SEC Comment Letter 0000000000-22-013294 to Chanson International Holding (CHSN)
Chanson International Holding
Date: Dec. 9, 2022 · CIK: 0001825349 · Accession: 0000000000-22-013294
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File numbers found in text: 333-254909
Letter
United States securities and exchange commission logo December 9, 2022 Gang Li Chief Executive Officer Chanson International Holding No. 26 Culture Road, Tianshan District Urumqi, Xinjiang, China Re:Chanson International Holding Amendment No. 6 to Registration Statement on Form F-1 December 1, 2022 File No. 333-254909 Dear Gang Li: We have reviewed your amended registration statement and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments. Unless we note otherwise, our references to prior comments are to comments in our [Month day, year] letter. Amendment No. 6 to Registration Statement on Form F-1 filed December 1, 2022 Index to Consolidated Financial Statements, page F-1 1.If your audited financial statements become older than 12 months, please be advised, since this is an initial public offering of your common shares, you may be required to provide updated financial statements. Accordingly, if your registration statement is not effective by December 30, 2022, please update your financial statements and related disclosures pursuant to Item 8.A.4 of Form 20-F or, if applicable, provide the appropriate representations in an exhibit to the filing as required by Instruction 2 to Item 8.A.4. General 2.We note the disclosure regarding your change in certifying accountant. In addition to the
FirstName LastNameGang Li Comapany NameChanson International Holding December 9, 2022 Page 2 FirstName LastName Gang Li Chanson International Holding December 9, 2022 Page 2 disclosure regarding your former auditor, please expand to disclose with respect to your new auditor the PCAOB's ability to inspect your new auditor, whether it is subject to the determinations to which you refer and related matters. You may contact Ernest Greene at (202) 551-3733 or Anne McConnell at (202) 551-3709 if you have questions regarding comments on the financial statements and related matters. Please contact Geoff Kruczek at (202) 551-3641 or Jay Ingram, Legal Branch Chief, at (202) 551-3397 with any other questions. Sincerely, Division of Corporation Finance Office of Manufacturing cc: Ying Li
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United States securities and exchange commission logo
December 9, 2022
Gang Li
Chief Executive Officer
Chanson International Holding
No. 26 Culture Road, Tianshan District
Urumqi, Xinjiang, China
Re:Chanson International Holding
Amendment No. 6 to Registration Statement on Form F-1
December 1, 2022
File No. 333-254909
Dear Gang Li:
We have reviewed your amended registration statement and have the following
comments. In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments. Unless we note
otherwise, our references to prior comments are to comments in our [Month day, year] letter.
Amendment No. 6 to Registration Statement on Form F-1 filed December 1, 2022
Index to Consolidated Financial Statements, page F-1
1.If your audited financial statements become older than 12 months, please be advised,
since this is an initial public offering of your common shares, you may be required to
provide updated financial statements. Accordingly, if your registration statement is not
effective by December 30, 2022, please update your financial statements and related
disclosures pursuant to Item 8.A.4 of Form 20-F or, if applicable, provide the appropriate
representations in an exhibit to the filing as required by Instruction 2 to Item 8.A.4.
General
2.We note the disclosure regarding your change in certifying accountant. In addition to the
FirstName LastNameGang Li
Comapany NameChanson International Holding
December 9, 2022 Page 2
FirstName LastName
Gang Li
Chanson International Holding
December 9, 2022
Page 2
disclosure regarding your former auditor, please expand to disclose with respect to your
new auditor the PCAOB's ability to inspect your new auditor, whether it is subject to the
determinations to which you refer and related matters.
You may contact Ernest Greene at (202) 551-3733 or Anne McConnell at (202) 551-3709
if you have questions regarding comments on the financial statements and related
matters. Please contact Geoff Kruczek at (202) 551-3641 or Jay Ingram, Legal Branch Chief, at
(202) 551-3397 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc: Ying Li