SEC Comment Letter 0000000000-23-011063 to MicroCloud Hologram Inc. (HOLO)
MicroCloud Hologram Inc.
Date: Oct. 6, 2023 · CIK: 0001841209 · Accession: 0000000000-23-011063
AI Filing Summary & Sentiment
File numbers found in text: 333-274650
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United States securities and exchange commission logo
October 6, 2023
Ivy Zhen
Chief Financial Officer
MicroCloud Hologram Inc.
Room 302, Building A, Zhong Ke Na Neng Building,
Yue Xing Sixth Road, Nanshan District,
Shenzhen, People’s Republic of China 518000
Re:MicroCloud Hologram Inc.
Registration Statement on Form F-3
Filed September 22, 2023
File No. 333-274650
Dear Ivy Zhen:
We have conducted a limited review of your registration statement and have the
following comments.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.
Form F-3 filed September 22, 2023
Cover Page
1.It appears that the officers, directors and significant shareholders hold 91.25% of the
50,812,035 ordinary shares but you indicate that 30,696,307 ordinary shares are held by
non-affiliates. Please tell us how you calculated your public float and the number of
shares held by non-affiliates.
Prospectus Summary, page 1
2.In your summary of risk factors, disclose the risks that your corporate structure and being
based in China poses to investors. For example, specifically discuss risks arising from the
legal system in China, including risks and uncertainties regarding the enforcement of laws
and that rules and regulations in China can change quickly with little advance notice; and
the risk that the Chinese government may intervene or influence your operations at any
FirstName LastNameIvy Zhen
Comapany NameMicroCloud Hologram Inc.
October 6, 2023 Page 2
FirstName LastName
Ivy Zhen
MicroCloud Hologram Inc.
October 6, 2023
Page 2
time, or may exert more control over offerings conducted overseas and/or foreign
investment in China-based issuers, which could result in a material change in your
operations and/or the value of the securities you are registering for sale.
Signatures, page 58
3.Please revise to have your registration statement signed by your controller or principal
accounting officer. If Bei Zhen, the chief financial officer, also serves as the controller or
principal accounting officer, the signature should be captioned as such in your amended
filing. See Instructions 1 and 2 to the Signatures section of Form F-3.
Exhibits
4.Please file an amended registration statement with a dated and signed auditor’s consent.
See Item 601(b)(23) of Regulation S-K.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
Please contact Uwem Bassey at 202-551-3433 or Jan Woo at 202-551-3453 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc: Greg Lavelle