SEC Comment Letter 0000000000-23-001598 to Hongli Group Inc. (HLP)
Hongli Group Inc.
Date: Feb. 16, 2023 · CIK: 0001855557 · Accession: 0000000000-23-001598
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-261945
Letter
United States securities and exchange commission logo February 16, 2023 Jie Liu Chief Executive Officer Hongli Group Inc. Beisanli Street, Economic Development Zone Changle County, Weifang Shandong, China 262400 Re:Hongli Group Inc. Amendment No. 13 to Registration Statement on Form F-1 Filed February 10, 2023 File No. 333-261945 Dear Jie Liu: 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. Amendment No. 13 to Registration Statement on Form F-1 filed February 10, 2023 The Offering, page 26 1.Please update the use of proceeds section here to acknowledge the fact that Hongli Shandong has received the bank loan in connection with its Expansion Plan and how that impacts your use of proceeds from this offering. Capitalization, page 75 2.Please revise the Capitalization table as follows: •Include a "pro forma" column reflecting receipt of the proceeds of the loan from the Bank of Weifang. •Reflect the repayment of the loan with offering proceeds in the final column,
FirstName LastNameJie Liu Comapany NameHongli Group Inc. February 16, 2023 Page 2 FirstName LastName Jie Liu Hongli Group Inc. February 16, 2023 Page 2 which should be relabeled "pro forma as adjusted." •Revise the introductory bullet points to the table to include a discussion of the loan closing as well as the use of proceeds to repay a portion of the loan and amounts still due on the acquisition of Yingxuan Assets. •Revise footnotes (1) and (3) to remove references to the information that that will be incorporated into the table based on the previous bullet points. •Explain the reason for footnote (2) or revise to remove. Exhibits 3.Please file the loan agreement with the Bank of Weifang as an exhibit to your registration statement. Refer to Item 601(b)(10(i)(A) of Regulation S-K. You may contact David Edgar, Senior Staff Accountant, at (202) 551-3459 or Kathleen Collins, Accounting Branch Chief, at (202) 551-3499 if you have questions regarding comments on the financial statements and related matters. Please contact Jeff Kauten, Staff Attorney, at (202) 551-3447 or Jan Woo, Legal Branch Chief, at (202) 551-3453 with any other questions. Sincerely, Division of Corporation Finance Office of Technology cc: Arila Zhou, Esq.
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United States securities and exchange commission logo
February 16, 2023
Jie Liu
Chief Executive Officer
Hongli Group Inc.
Beisanli Street, Economic Development Zone
Changle County, Weifang
Shandong, China 262400
Re:Hongli Group Inc.
Amendment No. 13 to Registration Statement on Form F-1
Filed February 10, 2023
File No. 333-261945
Dear Jie Liu:
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.
Amendment No. 13 to Registration Statement on Form F-1 filed February 10, 2023
The Offering, page 26
1.Please update the use of proceeds section here to acknowledge the fact that Hongli
Shandong has received the bank loan in connection with its Expansion Plan and how that
impacts your use of proceeds from this offering.
Capitalization, page 75
2.Please revise the Capitalization table as follows:
•Include a "pro forma" column reflecting receipt of the proceeds of the loan from the
Bank of Weifang.
•Reflect the repayment of the loan with offering proceeds in the final column,
FirstName LastNameJie Liu
Comapany NameHongli Group Inc.
February 16, 2023 Page 2
FirstName LastName
Jie Liu
Hongli Group Inc.
February 16, 2023
Page 2
which should be relabeled "pro forma as adjusted."
•Revise the introductory bullet points to the table to include a discussion of the loan
closing as well as the use of proceeds to repay a portion of the loan and amounts still
due on the acquisition of Yingxuan Assets.
•Revise footnotes (1) and (3) to remove references to the information that that will be
incorporated into the table based on the previous bullet points.
•Explain the reason for footnote (2) or revise to remove.
Exhibits
3.Please file the loan agreement with the Bank of Weifang as an exhibit to your registration
statement. Refer to Item 601(b)(10(i)(A) of Regulation S-K.
You may contact David Edgar, Senior Staff Accountant, at (202) 551-3459 or Kathleen
Collins, Accounting Branch Chief, at (202) 551-3499 if you have questions regarding comments
on the financial statements and related matters. Please contact Jeff Kauten, Staff Attorney,
at (202) 551-3447 or Jan Woo, Legal Branch Chief, at (202) 551-3453 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc: Arila Zhou, Esq.