Correspondence 0001493152-23-027539 from Moxian (BVI) Inc (ABTS) (CIK 0001864055) (ABTS)
Moxian (BVI) Inc (ABTS) (CIK 0001864055)
Date: Aug. 10, 2023 · CIK: 0001864055 · Accession: 0001493152-23-027539
AI Filing Summary & Sentiment
File numbers found in text: 333-256665
Referenced dates: August 4, 2023
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CORRESP
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Moxian
(BVI) Inc
Room
2102, Block B, Jiahui Center, 6 Jiqing Li, Chaoyangmenwai Street
Chaoyang
District, Beijing 100020, China
August
10, 2023
Disclosure
Review Program
Division
of Corporation Finance
U.S.
Securities and Exchange Commission
100
F Street, N.E.
Washington,
D.C. 20549
Attention:
Jimmy McNamara and Jennifer Thompson
Re:
Moxian
(BVI) Inc
Amendment
No. 1 to Form 20-F for the Fiscal Year Ended December 31, 2022
File
No. 333-256665
Dear
Mr. McNamara:
In
response to the comments set forth in the letter dated August 4, 2023 (the “Comment Letter”) of the staff (the “Staff”)
of the Division of Corporation Finance of the Securities and Exchange Commission (“SEC”) regarding the above referenced Amendment
No. 1 to Form 20-F for the Fiscal Year Ended December 31, 2022 (as amended, the “Annual Report”), we are writing to supply
additional information and disclosures Moxian (BVI) Inc (the “Company”) has included in Amendment No. 2 to the Annual Report
(the “Form 20-F/A”). For ease of reference, we have recited the Staff’s comments in this response. Capitalized terms
used herein shall have the meanings ascribed to them in the Common Letter unless otherwise defined herein.
Amendment
No. 1 to Form 20-F for the Fiscal Year Ended December 31, 2022
Item
16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections, page 53
1.
We note that during your fiscal year 2022 you were identified by the Commission pursuant to Section 104(i)(2)(A) of the Sarbanes-Oxley
Act of 2002 (15 U.S.C. 7214(i)(2)(A)) as having retained, for the preparation of the audit report on your financial statements included
in the Form 20-F, a registered public accounting firm that has a branch or office that is located in a foreign jurisdiction and that
the Public Company Accounting Oversight Board had determined it is unable to inspect or investigate completely because of a position
taken by an authority in the foreign jurisdiction. Please provide the documentation required by Item 16I(a) of Form 20-F or tell
us why you are not required to do so. Additionally, please amend your Form 20-F to provide the disclosures required under Item 16I(b)
of Form 20-F. Refer to the Staff Statement on the Holding Foreign Companies Accountable Act and the Consolidated Appropriations Act,
2023, available on our website at https://www.sec.gov/corpfin/announcement/statement-hfcaa-040623.
Response:
The Company respectfully acknowledges the Staff’s comments and in response has provided the documentation required by Item
16I(a) of Form 20-F. Please see Exhibit 99.1 to the Form 20-F/A. Additionally, the Company has amended the Annual Report to provide
the disclosures required under Item 16I(b) of Form 20-F on page 53 of the Form 20-F/A.
***
The
Company is hopeful that the foregoing answers adequately address the Staff’s comment and looks forward to answering any further
questions the Staff may have. You may contact me or the Company’s counsel Anthony Basch (804.771.5725) with any further questions.
In addition, the Company acknowledges that:
●
The
Company is responsible for the adequacy and accuracy of the disclosure in the filing;
●
Staff
comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect
to the filing; and
●
The
Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.
Sincerely,
/s/
Wanhong Tan
Wanhong
Tan
Chief
Financial Officer