Correspondence 0001213900-23-047915 from MultiMetaVerse Holdings Ltd (MMV, MMVWW) (CIK 0001874074)
MultiMetaVerse Holdings Ltd (MMV, MMVWW) (CIK 0001874074)
Date: June 9, 2023 · CIK: 0001874074 · Accession: 0001213900-23-047915
AI Filing Summary & Sentiment
File numbers found in text: 333-269609
Referenced dates: May 30, 2023
Letter
United States Securities and Exchange Commission Division of Corporation Finance Office of Technology Amendment No.1 to Registration Statement on Form F-1 Filed May 15, 2023 File No. 333-269609
Re: MultiMetaVerse Holdings Limited
Dear Ms. Barone:
On behalf of our client, MultiMetaVerse Holdings Limited, a British Virgin Islands company (the “Company”), we respond to the comments of the staff of the Division of Corporation Finance of the Commission (the “Staff”) with respect to the above-referenced Amendment No.1 to Registration Statement on Form F-1 filed on May 15, 2023 (the “Registration Statement”) contained in the Staff’s letter dated May 30, 2023 (the “Comment Letter”).
The Company has filed via EDGAR Amendment No. 2 to the Registration Statement (the “Amendment”), which reflects the Company’s responses to the comments received by the Staff and certain updated information. For ease of reference, each comment contained in the Comment Letter is printed below and is followed by the Company’s response. All page references in the responses set forth below refer to the page numbers in the Amendment.
Amendment No.1 to Registration Statement on Form F-1 Filed May 15, 2023
Cover Page
1. We note your response to prior comment 5. Please expand your disclosure on the cover page to expressly address how the recent statements and regulatory actions by China’s government have or may impact the company’s ability to conduct its business, accept foreign investments, or list on a U.S. or other foreign exchange.
Response: The Company revised the disclosures on the cover page, pages 4, 5, 13, 48 and 50 as instructed by the Staff.
June 9, 2023
Page 2
Summary of the Prospectus, page 4
2. We note your response to prior comment 9 and your disclosure that “currently, no PRC laws and regulations are in force requiring that MMV obtain permission from PRC authorities to consummate this offering.” Please provide an explanation as to whether you consulted counsel in determining that no permissions or approvals are required to offer the securities being registered to foreign investors and, if not, why you did not consult counsel and why you believe you do not need any permissions or approvals.
Response: The Company respectfully submits to the Staff that it has consulted Global Law Office, the Company’s PRC legal counsel, in determining that no permissions or approvals are required from PRC authorities to offer the securities being registered by the Registration Statement to foreign investors. The Company revised the disclosures on the cover page, pages 4, 5 and 48 to reflect this fact and as instructed by the Staff.
Please do not hesitate to contact Jia Yan at 86 (021) 6103-2969 or Devin Geng at 86 (021) 6103-2971 of Paul Hastings LLP with any questions or comments regarding this letter.
Sincerely,
/s/ Paul
Hastings LLP
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CORRESP
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filename1.htm
June 9,
2023
United States Securities and Exchange Commission
Division of Corporation Finance
Office of Technology
100 F Street, N.E.
Washington, D.C. 20549
Attn: Alexandra Barone
Re:
MultiMetaVerse Holdings Limited
Amendment No.1 to Registration Statement on Form F-1
Filed May 15, 2023
File No. 333-269609
Dear Ms. Barone:
On behalf of our client,
MultiMetaVerse Holdings Limited, a British Virgin Islands company (the “Company”), we respond to the comments of the staff
of the Division of Corporation Finance of the Commission (the “Staff”) with respect to the above-referenced Amendment No.1
to Registration Statement on Form F-1 filed on May 15, 2023 (the “Registration Statement”) contained in the Staff’s
letter dated May 30, 2023 (the “Comment Letter”).
The Company has filed via
EDGAR Amendment No. 2 to the Registration Statement (the “Amendment”), which reflects the Company’s responses to the
comments received by the Staff and certain updated information. For ease of reference, each comment contained in the Comment Letter is
printed below and is followed by the Company’s response. All page references in the responses set forth below refer to the page
numbers in the Amendment.
Amendment No.1 to Registration Statement on Form
F-1 Filed May 15, 2023
Cover Page
1. We note your response to prior comment 5. Please expand your disclosure on the cover page to expressly address
how the recent statements and regulatory actions by China’s government have or may impact the company’s ability to conduct
its business, accept foreign investments, or list on a U.S. or other foreign exchange.
Response: The
Company revised the disclosures on the cover page, pages 4, 5, 13, 48 and 50 as instructed by the Staff.
June 9, 2023
Page 2
Summary of the Prospectus, page 4
2. We note your response to prior comment 9 and your disclosure that “currently, no PRC laws and regulations
are in force requiring that MMV obtain permission from PRC authorities to consummate this offering.” Please provide an explanation
as to whether you consulted counsel in determining that no permissions or approvals are required to offer the securities being registered
to foreign investors and, if not, why you did not consult counsel and why you believe you do not need any permissions or approvals.
Response: The
Company respectfully submits to the Staff that it has consulted Global Law Office, the Company’s PRC legal counsel, in determining
that no permissions or approvals are required from PRC authorities to offer the securities being registered by the Registration Statement
to foreign investors. The Company revised the disclosures on the cover page, pages 4, 5 and 48 to reflect this fact and as instructed
by the Staff.
Please do not hesitate to contact
Jia Yan at 86 (021) 6103-2969 or Devin Geng at 86 (021) 6103-2971 of Paul Hastings LLP with any questions or comments regarding this letter.
Sincerely,
/s/ Paul
Hastings LLP
Paul Hastings
LLP
cc: Yiran Xu