Correspondence 0001213900-22-073450 from Lichen China Ltd (LICN) (CIK 0001876766) (LICN)
Lichen China Ltd (LICN) (CIK 0001876766)
Date: Nov. 17, 2022 · CIK: 0001876766 · Accession: 0001213900-22-073450
AI Filing Summary & Sentiment
File numbers found in text: 333-264624
Referenced dates: October 26, 2022
Letter
Via EDGAR Correspondence Division of Corporation Finance Office of Trade & Services Lichen China Ltd. Amendment No. 4 to Registration Statement on Form F-1 Filed October 7, 2022 File No. 333-264624
Dear Ms. Wall,
This letter is in response to the letter dated October 26, 2022, from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) addressed to Lichen China Ltd. (the “Company”, “we”, and “our”). For ease of reference, we have recited the Commission’s comments in this response and numbered them accordingly. An amended registration statement on Form F-1 (the “Amended Registration Statement”) is being filed to accompany this letter.
Amendment No. 4 to Registration Statement on Form F-1
Dilution, page 61
1. We note your disclosure of net tangible book value attributable to shareholders on June 30, 2022 of approximately $1.57 per ordinary share appears to be inconsistent with the amount of total assets ($44,538,000) less intangible assets ($5,808,000) and total liabilities ($5,434,000), divided by the number of total ordinary shares outstanding (22,500,000) at June 30, 2022. Please clarify or revise.
RESPONSE: We note the Staff’s comment, and in response thereto, respectfully advise the Staff that we have revised the Dilution section of the Amended Registration Statement to reflect the correct numbers.
We hope this response has addressed all of the Staff’s concerns relating to the comment letter. Should you have additional questions regarding the information contained herein, please contact our outside securities counsel William S. Rosenstadt, Esq. or Mengyi “Jason” Ye, Esq. of Ortoli Rosenstadt LLP at wsr@orllp.legal or jye@orllp.legal.
Very truly yours,
/s/ Ya Li
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Lichen China Ltd.
B2306, Block B
Tower 3, Jinjiang Wanda Plaza Commercial Complex
888 Century Avenue
Meiling Street, Jinjiang
Fujian Province, People’s Republic of China
362000
November 17, 2022
Via EDGAR Correspondence
Ms. Alyssa Wall
Division of Corporation Finance
Office of Trade & Services
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, D.C., 20549
Re:
Lichen China Ltd.
Amendment No. 4 to Registration Statement on Form F-1
Filed October 7, 2022
File No. 333-264624
Dear Ms. Wall,
This letter is in response to the letter dated
October 26, 2022, from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”)
addressed to Lichen China Ltd. (the “Company”, “we”, and “our”). For ease of reference, we have recited
the Commission’s comments in this response and numbered them accordingly. An amended registration statement on Form F-1 (the “Amended
Registration Statement”) is being filed to accompany this letter.
Amendment No. 4 to Registration Statement on
Form F-1
Dilution, page 61
1. We note your disclosure of net tangible
book value attributable to shareholders on June 30, 2022 of approximately $1.57 per ordinary share appears to be inconsistent with the
amount of total assets ($44,538,000) less intangible assets ($5,808,000) and total liabilities ($5,434,000), divided by the number of
total ordinary shares outstanding (22,500,000) at June 30, 2022. Please clarify or revise.
RESPONSE: We note the Staff’s comment,
and in response thereto, respectfully advise the Staff that we have revised the Dilution section of the Amended Registration Statement
to reflect the correct numbers.
We hope this response has addressed all of the
Staff’s concerns relating to the comment letter. Should you have additional questions regarding the information contained herein,
please contact our outside securities counsel William S. Rosenstadt, Esq. or Mengyi “Jason” Ye, Esq. of Ortoli Rosenstadt
LLP at wsr@orllp.legal or jye@orllp.legal.
Very truly yours,
/s/ Ya Li
Name:
Ya Li
Title:
Chief Executive Officer and Director