Correspondence 0001213900-24-094235 from Epsium Enterprise Ltd (EPSM)
Epsium Enterprise Ltd
Date: Nov. 4, 2024 · CIK: 0001883437 · Accession: 0001213900-24-094235
AI Filing Summary & Sentiment
File numbers found in text: 333-276313
Referenced dates: October 2, 2024
Letter
Via EDGAR Division of Corporation Finance Office of Financial Services Amendment No. 4 to Registration Statement on Form F-1 Filed September 18, 2024 CIK No. 0001883437 File No. 333-276313
Dear Ms. Reed and Mr. King:
This letter is in response to the letter dated October 2, 2024, from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) addressed to Epsium Enterprise Limited (the “Company”, “we”, or “our”) relating to Amendment No. 4 to Registration Statement on Form F-1 filed with the Commission on September 18, 2024 (the “Original Registration Statement”) in connection with its application for a listing on the Nasdaq Capital Market (the “Proposed Listing”). For ease of reference, we have recited the Commission’s comments in this response and numbered them accordingly. Amendment No. 5 to the Registration Statement on Form F-1 (“Amendment No. 5”) is being filed to accompany this letter.
Amendment No. 4 to Registration Statement on Form F-1 filed September 18, 2024
Risk Factors
Risks Related to our Ordinary Shares and This Offering
Substantial future sales or perceived potential sales of our Ordinary Shares..., page 34
1. Please contextualize your statement that the Resale Shareholders "may be willing to accept a lower sales price than the price investors pay in this offering" by disclosing the price at which the Resale Shareholders acquired the shares being registered for resale. Enhance this risk factor to acknowledge that the number of shares being offered pursuant to the Resale Prospectus without lock-up or leak-out arrangements exceeds the number of shares being registered for sale in the IPO.
Response:
We acknowledge the Staff’s comments and respectfully inform you that we have revised the Original Registration Statement as requested in Amendment No. 5.
Resale Prospectus Alternate Cover Page, page ALT
2. We note your response to prior comment 5, but it does not appear that all of the disclosure responsive to guidance in the Sample Letters to China-Based Companies on the cover page of the IPO prospectus has been added to the resale prospectus cover page. Specifically, disclosure from the paragraph beginning, "Epsium Enterprise Limited is a company organized under the laws of the Hong Kong Special Administrative Region..." to the paragraph beginning, "Unless otherwise indicated or the context otherwise requires, references..." has not been added. Please revise accordingly so that all China-based issuer disclosure is provided on both cover pages.
Response:
We acknowledge the Staff’s comments and respectfully inform you that we have revised the Original Registration Statement as requested in Amendment No. 5.
We appreciate the assistance the Staff has provided with its comments. If you have any questions, please do not hesitate to call our counsel, Laura Hemmann, Esq., of iTKG Law LLC, at (650) 799 2061.Sincerely,
/s/ Son I. Tam
Name: Son I. Tam Title: Chief Executive Officer, Chief Financial Officer, and Chairman
cc: Laura Hemmann, Esq., iTKG Law LLC
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Epsium Enterprise Limited
Alameda Dr. Carlos D'assumpcao Edf China Civil Plaza
235-243 14 Andar P Macau
Tel (853) 2857 5232．Fax (853) 2857 5215
November 4, 2024
Via EDGAR
Ms. Rebekah Reed
Mr. Dietrich King
Division of Corporation Finance
Office of Financial Services
U.S. Securities and Exchange Commission
Re:
Epsium Enterprise Limited
Amendment No. 4 to Registration Statement
on Form F-1
Filed September 18, 2024
CIK
No. 0001883437
File
No. 333-276313
Dear Ms. Reed and Mr. King:
This letter is in response to the letter dated October
2, 2024, from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”)
addressed to Epsium Enterprise Limited (the “Company”, “we”, or “our”) relating
to Amendment No. 4 to Registration Statement on Form F-1 filed with the Commission on September 18, 2024 (the “Original Registration
Statement”) in connection with its application for a listing on the Nasdaq Capital Market (the “Proposed Listing”).
For ease of reference, we have recited the Commission’s comments in this response and numbered them accordingly. Amendment No. 5
to the Registration Statement on Form F-1 (“Amendment No. 5”) is being filed to accompany this letter.
Amendment No. 4 to Registration
Statement on Form F-1 filed September 18, 2024
Risk Factors
Risks Related to our Ordinary Shares
and This Offering
Substantial future sales or perceived potential sales
of our Ordinary Shares..., page 34
1. Please contextualize your statement that the Resale Shareholders "may be
willing to accept a lower sales price than the price investors pay in this offering" by disclosing the price at which the Resale
Shareholders acquired the shares being registered for resale. Enhance this risk factor to acknowledge that the number of shares being
offered pursuant to the Resale Prospectus without lock-up or leak-out arrangements exceeds the number of shares being registered for sale
in the IPO.
Response:
We acknowledge the Staff’s comments
and respectfully inform you that we have revised the Original Registration Statement as requested in Amendment No. 5.
Resale Prospectus Alternate Cover
Page, page ALT
2. We note your response to prior comment 5, but it does not appear that all of
the disclosure responsive to guidance in the Sample Letters to China-Based Companies on the cover page of the IPO prospectus has been
added to the resale prospectus cover page. Specifically, disclosure from the paragraph beginning, "Epsium Enterprise Limited is a
company organized under the laws of the Hong Kong Special Administrative Region..." to the paragraph beginning, "Unless otherwise
indicated or the context otherwise requires, references..." has not been added. Please revise accordingly so that all China-based
issuer disclosure is provided on both cover pages.
Response:
We acknowledge the Staff’s comments
and respectfully inform you that we have revised the Original Registration Statement as requested in Amendment No. 5.
We appreciate the assistance the Staff
has provided with its comments. If you have any questions, please do not hesitate to call our counsel, Laura Hemmann, Esq., of iTKG Law
LLC, at (650) 799 2061.Sincerely,
/s/ Son I. Tam
Name: Son I. Tam
Title:
Chief Executive Officer, Chief Financial Officer, and Chairman
cc: Laura Hemmann, Esq., iTKG Law LLC