SEC Comment Letter 0000000000-23-010950 to U-BX Technology Ltd. (UBXG) (CIK 0001888525) (UBXG)
U-BX Technology Ltd. (UBXG) (CIK 0001888525)
Date: Oct. 4, 2023 · CIK: 0001888525 · Accession: 0000000000-23-010950
AI Filing Summary & Sentiment
File numbers found in text: 333-262412
Letter
United States securities and exchange commission logo October 4, 2023 Mingfei Liu Chief Operating Officer U-BX Technology Ltd. Zhongguan Science and Technology Park No. 1 Linkong Er Road, Shunyi District, Beijing People’s Republic of China Re:U-BX Technology Ltd. Amendment No. 14 to Registration Statement on Form F-1 Filed September 22, 2023 File No. 333-262412 Dear Mingfei Liu: We have reviewed your amended registration statement and have the following comments. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies 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 this letter, we may have additional comments. Amendment No. 14 to Registration Statement on Form F-1 General 1.Please update your audited financial statements to include the fiscal year ended June 30, 2023. Refer to Item 8.A.4 of Form 20-F and the corresponding instructions. 2.We note the changes you made to your disclosure appearing on the cover page, Summary and Risk Factor sections relating to legal and operational risks associated with operating in China and PRC regulations. It is unclear to us that there have been changes in the regulatory environment in the PRC since the amendment that was filed on June 27, 2023 warranting revised disclosure to mitigate the challenges you face and related disclosures. The Sample Letters to China-Based Companies sought specific disclosure relating to the risk that the PRC government may intervene in or influence your operations at any time, or may exert control over operations of your business, which could result in a
FirstName LastNameMingfei Liu Comapany NameU-BX Technology Ltd. October 4, 2023 Page 2 FirstName LastName Mingfei Liu U-BX Technology Ltd. October 4, 2023 Page 2 material change in your operations and/or the value of the securities you are registering for sale. The Sample Letters also sought specific disclosures relating to uncertainties regarding the enforcement of laws and that the rules and regulations in China can change quickly with little advance notice. We do not believe that your revised disclosure referencing the PRC government’s intent to strengthen its regulatory oversight conveys the same risk. Please revise or advise. Please contact Morgan Youngwood at 202-551-3479 or Stephen Krikorian at 202-551- 3488 if you have questions regarding comments on the financial statements and related matters. Please contact Matthew Crispino at 202-551-3456 or Matthew Derby at 202-551-3334 with any other questions. Sincerely, Division of Corporation Finance Office of Technology cc: William S. Rosenstadt
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United States securities and exchange commission logo
October 4, 2023
Mingfei Liu
Chief Operating Officer
U-BX Technology Ltd.
Zhongguan Science and Technology Park
No. 1 Linkong Er Road, Shunyi District, Beijing
People’s Republic of China
Re:U-BX Technology Ltd.
Amendment No. 14 to Registration Statement on Form F-1
Filed September 22, 2023
File No. 333-262412
Dear Mingfei Liu:
We have reviewed your amended registration statement and have the following
comments.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.
Amendment No. 14 to Registration Statement on Form F-1
General
1.Please update your audited financial statements to include the fiscal year ended June 30,
2023. Refer to Item 8.A.4 of Form 20-F and the corresponding instructions.
2.We note the changes you made to your disclosure appearing on the cover page, Summary
and Risk Factor sections relating to legal and operational risks associated with operating
in China and PRC regulations. It is unclear to us that there have been changes in the
regulatory environment in the PRC since the amendment that was filed on June 27, 2023
warranting revised disclosure to mitigate the challenges you face and related
disclosures. The Sample Letters to China-Based Companies sought specific disclosure
relating to the risk that the PRC government may intervene in or influence your operations
at any time, or may exert control over operations of your business, which could result in a
FirstName LastNameMingfei Liu
Comapany NameU-BX Technology Ltd.
October 4, 2023 Page 2
FirstName LastName
Mingfei Liu
U-BX Technology Ltd.
October 4, 2023
Page 2
material change in your operations and/or the value of the securities you are registering
for sale. The Sample Letters also sought specific disclosures relating to uncertainties
regarding the enforcement of laws and that the rules and regulations in China can change
quickly with little advance notice. We do not believe that your revised disclosure
referencing the PRC government’s intent to strengthen its regulatory oversight conveys
the same risk. Please revise or advise.
Please contact Morgan Youngwood at 202-551-3479 or Stephen Krikorian at 202-551-
3488 if you have questions regarding comments on the financial statements and related
matters. Please contact Matthew Crispino at 202-551-3456 or Matthew Derby at 202-551-3334
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc: William S. Rosenstadt