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SEC Comment Letter 0000000000-23-013076 to U-BX Technology Ltd. (UBXG) (CIK 0001888525) (UBXG)

U-BX Technology Ltd. (UBXG) (CIK 0001888525)
Date: Nov. 30, 2023 · CIK: 0001888525 · Accession: 0000000000-23-013076

AI Filing Summary & Sentiment

File numbers found in text: 333-262412

Date
November 30, 2023
Author
Office of Technology
Form
UPLOAD
Company
U-BX Technology Ltd. (UBXG) (CIK 0001888525)

Letter

United States securities and exchange commission logo November 30, 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. 15 to Registration Statement on Form F-1 Filed November 17, 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. 15 to Registration Statement on Form F-1 Risk Factors We may fail to protect our intellectual properties, page 48 1.We note that you have removed references to China in this risk factor and removed the statement that you "may not be able to effectively protect our intellectual property rights or to enforce our contractual rights in China." Please explain to us the bases for making these revisions. Dilution, page 63 2.We note the table that summarizes, on a pro forma as adjusted basis as of June 30, 2023, the differences between existing shareholders and the new investors with respect to the number of ordinary shares purchased from you, the total consideration paid and the average price per ordinary share before deducting the estimated commissions to the

FirstName LastNameMingfei Liu Comapany NameU-BX Technology Ltd. November 30, 2023 Page 2 FirstName LastName Mingfei Liu U-BX Technology Ltd. November 30, 2023 Page 2 Underwriter and the estimated offering expenses payable by you. Explain why 2,000,000 ordinary shares attributable to new investors results in total consideration of $15.0 million using a $5.00 average ordinary price per share. Update the table to reflect the sale of 1,000,000 ordinary shares in October 2023 at the purchase price of $5.00 per share and a total purchase price of $5,000,000. 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

Show Raw Text
United States securities and exchange commission logo
November 30, 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. 15 to Registration Statement on Form F-1
Filed November 17, 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. 15 to Registration Statement on Form F-1
Risk Factors
We may fail to protect our intellectual properties, page 48
1.We note that you have removed references to China in this risk factor and removed the
statement that you "may not be able to effectively protect our intellectual property rights
or to enforce our contractual rights in China."  Please explain to us the bases for making
these revisions.
Dilution, page 63
2.We note the table that summarizes, on a pro forma as adjusted basis as of June 30, 2023,
the differences between existing shareholders and the new investors with respect to the
number of ordinary shares purchased from you, the total consideration paid and the
average price per ordinary share before deducting the estimated commissions to the

 FirstName LastNameMingfei Liu
 Comapany NameU-BX Technology Ltd.
 November 30, 2023 Page 2
 FirstName LastName
Mingfei Liu
U-BX Technology Ltd.
November 30, 2023
Page 2
Underwriter and the estimated offering expenses payable by you.  Explain why 2,000,000
ordinary shares attributable to new investors results in total consideration of $15.0 million
using a $5.00 average ordinary price per share.  Update the table to reflect the sale of
1,000,000 ordinary shares in October 2023 at the purchase price of $5.00 per share and a
total purchase price of $5,000,000.
            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