SEC Comment Letter 0000000000-24-006634 to Intchains Group Ltd (ICG) (CIK 0001895597) (ICG)
Intchains Group Ltd (ICG) (CIK 0001895597)
Date: June 10, 2024 · CIK: 0001895597 · Accession: 0000000000-24-006634
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File numbers found in text: 333-279865
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United States securities and exchange commission logo
June 10, 2024
Qiang Ding
Chief Executive Officer
Intchains Group Limited
c/o Building 16, Lane 999,
Xinyuan South Road, Lin-Gang Special Area,
Pudong, Shanghai, 201306,
People’s Republic of China
Re:Intchains Group Limited
Registration Statement on Form F-3
Filed May 31, 2024
File No. 333-279865
Dear Qiang Ding:
We have conducted a limited review of your registration statement and have the
following comment(s).
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.
Registration Statement on Form F-3 filed May 31, 2024
General
1.We note the securities referenced in the filing fee table exhibit do not match the securities
referenced on the cover page. Please revise to ensure consistency. Please also ensure
Exhibit 5.1 covers the securities being registered.
Exhibits
2.Counsel should opine that the Selling Securities currently "are" (as opposed to "will
be") validly issued, fully-paid and non-assessable. See Section II.B.2.h of Staff Legal
Bulletin No. 19. Please revise Exhibit 5.1 accordingly.
FirstName LastNameQiang Ding
Comapany NameIntchains Group Limited
June 10, 2024 Page 2
FirstName LastName
Qiang Ding
Intchains Group Limited
June 10, 2024
Page 2
3.The consent filed as Exhibit 23.3 refers to the registration statement as an "annual report"
and identifies an incorrect filing date. Please revise and refile the consent.
4.Please file the form of indenture as an exhibit to your registration statement prior to
requesting effectiveness. For guidance, refer to Questions 201.02 and 201.04 of the
Trust Indenture Act of 1939 Compliance and Disclosure Interpretations.
5.Please revise your exhibit index to include a statement of eligibility of trustee for the
indenture. Refer to Item 601(b)(25) of Regulation S-K. If you wish to designate the
trustee on a delayed basis, as permitted by Section 305(b)(2) of the Trust Indenture Act,
additionally indicate that you will separately file the Form T-1 under the electronic form
type "305B2" in the notes to the index, and include the undertaking contained in Item
512(j) of Regulation S-K. For further guidance, refer to Questions 206.01 and 220.01 of
the Trust Indenture Act of 1939 Compliance and Disclosure Interpretations.
FirstName LastNameQiang Ding
Comapany NameIntchains Group Limited
June 10, 2024 Page 3
FirstName LastName
Qiang Ding
Intchains Group Limited
June 10, 2024
Page 3
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
Please contact Patrick Fullem at 202-551-8337 or Jennifer Angelini at 202-551-3047 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc: Ning Zhang, Esq.