Correspondence 0001193125-22-290401 from Intchains Group Ltd (ICG) (CIK 0001895597) (ICG)
Intchains Group Ltd (ICG) (CIK 0001895597)
Date: Nov. 22, 2022 · CIK: 0001895597 · Accession: 0001193125-22-290401
AI Filing Summary & Sentiment
File numbers found in text: 333-265756
Referenced dates: November 10, 2022
Letter
VIA EDGAR Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Re: Intchains Group Limited (CIK No. 1895597) Registration Statement on Form F-1 (File No. 333-265756)
Dear Ms. Cheng, Mr. James, Mr. Ecker and Ms. Purnell:
On behalf of our client, Intchains Group Limited, a foreign private issuer organized under the laws of the Cayman Islands (the “Company”), we submit to the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) this letter setting forth the Company’s responses to the comments contained in the Staff’s letter dated November 10, 2022 on the Company’s amendment No. 5 to the registration statement on Form F-1 initially filed on November 3, 2022 (the “Registration Statement”).
Concurrently with the submission of this letter, the Company is filing herewith amendment No. 6 (“Amendment No. 6”) to the Registration Statement via EDGAR to the Commission.
The Company respectfully advises the Staff that, subject to market conditions, it plans to commence the road show for the proposed offering on or about December 12, 2022. The Company would appreciate the Staff’s timely assistance and support to the Company in meeting the proposed timetable for the offering.
Abu Dhabi Almaty Astana Beijing Boston Brussels Century City Chicago Dallas Dubai Frankfurt Hartford Hong Kong Houston London Los Angeles Miami
New York Orange County Paris Philadelphia Pittsburgh Princeton San Francisco Seattle Shanghai Silicon Valley Singapore Tokyo Washington, DC Wilmington
The Staff’s comments are repeated below in bold and are followed by the Company’s responses. We have included page references in the Amendment No. 6 where the language addressing a particular comment appears.
General
1. Disclose whether your offering is contingent upon on final approval of your NASDAQ listing on your cover page. Please ensure the disclosure is consistent with your underwriting agreement. To the extent you intend to proceed with your offering if your NASDAQ listing is denied, revise your cover page to indicate that the offering is not contingent on NASDAQ approval of your listing application and that if the shares are not approved for listing, you may experience difficulty selling your shares. Include risk factor disclosures to address the impact on liquidity and the value of shares.
In response to the Staff’s comment, the Company has revised the disclosure on cover page of the Amendment No.6 to clarify that the offering is contingent upon Nasdaq’s approval.
2. We note recent instances of extreme stock price run-ups followed by rapid price declines and stock price volatility seemingly unrelated to company performance following a number of recent initial public offerings, particularly among companies with relatively smaller public floats. Revise to include a separate risk factor addressing the potential for rapid and substantial price volatility and any known factors particular to your offering that may add to this risk and discuss the risks to investors when investing in stock where the price is changing rapidly. Clearly state that such volatility, including any stock-run up, may be unrelated to your actual or expected operating performance and financial condition or prospects, making it difficult for prospective investors to assess the rapidly changing value of your stock.
In response to the Staff’s comment, the Company has revised the referenced disclosure on page 46 of the Amendment No.6.
If you have any questions regarding the Registration Statement, please contact the undersigned by phone at +852.3551.8690 or via e-mail at ning.zhang@morganlewis.com.
Very truly yours
By: /s/ Ning Zhang
Show Raw Text
CORRESP
1
filename1.htm
CORRESP
Morgan, Lewis & Bockius
c/o Suites 1902-09, 19th Floor,
Edinburgh Tower, The Landmark
15 Queen’s Road Central, Hong Kong
Direct:
+852.3551.8500
Fax: +852.3006.4346
www.morganlewis.com
WRITER’S DIRECT LINE
+852.3551.8690
WRITER’S EMAIL
ning.zhang@morganlewis.com
November 22, 2022
VIA EDGAR
Ms. Sisi Cheng
Mr. Martin James
Mr. Bradley Ecker
Ms. Erin Purnell
Division of Corporation Finance
U.S. Securities and Exchange
Commission
100 F Street, N.E.
Washington, DC 20549
Re:
Intchains Group Limited (CIK No. 1895597)
Registration Statement on Form F-1 (File
No. 333-265756)
Dear Ms. Cheng, Mr. James, Mr. Ecker and Ms. Purnell:
On behalf of our client, Intchains Group Limited, a foreign private issuer organized under the laws of the Cayman Islands (the
“Company”), we submit to the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) this letter setting forth the Company’s responses to the comments contained in the
Staff’s letter dated November 10, 2022 on the Company’s amendment No. 5 to the registration statement on Form F-1 initially filed on November 3, 2022 (the “Registration
Statement”).
Concurrently with the submission of this letter, the Company is filing herewith amendment No. 6
(“Amendment No. 6”) to the Registration Statement via EDGAR to the Commission.
The Company
respectfully advises the Staff that, subject to market conditions, it plans to commence the road show for the proposed offering on or about December 12, 2022. The Company would appreciate the Staff’s timely assistance and support to the Company
in meeting the proposed timetable for the offering.
Abu Dhabi Almaty Astana Beijing Boston Brussels Century City
Chicago Dallas Dubai Frankfurt Hartford Hong Kong Houston London Los Angeles Miami
New York Orange County Paris Philadelphia Pittsburgh Princeton San
Francisco Seattle Shanghai Silicon Valley Singapore Tokyo Washington, DC Wilmington
The Staff’s comments are repeated below in bold and are followed by the Company’s
responses. We have included page references in the Amendment No. 6 where the language addressing a particular comment appears.
General
1.
Disclose whether your offering is contingent upon on final approval of your NASDAQ listing on your cover
page. Please ensure the disclosure is consistent with your underwriting agreement. To the extent you intend to proceed with your offering if your NASDAQ listing is denied, revise your cover page to indicate that the offering is not contingent on
NASDAQ approval of your listing application and that if the shares are not approved for listing, you may experience difficulty selling your shares. Include risk factor disclosures to address the impact on liquidity and the value of shares.
In response to the Staff’s comment, the Company has revised the disclosure on cover page of the Amendment No.6
to clarify that the offering is contingent upon Nasdaq’s approval.
2.
We note recent instances of extreme stock price run-ups followed by
rapid price declines and stock price volatility seemingly unrelated to company performance following a number of recent initial public offerings, particularly among companies with relatively smaller public floats. Revise to include a separate risk
factor addressing the potential for rapid and substantial price volatility and any known factors particular to your offering that may add to this risk and discuss the risks to investors when investing in stock where the price is changing rapidly.
Clearly state that such volatility, including any stock-run up, may be unrelated to your actual or expected operating performance and financial condition or prospects, making it difficult for prospective
investors to assess the rapidly changing value of your stock.
In response to the Staff’s comment, the Company
has revised the referenced disclosure on page 46 of the Amendment No.6.
If you have any questions regarding the Registration Statement,
please contact the undersigned by phone at +852.3551.8690 or via e-mail at ning.zhang@morganlewis.com.
Very truly yours
By: /s/ Ning Zhang
Ning Zhang
Partner
cc: Qiang Ding, Chairman and Chief Executive Officer, Intchains Group Limited
Chaowei Yan, Chief Financial Officer, Intchains Group Limited
Mr. Howard Leung, Mazars USA LLP
Mr. Lawrence Venick, Loeb & Loeb LLP
Ms. Louise L. Liu, Morgan, Lewis & Bockius
2