Correspondence 0001213900-23-088904 from Junee Ltd (JUNE) (CIK 0001897087) (SUPX)
Junee Ltd (JUNE) (CIK 0001897087)
Date: Nov. 20, 2023 · CIK: 0001897087 · Accession: 0001213900-23-088904
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File numbers found in text: 333-266116
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CORRESP
1
filename1.htm
JUNEE LTD
November 20, 2023
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
Office of Trade and Services
100 F Street, N.E.
Mail Stop 3561
Washington, DC 20549
Re:
Junee Ltd
Amendment No. 9 to Registration Statement on Form F-1
Filed October 31, 2023
Registration No. 333-266116
Ladies and Gentlemen:
Junee Limited (the “Company”,
“Junee,” “we”, “us” or “our”) hereby transmits its response
to the letter received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC”
or “Commission”) on November 14, 2023, regarding our Amendment No. 9 to the Registration Statement on Form F-1 filed
on October 31, 2023. For ease of reference, we have repeated the Commission’s comments in this response and numbered them accordingly.
An amendment No. 10 to the Registration Statement on Form F-1 (“Amendment No. 10”) is being filed to accompany this
letter.
Amendment No. 9 to Registration Statement on
Form F-1
General
1. Please refer to the resale prospectus cover
page. We note your disclosure that the closing of the resale offering is "conditioned upon NASDAQ’s final approval of your
listing application." Please revise to clarify whether or not the resale offering is contingent on the listing of your Ordinary Shares
on NASDAQ.
Response: In response to the Staff’s
comment, we have revised the disclosure on the resale prospectus cover page in Amendment No. 10 to clarify that the resale offering is
contingent on the listing of our Ordinary Shares on NASDAQ.
2. We note your disclosure that the resale
shares may be sold concurrently with your initial public offering and from time to time thereafter. We also note that the selling shareholders
will sell the resale shares at the public offering price and, following listing on NASDAQ, at the market. Please revise your disclosure
to clearly indicate whether any resales will be made before the shares in the initial public offering begin trading on NASDAQ. If so,
please confirm that you will specify prior to effectiveness the fixed price at which or bona fide price range within which the selling
shareholders will sell their shares and revise the resale prospectus cover page as applicable. Refer to Item 501(b)(3) of Regulation S-K.
Alternatively, please revise your resale prospectus cover page to remove the reference to the concurrent sale of shares with the initial
public offering and clarify that the selling shareholders will sell their shares only once trading of your common stock begins.
Response: In response to the Staff’s
comment, we have revised the disclosure on the resale prospectus cover page in Amendment No. 10 to remove the reference to the concurrent
sale of shares with the initial public offering and clarified that the selling shareholders will sell their shares only when trading of
our Ordinary Shares has begun.
Very truly yours,
/s/ Sai Kit (Dicky) Yip
Name:
Sat Kit (Dicky) Yip
Title:
Executive Director
Lisa Forcht, Esq.
Hunter Taubman Fischer & Li LLC