Correspondence 0001213900-24-089843 from Ping An Biomedical Co., Ltd. (PASW)
Ping An Biomedical Co., Ltd.
Date: Oct. 23, 2024 · CIK: 0001897532 · Accession: 0001213900-24-089843
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-282499
Referenced dates: October 22, 2024
Letter
Via Edgar Transmission Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services Majestic Ideal Holdings Ltd Registration Statement on Form F-1 Filed October 4, 2024 File No. 333-282499
Re:
Dear Mr. Jones / Mr. Ingram:
As counsel for the Company and on its behalf, this letter is being submitted in response to the letter dated October 22, 2024 from the Securities and Exchange Commission (the “Commission”) in which the staff of the Commission (the “Staff”) commented on the above-referenced Draft Registration Statement on Form F-1 (the “Form F-1”).
For the Staff’s convenience, the Staff’s comment has been stated below in its entirety, with the Company’s response set out immediately underneath such comment.
Registration Statement on Form F-1 filed October 4, 2024
Certain Relationships and Related Party Transactions, page 98
1. Please update your disclosure so that it reflects the related party transactions as of the date of the prospectus. Refer to Item 7.B of Form 20-F. Currently, your disclosure is as of March 31, 2024.
Response: We respectfully advise the Staff that we have revised the disclosure on page 98 to address the above.
General
2. We note your disclosure in the Resale Prospectus Shareholders Plan of Distribution section that your selling shareholders may sell their securities through use of a broker-dealer. Please confirm your understanding that the retention by a selling shareholder of an underwriter would constitute a material change to your plan of distribution requiring a post-effective amendment. Please also revise to provide all required undertakings specified in Item 512 of Regulation S-K, including, but not limited to, Item 512(a)(1)(iii) of Regulation S-K.
Response: We respectfully advise the Staff that we have revised the disclosure on page Alt -23 to address the above. The Company confirms its understanding that the retention by a selling shareholder of an underwriter would constitute material change to the plan of distribution requiring a post-effective amendment.
* * *
Please contact the undersigned at (852) 3923-1188 if you have any questions with respect to the responses contained in this letter.
Sincerely,
/s/ Lawrence S. Venick
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October 23, 2024
Via Edgar Transmission
Mr. Thomas Jones / Jay Ingram
Securities and Exchange Commission
Division of Corporation Finance
Office of Trade & Services
Washington, D.C. 20549
Re:
Majestic Ideal Holdings Ltd
Registration Statement on Form F-1
Filed October 4, 2024
File No. 333-282499
Dear Mr. Jones / Mr. Ingram:
As counsel for the Company
and on its behalf, this letter is being submitted in response to the letter dated October 22, 2024 from the Securities and Exchange Commission
(the “Commission”) in which the staff of the Commission (the “Staff”) commented on the above-referenced
Draft Registration Statement on Form F-1 (the “Form F-1”).
For the Staff’s convenience,
the Staff’s comment has been stated below in its entirety, with the Company’s response set out immediately underneath such
comment.
Registration Statement on Form F-1 filed October 4, 2024
Certain Relationships and Related Party Transactions, page 98
1. Please update your disclosure so that it reflects the related
party transactions as of the date of the prospectus. Refer to Item 7.B of Form 20-F. Currently, your disclosure is as of March 31, 2024.
Response: We respectfully advise
the Staff that we have revised the disclosure on page 98 to address the above.
General
2. We note your disclosure in the Resale Prospectus Shareholders Plan of Distribution section that your
selling shareholders may sell their securities through use of a broker-dealer. Please confirm your understanding that the retention by
a selling shareholder of an underwriter would constitute a material change to your plan of distribution requiring a post-effective amendment.
Please also revise to provide all required undertakings specified in Item 512 of Regulation S-K, including, but not limited to, Item 512(a)(1)(iii)
of Regulation S-K.
Response: We respectfully
advise the Staff that we have revised the disclosure on page Alt -23 to address the above. The Company confirms its understanding that
the retention by a selling shareholder of an underwriter would constitute material change to the plan of distribution requiring a post-effective
amendment.
* * *
Please contact the undersigned
at (852) 3923-1188 if you have any questions with respect to the responses contained in this letter.
Sincerely,
/s/ Lawrence S. Venick
Lawrence S. Venick
Direct Dial: +852.3923.1188
Email: lvenick@loeb.com