SEC Comment Letter 0000000000-23-007608 to EPWK Holdings Ltd. (EPWK, EPWKF) (CIK 0001900720) (EPWK)
EPWK Holdings Ltd. (EPWK, EPWKF) (CIK 0001900720)
Date: July 17, 2023 · CIK: 0001900720 · Accession: 0000000000-23-007608
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-269657
Letter
United States securities and exchange commission logo July 17, 2023 Guohua Huang Chief Executive Officer EPWK Holdings Ltd. Building #2, District A, No. 359 Chengyi Rd. The third phase of Xiamen Software Park Xiamen City, Fujian Province The People’s Republic of China, 361021 Re:EPWK Holdings Ltd. Amendment No. 2 to Registration Statement on Form F-1 Filed June 29, 2023 File No. 333-269657 Dear Guohua Huang: We have reviewed your amended registration statement and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comments apply 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 these comments, we may have additional comments. Unless we note otherwise, our references to prior comments are to comments in our June 14, 2023 letter. Amendment No. 2 to Registration Statement on Form F-1 Filed June 29, 2023 Trusted Platform for Buyers and Sellers, page 3 1.We note your amended disclosure in response to comment 2. Please revise your disclosure to include:
•a description of fees and related pricing for Wukong SDK; and
•a description of the payment terms and rates as disclosed in Article 5 of the Xiamen International Bank Co., Ltd. Service Agreement.
FirstName LastNameGuohua Huang Comapany NameEPWK Holdings Ltd. July 17, 2023 Page 2 FirstName LastName Guohua Huang EPWK Holdings Ltd. July 17, 2023 Page 2 Related Party Transactions, page 141 2.We note your response to comment 8 and we reissue it. We note your disclosure here is as of June 30, 2022 and December 31, 2022. Please revise this disclosure to reflect information that is up to the date of the prospectus. Refer to Item 4.a. of Form F-1 and Item 7.B. of Form 20-F. Interim Period Financial Statements Report of Independent Registered Public Accounting Firm Basis for Review Results, page F-2 3.The wording herein is in the context of an audit. Please revise to be in the context of a review. Refer to AS 4105. Annual Financial Statements Notes to Financial Statements Note 2. Summary of Significant Accounting Policies (m) Revenue Recognition, page F-50 4.We note the new risk factor on page 30 in which you state that you provide one-year free technical after-sales maintenance service. Please explain to us and disclose how the transaction price is allocated to this performance obligation and when and how it is recognized as revenue. Refer to the section on allocating the transaction price to performance obligations within ASC 610-10 beginning in 606-10-32-28. Exhibit Index Exhibit 23.1, page II-4 5.Please provide a consent from your independent accounting firm for the use of its audit report that refers to the proper filing, for example, the appropriate amendment number, and refers to each date associated with the report, for example, "Note 2(y), as to which the date is June 22, 2023." Additionally, provide an acknowledgement letter from your independent accounting firm for the use of its review report. Exhibit Index Exhibit 5.1, page II-4 6.We note the amended opinion filed as Exhibit 5.1 in response to comment 12 and we reissue it in part. The opinion regarding the warrants must be rendered under the law of the jurisdiction governing the warrants which, in this case, is New York, however Exhibit 5.1 is limited to the laws of the Cayman Islands; please revise. Refer to Staff Legal Bulletin No. 19 for additional information.
FirstName LastNameGuohua Huang Comapany NameEPWK Holdings Ltd. July 17, 2023 Page 3 FirstName LastName Guohua Huang EPWK Holdings Ltd. July 17, 2023 Page 3 You may contact Aamira Chaudhry at (202) 551-3389 or Doug Jones at (202) 551- 3309 if you have questions regarding comments on the financial statements and related matters. Please contact Cara Wirth at (202) 551-7127 or Lilyanna Peyser at (202) 551-3222 with any other questions. Sincerely, Division of Corporation Finance Office of Trade & Services cc: Fang Liu, Esq.
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United States securities and exchange commission logo
July 17, 2023
Guohua Huang
Chief Executive Officer
EPWK Holdings Ltd.
Building #2, District A, No. 359 Chengyi Rd.
The third phase of Xiamen Software Park
Xiamen City, Fujian Province
The People’s Republic of China, 361021
Re:EPWK Holdings Ltd.
Amendment No. 2 to Registration Statement on Form F-1
Filed June 29, 2023
File No. 333-269657
Dear Guohua Huang:
We have reviewed your amended registration statement and have the following
comments. In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe our comments apply 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 these comments, we may have additional comments. Unless we note
otherwise, our references to prior comments are to comments in our June 14, 2023 letter.
Amendment No. 2 to Registration Statement on Form F-1 Filed June 29, 2023
Trusted Platform for Buyers and Sellers, page 3
1.We note your amended disclosure in response to comment 2. Please revise your
disclosure to include:
•a description of fees and related pricing for Wukong SDK; and
•a description of the payment terms and rates as disclosed in Article 5 of the Xiamen
International Bank Co., Ltd. Service Agreement.
FirstName LastNameGuohua Huang
Comapany NameEPWK Holdings Ltd.
July 17, 2023 Page 2
FirstName LastName
Guohua Huang
EPWK Holdings Ltd.
July 17, 2023
Page 2
Related Party Transactions, page 141
2.We note your response to comment 8 and we reissue it. We note your disclosure here is as
of June 30, 2022 and December 31, 2022. Please revise this disclosure to reflect
information that is up to the date of the prospectus. Refer to Item 4.a. of Form F-1 and
Item 7.B. of Form 20-F.
Interim Period Financial Statements
Report of Independent Registered Public Accounting Firm
Basis for Review Results, page F-2
3.The wording herein is in the context of an audit. Please revise to be in the context of a
review. Refer to AS 4105.
Annual Financial Statements
Notes to Financial Statements
Note 2. Summary of Significant Accounting Policies
(m) Revenue Recognition, page F-50
4.We note the new risk factor on page 30 in which you state that you provide one-year free
technical after-sales maintenance service. Please explain to us and disclose how the
transaction price is allocated to this performance obligation and when and how it is
recognized as revenue. Refer to the section on allocating the transaction price to
performance obligations within ASC 610-10 beginning in 606-10-32-28.
Exhibit Index
Exhibit 23.1, page II-4
5.Please provide a consent from your independent accounting firm for the use of its audit
report that refers to the proper filing, for example, the appropriate amendment number,
and refers to each date associated with the report, for example, "Note 2(y), as to which the
date is June 22, 2023." Additionally, provide an acknowledgement letter from your
independent accounting firm for the use of its review report.
Exhibit Index
Exhibit 5.1, page II-4
6.We note the amended opinion filed as Exhibit 5.1 in response to comment 12 and we
reissue it in part. The opinion regarding the warrants must be rendered under the law of
the jurisdiction governing the warrants which, in this case, is New York, however Exhibit
5.1 is limited to the laws of the Cayman Islands; please revise. Refer to Staff Legal
Bulletin No. 19 for additional information.
FirstName LastNameGuohua Huang
Comapany NameEPWK Holdings Ltd.
July 17, 2023 Page 3
FirstName LastName
Guohua Huang
EPWK Holdings Ltd.
July 17, 2023
Page 3
You may contact Aamira Chaudhry at (202) 551-3389 or Doug Jones at (202) 551-
3309 if you have questions regarding comments on the financial statements and related
matters. Please contact Cara Wirth at (202) 551-7127 or Lilyanna Peyser at (202) 551-3222 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc: Fang Liu, Esq.