Correspondence 0001493152-23-024891 from ANGKASA-X HOLDINGS CORP. (CIK 0001903709)
ANGKASA-X HOLDINGS CORP. (CIK 0001903709)
Date: July 19, 2023 · CIK: 0001903709 · Accession: 0001493152-23-024891
AI Filing Summary & Sentiment
File numbers found in text: 333-268366
Referenced dates: July 11, 2023
Letter
Securities and Exchange Commission Division of Corporate Finance Office of Technology Angkasa-X Holdings Corp. Amendment No. 2 to Registration Statement on Form F-1 Filed July 3, 2023 File No. 333-268366
Dear Ms. Woo, Barone, Akst and Dietz,
On behalf of our client, Angkasa-X Holdings Corp. (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 July 11, 2023. Concurrently with the submission of this letter, the Company is submitting its revised registration statement on Form F-1 (the “Revised Registration Statement”) and the related exhibits via EDGAR to the Commission.
The Staff’s comments are repeated below in bold and are followed by the Company’s responses. We have included page references in the Revised Registration Statement where the language addressing a particular comment appears. Capitalized terms used but not otherwise defined herein have the meanings set forth in the Revised Registration Statement.
* * *
Amendment No. 2 to Registration Statement on Form F-1
Risk Factors
Risks Related to Our Business and Industry
“We are heavily dependent...”, page 33
1. Revise your risk factor to disclose significant customer concentrations for all periods included in the filing. In addition, please revise to provide this information in “Note 16. Concentration of Risk” of your audited financial statements in accordance with ASC 280-10-50-42.
Response:
We have revised the Company’s risk factor to disclose significant customer concentrations for all periods included in the filing on page 33 of the Revised Registration Statement. We have also revised “Note 16. Concentration of Risk” of the Company’s audited financial statements to ensure it is in accordance with ASC 280-10-50-42.
Dilution, page 56
2. You state in your response to prior comment 4 that there will be no underwriter discount and offering expenses for the shares offered as you do not have an underwriter. However, you refer to the “net proceeds of the Offering” and we note your disclosure on page 134 refers to expenses related to the offering. Please advise or revise accordingly.
Response:
We wish to clarify that the Company does not have an underwriter and accordingly, does not have underwriter-related expenses. However, the Company does have offering expenses set forth on page 134.
Signatures, page 139
3. With your next amendment, please ensure that the registration statement is signed by at least a majority of the board of directors. See Instruction 1 to Signatures of Form F-1.
Response:
We have ensured that a majority of the board of directors of the Company have signed the Revised Registration Statement.
If you have any questions regarding the Revised Registration Statement, please contact the undersigned by phone at (212) 930 9700 or via e-mail at btan@srf.law.
Very
truly yours,
SICHENZIA
ROSS FERENCE LLP
Show Raw Text
CORRESP
1
filename1.htm
July
19, 2023
Alexandra
Barone/ Jan Woo
Megan
Akst/ Christine Dietz
Securities
and Exchange Commission
Division
of Corporate Finance
Office
of Technology
100
F Street, N.E.
Washington,
D.C. 20549
Re:
Angkasa-X
Holdings Corp.
Amendment
No. 2 to Registration Statement on Form F-1
Filed
July 3, 2023
File
No. 333-268366
Dear
Ms. Woo, Barone, Akst and Dietz,
On
behalf of our client, Angkasa-X Holdings Corp. (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 July 11, 2023. Concurrently with the submission of this letter, the Company is submitting its revised
registration statement on Form F-1 (the “Revised Registration Statement”) and the related exhibits via EDGAR to the Commission.
The
Staff’s comments are repeated below in bold and are followed by the Company’s responses. We have included page references
in the Revised Registration Statement where the language addressing a particular comment appears. Capitalized terms used but not otherwise
defined herein have the meanings set forth in the Revised Registration Statement.
*
* *
Amendment
No. 2 to Registration Statement on Form F-1
Risk
Factors
Risks
Related to Our Business and Industry
“We
are heavily dependent...”, page 33
1.
Revise your risk factor to disclose significant customer concentrations for all periods included in the filing. In addition, please revise
to provide this information in “Note 16. Concentration of Risk” of your audited financial statements in accordance with ASC
280-10-50-42.
Response:
We
have revised the Company’s risk factor to disclose significant customer concentrations for all periods included in the filing on
page 33 of the Revised Registration Statement. We have also revised “Note 16. Concentration of Risk” of the Company’s
audited financial statements to ensure it is in accordance with ASC 280-10-50-42.
Dilution,
page 56
2.
You state in your response to prior comment 4 that there will be no underwriter discount and offering expenses for the shares offered
as you do not have an underwriter. However, you refer to the “net proceeds of the Offering” and we note your disclosure on
page 134 refers to expenses related to the offering. Please advise or revise accordingly.
Response:
We
wish to clarify that the Company does not have an underwriter and accordingly, does not have underwriter-related expenses. However,
the Company does have offering expenses set forth on page 134.
Signatures,
page 139
3.
With your next amendment, please ensure that the registration statement is signed by at least a majority of the board of directors. See
Instruction 1 to Signatures of Form F-1.
Response:
We
have ensured that a majority of the board of directors of the Company have signed the Revised Registration Statement.
If
you have any questions regarding the Revised Registration Statement, please contact the undersigned by phone at (212) 930 9700 or via
e-mail at btan@srf.law.
Very
truly yours,
SICHENZIA
ROSS FERENCE LLP
/s/
Benjamin Tan
Benjamin
Tan Esq.
1185
Avenue of the Americas | 31st Floor | New York, NY | 10036
T
(212) 930 9700 | F (212) 930 9725 | WWW.SRF.LAW