SEC Comment Letter 0000000000-23-002801 to Galaxy Payroll Group Ltd (GLXG) (CIK 0001905920) (GLXG)
Galaxy Payroll Group Ltd (GLXG) (CIK 0001905920)
Date: March 21, 2023 · CIK: 0001905920 · Accession: 0000000000-23-002801
AI Filing Summary & Sentiment
File numbers found in text: 333-269043
Letter
United States securities and exchange commission logo March 21, 2023 Wai Hong Lao Chief Executive Officer and Director Galaxy Payroll Group Ltd 25th Floor, Ovest 77 Wing Lok Street Sheung Wan, Hong Kong Re:Galaxy Payroll Group Ltd Amendment No. 2 to Registration Statement on Form F-1 Filed February 22, 2023 File No. 333-269043 Dear Wai Hong Lao: 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 February 13, 2023 letter. Amendment No. 2 to Registration Statement on Form F-1 filed February 22, 2023 Prospectus Summary Risk Factor Summary, page 6 1.We note your revisions to include a bullet point addressing the effectiveness of the Trial Administrative Measures, including the statement that "we cannot assure you that we will be able to complete such process on time." Please revise this bullet to expand your disclosure to state what you mean by "on time," for example, by briefly outlining the deadlines related to the Measures and/or this offering.
FirstName LastNameWai Hong Lao Comapany NameGalaxy Payroll Group Ltd March 21, 2023 Page 2 FirstName LastName Wai Hong Lao Galaxy Payroll Group Ltd March 21, 2023 Page 2 Risk Factors Risks Relating to the PRC, Hong Kong, Taiwan and Macau Upon the effectiveness of the Trial Administrative measures, we may be..., page 29 2.We note the revisions to the cover page regarding the effectiveness of the Trial Administrative Measures going into effect March 31, 2023 and related filing procedures with the CSRC, as well as the inclusion of risk factor disclosure on the same topic. Please further revise this risk factor to address the risks to your entities, individuals who work with or control your entities and your investors, as well as any impact on this offering, should the company be required to complete filing procedures in connection with the Trial Administrative Measures and it is unable to do so or is unable to do so within the prescribed periods. In this regard, we note that such risks may include financial penalties, failure to list/remain listed, and risks to investors if you list prior to receiving CSRC approval. Disclose whether the offering is contingent on receipt of approval from the CSRC. You state that you "may" be subject to the Trial Administrative Measures; please disclose whether or not you are or are likely to be subject to the Trial Administrative Measures, the basis for this determination, and whether you consulted with counsel in making this determination.
You may contact Stephen Kim at 202-551-3291 or Adam Phippen at 202-551-3336 if you have questions regarding comments on the financial statements and related matters. Please contact Kate Beukenkamp at 202-551-3861 or Lilyanna Peyser at 202-551-3222 with any other questions. Sincerely, Division of Corporation Finance Office of Trade & Services cc: Elizabeth Fei Chen, Esq.
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United States securities and exchange commission logo
March 21, 2023
Wai Hong Lao
Chief Executive Officer and Director
Galaxy Payroll Group Ltd
25th Floor, Ovest
77 Wing Lok Street
Sheung Wan, Hong Kong
Re:Galaxy Payroll Group Ltd
Amendment No. 2 to Registration Statement on Form F-1
Filed February 22, 2023
File No. 333-269043
Dear Wai Hong Lao:
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 February 13, 2023 letter.
Amendment No. 2 to Registration Statement on Form F-1 filed February 22, 2023
Prospectus Summary
Risk Factor Summary, page 6
1.We note your revisions to include a bullet point addressing the effectiveness of the Trial
Administrative Measures, including the statement that "we cannot assure you that we will
be able to complete such process on time." Please revise this bullet to expand your
disclosure to state what you mean by "on time," for example, by briefly outlining the
deadlines related to the Measures and/or this offering.
FirstName LastNameWai Hong Lao
Comapany NameGalaxy Payroll Group Ltd
March 21, 2023 Page 2
FirstName LastName
Wai Hong Lao
Galaxy Payroll Group Ltd
March 21, 2023
Page 2
Risk Factors
Risks Relating to the PRC, Hong Kong, Taiwan and Macau
Upon the effectiveness of the Trial Administrative measures, we may be..., page 29
2.We note the revisions to the cover page regarding the effectiveness of the Trial
Administrative Measures going into effect March 31, 2023 and related filing procedures
with the CSRC, as well as the inclusion of risk factor disclosure on the same topic. Please
further revise this risk factor to address the risks to your entities, individuals who work
with or control your entities and your investors, as well as any impact on this offering,
should the company be required to complete filing procedures in connection with the Trial
Administrative Measures and it is unable to do so or is unable to do so within the
prescribed periods. In this regard, we note that such risks may include financial penalties,
failure to list/remain listed, and risks to investors if you list prior to receiving CSRC
approval. Disclose whether the offering is contingent on receipt of approval from the
CSRC. You state that you "may" be subject to the Trial Administrative Measures; please
disclose whether or not you are or are likely to be subject to the Trial Administrative
Measures, the basis for this determination, and whether you consulted with counsel in
making this determination.
You may contact Stephen Kim at 202-551-3291 or Adam Phippen at 202-551-3336 if
you have questions regarding comments on the financial statements and related matters. Please
contact Kate Beukenkamp at 202-551-3861 or Lilyanna Peyser at 202-551-3222 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc: Elizabeth Fei Chen, Esq.