SEC Comment Letter 0000000000-23-001143 to Global Interactive Technologies, Inc. (GITS)
Global Interactive Technologies, Inc.
Date: Feb. 3, 2023 · CIK: 0001911545 · Accession: 0000000000-23-001143
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-269419
Referenced dates: January 13, 2023
Letter
United States securities and exchange commission logo February 3, 2023 Chang-Hyuk Kang Chief Executive Officer Hanryu Holdings, Inc. 160, Yeouiseo-ro Yeongdeungpo-gu, Seoul Republic of Korea 07231 Re:Hanryu Holdings, Inc. Registration Statement on Form S-1 Filed January 26, 2022 File No. 333-269419 Dear Chang-Hyuk Kang: We have reviewed your 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. References to our prior comments refer to our letter dated January 13, 2023. Registration Statement filed on Form S-1 Prospectus Summary, page 4 1.We note your revised disclosure in response to prior comment 1 states that revenue generated as of September 30, 2022 was $904,041. Please further revise to clarify that such amount was generated for the nine months ended September 30, 2022 or revise to reflect the cumulative amount of revenue recognized as of such date.
FirstName LastNameChang-Hyuk Kang Comapany NameHanryu Holdings, Inc. February 3, 2023 Page 2 FirstName LastName Chang-Hyuk Kang Hanryu Holdings, Inc. February 3, 2023 Page 2 Risk Factors If we fail to maintain an effective system of internal controls over financial reporting..., page 45 2.You state that management has reviewed your current internal controls over financial reporting and concluded they are effective. You also indicate that during the course of documenting and testing your internal control over financial reporting, you may identify weaknesses and deficiencies in your internal control over financial reporting. Given you have restated the financial statements as a result of errors coupled with the fact that the key performance indicators previously provided were incorrect, please revise these disclosures as appropriate. In this regard, while we acknowledge that you are not yet subject to the requirements of Section 404 of the Sarbanes-Oxley Act of 2002, tell us how management's conclusion regarding your controls is still appropriate, or revise. Further, disclose whether you are now aware of any significant deficiencies or material weaknesses in your controls that will need to be addressed when you become a public company. Executive Compensation, page 104 3.Please update your Executive Compensation tables through December 31, 2022 in your next amendment. Notes to Consolidated Financial Statements Note 3 - Restatement, page F-61 4.Please revise to include a description of the nature of each error. Similar disclosures should be added in the interim financial statements on page F-18. Refer to ASC 250-10- 50-7. Also, please have your auditors revise their opinion to include an explanatory paragraph with regard to the correction of the material misstatements in your previously issued financial statements. Refer paragraph .18(e) of PCAOB AS 3101. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement.
FirstName LastNameChang-Hyuk Kang Comapany NameHanryu Holdings, Inc. February 3, 2023 Page 3 FirstName LastName Chang-Hyuk Kang Hanryu Holdings, Inc. February 3, 2023 Page 3 You may contact Melissa Kindelan, Senior Staff Accountant, at (202) 551-3564 or Kathleen Collins, Accounting Branch Chief, at (202) 551-3499 if you have questions regarding comments on the financial statements and related matters. Please contact Edwin Kim, Staff Attorney, at (202) 551-3297or Larry Spirgel, Office Chief, at (202) 551-3815 with any other questions. Sincerely, Division of Corporation Finance Office of Technology cc: Matthew Ogurick, Esq.
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United States securities and exchange commission logo
February 3, 2023
Chang-Hyuk Kang
Chief Executive Officer
Hanryu Holdings, Inc.
160, Yeouiseo-ro
Yeongdeungpo-gu, Seoul
Republic of Korea 07231
Re:Hanryu Holdings, Inc.
Registration Statement on Form S-1
Filed January 26, 2022
File No. 333-269419
Dear Chang-Hyuk Kang:
We have reviewed your 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. References to our
prior comments refer to our letter dated January 13, 2023.
Registration Statement filed on Form S-1
Prospectus Summary, page 4
1.We note your revised disclosure in response to prior comment 1 states that revenue
generated as of September 30, 2022 was $904,041. Please further revise to clarify that
such amount was generated for the nine months ended September 30, 2022 or revise to
reflect the cumulative amount of revenue recognized as of such date.
FirstName LastNameChang-Hyuk Kang
Comapany NameHanryu Holdings, Inc.
February 3, 2023 Page 2
FirstName LastName
Chang-Hyuk Kang
Hanryu Holdings, Inc.
February 3, 2023
Page 2
Risk Factors
If we fail to maintain an effective system of internal controls over financial reporting..., page 45
2.You state that management has reviewed your current internal controls over financial
reporting and concluded they are effective. You also indicate that during the course of
documenting and testing your internal control over financial reporting, you may identify
weaknesses and deficiencies in your internal control over financial reporting. Given you
have restated the financial statements as a result of errors coupled with the fact that the
key performance indicators previously provided were incorrect, please revise these
disclosures as appropriate. In this regard, while we acknowledge that you are not yet
subject to the requirements of Section 404 of the Sarbanes-Oxley Act of 2002, tell us how
management's conclusion regarding your controls is still appropriate, or revise. Further,
disclose whether you are now aware of any significant deficiencies or material
weaknesses in your controls that will need to be addressed when you become a public
company.
Executive Compensation, page 104
3.Please update your Executive Compensation tables through December 31, 2022 in your
next amendment.
Notes to Consolidated Financial Statements
Note 3 - Restatement, page F-61
4.Please revise to include a description of the nature of each error. Similar disclosures
should be added in the interim financial statements on page F-18. Refer to ASC 250-10-
50-7. Also, please have your auditors revise their opinion to include an explanatory
paragraph with regard to the correction of the material misstatements in your previously
issued financial statements. Refer paragraph .18(e) of PCAOB AS 3101.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
FirstName LastNameChang-Hyuk Kang
Comapany NameHanryu Holdings, Inc.
February 3, 2023 Page 3
FirstName LastName
Chang-Hyuk Kang
Hanryu Holdings, Inc.
February 3, 2023
Page 3
You may contact Melissa Kindelan, Senior Staff Accountant, at (202) 551-3564 or
Kathleen Collins, Accounting Branch Chief, at (202) 551-3499 if you have questions regarding
comments on the financial statements and related matters. Please contact Edwin Kim, Staff
Attorney, at (202) 551-3297or Larry Spirgel, Office Chief, at (202) 551-3815 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc: Matthew Ogurick, Esq.