SEC Comment Letter 0000000000-23-003302 to Global Interactive Technologies, Inc. (GITS)
Global Interactive Technologies, Inc.
Date: March 31, 2023 · CIK: 0001911545 · Accession: 0000000000-23-003302
AI Filing Summary & Sentiment
File numbers found in text: 333-269419
Letter
United States securities and exchange commission logo March 31, 2023 Chang-Hyuk Kang Chief Executive Officer Hanryu Holdings, Inc. 160, Yeouiseo-ro Yeongdeungpo-gu, Seoul Republic of Korea 07231 Re:Hanryu Holdings, Inc. Amendment No. 5 to Registration Statement on Form S-1 Filed March 30, 2023 File No. 333-269419 Dear Chang-Hyuk Kang: 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 March 29, 2023 letter. Amendment No. 5 to Form S-1 filed on March 29, 2023 Notes to Consolidated Financial Statements Note 9. Investments, page F-32 1.Please address the following as it relates to your response and revised disclosures to prior comment 3. •Tell us where you recorded the gain on sale of the Setopia Investment. In this regard, you state that you acquired the investment in exchange for warrants totaling $635,000 and then sold it for $710,171, which would appear to result in a gain of $75,171. Further the $6,794 loss on sale of investments disclosed in Note 9 and in your statement of operations appears to relate to the sale of the SMC shares and not this
FirstName LastNameChang-Hyuk Kang Comapany NameHanryu Holdings, Inc. March 31, 2023 Page 2 FirstName LastName Chang-Hyuk Kang Hanryu Holdings, Inc. March 31, 2023 Page 2 transaction. Please explain or revise as necessary. •Revise your disclosures in Note 9 to more clearly disclose that the 500,000 warrants were exercised in exchange for the $635,000 Setopia bonds similar to your disclosures on page 67. •As the acquisition of the Setopia investment appears to be a non-cash transaction, revise the table in Note 15 to reflect the exercise of warrants and the receipt of the investment. 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) 551-3297 or 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
March 31, 2023
Chang-Hyuk Kang
Chief Executive Officer
Hanryu Holdings, Inc.
160, Yeouiseo-ro
Yeongdeungpo-gu, Seoul
Republic of Korea 07231
Re:Hanryu Holdings, Inc.
Amendment No. 5 to Registration Statement on Form S-1
Filed March 30, 2023
File No. 333-269419
Dear Chang-Hyuk Kang:
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 March 29, 2023 letter.
Amendment No. 5 to Form S-1 filed on March 29, 2023
Notes to Consolidated Financial Statements
Note 9. Investments, page F-32
1.Please address the following as it relates to your response and revised disclosures to prior
comment 3.
•Tell us where you recorded the gain on sale of the Setopia Investment. In this regard,
you state that you acquired the investment in exchange for warrants totaling $635,000
and then sold it for $710,171, which would appear to result in a gain of $75,171.
Further the $6,794 loss on sale of investments disclosed in Note 9 and in your
statement of operations appears to relate to the sale of the SMC shares and not this
FirstName LastNameChang-Hyuk Kang
Comapany NameHanryu Holdings, Inc.
March 31, 2023 Page 2
FirstName LastName
Chang-Hyuk Kang
Hanryu Holdings, Inc.
March 31, 2023
Page 2
transaction. Please explain or revise as necessary.
•Revise your disclosures in Note 9 to more clearly disclose that the 500,000 warrants
were exercised in exchange for the $635,000 Setopia bonds similar to your
disclosures on page 67.
•As the acquisition of the Setopia investment appears to be a non-cash transaction,
revise the table in Note 15 to reflect the exercise of warrants and the receipt of the
investment.
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) 551-3297 or Larry Spirgel, Office Chief, at (202) 551-3815 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc: Matthew Ogurick, Esq.