Correspondence 0001213900-23-009696 from Global Interactive Technologies, Inc. (GITS)
Global Interactive Technologies, Inc.
Date: Feb. 9, 2023 · CIK: 0001911545 · Accession: 0001213900-23-009696
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-269419
Referenced dates: February 8, 2023
Letter
VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Technology Attention: Melissa Kindelan, Senior Staff Accountant Re: Hanryu Holdings, Inc. Amendment No. 1 to Registration Statement on Form S-1 Filed February 7, 2023 File No. 333-269419
Dear Mr. Kim:
Hanryu Holdings, Inc. (the “Company”) confirms receipt of the letter dated February 8, 2023, from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) with respect to the above-referenced filing. We are responding to the Staff’s comments as set forth below. The Staff’s comments are set forth below, followed by the Company’s response in bold:
Amendment No. 2 to Registration Statement on Form S-1 (the “Registration Statement”)
Prospectus Summary, page 4
1. We note your revision in response to prior comment one. Please further revise to state, if true, “For the nine months ended September 30, 2022, we had generated $904,041 of revenue in aggregate from marketing service sales, product sales and content sales from certain Company subsidiaries.” Also state, if true, “To date, we have not generated revenue from the FANTOO platform....” Lastly, remove the references to “as of September 30, 2022” to avoid confusion in this disclosure.
RESPONSE: In response to the Staff’s comment, the Company advises the Staff that the Company has updated the relevant disclosure on page 4 of the Registration Statement in accordance with the Staff’s request.
Chang-Hyuk Kang
Hanryu Holdings, Inc.
February 9,
Page 2
The Offering, page 15
2. You disclose that all information in this prospectus assumes the issuance of shares of common stock from the exercise of all issued and outstanding warrants. Since the shares outstanding as of February 6, 2023 excludes 6,487,767 shares of common stock issuable upon exercise of warrants that have not been exercised as of that date, it is unclear what share issuance is assumed. Please explain and revise as necessary.
RESPONSE: In response to the Staff’s comment, the Company advises the Staff that the number of shares of common stock outstanding in the prospectus excludes 6,487,767 shares of common stock issuable upon exercise of warrants that have not been exercised as of the date of the prospectus. The Company has removed the disclosure stating that information in the prospectus assumes the issuance of shares of common stock from the exercise of all issued and outstanding warrants to clarify as such.
Executive Compensation, page 104
3. Please update your Securities Authorized for Issuance under Equity Compensation Plans table and your Outstanding Equity Awards at Fiscal Year-End disclosure through December 31, 2022.
RESPONSE: In response to the Staff’s comment, the Company advises the Staff that the Company has updated the Securities Authorized for Issuance under Equity Compensation Plans table and Outstanding Equity Awards at Fiscal Year-End disclosure through December 31, 2022.
Notes to Consolidated Financial Statements
Note 3 - Restatement, page F-18
4. Please revise to incorporate here all of the information disclosed in Explanatory Note on page F-2. Further, revise to discuss the restatement adjustments related to the reclassification of costs from Operating cost and expenses to Cost of Revenue. Lastly, discuss the adjustments and impact for the nine months ended September 30, 2021.
RESPONSE: In response to the Staff’s comment, the Company advises the Staff that in the Original Filing as of September 30, 2022, and September 30, 2021, the Company considered a lien against Seoul Marina Co., Ltd. (“SMC”) as an “Investment” on its financial statements and did not amortize or record any rent expense on this lien. After further review, the Company determined that the lien should have been treated as a Right of Use Asset (“ROU”) under the guidelines of ASC 842 instead of as an “Investment” on its balance sheet. As a result, the Company recorded $194,997, and $72,923, in rent expense for the nine months ended September 30, 2022 and September 30, 2021, respectively (when the rent expense in the Original Filing was $-0- for both periods). Additionally during the nine months ended September 30, 2021, the Company recorded an impairment charge of $160,155 on its ROU assets. These adjustments increased the Company’s operating losses by $194,997 and $233,078 for the periods ended September 30, 2022 and 2021, respectively. Additionally, the Company made a reclassification entry during the nine months ended September 30, 2022 to reclass expenses from “operating expenses” to the “cost of revenue” in its financial statements. This reclassification had no impact on the Company’s profit and loss for the period ended September 30, 2022. The following items have been amended to reflect the restatements:
(a) Consolidated Financial Statements and Footnotes. The amended financial statements are reflected in Note 3 Restatement; and
(b) Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Notes to Consolidated Financial Statements
Note 3 - Restatement, page F-64
5. Please revise to incorporate here all of the information disclosed in the Explanatory Note on page F-48, however, such information should address the impact of the restatement adjustments as of and for the year ended December 31, 2021.
RESPONSE: In response to the Staff’s comment, the Company advises the Staff that in the Original Filing as of December 31, 2021 the Company considered a lien against Seoul Marina Co., Ltd. (“SMC”) as an “Investment” on its financial statements and did not amortize or record any rent expense on this lien. After further review, the Company determined that the lien should have been treated as a Right of Use Asset (“ROU”) under the guidelines of ASC 842 instead of as an “Investment” on its balance sheet. As a result, the Company recorded $144,138 in rent expense for the year ended December 31, 2021 when rent expense in the Original Filing was $-0-. Additionally, during the year ended December 31, 2021, the Company recorded an impairment charge of $158,278 on its ROU asset. These adjustments increased the Company’s operating losses by $302,416 for year ended December 31, 2021. The following items have been amended to reflect the restatements:
(a) Consolidated Financial Statements and Footnotes. The amended financial statements are reflected in Note 3 Restatement; and
(b) Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Chang-Hyuk Kang
Hanryu Holdings, Inc.
February 9,
Page 3
We trust that this response satisfactorily responds to your request. Should you require further information, please contact our legal counsel Matthew Ogurick at (212) 536-4085.
Very truly yours,
/s/ Chang-Hyuk Kang
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CORRESP
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filename1.htm
Hanryu Holdings, Inc.
160, Yeouiseo-ro
Yeongdeungpo-gu, Seoul
Republic of Korea 07231
February 9, 2023
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
Office of Technology
100 F. Street, N.W.
Mail Stop 6010/3561
Washington, DC 20549
Attention:
Melissa Kindelan, Senior Staff Accountant
Kathleen Collins, Accounting Branch Chief
Larry Spirgel, Office Chief
Edwin Kim, Staff Attorney
Re:
Hanryu Holdings, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed February 7, 2023
File No. 333-269419
Dear Mr. Kim:
Hanryu Holdings, Inc. (the “Company”)
confirms receipt of the letter dated February 8, 2023, from the staff (the “Staff”) of the Securities and Exchange
Commission (the “Commission”) with respect to the above-referenced filing. We are responding to the Staff’s comments
as set forth below. The Staff’s comments are set forth below, followed by the Company’s response in bold:
Amendment No. 2 to Registration Statement on Form S-1 (the “Registration
Statement”)
Prospectus Summary, page 4
1.
We note your revision in response to prior comment one. Please further revise to state, if true, “For the nine months ended September 30, 2022, we had generated $904,041 of revenue in aggregate from marketing service sales, product sales and content sales from certain Company subsidiaries.” Also state, if true, “To date, we have not generated revenue from the FANTOO platform....” Lastly, remove the references to “as of September 30, 2022” to avoid confusion in this disclosure.
RESPONSE: In response to the Staff’s comment, the
Company advises the Staff that the Company has updated the relevant disclosure on page 4 of the Registration Statement in accordance with
the Staff’s request.
Chang-Hyuk Kang
Hanryu Holdings, Inc.
February 9,
2023
Page 2
The Offering, page 15
2.
You disclose that all information in this prospectus assumes the issuance of shares of common stock from the exercise of all issued and outstanding warrants. Since the shares outstanding as of February 6, 2023 excludes 6,487,767 shares of common stock issuable upon exercise of warrants that have not been exercised as of that date, it is unclear what share issuance is assumed. Please explain and revise as necessary.
RESPONSE: In response to the Staff’s comment, the
Company advises the Staff that the number of shares of common stock outstanding in the prospectus
excludes 6,487,767 shares of common stock issuable upon exercise of warrants that have not been exercised as of the date of the prospectus.
The Company has removed the disclosure stating that information in the prospectus assumes the issuance of shares of common stock from
the exercise of all issued and outstanding warrants to clarify as such.
Executive Compensation, page 104
3.
Please update your Securities Authorized for Issuance under Equity Compensation Plans table and your Outstanding Equity Awards at Fiscal Year-End disclosure through December 31, 2022.
RESPONSE: In response to the Staff’s comment, the
Company advises the Staff that the Company has updated the Securities Authorized for Issuance under Equity Compensation Plans table and
Outstanding Equity Awards at Fiscal Year-End disclosure through December 31, 2022.
Notes to Consolidated Financial
Statements
Note 3 - Restatement, page F-18
4.
Please revise to incorporate here all of the information disclosed in Explanatory Note on page F-2. Further, revise to discuss the restatement adjustments related to the reclassification of costs from Operating cost and expenses to Cost of Revenue. Lastly, discuss the adjustments and impact for the nine months ended September 30, 2021.
RESPONSE: In response to the Staff’s comment, the
Company advises the Staff that in the Original Filing as of September 30, 2022, and September 30, 2021, the Company considered a lien
against Seoul Marina Co., Ltd. (“SMC”) as an “Investment” on its financial statements and did not amortize or
record any rent expense on this lien. After further review, the Company determined that the lien should have been treated as a Right
of Use Asset (“ROU”) under the guidelines of ASC 842 instead of as an “Investment” on its balance sheet. As a
result, the Company recorded $194,997, and $72,923, in rent expense for the nine months ended September 30, 2022 and September 30, 2021,
respectively (when the rent expense in the Original Filing was $-0- for both periods). Additionally during the nine months ended September
30, 2021, the Company recorded an impairment charge of $160,155 on its ROU assets. These adjustments increased the Company’s operating
losses by $194,997 and $233,078 for the periods ended September 30, 2022 and 2021, respectively. Additionally, the Company made a reclassification
entry during the nine months ended September 30, 2022 to reclass expenses from “operating expenses” to the “cost of
revenue” in its financial statements. This reclassification had no impact on the Company’s profit and loss for the period
ended September 30, 2022. The following items have been amended to reflect the restatements:
(a) Consolidated Financial Statements and Footnotes. The
amended financial statements are reflected in Note 3 Restatement; and
(b) Management’s Discussion and Analysis of Financial Condition
and Results of Operations.
Notes to Consolidated Financial
Statements
Note 3 - Restatement, page F-64
5.
Please revise to incorporate here all of the information disclosed in the Explanatory Note on page F-48, however, such information should address the impact of the restatement adjustments as of and for the year ended December 31, 2021.
RESPONSE: In response to the Staff’s comment, the
Company advises the Staff that in the Original Filing as of December 31, 2021 the Company considered a lien against Seoul Marina Co.,
Ltd. (“SMC”) as an “Investment” on its financial statements and did not amortize or record any rent expense on
this lien. After further review, the Company determined that the lien should have been treated as a Right of Use Asset (“ROU”)
under the guidelines of ASC 842 instead of as an “Investment” on its balance sheet. As a result, the Company recorded $144,138
in rent expense for the year ended December 31, 2021 when rent expense in the Original Filing was $-0-. Additionally, during the year
ended December 31, 2021, the Company recorded an impairment charge of $158,278 on its ROU asset. These adjustments increased the Company’s
operating losses by $302,416 for year ended December 31, 2021. The following items have been amended to reflect the restatements:
(a) Consolidated Financial Statements and Footnotes. The
amended financial statements are reflected in Note 3 Restatement; and
(b) Management’s Discussion and Analysis of Financial
Condition and Results of Operations.
Chang-Hyuk Kang
Hanryu Holdings, Inc.
February 9,
2023
Page 3
We trust that this response satisfactorily responds
to your request. Should you require further information, please contact our legal counsel Matthew Ogurick at (212) 536-4085.
Very truly yours,
/s/ Chang-Hyuk Kang
Chang-Hyuk Kang,
Chief Executive Officer
cc: Matthew Ogurick, Esq. of K&L Gates LLP