Correspondence 0001213900-23-010513 from Global Interactive Technologies, Inc. (GITS)
Global Interactive Technologies, Inc.
Date: Feb. 13, 2023 · CIK: 0001911545 · Accession: 0001213900-23-010513
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-269419
Referenced dates: February 10, 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. 2 to Registration Statement on Form S-1 Filed February 9, 2023 File No. 333-269419
Dear Mr. Kim:
Hanryu Holdings, Inc. (the “Company”) confirms receipt of the letter dated February 10, 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. 3 to Registration Statement on Form S-1 (the “Registration Statement”)
Notes to Condensed Financial Statements
Note 3. Restatement, page F-18
1. You state that the amended financial statements amend a previously filed Form S-1 that was not disseminated. Considering all previously filed draft registration statements have been disseminated, revise to clarify or remove this disclosure. Similar revisions should be made elsewhere throughout the filing where you include such statements.
RESPONSE: In response to the Staff’s comment, the Company advises the Staff that the Company has revised the Registration Statement to remove each of the disclosures stating that the amended financial statements amend a previously filed Form S-1 that was not disseminated.
Notes to Consolidated Financial Statements
Note 3. Restatement, page F-64
2. Please revise to include a more fulsome description of the various restatement adjustments to the December 31, 2021 cash flow statement. Ensure that it is clear how each adjustment relates to the Seoul Marina accounting error, or to the extent you are correcting other errors, revise to clearly disclose each item impacting the amended financial statements.
RESPONSE: In response to the Staff’s comment, the Company advises the Staff that the Company has revised the relevant restatement to include a more fulsome description of the various restatement adjustments to the December 31, 2021 cash flow statement in accordance with the Staff’s comment. The relevant portion of the revised restatement is reproduced below:
Statement of Cash Flow for the Year Ended December 31, 2021. The Statement of Cash Flows changed as follows:
1. Adjustments related to the SMC reclass of an Investment to an ROU Asset
a. The net loss increased by $302,416 from $(12,462,246) to $(12,764,662)
b. Depreciation and amortization increased by $392,480 from $12,176,175 to $12,568,655. $158,278 of the $392,480 amount relates to SMC. The remaining $234,202 is an error correction unrelated to SMC.
c. Non-cash expense increased from -$0- by $750,034 to $750,034. $144,138 of this amount relates to SMC. The remaining $605,896 is an error correction unrelated to SMC.
d. Other assets increased by $(873,007) from $(179,988) to $(1,052,995). $(1,044,384) of the $(873,007) amount relates to SMC. The remaining $171,377 is an error correction unrelated to SMC.
e. Purchase of investments increased by $1,044,384 from $(1,061,665) to $(17,281).
2. Additional error adjustments unrelated to SMC
a. Deferred revenue increased by $183,833 from -$0- to $183,833.
b. The investment to affiliated company increased by $87,381 from $(87,381) to $-0- .
c. The proceeds from short-term borrowings from related parties increased by $181,664 from $259,062 to $440,726.
d. The proceeds from the issuance of common stock decreased by $84,519 from $2,115,064 to $2,030,545.
e. The repayment of short-term borrowings from related parties decreased by $1,255,584 from $(173,836) to $(1,429,420).
f. The effect of exchange rate changes on cash and cash equivalents decreased by $124,250 from $231,149 to $106,899.
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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Hanryu Holdings, Inc.
160, Yeouiseo-ro
Yeongdeungpo-gu, Seoul
Republic of Korea 07231
February 13, 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. 2 to Registration Statement on Form S-1
Filed February 9, 2023
File No. 333-269419
Dear Mr. Kim:
Hanryu Holdings, Inc. (the “Company”)
confirms receipt of the letter dated February 10, 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. 3 to Registration Statement on Form S-1 (the “Registration
Statement”)
Notes to Condensed Financial Statements
Note 3. Restatement, page F-18
1.
You state that the amended financial statements amend a previously filed Form S-1 that was not disseminated. Considering all previously filed draft registration statements have been disseminated, revise to clarify or remove this disclosure. Similar revisions should be made elsewhere throughout the filing where you include such statements.
RESPONSE: In response to the Staff’s comment, the
Company advises the Staff that the Company has revised the Registration Statement to remove each of the disclosures stating that
the amended financial statements amend a previously filed Form S-1 that was not disseminated.
Notes to Consolidated Financial
Statements
Note 3. Restatement, page F-64
2.
Please revise to include a more fulsome description of the various restatement adjustments to the December 31, 2021 cash flow statement. Ensure that it is clear how each adjustment relates to the Seoul Marina accounting error, or to the extent you are correcting other errors, revise to clearly disclose each item impacting the amended financial statements.
RESPONSE: In response to the Staff’s comment, the
Company advises the Staff that the Company has revised the relevant restatement to include a more fulsome description of the various restatement
adjustments to the December 31, 2021 cash flow statement in accordance with the Staff’s comment. The relevant portion of the revised
restatement is reproduced below:
Statement of Cash Flow for the Year Ended December 31,
2021. The Statement of Cash Flows changed as follows:
1. Adjustments related to the SMC reclass of an Investment to an ROU Asset
a. The net loss increased by $302,416 from $(12,462,246) to $(12,764,662)
b. Depreciation and amortization increased by $392,480 from $12,176,175 to $12,568,655. $158,278 of the $392,480 amount relates to
SMC. The remaining $234,202 is an error correction unrelated to SMC.
c. Non-cash expense increased from -$0- by $750,034 to $750,034. $144,138 of this amount relates to SMC. The remaining $605,896 is
an error correction unrelated to SMC.
d. Other assets increased by $(873,007) from $(179,988) to $(1,052,995). $(1,044,384) of the $(873,007) amount relates to SMC. The
remaining $171,377 is an error correction unrelated to SMC.
e. Purchase of investments increased by $1,044,384 from $(1,061,665) to $(17,281).
2. Additional error adjustments unrelated to SMC
a. Deferred revenue increased by $183,833 from -$0- to $183,833.
b. The investment to affiliated company increased by $87,381 from $(87,381) to $-0- .
c. The proceeds from short-term borrowings from related parties increased by $181,664 from $259,062 to $440,726.
d. The proceeds from the issuance of common stock decreased by $84,519 from $2,115,064 to $2,030,545.
e. The repayment of short-term borrowings from related parties decreased by $1,255,584 from $(173,836) to $(1,429,420).
f. The effect of exchange rate changes on cash and cash equivalents decreased by $124,250 from $231,149 to $106,899.
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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
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