SEC Comment Letter 0000000000-23-001425 to Neo-Concept International Group Holdings Ltd (NCI)
Neo-Concept International Group Holdings Ltd
Date: Feb. 10, 2023 · CIK: 0001916331 · Accession: 0000000000-23-001425
AI Filing Summary & Sentiment
Reasoning
Letter
United States securities and exchange commission logo February 10, 2023 Eva Yuk Yin Siu Chairlady of the Board & CEO Neo-Concept International Group Holdings Ltd 10/F, Seaview Centre No.139-141 Hoi Bun Road Kwun Tong Kowloon, Hong Kong Re:Neo-Concept International Group Holdings Ltd Amendment No. 2 to Draft Registration Statement on Form F-1 Submitted February 1, 2023 CIK Number 0001916331 Dear Eva Yuk Yin Siu: We have reviewed your amended draft 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 providing the requested information and either submitting an amended draft registration statement or publicly filing your registration statement on EDGAR. 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 the information you provide in response to these comments and your amended draft registration statement or filed registration statement, we may have additional comments. Amendment No. 2 to Draft Registration Statement on Form F-1 submitted February 1, 2023 Related Party Transactions, page 100 1.Please update your disclosure to reflect any transactions with related parties up to the date of the prospectus.
FirstName LastNameEva Yuk Yin Siu Comapany NameNeo-Concept International Group Holdings Ltd February 10, 2023 Page 2 FirstName LastName Eva Yuk Yin Siu Neo-Concept International Group Holdings Ltd February 10, 2023 Page 2 Index to Consolidated Financial Statements, page F-1 2.We note from the cover page that this is your initial public offering and that prior to this offering there has been no public market for your Ordinary Shares. Please tell us how you considered the guidance in Item 8.A.4 of Form 20-F and the instructions relating to that Item when updating your financial statements. To the extent you are able to make the representations outlined in the guidance and intend to comply with the 15-month update requirement, please file the required representations as an exhibit to the registration statement. Schedule 1 - Parent Only Financial Information, page S-1 3.Revise to briefly explain why the condensed parent company only financial information is expressed in United States dollars. Tell us why the amount presented here for Ordinary Shares of the parent company is different from the US$1,118 shown on the interim consolidated balance sheet on page F-29, or revise to resolve the inconsistency. You may contact Mindy Hooker at 202-551-3732 or Martin James at 202-551-3671 if you have questions regarding comments on the financial statements and related matters. Please contact Alex King at 202-551-8631 or Erin Purnell at 202-551-3454 with any other questions. Sincerely, Division of Corporation Finance Office of Manufacturing
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United States securities and exchange commission logo
February 10, 2023
Eva Yuk Yin Siu
Chairlady of the Board & CEO
Neo-Concept International Group Holdings Ltd
10/F, Seaview Centre
No.139-141 Hoi Bun Road
Kwun Tong
Kowloon, Hong Kong
Re:Neo-Concept International Group Holdings Ltd
Amendment No. 2 to
Draft Registration Statement on Form F-1
Submitted February 1, 2023
CIK Number 0001916331
Dear Eva Yuk Yin Siu:
We have reviewed your amended draft 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 providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. 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 the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 2 to Draft Registration Statement on Form F-1 submitted February 1, 2023
Related Party Transactions, page 100
1.Please update your disclosure to reflect any transactions with related parties up to the date
of the prospectus.
FirstName LastNameEva Yuk Yin Siu
Comapany NameNeo-Concept International Group Holdings Ltd
February 10, 2023 Page 2
FirstName LastName
Eva Yuk Yin Siu
Neo-Concept International Group Holdings Ltd
February 10, 2023
Page 2
Index to Consolidated Financial Statements, page F-1
2.We note from the cover page that this is your initial public offering and that prior to this
offering there has been no public market for your Ordinary Shares. Please tell us how you
considered the guidance in Item 8.A.4 of Form 20-F and the instructions relating to that
Item when updating your financial statements. To the extent you are able to make the
representations outlined in the guidance and intend to comply with the 15-month update
requirement, please file the required representations as an exhibit to the registration
statement.
Schedule 1 - Parent Only Financial Information, page S-1
3.Revise to briefly explain why the condensed parent company only financial information is
expressed in United States dollars. Tell us why the amount presented here for Ordinary
Shares of the parent company is different from the US$1,118 shown on the interim
consolidated balance sheet on page F-29, or revise to resolve the inconsistency.
You may contact Mindy Hooker at 202-551-3732 or Martin James at 202-551-3671 if
you have questions regarding comments on the financial statements and related matters. Please
contact Alex King at 202-551-8631 or Erin Purnell at 202-551-3454 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing