SecProbe.io

United States securities and exchange commission logo
November 14, 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
Registration Statement on Form F-1
Filed November 1, 2023
File No. 333-275242
Dear Eva Yuk Yin Siu:
            We have reviewed your registration statement and have the following comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.
Form F-1 filed November 1, 2023
Cover Page
1.We note your disclosure in connection with the CSRC Trial Administrative Measures that
the Group has no operations in China. We note also that you earlier define China as
including China and Hong Kong. Please revise or advise. Refer to prior comment 1 of our
letter dated November 7, 2022.
Prospectus Summary
The Offering, page 13
2.Please revise the "Lock-up" section here and on page 116 to highlight the fact that your
principal controlling shareholder is seeking to sell shares under the Resale Prospectus.

 FirstName LastNameEva Yuk Yin Siu
 Comapany NameNeo-Concept International Group Holdings Ltd
 November 14, 2023 Page 2
 FirstName LastName
Eva Yuk Yin Siu
Neo-Concept International Group Holdings Ltd
November 14, 2023
Page 2
Risk Factors
Because our initial public offering price is substantially higher than our pro forma net tangible
book value per share..., page 36
3.We note that you removed the specific disclosure regarding dilution in this section. Please
reinsert the disclosure to describe the specific risks to investors. Refer to Item 105(a) of
Regulation S-K.
Shares Eligible for Future Sale, page 116
4.We note your change of underwriter. Please revise the Lock-up Agreements section to
remove the disclosure that certain directors, executive officers and principal shareholders
must seek written consent from Univest Securities before seeking to avoid the lock-up
agreement and transfer or sell shares.
Resale Prospectus Cover Page, page A-1
5.We note your disclosure that you "anticipate that" the selling shareholder will sell its
ordinary shares at the price at which you sell the shares in the public offering. Please
revise to clearly state that the selling shareholder will sell its ordinary shares at the public
offering price, until the ordinary shares are quoted on the Nasdaq Capital Market. We note
also your disclosure that the selling shareholder will not be able to sell its shares unless
your ordinary shares are approved for listing on the Nasdaq Capital Market. Please revise
to state clearly that the selling shareholder will not sell its shares unless the public offering
is completed.
            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.
            Please 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
cc:       Henry Schlueter