SEC Comment Letter 0000000000-25-010247 to High-Trend International Group (HTCO)
High-Trend International Group
Date: Sept. 19, 2025 · CIK: 0001928948 · Accession: 0000000000-25-010247
AI Filing Summary & Sentiment
File numbers found in text: 333-290080
Letter
September 19, 2025 Zi Xia Chief Financial Officer High-Trend International Group 60 Paya Lebar Road #06-17 Paya Lebar Square Singapore 409051 Re:High-Trend International Group Registration Statement on Form F-3 Filed September 5, 2025 File No. 333-290080 Dear Zi Xia: We have conducted a limited review of 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. Registration Statement on Form F-3 General Description of the Securities We May Offer, page 7 1.You state here in your fifth bullet that you may issue from time-to-time "rights to purchase Class A ordinary shares, preferred shares, debt securities, warrants or other securities." However, your disclosure on page 22 and legality opinion states that you may offer rights to purchase Ordinary Shares. Please revise or advise. Exhibits We note that the legal opinion filed as Exhibit 5.1 is limited to the laws of the Cayman Islands, while the indenture and the debt securities will be governed by the laws of the State of New York, according to your disclosure on page 19. Additionally, we note under "Legal Matters" on page 26 you disclose that "Carter Ledyard & Milburn LLP 2.
September 19, 2025 Page 2 is acting as counsel for us with respect to certain legal matters as to United States federal securities law and New York state law." Please file a legal opinion to opine on the laws of the State of New York with respect to the debt securities. For guidance, see Section II.B.1(e) of Staff Legal Bulletin No. 19 (Oct. 14, 2011). 3.Please file the form of indenture as an exhibit to your registration statement prior to requesting effectiveness. Refer to Item 601(b)(4) of Regulation S-K, and for further guidance see Securities Act Rules Compliance and Disclosure Interpretations 212.19, as well as Questions 201.02 and 201.04 of the Trust Indenture Act of 1939 Compliance and Disclosure Interpretations. 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 Claudia Rios at 202-551-8770 or Kevin Dougherty at 202-551-3271 with any other questions. Sincerely, Division of Corporation Finance Office of Energy & Transportation cc:Pang Zhang-Whitaker, Esq.
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September 19, 2025
Zi Xia
Chief Financial Officer
High-Trend International Group
60 Paya Lebar Road
#06-17 Paya Lebar Square
Singapore 409051
Re:High-Trend International Group
Registration Statement on Form F-3
Filed September 5, 2025
File No. 333-290080
Dear Zi Xia:
We have conducted a limited review of 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.
Registration Statement on Form F-3
General Description of the Securities We May Offer, page 7
1.You state here in your fifth bullet that you may issue from time-to-time "rights to
purchase Class A ordinary shares, preferred shares, debt securities, warrants or other
securities." However, your disclosure on page 22 and legality opinion states that you
may offer rights to purchase Ordinary Shares. Please revise or advise.
Exhibits
We note that the legal opinion filed as Exhibit 5.1 is limited to the laws of the Cayman
Islands, while the indenture and the debt securities will be governed by the laws of the
State of New York, according to your disclosure on page 19. Additionally, we note
under "Legal Matters" on page 26 you disclose that "Carter Ledyard & Milburn LLP 2.
September 19, 2025
Page 2
is acting as counsel for us with respect to certain legal matters as to United States
federal securities law and New York state law." Please file a legal opinion to opine on
the laws of the State of New York with respect to the debt securities. For guidance,
see Section II.B.1(e) of Staff Legal Bulletin No. 19 (Oct. 14, 2011).
3.Please file the form of indenture as an exhibit to your registration statement prior to
requesting effectiveness. Refer to Item 601(b)(4) of Regulation S-K, and for further
guidance see Securities Act Rules Compliance and Disclosure Interpretations 212.19,
as well as Questions 201.02 and 201.04 of the Trust Indenture Act of 1939
Compliance and Disclosure Interpretations.
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 Claudia Rios at 202-551-8770 or Kevin Dougherty at 202-551-3271
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:Pang Zhang-Whitaker, Esq.