SEC Comment Letter 0000000000-23-008183 to CH AUTO Inc. (CIK 0001930207)
CH AUTO Inc. (CIK 0001930207)
Date: Aug. 1, 2023 · CIK: 0001930207 · Accession: 0000000000-23-008183
AI Filing Summary & Sentiment
File numbers found in text: 333-270267
Letter
United States securities and exchange commission logo July 31, 2023 Qun Lu Chief Executive Officer CH AUTO Inc. 6F, Building C Shunke Building Shunyi District, Beijing 101200, China Re:CH AUTO Inc. Amendment No. 3 to Registration Statement on Form F-4 Filed July 17, 2023 File No. 333-270267 Dear Qun Lu: We have reviewed your amended 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 amending your registration statement and providing the requested information. 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 any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments. Amendment No. 3 to Registration Statement on Form F-4 General 1.We note your revised disclosure on pages 109 and 110 incorporating references to the specific exemptions or exclusions that Pubco is relying upon under the Investment Company Act of 1940. Please revise the disclosure as follows to clarify that Section 3(a)(1)(C) is not itself an exemption from the definition of an investment company:
•Please replace the second sentence of the first paragraph under the investment company risk factor on page 109 with the following: “Pursuant to Section 3(a)(1)(C) of the Investment Company Act of 1940 (“Investment Company Act”) and/or the
FirstName LastNameQun Lu Comapany NameCH AUTO Inc. July 31, 2023 Page 2 FirstName LastName Qun Lu CH AUTO Inc. July 31, 2023 Page 2 exemption provided in Rule 3a-1 under the Investment Company Act, Pubco is not an “investment company” and does not intend to become registered as an “investment company” under the Investment Company Act.”
•Please replace the fifth sentence of the first paragraph under the investment company risk factor on page 109 with the following: “Pubco intends to continue to conduct its operations such that it will not be deemed an investment company under Section 3(a)(1)(C) and/or will be able to rely on the exemption provided in Rule 3a-1 under the Investment Company Act.” You may contact Beverly Singleton at 202-551-3328 or Anne McConnell at 202-551- 3709 if you have questions regarding comments on the financial statements and related matters. Please contact Evan Ewing at 202-551-5920 or Asia Timmons-Pierce at 202-551-3754 with any other questions. Sincerely, Division of Corporation Finance Office of Manufacturing
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United States securities and exchange commission logo
July 31, 2023
Qun Lu
Chief Executive Officer
CH AUTO Inc.
6F, Building C
Shunke Building
Shunyi District, Beijing 101200, China
Re:CH AUTO Inc.
Amendment No. 3 to
Registration Statement on Form F-4
Filed July 17, 2023
File No. 333-270267
Dear Qun Lu:
We have reviewed your amended 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 amending your registration statement and providing the
requested information. 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 any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Amendment No. 3 to Registration Statement on Form F-4
General
1.We note your revised disclosure on pages 109 and 110 incorporating references to the
specific exemptions or exclusions that Pubco is relying upon under the Investment
Company Act of 1940. Please revise the disclosure as follows to clarify that Section
3(a)(1)(C) is not itself an exemption from the definition of an investment company:
•Please replace the second sentence of the first paragraph under the investment
company risk factor on page 109 with the following: “Pursuant to Section 3(a)(1)(C)
of the Investment Company Act of 1940 (“Investment Company Act”) and/or the
FirstName LastNameQun Lu
Comapany NameCH AUTO Inc.
July 31, 2023 Page 2
FirstName LastName
Qun Lu
CH AUTO Inc.
July 31, 2023
Page 2
exemption provided in Rule 3a-1 under the Investment Company Act, Pubco is not an
“investment company” and does not intend to become registered as an “investment
company” under the Investment Company Act.”
•Please replace the fifth sentence of the first paragraph under the investment company
risk factor on page 109 with the following: “Pubco intends to continue to conduct its
operations such that it will not be deemed an investment company under Section
3(a)(1)(C) and/or will be able to rely on the exemption provided in Rule 3a-1 under
the Investment Company Act.”
You may contact Beverly Singleton at 202-551-3328 or Anne McConnell at 202-551-
3709 if you have questions regarding comments on the financial statements and related
matters. Please contact Evan Ewing at 202-551-5920 or Asia Timmons-Pierce at 202-551-3754
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing