SEC Comment Letter 0000000000-23-003084 to AgiiPlus Inc. (AGII) (CIK 0001932470)
AgiiPlus Inc. (AGII) (CIK 0001932470)
Date: March 28, 2023 · CIK: 0001932470 · Accession: 0000000000-23-003084
AI Filing Summary & Sentiment
File numbers found in text: 333-267461
Letter
United States securities and exchange commission logo March 28, 2023 Jing Hu Chief Executive Officer AgiiPlus Inc. 5th Floor, Distrii Center, Silver Court No. 218 Xizang South Road, Huangpu District, Shanghai 200021 People’s Republic of China Re:AgiiPlus Inc. Amendment No. 3 to Registration Statement on Form F-1 Filed March 22, 2023 File No. 333-267461 Dear Jing Hu: 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-1 filed March 22, 2023 Part II Item 7. Recent Sales of Unregistered Securities, page II-1 1.Please revise to provide all of the information required by Item 701 of Regulation S-K for the 3,215,100 shares of the company sold to individual and institutional investors from September 2022 to March 2023. Additionally, if applicable, please revise to provide all of the information required by Item 701 of Regulation S-K for the convertible promissory notes issued to Kinfolk Investments Holding Pte Ltd., King Inspiration Limited, and City Connected Communities Pte. Ltd., respectively. In this regard, we note that it appears the notes mature more than one year from the date of issuance. Refer to the Instructions to Item 701 of Regulation S-K.
FirstName LastNameJing Hu Comapany NameAgiiPlus Inc. March 28, 2023 Page 2 FirstName LastName Jing Hu AgiiPlus Inc. March 28, 2023 Page 2 General 2.We note your registration statement is an initial public offering and the current audited financial statements are older than 12 months. Please clarify how you complied with the requirements outlined in paragraph A(4) of Item 8 of Form 20-F or revise accordingly to either update your audited financial statements or include the relevant representation as allowed under Step 2 within Instructions to Item 8.A.4 of Form 20-F, as an exhibit to the registration statement. You may contact Ameen Hamady at 202-551-3891 or Wilson Lee at 202-551-3468 if you have questions regarding comments on the financial statements and related matters. Please contact Benjamin Holt at 202-551-6614 or James Lopez at 202-551-3536 with any other questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction cc: Guillaume de Sampigny
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United States securities and exchange commission logo
March 28, 2023
Jing Hu
Chief Executive Officer
AgiiPlus Inc.
5th Floor, Distrii Center, Silver Court
No. 218 Xizang South Road, Huangpu District, Shanghai 200021
People’s Republic of China
Re:AgiiPlus Inc.
Amendment No. 3 to Registration Statement on Form F-1
Filed March 22, 2023
File No. 333-267461
Dear Jing Hu:
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-1 filed March 22, 2023
Part II
Item 7. Recent Sales of Unregistered Securities, page II-1
1.Please revise to provide all of the information required by Item 701 of Regulation S-K for
the 3,215,100 shares of the company sold to individual and institutional investors from
September 2022 to March 2023. Additionally, if applicable, please revise to provide all of
the information required by Item 701 of Regulation S-K for the convertible promissory
notes issued to Kinfolk Investments Holding Pte Ltd., King Inspiration Limited, and City
Connected Communities Pte. Ltd., respectively. In this regard, we note that it appears the
notes mature more than one year from the date of issuance. Refer to the Instructions to
Item 701 of Regulation S-K.
FirstName LastNameJing Hu
Comapany NameAgiiPlus Inc.
March 28, 2023 Page 2
FirstName LastName
Jing Hu
AgiiPlus Inc.
March 28, 2023
Page 2
General
2.We note your registration statement is an initial public offering and the current audited
financial statements are older than 12 months. Please clarify how you complied with the
requirements outlined in paragraph A(4) of Item 8 of Form 20-F or revise accordingly to
either update your audited financial statements or include the relevant representation as
allowed under Step 2 within Instructions to Item 8.A.4 of Form 20-F, as an exhibit to the
registration statement.
You may contact Ameen Hamady at 202-551-3891 or Wilson Lee at 202-551-3468 if you
have questions regarding comments on the financial statements and related matters. Please
contact Benjamin Holt at 202-551-6614 or James Lopez at 202-551-3536 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc: Guillaume de Sampigny