SEC Comment Letter 0000000000-23-003993 to AgiiPlus Inc. (AGII) (CIK 0001932470)
AgiiPlus Inc. (AGII) (CIK 0001932470)
Date: April 20, 2023 · CIK: 0001932470 · Accession: 0000000000-23-003993
AI Filing Summary & Sentiment
File numbers found in text: 333-267461
Letter
United States securities and exchange commission logo April 20, 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. 4 to Registration Statement on Form F-1 Filed March 30, 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. 4 to Registration Statement on Form F-1 filed March 30, 2023 General 1.Please update your financial statements and corresponding financial information throughout the filing to comply with Item 8.A.4 of Form 20-F. 2.Please revise to update your disclosure regarding the CSRC Trial Administrative Measures. Describe their impact on you and your ability to offer or continue to offer securities to foreign investors, including the securities being registered. Disclose whether you and relevant parties to this transaction have complied with your obligations under the Trial Administrative Measures and the risks to you and investors of non-compliance. In this regard, we note that it appears your offering is now subject to CSRC review because
FirstName LastNameJing Hu Comapany NameAgiiPlus Inc. April 20, 2023 Page 2 FirstName LastName Jing Hu AgiiPlus Inc. April 20, 2023 Page 2 the Trial Administrative Measures took effect on March 31, 2023 and your registration statement was not declared effective prior to that time. 3.We note the revised disclosure on page 177 regarding the $9.7 million shares to be issued to certain investors immediately prior to closing at a price of between $3.0 and $3.50 per share. Please revise Risk Factors to address in quantitative and qualitative terms the discount based on the mid-point of the range in this offering. With a view to disclosure, advise us why the investors will receive what appears to be an approximately 33% discount to the current offering price. 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
April 20, 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. 4 to Registration Statement on Form F-1
Filed March 30, 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. 4 to Registration Statement on Form F-1 filed March 30, 2023
General
1.Please update your financial statements and corresponding financial information
throughout the filing to comply with Item 8.A.4 of Form 20-F.
2.Please revise to update your disclosure regarding the CSRC Trial Administrative
Measures. Describe their impact on you and your ability to offer or continue to offer
securities to foreign investors, including the securities being registered. Disclose whether
you and relevant parties to this transaction have complied with your obligations under the
Trial Administrative Measures and the risks to you and investors of non-compliance. In
this regard, we note that it appears your offering is now subject to CSRC review because
FirstName LastNameJing Hu
Comapany NameAgiiPlus Inc.
April 20, 2023 Page 2
FirstName LastName
Jing Hu
AgiiPlus Inc.
April 20, 2023
Page 2
the Trial Administrative Measures took effect on March 31, 2023 and your registration
statement was not declared effective prior to that time.
3.We note the revised disclosure on page 177 regarding the $9.7 million shares to be issued
to certain investors immediately prior to closing at a price of between $3.0 and $3.50 per
share. Please revise Risk Factors to address in quantitative and qualitative terms the
discount based on the mid-point of the range in this offering. With a view to disclosure,
advise us why the investors will receive what appears to be an approximately 33%
discount to the current offering price.
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