SEC Comment Letter 0000000000-24-004370 to AgiiPlus Inc. (AGII) (CIK 0001932470)
AgiiPlus Inc. (AGII) (CIK 0001932470)
Date: April 22, 2024 · CIK: 0001932470 · Accession: 0000000000-24-004370
AI Filing Summary & Sentiment
File numbers found in text: 333-267461
Letter
United States securities and exchange commission logo April 19, 2024 Jing Hu Chief Executive Officer AgiiPlus Inc. Level B1, Building 3, No.1-10 Lane 1500, Kongjiang Rd. Yangpu, Shanghai 200093 People’s Republic of China Re:AgiiPlus Inc. Amendment No. 7 to Registration Statement on Form F-1 Filed March 22, 2024 File No. 333-267461 Dear Jing Hu: We have reviewed your amended registration statement and have the following comment. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our 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. Unless we note otherwise, any references to prior comments are to comments in our February 23, 2024 letter. Amendment No. 7 to Registration Statement on Form F-1 Exhibits 1.We acknowledge your response to prior comment 14. Please clarify the meaning of your statement that the Resale Shares "will only be issued to the Selling Shareholders upon the effectiveness of the Registration Statement when we adopt our second amended and restated memorandum and articles of association." In this regard, we note that your prospectus disclosure on pages 192-193 indicates that the Selling Shareholders were issued ordinary shares in 2021 and 2022, which shares appear to be the ordinary shares they are now registering under the Resale Prospectus. To the extent the ordinary shares currently held by the Selling Shareholders will be re-designated when you adopt your second amended and restated memorandum and articles of association, as described on
FirstName LastNameJing Hu Comapany NameAgiiPlus Inc. April 19, 2024 Page 2 FirstName LastName Jing Hu AgiiPlus Inc. April 19, 2024 Page 2 page 11, please revise your prospectus disclosure to so state or advise. Please 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 David Link at 202-551-3356 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 19, 2024
Jing Hu
Chief Executive Officer
AgiiPlus Inc.
Level B1, Building 3, No.1-10
Lane 1500, Kongjiang Rd.
Yangpu, Shanghai 200093
People’s Republic of China
Re:AgiiPlus Inc.
Amendment No. 7 to Registration Statement on Form F-1
Filed March 22, 2024
File No. 333-267461
Dear Jing Hu:
We have reviewed your amended registration statement and have the following comment.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe our 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. Unless we note otherwise,
any references to prior comments are to comments in our February 23, 2024 letter.
Amendment No. 7 to Registration Statement on Form F-1
Exhibits
1.We acknowledge your response to prior comment 14. Please clarify the meaning of your
statement that the Resale Shares "will only be issued to the Selling Shareholders upon the
effectiveness of the Registration Statement when we adopt our second amended and
restated memorandum and articles of association." In this regard, we note that your
prospectus disclosure on pages 192-193 indicates that the Selling Shareholders were
issued ordinary shares in 2021 and 2022, which shares appear to be the ordinary shares
they are now registering under the Resale Prospectus. To the extent the ordinary shares
currently held by the Selling Shareholders will be re-designated when you adopt your
second amended and restated memorandum and articles of association, as described on
FirstName LastNameJing Hu
Comapany NameAgiiPlus Inc.
April 19, 2024 Page 2
FirstName LastName
Jing Hu
AgiiPlus Inc.
April 19, 2024
Page 2
page 11, please revise your prospectus disclosure to so state or advise.
Please 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 David Link at 202-551-3356 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc: Guillaume de Sampigny