Correspondence 0001213900-24-044560 from AgiiPlus Inc. (AGII) (CIK 0001932470)
AgiiPlus Inc. (AGII) (CIK 0001932470)
Date: May 17, 2024 · CIK: 0001932470 · Accession: 0001213900-24-044560
AI Filing Summary & Sentiment
File numbers found in text: 333-267461
Referenced dates: April 19, 2024
Letter
AgiiPlus Inc.
May 17, 2024
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Real Estate & Construction
100 F Street, N.E.
Washington, DC 20549
Re:
AgiiPlus Inc.
Amendment No. 7 to Registration Statement on Form F-1
Filed March 22, 2024
File No. 333-267461
Ladies and Gentlemen:
AgiiPlus Inc. (the “Company”, “we”, “us” or “our”) hereby transmits its response to the letter received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”), dated April 19, 2024 regarding Amendment No. 7 to Registration Statement on Form F-1 filed by AgiiPlus Inc. on March 22, 2024. For ease of reference, we have repeated the Commission’s comments in this response letter and numbered them accordingly. An Amendment No. 8 to the Registration Statement on Form F-1 (“Amendment No. 8 to the Registration Statement”) is being filed by the Company to accompany this response letter.
Amendment No. 7 to Registration Statement on Form F-1 filed March 22, 2024
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 page 11, please revise your prospectus disclosure to so state or advise.
Response: In response to the Staff’s comment, we revised our disclosure on page Alt-3 of Amendment No. 8 to the Registration Statement to state that the ordinary shares currently held by the Selling Shareholders will be re-designated into Class A ordinary shares when our second amended and restated memorandum and articles of association become effective upon the effectiveness of our registration statement on Form F-1.
We thank the Staff for its review of the foregoing. If you have further comments, we ask that you forward them by electronic mail to our counsel, Ying Li at yli@htflawyers.com or by telephone at 212-530-2206.
Very truly yours,
/s/ Jing Hu
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AgiiPlus Inc.
May 17, 2024
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Real Estate & Construction
100 F Street, N.E.
Washington, DC 20549
Re:
AgiiPlus Inc.
Amendment No. 7 to Registration Statement on Form F-1
Filed March 22, 2024
File No. 333-267461
Ladies and Gentlemen:
AgiiPlus Inc. (the “Company”,
“we”, “us” or “our”) hereby transmits its response to the letter received from
the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”), dated
April 19, 2024 regarding Amendment No. 7 to Registration Statement on Form F-1 filed by AgiiPlus Inc. on March 22, 2024. For ease of reference,
we have repeated the Commission’s comments in this response letter and numbered them accordingly. An Amendment No. 8 to the Registration
Statement on Form F-1 (“Amendment No. 8 to the Registration Statement”) is being filed by the Company to accompany
this response letter.
Amendment No. 7 to Registration Statement on
Form F-1 filed March 22, 2024
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 page 11, please revise your prospectus disclosure to so state or advise.
Response: In response to the Staff’s
comment, we revised our disclosure on page Alt-3 of Amendment No. 8 to the Registration Statement to state that the ordinary shares currently
held by the Selling Shareholders will be re-designated into Class A ordinary shares when our second amended and restated memorandum and
articles of association become effective upon the effectiveness of our registration statement on Form F-1.
We thank the Staff for its review of the foregoing.
If you have further comments, we ask that you forward them by electronic mail to our counsel, Ying Li at yli@htflawyers.com or
by telephone at 212-530-2206.
Very truly yours,
/s/ Jing Hu
Jing Hu
Chief Executive Officer and
Chairman of the Board of Directors
cc:
Ying Li, Esq.
Hunter Taubman Fischer & Li LLC