SEC Comment Letter 0000000000-24-002976 to INNEOVA Holdings Ltd (INEO)
INNEOVA Holdings Ltd
Date: March 19, 2024 · CIK: 0001933951 · Accession: 0000000000-24-002976
AI Filing Summary & Sentiment
File numbers found in text: 333-267771
Letter
United States securities and exchange commission logo March 19, 2024 Ivy Lee Chief Financial Officer SAG Holdings Ltd 14 Ang Mo Kio Street 63 Singapore 569116 Re:SAG Holdings Ltd Amendment No. 14 to Registration Statement on Form F-1 Filed March 13, 2024 File No. 333-267771 Dear Ivy Lee: We have reviewed your amended registration statement and have the following comments. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a 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 March 1, 2024 letter. Amendment No. 14 to Registration Statement on Form F-1 Explanatory Note, page i 1.We note your statement that the Resale Prospectus Shareholders will participate in a potential resale. Please revise to state, if true, that the Resale Prospectus Shareholders will sell shares only once such shares are listed on the Nasdaq Capital Market and that the Resale Prospectus Shareholders will sell shares only once the primary offering has closed. Make consistent revisions in the alternate pages. In this regard, you should revise to leave room to provide the market price of the securities as of the latest practicable date, once available and when you utilize a separate prospectus for the resale transaction.
FirstName LastNameIvy Lee Comapany NameSAG Holdings Ltd March 19, 2024 Page 2 FirstName LastName Ivy Lee SAG Holdings Ltd March 19, 2024 Page 2 Alternate Prospectus Prospectus Cover page, page Alt-1 2.We note that the size of the resale component has grown in recent amendments to nearly triple the size of the primary offering and that your controlling shareholder is offering shares for sale. Tell us why the resale offering is required to be registered at this time and how you determined the amount you are offering for resale, with a view to understanding whether the resale portion of the offering should be deemed an indirect primary being conducted by or on behalf of the issuer, consistent with Question 612.09 of our Securities Act Rule Compliance and Disclosure Interpretations, available on our website. Please contact Suying Li at 202-551-3335 or Theresa Brillant at 202-551-3307 if you have questions regarding comments on the financial statements and related matters. Please contact Scott Anderegg at 202-551-3342 or Mara Ransom at 202-551-3264 with any other questions. Sincerely, Division of Corporation Finance Office of Trade & Services
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United States securities and exchange commission logo
March 19, 2024
Ivy Lee
Chief Financial Officer
SAG Holdings Ltd
14 Ang Mo Kio Street 63
Singapore 569116
Re:SAG Holdings Ltd
Amendment No. 14 to Registration Statement on Form F-1
Filed March 13, 2024
File No. 333-267771
Dear Ivy Lee:
We have reviewed your amended registration statement and have the following
comments.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a 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 March 1, 2024 letter.
Amendment No. 14 to Registration Statement on Form F-1
Explanatory Note, page i
1.We note your statement that the Resale Prospectus Shareholders will participate in a
potential resale. Please revise to state, if true, that the Resale Prospectus Shareholders will
sell shares only once such shares are listed on the Nasdaq Capital Market and that the
Resale Prospectus Shareholders will sell shares only once the primary offering has closed.
Make consistent revisions in the alternate pages. In this regard, you should revise to leave
room to provide the market price of the securities as of the latest practicable date, once
available and when you utilize a separate prospectus for the resale transaction.
FirstName LastNameIvy Lee
Comapany NameSAG Holdings Ltd
March 19, 2024 Page 2
FirstName LastName
Ivy Lee
SAG Holdings Ltd
March 19, 2024
Page 2
Alternate Prospectus
Prospectus Cover page, page Alt-1
2.We note that the size of the resale component has grown in recent amendments to nearly
triple the size of the primary offering and that your controlling shareholder is offering
shares for sale. Tell us why the resale offering is required to be registered at this time and
how you determined the amount you are offering for resale, with a view to understanding
whether the resale portion of the offering should be deemed an indirect primary being
conducted by or on behalf of the issuer, consistent with Question 612.09 of our Securities
Act Rule Compliance and Disclosure Interpretations, available on our website.
Please contact Suying Li at 202-551-3335 or Theresa Brillant at 202-551-3307 if you
have questions regarding comments on the financial statements and related matters. Please
contact Scott Anderegg at 202-551-3342 or Mara Ransom at 202-551-3264 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services