SEC Comment Letter 0000000000-23-003367 to KEEMO Fashion Group Ltd (KMFG)
KEEMO Fashion Group Ltd
Date: April 4, 2023 · CIK: 0001935033 · Accession: 0000000000-23-003367
AI Filing Summary & Sentiment
File numbers found in text: 333-267967
Letter
United States securities and exchange commission logo April 4, 2023 Liu Lu Chief Executive Officer KEEMO Fashion Group Limited 69 Wanke Boyu, Xili Liuxin 1st Rd Nanshan District, Shenzhen Guangdong 518052 China Re:KEEMO Fashion Group Limited Amendment No. 3 to Registration Statement on Form S-1 Filed March 23, 2023 File No. 333-267967 Dear Liu Lu: 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. Unless we note otherwise, our references to prior comments are to comments in our March 14, 2023 letter. Amendment No. 3 to Registration Statement on Form S-1 Prospectus Summary, page 1 1.We note your response to comment 1 and reissue. Please revise your disclosure so each summary risk factor related to your operations in China includes a cross-reference to the relevant individual detailed risk factor in your risk factors section, including heading, subheading, risk factor title, and page number. For example, "You may have difficulty enforcing judgments against us. See "Risk Factors – Risks Relating to Our Company and Our Industry – You may have difficulty enforcing judgments against us." on page 5."
FirstName LastNameLiu Lu Comapany NameKEEMO Fashion Group Limited April 4, 2023 Page 2 FirstName LastName Liu Lu KEEMO Fashion Group Limited April 4, 2023 Page 2 Risk Factors, page 4 2.We note your revised disclosure in response to comment 2. Please further revise to discuss the current status of your compliance with the CSRC approval process, and disclose whether the offering is contingent upon receipt of approval from the CSRC. Please also add a risk factor discussing the risks related to compliance or noncompliance with the Trial Measures, including that the CSRC may not approve the filing, as well as the potential impact on your business and the securities in this offering. You may contact Amy Geddes at 202-551-3304 or Doug Jones at 202-551-3309 if you have questions regarding comments on the financial statements and related matters. Please contact Alyssa Wall at 202-551-8106 or Erin Jaskot at 202-551-3442 with any other questions. Sincerely, Division of Corporation Finance Office of Trade & Services
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United States securities and exchange commission logo
April 4, 2023
Liu Lu
Chief Executive Officer
KEEMO Fashion Group Limited
69 Wanke Boyu, Xili Liuxin 1st Rd
Nanshan District, Shenzhen
Guangdong 518052
China
Re:KEEMO Fashion Group Limited
Amendment No. 3 to Registration Statement on Form S-1
Filed March 23, 2023
File No. 333-267967
Dear Liu Lu:
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. Unless we note
otherwise, our references to prior comments are to comments in our March 14, 2023 letter.
Amendment No. 3 to Registration Statement on Form S-1
Prospectus Summary, page 1
1.We note your response to comment 1 and reissue. Please revise your disclosure so each
summary risk factor related to your operations in China includes a cross-reference to the
relevant individual detailed risk factor in your risk factors section, including heading,
subheading, risk factor title, and page number. For example, "You may have difficulty
enforcing judgments against us. See "Risk Factors – Risks Relating to Our Company and
Our Industry – You may have difficulty enforcing judgments against us." on page 5."
FirstName LastNameLiu Lu
Comapany NameKEEMO Fashion Group Limited
April 4, 2023 Page 2
FirstName LastName
Liu Lu
KEEMO Fashion Group Limited
April 4, 2023
Page 2
Risk Factors, page 4
2.We note your revised disclosure in response to comment 2. Please further revise to
discuss the current status of your compliance with the CSRC approval process, and
disclose whether the offering is contingent upon receipt of approval from the CSRC.
Please also add a risk factor discussing the risks related to compliance or noncompliance
with the Trial Measures, including that the CSRC may not approve the filing, as well as
the potential impact on your business and the securities in this offering.
You may contact Amy Geddes at 202-551-3304 or Doug Jones at 202-551-3309 if you
have questions regarding comments on the financial statements and related matters. Please
contact Alyssa Wall at 202-551-8106 or Erin Jaskot at 202-551-3442 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services