SEC Comment Letter 0000000000-22-012598 to IMMRSIV Inc. (CIK 0001936574)
IMMRSIV Inc. (CIK 0001936574)
Date: Nov. 21, 2022 · CIK: 0001936574 · Accession: 0000000000-22-012598
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United States securities and exchange commission logo November 21, 2022 Png Bee Hin Chief Executive Officer IMMRSIV Inc. 1004, Toa Payoh North #04-12 Republic of Singapore Re:IMMRSIV Inc. Amendment No. 3 to Draft Registration Statement on Form F-1 Submitted November 15, 2022 CIK No. 0001936574 Dear Png Bee Hin: We have reviewed your amended draft 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 providing the requested information and either submitting an amended draft registration statement or publicly filing your registration statement on EDGAR. 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 the information you provide in response to these comments and your amended draft registration statement or filed registration statement, we may have additional comments. Unless we note otherwise, our references to prior comments are to comments in our November 2, 2022 letter. Amendment No. 3 to Draft Registration Statement on Form F-1 submitted November 15, 2022 Business Our Travel and Tourism Market & Offerings, page 65 1.We note your response to our prior comment 1. Please provide more detailed discussion of the process intended for minting, storage and transfer of the NFTs, and the intended role of the company in those activities.
FirstName LastNamePng Bee Hin Comapany NameIMMRSIV Inc. November 21, 2022 Page 2 FirstName LastName Png Bee Hin IMMRSIV Inc. November 21, 2022 Page 2 General 2.Please supplementally provide us with a detailed legal analysis of whether the NFTs to be created on your platform are securities pursuant to Section 2(a)(1) the Securities Act of 1933. In addition to considering the enumerated types of securities set forth in Section 2(a)(1), please consider SEC v. W.J. Howey Co., 328 U.S. 293 (1946) and Gary Plastic Packaging Corp. v. Merrill Lynch, Pierce Fenner & Smith, 756 F.2d 230 (2d Cir. 1985). Moreover, in preparing your legal analysis please address not only the instruments themselves but also your role in the operation of the marketplace and whether it involves facilitating or engaging in transactions in unregistered securities. You may contact Joseph Kempf, Senior Staff Accountant, at (202) 551-3352 or Robert Littlepage, Accounting Branch Chief, at (202) 551-3361 if you have questions regarding comments on the financial statements and related matters. Please contact Austin Pattan, Staff Attorney, at (202) 551-6756 or Matthew Crispino, Staff Attorney, at (202) 551-3456 with any other questions. Sincerely, Division of Corporation Finance Office of Technology cc: Meng Ding
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United States securities and exchange commission logo
November 21, 2022
Png Bee Hin
Chief Executive Officer
IMMRSIV Inc.
1004, Toa Payoh North #04-12
318995
Republic of Singapore
Re:IMMRSIV Inc.
Amendment No. 3 to Draft Registration Statement on Form F-1
Submitted November 15, 2022
CIK No. 0001936574
Dear Png Bee Hin:
We have reviewed your amended draft 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 providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. 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 the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, our references to prior comments are to comments in our
November 2, 2022 letter.
Amendment No. 3 to Draft Registration Statement on Form F-1 submitted November 15, 2022
Business
Our Travel and Tourism Market & Offerings, page 65
1.We note your response to our prior comment 1. Please provide more detailed discussion of
the process intended for minting, storage and transfer of the NFTs, and the intended role
of the company in those activities.
FirstName LastNamePng Bee Hin
Comapany NameIMMRSIV Inc.
November 21, 2022 Page 2
FirstName LastName
Png Bee Hin
IMMRSIV Inc.
November 21, 2022
Page 2
General
2.Please supplementally provide us with a detailed legal analysis of whether the NFTs to be
created on your platform are securities pursuant to Section 2(a)(1) the Securities Act of
1933. In addition to considering the enumerated types of securities set forth in Section
2(a)(1), please consider SEC v. W.J. Howey Co., 328 U.S. 293 (1946) and Gary Plastic
Packaging Corp. v. Merrill Lynch, Pierce Fenner & Smith, 756 F.2d 230 (2d Cir. 1985).
Moreover, in preparing your legal analysis please address not only the instruments
themselves but also your role in the operation of the marketplace and whether it involves
facilitating or engaging in transactions in unregistered securities.
You may contact Joseph Kempf, Senior Staff Accountant, at (202) 551-3352 or Robert
Littlepage, Accounting Branch Chief, at (202) 551-3361 if you have questions regarding
comments on the financial statements and related matters. Please contact Austin Pattan, Staff
Attorney, at (202) 551-6756 or Matthew Crispino, Staff Attorney, at (202) 551-3456 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc: Meng Ding