Correspondence 0001493152-23-040178 from IMMRSIV Inc. (CIK 0001936574)
IMMRSIV Inc. (CIK 0001936574)
Date: Nov. 9, 2023 · CIK: 0001936574 · Accession: 0001493152-23-040178
AI Filing Summary & Sentiment
File numbers found in text: 333-269055
Referenced dates: November 8, 2023
Letter
Office of Technology Division of Corporation Finance Securities and Exchange Commission Re: IMMRSIV Inc Amendment No. 5 to Registration Statement on Form F-1 Filed November 1, 2023 File No. 333-269055
Dear Mr. Kempf, Mr. Littlepage, Mr. Crispino and Ms. Woo,
On behalf of our client, IMMRSIV Inc (the “Company”), a foreign private issuer incorporated under the laws of the Cayman Islands, we are submitting to the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) this letter setting forth the Company’s responses to the comments contained in the Staff’s letter dated November 8, 2023 regarding the Company’s Amendment No. 5 to the Registration Statement on Form F-1 publicly filed on November 1, 2023 (the “Amendment No. 5 to the Registration Statement on Form F-1”) relating to a proposed initial public offering of the Company’s Class A Ordinary Shares in the United States. Concurrently with the submission of this letter, the Company is submitting its revised registration statement on Form F-1 (the “Amendment No. 6 to the Registration Statement”) via EDGAR to the Commission for review in accordance with the procedures of the Commission.
The Company has responded to all of the Staff’s comments by revising the Registration Statement on Form F-1 to address the comments, and by providing an explanation if the Company has not so revised the Amendment No. 5 to the Registration Statement on Form F-1. The Staff’s comments are repeated below in bold and followed by the Company’s response. Terms used but not otherwise defined herein have the meanings set forth in the Amendment No. 6 to the Registration Statement.
Partners | Constance Choy H.M., Desmond Ang C.K., (Stephanie) Chan C. M., (Christopher) Cheng C.H., Meng Ding, Dominic D. James, (Sherlyn) Lau S.Y., David K. Lee,
Olivia Ngan S.M., (Raymond) Oh C.H., Yuet Ming Tham, (Friven) Yeoh K.H., Claudia Yu K.W., Yan Zhang
Registered Foreign Lawyers | Gordon H. I. Davidson (England and Wales)*, (Carrie) Li J. (New York)*, G. Matthew Sheridan (New York)*,
Effie Vasilopoulos (New South Wales)*, (Renee) Xiong Y. (New York)*, (Oliver) Zhong Q. (New York)*
Consultants | Hon Au Yeung, Huberta Chow X.L., (Winnie) Mak T.M., Dominic Sze C.K.,
Douglas Tsang C.L., (Eva) Tsui Y.W, Alan Wong C.K., Felicity Wong K.Y., Holly Yeung S.M., Iris Yuen L.S.
* Partner of Sidley Austin Holding LLP (a Delaware Limited Liability Partnership)
° Foreign Legal Consultant / Legal Counsel
Page
Amendment Registration Statement on Form F-1 filed November 1, 2023
Financial Statements
Note 17 - Subsequent Event, page F-27
1. Disclose the date when the financial statements were authorized for issue and who gave that authorization pursuant to paragraph 17 of IAS 10. Please also provide this disclosure in the interim period financial statements.
In response to the Staff’s comment, the Company has revised the referenced disclosure on pages F-27 and F-37 of the Amendment No. 6 to the Registration Statement.
2. Please explain to us why the Company follows the guidance in FASB ASC 855-10 for the disclosure of subsequent events rather than IFRS.
In response to the Staff’s comment, the Company has revised the referenced disclosure on pages F-27 and F-37 of the Amendment No. 6 to the Registration Statement.
***
Page
If you have any questions regarding the Amendment No. 6 to the Registration Statement, please contact me at meng.ding@sidley.com, +852 2509 7858 (work) or +852 6461 4000 (cell).
Thank you for your time and attention.
Very
truly yours,
/s/
Meng Ding
Show Raw Text
CORRESP
1
filename1.htm
SIDLEY
AUSTIN
39/F,
TWO INT’L FINANCE CENTRE
CENTRAL,
HONG KONG
+852
2509 7888
+852
2509 3110 FAX
AMERICA
● ASIA PACIFIC ● EUROPE
Meng
Ding
To
Call Writer Directly
+852
2509 7858
meng.ding@sidley.com
November
9, 2023
CONFIDENTIAL
Joseph
Kempf
Robert
Littlepage
Matthew
Crispino
Jan
Woo
Office
of Technology
Division
of Corporation Finance
Securities
and Exchange Commission
100
F Street, N.E.
Washington,
D.C. 20549
Re:
IMMRSIV
Inc
Amendment
No. 5 to Registration Statement on Form F-1
Filed
November 1, 2023
File
No. 333-269055
Dear
Mr. Kempf, Mr. Littlepage, Mr. Crispino and Ms. Woo,
On
behalf of our client, IMMRSIV Inc (the “Company”), a foreign private issuer incorporated under the laws of
the Cayman Islands, we are submitting to the staff (the “Staff”) of the Securities and Exchange Commission
(the “Commission”) this letter setting forth the Company’s responses to the comments contained in the
Staff’s letter dated November 8, 2023 regarding the Company’s Amendment No. 5 to the Registration Statement on Form F-1 publicly
filed on November 1, 2023 (the “Amendment No. 5 to the Registration Statement on Form F-1”) relating to a proposed
initial public offering of the Company’s Class A Ordinary Shares in the United States. Concurrently with the submission of this
letter, the Company is submitting its revised registration statement on Form F-1 (the “Amendment No. 6 to the Registration
Statement”) via EDGAR to the Commission for review in accordance with the procedures of the Commission.
The
Company has responded to all of the Staff’s comments by revising the Registration Statement on Form F-1 to address the comments,
and by providing an explanation if the Company has not so revised the Amendment No. 5 to the Registration Statement on Form F-1. The
Staff’s comments are repeated below in bold and followed by the Company’s response. Terms used but not otherwise defined
herein have the meanings set forth in the Amendment No. 6 to the Registration Statement.
Partners
| Constance Choy H.M., Desmond Ang C.K., (Stephanie) Chan C. M., (Christopher) Cheng C.H., Meng Ding, Dominic D. James, (Sherlyn)
Lau S.Y., David K. Lee,
Olivia
Ngan S.M., (Raymond) Oh C.H., Yuet Ming Tham, (Friven) Yeoh K.H., Claudia Yu K.W., Yan Zhang
Registered
Foreign Lawyers | Gordon H. I. Davidson (England and Wales)*, (Carrie) Li J. (New York)*, G. Matthew Sheridan (New York)*,
Effie
Vasilopoulos (New South Wales)*, (Renee) Xiong Y. (New York)*, (Oliver) Zhong Q. (New York)*
Consultants
| Hon Au Yeung, Huberta Chow X.L., (Winnie) Mak T.M., Dominic Sze C.K.,
Douglas
Tsang C.L., (Eva) Tsui Y.W, Alan Wong C.K., Felicity Wong K.Y., Holly Yeung S.M., Iris Yuen L.S.
*
Partner of Sidley Austin Holding LLP (a Delaware Limited Liability Partnership)
°
Foreign Legal Consultant / Legal Counsel
Page
2
Amendment
Registration Statement on Form F-1 filed November 1, 2023
Financial
Statements
Note
17 - Subsequent Event, page F-27
1.
Disclose
the date when the financial statements were authorized for issue and who gave that authorization pursuant to paragraph 17 of IAS
10. Please also provide this disclosure in the interim period financial statements.
In
response to the Staff’s comment, the Company has revised the referenced disclosure on pages F-27 and F-37 of the Amendment No.
6 to the Registration Statement.
2.
Please
explain to us why the Company follows the guidance in FASB ASC 855-10 for the disclosure of subsequent events rather than IFRS.
In
response to the Staff’s comment, the Company has revised the referenced disclosure on pages F-27 and F-37 of the Amendment No.
6 to the Registration Statement.
***
Page
3
If
you have any questions regarding the Amendment No. 6 to the Registration Statement, please contact me at meng.ding@sidley.com, +852 2509
7858 (work) or +852 6461 4000 (cell).
Thank
you for your time and attention.
Very
truly yours,
/s/
Meng Ding
Meng
Ding
Enclosure
c.c.
Png
Bee Hin, Chairman of the Board and Chief Executive Officer
Ahmed
Mohidin, Partner, Kreit & Chiu CPA LLP
Fang
Liu, Esq., Partner, VCL Law LLP