SEC Comment Letter 0000000000-23-006533 to Haoxin Holdings Ltd (HXHX)
Haoxin Holdings Ltd
Date: June 16, 2023 · CIK: 0001936817 · Accession: 0000000000-23-006533
AI Filing Summary & Sentiment
File numbers found in text: 333-269681
Letter
United States securities and exchange commission logo June 16, 2023 Zhengjun Tao Chief Executive Officer Haoxin Holdings Limited Room 329-1, 329-2, No.1 Xingye Yi Road Ningbo Free Trade Zone Ningbo, Zhejiang Province 315807 People's Republic of China Re:Haoxin Holdings Limited Amendment No. 3 to Registration Statement on Form F-1 Filed June 6, 2023 File No. 333-269681 Dear Zhengjun Tao: 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 May 22, 2023 letter. Amendment No. 3 to Registration Statement on Form F-1 filed June 6, 2023 Dilution, page 61 1.In the Dilution table on page 61, please explain your reason for changing the consideration amount contributed by the existing shareholders from the previously reported $2,957,300 to the current $1,200, although you indicated in your response to prior comment 5 that the entire $2,957,300 additional paid in capital amount was contributed in cash. Please revise as appropriate.
FirstName LastNameZhengjun Tao Comapany NameHaoxin Holdings Limited June 16, 2023 Page 2 FirstName LastName Zhengjun Tao Haoxin Holdings Limited June 16, 2023 Page 2 Signatures, page II-3 2.Please revise to clarify the signature of your authorized representative in the United States. In that regard, it appears that Colleen De Vries is signing on behalf of another company, but such company has not been identified in the signature block. Exhibits 3.We note that the legal opinion and consent filed as Exhibit 99.2 is dated February 10, 2023, and states that such Opinion is issued solely based on the Documents PRC counsel had received from the Company and the PRC Subsidiaries as of the date of the Opinion. We further note that statements attributable to counsel regarding subsequent developments have been added to your prospectus disclosure since such time. Please file an updated opinion and consent from counsel. You may contact Joseph Klinko, Staff Accountant, at 202-551-3824 or Lily Dang, Staff Accountant, at 202-551-3867 if you have questions regarding comments on the financial statements and related matters. Please contact Liz Packebusch, Staff Attorney, at 202-551-8749 or Laura Nicholson, Special Counsel, at 202-551-3584 with any other questions. Sincerely, Division of Corporation Finance Office of Energy & Transportation cc: William S. Rosenstadt
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United States securities and exchange commission logo
June 16, 2023
Zhengjun Tao
Chief Executive Officer
Haoxin Holdings Limited
Room 329-1, 329-2, No.1 Xingye Yi Road
Ningbo Free Trade Zone
Ningbo, Zhejiang Province 315807
People's Republic of China
Re:Haoxin Holdings Limited
Amendment No. 3 to Registration Statement on Form F-1
Filed June 6, 2023
File No. 333-269681
Dear Zhengjun Tao:
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 May 22, 2023 letter.
Amendment No. 3 to Registration Statement on Form F-1 filed June 6, 2023
Dilution, page 61
1.In the Dilution table on page 61, please explain your reason for changing the consideration
amount contributed by the existing shareholders from the previously reported $2,957,300
to the current $1,200, although you indicated in your response to prior comment 5 that the
entire $2,957,300 additional paid in capital amount was contributed in cash. Please revise
as appropriate.
FirstName LastNameZhengjun Tao
Comapany NameHaoxin Holdings Limited
June 16, 2023 Page 2
FirstName LastName
Zhengjun Tao
Haoxin Holdings Limited
June 16, 2023
Page 2
Signatures, page II-3
2.Please revise to clarify the signature of your authorized representative in the United
States. In that regard, it appears that Colleen De Vries is signing on behalf of another
company, but such company has not been identified in the signature block.
Exhibits
3.We note that the legal opinion and consent filed as Exhibit 99.2 is dated February 10,
2023, and states that such Opinion is issued solely based on the Documents PRC
counsel had received from the Company and the PRC Subsidiaries as of the date of the
Opinion. We further note that statements attributable to counsel regarding subsequent
developments have been added to your prospectus disclosure since such time. Please file
an updated opinion and consent from counsel.
You may contact Joseph Klinko, Staff Accountant, at 202-551-3824 or Lily Dang, Staff
Accountant, at 202-551-3867 if you have questions regarding comments on the financial
statements and related matters. Please contact Liz Packebusch, Staff Attorney, at 202-551-8749
or Laura Nicholson, Special Counsel, at 202-551-3584 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc: William S. Rosenstadt