Correspondence 0001213900-23-037843 from Haoxin Holdings Ltd (HXHX)
Haoxin Holdings Ltd
Date: May 9, 2023 · CIK: 0001936817 · Accession: 0001213900-23-037843
AI Filing Summary & Sentiment
File numbers found in text: 333-269681
Letter
Division of Corporation Finance Office of Energy & Transportation Haoxin Holdings Limited Amendement No. 1 to Registration Statement on Form F-1 Submitted March 7, 2023 File No. 333-269681
Dear Ms. Packebusch,
This letter is in response to your letter March 21, 2023 in which you provided comments to Registration Statement on Form F-1 (the “F-1”) of Haoxin Holdings Ltd (the “Company”) filed with the U.S. Securities and Exchange Commission on March 7, 2023. On the date hereof, the Company has submitted Amendment No. 2 to Registration Statement on Form F-1 (“Amendment No. 2”). We set forth below in bold the comment in your letter relating to the Registration Statement followed by our response to each comment.
Amendment No. 1 to Registration Statement on Form F-1 filed March 7, 2023
Exhibits
1. We note your response to prior comment 8 and reissue it in part. Please have counsel revise the opinion filed as Exhibit 5.1 to include the number of shares being offered and upon which counsel is opining.
RESPONSE: We note the Staff’s comment, and in response hereto, respectfully advise the Staff that an erroneous version of Exhibit 5.1 was attached in the latest submission, and we have attached the correct version of 5.1 opinion to Amendment No. 2.
2. We note that you have filed a form of underwriting agreement as Exhibit 1.1 to your registration statement and that Exhibit 1.1 makes references to, but does not include as Exhibit A, the form of lock-up agreement. Please refile Exhibit 1.1 to include the form of lock-up agreement as an exhibit thereto.
RESPONSE: We note the Staff’s comment, and in response hereto, respectfully advise the Staff that we have reattached Exhibit 1.1 to include all Exhibits referenced therein in Amendment No. 2.
We hope this response has addressed all of the Staff’s concerns relating to the comment letter. Should you have additional questions regarding the information contained herein, please contact our securities counsel William S. Rosenstadt, Esq., Jason Ye, Esq. or Yarona Yieh, Esq. of Ortoli Rosenstadt LLP at wsr@orllp.legal, jye@orllp.legal or yly@orllp.legal.
Sincerely,
/s/ Zhengjun Tao
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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
May 9, 2023
Division of Corporation Finance
Office of Energy & Transportation
U.S. Securities and Exchange
Commission
Washington, D.C. 20549-4720
Attn: Liz Packebusch
Re:
Haoxin Holdings Limited
Amendement No. 1 to Registration Statement on Form F-1
Submitted March 7, 2023
File No. 333-269681
Dear Ms. Packebusch,
This letter is in response to your letter March
21, 2023 in which you provided comments to Registration Statement on Form F-1 (the “F-1”) of Haoxin Holdings Ltd (the “Company”)
filed with the U.S. Securities and Exchange Commission on March 7, 2023. On the date hereof, the Company has submitted Amendment No. 2
to Registration Statement on Form F-1 (“Amendment No. 2”). We set forth below in bold the comment in your letter relating
to the Registration Statement followed by our response to each comment.
Amendment No. 1 to Registration Statement
on Form F-1 filed March 7, 2023
Exhibits
1.
We note your response to prior comment 8 and reissue it in part. Please have counsel revise the opinion filed as Exhibit 5.1 to include the number of shares being offered and upon which counsel is opining.
RESPONSE: We note the Staff’s comment, and
in response hereto, respectfully advise the Staff that an erroneous version of Exhibit 5.1 was attached in the latest submission, and
we have attached the correct version of 5.1 opinion to Amendment No. 2.
2.
We note that you have filed a form of underwriting agreement as Exhibit 1.1 to your registration statement and that Exhibit 1.1 makes references to, but does not include as Exhibit A, the form of lock-up agreement. Please refile Exhibit 1.1 to include the form of lock-up agreement as an exhibit thereto.
RESPONSE: We note the Staff’s comment, and
in response hereto, respectfully advise the Staff that we have reattached Exhibit 1.1 to include all Exhibits referenced therein in Amendment
No. 2.
We hope this response has addressed all of the
Staff’s concerns relating to the comment letter. Should you have additional questions regarding the information contained herein,
please contact our securities counsel William S. Rosenstadt, Esq., Jason Ye, Esq. or Yarona Yieh, Esq. of Ortoli Rosenstadt LLP at wsr@orllp.legal,
jye@orllp.legal or yly@orllp.legal.
Sincerely,
/s/ Zhengjun Tao
Zhengjun Tao
Chief Executive Officer