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SEC Comment Letter 0000000000-22-012304 to Jayud Global Logistics Ltd (JYD) (CIK 0001938186) (JYD)

Jayud Global Logistics Ltd (JYD) (CIK 0001938186)
Date: Nov. 10, 2022 · CIK: 0001938186 · Accession: 0000000000-22-012304

AI Filing Summary & Sentiment

Sentiment
Urgency
Document Type
Confidence
SEC Posture
Company Posture

Summary

Reasoning

Date
November 10, 2022
Author
Not clearly detected
Form
UPLOAD
Company
Jayud Global Logistics Ltd (JYD) (CIK 0001938186)

Letter

United States securities and exchange commission logo November 10, 2022 Xiaogang Geng Chief Executive Officer Jayud Global Logistics Ltd 4th Floor, Building 4, Shatoujiao Free Trade Zone Shenyan Road, Yantian District Shenzhen, China 518000 Re:Jayud Global Logistics Ltd Amendment No. 1 to Draft Registration Statement on Form F-1 Submitted October 28, 2022 CIK No. 0001938186 Dear Xiaogang Geng: 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. Draft Registration Statement Amendment on Form F-1 Cover Page 1.You disclose here that you "will apply" to list your ADS on Nasdaq Capital Market. However, you disclose at page 17 that you have applied to have your ADSs listed on the Nasdaq Capital Market under the symbol “JYD.” 2.Disclose whether your offering is contingent upon final approval of your Nasdaq listing on your cover page. Please ensure the disclosure is consistent with your underwriting agreement. 3.To the extent you intend to proceed with your offering if your Nasdaq listing is denied,

FirstName LastNameXiaogang Geng Comapany NameJayud Global Logistics Ltd November 10, 2022 Page 2 FirstName LastName Xiaogang Geng Jayud Global Logistics Ltd November 10, 2022 Page 2 revise your cover page to indicate that the offering is not contingent on Nasdaq approval of your listing application and that if the ADSs are not approved for listing, you may experience difficulty selling your ADSs. Include risk factor disclosures to address the impact on liquidity and the value of ADSs. Risk Factors The trading price of our ADSs is likely to be volatile, which could result in substantial losses to investors., page 57 4.We note recent instances of extreme stock price run-ups followed by rapid price declines and stock price volatility seemingly unrelated to company performance following a number of recent initial public offerings, particularly among companies with relatively smaller public floats. Please revise this risk factor to address the potential for rapid and substantial price volatility and clearly state that such volatility, including any stock-run up, may be unrelated to your actual or expected operating performance and financial condition or prospects, making it difficult for prospective investors to assess the rapidly changing value of your ADSs. Management's Discussion and Analysis of Financial Condition and Results of Operations, page 5.We acknowledge your response to comment 12. Please discuss and analyze changes for every material asset and liability line item in your balance sheet. Suppliers, page 122 6.We note your response to prior comment 19 that the five largest suppliers agreed to one- year terms for fiscal years 2020 and 2021. Please tell us whether these five suppliers are the same suppliers and provide additional analysis explaining why they are not material to you. You may contact Yong Kim, Staff Accountant at 202-551-3323 or Gus Rodriguez, Accounting Branch Chief at 202-551-3752 if you have questions regarding comments on the financial statements and related matters. Please contact Michael Purcell, Staff Attorney at 202- 551-5351 or Loan Lauren Nguyen, Legal Branch Chief at 202-551-3642 with any other questions. Sincerely, Division of Corporation Finance Office of Energy & Transportation cc: Yang Ge

Show Raw Text
United States securities and exchange commission logo
November 10, 2022
Xiaogang Geng
Chief Executive Officer
Jayud Global Logistics Ltd
4th Floor, Building 4, Shatoujiao Free Trade Zone
Shenyan Road, Yantian District
Shenzhen, China 518000
Re:Jayud Global Logistics Ltd
Amendment No. 1 to Draft Registration Statement on Form F-1
Submitted October 28, 2022
CIK No. 0001938186
Dear Xiaogang Geng:
            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.
Draft Registration Statement Amendment on Form F-1
Cover Page
1.You disclose here that you "will apply" to list your ADS on Nasdaq Capital Market.
However, you disclose at page 17 that you have applied to have your ADSs listed on the
Nasdaq Capital Market under the symbol “JYD.”
2.Disclose whether your offering is contingent upon final approval of your Nasdaq listing
on your cover page.  Please ensure the disclosure is consistent with your underwriting
agreement.
3.To the extent you intend to proceed with your offering if your Nasdaq listing is denied,

 FirstName LastNameXiaogang Geng
 Comapany NameJayud Global Logistics Ltd
 November 10, 2022 Page 2
 FirstName LastName
Xiaogang Geng
Jayud Global Logistics Ltd
November 10, 2022
Page 2
revise your cover page to indicate that the offering is not contingent on Nasdaq approval
of your listing application and that if the ADSs are not approved for listing, you may
experience difficulty selling your ADSs.  Include risk factor disclosures to address the
impact on liquidity and the value of ADSs.
Risk Factors
The trading price of our ADSs is likely to be volatile, which could result in substantial losses to
investors., page 57
4.We note recent instances of extreme stock price run-ups followed by rapid price declines
and stock price volatility seemingly unrelated to company performance following a
number of recent initial public offerings, particularly among companies with relatively
smaller public floats. Please revise this risk factor to address the potential for rapid and
substantial price volatility and clearly state that such volatility, including any stock-run
up, may be unrelated to your actual or expected operating performance and financial
condition or prospects, making it difficult for prospective investors to assess the rapidly
changing value of your ADSs.
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
77
5.We acknowledge your response to comment 12.  Please discuss and analyze changes for
every material asset and liability line item in your balance sheet.
Suppliers, page 122
6.We note your response to prior comment 19 that the five largest suppliers agreed to one-
year terms for fiscal years 2020 and 2021.  Please tell us whether these five suppliers are
the same suppliers and provide additional analysis explaining why they are not material to
you.
            You may contact Yong Kim, Staff Accountant at 202-551-3323 or Gus Rodriguez,
Accounting Branch Chief at 202-551-3752 if you have questions regarding comments on the
financial statements and related matters. Please contact Michael Purcell, Staff Attorney at 202-
551-5351 or Loan Lauren Nguyen, Legal Branch Chief at 202-551-3642 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Yang Ge