Correspondence 0001731122-24-001142 from ZJK Industrial Co., Ltd. (ZJK)
ZJK Industrial Co., Ltd.
Date: July 24, 2024 · CIK: 0001941506 · Accession: 0001731122-24-001142
AI Filing Summary & Sentiment
File numbers found in text: 333-280371
Referenced dates: July 10, 2024
Letter
Division of Corporation Finance Office of Manufacturing Re: ZJK Industrial Co., Ltd. Registration Statement on Form F-1 Filed June 20, 2024 File No. 333-280371
Dear Ms. Sidwell:
This letter is in response to the letter dated July 10, 2024, from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) addressed to ZJK Industrial Co., Ltd. (the “Company,” “we,” and “our”). The First Amendment to Registration Statement on Form F-1 (the “Amended Registration Statement”) is being filed to accompany this letter.
Registration Statement on Form F-1
Cover Page
1. Please revise to state the number of shares of ordinary shares to be offered. Refer to Item 501(b)(2) of Regulation S-K and Securities Act Rules C&DI 227.02.
Response: In response to the Staff’s comment, we respectfully advise that we have revised to state the number of shares of ordinary shares to be offered throughout the Amended Registration Statement.
Capitalization, page 77
2. Please expand the tabular description of ordinary shares to disclose the number of shares issued and outstanding as adjusted for the IPO, and as further adjusted to give effect to the full exercise of the over-allotment option. In addition, please expand the capitalization table to include your outstanding amount of short-term bank borrowings and other long-term debts, current and non-current as shown in the audited balance sheet on page F-3 and in the table of contractual obligations on page 85.
Response: In response to the Staff’s comment, we respectfully advise that we have revised the Capitalization table on page 77 of the Amended Registration Statement.
Sarah Sidwell
Division of Corporation Finance
Office of Manufacturing
U.S. Securities and Exchange Commission
July 24, 2024
Page 2 of 3
Experts, page 162
3. Please expand to separately discuss the consolidated financial statements of the Registrant, ZJK Industrial Co., Ltd., and those of PSM-ZJK Fasteners (Shenzhen) Co., Ltd. for which TPS Thayer, LLC has audited both entities. Also, similar to the consent provided at Exhibit 23.1 pertaining to the Registrant, provide a consent from TPS Thayer, LLC as pertaining to the audited financial statements of PSM-ZJK Fasteners (Shenzhen) Co., Ltd. and to them as an expert.
Response: In response to the Staff’s comment, we respectfully advise that we have revised page 162 of the Amended Registration Statement and filed the consent from TPS Thayer, LLC to the audited financial statements of PSM-ZJK Fasteners (Shenzhen) Co., Ltd. as Exhibit 23.2 of the Amended Registration Statement.
Exhibits
4. Please file the employment agreements between the Company and the executive officers dated May 21, 2024 as exhibits to your registration statement.
Response: In response to the Staff’s comment, we respectfully advise that we have filed the employment agreements between the Company and the executive officers dated May 21, 2024 as Exhibits 10.14 and 10.15 of the Amended Registration Statement.
We appreciate the assistance the Staff has provided with its comments. If you have any questions, please do not hesitate to call our counsel, Jinhua (Anna) Wang, Esq., of Robinson & Cole LLP, at (212) 451-2942.
Very truly yours,
[Signature Page Follows]
Show Raw Text
CORRESP 1 filename1.htm ZJK INDUSTRIAL CO., LTD. July 24, 2024 Sarah Sidwell Division of Corporation Finance Office of Manufacturing U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C., 20549 Re: ZJK Industrial Co., Ltd. Registration Statement on Form F-1 Filed June 20, 2024 File No. 333-280371 Dear Ms. Sidwell: This letter is in response to the letter dated July 10, 2024, from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) addressed to ZJK Industrial Co., Ltd. (the “Company,” “we,” and “our”). The First Amendment to Registration Statement on Form F-1 (the “Amended Registration Statement”) is being filed to accompany this letter. Registration Statement on Form F-1 Cover Page 1. Please revise to state the number of shares of ordinary shares to be offered. Refer to Item 501(b)(2) of Regulation S-K and Securities Act Rules C&DI 227.02. Response: In response to the Staff’s comment, we respectfully advise that we have revised to state the number of shares of ordinary shares to be offered throughout the Amended Registration Statement. Capitalization, page 77 2. Please expand the tabular description of ordinary shares to disclose the number of shares issued and outstanding as adjusted for the IPO, and as further adjusted to give effect to the full exercise of the over-allotment option. In addition, please expand the capitalization table to include your outstanding amount of short-term bank borrowings and other long-term debts, current and non-current as shown in the audited balance sheet on page F-3 and in the table of contractual obligations on page 85. Response: In response to the Staff’s comment, we respectfully advise that we have revised the Capitalization table on page 77 of the Amended Registration Statement. Sarah Sidwell Division of Corporation Finance Office of Manufacturing U.S. Securities and Exchange Commission July 24, 2024 Page 2 of 3 Experts, page 162 3. Please expand to separately discuss the consolidated financial statements of the Registrant, ZJK Industrial Co., Ltd., and those of PSM-ZJK Fasteners (Shenzhen) Co., Ltd. for which TPS Thayer, LLC has audited both entities. Also, similar to the consent provided at Exhibit 23.1 pertaining to the Registrant, provide a consent from TPS Thayer, LLC as pertaining to the audited financial statements of PSM-ZJK Fasteners (Shenzhen) Co., Ltd. and to them as an expert. Response: In response to the Staff’s comment, we respectfully advise that we have revised page 162 of the Amended Registration Statement and filed the consent from TPS Thayer, LLC to the audited financial statements of PSM-ZJK Fasteners (Shenzhen) Co., Ltd. as Exhibit 23.2 of the Amended Registration Statement. Exhibits 4. Please file the employment agreements between the Company and the executive officers dated May 21, 2024 as exhibits to your registration statement. Response: In response to the Staff’s comment, we respectfully advise that we have filed the employment agreements between the Company and the executive officers dated May 21, 2024 as Exhibits 10.14 and 10.15 of the Amended Registration Statement. We appreciate the assistance the Staff has provided with its comments. If you have any questions, please do not hesitate to call our counsel, Jinhua (Anna) Wang, Esq., of Robinson & Cole LLP, at (212) 451-2942. Very truly yours, [Signature Page Follows] Sarah Sidwell Division of Corporation Finance Office of Manufacturing U.S. Securities and Exchange Commission July 24, 2024 Page 3 of 3 By: /s/Kai Huang Kai Huang Chief Financial Officer Jinhua (Anna) Wang, Esq. Robinson & Cole LLP [signature page to the SEC response letter]