SEC Comment Letter 0000000000-23-001764 to HUHUTECH International Group Inc. (HUHU) (CIK 0001945415) (HUHU)
HUHUTECH International Group Inc. (HUHU) (CIK 0001945415)
Date: Feb. 22, 2023 · CIK: 0001945415 · Accession: 0000000000-23-001764
AI Filing Summary & Sentiment
Letter
United States securities and exchange commission logo February 22, 2023 Yujun Xiao Chief Executive Officer HUHUTECH International Group Inc. 3-1208 Tiananzhihui Compound 228 Linghu Road Xinwu District, Wuxi City, Jiangsu Province People’s Republic of China 214135 Re:HUHUTECH International Group Inc. Amendment No. 2 to Draft Registration Statement on Form F-1 Submitted on February 10, 2023 CIK 1945415 Dear Yujun Xiao: 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 January 19, 2023 letter. Amendment No. 2 to Draft Registration Statement on Form F-1 Submitted February 10, 2023 General 1.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. Revise to include a separate risk factor addressing the potential for rapid and substantial price volatility and any known factors particular to your offering that may add to this risk and discuss the risks to investors when investing in stock where the price is changing rapidly. Clearly state that such volatility, including any stock-run up,
FirstName LastNameYujun Xiao Comapany NameHUHUTECH International Group Inc. February 22, 2023 Page 2 FirstName LastName Yujun Xiao HUHUTECH International Group Inc. February 22, 2023 Page 2 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 stock. Cover Page 2.We reissue prior comment 2. Please clarify whether any dividends or distributions have been made and if so, quantify the amount. If no dividends or distributions have been made, please revise your disclosure elsewhere in the filing, specifically on page 5 and page 53 where you state that you "do not expect to pay cash dividends again." Prospectus Summary, page 1 3.We note your response to prior comment 3. Please file the written agreements with the customers and suppliers mentioned in this section, specifically Taiwan Semiconductor Manufacturing Co., Ltd., Yangtze Memory Technology Corp., and Changxin Memory Technologies Inc. Risk Factor Nasdaq Approval, page 50 4.We note your response to prior comment 5. Please revise your disclosure to add the consequences to the offering of having your application denied to include that the offering will not be completed in the absence of Nasdaq listing approval. Management Discussion and Analysis of Financial Condition and Results of Operations Bank Loans, page 70 5.We note your response to prior comment 7. Please file all the outstanding loan agreements as exhibits to your registration statement, including outstanding loans agreements with the China Construction Bank and Bank of Ningbo. In the alternative, please explain why you are not required to do so. Related Party Transactions, page 102 6.We note your response to prior comment 13. Please revise this section to include transactions of all related parties, including loan agreements guaranteed by Ms. Yinglai Wang.
FirstName LastNameYujun Xiao Comapany NameHUHUTECH International Group Inc. February 22, 2023 Page 3 FirstName LastName Yujun Xiao HUHUTECH International Group Inc. February 22, 2023 Page 3 You may contact Kevin Stertzel at 202-551-3723 or Claire Erlanger at 202-551-3301 if you have questions regarding comments on the financial statements and related matters. Please contact Gregory Herbers at 202-551-8028 or Jay Ingram at 202-551-3397 with any other questions. Sincerely, Division of Corporation Finance Office of Manufacturing cc: Yarona L. Yieh
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United States securities and exchange commission logo
February 22, 2023
Yujun Xiao
Chief Executive Officer
HUHUTECH International Group Inc.
3-1208 Tiananzhihui Compound
228 Linghu Road
Xinwu District, Wuxi City, Jiangsu Province
People’s Republic of China 214135
Re:HUHUTECH International Group Inc.
Amendment No. 2 to Draft Registration Statement on Form F-1
Submitted on February 10, 2023
CIK 1945415
Dear Yujun Xiao:
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 January 19, 2023 letter.
Amendment No. 2 to Draft Registration Statement on Form F-1 Submitted February 10, 2023
General
1.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. Revise to include a separate risk factor addressing the potential for
rapid and substantial price volatility and any known factors particular to your offering that
may add to this risk and discuss the risks to investors when investing in stock where the
price is changing rapidly. Clearly state that such volatility, including any stock-run up,
FirstName LastNameYujun Xiao
Comapany NameHUHUTECH International Group Inc.
February 22, 2023 Page 2
FirstName LastName
Yujun Xiao
HUHUTECH International Group Inc.
February 22, 2023
Page 2
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 stock.
Cover Page
2.We reissue prior comment 2. Please clarify whether any dividends or distributions have
been made and if so, quantify the amount. If no dividends or distributions have been
made, please revise your disclosure elsewhere in the filing, specifically on page 5 and
page 53 where you state that you "do not expect to pay cash dividends again."
Prospectus Summary, page 1
3.We note your response to prior comment 3. Please file the written agreements with the
customers and suppliers mentioned in this section, specifically Taiwan Semiconductor
Manufacturing Co., Ltd., Yangtze Memory Technology Corp., and Changxin Memory
Technologies Inc.
Risk Factor
Nasdaq Approval, page 50
4.We note your response to prior comment 5. Please revise your disclosure to add the
consequences to the offering of having your application denied to include that the offering
will not be completed in the absence of Nasdaq listing approval.
Management Discussion and Analysis of Financial Condition and Results of Operations Bank
Loans, page 70
5.We note your response to prior comment 7. Please file all the outstanding loan agreements
as exhibits to your registration statement, including outstanding loans agreements with the
China Construction Bank and Bank of Ningbo. In the alternative, please explain why you
are not required to do so.
Related Party Transactions, page 102
6.We note your response to prior comment 13. Please revise this section to include
transactions of all related parties, including loan agreements guaranteed by Ms. Yinglai
Wang.
FirstName LastNameYujun Xiao
Comapany NameHUHUTECH International Group Inc.
February 22, 2023 Page 3
FirstName LastName
Yujun Xiao
HUHUTECH International Group Inc.
February 22, 2023
Page 3
You may contact Kevin Stertzel at 202-551-3723 or Claire Erlanger at 202-551-3301 if
you have questions regarding comments on the financial statements and related matters. Please
contact Gregory Herbers at 202-551-8028 or Jay Ingram at 202-551-3397 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc: Yarona L. Yieh