Correspondence 0001213900-24-049140 from HUHUTECH International Group Inc. (HUHU) (CIK 0001945415) (HUHU)
HUHUTECH International Group Inc. (HUHU) (CIK 0001945415)
Date: June 3, 2024 · CIK: 0001945415 · Accession: 0001213900-24-049140
AI Filing Summary & Sentiment
File numbers found in text: 333-270958
Referenced dates: January 30, 2024
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HUHUTECH
International Group Inc.
3-1208
Tiananzhihui Compound
228 Linghu Road
Xinwu District, Wuxi City, Jiangsu Province
People’s Republic of China 214135
June 3, 2024
Via
EDGAR
Division
of Corporation Finance
Office
of Manufacturing
U.S.
Securities and Exchange Commission
100
F Street, NE
Washington,
D.C., 20549
Attention:
Kevin
Stertzel
Claire
Erlanger
Gregory
Herbers
Jay
Ingram
Re:
HUHUTECH
International Group Inc.
Amended
Registration Statement on Form F-1
Filed
on January 17, 2024
File
No. 333-270958
Ladies
and Gentlemen:
This
letter is in response to the letter dated January 30, 2024, from the staff (the “Staff”) of the U.S. Securities and Exchange
Commission (the “Commission”) addressed to HUHUTECH International Group Inc. (the “Company,” “we,”
and “our”). For ease of reference, we have recited the Commission’s comments in this response and numbered them accordingly.
An amended Registration Statement on Form F-1 (the “Amended Registration Statement”) is being submitted to accompany this
letter.
Amendment
No. 2 to Form F-1 filed January 17, 2024
Our
Properties and Facilities, page 86
1. Please
file as an exhibit the lease agreements for all leased properties.
RESPONSE:
We note the Staff’s comment, and respectfully advise that we have filed as exhibits the lease agreements for all leased properties
in the Amended Registration Statement.
Related
Party Transactions, page 103
2.
We
note your response to prior comment 2. Please file all outstanding loan agreements as exhibits to your registration statement,
including those subsequent to May 31, 2023.
RESPONSE:
We note the Staff’s comment, and respectfully advise that we have filed all outstanding loan agreements as of today as exhibits
in the Amended Registration Statement.
General
3.
We note the changes you made to your disclosure appearing on the cover page, Summary and Risk Factor sections relating to legal and operational risks associated with operating in China and PRC regulations. It is unclear to us that there have been changes in the regulatory environment in the PRC since the amendment that was filed on May 31, 2023 warranting revised disclosure to mitigate the challenges you face and related disclosures. The Sample Letters to China-Based Companies sought specific disclosure relating to the risk that the PRC government may intervene in or influence your operations at any time, or may exert control over operations of your business, which could result in a material change in your operations and/or the value of the securities you are registering for sale. We remind you that, pursuant to federal securities rules, the term “control” (including the terms “controlling,” “controlled by,” and “under common control with”) as defined in Securities Act Rule 405 means “the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract, or otherwise.” The Sample Letters also sought specific disclosures relating to uncertainties regarding the enforcement of laws and that the rules and regulations in China can change quickly with little advance notice. We do not believe that your revised disclosure referencing the PRC government’s intent to strengthen its regulatory oversight conveys the same risk. Please restore your disclosures in these areas to the disclosures as they existed in the registration statement as of May 31, 2023.
RESPONSE:
We note the Staff’s comment, and respectfully advise that we have restored our disclosures in the Amended Registration Statement
in these areas to the disclosures as they existed in the registration statement as of May 31, 2023.
We
appreciate the assistance the Staff has provided with its comments. Should you have additional questions regarding the information contained
herein, please contact our securities counsel William S. Rosenstadt, Esq., or Yarona Yieh, Esq. of Ortoli Rosenstadt LLP at wsr@orllp.legal
or yly@orllp.legal.
Very
truly yours,
/s/
Yujun Xiao
Name:
Yujun
Xiao
Title:
Chief
Executive Officer