Correspondence 0001193125-24-172479 from Xuhang Holdings Ltd (SUNH) (CIK 0001946025)
Xuhang Holdings Ltd (SUNH) (CIK 0001946025)
Date: June 28, 2024 · CIK: 0001946025 · Accession: 0001193125-24-172479
AI Filing Summary & Sentiment
File numbers found in text: 333-271029
Referenced dates: April 17, 2024
Letter
Xuhang Holdings Limited
June 28, 2024
Via EDGAR
Division of Corporation Finance
Office of Trade & Services
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, D.C., 20549
Attention: Kate Beukenkamp
Lilyanna Peyser
Re: Xuhang Holdings Limited
Amendment No. 3 to Registration Statement on Form F-1
Filed March 25, 2024
File No. 333-271029
Ladies and Gentlemen:
This letter is in response to the letter dated April 17, 2024, from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) addressed to Xuhang Holdings Limited (the “Company,” “we,” and “our”). For ease of reference, we have recited the Commission’s comments in this response. An Amendment No. 4 to Registration Statement on Form F-1 (“Amendment No. 4”) is being filed concurrently with the submission of this letter.
Amendment No. 3 to Registration Statement on Form F-1
Resale Prospectus, page ALT-1
1. We note your response to prior comment 7. Given the size of the resale offering relative to the number of shares being offered in the IPO, please provide us with a detailed analysis as to why you believe the resale transaction is appropriately characterized as a secondary offering that is eligible to be made under Rule 415(a)(1)(i), rather than a primary offering in which the selling shareholders are acting as conduits in a distribution to the public and are therefore underwriters selling on your behalf. For guidance, please refer to Question 612.09 of our Securities Act Rule Compliance and Disclosure Interpretations, which is available on our website. Tell us why the selling shareholders are not subject to any of the lock-up provisions described in the prospectus, and whether the underwriter sought to have the selling shareholders subjected to lock-up arrangements. Tell us whether and why the underwriter believes it will be able to successfully place the securities to be sold in the IPO and facilitate creation of a public market in your securities despite the availability of 6,533,578 shares that the selling shareholders could attempt to offer and sell into such market once trading commences. Please expand to tell us the purpose of the resale transaction and the reason it is being registered at this time and simultaneously with the IPO.
We respectfully advise the Staff that the Company is not registering any of its ordinary shares for resale in this offering, and the Resale Prospectus has been removed from Amendment No. 4.
We appreciate the assistance the Staff has provided with its comments. If you have any questions, please do not hesitate to call our counsel, Ying Li, Esq., of Hunter Taubman Fischer & Li LLC, at (212) 530-2206.
Very truly yours,
/s/ Tianhang Xiao
Show Raw Text
CORRESP 1 filename1.htm CORRESP Xuhang Holdings Limited June 28, 2024 Via EDGAR Division of Corporation Finance Office of Trade & Services U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C., 20549 Attention: Kate Beukenkamp Lilyanna Peyser Re: Xuhang Holdings Limited Amendment No. 3 to Registration Statement on Form F-1 Filed March 25, 2024 File No. 333-271029 Ladies and Gentlemen: This letter is in response to the letter dated April 17, 2024, from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) addressed to Xuhang Holdings Limited (the “Company,” “we,” and “our”). For ease of reference, we have recited the Commission’s comments in this response. An Amendment No. 4 to Registration Statement on Form F-1 (“Amendment No. 4”) is being filed concurrently with the submission of this letter. Amendment No. 3 to Registration Statement on Form F-1 Resale Prospectus, page ALT-1 1. We note your response to prior comment 7. Given the size of the resale offering relative to the number of shares being offered in the IPO, please provide us with a detailed analysis as to why you believe the resale transaction is appropriately characterized as a secondary offering that is eligible to be made under Rule 415(a)(1)(i), rather than a primary offering in which the selling shareholders are acting as conduits in a distribution to the public and are therefore underwriters selling on your behalf. For guidance, please refer to Question 612.09 of our Securities Act Rule Compliance and Disclosure Interpretations, which is available on our website. Tell us why the selling shareholders are not subject to any of the lock-up provisions described in the prospectus, and whether the underwriter sought to have the selling shareholders subjected to lock-up arrangements. Tell us whether and why the underwriter believes it will be able to successfully place the securities to be sold in the IPO and facilitate creation of a public market in your securities despite the availability of 6,533,578 shares that the selling shareholders could attempt to offer and sell into such market once trading commences. Please expand to tell us the purpose of the resale transaction and the reason it is being registered at this time and simultaneously with the IPO. We respectfully advise the Staff that the Company is not registering any of its ordinary shares for resale in this offering, and the Resale Prospectus has been removed from Amendment No. 4. We appreciate the assistance the Staff has provided with its comments. If you have any questions, please do not hesitate to call our counsel, Ying Li, Esq., of Hunter Taubman Fischer & Li LLC, at (212) 530-2206. Very truly yours, /s/ Tianhang Xiao Name: Tianhang Xiao Title: Chief Executive Officer cc: Ying Li, Esq. Hunter Taubman Fischer & Li LLC