SEC Comment Letter 0000000000-23-012152 to Raytech Holding Ltd (RAY)
Raytech Holding Ltd
Date: Nov. 7, 2023 · CIK: 0001948443 · Accession: 0000000000-23-012152
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-275197
Letter
United States securities and exchange commission logo November 7, 2023 Tim Hoi Ching Chief Executive Officer Raytech Holding Ltd Unit 609, 6/F, Nan Fung Commercial Centre No. 19 Lam Lok Street Kowloon Bay, Hong Kong Re:Raytech Holding Ltd Registration Statement on Form F-1 Filed October 27, 2023 File No. 333-275197 Dear Tim Hoi Ching: We have reviewed your registration statement and have the following comment(s). Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies 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 this letter, we may have additional comments. Form F-1 filed October 27, 2023 General 1.Please revise the Resale Prospectus to disclose a fixed price (or a range) at which the selling stockholders will sell their shares until the securities are quoted on the Nasdaq, after which the securities can be offered and sold at prevailing market prices or at negotiated prices. 2.We note your added disclosure regarding the opinion on which you are relying to not fulfill the filing procedures with the CSRC, and the factual bases cited. It appears, however, from your disclosure on the cover page and elsewhere that you derive all of your revenue from Hong Kong and that your manufacturers are based in the PRC. Please revise to clarify throughout your document and, as appropriate, file a revised opinion.
FirstName LastNameTim Hoi Ching Comapany NameRaytech Holding Ltd November 7, 2023 Page 2 FirstName LastName Tim Hoi Ching Raytech Holding Ltd November 7, 2023 Page 2 Dilution, page 62 3.Please revise your net tangible book value calculation to exclude deferred offering costs. Compensation, page 98 4.Please revise your disclosure to identify the compensation payable to Tim Hoi under the executive employment agreement of July 5, 2023, and to clarify the reference to an operative employment agreement. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. Please contact Heather Clark at 202-551-3624 or Hugh West at 202-551-3872 if you have questions regarding comments on the financial statements and related matters. Please contact Jennifer Angelini at 202-551-3047 or Geoffrey Kruczek at 202-551-3641 with any other questions. Sincerely, Division of Corporation Finance Office of Manufacturing cc: Arila Zhou
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United States securities and exchange commission logo
November 7, 2023
Tim Hoi Ching
Chief Executive Officer
Raytech Holding Ltd
Unit 609, 6/F, Nan Fung Commercial Centre
No. 19 Lam Lok Street
Kowloon Bay, Hong Kong
Re:Raytech Holding Ltd
Registration Statement on Form F-1
Filed October 27, 2023
File No. 333-275197
Dear Tim Hoi Ching:
We have reviewed your registration statement and have the following comment(s).
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.
Form F-1 filed October 27, 2023
General
1.Please revise the Resale Prospectus to disclose a fixed price (or a range) at which the
selling stockholders will sell their shares until the securities are quoted on the Nasdaq,
after which the securities can be offered and sold at prevailing market prices or at
negotiated prices.
2.We note your added disclosure regarding the opinion on which you are relying to not
fulfill the filing procedures with the CSRC, and the factual bases cited. It appears,
however, from your disclosure on the cover page and elsewhere that you derive all of your
revenue from Hong Kong and that your manufacturers are based in the PRC. Please revise
to clarify throughout your document and, as appropriate, file a revised opinion.
FirstName LastNameTim Hoi Ching
Comapany NameRaytech Holding Ltd
November 7, 2023 Page 2
FirstName LastName
Tim Hoi Ching
Raytech Holding Ltd
November 7, 2023
Page 2
Dilution, page 62
3.Please revise your net tangible book value calculation to exclude deferred offering costs.
Compensation, page 98
4.Please revise your disclosure to identify the compensation payable to Tim Hoi under
the executive employment agreement of July 5, 2023, and to clarify the reference to an
operative employment agreement.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
Please contact Heather Clark at 202-551-3624 or Hugh West at 202-551-3872 if you have
questions regarding comments on the financial statements and related matters. Please contact
Jennifer Angelini at 202-551-3047 or Geoffrey Kruczek at 202-551-3641 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc: Arila Zhou