Correspondence 0001213900-23-088290 from Raytech Holding Ltd (RAY)
Raytech Holding Ltd
Date: Nov. 17, 2023 · CIK: 0001948443 · Accession: 0001213900-23-088290
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-275197
Referenced dates: November 7, 2023
Letter
Raytech Holding Ltd
November 17, 2023
VIA EMAIL
Division of Corporation Finance
Office of Manufacturing
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549-6010
Re: Raytech Holding Ltd
Registration Statement on Form F-1
Filed October 27, 2023
File No. 333-275197
Ladies and Gentlemen:
This letter is in response to the letter dated November 7, 2023 from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) addressed to Raytech Holding Ltd (the “Company,” “we,” and “our”). For ease of reference, we have recited the Commission’s comments in this response and numbered them accordingly. The amendment to the Registration Statement on Form F-1 (the “Amended Registration Statement”) is being filed to accompany this letter.
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.
Response: In response to the Staff’s comments, we revised the disclosure on the cover page and page Alt-1 of the Resale Prospectus.
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.
Response: We respectfully advise the Staff that those manufacturers based in the PRC are not our subsidiaries. We believe the Company is not required to complete the filing procedures with the CSRC and Han Kun Law Offices, our PRC counsel, has opinioned that, among others, “the Offering and the listing of the Ordinary Shares on the Nasdaq Capital Market do not require any permission or approval from the CSRC, the CAC, or any other PRC governmental agency.”
We revised the disclosure on the cover page, pages 16 and 43 of the Amended Registration Statement with additional information.
Dilution, page 62
3. Please revise your net tangible book value calculation to exclude deferred offering costs.
Response: In response to the Staff’s comments, we revised the disclosure on page 62 of the Amended Registration Statement.
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.
Response: In response to the Staff’s comments, we revised the disclosure on page 98 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, Arila Zhou, Esq., of Robinson & Cole LLP, at (212) 451-2908.
[Signature Page Follows]
Very truly yours,
By:
/s/ Tim Hoi Ching
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CORRESP
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Raytech Holding Ltd
November 17, 2023
VIA EMAIL
Division of Corporation Finance
Office of Manufacturing
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549-6010
Re:
Raytech Holding Ltd
Registration Statement on Form F-1
Filed October 27, 2023
File No. 333-275197
Ladies and Gentlemen:
This letter is in response
to the letter dated November 7, 2023 from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
addressed to Raytech Holding Ltd (the “Company,” “we,” and “our”). For ease of reference, we have
recited the Commission’s comments in this response and numbered them accordingly. The amendment to the Registration Statement on
Form F-1 (the “Amended Registration Statement”) is being filed to accompany this letter.
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.
Response: In
response to the Staff’s comments, we revised the disclosure on the cover page and page Alt-1 of the Resale Prospectus.
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.
Response:
We respectfully advise the Staff that those manufacturers based in the PRC are not our subsidiaries. We believe the Company is not required
to complete the filing procedures with the CSRC and Han Kun Law Offices, our PRC counsel, has opinioned that, among others, “the
Offering and the listing of the Ordinary Shares on the Nasdaq Capital Market do not require any permission or approval from the CSRC,
the CAC, or any other PRC governmental agency.”
We revised the disclosure
on the cover page, pages 16 and 43 of the Amended Registration Statement with additional information.
Dilution, page 62
3.
Please revise your net tangible book value calculation to exclude deferred offering costs.
Response: In
response to the Staff’s comments, we revised the disclosure on page 62 of the Amended Registration Statement.
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.
Response: In
response to the Staff’s comments, we revised the disclosure on page 98 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, Arila Zhou, Esq., of
Robinson & Cole LLP, at (212) 451-2908.
[Signature Page Follows]
Very truly yours,
By:
/s/ Tim Hoi Ching
Tim Hoi Ching
Chief Executive Officer
cc:
Arila Zhou, Esq.
Robinson & Cole LLP