SEC Comment Letter 0000000000-24-003170 to Reitar Logtech Holdings Ltd (RITR) (CIK 0001951229) (RITR)
Reitar Logtech Holdings Ltd (RITR) (CIK 0001951229)
Date: March 22, 2024 · CIK: 0001951229 · Accession: 0000000000-24-003170
AI Filing Summary & Sentiment
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United States securities and exchange commission logo March 22, 2024 Kin Chung Chan Chairman and Chief Executive Officer Reitar Logtech Holdings Ltd c/o Unit 801, 8th Floor, Tower 2, The Quayside, 77 Hoi Bun Road Kwun Tong, Kowloon, Hong Kong Re:Reitar Logtech Holdings Ltd Amendment No. 7 to Draft Registration Statement on Form F-1 Submitted March 13, 2024 CIK No. 0001951229 Dear Kin Chung Chan: We have reviewed your amended draft registration statement and have the following comments. Please respond to this letter by providing the requested information and either submitting an amended draft registration statement or publicly filing your registration statement on EDGAR. 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 the information you provide in response to this letter and your amended draft registration statement or filed registration statement, we may have additional comments. Unless we note otherwise, any references to prior comments are to comments in our March 6, 2024 letter. Amendment No. 7 to Draft Registration Statement on Form F-1 Notes to the Consolidated Financial Statements 20. Taxes Hong Kong, page F-31 1.We note your response to prior comment 1 and your revisions to your filing. Please revise to also disclose the amounts and expiration dates of tax loss carryforwards for tax purposes. This comment also applies to page F-91 of the Reitar Capital Partners Limited financial statements and related tax loss carryforward amounts. We refer you to ASC 740- 10-50-3.
FirstName LastNameKin Chung Chan Comapany NameReitar Logtech Holdings Ltd March 22, 2024 Page 2 FirstName LastName Kin Chung Chan Reitar Logtech Holdings Ltd March 22, 2024 Page 2 2.We note your response to prior comment 1 and your revisions to your filing. It appears the amounts in the table at the bottom of page F-31 relate to current period activity. In addition to the net change in valuation allowance for each year, please further revise your filing to disclose the gross deferred tax assets and gross valuation allowance at March 31, 2023, 2022, and 2021. Please refer to ASC 740-10-50-2. This comment applies to all sets of financial statements provided in your filing. Please contact Frank Knapp at 202-551-3805 or Jennifer Monick at 202-551-3295 if you have questions regarding comments on the financial statements and related matters. Please contact Ruairi Regan at 202-551-3269 or Maryse Mills-Apenteng at 202-551-3457 with any other questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction cc: William Ho, Esq.
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United States securities and exchange commission logo
March 22, 2024
Kin Chung Chan
Chairman and Chief Executive Officer
Reitar Logtech Holdings Ltd
c/o Unit 801, 8th Floor, Tower 2, The Quayside, 77 Hoi Bun Road
Kwun Tong, Kowloon, Hong Kong
Re:Reitar Logtech Holdings Ltd
Amendment No. 7 to Draft Registration Statement on Form F-1
Submitted March 13, 2024
CIK No. 0001951229
Dear Kin Chung Chan:
We have reviewed your amended draft registration statement and have the following
comments.
Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. 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 the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, any references to prior comments are to comments in our
March 6, 2024 letter.
Amendment No. 7 to Draft Registration Statement on Form F-1
Notes to the Consolidated Financial Statements
20. Taxes
Hong Kong, page F-31
1.We note your response to prior comment 1 and your revisions to your filing. Please revise
to also disclose the amounts and expiration dates of tax loss carryforwards for tax
purposes. This comment also applies to page F-91 of the Reitar Capital Partners Limited
financial statements and related tax loss carryforward amounts. We refer you to ASC 740-
10-50-3.
FirstName LastNameKin Chung Chan
Comapany NameReitar Logtech Holdings Ltd
March 22, 2024 Page 2
FirstName LastName
Kin Chung Chan
Reitar Logtech Holdings Ltd
March 22, 2024
Page 2
2.We note your response to prior comment 1 and your revisions to your filing. It appears the
amounts in the table at the bottom of page F-31 relate to current period activity. In
addition to the net change in valuation allowance for each year, please further revise your
filing to disclose the gross deferred tax assets and gross valuation allowance at March 31,
2023, 2022, and 2021. Please refer to ASC 740-10-50-2. This comment applies to all sets
of financial statements provided in your filing.
Please contact Frank Knapp at 202-551-3805 or Jennifer Monick at 202-551-3295 if you
have questions regarding comments on the financial statements and related matters. Please
contact Ruairi Regan at 202-551-3269 or Maryse Mills-Apenteng at 202-551-3457 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc: William Ho, Esq.