Correspondence 0001193125-23-269188 from Lucas GC Ltd (LGCL)
Lucas GC Ltd
Date: Nov. 2, 2023 · CIK: 0001954694 · Accession: 0001193125-23-269188
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-270107
Referenced dates: December 23, 2022, November 1, 2023
Letter
Via EDGAR Division of Corporate Finance Office of Technology Securities and Exchange Commission Re: Lucas GC Ltd. Amendment No. 4 to Registration Statement on Form F-1 Filed October 27, 2023 File No. 333-270107
Dear Mr. Edgar, Ms. Dietz, Ms. Pierce, and Mr. Crispino:
On behalf of Lucas GC Ltd, a Cayman Islands exempted company (the “Company”), we submit to the staff (the “Staff”) of the Securities and Exchanges Commission (the “Commission”) this letter setting forth the Company’s responses to the comments contained in the Staff’s letter dated November 1, 2023 on the Company’s Amendment No. 4 to Registration Statement on Form F-1 previously filed on October 27, 2023 (the “Registration Statement”).
Concurrently with the submission of this letter, the Company is filing Amendment No. 5 to its registration statement on Form F-1 (the “Revised Registration Statement”) with exhibits via EDGAR to the Commission. The Company expects to launch the initial public offering in early November. Should the Staff have any further comments on the Company’s registration statement, we would be grateful if the Staff could let us know as soon as possible.
The Staff’s comments are repeated below in bold and are followed by the Company’s responses. We have included page references in the Revised Registration Statement where the language addressing a particular comment appears. Capitalized terms used but not otherwise defined herein have the meanings set forth in the Revised Registration Statement.
Amendment No. 4 to Form F-1 filed October 27, 2023
Consolidated Financial Statements
Note 2. Summary of significant accounting policies
(d) Convenience translation, page F-9
1. We note that your convenience translation is based on the rate as of December 31, 2022. Please revise to apply the exchange rate as of the most recent balance sheet date included in the filing, June 30, 2023, or as of the most recent date practicable, if materially different. Refer to Rule 3-20 (b)(1) of Regulation S-X and prior comment 29 of our comment letter dated December 23, 2022.
In response to the Staff’s comments, the Company has revised the disclosure throughout the Revised Registration Statement in accordance with the Staff’s instructions.
Unaudited Condensed Consolidated Financial Statements
Note 14. Subsequent events, page F-53
2. Please revise to disclose the specific date through which you evaluated subsequent events. Refer to ASC 855-10-50-1(a) and to prior comment 37 of our comment letter dated December 23, 2022.
In response to the Staff’s comments, the Company has revised the disclosure on page F-53 in the Revised Registration Statement in accordance with the Staff’s instructions.
Thank you for your assistance in this matter. You may contact the undersigned by phone at (+86) 10 8520 0616 or via e-mail at yang.ge@dlapiper.com.
Very truly yours,
/s/ Yang Ge
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CORRESP 1 filename1.htm CORRESP DLA Piper UK LLP Beijing Representative Office 20th Floor, South Tower, Beijing Kerry Center 1 Guanghua Road, Chaoyang District Beijing 100020, China T +86 10 8520 0600 F +86 10 8520 0700 W www.dlapiper.com November 2, 2023 Via EDGAR Division of Corporate Finance Office of Technology Securities and Exchange Commission Washington, D.C. 20549 Attn: Mr. Dave Edgar Ms. Christine Dietz Ms. Lauren Pierce Mr. Matthew Crispino Re: Lucas GC Ltd. Amendment No. 4 to Registration Statement on Form F-1 Filed October 27, 2023 File No. 333-270107 Dear Mr. Edgar, Ms. Dietz, Ms. Pierce, and Mr. Crispino: On behalf of Lucas GC Ltd, a Cayman Islands exempted company (the “Company”), we submit to the staff (the “Staff”) of the Securities and Exchanges Commission (the “Commission”) this letter setting forth the Company’s responses to the comments contained in the Staff’s letter dated November 1, 2023 on the Company’s Amendment No. 4 to Registration Statement on Form F-1 previously filed on October 27, 2023 (the “Registration Statement”). Concurrently with the submission of this letter, the Company is filing Amendment No. 5 to its registration statement on Form F-1 (the “Revised Registration Statement”) with exhibits via EDGAR to the Commission. The Company expects to launch the initial public offering in early November. Should the Staff have any further comments on the Company’s registration statement, we would be grateful if the Staff could let us know as soon as possible. The Staff’s comments are repeated below in bold and are followed by the Company’s responses. We have included page references in the Revised Registration Statement where the language addressing a particular comment appears. Capitalized terms used but not otherwise defined herein have the meanings set forth in the Revised Registration Statement. Amendment No. 4 to Form F-1 filed October 27, 2023 Consolidated Financial Statements Note 2. Summary of significant accounting policies (d) Convenience translation, page F-9 1. We note that your convenience translation is based on the rate as of December 31, 2022. Please revise to apply the exchange rate as of the most recent balance sheet date included in the filing, June 30, 2023, or as of the most recent date practicable, if materially different. Refer to Rule 3-20 (b)(1) of Regulation S-X and prior comment 29 of our comment letter dated December 23, 2022. In response to the Staff’s comments, the Company has revised the disclosure throughout the Revised Registration Statement in accordance with the Staff’s instructions. Unaudited Condensed Consolidated Financial Statements Note 14. Subsequent events, page F-53 2. Please revise to disclose the specific date through which you evaluated subsequent events. Refer to ASC 855-10-50-1(a) and to prior comment 37 of our comment letter dated December 23, 2022. In response to the Staff’s comments, the Company has revised the disclosure on page F-53 in the Revised Registration Statement in accordance with the Staff’s instructions. Thank you for your assistance in this matter. You may contact the undersigned by phone at (+86) 10 8520 0616 or via e-mail at yang.ge@dlapiper.com. Very truly yours, /s/ Yang Ge Yang Ge