SEC Comment Letter 0000000000-23-006473 to Fenbo Holdings Ltd (FEBO)
Fenbo Holdings Ltd
Date: June 15, 2023 · CIK: 0001957001 · Accession: 0000000000-23-006473
AI Filing Summary & Sentiment
Reasoning
Letter
United States securities and exchange commission logo June 15, 2023 Li Siu Lun Allan Chief Executive Officer Fenbo Holdings Ltd Unit J, 19/F, World Tech Centre 95 How Ming Street Kwun Tong, Hong Kong Re:Fenbo Holdings Ltd Amendment No. 3 to Draft Registration Statement on Form F-1 Submitted June 5, 2023 CIK No. 0001957001 Dear Li Siu Lun Allan: We have reviewed your amended draft registration statement and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. 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 our comments apply 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 these comments and your amended draft registration statement or filed registration statement, we may have additional comments. Amendment No. 3 to Draft Registration Statement on Form F-1 Capitalization, page 50 1.We note you have included cash and cash equivalents in your capitalization table. Please revise the table to present such amounts separate from the capitalization and indebtedness total as your "total capitalization" balance currently includes cash and cash equivalents. 2.In a related matter, please revise to remove liabilities other than your debt. While we note your liabilities may represent your contractual obligations, not all are considered indebtedness for purposes of the capitalization table. Capitalization should include the
FirstName LastName Li Siu Lun Allan Comapany NameFenbo Holdings Ltd June 15, 2023 Page 2 FirstName LastName Li Siu Lun Allan Fenbo Holdings Ltd June 15, 2023 Page 2 total amount of a entity's outstanding securities, and indebtedness should comprise total debt, that is, both the current and non-current outstanding amounts. Please revise your presentation accordingly. Financial Statements Report of Independent Registered Public Accounting Firm, page F-2 3.We note that your previous auditor K.R. Margetson Ltd. resigned for personal reasons. However, we also note you refer to Margetson as your auditor on pages II, 9, and 25. Please revise to correct. In addition, revise to include the disclosures required by Item 4.d of Form F-1 and Item 16F of Form 20-F. You may 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 Alex King at 202-551-8631 or Evan Ewing at 202-551-5920 with any other questions. Sincerely, Division of Corporation Finance Office of Manufacturing
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United States securities and exchange commission logo
June 15, 2023
Li Siu Lun Allan
Chief Executive Officer
Fenbo Holdings Ltd
Unit J, 19/F, World Tech Centre
95 How Ming Street
Kwun Tong, Hong Kong
Re:Fenbo Holdings Ltd
Amendment No. 3 to
Draft Registration Statement on Form F-1
Submitted June 5, 2023
CIK No. 0001957001
Dear Li Siu Lun Allan:
We have reviewed your amended draft registration statement and have the following
comments. In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
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 our comments apply 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 these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 3 to Draft Registration Statement on Form F-1
Capitalization, page 50
1.We note you have included cash and cash equivalents in your capitalization table. Please
revise the table to present such amounts separate from the capitalization and indebtedness
total as your "total capitalization" balance currently includes cash and cash equivalents.
2.In a related matter, please revise to remove liabilities other than your debt. While we note
your liabilities may represent your contractual obligations, not all are considered
indebtedness for purposes of the capitalization table. Capitalization should include the
FirstName LastName Li Siu Lun Allan
Comapany NameFenbo Holdings Ltd
June 15, 2023 Page 2
FirstName LastName
Li Siu Lun Allan
Fenbo Holdings Ltd
June 15, 2023
Page 2
total amount of a entity's outstanding securities, and indebtedness should comprise total
debt, that is, both the current and non-current outstanding amounts. Please revise your
presentation accordingly.
Financial Statements
Report of Independent Registered Public Accounting Firm, page F-2
3.We note that your previous auditor K.R. Margetson Ltd. resigned for personal reasons.
However, we also note you refer to Margetson as your auditor on pages II, 9, and 25.
Please revise to correct. In addition, revise to include the disclosures required by Item 4.d
of Form F-1 and Item 16F of Form 20-F.
You may 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 Alex King at 202-551-8631 or Evan Ewing at 202-551-5920 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing