SEC Comment Letter 0000000000-23-003081 to Able View Global Inc. (ABLV)
Able View Global Inc.
Date: March 28, 2023 · CIK: 0001957489 · Accession: 0000000000-23-003081
AI Filing Summary & Sentiment
File numbers found in text: 333-270675
Referenced dates: January 26, 2023
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United States securities and exchange commission logo
March 28, 2023
Jing Tang
Chief Financial Officer
Able View Global Inc.
Room 1803, Shanghai International Building
511 Weihai Road, Jing’an District
Shanghai
China
Re:Able View Global Inc.
Registration Statement on Form F-4
Filed March 17, 2023
File No. 333-270675
Dear Jing Tang:
We have reviewed your 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 amending your registration statement and providing the
requested information. 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 any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form F-4 Filed March 17, 2023
Cover Page
1.We note your response to comment 1 and reissue in part. We acknowledge the addition to
the cover page of Hong Kong specific regulations addressing cybersecurity and data
protection. However, please also address, either here or in the rest of the registration
statement, the impact of Hong Kong anti-monopoly regulations and China's Enterprise
Tax. As one example only, we note that on page 67 you reference the risk of potential
anti-monopoly regulatory actions in Hong Kong with a cross-reference to the risk factor
on page 85, but that risk factor contains no anti-monopoly disclosure.
FirstName LastNameJing Tang
Comapany NameAble View Global Inc.
March 28, 2023 Page 2
FirstName LastNameJing Tang
Able View Global Inc.
March 28, 2023
Page 2
CSRC Filing Requirements and Security Review Measures Associated with Listing Outside of
PRC
Cyber Security Review, page 15
2.We note your response to comment 2 and reissue in part. We note that you do not appear
to have relied upon an opinion of counsel with respect to your conclusions that you do not
need any additional permissions and approvals from the CAC. If true, state as much and
explain why such an opinion was not obtained.
3.We note your response to comment 24 from our letter dated January 26, 2023. We note
that out of prudence you filed required documents with the Cybersecurity Review Office
on January 28, 2023. Please elaborate upon this disclosure to explain the status of your
application and next steps.
Questions and Answers About the Proposals, page 29
4.We note your response to comment 7 and disclosure revisions on page 38. The total pro
forma equity value measure does not appear to be a pro forma measure as contemplated in
Article 11 of Regulation S-X. Please retitle it to clearly indicate what it represents.
Index to Consolidated Financial Statements, page F-1
5.Please include audited financial statements for the registrant, Able View Global Inc. If
they have been in existence less than a year and have not yet commenced operations, you
may instead include an audited balance sheet that is no more than nine months old. Refer
to Item 14 of Form F-4 and Item 8.A of Form 20-F.
Hainan Manaslu Acquisition Corp. Audited Financial Statements, page F-22
6.Please provide audited financial statements for the year ended December 31, 2022. Refer
to Rule 8-08(b) of Regulation S-X.
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.
FirstName LastNameJing Tang
Comapany NameAble View Global Inc.
March 28, 2023 Page 3
FirstName LastName
Jing Tang
Able View Global Inc.
March 28, 2023
Page 3
You may contact Suying Li at 202-551-3335 or Rufus Decker at 202-551-3769 if you
have questions regarding comments on the financial statements and related matters. Please
contact Nicholas Nalbantian at 202-551-7470 or Mara Ransom at 202-551-3264 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc: Elizabeth Chen