Correspondence 0001213900-23-033950 from Able View Global Inc. (ABLV)
Able View Global Inc.
Date: April 28, 2023 · CIK: 0001957489 · Accession: 0001213900-23-033950
AI Filing Summary & Sentiment
File numbers found in text: 333-270675
Referenced dates: January 26, 2023
Letter
Division of Corporation Finance Able View Global Inc. Registration Statement on Form F-4 Filed March 17, 2023 File No. 333-270675
Dear Mr. Nalbantian and Ms. Ransom:
We have set forth below responses to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”) contained in its letter of March 28, 2023 with respect to the Registration Statement on Form F-4 (the “F-4”) filed with the SEC on March 17, 2023 by Able View Global Inc. (the “Company”). For your convenience, the text of the Staff’s comments is set forth below followed in each case by the Company’s response. Please note that all references of the page numbers in the responses refer to those of the Amendment No. 1 to the Registration Statement on Form F-4 (the “F-4/A”) filed with the SEC concurrently with the submission of this letter.
Each of the responses by the Company to the Staff’s comments is set forth in bold below, following each comment.
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.
Response: In response to the Staff’s comment, the Company has revised the disclosure on the cover page and on page 17 of the F-4/A to address China’s Enterprise Income Tax Law. The Company has also clarified the anti-monopoly concern in Hong Kong on the cover page and page 87 of the F-4/A.
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.
Response: In response to the Staff’s comment, the Company has relied upon an opinion of its PRC counsel to reach the conclusions that the Company does not need any additional permissions and approvals from the CAC, the Company has also revised pages 15 and 67 of the F-4/A accordingly to indicate such reliance.
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.
Response: In response to the Staff’s comment, the Company respectfully pointed out that the Cybersecurity Review Office has completed the review of the application documents submitted by the Company and advised the Company on April 19, 2023, that, since the Company is not a network platform operator with the personal information data of more than one million users, the Company is not subject to any cybersecurity review for the listing of the securities overseas and may withdraw the application of cybersecurity review. The Company has revised its disclosure accordingly on pages 15 and 67 of the F-4/A.
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.
Response: In response to the Staff’s comment, the Company retitled the “Total Pro forma Equity Value” to “Total Pro Forma Equity Value Post-Redemption” on page 38 of the F-4/A, to reflect the total pro forma equity value post-redemption assuming the closing will occur no later than May 14, 2023. The calculation is based on the total fully diluted shares outstanding multiplied by $10.38 per share, which is redemption price per share (including estimated interest income) assuming that the Closing will occur no later than May 14, 2023.
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.
Response: In response to the Staff’s comment, the Company respectfully pointed out that prior to the business combination, Able View Global Inc. (“Pubco”) is a wholly-owned subsidiary of Able View Inc., and Pubco is a holding company without any operation or financials. Therefore, Pubco has been consolidated in the audited financial statements of Able View Inc. In addition, immediately after the business combination, Pubco will own 100% of Able View Inc. Therefore, the audited financial statements of Able View Inc. correctly reflect the financials of Able View Global Inc. after business combination. The Company has updated audited financial statements of Able View Inc. for the fiscal year ended December 31, 2022 in the F-4/A.
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.
Response: In response to the Staff’s comment, the Company has added audited financial statements of Hainan Manaslu Acquisition Corp. for the year ended December 31, 2022 into the F-4/A.
Should you have any questions relating to the foregoing or wish to discuss any aspect of the Company’s filing, please call or email our legal counsel, Elizabeth F. Chen at (212) 326-0199, echen@pryorcashman.com. Thank you for your time and attention to this filing.
Sincerely,
/s/ Jing Tang
Show Raw Text
CORRESP
1
filename1.htm
Able View Global Inc.
Room 1802, Shanghai International Building
511 Weihai Road, Jing’an District
Shanghai, China
April 28, 2023
Nicholas Nalbantian/Mara Ransom
Division of Corporation Finance
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re:
Able View Global Inc.
Registration Statement on Form F-4
Filed March 17, 2023
File No. 333-270675
Dear Mr. Nalbantian and Ms. Ransom:
We have set forth below responses
to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”) contained in
its letter of March 28, 2023 with respect to the Registration Statement on Form F-4 (the “F-4”) filed with the SEC on March
17, 2023 by Able View Global Inc. (the “Company”). For your convenience, the text of the Staff’s comments is set forth
below followed in each case by the Company’s response. Please note that all references of the page numbers in the responses refer
to those of the Amendment No. 1 to the Registration Statement on Form F-4 (the “F-4/A”) filed with the SEC concurrently with
the submission of this letter.
Each of the responses by the
Company to the Staff’s comments is set forth in bold below, following each comment.
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.
Response: In response to the
Staff’s comment, the Company has revised the disclosure on the cover page and on page 17 of the F-4/A to address China’s Enterprise
Income Tax Law. The Company has also clarified the anti-monopoly concern in Hong Kong on the cover page and page 87 of the F-4/A.
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.
Response: In response to the
Staff’s comment, the Company has relied upon an opinion of its PRC counsel to reach the conclusions that the Company does not need
any additional permissions and approvals from the CAC, the Company has also revised pages 15 and 67 of the F-4/A accordingly to indicate
such reliance.
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.
Response:
In response to the Staff’s comment, the Company respectfully pointed out that the Cybersecurity Review Office has completed
the review of the application documents submitted by the Company and advised the Company on April 19, 2023, that, since
the Company is not a network platform operator with the personal information data of more than one million users, the Company is not subject
to any cybersecurity review for the listing of the securities overseas and may withdraw the application of cybersecurity review. The Company
has revised its disclosure accordingly on pages 15 and 67 of the F-4/A.
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.
Response: In response to
the Staff’s comment, the Company retitled the “Total Pro forma Equity Value” to “Total Pro Forma Equity
Value Post-Redemption” on page 38 of the F-4/A, to reflect the total pro forma equity value post-redemption assuming the
closing will occur no later than May 14, 2023. The calculation is based on the total fully diluted shares outstanding multiplied by
$10.38 per share, which is redemption price per share (including estimated interest income) assuming that the Closing will occur no
later than May 14, 2023.
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.
Response: In response to the
Staff’s comment, the Company respectfully pointed out that prior to the business combination, Able View Global Inc. (“Pubco”)
is a wholly-owned subsidiary of Able View Inc., and Pubco is a holding company without any operation or financials. Therefore, Pubco has
been consolidated in the audited financial statements of Able View Inc. In addition, immediately after the business combination, Pubco
will own 100% of Able View Inc. Therefore, the audited financial statements of Able View Inc. correctly reflect the financials of Able
View Global Inc. after business combination. The Company has updated audited financial statements of Able View Inc. for the fiscal year
ended December 31, 2022 in the F-4/A.
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.
Response: In response to
the Staff’s comment, the Company has added audited financial statements of Hainan Manaslu Acquisition Corp. for the
year ended December 31, 2022 into the F-4/A.
Should you have any questions
relating to the foregoing or wish to discuss any aspect of the Company’s filing, please call or email our legal counsel, Elizabeth
F. Chen at (212) 326-0199, echen@pryorcashman.com. Thank you for your time and attention to this filing.
Sincerely,
/s/ Jing Tang
Jing Tang
Chief Financial Officer
cc: Elizabeth F. Chen