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Correspondence 0001213900-23-044548 from Able View Global Inc. (ABLV)

Able View Global Inc.
Date: May 31, 2023 · CIK: 0001957489 · Accession: 0001213900-23-044548

AI Filing Summary & Sentiment

File numbers found in text: 333-270675

Referenced dates: January 26, 2023

Date
May 31, 2023
Author
/s/ Jing Tang
Form
CORRESP
Company
Able View Global Inc.

Letter

Division of Corporation Finance Able View Global Inc. Amendment No. 1 to Registration Statement on Form F-4 Filed April 28, 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 May 18, 2023 with respect to the Amendment No.1 to the Registration Statement on Form F-4 (the “F-4/A”) filed with the SEC on April 28, 2023 by Able View Global Inc. (the “Company”). Please note that all references of the page numbers in the responses refer to those of the Amendment No. 2 to the Registration Statement on Form F-4 (the “F-4/A No.2”) filed with the SEC concurrently with the submission of this letter.

For your convenience, each of the responses by the Company to the Staff’s comments is set forth in bold below, following each comment.

Amendment No. 1 to Registration Statement on Form F-4 Filed April 28, 2023

Questions and Answers About the Proposals, page 29

1. We note your response to comment 4. Please explain to us why you believe presenting the “total pro forma equity value post-redemption” measure provides meaningful information to an investor. Please also explain to us why it is reasonable to value Able View Global Inc.’s common stock using the redemption price of HMAC Public Shares.

COMPANY RESPONSE: In response to the Staff’s comment, we deleted the line item of “total pro forma equity value post-redemption” on page 37 to avoid misunderstanding to our investors.

Summary of Financial Information, page 136

2. We note your response to comment 34 from our letter dated January 26, 2023, and we reissue in part. Now that financial data is available for the year ended December 31, 2022, please revise this section to discuss whether and how performance for the fiscal year ended December 31, 2022 has differed compared to estimated results and explain the reason(s) for any differences in performance.

COMPANY RESPONSE: In response to Staff’s comment, the Company has revised the footnote to the “2022” column of the projections table on page 136 of the F-4/A No.2 to illustrate the reasons why the actual operating results for the fiscal year ended December 31, 2022 are lower than the previously projected results based on the management’s estimates.

Index to Consolidated Financial Statements, page F-1

3. We note your response to comment 5. We continue to believe that you should include audited financial statements for Able View Global Inc. pursuant to Item 14(h) of Form F-4 if Able View Global Inc. has been in existence less than a year and has not yet commenced operations, you may instead include an audited balance sheet that is no more than nine months old.

COMPANY RESPONSE: In response to the Staff’s comment, we have included the audited financial statements of Able View Global Inc. as of December 31, 2022 to the F-4/A No. 2.

Able View Inc. Consolidated Statements of Cash Flows, page F-26

4. Please reconcile the amounts reported as change in amount due from related parties, change in amount due to related parties, current, advances to a related party, collections of advances from a related party, borrowings from related parties, and repayment of short-term borrowings to related parties on the statement of cash flows for 2022 to the changes in the related balance sheet line items on page F-23 and the disclosure under Note 11 on page F-42.

COMPANY RESPONSE: In response to the Staff’s comment, the reconciliation is presented in the table below:

December 31,

US$

Amount due from related parties

Balance as of December 31, 2021 408,960 Tied up to F-23

Changes in Amount due from related parties 1,406,704 Tied up to F-26

Advances to a related party 2,610,257 Tied up to F-26&F-43

Collection of advances from a related party (1,698,618 ) Tied up to F-26&F-43

Borrowings from related parties (965,968 ) Note a

Repayment of short-term borrowings to related parties 1,209,595 Note b

Payment of dividends 116,315 Note c

Foreign exchange adjustments (33,794 )

Balance as of December 31, 2022 3,053,451 Tied up to F-23

December 31,

US$

Amount due to related parties

Balance as of December 31, 2021 16,591,738 Tied up to F-23

Changes in amount due to related parties 16,660 Tied up to F-26

Borrowings from related parties (17,333,458 ) Note a

Repayment of short-term borrowings to related parties 13,792,520 Note b

Declaration of dividends (15,189,681 ) Tied up to page 213

Payment of dividends 6,829,839 Note c

Foreign exchange adjustments 745,709

Balance as of December 31, 2022 27,730,149 Tied up to F-23

Amount due to related parties, current 9,380,129 Tied up to F-23

Amount due to related parties, noncurrent 18,350,020 Tied up to F-23

Note:

a. Borrowings from related parties. Total borrowings from related parties amounted to $18,299,426, tied up to “Borrowings from related parties” on page F-26 and page F-43.

b. Repayment of short-term borrowings to related parties. Total borrowings from related parties amounted to $15,002,115, tied up to “Repayment of short-term borrowings to related parties” on page F-26 and page F-43.

c. Payment of dividends. Total payment of dividends amounted to $6,946,154, tied up to “Payments of dividends to shareholders” on page F-26 and page F-43.

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

  May 31, 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.

    Amendment No. 1 to Registration Statement on
    Form F-4

    Filed April 28, 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 May 18, 2023 with respect to the Amendment No.1 to the Registration Statement on Form F-4 (the “F-4/A”) filed
with the SEC on April 28, 2023 by Able View Global Inc. (the “Company”). Please note that all references of the page numbers
in the responses refer to those of the Amendment No. 2 to the Registration Statement on Form F-4 (the “F-4/A No.2”) filed
with the SEC concurrently with the submission of this letter.

For your convenience, each
of the responses by the Company to the Staff’s comments is set forth in bold below, following each comment.

Amendment No. 1 to Registration Statement on Form F-4 Filed April
28, 2023

Questions and Answers About the Proposals, page 29

 1. We note your response to comment 4. Please explain to us why you believe presenting the “total pro
forma equity value post-redemption” measure provides meaningful information to an investor. Please also explain to us why it is
reasonable to value Able View Global Inc.’s common stock using the redemption price of HMAC Public Shares.

COMPANY RESPONSE:
In response to the Staff’s comment, we deleted the line item of “total pro forma equity value post-redemption” on page
37 to avoid misunderstanding to our investors.

Summary of Financial Information, page 136

 2. We note your response to comment 34 from our letter dated January 26, 2023, and we reissue in part. Now
that financial data is available for the year ended December 31, 2022, please revise this section to discuss whether and how performance
for the fiscal year ended December 31, 2022 has differed compared to estimated results and explain the reason(s) for any differences in
performance.

COMPANY RESPONSE: In response to
Staff’s comment, the Company has revised the footnote to the “2022” column of the projections table on page 136 of the
F-4/A No.2 to illustrate the reasons why the actual operating results for the fiscal year ended December 31, 2022 are lower than the previously
projected results based on the management’s estimates.

Index to Consolidated Financial Statements, page F-1

 3. We note your response to comment 5. We continue to believe that you should include audited financial statements
for Able View Global Inc. pursuant to Item 14(h) of Form F-4 if Able View Global Inc. has been in existence less than a year and has not
yet commenced operations, you may instead include an audited balance sheet that is no more than nine months old.

COMPANY RESPONSE: In
response to the Staff’s comment, we have included the audited financial statements of Able View Global Inc. as of December 31, 2022
to the F-4/A No. 2.

Able View Inc. Consolidated Statements of Cash Flows, page F-26

 4. Please reconcile the amounts reported as change in amount due from related parties, change in amount due
to related parties, current, advances to a related party, collections of advances from a related party, borrowings from related parties,
and repayment of short-term borrowings to related parties on the statement of cash flows for 2022 to the changes in the related balance
sheet line items on page F-23 and the disclosure under Note 11 on page F-42.

COMPANY RESPONSE: In response to
the Staff’s comment, the reconciliation is presented in the table below:

    December 31,
 2022

    US$

    Amount due from related parties

    Balance as of December 31, 2021
      408,960
    Tied up to F-23

    Changes in Amount due from related parties
      1,406,704
    Tied up to F-26

    Advances to a related party
      2,610,257
    Tied up to F-26&F-43

    Collection of advances from a related party
      (1,698,618 )
    Tied up to F-26&F-43

    Borrowings from related parties
      (965,968 )
    Note a

    Repayment of short-term borrowings to related parties
      1,209,595
    Note b

    Payment of dividends
      116,315
    Note c

    Foreign exchange adjustments
      (33,794 )

    Balance as of December 31, 2022
      3,053,451
    Tied up to F-23

    December 31,
 2022

    US$

    Amount due to related parties

    Balance as of December 31, 2021
      16,591,738
    Tied up to F-23

    Changes in amount due to related parties
      16,660
    Tied up to F-26

    Borrowings from related parties
      (17,333,458 )
    Note a

    Repayment of short-term borrowings to related parties
      13,792,520
    Note b

    Declaration of dividends
      (15,189,681 )
    Tied up to page 213

    Payment of dividends
      6,829,839
    Note c

    Foreign exchange adjustments
      745,709

    Balance as of December 31, 2022
      27,730,149
    Tied up to F-23

    Amount due to related parties, current
      9,380,129
    Tied up to F-23

    Amount due to related parties, noncurrent
      18,350,020
    Tied up to F-23

    2

Note:

 a. Borrowings from related parties. Total borrowings from related parties amounted to $18,299,426,
tied up to “Borrowings from related parties” on page F-26 and page F-43.

 b. Repayment of short-term borrowings to related parties. Total borrowings from related parties amounted
to $15,002,115, tied up to “Repayment of short-term borrowings to related parties” on page F-26 and page F-43.

 c. Payment of dividends. Total payment of dividends amounted to $6,946,154, tied up to “Payments
of dividends to shareholders” on page F-26 and page F-43.

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

3