SEC Comment Letter 0000000000-25-007591 to Decent Holding Inc. (DXST)
Decent Holding Inc.
Date: July 17, 2025 · CIK: 0001958133 · Accession: 0000000000-25-007591
AI Filing Summary & Sentiment
Letter
July 17, 2025 Haicheng Xu Chief Executive Officer Decent Holding Inc. 4th Floor & 5th Floor North Zone, Dingxin Building No. 106 Aokema Avenue, Laishan District, Yantai Shandong Province People’s Republic of China 264003 Re:Decent Holding Inc. Draft Registration Statement on Form F-1 Submitted July 1, 2025 CIK No. 0001958133 Dear Haicheng Xu: We have conducted a limited review of your draft registration statement and have the following comments. Please respond to this letter by providing any requested information and by publicly filing your registration statement and non-public draft submission on EDGAR. If you do not believe a comment applies 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 this letter and your filed registration statement, we may have additional comments. Draft Registration Statement on Form F-1 submitted July 1, 2025 Description of Our Securities, page 66 1.Please expand the disclosure in this section to provide a complete description of the securities you are offering, including the warrants to purchase the Class A ordinary shares. Similarly, provide corresponding disclosure about risks related to the warrants in the Risk Factors section, and ensure that the Capitalization section adequately explains the impact of the warrants and how they are reflected in the accompanying tabular disclosure.
July 17, 2025 Page 2 Incorporation of Certain Information by Reference, page 73 2.Please revise to provide accurate entries for the filings and items you incorporate by reference. For example, you indicate that the balance sheets and other items are as of December 31 in each year rather than the date on which your fiscal year ends in each case, and you should specify the precise date that is the end of the fiscal year for the Annual Report on Form 20-F filed on March 7, 2025. 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. We also remind you that your registration statement must be on file at least two business days prior to the requested effective date and time. 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. Please contact Timothy S. Levenberg at 202-551-3707 or Daniel Morris at 202-551- 3314 with any questions. Sincerely, Division of Corporation Finance Office of Energy & Transportation cc:Yarona L. Yieh, Esq., of Ortoli Rosenstadt LLP
Show Raw Text
July 17, 2025
Haicheng Xu
Chief Executive Officer
Decent Holding Inc.
4th Floor & 5th Floor North Zone, Dingxin Building
No. 106 Aokema Avenue, Laishan District, Yantai
Shandong Province
People’s Republic of China 264003
Re:Decent Holding Inc.
Draft Registration Statement on Form F-1
Submitted July 1, 2025
CIK No. 0001958133
Dear Haicheng Xu:
We have conducted a limited review of your draft registration statement and have the
following comments.
Please respond to this letter by providing any requested information and by publicly
filing your registration statement and non-public draft submission on EDGAR. If you do not
believe a comment applies 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 this letter and your filed
registration statement, we may have additional comments.
Draft Registration Statement on Form F-1 submitted July 1, 2025
Description of Our Securities, page 66
1.Please expand the disclosure in this section to provide a complete description of the
securities you are offering, including the warrants to purchase the Class A ordinary
shares. Similarly, provide corresponding disclosure about risks related to the warrants
in the Risk Factors section, and ensure that the Capitalization section adequately
explains the impact of the warrants and how they are reflected in the accompanying
tabular disclosure.
July 17, 2025
Page 2
Incorporation of Certain Information by Reference, page 73
2.Please revise to provide accurate entries for the filings and items you incorporate by
reference. For example, you indicate that the balance sheets and other items are as of
December 31 in each year rather than the date on which your fiscal year ends in each
case, and you should specify the precise date that is the end of the fiscal year for the
Annual Report on Form 20-F filed on March 7, 2025.
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.
We also remind you that your registration statement must be on file at least two
business days prior to the requested effective date and time. 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.
Please contact Timothy S. Levenberg at 202-551-3707 or Daniel Morris at 202-551-
3314 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:Yarona L. Yieh, Esq., of Ortoli Rosenstadt LLP