Correspondence 0001213900-24-096874 from Decent Holding Inc. (DXST)
Decent Holding Inc.
Date: Nov. 12, 2024 · CIK: 0001958133 · Accession: 0001213900-24-096874
AI Filing Summary & Sentiment
File numbers found in text: 333-282509
Referenced dates: October 24, 2024, October 24, 2024
Letter
VIA EDGAR Division of Corporation Finance Office of Energy & Transportation Re: Decent Holding Inc. Registration Statement on Form F-1 Filed October 4, 2024 File No. 333-282509 Response to the Staff’s Comments Dated October 24,
Dear Ms. Lam, Mr. Rajan, Mr. Purcell, and Mr. Dougherty:
This letter is in response to the letter dated October 24, 2024 from the staff (the “Staff”) of the U.S. Securities Exchange Commission (“SEC”) addressed to Decent Holding Inc. (the “Company”, “we”, and “our”). An amended registration statement on Form F-1 (the “Amended Form F-1”), which has been revised to reflect the Staff’s comments as well as certain other updates, is being filed to accompany this letter.
For the Staff’s convenience, the Staff’s comment has been stated below in its entirety, with the Company’s response set out immediately underneath such comment. Page references below in the Company’s responses are to the page numbers in the Amended Form F-1. Capitalized terms used but not otherwise defined herein have the meanings set forth in the Amended Form F-1.
Registration Statement on Form F-1
Prospectus Summary
Risk Factors Summary, page 8
1. We note that you revised your “Risk Factors Summary,” and in part removed a risk factor from “Risks Related to Doing Business in the PRC” found on page 37 entitled “[w]e may become subject to a variety of laws and regulations in the PRC regarding privacy, data security, cybersecurity, and data protection...” In light of recent events indicating greater oversight by the Cyberspace Administration of China (CAC) over data security, particularly for companies seeking to list on a foreign exchange, please include this risk factor in your risk factor summary. See Item 105(b) of Regulation S- K.
RESPONSE: We note the Staff’s comment, and in response hereto, respectfully advise the Staff that we have updated our risk factors summary to include the risk factor that “[w]e may become subject to a variety of laws and regulations in the PRC regarding privacy, data security, cybersecurity, and data protection. We may be liable for improper use or appropriation of personal information provided by our customers” on page 10 of the Amended Form F-1.
Risk Factors
Risks Related to Our Business and Industry, page 19
2. For the six months ended April 30, 2024, you disclose within MD&A on page 67 that the revenue from wastewater treatment service witnessed a dramatic decrease to $491,991 from $2,401,638 for the six months ended April 30, 2023, with a reduction of 79.51%, primarily due to the completion of the company’s major customer’s wastewater treatment investment and construction during the last fiscal year, and there was no new demand from the major customer. If your revenues for wastewater treatment services are tied to construction projects, please disclose the risks to your business from this potentially episodic revenue source.
RESPONSE: We note the Staff’s comment, and in response hereto, respectfully advise the Staff that we have added a risk factor “Risk Factors – Risks Related to Our Business and Industry - Our revenues are partly dependent on construction projects, which may lead to fluctuating and unpredictable revenue streams that could adversely affect our financial performance” on pages 9, 25, and 64 of the Amended Form F-1 to disclose the risks to our business from the potentially episodic revenue source from construction projects.
Capitalization, page 56
3. Please revise your capitalization table to reflect the amount of cash as of April 30, 2024 (Actual) and in the pro forma columns giving effects to the sale of 1,500,000 Ordinary Shares at an assumed initial public offering price of $4.25 per share under both scenarios of no allotment and full allotment exercised by your underwriter.
RESPONSE: We note the Staff’s comment, and in response hereto, respectfully advise the Staff that we have revised the capitalization table on page 57 of the Amended Form F-1 to reflect the amount of cash as of April 30, 2024 (Actual) and in the pro forma columns giving effects to the sale of 1,500,000 Ordinary Shares at an assumed initial public offering price of $4.25 per share under both scenarios of no allotment and full allotment exercised by our underwriters.
Dilution, page 57
4. We refer to the table summarizing, on a pro forma basis as of October 31, 2023, the differences between existing shareholders and the new investors with respect to the number of Ordinary Shares to be purchased in the Initial Public Offering. Please clarify why total considerations paid by the new investors is in the amount of $6,000,000 rather than $6,375,000, assuming sale of 1,500,000 Ordinary Shares in this offering at an assumed initial public offering price of $4.25 per share. Revise your disclosures as appropriate.
RESPONSE: We note the Staff’s comment, and in response hereto, respectfully advise the Staff that we have revised the table on page 58 of the Amended Form F-1 to accurately reflect the total considerations paid by the new investors.
Exhibits
5. Please revise your legal opinion in Exhibit 5.1 to include counsel’s opinion on the number of shares to be issued, including the exercise of the overallotment. For example, the first paragraph of your opinion refers to 1,500,000 ordinary shares; however, you have also granted to the underwriters an option to purchase up to 225,000 additional Ordinary Shares.
RESPONSE: We note the Staff’s comment, and in response hereto, respectfully advise the Staff that we have provided a revised legal opinion by Maples and Calder (Hong Kong) LLP, our Cayman counsel, filed hereto as Exhibit 5.1, to include counsel’s opinion on the number of shares to be issued, including the exercise of the overallotment.
We hope this response has addressed all of the Staff’s concerns relating to the comment letter. Should you have additional questions regarding the information contained herein, please contact the Company’s securities counsel William S. Rosenstadt, Esq., Mengyi “Jason” Ye, Esq. or Yarona Yieh, Esq. of Ortoli Rosenstadt LLP at wsr@orllp.legal, jye@orllp.legal or yly@orllp.legal.
Very truly yours,
Decent Holding Inc.
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CORRESP
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filename1.htm
November 12, 2024
VIA EDGAR
Division of Corporation Finance
Office of Energy & Transportation
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, D.C., 20549
Attn:
Joanna Lam
Raj Rajan
Michael Purcell
Kevin Dougherty
Re:
Decent Holding Inc.
Registration Statement on Form F-1 Filed October 4, 2024
File No. 333-282509
Response to the Staff’s Comments Dated October 24,
2024
Dear Ms. Lam, Mr. Rajan, Mr. Purcell, and Mr. Dougherty:
This letter is in response to the letter dated October 24, 2024 from
the staff (the “Staff”) of the U.S. Securities Exchange Commission (“SEC”) addressed to Decent Holding Inc. (the
“Company”, “we”, and “our”). An amended registration statement on Form F-1 (the “Amended Form
F-1”), which has been revised to reflect the Staff’s comments as well as certain other updates, is being filed to accompany
this letter.
For the Staff’s convenience, the Staff’s comment has been
stated below in its entirety, with the Company’s response set out immediately underneath such comment. Page references below in
the Company’s responses are to the page numbers in the Amended Form F-1. Capitalized terms used but not otherwise defined herein
have the meanings set forth in the Amended Form F-1.
Registration Statement on Form F-1
Prospectus Summary
Risk Factors Summary, page 8
1. We
note that you revised your “Risk Factors Summary,” and in part removed a risk factor from “Risks Related to Doing Business
in the PRC” found on page 37 entitled “[w]e may become subject to a variety of laws and regulations in the PRC regarding privacy,
data security, cybersecurity, and data protection...” In light of recent events indicating greater oversight by the Cyberspace Administration
of China (CAC) over data security, particularly for companies seeking to list on a foreign exchange, please include this risk factor
in your risk factor summary. See Item 105(b) of Regulation S- K.
RESPONSE: We note the Staff’s comment, and in response
hereto, respectfully advise the Staff that we have updated our risk factors summary to include the risk factor that “[w]e may become
subject to a variety of laws and regulations in the PRC regarding privacy, data security, cybersecurity, and data protection. We may be
liable for improper use or appropriation of personal information provided by our customers” on page 10 of the Amended Form F-1.
Risk Factors
Risks Related to Our Business and Industry, page 19
2. For
the six months ended April 30, 2024, you disclose within MD&A on page 67 that the revenue from wastewater treatment service witnessed
a dramatic decrease to $491,991 from $2,401,638 for the six months ended April 30, 2023, with a reduction of 79.51%, primarily due to
the completion of the company’s major customer’s wastewater treatment investment and construction during the last fiscal
year, and there was no new demand from the major customer. If your revenues for wastewater treatment services are tied to construction
projects, please disclose the risks to your business from this potentially episodic revenue source.
RESPONSE: We note the Staff’s comment, and in
response hereto, respectfully advise the Staff that we have added a risk factor “Risk Factors – Risks Related to Our
Business and Industry - Our revenues are partly dependent on construction projects, which may lead to fluctuating and unpredictable
revenue streams that could adversely affect our financial performance” on pages 9, 25, and 64 of the Amended Form F-1 to
disclose the risks to our business from the potentially episodic revenue source from construction projects.
Capitalization, page 56
3. Please
revise your capitalization table to reflect the amount of cash as of April 30, 2024 (Actual) and in the pro forma columns giving effects
to the sale of 1,500,000 Ordinary Shares at an assumed initial public offering price of $4.25 per share under both scenarios of no allotment
and full allotment exercised by your underwriter.
RESPONSE: We note the Staff’s comment, and in response
hereto, respectfully advise the Staff that we have revised the capitalization table on page 57 of the Amended Form F-1 to reflect the
amount of cash as of April 30, 2024 (Actual) and in the pro forma columns giving effects to the sale of 1,500,000 Ordinary Shares at an
assumed initial public offering price of $4.25 per share under both scenarios of no allotment and full allotment exercised by our underwriters.
Dilution, page 57
4. We
refer to the table summarizing, on a pro forma basis as of October 31, 2023, the differences between existing shareholders and the new
investors with respect to the number of Ordinary Shares to be purchased in the Initial Public Offering. Please clarify why total considerations
paid by the new investors is in the amount of $6,000,000 rather than $6,375,000, assuming sale of 1,500,000 Ordinary Shares in this offering
at an assumed initial public offering price of $4.25 per share. Revise your disclosures as appropriate.
RESPONSE: We note the Staff’s comment, and in response
hereto, respectfully advise the Staff that we have revised the table on page 58 of the Amended Form F-1 to accurately reflect the total
considerations paid by the new investors.
Exhibits
5.
Please revise your legal opinion in Exhibit 5.1 to include counsel’s opinion on the number of shares to be issued, including the exercise of the overallotment. For example, the first paragraph of your opinion refers to 1,500,000 ordinary shares; however, you have also granted to the underwriters an option to purchase up to 225,000 additional Ordinary Shares.
RESPONSE: We note the Staff’s comment, and in response
hereto, respectfully advise the Staff that we have provided a revised legal opinion by Maples and Calder (Hong Kong) LLP, our Cayman counsel,
filed hereto as Exhibit 5.1, to include counsel’s opinion on the number of shares to be issued, including the exercise of the overallotment.
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We hope this response has addressed all of the Staff’s
concerns relating to the comment letter. Should you have additional questions regarding the information contained herein, please contact
the Company’s securities counsel William S. Rosenstadt, Esq., Mengyi “Jason” Ye, Esq. or Yarona Yieh, Esq. of Ortoli
Rosenstadt LLP at wsr@orllp.legal, jye@orllp.legal or yly@orllp.legal.
Very truly yours,
Decent Holding Inc.
/s/ Haicheng Xu
Name:
Haicheng Xu
Title:
Chief Executive Officer and Director
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