Correspondence 0001829126-23-003186 from Protopia Global Holdings Inc. (CIK 0001959585)
Protopia Global Holdings Inc. (CIK 0001959585)
Date: May 9, 2023 · CIK: 0001959585 · Accession: 0001829126-23-003186
AI Filing Summary & Sentiment
File numbers found in text: 333-269343
Referenced dates: May 8, 2023
Letter
Mark Crone
Managing Partner
mcrone@cronelawgroup.com
Eleanor Osmanoff
Partner
eosmanofflaw@cronelawgroup.com
VIA EDGAR
May 9, 2023
THE UNITED STATES SECURITIES
AND EXCHANGE COMMISSION
Office of Trade & Services
Division of Corporation Finance
Washington, D.C. 20549
Attn: Alyssa Wall
Re: Protopia Global Holdings Inc.
Amendment No. 2 to Registration Statement on Form S-1
Filed April 27, 2023
File No. 333-269343
Ms. Wall:
On behalf of our client, Protopia Global Holdings Inc. (the “Company”), we are responding to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in the letter dated May 8, 2023 (the “Comment Letter”), relating to the above referenced Amendment No. 2 to Registration Statement on Form S-1. Concurrently with the submission of this letter, the Company is filing Amendment No. 3 to the Registration Statement on Form S-1 (“Amendment No. 3”).
Set forth below are the Company’s responses to the Staff’s comments. The Staff’s comments are repeated below in bold and are followed by the Company’s responses. Page references in the text of this response letter correspond to the page numbers of the Registration Statement.
Amendment No. 2 to Registration Statement on Form S-1
PRC Regulations Relating to Foreign Exchange, page 61
1. Where you discuss “Regulations Relating to Overseas Listings,” please revise to disclose whether you believe that the Trial Measures are applicable to you and, if not, why not. Make similar revisions to your prospectus cover page.
Response: In response to this comment, the Company revised statements in Amendment No. 3 related to “Regulations Relating to Overseas Listings” disclosing that the Company believes that Trial Measures are not applicable to the Company that currently is not located in China and has no business operations in China. The Company also added these disclosures on the cover page of Amendment No. 3.
General
2. We note the PRC counsel provided in response to comment 4. The consent provided is to the inclusion of counsel’s name and other references thereto in a Registration Statement on Form F-1. The current filing is a Registration Statement on Form S-1. Please amend to address the discrepancy.
Response: The Company’s PRC counsel provided a new consent addressing this discrepancy. A new consent is filed as exhibit 23.2.
Please feel free to contact me should you require additional information at (917) 679-5931 or eosmanoff@cronelawgroup.com.
THE CRONE LAW GROUP, P.C.
By: /s/ Eleanor Osmanoff, Esq
Eleanor Osmanoff
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CORRESP
1
filename1.htm
Mark
Crone
Managing Partner
mcrone@cronelawgroup.com
Eleanor
Osmanoff
Partner
eosmanofflaw@cronelawgroup.com
VIA
EDGAR
May
9, 2023
THE
UNITED STATES SECURITIES
AND EXCHANGE COMMISSION
Office of Trade & Services
Division of Corporation Finance
Washington, D.C. 20549
Attn:
Alyssa Wall
Re:
Protopia
Global Holdings Inc.
Amendment No. 2 to Registration Statement on Form S-1
Filed April 27, 2023
File No. 333-269343
Ms.
Wall:
On
behalf of our client, Protopia Global Holdings Inc. (the “Company”), we are responding to the comments of the staff
(the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in the letter
dated May 8, 2023 (the “Comment Letter”), relating to the above referenced Amendment No. 2 to Registration Statement on Form
S-1. Concurrently with the submission of this letter, the Company is filing Amendment No. 3 to the Registration Statement on Form S-1
(“Amendment No. 3”).
Set
forth below are the Company’s responses to the Staff’s comments. The Staff’s comments are repeated below in bold and
are followed by the Company’s responses. Page references in the text of this response letter correspond to the page numbers of
the Registration Statement.
Amendment
No. 2 to Registration Statement on Form S-1
PRC
Regulations Relating to Foreign Exchange, page 61
1.
Where you discuss “Regulations Relating to Overseas Listings,” please revise to disclose whether you believe that the Trial
Measures are applicable to you and, if not, why not. Make similar revisions to your prospectus cover page.
Response:
In response to this comment, the Company revised statements in Amendment No. 3 related to “Regulations
Relating to Overseas Listings” disclosing that the Company believes that Trial Measures are not applicable to the Company that
currently is not located in China and has no business operations in China. The Company also added these disclosures on the cover page
of Amendment No. 3.
General
2.
We note the PRC counsel provided in response to comment 4. The consent provided is to the inclusion of counsel’s name and other
references thereto in a Registration Statement on Form F-1. The current filing is a Registration Statement on Form S-1. Please amend
to address the discrepancy.
Response:
The Company’s PRC counsel provided a new consent addressing this discrepancy. A new consent
is filed as exhibit 23.2.
Please
feel free to contact me should you require additional information at (917) 679-5931 or eosmanoff@cronelawgroup.com.
THE
CRONE LAW GROUP, P.C.
By:
/s/
Eleanor Osmanoff, Esq
Eleanor
Osmanoff