SEC Comment Letter 0000000000-23-014140 to ORIENTAL RISE HOLDINGS Ltd (ORIS)
ORIENTAL RISE HOLDINGS Ltd
Date: Dec. 27, 2023 · CIK: 0001964664 · Accession: 0000000000-23-014140
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-274976
Letter
United States securities and exchange commission logo December 27, 2023 Dezhi Liu Chief Executive Officer Oriental Rise Holdings Limited No. 48 Xianyu Road Shuangcheng Town, Zherong County Ningde City, Fujian Province People’s Republic of China Re:Oriental Rise Holdings Limited Amendment No. 2 to Registration Statement on Form F-1 Filed December 14, 2023 File No. 333-274976 Dear Dezhi Liu: We have reviewed your amended registration statement and have the following comment(s). Please respond to this letter by amending your registration statement and providing the requested information. 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 any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments. Unless we note otherwise, any references to prior comments are to comments in our December 1, 2023 letter. Amendment No. 2 to Registration Statement on Form F-1 filed December 14, 2023 Cover Page 1.We note that the cover page states: "Up to 1,000,000 Ordinary Shares may be offered for resale or otherwise disposed of by each shareholder named in this prospectus (the "Selling Shareholders")." Please revise to clarify this is a separate prospectus. General 2.We note your revised disclosure in response to previous comment 6 and reissue the comment. Please restore your disclosures to the disclosures as they existed in the registration statement as of July 7, 2023.
FirstName LastNameDezhi Liu Comapany NameOriental Rise Holdings Limited December 27, 2023 Page 2 FirstName LastName Dezhi Liu Oriental Rise Holdings Limited December 27, 2023 Page 2 3.We note the Selling Shareholders section was removed from the Public Offering Prospectus, please revise to reinstate this section in the Public Offering Prospectus so that investors in the public offering have this information as well. Resale Prospectus Cover Page, page Alt-i 4.We note that you have included separate pages for the resale prospectus. Please revise the cover page of the resale prospectus to include the information from the cover page of the public offering prospectus, including the disclosure related to your organizational structure, risks related to operations in China and Hong Kong, how you will refer to the holding company and subsidiaries and how cash is transferred in your organization.
Please contact Julie Sherman at 202-551-3640 or Terence O'Brien at 202-551-3355 if you have questions regarding comments on the financial statements and related matters. Please contact Conlon Danberg at 202-551-4466 or Margaret Sawicki at 202-551-7153 with any other questions. Sincerely, Division of Corporation Finance Office of Industrial Applications and Services cc: Joe Laxague, Esq.
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United States securities and exchange commission logo
December 27, 2023
Dezhi Liu
Chief Executive Officer
Oriental Rise Holdings Limited
No. 48 Xianyu Road
Shuangcheng Town, Zherong County
Ningde City, Fujian Province
People’s Republic of China
Re:Oriental Rise Holdings Limited
Amendment No. 2 to Registration Statement on Form F-1
Filed December 14, 2023
File No. 333-274976
Dear Dezhi Liu:
We have reviewed your amended registration statement and have the following
comment(s).
Please respond to this letter by amending your registration statement and providing the
requested information. 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 any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our December 1, 2023 letter.
Amendment No. 2 to Registration Statement on Form F-1 filed December 14, 2023
Cover Page
1.We note that the cover page states: "Up to 1,000,000 Ordinary Shares may be offered for
resale or otherwise disposed of by each shareholder named in this prospectus (the "Selling
Shareholders")." Please revise to clarify this is a separate prospectus.
General
2.We note your revised disclosure in response to previous comment 6 and reissue the
comment. Please restore your disclosures to the disclosures as they existed in the
registration statement as of July 7, 2023.
FirstName LastNameDezhi Liu
Comapany NameOriental Rise Holdings Limited
December 27, 2023 Page 2
FirstName LastName
Dezhi Liu
Oriental Rise Holdings Limited
December 27, 2023
Page 2
3.We note the Selling Shareholders section was removed from the Public Offering
Prospectus, please revise to reinstate this section in the Public Offering Prospectus so that
investors in the public offering have this information as well.
Resale Prospectus Cover Page, page Alt-i
4.We note that you have included separate pages for the resale prospectus. Please revise the
cover page of the resale prospectus to include the information from the cover page of the
public offering prospectus, including the disclosure related to your organizational
structure, risks related to operations in China and Hong Kong, how you will refer to the
holding company and subsidiaries and how cash is transferred in your organization.
Please contact Julie Sherman at 202-551-3640 or Terence O'Brien at 202-551-3355 if you
have questions regarding comments on the financial statements and related matters. Please
contact Conlon Danberg at 202-551-4466 or Margaret Sawicki at 202-551-7153 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc: Joe Laxague, Esq.