SEC Comment Letter 0000000000-24-000572 to ORIENTAL RISE HOLDINGS Ltd (ORIS)
ORIENTAL RISE HOLDINGS Ltd
Date: Jan. 17, 2024 · CIK: 0001964664 · Accession: 0000000000-24-000572
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File numbers found in text: 333-274976
Letter
United States securities and exchange commission logo January 17, 2024 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. 3 to Registration Statement on Form F-1 Filed January 9, 2024 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 27, 2023 letter. Amendment No. 3 to Registration Statement on Form F-1, filed January 9, 2024 Executive Compensation, page 143 1.Please include executive compensation disclosure for your executive officers for the fiscal year ended December 31, 2023. Please refer to to Item 4.a of Form F-1 and Item 6.B of Form 20-F, which require compensation disclosure for the company's "last full financial year." General 2.We note your revised disclosure in response to prior comment 2 and reissue the comment. It is still unclear to us that there have been changes in the regulatory environment in the PRC since the amendment that was filed on July 7, 2023, warranting revised disclosure to
FirstName LastNameDezhi Liu Comapany NameOriental Rise Holdings Limited January 17, 2024 Page 2 FirstName LastName Dezhi Liu Oriental Rise Holdings Limited January 17, 2024 Page 2 mitigate the challenges you face and related disclosures. Please restore your disclosures to the disclosures as they existed in the registration statement as of July 7, 2023. 3.We note your response to prior comment 4. Please revise the Resale Prospectus cover page to include the China-Based Issuer-related changes you made to the Public Offering Prospectus cover page in this Amendment No. 3 to the F-1. 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
January 17, 2024
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. 3 to Registration Statement on Form F-1
Filed January 9, 2024
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 27, 2023 letter.
Amendment No. 3 to Registration Statement on Form F-1, filed January 9, 2024
Executive Compensation, page 143
1.Please include executive compensation disclosure for your executive officers for the fiscal
year ended December 31, 2023. Please refer to to Item 4.a of Form F-1 and Item 6.B of
Form 20-F, which require compensation disclosure for the company's "last full financial
year."
General
2.We note your revised disclosure in response to prior comment 2 and reissue the comment.
It is still unclear to us that there have been changes in the regulatory environment in the
PRC since the amendment that was filed on July 7, 2023, warranting revised disclosure to
FirstName LastNameDezhi Liu
Comapany NameOriental Rise Holdings Limited
January 17, 2024 Page 2
FirstName LastName
Dezhi Liu
Oriental Rise Holdings Limited
January 17, 2024
Page 2
mitigate the challenges you face and related disclosures. Please restore your disclosures to
the disclosures as they existed in the registration statement as of July 7, 2023.
3.We note your response to prior comment 4. Please revise the Resale Prospectus cover
page to include the China-Based Issuer-related changes you made to the Public Offering
Prospectus cover page in this Amendment No. 3 to the F-1.
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.