SEC Comment Letter 0000000000-24-003433 to DirectBooking Technology Co., Ltd. (ZDAI)
DirectBooking Technology Co., Ltd.
Date: April 1, 2024 · CIK: 0001966678 · Accession: 0000000000-24-003433
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-277692
Letter
United States securities and exchange commission logo March 29, 2024 Hui Chun Kit Chief Executive Officer Primega Group Holdings Ltd Room 2912, 29/F., New Tech Plaza 34 Tai Yau Street San Po Kong Kowloon, Hong Kong Re:Primega Group Holdings Ltd Registration Statement on Form F-1 Filed March 6, 2024 File No. 333-277692 Dear Hui Chun Kit: We have reviewed your registration statement and have the following comment. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our 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. Registration Statement on Form F-1 General 1.Given the size of the offering relative to the number of common shares outstanding and held by non-affiliates, please provide us with a detailed legal and factual analysis explaining your basis for determining that this secondary offering is eligible to be made under Rule 415(a)(1)(i) and why it should not be treated as a primary offering. In responding, please consider the guidance set forth in Question 612.09 of our Securities Act Rules Compliance and Disclosure Interpretations. 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.
FirstName LastNameHui Chun Kit Comapany NamePrimega Group Holdings Ltd March 29, 2024 Page 2 FirstName LastName Hui Chun Kit Primega Group Holdings Ltd March 29, 2024 Page 2 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 Babette Cooper at 202-551-3396 or Wilson Lee at 202-551-3468 if you have questions regarding comments on the financial statements and related matters. Please contact Ruairi Regan at 202-551-3269 or David Link at 202-551-3356 with any other questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction cc: Ying Li, Esq.
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United States securities and exchange commission logo
March 29, 2024
Hui Chun Kit
Chief Executive Officer
Primega Group Holdings Ltd
Room 2912, 29/F., New Tech Plaza
34 Tai Yau Street
San Po Kong
Kowloon, Hong Kong
Re:Primega Group Holdings Ltd
Registration Statement on Form F-1
Filed March 6, 2024
File No. 333-277692
Dear Hui Chun Kit:
We have reviewed your registration statement and have the following comment.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe our 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.
Registration Statement on Form F-1
General
1.Given the size of the offering relative to the number of common shares outstanding and
held by non-affiliates, please provide us with a detailed legal and factual analysis
explaining your basis for determining that this secondary offering is eligible to be made
under Rule 415(a)(1)(i) and why it should not be treated as a primary offering. In
responding, please consider the guidance set forth in Question 612.09 of our Securities
Act Rules Compliance and Disclosure Interpretations.
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.
FirstName LastNameHui Chun Kit
Comapany NamePrimega Group Holdings Ltd
March 29, 2024 Page 2
FirstName LastName
Hui Chun Kit
Primega Group Holdings Ltd
March 29, 2024
Page 2
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 Babette Cooper at 202-551-3396 or Wilson Lee at 202-551-3468 if you
have questions regarding comments on the financial statements and related matters. Please
contact Ruairi Regan at 202-551-3269 or David Link at 202-551-3356 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc: Ying Li, Esq.