SEC Comment Letter 0000000000-24-005897 to DirectBooking Technology Co., Ltd. (ZDAI)
DirectBooking Technology Co., Ltd.
Date: May 21, 2024 · CIK: 0001966678 · Accession: 0000000000-24-005897
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-277692
Letter
United States securities and exchange commission logo May 21, 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 Amendment No. 1 to Registration Statement on Form F-1 Filed April 25, 2024 File No. 333-277692 Dear Hui Chun Kit: We have reviewed your amended 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. Unless we note otherwise, any references to prior comments are to comments in our March 29, 2024 letter. Amended Registration Statement on Form F-1 General 1.We note your response to prior comment 1. It remains unclear why the company has elected to register the resales by these selling shareholders and why such resales are being registered at this time. We note that the selling shareholders using the resale prospectus have no registration rights and otherwise have no material relationship with the company other than as stockholders, and that such resales, conducted at market prices, constitute the majority of the shares being registered for sale pursuant to the registration statement. To help us understand whether these resales are, in fact, being conducted on behalf of the company, please elaborate upon why the company is registering resales on their behalf in conjunction with the company’s own firm commitment offering, why the selling
FirstName LastNameHui Chun Kit Comapany NamePrimega Group Holdings Ltd May 21, 2024 Page 2 FirstName LastName Hui Chun Kit Primega Group Holdings Ltd May 21, 2024 Page 2 shareholders acquired the shares from your controlling shareholder as opposed to acquiring such shares directly from you, and how they came to be aware of the controlling shareholder’s desire to transfer, sell or dispose of their shares, and why the controlling stockholder determined to make the sales at that time. As related to Dusk Moon International Limited and Moss Mist Investment Limited, please also tell us whether Eddid Securities USA, Inc., had any role in, or direct or indirect participation in facilitating the sale of shares. 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
May 21, 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
Amendment No. 1 to Registration Statement on Form F-1
Filed April 25, 2024
File No. 333-277692
Dear Hui Chun Kit:
We have reviewed your amended 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. Unless we note otherwise,
any references to prior comments are to comments in our March 29, 2024 letter.
Amended Registration Statement on Form F-1
General
1.We note your response to prior comment 1. It remains unclear why the company has
elected to register the resales by these selling shareholders and why such resales are being
registered at this time. We note that the selling shareholders using the resale prospectus
have no registration rights and otherwise have no material relationship with the company
other than as stockholders, and that such resales, conducted at market prices, constitute the
majority of the shares being registered for sale pursuant to the registration statement. To
help us understand whether these resales are, in fact, being conducted on behalf of the
company, please elaborate upon why the company is registering resales on their behalf in
conjunction with the company’s own firm commitment offering, why the selling
FirstName LastNameHui Chun Kit
Comapany NamePrimega Group Holdings Ltd
May 21, 2024 Page 2
FirstName LastName
Hui Chun Kit
Primega Group Holdings Ltd
May 21, 2024
Page 2
shareholders acquired the shares from your controlling shareholder as opposed to
acquiring such shares directly from you, and how they came to be aware of the controlling
shareholder’s desire to transfer, sell or dispose of their shares, and why the controlling
stockholder determined to make the sales at that time. As related to Dusk Moon
International Limited and Moss Mist Investment Limited, please also tell us whether
Eddid Securities USA, Inc., had any role in, or direct or indirect participation in
facilitating the sale of shares.
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.