SEC Comment Letter 0000000000-25-006397 to DirectBooking Technology Co., Ltd. (ZDAI)
DirectBooking Technology Co., Ltd.
Date: June 18, 2025 · CIK: 0001966678 · Accession: 0000000000-25-006397
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-287735
Letter
June 18, 2025 Man Siu Ming 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 June 13, 2025 File No. 333-287735 Dear Man Siu Ming: We have conducted a limited review of 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 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. 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. In your response please clarify why the company has elected to register the resales by these selling shareholders and why such resales are being registered at this time.
June 18, 2025 Page 2 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. 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 Ruairi Regan at 202-551-3269 or Jeffrey Gabor at 202-551-2544 with any other questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction cc:Kevin Dong, Esq.
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June 18, 2025
Man Siu Ming
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 June 13, 2025
File No. 333-287735
Dear Man Siu Ming:
We have conducted a limited review of 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 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.
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. In your response
please clarify why the company has elected to register the resales by these selling
shareholders and why such resales are being registered at this time.
June 18, 2025
Page 2
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.
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 Ruairi Regan at 202-551-3269 or Jeffrey Gabor at 202-551-2544 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Kevin Dong, Esq.