SEC Comment Letter 0000000000-25-007065 to DirectBooking Technology Co., Ltd. (ZDAI)
DirectBooking Technology Co., Ltd.
Date: July 3, 2025 · CIK: 0001966678 · Accession: 0000000000-25-007065
AI Filing Summary & Sentiment
File numbers found in text: 333-287735
Letter
July 3, 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 Registration Statement on Form F-1 Response dated June 25, 2025 File No. 333-287735 Dear Man Siu Ming: We have reviewed your Supplemental Response dated June 25, 2025 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. Unless we note otherwise, any references to prior comments are to comments in our June 18, 2025 letter. Supplemental Response dated June 25, 2025 General 1.We note your response to prior comment 1. Please provide an expanded response to that comment to address clearly the terms of the ten separate SPAs with each of the Purchasers, pursuant to which Mr. Man sold an aggregate of 13,464,000 shares directly to the Purchasers on April 7, 2025. Also, address the last sentence of our prior comment to clarify why the company has elected to register the resales by these selling shareholders and why such resales are being registered at this time.
July 3, 2025 Page 2 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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July 3, 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
Registration Statement on Form F-1
Response dated June 25, 2025
File No. 333-287735
Dear Man Siu Ming:
We have reviewed your Supplemental Response dated June 25, 2025 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. Unless we note
otherwise, any references to prior comments are to comments in our June 18, 2025 letter.
Supplemental Response dated June 25, 2025
General
1.We note your response to prior comment 1. Please provide an expanded response to
that comment to address clearly the terms of the ten separate SPAs with each of the
Purchasers, pursuant to which Mr. Man sold an aggregate of 13,464,000 shares
directly to the Purchasers on April 7, 2025. Also, address the last sentence of our prior
comment to clarify why the company has elected to register the resales by these
selling shareholders and why such resales are being registered at this time.
July 3, 2025
Page 2
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.