SEC Comment Letter 0000000000-24-003602 to LZ Technology Holdings Ltd (LZMH)
LZ Technology Holdings Ltd
Date: April 3, 2024 · CIK: 0001967397 · Accession: 0000000000-24-003602
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File numbers found in text: 333-276234
Letter
United States securities and exchange commission logo April 3, 2024 Runzhe Zhang Chief Executive Officer LZ Technology Holdings Limited No. 59-2, Wanghai Street, Siming District, Xiamen, Fujian Province, 361008 People’s Republic of China Re:LZ Technology Holdings Limited Amendment No. 1 to Registration Statement on Form F-1 Filed March 21, 2024 File No. 333-276234 Dear Runzhe Zhang: 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 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. Amendment No. 1 to Registration Statement on Form F-1 General 1.We note the changes you made to your disclosure appearing on the Cover page, Prospectus Summary, and Risk Factor sections relating to the legal and operational risks associated with operating in China and PRC regulations. It is unclear to us that there have been changes in the regulatory environment in the PRC since the Registration Statement that was filed on December 22, 2023 warranting revised disclosure to mitigate the challenges you face and related disclosures. The Sample Letters to China-Based Companies sought specific disclosure relating to the risk that the PRC government may intervene in or influence your operations at any time, or may exert control over operations of your business, which could result in a material change in your operations and/or the value of the securities you are registering for sale. The Sample Letters also sought specific disclosures relating to uncertainties regarding the enforcement of laws and that the rules and regulations in China can change quickly with little advance notice. We do not believe
FirstName LastNameRunzhe Zhang Comapany NameLZ Technology Holdings Limited April 3, 2024 Page 2 FirstName LastName Runzhe Zhang LZ Technology Holdings Limited April 3, 2024 Page 2 that your revised disclosure referencing the PRC government’s intent to strengthen its regulatory oversight conveys the same risk. Please revise or advise.
Please contact Melissa Kindelan at 202-551- 3564 or Christine Dietz at 202-551-3408 if you have questions regarding comments on the financial statements and related matters. Please contact Aliya Ishmukhamedova at 202-551-7519 or Matthew Derby at 202-551-3334 with any other questions. Sincerely, Division of Corporation Finance Office of Technology cc: Kevin (Qixiang) Sun, Esq.
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United States securities and exchange commission logo
April 3, 2024
Runzhe Zhang
Chief Executive Officer
LZ Technology Holdings Limited
No. 59-2, Wanghai Street, Siming District,
Xiamen, Fujian Province, 361008
People’s Republic of China
Re:LZ Technology Holdings Limited
Amendment No. 1 to Registration Statement on Form F-1
Filed March 21, 2024
File No. 333-276234
Dear Runzhe Zhang:
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 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.
Amendment No. 1 to Registration Statement on Form F-1
General
1.We note the changes you made to your disclosure appearing on the Cover page,
Prospectus Summary, and Risk Factor sections relating to the legal and operational risks
associated with operating in China and PRC regulations. It is unclear to us that there have
been changes in the regulatory environment in the PRC since the Registration
Statement that was filed on December 22, 2023 warranting revised disclosure to mitigate
the challenges you face and related disclosures. The Sample Letters to China-Based
Companies sought specific disclosure relating to the risk that the PRC government may
intervene in or influence your operations at any time, or may exert control over operations
of your business, which could result in a material change in your operations and/or the
value of the securities you are registering for sale. The Sample Letters also sought specific
disclosures relating to uncertainties regarding the enforcement of laws and that the rules
and regulations in China can change quickly with little advance notice. We do not believe
FirstName LastNameRunzhe Zhang
Comapany NameLZ Technology Holdings Limited
April 3, 2024 Page 2
FirstName LastName
Runzhe Zhang
LZ Technology Holdings Limited
April 3, 2024
Page 2
that your revised disclosure referencing the PRC government’s intent to strengthen its
regulatory oversight conveys the same risk. Please revise or advise.
Please contact Melissa Kindelan at 202-551- 3564 or Christine Dietz at 202-551-3408 if
you have questions regarding comments on the financial statements and related matters. Please
contact Aliya Ishmukhamedova at 202-551-7519 or Matthew Derby at 202-551-3334 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc: Kevin (Qixiang) Sun, Esq.