SEC Comment Letter 0000000000-23-009276 to Jinxin Technology Holding Co (NAMI) (CIK 0001967631) (NAMI)
Jinxin Technology Holding Co (NAMI) (CIK 0001967631)
Date: Aug. 23, 2023 · CIK: 0001967631 · Accession: 0000000000-23-009276
AI Filing Summary & Sentiment
File numbers found in text: 333-273884
Letter
United States securities and exchange commission logo August 23, 2023 Jun Jiang Chief Operating Officer Jinxin Technology Holding Co Floor 8, Building D, Shengyin Building Shengxia Road 666 Pudong District, Shanghai 201203 People’s Republic of China Re:Jinxin Technology Holding Co Registration Statement on Form F-1 Filed August 10, 2023 File No. 333-273884 Dear Jun Jiang: 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 comment, we may have additional comments. Registration Statement on Form F-1 filed August 10, 2023 General 1.We note you have elected to revise your disclosure on the cover page and in the Summary and Risk Factor sections relating to legal and operational risks associated with operating in China, PRC regulations and the legality and enforceability of the contractual arrangements with your VIE. We further note the absence of any revised or updated regulatory disclosure that might explain the need for the aforementioned revisions. We are concerned that the revised disclosures mitigate the challenges you face. 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, or may disallow the structure of your business, including your VIE structure, any of which could result in a material change in your
FirstName LastNameJun Jiang Comapany NameJinxin Technology Holding Co August 23, 2023 Page 2 FirstName LastName Jun Jiang Jinxin Technology Holding Co August 23, 2023 Page 2 operations and/or the value of the securities you are registering for sale. We remind you that, pursuant to federal securities rules, the term “control” (including the terms “controlling,” “controlled by,” and “under common control with”) as defined in Securities Act Rule 405 means “the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract, or otherwise.” 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 that your revised disclosure conveys the same degree of risk and uncertainty. Please restore your disclosures in these areas to the disclosures as they existed in the draft registration statement you submitted on June 16, 2023. 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 Rucha Pandit at (202) 551-6022 or Dietrich King at (202) 551-8071 with any questions. Sincerely, Division of Corporation Finance Office of Trade & Services cc: Steve Lin
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United States securities and exchange commission logo
August 23, 2023
Jun Jiang
Chief Operating Officer
Jinxin Technology Holding Co
Floor 8, Building D, Shengyin Building
Shengxia Road 666
Pudong District, Shanghai 201203
People’s Republic of China
Re:Jinxin Technology Holding Co
Registration Statement on Form F-1
Filed August 10, 2023
File No. 333-273884
Dear Jun Jiang:
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 comment, we may have additional comments.
Registration Statement on Form F-1 filed August 10, 2023
General
1.We note you have elected to revise your disclosure on the cover page and in the Summary
and Risk Factor sections relating to legal and operational risks associated with operating
in China, PRC regulations and the legality and enforceability of the contractual
arrangements with your VIE. We further note the absence of any revised or updated
regulatory disclosure that might explain the need for the aforementioned revisions. We are
concerned that the revised disclosures mitigate the challenges you face. 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, or may disallow the structure of your business,
including your VIE structure, any of which could result in a material change in your
FirstName LastNameJun Jiang
Comapany NameJinxin Technology Holding Co
August 23, 2023 Page 2
FirstName LastName
Jun Jiang
Jinxin Technology Holding Co
August 23, 2023
Page 2
operations and/or the value of the securities you are registering for sale. We remind you
that, pursuant to federal securities rules, the term “control” (including the terms
“controlling,” “controlled by,” and “under common control with”) as defined in Securities
Act Rule 405 means “the possession, direct or indirect, of the power to direct or cause the
direction of the management and policies of a person, whether through the ownership of
voting securities, by contract, or otherwise.” 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
that your revised disclosure conveys the same degree of risk and uncertainty. Please
restore your disclosures in these areas to the disclosures as they existed in the draft
registration statement you submitted on June 16, 2023.
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 Rucha Pandit at (202) 551-6022 or Dietrich King at (202) 551-8071 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc: Steve Lin