SEC Comment Letter 0000000000-24-010048 to New Century Logistics (BVI) Ltd (NCEW) (CIK 0001968043) (NCEW)
New Century Logistics (BVI) Ltd (NCEW) (CIK 0001968043)
Date: Sept. 5, 2024 · CIK: 0001968043 · Accession: 0000000000-24-010048
AI Filing Summary & Sentiment
File numbers found in text: 333-274115
Letter
September 5, 2024 Ching Shun Ngan Chief Executive Officer New Century Logistics (BVI) Ltd Office A-E, 33/F, King Palace Plaza 55 King Yip Street, Kwun Tong Kowloon, Hong Kong Re:New Century Logistics (BVI) Ltd Amendment No. 5 to Registration Statement on Form F-1 Filed August 14, 2024 File No. 333-274115 Dear Ching Shun Ngan: We have reviewed your amended registration statement and have the following comment(s). 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. 5 to Registration Statement on Form F-1 filed August 14, 2024 The Offering Lock-up, page 8 We note your disclosure here that you and all of your directors and officers and certain shareholders (5% or more shareholders) have agreed with the Underwriter, subject to certain exceptions, not to sell, transfer, or dispose of, directly or indirectly, any of your Ordinary Shares or securities convertible into or exercisable or exchangeable for your Ordinary Shares for a period of six (6) months after the date of this prospectus. This appears inconsistent with your disclosure at pages 119 and 126, which states that you have agreed not to, for a period of six (6) months from the effective date of the registration statement of which this prospectus forms a part, offer, issue, sell, contract to sell, encumber, grant any option for the sale of, or otherwise dispose of, except in this offering, any of your Ordinary Shares or securities that are substantially similar to your 1.
September 5, 2024 Page 2 Ordinary Shares. Please revise your disclosure to clarify when each applicable lock-up period begins for each respective party. Please contact Yong Kim, Staff Accountant, at 202-551-3323 or John Cannarella, Staff Accountant, at 202-551-3337 if you have questions regarding comments on the financial statements and related matters. Please contact Liz Packebusch, Staff Attorney, at 202-551-8749 or Irene Barberena-Meissner, Staff Attorney, at 202-551-6548 with any other questions. Sincerely, Division of Corporation Finance Office of Energy & Transportation cc:Huan Lou, Esq.
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September 5, 2024
Ching Shun Ngan
Chief Executive Officer
New Century Logistics (BVI) Ltd
Office A-E, 33/F, King Palace Plaza
55 King Yip Street, Kwun Tong
Kowloon, Hong Kong
Re:New Century Logistics (BVI) Ltd
Amendment No. 5 to Registration Statement on Form F-1
Filed August 14, 2024
File No. 333-274115
Dear Ching Shun Ngan:
We have reviewed your amended registration statement and have the following
comment(s).
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. 5 to Registration Statement on Form F-1 filed August 14, 2024
The Offering
Lock-up, page 8
We note your disclosure here that you and all of your directors and officers and certain
shareholders (5% or more shareholders) have agreed with the Underwriter, subject to
certain exceptions, not to sell, transfer, or dispose of, directly or indirectly, any of your
Ordinary Shares or securities convertible into or exercisable or exchangeable for your
Ordinary Shares for a period of six (6) months after the date of this prospectus. This
appears inconsistent with your disclosure at pages 119 and 126, which states that
you have agreed not to, for a period of six (6) months from the effective date of the
registration statement of which this prospectus forms a part, offer, issue, sell, contract to
sell, encumber, grant any option for the sale of, or otherwise dispose of, except in this
offering, any of your Ordinary Shares or securities that are substantially similar to your 1.
September 5, 2024
Page 2
Ordinary Shares. Please revise your disclosure to clarify when each applicable lock-up
period begins for each respective party.
Please contact Yong Kim, Staff Accountant, at 202-551-3323 or John Cannarella, Staff
Accountant, at 202-551-3337 if you have questions regarding comments on the financial
statements and related matters. Please contact Liz Packebusch, Staff Attorney, at 202-551-8749
or Irene Barberena-Meissner, Staff Attorney, at 202-551-6548 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:Huan Lou, Esq.