SEC Comment Letter 0000000000-23-013118 to SU Group Holdings Ltd (SUGP) (CIK 0001969863) (SUGP)
SU Group Holdings Ltd (SUGP) (CIK 0001969863)
Date: Dec. 1, 2023 · CIK: 0001969863 · Accession: 0000000000-23-013118
AI Filing Summary & Sentiment
File numbers found in text: 333-275705
Referenced dates: July 26, 2023
Letter
United States securities and exchange commission logo December 1, 2023 Dave Chan Ming Chief Executive Officer SU Group Holdings Ltd Unit 01 – 03, 3/F, Billion Trade Centre 31 Hung To Road, Kwun Tong Kowloon, Hong Kong Re:SU Group Holdings Ltd Registration Statement on Form F-1 Filed November 22, 2023 File No. 333-275705 Dear Dave Chan Ming: We have reviewed your registration statement and have the following comments. 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 Dilution, page 53 1.Please tell us how you calculated the net tangible book value per ordinary share and as adjusted net tangible book value per ordinary share after the offering. Business Our Suppliers, page 110 2.We reissue comment 21 from our letter dated July 26, 2023. We note your disclosure that during the fiscal years ended September 30, 2021 and 2022, your single largest supplier accounted for 36.6% and 20.2% of your total purchases, respectively. Please tell us whether you have entered into an agreement with this supplier, and if so, please revise to describe the material terms of the agreement and file the agreement as an exhibit to the registration statement, or tell us why you are not required to do so.
FirstName LastNameDave Chan Ming Comapany NameSU Group Holdings Ltd December 1, 2023 Page 2 FirstName LastName Dave Chan Ming SU Group Holdings Ltd December 1, 2023 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 Keira Nakada at 202-551-3659 or Rufus Decker at 202-551-3769 if you have questions regarding comments on the financial statements and related matters. Please contact Taylor Beech at 202-551-4515 or Donald Field at 202-551-3680 with any other questions. Sincerely, Division of Corporation Finance Office of Trade & Services cc: Richard Anslow, Esq.
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United States securities and exchange commission logo
December 1, 2023
Dave Chan Ming
Chief Executive Officer
SU Group Holdings Ltd
Unit 01 – 03, 3/F, Billion Trade Centre
31 Hung To Road, Kwun Tong
Kowloon, Hong Kong
Re:SU Group Holdings Ltd
Registration Statement on Form F-1
Filed November 22, 2023
File No. 333-275705
Dear Dave Chan Ming:
We have reviewed your registration statement and have the following comments.
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
Dilution, page 53
1.Please tell us how you calculated the net tangible book value per ordinary share and as
adjusted net tangible book value per ordinary share after the offering.
Business
Our Suppliers, page 110
2.We reissue comment 21 from our letter dated July 26, 2023. We note your disclosure that
during the fiscal years ended September 30, 2021 and 2022, your single largest supplier
accounted for 36.6% and 20.2% of your total purchases, respectively. Please tell us
whether you have entered into an agreement with this supplier, and if so, please revise to
describe the material terms of the agreement and file the agreement as an exhibit to the
registration statement, or tell us why you are not required to do so.
FirstName LastNameDave Chan Ming
Comapany NameSU Group Holdings Ltd
December 1, 2023 Page 2
FirstName LastName
Dave Chan Ming
SU Group Holdings Ltd
December 1, 2023
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 Keira Nakada at 202-551-3659 or Rufus Decker at 202-551-3769 if you
have questions regarding comments on the financial statements and related matters. Please
contact Taylor Beech at 202-551-4515 or Donald Field at 202-551-3680 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc: Richard Anslow, Esq.