SEC Comment Letter 0000000000-24-003212 to TJGC GROUP Ltd (TJGC)
TJGC GROUP Ltd
Date: March 25, 2024 · CIK: 0001969928 · Accession: 0000000000-24-003212
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-277979
Letter
United States securities and exchange commission logo March 25, 2024 Lau Chi Fung Chief Executive Officer CTRL Group Limited Unit F, 12/F, Kaiser Estate Phase 1, 41 Man Yue Street Hunghom, Kowloon, Hong Kong Re:CTRL Group Limited Registration Statement on Form F-1 Filed March 15, 2024 File No. 333-277979 Dear Lau Chi Fung: We have reviewed your 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. Registration Statement on Form F-1 filed March 15, 2024 Capitalization, page 42 1.Please clarify for us why here you are providing proforma information to adjust for a Forward Stock-Split at a ratio of 1 for 1,300, while under the Dilution you refer to a Reverse Stock-Split. 2.Please clarify for us why you have removed the reference to present pro forma EPS reflecting dilution equivalent to the number of shares whose proceeds will be used to pay the HK$ 8,000,000 of dividends declared on May 2, 2023.
FirstName LastNameLau Chi Fung Comapany NameCTRL Group Limited March 25, 2024 Page 2 FirstName LastName Lau Chi Fung CTRL Group Limited March 25, 2024 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 Aamira Chaudhry at 202-551-3389 or Lyn Shenk at 202-551-3380 if you have questions regarding comments on the financial statements and related matters. Please contact Brian Fetterolf at 202-551-6613 or Mara Ransom at 202-551-3264 with any other questions. Sincerely, Division of Corporation Finance Office of Trade & Services cc: Eric Mendelson, Esq.
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United States securities and exchange commission logo
March 25, 2024
Lau Chi Fung
Chief Executive Officer
CTRL Group Limited
Unit F, 12/F, Kaiser Estate Phase 1,
41 Man Yue Street
Hunghom, Kowloon, Hong Kong
Re:CTRL Group Limited
Registration Statement on Form F-1
Filed March 15, 2024
File No. 333-277979
Dear Lau Chi Fung:
We have reviewed your 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.
Registration Statement on Form F-1 filed March 15, 2024
Capitalization, page 42
1.Please clarify for us why here you are providing proforma information to adjust for
a Forward Stock-Split at a ratio of 1 for 1,300, while under the Dilution you refer to a
Reverse Stock-Split.
2.Please clarify for us why you have removed the reference to present pro forma
EPS reflecting dilution equivalent to the number of shares whose proceeds will be used to
pay the HK$ 8,000,000 of dividends declared on May 2, 2023.
FirstName LastNameLau Chi Fung
Comapany NameCTRL Group Limited
March 25, 2024 Page 2
FirstName LastName
Lau Chi Fung
CTRL Group Limited
March 25, 2024
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 Aamira Chaudhry at 202-551-3389 or Lyn Shenk at 202-551-3380 if you
have questions regarding comments on the financial statements and related matters. Please
contact Brian Fetterolf at 202-551-6613 or Mara Ransom at 202-551-3264 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc: Eric Mendelson, Esq.