Correspondence 0001213900-23-097202 from Linkers Industries Ltd (LNKS) (CIK 0001972074) (LNKS)
Linkers Industries Ltd (LNKS) (CIK 0001972074)
Date: Dec. 20, 2023 · CIK: 0001972074 · Accession: 0001213900-23-097202
AI Filing Summary & Sentiment
File numbers found in text: 333-275953
Referenced dates: December 15, 2023
Letter
Via Edgar Transmission Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services Linkers Industries Ltd Registration Statement on Form F-1 Filed December 8, 2023 File No. 333-275953
Re:
Dear Mr. Herbers/ Mr. Kruczek:
As counsel for the Company and on its behalf, this letter is being submitted in response to the letter dated December 15, 2023 from the Securities and Exchange Commission (the “Commission”) in which the staff of the Commission (the “Staff”) commented on the above-referenced Registration Statement on Form F-1 (the “Form F-1”).
For the Staff’s convenience, the Staff’s comment has been stated below in its entirety, with the Company’s response set out immediately underneath such comment.
Registration Statement on Form F-1 filed December 8, 2023
Exhibits
1. Refer to Exhibit 5.1. The opinion regarding the legality of the issuance must address each transaction you are attempting to register. It appears the opinion you filed does not address the resale transaction included in your fee table, given that the opinion does not opine that the shares to be resold are currently duly authorized, validly issued and non- assessable. Please file a revised opinion.
Response: We respectfully advise the Staff that we have updated Exhibit 5.1 to include the above.
2. Refer to Exhibit 23.4. Please ask counsel to provide its consent to each reference to its name. Currently, this exhibit does not include the reference on page 29.
Response: We respectfully advise the Staff that we have updated Exhibit 23.4 to include consent to the reference on page 29.
3. Refer to Exhibit 8.2 and 23.3. Please have counsel provide an exhibit that includes its clear consent to each reference to its name in the registration statement and to the filing of this opinion as an exhibit. Also, though this exhibit purports to be a tax opinion, it does not state that the statements in the disclosure beginning on page 106 are counsel’s opinion. Please file a revised opinion.
Response: We respectfully advise the Staff that we have updated Exhibit 8.2 and 23.3 to include clear consent, as well as to cover Malaysia taxation disclosures as part of the circle-up in appendix VII to the opinion.
General
4. Please revise to identify the natural person(s) who have or share voting and/or dispositive powers with respect to the shares held by the entities in the table on page Alt-13.
Response: We respectfully advise the Staff that we have revised page Alt-13 to disclose the above.
* * *
Please contact the undersigned at (852) 3923-1188 if you have any questions with respect to the responses contained in this letter.
Sincerely,
/s/ Lawrence S. Venick
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December 20, 2023
Via Edgar Transmission
Mr. Gregory Herbers/ Mr. Geoffrey Kruczek
Securities and Exchange Commission
Division of Corporation Finance
Office of Trade & Services
Washington, D.C. 20549
Re:
Linkers Industries Ltd
Registration Statement on Form F-1
Filed December 8, 2023
File No. 333-275953
Dear Mr. Herbers/ Mr. Kruczek:
As counsel for the Company
and on its behalf, this letter is being submitted in response to the letter dated December 15, 2023 from the Securities and Exchange Commission
(the “Commission”) in which the staff of the Commission (the “Staff”) commented on the above-referenced
Registration Statement on Form F-1 (the “Form F-1”).
For the Staff’s convenience,
the Staff’s comment has been stated below in its entirety, with the Company’s response set out immediately underneath such
comment.
Registration Statement on Form F-1 filed December
8, 2023
Exhibits
1. Refer to Exhibit 5.1. The opinion regarding the legality
of the issuance must address each transaction you are attempting to register. It appears the opinion you filed does not address the resale
transaction included in your fee table, given that the opinion does not opine that the shares to be resold are currently duly authorized,
validly issued and non- assessable. Please file a revised opinion.
Response: We
respectfully advise the Staff that we have updated Exhibit 5.1 to include the above.
2. Refer to Exhibit 23.4. Please ask counsel to provide its
consent to each reference to its name. Currently, this exhibit does not include the reference on page 29.
Response: We
respectfully advise the Staff that we have updated Exhibit 23.4 to include consent to the reference on page 29.
3. Refer to Exhibit 8.2 and 23.3. Please have counsel provide
an exhibit that includes its clear consent to each reference to its name in the registration statement and to the filing of this opinion
as an exhibit. Also, though this exhibit purports to be a tax opinion, it does not state that the statements in the disclosure beginning
on page 106 are counsel’s opinion. Please file a revised opinion.
Response: We
respectfully advise the Staff that we have updated Exhibit 8.2 and 23.3 to include clear consent, as well as to cover Malaysia taxation
disclosures as part of the circle-up in appendix VII to the opinion.
General
4. Please revise to identify the natural person(s) who have
or share voting and/or dispositive powers with respect to the shares held by the entities in the table on page Alt-13.
Response: We
respectfully advise the Staff that we have revised page Alt-13 to disclose the above.
* * *
Please contact the undersigned
at (852) 3923-1188 if you have any questions with respect to the responses contained in this letter.
Sincerely,
/s/ Lawrence S. Venick
Lawrence S. Venick
Direct Dial: +852.3923.1188
Email: lvenick@loeb.com