SEC Comment Letter 0000000000-24-010009 to SSHT S&T Group Ltd. (SSHT)
SSHT S&T Group Ltd.
Date: Sept. 4, 2024 · CIK: 0001975222 · Accession: 0000000000-24-010009
AI Filing Summary & Sentiment
File numbers found in text: 333-271831
Letter
September 4, 2024 Zonghan Wu Chief Executive Officer SSHT S&T Group Ltd. 46 Reeves Road, Pakuranga Auckland, New Zealand, 2010 Re:SSHT S&T Group Ltd. Amendment No. 10 to Registration Statement on Form S-1 Filed August 27, 2024 File No. 333-271831 Dear Zonghan Wu: 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. Unless we note otherwise, any references to prior comments are to comments in our February 28, 2024 letter. Amendment No. 10 to Form S-1 filed August 27, 2024 Security Ownership of Certain Beneficial Owners and Management, page 40 1.We note your amended disclosure removes reference to Xiaobei Huang as a beneficial owner, but we note elsewhere in the prospectus (such as on page II-1), that Xiaobei Huang and Haining Zhang appear to be greater than 5% holders of your common stock. Please advise or reconcile this disclosure. Please also revise the footnote 1 to disclose Zonghan Wu's position held in SSHT International Holdings Ltd. Please contact Robert Shapiro at 202-551-3273 or Lyn Shenk at 202-551-3380 if you have questions regarding comments on the financial statements and related matters. Please contact Jenna Hough at 202-551-3063 or Donald Field at 202-551-3680 with any other questions.
September 4, 2024 Page 2 Sincerely, Division of Corporation Finance Office of Trade & Services cc:Jeff Turner, Esq.
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September 4, 2024
Zonghan Wu
Chief Executive Officer
SSHT S&T Group Ltd.
46 Reeves Road, Pakuranga
Auckland, New Zealand, 2010
Re:SSHT S&T Group Ltd.
Amendment No. 10 to Registration Statement on Form S-1
Filed August 27, 2024
File No. 333-271831
Dear Zonghan Wu:
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. Unless we note otherwise,
any references to prior comments are to comments in our February 28, 2024 letter.
Amendment No. 10 to Form S-1 filed August 27, 2024
Security Ownership of Certain Beneficial Owners and Management, page 40
1.We note your amended disclosure removes reference to Xiaobei Huang as a beneficial
owner, but we note elsewhere in the prospectus (such as on page II-1), that Xiaobei
Huang and Haining Zhang appear to be greater than 5% holders of your common stock.
Please advise or reconcile this disclosure. Please also revise the footnote 1 to
disclose Zonghan Wu's position held in SSHT International Holdings Ltd.
Please contact Robert Shapiro at 202-551-3273 or Lyn Shenk at 202-551-3380 if you have
questions regarding comments on the financial statements and related matters. Please contact
Jenna Hough at 202-551-3063 or Donald Field at 202-551-3680 with any other questions.
September 4, 2024
Page 2
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Jeff Turner, Esq.