Correspondence 0001829126-23-004579 from SSHT S&T Group Ltd. (SSHT)
SSHT S&T Group Ltd.
Date: July 6, 2023 · CIK: 0001975222 · Accession: 0001829126-23-004579
AI Filing Summary & Sentiment
File numbers found in text: 333-271831
Referenced dates: June 7, 2023
Letter
Division of Corporation Finance Securities and Exchange Commission Registration Statement on Form S-1 File No. 333-271831 Filed May 11, 2023
Re: SSHT S&T Group Ltd.
Dear Mr. Shapiro and Ms. Cvrkel:
In response to your letter dated June 7, 2023, the following information is hereby submitted on behalf of SSHT S&T Group Ltd. (the “Company”). Amendment No. 1 to the Registration Statement on Form S-1 is being filed in conjunction with this correspondence. For your convenience, we have reproduced the Staff’s comments below in italicized text immediately before our response.
Registration Statement of Form S-1
Cover page
1. Please identify that the company is an Emerging Growth Company (EGC) consistent with your disclosure elsewhere in the prospectus.
Response: We have updated the Registration Statement as requested.
2. Please disclose prominently on the prospectus cover page that you are not a Chinese operating company but a Nevada incorporated company with operations conducted by Shanghai Jieshi Management Consulting Co., Ltd, your subsidiary based in China, and that this structure involves unique risks to investors. Disclose that investors may never hold equity interests in the Chinese operating company. Your disclosure should acknowledge that Chinese regulatory authorities could disallow this structure, which would likely result in a material change in your operations and/or a material change in the value of the securities you are registering for sale, including that it could cause the value of such securities to significantly decline or become worthless. Provide a cross reference to your detailed discussion of risks facing the company and the offering as a result of this structure.
Response: We have updated the Registration Statement as requested.
3. Provide prominent disclosure about the legal and operational risks associated with being based in or having the majority of your operations in China, along with a cross-reference to the relevant risk factor. Your disclosure should make clear whether these risks could result in a material change in your operations and/or the value of the securities you are registering for sale or could significantly limit or completely hinder your ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless. Your disclosure should address how recent statements and regulatory actions by China’s government, such as those related to data security or anti-monopoly concerns, have or may impact the company’s ability to conduct its business, accept foreign investments, or list on a U.S. or other foreign exchange. Please disclose the location of your auditor’s headquarters and whether and how the Holding Foreign Companies Accountable Act, as amended by the Consolidated Appropriations Act, 2023, and related regulations will affect your company. Your prospectus summary should address, but not necessarily be limited to, the risks highlighted on the prospectus cover page.
Response: We have updated the Registration Statement as requested.
4. Clearly disclose here how you will refer to the company and subsidiaries when providing the disclosure throughout the document so that it is clear to investors which entity the disclosure is referencing, and which subsidiaries or entities are conducting the business operations. For example, disclose, if true, that your subsidiaries conduct operations in China and that you do not conduct operations. Disclose clearly the entity (including the domicile) in which investors are purchasing an interest.
Response: We have updated the Registration Statement throughout as follows:
- SSHT S&T Group Ltd. is referred to as Company or SSHT.
- Wahoo Holdings, Ltd. is referred to as WHL.
- Shanghai Jieshi Management Consulting Co., Ltd. is referred to as SJMC.
- We have removed references to “we” and “our” as appropriate.
5. Provide a description of how cash is transferred through your organization and disclose your intentions to distribute earnings. State whether any transfers, dividends, or distributions have been made to date between you, your subsidiaries, or to investors, and quantify the amounts where applicable. Provide cross-references to the consolidated financial statements. Discuss whether there are limitations on your ability to transfer cash between you, your subsidiaries, or investors. Provide a cross-reference to your discussion of this issue in your summary, summary risk factors, and risk factors sections, as well. To the extent you have cash management policies that dictate how funds are transferred between you, your subsidiaries, or investors, summarize the policies on your cover page and in the prospectus summary, and disclose the source of such policies (e.g., whether they are contractual in nature, pursuant to regulations, etc.); alternatively, state on the cover page and in the prospectus summary that you have no such cash management policies that dictate how funds are transferred. Provide a cross-reference on the cover page to the discussion of this issue in the prospectus summary.
Response: We have updated the Registration Statement as requested.
6. Please amend your disclosure here and in the risk factors sections to state that, to the extent cash or assets in the business are in the PRC or a PRC entity, the funds may not be available to fund operations or for other use outside of the PRC due to interventions in or the imposition of restrictions and limitations on the ability of you or your subsidiaries by the PRC government to transfer cash or assets. On the cover page, provide cross references to these other discussions.
Response: We have updated the Registration Statement as requested.
7. Please revise here and in your Summary section to disclose, if true, that Mr. Zonghan Wu holds more than 50% of the Company’s voting power and will be able to control the management and affairs of your company and most matters requiring stockholder approval following the offering.
Response: We have updated the Registration Statement as requested.
Prospectus Summary, page 1
8. Please include a summary of risk factors that discloses the risks that your corporate structure and being based in or having the majority of the company’s operations in China poses to investors. In particular, describe the significant regulatory, liquidity, and enforcement risks with cross-references to the more detailed discussion of these risks in the prospectus. For example, specifically discuss risks arising from the legal system in China, including risks and uncertainties regarding the enforcement of laws and that rules and regulations in China can change quickly with little advance notice; and the risk that the Chinese government may intervene or influence your operations at any time, or may exert more control over offerings conducted overseas and/or foreign investment in China based issuers, which could result in a material change in your operations and/or the value of the securities you are registering for sale. Acknowledge any risks that any actions by the Chinese government to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers could significantly limit or completely hinder your ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless. Provide a cross-reference to each relevant individual detailed risk factor.
Response: We have updated the Registration Statement as requested.
9. Please revise here and in your Risk Factors to highlight your disclosure about the Company’s ability to continue as a going concern as you do on page 21. Please also disclose your current cash on hand, related-party loan and total current liabilities.
Response: We have updated the Registration Statement as requested.
10. Disclose each permission or approval that you or your subsidiaries are required to obtain from Chinese authorities to operate your business and to offer the securities being registered to foreign investors. State whether you or your subsidiaries are covered by permissions requirements from the China Securities Regulatory Commission (CSRC), Cyberspace Administration of China (CAC) or any other governmental agency, and state affirmatively whether you have received all requisite permissions or approvals and whether any permissions or approvals have been denied. Please also describe the consequences to you and your investors if you or your subsidiaries: (i) do not receive or maintain such permissions or approvals, (ii) inadvertently conclude that such permissions or approvals are not required, or (iii) applicable laws, regulations, or interpretations change and you are required to obtain such permissions or approvals in the future.
Response: We have updated the Registration Statement as requested.
11. We note that the CSRC has recently announced regulations that outline the terms under which China-based companies can conduct offerings and/or list overseas. Revise your disclosure to reflect these recent events and explain how the regulations apply to you and your ability to operate and offer securities.
Response: We have updated the Registration Statement as requested.
12. Provide a clear description of how cash is transferred through your organization. Disclose your intentions to distribute earnings. Quantify any cash flows and transfers of other assets by type that have occurred between you and your subsidiaries, and direction of transfer. Quantify any dividends or distributions that a subsidiary has made to the holding company and which entity made such transfer, and their tax consequences. Similarly quantify dividends or distributions made to U.S. investors, the source, and their tax consequences. Your disclosure should make clear if no transfers, dividends, or distributions have been made to date. Describe any restrictions on foreign exchange and your ability to transfer cash between entities, across borders, and to U.S. investors. Describe any restrictions and limitations on your ability to distribute earnings from the company, including your subsidiaries, to the parent company and to U.S. investors. Provide cross-references to the consolidated financial statements.
Response: We have updated the Registration Statement as requested.
13. Disclose that trading in your securities may be prohibited under the Holding Foreign Companies Accountable Act, as amended by the Consolidated Appropriations Act, 2023, and related regulations if the PCAOB determines that it cannot inspect or investigate completely your auditor for a period of two consecutive years, and that as a result an exchange may determine to delist your securities.
Response: We have updated the Registration Statement as requested.
Our Corporate History, page 1
14. We note your diagram of the company’s corporate structure. Please revise to identify the person or entity that owns the equity in each depicted entity. Please revise to include the location of each entity. Identify clearly the
Show Raw Text
CORRESP
1
filename1.htm
SSHT
S&T Group Ltd.
46
Reeves Road, Pakuranga
Auckland,
New Zealand, 2010
July
6, 2023
Attorneys
Robert Shapiro and Linda Cvrkel
Division
of Corporation Finance
Securities
and Exchange Commission
Re: SSHT
S&T Group Ltd.
Registration
Statement on Form S-1
File
No. 333-271831
Filed
May 11, 2023
Dear
Mr. Shapiro and Ms. Cvrkel:
In
response to your letter dated June 7, 2023, the following information is hereby submitted on behalf of SSHT S&T Group Ltd. (the “Company”).
Amendment No. 1 to the Registration Statement on Form S-1 is being filed in conjunction with this correspondence. For your convenience,
we have reproduced the Staff’s comments below in italicized text immediately before our response.
Registration
Statement of Form S-1
Cover
page
1. Please
identify that the company is an Emerging Growth Company (EGC) consistent with your disclosure
elsewhere in the prospectus.
Response:
We have updated the Registration Statement as requested.
2. Please
disclose prominently on the prospectus cover page that you are not a Chinese operating company
but a Nevada incorporated company with operations conducted by Shanghai Jieshi Management
Consulting Co., Ltd, your subsidiary based in China, and that this structure involves unique
risks to investors. Disclose that investors may never hold equity interests in the Chinese
operating company. Your disclosure should acknowledge that Chinese regulatory authorities
could disallow this structure, which would likely result in a material change in your operations
and/or a material change in the value of the securities you are registering for sale, including
that it could cause the value of such securities to significantly decline or become worthless.
Provide a cross reference to your detailed discussion of risks facing the company and the
offering as a result of this structure.
Response:
We have updated the Registration Statement as requested.
1
3. Provide
prominent disclosure about the legal and operational risks associated with being based in
or having the majority of your operations in China, along with a cross-reference to the relevant
risk factor. Your disclosure should make clear whether these risks could result in a material
change in your operations and/or the value of the securities you are registering for sale
or could significantly limit or completely hinder your ability to offer or continue to offer
securities to investors and cause the value of such securities to significantly decline or
be worthless. Your disclosure should address how recent statements and regulatory actions
by China’s government, such as those related to data security or anti-monopoly concerns,
have or may impact the company’s ability to conduct its business, accept foreign investments,
or list on a U.S. or other foreign exchange. Please disclose the location of your auditor’s
headquarters and whether and how the Holding Foreign Companies Accountable Act, as amended
by the Consolidated Appropriations Act, 2023, and related regulations will affect your company.
Your prospectus summary should address, but not necessarily be limited to, the risks highlighted
on the prospectus cover page.
Response:
We have updated the Registration Statement as requested.
4. Clearly
disclose here how you will refer to the company and subsidiaries when providing the disclosure
throughout the document so that it is clear to investors which entity the disclosure is referencing,
and which subsidiaries or entities are conducting the business operations. For example, disclose,
if true, that your subsidiaries conduct operations in China and that you do not conduct operations.
Disclose clearly the entity (including the domicile) in which investors are purchasing an
interest.
Response:
We have updated the Registration Statement throughout as follows:
- SSHT
S&T Group Ltd. is referred to as Company or SSHT.
- Wahoo
Holdings, Ltd. is referred to as WHL.
- Shanghai
Jieshi Management Consulting Co., Ltd. is referred to as SJMC.
- We
have removed references to “we” and “our” as appropriate.
5. Provide
a description of how cash is transferred through your organization and disclose your intentions
to distribute earnings. State whether any transfers, dividends, or distributions have been
made to date between you, your subsidiaries, or to investors, and quantify the amounts where
applicable. Provide cross-references to the consolidated financial statements. Discuss whether
there are limitations on your ability to transfer cash between you, your subsidiaries, or
investors. Provide a cross-reference to your discussion of this issue in your summary, summary
risk factors, and risk factors sections, as well. To the extent you have cash management
policies that dictate how funds are transferred between you, your subsidiaries, or investors,
summarize the policies on your cover page and in the prospectus summary, and disclose the
source of such policies (e.g., whether they are contractual in nature, pursuant to regulations,
etc.); alternatively, state on the cover page and in the prospectus summary that you have
no such cash management policies that dictate how funds are transferred. Provide a cross-reference
on the cover page to the discussion of this issue in the prospectus summary.
Response:
We have updated the Registration Statement as requested.
6. Please
amend your disclosure here and in the risk factors sections to state that, to the extent
cash or assets in the business are in the PRC or a PRC entity, the funds may not be available
to fund operations or for other use outside of the PRC due to interventions in or the imposition
of restrictions and limitations on the ability of you or your subsidiaries by the PRC government
to transfer cash or assets. On the cover page, provide cross references to these other discussions.
Response:
We have updated the Registration Statement as requested.
2
7. Please
revise here and in your Summary section to disclose, if true, that Mr. Zonghan Wu holds more
than 50% of the Company’s voting power and will be able to control the management and
affairs of your company and most matters requiring stockholder approval following the offering.
Response:
We have updated the Registration Statement as requested.
Prospectus
Summary, page 1
8. Please
include a summary of risk factors that discloses the risks that your corporate structure
and being based in or having the majority of the company’s operations in China poses
to investors. In particular, describe the significant regulatory, liquidity, and enforcement
risks with cross-references to the more detailed discussion of these risks in the prospectus.
For example, specifically discuss risks arising from the legal system in China, including
risks and uncertainties regarding the enforcement of laws and that rules and regulations
in China can change quickly with little advance notice; and the risk that the Chinese government
may intervene or influence your operations at any time, or may exert more control over offerings
conducted overseas and/or foreign investment in China based issuers, which could result in
a material change in your operations and/or the value of the securities you are registering
for sale. Acknowledge any risks that any actions by the Chinese government to exert more
oversight and control over offerings that are conducted overseas and/or foreign investment
in China-based issuers could significantly limit or completely hinder your ability to offer
or continue to offer securities to investors and cause the value of such securities to significantly
decline or be worthless. Provide a cross-reference to each relevant individual detailed risk
factor.
Response:
We have updated the Registration Statement as requested.
9. Please
revise here and in your Risk Factors to highlight your disclosure about the Company’s
ability to continue as a going concern as you do on page 21. Please also disclose your current
cash on hand, related-party loan and total current liabilities.
Response:
We have updated the Registration Statement as requested.
10. Disclose
each permission or approval that you or your subsidiaries are required to obtain from Chinese
authorities to operate your business and to offer the securities being registered to foreign
investors. State whether you or your subsidiaries are covered by permissions requirements
from the China Securities Regulatory Commission (CSRC), Cyberspace Administration of China
(CAC) or any other governmental agency, and state affirmatively whether you have received
all requisite permissions or approvals and whether any permissions or approvals have been
denied. Please also describe the consequences to you and your investors if you or your subsidiaries:
(i) do not receive or maintain such permissions or approvals, (ii) inadvertently conclude
that such permissions or approvals are not required, or (iii) applicable laws, regulations,
or interpretations change and you are required to obtain such permissions or approvals in
the future.
Response:
We have updated the Registration Statement as requested.
11. We
note that the CSRC has recently announced regulations that outline the terms under which
China-based companies can conduct offerings and/or list overseas. Revise your disclosure
to reflect these recent events and explain how the regulations apply to you and your ability
to operate and offer securities.
Response:
We have updated the Registration Statement as requested.
3
12. Provide
a clear description of how cash is transferred through your organization. Disclose your intentions
to distribute earnings. Quantify any cash flows and transfers of other assets by type that
have occurred between you and your subsidiaries, and direction of transfer. Quantify any
dividends or distributions that a subsidiary has made to the holding company and which entity
made such transfer, and their tax consequences. Similarly quantify dividends or distributions
made to U.S. investors, the source, and their tax consequences. Your disclosure should make
clear if no transfers, dividends, or distributions have been made to date. Describe any restrictions
on foreign exchange and your ability to transfer cash between entities, across borders, and
to U.S. investors. Describe any restrictions and limitations on your ability to distribute
earnings from the company, including your subsidiaries, to the parent company and to U.S.
investors. Provide cross-references to the consolidated financial statements.
Response:
We have updated the Registration Statement as requested.
13. Disclose
that trading in your securities may be prohibited under the Holding Foreign Companies Accountable
Act, as amended by the Consolidated Appropriations Act, 2023, and related regulations if
the PCAOB determines that it cannot inspect or investigate completely your auditor for a
period of two consecutive years, and that as a result an exchange may determine to delist
your securities.
Response:
We have updated the Registration Statement as requested.
Our
Corporate History, page 1
14. We
note your diagram of the company’s corporate structure. Please revise to identify the
person or entity that owns the equity in each depicted entity. Please revise to include the
location of each entity. Identify clearly the