Correspondence 0001493152-23-027137 from DFP HOLDINGS Ltd (CIK 0001976900)
DFP HOLDINGS Ltd (CIK 0001976900)
Date: Aug. 8, 2023 · CIK: 0001976900 · Accession: 0001493152-23-027137
AI Filing Summary & Sentiment
File numbers found in text: 333-271858
Referenced dates: August 2, 2023
Letter
Office of Trade & Services Division of Corporate Finance Re: DFP Holdings Limited Registration Statement on Form S-1/A Filed July 7, 2023 File No. 333-271858
Dear Mr. Kim and Ms. Brillant,
This letter is in response to the letter dated August 2, 2023, from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) addressed to DFP Holdings Limited (the “Company,” “we,” and “our”). For ease of reference, the Staff’s comments are recited below in bold and are followed by the Company’s responses. Amendment No. 2 to the Registration Statement on Form S-1 (the “S-1/A”) is being filed to accompany this letter.
Amendment No.1 to Registration Statement on Form S-1 Filed July 7, 2023
General
1. We note your revised disclosure in response to comment 8. Please discuss on your cover page the influence and control your sole officer and director will have in your company. In this regard, we note that he currently holds the majority of the outstanding shares and will continue to hold a substantial percentage of your outstanding shares after the completion of this offering. Please revise to include a related risk factor.
Response: The Company respectfully acknowledged the Staff’s comments and has revised the disclosures in the Preliminary Prospectus on cover page, the Prospectus Summary on page 3 and the Risk Factors (Risks Related to our Business on page 7 and Risks Related to this Offering on page 10) of the Form S-1/A, respectively.
Thank you in advance for your assistance in reviewing our responses and the Amendment No. 2 to Form S-1. Should you have any questions with respect to the above response or the Form S-1/A, please do not hesitate to contact me or our U.S. legal counsel, Jackson L. Morris.
Sincerely,
/s/ Hsu
Shou Hung
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filename1.htm
DFP
Holdings Limited
2F-1,
No. 178-5, Section 2, Chang’an East Road, Zhongshan District, Taipei City, Taiwan
August
8, 2023
Office
of Trade & Services
Division
of Corporate Finance
U.S.
Securities and Exchange Commission
Mail
Stop 4631
100
F Street, N.E.
Washington,
D.C. 20549-4631
Re:
DFP Holdings Limited
Registration Statement
on Form S-1/A
Filed July 7, 2023
File No. 333-271858
Dear
Mr. Kim and Ms. Brillant,
This
letter is in response to the letter dated August 2, 2023, from the staff (the “Staff”) of the Securities and Exchange Commission
(the “Commission”) addressed to DFP Holdings Limited (the “Company,” “we,” and “our”).
For ease of reference, the Staff’s comments are recited below in bold and are followed by the Company’s responses. Amendment
No. 2 to the Registration Statement on Form S-1 (the “S-1/A”) is being filed to accompany this letter.
Amendment
No.1 to Registration Statement on Form S-1 Filed July 7, 2023
General
1. We
note your revised disclosure in response to comment 8. Please discuss on your cover page the
influence and control your sole officer and director will have in your company. In this regard,
we note that he currently holds the majority of the outstanding shares and will continue to
hold a substantial percentage of your outstanding shares after the completion of this offering.
Please revise to include a related risk factor.
Response:
The Company respectfully acknowledged the Staff’s comments and has revised the disclosures in the Preliminary Prospectus
on cover page, the Prospectus Summary on page 3 and the Risk Factors (Risks Related to our Business on page 7 and Risks Related
to this Offering on page 10) of the Form S-1/A, respectively.
Thank
you in advance for your assistance in reviewing our responses and the Amendment No. 2 to Form S-1. Should you have any questions with
respect to the above response or the Form S-1/A, please do not hesitate to contact me or our U.S. legal counsel, Jackson L. Morris.
Sincerely,
/s/ Hsu
Shou Hung
Hsu Shou Hung
Chief Executive Officer