SEC Comment Letter 0000000000-23-009442 to WF International Ltd. (WXM)
WF International Ltd.
Date: Aug. 28, 2023 · CIK: 0001979610 · Accession: 0000000000-23-009442
AI Filing Summary & Sentiment
Reasoning
Letter
United States securities and exchange commission logo August 28, 2023 Ke Chen Chief Executive Officer WF International Ltd. No. 1110, 11th Floor, Unit 1, Building 7, No. 477, Wanxing Road Chengdu, Sichuan, China, 610041 Re:WF International Ltd. Amendment No. 1 to Draft Registration Statement on Form F-1 Submitted August 16, 2023 CIK No. 0001979610 Dear Ke Chen: We have reviewed your amended draft registration statement and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by providing the requested information and either submitting an amended draft registration statement or publicly filing your registration statement on EDGAR. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing the information you provide in response to these comments and your amended draft registration statement or filed registration statement, we may have additional comments. Unless we note otherwise, our references to prior comments are to comments in our July 27, 2023 letter. Amendment 1 to Draft Registration Statement on Form F-1 filed August 16, 2023 Overview, page 62 1.We note your response to comment 3. Please address how recent developments in the Chinese real estate industry, such as the bankruptcy of other real estate companies doing business in China, may affect your current and future business.
FirstName LastNameKe Chen Comapany NameWF International Ltd. August 28, 2023 Page 2 FirstName LastName Ke Chen WF International Ltd. August 28, 2023 Page 2 Note 1-Nature of business and organization Organization and Reorganization, page F-35 2.We note, from your response to comment 6, that you believe Ms. Ke Chen had effective control of WF International Limited ("WF") from its inception. It appears your conclusion is based on the statements that WF was set up on March 2, 2023 with an intention to issue a controlling interest to Ms. Ke Chen (including her husband Jinshan Yao’s shares) and that Ms. Ke Chen held 70% of the voting power. In light of Emerald Investments ownership of 100% of the issued shares of WF from inception until May 22, 2023, please clarify for us how you concluded that Ms. Ke Chen had effective control of WF prior to May 22, 2023 and that Ms. Ke Chen held 70% of the voting power. Within your response, please reference the authoritative accounting literature management relied upon in its determination that Ms. Ke Chen had control of WF prior to May 22, 2023. You may contact William Demarest at 202-551-3432 or Jennifer Monick at 202-551- 3295 if you have questions regarding comments on the financial statements and related matters. Please contact Ronald (Ron) E. Alper at 202-551-3329 or Pam Long at 202-551- 3765 with any other questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction cc: Richard I. Anslow
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United States securities and exchange commission logo
August 28, 2023
Ke Chen
Chief Executive Officer
WF International Ltd.
No. 1110, 11th Floor, Unit 1, Building 7, No. 477, Wanxing Road
Chengdu, Sichuan, China, 610041
Re:WF International Ltd.
Amendment No. 1 to Draft Registration Statement on Form F-1
Submitted August 16, 2023
CIK No. 0001979610
Dear Ke Chen:
We have reviewed your amended draft registration statement and have the following
comments. In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, our references to prior comments are to comments in our
July 27, 2023 letter.
Amendment 1 to Draft Registration Statement on Form F-1 filed August 16, 2023
Overview, page 62
1.We note your response to comment 3. Please address how recent developments in the
Chinese real estate industry, such as the bankruptcy of other real estate companies doing
business in China, may affect your current and future business.
FirstName LastNameKe Chen
Comapany NameWF International Ltd.
August 28, 2023 Page 2
FirstName LastName
Ke Chen
WF International Ltd.
August 28, 2023
Page 2
Note 1-Nature of business and organization
Organization and Reorganization, page F-35
2.We note, from your response to comment 6, that you believe Ms. Ke Chen had effective
control of WF International Limited ("WF") from its inception. It appears your conclusion
is based on the statements that WF was set up on March 2, 2023 with an intention to issue
a controlling interest to Ms. Ke Chen (including her husband Jinshan Yao’s shares) and
that Ms. Ke Chen held 70% of the voting power. In light of Emerald Investments
ownership of 100% of the issued shares of WF from inception until May 22, 2023, please
clarify for us how you concluded that Ms. Ke Chen had effective control of WF prior to
May 22, 2023 and that Ms. Ke Chen held 70% of the voting power. Within your response,
please reference the authoritative accounting literature management relied upon in its
determination that Ms. Ke Chen had control of WF prior to May 22, 2023.
You may contact William Demarest at 202-551-3432 or Jennifer Monick at 202-551-
3295 if you have questions regarding comments on the financial statements and related
matters. Please contact Ronald (Ron) E. Alper at 202-551-3329 or Pam Long at 202-551-
3765 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc: Richard I. Anslow