SEC Comment Letter 0000000000-24-007244 to WF International Ltd. (WXM)
WF International Ltd.
Date: June 26, 2024 · CIK: 0001979610 · Accession: 0000000000-24-007244
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File numbers found in text: 333-275382
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United States securities and exchange commission logo
June 26, 2024
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. 3 to Registration Statement on Form F-1
Filed June 25, 2024
File No. 333-275382
Dear Ke Chen:
We have reviewed your amended registration statement and have the following
comments.
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.
Amendment No. 3 to Registration Statement on Form F-1 filed June 25, 2024
Recent Developments, page 14
1.You disclose that you expect your revenues for the fiscal year ended September 30, 2024
to remain consistent with the fiscal year ended September 30, 2023. Please address the
following:
•In light of your 65% decrease in revenues for the six months ended March 31, 2024,
please tell us your basis for this expectation. Your response should address, but not
be limited to, actual activities subsequent to March 31, 2024 and status of the $24.1
million in contracted by not yet performed sales as of March 31, 2024. Reference is
made to Item 10(b)(1) of Regulation S-K.
•Please tell us how you determined it was unnecessary to disclose an expectation of
net income (loss) and earnings (loss) per share for the fiscal year ended September
30, 2024. Reference is made to Item 10(b)(2) of Regulation S-K.
FirstName LastNameKe Chen
Comapany NameWF International Ltd.
June 26, 2024 Page 2
FirstName LastName
Ke Chen
WF International Ltd.
June 26, 2024
Page 2
•Please tell us how you determined your disclosure provides investors with an
understanding of the basis for and limitations of your projection. Reference is made
to Item 10(b)(3) of Regulation S-K.
2.You disclose that your revenues for the six months ended March 31, 2024 decreased by
approximately 65% as compared to revenues for the six months ended March 31,
2023. Please tell us what consideration you gave to balancing this revenue disclosure with
a discussion of your expenses and/or net income for the six months ended March 31,
2024.
General
3.We note the addition of the recent developments section beginning on page 14. Please
update the disclosure in the risk factor, MD&A and business sections to specifically
address these recent developments, including the risks and uncertainties to the company
related to the decline in the sales of new residential properties in China in 2023 and
significant decrease in revenues for the six months ended March 31, 2024, material trends,
and the diversification of your business and focus on industrial projects.
Please 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 Howell at 202-551-3357 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc: Richard I. Anslow