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Correspondence 0001731122-24-000825 from WF International Ltd. (WXM)

WF International Ltd.
Date: May 16, 2024 · CIK: 0001979610 · Accession: 0001731122-24-000825

Financial Reporting Regulatory Compliance Risk Disclosure

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File numbers found in text: 333-275382

Date
May 16, 2024
Author
By
Form
CORRESP
Company
WF International Ltd.

Letter

VIA EDGAR Division of Corporation Finance Office of Real Estate & Construction Attention: Ronald (Ron) E. Alper Re: WF International Ltd. Amendment No. 1 to Registration Statement on Form F-1 Filed April 11, 2024 File No. 333-275382

Dear Mr. Alper:

WF International Ltd. (the “Company,” “we,” “our” or “us”) hereby transmits our response to the comment letter received from the staff (the “Staff”, “you” or “your”) of the U.S. Securities and Exchange Commission (the “Commission”), dated May 7, 2024, regarding the Amendment No. 1 to Registration Statement on Form F-1 (the “Registration Statement”) filed to the Commission on April 11, 2024.

For the Staff’s convenience, we have repeated below the Staff’s comment in bold, and have followed each comment with the Company’s response. In response to the Staff’s comments, the Company is filing via Edgar Amendment No. 2 to the Registration Statement (the “Amendment No. 2”) simultaneously with the submission of this response letter.

Amendment No. 1 to Registration Statement on Form F-1 filed April 11, 2024

Prospectus Summary

Our Corporate History and Structure, page 4

1. Please revise to disclose the reasons for creating and incorporating WF International Nevada LLC in December 2023 here and elsewhere as appropriate.

In response to the Staff’s comment, we have revised disclosures in the “Prospectus Summary” section on page 4 and in the “Corporate History and Structure” section on page 60 of the Amendment No. 2.

Risk Factors, page 18

2. Please revise the risk factor on page 32 regarding the failure to make adequate contributions to various employee benefit plans to clarify what you mean when you state you pay the social insurance premium and housing funds on a lower basis.

In response to the Staff’s comment, we have revised the risk factor disclosures in the “Risk Factor” section on page 32 of the Amendment No. 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Liquidity and Capital Resources, page 68

3. We refer you to note 8 of your audited financial statements which indicates that you repaid two of your four short-term bank loans during December 2023 and January 2024. We further note there are two loans that have not been specifically identified as being repaid and that such loans matured in December 2023. Please address the following:

● Please tell us and revise your filing to clarify from what source you have repaid the $411,185 and $685,307 loans.

● Please tell us and revise your filing to clarify the status of the $479,714 and $342,654 loans. In that regard, please clarify if such loans have been repaid, extended, in default, refinanced, or received some other action as of the date of your filing.

We respectfully advise the Staff that, the short-term bank loans in the amounts of $411,185 and $685,307 were repaid in full through cash inflows from operations. The short-term loan in the amount of $479,714 with a maturity date of December 5, 2023 and the short-term loan in the amount of $342,654 with a maturity date of December 7, 2023 were both fully repaid upon maturity in December 2023, through cash inflows from operations. In response to the Staff’s comment, we have revised disclosures in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section on page 68 and the note 8 of our audited financial statements on page F-24 of the Amendment No. 2.

We thank the Staff in advance for its consideration of the foregoing. Should you have any questions, please do not hesitate to contact our legal counsel, Richard I. Anslow, Esq., of Ellenoff Grossman & Schole LLP, at (212) 370-1300.

Sincerely,
By:
/s/ Ke Chen

Show Raw Text
CORRESP
1
filename1.htm

WF International Ltd.

No. 1110, 11th Floor, Unit 1, Building 7, No. 477

Wanxing Road Chengdu, Sichuan, China 610041

Tel: +86 (28) 86210882

VIA EDGAR

May 16, 2024

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Real Estate & Construction

100 F Street, N.E.

Washington, D.C. 20549

    Attention:
    Ronald
    (Ron) E. Alper

Re:
WF International Ltd.

Amendment No. 1 to Registration Statement on Form F-1

Filed April 11, 2024

File No. 333-275382

Dear Mr. Alper:

WF International Ltd. (the “Company,”
“we,” “our” or “us”) hereby transmits our response to the comment letter received
from the staff (the “Staff”, “you” or “your”) of the U.S. Securities and Exchange
Commission (the “Commission”), dated May 7, 2024, regarding the Amendment No. 1 to Registration Statement on Form F-1
(the “Registration Statement”) filed to the Commission on April 11, 2024.

For the Staff’s convenience,
we have repeated below the Staff’s comment in bold, and have followed each comment with the Company’s response. In response
to the Staff’s comments, the Company is filing via Edgar Amendment No. 2 to the Registration Statement (the “Amendment
No. 2”) simultaneously with the submission of this response letter.

Amendment No. 1 to Registration Statement on Form F-1 filed April
11, 2024

Prospectus Summary

Our Corporate History and Structure, page 4

    1.
    Please revise to disclose the reasons for
    creating and incorporating WF International Nevada LLC in December 2023 here and elsewhere as appropriate.

In response to the Staff’s comment,
we have revised disclosures in the “Prospectus Summary” section on page 4 and in the “Corporate History and Structure”
section on page 60 of the Amendment No. 2.

Risk Factors, page 18

    2.
    Please revise the risk
    factor on page 32 regarding the failure to make adequate contributions to various employee benefit plans to clarify what you mean
    when you state you pay the social insurance premium and housing funds on a lower basis.

    In response
    to the Staff’s comment, we have revised the risk factor disclosures in the “Risk Factor” section on page 32 of
    the Amendment No. 2.

Management’s Discussion and Analysis of Financial Condition
and Results of Operations

Liquidity and Capital Resources, page 68

3.
We refer you to note 8 of your audited financial statements
which indicates that you repaid two of your four short-term bank loans during December 2023 and January 2024. We further note there are
two loans that have not been specifically identified as being repaid and that such loans matured in December 2023. Please address the
following:

●
Please tell us and revise your filing to clarify from
what source you have repaid the $411,185 and $685,307 loans.

●
Please tell us and revise your filing to clarify the
status of the $479,714 and $342,654   loans. In that regard, please clarify if such loans have been repaid, extended, in
default, refinanced, or received some other action as of the date of your filing.

We respectfully advise the Staff that, the short-term bank loans in the amounts
of $411,185 and $685,307 were repaid in full through cash inflows from operations. The short-term loan in the amount of $479,714
with a maturity date of December 5, 2023 and the short-term loan in the amount of $342,654 with a maturity date of December 7, 2023 were
both fully repaid upon maturity in December 2023, through cash inflows from operations. In response to the Staff’s comment, we have
revised disclosures in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section
on page 68 and the note 8 of our audited financial statements on page F-24 of the Amendment No. 2.

We thank the Staff in advance
for its consideration of the foregoing. Should you have any questions, please do not hesitate to contact our legal counsel, Richard I.
Anslow, Esq., of Ellenoff Grossman & Schole LLP, at (212) 370-1300.

Sincerely,

By:
/s/ Ke Chen

Name:
Ke Chen

Title:
Chief Executive Officer

    cc:
    Ellenoff Grossman &
    Schole LLP