Correspondence 0001731122-25-000260 from WF International Ltd. (WXM)
WF International Ltd.
Date: Feb. 19, 2025 · CIK: 0001979610 · Accession: 0001731122-25-000260
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-275382
Letter
VIA EDGAR Division of Corporation Finance Office of Real Estate & Construction Attention: Ronald (Ron) E. Alper Re: WF International Ltd. Post-Effective Amendment No. 1 to Registration Statement on Form F-1 Filed the date hereof File No. 333-275382
Dear Mr. Alper:
WF International Ltd. (the “Company,” “we,” “our” or “us”) hereby submit this letter to the staff (the “Staff”, “you” or “your”) of the U.S. Securities and Exchange Commission (the “Commission”), in connection with the Post-Effective Amendment No. 1 to Registration Statement on Form F-1 (the “Post-Effective Amendment No. 1”) to be filed with the Commission on the date hereof.
On November 8, 2023, the Company filed a Registration Statement on Form F-1 (File No.333-275382) (as amended, the “Registration Statement”) in connection with the initial public offering of its ordinary shares (the “Offering”). The Registration Statement was declared effective by the Commission on December 20, 2024. The Nasdaq Stock Market LLC approved the listing of the Company’s ordinary shares on the Nasdaq Capital Market on January 16, 2025. However, to date, no securities have been sold under the Registration Statement and the Company has not consummated the Offering.
The Company and the underwriters wish to proceed with the Offering. Therefore, the Company is filing this Post-Effective Amendment No. 1 to include its most recent audited financial statements and update certain other information. No additional securities are registered under this Post-Effective Amendment No. 1 and the terms of the Offering remain unchanged. All applicable registration fees were paid at the time of the original filing of the Registration Statement.
We thank the Staff in advance for its consideration of the foregoing and review of our filings related to the Offering. 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
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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
February 19, 2025
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.
Post-Effective Amendment No. 1 to Registration Statement on Form F-1
Filed the date hereof
File No. 333-275382
Dear Mr. Alper:
WF International Ltd. (the “Company,”
“we,” “our” or “us”) hereby submit this letter to the staff (the “Staff”,
“you” or “your”) of the U.S. Securities and Exchange Commission (the “Commission”),
in connection with the Post-Effective Amendment No. 1 to Registration Statement on Form F-1 (the “Post-Effective Amendment No.
1”) to be filed with the Commission on the date hereof.
On November 8, 2023, the Company filed a Registration Statement on Form F-1 (File No.333-275382) (as amended, the “Registration Statement”)
in connection with the initial public offering of its ordinary shares (the “Offering”). The Registration Statement was declared
effective by the Commission on December 20, 2024. The Nasdaq Stock Market LLC approved the listing of the Company’s ordinary shares
on the Nasdaq Capital Market on January 16, 2025. However, to date, no securities have been sold under the Registration Statement and
the Company has not consummated the Offering.
The Company and the underwriters
wish to proceed with the Offering. Therefore, the Company is filing this Post-Effective Amendment No. 1 to include its most recent audited
financial statements and update certain other information. No additional securities are registered under this Post-Effective Amendment
No. 1 and the terms of the Offering remain unchanged. All applicable registration fees were paid at the time of the original filing of
the Registration Statement.
We thank the Staff in advance for
its consideration of the foregoing and review of our filings related to the Offering. 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