Correspondence 0001641172-25-000869 from Ten-League International Holdings Ltd (TLIH)
Ten-League International Holdings Ltd
Date: March 27, 2025 · CIK: 0001982012 · Accession: 0001641172-25-000869
AI Filing Summary & Sentiment
File numbers found in text: 333-275240
Referenced dates: March 26, 2025
Letter
Division of Corporation Finance Office of Trade & Services F Street, N.E. Washington, DC 20549 Re: Ten-League International Holdings Limited Response to the Staff's Comments on Amendment No. 10 to Registration Statement on Form F-1 Filed on March 17, 2025 File No. 333-275240
Dear Ms. Mohammed, Ms. Shenk, Mr. Nalbantian, Ms. Jaskot:
On behalf of our client, Ten-League International Holdings Limited, a foreign private issuer organized under the laws of the Cayman Islands (the " Company "), we are filing herewith the Company's registration statement on Form F-1 (the " Registration Statement ") and certain exhibits via EDGAR to the Securities and Exchange Commission (the " Commission ").
Concurrently with the filing of the Registration Statement, the Company is hereby in this letter setting forth the Company's responses to the comments contained in the letter from the staff of the Commission (the " Staff ") dated March 26, 2025 on the Company's Registration Statement filed on March 17, 2025.
The Staff's comments are repeated below in bold and are followed by the Company's responses. We have included page references in the Registration Statement where the language addressing a particular comment appears. Capitalized terms used but not otherwise defined herein have the meanings set forth in the Registration Statement.
Partners: Edwin Luk, June Chan, Connie Cheung, Keith Cheung*#, William Ho, David Liao, Charles Mo, Billy Wong and Yan Zeng
Registered Foreign Lawyers: Eli Gao (New York), Maurice Hoo (California), Alice Huang (California), Mathew Lewis (New York), Louise Liu (New York), Vivien Yu (New South Wales), and Ning Zhang (New York)
*China-Appointed Attesting Officer #Notary Public of Hong Kong
19th Floor Edinburgh Tower, The Landmark 15 Queen's Road Central Hong Kong
+852.3551.8500 +852.3006.4346
Amendment No. 10 to Registration Statement on Form F-1, Filed March 17, 2025
Business
Our Business Strategies
We intend to expand our engineering, procurement, construction and commissioning, or
EPCC, service for deploying..., page 75
1. We note the removal of disclosure stating that you are undergoing the application for a "Certificate of Statutory Completion," but have not replaced that language. Please confirm, if true, that you have now been granted your "Certificate of Statutory Completion."
In response to the Staff's comment, the Company has revised the disclosure on page 75 of the Registration Statement.
2. Revise to update your discussion for the most recent fiscal year up to the date of the registration statement. Refer to Item 7.B. of Form 20-F.
In response to the Staff's comment, the Company has revised the disclosure on pages 111,112 and 113 of the Registration Statement.
If you have any questions regarding the Registration Statement, please contact the undersigned by phone at +852.3551.8688 or via email at louise.liu@morganlewis.com.
Very
truly yours
By:
/s/
Louise Liu
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CORRESP 1 filename1.htm Morgan, Lewis & Bockius c/o 19th Floor, Edinburgh Tower, The Landmark 15 Queen's Road Central, Hong Kong Direct: +852.3551.8500 Fax: +852.3006.4346 www.morganlewis.com WRITER'S DIRECT LINE +852.3551.8688 WRITER'S EMAIL louise.liu@morganlewis.com March 27, 2025 Confidential Ms. Nasreen Mohammed Ms. Lyn Shenk Mr. Nicholas Nalbantian Ms. Erin Jaskot Division of Corporation Finance Office of Trade & Services U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Re: Ten-League International Holdings Limited Response to the Staff's Comments on Amendment No. 10 to Registration Statement on Form F-1 Filed on March 17, 2025 File No. 333-275240 Dear Ms. Mohammed, Ms. Shenk, Mr. Nalbantian, Ms. Jaskot: On behalf of our client, Ten-League International Holdings Limited, a foreign private issuer organized under the laws of the Cayman Islands (the " Company "), we are filing herewith the Company's registration statement on Form F-1 (the " Registration Statement ") and certain exhibits via EDGAR to the Securities and Exchange Commission (the " Commission "). Concurrently with the filing of the Registration Statement, the Company is hereby in this letter setting forth the Company's responses to the comments contained in the letter from the staff of the Commission (the " Staff ") dated March 26, 2025 on the Company's Registration Statement filed on March 17, 2025. The Staff's comments are repeated below in bold and are followed by the Company's responses. We have included page references in the Registration Statement where the language addressing a particular comment appears. Capitalized terms used but not otherwise defined herein have the meanings set forth in the Registration Statement. Partners: Edwin Luk, June Chan, Connie Cheung, Keith Cheung*#, William Ho, David Liao, Charles Mo, Billy Wong and Yan Zeng Registered Foreign Lawyers: Eli Gao (New York), Maurice Hoo (California), Alice Huang (California), Mathew Lewis (New York), Louise Liu (New York), Vivien Yu (New South Wales), and Ning Zhang (New York) *China-Appointed Attesting Officer #Notary Public of Hong Kong 19th Floor Edinburgh Tower, The Landmark 15 Queen's Road Central Hong Kong +852.3551.8500 +852.3006.4346 Amendment No. 10 to Registration Statement on Form F-1, Filed March 17, 2025 Business Our Business Strategies We intend to expand our engineering, procurement, construction and commissioning, or EPCC, service for deploying..., page 75 1. We note the removal of disclosure stating that you are undergoing the application for a "Certificate of Statutory Completion," but have not replaced that language. Please confirm, if true, that you have now been granted your "Certificate of Statutory Completion." In response to the Staff's comment, the Company has revised the disclosure on page 75 of the Registration Statement. 2. Revise to update your discussion for the most recent fiscal year up to the date of the registration statement. Refer to Item 7.B. of Form 20-F. In response to the Staff's comment, the Company has revised the disclosure on pages 111,112 and 113 of the Registration Statement. If you have any questions regarding the Registration Statement, please contact the undersigned by phone at +852.3551.8688 or via email at louise.liu@morganlewis.com. Very truly yours By: /s/ Louise Liu Louise Liu Partner cc: Jison Lim, Director and Chairman, Ten-League International Holdings Limited Lim Boon Ping, Chief Financial Officer, Ten-League International Holdings Limited Henry F. Schlueter, Esq., Schlueter & Associates, P.C.