SEC Comment Letter 0000000000-24-007041 to Luda Technology Group Ltd (LUD)
Luda Technology Group Ltd
Date: June 20, 2024 · CIK: 0001984124 · Accession: 0000000000-24-007041
AI Filing Summary & Sentiment
File numbers found in text: 333-277647
Letter
United States securities and exchange commission logo June 20, 2024 Ma Biu Chief Executive Officer Luda Technology Group Limited Unit H, 13/F, Kaiser Estate Phase 2 47-53 Man Yue Street Hung Hom, Kowloon Hong Kong Re:Luda Technology Group Limited Amendment No. 1 to Registration Statement on Form F-1 Filed June 7, 2024 File No. 333-277647 Dear Ma Biu: We have reviewed your amended registration statement and have the following comment(s). 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. 1 to Registration Statement on Form F-1 General 1.We note the changes you made to your disclosure appearing on the cover page, summary and risk factors sections relating to legal and operational risks associated with operating in China and PRC regulations. It is unclear to us that there have been changes in the regulatory environment in the PRC since the filing on March 4, 2024 warranting revised disclosure to mitigate the challenges you face and related disclosures. The Sample Letters to China-Based Companies sought specific disclosure relating to the risk that the PRC government may intervene in or influence your operations at any time, or may exert control over operations of your business, which could result in a material change in your operations and/or the value of the securities you are registering for sale. We remind you that, pursuant to federal securities rules, the term “control” (including the terms
FirstName LastName Ma Biu Comapany NameLuda Technology Group Limited June 20, 2024 Page 2 FirstName LastName Ma Biu Luda Technology Group Limited June 20, 2024 Page 2 “controlling,” “controlled by,” and “under common control with”) as defined in Securities Act Rule 405 means “the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract, or otherwise.” The Sample Letters also sought specific disclosures relating to uncertainties regarding the enforcement of laws and that the rules and regulations in China can change quickly with little advance notice. We do not believe that your revised disclosure referencing the PRC government’s intent to strengthen its regulatory oversight conveys the same risk. Please restore your disclosures in these areas to the disclosures as they existed in the registration statement as of March 4, 2024. Please contact Charles Eastman at 202-551-3794 or Hugh West at 202-551-3872 if you have questions regarding comments on the financial statements and related matters. Please contact Alex King at 202-551-8631 or Evan Ewing at 202-551-5920 with any other questions. Sincerely, Division of Corporation Finance Office of Manufacturing cc: Lawrence Venick
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United States securities and exchange commission logo
June 20, 2024
Ma Biu
Chief Executive Officer
Luda Technology Group Limited
Unit H, 13/F, Kaiser Estate Phase 2
47-53 Man Yue Street
Hung Hom, Kowloon
Hong Kong
Re:Luda Technology Group Limited
Amendment No. 1 to Registration Statement on Form F-1
Filed June 7, 2024
File No. 333-277647
Dear Ma Biu:
We have reviewed your amended registration statement and have the following
comment(s).
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. 1 to Registration Statement on Form F-1
General
1.We note the changes you made to your disclosure appearing on the cover page, summary
and risk factors sections relating to legal and operational risks associated with operating in
China and PRC regulations. It is unclear to us that there have been changes in the
regulatory environment in the PRC since the filing on March 4, 2024 warranting revised
disclosure to mitigate the challenges you face and related disclosures. The Sample Letters
to China-Based Companies sought specific disclosure relating to the risk that the PRC
government may intervene in or influence your operations at any time, or may exert
control over operations of your business, which could result in a material change in your
operations and/or the value of the securities you are registering for sale. We remind you
that, pursuant to federal securities rules, the term “control” (including the terms
FirstName LastName Ma Biu
Comapany NameLuda Technology Group Limited
June 20, 2024 Page 2
FirstName LastName
Ma Biu
Luda Technology Group Limited
June 20, 2024
Page 2
“controlling,” “controlled by,” and “under common control with”) as defined in Securities
Act Rule 405 means “the possession, direct or indirect, of the power to direct or cause the
direction of the management and policies of a person, whether through the ownership of
voting securities, by contract, or otherwise.” The Sample Letters also sought specific
disclosures relating to uncertainties regarding the enforcement of laws and that the rules
and regulations in China can change quickly with little advance notice. We do not believe
that your revised disclosure referencing the PRC government’s intent to strengthen its
regulatory oversight conveys the same risk. Please restore your disclosures in these areas
to the disclosures as they existed in the registration statement as of March 4, 2024.
Please contact Charles Eastman at 202-551-3794 or Hugh West at 202-551-3872 if you
have questions regarding comments on the financial statements and related matters. Please
contact Alex King at 202-551-8631 or Evan Ewing at 202-551-5920 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc: Lawrence Venick