SEC Comment Letter 0000000000-23-013465 to Joint Stock Co Kaspi.kz (KSPI)
Joint Stock Co Kaspi.kz
Date: Dec. 11, 2023 · CIK: 0001985487 · Accession: 0000000000-23-013465
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Letter
United States securities and exchange commission logo December 11, 2023 Mikheil Lomtadze Chief Executive Officer Joint Stock Co Kaspi.kz 154A Nauryzbay Batyr Street Almaty, 050013, Kazakhstan Re:Joint Stock Co Kaspi.kz Amendment No. 2 to Draft Registration Statement on Form F-1 Submitted November 9, 2023 CIK No. 0001985487 Dear Mikheil Lomtadze: We have reviewed your amended draft registration statement and have the following comments. Please respond to this letter by providing the requested information and either submitting an amended draft registration statement or publicly filing your registration statement on EDGAR. 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 the information you provide in response to this letter and your amended draft registration statement or filed registration statement, we may have additional comments. Amendment No. 2 to Draft Registration Statement on Form F-1 submitted November 9, 2023 Cover page 1.Please revise the cover page to clearly state that the ADSs being sold in the offering by the selling shareholders are a portion of the existing Regulation S GDRs that will have been redesignated as ADSs. Additionally, clarify what currency the ADSs will trade in on each exchange. Risk Factors The ADSs will trade on more than one market and this may result in increased volatility..., page 2.Please confirm the accuracy of the last sentence of this risk factor and whether the current shares will remain in their current markets. Revise the risk factor to clarify that ADSs will also trade on KASE
FirstName LastNameMikheil Lomtadze Comapany NameJoint Stock Co Kaspi.kz December 11, 2023 Page 2 FirstName LastName Mikheil Lomtadze Joint Stock Co Kaspi.kz December 11, 2023 Page 2 Please contact Ryan Rohn at 202-551-3739 or Stephen Krikorian at 202-551-3488 if you have questions regarding comments on the financial statements and related matters. Please contact Aliya Ishmukhamedova at 202-551-7519 or Jan Woo at 202-551-3453 with any other questions. Sincerely, Division of Corporation Finance Office of Technology cc: Nicholas P. Pellicani
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United States securities and exchange commission logo
December 11, 2023
Mikheil Lomtadze
Chief Executive Officer
Joint Stock Co Kaspi.kz
154A Nauryzbay Batyr Street
Almaty, 050013, Kazakhstan
Re:Joint Stock Co Kaspi.kz
Amendment No. 2 to Draft Registration Statement on Form F-1
Submitted November 9, 2023
CIK No. 0001985487
Dear Mikheil Lomtadze:
We have reviewed your amended draft registration statement and have the following
comments.
Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. 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 the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional comments.
Amendment No. 2 to Draft Registration Statement on Form F-1 submitted November 9, 2023
Cover page
1.Please revise the cover page to clearly state that the ADSs being sold in the offering by the
selling shareholders are a portion of the existing Regulation S GDRs that will have been
redesignated as ADSs. Additionally, clarify what currency the ADSs will trade in on each
exchange.
Risk Factors
The ADSs will trade on more than one market and this may result in increased volatility..., page
65
2.Please confirm the accuracy of the last sentence of this risk factor and whether the current
shares will remain in their current markets. Revise the risk factor to clarify that ADSs will
also trade on KASE
FirstName LastNameMikheil Lomtadze
Comapany NameJoint Stock Co Kaspi.kz
December 11, 2023 Page 2
FirstName LastName
Mikheil Lomtadze
Joint Stock Co Kaspi.kz
December 11, 2023
Page 2
Please contact Ryan Rohn at 202-551-3739 or Stephen Krikorian at 202-551-3488 if you
have questions regarding comments on the financial statements and related matters. Please
contact Aliya Ishmukhamedova at 202-551-7519 or Jan Woo at 202-551-3453 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc: Nicholas P. Pellicani