Correspondence 0001987189-24-000009 from Smart Logistics Global Ltd (SLGB)
Smart Logistics Global Ltd
Date: Nov. 20, 2024 · CIK: 0001987189 · Accession: 0001987189-24-000009
AI Filing Summary & Sentiment
File numbers found in text: 333-282504
Referenced dates: October 17, 2024
Letter
United States Securities and Exchange Commission Division of Corporation Finance Office of Energy & Transportation Re: Smart Logistics Global Limited Registration Statement on Form F-1 Filed October 4, 2024 File No. 333-282504
Dear Ms. Rios and Ms. Dorin:
On behalf of our client, Smart Logistics Global Limited (the “Company”), we hereby provide a response to the comments issued in a letter dated October 17, 2024 (the “Staff’s Letter”) regarding the Company’s Registration Statement on Form F-1 (the “F-1”). Contemporaneously, we are filing the Amendment No. 1 to Registration Statement on Form F-1 via Edgar (the “F-1/A”).
In order to facilitate the review by the staff of the Securities and Exchange Commission (the “Staff”) of the F-1/A, we have responded, on behalf of the Company, to the comments set forth in the Staff’s Letter on a point-by-point basis. The numbered paragraphs set forth below respond to the Staff’s comments and correspond to the numbered paragraph in the Staff’s Letter.
Registration Statement on Form F-1
Index to Financial Statements, page F-1
1.Please revise to include the interim financial statements as required by Item 8.A.5 of Form 20–F or tell us why it is not required.
Response: In response to the Staff’s comments, the Company has included the interim financial statements in the F-1/A.
Los Angeles New York Chicago Nashville Washington, DC San Francisco Beijing Hong Kong www.loeb.com
For the United States offices, a limited liability partnership including professional corporations. For Hong Kong office, a limited liability partnership.
240120538.1 241838-10001
United States Securities and Exchange Commission
November 20, 2024 Page 2
Report of Independent Registered Public Accounting Firm, page F-2
2.Please amend your registration statement to have your auditor remove the language in the third paragraph which states "and in accordance with auditing standards generally accepted in the United States of America." Please refer to PCAOB Auditing Standard 3101.
Response: In response to the Staff’s comments, the auditor has updated the Report of Independent Registered Public Accounting Firm on page F-23.
General
3.Please file as an exhibit to your registration statement your amended and restated memorandum and articles of association that were adopted on September 24, 2024.
Response: In response to the Staff’s comments, the Company has filed amended and restated memorandum and articles of association that were adopted on September 24, 2024 as an exhibit to the F-1/A.
4.Please revise to provide the information required by Item 701 of Regulation S-K. In that regard, we note that the Share Subscription was effectuated on September 24, 2024.
Response: In response to the Staff’s comments, the Company has added the disclosure on page II-2 of the F-1/A.
Please call me at 202-524-8470 if you would like additional information with respect to any of the foregoing. Thank you.
Sincerely,
/s/ Jane Tam
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CORRESP 1 filename1.htm Loeb & Loeb LLP 901 New York Avenue, N.W. Washington, D.C. 20001 345 Park Avenue New York, NY 10154 Main202.618.5000 Fax202.217.2554 Main212.407.4000 Fax212.407.4990 November 20, 2024 United States Securities and Exchange Commission Division of Corporation Finance Office of Energy & Transportation 100 F Street, N.E. Washington, D.C. 20549 Attn: Claudia Rios and Karina Dorin Re: Smart Logistics Global Limited Registration Statement on Form F-1 Filed October 4, 2024 File No. 333-282504 Dear Ms. Rios and Ms. Dorin: On behalf of our client, Smart Logistics Global Limited (the “Company”), we hereby provide a response to the comments issued in a letter dated October 17, 2024 (the “Staff’s Letter”) regarding the Company’s Registration Statement on Form F-1 (the “F-1”). Contemporaneously, we are filing the Amendment No. 1 to Registration Statement on Form F-1 via Edgar (the “F-1/A”). In order to facilitate the review by the staff of the Securities and Exchange Commission (the “Staff”) of the F-1/A, we have responded, on behalf of the Company, to the comments set forth in the Staff’s Letter on a point-by-point basis. The numbered paragraphs set forth below respond to the Staff’s comments and correspond to the numbered paragraph in the Staff’s Letter. Registration Statement on Form F-1 Index to Financial Statements, page F-1 1.Please revise to include the interim financial statements as required by Item 8.A.5 of Form 20–F or tell us why it is not required. Response: In response to the Staff’s comments, the Company has included the interim financial statements in the F-1/A. Los Angeles New York Chicago Nashville Washington, DC San Francisco Beijing Hong Kong www.loeb.com For the United States offices, a limited liability partnership including professional corporations. For Hong Kong office, a limited liability partnership. 240120538.1 241838-10001 United States Securities and Exchange Commission November 20, 2024 Page 2 Report of Independent Registered Public Accounting Firm, page F-2 2.Please amend your registration statement to have your auditor remove the language in the third paragraph which states "and in accordance with auditing standards generally accepted in the United States of America." Please refer to PCAOB Auditing Standard 3101. Response: In response to the Staff’s comments, the auditor has updated the Report of Independent Registered Public Accounting Firm on page F-23. General 3.Please file as an exhibit to your registration statement your amended and restated memorandum and articles of association that were adopted on September 24, 2024. Response: In response to the Staff’s comments, the Company has filed amended and restated memorandum and articles of association that were adopted on September 24, 2024 as an exhibit to the F-1/A. 4.Please revise to provide the information required by Item 701 of Regulation S-K. In that regard, we note that the Share Subscription was effectuated on September 24, 2024. Response: In response to the Staff’s comments, the Company has added the disclosure on page II-2 of the F-1/A. Please call me at 202-524-8470 if you would like additional information with respect to any of the foregoing. Thank you. Sincerely, /s/ Jane Tam Jane Tam Senior Counsel cc: Hue Kwok Chiu, Chief Executive Officer of Smart Logistics Global Limited 240120538.1 241838-10001