Correspondence 0001493152-25-006183 from Great Restaurant Development Holdings Ltd (CIK 0001990643)
Great Restaurant Development Holdings Ltd (CIK 0001990643)
Date: Feb. 12, 2025 · CIK: 0001990643 · Accession: 0001493152-25-006183
AI Filing Summary & Sentiment
File numbers found in text: 333-283646
Referenced dates: January 16, 2025
Letter
Division of Corporation Finance Office of Trade & Services Re: Great Restaurant Development Holdings Ltd Amendment No. 1 to Registration Statement on Form F-1 Filed January 13, 2025 File No. 333-283646
Dear Mr. Nalbantian:
On behalf of The Great Restaurant Development Holdings Limited (the “Company”), we submit this letter in response to the comment letter dated January 16, 2025 from the U.S. Securities and Exchange Commission (the “Commission”) in which the staff of the Commission (the “Staff”) commented on the above-referenced Registration Statement on Form F-1 filed on January 13, 2025. Concurrently with the submission of this letter, we hereby file, via EDGAR, the Amended No. 2 to Registration Statement on Form F-1 (“F-1/A2”), which has been revised to reflect the Staff’s comments as well as certain other updates to the F-1.
For the Staff’s convenience, the Staff’s comment has been stated below in its entirety, with the Company’s response set out immediately underneath such comment. Page references below in the Company’s responses are to the page numbers in F-1/A2. Capitalized terms used but not otherwise defined herein have the meanings set forth in F-1/A2.
Amendment No. 1 to Registration Statement on Form F-1, Filed January 13, 2025
Index to Consolidated Financial Statements, page F-1
1. Pursuant to Item 8.A.4 of Form 20-F, please provide audited financial statements that are no more than twelve months old. Alternatively, to the extent you meet the 15-month criteria outlined in Instruction 2 to Item 8.A.4, please file the necessary representations as an exhibit to the registration statement.
RESPONSE: We note the Staff’s comment, and in response thereto, respectfully advise the Staff that we have filed a request for waiver and representation under Item 8.A.4 as Exhibit 99.8 to the F-1/A2.
We hope this response has addressed all of the Staff’s concerns relating to the comment letter. Should you have additional questions regarding the information contained herein, please contact our securities counsel William S. Rosenstadt, Esq., Jason Ye, Esq. or Yarona Yieh, Esq. of Ortoli Rosenstadt LLP at wsr@orllp.legal, jye@orllp.legal or yly@orllp.legal.
Sincerely,
/s/
Siu Ming Law
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CORRESP
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filename1.htm
The
Great Restaurant Development Holdings Limited
Ground
Floor and 1st Floor
No.
73 Chung On Street
Tsuen
Wan, New Territories
Hong
Kong
February
12, 2025
Division
of Corporation Finance
Office
of Trade & Services
U.S.
Securities and Exchange Commission
Washington,
D.C. 20549-4720
Attn:
Nicolas Nalbantian
Re:
Great
Restaurant Development Holdings Ltd
Amendment
No. 1 to Registration Statement on Form F-1
Filed
January 13, 2025
File
No. 333-283646
Dear
Mr. Nalbantian:
On
behalf of The Great Restaurant Development Holdings Limited (the “Company”), we submit this letter in response to
the comment letter dated January 16, 2025 from the U.S. Securities and Exchange Commission (the “Commission”) in which the
staff of the Commission (the “Staff”) commented on the above-referenced Registration Statement on Form F-1 filed on January
13, 2025. Concurrently with the submission of this letter, we hereby file, via EDGAR, the Amended No. 2 to Registration Statement on
Form F-1 (“F-1/A2”), which has been revised to reflect the Staff’s comments as well as certain other updates to the
F-1.
For
the Staff’s convenience, the Staff’s comment has been stated below in its entirety, with the Company’s response set
out immediately underneath such comment. Page references below in the Company’s responses are to the page numbers in F-1/A2. Capitalized
terms used but not otherwise defined herein have the meanings set forth in F-1/A2.
Amendment
No. 1 to Registration Statement on Form F-1, Filed January 13, 2025
Index
to Consolidated Financial Statements, page F-1
1.
Pursuant to Item 8.A.4 of Form 20-F, please provide audited financial statements that are no more than twelve months old. Alternatively,
to the extent you meet the 15-month criteria outlined in Instruction 2 to Item 8.A.4, please file the necessary representations as an
exhibit to the registration statement.
RESPONSE:
We note the Staff’s comment, and in response thereto, respectfully advise the Staff that we have filed a request for waiver and
representation under Item 8.A.4 as Exhibit 99.8 to the F-1/A2.
We
hope this response has addressed all of the Staff’s concerns relating to the comment letter. Should you have additional questions
regarding the information contained herein, please contact our securities counsel William S. Rosenstadt, Esq., Jason Ye, Esq. or Yarona
Yieh, Esq. of Ortoli Rosenstadt LLP at wsr@orllp.legal, jye@orllp.legal or yly@orllp.legal.
Sincerely,
/s/
Siu Ming Law
Siu
Ming Law
Chief
Executive Officer