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SEC Comment Letter 0000000000-24-001101 to INLIF Ltd (INLF) (CIK 0001991592) (INLF)

INLIF Ltd (INLF) (CIK 0001991592)
Date: Jan. 29, 2024 · CIK: 0001991592 · Accession: 0000000000-24-001101

AI Filing Summary & Sentiment

Date
January 29, 2024
Author
Office of Technology
Form
UPLOAD
Company
INLIF Ltd (INLF) (CIK 0001991592)

Letter

United States securities and exchange commission logo January 29, 2024 Rongjun Xu Chief Executive Officer INLIF Limited No. 88, Hongsi Road Yangxi New Area, Honglai Town Nan’an City, Quanzhou The People’s Republic of China Re:INLIF Limited Amendment No. 1 to Draft Registration Statement on Form F-1 Submitted January 16, 2024 CIK No. 0001991592 Dear Rongjun Xu: 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. Unless we note otherwise, any references to prior comments are to comments in our December 4, 2023 letter. Amendment No. 1 to Draft Registration Statement on Form F-1 Prospectus Summary Our Corporate Structure, page 1 1.We note your response to prior comment 1. Please revise to clarify that actions by the Chinese government to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers could significantly limit or completely hinder your ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless.

FirstName LastNameRongjun Xu Comapany NameINLIF Limited January 29, 2024 Page 2 FirstName LastName Rongjun Xu INLIF Limited January 29, 2024 Page 2 General 2.We note the changes you made to your disclosure appearing on the cover page, Summary and Risk Factor 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 your initial submission on November 6, 2023 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. 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 revise or advise. Please contact Morgan Youngwood at 202-551-3479 or Stephen Krikorian at 202-551- 3488 if you have questions regarding comments on the financial statements and related matters. Please contact Jeff Kauten at 202-551-3447 or Matthew Derby at 202-551-3334 with any other questions. Sincerely, Division of Corporation Finance Office of Technology cc: Lisa Forcht

Show Raw Text
United States securities and exchange commission logo
January 29, 2024
Rongjun Xu
Chief Executive Officer
INLIF Limited
No. 88, Hongsi Road
Yangxi New Area, Honglai Town
Nan’an City, Quanzhou
The People’s Republic of China
Re:INLIF Limited
Amendment No. 1 to Draft Registration Statement on Form F-1
Submitted January 16, 2024
CIK No. 0001991592
Dear Rongjun Xu:
            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. Unless we note otherwise, any references to prior comments are to comments in our
December 4, 2023 letter.
Amendment No. 1 to Draft Registration Statement on Form F-1
Prospectus Summary
Our Corporate Structure, page 1
1.We note your response to prior comment 1.  Please revise to clarify that actions by the
Chinese government to exert more oversight and control over offerings that are conducted
overseas and/or foreign investment in China-based issuers could significantly limit or
completely hinder your ability to offer or continue to offer securities to investors and
cause the value of such securities to significantly decline or be worthless.

 FirstName LastNameRongjun Xu
 Comapany NameINLIF Limited
 January 29, 2024 Page 2
 FirstName LastName
Rongjun Xu
INLIF Limited
January 29, 2024
Page 2
General
2.We note the changes you made to your disclosure appearing on the cover page, Summary
and Risk Factor 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 your initial submission on November 6,
2023 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. 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 revise or advise.
            Please contact Morgan Youngwood at 202-551-3479 or Stephen Krikorian at 202-551-
3488 if you have questions regarding comments on the financial statements and related
matters. Please contact Jeff Kauten at 202-551-3447 or Matthew Derby at 202-551-3334 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Lisa Forcht