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SEC Comment Letter 0000000000-24-005733 to PS International Group Ltd. (PSIG) (CIK 0001997201) (PSIG)

PS International Group Ltd. (PSIG) (CIK 0001997201)
Date: May 17, 2024 · CIK: 0001997201 · Accession: 0000000000-24-005733

AI Filing Summary & Sentiment

Date
May 17, 2024
Author
Not clearly detected
Form
UPLOAD
Company
PS International Group Ltd. (PSIG) (CIK 0001997201)

Letter

United States securities and exchange commission logo May 17, 2024 Hok Wai Alex Ko Chief Executive Officer PS International Group Ltd. Unit 1002, 10/F Join-in Hang Sing Centre No.2-16 Kwai Fung Crescent, Kwai Chung New Territories, Hong Kong Re:PS International Group Ltd. Amendment No. 2 to Draft Registration Statement on Form F-4 Submitted May 9, 2024 CIK No. 0001997201 Dear Hok Wai Alex Ko: 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 April 2, 2024 letter. Amendment No. 2 to Draft Registration Statement on Form F-4 Cover Page 1.We note your revised disclosure in response to prior comment 1. Please expand your disclosure to quantify the dividends paid to shareholders in November 2023. 2.You disclose that almost all of PSI's operations are located in Hong Kong. Please revise your disclosure to clarify whether any of PSI's operations are located within mainland China.

FirstName LastNameHok Wai Alex Ko Comapany NamePS International Group Ltd. May 17, 2024 Page 2 FirstName LastName Hok Wai Alex Ko PS International Group Ltd. May 17, 2024 Page 2 Summary of Risk Factor, page 37 3.We note your response to prior comment 4 and reissue the comment. Please revise to include cross-references to the more detailed discussion of each of these risks in the prospectus. Risk Factors Risks Related to AIB and the Business Combination Nasdaq may delist AIB's securities from trading on its exchange prior to the Business Combination..., page 75 4.We note your disclosure on page 76 that on May 7, 2024 AIB received a written notice from the Panel indicating that the Panel had decided to delist AIB's securities from Nasdaq and trading of AIB securities was suspended at the open of trading on May 9, 2024. Please revise your disclosure throughout the proxy statement/prospectus to reflect that AIB's securities have been delisted from Nasdaq and the risks and impacts this has on holders of your securities, including the obligations of PSI and Pubco. For example, we note that the business combination agreement may be terminated by PSI if AIB's ordinary shares have become delisted from Nasdaq and are not relisted within 60 days. Enforceability of Civil Liabilities, page 254 5.We note your disclosure that all of your directors and executive officers are nationals and/or residents of countries other than the United States. Please revise your disclosure to identify the relevant individuals who are located in Hong Kong or the PRC. Annex D, page D-1 6.Your response to prior comment 10 states that you have filed the complete final opinion delivered to the AIB Board. However, the cover page to the Fairness Opinion included as Annex D indicates that it is a draft. Please advise or revise. Please contact Gus Rodriguez at 202-551-3752 or Mark Wojciechowski at 202-551-3759 if you have questions regarding comments on the financial statements and related matters. Please contact Michael Purcell at 202-551-5351 or Karina Dorin at 202-551-3763 with any other questions. Sincerely, Division of Corporation Finance Office of Energy & Transportation cc: Will Cai

Show Raw Text
United States securities and exchange commission logo
May 17, 2024
Hok Wai Alex Ko
Chief Executive Officer
PS International Group Ltd.
Unit 1002, 10/F
Join-in Hang Sing Centre
No.2-16 Kwai Fung Crescent, Kwai Chung
New Territories, Hong Kong
Re:PS International Group Ltd.
Amendment No. 2 to Draft Registration Statement on Form F-4
Submitted May 9, 2024
CIK No. 0001997201
Dear Hok Wai Alex Ko:
            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
April 2, 2024 letter.
Amendment No. 2 to Draft Registration Statement on Form F-4
Cover Page
1.We note your revised disclosure in response to prior comment 1. Please expand your
disclosure to quantify the dividends paid to shareholders in November 2023.
2.You disclose that almost all of PSI's operations are located in Hong Kong. Please revise
your disclosure to clarify whether any of PSI's operations are located within mainland
China.

 FirstName LastNameHok Wai Alex Ko
 Comapany NamePS International Group Ltd.
 May 17, 2024 Page 2
 FirstName LastName
Hok Wai Alex Ko
PS International Group Ltd.
May 17, 2024
Page 2
Summary of Risk Factor, page 37
3.We note your response to prior comment 4 and reissue the comment.  Please revise to
include cross-references to the more detailed discussion of each of these risks in the
prospectus.
Risk Factors
Risks Related to AIB and the Business Combination
Nasdaq may delist AIB's securities from trading on its exchange prior to the Business
Combination..., page 75
4.We note your disclosure on page 76 that on May 7, 2024 AIB received a written notice
from the Panel indicating that the Panel had decided to delist AIB's securities from
Nasdaq and trading of AIB securities was suspended at the open of trading on May 9,
2024. Please revise your disclosure throughout the proxy statement/prospectus to reflect
that AIB's securities have been delisted from Nasdaq and the risks and impacts this has on
holders of your securities, including the obligations of PSI and Pubco. For example, we
note that the business combination agreement may be terminated by PSI if AIB's ordinary
shares have become delisted from Nasdaq and are not relisted within 60 days.
Enforceability of Civil Liabilities, page 254
5.We note your disclosure that all of your directors and executive officers are nationals
and/or residents of countries other than the United States.  Please revise your disclosure to
identify the relevant individuals who are located in Hong Kong or the PRC.
Annex D, page D-1
6.Your response to prior comment 10 states that you have filed the complete final opinion
delivered to the AIB Board. However, the cover page to the Fairness Opinion included as
Annex D indicates that it is a draft. Please advise or revise.
            Please contact Gus Rodriguez at 202-551-3752 or Mark Wojciechowski at 202-551-3759
if you have questions regarding comments on the financial statements and related matters. Please
contact Michael Purcell at 202-551-5351 or Karina Dorin at 202-551-3763 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Will Cai