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SEC Comment Letter 0000000000-24-006714 to PS International Group Ltd. (PSIG) (CIK 0001997201) (PSIG)

PS International Group Ltd. (PSIG) (CIK 0001997201)
Date: June 11, 2024 · CIK: 0001997201 · Accession: 0000000000-24-006714

AI Filing Summary & Sentiment

File numbers found in text: 333-279807

Date
June 11, 2024
Author
Not clearly detected
Form
UPLOAD
Company
PS International Group Ltd. (PSIG) (CIK 0001997201)

Letter

United States securities and exchange commission logo June 11, 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. Registration Statement on Form F-4 Filed May 30, 2024 File No. 333-279807 Dear Hok Wai Alex Ko: We have reviewed your registration statement and have the following comments. Please respond to this letter by amending your registration statement and providing the requested information. 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 any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments. Unless we note otherwise, any references to prior comments are to comments in our May 17, 2024 letter. Registration Statement on Form F-4 Unaudited Pro Forma Condensed Combined Financial Information, page 152 1.We note you provided unaudited interim financial statements for AIB Acquisition Corp as of and for the quarterly period ended March 31, 2024 on pages F-26 to F-49 of the Form F-4. Please explain to us how you considered revising your pro forma financial statements to include the financial information for this interim period. Further, please tell us your intentions regarding the inclusion of updated interim financial statements for PSI Group Holdings Ltd in future filings. Exhibits 2.Please have counsel revise its opinion in Exhibit 5.1 to remove the assumptions in Sections 2(g) and (h). It is not appropriate for counsel to include in its opinion

FirstName LastNameHok Wai Alex Ko Comapany NamePS International Group Ltd. June 11, 2024 Page 2 FirstName LastName Hok Wai Alex Ko PS International Group Ltd. June 11, 2024 Page 2 assumptions that assume any of the material facts underlying the opinion. Refer to Section II.B.3.a of Staff Legal Bulletin No. 19. General 3.We note your revised disclosure in response to prior comment 4 states that Nasdaq’s initial listing requirements to list its securities on Nasdaq is a condition to the Closing. Please revise to clarify if such condition is waivable. Please also update your disclosure to advise if AIB requested in writing that the Counsel review the Panel’s decision within 15 days of the date of the Notice on May 7, 2024. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. 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
June 11, 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.
Registration Statement on Form F-4
Filed May 30, 2024
File No. 333-279807
Dear Hok Wai Alex Ko:
            We have reviewed your registration statement and have the following comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. 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 any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our May 17, 2024 letter.
Registration Statement on Form F-4
Unaudited Pro Forma Condensed Combined Financial Information, page 152
1.We note you provided unaudited interim financial statements for AIB Acquisition Corp as
of and for the quarterly period ended March 31, 2024 on pages F-26 to F-49 of the Form
F-4.  Please explain to us how you considered revising your pro forma financial
statements to include the financial information for this interim period. Further, please tell
us your intentions regarding the inclusion of updated interim financial statements for PSI
Group Holdings Ltd in future filings.
Exhibits
2.Please have counsel revise its opinion in Exhibit 5.1 to remove the assumptions in
Sections 2(g) and (h). It is not appropriate for counsel to include in its opinion

 FirstName LastNameHok Wai Alex Ko
 Comapany NamePS International Group Ltd.
 June 11, 2024 Page 2
 FirstName LastName
Hok Wai Alex Ko
PS International Group Ltd.
June 11, 2024
Page 2
assumptions that assume any of the material facts underlying the opinion. Refer to Section
II.B.3.a of Staff Legal Bulletin No. 19.
General
3.We note your revised disclosure in response to prior comment 4 states that Nasdaq’s
initial listing requirements to list its securities on Nasdaq is a condition to the Closing.
Please revise to clarify if such condition is waivable.  Please also update your disclosure
to advise if AIB requested in writing that the Counsel review the Panel’s decision within
15 days of the date of the Notice on May 7, 2024.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            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