SEC Comment Letter 0000000000-24-009056 to Star Fashion Culture Holdings Ltd (STFS)
Star Fashion Culture Holdings Ltd
Date: Aug. 8, 2024 · CIK: 0002003061 · Accession: 0000000000-24-009056
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File numbers found in text: 333-280198
Letter
August 8, 2024 Liu Xiaohua Chief Executive Officer Star Fashion Culture Holdings Limited 12F, No. 611, Sishui Road Huli District, Xiamen People’s Republic of China Re:Star Fashion Culture Holdings Limited Amendment No. 3 to Registration Statement on Form F-1 Filed August 2, 2024 File No. 333-280198 Dear Liu Xiaohua: We have reviewed your amended registration statement and have the following comment(s). 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. Amendment No. 3 to Registration Statement on Form F-1 filed August 2, 2024 Cover Page 1.Revise to verify your disclosure regarding estimated cash expenses for the offering, as the cover page currently states, "We expect our total cash expenses...to be approximately $[4.50]..." Underwriting, page 121 Please revise to remove the reference to WestPark Capital, Inc. and to eliminate inconsistencies between the disclosure in this section and the updated form of underwriting agreement on file as Exhibit 1.1 to the registration statement. For example, Section 1.1.1(i) of the form of underwriting agreement states that the company will issue
2.
August 8, 2024 Page 2 "an aggregate of 2,500,000" Class A ordinary shares, and Section 3.11 states that $50,000 of accountable expenses has been paid, while page 121 of the prospectus states that $70,000 has been paid. Please contact Tony Watson at 202-551-3318 or Joel Parker at 202-551-3651 if you have questions regarding comments on the financial statements and related matters. Please contact Rebekah Reed at 202-551-5332 or Dietrich King at 202-551-8071 with any other questions. Sincerely, Division of Corporation Finance Office of Trade & Services cc:Jeffrey Yeung
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August 8, 2024
Liu Xiaohua
Chief Executive Officer
Star Fashion Culture Holdings Limited
12F, No. 611, Sishui Road
Huli District, Xiamen
People’s Republic of China
Re:Star Fashion Culture Holdings Limited
Amendment No. 3 to Registration Statement on Form F-1
Filed August 2, 2024
File No. 333-280198
Dear Liu Xiaohua:
We have reviewed your amended registration statement and have the following
comment(s).
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.
Amendment No. 3 to Registration Statement on Form F-1 filed August 2, 2024
Cover Page
1.Revise to verify your disclosure regarding estimated cash expenses for the offering, as the
cover page currently states, "We expect our total cash expenses...to be approximately
$[4.50]..."
Underwriting, page 121
Please revise to remove the reference to WestPark Capital, Inc. and to eliminate
inconsistencies between the disclosure in this section and the updated form of
underwriting agreement on file as Exhibit 1.1 to the registration statement. For example,
Section 1.1.1(i) of the form of underwriting agreement states that the company will issue
2.
August 8, 2024
Page 2
"an aggregate of 2,500,000" Class A ordinary shares, and Section 3.11 states that $50,000
of accountable expenses has been paid, while page 121 of the prospectus states that
$70,000 has been paid.
Please contact Tony Watson at 202-551-3318 or Joel Parker at 202-551-3651 if you have
questions regarding comments on the financial statements and related matters. Please contact
Rebekah Reed at 202-551-5332 or Dietrich King at 202-551-8071 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Jeffrey Yeung