SEC Comment Letter 0000000000-24-007917 to Cre8 Enterprise Ltd (CRE)
Cre8 Enterprise Ltd
Date: July 12, 2024 · CIK: 0002003977 · Accession: 0000000000-24-007917
AI Filing Summary & Sentiment
Letter
July 12, 2024 Sze Ting Cho Chief Executive Officer Cre8 Enterprise Limited 1/F, China Building 29 Queen’s Road Central, Hong Kong Re:Cre8 Enterprise Limited Amendment No. 3 to Draft Registration Statement on Form F-1 Submitted June 21, 2024 CIK No. 0002003977 Dear Sze Ting Cho: 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. Amendment No. 3 to Draft Registration Statement on Form F-1 Prospectus Summary Transfers of Cash to and from Our Operating Subsidiary in Hong Kong, page 7 1.We note your revised disclosure that, for the years ended December 31, 2022 and 2023, certain amounts were transferred between Cre8 Hong Kong and Cre8 China. Please update to reflect the information as of the date of the document. Use of Proceeds, page 58 2.We note your revised disclosure that approximately 25% of the net proceeds is expected to be used for, among other things, strategic investment and acquisition. Please explain how this disclosure complies Item 3.C.2 and 3 of Form 20-F or revise.
July 12, 2024 Page 2 Capitalization, page 62 3.Please update the capitalization table as of a date no earlier than 60 days prior to the date of the document. Refer to Item 3.B of Form 20-F. Management's Discussion and Analysis of Financial Condition and Results of Operations Period to period Comparison of Results of Operations Selling and marketing expenses, page 73 4.We note your disclosure that your selling and marketing expenses decreased from the year ended December 31, 2022 to the year ended December 31, 2023, “mainly due to the decrease in employee compensation and benefits and sales commission in FY2023 due to the absence of override commission during the year.” Please revise to elaborate on this reason and how it differs from the increase of your employee compensation and benefits expense under general and administrative expenses. Refer to the two tables on page 71. Liquidity and Capital Resources Bank borrowings, page 80 5.We note your revised disclosure about the government guaranteed SME loan for the year ended December 31, 2023. Please explain how this disclosure complies Item 5.B.2 of Form 20-F or revise. Related Party Transactions, page 115 6.Please update this section to also provide the information as of the date of the document. Refer to Item 7.B of Form 20-F. Part II - Information Not Required in the Prospectus Item 9. Undertakings, page II-3 7.We note your undertaking provided pursuant to Item 512(a) of Regulation S-K. However, we note that you did not check the box on the registration statement cover page that you are offering the shares in this offering on a delayed or continuous basis pursuant to Rule 415 of the Securities Act. Please revise. General 8.We note your disclosure on pages Alt-4 and 5 that the selling securityholders may sell their securities through purchases by a broker-dealer as principal and resales by the broker-dealer for its account. Please revise to confirm your understanding that this would constitute a material change to your plan of distribution requiring a post-effective amendment. Refer to your undertaking provided pursuant to Item 512(a)(1)(iii) of Regulation S-K.
July 12, 2024 Page 3 Please contact Charles Eastman at 202-551-3794 or Martin James at 202-551-3671 if you have questions regarding comments on the financial statements and related matters. Please contact Jenny O'Shanick at 202-551-8005 or Erin Purnell at 202-551-3454 with any other questions. Sincerely, Division of Corporation Finance Office of Manufacturing
Show Raw Text
July 12, 2024
Sze Ting Cho
Chief Executive Officer
Cre8 Enterprise Limited
1/F, China Building
29 Queen’s Road Central, Hong Kong
Re:Cre8 Enterprise Limited
Amendment No. 3 to
Draft Registration Statement on Form F-1
Submitted June 21, 2024
CIK No. 0002003977
Dear Sze Ting Cho:
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.
Amendment No. 3 to Draft Registration Statement on Form F-1
Prospectus Summary
Transfers of Cash to and from Our Operating Subsidiary in Hong Kong, page 7
1.We note your revised disclosure that, for the years ended December 31, 2022 and 2023,
certain amounts were transferred between Cre8 Hong Kong and Cre8 China. Please
update to reflect the information as of the date of the document.
Use of Proceeds, page 58
2.We note your revised disclosure that approximately 25% of the net proceeds is expected
to be used for, among other things, strategic investment and acquisition. Please explain
how this disclosure complies Item 3.C.2 and 3 of Form 20-F or revise.
July 12, 2024
Page 2
Capitalization, page 62
3.Please update the capitalization table as of a date no earlier than 60 days prior to the date
of the document. Refer to Item 3.B of Form 20-F.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Period to period Comparison of Results of Operations
Selling and marketing expenses, page 73
4.We note your disclosure that your selling and marketing expenses decreased from the year
ended December 31, 2022 to the year ended December 31, 2023, “mainly due to the
decrease in employee compensation and benefits and sales commission in FY2023 due to
the absence of override commission during the year.” Please revise to elaborate on this
reason and how it differs from the increase of your employee compensation and benefits
expense under general and administrative expenses. Refer to the two tables on page 71.
Liquidity and Capital Resources
Bank borrowings, page 80
5.We note your revised disclosure about the government guaranteed SME loan for the year
ended December 31, 2023. Please explain how this disclosure complies Item 5.B.2 of
Form 20-F or revise.
Related Party Transactions, page 115
6.Please update this section to also provide the information as of the date of the document.
Refer to Item 7.B of Form 20-F.
Part II - Information Not Required in the Prospectus
Item 9. Undertakings, page II-3
7.We note your undertaking provided pursuant to Item 512(a) of Regulation S-K. However,
we note that you did not check the box on the registration statement cover page that you
are offering the shares in this offering on a delayed or continuous basis pursuant to Rule
415 of the Securities Act. Please revise.
General
8.We note your disclosure on pages Alt-4 and 5 that the selling securityholders may sell
their securities through purchases by a broker-dealer as principal and resales by the
broker-dealer for its account. Please revise to confirm your understanding that this would
constitute a material change to your plan of distribution requiring a post-effective
amendment. Refer to your undertaking provided pursuant to Item 512(a)(1)(iii) of
Regulation S-K.
July 12, 2024
Page 3
Please contact Charles Eastman at 202-551-3794 or Martin James at 202-551-3671 if you
have questions regarding comments on the financial statements and related matters. Please
contact Jenny O'Shanick at 202-551-8005 or Erin Purnell at 202-551-3454 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing