SecProbe.io

October 31, 2024
Xiameng Ding
Chief Executive Officer
HCYC Holding Company
HCYC Group Company Limited
Suite 1008, 10/F., Ocean Centre, Harbour City,
5 Canton Road, Tsim Sha Tsui, Hong Kong
Re:HCYC Holding Company
HCYC Group Company Limited
Registration Statement on Form F-4
Filed October 11, 2024
File No. 333-282624
Dear Xiameng Ding:
            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.
Registration Statement on Form F-4
General
1.We note your response to prior comment 2 and reissue our comment. Please include
information required by Item 403 of Regulation S-K for HCYC Group Company
Limited. Refer to General Instruction I.2(f) of Form F-4.
Summary of the Proxy Statement/Prospectus
Voting Power, Implied Ownership and Implied Share Values of PubCo Upon Consummation
of the Business Combination, page 45
We note your response to prior comment 12 and your revised disclosure on pages 46-
47 and 124. We further note that at the 100% redemption scenario, the projected net
tangible book value is $4,857,757, which is less than the minimum $5,000,001 of net 2.

October 31, 2024
Page 2
tangible assets required by Section 11.1(g) of the Merger Agreement. Please revise
your tabular dilution disclosures to include redemption levels that are possible under
the terms of the Merger Agreement. Refer to Item 1602(a)(4) of Regulation S-K.
3.We note your response to prior comment 6 and reissue in part. As it relates to
information required by Item 1604(b)(6) of Regulation S-K, please revise this section
to disclose the following:
•describe the rights of non-redeeming shareholders and the events that permit for
redemption;
•clarify if shareholders have the right to redeem their shares in connection with any
proposal to extend the time period to complete the merger transaction;
•clarify if shareholders can redeem their shares regardless of whether they abstain,
vote for or vote against the proposed business combination; and
•disclose that there is uncertainly about the amount of redemptions that may take
place.
Summary of Risk Factors, page 47
4.Please refer to prior comment 13. We note the revisions in your disclosure appearing
on page 49 of this section relating to legal and operational risks associated with
operating in China and PRC regulations. Please further revise the last two bullet
points in this section to describe the risk that the Chinese government may intervene
or influence your operations at any time, or may exert more control over offerings
conducted overseas and/or foreign investment in China-based issuers, which could
result in a material change in your operations and/or the value of the securities you are
registering for sale.
Risk Factors
The insurance industry is cyclical in nature, page 56
5.We note your response to prior comment 15 and the risk factor disclosure added.
Please revise this risk factor to discuss where the insurance industry currently is in
terms of its cyclical nature, such as in a soft or hard market, so that investors may
assess the risk.
Our success depends on retaining our existing customers and expanding our customer base,
page 57
6.We note your response to prior comment 27 and reissue in part. Because you do not
appear to have an online platform, please revise for consistency your disclosure that
you are "unable to address customer concerns regarding the content, privacy, and
security of [y]our digital platform."
Unaudited Pro Forma Condensed Combined Financial Information, page 82
7.We note your response to prior comment 19 and that your revised disclosure on page
85 now includes column headers labeled pro forma statement of operations for
balance sheet data. Please revise the column headers on page 85 to properly reflect the
pro forma balance sheet.

October 31, 2024
Page 3
Background of the Business Combination
Opinion of ATMC's Company's Financial Advisor, page 113
8.We note your response to prior comment 20 and your revised disclosure in the
background of business combination section and on page 113 where you disclose that
"[t]he 2024E financial projection of $38.5M in revenues, and $5.8M in Net Income
are part of a trend of a return to normalcy in pre-Covid 19 pandemic financials."
Please revise your disclosure about the projections and underlying assumptions to
address the following:
•Discuss the reasons for selecting these levels of revenue and net income in your
projections.
•Disclose whether only one fiscal year (2024E) was included in the forecasted
period.
•Discuss all material assumptions underlying the projections described in this
section or confirm that you have done so. In this regard, we note your references
to "revenue growth rates," which are not further described in the filing.
•Discuss the factors and contingencies that would affect the stated projections
ultimately materializing.
•State whether the results to date are in line with the projected numbers. If they are
not, please make that clear in this section and add risk factor disclosure.
•State whether the board believes the assumptions underlying the projections of
significantly increasing revenues are reasonable, especially in light of the fact that
the projections are not in line with HCYC's historical financial condition and
revenues.
9.Please refer to prior comment 20 and include information required by Item 1609(c) or
advise.
Business of HCYC
Customers, page 159
10.We note your response to prior comment 30 and your revised disclosures on pages
158 and 160. In order to provide further clarification when describing your customers,
please revise your disclosure throughout the filing to differentiate between the
partnered insurance providers and the end-customers, with an emphasis on improving
disclosures in the following sections:
•Page 54 – We are currently dependent on a small group of customers for most of
our revenue. If we cannot expand our customer base, our business approach will
be challenged and affected, resulting in adjustments to our business strategy.
•Page 156 – Business of HCYC – Overview.
•Page 159 – Customers.
•Page 173 – HCYC’s Management’s Discussion and Analysis of Financial
Condition and Results of Operations – Overview.
•Page F-55 – Note 9 - Concentrations.

October 31, 2024
Page 4
HCYC's Management's Discussion and Analysis of Financial Condition and Results of
Operations, page 173
11.Please revise to include a section addressing any significant recent developments
within the known results of your operations and financial performance subsequent to
March 31, 2024 accompanied by a brief discussion of any underlying trends.
Index to Financial Statements, page F-1
12.Please revise to provide audited financial statements for the registrant, HCYC Holding
Company. Refer to Item 14 of Form F-4.
            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 Lory Empie at 202-551-3714 or Ben Phippen at 202-551-3697 if you
have questions regarding comments on the financial statements and related matters. Please
contact Aisha Adegbuyi at 202-551-8754 or Tonya Aldave at 202-551-3601 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:Michael J. Blankenship, Esq.