SEC Company Response from AMBITIONS ENTERPRISE MANAGEMENT CO. L.L.C (AHMA) (CIK 0002010959) (AHMA) — Feb 7, 2025
AMBITIONS ENTERPRISE MANAGEMENT CO. L.L.C (AHMA) (CIK 0002010959)
Date: Feb. 7, 2025 · CIK: 0002010959 · Accession: 0001213900-25-011401
AI Filing Summary & Sentiment
Referenced dates: October 8, 2024
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CORRESP
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AMBITIONS ENTERPRISE MANAGEMENT CO. L.L.C
February 7,
2025
Via EDGAR
Division of Corporation Finance
Office of Trade & Services
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, D.C., 20549
Attention:
James Giugliano
Joel Parker
Scott Anderegg
Donald Field
Re:
AMBITIONS ENTERPRISE MANAGEMENT CO. L.L.C
Amendment No. 3 to Draft Registration Statement on Form F-1
Submitted September 25, 2024
CIK No. 0002010959
Ladies and Gentlemen:
This letter is in response to the letter dated
October 8, 2024, from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”)
addressed to AMBITIONS ENTERPRISE MANAGEMENT CO. L.L.C (the “Company,” “we,” and “our”). For ease
of reference, we have recited the Commission’s comments in this response and numbered them accordingly. A Registration Statement
on Form F-1 (the “Registration Statement”) is being submitted confidentially to accompany this letter.
Cover Page
1. We
note your disclosure on the cover page that “[f]ollowing the completion of this offering,... Mr. Zhengang Tang, will beneficially
own approximately [_]% of the aggregate voting power of our issued and outstanding share capital.” In addition to voting power,
please revise to disclose his ownership amounts/percentage of your Class A and Class B ordinary shares. Please revise the prospectus
throughout accordingly to include the Controlled Company section on page 7.
Response: In response to the Staff’s
comment, we revised our disclosure throughout the Registration Statement to disclose Mr. Zhengang Tang’s ownership amounts and percentages
of our Class A and Class B ordinary Shares and to include the Controlled Company section.
Cash Flows and Working Capital,
page 43
2. We
note that the chart on page 5 discloses a generic ownership percentage Pre and Post-IPO. Please revise to disclose ownership and voting
percentages based upon the company’s proposed dual-class structure. Please detail Class A and Class B ordinary share ownership
and voting percentages Pre and Post-IPO. Please include enough information so investors can clearly understand the ownership and voting
power of the two different classes.
Response: In response to the Staff’s
comment, we have revised our disclosure on pages 5 and 35 of the Registration Statement to disclose the ownership and voting percentage
structures based on our dual-class share structure before and after our initial public offering.
We appreciate the assistance the Staff has provided with its comments.
If you have any questions, please do not hesitate to call our counsel, Ying Li, Esq., of Hunter Taubman Fischer & Li LLC, at (212)
530-2206.
Very truly yours,
/s/ Zhengang Tang
Name:
Zhengang Tang
Title:
Chief Executive Officer, Chairman of the
Board of Directors, and Director
cc:
Ying Li, Esq.
Hunter Taubman Fischer & Li LLC