SEC Company Response from Texxon Holding (NPT) — Aug 14, 2025
Texxon Holding Ltd
Date: Aug. 14, 2025 · CIK: 0002014337 · Accession: 0001213900-25-077000
AI Filing Summary & Sentiment
File numbers found in text: 333-281530
Letter
Texxon Holding Limited
703, Block A, 1799 Wuzhong Road
Minhang District, Shanghai, China 200335
Tel: +86 574-62629970
VIA EDGAR
August 14, 2025
U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Trade & Services
Washington, D.C. 20549
Attention: Abe Friedman
Theresa Brillant
Rebekah Reed
Donald Field
Re: Texxon Holding Limited
Amendment No. 4 to Registration Statement on Form F-1
Filed August 11, 2025
File No. 333-281530
Ladies and Gentlemen:
Texxon Holding Limited (the “Company,” “we,” “our” or “us”) hereby transmits its response to the comment letter received from the staff (the “Staff”, “you” or “your”) of the U.S. Securities and Exchange Commission (the “Commission”) on August 13, 2025 relating to Amendment No.4 to Registration Statement on Form F-1, filed by the Company to the Commission on August 11, 2025.
For the Staff’s convenience, we have repeated below the Staff’s comment in bold and have followed each comment with the Company’s response. In response to the Staff’s comment, the Company is filing via Edgar Amendment No.5 to the Registration Statement (the “Amendment No. 5”) with this response letter.
Amendment No. 4 to Registration Statement on Form F-1 filed August 11, 2025
Exhibit Index, page II-6
1. Please file a revised legal opinion as Exhibit 5.1 that includes the specific number of securities being registered. Please also file a revised opinion of Hong Kong counsel that includes counsel's consent to being named in the prospectus and the filing of the opinion.
Response: In response to the Staff’s comment, we have filed a revised legal opinion as Exhibit 5.1 that includes the specific number of securities being registered and filed a revised legal opinion of Hong Kong counsel as Exhibit 99.3 that includes counsel's consent to being named in the prospectus and the filing of the opinion.
We thank the Staff for your review of this response. Should you have any questions or require any additional information, please do not hesitate to contact our legal counsel, Wei Wang, Esq. of Ellenoff Grossman & Schole LLP, at wwang@egsllp.com or by telephone at (212) 370-1300.
Very truly yours,
By:
/s/ Hui Xu
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Texxon Holding Limited
703, Block A, 1799 Wuzhong Road
Minhang District, Shanghai, China 200335
Tel: +86 574-62629970
VIA EDGAR
August 14, 2025
U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Trade & Services
Washington, D.C. 20549
Attention:
Abe Friedman
Theresa Brillant
Rebekah Reed
Donald Field
Re:
Texxon Holding Limited
Amendment No. 4 to Registration Statement on Form F-1
Filed August 11, 2025
File No. 333-281530
Ladies and Gentlemen:
Texxon Holding Limited (the
“Company,” “we,” “our” or “us”) hereby transmits its response
to the comment letter received from the staff (the “Staff”, “you” or “your”)
of the U.S. Securities and Exchange Commission (the “Commission”) on August 13, 2025 relating to Amendment No.4 to
Registration Statement on Form F-1, filed by the Company to the Commission on August 11, 2025.
For the Staff’s convenience,
we have repeated below the Staff’s comment in bold and have followed each comment with the Company’s response. In response
to the Staff’s comment, the Company is filing via Edgar Amendment No.5 to the Registration Statement (the “Amendment No.
5”) with this response letter.
Amendment No. 4 to Registration Statement on Form F-1 filed August
11, 2025
Exhibit Index, page II-6
1.
Please file a revised legal opinion as Exhibit 5.1 that includes the specific number of securities being registered. Please also file a revised opinion of Hong Kong counsel that includes counsel's consent to being named in the prospectus and the filing of the opinion.
Response: In response to the Staff’s
comment, we have filed a revised legal opinion as Exhibit 5.1 that includes the specific number of securities being registered and filed
a revised legal opinion of Hong Kong counsel as Exhibit 99.3 that includes counsel's consent to being named in the prospectus and the
filing of the opinion.
We thank the Staff for your
review of this response. Should you have any questions or require any additional information, please do not hesitate to contact our legal
counsel, Wei Wang, Esq. of Ellenoff Grossman & Schole LLP, at wwang@egsllp.com or by telephone at (212) 370-1300.
Very truly yours,
By:
/s/ Hui Xu
Name:
Hui Xu
Title:
Chief Executive Officer
cc: Ellenoff Grossman & Schole LLP