Correspondence 0001013762-25-001057 from Everbright Digital Holding Ltd. (EDHL)
Everbright Digital Holding Ltd.
Date: March 21, 2025 · CIK: 0002024876 · Accession: 0001013762-25-001057
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-28191
Letter
Division of Corporation Finance Office of Trade and Services Washington, DC 20549 Attn: Ta Tanisha Meadows, Suying Li, Kate Beukenkamp and Taylor Beech Re: Everbright Digital Holding Ltd. Amendment No. 1 to Registration Statement on Form F-1 Filed March 14, 2025 File No. 333-28191
Dear Sir or Madam,
This letter is in response to your letter on March 21, 2025, in which you provided comments to the Registration Statement on Form F-1 of Everbright Digital Holding Ltd. (the "Company") submitted to the U.S. Securities and Exchange Commission on March 14, 2025. On the date hereof, the Company has submitted an Amendment No. 2 to the Registration Statement on Form F-1 ("F-1/A"). We set forth below in bold the comments in your letter relating to the Registration Statement followed by our responses to the comments.
Amendment No. 1 to Registration Statement on Form F-1 Filed March 14, 2025
Capitalization, page 50
1. Your description in the third bullet point of the introductory paragraph does not appear to include the additional shares issued in December 2024 listed in the second bullet point. Please expand the third bullet point disclosure and revise the number of ordinary shares outstanding on an as adjusted basis disclosed in your capitalization table to reflect these issued shares. Please also disclose the number of ordinary shares outstanding on a pro forma basis in your capitalization table.
RESPONSE: We note the Staff's comment and respectfully advise the Staff that we have revised our disclosure on page 50 of the F-1/A to expand the third bullet point disclosure, include the number of ordinary shares outstanding on an as adjusted basis and on a pro forma basis in our capitalization table.
Exhibits
2. The Consent of Independent Registered Public Accounting Firm included as Exhibit 23.1 references their report dated June 27, 2024, except for Note 14, as to which the date is February 25, 2025. However, the audit report on page F-2 is dated February 24, 2025 for Note 14. Please obtain and file an updated consent that references the correct report date.
RESPONSE: We note the Staff's comment and respectfully advise the Staff that we have filed a revised Exhibit 23.1 and the date for Note 14 is revised to February 25, 2025.
We hope this response has addressed all of the Staff's concerns relating to the comment letter. Should you have additional questions regarding the information contained herein, please contact our securities counsel William S. Rosenstadt, Esq., Jason Ye, Esq. or Yarona Yieh, Esq. of Ortoli Rosenstadt LLP at wsr@orllp.legal, jye@orllp.legal or yly@orllp.legal.
Sincerely,
/s/ Leung Chun Yip
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Everbright Digital Holding Ltd.
Unit 1A, 10/F, C-Bons International Centre
108 Wai Yip Street, Kwun Tong
Hong Kong
March 21, 2025
Division of Corporation Finance
Office of Trade and Services
U.S. Securities and Exchange Commission
Washington, DC 20549
Attn:
Ta Tanisha Meadows, Suying Li, Kate Beukenkamp and Taylor Beech
Re:
Everbright Digital Holding Ltd.
Amendment No. 1 to Registration Statement on
Form F-1
Filed March 14, 2025
File No. 333-28191
Dear Sir or Madam,
This letter is in response to your letter on March
21, 2025, in which you provided comments to the Registration Statement on Form F-1 of Everbright Digital Holding Ltd. (the "Company")
submitted to the U.S. Securities and Exchange Commission on March 14, 2025. On the date hereof, the Company has submitted an Amendment
No. 2 to the Registration Statement on Form F-1 ("F-1/A"). We set forth below in bold the comments in your letter relating
to the Registration Statement followed by our responses to the comments.
Amendment No. 1 to Registration Statement on Form F-1 Filed March
14, 2025
Capitalization, page 50
1.
Your description in the third bullet point of the introductory paragraph does not appear to include the additional shares issued in December 2024 listed in the second bullet point. Please expand the third bullet point disclosure and revise the number of ordinary shares outstanding on an as adjusted basis disclosed in your capitalization table to reflect these issued shares. Please also disclose the number of ordinary shares outstanding on a pro forma basis in your capitalization table.
RESPONSE: We note the Staff's comment
and respectfully advise the Staff that we have revised our disclosure on page 50 of the F-1/A to expand the third bullet point disclosure, include the number of ordinary shares outstanding on an as adjusted basis and on a pro forma
basis in our capitalization table.
Exhibits
2.
The Consent of Independent Registered Public Accounting Firm included as Exhibit 23.1 references their report dated June 27, 2024, except for Note 14, as to which the date is February 25, 2025. However, the audit report on page F-2 is dated February 24, 2025 for Note 14. Please obtain and file an updated consent that references the correct report date.
RESPONSE: We note the Staff's comment
and respectfully advise the Staff that we have filed a revised Exhibit 23.1 and the date for Note 14 is revised to February 25, 2025.
We hope this response has addressed all of the Staff's concerns
relating to the comment letter. Should you have additional questions regarding the information contained herein, please contact our securities
counsel William S. Rosenstadt, Esq., Jason Ye, Esq. or Yarona Yieh, Esq. of Ortoli Rosenstadt LLP at wsr@orllp.legal, jye@orllp.legal
or yly@orllp.legal.
Sincerely,
/s/ Leung Chun Yip
Chief Executive Officer