SEC Company Response from AIGO HOLDING Ltd (CIK 0002025255) — Sep 5, 2025
AIGO HOLDING Ltd (CIK 0002025255)
Date: Sept. 5, 2025 · CIK: 0002025255 · Accession: 0001213900-25-085023
AI Filing Summary & Sentiment
File numbers found in text: 333-289766
Referenced dates: September 2, 2025
Letter
VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Attention: Abe Friedman, Theresa Brillant, Rebekah Reed and Dietrich King Re: Aigo Holding Limited Registration Statement on Form F-1 Filed August 21, 2025 File No. 333-289766
Dear Mr. Friedman, Ms. Brillant, Ms. Reed and Mr. King:
On behalf of our client, Aigo Holding Limited, an exempted company incorporated in the Cayman Islands (the “Company”), we hereby submit to the staff (the “Staff”) of the Securities and Exchanges Commission (the “Commission”) this letter setting forth the Company’s responses to the comments contained in the Staff’s letter dated September 2, 2025 on the Company’s Registration Statement on Form F-1 previously filed on August 21, 2025 (the “Registration Statement”). For ease of reference, we have repeated the Staff’s comments in this letter and numbered them accordingly.
Concurrently with the submission of this letter, the Company is filing its revised registration statement on Form F-1 (the “Revised Registration Statement”) via EDGAR to the Commission for review.
Registration Statement on Form F-1 filed August 21, 2025
Related Party Transactions, page 123
1. Please generally update your related party transactions disclosure as required by Item 7.B of Form 20-F. In this regard, we note that transactions and balances due to and from related parties are disclosed only up to and as of December 31, 2024, whereas Item 7.B requires disclosure of transactions "up to the date of the document." In revising, please ensure that any outstanding related party balances, such as the amount due to Fufei Lin related to "loan made...with no interest," are disclosed as of the latest practicable date.
In response to the Staff’s Comment, the Company has revised the disclosure from page 123 to page 126 of the Revised Registration Statement.
Taxation, page 136
2. We note that the opinions of Cayman Islands and PRC counsel filed as Exhibits 5.1 and 99.2, respectively, contain short-form tax opinions. Please revise to state clearly in the Cayman Islands and PRC tax disclosure in the prospectus that such disclosure is the opinion of named counsel. Refer to Section III.B.2 of Staff Legal Bulletin No. 19.
In response to the Staff’s Comment, the Company has revised the disclosure on page 137 of the Revised Registration Statement.
Thank you for your assistance in this matter. You may contact the undersigned by phone at +852 6386 1503 or via e-mail at wangyu@hankunlaw.com.
Very truly yours,
/s/ Yu Wang
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AIGO HOLDING LIMITED
4TH FLOOR, BUILDING
NO. 26, JU YUAN ZHOU GARDEN
JINSHAN INDUSTRIAL
ZONE, 618 JINSHAN AVENUE, JIANXIN TOWN
FUZHOU CITY, FUJIAN
PROVINCE, CHINA 350028
September 5, 2025
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549
Attention: Abe Friedman, Theresa Brillant,
Rebekah Reed and Dietrich King
Re:
Aigo Holding Limited
Registration Statement on Form F-1
Filed August 21, 2025
File No. 333-289766
Dear Mr. Friedman, Ms. Brillant, Ms. Reed
and Mr. King:
On behalf of our client, Aigo
Holding Limited, an exempted company incorporated in the Cayman Islands (the “Company”), we hereby submit to the staff (the
“Staff”) of the Securities and Exchanges Commission (the “Commission”) this letter setting forth the Company’s
responses to the comments contained in the Staff’s letter dated September 2, 2025 on the Company’s Registration Statement
on Form F-1 previously filed on August 21, 2025 (the “Registration Statement”). For ease of reference, we have repeated the
Staff’s comments in this letter and numbered them accordingly.
Concurrently with the submission
of this letter, the Company is filing its revised registration statement on Form F-1 (the “Revised Registration Statement”)
via EDGAR to the Commission for review.
Registration Statement on Form F-1 filed August 21, 2025
Related Party Transactions, page 123
1.
Please generally update your related party transactions disclosure as required by Item 7.B of Form 20-F. In this regard, we note that transactions and balances due to and from related parties are disclosed only up to and as of December 31, 2024, whereas Item 7.B requires disclosure of transactions "up to the date of the document." In revising, please ensure that any outstanding related party balances, such as the amount due to Fufei Lin related to "loan made...with no interest," are disclosed as of the latest practicable date.
In response to the Staff’s Comment,
the Company has revised the disclosure from page 123 to page 126 of the Revised Registration Statement.
Taxation, page 136
2.
We note that the opinions of Cayman Islands and PRC counsel filed as Exhibits 5.1 and 99.2, respectively, contain short-form tax opinions. Please revise to state clearly in the Cayman Islands and PRC tax disclosure in the prospectus that such disclosure is the opinion of named counsel. Refer to Section III.B.2 of Staff Legal Bulletin No. 19.
In response to the Staff’s Comment,
the Company has revised the disclosure on page 137 of the Revised Registration Statement.
Thank you for your assistance
in this matter. You may contact the undersigned by phone at +852 6386 1503 or via e-mail at wangyu@hankunlaw.com.
Very truly yours,
/s/ Yu Wang
Yu Wang
cc:
Mr. Fufei Lin, Chief Executive Officer
Mr. Jiayang Zhong Chief Financial Officer
Aigo Holding Limited
Mr. Yue (Mark) Li, Esq
Mr. Xiaochun (Jonathan) Jiang, Esq.
MagStone Law, LLP
Mr. Xuecheng Wang, Partner
Wei, Wei & Co., LLP