SEC Comment Letter for Gifts International Holdings Ltd (CIK 0002032274) — Feb 7, 2025
Gifts International Holdings Ltd (CIK 0002032274)
Date: Feb. 7, 2025 · CIK: 0002032274 · Accession: 0000000000-25-001364
AI Filing Summary & Sentiment
Letter
February 7, 2025 Ngai Chiu Wong Chief Executive Officer Gifts International Holdings Ltd Unit A&B, 7/F., Fuk Chiu Factory Building No.20 Bute Street Mongkok, Kowloon Hong Kong Re:Gifts International Holdings Ltd Amendment No. 2 to Draft Registration Statement on Form F-1 Submitted January 28, 2025 CIK No. 0002032274 Dear Ngai Chiu Wong: We have reviewed your amended draft registration statement and have the following comment(s). Please respond to this letter by providing the requested information and either submitting an amended draft registration statement or publicly filing your registration statement on EDGAR. 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 the information you provide in response to this letter and your amended draft registration statement or filed registration statement, we may have additional comments. Unless we note otherwise, any references to prior comments are to comments in our December 26, 2024 letter. Amendment No. 2 to Draft Registration Statement on Form F-1 submitted January 28, 2025 Management, page 107 Please reconcile your statement that your three independent director nominees "will serve...upon effectiveness of [y]our registration statement on Form F-1" with the disclosure that you will "have in place a board of directors that is majority independent" in advance of the public filing of this registration statement. We also note that the independent director nominees are identified on the signature page to the registration statement. If these director nominees will not be appointed until 1.
February 7, 2025 Page 2 effectiveness of the registration statement, please also file their written consents as exhibits pursuant to Rule 438 under the Securities Act. Description of Shares, page 118 2.Clarify whether there are any circumstances or events in which the conversion of the Class B Ordinary Shares is mandatory. Describe any sunset provisions that limit the lifespan of the high-vote Class B Ordinary Shares. Please contact Ta Tanisha Meadows at 202-551-3322 or Theresa Brillant at 202-551- 3307 if you have questions regarding comments on the financial statements and related matters. Please contact Rebekah Reed at 202-551-5332 or Taylor Beech at 202-551-4515 with any other questions. Sincerely, Division of Corporation Finance Office of Trade & Services cc:Lawrence Venick
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February 7, 2025
Ngai Chiu Wong
Chief Executive Officer
Gifts International Holdings Ltd
Unit A&B, 7/F., Fuk Chiu Factory Building
No.20 Bute Street
Mongkok, Kowloon
Hong Kong
Re:Gifts International Holdings Ltd
Amendment No. 2 to Draft Registration Statement on Form F-1
Submitted January 28, 2025
CIK No. 0002032274
Dear Ngai Chiu Wong:
We have reviewed your amended draft registration statement and have the following
comment(s).
Please respond to this letter by providing the requested information and either
submitting an amended draft registration statement or publicly filing your registration
statement on EDGAR. 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 the information you provide in response to this letter and your
amended draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, any references to prior comments are to comments in
our December 26, 2024 letter.
Amendment No. 2 to Draft Registration Statement on Form F-1 submitted January 28, 2025
Management, page 107
Please reconcile your statement that your three independent director nominees "will
serve...upon effectiveness of [y]our registration statement on Form F-1" with the
disclosure that you will "have in place a board of directors that is majority
independent" in advance of the public filing of this registration statement. We also
note that the independent director nominees are identified on the signature page to the
registration statement. If these director nominees will not be appointed until 1.
February 7, 2025
Page 2
effectiveness of the registration statement, please also file their written consents as
exhibits pursuant to Rule 438 under the Securities Act.
Description of Shares, page 118
2.Clarify whether there are any circumstances or events in which the conversion of the
Class B Ordinary Shares is mandatory. Describe any sunset provisions that limit the
lifespan of the high-vote Class B Ordinary Shares.
Please contact Ta Tanisha Meadows at 202-551-3322 or Theresa Brillant at 202-551-
3307 if you have questions regarding comments on the financial statements and related
matters. Please contact Rebekah Reed at 202-551-5332 or Taylor Beech at 202-551-4515
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Lawrence Venick