SEC Comment Letter for Gifts International Holdings Ltd (CIK 0002032274) — Jul 28, 2025
Gifts International Holdings Ltd (CIK 0002032274)
Date: July 28, 2025 · CIK: 0002032274 · Accession: 0000000000-25-007909
AI Filing Summary & Sentiment
File numbers found in text: 333-287861
Letter
July 28, 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 Registration Statement on Form F-1 Filed July 18, 2025 File No. 333-287861 Dear Ngai Chiu Wong: We have reviewed your amended registration statement and have the following comment(s). Please respond to this letter by amending your registration statement and providing the requested information. 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 any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments. Unless we note otherwise, any references to prior comments are to comments in our July 7, 2025 letter. Amendment No. 2 to Registration Statement on Form F-1 filed July 18, 2025 Dilution, page 52 1.Please revise the historical net tangible book value to exclude deferred offering costs and right of use assets. Management's Discussion and Analysis of Financial Condition and Results of Operations Liquidity and Capital Resources, page 58 2.Please discuss the underlying reasons for the increases to your accounts receivable and accounts payable balances. Refer to Item 5.B and D of Form 20-F.
July 28, 2025 Page 2 Industry, page 71 3.Please update your industry disclosure to include 2024 information, to the extent available, and update your statement that you "are going to launch [y]our VIP website in second half of 2024." Additionally, we note your presentation of market share versus "ranking by number of large corporation clientele and vehicle fleet" at page 76. Please balance your disclosure at the outset of the business section that you are "No. 1" in large corporation clientele and vehicle fleet by also disclosing your market share. Notes to the Consolidated and Combined Financial Statements Notes 2 - Summary of Significant Accounting Policies Segment Reporting, page F-13 4.Please report the measure of profit or loss used by the CODM in accordance with ASC 280-10-50-22. Also tell us how you considered the guidance in ASC 280-10-50- 29(f) and the example at 280-10-55-54(c) to discuss how the CODM uses this measure in assessing performance and deciding how to allocate resources. 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
Show Raw Text
July 28, 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 Registration Statement on Form F-1
Filed July 18, 2025
File No. 333-287861
Dear Ngai Chiu Wong:
We have reviewed your amended registration statement and have the following
comment(s).
Please respond to this letter by amending your registration statement and providing
the requested information. 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 any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments. Unless we note
otherwise, any references to prior comments are to comments in our July 7, 2025 letter.
Amendment No. 2 to Registration Statement on Form F-1 filed July 18, 2025
Dilution, page 52
1.Please revise the historical net tangible book value to exclude deferred offering costs
and right of use assets.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Liquidity and Capital Resources, page 58
2.Please discuss the underlying reasons for the increases to your accounts receivable
and accounts payable balances. Refer to Item 5.B and D of Form 20-F.
July 28, 2025
Page 2
Industry, page 71
3.Please update your industry disclosure to include 2024 information, to the extent
available, and update your statement that you "are going to launch [y]our VIP website
in second half of 2024." Additionally, we note your presentation of market share
versus "ranking by number of large corporation clientele and vehicle fleet" at page 76.
Please balance your disclosure at the outset of the business section that you are "No.
1" in large corporation clientele and vehicle fleet by also disclosing your market
share.
Notes to the Consolidated and Combined Financial Statements
Notes 2 - Summary of Significant Accounting Policies
Segment Reporting, page F-13
4.Please report the measure of profit or loss used by the CODM in accordance with
ASC 280-10-50-22. Also tell us how you considered the guidance in ASC 280-10-50-
29(f) and the example at 280-10-55-54(c) to discuss how the CODM uses this
measure in assessing performance and deciding how to allocate resources.
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