SEC Company Response from Gifts International Holdings Ltd (CIK 0002032274) — Jun 27, 2025
Gifts International Holdings Ltd (CIK 0002032274)
Date: June 27, 2025 · CIK: 0002032274 · Accession: 0001213900-25-058876
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-287861
Referenced dates: June 24, 2025
Letter
Via Edgar Transmission Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction Gifts International Holdings Ltd (the “Company”) Registration Statement on Form F-1 Filed June 6, 2025 File No. 333-287861
Re:
Dear Ms. Reed/Mr. Beech,
As counsel for the Company and on its behalf, this letter is being submitted in response to the letter dated June 24, 2025 from the Securities and Exchange Commission (the “Commission”) in which the staff of the Commission (the “Staff”) commented on the above-referenced Registration Statement on Form F-1 (the “Registration Statement”). Contemporaneously, we are filing the Amendment No. 1 to Registration Statement via Edgar (the “Amended F-1 No. 1”).
For the Staff’s convenience, the Staff’s comment has been stated below in its entirety, with the Company’s response set out immediately underneath such comment.
Registration Statement on Form F-1 filed June 6, 2025
Management
Employment Agreements with Executive Officers, page 111
1. We are unable to locate the termination provisions described here in the form of employment agreement on file as Exhibit 10.2. Please revise for consistency or advise. Additionally, please provide a more fulsome description of the material terms of the 2025 Share Incentive Plan in the prospectus.
Response: We respectfully advise the Staff that we have revised pages 111 and 112 of the Amended F-1 No. 1.
Material Tax Considerations
Hong Kong Taxation, page 125
2. We note that paragraph 7(iv) of the opinion of Hong Kong counsel filed as Exhibit 5.2 states that the disclosure in this section “constitute[s] [its] opinion.” Please also state in the prospectus that the Hong Kong tax disclosure is the opinion of counsel. Refer to Section III.B.2 of Staff Legal Bulletin No. 19.
Response: We respectfully advise the Staff that we have revised page 125 of the Amended F-1 No. 1.
Exhibit Index
Exhibit 5.4, page II-2
3. Please file a revised opinion of Macau counsel that includes counsel’s consent to being named in the prospectus and to the filing of the opinion as an exhibit to the registration statement.
Response: We respectfully advise the Staff that we have revised Exhibit 5.4 to the Amended F-1 No. 1.
Exhibit 23.1, page II-2
4. Please obtain and file a revised auditor’s consent that refers to both dates of the audit report.
Response: We respectfully advise the Staff that we have revised Exhibit 23.1 to the Amended F-1 No. 1.
Please contact the undersigned at (1) 310-728-5129 you have any questions with respect to the responses contained in this letter.
Sincerely,
/s/ Lawrence S. Venick, Esq.
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CORRESP
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filename1.htm
June 27, 2025
Via Edgar Transmission
Ms. Rebekah Reed/Mr. Taylor Beech
Securities and Exchange Commission
Division of Corporation Finance
Office of Real Estate & Construction
Washington, D.C. 20549
Re:
Gifts International Holdings Ltd (the “Company”)
Registration Statement on Form F-1
Filed June 6, 2025
File No. 333-287861
Dear Ms. Reed/Mr. Beech,
As counsel for the Company
and on its behalf, this letter is being submitted in response to the letter dated June 24, 2025 from the Securities and Exchange Commission
(the “Commission”) in which the staff of the Commission (the “Staff”) commented on the above-referenced
Registration Statement on Form F-1 (the “Registration Statement”). Contemporaneously, we are filing the Amendment No.
1 to Registration Statement via Edgar (the “Amended F-1 No. 1”).
For the Staff’s convenience,
the Staff’s comment has been stated below in its entirety, with the Company’s response set out immediately underneath such
comment.
Registration Statement on Form F-1 filed
June 6, 2025
Management
Employment Agreements with Executive Officers,
page 111
1. We
are unable to locate the termination provisions described here in the form of employment agreement on file as Exhibit 10.2. Please revise
for consistency or advise. Additionally, please provide a more fulsome description of the material terms of the 2025 Share Incentive
Plan in the prospectus.
Response: We respectfully
advise the Staff that we have revised pages 111 and 112 of the Amended F-1 No. 1.
Material Tax Considerations
Hong Kong Taxation, page 125
2. We
note that paragraph 7(iv) of the opinion of Hong Kong counsel filed as Exhibit 5.2 states that the disclosure in this section “constitute[s]
[its] opinion.” Please also state in the prospectus that the Hong Kong tax disclosure is the opinion of counsel. Refer to Section
III.B.2 of Staff Legal Bulletin No. 19.
Response: We respectfully
advise the Staff that we have revised page 125 of the Amended F-1 No. 1.
Exhibit Index
Exhibit 5.4, page II-2
3. Please
file a revised opinion of Macau counsel that includes counsel’s consent to being named in the prospectus and to the filing of the opinion
as an exhibit to the registration statement.
Response: We respectfully
advise the Staff that we have revised Exhibit 5.4 to the Amended F-1 No. 1.
Exhibit 23.1, page II-2
4. Please
obtain and file a revised auditor’s consent that refers to both dates of the audit report.
Response: We respectfully
advise the Staff that we have revised Exhibit 23.1 to the Amended F-1 No. 1.
Please contact the undersigned
at (1) 310-728-5129 you have any questions with respect to the responses contained in this letter.
Sincerely,
/s/ Lawrence S. Venick, Esq.
Lawrence S. Venick
Direct Dial: +1 310-728-5129
Email: lvenick@loeb.com