SEC Company Response from Gifts International Holdings Ltd (CIK 0002032274) — Jul 18, 2025
Gifts International Holdings Ltd (CIK 0002032274)
Date: July 18, 2025 · CIK: 0002032274 · Accession: 0001213900-25-065554
AI Filing Summary & Sentiment
File numbers found in text: 333-287861
Referenced dates: July 7, 2025
Letter
Via Edgar Transmission Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction Gifts International Holdings Ltd (the “Company”) Amendment No. 1 to Registration Statement on Form F-1 Filed June 27, 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 July 7, 2025 from the Securities and Exchange Commission (the “Commission”) in which the staff of the Commission (the “Staff”) commented on the above-referenced Amendment No. 1 to Registration Statement on Form F-1 (the “Registration Statement”). Contemporaneously, we are filing the Amendment No. 2 to Registration Statement via Edgar (the “Amended F-1 No. 2”).
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.
Amendment No. 1 to Registration Statement on Form F-1 filed June 27, 2025
Material Tax Considerations
Hong Kong Taxation, page 125
1. We reissue prior comment 2. Because you have included a short-form tax opinion of Hong Kong counsel in Exhibit 5.2, state in the prospectus that the Hong Kong tax disclosure is the opinion of Hong Kong counsel. In this regard, your added disclosure, "[a]ccording to the legal opinion issued by...our Hong Kong counsel..." does not adequately convey that the disclosure constitutes counsel's opinion. Refer to Section III.B.2 of Staff Legal Bulletin No. 19.
Response: We respectfully advise the Staff that we have revised page 120of the Amended F-1 No. 2.
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
July 18, 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”)
Amendment No. 1 to Registration Statement on Form
F-1
Filed June 27, 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 July 7, 2025 from the Securities and Exchange Commission
(the “Commission”) in which the staff of the Commission (the “Staff”) commented on the above-referenced
Amendment No. 1 to Registration Statement on Form F-1 (the “Registration Statement”). Contemporaneously, we are filing
the Amendment No. 2 to Registration Statement via Edgar (the “Amended F-1 No. 2”).
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.
Amendment No. 1 to Registration Statement
on Form F-1 filed June 27, 2025
Material Tax Considerations
Hong Kong Taxation, page 125
1.
We reissue prior comment 2. Because you have included a short-form tax opinion of Hong Kong counsel in Exhibit 5.2, state in the prospectus that the Hong Kong tax disclosure is the opinion of Hong Kong counsel. In this regard, your added disclosure, "[a]ccording to the legal opinion issued by...our Hong Kong counsel..." does not adequately convey that the disclosure constitutes counsel's opinion. Refer to Section III.B.2 of Staff Legal Bulletin No. 19.
Response: We respectfully
advise the Staff that we have revised page 120of the Amended F-1 No. 2.
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