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SEC Comment Letter 0000000000-24-014194 to Scientist Home Future Health Ltd (SHFH)

Scientist Home Future Health Ltd
Date: Dec. 23, 2024 · CIK: 0002032609 · Accession: 0000000000-24-014194

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File numbers found in text: 333-283430

Date
December 20, 2024
Author
Not clearly detected
Form
UPLOAD
Company
Scientist Home Future Health Ltd

Letter

December 20, 2024 Chan Siu Hung Chief Executive Officer Scientist Home Future Health Limited 3/F, Mow Hing Industrial Building, 205 Wai Yip Street Kwun Tong, Kowloon, Hong Kong Re:Scientist Home Future Health Limited Amendment No. 1 to Registration Statement on Form S-1 Filed November 25, 2024 File No. 333-283430 Dear Chan Siu Hung: We have reviewed your registration statement and have the following comments. 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. Amendment No. 1 to Registration Statement on Form S-1 filed November 25, 2024 Prospectus Summary, page 1 1.We refer to your disclosure that you sell health supplements and topical creams to address “health challenges” and “long-term wellness” for a diverse customer base. Please revise this section to expand your description of your business. By way of example only, please provide greater detail relating to the types of health supplements and topical creams that you sell, the types of health challenges and concerns that your products aim to address, and your customer base in Hong Kong. We refer to your disclosure on page 15. We note that your organizational structure includes two subsidiaries, Scientist Home Future Health Holding Limited, a company domesticated in the Marshall Islands, and Scientist Home Future Health Limited, a company domesticated in Hong Kong. Please revise to disclose when each of your subsidiaries were incorporated and its business purpose. We also refer to your disclosure on pages 15 and 22 that you source 2.

December 20, 2024 Page 2 your products from a related party, Scientist Home Limited, which is a Hong Kong company that was founded by your Chief Executive Officer in 2008. Please expand your disclosure to provide more detail relating to your relationship with Scientist Home Limited. 3.We note that the name of your wholly owned subsidiary that is domesticated in Hong Kong is also Scientist Home Future Health Limited. Please revise to clearly disclose how you will refer to your subsidiary when providing the disclosure throughout the document so that it is clear to investors which entity the disclosure is referencing and which subsidiary or entity is conducting the business operations. We refer to your disclosure on page F-7. Risks Relating to Our Company and Our Industry US GAAP Expertise, page 4 4.Based on your disclosures on page 22, it is not clear that your CEO has US GAAP experience. Please tell us the background and experience of the people who are primarily responsible for preparing and supervising the preparation of your financial statements and their knowledge of U.S. GAAP and SEC rules and regulations, including education, professional designations such as Certified Public Accountant (U.S.) and professional experience in preparing and/or auditing financial statements prepared in accordance with U.S. GAAP. If your CEO does not have sufficient knowledge of US GAAP and SEC rules and regulations, please provide a risk factor that appropriately addresses the potential implications of this limited knowledge. Risk Factors U.S. investors may have difficulty enforcing judgments against our Company and Officers., page 6 5.We note your statement on page 6 that all of your directors and officers are nationals or residents of jurisdictions other than the United States. Please revise here and elsewhere as appropriate to state the residency of your officers and directors. The JOBS ACT will allow the Company..., page 7 6.You disclose that the Company has elected not to opt out of the extension of time to comply with new or revised financial accounting standards available under Section 102(b)(1) of the JOBS Act. You erroneously state that "Among other things, this means that the Company's independent registered public accounting firm will not be required to provide an attestation report on the effectiveness of the Company's internal control over financial reporting..." Please revise to clarify that this election allows you to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. Also state that as a result of this election, your financial statements may not be comparable to companies that comply with public company effective dates. Our securities lack a pre-existing market, and the emergence of an active trading market is uncertain, potentially causing our common..., page 8 We note your plan to seek quotation on the OTC Pink Markets. We also note your risk factor that "[t]he development of an active trading market for our common stock, if it 7.

December 20, 2024 Page 3 occurs, and its liquidity are unpredictable." Please revise your risk factor disclosure acknowledging that you may not be eligible for such quotation and describe the impact on the liquidity of your shares and the potential impact on investors in the absence of a trading market. Results of Operations from July 3, 2024 (Inception) to September 30, 2024, page 13 8.Please provide a discussion for your cost of revenues. Address any specific terms of the exclusive distributor agreement with Scientist Home Limited that impact your cost of revenues. Emerging Trends in Precision Nutrition, page 14 9.We refer to your disclosure that precision nutrition seeks to optimize health through “molecular profiling” at the individual level due to the interactions between “genetic backgrounds, physiology, microbiomes, underlying health conditions, behaviors, social influences, and environmental exposures…” Please expand your disclosure to discuss whether the precision nutrition approach requires the expertise of medical professionals or certain devices or technologies to provide such “targeted nutritional recommendations.” We also note your disclosure on page 15 that you intend to offer “personalized customer experiences” and “tailored product recommendations based on individual health conditions.” Please discuss, where appropriate, whether you plan to utilize medical practitioners to provide tailored product recommendations to your customers. Please also balance your disclosure to clarify that Mr. Chan, your CEO, is currently the only customer service representative that provides product recommendations to customers online. Industry Overview, page 14 10.We note your disclosure that the global health and wellness market reached approximately $3.78 trillion in 2023, which is projected to grow at a CAGR of 4.1% and potentially reach $5.45 trillion by 2032. You also disclose that the global dietary supplements market is valued at $191.1 billion in 2020 and is projected to reach $307.8 billion by 2028, and that the global nutraceutical market may reach up to $599 billion by 2030. However, we note your products are primarily focused on supporting bone and joint health, with one topical product formulated to provide relief from hemorrhoids and varicose veins. Given your disclosure that you primarily operate in Hong Kong with plans to expand your operations in Southeast Asia, please revise to disclose the estimated market for the supplement and topical products for bone, joint, and muscle health, hemorrhoids and varicose veins in Southeast Asia. Neutraceutical Supplements, page 14 11.Please expand your disclosure to discuss the material differences between “nutraceutical” supplements and other types of supplements. Business Model and Operations, page 15 We note your disclosure that "[a]ll product quality control and testing is conducted by [y]our sole supplier." You also state that you source your products from a related party, Scientist Home Limited, which operates as the exclusive distributor for your 12.

December 20, 2024 Page 4 proprietary products. Please revise your disclosure throughout the registration statement to clearly state, if true, that your sole supplier, who also conducts your quality control and testing, is Scientist Home Limited. Please revise your risk factor to disclosure the risk of relying on a sole supplier. Additionally, to the extent that you are dependent on Scientist Home Limited or any other suppliers, please identify such suppliers, disclose the material terms of your agreements with such suppliers and distributors, and file these agreements as exhibits to your registration statement or explain to us why you believe you are not required to do so. See Items 101(h)(4)(v) and 601(b)(10) of Regulation S-K. 13.We note your disclosure that your sessions with customers "incorporate real case studies, discussing diagnoses and showcasing the transformative results achieved with [y]our product." Please revise your disclosure to clarify whether these studies and diagnoses were conducted and reviewed by licensed medical professionals. Current Business Operations, page 15 14.We note your disclosure that you specialize in retail trading of health supplements and topical creams. You also state on page 15 that you intend to facilitate sales through a secure online platform “in addition to direct transactions at [y]our office location” in the future. Please expand your disclosure here and where appropriate to describe your retail trading, including your customer base and whether you are currently selling your products at your office location and online. In your revised disclosure, please also provide additional detail relating to your future online platform and how it would differ from your current online platform, if applicable. We refer to your disclosure on page 15 that Mr. Chan serves as the customer service representative via live chat on the online platform. 15.We refer to your statement that you offer “specialized formulations that blend the wisdom of traditional medicine and modern science with the power of natural ingredients.” Please provide greater detail relating to your specialized formulations, the differences between traditional medicine and modern science, and the types of natural ingredients incorporated in your formulations. 16.We note your statements on page 15 that your Scientist Home vein cream and calcification cream provide “effective relief” and “effectively manages discomfort and pain,” respectively. Determinations of safety and efficacy are within the sole authority of the FDA; please remove all references and/or implications of safety and efficacy or substantiate your claims. 17.Please revise to provide the basis for your claims that many of your products generally promote bone, joint and muscle health. For example, please explain in greater detail how your topical spermaceti cream support cell membranes and enhance synovial function and how the ingredients in your calcification cream alleviate discomfort and stiffness. 18.In light of the range of supplements and topical creams sold, please revise your disclosure, where appropriate, to provide a breakdown of your top products by revenue.

December 20, 2024 Page 5 Our Strategies, page 15 19.You state that your products comply with “microbiological guidelines for food” to ensure they are safe for consumption. Please specify which products comply with such guidelines and revise to expand your disclosure relating to these microbiological guidelines and the relevant regulatory authorities. 20.We note your disclosure that you are committed to cultivating mutually beneficial relationships with your partners and envision your partners enjoying the advantages of larger orders as your business expands. Please revise to disclose your current partners, if any, and expand your disclosure to describe what types of parties you intend to seek as partners in the future. Future Plans, page 16 21.We note your disclosure relating to your plans to establish physical health centers in Hong Kong and Singapore, which will provide customers the opportunity to purchase products directly and experience free trials of your products. You also reference access to medical report analysis and consultations online. Please expand your disclosure here and in your prospectus summary to discuss your physical health centers in greater detail and clarify whether your physical health centers will provide medical examinations and consultations for your customers. 22.We note your disclosure that your strategic vision includes “broadening your product line” and exploring new markets within the 12 months following this offering. Please expand your disclosure to discuss the types of products you intend to add to your product line and specify the jurisdictions in which you are planning to explore and the expected timeline. We refer to your disclosure on page 15 that you intend to operate in Singapore, Malaysia and Macau in the future. Please also revise your Use of Proceeds section to reflect your plans to broaden your product line within the 12 months following this offering accordingly. Government Regulations, page 16 23.Please revise to elaborate further on applicable government and industry regulations in the United States and Hong Kong as it relates to your products. By way of example only, we refer to your statement that your topical creams comply with FDA regulations concerning mercury compounds. Please identify the topical creams that include mercury compounds, where appropriate, and briefly discuss the FDA’s regulations concerning mercury compounds in cosmetics. Directors and Executive Officers and Corporate Governance, page 22 24.We note that Mr. Chan is currently serving as Chief Executive Officer at Scientist Home Limited. Please revise to clarify whether he is serving full-time in that role, in addition to his role as Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer, and Director of the company. To the extent that he is splitting his time between such roles at each company, please update your risk factor disclosure to address his allocation of time between the companies and any conflicts of interest.

December 20, 2024 Page 6 Financial Statements for the Period Ended September 30, 2024 Note 1. Organization and Business Background, page F-7 25.We note that Scientist Home Future Health Limited (the registrant), was incorporated on July 3, 2024 and on September 26, 2024 acquired 100% of the equity interests of Scientist Home Future Health Holding Limited (Holdings) from your Chief Executive Officer, Mr. Chan Siu Hung (CEO). In addition, we further note that on September 26, 2024, Holdings acquired 100% of the equity interests of Scientist Home HK from your CEO. Based on the apparent common ownership of the registrant and these acquired entities, please expand your disclosures to clarify that these transactions have been accounted for as entities under common control and provide all the disclosures required by ASC 805-50-50. In addition, address the following comments: •Expand your disclosures to clarify, if true, that the net assets acquired were recorded at historical costs and that these transactions have been shown as if they had occurred at the beginning of the period presented (July 3, 2024, in your case). Refer to ASC 805-50-45. •To the extent that Holdings or Scientist Home HK had operations prior to their acquisition by the registrant, please provide you assessment as to whether these entities were the registrant's predecessors. Please note that the definition of "predecessor" in Regulation C, Rule 405 is very broad. For purposes of financial statements, designation of an acquired business as a predecessor is generally required where a registrant succeeds to substantially all of the business of another entity (or group of entities) and the registrant's own ope

Show Raw Text
December 20, 2024
Chan Siu Hung
Chief Executive Officer
Scientist Home Future Health Limited
3/F, Mow Hing Industrial Building, 205 Wai Yip Street
Kwun Tong, Kowloon, Hong Kong
Re:Scientist Home Future Health Limited
Amendment No. 1 to Registration Statement on Form S-1
Filed November 25, 2024
File No. 333-283430
Dear Chan Siu Hung:
            We have reviewed your registration statement and have the following comments.
            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.
Amendment No. 1 to Registration Statement on Form S-1 filed November 25, 2024
Prospectus Summary, page 1
1.We refer to your disclosure that you sell health supplements and topical creams to
address “health challenges” and “long-term wellness” for a diverse customer base.
Please revise this section to expand your description of your business. By way of
example only, please provide greater detail relating to the types of health supplements
and topical creams that you sell, the types of health challenges and concerns that your
products aim to address, and your customer base in Hong Kong. We refer to your
disclosure on page 15.
We note that your organizational structure includes two subsidiaries, Scientist Home
Future Health Holding Limited, a company domesticated in the Marshall Islands, and
Scientist Home Future Health Limited, a company domesticated in Hong Kong.
Please revise to disclose when each of your subsidiaries were incorporated and its
business purpose. We also refer to your disclosure on pages 15 and 22 that you source 2.

December 20, 2024
Page 2
your products from a related party, Scientist Home Limited, which is a Hong Kong
company that was founded by your Chief Executive Officer in 2008. Please expand
your disclosure to provide more detail relating to your relationship with Scientist
Home Limited.
3.We note that the name of your wholly owned subsidiary that is domesticated in Hong
Kong is also Scientist Home Future Health Limited. Please revise to clearly disclose
how you will refer to your subsidiary when providing the disclosure throughout the
document so that it is clear to investors which entity the disclosure is referencing and
which subsidiary or entity is conducting the business operations. We refer to your
disclosure on page F-7.
Risks Relating to Our Company and Our Industry
US GAAP Expertise, page 4
4.Based on your disclosures on page 22, it is not clear that your CEO has US GAAP
experience. Please tell us the background and experience of the people who are
primarily responsible for preparing and supervising the preparation of your financial
statements and their knowledge of U.S. GAAP and SEC rules and regulations,
including education, professional designations such as Certified Public Accountant
(U.S.) and professional experience in preparing and/or auditing financial statements
prepared in accordance with U.S. GAAP.  If your CEO does not have sufficient
knowledge of US GAAP and SEC rules and regulations, please provide a risk factor
that appropriately addresses the potential implications of this limited knowledge.
Risk Factors
U.S. investors may have difficulty enforcing judgments against our Company and Officers.,
page 6
5.We note your statement on page 6 that all of your directors and officers are nationals
or residents of jurisdictions other than the United States. Please revise here and
elsewhere as appropriate to state the residency of your officers and directors.
The JOBS ACT will allow the Company..., page 7
6.You disclose that the Company has elected not to opt out of the extension of time to
comply with new or revised financial accounting standards available under Section
102(b)(1) of the JOBS Act. You erroneously state that "Among other things, this
means that the Company's independent registered public accounting firm will not be
required to provide an attestation report on the effectiveness of the Company's internal
control over financial reporting..."  Please revise to clarify that this election allows
you to delay the adoption of new or revised accounting standards that have different
effective dates for public and private companies until those standards apply to private
companies. Also state that as a result of this election, your financial statements may
not be comparable to companies that comply with public company effective dates.
Our securities lack a pre-existing market, and the emergence of an active trading market is
uncertain, potentially causing our common..., page 8
We note your plan to seek quotation on the OTC Pink Markets. We also note your risk
factor that "[t]he development of an active trading market for our common stock, if it 7.

December 20, 2024
Page 3
occurs, and its liquidity are unpredictable." Please revise your risk factor disclosure
acknowledging that you may not be eligible for such quotation and describe the
impact on the liquidity of your shares and the potential impact on investors in the
absence of a trading market.
Results of Operations from July 3, 2024 (Inception) to September 30, 2024, page 13
8.Please provide a discussion for your cost of revenues.  Address any specific terms of
the exclusive distributor agreement with Scientist Home Limited that impact your cost
of revenues.
Emerging Trends in Precision Nutrition, page 14
9.We refer to your disclosure that precision nutrition seeks to optimize health through
“molecular profiling” at the individual level due to the interactions between “genetic
backgrounds, physiology, microbiomes, underlying health conditions, behaviors,
social influences, and environmental exposures…” Please expand your disclosure to
discuss whether the precision nutrition approach requires the expertise of medical
professionals or certain devices or technologies to provide such “targeted nutritional
recommendations.” We also note your disclosure on page 15 that you intend to offer
“personalized customer experiences” and “tailored product recommendations based
on individual health conditions.” Please discuss, where appropriate, whether you plan
to utilize medical practitioners to provide tailored product recommendations to your
customers. Please also balance your disclosure to clarify that Mr. Chan, your CEO, is
currently the only customer service representative that provides product
recommendations to customers online.
Industry Overview, page 14
10.We note your disclosure that the global health and wellness market reached
approximately $3.78 trillion in 2023, which is projected to grow at a CAGR of 4.1%
and potentially reach $5.45 trillion by 2032. You also disclose that the global dietary
supplements market is valued at $191.1 billion in 2020 and is projected to reach
$307.8 billion by 2028, and that the global nutraceutical market may reach up to $599
billion by 2030. However, we note your products are primarily focused on supporting
bone and joint health, with one topical product formulated to provide relief from
hemorrhoids and varicose veins. Given your disclosure that you primarily operate in
Hong Kong with plans to expand your operations in Southeast Asia, please revise to
disclose the estimated market for the supplement and topical products for bone, joint,
and muscle health, hemorrhoids and varicose veins in Southeast Asia.
Neutraceutical Supplements, page 14
11.Please expand your disclosure to discuss the material differences between
“nutraceutical” supplements and other types of supplements.
Business Model and Operations, page 15
We note your disclosure that "[a]ll product quality control and testing is conducted by
[y]our sole supplier." You also state that you source your products from a related
party, Scientist Home Limited, which operates as the exclusive distributor for your 12.

December 20, 2024
Page 4
proprietary products. Please revise your disclosure throughout the registration
statement to clearly state, if true, that your sole supplier, who also conducts your
quality control and testing, is Scientist Home Limited. Please revise your risk factor to
disclosure the risk of relying on a sole supplier. Additionally, to the extent that you
are dependent on Scientist Home Limited or any other suppliers, please identify such
suppliers, disclose the material terms of your agreements with such suppliers and
distributors, and file these agreements as exhibits to your registration statement or
explain to us why you believe you are not required to do so. See Items 101(h)(4)(v)
and 601(b)(10) of Regulation S-K.
13.We note your disclosure that your sessions with customers "incorporate real case
studies, discussing diagnoses and showcasing the transformative results achieved with
[y]our product." Please revise your disclosure to clarify whether these studies and
diagnoses were conducted and reviewed by licensed medical professionals.
Current Business Operations, page 15
14.We note your disclosure that you specialize in retail trading of health supplements and
topical creams. You also state on page 15 that you intend to facilitate sales through a
secure online platform “in addition to direct transactions at [y]our office location” in
the future. Please expand your disclosure here and where appropriate to describe your
retail trading, including your customer base and whether you are currently selling
your products at your office location and online. In your revised disclosure, please
also provide additional detail relating to your future online platform and how it would
differ from your current online platform, if applicable. We refer to your disclosure on
page 15 that Mr. Chan serves as the customer service representative via live chat on
the online platform.
15.We refer to your statement that you offer “specialized formulations that blend the
wisdom of traditional medicine and modern science with the power of natural
ingredients.” Please provide greater detail relating to your specialized formulations,
the differences between traditional medicine and modern science, and the types
of natural ingredients incorporated in your formulations.
16.We note your statements on page 15 that your Scientist Home vein cream and
calcification cream provide “effective relief” and “effectively manages discomfort and
pain,” respectively. Determinations of safety and efficacy are within the sole authority
of the FDA; please remove all references and/or implications of safety and efficacy or
substantiate your claims.
17.Please revise to provide the basis for your claims that many of your products generally
promote bone, joint and muscle health. For example, please explain in greater detail
how your topical spermaceti cream support cell membranes and enhance synovial
function and how the ingredients in your calcification cream alleviate discomfort and
stiffness.
18.In light of the range of supplements and topical creams sold, please revise your
disclosure, where appropriate, to provide a breakdown of your top products by
revenue.

December 20, 2024
Page 5
Our Strategies, page 15
19.You state that your products comply with “microbiological guidelines for food” to
ensure they are safe for consumption. Please specify which products comply with
such guidelines and revise to expand your disclosure relating to these microbiological
guidelines and the relevant regulatory authorities.
20.We note your disclosure that you are committed to cultivating mutually beneficial
relationships with your partners and envision your partners enjoying the advantages of
larger orders as your business expands. Please revise to disclose your current partners,
if any, and expand your disclosure to describe what types of parties you intend to seek
as partners in the future.
Future Plans, page 16
21.We note your disclosure relating to your plans to establish physical health centers in
Hong Kong and Singapore, which will provide customers the opportunity to purchase
products directly and experience free trials of your products. You also reference
access to medical report analysis and consultations online. Please expand your
disclosure here and in your prospectus summary to discuss your physical health
centers in greater detail and clarify whether your physical health centers will provide
medical examinations and consultations for your customers.
22.We note your disclosure that your strategic vision includes “broadening your product
line” and exploring new markets within the 12 months following this offering. Please
expand your disclosure to discuss the types of products you intend to add to your
product line and specify the jurisdictions in which you are planning to explore and the
expected timeline. We refer to your disclosure on page 15 that you intend to operate in
Singapore, Malaysia and Macau in the future. Please also revise your Use of Proceeds
section to reflect your plans to broaden your product line within the 12 months
following this offering accordingly.
Government Regulations, page 16
23.Please revise to elaborate further on applicable government and industry regulations
in the United States and Hong Kong as it relates to your products. By way of example
only, we refer to your statement that your topical creams comply with FDA
regulations concerning mercury compounds. Please identify the topical creams that
include mercury compounds, where appropriate, and briefly discuss the FDA’s
regulations concerning mercury compounds in cosmetics.
Directors and Executive Officers and Corporate Governance, page 22
24.We note that Mr. Chan is currently serving as Chief Executive Officer at Scientist
Home Limited. Please revise to clarify whether he is serving full-time in that role, in
addition to his role as Chief Executive Officer, Chief Financial Officer, President,
Secretary, Treasurer, and Director of the company. To the extent that he is splitting
his time between such roles at each company, please update your risk factor disclosure
to address his allocation of time between the companies and any conflicts of interest.

December 20, 2024
Page 6
Financial Statements for the Period Ended September 30, 2024
Note 1. Organization and Business Background, page F-7
25.We note that Scientist Home Future Health Limited (the registrant), was incorporated
on July 3, 2024 and on September 26, 2024 acquired 100% of the equity interests of
Scientist Home Future Health Holding Limited (Holdings) from your Chief Executive
Officer, Mr. Chan Siu Hung (CEO).  In addition, we further note that on September
26, 2024, Holdings acquired 100% of the equity interests of Scientist Home HK from
your CEO. Based on the apparent common ownership of the registrant and these
acquired entities, please expand your disclosures to clarify that these transactions have
been accounted for as entities under common control and provide all the disclosures
required by ASC 805-50-50. In addition, address the following comments:
•Expand your disclosures to clarify, if true, that the net assets acquired were
recorded at historical costs and that these transactions have been shown as if
they had occurred at the beginning of the period presented (July 3, 2024, in your
case).  Refer to ASC 805-50-45.
•To the extent that Holdings or Scientist Home HK had operations prior to their
acquisition by the registrant, please provide you assessment as to whether these
entities were the registrant's predecessors. Please note that the definition of
"predecessor" in Regulation C, Rule 405 is very broad. For purposes of financial
statements, designation of an acquired business as a predecessor is generally
required where a registrant succeeds to substantially all of the business of another
entity (or group of entities) and the registrant's own ope