SEC Comment Letter 0000000000-24-013622 to AsiaStrategy (SORA)
AsiaStrategy
Date: Dec. 10, 2024 · CIK: 0002033515 · Accession: 0000000000-24-013622
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-283448
Letter
December 10, 2024 Kwan Ngai Chief Executive Officer Top Win International Ltd 33/F Sunshine Plaza 353 Lockhart Road, Wan Chai, Hong Kong Re:Top Win International Ltd Registration Statement on Form F-1 Filed November 25, 2024 File No. 333-283448 Dear Kwan Ngai: 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 October 24, 2024 letter. Form F-1 filed November 25, 2024 Description of Share Capital, page 94 1.We note your disclosure on pages 4, 48, and 49 regarding the November 20, 2024 2000-to-1 share split/share subdivision. Please provide a discussion of this share split here and revise the disclosure accordingly. Refer to Item 10(A)(6) of Form 20-F. General 2.We note your revised disclosure and response pursuant to prior comment 2 and reissue in part. Where you discuss the applicability of PRC/Hong Kong laws to your business on page 28, please disclose if you relied on the opinion of your Hong Kong counsel, Stevenson, Wong & Co. If not, please explain why. Please also explain here, as you do on the cover page, why you did not rely on an opinion from PRC counsel.
December 10, 2024 Page 2 Please contact Valeria Franks at 202-551-7705 or Angela Lumley at 202-551-3398 if you have questions regarding comments on the financial statements and related matters. Please contact Jenna Hough at 202-551-3063 or Dietrich King at 202-551-8071 with any other questions. Sincerely, Division of Corporation Finance Office of Trade & Services cc:Yarona L. Yieh
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December 10, 2024
Kwan Ngai
Chief Executive Officer
Top Win International Ltd
33/F Sunshine Plaza
353 Lockhart Road, Wan Chai, Hong Kong
Re:Top Win International Ltd
Registration Statement on Form F-1
Filed November 25, 2024
File No. 333-283448
Dear Kwan Ngai:
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 October 24, 2024 letter.
Form F-1 filed November 25, 2024
Description of Share Capital, page 94
1.We note your disclosure on pages 4, 48, and 49 regarding the November 20,
2024 2000-to-1 share split/share subdivision. Please provide a discussion of this share
split here and revise the disclosure accordingly. Refer to Item 10(A)(6) of Form 20-F.
General
2.We note your revised disclosure and response pursuant to prior comment 2 and
reissue in part. Where you discuss the applicability of PRC/Hong Kong laws to your
business on page 28, please disclose if you relied on the opinion of your Hong Kong
counsel, Stevenson, Wong & Co. If not, please explain why. Please also explain here,
as you do on the cover page, why you did not rely on an opinion from PRC counsel.
December 10, 2024
Page 2
Please contact Valeria Franks at 202-551-7705 or Angela Lumley at 202-551-3398 if
you have questions regarding comments on the financial statements and related
matters. Please contact Jenna Hough at 202-551-3063 or Dietrich King at 202-551-8071 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Yarona L. Yieh