SEC Comment Letter 0000000000-25-001999 to Polibeli Group Ltd (PLBL)
Polibeli Group Ltd
Date: Feb. 20, 2025 · CIK: 0002035697 · Accession: 0000000000-25-001999
AI Filing Summary & Sentiment
Reasoning
Letter
February 20, 2025 Hua Chen Chief Executive Officer Polibeli Group Ltd Polibeli, Lt 49th Sahid Sudirman Centre Jl. Jenderal Sudirman No. Kav. 13-15 Lt 49 RT.10/RW.11, Karet Tengsin, Kecamatan Tanah Abang Kota Jakarta Pusat, Daerah Khusus Ibukota Jakarta Republic of Indonesia Yixuan Yuan Chief Executive Officer Chenghe Acquisition II Co. 38 Beach Road #29-11 South Beach Tower Singapore Re:Polibeli Group Ltd Chenghe Acquisition II Co. Amendment No. 4 to Draft Registration Statement on Form F-4 Submitted February 3, 2025 CIK No. 0002035697 Dear Hua Chen and Yixuan Yuan: We have reviewed your amended draft registration statement and have the following comment. Please respond to this letter by providing the requested information and either submitting an amended draft registration statement or publicly filing your registration statement on EDGAR. 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 the information you provide in response to this letter and your amended draft registration statement or filed registration statement, we may have additional comments.
February 20, 2025 Page 2 Amendment No. 4 to Draft Registration Statement on Form F-4 Cover Page 1.Revise your Resale Prospectus to disclose at what price the Company Shareholder intends to sell the shares registered consistent with Item 501(b)(3) of Regulation S-K. In this regard, given your disclosure that the Company Shareholder is deemed to be an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act, this offering appears to be primary offering that is ineligible to be conducted "at-the- market" pursuant to Rule 415(a)(4) and the shares must be sold at a fixed price for the duration of the offering. Please contact Scott Anderegg at 202-551-3342 or Mara Ransom at 202-551-3264 with any questions. Sincerely, Division of Corporation Finance Office of Trade & Services cc:Chris Centrich
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February 20, 2025
Hua Chen
Chief Executive Officer
Polibeli Group Ltd
Polibeli, Lt 49th Sahid Sudirman Centre
Jl. Jenderal Sudirman No. Kav. 13-15 Lt 49
RT.10/RW.11, Karet Tengsin, Kecamatan Tanah Abang
Kota Jakarta Pusat, Daerah Khusus Ibukota Jakarta
Republic of Indonesia
Yixuan Yuan
Chief Executive Officer
Chenghe Acquisition II Co.
38 Beach Road #29-11
South Beach Tower
Singapore
Re:Polibeli Group Ltd
Chenghe Acquisition II Co.
Amendment No. 4 to Draft Registration Statement on Form F-4
Submitted February 3, 2025
CIK No. 0002035697
Dear Hua Chen and Yixuan Yuan:
We have reviewed your amended draft registration statement and have the following
comment.
Please respond to this letter by providing the requested information and either
submitting an amended draft registration statement or publicly filing your registration
statement on EDGAR. 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 the information you provide in response to this letter and your
amended draft registration statement or filed registration statement, we may have additional
comments.
February 20, 2025
Page 2
Amendment No. 4 to Draft Registration Statement on Form F-4
Cover Page
1.Revise your Resale Prospectus to disclose at what price the Company Shareholder
intends to sell the shares registered consistent with Item 501(b)(3) of Regulation S-K.
In this regard, given your disclosure that the Company Shareholder is deemed to be an
“underwriter” within the meaning of Section 2(a)(11) of the Securities Act, this
offering appears to be primary offering that is ineligible to be conducted "at-the-
market" pursuant to Rule 415(a)(4) and the shares must be sold at a fixed price for the
duration of the offering.
Please contact Scott Anderegg at 202-551-3342 or Mara Ransom at 202-551-3264
with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Chris Centrich