SEC Comment Letter 0000000000-25-003310 to Polibeli Group Ltd (PLBL)
Polibeli Group Ltd
Date: March 27, 2025 · CIK: 0002035697 · Accession: 0000000000-25-003310
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-285821
Letter
Re: Polibeli Group Ltd Chenghe Acquisition II Co. Registration Statement on Form F-4 Filed March 14, 2025 File No. 333-285821 Dear Hua Chen and Yixuan Yuan:
March 27, 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
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. March 27, 2025 Page 2 Registration Statement on Form F-4 filed March 14, 2025 Cover Page
1. We note your revision to the Resale Prospectus cover page to now state that the shares will be sold at US$10.00 per Company Class A Ordinary Share. Please revise to state that it will sell at this price for the duration of the offering. Polibeli Group Ltd. Consolidated Financial Statements, page F-3
2. Please update your financial statements, or file as an exhibit to the filing the necessary representations as to why such update is not required. Refer to Item 8.A.4 of Form 20-F and Instruction 2 thereto. Chenghe Acquisition II Co. Financial Statements, page F-64
3. Please update your financial statements to comply with Rule 8-08 of Regulation S-X. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement.
Please contact Tony Watson at 202-551-3318 or Angela Lumley at 202-551-3398 if you have questions regarding comments on the financial statements and related matters. Please contact Scott Anderegg at 202-551-3342 or Mara Ransom at 202-551-3264 with any other questions.
Sincerely,
Division of
Corporation Finance
Office of Trade &
Services
cc: Chris Centrich
Show Raw Text
<DOCUMENT> <TYPE>TEXT-EXTRACT <SEQUENCE>2 <FILENAME>filename2.txt <TEXT> March 27, 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. Registration Statement on Form F-4 Filed March 14, 2025 File No. 333-285821 Dear Hua Chen and Yixuan Yuan: 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. March 27, 2025 Page 2 Registration Statement on Form F-4 filed March 14, 2025 Cover Page 1. We note your revision to the Resale Prospectus cover page to now state that the shares will be sold at US$10.00 per Company Class A Ordinary Share. Please revise to state that it will sell at this price for the duration of the offering. Polibeli Group Ltd. Consolidated Financial Statements, page F-3 2. Please update your financial statements, or file as an exhibit to the filing the necessary representations as to why such update is not required. Refer to Item 8.A.4 of Form 20-F and Instruction 2 thereto. Chenghe Acquisition II Co. Financial Statements, page F-64 3. Please update your financial statements to comply with Rule 8-08 of Regulation S-X. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. Please contact Tony Watson at 202-551-3318 or Angela Lumley at 202-551-3398 if you have questions regarding comments on the financial statements and related matters. Please contact Scott Anderegg at 202-551-3342 or Mara Ransom at 202-551-3264 with any other questions. Sincerely, Division of Corporation Finance Office of Trade & Services cc: Chris Centrich </TEXT> </DOCUMENT>