Correspondence 0001213900-25-024145 from Polibeli Group Ltd (PLBL)
Polibeli Group Ltd
Date: March 14, 2025 · CIK: 0002035697 · Accession: 0001213900-25-024145
AI Filing Summary & Sentiment
Reasoning
Referenced dates: February 20, 2025
Letter
VIA EDGAR Division of Corporation Finance Office of Trade & Services Washington, D.C. 20549 Re: Polibeli Group Ltd (CIK No. 0002035697) Response to the Staff's Comment on the Draft Registration Statement on Form F-4 Confidentially Submitted on February 3, 2025
Dear Mr. Anderegg and Ms. Ransom,
On behalf of our client, Polibeli Group Ltd, a company organized under the laws of the Cayman Islands (the " Company "), we submit to the staff (the " Staff ") of the Securities and Exchange Commission (the " Commission ") this letter setting forth the response to the comment contained in the Staff's letter dated February 20, 2025 on the Company's draft registration statement on Form F-4 confidentially submitted on February 3, 2025 (the " Draft Registration Statement ").
Concurrently with the submission of this letter, the Company is submitting its registration statement on Form F-4 (the " Registration Statement ") and certain exhibits via EDGAR with the Commission.
The Staff's comment is repeated below in bold and are followed by the Company's response. We have included page references in the Registration Statement where the language addressing a particular comment appears. Capitalized terms used but not otherwise defined herein have the meanings set forth in the Registration Statement.
We represent the Company. To the extent any response relates to information concerning Chenghe Acquisition II Co., and such other persons involved in the proposed business combination as set forth in the Registration Statement, such response is included in this letter based on information provided to the Company and us by such other persons or their respective representatives.
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.
In response to the Staff's comment, the Company has revised the disclosure on the cover page and page Alt-3 of the resale prospectus contained in the Registration Statement.
Should you have any questions about the response contained herein, please contact me by telephone at (852) 2840 5026 (office) or via email at stephanie.tang@hoganlovells.com .
Sincerely yours,
/s/ Stephanie Tang
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CORRESP 1 filename1.htm Hogan Lovells 11th Floor, One Pacific Place 88 Queensway Hong Kong 霍金路偉律師行 霍金路偉律師行 香港金鐘道 88 號 太古廣場一座 11 樓 T 電話 +852 2219 0888 F 傳真 +852 2219 0222 DX No 009021 Central www.hoganlovells.com March 14, 2025 VIA EDGAR Mr. Scott Anderegg Ms. Mara Ransom Division of Corporation Finance Office of Trade & Services U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Polibeli Group Ltd (CIK No. 0002035697) Response to the Staff's Comment on the Draft Registration Statement on Form F-4 Confidentially Submitted on February 3, 2025 Dear Mr. Anderegg and Ms. Ransom, On behalf of our client, Polibeli Group Ltd, a company organized under the laws of the Cayman Islands (the " Company "), we submit to the staff (the " Staff ") of the Securities and Exchange Commission (the " Commission ") this letter setting forth the response to the comment contained in the Staff's letter dated February 20, 2025 on the Company's draft registration statement on Form F-4 confidentially submitted on February 3, 2025 (the " Draft Registration Statement "). Concurrently with the submission of this letter, the Company is submitting its registration statement on Form F-4 (the " Registration Statement ") and certain exhibits via EDGAR with the Commission. The Staff's comment is repeated below in bold and are followed by the Company's response. We have included page references in the Registration Statement where the language addressing a particular comment appears. Capitalized terms used but not otherwise defined herein have the meanings set forth in the Registration Statement. We represent the Company. To the extent any response relates to information concerning Chenghe Acquisition II Co., and such other persons involved in the proposed business combination as set forth in the Registration Statement, such response is included in this letter based on information provided to the Company and us by such other persons or their respective representatives. 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. In response to the Staff's comment, the Company has revised the disclosure on the cover page and page Alt-3 of the resale prospectus contained in the Registration Statement. Should you have any questions about the response contained herein, please contact me by telephone at (852) 2840 5026 (office) or via email at stephanie.tang@hoganlovells.com . Sincerely yours, /s/ Stephanie Tang Stephanie Tang CC: Fucheng Yan, Chairman, Polibeli Group Ltd Hua Chen, Chief Executive Officer and Principal Financial Officer, Polibeli Group Ltd Shibin Wang, Chief Executive Officer and Director, Chenghe Acquisition II Co. William Burns, Partner, Paul Hastings LLP Rong Liu, Senior Partner, Marcum Asia CPAs LLP Jerome Ooi, Partner and Co-Founder, Enrome LLP