SEC Company Response from ELC Group Holdings Ltd. (ELCG) (CIK 0002039096) — Jul 25, 2025
ELC Group Holdings Ltd. (ELCG) (CIK 0002039096)
Date: July 25, 2025 · CIK: 0002039096 · Accession: 0001641172-25-020964
AI Filing Summary & Sentiment
File numbers found in text: 333-285524
Referenced dates: July 11, 2024
Letter
Division of Corporation Finance Office of Trade & Services Response to the Staff’s Comments on Amendment No. 3 to Registration Statement on Form F-1 Filed July 9, 2025 File No. 333-285524
Dear Ms. Meadows, Ms. Parker, Mr. Anderegg and Ms. Beech:
On behalf of our client, ELC Group Holdings Ltd., a foreign private issuer 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 Company’s responses to the comments contained in the Staff’s letter dated July 11, 2024 on the Company’s amended registration statement on Form F-1 filed on July 9, 2025. Concurrently with the submission of this letter, the Company is submitting its further amended registration statement on Form F-1 (the “Amended Registration Statement”) via EDGAR to the Commission for confidential review.
The Staff’s comments are repeated below in bold and are followed by the Company’s responses. We have included page references in the Amended 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 Amended Registration Statement.
Partners:
Edwin Luk, June Chan, Connie Cheung, Keith Cheung*#, William Ho, David Liao, Charles Mo, Billy Wong and Yan Zeng
Registered Foreign Lawyers:
Eli Gao (New York), Maurice Hoo (California), Alice Huang (California), Mathew Lewis (New York), Louise Liu (New York), and Ning Zhang (New York)
*China-Appointed Attesting Officer
#Notary Public of Hong Kong
19th Floor
Edinburgh Tower, The Landmark
Queen’s Road Central
Hong Kong
+852.3551.8500
+852.3006.4346
Amendment No. 3 to Registration Statement on Form F-1
Use of Proceeds, page 33
1. You appear to be stating gross proceeds. Please revise to present the net proceeds consistent with the $3.6 million on page 35.
In response to the Staff’s comment, the Company has revised the disclosure on page 33 of the Amended Registration Statement.
If you have any questions regarding the Revised Draft Registration Statement, please contact the undersigned by phone at +852.3551.8688 or via e-mail at louise.liu@morganlewis.com.
Very
truly yours
By:
/s/
Louise L. Liu
Show Raw Text
CORRESP
1
filename1.htm
Morgan,
Lewis & Bockius
19th
Floor, Edinburgh Tower
The
Landmark
15
Queen’s Road Central, Hong Kong
Direct:
+852.3551.8500
Fax:
+852.3006.4346
www.morganlewis.com
WRITER’S
DIRECT LINE
+852.3551.8688
WRITER’S
EMAIL
louise.liu@morganlewis.com
July
25, 2025
Confidential
Ms.
Ta Tanisha Meadows
Ms.
Joel Parker
Mr.
Scott Anderegg
Ms.
Taylor Beech
Division
of Corporation Finance
Office
of Trade & Services
U.S.
Securities and Exchange Commission
100
F Street, N.E.
Washington,
DC 20549
Re:
ELC
Group Holdings Ltd.
Response
to the Staff’s Comments on
Amendment
No. 3 to Registration Statement on Form F-1
Filed
July 9, 2025
File
No. 333-285524
Dear
Ms. Meadows, Ms. Parker, Mr. Anderegg and Ms. Beech:
On
behalf of our client, ELC Group Holdings Ltd., a foreign private issuer 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 Company’s responses to the comments contained in the Staff’s letter dated July 11, 2024 on
the Company’s amended registration statement on Form F-1 filed on July 9, 2025. Concurrently with the submission of this letter,
the Company is submitting its further amended registration statement on Form F-1 (the “Amended Registration Statement”)
via EDGAR to the Commission for confidential review.
The
Staff’s comments are repeated below in bold and are followed by the Company’s responses. We have included page references
in the Amended 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 Amended Registration Statement.
Partners:
Edwin
Luk, June Chan, Connie Cheung, Keith Cheung*#, William Ho, David Liao, Charles Mo, Billy Wong and Yan Zeng
Registered
Foreign Lawyers:
Eli
Gao (New York), Maurice Hoo (California), Alice Huang (California), Mathew Lewis (New York), Louise Liu (New York), and Ning Zhang (New York)
*China-Appointed
Attesting Officer
#Notary
Public of Hong Kong
19th
Floor
Edinburgh
Tower, The Landmark
15
Queen’s Road Central
Hong
Kong
+852.3551.8500
+852.3006.4346
1
Amendment
No. 3 to Registration Statement on Form F-1
Use
of Proceeds, page 33
1.
You
appear to be stating gross proceeds. Please revise to present the net proceeds consistent with the $3.6 million on page 35.
In
response to the Staff’s comment, the Company has revised the disclosure on page 33 of the Amended Registration Statement.
If
you have any questions regarding the Revised Draft Registration Statement, please contact the undersigned by phone at +852.3551.8688
or via e-mail at louise.liu@morganlewis.com.
Very
truly yours
By:
/s/
Louise L. Liu
Louise
L. Liu
Partner
cc:
Leann
Koh Bee Khee, Chief Executive Officer and Director, ELC Group Holdings Ltd.
Mitchell
S. Nussbaum. Angela Dowd, Lili Taheri and Julia Aryeh, Loeb & Loeb LLP
2