SEC Company Response from ELC Group Holdings Ltd. (ELCG) (CIK 0002039096) — Aug 7, 2025
ELC Group Holdings Ltd. (ELCG) (CIK 0002039096)
Date: Aug. 7, 2025 · CIK: 0002039096 · Accession: 0001641172-25-022524
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-285524
Referenced dates: August 6, 2025
Letter
Division of Corporation Finance Office of Trade & Services Response to the Staff’s Comments on Amendment No. 4 to Registration Statement on Form F-1 Filed July 25, 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 August 6, 2025 on the Company’s amended registration statement on Form F-1 filed on July 25, 2025 (the “Amended Registration Statement”).
The Staff’s comments are repeated below in bold and are followed by the Company’s responses. 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. 4 to Registration Statement on Form F-1
General
1. Please update your financial statements, or file as an exhibit to the filing the necessary representations as to why such update is not necessary. Refer to Item 8.A.4 of Form 20-F and Instruction 2 thereto.
In response to the Staff’s comment, the Company respectfully submits that it is relying on Instruction 2 to Item 8.A.4 and represents to the Commission that the Company is not required to comply with the 12-month requirement in any other jurisdiction outside the United States and that complying with the 12-month requirement is impracticable and would result in undue hardship for the Company. The Company has filed its representations in a letter of representation as exhibit 99.4 to the Draft Registration Statement.
If you have any questions regarding the Amended 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
August
7, 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. 4 to Registration Statement on Form F-1
Filed
July 25, 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 August 6, 2025 on
the Company’s amended registration statement on Form F-1 filed on July 25, 2025 (the “Amended Registration Statement”).
The
Staff’s comments are repeated below in bold and are followed by the Company’s responses. 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. 4 to Registration Statement on Form F-1
General
1.
Please
update your financial statements, or file as an exhibit to the filing the necessary representations as to why such update is not
necessary. Refer to Item 8.A.4 of Form 20-F and Instruction 2 thereto.
In
response to the Staff’s comment, the Company respectfully submits that it is relying on Instruction 2 to Item 8.A.4 and represents
to the Commission that the Company is not required to comply with the 12-month requirement in any other jurisdiction outside the United
States and that complying with the 12-month requirement is impracticable and would result in undue hardship for the Company. The Company
has filed its representations in a letter of representation as exhibit 99.4 to the Draft Registration Statement.
If
you have any questions regarding the Amended 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