SEC Company Response from Beta FinTech Holdings Ltd (BTFT) (CIK 0002046216) — Jun 27, 2025
Beta FinTech Holdings Ltd (BTFT) (CIK 0002046216)
Date: June 27, 2025 · CIK: 0002046216 · Accession: 0001213900-25-059033
AI Filing Summary & Sentiment
File numbers found in text: 333-287759
Referenced dates: June 24, 2025
Letter
United States Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, N.E. Washington, D.C. 20549 Attn: Todd Schiffman and James Lopez Re: Beta FinTech Holdings Limited Form F-1 filed June 4, 2025 File No. 333-287759
Dear Messrs. Schiffman and Lopez:
On behalf of our client, Beta FinTech Holdings Limited (the “Company”), we hereby provide a response to the comments issued in a letter dated June 24, 2025 (the “Staff’s Letter”) regarding the Company’s Registration Statement on Form F-1 (the “Registration Statement”) filed June 4, 2025. Contemporaneously, we are filing an Amendment to Registration Statement on Form F-1 (the “Amendment”) via Edgar.
In order to facilitate the review by the staff of the Securities and Exchange Commission (the “Staff”) of the Amendment, we have responded, on behalf of the Company, to the comments set forth in the Staff’s Letter on a point-by-point basis. The numbered paragraphs set forth below respond to the Staff’s comments and correspond to the numbered paragraph in the Staff’s Letter.
Form F-1 filed June 4, 2025
Summary, page 1
1. We note your response to prior comment 2. Please revise Summary and Business to disclose when the company “finished its first voluntary filing” and disclose, as stated supplementally, that the company plans to continue to file annual reports with the CSRC.
Response: In response to the Staff’s comments, the Company has revised the disclosure on page 8 of the Amendment.
June 27, 2025
Page 2
2. We also note the statement in response to prior comment 2 that the majority of the investors are overseas institutional investors. Please provide similar statements in Summary and Business and further clarify in the disclosure why the U.S. dollar denominated municipal bond offerings are “not defined as overseas securities offering[s]” given that these Mainland China municipal bond offerings are sold mostly to overseas investors.
Response: In response to the Staff’s comments, the Company has revised the disclosure on cover page, pages 7, 21, 94 and 97 of the Amendment.
3. Additionally, we note the statement on the cover page and elsewhere that “we and our subsidiaries do not have any operations in Mainland China (although the Group has customers and vendors from Mainland China).” We also note the statement on the cover page and elsewhere that the company has “no operations in Mainland China.” These unqualified statements appear inconsistent with the response to prior comment 2. Please revise Summary and Business to reconcile with the statement in response to prior comment 2 that the company has “in-person interactions with the issuers in Mainland China.” Clarify the nature and frequency of these meetings and disclose any other activities in Mainland China.
Based on your response to prior comment 2, it appears that “third-party professional institutions” provide due diligence for municipal bond offerings. Clarify this fact in the disclosure and address the extent to which there is uncertainty associated with being deemed to be indirectly conducting operations in Mainland China via third parties. Provide revised Risk Factor disclosure clarifying any uncertainty with respect to being subject to the Trial Measures by virtue of relying on third parties to conduct a key part of the company’s operations. Similarly revise for your brokerage and other operations to the extent any of those operations are conducted on a limited nature in Mainland China or by third parties in Mainland China.
Response: In response to the Staff’s comments, the Company has revised the disclosure on cover page, pages 7, 21, 23, 94, 96, 97 and 98 of the Registration Statement.
Please call me at 212-407-4939 if you would like additional information with respect to any of the foregoing. Thank you.
Sincerely,
/s/ Xiaoqin (“Sherry”) Li
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CORRESP
1
filename1.htm
Xiaoqin
(“Sherry”) Li
Senior
Counsel
345
Park Avenue
New York, NY 10154
Direct 212.407.4939
Main 212.407.4000
Fax 212.407.4990
xli@loeb.com
June 27, 2025
United States Securities and Exchange Commission
Division of Corporation Finance
Office of Trade & Services
100 F Street, N.E.
Washington, D.C. 20549
Attn: Todd Schiffman and James Lopez
Re: Beta FinTech Holdings Limited
Form F-1 filed June 4, 2025
File No. 333-287759
Dear Messrs. Schiffman and Lopez:
On behalf of our client, Beta FinTech
Holdings Limited (the “Company”), we hereby provide a response to the comments issued in a letter dated June 24, 2025 (the “Staff’s
Letter”) regarding the Company’s Registration Statement on Form F-1 (the “Registration Statement”) filed June
4, 2025. Contemporaneously, we are filing an Amendment to Registration Statement on Form F-1 (the “Amendment”) via Edgar.
In order to facilitate the review
by the staff of the Securities and Exchange Commission (the “Staff”) of the Amendment, we have responded, on behalf of the
Company, to the comments set forth in the Staff’s Letter on a point-by-point basis. The numbered paragraphs set forth below respond
to the Staff’s comments and correspond to the numbered paragraph in the Staff’s Letter.
Form F-1 filed June 4, 2025
Summary, page 1
1. We note your response to prior comment 2. Please revise Summary and Business to disclose when the company “finished its first
voluntary filing” and disclose, as stated supplementally, that the company plans to continue to file annual reports with the CSRC.
Response: In response
to the Staff’s comments, the Company has revised the disclosure on page 8 of the Amendment.
June 27, 2025
Page 2
2. We also note the statement in response to prior comment 2 that the majority of the investors are overseas institutional investors.
Please provide similar statements in Summary and Business and further clarify in the disclosure why the U.S. dollar denominated municipal
bond offerings are “not defined as overseas securities offering[s]” given that these Mainland China municipal bond offerings
are sold mostly to overseas investors.
Response: In response to the
Staff’s comments, the Company has revised the disclosure on cover page, pages 7, 21, 94 and 97 of the Amendment.
3. Additionally, we note the statement on the cover page and elsewhere that “we and our subsidiaries do not have any operations
in Mainland China (although the Group has customers and vendors from Mainland China).” We also note the statement on the cover page
and elsewhere that the company has “no operations in Mainland China.” These unqualified statements appear inconsistent with
the response to prior comment 2. Please revise Summary and Business to reconcile with the statement in response to prior comment 2 that
the company has “in-person interactions with the issuers in Mainland China.” Clarify the nature and frequency of these meetings
and disclose any other activities in Mainland China.
Based on your response to prior comment
2, it appears that “third-party professional institutions” provide due diligence for municipal bond offerings. Clarify this
fact in the disclosure and address the extent to which there is uncertainty associated with being deemed to be indirectly conducting operations
in Mainland China via third parties. Provide revised Risk Factor disclosure clarifying any uncertainty with respect to being subject to
the Trial Measures by virtue of relying on third parties to conduct a key part of the company’s operations. Similarly revise for
your brokerage and other operations to the extent any of those operations are conducted on a limited nature in Mainland China or by third
parties in Mainland China.
Response: In
response to the Staff’s comments, the Company has revised the disclosure on cover page, pages 7, 21, 23, 94, 96, 97 and 98 of
the Registration Statement.
Please call me at 212-407-4939 if you would like
additional information with respect to any of the foregoing. Thank you.
Sincerely,
/s/ Xiaoqin (“Sherry”) Li
Xiaoqin (“Sherry”) Li
Senior Counsel