SEC Comment Letter 0000000000-25-001582 to Rainbow Capital Holdings Ltd (RNBW)
Rainbow Capital Holdings Ltd
Date: Feb. 12, 2025 · CIK: 0002046919 · Accession: 0000000000-25-001582
AI Filing Summary & Sentiment
Reasoning
Letter
February 12, 2025 Larry Choi Chief Executive Officer Rainbow Capital Holdings Limited No. 710, 7/F, Wing On House No. 71 Des Voeux Road Central Central, Hong Kong Re:Rainbow Capital Holdings Limited Amendment No. 2 to Draft Registration Statement on Form F-1 Submitted February 3, 2025 CIK No. 0002046919 Dear Larry Choi: We have reviewed your amended draft registration statement and have the following comment. Please respond to this letter by providing the requested information and either submitting an amended draft registration statement or publicly filing your registration statement on EDGAR. 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 the information you provide in response to this letter and your amended draft registration statement or filed registration statement, we may have additional comments. Unless we note otherwise, any references to prior comments are to comments in our January 31, 2025 letter. Amendment No. 2 to Draft Registration Statement on Form F-1 Note 2 - Summary of Significant Accounting Policies Revision, page F-18 We note your response to comment 3 and revised disclosure on page F-18 discussing the revision to the previously issued financial statements for the error correction. Given the significant changes to your net cash generated from operating activities and cash used in financing activities resulting from the correction, it is unclear how such revisions are "immaterial." Further, we note that the auditor appears to have dual-1.
February 12, 2025 Page 2 dated the audit report on page F-2 to reflect the correction to the misstatement in the previously issued financial statements. Accordingly, please revise and ensure that the restated financial statements are labeled as “restated." In addition, revise your disclosure on page F-18 to clarify accordingly and disclose all information required by ASC 250-10-50-7. Lastly, please update the audit report on page F-2 to include an explanatory paragraph. Refer to paragraph 16 of PCAOB Auditing Standard (“AS”) 2820. Please contact Katharine Garrett at 202-551-2332 or Robert Klein at 202-551-3847 if you have questions regarding comments on the financial statements and related matters. Please contact John Stickel at 202-551-3324 or Susan Block at 202-551-3210 with any other questions. Sincerely, Division of Corporation Finance Office of Finance
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February 12, 2025
Larry Choi
Chief Executive Officer
Rainbow Capital Holdings Limited
No. 710, 7/F, Wing On House
No. 71 Des Voeux Road Central
Central, Hong Kong
Re:Rainbow Capital Holdings Limited
Amendment No. 2 to
Draft Registration Statement on Form F-1
Submitted February 3, 2025
CIK No. 0002046919
Dear Larry Choi:
We have reviewed your amended draft registration statement and have the following
comment.
Please respond to this letter by providing the requested information and either
submitting an amended draft registration statement or publicly filing your registration
statement on EDGAR. 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 the information you provide in response to this letter and your
amended draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, any references to prior comments are to comments in
our January 31, 2025 letter.
Amendment No. 2 to Draft Registration Statement on Form F-1
Note 2 - Summary of Significant Accounting Policies
Revision, page F-18
We note your response to comment 3 and revised disclosure on page F-18 discussing
the revision to the previously issued financial statements for the error correction.
Given the significant changes to your net cash generated from operating activities and
cash used in financing activities resulting from the correction, it is unclear how such
revisions are "immaterial." Further, we note that the auditor appears to have dual-1.
February 12, 2025
Page 2
dated the audit report on page F-2 to reflect the correction to the misstatement in the
previously issued financial statements. Accordingly, please revise and ensure
that the restated financial statements are labeled as “restated." In addition, revise your
disclosure on page F-18 to clarify accordingly and disclose all information required by
ASC 250-10-50-7. Lastly, please update the audit report on page F-2 to include an
explanatory paragraph. Refer to paragraph 16 of PCAOB Auditing Standard (“AS”)
2820.
Please contact Katharine Garrett at 202-551-2332 or Robert Klein at 202-551-3847 if
you have questions regarding comments on the financial statements and related
matters. Please contact John Stickel at 202-551-3324 or Susan Block at 202-551-3210 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Finance