UPLOAD Filing
Rainbow Capital Holdings Ltd
Date: July 2, 2025 · CIK: 0002046919 · Accession: 0000000000-25-007011
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-284975
Letter
July 2, 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. 3 to the Registration Statement on Form F-1 Filed June 26, 2025 File No. 333-284975 Dear Larry Choi: We have reviewed your amended registration statement and have the following comment. Please respond to this letter by amending your registration statement and providing the requested information. 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 any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments. Unless we note otherwise, any references to prior comments are to comments in our June 25, 2025 letter. Amendment No. 3 to the Registration Statement on Form F-1 General We note your disclosure on page iii and elsewhere stating that your Operating Subsidiary is registered with the CSRC under Article 21 of the Trial Measures. Please clarify the implications of this registration, including the specific obligations it entails and confirm whether these steps have been completed. In particular, please clarify whether it is merely a notice filing, specify when the initial filing under Article 21 was made, and indicate whether it was a one-time filing and whether your Operating Subsidiary is subject to any ongoing periodic obligations, including updates in the event of changes. Additionally, your disclosure states that the legal and operational risks associated with Mainland China “may” also apply to operations in Hong Kong 1.
July 2, 2025 Page 2 and the Operating Subsidiary “could be” subject to regulatory oversight. Given that your Operating Subsidiary is already registered under Article 21, it appears these should be affirmative statements in the present tense. Please revise where appropriate to clarify and, if necessary, explain the basis for characterizing the applicability of such risks as contingent (“may apply” and "could be subject"). Please contact Shannon Davis at 202-551-6687 or Robert Klein at 202-551-3847 if you have questions regarding comments on the financial statements and related matters. Please contact Robert Arzonetti at 202-551-8819 or Susan Block at 202-551-3210 with any other questions. Sincerely, Division of Corporation Finance Office of Finance cc:Alex Weniger-Araujo
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July 2, 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. 3 to the Registration Statement on Form F-1
Filed June 26, 2025
File No. 333-284975
Dear Larry Choi:
We have reviewed your amended registration statement and have the following
comment.
Please respond to this letter by amending your registration statement and providing
the requested information. 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 any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments. Unless we note
otherwise, any references to prior comments are to comments in our June 25, 2025 letter.
Amendment No. 3 to the Registration Statement on Form F-1
General
We note your disclosure on page iii and elsewhere stating that your Operating
Subsidiary is registered with the CSRC under Article 21 of the Trial Measures. Please
clarify the implications of this registration, including the specific obligations it entails
and confirm whether these steps have been completed. In particular, please clarify
whether it is merely a notice filing, specify when the initial filing under Article 21 was
made, and indicate whether it was a one-time filing and whether your Operating
Subsidiary is subject to any ongoing periodic obligations, including updates in the
event of changes. Additionally, your disclosure states that the legal and operational
risks associated with Mainland China “may” also apply to operations in Hong Kong 1.
July 2, 2025
Page 2
and the Operating Subsidiary “could be” subject to regulatory oversight. Given that
your Operating Subsidiary is already registered under Article 21, it appears these
should be affirmative statements in the present tense. Please revise where appropriate
to clarify and, if necessary, explain the basis for characterizing the applicability of
such risks as contingent (“may apply” and "could be subject").
Please contact Shannon Davis at 202-551-6687 or Robert Klein at 202-551-3847 if
you have questions regarding comments on the financial statements and related
matters. Please contact Robert Arzonetti at 202-551-8819 or Susan Block at 202-551-3210
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:Alex Weniger-Araujo