Correspondence 0001493152-25-006909 from Rainbow Capital Holdings Ltd (RNBW)
Rainbow Capital Holdings Ltd
Date: Feb. 14, 2025 · CIK: 0002046919 · Accession: 0001493152-25-006909
AI Filing Summary & Sentiment
Reasoning
Referenced dates: February 12, 2025
Letter
United States Securities and Exchange Office of Industrial Applications and Services Amendment No. 2 Draft Registration Statement on Form F-1 Submitted February 3, 2025 CIK No. 0002046919
Dear Messrs. Garrett, Klein, Stickel, and Block:
On behalf of our client, Rainbow Capital Holdings Limited (the “Company”), we hereby provide a response to the comments issued in a letter dated February 12, 2025 (the “Staff’s Letter”) regarding the Company’s Draft Registration Statement on Form F-1 (the “F-1”). Contemporaneously, we are filing a public filing on Form F-1.
In order to facilitate the review by the staff of the Securities and Exchange Commission (the “Staff”), 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.
Los Angeles New York Chicago Nashville Washington, DC San Francisco Beijing Hong Kong www.loeb.com
For the United States offices, a limited liability partnership including professional corporations. For Hong Kong office, a limited liability partnership.
United States Securities and Exchange Commission
February 14, 2025
Page
Amendment No. 2 to Draft Registration Statement on Form F-1
Note 2 - Summary of Significant Accounting Policies
Revision, page F-18
1. 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-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.
Response:
The Company has revised the disclosure on pages 55, F-2, F-6, F-18 and F-28 of the public filing on Form F-1 in response to this comment.
Please call me at 212-407-4063 if you would like additional information with respect to any of the foregoing. Thank you.
Sincerely,
/s/
Alex Weniger-Araujo, Esq.
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1
filename1.htm
Loeb
& Loeb LLP
901
New York Avenue, N.W.
Washington,
D.C. 20001
345
Park Avenue
New
York, NY 10154
Main
Fax
Main
Fax
202.618.5000
202.217.2554
212.407.4000
212.407.4990
February 14,
2025
United
States Securities and Exchange
Commission
Division of Corporation Finance
Office
of Industrial Applications and Services
100
F Street, N.E.
Washington,
D.C. 20549
Attn:
Katharine Garrett
Robert Klein
John Stickel
Susan Block
Re:
Rainbow Capital Holdings
Limited
Amendment
No. 2
Draft
Registration Statement on Form F-1
Submitted
February 3, 2025
CIK
No. 0002046919
Dear
Messrs. Garrett, Klein, Stickel, and Block:
On
behalf of our client, Rainbow Capital Holdings Limited (the “Company”), we hereby provide a response to the comments issued
in a letter dated February 12, 2025 (the “Staff’s Letter”) regarding the Company’s Draft Registration
Statement on Form F-1 (the “F-1”). Contemporaneously, we are filing a public filing on Form F-1.
In
order to facilitate the review by the staff of the Securities and Exchange Commission (the “Staff”), 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.
Los
Angeles New
York Chicago Nashville Washington,
DC San Francisco Beijing Hong Kong www.loeb.com
For
the United States offices, a limited liability partnership including professional corporations. For Hong Kong office, a limited liability
partnership.
United
States Securities and Exchange Commission
February
14, 2025
Page
2
Amendment
No. 2 to Draft Registration Statement on Form F-1
Note
2 - Summary of Significant Accounting Policies
Revision,
page F-18
1. 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-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.
Response:
The
Company has revised the disclosure on pages 55, F-2, F-6, F-18 and F-28 of the public filing on Form F-1 in response to
this comment.
Please
call me at 212-407-4063 if you would like additional information with respect to any of the foregoing. Thank you.
Sincerely,
/s/
Alex Weniger-Araujo, Esq.
Alex Weniger-Araujo, Esq.
Partner
cc: Larry Choi, Chief Executive Officer of Rainbow Capital Holdings Limited