Correspondence 0001493152-25-008855 from Rainbow Capital Holdings Ltd (RNBW)
Rainbow Capital Holdings Ltd
Date: March 3, 2025 · CIK: 0002046919 · Accession: 0001493152-25-008855
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-284975
Referenced dates: February 28, 2025
Letter
United States Securities and Exchange Commission Division of Corporation Finance Office of Industrial Applications and Services Re: Rainbow Capital Holdings Limited Registration Statement on Form F-1 Filed February 14, 2025 File No. 333-284975
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 28, 2025 (the “Staff’s Letter”) regarding the Company’s Registration Statement on Form F-1 (the “Form F-1”). Contemporaneously, we are filing the Amendment No. 1 to the Form F-1 via Edgar (the “Amendment No. 1”).
In order to facilitate the review by the staff of the Securities and Exchange Commission (the “Staff”) of the Amendment No. 1, 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
March 3, 2025
Page
Form F-1 filed February 14, 2025
Risks related to doing business in Hong Kong
The PRC government may exert significant oversight or may exert more control, page 13
1. Please refer to the first paragraph at the top of page 16. We note your disclosure here that “the PRC government currently does not exert direct influence or discretion over the manner we conduct our business activities in Hong Kong, outside of Mainland China.” Given the risk that the Chinese government may intervene or influence your operations at any time, or may exert more control over offerings conducted overseas and/or foreign investment in China-based issuers, which could result in a material change in your operations and/or the value of the securities you are registering for sale, please revise this paragraph and remove these and similar statements throughout the registration statement. We remind you that, pursuant to federal securities rules, the term “control” (including the terms “controlling,” “controlled by,” and “under common control with”) as defined in Securities Act Rule 405 means “the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract, or otherwise.”
Response: The Company has revised the disclosure on page 16 of the Amendment No. 1 in response to this comment.
2. Please refer to the second paragraph at the top of page 16. Please revise to remove the language “in extreme cases” when describing a situation that may cause the value of your securities to significantly decline or become worthless.
Response: The Company has revised the disclosure on page 16 of the Amendment No. 1 in response to this comment.
Capitalization, page 42
3. We note the adjustments and footnote descriptions for changes to Additional Paid-In Capital for Pro Forma as Adjusted and Pro Forma As Adjusted with Full Exercise of Over-Allotment Shares. Please revise your disclosures to include more details quantifying the adjustments and items comprising the adjustments. For example, we note that that the Additional Paid-In Capital for the Pro Forma As Adjusted increased by approximately $4.9 million, which differs from the $5.1 million proceeds to the Company disclosed on page iv and the $3.8 million estimated net proceeds disclosed on pages 39 and 42.
Response: Additional Paid-In Capital for the Pro Forma As Adjusted would increase by $3,889,503, which is in line with the estimated net proceeds. The Company has revised the disclosure on pages 39 and 42 of the Amendment No. 1 in response to this comment.
4. We note your disclosure on page 40 stating on October 31, 2024, Rainbow Capital declared a dividend in the aggregate amount of HK$18,443,364 (approximately US$2,373,877) to Mr. Choi and Mr. Leung. Given the significance of the transaction, please revise your Capitalization and Dilution information to give effect to the dividend on a pro forma basis. Refer to Rule 11-01(a)(8) of Regulation S-X.
Response: The Company has revised the disclosure on pages 42 and 43 of the Amendment No. 1 in response to this comment, to take into account the effect of the dividend declared on October 31, 2024.
United States Securities and Exchange Commission
March 3, 2025
Page
Dilution, page 43
5. We note your presentation of Dilution per Class A Ordinary Share to new investors. Give your disclosure on page F-25 that the Class B Shares share equally in dividends and residual net assets on a per ordinary share basis, please tell us how you have considered the Class B Ordinary Shares in your computation of the Dilution, as well as the related Net tangible book value per Ordinary Share and Pro forma net tangible book value per Class A Ordinary Share calculations. Revise your disclosures to clarify accordingly.
Response: The Company has revised the disclosure on page 43 of the Amendment No. 1 in response to this comment, to take into account both Class A Ordinary Shares and Class B Ordinary Shares.
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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CORRESP
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
March
3, 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
Registration
Statement on Form F-1
Filed
February 14, 2025
File
No. 333-284975
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 28, 2025 (the “Staff’s Letter”) regarding the Company’s Registration
Statement on Form F-1 (the “Form F-1”). Contemporaneously, we are filing the Amendment No. 1 to the Form F-1 via Edgar
(the “Amendment No. 1”).
In
order to facilitate the review by the staff of the Securities and Exchange Commission (the “Staff”) of the Amendment
No. 1, 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
March 3, 2025
Page
2
Form
F-1 filed February 14, 2025
Risks
related to doing business in Hong Kong
The
PRC government may exert significant oversight or may exert more control, page 13
1. Please
refer to the first paragraph at the top of page 16. We note your disclosure here that “the
PRC government currently does not exert direct influence or discretion over the manner we
conduct our business activities in Hong Kong, outside of Mainland China.” Given the
risk that the Chinese government may intervene or influence your operations at any time,
or may exert more control over offerings conducted overseas and/or foreign investment in
China-based issuers, which could result in a material change in your operations and/or the
value of the securities you are registering for sale, please revise this paragraph and remove
these and similar statements throughout the registration statement. We remind you that, pursuant
to federal securities rules, the term “control” (including the terms “controlling,”
“controlled by,” and “under common control with”) as defined in Securities
Act Rule 405 means “the possession, direct or indirect, of the power to direct or cause
the direction of the management and policies of a person, whether through the ownership of
voting securities, by contract, or otherwise.”
Response:
The Company has revised the disclosure on page 16 of the Amendment No. 1 in response to this comment.
2. Please
refer to the second paragraph at the top of page 16. Please revise to remove the language
“in extreme cases” when describing a situation that may cause the value of your
securities to significantly decline or become worthless.
Response:
The Company has revised the disclosure on page 16 of the Amendment No. 1 in response to this comment.
Capitalization,
page 42
3. We
note the adjustments and footnote descriptions for changes to Additional Paid-In Capital
for Pro Forma as Adjusted and Pro Forma As Adjusted with Full Exercise of Over-Allotment
Shares. Please revise your disclosures to include more details quantifying the adjustments
and items comprising the adjustments. For example, we note that that the Additional Paid-In
Capital for the Pro Forma As Adjusted increased by approximately $4.9 million, which differs
from the $5.1 million proceeds to the Company disclosed on page iv and the $3.8 million estimated
net proceeds disclosed on pages 39 and 42.
Response:
Additional Paid-In Capital for the Pro Forma As Adjusted would increase by $3,889,503, which is in line with the estimated net
proceeds. The Company has revised the disclosure on pages 39 and 42 of the Amendment No. 1 in response to this comment.
4. We
note your disclosure on page 40 stating on October 31, 2024, Rainbow Capital declared a dividend
in the aggregate amount of HK$18,443,364 (approximately US$2,373,877) to Mr. Choi and Mr.
Leung. Given the significance of the transaction, please revise your Capitalization and Dilution
information to give effect to the dividend on a pro forma basis. Refer to Rule 11-01(a)(8)
of Regulation S-X.
Response:
The Company has revised the disclosure on pages 42 and 43 of the Amendment No. 1 in response to this comment, to take into account
the effect of the dividend declared on October 31, 2024.
United
States Securities and Exchange Commission
March 3, 2025
Page
3
Dilution,
page 43
5. We
note your presentation of Dilution per Class A Ordinary Share to new investors. Give your
disclosure on page F-25 that the Class B Shares share equally in dividends and residual net
assets on a per ordinary share basis, please tell us how you have considered the Class B
Ordinary Shares in your computation of the Dilution, as well as the related Net tangible
book value per Ordinary Share and Pro forma net tangible book value per Class A Ordinary
Share calculations. Revise your disclosures to clarify accordingly.
Response:
The Company has revised the disclosure on page 43 of the Amendment No. 1 in response to this comment, to take into account both Class A Ordinary Shares and Class B Ordinary
Shares.
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