CORRESP Filing
Rainbow Capital Holdings Ltd
Date: July 8, 2025 · CIK: 0002046919 · Accession: 0001641172-25-018109
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-284975
Referenced dates: July 2, 2025
Letter
United States Securities and Exchange Commission Division of Corporation Finance Office of Finance 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 Messrs. Davis, Klein, Arzonetti 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 July 2, 2025 (the " Staff ' s Letter ") regarding the Company's Registration Statement on Form F-1 (the " F - 1 "). Contemporaneously, we are filing the Amendment No. 4 to the Registration Statement on Form F-1 via Edgar (the " Amendment No . 4 ").
In order to facilitate the review by the staff of the U.S. Securities and Exchange Commission (the " Staff ") of the Amendment No. 4, 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.
Amendment No. 3 to the Registration Statement on Form F-1
General
1. 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 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").
Response : The Company notes the Staff's comment and in response thereto has revised the disclosure on pages iii, iv, 3, 17, 18, 108 and 109 to Amendment No. 4 to the Registration Statement.
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
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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
July
8, 2025
United
States Securities and Exchange Commission
Division
of Corporation Finance
Office
of Finance
100
F Street, N.E.
Washington,
D.C. 20549
Attn:
Shannon Davis
Robert Klein
Robert Arzonetti
Susan Block
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
Messrs. Davis, Klein, Arzonetti 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 July 2, 2025 (the " Staff ' s Letter ") regarding the Company's Registration
Statement on Form F-1 (the " F - 1 "). Contemporaneously, we are filing the Amendment No. 4 to the Registration
Statement on Form F-1 via Edgar (the " Amendment No . 4 ").
In
order to facilitate the review by the staff of the U.S. Securities and Exchange Commission (the " Staff ") of the Amendment
No. 4, 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.
Amendment
No. 3 to the Registration Statement on Form F-1
General
1. 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 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").
Response :
The Company notes the Staff's comment and in response thereto has revised the disclosure on pages iii, iv, 3, 17, 18, 108 and 109
to Amendment No. 4 to the Registration Statement.
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