SEC Company Response from C&K Group Ltd (CIK 0002054947) — Sep 5, 2025
C&K Group Ltd (CIK 0002054947)
Date: Sept. 5, 2025 · CIK: 0002054947 · Accession: 0001213900-25-084923
AI Filing Summary & Sentiment
File numbers found in text: 333-287713
Referenced dates: September 3, 2025
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CORRESP
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C&K Group Limited
Flat 3309-11, 33/F, Tower 5, The Gateway, No.
15 Canton Road
Tsim Sha Tsui, Kowloon, Hong Kong
VIA EDGAR
September 5, 2025
U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Manufacturing
Washington, D.C. 20549
Re:
C&K Group Ltd
Amendment No. 1 to Registration Statement on Form F-1
Filed on August 25, 2025
File No. 333-287713
Dear Ms. Sidwell:
C&K Group Limited (the
“Company,” “we,” “our” or “us”) hereby transmits the Company’s response to the comments
of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
with respect to the Company’s submission of its Amendment No. 1 to Registration Statement on Form F-1 on August 25, 2025 as set
forth in the Staff’s letter dated September 3, 2025 (the “Comment Letter”). Concurrently with the filing of this letter,
the Company is filing its Amendment No. 2 to Registration Statement on Form F-1 (the “Amended Registration Statement”), which
includes changes to reflect the Company’s responses to the Staff’s comments.
For reference purposes, the
text of the Comment Letter has been reproduced herein with responses below each numbered comment. All capitalized terms used and not otherwise
defined herein shall have the meanings set forth in the Amended Registration Statement.
Amendment No. 1 to Form F-1 filed on August
25, 2025
Resale Prospectus, page Alt-1
1.
We note your disclosure indicating that “[n]o sales of the Class A Ordinary Shares covered by this prospectus shall occur until the Class A Ordinary Shares sold in our initial public offering begin trading on the Nasdaq Capital Market.” Please revise to state the price at which the initial public offering shares will be sold prior to the sale of the Class A ordinary shares by the selling shareholders.
Response: The Company respectfully
advises the Staff that it has revised relevant disclosures on the cover page, page Alt-1 (under “The Offering”) and page
Alt-3 (under “Selling Shareholders Plan of Distribution”) of the resale prospectus included in the Amended Registration Statement
to clarify that no resales may occur until after our Class A Ordinary Shares sold in the initial public offering at an assumed initial
public offering price of $4.50 per share, which is the midpoint of the estimated offering price range set forth on the cover page of
the public offering prospectus, have begun trading on the Nasdaq Capital Market. Thereafter, any Class A Ordinary Shares sold by the
selling shareholders will occur at prevailing market prices or privately negotiated prices.
2.
Please revise to include a table of contents for the resale prospectus.
Response: The Company respectfully
advises the Staff that we have revised the resale prospectus included in the Amended Registration Statement to add a table of contents
immediately following the resale prospectus cover page.
We thank the Staff for its review of the foregoing
and the Amended Registration Statement. If you have any questions, please do not hesitate to call our counsel, Jinhua (Anna) Wang, Esq.,
of Robinson & Cole LLP, at (212) 451-2942.
Sincerely,
/s/ Cheng, Ka Ki
Cheng, Ka Ki
Chief Executive Officer, Chairman and Director
cc:
Jinhua (Anna) Wang, Esq.
Robinson & Cole LLP