CORRESP Filing
ETOILES CAPITAL GROUP CO., LTD
Date: June 2, 2025 · CIK: 0002058349 · Accession: 0001213900-25-049832
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-287302
Referenced dates: May 29, 2025
Letter
Via Edgar Transmission Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services Washington, D.C. 20549 Etoiles Capital Group Co., Ltd. Amendment No. 1 to Registration Statement on Form F-1 Submitted May 23, 2025 File No. 333-287302
Re:
Dear SEC Officers:
On behalf of Thrive Capital Group Co., Ltd. (the "Company"), we have set forth below responses to the comments of the staff (the "Staff") of the Securities and Exchange Commission contained in its letter dated May 29, 2025 with respect to Amendment No. 1 to Registration Statement on Form F-1, File No. 333-287302 ("F-1"), filed on May 23, 2025 by the Company. For your convenience, the text of the Staff's comments is set forth below in bold, followed in each case by the Company's responses. Please note that all references to page numbers in the responses are references to the page numbers in revised Form F-1 (the "Revised F-1"), filed concurrently with the submission of this letter in response to the Staff's comments.
For the Staff's convenience, the Staff's comment has been stated below in its entirety, with the Company's response set out immediately underneath such comment.
Amendment No. 1 to Registration Statement on Form F-1 Filed May 23, 2025
Our Corporate History and Structure, page 56
1.
We note your statement that "Etoiles Zeneo Investment Limited proposed to surrender 5,000,000 Class B Ordinary Shares to the Company for the cancellation, and the Company approved the surrender and cancellation of such shares on May 8, 2025." Please revise to note whether Etoiles Zeneo Investment Limited received any consideration for cancellation of the shares, and if so state the amount. If it did not receive any consideration, please revise to state as much and state why not.
Response: In response to the Staff's comment, the Company has amended the relevant disclosures on pages 57, F-20, F-24, and II-2 of the Revised F-1.
Please contact the undersigned at (852) 3923-1188 if you have any questions with respect to the responses contained in this letter.
Sincerely,
/s/ Lawrence S. Venick
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CORRESP
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filename1.htm
June 2, 2025
Via Edgar Transmission
Alyssa Wall and Cara Wirth
Securities and Exchange Commission
Division of Corporation Finance
Office of Trade & Services
Washington, D.C. 20549
Re:
Etoiles Capital Group Co., Ltd.
Amendment No. 1 to Registration Statement on Form F-1
Submitted May 23, 2025
File No. 333-287302
Dear SEC Officers:
On behalf of Thrive Capital
Group Co., Ltd. (the "Company"), we have set forth below responses to the comments of the staff (the "Staff")
of the Securities and Exchange Commission contained in its letter dated May 29, 2025 with respect to Amendment No. 1 to Registration Statement
on Form F-1, File No. 333-287302 ("F-1"), filed on May 23, 2025 by the Company. For your convenience, the text of the Staff's
comments is set forth below in bold, followed in each case by the Company's responses. Please note that all references to page numbers
in the responses are references to the page numbers in revised Form F-1 (the "Revised F-1"), filed concurrently with the submission
of this letter in response to the Staff's comments.
For the Staff's convenience,
the Staff's comment has been stated below in its entirety, with the Company's response set out immediately underneath such
comment.
Amendment No. 1 to Registration Statement on
Form F-1 Filed May 23, 2025
Our Corporate History and Structure, page 56
1.
We note your statement that "Etoiles Zeneo
Investment Limited proposed to surrender 5,000,000 Class B Ordinary Shares to the Company for the cancellation, and the Company approved
the surrender and cancellation of such shares on May 8, 2025." Please revise to note whether Etoiles Zeneo Investment Limited received
any consideration for cancellation of the shares, and if so state the amount. If it did not
receive any consideration, please revise to
state as much and state why not.
Response: In response
to the Staff's comment, the Company has amended the relevant disclosures on pages 57, F-20, F-24, and II-2 of the Revised
F-1.
Please contact the undersigned
at (852) 3923-1188 if you have any questions with respect to the responses contained in this letter.
Sincerely,
/s/ Lawrence S. Venick
Lawrence S. Venick
Direct Dial: +852.3923.1188
Email: lvenick@loeb.com