SecProbe.io

June 5, 2025
Cheung Ho Chak Ryan
Chief Executive Officer
PressLogic Inc.
26/F, Chinachem Leighton Plaza
29 Leighton Road, Causeway Bay
Hong Kong
Re:PressLogic Inc.
Draft Registration Statement on Form F-1
Submitted May 9, 2025
CIK No. 0002058867
Dear Cheung Ho Chak Ryan:
            We have reviewed your draft registration statement and have the following
comment(s).
            Please respond to this letter by providing the requested information and either
submitting an amended draft registration statement or publicly filing your registration
statement on EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing the information you provide in response to this letter and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form F-1
Cover Page
We note your disclosure that "PressLogic Inc. is a Cayman Islands holding company
with no business operations of its own." Please revise to expressly state that you are
not a Chinese operating company. Additionally, clearly acknowledge that Chinese
regulatory authorities could disallow this holding company structure, which would
likely result in a material change in your operations and/or a material change in the
value of the securities you are registering for sale, including that it could cause the
value of such securities to significantly decline or become worthless.
 1.

June 5, 2025
Page 2
Lastly, please provide a cross-reference to your detailed discussion of risks facing the
company and the offering as a result of this structure.
2.Please provide on the prospectus cover page, as you do on page 4, a description of
how cash is transferred through your organization. We also note your disclosure on
page 4 that "[a]s of the date of this prospectus, no such dividends or distributions have
been made to date from our Hong Kong or BVI subsidiaries to the holding company
or the U.S. Investors, other than the distribution in specie in connection with the
Restructuring." Please revise page 4 to quantify the referenced distribution and its tax
consequences and make conforming revisions where appropriate. Additionally, please
revise page 4 and elsewhere as appropriate to clarify whether any transfers, dividends
and distributions have been made by the holding company to its subsidiaries. In this
regard, we note your disclosure on page 4 only addresses transfers from the
subsidiaries to the holding company. Lastly, please ensure that the disclosure
regarding cash transfers on the prospectus cover page and on page 4 is accompanied
by a cross-reference to the consolidated financial statements.
3.Please revise the prospectus cover page, page 4, the summary risk factors and risk
factors to clearly state whether there are limitations on your ability to transfer cash
between you, your subsidiaries, or investors. In this regard, your disclosure on page 4
that "there are no restrictions or limitation under the laws of Hong Kong on the
conversion of HK$ into foreign currencies and the remittance of currencies out of
Hong Kong or across borders and to PressLogic Inc." is unclear on this point. On
the prospectus cover page, provide a cross-reference to your discussion of this issue in
your prospectus summary, summary risk factors, and risk factors sections, as well.
4.To the extent you have cash management policies that dictate how funds are
transferred between you, your subsidiaries or investors, summarize the policies on
the prospectus cover page and in the prospectus summary, and disclose the source of
such policies (e.g., whether they are contractual in nature, pursuant to regulations,
etc.); alternatively, state on the prospectus cover page and in the prospectus summary
that you have no such cash management policies that dictate how funds are
transferred. Additionally, please provide a cross-reference on the prospectus cover
page to the discussion of this issue in the prospectus summary.
Prospectus Summary
Overview, page 1
5.Please revise to discuss your business in greater detail so that investors can get a
better understanding of your business and operations.
Summary of Risk Factors
Risks Related to Doing Business in Hong Kong, page 2
Please revise your summary of risk factors to disclose the risks that your corporate
structure and being based in or having the majority of the company’s operations in
China or Hong Kong poses to investors. In particular, describe the significant
regulatory, liquidity, and enforcement risks arising from the legal system in China,
including risks and uncertainties regarding the enforcement of laws and that rules and
regulations in China can change quickly with little advance notice; and the risk that 6.

June 5, 2025
Page 3
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. Acknowledge any risks
that any actions by the Chinese government to exert more oversight and control over
offerings that are conducted overseas and/or foreign investment in China-based
issuers could significantly limit or completely hinder your ability to offer or continue
to offer securities to investors and cause the value of such securities to significantly
decline or be worthless. Lastly, please ensure that each summary risk factor related to
your being a China-based issuer is accompanied with a cross-reference (title and page)
to the relevant individual detailed risk factor.
7.We note your disclosure on pages 4 and 24 that "funds may not be available to
support operations or for other uses outside of Hong Kong due to potential
interventions or the imposition of restrictions by the PRC government on [y]our
ability or that of our subsidiaries to transfer cash." Please revise the summary of risk
factors to also include this disclosure.
Permission Required From Chinese Authorities for This Offering, page 3
8.Please disclose each permission or approval that you or your subsidiaries are required
to obtain from Chinese authorities to operate your business and to offer the securities
being registered to foreign investors. State whether you or your subsidiaries are
covered by permissions requirements from the China Securities Regulatory
Commission (CSRC), Cyberspace Administration of China (CAC) or any other
governmental agency that is required to approve the company's operations, and state
affirmatively whether you have received all requisite permissions or approvals and
whether any permissions or approvals have been denied. With respect to each
conclusion, explain how you arrived at such conclusions regarding regulatory
permissions, approvals or denials as well as the basis for such conclusions. Please also
describe the consequences to you and your investors if you or your subsidiaries: (i) do
not receive or maintain such permissions or approvals, (ii) inadvertently conclude that
such permissions or approvals are not required, or (iii) applicable laws, regulations, or
interpretations change and you are required to obtain such permissions or approvals in
the future. In this regard, we note that your existing disclosure and references to PRC
counsel and their opinion is vague and should directly address the permission
requirements from CSRC and CAC and their opinion with respect to such permission
requirements.
Our History and Corporate Structure, page 4
9.Please revise the diagram of the company's organizational structure to detail the pre
and post-offering ownership amounts and voting power of your Class A and Class B
ordinary shares. Please include enough detail so that investors can appreciate your
dual-class structure.
10.Please revise the diagram of the company's organizational structure to identify the
minority shareholders and their percentage of shareholdings in Lead Famous Limited
and Ample Advance Limited.

June 5, 2025
Page 4
Implications of Being a Controlled Company, page 5
11.We note your disclosure here as well as on the prospectus cover page and page 31 that
you will be a controlled company following the offering. Please revise the prospectus
summary to i) state, if true, that the controlling stockholder will have the ability to
determine all matters requiring approval by stockholders including the election of
directors, amendment of governing documents, and approval of major corporate
transactions and ii) clarify, to the extent true, that in the event that you were to lose
your “controlled company” status, you could still rely on the relevant listing
exchange's rules that permit a foreign private issuer to follow its home country
requirements to some extent concerning corporate governance issues, including
whether a majority of its board of directors must be independent. Please make
conforming revisions to page 31 to the extent such disclosure is not already provided.
Conventions which Apply to This Prospectus, page 6
12.Please revise here to clearly include a definition of "China" and the "PRC" and clarify
whether Hong Kong is excluded from such definition. In this regard, we note your
disclosure on the prospectus cover page that "the legal and operational risks
associated in mainland China may also apply to operations in Hong Kong," but it is
unclear whether you intend to exclude Hong Kong from your definition of China and
the PRC. Additionally, to the extent you exclude Hong Kong from your definition of
China and the PRC, please revise the prospectus cover page to more
specifically discuss the applicable laws and regulations in Hong Kong as well as the
related risks and consequences. As examples only, disclose how regulatory actions
related to data security or anti-monopoly concerns in Hong Kong have or may impact
your ability to conduct your business, accept foreign investment or list on a
U.S./foreign exchange.
Risk Factors
Risks Related to Doing Business in Hong Kong, page 23
13.Given the Chinese government’s significant oversight and discretion over the conduct
and operations of your business, please revise to describe any material impact that
intervention, influence, or control by the Chinese government has or may have on
your business or on the value of your securities. Highlight separately the risk that the
Chinese government may intervene or influence your operations at any time, which
could result in a material change in your operations and/or the value of your
securities. Also, given recent statements by the Chinese government indicating an
intent to exert more oversight and control over offerings that are conducted overseas
and/or foreign investment in China-based issuers, acknowledge the risk that any such
action could significantly limit or completely hinder your ability to offer or continue
to offer securities to investors and cause the value of such securities to significantly
decline or be worthless. We remind you that, pursuant to federal securities rules, the
term “control” (including the terms “controlling,” “controlled by,” and “under
common control with”) 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.

June 5, 2025
Page 5
Certain judgments obtained against us or our management . . ., page 36
14.We note your disclosure here and on page 42 that all of your directors and executive
officers are "nationals or residents of jurisdictions other than the United States." To
the extent your directors and executive officers are located in the PRC or Hong Kong,
please revise here and on page 42 to identify all relevant individuals.
Management's Discussion and Analysis of Financial Condition and Results of Operations,
page 46
15.Please describe, and quantify to the extent possible, any known trends and
uncertainties that have had or that you reasonably expect will have a material
favorable or unfavorable impact on your revenue or results of operations. Refer to
Item 5 of Form 20-F. Also, please clarify whether inflation has had or is expected to
have a material impact on your operations and results and, to the extent applicable,
provide related risk factor disclosure.
Concentration Risk, page 58
16.We note your disclosure here that "'[f]or the year ended December 31, 2023, one
supplier . . . accounted for 63.9% of our cost of revenue" and "[f]or the year ended
December 31, 2024, the same supplier accounted for 60.7% of our cost of revenue."
To the extent you are materially dependent on this supplier, please disclose here and
elsewhere as appropriate, the name of such supplier. Additionally, please revise the
"Business" section to describe the material terms of any agreements entered into with
the supplier and file such agreements as exhibits to the registration statement or tell us
why you believe you are not required to do so. Refer to Item 601(b)(10) of Regulation
S-K.
Business
Our Market Opportunity, page 59
17.We note this section discusses projected CAGR growth rates across various market
segments and includes representations regarding new growth opportunities. To the
extent true, please revise to confirm that such projections and representations are
derived from the Frost & Sullivan report. Alternatively, please revise to clearly
disclose the sources of such statements.
Our Solutions, page 64
We note your disclosure here that you offer the following services: (i) advertorial and
editorial contents, (ii) newsfeeds contents, (iii) sponsorship, (iv) display
advertisements, (v) influencer marketing and (vi) SaaS services. However, we note
that for the fiscal years ended December 31, 2024 and December 31, 2023, you only
generated revenue from your (i) digital marketing solutions, (ii) software-as-a-service
and (iii) display banner services. With a view to providing investors with a balanced
picture of your business and revenues, please clarify here, in the prospectus summary
and elsewhere as appropriate, your revenue generating services and clearly describe
which, if any, of your offered services constitute the revenue-generating category of
"digital marketing solutions." If any of your services described here are currently 18.

June 5, 2025
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dormant or aspirational, or if you have not yet generated revenue from them, please
make this clear in the disclosure.
SaaS Solution: MediaLens, page 67
19.You reference that your platform leverages artificial intelligence and incorporates
"advanced algorithms and software systems designed to optimize advertising and
marketing efforts." Please provide your definition of “artificial intelligence” in the
context of your business and explain how it is used in your platform and differs from
simple algorithmic code that automates processes in your platform. In addition, clarify
whether your platform utilizes third-party artificial intelligence products or internally
developed artificial intelligence processes. Additionally, please provide a more
detailed discussion regarding the specific data points or types of data your artificial
intelligence platform collects and utilizes and clarify whether your AI or machine
learning models use outside data sources, such as publicly available datasets or from
your other customers, or if they are closed-loop systems. Lastly, please include an
appropriate risk factor addressing the material risks to your business, operations, and
financial condition in connection with the use and development of products using
generative artificial intelligence technology, as appropriate.
Principal Shareholders, page 83
20.Please revise to identify the natural person(s) with voting and/or investment control
over the shares held by Meitu Investment Ltd