SEC Comment Letter for RIKU DINING GROUP Ltd (CIK 0002058976) — Jun 12, 2025
RIKU DINING GROUP Ltd (CIK 0002058976)
Date: June 12, 2025 · CIK: 0002058976 · Accession: 0000000000-25-006225
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Letter
June 12, 2025 Luk Siu Fung Mark Vice Chairman and Executive Director RIKU DINING GROUP Ltd 46/F, Lee Garden One, 33 Hysan Avenue Causeway Bay, K3 Re:RIKU DINING GROUP Ltd Amendment No. 2 to Draft Registration Statement on Form F-1 Submitted June 2, 2025 CIK No. 0002058976 Dear Luk Siu Fung Mark: We have reviewed your amended draft registration statement and have the following comment. 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. Unless we note otherwise, any references to prior comments are to comments in our May 23, 2025 letter. Amendment No. 2 to Draft Registration Statement submitted on June 2, 2025 Cover page We note your revised disclosure, which now states that your "subsidiaries and business operations are not subject to the specific laws and regulations adopted by the PRC, as they exclude Hong Kong and Macau." Your reference to "they exclude" is unclear. Revise here and elsewhere relevant, including on pages 9, 32, Alt-14, and Alt-19, to clarify. In this regard, we note your disclosure throughout the draft registration statement, stating, among other things, that "due to the long arm provisions under the current PRC laws and regulations, the Chinese government may exercise significant oversight and discretion over the conduct of such business and 1.
June 12, 2025 Page 2 may influence such operations at any time." Please contact Eddie Kim at 202-551-8713 or Mara Ransom at 202-551-3264 if you have any questions. Sincerely, Division of Corporation Finance Office of Trade & Services cc:Janeane Ferrari
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June 12, 2025
Luk Siu Fung Mark
Vice Chairman and Executive Director
RIKU DINING GROUP Ltd
46/F, Lee Garden One, 33 Hysan Avenue
Causeway Bay, K3
Re:RIKU DINING GROUP Ltd
Amendment No. 2 to Draft Registration Statement on Form F-1
Submitted June 2, 2025
CIK No. 0002058976
Dear Luk Siu Fung Mark:
We have reviewed your amended draft registration statement and have the following
comment.
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. Unless we note otherwise, any references to prior comments are to comments in
our May 23, 2025 letter.
Amendment No. 2 to Draft Registration Statement submitted on June 2, 2025
Cover page
We note your revised disclosure, which now states that your "subsidiaries and
business operations are not subject to the specific laws and regulations adopted by the
PRC, as they exclude Hong Kong and Macau." Your reference to "they exclude" is
unclear. Revise here and elsewhere relevant, including on pages 9, 32, Alt-14, and
Alt-19, to clarify. In this regard, we note your disclosure throughout the draft
registration statement, stating, among other things, that "due to the long arm
provisions under the current PRC laws and regulations, the Chinese government may
exercise significant oversight and discretion over the conduct of such business and 1.
June 12, 2025
Page 2
may influence such operations at any time."
Please contact Eddie Kim at 202-551-8713 or Mara Ransom at 202-551-3264 if you
have any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Janeane Ferrari