CORRESP Filing
Xpand Boom Technology Inc. (XPD) (CIK 0002060614)
Date: Sept. 17, 2025 · CIK: 0002060614 · Accession: 0001493152-25-013870
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-289591
Referenced dates: September 16, 2025
Letter
Xpand Boom Technology Inc.
18th Floor, Block B
Yuanlun Building, No, 350 Qifei Road
Binjiang District, Hangzhou City
People's Republic of China
September 17, 2025
VIA EDGAR
U.S. Securities and Exchange Commission
F Street, N.E.
Division of Corporation Finance
Office of Trade & Services
Washington, D.C. 20549
Attention: Blaise Rhodes, Rufus Decker, Kate Beukenkamp and Donald Field
Re:
Xpand Boom Technology Inc.
Amendment No. 1 to Registration Statement on Form F-4
Filed September 8, 2025
File No. 333-289591
Ladies and Gentlemen:
On behalf of Xpand Boom Technology Inc. ("Xpand") and HZJL Cayman Limited ("HZJL," and together with Xpand, the "Co-Registrants"), below is the response of the Co-Registrants to the comments of the staff of the Division of Corporation Finance (the "Staff") of the United States Securities and Exchange Commission (the "Commission") set forth in the Staff's letter, dated September 16, 2025, regarding the Co-Registrants' Amendment No. 1 to Registration Statement on Form F-4 (the "Registration Statement") filed with the Commission on September 8, 2025. In connection with this letter, an amendment to the Registration Statement (the "Amended Registration Statement") has been filed with the Commission on the date hereof.
For your convenience, the Staff's comments are set forth in bold, followed by responses on behalf of the Co-Registrants. Unless otherwise indicated, all page references in the responses set forth below are to the pages of the clean copy of the Amended Registration Statement. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Amended Registration Statement.
Amendment No. 1 to Registration Statement on Form F-4
Summary of the Proxy Statement/Prospectus Dilution, page 20
1. Please update the SPAC dilution disclosures here and elsewhere in the filing to start with the SPAC's net tangible book value as of the most recent SPAC balance sheet date (i.e., June 30, 2025). Also, disclose how you computed the $1.862 million decrease in net tangible book value for payment of offering costs. If it relates to the cash payment of $1.869 million in deferred underwriting compensation recorded as a liability on the SPAC's June 30, 2025 balance sheet, also tell us how this transaction would have an impact on the SPAC's net tangible book value. If this transaction relates to offering costs not on the SPAC's balance sheet as of June 30, 2025, also explain in detail.
Response: In response to the Staff's comment, we have revised our dilution disclosures on pages 20 and 90 to start with the SPAC's net tangible book value as of June 30, 2025. We also clarified that the $1.862 million decrease in net tangible book value for payment of offering costs does not relate to deferred underwriting compensation. Rather this amount represents estimated professional expenses, including counsel fees, audit fees and other consulting expenses, to be paid upon the closing of the Business Combination. We have added this explanation in Note (i) to the dilution table on pages 20 and 90.
Selected Historical Financial Information of Rising Dragon, page 175
2. The income statement data for the period from March 8, 2024 (inception) through June 30, 2024 is not consistent with the information presented on page F-3. Additionally, in the statement of cash flow data, the cash at end of period for the period from March 8, 2024 (inception) through December 31, 2024 is inconsistent with the corresponding amount on page F-21. Please revise accordingly.
Response: In response to the Staff's comment, we have revised the disclosure on page 175.
Please call Vivien Bai of Loeb & Loeb LLP at (212) 407-4933, David J. Levine of Loeb & Loeb LLP at (212) 407-4923, or Yu Wang of Han Kun Law Offices LLP at +852 2820 5656 if you have any questions or if would like additional information with respect to any of the foregoing.
Sincerely,
/s/Lulu
Xing
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CORRESP
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filename1.htm
Xpand
Boom Technology Inc.
18th
Floor, Block B
Yuanlun
Building, No, 350 Qifei Road
Binjiang
District, Hangzhou City
People's
Republic of China
September
17, 2025
VIA
EDGAR
U.S.
Securities and Exchange Commission
100
F Street, N.E.
Division
of Corporation Finance
Office
of Trade & Services
Washington,
D.C. 20549
Attention:
Blaise Rhodes, Rufus Decker, Kate Beukenkamp and Donald Field
Re:
Xpand
Boom Technology Inc.
Amendment
No. 1 to Registration Statement on Form F-4
Filed
September 8, 2025
File
No. 333-289591
Ladies
and Gentlemen:
On
behalf of Xpand Boom Technology Inc. ("Xpand") and HZJL Cayman Limited ("HZJL," and together with Xpand, the
"Co-Registrants"), below is the response of the Co-Registrants to the comments of the staff of the Division of Corporation
Finance (the "Staff") of the United States Securities and Exchange Commission (the "Commission") set forth in
the Staff's letter, dated September 16, 2025, regarding the Co-Registrants' Amendment No. 1 to Registration Statement on
Form F-4 (the "Registration Statement") filed with the Commission on September 8, 2025. In connection with this letter, an
amendment to the Registration Statement (the "Amended Registration Statement") has been filed with the Commission on the
date hereof.
For
your convenience, the Staff's comments are set forth in bold, followed by responses on behalf of the Co-Registrants. Unless otherwise
indicated, all page references in the responses set forth below are to the pages of the clean copy of the Amended Registration Statement.
Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Amended Registration Statement.
Amendment
No. 1 to Registration Statement on Form F-4
Summary
of the Proxy Statement/Prospectus
Dilution, page 20
1.
Please
update the SPAC dilution disclosures here and elsewhere in the filing to start with the SPAC's net tangible book value as of the
most recent SPAC balance sheet date (i.e., June 30, 2025). Also, disclose how you computed the $1.862 million decrease in net
tangible book value for payment of offering costs. If it relates to the cash payment of $1.869 million in deferred underwriting
compensation recorded as a liability on the SPAC's June 30, 2025 balance sheet, also tell us how this transaction would
have an impact on the SPAC's net tangible book value. If this transaction relates to offering costs not on the SPAC's balance sheet
as of June 30, 2025, also explain in
detail.
Response: In response
to the Staff's comment, we have revised our dilution disclosures on pages 20 and 90 to start with the SPAC's net
tangible book value as of June 30, 2025. We also clarified that the $1.862 million decrease in net tangible book value for payment
of offering costs does not relate to deferred underwriting compensation. Rather this amount represents estimated professional
expenses, including counsel fees, audit fees and other consulting expenses, to be paid upon the closing of the Business Combination.
We have added this explanation in Note (i) to the dilution table on pages 20 and 90.
Selected
Historical Financial Information of Rising Dragon, page 175
2.
The
income statement data for the period from March 8, 2024 (inception) through June
30, 2024 is not consistent with the information presented on page F-3. Additionally,
in the statement of cash flow data, the cash at end of period for the period from March 8,
2024 (inception) through December 31, 2024 is inconsistent with the corresponding amount
on page F-21. Please revise accordingly.
Response: In response to the Staff's comment, we have revised the disclosure on page 175.
Please
call Vivien Bai of Loeb & Loeb LLP at (212) 407-4933, David J. Levine of Loeb & Loeb LLP at (212) 407-4923, or Yu Wang of Han
Kun Law Offices LLP at +852 2820 5656 if you have any questions or if would like additional information with respect to any of the foregoing.
Sincerely,
/s/Lulu
Xing
Name:
Lulu
Xing
Title:
Director
cc:
Bin
Xiong, CEO, HZJL Cayman Ltd.
Vivien
Bai, Esq., Loeb & Loeb LLP
David
J. Levine, Esq., Loeb & Loeb LLP
Yu
Wang, Esq., Han Kun Law Offices LLP