SEC Comment Letter for SONIC LIGHTING, INC. (CIK 0002068074) — Jul 17, 2025
SONIC LIGHTING, INC. (CIK 0002068074)
Date: July 17, 2025 · CIK: 0002068074 · Accession: 0000000000-25-007604
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July 17, 2025
Dao Chung Cheung
Chief Executive Officer and Director
Sonic Lighting, Inc.
19385 E. Walnut Drive North
City of Industry, CA 91748
Re:Sonic Lighting, Inc.
Amendment No. 1 to Draft Registration Statement on Form S-1
Submitted June 23, 2025
CIK No. 0002068074
Dear Dao Chung Cheung:
We have reviewed your amended 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. Unless we note otherwise, any references to prior comments are to comments in
our June 11, 2025 letter.
Amendment No. 1 to Draft Registration Statement on Form S-1
Cover Page
1.We note your revised disclosure in response to prior comment 4. Please revise your
disclosure here to identify all four stockholders who will control the company. In this
regard, we note that elsewhere you include Mr. Ka Kit Mak among the controlling
stockholders and Founders.
July 17, 2025
Page 2
Business
Customers, page 57
2.We note your revised disclosure in response to prior comment 7. Please expand your
disclosure to clarify what percentage of sales were generated by the top customers.
We note here that you state your top five customers accounted for 64% of your
revenue, yet on page F-16 you state that your top two customers accounted for 85% of
your revenue for 2024. Please revise for consistency.
General
3.Please provide us with supplemental copies of all written communications, as defined
in Rule 405 under the Securities Act, that you, or anyone authorized to do so on your
behalf, have presented or expect to present to potential investors in reliance on Section
5(d) of the Securities Act, whether or not you retained, or intend to retain, copies of
those communications. Please contact the staff member associated with the review of
this filing to discuss how to submit the materials, if any, to us for our review.
Please contact Aamira Chaudhry at 202-551-3389 or Angela Lumley at 202-551-3398
if you have questions regarding comments on the financial statements and related
matters. Please contact Alyssa Wall at 202-551-8106 or Taylor Beech at 202-551-4515 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Mengyi “Jason” Ye