SEC Comment Letter for KWF Group Holding Ltd (CIK 0002068224) — Aug 18, 2025
KWF Group Holding Ltd (CIK 0002068224)
Date: Aug. 18, 2025 · CIK: 0002068224 · Accession: 0000000000-25-008693
AI Filing Summary & Sentiment
File numbers found in text: 333-289240
Letter
August 18, 2025 Chak Lam Wong Chief Executive Officer KWF Group Holding Limited Office D, 22/F, Tower A, Capital Tower No. 38 Wai Yip Street Kowloon, Hong Kong Re:KWF Group Holding Limited Registration Statement on Form F-1 Filed August 5, 2025 File No. 333-289240 Dear Chak Lam Wong: We have reviewed your registration statement and have the following comment. Please respond to this letter by amending your registration statement and providing the requested information. 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 any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments. Registration Statement on Form F-1 Exhibits 1.Please request that Cayman counsel revise its opinion in Exhibit 5.1 to remove inappropriate assumptions or explain the reason for such inclusion. For example, we note section 2, paragraphs (e) and (g). It is not appropriate for counsel to include in its opinion assumptions that assume any of the material facts underlying the opinion or any readily ascertainable facts. Refer to Section II.B.3.a of Staff Legal Bulletin No. 19. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
August 18, 2025 Page 2 Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. Please contact Frank Knapp at 202-551-3805 or Kristina Marrone at 202-551-3429 if you have questions regarding comments on the financial statements and related matters. Please contact Catherine De Lorenzo at 202-551-3772 or Pam Howell at 202-551- 3357 with any other questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction cc:Jeffrey Yeung, Esq.
Show Raw Text
August 18, 2025
Chak Lam Wong
Chief Executive Officer
KWF Group Holding Limited
Office D, 22/F, Tower A, Capital Tower
No. 38 Wai Yip Street
Kowloon, Hong Kong
Re:KWF Group Holding Limited
Registration Statement on Form F-1
Filed August 5, 2025
File No. 333-289240
Dear Chak Lam Wong:
We have reviewed your registration statement and have the following comment.
Please respond to this letter by amending your registration statement and providing
the requested information. 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 any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Registration Statement on Form F-1
Exhibits
1.Please request that Cayman counsel revise its opinion in Exhibit 5.1 to remove
inappropriate assumptions or explain the reason for such inclusion. For example, we
note section 2, paragraphs (e) and (g). It is not appropriate for counsel to include in its
opinion assumptions that assume any of the material facts underlying the opinion or
any readily ascertainable facts. Refer to Section II.B.3.a of Staff Legal Bulletin No.
19.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
August 18, 2025
Page 2
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
Please contact Frank Knapp at 202-551-3805 or Kristina Marrone at 202-551-3429 if
you have questions regarding comments on the financial statements and related
matters. Please contact Catherine De Lorenzo at 202-551-3772 or Pam Howell at 202-551-
3357 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Jeffrey Yeung, Esq.