SEC Company Response from KWF Group Holding Ltd (CIK 0002068224) — Aug 29, 2025
KWF Group Holding Ltd (CIK 0002068224)
Date: Aug. 29, 2025 · CIK: 0002068224 · Accession: 0001185185-25-001096
AI Filing Summary & Sentiment
File numbers found in text: 333-289240
Referenced dates: August 18, 2025
Letter
Via Edgar Transmission Securities and Exchange Commission Division of Corporation Finance Office of Energy & Transportation KWF Group Holding Limited Registration Statement on Form F-1 Filed August 5, 2025 File No. 333-289240
Re:
Dear Ms. Lorenzo / Ms. Howell:
As counsel for the Company and on its behalf, this letter is being submitted in response to the letter dated August 18, 2025 from the Securities and Exchange Commission (the “Commission”) in which the staff of the Commsission (the “Staff”) commented on the above-referenced Amended Draft Registration Statement on Form F-1 (the “Form F-1”).
For the Staff’s convenience, the Staff’s comment has been stated below in its entirety, with the Company’s response set out immediately underneath such comment.
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.
Response: We respectfully advise the Staff that we have revised the opinion in Exhibit 5.1 to address the above.
* * *
Please contact the undersigned at (852) 3923-1188 if you have any questions with respect to the responses contained in this letter.
Sincerely,
/s/ Lawrence S. Venick
Show Raw Text
CORRESP
1
filename1.htm
August 29, 2025
Via
Edgar Transmission
Ms. Catherine De Lorenzo / Ms. Pam Howell
Securities and Exchange Commission
Division of Corporation Finance
Office of Energy & Transportation
Washington, D.C. 20549
Re:
KWF Group Holding Limited
Registration Statement on Form F-1
Filed August 5, 2025
File No. 333-289240
Dear Ms. Lorenzo / Ms. Howell:
As counsel for the Company
and on its behalf, this letter is being submitted in response to the letter dated August 18, 2025 from the Securities and Exchange Commission
(the “Commission”) in which the staff of the Commsission (the “Staff”) commented on the above-referenced
Amended Draft Registration Statement on Form F-1 (the “Form F-1”).
For the Staff’s convenience,
the Staff’s comment has been stated below in its entirety, with the Company’s response set out immediately underneath such
comment.
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.
Response: We respectfully advise the Staff that we have revised the opinion in Exhibit 5.1 to address the above.
* * *
Please contact the undersigned
at (852) 3923-1188 if you have any questions with respect to the responses contained in this letter.
Sincerely,
/s/ Lawrence S. Venick
Lawrence S. Venick
Direct Dial: +852.3923.1188
Email: lvenick@loeb.com