SEC Company Response from Barentsz Capital Ltd (CIK 0002074160) — Sep 8, 2025
Barentsz Capital Ltd (CIK 0002074160)
Date: Sept. 8, 2025 · CIK: 0002074160 · Accession: 0001493152-25-012783
AI Filing Summary & Sentiment
Referenced dates: September 4, 2025
Letter
United States Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services Barentsz Capital Limited Amendment No. 1 to Draft Registration Statement on Form F-1 Submitted August 11, 2025 CIK No. 0002074160
Dear Messrs. Friedman, Shenk, Wall, and Beech:
On behalf of our client, Barentsz Capital Limited (the “Company”), we hereby provide a response to the comments issued in a letter dated September 4, 2025 (the “Staff’s Letter”) regarding the Company’s Amendment No. 1 to the Draft Registration Statement on Form F-1. Contemporaneously, we are public filing the Registration Statement on Form F-1 via Edgar (the “Registration Statement”).
In order to facilitate the review by the staff of the Securities and Exchange Commission (the “Staff”) of the Registration Statement, we have responded, on behalf of the Company, to the comments set forth in the Staff’s Letter on a point-by-point basis. The numbered paragraphs set forth below respond to the Staff’s comments and correspond to the numbered paragraph in the Staff’s Letter.
Los Angeles New York Chicago Nashville Washington, DC San Francisco Beijing Hong Kong www.loeb.com
For the United States offices, a limited liability partnership including professional corporations. For Hong Kong office, a limited liability partnership.
United States Securities and Exchange Commission
September 8, 2025
Page
Amendment No. 1 to Draft Registration Statement on Form F-1
Cover Page
1. We note your disclosure in response to prior comment 2 that legal and operational risks associated with operating in China “may” apply to operations in Hong Kong. Please revise your disclosure here and throughout the registration statement to affirmatively state that that legal and operational risks associated with operating in China also apply to operations in Hong Kong.
Response: The Company notes the Staff’s comment and in response thereto has revised the disclosures on the cover page and page 35.
Prospectus Summary
Summary of Risk Factors
Risks Relating to Doing Business in the Jurisdictions in which We Operate..., page 7
2. We note your amended disclosure in the risk factors in response to prior comment 7. Please make similar changes in the prospectus summary to disclose each permission or approval that you or your subsidiary are required to obtain from Hong Kong and Chinese authorities to operate your business and to offer the securities being registered to foreign investors, and state affirmatively whether you have received all requisite permissions or approvals and whether any permissions or approvals have been denied. Please also describe the consequences to you and your investors if you or your subsidiary (i) do not receive or maintain such permissions or approvals, (ii) inadvertently conclude that such permissions or approvals are not required, or (iii) applicable laws, regulations, or interpretations change and you are required to obtain such permissions or approvals in the future. Please also indicate, if true, as you do on the cover page, that you relied on the opinion of your PRC counsel, Jiangsu Junjin Law Firm, with respect to your conclusions.
Response: The Company notes the Staff’s comment and in response thereto has revised the disclosures on pages 8 and 9.
United States Securities and Exchange Commission
September 8, 2025
Page
Please call me at 212-407-4050 if you would like additional information with respect to any of the foregoing. Thank you.
Sincerely,
/s/
Erik Mengwall, Esq.
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CORRESP
1
filename1.htm
Loeb
& Loeb LLP
901
New York Avenue, N.W.
Washington,
D.C. 20001
345
Park Avenue
New
York, NY 10154
Main
202.618.5000
Fax
202.217.2554
Main
212.407.4000
Fax
212.407.4990
September
8, 2025
United
States Securities and Exchange Commission
Division
of Corporation Finance
Office
of Trade & Services
100
F Street, N.E.
Washington,
D.C. 20549
Attn:
Abe
Friedman
Lyn
Shenk
Alyssa
Wall
Taylor
Beech
Re:
Barentsz
Capital Limited
Amendment
No. 1 to Draft Registration Statement on Form F-1
Submitted
August 11, 2025
CIK
No. 0002074160
Dear
Messrs. Friedman, Shenk, Wall, and Beech:
On
behalf of our client, Barentsz Capital Limited (the “Company”), we hereby provide a response to the comments issued
in a letter dated September 4, 2025 (the “Staff’s Letter”) regarding the Company’s Amendment No.
1 to the Draft Registration Statement on Form F-1. Contemporaneously, we are public filing the Registration Statement on Form
F-1 via Edgar (the “Registration Statement”).
In
order to facilitate the review by the staff of the Securities and Exchange Commission (the “Staff”) of the Registration
Statement, we have responded, on behalf of the Company, to the comments set forth in the Staff’s Letter on a point-by-point
basis. The numbered paragraphs set forth below respond to the Staff’s comments and correspond to the numbered paragraph in the
Staff’s Letter.
Los
Angeles New York Chicago Nashville Washington, DC San Francisco Beijing Hong Kong www.loeb.com
For
the United States offices, a limited liability partnership including professional corporations. For Hong Kong office, a limited liability
partnership.
United
States Securities and Exchange Commission
September
8, 2025
Page
2
Amendment
No. 1 to Draft Registration Statement on Form F-1
Cover
Page
1.
We
note your disclosure in response to prior comment 2 that legal and operational risks associated with operating in China “may”
apply to operations in Hong Kong. Please revise your disclosure here and throughout the registration statement to affirmatively state
that that legal and operational risks associated with operating in China also apply to operations in Hong Kong.
Response:
The Company notes the Staff’s comment and in response thereto has revised the disclosures on the cover page and page 35.
Prospectus
Summary
Summary
of Risk Factors
Risks
Relating to Doing Business in the Jurisdictions in which We Operate..., page 7
2.
We
note your amended disclosure in the risk factors in response to prior comment 7. Please make similar changes in the prospectus summary
to disclose each permission or approval that you or your subsidiary are required to obtain from Hong Kong and Chinese authorities
to operate your business and to offer the securities being registered to foreign investors, and state affirmatively whether you have
received all requisite permissions or approvals and whether any permissions or approvals have been denied. Please also describe the
consequences to you and your investors if you or your subsidiary (i) do not receive or maintain such permissions or approvals, (ii)
inadvertently conclude that such permissions or approvals are not required, or (iii) applicable laws, regulations, or interpretations
change and you are required to obtain such permissions or approvals in the future. Please also indicate, if true, as you do on the
cover page, that you relied on the opinion of your PRC counsel, Jiangsu Junjin Law Firm, with respect to your conclusions.
Response:
The Company notes the Staff’s comment and in response thereto has revised the disclosures on pages 8 and 9.
United
States Securities and Exchange Commission
September
8, 2025
Page
3
Please
call me at 212-407-4050 if you would like additional information with respect to any of the foregoing. Thank you.
Sincerely,
/s/
Erik Mengwall, Esq.
Erik
Mengwall, Esq.
Partner
cc:
Wei Xiao, Chief Executive Officer of Barentsz Capital Limited