Threads
All Filings
SEC Comment Letters
Company Responses
Letter Text
Scientist Home Future Health Ltd
Response Received
1 company response(s)
High - file number match
SEC wrote to company
2024-12-23
Scientist Home Future Health Ltd
Summary
Generating summary...
↓
Scientist Home Future Health Ltd
Awaiting Response
0 company response(s)
High
SEC wrote to company
2025-03-20
Scientist Home Future Health Ltd
Summary
Generating summary...
Scientist Home Future Health Ltd
Awaiting Response
0 company response(s)
High
SEC wrote to company
2025-01-31
Scientist Home Future Health Ltd
Summary
Generating summary...
Summary
| Date | Type | Company | Location | File No | Link |
|---|---|---|---|---|---|
| 2025-04-24 | Company Response | Scientist Home Future Health Ltd | NV | N/A | Read Filing View |
| 2025-03-20 | SEC Comment Letter | Scientist Home Future Health Ltd | NV | 333-283430 | Read Filing View |
| 2025-01-31 | SEC Comment Letter | Scientist Home Future Health Ltd | NV | 333-283430 | Read Filing View |
| 2024-12-23 | SEC Comment Letter | Scientist Home Future Health Ltd | NV | 333-283430 | Read Filing View |
| Date | Type | Company | Location | File No | Link |
|---|---|---|---|---|---|
| 2025-03-20 | SEC Comment Letter | Scientist Home Future Health Ltd | NV | 333-283430 | Read Filing View |
| 2025-01-31 | SEC Comment Letter | Scientist Home Future Health Ltd | NV | 333-283430 | Read Filing View |
| 2024-12-23 | SEC Comment Letter | Scientist Home Future Health Ltd | NV | 333-283430 | Read Filing View |
| Date | Type | Company | Location | File No | Link |
|---|---|---|---|---|---|
| 2025-04-24 | Company Response | Scientist Home Future Health Ltd | NV | N/A | Read Filing View |
2025-04-24 - CORRESP - Scientist Home Future Health Ltd
CORRESP 1 filename1.htm April 24, 2025 VIA EDGAR TRANSMISSION U.S. Securities and Exchange Commission Division of Corporations Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Scientist Home Future Health Ltd Registration Statement on Form S-1/A Filed April 16, 2025 File No. 333-283430 To the men and women of the SEC: Acceleration Request: We, Scientist Home Future Health Ltd (the "Registrant") hereby request that the Securities and Exchange Commission take appropriate action to declare the above captioned Registration Statement effective at the requested date of April 28, 2025 at 4 PM Eastern Standard Time or as soon as practicable thereafter. In connection with this request, the Company acknowledges that: -Should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; -The action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and -The Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. Date: April 24, 2025 /s/ Chan Siu Hung Chan Siu Hung Chief Executive Officer
2025-03-20 - UPLOAD - Scientist Home Future Health Ltd File: 333-283430
<DOCUMENT> <TYPE>TEXT-EXTRACT <SEQUENCE>2 <FILENAME>filename2.txt <TEXT> March 20, 2025 Chan Siu Hung Chief Executive Officer Scientist Home Future Health Limited 3/F, Mow Hing Industrial Building, 205 Wai Yip Street Kwun Tong, Kowloon, Hong Kong Re: Scientist Home Future Health Limited Amendment No. 3 to Registration Statement on Form S-1 Filed March 6, 2025 File No. 333-283430 Dear Chan Siu Hung: We have reviewed your amended registration statement and have the following comments. 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. Unless we note otherwise, any references to prior comments are to comments in our January 31, 2025 letter. Amendment No. 3 to Form S-1 filed March 6, 2025 Cover Page 1. Please revise your cover page to clearly disclose how you will refer to the holding company and subsidiaries when providing the disclosure throughout the document so that it is clear to investors which entity the disclosure is referencing and which subsidiaries or entities are conducting the business operations. 2. We note your description on page 2 of how cash is transferred through your organization. Please revise to include your disclosure on the cover page. In your revised disclosure on the cover page and in the prospectus summary, please clearly state whether any transfers, dividends, or distributions have been made to date between the holding company, its subsidiaries, or to investors, the direction of transfer, and quantify the amounts, as applicable. Provide a cross-reference to the March 20, 2025 Page 2 consolidated financial statements. 3. We note your disclosure on the cover page that you are not a Chinese operating company but a Nevada corporation with operations conducted by your wholly owned subsidiary in Hong Kong. Please revise to provide a cross-reference to your detailed discussion of risks facing the company and the offering as a result of your organizational structure. Prospectus Summary, page 2 4. In your Prospectus Summary, please provide a summary of risk factors. In your summary of risk factors, disclose the risks that your corporate structure and being based in or having the majority of the company s operations in China poses to investors. In particular, describe the significant regulatory, liquidity, and enforcement risks with cross-references to the more detailed discussion of these risks in the prospectus. For example, specifically discuss risks arising from the legal system in China, including risks and uncertainties regarding the enforcement of laws and that rules and regulations in China can change quickly with little advance notice; and the risk that the Chinese government may intervene or influence your operations at any time, or may exert more control over offerings conducted overseas and/or foreign investment in China-based issuers, which could result in a material change in your operations and/or the value of the securities you are registering for sale. Acknowledge any risks that any actions by the Chinese government to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China- based issuers could significantly limit or completely hinder your ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless. 5. Please revise your disclosure in the Prospectus Summary to disclose each permission or approval that you or your subsidiaries are required to obtain from Chinese authorities to operate your business and to offer the securities being registered to foreign investors. State whether you or your subsidiaries are covered by permissions requirements from the China Securities Regulatory Commission (CSRC), Cyberspace Administration of China (CAC) or any other governmental agency that is required to approve your operations, and state affirmatively whether you have received all requisite permissions or approvals and whether any permissions or approvals have been denied. We refer to your disclosure on page 7. Risk Factors Our Officer and Director lacks experience in the reporting and disclosure obligations of publicly-traded companies., page 6 6. We re-issue our prior comment 2. In your response letter, please address the following: Tell us the background and experience of the people who are primarily responsible for preparing and supervising the preparation of your financial statements and their knowledge of U.S. GAAP and SEC rules and regulations, including education, professional designations such as Certified Public Accountant (U.S.) and professional experience in preparing and/or auditing March 20, 2025 Page 3 financial statements prepared in accordance with U.S. GAAP. Provide us with separate comprehensive discussions of the services provided by your auditor and any additional third parties. Description of Business Future Plans, page 16 7. We note your revised disclosure in response to our prior comment 10. Please revise to provide greater detail relating to each of your Scientist Home Blood Sugar Study and Scientist Home Vascular Study products. By way of example only, please discuss the mechanisms of action, timeline of development, any regulatory requirements and/or approvals, including the applicable jurisdiction, as applicable. We also note your revised disclosure that "[you] are planning to obtain the distribution rights for new products offered by our supplier following this offering" and that you "have not entered into any formal discussions with the supplier regarding new products." Please revise your statement to state that there is no guarantee such an agreement will be entered into between you and your supplier regarding Scientist Home Blood Sugar Study and Scientist Home Vascular Study. General 8. To the extent that one or more of your officers and/or directors are located in China or Hong Kong, please create a separate Enforceability of Civil Liabilities section for the discussion of the enforcement risks related to civil liabilities due to your officers and directors being located in China or Hong Kong. Please identify each officer and/or director located in China or Hong Kong and disclose that it will be more difficult to enforce liabilities and enforce judgments on those individuals. For example, revise to discuss more specifically the limitations on investors being able to effect service of process and enforce civil liabilities in China, lack of reciprocity and treaties, and cost and time constraints. Also, please disclose these risks in a separate risk factor, which should contain disclosures consistent with the separate section. Please contact Julie Sherman at 202-551-3640 or Jeanne Baker at 202-551-3691 if you have questions regarding comments on the financial statements and related matters. Please contact Robert Augustin at 202-551-8483 or Jane Park at 202-551-7439 with any other questions. Sincerely, Division of Corporation Finance Office of Industrial Applications and Services cc: Mont E. Tanner </TEXT> </DOCUMENT>
2025-01-31 - UPLOAD - Scientist Home Future Health Ltd File: 333-283430
January 31, 2025
Chan Siu Hung
Chief Executive Officer
Scientist Home Future Health Limited
3/F, Mow Hing Industrial Building, 205 Wai Yip Street
Kwun Tong, Kowloon, Hong Kong
Re:Scientist Home Future Health Limited
Amendment No. 2 to Registration Statement on Form S-1
Filed January 16, 2025
File No. 333-283430
Dear Chan Siu Hung:
We have reviewed your amended registration statement and have the following
comments.
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. Unless we note
otherwise, any references to prior comments are to comments in our December 20, 2024
letter.
Amendment to Form S-1 filed January 16, 2025
Prospectus Summary, page 1
1.We note your revised disclosure on page 15 in response to our prior comment 1.
Please revise to provide similar disclosure in your Prospectus Summary section as
well.
January 31, 2025
Page 2
Risk Factors
Our Officer and Director lacks experience in the reporting and disclosure obligations of
publicly-traded companies., page 6
2.We note your expanded disclosures provided in response to prior comment 4:
•As previously requested, please tell us the background and experience of the
people who are primarily responsible for preparing and supervising the
preparation of your financial statements and their knowledge of U.S. GAAP and
SEC rules and regulations, including education, professional designations such as
Certified Public Accountant (U.S.) and professional experience in preparing
and/or auditing financial statements prepared in accordance with U.S. GAAP.
•With reference to your new risk factor, please provide us with
separate comprehensive discussions of the services provided by your auditor and
the "additional third parties".
Management's Discussion and Analysis
Critical Accounting Estimates, page 13
3.Pursuant to Item 303(b)(3) of Regulation S-K, please revise your filing to provide
critical accounting estimate disclosures. We would expect such disclosures to include,
but not necessarily be limited to, your principal versus net assessment for your
revenue recognition as addressed in prior comment 26. Your Item 303(b)(3)
disclosures should supplement, not duplicate, the description of accounting policies or
other disclosures in the notes to the financial statements. See also SEC Release No.
33-8350.
Consumer Health Market in Hong Kong and Southeast Asia, page 14
4.We note your revised disclosure in response to prior comment 10 that there is a
growing preference in the consumer health market in Hong Kong for herbal and
traditional products, including traditional Chinese medicine (TCM) and that
traditional medicine remains integral to healthcare in this region. You also disclose
that your mixed gelatine hydrolysate and high concentration proteinase products
accounted for over half of your revenue as of September 30, 2024. Please revise to
clarify, if true, that your top products, including the gelatine hydrolysate and
proteinase products, do not constitute herbal, traditional, or TCM products.
Emerging Trends in Precision Nutrition, page 14
5.We note your revised disclosure in response to prior comment 9 that you expect to
employ nutrition specialists to explain the features of your products and to provide
consultation services to your customers. You also disclose on page 15 that Mr. Chan
is currently the only customer service representative to provide product details to
customers and answer customers’ enquiries through call and instant messaging
applications. Please revise to disclose Mr. Chan’s prior experience and qualifications
to provide nutrition and health recommendations to your customers, as applicable.
January 31, 2025
Page 3
Nutraceutical Supplements, page 14
6.We note your revised disclosure in response to our prior comment 11 that while there
is no government definition of nutraceuticals, "Dietary Supplements and
Nutraceuticals defines nutraceuticals as foods, or parts of food, such as isolated
nutrients, food supplements, herbal products, extracts, and processed food products,
that provide health benefits to individuals and can aid in the prevention and treatment
of diseases." Please revise to identify the "Dietary Supplements and Nutraceuticals"
referenced and clarify the source of the information in this section.
Business Model and Operations, page 15
7.We note your revised disclosure in response to our prior comment 12 and reissue it in
part. Please revise to provide additional details regarding the material terms of your
agreement with your sole supplier, including each party's rights and obligations, any
minimum purchase committments, and the termination provision.
Current Business Operations, page 15
8.We note your response to our prior comment 14 and reissue in part. We note your
revised disclosure that "[yo]ur online platform will connect to nutrition specialist for
consultations, providing continuous support and accessible services for our customers
anytime, anywhere." Please also provide additional detail relating to the timeline of
your future online platform.
Our Strategies, page 15
9.We note your revised disclosure in response to our prior comment 19. We note your
disclosure that "[yo]ur intake supplements (Scientist Home Bone Gelatine
Hydrolysate, Scientist Home Mixed Gelatine Hydrolysate and Scientist Home High
Concentration Proteinase) complied with the Hong Kong Food Adulteration (Metallic
Contamination) Regulations Maximum permitted concentration of certain metals..."
Please confirm whether your intake supplements continue to comply with the
requirements of the Hong Kong Food Adulteration (Metallic Contamination)
Regulations.
Future Plans, page 16
10.We note your revised disclosure in response to our prior comment 22 that you expect
to "add in health supplement products" that help to maintain standard blood glucose
level and blood vessel health. Please expand your disclosure to discuss the health
supplement products you expect to add to your product line, including the current
status and timeline for commercializing such products. We also note your response
that the Use of Proceeds section remains unchanged because you do not expect to
incur any additional costs from your third-party supplier to expand your product line.
Please revise to clarify the basis for your expectation that you will not incur any
additional expenses to include such products to your product line.
We note your response to our prior comment 14 and reissue in part. We note your
revised disclosure that "[yo]ur online platform will connect to nutrition specialist for
consultations, providing continuous support and accessible services for our customers 11.
January 31, 2025
Page 4
anytime, anywhere." Please also provide additional detail relating to the timeline of
your future online platform.
Government Regulations, page 16
12.We note your revised disclosure in response to prior comment 23 that none of your
topical cream products contain mercury compounds. However, we note that you
continue to state on page 15 that your topical creams comply with FDA regulations
concerning mercury compounds. Please revise your disclosure throughout the
registration statement to clarify that none of your topical cream products contain
mercury compounds accordingly. Please also include conforming changes relating to
the applicable government and industry regulations in the United States and Hong
Kong as they relate to your products in the Prospectus Summary.
Related Party Transactions, page F-9
13.We refer to our prior comment 28. Please address the following:
•Please tell us how the overpayment to Related party B occurred. With reference to
the transaction that resulted in the overpayment, clarify whether the $22,951 is
appropriately classified as Other Receivables, which implies you are owed cash.
Alternatively, if the $22,951 is a prepayment for goods or services, please label
this asset as such. Please clarify when the overpayment was made and when the
Company anticipates receiving cash or future goods or services.
•Please expand your disclosure to clarify the nature of the transaction that gave rise
to the $10,000 amount due to Related party B. Ensure you address why you did
not request repayment of the above referenced overpayment rather than entering
into a separate transaction with Related party B to access funds for working
capital purposes.
•Based on the material revisions made to your balance sheet and statement of cash
flows, it appears that you have corrected a material error in the classification of
amounts due/from Related party B. Please revise your financial statements,
including labeling the revised financial statements as “restated” and providing all
the disclosures required by ASC 250-10-50. In addition, have your auditor revise
their audit report to include an explanatory paragraph that references
the error correction and the footnote that discusses it. Refer to paragraphs .09 and
.16 of PCAOB AS 2820.
January 31, 2025
Page 5
General
14.We note your response to our prior comment 29 and reissue it. Please revise your
filing, as applicable, to provide more specific and prominent disclosures about the
legal and operational risks associated with China-based companies. For additional
guidance, please see the Division of Corporation Finance's Sample Letter to China-
Based Companies issued by the Staff in December 2021.
Please contact Julie Sherman at 202-551-3640 or Jeanne Baker at 202-551-3691 if
you have questions regarding comments on the financial statements and related
matters. Please contact Robert Augustin at 202-551-8483 or Jane Park at 202-551-7439 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:Mont E. Tanner
2024-12-23 - UPLOAD - Scientist Home Future Health Ltd File: 333-283430
December 20, 2024
Chan Siu Hung
Chief Executive Officer
Scientist Home Future Health Limited
3/F, Mow Hing Industrial Building, 205 Wai Yip Street
Kwun Tong, Kowloon, Hong Kong
Re:Scientist Home Future Health Limited
Amendment No. 1 to Registration Statement on Form S-1
Filed November 25, 2024
File No. 333-283430
Dear Chan Siu Hung:
We have reviewed your registration statement and have the following comments.
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.
Amendment No. 1 to Registration Statement on Form S-1 filed November 25, 2024
Prospectus Summary, page 1
1.We refer to your disclosure that you sell health supplements and topical creams to
address “health challenges” and “long-term wellness” for a diverse customer base.
Please revise this section to expand your description of your business. By way of
example only, please provide greater detail relating to the types of health supplements
and topical creams that you sell, the types of health challenges and concerns that your
products aim to address, and your customer base in Hong Kong. We refer to your
disclosure on page 15.
We note that your organizational structure includes two subsidiaries, Scientist Home
Future Health Holding Limited, a company domesticated in the Marshall Islands, and
Scientist Home Future Health Limited, a company domesticated in Hong Kong.
Please revise to disclose when each of your subsidiaries were incorporated and its
business purpose. We also refer to your disclosure on pages 15 and 22 that you source 2.
December 20, 2024
Page 2
your products from a related party, Scientist Home Limited, which is a Hong Kong
company that was founded by your Chief Executive Officer in 2008. Please expand
your disclosure to provide more detail relating to your relationship with Scientist
Home Limited.
3.We note that the name of your wholly owned subsidiary that is domesticated in Hong
Kong is also Scientist Home Future Health Limited. Please revise to clearly disclose
how you will refer to your subsidiary when providing the disclosure throughout the
document so that it is clear to investors which entity the disclosure is referencing and
which subsidiary or entity is conducting the business operations. We refer to your
disclosure on page F-7.
Risks Relating to Our Company and Our Industry
US GAAP Expertise, page 4
4.Based on your disclosures on page 22, it is not clear that your CEO has US GAAP
experience. Please tell us the background and experience of the people who are
primarily responsible for preparing and supervising the preparation of your financial
statements and their knowledge of U.S. GAAP and SEC rules and regulations,
including education, professional designations such as Certified Public Accountant
(U.S.) and professional experience in preparing and/or auditing financial statements
prepared in accordance with U.S. GAAP. If your CEO does not have sufficient
knowledge of US GAAP and SEC rules and regulations, please provide a risk factor
that appropriately addresses the potential implications of this limited knowledge.
Risk Factors
U.S. investors may have difficulty enforcing judgments against our Company and Officers.,
page 6
5.We note your statement on page 6 that all of your directors and officers are nationals
or residents of jurisdictions other than the United States. Please revise here and
elsewhere as appropriate to state the residency of your officers and directors.
The JOBS ACT will allow the Company..., page 7
6.You disclose that the Company has elected not to opt out of the extension of time to
comply with new or revised financial accounting standards available under Section
102(b)(1) of the JOBS Act. You erroneously state that "Among other things, this
means that the Company's independent registered public accounting firm will not be
required to provide an attestation report on the effectiveness of the Company's internal
control over financial reporting..." Please revise to clarify that this election allows
you to delay the adoption of new or revised accounting standards that have different
effective dates for public and private companies until those standards apply to private
companies. Also state that as a result of this election, your financial statements may
not be comparable to companies that comply with public company effective dates.
Our securities lack a pre-existing market, and the emergence of an active trading market is
uncertain, potentially causing our common..., page 8
We note your plan to seek quotation on the OTC Pink Markets. We also note your risk
factor that "[t]he development of an active trading market for our common stock, if it 7.
December 20, 2024
Page 3
occurs, and its liquidity are unpredictable." Please revise your risk factor disclosure
acknowledging that you may not be eligible for such quotation and describe the
impact on the liquidity of your shares and the potential impact on investors in the
absence of a trading market.
Results of Operations from July 3, 2024 (Inception) to September 30, 2024, page 13
8.Please provide a discussion for your cost of revenues. Address any specific terms of
the exclusive distributor agreement with Scientist Home Limited that impact your cost
of revenues.
Emerging Trends in Precision Nutrition, page 14
9.We refer to your disclosure that precision nutrition seeks to optimize health through
“molecular profiling” at the individual level due to the interactions between “genetic
backgrounds, physiology, microbiomes, underlying health conditions, behaviors,
social influences, and environmental exposures…” Please expand your disclosure to
discuss whether the precision nutrition approach requires the expertise of medical
professionals or certain devices or technologies to provide such “targeted nutritional
recommendations.” We also note your disclosure on page 15 that you intend to offer
“personalized customer experiences” and “tailored product recommendations based
on individual health conditions.” Please discuss, where appropriate, whether you plan
to utilize medical practitioners to provide tailored product recommendations to your
customers. Please also balance your disclosure to clarify that Mr. Chan, your CEO, is
currently the only customer service representative that provides product
recommendations to customers online.
Industry Overview, page 14
10.We note your disclosure that the global health and wellness market reached
approximately $3.78 trillion in 2023, which is projected to grow at a CAGR of 4.1%
and potentially reach $5.45 trillion by 2032. You also disclose that the global dietary
supplements market is valued at $191.1 billion in 2020 and is projected to reach
$307.8 billion by 2028, and that the global nutraceutical market may reach up to $599
billion by 2030. However, we note your products are primarily focused on supporting
bone and joint health, with one topical product formulated to provide relief from
hemorrhoids and varicose veins. Given your disclosure that you primarily operate in
Hong Kong with plans to expand your operations in Southeast Asia, please revise to
disclose the estimated market for the supplement and topical products for bone, joint,
and muscle health, hemorrhoids and varicose veins in Southeast Asia.
Neutraceutical Supplements, page 14
11.Please expand your disclosure to discuss the material differences between
“nutraceutical” supplements and other types of supplements.
Business Model and Operations, page 15
We note your disclosure that "[a]ll product quality control and testing is conducted by
[y]our sole supplier." You also state that you source your products from a related
party, Scientist Home Limited, which operates as the exclusive distributor for your 12.
December 20, 2024
Page 4
proprietary products. Please revise your disclosure throughout the registration
statement to clearly state, if true, that your sole supplier, who also conducts your
quality control and testing, is Scientist Home Limited. Please revise your risk factor to
disclosure the risk of relying on a sole supplier. Additionally, to the extent that you
are dependent on Scientist Home Limited or any other suppliers, please identify such
suppliers, disclose the material terms of your agreements with such suppliers and
distributors, and file these agreements as exhibits to your registration statement or
explain to us why you believe you are not required to do so. See Items 101(h)(4)(v)
and 601(b)(10) of Regulation S-K.
13.We note your disclosure that your sessions with customers "incorporate real case
studies, discussing diagnoses and showcasing the transformative results achieved with
[y]our product." Please revise your disclosure to clarify whether these studies and
diagnoses were conducted and reviewed by licensed medical professionals.
Current Business Operations, page 15
14.We note your disclosure that you specialize in retail trading of health supplements and
topical creams. You also state on page 15 that you intend to facilitate sales through a
secure online platform “in addition to direct transactions at [y]our office location” in
the future. Please expand your disclosure here and where appropriate to describe your
retail trading, including your customer base and whether you are currently selling
your products at your office location and online. In your revised disclosure, please
also provide additional detail relating to your future online platform and how it would
differ from your current online platform, if applicable. We refer to your disclosure on
page 15 that Mr. Chan serves as the customer service representative via live chat on
the online platform.
15.We refer to your statement that you offer “specialized formulations that blend the
wisdom of traditional medicine and modern science with the power of natural
ingredients.” Please provide greater detail relating to your specialized formulations,
the differences between traditional medicine and modern science, and the types
of natural ingredients incorporated in your formulations.
16.We note your statements on page 15 that your Scientist Home vein cream and
calcification cream provide “effective relief” and “effectively manages discomfort and
pain,” respectively. Determinations of safety and efficacy are within the sole authority
of the FDA; please remove all references and/or implications of safety and efficacy or
substantiate your claims.
17.Please revise to provide the basis for your claims that many of your products generally
promote bone, joint and muscle health. For example, please explain in greater detail
how your topical spermaceti cream support cell membranes and enhance synovial
function and how the ingredients in your calcification cream alleviate discomfort and
stiffness.
18.In light of the range of supplements and topical creams sold, please revise your
disclosure, where appropriate, to provide a breakdown of your top products by
revenue.
December 20, 2024
Page 5
Our Strategies, page 15
19.You state that your products comply with “microbiological guidelines for food” to
ensure they are safe for consumption. Please specify which products comply with
such guidelines and revise to expand your disclosure relating to these microbiological
guidelines and the relevant regulatory authorities.
20.We note your disclosure that you are committed to cultivating mutually beneficial
relationships with your partners and envision your partners enjoying the advantages of
larger orders as your business expands. Please revise to disclose your current partners,
if any, and expand your disclosure to describe what types of parties you intend to seek
as partners in the future.
Future Plans, page 16
21.We note your disclosure relating to your plans to establish physical health centers in
Hong Kong and Singapore, which will provide customers the opportunity to purchase
products directly and experience free trials of your products. You also reference
access to medical report analysis and consultations online. Please expand your
disclosure here and in your prospectus summary to discuss your physical health
centers in greater detail and clarify whether your physical health centers will provide
medical examinations and consultations for your customers.
22.We note your disclosure that your strategic vision includes “broadening your product
line” and exploring new markets within the 12 months following this offering. Please
expand your disclosure to discuss the types of products you intend to add to your
product line and specify the jurisdictions in which you are planning to explore and the
expected timeline. We refer to your disclosure on page 15 that you intend to operate in
Singapore, Malaysia and Macau in the future. Please also revise your Use of Proceeds
section to reflect your plans to broaden your product line within the 12 months
following this offering accordingly.
Government Regulations, page 16
23.Please revise to elaborate further on applicable government and industry regulations
in the United States and Hong Kong as it relates to your products. By way of example
only, we refer to your statement that your topical creams comply with FDA
regulations concerning mercury compounds. Please identify the topical creams that
include mercury compounds, where appropriate, and briefly discuss the FDA’s
regulations concerning mercury compounds in cosmetics.
Directors and Executive Officers and Corporate Governance, page 22
24.We note that Mr. Chan is currently serving as Chief Executive Officer at Scientist
Home Limited. Please revise to clarify whether he is serving full-time in that role, in
addition to his role as Chief Executive Officer, Chief Financial Officer, President,
Secretary, Treasurer, and Director of the company. To the extent that he is splitting
his time between such roles at each company, please update your risk factor disclosure
to address his allocation of time between the companies and any conflicts of interest.
December 20, 2024
Page 6
Financial Statements for the Period Ended September 30, 2024
Note 1. Organization and Business Background, page F-7
25.We note that Scientist Home Future Health Limited (the registrant), was incorporated
on July 3, 2024 and on September 26, 2024 acquired 100% of the equity interests of
Scientist Home Future Health Holding Limited (Holdings) from your Chief Executive
Officer, Mr. Chan Siu Hung (CEO). In addition, we further note that on September
26, 2024, Holdings acquired 100% of the equity interests of Scientist Home HK from
your CEO. Based on the apparent common ownership of the registrant and these
acquired entities, please expand your disclosures to clarify that these transactions have
been accounted for as entities under common control and provide all the disclosures
required by ASC 805-50-50. In addition, address the following comments:
•Expand your disclosures to clarify, if true, that the net assets acquired were
recorded at historical costs and that these transactions have been shown as if
they had occurred at the beginning of the period presented (July 3, 2024, in your
case). Refer to ASC 805-50-45.
•To the extent that Holdings or Scientist Home HK had operations prior to their
acquisition by the registrant, please provide you assessment as to whether these
entities were the registrant's predecessors. Please note that the definition of
"predecessor" in Regulation C, Rule 405 is very broad. For purposes of financial
statements, designation of an acquired business as a predecessor is generally
required where a registrant succeeds to substantially all of the business of another
entity (or group of entities) and the registrant's own ope