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Tian'an Technology Group Ltd
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Tian'an Technology Group Ltd
Response Received
2 company response(s)
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Tian'an Technology Group Ltd
Response Received
5 company response(s)
High - file number match
SEC wrote to company
2022-10-12
Tian'an Technology Group Ltd
Filing - SEC Comment Letter to Tian'an Technology Group Ltd
UPLOAD · 2022-10-12
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Company responded
2022-11-08
Tian'an Technology Group Ltd
References: October 12, 2022
Filing - Correspondence from Tian'an Technology Group Ltd
CORRESP · 2022-11-08
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Company responded
2022-12-19
Tian'an Technology Group Ltd
References: December 5, 2022
Filing - Correspondence from Tian'an Technology Group Ltd
CORRESP · 2022-12-19
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Company responded
2023-03-01
Tian'an Technology Group Ltd
References: January 3, 2023
Filing - Correspondence from Tian'an Technology Group Ltd
CORRESP · 2023-03-01
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Company responded
2023-03-17
Tian'an Technology Group Ltd
References: March 16, 2023
↓
Tian'an Technology Group Ltd
Awaiting Response
0 company response(s)
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Tian'an Technology Group Ltd
Awaiting Response
0 company response(s)
High
Tian'an Technology Group Ltd
Awaiting Response
0 company response(s)
High
SEC wrote to company
2022-12-05
Tian'an Technology Group Ltd
Filing - SEC Comment Letter to Tian'an Technology Group Ltd
UPLOAD · 2022-12-05
Generating summary...
Summary
| Date | Type | Company | Location | File No | Link |
|---|---|---|---|---|---|
| 2026-06-01 | Company Response | Tian'an Technology Group Ltd | Virgin Islands, British | N/A | Read Filing View |
| 2026-05-13 | Company Response | Tian'an Technology Group Ltd | Virgin Islands, British | N/A | Read Filing View |
| 2026-05-11 | Company Response | Tian'an Technology Group Ltd | Virgin Islands, British | N/A | Read Filing View |
| 2026-03-26 | SEC Comment Letter | Tian'an Technology Group Ltd | Virgin Islands, British | 377-09164 | Read Filing View |
| 2023-03-27 | Company Response | Tian'an Technology Group Ltd | Virgin Islands, British | N/A | Read Filing View |
| 2023-03-17 | Company Response | Tian'an Technology Group Ltd | Virgin Islands, British | N/A | Read Filing View |
| 2023-03-16 | SEC Comment Letter | Tian'an Technology Group Ltd | Virgin Islands, British | N/A | Read Filing View |
| 2023-03-01 | Company Response | Tian'an Technology Group Ltd | Virgin Islands, British | N/A | Read Filing View |
| 2023-01-03 | SEC Comment Letter | Tian'an Technology Group Ltd | Virgin Islands, British | N/A | Read Filing View |
| 2022-12-19 | Company Response | Tian'an Technology Group Ltd | Virgin Islands, British | N/A | Read Filing View |
| 2022-12-05 | SEC Comment Letter | Tian'an Technology Group Ltd | Virgin Islands, British | N/A | Read Filing View |
| 2022-11-08 | Company Response | Tian'an Technology Group Ltd | Virgin Islands, British | N/A | Read Filing View |
| 2022-10-12 | SEC Comment Letter | Tian'an Technology Group Ltd | Virgin Islands, British | N/A | Read Filing View |
| Date | Type | Company | Location | File No | Link |
|---|---|---|---|---|---|
| 2026-03-26 | SEC Comment Letter | Tian'an Technology Group Ltd | Virgin Islands, British | 377-09164 | Read Filing View |
| 2023-03-16 | SEC Comment Letter | Tian'an Technology Group Ltd | Virgin Islands, British | N/A | Read Filing View |
| 2023-01-03 | SEC Comment Letter | Tian'an Technology Group Ltd | Virgin Islands, British | N/A | Read Filing View |
| 2022-12-05 | SEC Comment Letter | Tian'an Technology Group Ltd | Virgin Islands, British | N/A | Read Filing View |
| 2022-10-12 | SEC Comment Letter | Tian'an Technology Group Ltd | Virgin Islands, British | N/A | Read Filing View |
| Date | Type | Company | Location | File No | Link |
|---|---|---|---|---|---|
| 2026-06-01 | Company Response | Tian'an Technology Group Ltd | Virgin Islands, British | N/A | Read Filing View |
| 2026-05-13 | Company Response | Tian'an Technology Group Ltd | Virgin Islands, British | N/A | Read Filing View |
| 2026-05-11 | Company Response | Tian'an Technology Group Ltd | Virgin Islands, British | N/A | Read Filing View |
| 2023-03-27 | Company Response | Tian'an Technology Group Ltd | Virgin Islands, British | N/A | Read Filing View |
| 2023-03-17 | Company Response | Tian'an Technology Group Ltd | Virgin Islands, British | N/A | Read Filing View |
| 2023-03-01 | Company Response | Tian'an Technology Group Ltd | Virgin Islands, British | N/A | Read Filing View |
| 2022-12-19 | Company Response | Tian'an Technology Group Ltd | Virgin Islands, British | N/A | Read Filing View |
| 2022-11-08 | Company Response | Tian'an Technology Group Ltd | Virgin Islands, British | N/A | Read Filing View |
2026-06-01 - CORRESP - Tian'an Technology Group Ltd
CORRESP 1 filename1.htm Tian'an Technology Group Ltd. 10th Floor, Building 5 No. 525 Yuanjiang Road, Minhang District Shanghai, China June 1, 2026 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street N.E. Washington, D.C. 20549 Re: Tian'an Technology Group Ltd. Registration Statement on Form S-1 File No. 333-295694 Ladies and Gentlemen: Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Tian'an Technology Group Ltd., hereby respectfully requests acceleration of the effectiveness of the above-referenced Registration Statement so that such Registration Statement will become effective as of 5:30 Eastern Time, on Tuesday, June 2, 2026, or as soon as practicable thereafter. Very truly yours, Tian'an Technology Group Ltd By: /s/ Heng Fei Yang Heng Fei Yang Chief Executive Officer
2026-05-13 - CORRESP - Tian'an Technology Group Ltd
CORRESP 1 filename1.htm Tian'an Technology Group Ltd. 10th Floor, Building 5 No. 525 Yuanjiang Road, Minhang District Shanghai, China May 13, 2026 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street N.E. Washington, D.C. 20549 Re: Tian'an Technology Group Ltd. Registration Statement on Form F-1 File No. 333-295694 Ladies and Gentlemen: Reference is made to our letter, filed as correspondence via EDGAR on May 11, 2026, in which the undersigned registrant, Tian'an Technology Group Ltd., (the "Company"), requested acceleration of the effectiveness of the above-referenced Registration Statement on Form F-1 (the "Registration Statement") to 5:30 p.m. Eastern Time on May 13, 2026, or as soon thereafter as practicable (the "Effective Time"), in accordance with Rule 461 under the Securities Act of 1933, as amended. The Company is no longer requesting that the Registration Statement be declared effective at the Effective Time and we hereby formally withdraw our request for acceleration of the effective date until further notice from the Company. Very truly yours, Tian'an Technology Group Ltd By: /s/ Heng Fei Yang Heng Fei Yang Chief Executive Officer
2026-05-11 - CORRESP - Tian'an Technology Group Ltd
CORRESP 1 filename1.htm Tian'an Technology Group Ltd. 10th Floor, Building 5 No. 525 Yuanjiang Road, Minhang District Shanghai, China May 11, 2026 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street N.E. Washington, D.C. 20549 Re: Tian'an Technology Group Ltd. Registration Statement on Form F-1 File No. 333-295694 Ladies and Gentlemen: Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Tian'an Technology Group Ltd., hereby respectfully requests acceleration of the effectiveness of the above-referenced Registration Statement so that such Registration Statement will become effective as of 5:30 Eastern Time, on Wednesday, May 13, 2026, or as soon as practicable thereafter. Very truly yours, Tian'an Technology Group Ltd By: /s/ Heng Fei Yang Heng Fei Yang Chief Executive Officer
2026-03-26 - UPLOAD - Tian'an Technology Group Ltd File: 377-09164
<DOCUMENT> <TYPE>TEXT-EXTRACT <SEQUENCE>2 <FILENAME>filename2.txt <TEXT> March 26, 2026 Heng Fei Yang Chief Executive Officer Tian'an Technology Group Ltd 10th Floor, Building 5 No. 525 Yuanjiang Road, Minhang District Shanghai, China Re: Tian'an Technology Group Ltd Draft Registration Statement on Form F-1 Submitted March 24, 2026 CIK No. 0001941189 Dear Heng Fei Yang: This is to advise you that we do not intend to review your registration statement. We request that you publicly file your registration statement and non-public draft submission on EDGAR at least two business days prior to the requested effective date and time. Please refer to Rules 460 and 461 regarding requests for acceleration. 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. Please contact Bradley Ecker at 202-551-4985 with any questions. Sincerely, Division of Corporation Finance Office of Manufacturing </TEXT> </DOCUMENT>
2023-03-27 - CORRESP - Tian'an Technology Group Ltd
CORRESP
1
filename1.htm
TIAN’AN
TECHNOLOGY GROUP LTD.
Room
104, Building 1-B, No. 3500
Xiupu
Road, Pudong New Area, Shanghai, China
March
27, 2023
BY
EDGAR
U.S.
Securities and Exchange Commission
Division
of Corporate Finance
100
F Street, N.E.
Washington,
D.C. 20549
Attn:
Erin Donahue
Re:
Tian’an Technology Group Ltd.
Registration
Statement on Form F-1, as amended
File
No. 333-267453
Ladies
and Gentlemen:
Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended, Tian’an Technology Group Ltd., a British Virgin Islands corporation
(the “Company”), hereby requests that the effective date of the above-referenced Registration Statement be accelerated so
that the Registration Statement will become effective on March 29, 2023, at 4 p.m. Eastern Time, or as soon
thereafter as practicable.
Should
you have any questions regarding this matter, please do not hesitate to call Cassi Olson, Esq., at The Crone Law Group, P.C., counsel
for the Company, at (312) 662-2913, email: colson@cronelawgroup.com.
Thank
you for your attention to this matter.
Sincerely,
/s/
Heng Fei Yang
Heng
Fei Yang
Chief
Executive Officer
cc:
Cassi
Olson Esq.
2023-03-17 - CORRESP - Tian'an Technology Group Ltd
CORRESP
1
filename1.htm
March
17, 2023
U.S.
Securities and Exchange Commission
Division
of Corporation Finance
Office
of Manufacturing
100
F Street, N.E.
Washington,
DC 20549
Attn:
Ernest
Greene
Claire
Erlanger
Erin
Donahue
Jay
Ingram
Re:
Tian’an
Technology Group Ltd.
Amendment
No. 4 to Registration Statement on Form F-1
Filed
March 17, 2023
File
No. 333-267453
Dear
Sir and Madam:
On
behalf of Tian’an Technology Group Ltd., a British Virgin Islands corporation (the “Company”), we hereby file with
the Securities and Exchange Commission (the “Commission”) an amended registration statement on Form F-1 (the “Amended
Registration Statement”) in response to the comments of the staff (the “Staff”), dated March 16, 2023, with reference
to the Company’s Registration Statement on Form F-1 filed with the Commission on March 1, 2023.
For
the convenience of the Staff, each of the Staff’s comments is included and is followed by the corresponding response of the Company.
Unless the context indicates otherwise, references in this letter to “we,” “us” and “our” refer to
the Company on a consolidated basis.
Amendment
1 to Form F-1 Filed on March 1, 2023
Index
to the Consolidated Financial Statements, page 51
1. We
have read your response to prior comment 5. Since this is an initial public offering of your
common shares, please include your December 31, 2022 financial statements pursuant to Item
8.A.4 of Form 20-F or provide the appropriate representations in an exhibit to the filing
as required by Instruction 2 to Item 8.A.4 prior to effectiveness of your registration statement.
Response:
In response to the Staff’s comment, we have provided exhibit 99.1
420
Lexington Avenue, Suite 2446, New York, NY 10170
1212
Wilshire Blvd., Suite 810, Los Angeles, CA 90025
NYC
Office: 646.861.7891
CA
Office: 818.930.5686
www.cronelawgroup.com
U.S.
Securities and Exchange Commission
Division
of Corporation Finance
Office
of Manufacturing
March
17, 2023
Page
2
General
2. Please
revise your disclosure to clarify whether or not you will be required to comply with the
filing requirements or procedures set forth in the CSRC Trial Measures that will come into
effect on March 31, 2023. If you are required, please also discuss the risks associated with
non-compliance with the CSRC Trial Measures.
Response:
In response to the Staff’s comment, we have revised the disclosure on the cover page, page 7 and 18 of the Amended Registration
Statement.
We
hope the Amended Registration Statement addresses the comments of the Commission. If we can provide any further assistance, please do
not hesitate to contact the undersigned.
Sincerely,
THE
CRONE LAW GROUP P.C.
By:
/s/
Cassi Olson
Cassi
Olson
cc:
Cong He
420
Lexington Avenue, Suite 2446, New York, NY 10170
1212
Wilshire Blvd., Suite 810, Los Angeles, CA 90025
NYC
Office: 646.861.7891
CA
Office: 818.930.5686
www.cronelawgroup.com
2023-03-16 - UPLOAD - Tian'an Technology Group Ltd
United States securities and exchange commission logo
March 16, 2023
Cong He
Chief Financial Officer
Tian’an Technology Group Ltd.
Room 104, Building 1-B, No. 3500
Xiupu Road, Pudong New Area, Shanghai, China
Re:Tian'an Technology Group Ltd.
Amendment No. 3 to Registration Statement on Form F-1
Filed March 1, 2023
File No. 333-267453
Dear Cong He:
We have reviewed your amended registration statement and have the following
comments. In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe our comments apply 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 these comments, we may have additional comments. Unless we note
otherwise, our references to prior comments are to comments in our January 3, 2023 letter.
Amendment 3 to Form F-1 Filed on March 1, 2023
Index to the Consolidated Financial Statements, page 51
1.We have read your response to prior comment 5. Since this is an initial public offering of
your common shares, please include your December 31, 2022 financial statements
pursuant to Item 8.A.4 of Form 20-F or provide the appropriate representations in an
exhibit to the filing as required by Instruction 2 to Item 8.A.4 prior to effectiveness of
your registration statement.
FirstName LastNameCong He
Comapany NameTian’an Technology Group Ltd.
March 16, 2023 Page 2
FirstName LastName
Cong He
Tian’an Technology Group Ltd.
March 16, 2023
Page 2
General
2.Please revise your disclosure to clarify whether or not you will be required to comply with
the filing requirements or procedures set forth in the CSRC Trial Measures that will come
into effect on March 31, 2023. If you are required, please also discuss the risks associated
with non-compliance with the CSRC Trial Measures.
You may contact Ernest Greene at 202-551-3733 or Claire Erlanger at 202-551-3301 if
you have questions regarding comments on the financial statements and related matters. Please
contact Erin Donahue at 202-551-6063 or Jay Ingram at 202-551-3397 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
2023-03-01 - CORRESP - Tian'an Technology Group Ltd
CORRESP
1
filename1.htm
February
28, 2023
U.S.
Securities and Exchange Commission
Division
of Corporation Finance
Office
of Manufacturing
100
F Street, N.E.
Washington,
DC 20549
Attn:
Ernest
Greene
Claire
Erlanger
Erin
Donahue
Jay
Ingram
Re:
Tian’an
Technology Group Ltd.
Amendment
No. 1 to Registration Statement on Form F-1
Filed
December 19, 2022
File
No. 333-267453
Dear
Sir and Madam:
On
behalf of Tian’an Technology Group Ltd., a British Virgin Islands corporation (the “Company”), we hereby file with
the Securities and Exchange Commission (the “Commission”) an amended registration statement on Form F-1 (the “Amended
Registration Statement”) in response to the comments of the staff (the “Staff”), dated January 3, 2023, with reference
to the Company’s Registration Statement on Form F-1 filed with the Commission on December 19, 2022.
For
the convenience of the Staff, each of the Staff’s comments is included and is followed by the corresponding response of the Company.
Unless the context indicates otherwise, references in this letter to “we,” “us” and “our” refer to
the Company on a consolidated basis.
Amendment
1 to Form F-1 Filed on December 19, 2022
General
1. We
note your response to prior comment 1, and reissue. We note that the disclosure now states
that selling stockholders “may not sell the Shares at a fixed price,” and we
ask you to revise your disclosure to disclose that the selling shareholders will offer and
sell their shares at a fixed price until your shares are listed on a national securities
exchange or quoted on the OTC Bulletin Board, OTCQX, or OTCQB, at which time they may be
sold at prevailing market prices or in privately negotiated transactions.
Response:
In response to the Staff’s comment, we have revised the disclosure on the cover page of the Amended Registration Statement.
420
Lexington Avenue, Suite 2446, New York, NY 10170
11620 Wilshire Blvd., Suite 900, Los Angeles, CA 90025
NYC
Office: 646.861.7891
CA
Office: 818.930.5686
www.cronelawgroup.com
U.S.
Securities and Exchange Commission
Division
of Corporation Finance
Office
of Manufacturing
February
28, 2023
Page
2
Prospectus
Cover Page, page i
2. We
note your response to prior comment 4, but note that we still cannot identify the section
where you discuss the consequences to you and your investors if you or your subsidiaries:
(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 advise us where this disclosure is, or revise to include.
Response:
In response to the Staff’s comment, we have revised the disclosure on the cover page of the Amended Registration Statement.
Risk
Factors, page 10
3. We
note your response to prior comment 5. Please revise your disclosure to state the potential
consequences if the Cyberspace Administration of China (“CAC”) determines that
you are not compliant with the regulations or policies that have been issued by the CAC to
date.
Response:
In response to the Staff’s comments, we have added more disclosure in the summary of risk factors on page 26.
Compensation
of Directors and Executive Officers, page 39
4. Please
update your executive compensation table for the fiscal year ended December 31, 2022.
Response:
In response to the Staff’s comment, we have updated the compensation table for the directors and executive officers for the
fiscal year ended December 31, 2022 of the Amended Registration Statement.
420
Lexington Avenue, Suite 2446, New York, NY 10170
11620 Wilshire Blvd., Suite 900, Los Angeles, CA 90025
NYC
Office: 646.861.7891
CA
Office: 818.930.5686
www.cronelawgroup.com
U.S.
Securities and Exchange Commission
Division
of Corporation Finance
Office
of Manufacturing
February
28, 2023
Page
3
Index
to the Consolidated Financial Statements, page 51
5. If
your audited financial statements become older than 12 months, please be advised, since this
is an initial public offering of your common shares, you may be required to provide updated
financial statements. Accordingly, if your registration statement is not effective by December
30, 2022, please update your financial statements and related disclosures pursuant to Item
8.A.4 of Form 20-F or, if applicable, provide the appropriate representations in an exhibit
to the filing as required by Instruction 2 to Item 8.A.4.
Response:
Pursuant to Section 6220.1, financial statements of a foreign private issuer must be as of a date within nine months of the effective
date of a registration statement. Audited financial statements for the most recently completed fiscal year must be included in registration
statements declared effective three months or more after fiscal year-end. Under the rule, a registration statement of a foreign private
issuer may become effective with audited financial statements as old as 15 months, with the most recent interim statements as old as
nine months. If interim statements are required, they must cover a period of at least six months. In this Amended Registration Statement,
the company has audited financial statements for the fiscal year ended December 31, 2021 as well as the interim statements as of June
30, 2022, and is compliant.
Item
16. Exhibits and Financial Schedules
Exhibit
23.1 , page II-2
6. We
have read your response to prior comment 8. We note that in the consent of independent accountants
filed as Exhibit 23.1, HHC did not consent to the reference to the firm as experts within
the registration statement on page 49. Please have your audit firm revise Exhibit 23.1 to
state, if true, that they consent to the reference to the firm as “experts” in
the registration statement.
Response:
The Amended Registration Statement has been revised in accordance with the comment of the Staff.
We
hope the Amended Registration Statement addresses the comments of the Commission. If we can provide any further assistance, please do
not hesitate to contact the undersigned.
Sincerely,
THE
CRONE LAW GROUP P.C.
By:
/s/
Cassi Olson
Cassi
Olson
cc:
Cong He
420
Lexington Avenue, Suite 2446, New York, NY 10170
11620
Wilshire Blvd., Suite 900, Los Angeles, CA 90025
NYC
Office: 646.861.7891
CA
Office: 818.930.5686
www.cronelawgroup.com
2023-01-03 - UPLOAD - Tian'an Technology Group Ltd
United States securities and exchange commission logo
January 3, 2023
Cong He
Chief Financial Officer
Tian’an Technology Group Ltd.
Room 104, Building 1-B, No. 3500
Xiupu Road, Pudong New Area, Shanghai, China
Re:Tian'an Technology Group Ltd.
Amendment No. 2 to Registration Statement on Form F-1
Filed December 19, 2022
File No. 333-267453
Dear Cong He:
We have reviewed your amended registration statement and have the following
comments. In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe our comments apply 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 these comments, we may have additional comments. Unless we note
otherwise, our references to prior comments are to comments in our December 5, 2022 letter.
Amendment 2 to Form F-1 Filed on December 19, 2022
General
1.We note your response to prior comment 1, and reissue. We note that the disclosure now
states that selling stockholders "may not sell the Shares at a fixed price," and we ask you
to revise your disclosure to disclose that the selling shareholders will offer and sell their
shares at a fixed price until your shares are listed on a national securities exchange or
quoted on the OTC Bulletin Board, OTCQX, or OTCQB, at which time they may be sold
at prevailing market prices or in privately negotiated transactions.
Prospectus Cover Page, page i
2.We note your response to prior comment 4, but note that we still cannot identify the
FirstName LastNameCong He
Comapany NameTian’an Technology Group Ltd.
January 3, 2023 Page 2
FirstName LastName
Cong He
Tian’an Technology Group Ltd.
January 3, 2023
Page 2
section where you discuss the consequences to you and your investors if you or your
subsidiaries: (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 advise us where this disclosure is, or revise
to include.
Risk Factors, page 10
3.We note your response to prior comment 5. Please revise your disclosure to state the
potential consequences if the Cyberspace Administration of China ("CAC") determines
that you are not compliant with the regulations or policies that have been issued by the
CAC to date.
Compensation of Directors and Executive Officers, page 39
4.Please update your executive compensation table for the fiscal year ended December 31,
2022.
Index to the Consolidated Financial Statements, page 51
5.If your audited financial statements become older than 12 months, please be advised,
since this is an initial public offering of your common shares, you may be required to
provide updated financial statements. Accordingly, if your registration statement is not
effective by December 30, 2022, please update your financial statements and related
disclosures pursuant to Item 8.A.4 of Form 20-F or, if applicable, provide the appropriate
representations in an exhibit to the filing as required by Instruction 2 to Item 8.A.4.
Item 16. Exhibits and Financial Schedules
Exhibit 23.1, page II-2
6.We have read your response to prior comment 8. We note that in the consent of
independent accountants filed as Exhibit 23.1, HHC did not consent to the reference to the
firm as experts within the registration statement on page 49. Please have your audit firm
revise Exhibit 23.1 to state, if true, that they consent to the reference to the firm as
“experts” in the registration statement.
FirstName LastNameCong He
Comapany NameTian’an Technology Group Ltd.
January 3, 2023 Page 3
FirstName LastName
Cong He
Tian’an Technology Group Ltd.
January 3, 2023
Page 3
You may contact Ernest Greene at 202-551-3733 or Claire Erlanger at 202-551-3301 if
you have questions regarding comments on the financial statements and related matters. Please
contact Erin Donahue at 202-551-6063 or Jay Ingram at 202-551-3397 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
2022-12-19 - CORRESP - Tian'an Technology Group Ltd
CORRESP
1
filename1.htm
December
19, 2022
U.S.
Securities and Exchange Commission
Division
of Corporation Finance
Office
of Manufacturing
100
F Street, N.E.
Washington,
DC 20549
Attn:
Ernest
Greene
Claire
Erlanger
Erin
Donahue
Jay
Ingram
Re:
Tian’an
Technology Group Ltd.
Amendment
No. 1 to Registration Statement on Form F-1
Filed
November 9, 2022
File
No. 333-267453
Dear
Sir and Madam:
On
behalf of Tian’an Technology Group Ltd., a British Virgin Islands corporation (the “Company”), we hereby file with
the Securities and Exchange Commission (the “Commission”) an amended registration statement on Form F-1 (the “Amended
Registration Statement”) in response to the comments of the staff (the “Staff”), dated December 5, 2022, with reference
to the Company’s Registration Statement on Form F-1 filed with the Commission on November 9, 2022.
For
the convenience of the Staff, each of the Staff’s comments is included and is followed by the corresponding response of the Company.
Unless the context indicates otherwise, references in this letter to “we,” “us” and “our” refer to
the Company on a consolidated basis.
Amendment
1 to Form F-1 Filed on November 9, 2022
General
1.
You
disclose that there is no public market for your common stock but that selling shareholders may offer the shares through public or
private transactions at prevailing market prices, at prices related to prevailing market prices or at privately negotiated prices.
Please note that an at-the-market resale offering under Rule 415 is not available for registrants that do not have a public market.
Please revise your prospectus to disclose that the selling shareholders will offer and sell their shares at a fixed price until your
shares are listed on a national securities exchange or quoted on the OTC Bulletin Board, OTCQX, or OTCQB, at which time they may
be sold at prevailing market prices or in privately negotiated transactions.
Response:
In response to the Staff’s comment, we have revised the disclosure on the cover page of the Amended Registration Statement.
420
Lexington Avenue, Suite 2446, New York, NY 10170
11620
Wilshire Blvd., Suite 900, Los Angeles, CA 90025
NYC
Office: 646.861.7891
CA
Office: 818.930.5686
www.cronelawgroup.com
U.S.
Securities and Exchange Commission
Division
of Corporation Finance
Office
of Manufacturing
December
19, 2022
Page
2
Prospectus
Cover Page, page i
2.
We
note your response to prior comment 6 and reissue in part. Please state whether any transfers, dividends, or distributions have been
made to date between the holding company, its subsidiaries, and consolidated entities, or to investors, and quantify the amounts
where applicable.
Response:
In response to the Staff’s comment, we have revised the disclosure on the cover page of the Amended Registration Statement.
Prospectus
Summary, page 1
3.
We
note your response to prior comment 8. Please be sure your amended disclosure addresses each element of our comment.
Response:
In response to the Staff’s comments, we have added more disclosure in the summary of risk factors on page 7.
4.
In
regards to prior comment 9, please advise us where in the amended registration statement you addressed our comment.
Response:
The comment of the Staff was addressed on the cover page of the Amended Registration Statement.
Risk
Factors, page 10
5.
We
note your response to prior comment 12. Please advise us where in the registration statement the corresponding amended disclosure
is.
Response:
In response to the Staff’s comment, we have revised the disclosure on pages 25 and 26 of the Amended Registration Statement.
Unaudited
Interim Financial Statements for the Six Months Ended June 30, 2022, page 51
6.
We
note that it does not appear you have included a statement of changes in stockholders’ equity for the six months ended June
30, 2022. Please revise to include either a statement or a note to the financial statements which analyzes the changes in each caption
of shareholders’ equity presented in the balance sheet for the most recent interim period as well as the comparative period.
See guidance in Item 8.A.5 of Form 20-F and Item 10 of Regulation S-X.
Response:
In response to the Staff’s comment, we have included a statement of changes in stockholders’ equity for the six months
ended June 30, 2022 in the financial statements on page F-3 of the Amended Registration Statement.
420
Lexington Avenue, Suite 2446, New York, NY 10170
11620
Wilshire Blvd., Suite 900, Los Angeles, CA 90025
NYC
Office: 646.861.7891
CA
Office: 818.930.5686
www.cronelawgroup.com
U.S.
Securities and Exchange Commission
Division
of Corporation Finance
Office
of Manufacturing
December
xx, 2022
Page
3
Recent
Sales of Unregistered Securities, page II-1
7.
We
note your response to prior comment 15, and reissue in part. Please indicate the section of the Securities Act or the rule of the
Commission under which exemption from registration was claimed, and state briefly the facts relied upon to make the exemption available
for all the transactions disclosed here.
Response:
The Amended Registration Statement has been revised in accordance with the comments of the Staff.
Item
16. Exhibits and Financial Schedules Exhibit 23.1 , page II-2
8.
Please make arrangements with your auditor for them to revise their consent as follows:
●
Remove
the incorporation by reference wording, since their report is included directly in the Form F-1;
Response: The Amended Registration Statement has been revised in accordance with the comment of the Staff.
●
Disclose
their consent to the reference to their firm under the “Experts” section of the Form F-1; and
Response: The Amended Registration Statement has been revised in accordance with the comment of the Staff.
●
Provide
a currently dated consent with any subsequent amendments.
Response: The Amended Registration Statement has been revised in accordance with the comment of the Staff.
We
hope the Amended Registration Statement addresses the comments of the Commission. If we can provide any further assistance, please do
not hesitate to contact the undersigned.
420
Lexington Avenue, Suite 2446, New York, NY 10170
11620
Wilshire Blvd., Suite 900, Los Angeles, CA 90025
NYC
Office: 646.861.7891
CA
Office: 818.930.5686
www.cronelawgroup.com
U.S.
Securities and Exchange Commission
Division
of Corporation Finance
Office
of Manufacturing
December
19, 2022
Page
4
Sincerely,
THE
CRONE LAW GROUP P.C.
By:
/s/
Joseph Laxague
Joseph
Laxague
cc:
Cong
He
420
Lexington Avenue, Suite 2446, New York, NY 10170
11620
Wilshire Blvd., Suite 900, Los Angeles, CA 90025
NYC
Office: 646.861.7891
CA
Office: 818.930.5686
www.cronelawgroup.com
2022-12-05 - UPLOAD - Tian'an Technology Group Ltd
United States securities and exchange commission logo
December 5, 2022
Cong He
Chief Financial Officer
Tian’an Technology Group Ltd.
Room 104, Building 1-B, No. 3500
Xiupu Road, Pudong New Area, Shanghai, China
Re:Tian'an Technology Group Ltd.
Amendment No. 1 to Registration Statement on Form F-1
Filed November 9, 2022
File No. 333-267453
Dear Cong He:
We have reviewed your amended registration statement and have the following
comments. In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe our comments apply 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 these comments, we may have additional comments. Unless we note
otherwise, our references to prior comments are to comments in our October 12, 2022 letter.
Amendment 1 to Form F-1 Filed on November 9, 2022
General
1.You disclose that there is no public market for your common stock but that selling
shareholders may offer the shares through public or private transactions at prevailing
market prices, at prices related to prevailing market prices or at privately negotiated
prices. Please note that an at-the-market resale offering under Rule 415 is not available
for registrants that do not have a public market. Please revise your prospectus to disclose
that the selling shareholders will offer and sell their shares at a fixed price until your
shares are listed on a national securities exchange or quoted on the OTC Bulletin Board,
OTCQX, or OTCQB, at which time they may be sold at prevailing market prices or in
privately negotiated transactions.
FirstName LastNameCong He
Comapany NameTian’an Technology Group Ltd.
December 5, 2022 Page 2
FirstName LastName
Cong He
Tian’an Technology Group Ltd.
December 5, 2022
Page 2
Prospectus Cover Page, page i
2.We note your response to prior comment 6 and reissue in part. Please state whether any
transfers, dividends, or distributions have been made to date between the holding
company, its subsidiaries, and consolidated entities, or to investors, and quantify the
amounts where applicable.
Prospectus Summary, page 1
3.We note your response to prior comment 8. Please be sure your amended disclosure
addresses each element of our comment.
4.In regards to prior comment 9, please advise us where in the amended registration
statement you addressed our comment.
Risk Factors, page 10
5.We note your response to prior comment 12. Please advise us where in the registration
statement the corresponding amended disclosure is.
Unaudited Interim Financial Statements for the Six Months Ended June 30, 2022, page 51
6.We note that it does not appear you have included a statement of changes in stockholders'
equity for the six months ended June 30, 2022. Please revise to include either a statement
or a note to the financial statements which analyzes the changes in each caption of
shareholders’ equity presented in the balance sheet for the most recent interim period as
well as the comparative period. See guidance in Item 8.A.5 of Form 20-F and Item 10 of
Regulation S-X.
Recent Sales of Unregistered Securities, page II-1
7.We note your response to prior comment 15, and reissue in part. Please indicate the
section of the Securities Act or the rule of the Commission under which exemption from
registration was claimed, and state briefly the facts relied upon to make the exemption
available for all the transactions disclosed here.
Item 16. Exhibits and Financial Schedules
Exhibit 23.1 , page II-2
8.Please make arrangements with your auditor for them to revise their consent as follows:
• Remove the incorporation by reference wording, since their report is included directly in
the Form F-1;
• Disclose their consent to the reference to their firm under the "Experts" section of the
Form F-1; and
• Provide a currently dated consent with any subsequent amendments.
FirstName LastNameCong He
Comapany NameTian’an Technology Group Ltd.
December 5, 2022 Page 3
FirstName LastName
Cong He
Tian’an Technology Group Ltd.
December 5, 2022
Page 3
You may contact Ernest Greene at 202-551-3733 or Claire Erlanger at 202-551-3301 if
you have questions regarding comments on the financial statements and related matters. Please
contact Erin Donahue at 202-551-6063 or Jay Ingram at 202-551-3397 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
2022-11-08 - CORRESP - Tian'an Technology Group Ltd
CORRESP
1
filename1.htm
November 8, 2022
U.S.
Securities and Exchange Commission
Division
of Corporation Finance
Office
of Manufacturing
Washington,
D .C . 20549
Attn:
Ernest Greene
Claire Erlanger
Erin Donahue
Jay Ingram
Re:
Tian’an Technology Group Ltd.
Registration Statement on Form F-1
Filed September 15, 2022
File No. 333-267453
Dear
Sir and Madam:
On
behalf of Tian’an Technology Group Ltd., a British Virgin Islands corporation (the “Company”), we hereby file with
the Securities and Exchange Commission (the “Commission”) an amended registration statement on Form F-1 (the “Amended
Registration Statement”) in response to the comments of the staff (the “Staff”), dated October 12, 2022, with reference
to the Company’s Draft Registration Statement on Form F-1 filed with the Commission on September 15, 2022.
For
the convenience of the Staff, each of the Staff’s comments is included and is followed by the corresponding response of the Company.
Unless the context indicates otherwise, references in this letter to “we,” “us” and “our” refer to
the Company on a consolidated basis.
Form
F-1 Filed on September 15, 2022
General
1. Please disclose
whether and how your business segments, products, lines of service, projects, or operations are materially impacted by supply chain disruptions,
especially in light of Russia’s invasion of Ukraine. For example, discuss whether you have to expect to:
● suspend the production,
purchase, sale or maintenance of certain items due to a lack of raw materials, parts or equipment; inventory shortages; closed factories
or stores; reduced headcount; or delayed projects;
● experience labor
shortages that impact your business;
● experience cybersecurity
attacks in your supply chain;
● experience higher
costs due to constrained capacity or increase commodity prices or challenges sourcing materials (e.g., nickel, palladium, neon, cobalt,
iron, platinum or other raw materials sourced from Russia, Belarus, or Ukraine;
● experience surges
or declines in consumer demand for which you are unable to adequately adjust your supply;
420
Lexington Avenue, Suite 2446, New York, NY 10170
11620
Wilshire Blvd., Suite 900, Los Angeles, CA 90025
NYC
Office: 646.861.7891
CA
Office: 818.930.5686
www.cronelawgroup.com
U.S.
Securities and Exchange Commission
November 8, 2022
Page
2
● be unable to supply
products at competitive prices or at all due to export restrictions, sanctions, tariffs, trade barriers, or political or trade tensions
among countries or the ongoing invasion; or
● be exposed to supply
chain risk in light of Russia’s invasion of Ukraine.
Explain
whether and how you have undertaken efforts to mitigate and where possible, quantify the impact to your business.
Response:
In response to the Staff’s comment, we have revised the disclosure on pages 5 - 7 of the Amended Registration Statement.
2. Please disclose
(1) whether your business segments, products, lines of service, projects, or operations are materially impacted by the recent pandemic-related
lockdowns in China and (2) the impact of consumer demand declines China. In addition, discuss any steps you are taking to mitigate adverse
impacts to your business.
Response:
In response to the Staff’s comment, we have revised the disclosure on page 5 of the Amended Registration Statement.
Prospectus
Cover Page, page i
3. Please disclose
prominently on the prospectus cover page that you are not a Chinese operating company but a British Virgin Islands holding company with
operations conducted by your subsidiaries based in China and that this structure involves unique risks to investors. If true, disclose
that these contracts have not been tested in court. Provide a cross-reference to your detailed discussion of risk factors facing the
company and the offering as a result of this structure.
Response:
The Amended Registration Statement has been revised in accordance with the comments of the Staff.
4. Please disclose
whether your auditor is subject to the determinations announced by the PCAOB on December 16, 2021 and whether and how the Holding Foreign
Companies Accountable Act and related regulations will affect your company.
Response:
The Amended Registration Statement has been revised in accordance with the comments of the Staff.
5. Clearly disclose
how you will refer to the holding company, subsidiaries, and other entities when providing the disclosure throughout the document so
that it is clear to investors which entity the disclose is referencing and which subsidiaries or entities are conducting the business
operations. Refrain from using terms such as “we” or “our” when describing activities or functions of a subsidiary
or other entity. For example, disclose, if true, that your subsidiaries and/or other entities conduct operations in China, that the other
entity is consolidated for accounting purposes but is not an entity in which you own equity, and that the holding company does not conduct
operations. Disclose clearly the entity (including the domicile) in which investors are purchasing an interest.
Response:
The Amended Registration Statement has been revised in accordance with the comments of the Staff.
420
Lexington Avenue, Suite 2446, New York, NY 10170
11620
Wilshire Blvd., Suite 900, Los Angeles, CA 90025
NYC
Office: 646.861.7891
CA
Office: 818.930.5686
www.cronelawgroup.com
U.S.
Securities and Exchange Commission
November 8, 2022
Page
3
6. Provide a clear
description of how cash is transferred through your organization and disclose your intentions to distribute earnings or settle amounts
owed under applicable agreements. State whether any transfers, dividends, or distributions have been made to date between the holding
company, its subsidiaries, and consolidated entities, or to investors, and quantify the amounts where applicable.
Response:
The Amended Registration Statement has been revised in accordance with the comments of the Staff.
7. Disclose whether
cash generated from one subsidiary is used to fund another subsidiary’s operations, whether you have ever faced difficulties or
limitations in your ability to transfer cash between subsidiaries, and whether you have cash management policies in place that dictates
the amount of such funding. Please also disclose whether you have cash management policies/procedures that dictate how funds are transferred.
Response:
The Amended Registration Statement has been revised in accordance with the comments of the Staff.
Prospectus
Summary, page 1
8. In your summary
of risk factors, disclose clearly 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 securities to investors and cause the value of such
securities to significantly decline or be worthless.
Response:
The Amended Registration Statement has been revised in accordance with the comments of the Staff and the Company’s summary
of risk factors has been updated.
9. 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 (CRSC), Cyberspace Administration of China (CAC) or any other governmental agency that is required to
approve your or your subsidiaries’ operations, and state affirmatively whether you have received all requisites 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 subsidiaries: (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.
Response:
The Amended Registration Statement has been revised in accordance with the comments of the Staff.
420
Lexington Avenue, Suite 2446, New York, NY 10170
11620
Wilshire Blvd., Suite 900, Los Angeles, CA 90025
NYC
Office: 646.861.7891
CA
Office: 818.930.5686
www.cronelawgroup.com
U.S.
Securities and Exchange Commission
November 8, 2022
Page
4
10. Provide a clear
description of how cash is transferred through your organization. Disclose your intentions to distribute earnings or settle amounts owed
under your operating structure. Quantify any cash flows and transfers of other assets by type that have occurred between the holding
company and its subsidiaries, and direction of transfer. Quantify any dividends or distributions that a subsidiary has made to the holding
company and which entity made such transfer, and their tax consequences. Similarly quantify dividends or distributions made to U.S. investors,
the source, and their tax consequences. Your disclosure should make clear if no transfers, dividends, or distributions have been made
to date. Describe any restrictions on foreign exchange and your ability to transfer cash between entities, across borders, and to U.S.
investors. Describe any restrictions and limitations on your ability to distribute earnings from the company, including your subsidiaries,
to the parent company and U.S. investors as well as the ability to settle amounts owed under applicable agreements.
Response:
The Amended Registration Statement has been revised in accordance with the comments of the Staff.
11. Disclose that trading
in your securities may be prohibited under the Holding Foreign Companies Accountable Act if the PCAOB determines that it cannot inspect
or investigate completely your auditor, and that as a result an exchange may determine to delist your securities. Disclose whether your
auditor is subject to the determination announced by the PCAOB on December 16, 2021.
Response:
The Amended Registration Statement has been revised in accordance with the comments of the Staff.
Risk
Factors, page 10
12. In light of recent
events indicating greater oversight by the Cyberspace Administration of China (CAC) over data security, particularly for companies seeking
to list on a foreign exchange, please revise your disclosure to explain how this oversight impacts your business and your offering and
to what extent you believe that you are compliant with the regulations or policies that have been issued by the CAC to date.
Response:
The Amended Registration Statement has been revised in accordance with the comments of the Staff.
Because
we are an “emerging growth company,”.... , page 11
13. Based on your disclosure
that you have irrevocably elected not to avail your company of exemption from new or revised accounting standards, it is not clear to
us why you have not checked the related box on the cover page of the filing. Please clarify or revise this inconsistency.
Response:
The Amended Registration Statement has been revised in accordance with the comments of the Staff.
420
Lexington Avenue, Suite 2446, New York, NY 10170
11620
Wilshire Blvd., Suite 900, Los Angeles, CA 90025
NYC
Office: 646.861.7891
CA
Office: 818.930.5686
www.cronelawgroup.com
U.S.
Securities and Exchange Commission
November 8, 2022
Page
5
Index
to Consolidated Financial Statements
General,
page 51
14. Please provide
updated financial statements and related disclosures as required by Item 8.A.5 of Form 20-F.
Response:
Updated financial statements and related disclosures as required by Item 8.A.5 of Form 20-F have been added to the Amended Registration
Statement in accordance with the comments of the Staff.
Item
15. Recent Sales of Unregistered Securities, page II-2
15. Please revise your
disclosure to furnish the complete disclosure required by Item 701 of Regulation S-K. In this regard, please provide the date of each
sale, name the person or identify the class of persons to whom the securities were sold, indicate the section of the Securities Act or
the rule of the Commission under which exemption from registration was claimed, and state briefly the facts relied upon to make the exemption
available for all the transactions disclosed here.
Response:
The Amended Registration Statement has been revised in accordance with the comments of the Staff.
420
Lexington Avenue, Suite 2446, New York, NY 10170
11620
Wilshire Blvd., Suite 900, Los Angeles, CA 90025
NYC
Office: 646.861.7891
CA
Office: 818.930.5686
www.cronelawgroup.com
U.S.
Securities and Exchange Commission
November 8, 2022
Page
6
We
hope the Amended Registration Statement addresses the comments of the Commission. If we can provide any further assistance, please do
not hesitate to contact the undersigned.
Sincerely,
THE CRONE LAW GROUP P.C.
By:
/s/ Cassi Olson
Cassi Olson
cc:
Cong He
Chief Financial Officer
420
Lexington Avenue, Suite 2446, New York, NY 10170
11620
Wilshire Blvd., Suite 900, Los Angeles, CA 90025
NYC
Office: 646.861.7891
CA
Office: 818.930.5686
www.cronelawgroup.com
2022-10-12 - UPLOAD - Tian'an Technology Group Ltd
United States securities and exchange commission logo
October 12, 2022
Cong He
Chief Financial Officer
Tian’an Technology Group Ltd.
Room 104, Building 1-B, No. 3500
Xiupu Road, Pudong New Area, Shanghai, China
Re:Tian'an Technology Group Ltd.
Registration Statement on Form F-1
Filed September 15, 2022
File No. 333-267453
Dear Cong He:
We have reviewed your registration statement and have the following comments. In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe our comments apply 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 these comments, we may have additional comments.
Form F-1 Filed on September 15, 2022
General
1.Please disclose whether and how your business segments, products, lines of service,
projects, or operations are materially impacted by supply chain disruptions, especially in
light of Russia's invasion of Ukraine. For example, discuss whether you have to expect
to:
•suspend the production, purchase, sale or maintenance of certain items due to a lack
of raw materials, parts or equipment; inventory shortages; closed factories or stores;
reduced headcount; or delayed projects;
•experience labor shortages that impact your business;
•experience cybersecurity attacks in your supply chain;
•experience higher costs due to constrained capacity or increase commodity prices or
FirstName LastNameCong He
Comapany NameTian’an Technology Group Ltd.
October 12, 2022 Page 2
FirstName LastNameCong He
Tian’an Technology Group Ltd.
October 12, 2022
Page 2
challenges sourcing materials (e.g., nickel, palladium, neon, cobalt, iron, platinum or
other raw materials sourced from Russia, Belarus, or Ukraine;
•experience surges or declines in consumer demand for which you are unable to
adequately adjust your supply;
•be unable to supply products at competitive prices or at all due to export restrictions,
sanctions, tariffs, trade barriers, or political or trade tensions among countries or the
ongoing invasion; or
•be exposed to supply chain risk in light of Russia's invasion of Ukraine.
Explain whether and how you have undertaken efforts to mitigate and where possible,
quantify the impact to your business.
2.Please disclose (1) whether your business segments, products, lines of service, projects, or
operations are materially impacted by the recent pandemic-related lockdowns in China
and (2) the impact of consumer demand declines China. In addition, discuss any steps you
are taking to mitigate adverse impacts to your business.
Prospectus Cover Page, page i
3.Please disclose prominently on the prospectus cover page that you are not a Chinese
operating company but a British Virgin Islands holding company with operations
conducted by your subsidiaries based in China and that this structure involves unique risks
to investors. If true, disclose that these contracts have not been tested in court. Provide a
cross-reference to your detailed discussion of risk factors facing the company and the
offering as a result of this structure.
4.Please disclose whether your auditor is subject to the determinations announced by the
PCAOB on December 16, 2021 and whether and how the Holding Foreign Companies
Accountable Act and related regulations will affect your company.
5.Clearly disclose how you will refer to the holding company, subsidiaries, and other
entities when providing the disclosure throughout the document so that it is clear to
investors which entity the disclose is referencing and which subsidiaries or entities are
conducting the business operations. Refrain from using terms such as "we" or "our" when
describing activities or functions of a subsidiary or other entity. For example, disclose, if
true, that your subsidiaries and/or other entities conduct operations in China, that the other
entity is consolidated for accounting purposes but is not an entity in which you own
equity, and that the holding company does not conduct operations. Disclose clearly the
entity (including the domicile) in which investors are purchasing an interest.
6.Provide a clear description of how cash is transferred through your organization and
disclose your intentions to distribute earnings or settle amounts owed under applicable
agreements. State whether any transfers, dividends, or distributions have been made to
date between the holding company, its subsidiaries, and consolidated entities, or to
investors, and quantify the amounts where applicable.
7.Disclose whether cash generated from one subsidiary is used to fund another subsidiary's
FirstName LastNameCong He
Comapany NameTian’an Technology Group Ltd.
October 12, 2022 Page 3
FirstName LastNameCong He
Tian’an Technology Group Ltd.
October 12, 2022
Page 3
operations, whether you have ever faced difficulties or limitations in your ability to
transfer cash between subsidiaries, and whether you have cash management policies in
place that dictates the amount of such funding. Please also disclose whether you have
cash management policies/procedures that dictate how funds are transferred.
Prospectus Summary, page 1
8.In your summary of risk factors, disclose clearly 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 securities to investors and cause the
value of such securities to significantly decline or be worthless.
9.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 (CRSC),
Cyberspace Administration of China (CAC) or any other governmental agency that is
required to approve your or your subsidiaries' operations, and state affirmatively whether
you have received all requisites 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 subsidiaries: (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.
10.Provide a clear description of how cash is transferred through your organization. Disclose
your intentions to distribute earnings or settle amounts owed under your operating
structure. Quantify any cash flows and transfers of other assets by type that have occurred
between the holding company and its subsidiaries, and direction of transfer. Quantify any
dividends or distributions that a subsidiary has made to the holding company and which
entity made such transfer, and their tax consequences. Similarly quantify dividends or
distributions made to U.S. investors, the source, and their tax consequences. Your
disclosure should make clear if no transfers, dividends, or distributions have been made to
FirstName LastNameCong He
Comapany NameTian’an Technology Group Ltd.
October 12, 2022 Page 4
FirstName LastNameCong He
Tian’an Technology Group Ltd.
October 12, 2022
Page 4
date. Describe any restrictions on foreign exchange and your ability to transfer cash
between entities, across borders, and to U.S. investors. Describe any restrictions and
limitations on your ability to distribute earnings from the company, including your
subsidiaries, to the parent company and U.S. investors as well as the ability to settle
amounts owed under applicable agreements.
11.Disclose that trading in your securities may be prohibited under the Holding Foreign
Companies Accountable Act if the PCAOB determines that it cannot inspect or investigate
completely your auditor, and that as a result an exchange may determine to delist your
securities. Disclose whether your auditor is subject to the determination announced by the
PCAOB on December 16, 2021.
Risk Factors, page 10
12.In light of recent events indicating greater oversight by the Cyberspace Administration of
China (CAC) over data security, particularly for companies seeking to list on a foreign
exchange, please revise your disclosure to explain how this oversight impacts your
business and your offering and to what extent you believe that you are compliant with the
regulations or policies that have been issued by the CAC to date.
Because we are an "emerging growth company,".... , page 11
13.Based on your disclosure that you have irrevocably elected not to avail your company of
exemption from new or revised accounting standards, it is not clear to us why you have
not checked the related box on the cover page of the filing. Please clarify or revise this
inconsistency.
Index to Consolidated Financial Statements
General, page 51
14.Please provide updated financial statements and related disclosures as required by Item
8.A.5 of Form 20-F.
Item 15. Recent Sales of Unregistered Securities, page II-2
15.Please revise your disclosure to furnish the complete disclosure required by Item 701 of
Regulation S-K. In this regard, please provide the date of each sale, name the person or
identify the class of persons to whom the securities were sold, indicate the section of the
Securities Act or the rule of the Commission under which exemption from registration
was claimed, and state briefly the facts relied upon to make the exemption available for all
the transactions disclosed here.
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.
FirstName LastNameCong He
Comapany NameTian’an Technology Group Ltd.
October 12, 2022 Page 5
FirstName LastName
Cong He
Tian’an Technology Group Ltd.
October 12, 2022
Page 5
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.
You may contact Ernest Greene at 202-551-3733 or Claire Erlanger at 202-551-3301 if
you have questions regarding comments on the financial statements and related matters. Please
contact Erin Donahue at 202-551-6063 or Jay Ingram at 202-551-3397 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
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