TEXT-EXTRACT 2 filename2.txt United States securities and exchange commission logo November 14, 2023 Eva Yuk Yin Siu Chairlady of the Board & CEO Neo-Concept International Group Holdings Ltd 10/F, Seaview Centre No.139-141 Hoi Bun Road Kwun Tong Kowloon, Hong Kong Re: Neo-Concept International Group Holdings Ltd Registration Statement on Form F-1 Filed November 1, 2023 File No. 333-275242 Dear Eva Yuk Yin Siu: 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. Form F-1 filed November 1, 2023 Cover Page 1. We note your disclosure in connection with the CSRC Trial Administrative Measures that the Group has no operations in China. We note also that you earlier define China as including China and Hong Kong. Please revise or advise. Refer to prior comment 1 of our letter dated November 7, 2022. Prospectus Summary The Offering, page 13 2. Please revise the "Lock-up" section here and on page 116 to highlight the fact that your principal controlling shareholder is seeking to sell shares under the Resale Prospectus. Eva Yuk Yin Siu FirstName LastNameEva InternationalYuk YinHoldings Siu Neo-Concept Group Ltd Comapany 14, November NameNeo-Concept 2023 International Group Holdings Ltd November Page 2 14, 2023 Page 2 FirstName LastName Risk Factors Because our initial public offering price is substantially higher than our pro forma net tangible book value per share..., page 36 3. We note that you removed the specific disclosure regarding dilution in this section. Please reinsert the disclosure to describe the specific risks to investors. Refer to Item 105(a) of Regulation S-K. Shares Eligible for Future Sale, page 116 4. We note your change of underwriter. Please revise the Lock-up Agreements section to remove the disclosure that certain directors, executive officers and principal shareholders must seek written consent from Univest Securities before seeking to avoid the lock-up agreement and transfer or sell shares. Resale Prospectus Cover Page, page A-1 5. We note your disclosure that you "anticipate that" the selling shareholder will sell its ordinary shares at the price at which you sell the shares in the public offering. Please revise to clearly state that the selling shareholder will sell its ordinary shares at the public offering price, until the ordinary shares are quoted on the Nasdaq Capital Market. We note also your disclosure that the selling shareholder will not be able to sell its shares unless your ordinary shares are approved for listing on the Nasdaq Capital Market. Please revise to state clearly that the selling shareholder will not sell its shares unless the public offering is completed. 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. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. Please contact Mindy Hooker at 202-551-3732 or Martin James at 202-551-3671 if you have questions regarding comments on the financial statements and related matters. Please contact Alex King at 202-551-8631 or Erin Purnell at 202-551-3454 with any other questions. Sincerely, Division of Corporation Finance Office of Manufacturing cc: Henry Schlueter