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November 17, 2022
Via EDGAR
Division of Corporation Finance
Office of Energy & Transportation
Securities and Exchange Commission
Washington, D.C. 20549
Attn.: |
Yong Kim | |
Gus Rodriguez | ||
Michael Purcell | ||
Loan Lauren Nguyen |
|
Re: |
Jayud Global Logistics Limited Response to the Staffs Comments on Amendment No. 1 to Draft Registration Statement on Form F-1 Submitted October 28, 2022 with CIK No. 0001938186 |
Ladies and Gentleman:
On behalf of our client, Jayud Global Logistics Limited, a Cayman Islands exempted company (the Company), we submit to the staff (the Staff) of the Securities and Exchanges Commission (the Commission) this letter setting forth the Companys responses to the comments contained in the Staffs letter dated November 10, 2022 on the Companys Amendment No. 1 to Draft Registration Statement on Form F-1 previously submitted on October 28, 2022 (the Revised Draft Registration Statement).
Concurrently with the submission of this letter, the Company is submitting Amendment No. 2 to its draft registration statement on Form F-1 (the Second Revised Draft Registration Statement) with exhibits via EDGAR to the Commission.
In addition, the Company respectfully advises the Staff that it decides to offer the Companys Class A ordinary shares in the initial public offering instead of Class A ordinary shares represented by American depositary shares. Accordingly, the Company has reflected this change throughout the Second Revised Draft Registration Statement along with the inclusion of the Staffs comments. The Company will also update this change to Nasdaq Listing Qualifications Staff.
The Staffs comments are repeated below in bold and are followed by the Companys responses. We have included page references in the Second Revised Draft Registration Statement where the language addressing a particular comment appears. Capitalized terms used but not otherwise defined herein have the meanings set forth in the Second Revised Draft Registration Statement.
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Draft Registration Statement Amendment on Form F-1
Cover Page
1. | You disclose here that you will apply to list your ADS on Nasdaq Capital Market. However, you disclose at page 17 that you have applied to have your ADSs listed on the Nasdaq Capital Market under the symbol JYD. |
In response to the Staffs comments, the Company has revised the disclosure in the Second Revised Draft Registration Statement on the cover page.
2. | Disclose whether your offering is contingent upon final approval of your Nasdaq listing on your cover page. Please ensure the disclosure is consistent with your underwriting agreement. |
In response to the Staffs comments, the Company has revised the disclosure in the Second Revised Draft Registration Statement on the cover page in accordance with the Staffs instructions.
3. | To the extent you intend to proceed with your offering if your Nasdaq listing is denied, revise your cover page to indicate that the offering is not contingent on Nasdaq approval of your listing application and that if the ADSs are not approved for listing, you may experience difficulty selling your ADSs. Include risk factor disclosures to address the impact on liquidity and the value of ADSs. |
In response to the Staffs comments, the Company has revised the disclosure in the Second Revised Draft Registration Statement on the cover page in accordance with the Staffs instructions. The Company respectfully advises the Staff that the offering is contingent on Nasdaq approval of its listing application.
Risk Factors
The trading price of our ADSs is likely to be volatile, which could result in substantial losses to investors., page 57
4. | We note recent instances of extreme stock price run-ups followed by rapid price declines and stock price volatility seemingly unrelated to company performance following a number of recent initial public offerings, particularly among companies with relatively smaller public floats. Please revise this risk factor to address the potential for rapid and substantial price volatility and clearly state that such volatility, including any stock-run up, may be unrelated to your actual or expected operating performance and financial condition or prospects, making it difficult for prospective investors to assess the rapidly changing value of your ADSs. |
In response to the Staffs comments, the Company has revised the disclosure in the Second Revised Draft Registration Statement on pages 57-58 in accordance with the Staffs instructions.
Managements Discussion and Analysis of Financial Condition and Results of Operations, page 77
5. | We acknowledge your response to comment 12. Please discuss and analyze changes for every material asset and liability line item in your balance sheet. |
In response to the Staffs comments, the Company has revised the disclosure in the Second Revised Draft Registration Statement on page 85 in accordance with the Staffs instructions.
Suppliers, page 122
6. | We note your response to prior comment 19 that the five largest suppliers agreed to one-year terms for fiscal years 2020 and 2021. Please tell us whether these five suppliers are the same suppliers and provide additional analysis explaining why they are not material to you. |
In response to the Staffs comments, the Company has revised the disclosure in the Second Revised Draft Registration Statement on page 120 in accordance with the Staffs instructions.
If you have any questions regarding the Second Revised Draft Registration Statement, please contact the undersigned by phone at (+86) 10 8520 0616 or via e-mail at yang.ge@dlapiper.com.
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Very truly yours, |
/s/ Yang Ge |
Yang Ge |
cc: | Xiaogang Geng, Chief Executive Officer, Jayud Global Logistics Limited |
Lin Bao, Chief Financial Officer, Jayud Global Logistics Limited
Richard I. Anslow, Esq., Partner, Ellenoff Grossman & Schole LLP
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