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United States securities and exchange commission logo
December 6, 2023
Kin Chung Chan
Chairman and Chief Executive Officer
Reitar Logtech Holdings Ltd
c/o Unit 801, 8th Floor, Tower 2, The Quayside, 77 Hoi Bun Road
Kwun Tong, Kowloon, Hong Kong
Re: Reitar Logtech
Holdings Ltd
Amendment No. 3 to
Draft Registration Statement on Form F-1
Submitted November
8, 2023
CIK No. 0001951229
Dear Kin Chung Chan:
We have reviewed your amended draft registration statement and have
the following
comments.
Please respond to this letter by providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. 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 the information you provide in response to this
letter and your amended
draft registration statement or filed registration statement, we may
have additional comments.
Draft Registration Statement on Form F-1
Summary Consolidated Financial and Operating Data, page 12
1. We refer you to your
summary financial information on pages 12 through 14 and pages 60
through 61. Please
revise to include earnings per share from continuing operations,
earnings per share from
discontinued operations, and weighted average shares. Please
ensure such information
is presented on an actual basis and a pro forma basis, as
applicable.
Alternatively, tell us how you determined it was unnecessary to disclose such
information.
2. We refer you to your
summary financial information on pages 14, 61, and 87. Please
revise to present
captions for continuing operations and discontinued operations within
your pro forma
financial information for the year ended March 31, 2023. Alternatively,
tell us how you
determined it was unnecessary to disclose such information.
Kin Chung Chan
FirstName LastNameKin Chung Chan
Reitar Logtech Holdings Ltd
Comapany6,
December NameReitar
2023 Logtech Holdings Ltd
December
Page 2 6, 2023 Page 2
FirstName LastName
Management's Discussion and Analysis of Financial Condition and Results of
Operations, page
63
3. We note your disclosure on page F-28 that HK$58.46 million (US$7.45
million) is
outstanding from Hi Speed at March 31, 2023. To the extent any
additional cash is
collected, please tell us and revise your filing to disclose the
amount of such consideration
that has been received to date.
Reitar Logtech Holdings Limited
Index to Consolidated Financial Statements, page F-1
4. We note you previously provided audited financial statements of Reitar
Capital Partners
Limited in a prior amendment and that you have removed those financial
statements in
this amendment. Please tell us how you considered the requirements of
Regulation S-X
Rule 3-05 with respect to your determination to remove the audited
financial statements of
Reitar Capital Partners Limited. Within your response, please provide
your significance
test calculations. Alternatively, please revise to include such
financial statements and
provide updated interim financial information.
Notes to the Consolidated Financial Statements
5. Pro Forma Condensed Combined Balance Sheets, page F-22
5. We note your inclusion of the pro forma condensed combined financial
information,
which you state has been prepared in accordance with Article 11 of
Regulation S-X,
within the footnotes to your historical financial information. Please
tell us how presenting
such information within the financial statement footnotes is
consistent with Rule 11-02 of
Regulation S-X. Alternatively, please revise to present such pro forma
information outside
of your audited financial statements and footnotes and to label it as
unaudited. To the
extent you revise to remove such pro forma information from your
footnotes, please revise
your financial statement footnotes to disclose only the supplemental
pro forma
information outlined in ASC 805-10-50-2.h.3, or tell us how you
determined such
information is not necessary.
6. We note your inclusion of pro forma balance sheets as of March 31,
2023 and March 31,
2022 here and elsewhere in your filing. We further note the
acquisition of Reitar Capital
Partners Limited occurred in November 2022. As the transaction has
occurred as of the
date of your most recent balance sheet, please revise to remove these
pro forma balance
sheets, or advise. Refer to Rule 11-02 of Regulation S-X.
7. We refer you to your pro forma condensed combined statement of income
and
comprehensive income for the year ended March 31, 2023 here and
elsewhere in your
filing. We note that the information in the column for Reitar Logtech
Holdings Limited
(Historical) does not appear to be derived directly from the audited
financial statements of
Reitar Logtech Holdings Limited. Please revise to present a column
derived directly from
the audited financial statements of Reitar Logtech Holdings Limited,
or tell us how you
Kin Chung Chan
Reitar Logtech Holdings Ltd
December 6, 2023
Page 3
determined your current presentation is appropriate. Refer to Article 11
of Regulation S-
X.
8. We refer you to your pro forma condensed combined statement of income and
comprehensive income for the years ended March 31, 2023 and March 31,
2022 here and
elsewhere in your filing. Please revise to present pro forma earnings per
share. Reference
is made to Rule 11-02 of Regulation S-X.
Please contact Frank Knapp at 202-551-3805 or Jennifer Monick at
202-551-3295 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Ruairi Regan at 202-551-3269 or Maryse Mills-Apenteng at 202-551-3457
with any
other questions.
Sincerely,
FirstName LastNameKin Chung Chan
Division of
Corporation Finance
Comapany NameReitar Logtech Holdings Ltd
Office of Real
Estate & Construction
December 6, 2023 Page 3
cc: William Ho, Esq.
FirstName LastName
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