CORRESP 1 filename1.htm

SU Group Holdings Limited

Unit 01 – 03, 3/F, Billion Trade Centre
31 Hung To Road, Kwun Tong
Kowloon, Hong Kong
Telephone: +852 2341-8183

 

VIA EDGAR

 

December 8, 2023

 

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street, N.E.

Washington, D.C. 20549

 

Attention: Taylor Beech
  Donald Field

 

Re: SU Group Holdings Ltd
  Registration Statement on Form F-1
  Filed November 22, 2023
  CIK No. 0001969863

 

Dear Ms. Beech:

 

SU Group Holdings Limited (the “Company,” “we,” “our” or “us”) hereby transmits our response to the comment letter received from the staff (the “Staff”, “you” or “your”) of the U.S. Securities and Exchange Commission (the “Commission”), dated December 1, 2023, regarding the Registration Statement on Form F-1 (the “Registration Statement”) submitted to the Commission on November 22, 2023.

 

For the Staff’s convenience, we have repeated below the Staff’s comments in bold, and have followed each comment with the Company’s response. Disclosure changes made in response to the Staff’s comments have been made in Amendment No. 1 (“Amendment No. 1”) to the Registration Statement on Form F-1, which is being filed with the Commission contemporaneously with the submission of this letter.

 

Registration Statement on Form F-1

 

Dilution, page 53

 

1. Please tell us how you calculated the net tangible book value per ordinary share and as adjusted net tangible book value per ordinary share after the offering.

 

Response to Comment No. 1: In response to the Staff’s comment, we have revised our disclosure in the “Risk Factors” section on page 44 and the “Dilution” section on page 54 of the Registration Statement to reflect the correct numbers for our net tangible book values in total and on a per ordinary share basis.

 

We have calculated net tangible assets by calculating total tangible assets less total tangible liabilities. Total tangible assets are calculated as total assets minus intangible assets, goodwill, deferred offering expenses, right-of-use assets, and deferred tax assets. Total tangible liability is calculated as total liability.

 

We have calculated the net tangible book value per share by dividing the net tangible assets by the total shares outstanding as at March 31, 2023.

 

 

 

 

The calculation of net tangible book value before offering included in the prospectus is as follows:

 

   As at
March 31,
2023		  
Total assets  US$ 13,762,186 
Less:      
Intangible assets  US$ 23,871 
Goodwill  US$ 161,939 
Deferred offering expenses  US$ 225,568 
Operating lease right-of-use assets, net  US$ 281,104 
Deferred tax assets  US$ 817 
Total liabilities  US$ 7,167,734 
Net tangible book value before offering  US$ 5,901,153 
Number of shares    12,000,000 
Net tangible book value per share before offering  US$ 0.49 

 

The calculation of net tangible book value after offering included in the prospectus is as follows:

 

    Offering
With No
Exercise of
Option to
Purchase
Additional
Shares		     Offering
With Full
Exercise of
Option to
Purchase
Additional
Shares		  
Net tangible book value before offering   US$ 5,901,153       5,901,153  
Net proceeds from offering:                
Gross proceeds   US$ 5,625,000       6,468,750  
Less:                
Underwriting commission   US$ 393,750       452,813  
Expenses   US$ 1,682,416       1,682,416  
Net proceeds from offering   US$ 3,548,834       4,333,521  
Net tangible book value after offering   US$ 9,449,987       10,234,674  
Number of shares     13,250,000       13,437,500  
Net tangible book value per share after offering   US$ 0.71       0.76  

 

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Business

Our Suppliers, page 110 

 

2.

We reissue comment 21 from our letter dated July 26, 2023. We note your disclosure that during the fiscal years ended September 30, 2021 and 2022, your single largest supplier accounted for 36.6% and 20.2% of your total purchases, respectively. Please tell us whether you have entered into an agreement with this supplier, and if so, please revise to describe the material terms of the agreement and file the agreement as an exhibit to the registration statement, or tell us why you are not required to do so.

 

Response to Comment No. 2: We respectfully advise the Staff that Shine Union Limited, our indirect wholly-owned subsidiary, has entered into a distribution agreement dated February 1, 2021 (the “Distribution Agreement”) with the said supplier. We have revised our disclosure in the “Business” section on page 117 of Amendment No. 1. We have updated the exhibit index and have filed the Distribution Agreement as an exhibit to Amendment No. 1. Portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K.

 

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We thank the Staff in advance for its consideration of the foregoing. Should you have any questions, please do not hesitate to contact our legal counsel, Richard I. Anslow, Esq., of Ellenoff Grossman & Schole LLP, at (212) 370-1300.

 

  Sincerely,
     
  By: /s/ Dave Chan Ming
  Name:  Dave Chan Ming
  Title: Chief Executive Officer

 

cc: Ellenoff Grossman & Schole LLP

 

 

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