EX-99.5 13 ex99-5.htm

 

Exhibit 99.5

 

Premium Catering (Holdings) Limited

6 Woodlands Walk

Singapore 738398

 

July 29, 2024

 

VIA EDGAR

 

Division of Corporation Finance

Office of Chief Accountant

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 

  Re: Premium Catering (Holdings) Limited
Registration Statement on Form F-1
Representations Made Pursuant to Instruction 2 to Item 8.A.4 of Form 20-F

 

Ladies and gentlemen:

 

Premium Catering (Holdings) Limited is a foreign private issuer organized under the laws of the Cayman Islands (the “Company”). In connection with the proposed initial public offering of the Company’s Ordinary Shares (the “Offering”), the Company hereby respectfully makes the representations to the Securities and Exchange Commission (the “Commission”) required by Instruction 2 to Item 8.A.4 of Form 20-F, which states that in the case of a company’s initial public offering, a company may comply with only the 15-month requirement in Item 8.A.4 of Form 20-F if the company is able to make the representations specified by Instruction 2 to Item 8.A.4 of Form 20-F.

 

The Company’s filing of the registration statement on Form F-1, as amended (the “Registration Statement”) on the date hereof contained audited financial statements prepared in accordance with accounting principles generally accepted in the United States of America for the financial years ended June 30, 2022 and June 30, 2023 and unaudited financial statements for the six-month period ended December 31, 2022 and 2023.

 

In submitting the Registration Statement, the Company is complying with the 15-month requirement, rather than the 12-month requirement, with respect to the last year of audited financial statements. The Company is submitting this representation letter pursuant to Instruction 2 to Item 8.A.4 of Form 20-F, which provides that “[a] company may comply with only the 15-month requirement in this item if the company is able to represent that it is not required to comply with the 12-month requirement in any other jurisdiction outside the United States and that complying with the 12-month requirement is impracticable or involves undue hardship.”

 

The Company hereby represents to the Commission that:

 

1.

the Company is not required by any jurisdiction outside of the United States to issue audited financial statements as of a date not older than 12 months at the time this document is submitted;

 

2.

compliance with the 12-month requirement in Item 8.A.4 of Form 20-F is impracticable and involves undue hardship for the Company;

 

3.

the Company does not anticipate that its audited financial statements for the year ended June 30, 2024, will be available until September 2024; and

 

4.

in no event will the Company seek effectiveness of the Registration Statement if its audited financial statements are older than 15 months at the time of the Offering.

 

 
 

 

The Company is submitting this letter as an exhibit to the Registration Statement pursuant to Instruction 2 to Item 8.A.4 of Form 20-F.

 

If you have any questions, please do not hesitate to call our counsel, Henry F. Schlueter of Schlueter & Associates, P.C. at (303) 292-3883.

 

By: /s/ Mr. Gao Lianquan  
Name: Mr. Gao Lianquan  
Title: Executive Director and Chief Executive Officer  

 

cc: Henry F. Schlueter, Esq.

Schlueter & Associates, P.C.