ALE Group Holding Limited
Unit 1005, 10/F, Tower A, New Mandarin Plaza,
14 Science Museum Road, Tsim Sha Tsui, Hong Kong
January 28, 2022
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Trade and Services
100 F Street, N.E.
Mail Stop 3561
Washington, DC 20549
Attn: Scott Anderegg
| Re: | ALE Group Holding Ltd Filed January 10, 2022 File No. 333-239225 |
Dear Mr. Anderegg:
ALE Group Holding Limited (the “Company”, “ALE,” “we”, “us” or “our”) hereby transmits its response to the letter received from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”), dated January 10, 2022 regarding our post-effective amendment No.6 to registration statement on F-1 (the “Registration Statement”). For ease of reference, we have repeated the Commission’s comments in this response and numbered them accordingly. The post-effective amendment No.7 to the Registration Statement accompanying this Response Letter is referred to as the Amended Registration Statement.
Post-Effective Amendment No. 6 to Form F-1 filed January 10, 2022
Cover Page
| 1. | Please disclose on the prospectus cover page whether your auditor is subject to the determinations announced by the PCAOB on December 16, 2021 and whether and how the Holding Foreign Companies Accountable Act and related regulations will affect your company. Your prospectus summary should also address, but not necessarily be limited to, the risks highlighted on the prospectus cover page. |
Response: In response to the Staff’s comment, we have revised the disclosure on the cover page accordingly.
Prospectus Summary
Summary of Risk Factors, page 1
| 2. | We note your response to comment 1 and your revised disclosure. For each risk factor listed here, please provide a cross reference to the specific page that the risk factor starts on in your filing. A general reference to the page number of the beginning of the risk factors section is not sufficient for this purpose. |
Response: In response to the Staff’s comment, we have revised the disclosure on pages 1 to 3 of the Amended Registration Statement.
Risks Related to Our Ordinary Shares and This Offering, page 3
| 3. | Disclose that trading in your securities may be prohibited under the Holding Foreign Companies Accountable Act if the PCAOB determines that it cannot inspect or investigate completely your auditor, and that as a result an exchange may determine to delist your securities. Disclose whether your auditor is subject to the determinations announced by the PCAOB on December 16, 2021. |
Response: In response to the Staff’s comment, we have revised the disclosure on pages 3 and 30 of the Amended Registration Statement.
We thank the Staff for its review of the foregoing. If you have further comments, we ask that you forward them by electronic mail to our counsel, Joan Wu at jwu@htflawyers.com or by telephone at (212) 530-2208.
| Very truly yours, | |
| /s/ Tak Ching (Anthony) Poon | |
| Tak Ching (Anthony) Poon | |
| CEO |
| cc: | Joan Wu |
| Hunter Taubman Fischer & Li LLC |
