January 21, 2022
Via Edgar Transmission Mr. Eric Envall Securities and Exchange Commission Division of Corporation Finance Office of Finance Washington, D.C. 20549 | |
| Re: | Magic Empire Global Limited (the “Company”) Amendment No. 3 to Draft Registration Statement on Form F-1 Submitted January 4, 2022 CIK No. 0001881472 |
Dear Mr. Envall:
As counsel for the Company and on its behalf, this letter is being submitted in response to the letter dated January 19, 2022 from the Securities and Exchange Commission (the “Commission”) in which the staff of the Commission (the “Staff”) commented on the above-referenced Amended Draft Registration Statement on Form F-1 (the “Form F-1”).
For the Staff’s convenience, the Staff’s comment has been stated below in its entirety, with the Company’s response set out immediately underneath such comment.
Draft Registration Statement submitted January 4, 2022
Risk Factors Our Ordinary Shares may be prohibited from being trading on a national exchange under the Holding Foreign Companies Accountable Act, page 21 |
| 1. | We note your disclosure about the Holding Foreign Companies Accountable Act. Please expand your risk factors to disclose that the United States Senate has passed the Accelerating Holding Foreign Companies Accountable Act, which, if enacted, would decrease the number of “non-inspection years” from three years to two years, and thus, would reduce the time before your securities may be prohibited from trading or delisted. Update your disclosure to reflect that the Commission adopted rules to implement the HFCAA and that, pursuant to the HFCAA, the PCAOB has issued its report notifying the Commission of its determination that it is unable to inspect or investigate completely accounting firms headquartered in mainland China or Hong Kong. |
| | |
| | Response: We respectfully advise the Staff that we have updated the disclosure on page 21 to 23 of the prospectus under the new headings: “Although the audit report included in this prospectus is prepared by U.S. auditors who are currently inspected by the PCAOB, there is no guarantee that future audit reports will be prepared by auditors inspected by the PCAOB and, as such, in the future investors may be deprived of the benefits of such inspection. Furthermore, trading in our Ordinary Shares may be prohibited under the HFCA Act if the SEC subsequently determines our audit work is performed by auditors that the PCAOB is unable to inspect or investigate completely, and as a result, U.S. national securities exchanges, such as the Nasdaq, may determine to delist our securities. Furthermore, on June 22, 2021, the U.S. Senate passed the HFCAA, which, if enacted, would amend the HFCA Act and require the SEC to prohibit an issuer’s securities from trading on any U.S. stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive years instead of three, and thus, would reduce the time before our Ordinary Shares may be prohibited from trading or delisted.”; and “The recent joint statement by the SEC, proposed rule changes submitted by Nasdaq, and an act passed by the U.S. Senate and the U.S. House of Representatives, all call for additional and more stringent criteria to be applied to emerging market companies. These developments could add uncertainties to our offering, business operations, share price and reputation.” |
* * *
Please contact the undersigned at (852) 3923-1188 if you have any questions with respect to the responses contained in this letter.
| Sincerely, | |
| | |
| /s/ Lawrence S. Venick | |
| Lawrence S. Venick | |
| | |
| Direct Dial: +852.3923.1188 | |
| Email: lvenick@loeb.com | |
EXHIBIT A
Magic Empire Global Limited
3/F, 8 Wyndham Street
Central, Hong Kong
(852) 3577 8770
January 21, 2022
In connection with its response to the United States Securities and Exchange Commission’s comment letter, dated January 19, 2022, Magic Empire Global Limited (the “Company”) acknowledges the following:
| | ● | the Company is responsible for the adequacy and accuracy of the disclosure in the filing; |
| | ● | Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and |
| | ● | the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
| | MAGIC EMPIRE GLOBAL LIMITED |
| | | |
| | By: | /s/ Sze Hon, Johnson Chen |
| | | Sze Hon, Johnson Chen |
| | | Chief Executive Officer |
3
