April 29, 2019
Nicholas Ting Lun Wong
Chief Marketing Officer
Fellazo Inc.
Jinshan Building East, Unit 1903
568 Jinshan West Road
Yong Kang City, Zhejiang Province, China 321300
Re: Fellazo Inc.
Draft Registration Statement on Form S-1
Submitted April 2, 2019
CIK No. 0001771928
Dear Mr. Wong:
We have reviewed your draft registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so we may
better
understand your disclosure.
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 our comments apply 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 these comments
and your
amended draft registration statement or filed registration statement, we may
have additional
comments.
DRS S-1 Filed April 2, 2019
General
1. Please supplementally provide us with copies of all written
communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do
so on your behalf,
present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or
not they retain copies of the communications.
Cover Page
2. In your next amendment or public filing, please provide an agent for
service on the front
of your registration statement.
Nicholas Ting Lun Wong
FirstName LastNameNicholas Ting Lun Wong
Fellazo Inc.
Comapany NameFellazo Inc.
April 29, 2019
April 2 2019 Page 2
Page 29,
FirstName LastName
3. Please revise to disclose on the cover page of the preliminary
prospectus that your efforts
in identifying a prospective target business will not be limited to a
particular industry or
geographic region.
Summary
Business Strategy, page 2
4. We note your disclosure in the section entitled "Proposed
Business-Area of Focus" on
page 77 regarding the market for healthcare foods and supplements. If
you intend to focus
your efforts on acquiring an operating company in the healthcare food
industry
specifically, as opposed to the health and wellness sector in general,
please revise to
clarify here and throughout your prospectus as necessary.
Initial Business Combination, page 4
5. Please revise the disclosure related to the additional funds your
sponsor is required to
deposit into the trust account in the event you extend the period of
time to complete a
business combination to state that such deposit(s) would be in the
form of a loan. In this
regard we note your disclosure on page 10 in the section entitled
"Ability to extend time to
complete business combination."
Proposed Business
Area of Focus, page 77
6. Please expand your disclosure here to describe the types of products
and services that
characterize the healthcare foods and supplements markets in which you
plan to focus
your acquisition efforts. In addition, please revise your disclosure
on page 84 under the
heading "Alternative structures to comply with regulation in certain
Chinese industries" to
specifically discuss the regulations that you may need to comply with
if you conduct a
business combination with a business in the healthcare foods and
supplements sector.
Description of Securities
Redeemable Warrants--Public Warrants, page 120
7. Given that each warrant is exercisable for one ordinary share, please
tell us why it is
necessary to exchange an even number of warrants to ensure warrants
are exercised for a
whole number of shares.
Financial Statements, page F-3
8. We note your disclosure in Note 8 that in March 2019 you amended and
restated your
memorandum and articles of association to increase your authorized
capital stock from
50,000 ordinary shares with a par value of $1.00 per share to
100,000,000 ordinary shares
with a par value of $0.0001 per share. It appears you have
retrospectively presented your
authorized shares for this action but have not retrospectively
presented your shares issued
Nicholas Ting Lun Wong
Fellazo Inc.
April 29, 2019
Page 3
and outstanding. Please revise the presentation of your shares issued and
outstanding at
December 31, 2018 to reflect your amendments and revise the amounts
prescribed to
common stock and additional paid-in capital if appropriate.
You may contact Michael Volley at 202-551-3437 or Amit Pande at
202-551-3423 if you
have questions regarding comments on the financial statements and related
matters. Please
contact David Gessert at 202-551-2326 or Erin Purnell at 202-551-3454 with any
other
questions.
Sincerely,
FirstName LastNameNicholas Ting Lun Wong
Division of
Corporation Finance
Comapany NameFellazo Inc.
Office of Financial
Services
April 29, 2019 Page 3
cc: Jessica Yuan, Esq.
FirstName LastName