United States securities and exchange commission logo
July 7, 2021
Tin Lung David Leung
President and Chief Executive Officer
New Momentum Corp.
Room 1303, 13/F, Technology Plaza
651 King s Road
North Point, Hong Kong
Re: New Momentum Corp.
Registration
Statement on Form S-1
Filed June 23, 2021
File No. 333-257302
Dear Mr. Leung:
We have limited our review of your registration statement to
those issues we have
addressed in our 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 amending your registration
statement and providing the
requested information. 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 any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
New Momentum Corporation Registration Statement on Form S-1
10% Convertible Note, page 5
1. We note that the
company s securities trade on the OTC Pink marketplace maintained by
OTC Markets Group.
Because the company's shares are not traded on a nationally
recognized exchange or
market for purposes of Item 501(b)(3) of Regulation S-K, the note
holders may not sell
the shares they acquire upon conversion at market prices. Please
revise the registration
statement to reflect that the shares will be offered and sold at a fixed
price for the duration
of the offering.
Investment Agreement with Strattner Alternative Credit Fund LP, page 6
2. Please remove from the
registration statement the proposed resale of shares by Strattner
Tin Lung David Leung
New Momentum Corp.
July 7, 2021
Page 2
Alternative Credit Fund LP pursuant to the Investment Agreement. This
transaction
appears to be an equity line financing relying on the staff's equity
line accommodation set
forth in Question 139.13 of the Securities Act Sections Compliance and
Disclosure
Interpretations, which are available on our website. The proposed
transaction does not
satisfy all of the conditions of the aforementioned accommodation.
Specifically, we note
that the transaction does not satisfy the condition that there is an
existing market for the
securities, as evidenced by trading on a national securities exchange
or alternative trading
system. In this regard, we note the registrant's securities trade on
the OTC Pink marketplace maintained by OTC Markets Group, which is not
a nationally
recognized securities exchange or alternative trading system.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
You may contact Benjamin Richie at 202-551-2365 or Dietrich King at
202-551-
8071 with any other questions.
FirstName LastNameTin Lung David Leung Sincerely,
Comapany NameNew Momentum Corp.
Division of
Corporation Finance
July 7, 2021 Page 2 Office of Trade
& Services
FirstName LastName