United States securities and exchange commission logo
August 19, 2021
Mark Chi Hang Lo
Chief Executive Officer
AMTD Digital Inc.
25/F Nexxus Building
41 Connaught Road Central
Hong Kong
Re: AMTD Digital Inc.
Amendment No. 4 to
Registration
Statement on Form F-1
Filed on July 16,
2021
File No. 333-256322
Dear Mr. Lo:
We have reviewed your amended 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 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.
Unless we note
otherwise, our references to prior comments are to comments in our July
15, 2021 letter.
Amendment No. 4 to Form F-1, filed July 16, 2021
Cover Page
1. Provide prominent
disclosure about the legal and operational risks associated with being
based in or having the
majority of the company s operations in Hong Kong. Your
disclosure should make
clear whether these risks could result in a material change in your
operations and/or the
value of your ADSs or could significantly limit or completely hinder
your ability to offer
or continue to offer securities to investors and cause the value of such
securities to
significantly decline or be worthless. Your disclosure should address how
recent statements and
regulatory actions by China s government, such as those related to
Mark Chi Hang Lo
FirstName LastNameMark Chi Hang Lo
AMTD Digital Inc.
Comapany
August 19, NameAMTD
2021 Digital Inc.
August
Page 2 19, 2021 Page 2
FirstName LastName
data security or anti-monopoly concerns, has or may impact the company
s ability to
conduct its business, accept foreign investments, or list on an U.S.
or other foreign
exchange. Your prospectus summary should address, but not necessarily
be limited to, the
risks highlighted on the prospectus cover page.
Prospectus Summary, page 1
2. In your summary of risk factors, disclose the risks that your
corporate structure and being
based in or having the majority of the company s operations in Hong
Kong poses to
investors. In particular, describe the significant regulatory,
liquidity, and enforcement
risks with cross-references to the more detailed discussion of these
risks in the
prospectus. For example, specifically discuss risks arising from the
legal system in China,
including risks and uncertainties regarding the enforcement of laws
and that rules and
regulations in China can change quickly with little advance notice;
and the risk that the
Chinese government may intervene or influence your operations at any
time, or may exert
more control over offerings conducted overseas and/or foreign
investment in Hong Kong-
based issuers, which could result in a material change in your
operations and/or the value
of your ADSs. Acknowledge any risks that any actions by the Chinese
government to
exert more oversight and control over offerings that are conducted
overseas and/or foreign
investment in Hong Kong-based issuers could significantly limit or
completely hinder
your ability to offer or continue to offer securities to investors and
cause the value of such
securities to significantly decline or be worthless.
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 fully
investigate your auditor, and that as a result an exchange may
determine to delist your
securities. If the PCAOB has been or is currently unable to inspect
your auditor, revise
your disclosure to so state.
Risk Factors, page 18
4. Given the Chinese government s significant oversight and discretion
over the conduct of
your business, please revise to separately highlight the risk that the
Chinese government
may intervene or influence your operations at any time, which could
result in a material
change in your operations and/or the value of your ADSs. Also, given
recent statements
by the Chinese government indicating an intent to exert more oversight
and control over
offerings that are conducted overseas and/or foreign investment in
China-based issuers,
acknowledge the risk that any such action could significantly limit or
completely hinder
your ability to offer or continue to offer securities to investors and
cause the value of such
securities to significantly decline or be worthless.
5. In light of recent events indicating greater oversight by the
Cyberspace Administration of
China over data security, particularly for companies seeking to list
on a foreign exchange,
please revise your disclosure to explain how this oversight impacts
your business and your
Mark Chi Hang Lo
AMTD Digital Inc.
August 19, 2021
Page 3
offering and to what extent you believe that you are compliant with
the regulations or
policies that have been issued by the CAC to date.
You may contact John Spitz at 202-551-3484 or Ben Phippen at
202-551-3697 if you
have questions regarding comments on the financial statements and related
matters. Please
contact John Stickel at 202-551-3324 or Susan Block at 202-551-3210 with any
other questions.
FirstName LastNameMark Chi Hang Lo Sincerely,
Comapany NameAMTD Digital Inc.
Division of
Corporation Finance
August 19, 2021 Page 3 Office of Finance
FirstName LastName