United States securities and exchange commission logo
November 29, 2021
Tin Lung David Leung
President and Chief Executive Officer
New Momentum Corp.
150 Cecil Street, #08-01
Singapore 069543
Re: New Momentum Corp.
Amendment No. 3 to
Registration Statement on Form S-1
Filed October 8,
2021
File No. 333-257302
Dear Mr. Leung:
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
October 7, 2021 letter.
Amendment No. 3 to Registration Statement on Form S-1 filed October 8,
2021
Prospectus Summary, page 5
1. Please provide a
description of how cash is transferred through your organization and
disclosure regarding
your intentions to distribute earnings or settle amounts owed,
including those
earnings transferred under the Cooperation Agreement by Gagfare
Limited to JJ Explorer
Tours Limited, a Hong Kong corporation controlled by your chief
executive officer, as
you discuss on page 33. State whether any transfers, dividends, or
distributions have been
made to date, including the transfers to JJ Explorer Tours Limited.
Tin Lung David Leung
FirstName LastNameTin
New Momentum Corp. Lung David Leung
Comapany 29,
November NameNew
2021 Momentum Corp.
November
Page 2 29, 2021 Page 2
FirstName LastName
Permissions under Hong Kong Law and PRC Law, page 7
2. We note your disclosure that you "are currently not required to obtain
permission from
any of the PRC authorities to operate and issue [y]our common stock to
foreign
investors," as well as your disclosure that such determination is
"subject to the uncertainty
of different interpretation . . . ." To provide additional context to
investors, please disclose
the consequences to you and your investors if you do not receive or
maintain any potential
approvals required to offer securities to foreign investors. Please
also discuss the
consequences if you inadvertently conclude that such approvals are not
required, or
applicable laws, regulations, or interpretations change and you are
required to obtain
approval in the future. To the extent that you are required to obtain
any approvals to offer
securities to foreign investors and have not disclosed as such, please
discuss such
approvals and whether you have received them.
Risk Factors
Risks Related to Doing Business in the People's Republic of China, page 16
3. We note from the audit opinion that you have a Malaysia based auditor
that is registered
with the PCAOB and currently subject to PCAOB inspection. Please
include a risk factor
to disclose any material risks to the company and investors if it is
later determined that the
PCAOB is unable to inspect or investigate completely your auditor
because of a position
taken by an authority in a foreign jurisdiction. For example, disclose
the risk that lack of
inspection could cause trading in your securities to be prohibited
under the Holding
Foreign Companies Accountable Act and as a result an exchange may
determine to delist
your securities.
4. Please expand your risk factor disclosure to discuss that the United
States Senate passed
the Accelerating Holding Foreign Companies Accountable Act, which, if
enacted, would
decrease the number of non-inspection years from three years to two,
thus reducing the
time period before your securities may be prohibited from trading or
delisted.
You may contact Brian Fetterolf at 202-551-6613 or Dietrich King at
202-551-8071 if
you have any questions.
Sincerely,
Division of
Corporation Finance
Office of
Trade & Services
cc: Thomas E. Puzzo, Counsel