United States securities and exchange commission logo
January 27, 2022
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. 4 to
Registration Statement on Form S-1
Filed January 6,
2022
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
November 29, 2021 letter.
Amendment No. 4 to Registration Statement on Form S-4 filed January 6,
2022
Prospectus Cover Page
1. Please disclose whether
your auditor is subject to the determinations announced by the
PCAOB on December 16,
2021 and whether and how the Holding Foreign Companies
Accountable Act and
related regulations will affect your company. Please make
conforming changes in
your prospectus summary.
Prospectus Summary, page 5
2. We note your response
to comment 1. Please include the substance of your response in
the prospectus summary.
Your disclosure should make clear that no transfers, dividends,
or distributions have
been made to date, as you state in your response, if true.
Tin Lung David Leung
New Momentum Corp.
January 27, 2022
Page 2
Permissions under Hong Kong Law and PRC Law, page 7
3. We note your response to comment 2. Please update your disclosure to
address the
applicability of the new regulations announced by the Cyberspace
Administration of
China on January 4, 2022 that will go into effect on February 15 and
that will require
internet platform operators holding data of more than 1 million users to
undergo a network
security review. In addition, please make conforming revisions to your
cybersecurity risk
factor beginning on page 17.
Risk Factors
"The audit report included in this prospectus is prepared by an independent
registered public
accounting firm who is based in Malaysia . . ., page 18
4. We note your response to comments 3 and 4, as well as your amended
disclosure that "the
U.S. Senate passed a bill which, if passed by the U.S. House of
Representatives and
signed into law, would reduce the number of consecutive non-inspection
years required
for triggering the prohibitions under the HFCA Act from three years to
two."
Additionally, please state that such decrease to two non-inspection
years would reduce the
time period before your securities may be prohibited from trading or
delisted. Please also
discuss that, pursuant to the HFCA Act, 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.
You may contact Brian Fetterolf at 202-551-6613 or Dietrich King at
202-551-8071 if
you have any questions.
Sincerely,
FirstName LastNameTin Lung David Leung
Division of
Corporation Finance
Comapany NameNew Momentum Corp.
Office of Trade &
Services
January 27, 2022 Page 2
cc: Thomas E. Puzzo, Counsel
FirstName LastName