United States securities and exchange commission logo
May 13, 2022
Pui Lung Ho
Chief Executive Officer
WANG & LEE GROUP, Inc.
5/F Wing Tai Factory Building
3 Tai Yip Street, Kwun Tong,
Kowloon, Hong Kong
Re: WANG & LEE GROUP,
Inc.
Amendment No. 1 to
Draft Registration Statement on Form F-1
Submitted April 20,
2022
CIK No. 0001899658
Dear Mr. Ho:
We have reviewed your amended 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.
Form F-1/A filed April 20, 2022
Cover Page
1. We note your response
to prior comment 2 and reissue the comment in part. Please revise
your disclosure to
include a cross-reference to the consolidating schedule and the
consolidated financial
statements.
2. We note your response
to prior comment 4 but do not see responsive disclosure.
Therefore, we reissue
our prior comment. Clearly disclose how you will refer to the
holding company and
subsidiaries when providing the disclosure throughout your
prospectus so that it
is clear to investors which entity the disclosure is referencing and
Pui Lung Ho
FirstName LastNamePui
WANG & LEE GROUP, Lung
Inc. Ho
Comapany
May NameWANG & LEE GROUP, Inc.
13, 2022
May 13,
Page 2 2022 Page 2
FirstName LastName
which entity is conducting the business. Refrain from using terms such
as we , our or
Group when describing activities or functions. Disclose clearly
the entity (including the
domicile) in which investors are purchasing an interest.
3. We note your response to prior comment 5 that the Company intends to
take advantage of
the extended transition period for the implementation of new or
revised accounting
standards, but do not see the revised disclosure. Please uncheck the
relevant box on the
cover page or advise.
Table of Contents, page v
4. We reissue prior comment 6, as you have not removed the statement that
you "do not
make any representation as to the accuracy of the information" on page
v of the
prospectus. Please remove this inappropriate disclaimer of
responsibility for the
information in the prospectus.
Prospectus Summary, page 8
5. We note your response to prior comment 7 and reissue the comment in
part. Please clarify
your disclosure to define "market" and "local market." In addition, we
note that the
win/bid rate you provided for your company was a wide range when
compared to the
higher rate of the competitor whose rate you provide. Please revise to
clarify the win/bid
rates of competitors or otherwise provide support for your statement
that you believe you
are a market leader.
6. We note your response to prior comment 9. As it appears that you have
revised the
disclosure to include a recitation of all of the risk factors listed
in your offering, please
confirm that these are management's views with respect to the most
significant risk
factors. In addition, please provide cross-references to the specific
portion of the
prospectus where each of your most significant risk factors is
located. Refer to Item 503
of Regulation S-K.
7. We note your revised disclosure and response to prior comment 11.
Please revise the
statement that the "[c]ompany relies on dividends paid by its
subsidiaries" to specifically
identify the entity/entities constituting "the [c]ompany" as well as
the identity of the
"subsidiaries." Clarify if any of the entities or subsidiaries operate
outside of China and
Hong Kong.
8. We note your response to prior comment 12. Please provide a discussion
of the nature
and extent of the work you conducted for the theme parks you
highlight, in order to
provide investors with insights into an example of work you conduct
for your customers.
Risk Factors, page 19
9. We note your response to prior comment 18 and reissue the comment in
part. Within the
revised risk factor on page 42 of the prospectus or in another risk
factor, please discuss the
most significant differences in corporate governance practices.
Pui Lung Ho
FirstName LastNamePui
WANG & LEE GROUP, Lung
Inc. Ho
Comapany
May NameWANG & LEE GROUP, Inc.
13, 2022
May 13,
Page 3 2022 Page 3
FirstName LastName
10. We note your response to prior comment 19 and reissue the comment in
part. Please
include a discussion of your expected remediation plan following the
consummation of
this offering, including the expected timing of such activities and
any material costs you
expect to incur.
Use of Proceeds, page 46
11. We note your response to prior comment 21. Given your disclosure
regarding the
intended acquisition of floor space and the special machinery required
by the workshop,
please describe the costs associated with this endeavor, including
whether any assets will
be purchased from affiliates of your company or their associates. If
any assets will be
acquired from affiliates of your company or their associates, please
disclose who the
assets will be acquired from and how the cost of the assets will be
determined. Refer to
Item 3(C)(2) of Form 20-F.
Management's Discussion and Analysis of Financial Condition and Results of
Operations, page
51
12. We note your response to prior comment 23 and reissue the comment in
part. Please
expand your disclosure to explain the significant changes for each of
your business
operations during each of the periods presented, including for the
years ended December
31, 2020 and 2019. Refer to Item 5(A) of Form 20-F and Section III(D)
of SEC
Interpretive Release 33-6835.
13. We note your response to prior comment 24 and reissue the comment in
part. Please
revise to further clarify the specific impact of the material trends
and "headwinds" on your
current and expected operations, including the basis for management's
statement that
it "remains optimistic in the forecast" following news reports of Hong
Kong's extensive
lockdowns to contain the spread of COVID-19 in 2022.
14. We note your response to prior comment 27. You continue to include a
large number of
third party websites with detailed industry and other information.
Please revise each cite
to clarify what data or other information, if any, you believe is
important for investors.
Note that required material information should be included in the
registration statement.
Revise to remove disclosure suggesting that material information is
omitted or
incorporated by reference from the articles and websites referenced in
the filing.
Business, page 68
15. We note your response to prior comment 30 and reissue the comment.
Please revise to
clearly identify the material regulations that affect you and describe
in plain language
the material effects of such government regulations on your business.
For example, in the
discussion on pages 83 and 84 regarding the Registered Minor Works
Contractor
regulations, your disclosure on Wang & Lee Contacting Limited does not
specifically
highlight which risk categories fall within the scope of the company.
Pui Lung Ho
WANG & LEE GROUP, Inc.
May 13, 2022
Page 4
Management, page 100
16. We note your response to prior comment 31 and reissue the comment in
part. Please
revise this section to clarify each of the executive officers' business
experience. Refer to
Item 6(A) of Form 20-F.
Related Party Transactions, page 100
17. We note your response to prior comment 33 and reissue the comment in
part. Please
name the director(s) involved in the loans. Refer to Item 7(B) of Form
20-F.
Underwriting, page 123
18. We note your response to prior comment 34 that there has been agreement
between the
parties to forgo granting the underwriters an over-allotment option and
underwriter
warrants. We note lingering references in the Underwriting and Use of
Proceeds sections
to the over-allotment option. Please revise or advise.
General
19. We note your response to prior comment 38 and reissue the comment, as we
have not
found any responsive disclosure. Please consider including page number
references in
your response letter keying each response to the page of the filing where
the responsive
disclosure can be found. This will expedite our review of the filing.
You may contact Isaac Esquivel at 202-551-3395 or William Demarest at
202-551-
3432 if you have questions regarding comments on the financial statements and
related
matters. Please contact Isabel Rivera at 202-551-3518 or James Lopez at
202-551-3536 with any
other questions.
Sincerely,
FirstName LastNamePui Lung Ho
Division of
Corporation Finance
Comapany NameWANG & LEE GROUP, Inc.
Office of Real
Estate & Construction
May 13, 2022 Page 4
cc: Benjamin Tan
FirstName LastName