United States securities and exchange commission logo
June 3, 2022
Teck Chia
Chief Executive Officer
CBL International Ltd
Suite 19-9-6, Level 9, UOA Centre
No. 19 Jalan Pinang
50450 Kuala Lumpur, Malaysia
Re: CBL International
Ltd
Amendment No. 1 to
Draft Registration Statement on Form F-1
Submitted May 11,
2022
CIK NO. 0001914805
Dear Mr. Chia:
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.
Amendment No. 1 to Draft Registration Statement on Form F-1
Prospectus Cover Page, page i
1. Where you reference
your offices in China, such as your statement that you do "not
maintain any office in
China," please clarify that you are referring to mainland China.
Please make similar
revisions throughout your prospectus.
2. We note your revisions
in response to comment seven. Please revise here and in the
Prospectus Summary to
clearly state whether any dividends or distributions have been
made to date between
Banle BVI and its subsidiaries, and quantify the amounts where
applicable, and please
cover the time period prior to the dates for the reporting periods
Teck Chia
FirstName LastNameTeck Chia
CBL International Ltd
Comapany
June 3, 2022NameCBL International Ltd
June 3,
Page 2 2022 Page 2
FirstName LastName
presented in the prospectus. Please include similar disclosure with
respect to transfers
from such entities to investors. We note that the current disclosure
addresses only cash or
asset transfers, and the disclosure regarding dividend distributions
is limited to those made
by the subsidiaries to Banle BVI or to investors, as opposed to from
Banle BVI to the
subsidiaries.
3. Please revise your discussion of the Holding Foreign Companies
Accountable Act to
include the Accelerating Holding Foreign Companies Accountable Act,
which was passed
by the U.S. Senate in June 2021.
Prospectus Summary, page 1
4. Disclose in the prospectus summary each permission or approval that
you or your
subsidiaries are required to obtain from Chinese authorities to
operate your business and
to offer the securities being registered to foreign investors. To the
extent that you are
relying on counsel, please indicate that such positions are the
opinion of PRC counsel.
Clearly address whether you or your subsidiaries are covered by
permissions requirements
from the China Securities Regulatory Commission (CSRC), Cyberspace
Administration of
China (CAC) or any other governmental agency that is required to
approve your
operations, and state affirmatively whether you have received all
requisite permissions or
approvals and whether any permissions or approvals have been denied.
Please also
describe the consequences to you and your investors if you or your
subsidiaries: (i) do not
receive or maintain such permissions or approvals, (ii) inadvertently
conclude that such
permissions or approvals are not required, or (iii) applicable laws,
regulations, or
interpretations change and you are required to obtain such permissions
or approvals in the
future.
Our Corporate Structure, page 8
5. Please revise your corporate organization chart here to provide the
detail your provided in
your chart on page 48.
Risk Factors, page 16
6. We note that you discuss the applicability of various permissions or
approvals, including
permissions requirements from the CRSC and CAC, in numerous places
throughout the
filing. Please revise your disclosure to clearly and concisely
indicate whether you or your
subsidiaries are covered by such permissions requirements. In
addition, we note that in
certain instances you state that your belief is based on the advice of
PRC counsel, and it
appears that PRC counsel is providing an opinion related to such
matters that will be filed
as Exhibit 99.2. Where you note throughout the disclosure that various
permissions or
approvals do not apply to you, please clearly state, to the extent
accurate, that such
positions are the opinion of counsel, and name PRC counsel. For
example, we note that
on page 28 you state that your offering is not subject to the review
or prior approval of the
CAC or CSRC "based on [y]our understanding of currently applicable PRC
laws and
Teck Chia
CBL International Ltd
June 3, 2022
Page 3
regulations," instead of stating that this is counsels' opinion. This
is just one example.
Please also revise statements that conflict with your disclosure that
you are not subject to
such approvals or permissions, such as your statement on page 34 that
"it is still
uncertain...whether we are required to obtain any specific regulatory
approvals."
We are susceptible to the fluctuations in marine fuel price..., page 17
7. We note your revised disclosure in response to comment 2. To provide
additional context
for investors, please explain, if applicable, the impact of historical
fluctuations to your
business and if you expect this trend in marine fuel prices to
continue and whether you
anticipate any material impact to your future results of operations
from such trend.
China's economic, political and social conditions..., page 29
8. Please revise the disclosure indicating you "may" need to provide
marine fuel logistic
services through ports in the PRC to reflect that your use of the PRC
ports is common, as
we note that the substantial majority of your operations occur at
ports in the PRC.
Any requirement to obtain prior approval..., page 33
9. Your disclosure states that, as advised by PRC counsel, you are not
required to obtain any
permission from Chinese authorities "other than those requisite for a
domestic company in
China to engage in the business similar to ours." Please revise to
clearly state whether the
referenced permissions or approvals are required, and remove the
qualifier relating to a
domestic company. Please also clarify if the statement in this section
is the opinion of
PRC counsel.
Managements Discussion and Analysis of Financial Condition and Results of
Operations
Busness Overview, page 50
10. In the last paragraph of this section, you say that gross profit margin
decreased from
approximately 2.7% for FY2020 to approximately 2.3% for FY2021 mainly
because of
the significant increase in the average market price per tonne of marine
fuel during
FY2021, which resulted a significant increase in your revenue, being the
denominator in
calculating the gross profit margin, and in turn led to a decrease in
your gross profit
margin. On page 56, you disclose that you price your service on a
cost plus basis, thus
ensuring a positive gross profit for each transaction. Please tell us in
greater detail how
FirstName LastNameTeck Chia
increases in the average market price per tonne of marine fuel, and
therefore increases in
Comapany
yourNameCBL International
revenue results Ltd in your gross profit margin
considering that you price
in a decrease
June 3,your
2022service
Page 3on a cost plus basis.
FirstName LastName
Teck Chia
FirstName LastNameTeck Chia
CBL International Ltd
Comapany
June 3, 2022NameCBL International Ltd
June 3,
Page 4 2022 Page 4
FirstName LastName
Business
Our Operation Flows
Customers, page 70
11. You disclose that for FY2020 and FY2021, the percentage of your total
revenue
attributable to your largest customers amounted to approximately 45.8%
and 42.3%,
respectively. Please quantify the number of customers to which you
refer. Please also
revise the disclosure for "Suppliers" similarly.
Principal Shareholders, page 87
12. Please disclose the natural person(s) who exercise voting and/or
dispositive control over
the shares held by Straits Energy Resources Berhad.
General
13. We note your written response to comment 37. Please confirm that that
Banle Energy
International Ltd, or any affiliated entity, has not filed an
application for a listing on the
Hong Kong Stock Exchange, as is suggested by your response.
You may contact Patrick Kuhn at 202-551-3308 or Lyn Shenk at
202-551-3380 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Scott Anderegg at 202-551-3342 or Erin Jaskot at 202-551-3442 with any
other
questions.
Sincerely,
Division of
Corporation Finance
Office of
Trade & Services