United States securities and exchange commission logo
October 17, 2022
Leung Tin Lung David
President and Chief Executive Officer
New Momentum Corp.
150 Cecil Street, #08-01
Singapore 069543
Re: New Momentum Corp.
Amendment No. 9 to
Registration Statement on Form S-1
Filed September 30,
2022
File No. 333-257302
Dear Leung Tin Lung David:
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
September 14, 2022 letter.
Amendment No. 9 to Registration Statement on Form S-1 filed September
30, 2022
Prospectus Summary, page 6
1. We note your response
to comment 3, as well as your revised disclosure, but your last
summary risk factor and
related cross-reference continues to duplicate the preceding bullet
point instead of
summarizing and cross-referencing the currency conversion risk factor.
Please revise your last
summary risk factor to summarize and cross-reference the currency
conversion risk factor
on page 21. Please also summarize and cross-reference your risk
factors entitled
"Adverse regulatory developments in China may subject us . . . ,"
"Compliance with China
s new Data Security Law . . . ," and "The audit report included in
Leung Tin Lung David
New Momentum Corp.
October 17, 2022
Page 2
this prospectus . . . ." In revising such summary risk factors, ensure
that you summarize
and cross-reference all risk factors included in the section entitled
"Risks Related to Doing
Business in the People s Republic of China."
"Our Hong Kong subsidiaries may be subject to restrictions on paying dividends
or making other
payments to us . . . ", page 21
2. We note your response to comment 1, as well as your revised
crossed-references and
reference to the above risk factor. However, such risk factor does not
discuss the risk that,
to the extent cash and/or assets of your business is in Hong Kong or your
Hong Kong
entities, such cash and/or assets may not be available to fund operations
or for other use
outside of Hong Kong due to interventions in or the imposition of
restrictions and
limitations on the ability of you or your subsidiaries by the PRC
government to transfer
cash and/or assets. Please revise your risk factor to disclose such risk.
General
3. We note your response to comment 7, but it does not appear that you have
provide an
updated consent of J&S Associate with respect to their report dated April
15, 2022
relating to their audit of the consolidated balance sheet of New Momentum
Corporation as
of December 31, 2021 and related consolidated statement of operations and
comprehensive income, stockholders equity (deficit), and cash flows
for the year ended
December 31, 2021, and the related notes thereto. Please provide such
consent, and also
provide an updated consent of Total Asia Associates PLT relating to their
audit of the
consolidated balance sheet of New Momentum Corporation as of December 31,
2020 and
the related consolidated statements of operation and comprehensive,
stockholders equity,
and cash flows for the year ended December 31, 2020.
You may contact Brian Fetterolf at 202-551-6613 or Dietrich King at
202-551-8071 if
you have any questions.
Sincerely,
FirstName LastNameLeung Tin Lung David
Division of
Corporation Finance
Comapany NameNew Momentum Corp.
Office of Trade &
Services
October 17, 2022 Page 2
cc: Thomas E. Puzzo, Counsel
FirstName LastName