United States securities and exchange commission logo
February 17, 2023
Sin Yi Cheng
President and Director
Protopia Global Holdings Inc.
Room 1116, 11/F, Star House, 3 Salisbury Road
Tsim Sha Tsui, Kowloon
Hong Kong
Re: Protopia Global
Holdings Inc.
Registration
Statement on Form S-1
Filed January 20,
2023
File No. 333-269343
Dear Sin Yi Cheng:
We have reviewed your 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.
Registration Statement on Form S-1
Cover Page
1. Please expand your
disclosure to reflect the adoption of the Consolidated Appropriations
Act which amended the
HFCAA to reduce the number of consecutive years an issuer can
be identified as a
Commission-Identified Issuer before the Commission must impose an
initial trading
prohibition from three years to two years. Please make similar revisions
throughout wherever you
discuss the HFCAA.
2. Please provide a
description of how cash is transferred through your organization. State
whether any transfers,
dividends, or distributions have been made to date between the
holding company and its
subsidiary or to investors, and quantify the amounts where
Sin Yi Cheng
Protopia Global Holdings Inc.
February 17, 2023
Page 2
applicable.
3. To the extent you have cash management policies that dictate how funds
are transferred
between you, your subsidiary or investors, summarize the policies on
your cover page and
in the prospectus summary, and disclose the source of such policies
(e.g., whether they are
contractual in nature, pursuant to regulations, etc.); alternatively,
state on the cover page
and in the prospectus summary that you have no such cash management
policies that
dictate how funds are transferred. Provide a cross-reference on the
cover page to the
discussion of this issue in the prospectus summary.
Prospectus Summary, page 1
4. In your prospectus summary, please disclose each permission that you
or your subsidiary
are required to obtain from Hong Kong and Chinese authorities to
operate your business
and to offer the securities being registered to foreign investors.
State whether you or your
subsidiary 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 subsidiary's
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 subsidiary: (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. Please
also disclose whether you relied upon an opinion of counsel with
respect to your
conclusions regarding permissions and approvals required to operate
your business and to
offer securities to investors. If you did not rely on an opinion of
counsel, please state as
much and explain why such an opinion was not obtained.
Risk Factors Summary
Risks Related to Doing Business in Hong Kong and China, page 2
5. Please expand your summary of the risks that your corporate structure
and being based in
or having the majority of the company's operations in China poses to
investors to include
the risk that rules and regulations in China can change quickly with
little advance notice.
6. Please revise your summary risk factors related to doing business in
Hong Kong and
China to include cross-references to the relevant individual detailed
risk factors.
Cash Transfers and Dividend Distributions, page 5
FirstName LastNameSin Yi Cheng
7. We note your disclosure regarding distributions to Chinese operating
entities. Please
Comapany NameProtopia
expand Global
your disclosure Holdings
to identify Inc.
and discuss these Chinese operating
entities or revise to
refer
February 17,to2023
yourPage
Hong2 Kong operating entities, if more accurate.
FirstName LastName
Sin Yi Cheng
FirstName LastNameSin
HoldingsYi Cheng
Protopia Global Inc.
Comapany17,
February NameProtopia
2023 Global Holdings Inc.
February
Page 3 17, 2023 Page 3
FirstName LastName
Implications of Being an Emerging Growth Company, page 7
8. We note your disclosure in the prospectus summary that you have
elected to opt out of the
provision of the JOBS Act extended transition period for accounting
standards. However,
on page 35, you state that you "are choosing to take advantage of the
extended transition
period for complying with new or revised accounting standards." Please
revise your
disclosure to address this discrepancy and clarify whether you will or
will not take
advantage of the extended transition period.
Risk Factors, page 10
9. In an appropriate place in this disclosure, please include a risk
factor that discusses the
fact that your officers and directors both before and after the
offering will hold a sufficient
number of shares that will enable them to control the outcome of
matters submitted to
shareholders for approval, which may be different or contrary to the
outcomes that
purchasers in this offering would choose to vote.
Risks Related to Doing Business in Hong Kong and China
Recent greater oversight by the Cyberspace Administration of China..., page 22
10. We note that you do not appear to have relied upon an opinion of
counsel with respect to
your conclusion that neither you nor the operating entity is subject
to review by the CAC.
If true, state as much and explain why such an opinion was not
obtained.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Liquidity and Capital Resources, page 45
11. Please revise your discussion of cash used in operating activities and
cash provided from
financing activities to be consistent with your statement of cash
flows. In this regard, we
note you disclose net cash used in operating activities was $(33,419)
and net cash
provided by financing activities was $127,433; however, your statement
of cash flows
reflects cash used in operating activities of $(4,695) and net cash
provided by financing
activities of $98,708.
Principal Services and Principal Markets, page 49
12. Revise to describe the materials terms of a typical service agreement
with a customer to
explain the fee structure, payment terms and duration.
Business
Properties, Plants and Equipment, page 52
13. We note your disclosure on page 52 that the company utilizes office
space and equipment
of Flywheel Financial Strategy Ltd at no cost to the company. Please
disclose if there is
an agreement in place with Flywheel Financial Strategy Ltd to provide
the office space
free of charge, and how long this agreement will last. If there is not
an agreement in
Sin Yi Cheng
FirstName LastNameSin
HoldingsYi Cheng
Protopia Global Inc.
Comapany17,
February NameProtopia
2023 Global Holdings Inc.
February
Page 4 17, 2023 Page 4
FirstName LastName
place, please disclose this and state that Flywheel Financial Strategy
Ltd is free to
discontinue providing the office space gratuitously at any time and
without notice. Refer
to Item 102 of Regulation S-K.
Regulations, page 53
14. You acknowledge the need to comply with the Hong Kong Personal Data
(Privacy)
Ordinance, however, your disclosure does not speak to the nature of
the regulation, how it
applies to your business and the efforts you have undertaken to comply
with the
regulation. Please revise, consistent with Item 101(h)(4)(viii) and
(ix) of Regulation S-K.
Management, page 60
15. Please revise your disclosure to comply with the requirements of
Regulation S-K Item
401. Specifically, please indicate the term of office as officer or
director and the period
during which he has served as such and briefly describe any
arrangement or understanding
between him and any other person(s) (naming such person) pursuant to
which he was
selected as a director or officer. Please also describe the business
experience of each
director and officer during the past five years and any other
directorships held, as well as
whether the director or officer has been involved in certain legal
proceedings as described
in Item 401(f). In this regard, your disclosure on page 13 indicates
that your officers and
directors are involved in other business activities and may face
conflicts of interests,
however, it is not clear what the other business activities
constitute.
Financial Statements
Notes to Consolidated Financial Statements, page F-7
16. Please disclose your fiscal year end.
3. Summary of Significant Accounting Policies
Deferred offering costs, page F-9
17. We note your policy that deferred offering costs will be charged to
operations. Please tell
us your consideration of SAB Topic 5:A when determining this policy.
Income taxes, page F-9
18. We note your disclosure that no income taxes are reflected in your
financial statements
since there is no taxation imposed by the Government of the Cayman
Islands. Please tell
us your consideration of reflecting taxes related to your Hong Kong
subsidiary.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
Sin Yi Cheng
Protopia Global Holdings Inc.
February 17, 2023
Page 5
time for us to review any amendment prior to the requested effective date of
the registration
statement.
You may contact Scott Stringer at 202-551-3272 or Adam Phippen at
202-551-3336 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Alyssa Wall at 202-551-8106 or Mara Ransom at 202-551-3264 with any
other
questions.
Sincerely,
FirstName LastNameSin Yi Cheng
Division of
Corporation Finance
Comapany NameProtopia Global Holdings Inc.
Office of Trade &
Services
February 17, 2023 Page 5
cc: Eleanor Osmanoff
FirstName LastName