United States securities and exchange commission logo
April 18, 2023
Seah Kok Wah
Chief Executive Officer
Angkasa-X Holdings Corp.
11-06, Tower A, Ave 3
Vertical Business Suite
Jalan Kerinchi Bangsar South, 59200, Kuala Lumpur, Malaysia
Re: Angkasa-X Holdings
Corp.
Amendment No. 1 to
Registration Statement on Form F-1
Filed March 31,
2023
File No. 333-268366
Dear Seah Kok Wah:
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
December 13, 2022 letter.
Amendment No. 1 to Registration Statement on Form F-1
Cover Page
1. We note your disclosure
on the cover page that Investors are cautioned that you are
buying shares of a
shell company issuer incorporated in the British Virgin Islands with
operating subsidiaries
in Malaysia. Please clarify whether the company is a shell
company or a holding
company.
Seah Kok Wah
FirstName
Angkasa-XLastNameSeah
Holdings Corp.Kok Wah
Comapany
April NameAngkasa-X Holdings Corp.
18, 2023
April 218, 2023 Page 2
Page
FirstName LastName
2. We note your response to prior comment 2. Please update the plan of
distribution section
to also reflect that the selling shareholders will offer and sell
their shares at a fixed price
until your shares are listed on a national securities exchange or
quoted on the OTC
Bulletin Board, OTCQX, or OTCQB, at which time they may be sold at
prevailing market
prices or in privately negotiated transactions.
Risks Related to Our Ordinary Shares
We are an emerging growth company...., page 45
3. We note that you have elected to take advantage of the extended
transition period for
complying with new or revised accounting standards. Revise to state
that as a result of
this election, your financial statements may not be comparable to
companies that comply
with public company effective dates. In addition, revise to remove the
conflicting
disclosure that your decision to opt out of the extended transition
period under the JOBS
Act is irrevocable.
Dilution, page 57
4. Your disclosure indicates that your pro forma dilution calculation
considers the
offering after deducting the estimated underwriting discounts and
offering expenses
payable by you; however, the actual calculations do not appear to
consider the
underwriter discount and offering expenses. Please revise your
calculations accordingly.
Liquidity and Capital Resource, page 61
5. We note that your available cash and shareholders' and directors'
advances should enable
the company to meet presently anticipated cash needs for at least the
next 12 months after
the date that the financial statements are issued. Please confirm, if
true, and revise to
indicate that shareholders and directors have committed to providing
the necessary
funding and file any such agreement as an exhibit. Alternatively,
revise the filing to
clearly disclose the minimum period of time that you will be able to
conduct planned
operations using only currently available capital resources. We refer
you to FRC
501.03(a) and Section IV of SEC Interpretive Release 33-8350.
Business
Permissions and Approvals, page 88
6. We note your response to prior comment 11. Please expand your
disclosure to discuss
from whom you are obtaining each approval or permission. For example,
address whether
the company must obtain approvals from a specific agency.
Seah Kok Wah
FirstName
Angkasa-XLastNameSeah
Holdings Corp.Kok Wah
Comapany
April NameAngkasa-X Holdings Corp.
18, 2023
April 318, 2023 Page 3
Page
FirstName LastName
Directors, Management and Corporate Governance
Executive Compensation, page 104
7. We note your disclosure that you began to pay executive compensation
from February 1,
2022 onwards. Please revise to disclose the executive compensation
information for
2022.
Exhibits
8. Please provide a currently dated consent from your independent
registered accounting
firm with the next amendment to your registration statement. Refer to
Item 601(b)(23) of
Regulation S-K.
General
9. Please update the financial statements of the company to provide
audited financial
statements for the year ended December 31, 2022. Refer to Item 8 of
Form 20-F.
You may contact Megan Akst, Senior Staff Accountant, at (202) 551-3407
or Christine
Dietz, Senior Staff Accountant, at (202) 551-3408 if you have questions
regarding comments on
the financial statements and related matters. Please contact Alexandra Barone,
Staff Attorney, at
(202) 551-8816 or Jan Woo, Legal Branch Chief, at (202) 551-3453 with any other
questions.
Sincerely,
Division of
Corporation Finance
Office of
Technology
cc: Benjamin A. Tan