United States securities and exchange commission logo
December 14, 2023
Yung-Peng Chang
Co-Chief Executive Officer
Semilux International Ltd.
4F., No. 32, Keya Rd., Daya Dist.
Central Taiwan Science Park
Taichung City 42881, Taiwan
Re: Semilux
International Ltd.
Registration
Statement on Form F-4
Filed on December
1, 2023
File No. 333-275857
Dear Yung-Peng Chang:
We have reviewed your
registration statement and have the following comment(s).
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.
Registration Statement on Form F-4 filed December 1, 2023
Unaudited Pro Forma Condensed Consolidated Financial Information
Introduction, page 156
1. In the third paragraph
you state that the "unaudited pro forma condensed combined
balance sheet as of
September 30, 2023, gives pro forma effect to the Transactions as if
they had been
consummated as of January 1, 2022, the beginning of the earliest period
presented." Please
revise this statement and the related pro forma adjustments, as
applicable, to reflect
that the pro forma balance sheet as of September 30, 2023 gives pro
forma effect to the
transactions as if they were consummated on September 30, 2023.
Unaudited Pro Forma Combined Balance Sheet Adjustments, page 161
2. We refer to footnotes
(2) and (3). Please ensure that amounts appearing in your footnotes
agree to the
corresponding adjustment amounts on the pro forma balance sheet.
Yung-Peng Chang
Semilux International Ltd.
December 14, 2023
Page 2
3. We refer to footnote (4). In the last sentence of your description of
scenario 2, you refer to
$78.36 million to be paid out of the trust account for redemptions.
Please remove this
sentence or tell us how this statement applies to scenario 2.
Company Management's Discussion and Analysis of Financial Condition and Results
of
Operations
Components of Results of Operations
Revenue, page 205
4. It appears that total revenue for the nine months ended September 30,
2023 and September
30, 2022 is NTD 23,168,000 and NTD 80,322,000, respectively. Please
revise your table
as appropriate.
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
time for us to review any amendment prior to the requested effective date of
the registration
statement.
Please contact Dale Welcome at 202-551-3865 or Melissa Gilmore at
202-551-3777 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Bradley Ecker at 202-551-4985 or Jay Ingram at 202-551-3397 with any
other questions.
FirstName LastNameYung-Peng Chang Sincerely,
Comapany NameSemilux International Ltd.
Division of
Corporation Finance
December 14, 2023 Page 2 Office of
Manufacturing
FirstName LastName