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United States securities and exchange commission logo
November 2, 2021
Larry Wu
Chairman and Chief Executive Officer
GigaCloud Technology Inc
Unit A, 12/F, Shun Ho Tower
24-30 Ice House Street
Central
Hong Kong
Re: GigaCloud
Technology Inc
Amendment No. 3 to
Draft Registration Statement on Form F-1
Submitted October
18, 2021
CIK No. 0001857816
Dear Mr. Wu:
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. 3 to Draft Registration Statement on Form F-1 Submitted
October 18, 2021
Cover Page
1. We reissue comment 1.
Please disclose prominently on the prospectus cover page that
you are not a Chinese
or Hong Kong operating company, but a Cayman Islands holding
company and that your
operations conducted by your subsidiaries based in Hong Kong
and the PRC involve
unique risks to investors. Explain that investors may never directly
hold equity interests
in your subsidiaries or VIEs and, in doing so, ensure that you
explicitly reference
your Chinese and Hong Kong operating subsidiaries. Your disclosure
should acknowledge that
Chinese regulatory authorities could disallow this structure,
Larry Wu
GigaCloud Technology Inc
November 2, 2021
Page 2
which would likely result in a material change in your operations
and/or value of your
ADSs, including that it could cause the value of such securities to
significantly decline or
become worthless. Provide a cross-reference to your detailed
discussion of risks facing
the company and the offering as a result of this structure.
2. We note your amended disclosure in response to comment 2, and reissue
the comment in
part. Please further revise the prospectus cover page to provide
prominent disclosure
about the emerging legal and operational risks associated with being
based in or having
material operations in Hong Kong and thereby subject to political and
economic influence
from China. Your disclosure should acknowledge that these risks as
well as the legal and
operational risks associated with your operations in the PRC could
result in a material
change in your operations and/or the value of your ADSs or could
significantly limit or
completely hinder your ability to offer or continue to offer
securities to investors and
cause the value of such securities to significantly decline or be
worthless. Your disclosure
should address how recent statements and regulatory actions by China
s government, such
as those related to China s extension of authority into Hong Kong,
has or may impact the
company s ability to conduct its business, accept foreign
investments, or list on an U.S. or
other foreign exchange. Your prospectus summary should address, but
not necessarily be
limited to, the risks highlighted on the prospectus cover page.
Prospectus Summary, page 1
3. We note your revised disclosure in response to comment 3, and reissue
the comment in
part. Please revise to disclose the emerging risks that being based in
or having material
operations in Hong Kong, and thereby subject to political and economic
influence from
China, poses to investors. In particular, describe the emerging
regulatory, liquidity, and
enforcement risks in light of China s extension of authority into Hong
Kong. For
example, specifically discuss risks and uncertainties regarding the
enforcement of China s
laws in Hong Kong and that rules and regulations in China can change
quickly with little
advance notice; and the risk that the Chinese government may intervene
or influence your
operations in Hong Kong at any time, or may exert more control over
offerings conducted
overseas and/or foreign investment in Hong Kong-based issuers, which
could result in a
material change in your operations and/or the value of your ADSs.
Acknowledge any
risks that any actions by the Chinese government to exert more oversight
and control over
offerings that are conducted overseas and/or foreign investment in Hong
Kong-based
issuers could significantly limit or completely hinder your ability to
offer or continue to
offer securities to investors and cause the value of such securities to
significantly decline
or be worthless. Please also acknowledge the risk that your operations
in the PRC may be
adversely affected by the fact that rules and regulations in China can
change quickly with
FirstName LastNameLarry Wu
little advance notice. Further, with respect to the disclosed risks in
this section, please
Comapany
reviseNameGigaCloud Technology Inc
to provide a cross-reference to the more detailed discussion of
each of these risks in
the prospectus.
November 2, 2021 Page 2
FirstName LastName
Larry Wu
FirstName
GigaCloud LastNameLarry
Technology Inc Wu
Comapany 2,
November NameGigaCloud
2021 Technology Inc
November
Page 3 2, 2021 Page 3
FirstName LastName
4. We note your revised disclosure in response to comment 4, and reissue
the comment in
part. Please disclose each permission that you or your subsidiaries
are required to obtain
from Chinese authorities to operate and issue these securities to
foreign investors. State
whether you or your subsidiaries are covered by permissions
requirements from the
CSRC, CAC or any other entity that is required to approve your
operations, and state
affirmatively whether you have received all requisite permissions and
whether any
permissions have been denied. In this regard, your revised disclosure
appears to only
discuss inquiries, notices and objections, rather than permission
requirements. For
example, we note your revised disclosure that "we have not received
any inquiry or notice
or any objection to this offering from the CSRC, the CAC or any other
PRC authorities
that have jurisdiction over our operations."
5. We reissue comment 6 in part, as you have not revised this section to
disclose that trading
in your ADSs may be prohibited under the Holding Foreign Companies
Accountable Act
if the PCAOB determines that it cannot inspect or fully investigate
your auditor. Please
revise your disclosure accordingly.
Risk Factors
Risks Related to Doing Business in China, page 49
6. We note your response to comment 10, and reissue the comment in part.
In this regard,
we note the additional risk factor that you added on page 46. Given
recent statements by
the Chinese government indicating an intent to exert more oversight
and control over
offerings that are conducted overseas and/or foreign investment in
China-based and Hong
Kong-based issuers, please expand your disclosure in this risk factor
to acknowledge the
risk that any such action could significantly limit or completely
hinder your ability to offer
or continue to offer securities to investors and cause the value of
such securities to
significantly decline or be worthless.
Regulation, page 143
7. We reissue comment 12, as you have only partially responded to the
comment. Please
revise to discuss the effects of the various regulations that you
describe here on your
business, so that investors can understand how the regulations are
applicable to you, as
well as the nature and degree of impact of such regulations on your
business.
Larry Wu
FirstName
GigaCloud LastNameLarry
Technology Inc Wu
Comapany 2,
November NameGigaCloud
2021 Technology Inc
November
Page 4 2, 2021 Page 4
FirstName LastName
Please contact Nicholas Lamparski at 202-551-4695 or Jennifer L pez at
202-551-3792
with any other questions.
Sincerely,
Division of Corporation
Finance
Office of Trade &
Services
cc: Benjamin Su