F-1/A: INLIF Limited Seeks Waiver for IPO Financial Statement Requirements

INLIF Limited is requesting a waiver from the SEC regarding the age of audited financial statements required for its initial public offering, citing impracticability and undue hardship.

Summary

• INLIF Limited, a foreign private issuer, has submitted a request to the U.S. Securities and Exchange Commission (SEC) for a waiver of the 12-month requirement for audited financial statements in its initial public offering (IPO).
• The company is seeking this waiver because it is not required to comply with this requirement in any other jurisdiction outside the United States.
• The company also states that complying with the 12-month requirement is impracticable and involves undue hardship.
• INLIF Limited represents that its audited financial statements for the fiscal year ended December 31, 2024, will not be available until April 15, 2025.
• The company assures that it will not seek effectiveness of the Registration Statement if its audited financial statements are older than 15 months at the time of the IPO.

Sentiment

Score: 6

Explanation: The document is a formal request for a waiver, so the sentiment is neutral. While the company is facing a delay, it is taking steps to address the issue and is committed to complying with the 15-month rule. The sentiment is slightly positive due to the company's proactive approach.

Positives

• The company is not currently a public reporting company in any jurisdiction.
• The company is not required by any jurisdiction outside the United States to prepare consolidated financial statements audited under any generally accepted auditing standards for any interim period.
• The company will not seek effectiveness of the Registration Statement if its audited financial statements are older than 15 months at the time of the IPO.

Negatives

• The company's audited financial statements for the fiscal year ended December 31, 2024, will not be available until April 15, 2025.
• Full compliance with Item 8.A.4 of Form 20-F at present is impracticable and involves undue hardship for the Company.

Risks

• The company is relying on a waiver from the SEC, which may not be granted.
• The delay in the availability of audited financial statements could potentially impact the timing of the IPO.
• The company's representation that it will not seek effectiveness if the financial statements are older than 15 months is a self-imposed limitation and does not guarantee the IPO will proceed as planned.

Future Outlook

The company does not anticipate that its audited financial statements for the fiscal year ended December 31, 2024 will be available until April 15, 2025, and will not seek effectiveness of the Registration Statement if its audited financial statements are older than 15 months at the time of the IPO.

Management Comments

• The Company respectfully requests that the Commission waive the requirement of Item 8.A.4 of Form 20-F.
• Full compliance with Item 8.A.4 of Form 20-F at present is impracticable and involves undue hardship for the Company.
• In no event will the Company seek effectiveness of the Registration Statement if its audited financial statements are older than 15 months at the time of the Companys initial public offering.

Industry Context

This announcement is specific to the company's IPO process and does not directly relate to broader industry trends, but it highlights the challenges foreign companies face when seeking to list on U.S. exchanges.

Comparison to Industry Standards

• The request for a waiver from the 12-month requirement is not uncommon for foreign private issuers, especially those with complex reporting structures or those that do not have the same reporting deadlines as U.S. companies.
• Many foreign companies seek similar waivers, particularly when their fiscal year-end differs from the U.S. calendar year, or when they are not subject to the same reporting requirements in their home jurisdiction.
• The 15-month rule is a common benchmark for IPOs, and the company's commitment to not seek effectiveness if the financial statements are older than 15 months aligns with this standard.
• Companies like Alibaba and JD.com, which are also foreign private issuers, have had to navigate similar regulatory requirements and timelines when listing on U.S. exchanges.

Stakeholder Impact

• Shareholders may experience a delay in the IPO process.
• Potential investors should be aware of the company's reliance on a waiver from the SEC.
• The company's management is taking steps to ensure compliance with SEC regulations.

Next Steps

• The SEC will review the waiver request.
• The company will continue to prepare for its IPO.
• The company will file its audited financial statements for the fiscal year ended December 31, 2024, by April 15, 2025.

Key Dates

Keywords

IPO, financial statements, waiver, SEC, audited, Form 20-F, initial public offering, INLIF Limited, impracticable, undue hardship