F-1/A: Samfine Creation Holdings Group Seeks Waiver for IPO Financial Statement Age Requirement

Samfine Creation Holdings Group Limited requests a waiver from the SEC regarding the age of audited financial statements for its proposed IPO, citing impracticability and undue hardship.

Summary

• Samfine Creation Holdings Group Limited, a Cayman Islands-based company, is seeking a waiver from the SEC regarding the requirement to include audited financial statements no older than 12 months from the offering date in its Form F-1 registration statement for a proposed IPO.
• The company argues that complying with the 12-month requirement is impracticable and involves undue hardship.
• Samfine Creation Holdings Group Limited represents that it is not required to comply with this requirement in any other jurisdiction outside the United States.
• The company does not anticipate its audited financial statements for the fiscal year ended December 31, 2023, will be available before April 2024.
• Samfine Creation Holdings Group Limited 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 such request.

Sentiment

Score: 5

Explanation: Neutral sentiment. The document is a formal request for a waiver, presenting facts and assurances rather than expressing strong positive or negative views.

Positives

• The company is not required to comply with the 12-month rule in any other jurisdiction outside the United States.
• Samfine Creation Holdings Group Limited commits to not seeking effectiveness if financials are older than 15 months.

Negatives

• The company's audited financial statements for the fiscal year ended December 31, 2023, will not be available before April 2024, potentially delaying the IPO.

Risks

• The SEC may deny the waiver request, requiring the company to delay its IPO until compliant financial statements are available.
• The delay in obtaining audited financials could negatively impact investor confidence.

Future Outlook

The company anticipates its audited financial statements for the fiscal year ended December 31, 2023, will be available in April 2024 and will not seek effectiveness of the Registration Statement if its audited financial statements are older than 15 months at the time of such request.

Management Comments

• Wing Wah Cheng, Wayne (Chief Executive Officer and Chairman of the Board of Directors) signed the letter to the SEC.

Industry Context

This announcement is typical for foreign companies seeking to list on U.S. exchanges, as they sometimes face challenges in meeting the SEC's financial reporting deadlines due to differing accounting standards or audit timelines in their home countries.

Stakeholder Impact

• Shareholders may experience a delay in the IPO timeline.
• Potential investors may need to wait longer to invest in the company.

Next Steps

• The SEC will review the waiver request and decide whether to grant it.
• The company will prepare and file its audited financial statements for the fiscal year ended December 31, 2023.
• The company will proceed with its IPO if the waiver is granted or once compliant financial statements are available.

Key Dates

Keywords

IPO, waiver, financial statements, SEC, Samfine Creation Holdings Group, audited, registration statement, impracticable, undue hardship, 20-F, F-1