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November 2, 2023
Hongliang Li
Chief Executive Officer
Leishen Energy Holding Co., Ltd.
103 Huizhong Li, B Building, Peking Times Square, Unit 15B10
Chaoyang District, Beijing, China
Re: Leishen Energy
Holding Co., Ltd.
Amendment No. 1 to
Draft Registration Statement on Form F-1
Submitted October
16, 2023
CIK No. 0001985139
Dear Hongliang Li:
We have reviewed your amended draft registration statement and have
the following
comments.
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 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 the information you provide in response to this
letter and your amended
draft registration statement or filed registration statement, we may
have additional comments.
Unless we note otherwise, any references to prior comments are to
comments in our September
21, 2023 letter.
Form DRS/A filed on October 16, 2023
Prospectus Summary, page 1
1. We note your response
to prior comment 15 that you have not recognized any revenue
from customers in Saudi
Arabia, Kazakhstan and Indonesia for the fiscal years ended
September 30, 2021 and
2022 but you continue to disclose that you serve a "large
customer base" in those
regions. Please revise to state that you have not yet generated
revenue from those
regions in 2021 and 2022.
2. Please refer to prior
comments 4 and 7 and revise your prospectus summary and risk
factors to disclose the
risk that the Chinese government may exert more control over
offerings conducted
overseas and/or foreign investment in China-based issuers, which
could result in a
material change in your operations and/or the value of the securities you
Hongliang Li
Leishen Energy Holding Co., Ltd.
November 2, 2023
Page 2
are registering for sale. We note that you face risks associated with
regulatory approvals
on offerings conducted overseas by and foreign investment in China-based
issuers. We
remind you that, pursuant to federal securities rules, the term
control (including the
terms controlling, controlled by, and under common
control with ) as defined in
Securities Act Rule 405 means the possession, direct or indirect, of
the power to direct or
cause the direction of the management and policies of a person, whether
through the
ownership of voting securities, by contract, or otherwise.
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 China-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.
Index to consolidated financial statements, page F-1
3. Please update your financial statements and related disclosures
throughout your
registration statement as required by Item 8.A.4 of Form 20-F.
Notes to Consolidated Financial Statements
Revenue recognition, page F-14
4. We are unable to find responsive disclosure to our prior comment 20 and
reissue the
comment. Please advise or revise to include disclosure of your revenue
disaggregation in
your financial statements footnote. Refer to ASC 606-10-50-5 and ASC
606-10-50-6.
Please contact Becky Chow at 202-551-6524 or Stephen Krikorian at
202-551-3488 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Marion Graham at 202-551-6521 or Jan Woo at 202-551-3453 with any other
questions.
Sincerely,
FirstName LastNameHongliang Li
Division of
Corporation Finance
Comapany NameLeishen Energy Holding Co., Ltd.
Office of
Technology
November 2, 2023 Page 2
cc: David Manno
FirstName LastName