United States securities and exchange commission logo
March 3, 2022
Mark Chi Hang Lo
Chief Executive Officer
AMTD Digital Inc.
25/F Nexxus Building
41 Connaught Road Central
Hong Kong
Re: AMTD Digital Inc.
Amendment No. 11 to
Registration
Statement on Form F-1
Filed on January 7,
2022
File No. 333-256322
Dear Mr. Lo:
We have reviewed your amended 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 amending your registration
statement and providing the
requested information. 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 any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our
January 7, 2022 letter.
Amendment No. 12 to Form F-1 filed January 7, 2022
Cover Page
1. We note your disclosure
about the Holding Foreign Companies Accountable Act.
Please also disclose on
the cover page that the United States Senate has passed the
Accelerating Holding
Foreign Companies Accountable Act, which, if enacted, would
decrease the number of
non-inspection years from three years to two years, and thus, the
company's shares could
be prohibited from trading and delisted after two years instead of
three. Also, add
similar disclosure to the third bullet in the summary of risk factors on
page 8.
Mark Chi Hang Lo
AMTD Digital Inc.
March 3, 2022
Page 2
Prospectus Summary, page 1
2. We note your disclosure on pages 8 and 22 that you are not required to
obtain permissions
or approvals from PRC authorities to operate and issue your ADSs to
foreign investors,
including permissions from the CSRC or CAC. Please also provide such
disclosure in the
prospectus summary, and describe in the prospectus summary, summary
risk factor and
risk factor disclosures any specific consequences to you and your
investors if you or your
subsidiaries: (i) inadvertently concluded that such permissions or
approvals are not
required, or (ii) applicable laws, regulations, or interpretations
change and you are
required to obtain such permissions or approvals in the future.
Cash Transfers and Dividends, page 17
3. We note your disclosure that you maintain your bank accounts and
balances primarily in
licensed banks in Hong Kong and Singapore. Please clarify, if true,
that most of your cash
is in Hong Kong dollars, and address the possibility that the PRC
could prevent the cash
maintained in Hong Kong from leaving or the PRC could restrict
deployment of the cash
into the business or for the payment of dividends. Add similar
disclosure to the first risk
factor on page 18 and in the summary of risk factors on page 8.
The PRC government has significant authority to intervene or influence the
China or Hong Kong
operations, page 18
4. We note your disclosure that your business, prospects, financial
condition, and results of
operations may be influenced to a significant degree by political,
economic, and social
conditions in China generally. Please also expand your disclosure in
the second sentence
to clarify that the PRC government has significant authority to
intervene or influence the
China operations of an offshore holding company at any time, which, if
extended to your
Hong Kong operations, could result in a material adverse change to
your "business,
prospects, financial condition, and results of operations" and the
value of the ADSs.
You may contact John Spitz at 202-551-3484 or Ben Phippen at
202-551-3697 if you
have questions regarding comments on the financial statements and related
matters. Please
contact John Stickel at 202-551-3324 or Susan Block at 202-551-3210 with any
other questions.
FirstName LastNameMark Chi Hang Lo Sincerely,
Comapany NameAMTD Digital Inc.
Division of
Corporation Finance
March 3, 2022 Page 2 Office of Finance
FirstName LastName