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United States securities and exchange commission logo
July 13, 2023
Zhen Fan
Chief Executive Officer
Haoxi Health Technology Ltd
Room 801, Tower C, Floor 8
Building 103
Huizhongli, Chaoyang District
Beijing, China
Re: Haoxi Health
Technology Ltd
Amendment No. 2 to
Draft Registration Statement on Form F-1
Submitted June 28,
2023
CIK No. 0001954594
Dear Zhen Fan:
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. 2 to Draft Registration on Form F-1 Submitted on June 28,
2023
Cover Page
1. We note your response
to comment 1 and reissue in part. We acknowledge your new
disclosure stating that
there have been no transfers or cash flows from the Company to the
subsidiaries. However,
we note your disclosure, on pages 5 and 29, that your rely to a
significant extent on
dividends and other distributions on equity paid by Haoxi Beijing to
find offshore cash and
financing requirements. Please confirm that despite this reliance,
Haoxi Beijing has not
made any dividends or distributions to you to date.
Zhen Fan
Haoxi Health Technology Ltd
July 13, 2023
Page 2
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Results of Operations
For Six Months Ended December 31, 2021 and 2022
Revenue, page 67
2. Please revise your disclosure to clarify the reason for the increase
in average revenue per
advertiser customer from $45,408 at December 31, 2021 to $50,070 at
December 31,
2022. Your current disclosure citing Ocean Engine and ByteDance as the
reason is not
clear on how these relationships impacted your revenue, as you
disclose these
relationships reduced your costs. Describe the extent the increase in
revenues for the six
months ended is attributable to the impact of changes in price or
volume/amount of
services sold, or to the introduction of new services. Refer to Item
5.A.1 of Form 20-F as
referenced from Item 4.a of Form F-1. Consider the preceding in your
discussion of the
change in revenue between fiscal years 2022 and 2021. In connection
with the annual
analysis, it is not clear how your current disclosure of higher
advertisement expenditure
by your health care clients due to your commitment and expertise
contributes to higher
average revenue per client in 2022 compared to 2021.
3. On page 67, as well as pages 10 and 43, you disclose more people have
opted to use
various online services since the beginning of the COVID-19 pandemic,
which you state
is the reason for the increase in your revenues for the six months
ended December 31,
2022 compared to the six months ended December 31, 2021. However, we
note the
number of your customers decreased from 242 at June 30, 2022 to 183 at
December 31,
2022. Please discuss the reason for this decrease and reconcile this
with the your
statement noted in the first sentence. We also note the average
revenue per client was
$50,070 at December 31, 2022, $66,489 at June 30, 2022 and $53,089 at
June 30, 2021.
Discuss the reason why the average revenue per client was lower at
December 31, 2022
than the other noted points in time.
Consolidated Statements of Cash Flows
Years Ended June 30, 2022 and 2021, page F-6, page F-6
4. Please reconcile for us the net of proceeds from short-term borrowings
of $329,869 and
repayment of short-term borrowings of $52,062 for fiscal 2022 shown
here with the
increase in short-term loans between June 30, 2022 and 2021 of
$260,585 shown on the
annual balance sheets.
Condensed Unaudited Consolidated Statements of Changes in Accumulated Deficit
For the Interim Periods Ended June 30, 2021 and June 30, 2022, page F-30
FirstName LastNameZhen Fan
5. Amounts for "Net income" and "Capital injections" in the "Total
shareholders' deficit"
Comapany NameHaoxi
column Healthperiod
for the interim Technology Ltd
ended December 31, 2022 do not agree
with the amounts
within those
July 13, 2023 Page 2line items. Please revise as appropriate.
FirstName LastName
Zhen Fan
FirstName LastNameZhen Fan
Haoxi Health Technology Ltd
Comapany
July NameHaoxi Health Technology Ltd
13, 2023
July 13,
Page 3 2023 Page 3
FirstName LastName
Condensed Unaudited Consolidated Statements of Cash Flows, page F-31
6. Please reconcile for us the net of proceeds from short-term borrowings
of $90,607 and
repayment of short-term borrowings of $129,295 for the six months
ended December 31,
2022 shown here with the decrease in short-term loans of $54,599
between December 31,
2022 and June 30, 2022 shown on the interim period balance sheet.
Notes to Consolidated Financial Statements
Note 10. Shareholders' Equity
Ordinary Shares, page F-44
7. Please revise your disclosure to state the specific amount of net
proceeds from the
4,480,000 Class A ordinary shares issued on November 28, 2022. The
amount of
$2,010,490 shown in the statement of cash flows for the six months
ended December 31,
2022 described as "Capital contribution from a shareholder" appears to
be associated with
this issuance; if so, revise the description accordingly. Also,
reconcile this amount to the
$1,994,258 for the total "Capital injection" in the statement of
changes in accumulated
deficit for the interim period ended December 31, 2022. Further,
ensure consistency
throughout the filing regarding the amount of proceeds from this
issuance, for
example pages 137, F-22, and F-27, and elsewhere as appropriate.
You may contact Robert Shapiro at 202-551-3273 or Doug Jones at
202-551-3309 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Nicholas Nalbantian at 202-551-7470 or Erin Jaskot at 202-551-3442 with
any other
questions.
Sincerely,
Division of
Corporation Finance
Office of Trade
& Services
cc: Ying Li