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United States securities and exchange commission logo
June 18, 2024
Cong Shi
Director
Helport AI Limited
9 Temasek Boulevard #07-00, Suntec Tower Two
Singapore 038989
Re: Helport AI Limited
Amendment No. 3 to
Registration Statement on Form F-4
Filed June 13, 2024
File No. 333-276940
Dear Cong Shi:
We have reviewed your amended registration statement and have the
following
comments.
Please respond to this letter by amending your registration
statement and providing the
requested information. 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 any amendment to your registration statement and
the information you
provide in response to this letter, we may have additional comments.
Unless we note otherwise,
any references to prior comments are to comments in our June 4, 2024
letter.
Amendment No. 3 to Registration Statement on Form F-4
Summary of the Material Terms of the Business Combination
Related Agreements, page 21
1. You state here that on
June 12, 2024, you entered into the June Amended Lock-Up
Agreements with two
additional Helport Convertible Noteholders. However, on page 108
you refer to entering
into a June Amended Lock-Up Agreement on June 4, 2024. Please
explain or revise. In
addition, revise your Recent Development disclosures on pages 163
and 173 to include a
discussion of these new Agreements.
Cong Shi
FirstName
Helport AI LastNameCong Shi
Limited
Comapany
June NameHelport AI Limited
18, 2024
June 18,
Page 2 2024 Page 2
FirstName LastName
Unaudited Pro Forma Condensed Combined Financial Statements
Unaudited Pro Forma Condensed Balance Sheet Adjustments, page 154
2. We note your revised disclosure in pro forma adjustment (3) indicating
that you
have received $4,889,074 in cash for the $6,039,074 in convertible
promissory notes
issued to date, and you expect to receive the remaining cash in June,
2024. Please explain
why you have not yet received the funds for certain of the notes and
clarify whether the
lenders have a contractual obligation to provide such funds and if so,
by when.
Alternatively, tell us how you determined it is appropriate to assume
the receipt of all
funds in your pro forma financial statements.
3. We note your revised disclosures in response to prior comment 3.
Please also revise your
disclosures on pages 162, 173, F-56 and F-85 to clarify that the lines
of credit have been
granted and therefore any Lock-up Securities held by Stony Holdings
Limited and Hades
Capital are now subject to release.
Helport Limited - Notes to Unaudited Condensed Combined Financial Statements
Note 10 - Subsequent Event, page F-30
4. We note your revised disclosures in response to prior comment 5 where
you disclose the
date through which you evaluated subsequent events. Please revise to
disclose whether
this was the date the financial statements were issued or available to
be issued. Refer
to ASC 855-10-50-1(b).
Please contact Dave Edgar at 202-551-3459 or Kathleen Collins at
202-551-3499 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Jeff Kauten at 202-551-3447 or Matthew Derby at 202-551-3334 with any
other
questions.
Sincerely,
Division of
Corporation Finance
Office of
Technology
cc: Ying Li