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United States securities and exchange commission logo
February 16, 2023
Li Peng Leck
Executive Chairwoman and Executive Director
Davis Commodities Limited
10 Bukit Batok Crescent
#10-01, The Spire
Singapore 658079
Re: Davis Commodities
Limited
Amendment No. 1 to
Draft Registration Statement on Form F-1
Submitted February
3, 2023
CIK No. 0001949478
Dear Li Peng Leck:
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. 1 to Draft Registration Statement on Form F-1 Submitted
February 3, 2023
Management's Discussion and Analysis of Financial Condition and Results
of Operations
Results of Operations, page 45
1. We note the revisions
in response to prior comment 11. Please further expand your
discussion to more
specifically describe the extent to which changes in results of
operations are
attributable to changes in prices or changes in the volume or amount of
products being sold.
For example, you disclose total revenue increased by approximately
US$62.6 million, or
47.6%, from approximately US$131.6 million in FY2020 to
approximately US$194.2
million in FY2021. Your disclosure should discuss the amount
Li Peng Leck
Davis Commodities Limited
February 16, 2023
Page 2
of the change attributable to changes in prices of your commodities and
the amount
attributable to changes in amount of products being sold.
Liquidity and Capital Resource, page 54
2. We note you disclose in this section that the funds raised in this
initial public offering will
be used for "(b) repayment of certain bank borrowings with the incurred
interest expense."
However, in the Use of Proceeds section you do not disclose repayment of
borrowings. Please clarify this discrepancy. In addition, if any of the
indebtedness was
incurred within the last year, describe the use of the proceeds of such
indebtedness. Refer
to Item 3.C.3 of Form 20-F, incorporated by Item 4.a of Form F-1.
Business, page 76
3. We note your response to comment 21 and reissue in part. We note that
Customer A,
disclosed on pages F-48, has been responsible for 10% of your revenue for
over a year. In
this section, please disclose the identity of Customer A.
Compensation of Directors and Executive Officers, page 112
4. Please update this disclosure for the fiscal year ended December 31,
2022. Refer to Item
6.B of Form 20-F, incorporated by Item 4.a of Form F-1.
General
5. We note the disclosure of industry data and market data derived from
various sources. To
the extent you commissioned any of the third party data you cited,
provide the consent of
the third party in accordance with Rule 436.
You may contact Patrick Kuhn at 202-551-3308 or Theresa Brillant at
202-551-3307 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Nicholas Nalbantian at 202-551-7470 or Mara Ransom at 202-551-3264 with
any other
questions.
Sincerely,
FirstName LastNameLi Peng Leck
Division of
Corporation Finance
Comapany NameDavis Commodities Limited
Office of Trade &
Services
February 16, 2023 Page 2
cc: Ying Li
FirstName LastName