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United States securities and exchange commission logo
July 6, 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. 2 to
Registration Statement on Form F-1
Filed July 3, 2023
File No. 333-270427
Dear Li Peng Leck:
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 March
7, 2023 letter.
Amendment No. 2 to Registration Statement on Form F-1 Filed July 3, 2023
Risk Factors, page 9
1. We note recent
instances of extreme stock price run-ups followed by rapid price declines
and stock price
volatility seemingly unrelated to company performance following a
number of recent
initial public offerings, particularly among companies with relatively
smaller public floats.
We also note your disclosure addressing price and volume volatility
shortly following an
offering. However, please either revise your existing risk factor, or
include a separate risk
factor, to address the potential among relatively smaller public
floats for rapid and
substantial price volatility and discuss the risks to investors when
investing in stock
where the price is changing rapidly. Clearly state that such volatility,
Li Peng Leck
Davis Commodities Limited
July 6, 2023
Page 2
including any stock run-up, may be unrelated to your actual or expected
operating
performance and financial condition or prospects, making it difficult
for prospective
investors to assess the rapidly changing value of your stock.
Use of Proceeds, page 33
2. Please reconcile the estimated net proceeds from this offering of $8.27
million disclosed
in the first paragraph of this section to the net proceeds of
approximately $4.45 million
disclosed on page 36 in your capitalization section, and revise as
necessary.
Capitalization, page 36
3. Please revise your capitalization table to reflect the application of
the net proceeds of
your offering, including the repayment of bank borrowings disclosed in
use of proceeds
on page 33.
Results of Operations
Comparison of Results of Operations for the Fiscal Years Ended December 31,
2021 and 2022,
page 45
4. Please expand your discussion to describe the underlying reasons for the
material changes
in revenue related to Vietnam and Indonesia. Refer to Instruction 1 to
Item 5 of
Form 20-F.
Description of Share Capital, page 114
5. We note that in this section you refer to your second amended and
restated memorandum
and articles of association, adopted on June 22, 2023, as your
"post-offering memorandum
and articles of association." However, in the rest of the registration
statement you refer to
it as the second amended and restated memorandum and articles of
association. Seeing as
the offering being referred to as "post offering" has not yet occurred,
please align this
defined term with the rest of the registration statement, or provide an
alternative defined
term less likely to confuse readers.
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
July 6, 2023 Page 2
cc: Ying Li
FirstName LastName