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United States securities and exchange commission logo
January 6, 2022
John Fei Zeng
Chief Financial Officer
UP Fintech Holding Ltd
18/F, Grandyvic Building, No. 1 Building
No. 16 Taiyanggong Middle Road, Chaoyang District
Beijing, 100020 PRC
Re: UP Fintech Holding
Ltd
Form 20-F filed
April 28, 2021
For the Fiscal Year
Ended December 31, 2020
File No. 001-38833
Dear Mr. Zeng:
We have reviewed your November 5, 2021 response to our comment
letter 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 these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your response to these comments, we may have
additional
comments. Unless we note otherwise, our references to prior comments are
to comments in our
September 20, 2021 letter.
Form 20-F for the Fiscal Year Ended December 31, 2020
Part I, page 5
1. We note your response
and proposed revision to comments one and two. Please revise
your proposed
disclosures to be located at the onset of Part I, as requested in our initial
comments.
Item 3. Key Information, page 6
2. We note your response
to comment three. Please revise your proposed disclosures to be
located at the onset of
Item 3, as requested in our initial comments.
John Fei Zeng
FirstName
UP FintechLastNameJohn
Holding Ltd Fei Zeng
Comapany
January NameUP Fintech Holding Ltd
6, 2022
January
Page 2 6, 2022 Page 2
FirstName LastName
3. We note your response to comment four, please enhance your disclosure
to clarify, if true,
that the VIE contractual arrangements have not been tested in a court
of law. Also, please
confirm that you plan to move the disclosure's position to the onset
of Item 3.
Item 3.D Risk Factors, page 6
4. We note your response and proposed revision to comment five, however
some of the
relevant disclosure appears to remain within Item 4. Please revise
your proposed
disclosures to be located within Item 3.D as requested in our initial
comments.
5. Please expand your related risk factor disclosure to discuss that the
United States Senate
passed the Accelerating Holding Foreign Companies Accountable Act,
which, if enacted,
would decrease the number of non-inspection years from three years to
two, thus reducing
the time period before your securities may be prohibited from trading
or delisted. Also
disclose whether your auditor is subject to the determinations
announced by the PCAOB
on December 16, 2021 and whether and how the Holding Foreign Companies
Accountable Act and related regulations will affect your company.
Lastly, update your
disclosure to reflect that the Commission adopted rules to implement
the HFCAA and
that, pursuant to the HFCAA, the PCAOB has issued its report notifying
the Commission
of its determination that it is unable to inspect or investigate
completely accounting firms
headquartered in mainland China or Hong Kong.
You may contact Lory Empie at 202-557-3714 or Michael Henderson at
202-551-
3364 with any questions.
Sincerely,
Division of
Corporation Finance
Office of
Finance