United States securities and exchange commission logo
May 20, 2022
Yang Chong Yi
Chief Executive Officer
Nhale, Inc.
42 Mott Street
4th Floor
New York, NY 10013
Re: Nhale, Inc.
Amendment No. 7 to
Registration Statement on Form 10-12G
Filed May 4, 2022
File No. 000-56324
Dear Dr. Chong Yi:
We have reviewed your filing 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 and any amendment you may file in
response to these
comments, we may have additional comments.
Amendment No. 7 to Registration Statement on Form 10-12G filed May 4,
2022
Introductory Comment, page v
1. We note your response
to comment 1, as well as your amended disclosure that you are
"not currently subject
to the HFCAA ruling announced by the PCAOB on December 16,
2021 . . . " (emphasis
added). Please revise this statement to disclose that your auditor is
not subject to the
determinations announced by the PCAOB on December 16, 2021, if
true (emphasis added).
Please remove your reference to an HFCAA "ruling" as we are
unaware of such a
ruling. Please make conforming changes to the same sentence on page
7 of the registration
statement.
Yang Chong Yi
FirstName
Nhale, Inc. LastNameYang Chong Yi
Comapany
May NameNhale, Inc.
20, 2022
May 20,
Page 2 2022 Page 2
FirstName LastName
2. We note your response to comment 3, as well as your amended
disclosure. Additionally:
Please update the risk factor cross-reference on page vi that
refers to the deleted risk
factor entitled "Our Business is Subject to Numerous Legal and
Regulatory Risks that
Could Have an Adverse Impact on Our Contemplated Business."
Please update the risk factor cross-reference on page vi that
refers to the revised risk
factor previously entitled "Risks Related to the Regulatory
Environment."
Risks Related to the Company's Organizational Structure, page 5
3. We note your response to comment 2, as well as your amended
disclosure. In addition:
Please remove the reference to "China Changjiang Mining & New
Energy Co.," as
we understand that you are currently organized under the entity
Nhale Inc., as you
disclose on page ii.
We note your disclosure that "NHLE does not currently use a VIE
structure, but that
if you do implement one, there would be substantial legal
uncertainties surrounding
the related contractual arrangements," as well as your disclosure
regarding
"your inability to assert contractual control over the assets of
our PRC subsidiaries or
the VIEs that conduct all or substantially all of your
operations" (emphasis added).
Please revise such references to "you" and "your" to instead
refer to "we" and "our",
if true, and make conforming changes throughout the registration
statement.
Alternatively, please remove this language on page 6 as it
appears duplicative of
similar disclosure included elsewhere.
Please revise the reference to "our PRC subsidiaries or the
VIEs that conduct . . . " to
instead refer to your contemplated PRC subsidiaries or
contemplated VIEs
that would conduct your operations, if true (emphasis added).
General
4. We note that your CEO and director Dr. Yang Chong Yi is located in
China according to
your disclosure on page 16. Please include a separate
Enforceability section, consistent
with Item 101(g) of Regulation S-K, and a risk factor addressing the
challenges of
bringing actions and enforcing judgments/liabilities against such
individuals (i.e., it will
be much more difficult to take these actions).
Yang Chong Yi
FirstName
Nhale, Inc. LastNameYang Chong Yi
Comapany
May NameNhale, Inc.
20, 2022
May 20,
Page 3 2022 Page 3
FirstName LastName
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
You may contact Brian Fetterolf at 202-551-6613 or Erin Jaskot at
202-551-3442 if you
have any questions.
Sincerely,
Division of
Corporation Finance
Office of Trade &
Services
cc: Rhonda Keaveney