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United States securities and exchange commission logo
January 24, 2022
Frank Sun
Chief Financial Officer
Q&K International Group Ltd
Suite 1607, Building A, No.596 Middle Longhua Road
Xuhui District, Shanghai, 200032
People s Republic of China
Re: Q&K International
Group Ltd
Form 20-F for the
fiscal year ended September 30, 2020
Filed February 16,
2021
File No. 001-39111
Dear Mr. Sun:
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 filed February 16, 2021
Part I, page 1
1. We note your response
to comment 2. Please 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. Verify
that your revised disclosure will be included at the outset of Part I
and also be addressed
in your Business Overview in Item 4.
2. We note your response
to comment 3. Please disclose, if true, that your subsidiaries and/or
the Former VIE conduct
operations in China, that the Former VIE is consolidated for
accounting purposes but
is not an entity in which you own equity, and that the holding
Frank Sun
FirstName LastNameFrank Sun
Q&K International Group Ltd
Comapany
January 24,NameQ&K
2022 International Group Ltd
January
Page 2 24, 2022 Page 2
FirstName LastName
company does not conduct operations. Verify that your revised
disclosure will be included
at the outset of Part I.
Item 3. Key Information, page 5
3. We note your response to comment 5. Please verify that your revised
disclosure will be
included at the outset of Item 3.
4. We note your response to comment 6. Please verify that your revised
disclosure will be
included at the outset of Item 3 and further expand your disclosure to
affirmatively
address whether you or your subsidiaries are required to and have
obtained the necessary
permissions from the CSRC, CAC or any other entity that is required to
approve of you or
your subsidiaries operations and address the consequences to you
and your investors if
you inadvertently conclude that approvals are not required, or
applicable laws,
regulations, or interpretations change and you are required to obtain
approval in the
future.
5. We note your response to comment 7. Please verify your revised
disclosure will be
included at the outset of Item 3 and include similar disclosure at the
outset of Part I. In
that regard, provide a description of how cash is transferred through
your organization and
disclosure regarding your intentions to distribute earnings or settle
amounts owed under
the VIE agreements. State whether any transfers, dividends, or
distributions have been
made to date. Provide cross-references to the condensed consolidating
schedule and the
consolidated financial statements.
6. We note your response to comment 8. Please verify that your revised
disclosure will be
included early in Item 3. Additionally, we note that the activity of
the Former VIE is
reflected in the line items titled Amounts Due From/To Subsidiaries
and VIE and
Equity (loss) income of subsidiaries and the VIE and VIE s
subsidiaries in the parent s
financial statements. Please further expand your disclosures to
provide a roll-forward of
the Amounts Due From/To Subsidiaries and VIE line items.
7. We note your response to comment 9. Please also revise to include a
discussion of the
amendments adopted by the SEC to finalize rules relating to the
Holding Foreign
Companies Accountable Act and disclose whether your auditor is subject
to the
determinations announced by the PCAOB on December 16, 2021. Verify
that your revised
disclosure will be included early in Item 3.
Item 3. Key Information
D. Risk Factors, page 7
8. We note your response to comment 11. Please verify that your revised
disclosure will be
included in a separate risk factor.
9. We note your response to comment 12. Please verify that the revised
disclosure will be
included in a risk factor.
Frank Sun
Q&K International Group Ltd
January 24, 2022
Page 3
You may contact Jeffrey Lewis, Staff Accountant, at (202) 551-6216 or
Shannon
Menjivar, Accounting Branch Chief, at (202) 551-3856 with any questions.
FirstName LastNameFrank Sun Sincerely,
Comapany NameQ&K International Group Ltd
Division of Corporation
Finance
January 24, 2022 Page 3 Office of Real Estate &
Construction
FirstName LastName