SRSEC Reporting Desk

Kuber Resources Corp (KUBR) – SEC staff letter

2026-01-29 · Re: Form 10-K for the Fiscal Year Ended December 31, 2024 Form 10-Q for the Quarterly Period Ended September 30, 2025 · Accession 0000000000-26-001066 · 4 staff comment(s) issued

Company response(s): 2026-02-09

Segment Reporting (ASC 280)Business Combinations & SignificanceChina-Based Issuers

2026-01-29 · Form 10-K for the Fiscal Year Ended December 31, 2024 Form 10-Q for the Quarterly Period Ended September 30, 2025 · Comment 1 · Segment Reporting, page F-11 Responded
Staff comment: We note the proposed disclosure provided in your response to prior comment 1. Please further revise to discuss how the CODM uses the segment measure of profitability in assessing segment performance and deciding how to allocate resources. Refer to ASC 280-10-50-29(f) and the example in ASC 280-10-55-54(c). letter →
Company response: to prior comment 1. Please further revise to discuss how the CODM uses the segment measure of profitability in assessing segment performance and deciding how to allocate resources. Refer to ASC 280-10-50-29(f) and the example in ASC 280-10-55-54(c). Response : The Company acknowledges the Staff’s comment. The Company proposes to further revise Note 2 (Segment Reporting) to explain how the Chief Executive Officer, as the chief operating decision maker (“CODM”), uses the segment measure of profitability (net income) in assessing performance and in deciding how to allocate resources, consistent with ASC 280-10-50-29(f) and ASC 280-10-55-54(c). Segment Reporting ASC 280, Segment Reporting,… response letter →
Segment Reporting (ASC 280)
2026-01-29 · Form 10-K for the Fiscal Year Ended December 31, 2024 Form 10-Q for the Quarterly Period Ended September 30, 2025 · Comment 2 · (c) Unissued VAT invoices, page F-18 Agreed to revise
Staff comment: We note your response to prior comment 2 indicates that Kuber Guangdong was incorporated in October 2023 and you disclose that during the nine months ended September 30, 2025, the Company issued VAT invoices for total sales of approximately $28.8 million. Please reconcile this amount to the revenues reported in your statement of income. In this regard, we note that total revenue for the two year period ended December 31, 2024 plus the nine-months ended September 30, 2025 was only approximately $16.4 million. letter →
Company response: to prior comment 2 indicates that Kuber Guangdong was incorporated in October 2023 and you disclose that during the nine months ended September 30, 2025, the Company issued VAT invoices for total sales of approximately $28.8 million. Please reconcile this amount to the revenues reported in your statement of income. In this regard, we note that total revenue for the two year period ended December 31, 2024 plus the nine-months ended September 30, 2025 was only approximately $16.4 million. Response : The Company acknowledges the Staff’s comment and clarifies that the $28.8 million figure previously cited represents the aggregate sales amount which VAT invoices were issued by Kuber Guangdong… response letter →
2026-01-29 · Form 10-K for the Fiscal Year Ended December 31, 2024 Form 10-Q for the Quarterly Period Ended September 30, 2025 · Comment 3 · General Agreed to revise
Staff comment: We note your response to prior comment 3 does not address each of the comments in the Division of Corporation Finance’s Sample Letter to China-Based Companies issued December 2021 and July 2023. Please confirm that your revised disclosure will address all of the applicable disclosures in each of the 15 comments in the letter. In this regard, we understand that you do not have a VIE structure so those disclosures will not apply. letter →
Company response: to prior comment 3 does not address each of the comments in the Division of Corporation Finance’s Sample Letter to China-Based Companies issued December 2021 and July 2023. Please confirm that your revised disclosure will address all of the applicable disclosures in each of the 15 comments in the letter. In this regard, we understand that you do not have a VIE structure so those disclosures will not apply. Response: The Company confirms that its revised disclosures will address all applicable disclosure topics identified in the Division of Corporation Finance’s Sample Letter to China-Based Companies issued in December 2021 and July 2023, including the topics covered in each of the 15… response letter →
China-Based Issuers
2026-01-29 · Form 10-K for the Fiscal Year Ended December 31, 2024 Form 10-Q for the Quarterly Period Ended September 30, 2025 · Comment 4 · Note 11 - Acquisition of Business under Common Control, page 21 Agreed to revise
Staff comment: We note your response to prior comment 8. As previously requested, please describe, in detail, the relationship between and ownership in the entities involved in the transaction before and after the acquisition of Gongfa that supports the common control determination for accounting purposes. Refer to ASC 805-50-15-6. Also, your disclosures and response indicate that the company is still evaluating the transaction and its accounting. As this transaction was completed more than a year ago, please explain to us how you have not yet determined the appropriate accounting. letter →
Company response: to prior comment 8. As previously requested, please describe, in detail, the relationship between and ownership in the entities involved in the transaction before and after the acquisition of Gongfa that supports the common control determination for accounting purposes. Refer to ASC 805-50-15-6. Also, your disclosures and response indicate that the company is still evaluating the transaction and its accounting. As this transaction was completed more than a year ago, please explain to us how you have not yet determined the appropriate accounting. Response: The Company acknowledges the Staff’s comment and hereby clarifies the relationship between and ownership in the entities involved in the… response letter →
Business Combinations & Significance

Full letter on EDGAR → · Filing index · All Kuber Resources Corp (KUBR) correspondence

Segment Reporting (ASC 280) – what to check: Check ASU 2023-07 significant segment expense disclosure, CODM identification, and that MD&A segment discussion matches the ASC 280 note.

Business Combinations & Significance – what to check: Support purchase price allocation, identified intangibles, and significance tests for required acquiree financials and pro formas.

China-Based Issuers – what to check: Address PRC regulatory, VIE structure, cash transfer and HFCAA disclosures prominently up front.

Templates & resources

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