SecProbe.io

December 20, 2024
Surendra Ajjarapu
Chief Executive Officer
Scienture Holdings, Inc.
6308 Benjamin Rd, Suite 708
Tampa, Florida 33634
Re:Scienture Holdings, Inc.
Registration Statement on Form S-1
Filed December 3, 2024
File No. 333-283591
Dear Surendra Ajjarapu:
            We have reviewed your registration statement and have the following comments.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.
Registration Statement on Form S-1 Filed December 3, 2024
Prospectus Summary
Company Overview, page 2
1.We note your disclosure stating that, on July 25, 2024, you acquired a wholly-owned
subsidiary, Scienture, LLC (f/k/a Scienture, Inc.). Please include financial statements
of Scienture, Inc., in accordance with Rule 8-04 of Regulation S-X, and pro forma
financial statements depicting the transaction, in accordance with Rule 8-05 of
Regulation S-X. In the notes to your pro forma financial statements, include
disclosure of the intangible assets acquired which clearly identifies, describes, and
separately quantifies each acquired intangible asset and related intellectual property,
as well as the method and material assumptions used to determine their fair value,
citing relevant accounting literature to support your basis.

December 20, 2024
Page 2
Use of Proceeds, page 12
2.We note you do not appear to have a specific plan for your use of proceeds that you
may receive pursuant to the ELOC Purchase Agreement, but instead plan to use the
proceeds "for general corporate and working capital purposes." To the extent you do
not currently have specific plans for significant portions of proceeds you may receive
pursuant to the ELOC Purchase Agreement, please revise to discuss the principal
reasons for this offering. Refer to Item 504 of Regulation S-K. To the extent you have
specific plans, please revise your disclosure in this section to:
•clarify which products or programs you currently intend to fund with the proceeds
you may receive pursuant to the ELOC Purchase Agreement;
•disclose how far into the development process you anticipate such proceeds will
enable you to reach; and
•state the anticipated amount of other funds, if any, that may be necessary to
accomplish the specific purposes for which the proceeds are to be obtained.
Description of Capital Stock
Exclusive forum for certain lawsuits, page 19
3.Please revise under this heading to state whether your exclusive forum provision will
apply to actions arising under the Securities Act. If so, please also state that there is
uncertainty as to whether a court would enforce such provision.
Experts, page 21
4.We note your disclosure stating that the consolidated financial statements of Scienture
Holdings, Inc., at December 31, 2023, and the consolidated financial statements of
Scienture Holdings, Inc., at December 31, 2022, incorporated by reference in
the prospectus, have been audited by CM3Advisory and MaloneBailey, LLP, each an
independent registered public accounting firm. Please amend your filing to provide
the disclosures required by Item 304 of Regulation S-K.
Information Incorporated by Reference, page 21
5.Please provide us with your analysis as to whether you are required to
provide disclosure pursuant to Item 11A of Form S-1. To this point, we note
disclosure related to Scienture, LLC is contained in a Definitive Information
Statement on Schedule 14C and not in a Form 10-Q or Form 8-K filed under the
Exchange Act. To the extent you conclude additional disclosure is required, please
revise to provide such disclosure.
            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.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

December 20, 2024
Page 3
            Please contact Tracie Mariner at 202-551-3744 or Sasha Parikh at 202-551-3627 if
you have questions regarding comments on the financial statements and related
matters. Please contact Daniel Crawford at 202-551-7767 or Tim Buchmiller at 202-551-
3635 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Kate Bechen, Esq.