SEC Comment Letter 0000000000-25-002102 to Bon Natural Life Ltd (BON)
Bon Natural Life Ltd
Date: Feb. 24, 2025 · CIK: 0001816815 · Accession: 0000000000-25-002102
AI Filing Summary & Sentiment
File numbers found in text: 333-283333
Letter
February 24, 2025 Yongwei Hu Chief Executive Officer Bon Natural Life Limited C601, Gazelle Valley, No.69 Jinye Road Xi’an Hi-tech Zone, Xi’an, China Re:Bon Natural Life Limited Amendment No. 2 to Registration Statement on Form F-1 Filed February 18, 2025 File No. 333-283333 Dear Yongwei Hu: We have reviewed your amended 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. Unless we note otherwise, any references to prior comments are to comments in our January 27, 2025 letter. Amendment No. 2 to Registration Statement on Form F-1 Cover Page 1.We note your response to comment 1 and reissue. Please revise your Cover Page headings to reflect that you also are registering 5,000,000 Class A Ordinary Shares in addition to the 5,000,000 Class A Ordinary Shares underlying the Pre-Funded Warrants and the 10,000,000 Class A Ordinary Shares underlying the Series A and B Warrants. We note your revised disclosures indicating that your Series A and Series B warrants contain reset and/or alternative cashless exercise features that could result in the warrant holders potentially receiving a significant number of Class A Ordinary Shares in excess of the 10,000,000 shares highlighted in the header. Given these provisions, please revise the header, the coverpage narrative and the Summary to highlight the 2.
February 24, 2025 Page 2 maximum number of shares that could be issued upon exercise of (i) your Series A warrants and (ii) your Series B warrants. For guidance, refer to Regulation S-K, Item 501(b)(2). 3.With respect to the warrants with an alternative cashless exercise feature, please revise the coverpage narrative and Summary to explain, if true, that as a result of this feature you do not expect to receive any cash proceeds from the exercise of the Warrants because it is highly unlikely that a warrant holder would wish to pay an exercise price to receive one share when they could choose the alternative cashless exercise option and pay no money to receive more than one share. Please contact Daniel Crawford at 202-551-7767 or Joe McCann at 202-551-6262 with any other questions. Sincerely, Division of Corporation Finance Office of Life Sciences cc:Cassi Olson, Esq.
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February 24, 2025
Yongwei Hu
Chief Executive Officer
Bon Natural Life Limited
C601, Gazelle Valley, No.69 Jinye Road
Xi’an Hi-tech Zone, Xi’an, China
Re:Bon Natural Life Limited
Amendment No. 2 to Registration Statement on Form F-1
Filed February 18, 2025
File No. 333-283333
Dear Yongwei Hu:
We have reviewed your amended 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. Unless we note
otherwise, any references to prior comments are to comments in our January 27, 2025 letter.
Amendment No. 2 to Registration Statement on Form F-1
Cover Page
1.We note your response to comment 1 and reissue. Please revise your Cover Page
headings to reflect that you also are registering 5,000,000 Class A Ordinary Shares in
addition to the 5,000,000 Class A Ordinary Shares underlying the Pre-Funded
Warrants and the 10,000,000 Class A Ordinary Shares underlying the Series A and B
Warrants.
We note your revised disclosures indicating that your Series A and Series B warrants
contain reset and/or alternative cashless exercise features that could result in the
warrant holders potentially receiving a significant number of Class A Ordinary Shares
in excess of the 10,000,000 shares highlighted in the header. Given these provisions,
please revise the header, the coverpage narrative and the Summary to highlight the 2.
February 24, 2025
Page 2
maximum number of shares that could be issued upon exercise of (i) your Series A
warrants and (ii) your Series B warrants. For guidance, refer to Regulation S-K, Item
501(b)(2).
3.With respect to the warrants with an alternative cashless exercise feature, please
revise the coverpage narrative and Summary to explain, if true, that as a result of this
feature you do not expect to receive any cash proceeds from the exercise of the
Warrants because it is highly unlikely that a warrant holder would wish to pay an
exercise price to receive one share when they could choose the alternative cashless
exercise option and pay no money to receive more than one share.
Please contact Daniel Crawford at 202-551-7767 or Joe McCann at 202-551-6262
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Cassi Olson, Esq.