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SEC Comment Letter 0000000000-25-002610 to Bon Natural Life Ltd (BON)

Bon Natural Life Ltd
Date: March 10, 2025 · CIK: 0001816815 · Accession: 0000000000-25-002610

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File numbers found in text: 333-283333

Date
March 10, 2025
Author
Finance
Form
UPLOAD
Company
Bon Natural Life Ltd

Letter

Re: Bon Natural Life Limited Registration Statement on Form F-1 Response dated March 5, 2025 File No. 333-283333 Dear Yongwei Hu:

March 10, 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

We have reviewed your amended registration statement and have the following comment.

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 March 4, 2025 letter.

Amendment No. 3 to Registration Statement on Form S-1 General

1. We note your references throughout the prospectus to an alternative cashless exercise provision. The term cashless exercise is generally understood to allow a warrant holder to exercise a warrant without paying cash for the exercise price and reducing the number of shares receivable by the holder by an amount equal in value to an aggregate exercise price the holder would otherwise pay to exercise the warrant(s). In cashless exercises, it is expected that the warrant holder receives fewer shares than they would if they opted to pay the exercise price in cash. Please clarify your disclosure by removing the references to alternative cashless exercise and using the term zero exercise price exclusively. March 10, 2025 Page 2

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.

Show Raw Text
<DOCUMENT>
<TYPE>TEXT-EXTRACT
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<FILENAME>filename2.txt
<TEXT>
 March 10, 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
 Registration Statement on Form F-1
 Response dated March 5, 2025
 File No. 333-283333
Dear Yongwei Hu:

 We have reviewed your amended registration statement and have the
following
comment.

 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 March 4,
2025 letter.

Amendment No. 3 to Registration Statement on Form S-1
General

1. We note your references throughout the prospectus to an alternative
cashless exercise
 provision. The term cashless exercise is generally understood
to allow a warrant
 holder to exercise a warrant without paying cash for the exercise price
and reducing
 the number of shares receivable by the holder by an amount equal in
value to an
 aggregate exercise price the holder would otherwise pay to exercise the
warrant(s). In
 cashless exercises, it is expected that the warrant holder receives
fewer shares than
 they would if they opted to pay the exercise price in cash. Please
clarify your
 disclosure by removing the references to alternative cashless
exercise and using the
 term zero exercise price exclusively.
 March 10, 2025
Page 2

 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.
</TEXT>
</DOCUMENT>