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Correspondence 0001493152-25-007210 from Bon Natural Life Ltd (BON)

Bon Natural Life Ltd
Date: Feb. 18, 2025 · CIK: 0001816815 · Accession: 0001493152-25-007210

AI Filing Summary & Sentiment

File numbers found in text: 333-283333

Referenced dates: January 27, 2025

Date
Feb. 18, 2025
Author
THE
Form
CORRESP
Company
Bon Natural Life Ltd

Letter

Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences Re: Bon Natural Life Amendment No. 1 to Registration Statement on Form F-1 Submitted January 16, 2025 File No. 333-283333

Dear Sir and Madam:

On behalf of Bon Natural Life, a Cayman Islands exempted company (the “Company”), we are concurrently with this letter filing with the Securities and Exchange Commission (the “Commission”) Amendment No. 2 to Registration Statement on Form F-1 (“Amendment No. 2”) in response to the comments of the staff (the “Staff”), dated January 27, 2025, regarding the Company’s above-referenced Amendment No. 1 to Registration Statement on Form F-1 filed with the Commission on January 16, 2025.

For the convenience of the Staff, each of the Staff’s comments is included and is followed by the corresponding response of the Company. Unless the context indicates otherwise, references in this letter to “we,” “us” and “our” refer to the Company on a consolidated basis.

Amendment No. 1 to Registration Statement on Form F-1

Cover Page

1. We note your response to prior comment 1 and amended disclosure stating you are now offering Ordinary Units. Please revise the cover page caption to clarify that you are registering up to 15,000,000 Class A Ordinary Shares, including the shares underlying the Pre-Funded Warrants and Series A and B Warrants, as some of the Ordinary Shares are not dependent on exercising the Warrants.

Response: In response to the Staff’s comments, we have made clarifying changes on the front and cover pages of Amendment No. 2.

420 Lexington Avenue, Suite 2446, New York, NY 10170 | 646-861-7891

12121 Wilshire Blvd., Suite 810, Los Angeles, CA 90025 | 818-930-5686

2. We note your disclosure that your “offering may be extended by written agreement of the Company and the placement agent”. Please revise to provide a certain date your offering will terminate. Refer to Item 501(b)(8)(iii) of Regulation S-K.

Response: In response to the Staff’s comment, we have revised the cover page of Amendment No. 2.

We hope the Amended Registration Statement addresses the comments of the Commission. If we can provide any further assistance, please do not hesitate to contact the undersigned.

Sincerely,
THE
CRONE LAW GROUP, P.C.

Show Raw Text
CORRESP
1
filename1.htm

    Mark
                                            E. Crone

    Managing
    Partner

    mcrone@cronelawgroup.com

February
18, 2025

Securities
and Exchange Commission

Division
of Corporation Finance

Office
of Life Sciences

100
F Street, N.E.

Washington,
DC 20549

Attn:
Daniel Crawford

Joe
McCann

John
Coleman

    Re:
    Bon
    Natural Life

    Amendment
    No. 1 to Registration Statement on Form F-1

    Submitted
    January 16, 2025

    File
    No. 333-283333

Dear
Sir and Madam:

On
behalf of Bon Natural Life, a Cayman Islands exempted company (the “Company”), we are concurrently with this letter filing
with the Securities and Exchange Commission (the “Commission”) Amendment No. 2 to Registration Statement on Form F-1
(“Amendment No. 2”) in response to the comments of the staff (the “Staff”), dated January 27, 2025, regarding
the Company’s above-referenced Amendment No. 1 to Registration Statement on Form F-1 filed with the Commission
on January 16, 2025.

For
the convenience of the Staff, each of the Staff’s comments is included and is followed by the corresponding response of the Company.
Unless the context indicates otherwise, references in this letter to “we,” “us” and “our” refer to
the Company on a consolidated basis.

Amendment
No. 1 to Registration Statement on Form F-1

Cover
Page

    1.
    We
    note your response to prior comment 1 and amended disclosure stating you are now offering Ordinary Units. Please revise the cover
    page caption to clarify that you are registering up to 15,000,000 Class A Ordinary Shares, including the shares underlying the Pre-Funded
    Warrants and Series A and B Warrants, as some of the Ordinary Shares are not dependent on exercising the Warrants.

Response:
In response to the Staff’s comments, we have made clarifying changes on the front and cover pages of
Amendment No. 2.

420 Lexington Avenue, Suite 2446, New York, NY 10170
| 646-861-7891

12121 Wilshire Blvd., Suite 810, Los Angeles, CA 90025 |
818-930-5686

    2.
    We
    note your disclosure that your “offering may be extended by written agreement of the Company and the placement agent”.
    Please revise to provide a certain date your offering will terminate. Refer to Item 501(b)(8)(iii) of Regulation S-K.

Response:
In response to the Staff’s comment, we have revised the cover page of Amendment No. 2.

We
hope the Amended Registration Statement addresses the comments of the Commission. If we can provide any further assistance, please do
not hesitate to contact the undersigned.

    Sincerely,

    THE
    CRONE LAW GROUP, P.C.

    /s/
    Joe Laxague

    Joe
    Laxague, Esq.

    cc:
    Yongwei Hu

420 Lexington Avenue, Suite 2446, New York, NY 10170
| 646-861-7891

12121 Wilshire Blvd., Suite 810, Los Angeles, CA 90025 |
818-930-5686