Correspondence 0001493152-25-009294 from Bon Natural Life Ltd (BON)
Bon Natural Life Ltd
Date: March 6, 2025 · CIK: 0001816815 · Accession: 0001493152-25-009294
AI Filing Summary & Sentiment
File numbers found in text: 333-283333
Letter
Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences Re: Bon Natural Life Limited Amendment No. 3 to Registration Statement on Form F-1 Submitted March 3, 2025 File No. 333-283333
Dear Sir and Madam:
On behalf of Bon Natural Life Limited, a Cayman Islands exempted company (the “Company”), we hereby submit to the Securities and Exchange Commission (the “Commission”) this correspondence in response to the comments of the staff (the “Staff”), dated March 4, 2025, with reference to the Company’s Amendment No. 3 to Registration Statement on Form F-1 submitted to the Commission on March 3, 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. 3 to Registration Statement on Form F-1
Cover Page
1. We note your amended disclosure and response to prior comment 2 and reissue in part. It appears that the exercise price of your Series B Warrants could increase, and if it were to do so, then there could be more than 130,000,000 Class A Ordinary Shares underlying the Series B Warrants. Please advise or revise the header, the cover page narrative and the Summary to highlight the maximum number of shares that could be issued upon exercise of your Series B warrants. For guidance, refer to Regulation S-K, Item 501(b)(2).
Response: In response to the Staff’s comment, we respectfully advise the Staff that the Company and Univest Securities, LLC represent and warrant to the Staff that the initial exercise price and floor price set with respect to the Series B Warrants in the offering will be at prices to ensure that the maximum number of Class A Ordinary Shares issuable under the Series B Warrants will not exceed 130,000,000 shares.
Lexington Avenue, Suite 2446, New York, NY 10170 | 646-861-7891
Wilshire Blvd., Suite 810, Los Angeles, CA 90025 | 818-930-5686
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
March
5, 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 Limited
Amendment
No. 3 to Registration Statement on Form F-1
Submitted
March 3, 2025
File
No. 333-283333
Dear
Sir and Madam:
On
behalf of Bon Natural Life Limited, a Cayman Islands exempted company (the “Company”), we hereby submit to the Securities
and Exchange Commission (the “Commission”) this correspondence in response to the comments of the staff (the “Staff”),
dated March 4, 2025, with reference to the Company’s Amendment No. 3 to Registration Statement on Form F-1 submitted to the Commission
on March 3, 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. 3 to Registration Statement on Form F-1
Cover
Page
1.
We
note your amended disclosure and response to prior comment 2 and reissue in part. It appears that the exercise price of your Series
B Warrants could increase, and if it were to do so, then there could be more than 130,000,000 Class A Ordinary Shares underlying
the Series B Warrants. Please advise or revise the header, the cover page narrative and the Summary to highlight the maximum number
of shares that could be issued upon exercise of your Series B warrants. For guidance, refer to Regulation S-K, Item 501(b)(2).
Response:
In response to the Staff’s comment, we respectfully advise the Staff that the Company and Univest Securities, LLC represent
and warrant to the Staff that the initial exercise price and floor price set with respect to the Series B Warrants in the offering will
be at prices to ensure that the maximum number of Class A Ordinary Shares issuable under the Series B Warrants will not exceed 130,000,000
shares.
420
Lexington Avenue, Suite 2446, New York, NY 10170 | 646-861-7891
12121
Wilshire Blvd., Suite 810, Los Angeles, CA 90025 | 818-930-5686
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