CORRESP Filing
Chanson International Holding
Date: June 9, 2025 · CIK: 0001825349 · Accession: 0001213900-25-052299
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-287404
Referenced dates: June 6, 2025
Letter
Via EDGAR Office of Manufacturing Division of Corporation Finance Re: Chanson International Holding Amendment No. 1 to Registration Statement on Form F-1 Filed May 30, 2025 File No. 333-287404
Dear Ms. Baldwin and Ms. Timmons-Pierce:
On behalf of our client, Chanson International Holding (the " Company "), we hereby provide a response to the comments issued in a letter dated June 6, 2025 (the " Staff's Letter ") regarding the Company's Amendment No. 2. To Registration Statement on Form F-1 (the " Registration Statement "). Contemporaneously, we are filing an Amendment No. 2 to the Registration Statement via EDGAR (the " Amendment No. 2 ").
In order to facilitate the review by the staff of the Securities and Exchange Commission (the " Staff ") of the Amendment No. 2, we have responded, on behalf of the Company, to the comments set forth in the Staff's Letter on a point-by-point basis. The numbered paragraphs set forth below respond to the Staff's comments and correspond to the numbered paragraph in the Staff's Letter.
Form F-1/A filed May 30, 2025
Cover Page
1. We note that you are registering 25,000,000 units (the "Units"), consisting of one Class A Ordinary Share, or, in lieu thereof, a pre-funded warrant; one series A warrant to purchase one Class A Ordinary Share; and one series B warrant to purchase one Class A Ordinary Share. Please revise the cover page header and your disclosure on page 16 to reflect the Units.
Response: The Company respectfully advises the Staff that the cover page and disclosure on page 16 had been updated to reflect the Units.
Page 2
2. Please revise your reference from "zero price exercise" to "zero exercise price" throughout the prospectus.
Response: The Company respectfully advises the Staff that reference of "zero price exercise" had been revised and replaced by "zero exercise price" or "zero exercise price option" throughout the prospectus.
3. We note your response to prior comment 1. Please ensure your fee table reflects the number of securities being registered.
Response: The Company respectfully advises the Staff that the fee table had been updated and filed to include the following statement:
" However, a holder of the Series B Warrants may also effect the zero exercise price option at any time while the Series B Warrants are outstanding. Under the zero exercise price option, the holder of the Series B Warrants, has the right to receive the number of Class A Ordinary Shares as set forth in the applicable Series B Warrant, which will be more than such number of Class A Ordinary Shares that is issuable upon cash exercise or cashless exercise. We do not expect to receive any proceeds from the zero exercise price option of the Series B Warrants because it is highly unlikely that a holder of the Series B Warrants would elect to exercise the Series B Warrants by paying cash or via cashless exercise in lieu of the zero exercise price option. The maximum number of Class A Ordinary Shares issuable under all Series B Warrants (including the zero exercise price option) shall not exceed 75,000,000. As such, holders of the Series B Warrants may elect to be issued up to 75,000,000 Class A Ordinary Shares upon the zero exercise price option. " (added text in bold and underlined)
Please contact me at +852-3923 1187, Joan S. Guilfoyle at +1 (202) 524 8467 or Benjamin Yao at +852-3923 1154 if you would like additional information with respect to any of the foregoing. Thank you.
Sincerely,
/s/ Henry Yin
Show Raw Text
CORRESP 1 filename1.htm Loeb & Loeb LLP 2206-19 Jardine House 1 Connaught Place, Central Hong Kong Tel +852 3923 1111 Fax +852 3923 1100 Email HongKong@loeb.com 樂博律師事務所有限法律責任合夥 香港中環康樂廣場 1 號 怡和大廈 2206-19 室 電話 +852 3923 1111 傳真 +852 3923 1100 電郵 HongKong@loeb.com Via EDGAR June 9, 2025 Kristin Baldwin and Asia Timmons-Pierce Office of Manufacturing Division of Corporation Finance U.S. Securities & Exchange Commission 100 F Street, NE Washington, D.C. 20549 Re: Chanson International Holding Amendment No. 1 to Registration Statement on Form F-1 Filed May 30, 2025 File No. 333-287404 Dear Ms. Baldwin and Ms. Timmons-Pierce: On behalf of our client, Chanson International Holding (the " Company "), we hereby provide a response to the comments issued in a letter dated June 6, 2025 (the " Staff's Letter ") regarding the Company's Amendment No. 2. To Registration Statement on Form F-1 (the " Registration Statement "). Contemporaneously, we are filing an Amendment No. 2 to the Registration Statement via EDGAR (the " Amendment No. 2 "). In order to facilitate the review by the staff of the Securities and Exchange Commission (the " Staff ") of the Amendment No. 2, we have responded, on behalf of the Company, to the comments set forth in the Staff's Letter on a point-by-point basis. The numbered paragraphs set forth below respond to the Staff's comments and correspond to the numbered paragraph in the Staff's Letter. Form F-1/A filed May 30, 2025 Cover Page 1. We note that you are registering 25,000,000 units (the "Units"), consisting of one Class A Ordinary Share, or, in lieu thereof, a pre-funded warrant; one series A warrant to purchase one Class A Ordinary Share; and one series B warrant to purchase one Class A Ordinary Share. Please revise the cover page header and your disclosure on page 16 to reflect the Units. Response: The Company respectfully advises the Staff that the cover page and disclosure on page 16 had been updated to reflect the Units. Page 2 2. Please revise your reference from "zero price exercise" to "zero exercise price" throughout the prospectus. Response: The Company respectfully advises the Staff that reference of "zero price exercise" had been revised and replaced by "zero exercise price" or "zero exercise price option" throughout the prospectus. 3. We note your response to prior comment 1. Please ensure your fee table reflects the number of securities being registered. Response: The Company respectfully advises the Staff that the fee table had been updated and filed to include the following statement: " However, a holder of the Series B Warrants may also effect the zero exercise price option at any time while the Series B Warrants are outstanding. Under the zero exercise price option, the holder of the Series B Warrants, has the right to receive the number of Class A Ordinary Shares as set forth in the applicable Series B Warrant, which will be more than such number of Class A Ordinary Shares that is issuable upon cash exercise or cashless exercise. We do not expect to receive any proceeds from the zero exercise price option of the Series B Warrants because it is highly unlikely that a holder of the Series B Warrants would elect to exercise the Series B Warrants by paying cash or via cashless exercise in lieu of the zero exercise price option. The maximum number of Class A Ordinary Shares issuable under all Series B Warrants (including the zero exercise price option) shall not exceed 75,000,000. As such, holders of the Series B Warrants may elect to be issued up to 75,000,000 Class A Ordinary Shares upon the zero exercise price option. " (added text in bold and underlined) Please contact me at +852-3923 1187, Joan S. Guilfoyle at +1 (202) 524 8467 or Benjamin Yao at +852-3923 1154 if you would like additional information with respect to any of the foregoing. Thank you. Sincerely, /s/ Henry Yin Henry Yin cc: Gang Li, Chief Executive Officer, Chanson International Holding