Correspondence 0001013762-24-003591 from Baiya International Group Inc. (BIYA) (CIK 0001944712) (BIYA)
Baiya International Group Inc. (BIYA) (CIK 0001944712)
Date: Aug. 1, 2024 · CIK: 0001944712 · Accession: 0001013762-24-003591
AI Filing Summary & Sentiment
File numbers found in text: 333-275232
Referenced dates: November 29, 2023
Letter
Via EDGAR Division of Corporation Finance Office of Trade & Services Re: Baiya International Group Inc. Registration Statement on Form F-1 Filed October 31, 2023 File No. 333-275232
Dear Sir/Madam:
On behalf of Baiya International Group Inc. (the “Company”), we are responding to the Staff’s comment letter dated November 29, 2023, related to the above referenced Registration Statement on Form F-1.
For ease of reference, we have copied the Staff’s comments in italics as indicated below with the Company’s responses.
Form F-1 filed October 31, 2023
Cover Page
1. We note the changes you made, among others, to your discussion of the legal and operational risk associated with your VIE operations in China through the Contractual Arrangements. It is unclear to us that there have been changes in the regulatory environment in the PRC since the review of your amendment filed on February 14, 2023 warranting revised disclosure to mitigate the challenges you face concerning the impact of the PRC government and related disclosures. The Sample Letters to China- Based Companies sought specific disclosure relating to uncertainties regarding the enforcement of laws and that the rules and regulations in China can change quickly with little advance notice. Please restore your disclosures here and in all other places where you discuss the legal risks of operating in China to the disclosures as they existed in the registration statement as of February 14, 2023.
RESPONSE: In response to the Staff’s comments, the Company has revised and restored its disclosures on the Cover Page and other disclosures related to the legal risks of operating in China, to the extent applicable, as they existed in the registration statement as of February 14, 2023.
ARIZONA ● CALIFORNIA ● COLORADO ● CONNECTICUT ● DELAWARE ● FLORIDA ● GEORGIA ● ILLINOIS ● INDIANA ● KANSAS ● KENTUCKY ● LOUISIANA MARYLAND ● MASSACHUSETTS ● MINNESOTA ● MISSISSIPPI ● MISSOURI ● NEVADA ● NEW JERSEY ● NEW MEXICO ● NEW YORK ● NORTH CAROLINA OHIO ● OREGON ● PENNSYLVANIA ● RHODE ISLAND ● TENNESSEE ● TEXAS ● UTAH ● VIRGINIA ● WASHINGTON ● WASHINGTON D.C. ● WEST VIRGINIA
August 1, 2024
Page 2
2. We note that your PRC legal counsel has advised that you need to file with the CRSC under the New Administrative Rules Regarding Overseas Listings. Please update your disclosure on the status of your filing with the CSRC.
RESPONSE: In response to the Staff’s comments, the Company respectfully advises that the disclosure on Cover Page and pages 13, 41, 55, 12 and 123 have been revised to state that the Company has completed the filing with the CSRC and received approval from the CSRC on June 27, 2024.
In addition, the Company has revised the Registration Statement to include a resale prospectus to be used by selling shareholders of up to 1,500,000 ordinary shares of the Company. Furthermore, the Company has included the updated financial statements dated as of December 31, 2023 and relevant disclosures in the Amendment No. 4 to Draft Registration Statement on Form F-1.
Please contact me at 916-646-8288, or my partner, Daniel B. Eng, at 415-262-8508, with any questions or further comments regarding the Company’s responses to the Staff’s comments.
Very truly
yours,
/s/ John P. Yung
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CORRESP
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filename1.htm
John P. Yung
2020 West El Camino Avenue, Suite 700
Sacramento, California 95833
John.Yung@lewisbrisbois.com
Direct: 916.646.8288
August 1, 2024
Via EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Trade & Services
100 F Street NE
Washington, DC 20549
Re:
Baiya International Group Inc.
Registration Statement on Form F-1
Filed October 31, 2023
File No. 333-275232
Dear Sir/Madam:
On behalf of Baiya International
Group Inc. (the “Company”), we are responding to the Staff’s comment letter dated November 29, 2023, related to the
above referenced Registration Statement on Form F-1.
For ease of reference, we have
copied the Staff’s comments in italics as indicated below with the Company’s responses.
Form F-1 filed October 31, 2023
Cover Page
1. We note the changes you made, among others, to your discussion of the
legal and operational risk associated with your VIE operations in China through the Contractual Arrangements. It is unclear to us that
there have been changes in the regulatory environment in the PRC since the review of your amendment filed on February 14, 2023 warranting
revised disclosure to mitigate the challenges you face concerning the impact of the PRC government and related disclosures. The Sample
Letters to China- Based Companies sought specific disclosure relating to uncertainties regarding the enforcement of laws and that the
rules and regulations in China can change quickly with little advance notice. Please restore your disclosures here and in all other places
where you discuss the legal risks of operating in China to the disclosures as they existed in the registration statement as of February
14, 2023.
RESPONSE: In response to the Staff’s comments, the Company has revised and restored
its disclosures on the Cover Page and other disclosures related to the legal risks of operating in China, to the extent applicable, as they existed in the registration statement as of February 14, 2023.
ARIZONA ● CALIFORNIA ● COLORADO ● CONNECTICUT ● DELAWARE ● FLORIDA ● GEORGIA ● ILLINOIS ● INDIANA ● KANSAS ● KENTUCKY ● LOUISIANA
MARYLAND ●
MASSACHUSETTS ● MINNESOTA ● MISSISSIPPI ● MISSOURI ● NEVADA ● NEW
JERSEY ● NEW MEXICO ● NEW YORK ● NORTH CAROLINA
OHIO ● OREGON ● PENNSYLVANIA ● RHODE
ISLAND ● TENNESSEE ● TEXAS ● UTAH ● VIRGINIA ● WASHINGTON ● WASHINGTON
D.C. ● WEST VIRGINIA
August 1, 2024
Page 2
2. We note that your PRC legal counsel has advised
that you need to file with the CRSC under the New Administrative Rules Regarding Overseas Listings. Please update your disclosure on the
status of your filing with the CSRC.
RESPONSE: In response to the Staff’s comments, the Company respectfully advises that
the disclosure on Cover Page and pages 13, 41, 55, 12 and 123 have been revised to state that the Company has completed the filing with the CSRC and received
approval from the CSRC on June 27, 2024.
In addition, the Company has
revised the Registration Statement to include a resale prospectus to be used by selling shareholders of up to 1,500,000
ordinary shares of the Company. Furthermore, the Company has included the updated financial statements dated as of December 31, 2023 and
relevant disclosures in the Amendment No. 4 to Draft Registration Statement on Form F-1.
Please contact me at 916-646-8288,
or my partner, Daniel B. Eng, at 415-262-8508, with any questions or further comments regarding the Company’s responses to the Staff’s
comments.
Very truly
yours,
/s/ John P. Yung
John P. Yung of
LEWIS BRISBOIS BISGAARD
& SMITH llp
cc:
Weilai Zhang, Chairman of Baiya International Group Inc.
Siyu Yang, CEO of Baiya International Group Inc.
Dian Zhang, CFO of Baiya International Group Inc.
Fang Liu, Partner, VCL Law LLP
LEWIS BRISBOIS BISGAARD & SMITH LLP
www.lewisbrisbois.com