Correspondence 0001213900-24-077091 from Baiya International Group Inc. (BIYA) (CIK 0001944712) (BIYA)
Baiya International Group Inc. (BIYA) (CIK 0001944712)
Date: Sept. 9, 2024 · CIK: 0001944712 · Accession: 0001213900-24-077091
AI Filing Summary & Sentiment
File numbers found in text: 333-275232
Referenced dates: August 27, 2024
Letter
Via EDGAR Division of Corporation Finance Office of Trade & Services Re: Baiya International Group Inc. Amendment No. 1 to Registration Statement on Form F-1 Filed August 1, 2024 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 August 27, 2024, 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.
Amendment No. 1 to Registration Statement on Form F-1 filed August 1, 2024
Capitalization, page 70
1. The amount of actual long-term liabilities (including current and non-current portion) as of December 31, 2023 of $413,156 presented here does not appear to agree with the amount presented on the balance sheet on page F-3. Please advise or revise as appropriate.
RESPONSE: In response to the Staff’s comments, the Company respectfully advises the Staff that in the balance sheet on page F-3, total loan payables of $711,585 includes current loan payables of $623,878 and non-current loan payables of $87,707. The current loan payables of $623,878 consisted of short-term loans with maturity date of less than one year of $298,429, and current portion of long-term loans with maturity date of more than one year of $325,449. Therefore, long-term debts with maturity date of more than one year were $413,156 (which includes current portion of long-term loans of $325,449 and non-current portion of long-term loan payables of $87,707).
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
September 9, 2024
Page 2
2. You state in note (2) to the table you expect the net proceeds of the offering to be approximately $12.91 million. Please tell us how you computed the net proceeds and the consistency of the computation with expenses associated with the offering disclosed on pages 155, 159 and elsewhere. Ensure consistency of the net proceeds reflected here and in “Dilution.”
RESPONSE: In response to the Staff’s comments, the Company respectfully clarifies that its calculation of net proceeds is as follows:
Without over-allotment option*
Par Value 0.0001
Offering amount $ 12,500,000
Offering shares 2,500,000
Underwriter’s commission (7.5%) 937,500
Additional fees to underwriter** 260,500
Other offering expenses ***
Legal 782,651
Accounting fees and expenses 106,800
Miscellaneous expenses 50,000
Net proceeds $ 10,362,549
* Excludes expenses already paid by the Company and charged to the Company’s expense.
** Consists of 1% of gross proceeds at the closing of the offering for nonaccountable expenses, up to $150,000 accountable expenses, and $150,000 advisory fee; the Company already paid $164,500.
*** Other offering expenses include 1) deferred IPO costs that will be charged to shareholders’ equity upon the completion of the IPO, under (“ASC”) 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A — “Expenses of Offering, 2) anticipated offering expenses that will be incurred for completion of the IPO.
The Company has revised its disclosures on page 155, 159 and on the cover page of the prospectus to reflect such calculations.
3. It appears the shares indicated in note (1) to the table are included in the actual amount at December 31, 2023. Please explain to us why this note is relevant or remove it.
RESPONSE: In response to the Staff’s comments, the Company has revised the capitalization table on page 70 to remove note (1).
4. The amount presented here as total shareholders’ equity does not agree with the amount presented on pages F-3 and F-5 in that the amount here excludes the amount for non-controlling interests. Please revise as appropriate.
RESPONSE: In response to the Staff’s comments, the Company has revised the capitalization table on page 70 to include non-controlling interests’ equity in the amount of $37,922.
LEWIS BRISBOIS BISGAARD & SMITH LLP
www.lewisbrisbois.com
September 9, 2024
Page 3
General
5. We note your written response and your revised disclosures in response to comment 1. However, we reissue our comment as we note changes in your disclosure from your February 14, 2024 filing to your discussion of the legal and operational risk associated with your VIE operations in China through the Contractual Arrangements. 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 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 the disclosures on the Cover Page and other relevant disclosures related to risk factors associated with our VIE’s operating in China, except relevant disclosures made in accordance with legal updates in the PRC subsequent to February 14, 2023.
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
September 9, 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.
Amendment No. 1 to Registration Statement on Form F-1
Filed August 1, 2024
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 August 27, 2024, 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.
Amendment No. 1 to Registration Statement on Form F-1
filed August 1, 2024
Capitalization, page 70
1. The amount of actual long-term liabilities (including current and
non-current portion) as of December 31, 2023 of $413,156 presented here does not appear to agree with the amount presented on the balance
sheet on page F-3. Please advise or revise as appropriate.
RESPONSE: In response to the Staff’s comments, the Company respectfully
advises the Staff that in the balance sheet on page F-3, total loan payables of $711,585 includes current loan payables of $623,878 and
non-current loan payables of $87,707. The current loan payables of $623,878 consisted of short-term loans with maturity date of less than
one year of $298,429, and current portion of long-term loans with maturity date of more than one year of $325,449. Therefore, long-term
debts with maturity date of more than one year were $413,156 (which includes current portion of long-term loans of $325,449 and non-current
portion of long-term loan payables of $87,707).
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
September 9, 2024
Page 2
2. You state in note (2) to the table you expect the
net proceeds of the offering to be approximately $12.91 million. Please tell us how you computed the net proceeds and the consistency
of the computation with expenses associated with the offering disclosed on pages 155, 159 and elsewhere. Ensure consistency of
the net proceeds reflected here and in “Dilution.”
RESPONSE: In response to the Staff’s
comments, the Company respectfully clarifies that its calculation of net proceeds is as follows:
Without
over-allotment
option*
Par Value
0.0001
Offering amount
$ 12,500,000
Offering shares
2,500,000
Underwriter’s commission (7.5%)
937,500
Additional fees to underwriter**
260,500
Other offering expenses ***
Legal
782,651
Accounting fees and expenses
106,800
Miscellaneous expenses
50,000
Net proceeds
$ 10,362,549
*
Excludes expenses already paid by the Company and charged to the Company’s expense.
**
Consists of 1% of gross proceeds at the closing of the offering for nonaccountable expenses, up to $150,000 accountable expenses, and $150,000 advisory fee; the Company already paid $164,500.
***
Other offering expenses include 1) deferred IPO costs that will be charged to shareholders’ equity upon the completion of the IPO, under (“ASC”) 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A — “Expenses of Offering, 2) anticipated offering expenses that will be incurred for completion of the IPO.
The Company has
revised its disclosures on page 155, 159 and on the cover page of the prospectus to reflect such calculations.
3. It appears the shares indicated in note (1) to the table are included in the
actual amount at December 31, 2023. Please explain to us why this note is relevant or remove it.
RESPONSE: In response to the Staff’s
comments, the Company has revised the capitalization table on page 70 to remove note (1).
4. The amount presented here as total shareholders’ equity does not agree with the
amount presented on pages F-3 and F-5 in that the amount here excludes the amount for non-controlling interests. Please revise as appropriate.
RESPONSE: In response to the Staff’s
comments, the Company has revised the capitalization table on page 70 to include non-controlling interests’ equity in the amount
of $37,922.
LEWIS BRISBOIS BISGAARD & SMITH LLP
www.lewisbrisbois.com
September 9, 2024
Page 3
General
5. We note your written response and your revised disclosures in response to comment 1. However, we reissue
our comment as we note changes in your disclosure from your February 14, 2024 filing to your discussion of the legal and operational
risk associated with your VIE operations in China through the Contractual Arrangements. 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 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 the disclosures on the Cover Page and other relevant disclosures related to risk factors
associated with our VIE’s operating in China, except relevant disclosures made in accordance with legal updates in the PRC subsequent
to February 14, 2023.
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