SEC Comment Letter 0000000000-24-009641 to Baird Medical Investment Holdings Ltd (BDMD) (CIK 0001982444) (BDMD)
Baird Medical Investment Holdings Ltd (BDMD) (CIK 0001982444)
Date: Aug. 22, 2024 · CIK: 0001982444 · Accession: 0000000000-24-009641
AI Filing Summary & Sentiment
File numbers found in text: 333-274114
Letter
August 22, 2024 Haimei Wu Chief Executive Officer Baird Medical Investment Holdings Limited Room 202, 2/F, Baide Building, Building 11, No.15 Rongtong Street, Yuexiu District, Guangzhou, People's Republic of China Re:Baird Medical Investment Holdings Limited Amendment No. 6 to Registration Statement on Form F-4 Filed August 12, 2024 File No. 333-274114 Dear Haimei Wu: We have reviewed your amended registration statement and have the following comments. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments. Unless we note otherwise, any references to prior comments are to comments in our August 1, 2024 letter. Amendment No. 6 to Form F-4 filed August 12, 2024 Material U.S. Federal Income Tax Considerations, page 236 1.We continue to note your disclosure that “[t]he surrender by a U.S. holder of the shares of Common Stock in exchange for the PubCo Ordinary Shares pursuant to the Merger, when taken together with the Share Contribution and PIPE Investment, is expected to qualify as a non-recognition transaction pursuant to Section 351(a) of the Code.” Please revise to clearly state the material tax consequences of the Merger and make clear whether the parties expect the Merger to be tax-free to U.S. holders. Please also amend your disclosure to include the tax consequences of all of the transactions covered by this proxy/registration statement, including the Second Merger. See Item 4(a)(6) of Form F-4. Exhibits We note your statement at the top of the first page of Exhibit 99.10 stating that certain 2.
August 22, 2024 Page 2 information has been redacted because it is both not material and the type of information that the company treats as private or confidential. Please revise your Exhibit index to disclose that certain of such exhibit has been omitted pursuant to Item 601 of Regulation S-K. General 3.Your disclosures currently take into account a PIPE Investment. Please revise the disclosure to discuss the key terms of any PIPE Investment. To the extent that negotiation and marketing processes for a PIPE are ongoing, please disclose material details of those processes, including who selected the potential PIPE investors, the relationships the PIPE investors have to ExcelFin, the Sponsor, Baird Medical and their affiliates, and the placement agent and how the terms of the PIPE transaction were determined, as applicable. Please contact Nudrat Salik at 202-551-3692 or Al Pavot at 202-551-3738 if you have questions regarding comments on the financial statements and related matters. Please contact Jane Park at 202-551-7439 or Lauren Nguyen at 202-551-3642 with any other questions. Sincerely, Division of Corporation Finance Office of Industrial Applications and Services cc:Stephen Leitzell, Esq.
Show Raw Text
August 22, 2024
Haimei Wu
Chief Executive Officer
Baird Medical Investment Holdings Limited
Room 202, 2/F, Baide Building, Building 11, No.15
Rongtong Street, Yuexiu District, Guangzhou, People's Republic of China
Re:Baird Medical Investment Holdings Limited
Amendment No. 6 to Registration Statement on Form F-4
Filed August 12, 2024
File No. 333-274114
Dear Haimei Wu:
We have reviewed your amended registration statement and have the following
comments.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our August 1, 2024 letter.
Amendment No. 6 to Form F-4 filed August 12, 2024
Material U.S. Federal Income Tax Considerations, page 236
1.We continue to note your disclosure that “[t]he surrender by a U.S. holder of the shares of
Common Stock in exchange for the PubCo Ordinary Shares pursuant to the Merger, when
taken together with the Share Contribution and PIPE Investment, is expected to qualify as
a non-recognition transaction pursuant to Section 351(a) of the Code.” Please revise to
clearly state the material tax consequences of the Merger and make clear whether the
parties expect the Merger to be tax-free to U.S. holders. Please also amend your
disclosure to include the tax consequences of all of the transactions covered by this
proxy/registration statement, including the Second Merger. See Item 4(a)(6) of Form F-4.
Exhibits
We note your statement at the top of the first page of Exhibit 99.10 stating that certain 2.
August 22, 2024
Page 2
information has been redacted because it is both not material and the type of information
that the company treats as private or confidential. Please revise your Exhibit index to
disclose that certain of such exhibit has been omitted pursuant to Item 601 of Regulation
S-K.
General
3.Your disclosures currently take into account a PIPE Investment. Please revise the
disclosure to discuss the key terms of any PIPE Investment. To the extent that negotiation
and marketing processes for a PIPE are ongoing, please disclose material details of those
processes, including who selected the potential PIPE investors, the relationships the PIPE
investors have to ExcelFin, the Sponsor, Baird Medical and their affiliates, and the
placement agent and how the terms of the PIPE transaction were determined, as
applicable.
Please contact Nudrat Salik at 202-551-3692 or Al Pavot at 202-551-3738 if you have
questions regarding comments on the financial statements and related matters. Please contact
Jane Park at 202-551-7439 or Lauren Nguyen at 202-551-3642 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:Stephen Leitzell, Esq.