SecProbe.io

United States securities and exchange commission logo
April 15, 2024
Raymond Wai Man Cheung
Chief Executive Officer
Basel Medical Group Ltd
6 Napier Road
Unit #02-10/11 Gleneagles Medical Centre
Singapore 258499
Re:Basel Medical Group Ltd
Amendment No. 1 to
Draft Registration Statement on Form F-1
Submitted March 18, 2024
CIK No. 0002004489
Dear Raymond Wai Man Cheung:
            We have reviewed your draft registration statement and have the following comments.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. 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 the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional comments.
Amendment No. 1 to Draft Registration Statement on Form F-1 submitted March 18, 2024
Cover Page
1.We note your disclosure on the cover page and Summary that you expect that you will be
a controlled company following the completion of the offering. Please include risk factor
disclosure that discusses the effect, risks and uncertainties of being designated a controlled
company, including but not limited to, the result that you may elect not to comply with
certain corporate governance requirements.
Prospectus Summary, page 1
2.Please revise to clarify when Basel Medical was incorporated in the British Virgin Islands.
We note your disclosure on page 3 that your founder started practicing in Singapore in
2001 and your first clinic was set up and incorporated in 2004. We also note your

 FirstName LastNameRaymond Wai Man Cheung
 Comapany NameBasel Medical Group Ltd
 April 15, 2024 Page 2
 FirstName LastNameRaymond Wai Man Cheung
Basel Medical Group Ltd
April 15, 2024
Page 2
disclosure on page 31 that Basel Medical was incorporated on August 10, 2023 as part of
your Group’s corporate reorganization to prepare for this listing.
3.We note your prominent disclosure in the Summary of your plans to provide medical
services to patients across Singapore “and beyond” and that you plan to expand
geographically “across the region.” Please balance your disclosure to clarify, if true, that
your business strategy is to expand in neighboring places within the Asian region, such as
Malaysia. We refer to your disclosure on page 57.
Risk Factors
Increase in operating costs, namely lease rental rates and risk of relocation, may cause disruption
to our business operations, page 14
4.We note your previous disclosure that you "are not dependent on any lease or other direct
agreements with Gleneagles Medical Centre," although you utilize their
facilities. However, in a subsequent risk factor you state you "lease the premises of [y]our
existing clinics," which are located at the Gleneagles Medical Centre. In your first
disclosure, please revise to clarify that you are dependent on your leases at Gleneagles
Medical Centre with certain landlords.
We face potential risks associated with the handling of personal information and medical data,
page 15
5.We note that you rely on computer systems and network infrastructure to collect, process,
and store sensitive and confidential data. Please disclose any potential or successful
breaches, human errors, or similar events that have created an adverse cybersecurity event,
or state that there have been no such events to date. Please also include any steps towards
mitigating such risks the company has considered or taken.
We may not have adequate insurance coverage in place, page 17
6.Please revise to clarify whether your practice, including the medical practitioners and any
other practice providers, maintains professional malpractice insurance.
Special Note Regarding Forward-Looking Statements and Industry Data, page 28
7.We note your disclosure here and on pages 7, 38, and 46 that investors “should not place
undue reliance” on forward-looking statements in your registration statement. Please
revise these statements to remove any implication that investors are not entitled to rely on
disclosure in your registration statement.
Use of Proceeds, page 29
8.We note that you plan to use approximately 50% of the net proceeds from this offering for
potential mergers and acquisitions. Please tell us whether there are any current planned
acquisitions and your consideration of whether they are probable. Refer to Item 4b of Part
I of Form F-1, which further refers to information required by Rule 3-05 and Article 11 of

 FirstName LastNameRaymond Wai Man Cheung
 Comapany NameBasel Medical Group Ltd
 April 15, 2024 Page 3
 FirstName LastNameRaymond Wai Man Cheung
Basel Medical Group Ltd
April 15, 2024
Page 3
Regulation S-X. Please also note the disclosure requirements of Item 3B of Part I of Form
20-F if net proceeds may or will be used to finance acquisitions of other businesses.
9.Please revise this section to provide more specific detail regarding the use of the funds to
be allocated to business expansion. See Item 3.C of Form 20-F.
Capitalization, page 31, page 31
10.Pursuant to Item 3B of Part I of the Form 20-F, please also include indebtedness in your
Capitalization Table.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Review of Results of Operations, page 41
11.We note the decrease in revenue was attributable to lower patient count recorded for the
clinics. Please revise your disclosure to describe the reason for the lower patient count.
Industry Overview, page 46
12.We note your disclosure on page 49 that the global sports medicine market size was
valued at $8,520 million in 2020 and is projected to reach $12,862 million by 2030. Please
balance your disclosure by disclosing the total addressable market in Singapore and the
US that represents the types of sports medicine services that you provide to your patients.
Business, page 52
13.We note your disclosure on page 52 that your "clinics have been selected by several
insurance providers as preferred medical care providers and [y]our clinics are mostly
MediSave accredited," where your patients can submit their MediSave or Integrated
Shield Plan claims through your clinics. You also disclose that your patients are either
walk-in patients, employees of corporate clients or policyholders of insurance companies.
To provide context for investors about your business model and operations, including the
relevant risks, please disclose, for the financial periods presented, the percentage of your
revenue attributable to insurance payments compared to client self-payments. Please also
clarify whether you have entered into any long-term contracts with insurance providers or
payors, such as MediSave or Integrated Shield Plan, and if so, please expand your
disclosure to provide a brief description of the material terms of such long-term contracts,
including when you began accepting insurance payments from your patients.
14.We note your disclosure on pages 38 that you are “one of the top medical specialist
providers in Singapore” with an “established brand name” and references on page 54 to
your “best-in-class treatments and services” and “market-leading position” on page 57.
For all statements throughout the registration statement regarding industry leadership,
please substantiate your claims or remove such statements. In addition, where you
disclose on page 54 that you have a “deep bench of medical practitioners,” please briefly
describe how you measured and compared against other companies.

 FirstName LastNameRaymond Wai Man Cheung
 Comapany NameBasel Medical Group Ltd
 April 15, 2024 Page 4
 FirstName LastNameRaymond Wai Man Cheung
Basel Medical Group Ltd
April 15, 2024
Page 4
15.We note your disclosure on page 46 and elsewhere in the registration statement that the
orthopedic market in Singapore is expected to be driven by key factors, such as the aging
population, and that elderly healthcare support has “always been one of the main agenda
of the Singapore government.” You also state on page 55 that your Group is “strategically
positioned” to meet this growing demand for musculoskeletal medical services. Please
expand your disclosure in this section to disclose the proportion of your current patient
database that constitute elderly patients.
We have a highly scalable corporate infrastructure..., page 54
16.We note your disclosure on page 54 that “your shareholders bring with them a strong
global network” that provides access to capital, potential partnerships, collaborations and
market expansion opportunities on a global scale. Please clarify the current status of
discussions and negotiations regarding any partnerships or collaborations. To the extent
that negotiation regarding any such partnership or collaboration are ongoing, please
disclose material details of those processes and what relationships you have to any such
potential partners.
Our Growth Prospectus, page 55
17.We note your disclosure on page 55 that the global orthopedic devices market is projected
to reach $48.1 billion by 2027 from $36.3 billion in 2022. Please describe what is meant
by “global orthopedic devices market,” clarify whether you develop or manufacture any
orthopedic devices, and expand your disclosure throughout the registration statement to
discuss the types of orthopedic devices that you provide. Please also revise to include the
addressable market for orthopedic treatments in Singapore and Asia, including any
orthopedic devices.
Our Business Model, page 57
18.We note your disclosure on page 58 that your SKS and SKC group entities are “currently
dormant.” Please clarify whether these entities relate to Singapore Knee, Sports and
Orthopaedic Services Pte. Ltd. and Singapore Knee, Sports and Orthopaedic Clinic Pte.
Ltd., respectively, and if so, please provide additional detail regarding the status of these
entities, including the purpose for which the entities were created, whether they conducted
any operations to date, the scope of their activities, and why and when they were closed
and your future plans for these practices. Please revise your disclosure elsewhere in the
registration statement, including the organizational structures, as applicable.
Our Corporate Clients, page 66
19.We note your disclosure on page 54 and elsewhere in the registration statement that your
corporate client base underpins your business model and contributed approximately 25%
of your revenue in the fiscal year ended June 30, 2023. You also disclose that 1,400
patients were referred to by its corporate clients, 1,389 of which were onboarded in the

 FirstName LastNameRaymond Wai Man Cheung
 Comapany NameBasel Medical Group Ltd
 April 15, 2024 Page 5
 FirstName LastName
Raymond Wai Man Cheung
Basel Medical Group Ltd
April 15, 2024
Page 5
last two fiscal years. Please expand your disclosure relating to your corporate clients. By
way of example only, please clarify whether your ten largest customers include any of
your corporate clients and address whether your business is dependent on a concentrated
number of corporate clients. Please revise to also include relevant risk factor disclosure.
20.You disclose that you have entered into arrangements with certain corporate clients with
perpetual terms, subject to periodic renewal or notice periods. Please expand your
disclosure relating to the long-term agreements you have entered into and file such
agreements as exhibits to the registration statement or provide us with an analysis
supporting a determination that you are not required to file them as exhibits. See
Instructions to Exhibits Section 4 of Form 20-F.
Our Medical Practitioners, page 66
21.We note your disclosure relating to your four medical practitioners’ credentials,
experience and expertise. Please revise to disclose when each practitioner joined your
practice. We also refer to your disclosure on page 52 that your group of medical
practitioners consists of three orthopedic specialists and one neurosurgery specialist.
Please clarify whether each of the three orthopedic doctors provide specific sub-specialties
or services within the practice, which offers a range of orthopedic, trauma, sports
medicine treatments and services.
Competition, page 68
22.We note your disclosure that there are certain other corporate groups in Singapore offering
orthopedic treatments, including listed companies, as well as small and medium
enterprises. Please revise to identify your key competitors and clarify whether any of your
competitors have also been offering similar private orthopedic and physiotherapy services
for twenty or more years in the Singapore market.
Our Patients and Clients, page 68
23.Please expand your disclosure to provide a breakdown of your revenues based on the type
of services provided, such as sports medicine, trauma, and neurosurgical services.
Intellectual Property, page 70
24.We note your disclosure on page 7 that your business relies on the “recognition of [y]our
brand names and trademarks” and that your intellectual property rights primarily comprise
of registered trademarks. Please revise to clarify whether you have trademark protection
for your brand names in each market in which you operate clinics and expand your
disclosure relating to your registered trademarks, including the number of trademarks,
when you obtained such trademarks, and the jurisdictions in which you registered such
trademarks. Please also revise your risk factor disclosure on page 13 accordingly.

 FirstName LastNameRaymond Wai Man Cheung
 Comapany NameBasel Medical Group Ltd
 April 15, 2024 Page 6
 FirstName LastName
Raymond Wai Man Cheung
Basel Medical Group Ltd
April 15, 2024
Page 6
Properties, page 70
25.We note your disclosure on page 83 relating to your lease agreement with Kevin Yip that
expires on June 30, 2024 and a premises sharing agreement dated July 1, 2023 with
Joanna Lin Medical Services Pte. Ltd. We also refer to the Tenancy Agreement you
entered into with Chan Orthopaedic Clinic Pte Ltd. that expires on August 17, 2024 filed
as Exhibit 10.12 to the registration statement. Please revise your disclosure in this section
to disclose the key terms of each agreement and disclose whether you plan to renew such
agreements, as applicable. Please also file the premises sharing agreement with Joanna
Lin Medical Services Pte. Ltd. as an exhibit to the registration statement or explain to us
why you are not required to do so. See Instructions to Exhibits Section 4(b)(iv) of Form
20-F.
Licenses, Permits and Approvals, page 71
26.We note that three of your licenses for non-ionizing and ionizing radiation irradiating
apparatuses are expiring in 2024. Please clarify the status of such licenses, including the
expiration date for each such license. Please discuss the impact on your business of such
expiry and/or pending expiry of the licenses.
Directors and Executive Officers, page 76
27.For each of Raymond Wai Man Cheung and Jianing Lu, please disclose the specific skills,
qualifications and attributes that led you to the conclusion that such person should serve as
your director. Refer to Item 6.A. of Form 20-F.
Employment Agreements and Director Agreements, page 77
28.We note your disclosure that you have entered in employment agreement with each of
your executive officers. Please expand your disclose to include a summary of the material
terms of these agreements. Please also file the agreements as exhibits to the registration
statement or tell us why you believe you are not required to do so. Refer to Instructions to
Exhibits Section 4(c) of Form 20-F.
U.S. Federal Income Tax Considerations, page 97
29.Please revise the heading of this section as well as the introductory paragraph to clarify
that the discussion is of the material tax consequences. Please refer to Secti