SecProbe.io

November 15, 2024
Xiaohang Wang
Chief Executive Officer
Bodhi Tree Biotechnology Inc
4125 Blackhawk Plaza Circle, Suite 172
Danville, CA 94506
Re:Bodhi Tree Biotechnology Inc
Draft Registration Statement on Form S-1
Submitted October 21, 2024
CIK No. 0002041531
Dear Xiaohang Wang:
            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.
Draft Registration Statement on Form S-1
Cover Page
1.Please revise the cover page to state the offering price of the securities. See
Item 501(b)(3) of Regulation S-K.
2.Please clarify whether having a market maker file an application with FINRA for your
common stock to be eligible for quotation on the Over the Counter Bulletin Board is
contingent to the completion of the offering.
Prospectus Summary, page 1
3.Please expand your disclosure to provide a brief overview of the key aspects of the
offering, including details regarding the private placement which was completed on
August 29, 2024. See the Instruction to Item 503(a) of Regulation S-K.

November 15, 2024
Page 2
Risk Factors
Risks Related to Our Common Stock, page 11
4.We note disclosure that your certificate of incorporation will specify that the Court of
Chancery of the State of Delaware will be the sole and exclusive forum for most legal
actions involving actions brought against you by stockholders. Please disclose
whether this provision applies to actions arising under the Securities Act or Exchange
Act. In that regard, we note that Section 27 of the Exchange Act creates exclusive
federal jurisdiction over all suits brought to enforce any duty or liability created by the
Exchange Act or the rules and regulations thereunder, and Section 22 of the Securities
Act creates concurrent jurisdiction for federal and state courts over all suits brought to
enforce any duty or liability created by the Securities Act or the rules and regulations
thereunder. If the provision applies to Securities Act claims, please revise your risk
factors to state that investors cannot waive compliance with the federal securities laws
and the rules and regulations thereunder. If this provision does not apply to actions
arising under the Securities Act or Exchange Act, please also ensure that the exclusive
forum provision in the governing documents states this clearly or tell us how you will
inform investors in future filings that the provision does not apply to any actions
arising under the Securities Act or Exchange Act.
Determination of Offering Price, page 19
5.Please revise this section to include disclosure that describes the various factors
considered in determining the initial offering price. For instance, clarify how the fixed
price of $0.12 was determined based upon the purchase price per share of your
common stock in the Offering which was completed on August 29, 2024. See
Item 505(a) of Regulation S-K.
Description of Business, page 22
6.We note disclosure elsewhere in your prospectus that you operate in a regulated
environment with constantly evolving legal and regulatory frameworks. Please revise
your disclosure to detail the effect of any existing or probable governmental
regulations on the business. If the Company needs governmental approval of the
principal products or services, please also disclose such here. If you require
governmental approval and have not yet received said approval, please detail the
status of the approval within the process. See Items 101(h)(4)(viii) and (ix),
respectively.
7.You disclose that you are led by a proven and experienced executive management
team. Please provide qualifying disclosure on whether your executive management
team has any experience managing a public company. If not, please provide this
disclosure here and in your risk factors.
8.You state on page 37 that none of the selling shareholders nor any of their respective
affiliates have held a position or office, or had any other material relationship, with
you or any of your predecessors or affiliates. If you have either predecessors or
affiliates, please revise this section to detail the corporate history of the Company.

November 15, 2024
Page 3
9.Please expand your disclosure regarding how your business functions. For example,
you provide you have zero full time employees. Please detail whether you contract out
to design vegetarian recipes, and how the process of ordering functions for consumers.
Detail whether your customer base is primarily individuals, restaurants, other
businesses, or a combination. Additionally, please detail whether this is a
subscription-based business, or whether customers are expected to purchase individual
menus or recipes. If you are focused on a geographic region, or a particular
demographic of customers, please describe such here. If you have not yet determined
a particular subscription process or intended business model, please provide so here,
and revise your risk factors accordingly. Refer to Item 101(h) of Regulation S-K.
Our Development Plan, page 24
10.Please revise this section to more clearly identify your current principal business and
operations versus your intended future operations. Your disclosure should clearly state
the current status of your principal products and services, the steps and costs
necessary to introduce each product to market and your anticipated timeline. Refer
to Item 101(h) of Regulation S-K.
Intellectual Property, page 25
11.We note you are in the process of applying for your trademarks in the United States.
Please revise your disclosure to detail any updates to the application process and to
state the expected duration of any trademarks once received. Refer
to Item 101(h)(4)(vii) of Regulation S-K.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Liquidity, Capital Resources and Going Concern, page 28
12.Please expand your disclosure detailing the Company's ability to generate and obtain
adequate amounts of cash to meet its requirements and its plans for cash in both the
short-term and long-term. Additionally, detail the Company 's material cash
requirements and any material trends, favorable or unfavorable in the Company's
capital resources. See Item 303 of Regulation S-K.
Selling Stockholders, page 37
13.You provide that none of the selling shareholders nor any of their respective affiliates
have held a position or office, or had any other material relationship with you or any
of your predecessors or affiliates. However, it appears Mr. Jonathan Ginsberg is
currently a Director of the Company. Please revise or advise.
Plan of Distribution, page 39
14.We note your disclosure that you hope to have a market maker file an application with
FINRA for your common stock to be eligible for trading on the Over the Counter
Bulletin Board. Please revise here and throughout to clarify that the OTC Bulletin
Board is a quotation service, not an issuer listing service, market or exchange, and that
a market maker, not the company, must file an application to have the company’s
common stock quoted on the OTC Bulletin Board. Discuss the likelihood that the
company will be successful in securing a market maker to do so.

November 15, 2024
Page 4
15.Please provide if the Company has determined to use reasonable efforts to keep
the registration statement effective for sufficient time for the identified shareholders
to sell.
16.We note your disclosure that your selling securityholders may sell their securities
using any method permitted under applicable law. Please confirm your understanding
that the retention by a selling stockholder of an underwriter would constitute a
material change to your plan of distribution requiring a post-effective amendment.
Refer to your undertaking provided pursuant to Item 512(a)(1)(iii) of Regulation S-K.
General
17.We note from your biographies at page 29 that certain of your executives appear to
potentially be located in China. If so, please revise your prospectus to include a
section regarding the enforceability of civil liabilities and a related risk factor.  In
addition to discussing the limitations on investors' ability to effect service of process
and enforce civil liabilities in China as well as the lack of reciprocity and treaties,
please also address the associated costs and time constraints.
18.Please provide us with an analysis of your basis for determining that it is appropriate
to characterize this transaction as a secondary offering, rather than an indirect primary
offering, under Securities Act Rule 415(a)(1)(i). For guidance, please see Question
612.09 of the Securities Act Rules Compliance and Disclosure Interpretations.
            Please contact Nasreen Mohammed at 202-551-3773 or Joel Parker at 202-551-3651
if you have questions regarding comments on the financial statements and related
matters. Please contact Michael Purcell at 202-551-5351 or Liz Packebusch at 202-551-8749
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Cassi Olsen