SecProbe.io

January 16, 2025
Andrew Lee
Chairman
BAO Holding Limited
Unit A4, 5/F
Tsing Yi Industrial Centre Phase 1
Nos. 1-33 Cheung Tat Road
Tsing Yi, New Territories
Hong Kong
Re:BAO Holding Limited
Draft Registration Statement on Form F-1
Submitted December 20, 2024
CIK No. 0002049184
Dear Andrew Lee:
            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 F-1
Cover Page
1.Please revise the cover page to disclose that you are a "controlled company" under
Nasdaq listing standards. In this discussion, please disclose that Ever Topmax
Limited, an entity wholly-owned by Mr. Lee, your founder and Chairman, is the
controlling shareholder and disclose the controlling shareholder's total voting power.
Additionally, please include and cross-reference to risk factor disclosure and a longer
discussion of the exemptions available to you as a "controlled company."

January 16, 2025
Page 2
2.We note that you have a dual class structure. Where you describe the rights of your
Class A and Class B ordinary shares on the cover page, please revise to identify this
structure as a dual class structure. Additionally, please revise to disclose the total
voting power controlled by Class B ordinary shares and include a cross-reference to
risk factors discussing material risks related to this dual class structure.
About this Prospectus, page 3
3.You state that “[i]nvestors should not place undue reliance on the facts, statistics and
data contained in this prospectus …[you] do not guarantee the accuracy and
completeness of such information. .. a variety of factors.. could cause results to differ
materially from those expressed in the estimates made by the independent parties and
by [you].” This statement may imply an inappropriate disclaimer of responsibility
with respect to such information. Please either delete this statement or specifically
state that you are liable for such information.
Definitions, page 5
4.We note your disclosure that you exclude Hong Kong and Macau from your definition
of  the “PRC” or “China”. Please revise to remove the exclusion of Hong Kong and
Macau from such definition. Clarify that all the legal and operational risks associated
with having operations in the People’s Republic of China (PRC) also apply to
operations in Hong Kong and Macau. In this regard, ensure that your disclosure does
not narrow risks related to operating in the PRC to mainland China only. Where
appropriate, you may describe PRC law and then explain how law in Hong
Kong differs from PRC law and describe any risks and consequences to the company
associated with those laws.
Prospectus Summary
Transfer of cash to and from our subsidiaries, page 15
5.Please revise this section to quantify any dividends or distributions made to investors.
In this regard, we note your disclosure on the cover page about BoxAO’s dividend on
September 30, 2022.
Risk Factors, page 19
6.We note that Mr. Lee appears to have management, advisory or directorship positions
with other companies and may allocate his time to other businesses. Please include an
appropriately captioned risk factor to discuss, if true, that certain executive officers
serve in their positions on a part-time basis and/or otherwise clarify the number of
hours they have agreed to dedicate to the business affairs of your company. To the
extent material, please also identify and describe any potential conflicts of interest that
exist, or may exist, as a result of your executive officers' outside business
relationships.
We are exposed to risks related to concentration of earnings..., page 22
We note your disclosure here that “For the year ended June 30, 2023, two customers
accounted for 60.1% and 25.7% of the Company’s total revenue, respectively. For the
year ended June 30, 2024, four customers accounted for 28.6%, 28.5%, 22.5% and 7.

January 16, 2025
Page 3
12.6% of the Company’s total revenue, respectively.” Please clarify whether your
fiscal year ends on June 30 or March 31 as noted elsewhere in the prospectus. In this
regard, we note that on page F-14 you report the same numbers but for the period
ended March 31.
Use of proceeds, page 42
8.You state that approximately 25% of net proceeds will be used for acquisitions. Please
revise to clarify whether you have any current plans, commitments or understandings
to acquire complementary businesses, assets and technologies. Refer to Item 3.C of
Form 20-F.
Dilution, page 45
9.We note that you disclose the historical US$ net tangible book value per Class A
Ordinary Share as of March 31, 2024. However, we also note that your Capitalization
table and financial statements are presented in HK$. Please consider revising to
also quantify the historical net tangible book value per share in HK$ and to provide a
convenience translation in US$ for the Capitalization table. Also, please ensure that
the dilution reconciliation table is on a per share basis. In this regard, it appears that
the disclosed historical net tangible book value per Class A Ordinary Share of 173,140
is not actually on a per share basis.
Liquidity and Capital Resources, page 49
10.Please revise to state whether as of the most recent balance sheet date, your existing
cash will be sufficient to fund your operations for the next 12 months. To the extent it
will not be sufficient, disclose how long you will be able to continue to fund your
operations using current available cash resources. Refer to Item 5.B of Form 20-F.
Business
Customers and Suppliers, page 63
11.We note that four customers accounted for 28.6%, 28.5%, 22.5% and 12.6% of your
total revenue for the most recently completed fiscal year included in this filing. Please
revise your Business or MD&A section to identify these customers and disclose the
material terms of your material agreements with each of these customers,
including the term, termination provisions and any minimum purchase requirements.
Additionally, please file these material agreements. See Item 601(b)(10) of Regulation
S-K.
12.In order to provide more context to your discussion of customer concentration, please
revise your Business or MD&A section to disclose your total number of customers as
of the end of each fiscal period included in your filing.
We note that three vendors accounted for 32.0%, 25.9% and 16.8% of your total
purchases for the most recently completed fiscal year included in this filing. Please
revise your Business or MD&A section to identify these vendors and disclose the
material terms of your material agreements with each of these vendors,
including the term, termination provisions and any minimum purchase requirements.
Additionally, please file these material agreements. See Item 601(b)(10) of Regulation 13.

January 16, 2025
Page 4
S-K. Lastly, please consider including a risk factor discussing material risks arising
from this concentration of vendors.
Enforceability of civil liabilities, page 99
14.We note your disclosure here that “the auditors of [y]our Company reside outside the
United States”, which appears to contradict your statement on page 11 that “TAAD is
headquartered in the United States.” Please revise to address the discrepancy or
advise.
Financial Statements for Fiscal Years Ended March 31, 2024 and 2023
Note 1. Nature of business and reorganization, page F-7
15.We note your disclosure regarding the expected reorganization transaction. Please
revise to disclose who owns Boxasone Limited (“BoxAO”) prior to the reorganization
transaction. In this regard, we note on page 51 you disclose that Ever Topmax will
transfer all issued shares of Forever Brand to the company as part of the
reorganization transaction, but do not disclose the individual/entity that will transfer
the entire share capital of BoxAO to Forever Brand.
Note 3. Summary of significant accounting policies
Revenue recognition, page F-9
16.Regarding system development revenues, you disclose that customers are only
obligated to pay to the company when the hardware and software passed the
acceptance tests and that the revenues are recognized at a point in time when the
project completed the acceptance test and ownership is transferred to the customer.
Please revise to reconcile this to your disclosure on page F-12 that billings
are typically based on (i) progress toward completion approved by customers, (ii)
achievement of milestones or (iii) pre-agreed schedules, clarifying whether you have
an enforceable right to payment for performance completed to date for such progress
or achievement of milestones. We also note your risk factor disclosure on page 20 that
if the project does not pass the acceptance tests you may not be able to receive your
"final payment," which suggests you may have a right to receive payments
from interim billings based on progress or milestones. Please tell us how you
considered the guidance in paragraphs 31 - 38 and B83 - B86 of IFRS 15 in
determining the timing of revenue recognition for system development revenues and
the typical time period for system development projects.
Contract assets and contract liabilities, page F-12
17.We note your disclosure that the increase in contract assets is due to a change in the
measure of progress. Please explain what the change in the measure of progress was
and why this resulted in a significant increase in contract assets.
Concentration of Risks, page F-14
You disclose that for the year ended March 31, 2024, four customers accounted for
28.6%, 28.5%, 22.5% and 12.6%, respectively, of the total revenues, and for the year
ended March 31, 2023 two customers accounted for 60.1% and 25.7%, respectively,
of total accounts receivable. Please revise to distinguish your major customers each 18.

January 16, 2025
Page 5
fiscal year by, for example, identifying them as customer A, customer B, customer C,
etc., so as to clarify any changes in your major customers during the periods
presented. In addition, clarify if true that the disclosures regarding the two customers
for the year ended March 31, 2023 relates to revenues. In this regard, we note you also
disclose one significant customer for March 31, 2023 receivables. Finally, revise to
clarify whether the single significant customer in relation to receivables is the same
customer for each period presented. Refer to paragraph 34 of IFRS 8.
General
19.You disclose that you are a smaller reporting company. Please note that a foreign
private issuer is not eligible to use the requirements for smaller reporting companies
unless it uses the forms and rules for domestic issuers. Please revise. Refer to
Instruction 2 to Item 10(f) of Regulation S-K and SEC Release No. 34-88365.
20.We note that the resale prospectus included as a part of this registration statement
currently contains many blanks. Please be advised that we may have comments on this
resale prospectus when these blanks are filled in.
21.Please supplementally provide us with copies of all written communications, as
defined in Rule 405 under the Securities Act, that you, or anyone authorized to do so
on your behalf, present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or not they retain copies of the communications.
            Please contact Joyce Sweeney at 202-551-3449 or Chris Dietz at 202-551-3408 if you
have questions regarding comments on the financial statements and related matters. Please
contact Aliya Ishmukhamedova at 202-551-7519 or Mitchell Austin at 202-551-3574 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Darrin M. Ocasio, Esq.