SEC Comment Letter for BAO Holding Ltd. (BAO) (CIK 0002049184) — Jul 28, 2025
BAO Holding Ltd. (BAO) (CIK 0002049184)
Date: July 28, 2025 · CIK: 0002049184 · Accession: 0000000000-25-007922
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July 28, 2025 Chan Chun Ying Chief Executive Officer 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 Amendment No. 3 to Draft Registration Statement on Form F-1 Submitted July 17, 2025 CIK No. 0002049184 Dear Chan Chun Ying: We have reviewed your amended 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. 3 to Draft Registration Statement on Form F-1 Capitalization, page 43 1.We note that a cash dividend was declared and paid subsequent to March 31, 2025. Please revise to include a column that reflects these transactions, labeled “Pro Forma”, and presented before the As Adjusted column. Such changes should also be reflected in the dilution section.
July 28, 2025 Page 2 Consolidated Financial Statements Note 17 - Subsequent events, page F-22 2.Please revise to specify the date on which the financial statements were issued. In this regard, we note that the date is currently blank. Exhibit Index, page II-4 3.We note that your exhibits 10.18-10.21 have not been filed in a text-searchable format. Please refile these exhibits in a text-searchable format. Please contact 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.
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July 28, 2025
Chan Chun Ying
Chief Executive Officer
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
Amendment No. 3 to Draft Registration Statement on Form F-1
Submitted July 17, 2025
CIK No. 0002049184
Dear Chan Chun Ying:
We have reviewed your amended 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. 3 to Draft Registration Statement on Form F-1
Capitalization, page 43
1.We note that a cash dividend was declared and paid subsequent to March 31, 2025.
Please revise to include a column that reflects these transactions, labeled “Pro Forma”,
and presented before the As Adjusted column. Such changes should also be reflected
in the dilution section.
July 28, 2025
Page 2
Consolidated Financial Statements
Note 17 - Subsequent events, page F-22
2.Please revise to specify the date on which the financial statements were issued. In this
regard, we note that the date is currently blank.
Exhibit Index, page II-4
3.We note that your exhibits 10.18-10.21 have not been filed in a text-searchable
format. Please refile these exhibits in a text-searchable format.
Please contact 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.