SEC Comment Letter for BAO Holding Ltd. (BAO) (CIK 0002049184) — Aug 28, 2025
BAO Holding Ltd. (BAO) (CIK 0002049184)
Date: Aug. 28, 2025 · CIK: 0002049184 · Accession: 0000000000-25-009292
AI Filing Summary & Sentiment
File numbers found in text: 333-289723
Letter
August 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 Registration Statement on Form F-1 Filed August 20, 2025 File No. 333-289723 Dear Chan Chun Ying: We have reviewed your registration statement and have the following comment. 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. Registration Statement on Form F-1 Capitalization, page 43 1.We note the revisions here and in the dilution section to reflect the forward split as pro forma. Please tell us when you expect the split to occur. If the split will occur before the effective date of the registration statement, please confirm that all disclosures throughout the filing, including the financial statements, will retroactively reflect the impact of the split on all share and per share amounts. Refer to SAB Topic 4C. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
August 28, 2025 Page 2 Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. 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.
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August 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
Registration Statement on Form F-1
Filed August 20, 2025
File No. 333-289723
Dear Chan Chun Ying:
We have reviewed your registration statement and have the following comment.
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.
Registration Statement on Form F-1
Capitalization, page 43
1.We note the revisions here and in the dilution section to reflect the forward split as pro
forma. Please tell us when you expect the split to occur. If the split will occur before
the effective date of the registration statement, please confirm that all disclosures
throughout the filing, including the financial statements, will retroactively reflect the
impact of the split on all share and per share amounts. Refer to SAB Topic 4C.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
August 28, 2025
Page 2
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
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.