SEC Comment Letter for BAO Holding Ltd. (BAO) (CIK 0002049184) — Sep 9, 2025
BAO Holding Ltd. (BAO) (CIK 0002049184)
Date: Sept. 9, 2025 · CIK: 0002049184 · Accession: 0000000000-25-009730
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-289723
Letter
September 9, 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. 1 to Registration Statement on Form F-1 Filed September 5, 2025 File No. 333-289723 Dear Chan Chun Ying: We have reviewed your amended 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. Unless we note otherwise, any references to prior comments are to comments in our August 28, 2025 letter. Amendment No. 1 to Registration Statement on Form F-1 Consolidated Financial Statements Note 16. Equity, page F-22 Your revised disclosure in response to prior comment 1 refers to Class A share issuances to specific shareholders and Class B subscription "for cash at par" to implement a forward stock split. Elsewhere, such as in Note 6 you disclose the allotment and issuance of shares at par value. Please revise to clarify whether cash was involved in effecting the stock split and disclose the split ratio used to retrospectively adjust share count and per share amounts. In addition, tell us why the 1.
September 9, 2025 Page 2 HKD amounts for Class A and B ordinary shares and Shares subscription receivable on the Statements of Financial Position have changed. Refer to ASC 505-20-25-4. 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.
Show Raw Text
September 9, 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. 1 to Registration Statement on Form F-1
Filed September 5, 2025
File No. 333-289723
Dear Chan Chun Ying:
We have reviewed your amended 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. Unless we note
otherwise, any references to prior comments are to comments in our August 28, 2025 letter.
Amendment No. 1 to Registration Statement on Form F-1
Consolidated Financial Statements
Note 16. Equity, page F-22
Your revised disclosure in response to prior comment 1 refers to Class A share
issuances to specific shareholders and Class B subscription "for cash at par" to
implement a forward stock split. Elsewhere, such as in Note 6 you disclose the
allotment and issuance of shares at par value. Please revise to clarify whether cash
was involved in effecting the stock split and disclose the split ratio used to
retrospectively adjust share count and per share amounts. In addition, tell us why the 1.
September 9, 2025
Page 2
HKD amounts for Class A and B ordinary shares and Shares subscription receivable
on the Statements of Financial Position have changed. Refer to ASC 505-20-25-4.
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.