SEC Comment Letter for BAO Holding Ltd. (BAO) (CIK 0002049184) — Sep 29, 2025
BAO Holding Ltd. (BAO) (CIK 0002049184)
Date: Sept. 29, 2025 · CIK: 0002049184 · Accession: 0000000000-25-010565
AI Filing Summary & Sentiment
File numbers found in text: 333-289723
Letter
September 29, 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. 2 to Registration Statement on Form F-1 Filed September 23, 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. Amendment No. 2 to Registration Statement on Form F-1 General 1.We note that on September 4, 2025, The Nasdaq Stock Market filed with the SEC a proposed rule change to modify certain initial and continued listing standards that would, among other things, require companies principally operating in China, including Hong Kong and Macau, to raise at least $25 million in an initial public offering to list on Nasdaq. Please revise to include risk factor disclosure addressing the potential effects these proposed listing standards could have on your ability to list on the Nasdaq Capital Market.
September 29, 2025 Page 2 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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September 29, 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. 2 to Registration Statement on Form F-1
Filed September 23, 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.
Amendment No. 2 to Registration Statement on Form F-1
General
1.We note that on September 4, 2025, The Nasdaq Stock Market filed with the SEC a
proposed rule change to modify certain initial and continued listing standards that
would, among other things, require companies principally operating in China,
including Hong Kong and Macau, to raise at least $25 million in an initial public
offering to list on Nasdaq. Please revise to include risk factor disclosure addressing
the potential effects these proposed listing standards could have on your ability to list
on the Nasdaq Capital Market.
September 29, 2025
Page 2
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.