SEC Company Response from BAO Holding Ltd. (BAO) (CIK 0002049184) — Sep 30, 2025
BAO Holding Ltd. (BAO) (CIK 0002049184)
Date: Sept. 30, 2025 · CIK: 0002049184 · Accession: 0001493152-25-016322
AI Filing Summary & Sentiment
File numbers found in text: 333-289723
Letter
Via EDGAR Division of Corporation Finance Office of Technology Re: BAO Holding Limited Amendment No. 2 to Registration Statement on Form F-1 Filed September 23, 2025 File No. 333-289723
Dear Ms. Ishmukhamedova and Mr. Austin:
On behalf of BAO Holding Limited (the “Company”), we have set forth below responses to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”) contained in its letter of September 29, 2025 with respect to the Company’s Registration Statement on Form F-1 (the “Form F-1”) as noted above.
For your convenience, the text of the Staff’s comments is set forth below in bold, followed in each case by the Company’s responses. Please note that all references to page numbers in the responses are references to the page numbers in the Amendment No.3 to Form F-1 (the “F-1/A3”) submitted concurrently with the submission of this letter in response to the Staff’s 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.
Response: In response to the Staff’s comment, we added risk factor disclosure on the cover page and page 41 of the F-1/A3 to address the potential effects that these proposed listing standards could have on our ability to list on the Nasdaq Capital Market.
We trust that the above is responsive to your comments.
Should you have any questions relating to the foregoing or wish to discuss any aspect of the Company’s filing, please contact me at 646-838-1310.
Sincerely,
/s/ Darrin
M. Ocasio, Esq.
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CORRESP
1
filename1.htm
September
30, 2025
Via
EDGAR
U.S.
Securities and Exchange Commission
Division
of Corporation Finance
Office
of Technology
100
F Street, N.E.
Washington,
D.C. 20549
Attn:
Ms. Aliya
Ishmukhamedova / Mr. Mitchell Austin
Re:
BAO Holding Limited
Amendment No. 2 to Registration
Statement on Form F-1
Filed
September 23, 2025
File
No. 333-289723
Dear
Ms. Ishmukhamedova and Mr. Austin:
On
behalf of BAO Holding Limited (the “Company”), we have set forth below responses to the comments of the staff (the
“Staff”) of the Securities and Exchange Commission (the “SEC”) contained in its letter of September
29, 2025 with respect to the Company’s Registration Statement on Form F-1 (the “Form F-1”) as noted above.
For
your convenience, the text of the Staff’s comments is set forth below in bold, followed in each case by the Company’s responses.
Please note that all references to page numbers in the responses are references to the page numbers in the Amendment No.3 to Form F-1
(the “F-1/A3”) submitted concurrently with the submission of this letter in response to the Staff’s 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.
Response:
In response to the Staff’s comment, we added risk factor disclosure on the cover page and page 41 of the F-1/A3 to address the
potential effects that these proposed listing standards could have on our ability to list on the Nasdaq Capital Market.
We
trust that the above is responsive to your comments.
Should
you have any questions relating to the foregoing or wish to discuss any aspect of the Company’s filing, please contact me at 646-838-1310.
Sincerely,
/s/ Darrin
M. Ocasio, Esq.
Darrin M. Ocasio, Esq.
Sichenzia Ross Ference
Carmel LLP