SEC Company Response from BAO Holding Ltd. (BAO) (CIK 0002049184) — Aug 20, 2025
BAO Holding Ltd. (BAO) (CIK 0002049184)
Date: Aug. 20, 2025 · CIK: 0002049184 · Accession: 0001641172-25-024939
AI Filing Summary & Sentiment
Letter
Via EDGAR Division of Corporation Finance Office of Technology Ms. Aliya Ishmukhamedova / Mr. Mitchell Austin Re: BAO Holding Limited Amendment No. 3 to Draft Registration Statement on Form F-1 CIK No. 0002049184
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 July 28, 2025 with respect to the Company’s Draft 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 Form F-1 (the “F-1”) submitted concurrently with the submission of this letter in response to the Staff’s 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.
Response: In response to the Staff’s comment, we have revised the disclosure accordingly.
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.
Response: In response to the Staff’s comment, we have revised the disclosure accordingly.
AVENUE OF THE AMERICAS | 31ST FLOOR | NEW YORK, NY | 10036
T (212) 930-9700 | F (212) 930-9725 | WWW.SRFC.LAW
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.
Response: In response to the Staff’s comment, we have refiled exhibits 10.18-10.21 in a text-searchable format with the F-1.
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
August
20, 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. 3 to Draft Registration Statement on
Form F-1
CIK No. 0002049184
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 July
28, 2025 with respect to the Company’s Draft 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 Form F-1 (the “F-1”)
submitted concurrently with the submission of this letter in response to the Staff’s 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.
Response:
In response to the Staff’s comment, we have revised the disclosure accordingly.
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.
Response:
In response to the Staff’s comment, we have revised the disclosure accordingly.
1185
AVENUE OF THE AMERICAS | 31ST FLOOR | NEW YORK, NY | 10036
T (212) 930-9700 | F (212) 930-9725 | WWW.SRFC.LAW
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.
Response:
In response to the Staff’s comment, we have refiled exhibits 10.18-10.21 in a text-searchable format with the F-1.
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