SEC Company Response from BAO Holding Ltd. (BAO) (CIK 0002049184) — Sep 5, 2025
BAO Holding Ltd. (BAO) (CIK 0002049184)
Date: Sept. 5, 2025 · CIK: 0002049184 · Accession: 0001641172-25-026682
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 Registration Statement on Form F-1 Filed August 20, 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 August 28, 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.1 to Form F-1 (the “F-1/A1”) submitted concurrently with the submission of this letter in response to the Staff’s 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.
Response: In response to the Staff’s comment, we have revised the Form F-1 to disclose the subscription and allotment of shares on pro rata basis to all shareholders has been taken place on September 2, 2025 (which effectively a “forward split” that maintains the shareholding) and confirm that all disclosures throughout the F-1/A1, including the financial statements, have retroactively reflected the impact of the split on all share and per share amounts.
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
5, 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
Registration
Statement on Form F-1
Filed
August 20, 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 August
28, 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.1 to Form F-1
(the “F-1/A1”) submitted concurrently with the submission of this letter in response to the Staff’s 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.
Response:
In response to the Staff’s comment, we have revised the Form F-1 to disclose the subscription and allotment of shares on pro rata
basis to all shareholders has been taken place on September 2, 2025 (which effectively a “forward split” that maintains the
shareholding) and confirm that all disclosures throughout the F-1/A1, including the financial statements, have retroactively reflected
the impact of the split on all share and per share amounts.
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