SEC Comment Letter for BILLION GROUP HOLDINGS Ltd (BGHL) (CIK 0002069821) — Sep 24, 2025
BILLION GROUP HOLDINGS Ltd (BGHL) (CIK 0002069821)
Date: Sept. 24, 2025 · CIK: 0002069821 · Accession: 0000000000-25-010412
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-289934
Letter
September 24, 2025 Chan Bun Chief Executive Officer Billion Group Holdings Limited Unit 502, 20-20A Chung Ying Building Connaught Road West Sheung Wan, Hong Kong Re:Billion Group Holdings Limited Amendment No. 3 to Registration Statement on Form F-1 Filed September 22, 2025 File No. 333-289934 Dear Chan Bun: 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 September 18, 2025 letter. Amendment No. 3 to Registration Statement on Form F-1 filed September 22, 2025 We face risks related to Nasdaq’s proposed rule on $25 million dollar minimum offering size, page 20 We note your response to prior comment 3. It appears that you have 500 million shares authorized and the disclosure on pages 4 and II-1 indicates that your remaining seven shareholders (other than Billion Fortune Overseas Limited and Boss Plan Limited) have recently acquired shares at a price of $0.0001 per share prior to this offering. Please revise the disclosure in this risk factor and where appropriate to further clarify in quantitative and qualitative terms that the amount of your 1.
September 24, 2025 Page 2 outstanding securities and additional issuances of your authorized securities may cause dilution and/or volatility or have other material impacts on the market for your securities after this offering. As a non-exclusive example, clarify the potential these securities may have on your ability to maintain a listing on the Nasdaq Capital Market. Please contact Andi Carpenter at 202-551-3645 or Claire Erlanger at 202-551-3301 if you have questions regarding comments on the financial statements and related matters. Please contact Thomas Jones at 202-551-3602 or Jay Ingram at 202-551-3397 with any other questions. Sincerely, Division of Corporation Finance Office of Manufacturing cc:Kyle Leung
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September 24, 2025
Chan Bun
Chief Executive Officer
Billion Group Holdings Limited
Unit 502, 20-20A
Chung Ying Building
Connaught Road West
Sheung Wan, Hong Kong
Re:Billion Group Holdings Limited
Amendment No. 3 to Registration Statement on Form F-1
Filed September 22, 2025
File No. 333-289934
Dear Chan Bun:
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 September 18,
2025 letter.
Amendment No. 3 to Registration Statement on Form F-1 filed September 22, 2025
We face risks related to Nasdaq’s proposed rule on $25 million dollar minimum offering size,
page 20
We note your response to prior comment 3. It appears that you have 500 million
shares authorized and the disclosure on pages 4 and II-1 indicates that your remaining
seven shareholders (other than Billion Fortune Overseas Limited and Boss Plan
Limited) have recently acquired shares at a price of $0.0001 per share prior to this
offering. Please revise the disclosure in this risk factor and where appropriate to
further clarify in quantitative and qualitative terms that the amount of your 1.
September 24, 2025
Page 2
outstanding securities and additional issuances of your authorized securities may
cause dilution and/or volatility or have other material impacts on the market for your
securities after this offering. As a non-exclusive example, clarify the potential these
securities may have on your ability to maintain a listing on the Nasdaq Capital
Market.
Please contact Andi Carpenter at 202-551-3645 or Claire Erlanger at 202-551-3301 if
you have questions regarding comments on the financial statements and related
matters. Please contact Thomas Jones at 202-551-3602 or Jay Ingram at 202-551-3397 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:Kyle Leung