SEC Company Response from BILLION GROUP HOLDINGS Ltd (BGHL) (CIK 0002069821) — Sep 25, 2025
BILLION GROUP HOLDINGS Ltd (BGHL) (CIK 0002069821)
Date: Sept. 25, 2025 · CIK: 0002069821 · Accession: 0001213900-25-091362
AI Filing Summary & Sentiment
File numbers found in text: 333-289934
Referenced dates: September 24, 2025
Letter
September 25, 2025
Via Edgar
Division of Corporation Finance
Office of Trade & Services
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, D.C., 20549
Attention:
Andi Carpenter
Claire Erlanger
Thomas Jones
Jay Ingram
Re:
Billion Group Holdings Limited
Amendment No. 3 to Registration Statement on Form F-1
Filed September 22, 2025
File No. 333-289934
Ladies and Gentlemen:
On behalf of our client, Billion Group Holdings Limited (the “Company”), a foreign private issuer organized under the laws of the Cayman Islands, we submit to the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) this letter setting forth the Company’s response to the comments contained in the Staff’s letter dated September 24, 2025 on the Company’s Amendment No. 3 to Registration Statement on Form F-1 submitted on September 22, 2025. Concurrently with the submission of this letter, the Company is submitting its revised Amendment No. 4 to Form F-1 Registration Statement (the “Revised Registration Statement” or “Amendment”) and certain exhibits via EDGAR to the Commission.
The Staff’s comments from its letter dated September 24, 2025 are repeated below in bold and followed by the Company’s responses. We have included page numbers to refer to the location in the Revised Registration Statement where the language addressing the comments appears. Capitalized terms used but not otherwise defined herein have the meanings set forth in the Revised Registration Statement.
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
1. 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 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.
Response: We have revised the disclosure in our prospectus on page [9] and [39] to clarify the risks associated with the amount of outstanding securities and the potential impact of future issuances of authorized shares.
Very truly yours,
/s/ Kyle Leung
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filename1.htm
September 25, 2025
Via Edgar
Division of Corporation Finance
Office of Trade & Services
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, D.C., 20549
Attention:
Andi Carpenter
Claire Erlanger
Thomas Jones
Jay Ingram
Re:
Billion Group Holdings Limited
Amendment No. 3 to Registration Statement on Form F-1
Filed September 22, 2025
File No. 333-289934
Ladies and Gentlemen:
On behalf of our client, Billion
Group Holdings Limited (the “Company”), a foreign private issuer organized under the laws of the Cayman Islands, we
submit to the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) this
letter setting forth the Company’s response to the comments contained in the Staff’s letter dated September 24, 2025 on the
Company’s Amendment No. 3 to Registration Statement on Form F-1 submitted on September 22, 2025. Concurrently with the submission
of this letter, the Company is submitting its revised Amendment No. 4 to Form F-1 Registration Statement (the “Revised Registration
Statement” or “Amendment”) and certain exhibits via EDGAR to the Commission.
The Staff’s comments
from its letter dated September 24, 2025 are repeated below in bold and followed by the Company’s responses. We have included page
numbers to refer to the location in the Revised Registration Statement where the language addressing the comments appears. Capitalized
terms used but not otherwise defined herein have the meanings set forth in the Revised Registration Statement.
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
1.
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 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.
Response: We have revised the disclosure in our prospectus on page [9] and [39] to clarify the risks associated with the amount of outstanding securities and the potential impact of future issuances of authorized shares.
Very truly yours,
/s/ Kyle Leung
Name:
Kyle Leung
Partner
Concord & Sage PC
Concord & Sage PC. Email: info@concordsage.com
1360 Valley Vista Dr, Suite 140, Diamond Bar
CA 91765