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United States securities and exchange commission logo
December 20, 2023
Haimei Wu
Chief Executive Officer
Baird Medical Investment Holdings Limited
Room 202, 2/F, Baide Building, Building 11, No.15
Rongtong Street, Yuexiu District, Guangzhou, People's Republic of China
Re: Baird Medical
Investment Holdings Limited
Amendment No. 1 to
Registration Statement on Form F-4
Filed November 28,
2023
File No. 333-274114
Dear Haimei Wu:
We have reviewed your amended registration statement and have the
following
comments.
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 20,
2023 letter.
Amendment No. 1 to Registration Statement on Form F-4 Filed November 28,
2023
Cover Page
1. We note your disclosure
that "PubCo, with Tycoon being its wholly-owned subsidiary
after the Business
Combination, is a holding company incorporated in the Cayman Islands
with its registered
office in the Cayman Islands. PubCo conducts its operations through
Tycoon and its
subsidiaries, and PubCo s global headquarters are based in Guangzhou in
the People s Republic
of China, or Mainland China." Please revise your disclosure to
clearly state that you
are not a Chinese operating company, but a Cayman Islands holding
company with operations
conducted by your subsidiary. As a related matter, we note your
disclosure that
"investments in PubCo s Ordinary Shares are not purchases of equity
securities of these
operating subsidiaries in Mainland China but instead are purchases of
equity securities of a
Cayman Islands holding company with no material operations of its
own." Please revise
your disclosure to clearly state that investors may never hold equity
Haimei Wu
Baird Medical Investment Holdings Limited
December 20, 2023
Page 2
interests in the Chinese operating company. Please also revise the
disclosure on your
cover page to clearly disclose how you will refer to the holding
company and its
subsidiary when providing the disclosure throughout the document so
that it is clear to
investors which entity the disclosure is referencing and which
subsidiaries or entities are
conducting the business operations.
2. We note your response to comment 3 and your revised disclosure that
"because our
business is subject to the laws and regulations of the PRC, there are
additional legal and
operational risks associated with being based in China," with a cross
reference to your risk
factor disclosure. Please further revise your disclosure as follows:
Please revise your disclosure to clearly state that the legal
and operational risks
associated with being based in China could result in a material
change in your
operations.
Where you disclose that there may be an impact on the value of
your
securities, disclose that the value of your securities could
significantly decline and
that the value of such securities could become worthless.
We note your disclosure that "expanding the categories of
industries and companies
whose foreign securities offerings are subject to government
review could
significantly limit or hinder PubCo s ability to offer or
continue to offer securities to
investors." Please revise the disclosure on your cover page to
more broadly state
that the legal and operational risks associated with being based
in or having the
majority of the company s operations in China could result in a
material change in
your operations and/or the value of the securities you are
registering for sale or could
significantly limit or completely hinder your ability to offer or
continue to offer
securities to investors and cause the value of such securities to
significantly decline or
be worthless.
For additional guidance, please see the Division of Corporation
Finance's Sample Letter to
China-Based Companies issued by the Staff in December 2021.
3. As a related matter, we note your revised disclosure that "the approval
of the China
Securities Regulatory Commission (the "CSRC"), the Cyberspace
Administration of
China (the CAC ), or other PRC regulatory agencies will be required
in connection with
the Business Combination." However, we also note your disclosure that
"[e]xcept for the
Trial Measures, no other relevant laws or regulations in the PRC
explicitly require Baird
Medical to seek approval from the Cyberspace Administration of China
("CAC") or any
other PRC governmental authorities for its overseas listing plan."
Please revise your
FirstName LastNameHaimei Wu
disclosure for consistency, and to clearly disclose each permission or
approval that you or
Comapany
yourNameBaird
subsidiariesMedical Investment
are required Holdings
to obtain Limitedauthorities to
operate your business
from Chinese
and 20,
December to offer
2023the securities
Page 2 being registered to foreign investors.
FirstName LastName
Haimei Wu
FirstName LastNameHaimei Wu Limited
Baird Medical Investment Holdings
Comapany20,
December NameBaird
2023 Medical Investment Holdings Limited
December
Page 3 20, 2023 Page 3
FirstName LastName
Risk Factor Summary, page 14
4. For each risk factor in your summary, please provide a cross reference
to the more
detailed discussion of each of this risks elsewhere in the prospectus.
Revise your risk
factor summary to describe the significant regulatory, liquidity, and
enforcement risks.
For example, in your risk factor summary, specifically discuss risks
arising from the legal
system in China, including risks and uncertainties regarding the
enforcement of laws and
that rules and regulations in China can change quickly with little
advance notice; and the
risk that the Chinese government may intervene or influence your
operations at any time,
or may exert more control over offerings conducted overseas and/or
foreign investment in
China-based issuers, which could result in a material change in your
operations and/or the
value of the securities you are registering for sale. Acknowledge any
risks that any actions
by the Chinese government to exert more oversight and control over
offerings that are
conducted overseas and/or foreign investment in China-based issuers
could significantly
limit or completely hinder your ability to offer or continue to offer
securities to investors
and cause the value of such securities to significantly decline or be
worthless.
Questions and Answers for Stockholders of ExcelFin, page 17
5. We acknowledge your response to prior comment 5, including that The
ExcelFin private
placement warrants will be terminated upon the closing of the Business
Combination.
Given that the private placement warrants will not be cancelled until
closing of the
business combination, please expand your disclosure to address the
material risks, if any,
to public warrant holders arising from the differences between private
and public
warrants. As a related matter, we note your disclosure on page 134
that the Sponsor paid
an aggregate of $11,700,000 for the private placement warrants, has
agreed to surrender
the private placement warrants for no additional consideration, will
be issued PubCo
ordinary shares in exchange for its Class A common stock, and "[i]f
the Business
Combination does not close, the private placement warrants will expire
worthless and the
Sponsor will have no means to recover its $11,700,000 investment in
ExcelFin." Please
clarify how the Sponsor will recover its $11,700,000 investment in the
private placement
warrants if it has agreed to surrender the warrants for no
consideration, including if the
Sponsor will receive shares in PubCo in exchange for shares underlying
the private
placement warrants.
Q: What equity stake will current stockholders of ExelFin and Baird Medical
hold in PubCo after
the Closing?, page 21
6. We note your revised disclosure in response to comment 7, including an
interim scenario
of 17.7% redemptions. Please clarify what percentage of public
shareholders redeem their
shares in your maximum redemption scenario. Please also revise to
clarify whether it is
possible that more public shareholders may redeem than assumed for the
purposes of your
maximum redemption scenario.
Haimei Wu
FirstName LastNameHaimei Wu Limited
Baird Medical Investment Holdings
Comapany20,
December NameBaird
2023 Medical Investment Holdings Limited
December
Page 4 20, 2023 Page 4
FirstName LastName
Summary of the Proxy Statement/Prospectus, page 36
7. Revise your summary of the proxy statement/prospectus to disclose, as
you do elsewhere
in your filing, each permission or approval that you or your
subsidiaries are required to
obtain from Chinese authorities to operate your business and to offer
the securities being
registered to foreign investors. State whether you or your
subsidiaries are covered by
permissions requirements from the China Securities Regulatory
Commission (CSRC),
Cyberspace Administration of China (CAC) or any other governmental
agency that is
required to approve your subsidiaries operations, and state
affirmatively whether you have
received all requisite permissions or approvals and whether any
permissions or approvals
have been denied. Please also describe the consequences to you and
your investors if you
or your subsidiaries: (i) do not receive or maintain such permissions
or approvals, (ii)
inadvertently conclude that such permissions or approvals are not
required, or (iii)
applicable laws, regulations, or interpretations change and you are
required to obtain such
permissions or approvals in the future.
8. Disclose that trading in your securities may be prohibited under the
Holding Foreign
Companies Accountable Act if the PCAOB determines that it cannot
inspect or investigate
completely your auditor, and that as a result an exchange may
determine to delist your
securities.
Manufacture License, page 37
9. We note your disclosure on page 38 that Baird Medical does not believe
that the 2022
Supervisory and Administrative Measures for Production will have a
material impact on
its business operations. Please expand your disclosure to explain why
you do not believe
such regulations will have a material impact on your business
operations, including any
underlying assumptions.
Unaudited Pro Forma Condensed Combined Financial Information, page 64
10. We note your response to comment 13. You concluded that the Earnout
Shares did not
qualify for equity treatment as the Earnout Shares provisions
contained a change of
control feature. Please address what consideration was given as to
whether the Earnout
Shares and corresponding change of control provisions represent an
exercise contingency
as addressed in ASC 815-40-15-7. Please also address what
consideration you gave to the
guidance in ASC 815-40-15-7A and 15-7B in determining the appropriate
accounting for
the Earnout Shares. Please specifically provide us your analysis of
Step 1 and Step 2
under ASC 815-40-15-7.
Comparative Share Information, page 76
11. We note your response to comment 16. Please also provide the
equivalent pro forma per
share data required by Item 3(f) of Part I.A of the Form F-4, or help
us understand why it
is not provided.
Haimei Wu
FirstName LastNameHaimei Wu Limited
Baird Medical Investment Holdings
Comapany20,
December NameBaird
2023 Medical Investment Holdings Limited
December
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FirstName LastName
Risk Factors Relating to Baird Medical's Business and Industry, page 78
12. We note your revised disclosure in response to prior comment 17, which
we reissue in
part. In addition to disclosing the proportion of the microwave
ablation markets in the
U.S. and E.U. relative to the overall tumor ablation therapy market,
please revise to
disclose the estimated total addressable market for the microwave
ablation markets in
each of the U.S., E.U., and Southeast Asia to the extent known. For
example, we refer to
your disclosure relating to market size of the tumor ablation industry
in China on page
227. Please also expand your disclosure relating to the expected
timeline for Baird
Medical s business strategy in the E.U. to include the proposed
timeline of the milestones
for its research and development process and clinical trials, rather
than focusing on its
plans to obtain its CE certification in 2025.
Risks Related to Doing Business in China, page 104
13. We note your response to prior comment 23, which we reissue in part.
We note that your
disclosure on pages 110 and 111 and elsewhere continues to state that
the PRC
government intervenes to optimize China s economy, has
implemented various
measures to encourage economic growth, and may strengthen
oversight over your
operations. Please revise your disclosure, including the disclosure
noted above, to
clearly describe any material impact that intervention or control by
the PRC government
has or may have on your business or on the value of your securities.
Your disclosure
should highlight separately the risk that the Chinese government may
intervene or
influence your operations at any time, which could result in a
material change in your
operations and/or the value of the securities you are registering.
Also, given recent
statements by the Chinese government indicating an intent to exert
more oversight and
control over offerings that are conducted overseas and/or foreign
investment in China-
based issuers, acknowledge the risk that any such action could
significantly limit or
completely hinder your ability to offer or continue to offer
securities to investors and
cause the value of such securities to significantly decline or be
worthless. We remind you
that, pursuant to federal securities rules, the term control
(including the terms
controlling, controlled by, and under common control
with ) means the possession,
direct or indirect, of the power to direct or cause the direction of
the management and
policies of a person, whether through the ownership of voting
securities, by contract, or
otherwise.
Background of the Business Combination, page 182
14. We note your revised disclosure on page 184 in response to prior
comment 34, which we
reissue in part. Please revise to clarify when ExcelFin ceased
discussions with the various
other potential targets, including Company A and the three other
FinTech companies, and
when ExcelFin decided to expand its focus beyond the FinTech industry
and reached out
to its network of professional contacts. You also disclose that Mr.
Jidong facilitated an
introduction between Brian Sun and Haimei Wu of Baird Medical on
February 11, 2023.
Haimei Wu
FirstName LastNameHaimei Wu Limited
Baird Medical Investment Holdings
Comapany20,
December NameBaird
2023 Medical Investment Holdings Limited
December
Page 6 20, 2023 Page 6
FirstName LastName
Please also revise to clarify when Mr. Jidong recommended Baird
Medical to Brian Sun.
15. We acknowledge your revised disclosure in response to prior comment
36, which we
reissue in part. We note that you continue to disclose general topics
or packages that
were discussed at meetings without providing additional detail
regarding the substance of
those discussions and material terms of the relevant agreements. By
way of example only,
please expand your disclosure relating to the financial package
ExelFin received on
April 10, 2023 and the several proposed transaction structures
discussed on May 15,
2023.
16. We note your response to prior comment 37, which we reissue in part.
Please revise this
section to include a discussion of the evolution of the key negotiated
terms during the
period between February 25, 2023 and April 3, 2023, including the
multiple conference
calls and drafts of the LOI that were exchanged on April 2 and April
3, 2023. Your
disclosure should discuss the negotiation of key terms, including but
not limited to, the
lock-up on shares, the change in the size of the board of directors,
and the minimum cash
condition. In your revised disclosure, please explain the reasons for
such terms, each
party's position on such issues, the proposals and counter-proposals
made during the
course of negotiations, and how you reached agreement on the final
terms.
17. We note your revised disclosure in response to prior comment 38, which
we reissue in
part. Please revise your disclosure to address the following issues:
You disclose on page 184 that the initial proposal of a
pre-transaction equity value of
Baird Medical of $174 million was consistent with ExcelFin
management s
evaluation and due diligence of Baird Medical s business as of
the date the draft LOI
was delivered, which was based on publicly available information,
including Baird
Medical s valuation range set forth in the prospectus for its
proposed Hong Kong
IPO. Please expand your disclosure relating to the underlying
assumptions and
methodology of ExcelFin management s evaluation and Baird
Medical s proposed
Hong Kong IPO and the valuation range included in the prospectus
for such IPO.
We note your revised disclosure on page 185 that ExcelFin s
management further
refined the underlying assumptions in calculating a
pre-transaction equity value of
Baird Medical during the multiple conference calls and drafts of
the LOI that were
exchanged on April 2 and April 3, 2023. Please expand your
disclosure with respect
to each assumption that was refined and discuss how the
Board used such
assumptions, such as the net profits projections, the comparable
company
transactions and business plan, to reach its revised valuation.
Please also discuss the
evolution of the proposed valuation of Baird Medical during the
multiple conference
calls and draft LOIs that were exchanged on April 2 and April 3,
2023, if applicable.
18. We note your response to prior comment 39, which we reissue as we are
not persuaded by
your response. We further note that Item 4(b) of Form F-4 requires
that information
required by Item 1015(b) of Regulation M-A be provided with respect to
a report, opinion,
Haimei Wu
Baird Medical Investment Holdings Limited
December 20, 2023
Page 7
or appraisal that is (i) materially related to the transaction and
(ii) referred to in the
prospectus, and is not limited to the fairness or amount of
consideration to be paid in
connection with the Business Combination. Accordingly, please provide
the disclosure
required by Item 4(b) of Form F-4 with regard to your various advisors
due diligence
summaries. Alternatively, please provide a detailed legal analysis as
to why these due
diligence summaries are not materially related to your business
combination transaction.
19. With respect to the third bullet point of prior comment 40, we note
your revised risk factor
disclosure on page 136. Please revise to specifically note the unusual
nature of the fee
waivers. In addition, if you did not seek out the reasons why UBS and
KeyBanc were
waiving deferred fees, despite already completing their services,
please clearly state so in
your registration statement.
20. We note your disclosure that "S&A compared Baird Medical to two
competitors and
determined that Baird Medical s products stand out . . . ." Please
revise your disclosure to
identify the two competitors.
Comparable Company Analysis, page 197
21. We note your deletion of the disclosure on page 198 relating to the
assumptions made by
the ExcelFin s management team with respect to industry performance,
general business
and economic conditions. Please restore and expand your disclosure to
provide a detailed
description of each of the key assumptions used in your comparable
companies analysis.
22. We note your revised disclosure in response to prior comment 45, which
we reissue in
part. You disclose that only companies with profitability profiles
similar to Baird
Medical were selected. Please revise to disclose the factors and
the assumptions selected
for the profitability profile in your comparable companies
analysis. We also note your
disclosure that Baird Medical s management s assessment of
projections of net profit
included assumptions and an implied discount and that the $370
million enterprise
valuation for Baird Medical was discounted. Please expand your
disclosure of the
assumptions and the implied discount that Baird Medical s management
used and disclose
how you considered the revenues, earnings, and market capitalizations
of the comparable
companies to determine the discount level that would sufficiently
reflect the early-stage
development of Baird Medical relative to its peers.
Controls and Procedures, page 242
23. We note your disclosure that, in October 2023, the company identified a
material
weakness in its internal control over financial reporting related to the
Company's review
FirstName LastNameHaimei Wu
and approval of cash disbursements. Please revise your risk factor
disclosure to discuss
Comapany NameBaird
this material Medical
weakness Investment
and the relatedHoldings
remedialLimited
actions disclosed on
page 243, and any
related risks.
December 20, 2023 Page 7
FirstName LastName
Haimei Wu
FirstName LastNameHaimei Wu Limited
Baird Medical Investment Holdings
Comapany20,
December NameBaird
2023 Medical Investment Holdings Limited
December
Page 8 20, 2023 Page 8
FirstName LastName
Expand our Presence in Foreign and Emerging Markets, page 254
24. We note your revised disclosure in response to prior comment 50.
Please revise your
disclosure to address the following issues:
We refer to your disclosure on page 254 that (i) you initiated
your plan for FDA
marketing clearance in the U.S. for your microwave ablation
medical device to be
used for coagulation (ablation) of soft tissues, (ii) you have
partially completed
research and development for your soft tissue products in the
U.S., and (iii) the FDA
granted 510(k) clearance to commercially market your disposable
microwave
ablation needle and system. Please briefly clarify what you mean
by soft tissues
and specify the target indication(s) for which the medical
devices that the FDA
granted 510(k) clearance to treat, if applicable. We refer to
various references to liver
cancer, breast lumps and thyroid nodules. Please also disclose
the current status of
and your plans to complete your research and development for your
soft tissue
products in the U.S.
We note your disclosure on page 255 that you have not yet begun
the certification
process or applied for certification in the E.U. for your breast
lump and thyroid
nodule product line and have only partially completed research
and development for
such products. However, you also disclose that you expect to
launch such product
line in 2025. Determinations of safety and efficacy are within
the sole authority of the
EU notified body pursuant to the E.U. Medical Devices Regulation.
Given the status
of your research and development and application status, it is
premature for you to
suggest that your breast lump and thyroid nodule products will be
granted the CE
Mark by 2025. Please revise your disclosure accordingly.
Research and Development, page 268
25. We note your revised disclosure on page 272 in response to prior
comment 56, which we
reissue in part. We note your disclosure on page 272 that you
engaged three Grade IIIA
hospitals, which appointed the principal researchers to design and
conduct the clinical trial
for your microwave ablation medical device for the treatment of
thyroid nodules. Please
revise to clearly state here and throughout the prospectus that, if
true, Baird Medical
sponsored the clinical trial and entered into collaboration agreements
with various
research institutions, universities and/or hospitals to conduct the
clinical trial and identify
such institution and its role for each relevant clinical trial.
26. We note your disclosure on page 273 that you are currently conducting
clinical trials for
the treatment of breast lump and pulmonary nodules, but you also
disclose on pages 277
and 278 that the clinical trials for such target indications have not
yet started. Please
reconcile your disclosure accordingly. Please also expand your
disclosure to discuss the
status of such clinical trials, such as the enrollment of subjects,
and clarify which
institution or university will provide technical services and conduct
the clinical trials, if
Haimei Wu
FirstName LastNameHaimei Wu Limited
Baird Medical Investment Holdings
Comapany20,
December NameBaird
2023 Medical Investment Holdings Limited
December
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applicable.
27. We acknowledge your revised disclosure on pages 275 through 280 in
response to prior
comment 56 relating to your thyroid nodule, breast lump, and pulmonary
nodule clinical
trials. Please revise your disclosure relating to each clinical trial
to address the following
issues, as applicable:
Please clearly disclose the primary and secondary endpoints of
your clinical trials, as
applicable. We note your references to various general
research objectives and
evaluation ind[ices] ;
Please clarify, if true, that you have conducted one clinical
trial for the treatment of
thyroid nodules that were conducted at three different hospital
sites. If so, please
clarify the number of subjects associated with each hospital
site;
Please revise to identify the designated control medical
product referenced;
Please revise your disclosure to discuss the data from the
clinical trial, rather than
drawing conclusions from the results, and specify the p-value in
this section. We refer
to your disclosure of the p-value on page 272;
We note your disclosure on page 272 that you were able to
evaluate the safety and
effectiveness of the trial product for thermal ablation treatment
of benign thyroid
nodules. Please note that determinations of safety and
efficacy are solely within the
authority of the FDA and the relevant regulatory authorities.
Therefore, please revise
the prospectus to remove all references and/or implications of
safety and efficacy,
including the reference cited above;
We note your disclosure that no device defects that could
lead to adverse events
occurred during the clinical trial. Please revise your disclosure
to specify if any
adverse events were observed with respect to your clinical trial,
irrespective of any
connection to a device defect; and
Please revise this section to ensure that your disclosures are
in plain English and are
clear without reference to formulas for sample size calculations.
Please also consider
including your disclosure in narrative rather than tabular form.
28. We note your revised disclosure to prior comment 57, which we reissue
in part. While you
disclose that Class II medical devices do not require clinical trials
as part of their
applications for certificate of registration, we note your disclosure
relating to formal
reports to be submitted to the NMPA or provincial MPA, the 24 to 36
months of research
and development, as well as the several clinical trials you have
engaged in or are
conducting. Please revise your disclosure to clearly state the
regulatory requirements of
the NMPA or the provincial MPAs to grant approval for the
commercialization of medical
devices.
Haimei Wu
FirstName LastNameHaimei Wu Limited
Baird Medical Investment Holdings
Comapany20,
December NameBaird
2023 Medical Investment Holdings Limited
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29. We note your revised disclosure and response to prior comment 58,
which we reissue.
Please expand your disclosure relating to each framework collaboration
agreement with
Nanjing Huitong, Xiamen, FIIG, Nanjing Forestry University and Zhuhai
People s
Hospital to specify when each such agreement was entered into, amended
or terminated,
as applicable; describe the nature and scope of the intellectual
property rights transferred
or jointly owned; identify the clinical trial for which each
institution is providing technical
and clinical services; and specify the duration of each agreement,
when the last-to-expire
licensed patent is expected to expire, the aggregate amounts paid or
received to date
(including the payment or receipt of any up-front or execution fees),
the aggregate future
potential milestone payments to be paid or received, the termination
provision, and the
royalty range, as applicable. We also note that you rely on these
institutions to conduct
and manage the clinical trials and application process for the
registration certificates, that
related intellectual property rights would be jointly owned by these
institutions and certain
patents appear to be co-owned with institutions such as Xiamen and
Nanjing. Please file
the collaboration agreements that are currently in effect as exhibits
to the registration
statement. Refer to Item 601(b)(10) of Regulation S-K.
Product Pipeline, page 281
30. Please revise your table of your major pipeline products to clarify,
if true, that the
classifications listed refer to the classifications set forth by the
National Medical Products
Administration (NMPA) in the PRC.
Intellectual Property, page 283
31. We refer to Patent no. 201320764553.5 listed on page 284 relating to
high-performance
water-cooled microwave ablation antenna with real-time temperature
measurement and
ablation, which expired on November 28, 2023. Please discuss the
impact on your
business of such expiry.
Baird Medical's Management's Discussion and Analysis of Financial Condition and
Results of
Operations, page 314
32. We note your revised disclosure on page 315 in response to prior
comment 63 that you
expect this growth trend to continue in light of your plans to expand
overseas in the U.S.
and E.U. markets. Please revise to balance your disclosure with
equally prominent
disclosure that you have not yet started the certification process in
the E.U. and have only
partially completed research and development for your breast lump,
thyroid nodule, and
other soft tissue products as disclosed on pages 254 and 255.
Operating Activities, page 321
33. We note your disclosure that "[t]he large increase in accounts
receivable in 2022 was
mainly due to the development of the COVID pandemic in China in 2022,
which led to
the adoption of closed control measures in many areas, resulting in
the financial situation
Haimei Wu
FirstName LastNameHaimei Wu Limited
Baird Medical Investment Holdings
Comapany20,
December NameBaird
2023 Medical Investment Holdings Limited
December
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of hospitals being affected to a certain extent, and therefore the
payback cycle of goods
also lengthened." Please briefly define "payback cycle," including how
you measure
payback cycle, and quantifying what is meant by "lengthened" and
"restored" payback
cycle.
Security Ownership of Certain Beneficial Owners and Management, page 365
34. We note your revised disclosure in response to comment 67, but it does
not appear to be
fully responsive to our comment. In footnotes to the relevant tables,
please disclose the
natural persons with voting or dispositive control of the shares held
by Exos Asset
Management LLC, and the shares held by Courage Elite Limited, China
Venture Capital
(Hong Kong) Co, Limited, IPE Group Limited, Weitian Limited, and
Nation Hero
International Limited.
Enforceability of Civil Liabilities, page 372
35. We note your revised disclosure in this section, including the
statement that even if a
stockholder is able to effect service of process on PubCo, its
directors or officers, and a
Hong Kong or China court decides to enforce a liability or judgment
against PubCo or
such persons, the associated cost and time constraints may make
obtaining such
enforcement unreasonable or impossible. Please revise your risk
factor disclosure on
page 125 to include this disclosure.
Financial Statements, page F-1
36. Pursuant to Item 14(h) of the Form F-4, please also provide financial
statements of the
registrant, Baird Medical Investment Holdings Limited. Please also
include the
registrant in a separate column in the pro forma financial information
provided.
Note 2. Summary of Significant Accounting Policies, page F-10
37. We note that the financial statements were restated as management did
not recognize
research and development expenses based on the progress of research
and development
projects. Please disclose your accounting policy for research and
development costs,
including the types of costs included in the line item and when these
costs are recognized
as an expense. Given that over 17% of your current assets are
comprised of R&D
prepayments, please expand your disclosure to state whether these
prepayments are made
to related parties and how you can reasonably determine whether the
corresponding
services had not already been received at the Balance Sheet date.
Please help us
understand how this policy complies with ASC 730.
Note 20. Subsequent Events, page F-30
38. We note your response to comment 71. In a similar manner to your
response, please
clarify which entity these preferred shares are related to and any
impact the settlement had
on Baird Medical Holdings Limited.
Haimei Wu
Baird Medical Investment Holdings Limited
December 20, 2023
Page 12
Note 3, page F-55
39. Please expand your disclosure to clarify how $21.9 million of your
June 30, 2023
receivables can be aged 6 months or less if your revenue for the 6
month period is only
$11.5 million. Also, please tell us how much of your December 31, 2022
receivables
balance has been subsequently collected in cash.
Note 19, page F-65
40. Please disclose how you are accounting for the $1.6 million
reassignment of Ms. Lu's
loan. Also, please revise the pro forma financial statements to
reflect this transaction since
it appears material to your pro forma net working capital.
General
41. We note your disclosure throughout the filing that, on October 25,
2023, all outstanding
shares of ExcelFin Class B common stock were converted into an equal
number of shares
of ExcelFin Class A common stock. Where appropriate throughout your
filing, including
the background of your business combination, please provide additional
detail about this
conversion, including the investors or group of investors who were
holders of Class B
shares and the reasons for the conversion. In this regard, it appears
from your prior
disclosure that, pursuant to the business combination agreement, the
Class B shares were
to be cancelled upon the closing of the business combination in
exchange for PubCo
ordinary shares, rather than exchanged for Class A shares prior to
closing.
42. We note that you filed an investor presentation on December 12, 2023
containing
disclosure describing your addressable market, citing to a commercial
due diligence report
provided by Beijing Time Strategy Management Consulting. You also cite
to this report
throughout the investor presentation, related to other statements about
your business and
market opportunity. Please tell us whether management considered this
report when
evaluating the business combination, and if so please revise the
disclosure discussing the
background of the business combination accordingly. In addition, we note
your reference
to 44 pending patents and 10 pipeline products in development on slide
29 of the investor
presentation. However, we also refer to your disclosure on page 283
relating to 34
pending patent applications and 7 major pipeline products on page 281,
which does not
FirstName LastNameHaimei Wu
appear to be consistent with the information provided in the investor
presentation. Please
Comapany NameBaird
explain Medical
the reasons Investment
for this Holdings
inconsistency Limited your disclosure
in the registration
and reconcile
statement
December accordingly.
20, 2023 Page 12
FirstName LastName
Haimei Wu
FirstName LastNameHaimei Wu Limited
Baird Medical Investment Holdings
Comapany20,
December NameBaird
2023 Medical Investment Holdings Limited
December
Page 13 20, 2023 Page 13
FirstName LastName
Please contact Nudrat Salik at 202-551-3692 or Al Pavot at 202-551-3738
if you have
questions regarding comments on the financial statements and related matters.
Please contact
Jane Park at 202-551-7439 or Katherine Bagley at 202-551-2545 with any other
questions.
Sincerely,
Division of
Corporation Finance
Office of Industrial
Applications and
Services
cc: Stephen Leitzell, Esq.