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August 1, 2024
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. 5 to Registration Statement on Form F-4
Filed July 19, 2024
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 July 8, 2024 letter.
Amendment No. 5 to Form F-4 filed July 19, 2024
Enhanced Research and Development Capabilities through Collaboration with
Market
Participants, page 271
1. We note your revised disclosure on pages 271 and 291 that you hold two
Class III
registration certificates you hold for the microwave therapeutic
instrument and accessories
and disposable microwave ablation needle, the Class III certificate you
recently obtained
for MWA needles and one Class II registration certificate in relation to
disposable sterile
biopsy needles. Please revise to clarify, if true, that the two Class
III registration
certificates you currently hold for your microwave therapeutic
instrument and disposable
microwave ablation needles include the Class III certificate you
recently obtained for
MWA needles in July 2023. We refer to your CFDA 20183011581 and
20233010963
registration certificate numbers, respectively.
August 1, 2024
Page 2
Customers, page 290
2. We acknowledge your revised disclosure in response to prior comment 8.
Please revise
your disclosure to address the following issues:
Please disclose when you entered into this agreement with the Top
Distributor and the
term of the agreement. We refer to section 18 of the agreement,
which states that the
agreement expired on December 31, 2023. Please confirm whether you
have entered
into a supplementary agreement with the Top Distributor to renew the
distribution
agreement, and if so, please file any such agreement as an exhibit
to the registration
statement as required by Item 21 of Form F-4 and Item 601(b)(10) of
Regulation S-K
and revise your disclosure accordingly; and
We note that certain portions of Exhibit 99.9 have been redacted.
Please include a
statement at the top of the first page of such redacted exhibit
stating that certain
information has been excluded because it is both not material and
the type of
information that the registrant treats as private or confidential
and also ensure that
such exhibit is in the proper text-searchable format. Refer to Item
601(b)(10)(iv) of
Regulation S-K and Item 301 of Regulation S-T.
Pubco's Management's Discussion and Analysis of Financial Condition and Results
of
Operations, page 341
3. We note your response to comment 10. Please address the following:
Pursuant to Item 5A of the Form 20-F, please disclose the specific
significant factors
that materially impacted revenues in a similar manner to your
response with
quantification regarding the extent to which revenues were impacted.
You should
specifically discuss the extent to which fluctuations in revenues
were attributable to
changes in prices, changes in the volume or amount of products being
sold, or to the
introduction of new products; and
In light of the limitations you note regarding your distributor
inventory reports, please
help us better understand your basis for stating that you are not
aware of any material
amount of unsold inventory held by your deliverers and its
distributors, including how
you determined what would be material.
The Aging of Accounts Receivable, page 349
4. We note your responses to comments 13 and 14 and the corresponding
expanded
disclosures. Specifically you refer to customers being contractually
entitled to a credit
period of 30 to 90 days, but in practice, you may, on a case-by-case
basis, approve an
extended credit period upon request. Given that the approval of an
extended credit period
appears to not be as infrequent as your disclosures indicate, we
continue to believe that
additional quantitative disclosures should be provided regarding your
actual collection
period for your receivables. For example, an analysis of days sales
outstanding or other
quantitative analysis could be helpful along with clear disclosure of
how these
calculations are determined. Include the information in your response to
comment 14 in
the disclosure on page 350. We also note your continued reference to the
impact of the
COVID-19 outbreak. Please further clarify in your disclosures why and
how you are
August 1, 2024
Page 3
continuing to be impacted by this outbreak in recent periods. Also,
please expand your
disclosure to explain why you have any outstanding receivables from
distributors given
the provision in Section 6.2 of the Distribution Agreement in Exhibit
99.9 that products
are not shipped to the distributor until after you have received
payment.
5. Please provide us with a rollforward of your Accounts Receivable
balances from
December 31, 2022 to December 31, 2023 which separately shows all
significant activity
in these balances including the impact of revenue, VAT, and actual
collections.
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 Lauren Nguyen at 202-551-3642 with any other
questions.
Sincerely,
Division of
Corporation Finance
Office of Industrial
Applications and
Services
cc: Stephen Leitzell, Esq.