United States securities and exchange commission logo





                             December 27, 2022

       Hung To Pau, Ph.D.
       Chief Executive Officer
       Advanced Biomed Inc.
       689-87 Xiaodong Road
       Yongkang District
       Tainan, Taiwan

                                                        Re: Advanced Biomed
Inc.
                                                            Draft Registration
Statement on Form S-1
                                                            Submitted November
30, 2022
                                                            CIK No. 0001941029

       Dear Hung To Pau:

              We have reviewed your draft registration statement and have the
following comments. In
       some of our comments, we may ask you to provide us with information so
we may better
       understand your disclosure.

              Please respond to this letter by providing the requested
information and either submitting
       an amended draft registration statement or publicly filing your
registration statement on
       EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
       believe an amendment is appropriate, please tell us why in your
response.

             After reviewing the information you provide in response to these
comments and your
       amended draft registration statement or filed registration statement, we
may have additional
       comments.

       Draft Registration Statement on Form S-1 submitted November 30, 2022

       Cover Page

   1.                                                   We note your cover page
disclosure that you "face various legal and operational risks and
                                                        uncertainties relating
to [y]our subsidiaries    operations in China." We also note your
                                                        prospectus convention
on page 13 that while    China    refers to the People   s Republic of
                                                        China, including Hong
Kong and Macau, "the only time such jurisdictions are not
                                                        included in the
definition of PRC and China is when [you] reference to the specific laws
                                                        that have been adopted
by the PRC." Please revise your cover page disclosure to state that
                                                        the legal and
operational risks associated with operating in China also apply to your
                                                        operations in Hong
Kong.
 Hung To Pau, Ph.D.
FirstName LastNameHung    To Pau, Ph.D.
Advanced Biomed   Inc.
Comapany27,
December  NameAdvanced
              2022        Biomed Inc.
December
Page 2    27, 2022 Page 2
FirstName LastName
2.       We note your disclosure on page 15 that you will issue underwriters
warrants for 4.0% of
         the aggregate number of shares of common stock sold in this offering.
Please reference
         these warrants in the table included in the cover page of the
Prospectus.
3.       We note your statement that any audit reports not issued by auditors
that are completely
         inspected or investigated by the PCAOB, or a lack of PCAOB inspections
of audit work
         undertaken in China that prevents the PCAOB from regularly evaluating
your auditors
         audits and their quality control procedures, could result in
limitation or restriction to your
         access to the U.S. capital markets, and trading of your securities,
including trading on the
         national exchange and trading on    over-the-counter    markets, may
be prohibited under the
         HFCAA. Please also revise to explicitly state that an exchange may
determine to delist
         your securities.
4.       We note your discussion on page 4 about how cash can be transferred
through your
         organization. Please revise to include a cross-reference to the
consolidated finanical
         statements.
Market, Industry and Other Data, page 8

5.       We note your statement on page 8 that although you believe these
third-party sources are
         reliable as of their respective dates, neither you nor the
underwriters have independently
         verified the accuracy or completeness of this information. Please
delete this language or
         clarify that you are liable for all such information included in your
registration statement.
Our Company
Overview, page 9

6.       We note your statement that you have developed three automated devices
and "have
         initially applied the devices in clinic trials." Please provide
additional detail regarding the
         testing of these devices and clarify if you have engaged in any
clinical trials. To the extent
         you have engaged in any clinical trials for any of your products,
please provide complete
         disclosure regarding these trials here or elsewhere in the prospectus.
7.       On page 9 please revise to briefly further describe your products and
clarify the approvals
         required for each in order to begin sales in China and the current
regulatory status of
         each. For example, please explain what an application for localization
registration is. We
         also note on page 9 you say your immunochromogenic kits "are ready to
be transformed
         into commercialization" and on page 10 you state you "completed
production registration
         for A+Pre and AC-1000 in China," please explain what this means.
Please also explain
         whether, and if so, how, your products are used with or dependent on
each other. Briefly
         explain what an immunochromogenic kit is, how it is used and the
differences between
         your kits. Provide comparable disclosure in the Business section as
appropriate.
8.       We note your statements that "[your] three microfluidic biochips,
A+Pre Chip and
         AC1000 CTC enrichment chip can be mass-produced" and that "A+Cellscan
chip have
         completed the development plan." Please state the basis for your
statement that these chips
 Hung To Pau, Ph.D.
FirstName LastNameHung    To Pau, Ph.D.
Advanced Biomed   Inc.
Comapany27,
December  NameAdvanced
              2022        Biomed Inc.
December
Page 3    27, 2022 Page 3
FirstName LastName
         can be mass-produced and note, if true, that to date none of the chips
have been mass-
         produced by the Company or any third party. Additionally, please
clarify what the
         development plan for the A+Cellscan chip entailed, when it was
completed and the next
         steps for the development or commercialization of that product.
9.       We note your statements that "[i]n the future, [you] plan to set up a
subsidiary in the
         United States for business operations in North America" and that you
"also plan to
         develop the European market and conduct localized management and
operation in the
         region in compliance with European rules and regulations." Please
specify if you have a
         timeframe for establishing North American or European operations and
note what actions,
         if any, you have taken to date with respect to business in these
jurisdictions. Please also
         include risk factor disclosure regarding the operational and
regulatory risks and
         uncertainties surrounding potential expansion into these markets,
including the need for
         regulatory approvals in these jurisdictions and the risk that
regulators in the United States
         and European Union may not accept clinical data from trials conducted
in China.
Prospectus Summary, page 9

10.      We note that your Prospectus Summary appears to only discuss the
positive aspects of
         your business. The prospectus summary should provide a brief, but
balanced, description
         of the key aspects of the company as of the latest practicable date.
Please revise the
         summary to balance the positive aspects of your business with a
similarly prominent
         discussion of risks and challenges you face. For example, please note
that you do not
         currently have any products approved for sale, have not generated any
revenue from the
         sale of products, and do not expect to generate revenue from the sale
of your product
         candidates until you complete clinical development, submit regulatory
filings and receive
         approvals from the applicable regulatory bodies for such product
candidates.
11.      Please include a series of concise, bulleted or numbered statements
that is no more than
         two pages summarizing the principal factors that make an investment in
the Company or
         offering speculative or risky as it appears the Risk Factors section
beginning on page 18 is
         longer than 15 pages. Please refer to Item 105(b) of Regulation S-K.
Additionally, in your
         summary of risk factors, disclose the risks that your corporate
structure and being based in
         or having the majority of the company   s operations in China poses to
investors. In
         particular, describe the significant regulatory, liquidity, and
enforcement risks with cross-
         references to the more detailed discussion of these risks in the
prospectus. For example,
         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
 Hung To Pau, Ph.D.
Advanced Biomed Inc.
December 27, 2022
Page 4
         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. Finally,
include summary risk
         factor disclosure and disclosure in the Enforceability of Civil
Liabilities section
         concerning whether your directors and officers are located in China
and, if so, that it will
         be even more difficult to enforce liabilities against them.
12.      Disclose 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 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.
13.      Provide a clear description of how cash is transferred through your
organization. Disclose
         your intentions to distribute earnings. Quantify any cash flows and
transfers of other
         assets by type that have occurred between the holding company and its
subsidiaries, and
         direction of transfer. Quantify any dividends or distributions that a
subsidiary have made
         to the holding company and which entity made such transfer, and their
tax consequences.
         Similarly quantify dividends or distributions made to U.S. investors,
the source, and their
         tax consequences. Your disclosure should make clear if no transfers,
dividends, or
         distributions have been made to date. Describe any restrictions on
foreign exchange and
         your ability to transfer cash between entities, across borders, and to
U.S. investors.
         Describe any restrictions and limitations on your ability to
distribute earnings from the
         company, including your subsidiaries, to the parent company and U.S.
investors.
Commercialization Preparation, page 10

14.    We note your statement that you "have been cooperating with the
injection molding
       machine manufacturer Riva Machinery Co., Ltd. and the mold manufacturer
Unimold
       Technology Inc. to conduct mass production mode testing and trial
production." Please
       expand on this statement to note the current status of the mode testing
and trial
       production. Additionally, please note if you have entered into any
contracts with these
FirstName LastNameHung To Pau, Ph.D.
       entities with respect to mass production. If so, please file these
agreements as exhibits to
Comapany    NameAdvanced
       the Registration       Biomed
                         Statement or Inc.
                                      provide us your basis for not doing so.
If you have not
       entered
December        into contracts
           27, 2022   Page 4 with these entities, please clarify the nature of
your relationship.
FirstName LastName
 Hung To Pau, Ph.D.
FirstName LastNameHung    To Pau, Ph.D.
Advanced Biomed   Inc.
Comapany27,
December  NameAdvanced
              2022        Biomed Inc.
December
Page 5    27, 2022 Page 5
FirstName LastName
Market Opportunities, page 10

15.      Please balance your disclosure of these estimated global and United
States markets by
         noting that you intend to initially focus on developing your cancer
screening market in
         China. To the extent available, please provide corresponding estimates
of the Chinese
         market for comparison. In this regard, we note your risk factor
disclosure on page 18 that
         "Taiwan and China   s precision oncology detection market is still in
its early stage of
         development and rapidly evolving." Please revise page 10 to state the
date of the Goldman
         Sachs and Piper Jaffray data, and if more recent data is available for
the 2015 JP Morgan
         report. Also, it says this data is based    pending substantial
clinical support for the use of
         liquid biopsy as a routine means of early screening,    revise to
state the current and
         necessary levels of clinical support.
Competitive Strengths, page 11

16.      On page 11 you state your technology enables a fast and inexpensive
method for early
         cancer diagnosis. Please revise to state the basis for your technology
being inexpensive.
Our Platform, page 11

17.      We note your statement that you can "also provide application services
in tumor
         screening, auxiliary diagnosis, treatment evaluation, prognosis
evaluation, recurrence and
         metastasis detection, individualized medication guidance, and
companion diagnosis"
         including to third parties for a fee. Please revise to note the basis
for your ability to
         provide these services and state whether you have provided such
services to date or if
         these applications are potential, but speculative, uses for your
platform. Note whether you
         consider these services to third parties will be a material part of
your operations in the
         future.
Risk Factors
Risks associated with numerous government regulations, page 23

18.      We note your statements here that "[d]ue to the relatively short
history of the cancer
         screening industry in China, a comprehensive regulatory framework to
regulate the
         industry has not yet been established" and that "[a]ll significant
aspects of the
         development and commercialization of [y]our products are strictly
regulated in China."
         Please reconcile these two statements.
If our existing and new products fail to meet the quality standards required by
applicable laws,
our business and reputation..., page 25

19.      This risk factor includes a cross-reference to a section titled
Business     Quality
         Control    that does not appear to be included in the Prospectus.
Please revise your
         disclosure to include a discussion of your quality control systems or
remove this cross
         reference. In this regard, we note your disclosure on page 85 that
under applicable
 Hung To Pau, Ph.D.
Advanced Biomed Inc.
December 27, 2022
Page 6
         regulations in the PRC, "an enterprise engaged in the production of
medical devices shall
         establish and effectively maintain a quality control system in
accordance to the
         requirements of the Standards on Production and Quality Management of
Medical
         Devices."
Risks Related to Doing Business in Taiwan, page 31

20.      We note your disclosure in this section regarding certain R&D
contracts between
         Advanced Biomed Taiwan and other legal persons in Taiwan, such as
National Cheng
         Kung University Hospital, National Applied Research Laboratories and
your research
         projects collaborated with Chenggong University Hospital in two
written contracts. Please
         expand on your disclosure to note the material terms of these
contracts. Additionally,
         please file these contracts as exhibits to the Registration Statement
or provide us with your
         basis for not filing them. Please refer to Item 601 of Regulation S-K.
Any lack of requisite approvals, licenses, permits or filings or failure to
comply with any
requirements of Taiwan laws..., page 32

21.      We note your disclosure that in order to complete the updated
shareholder registration of
         Advanced Biomed Taiwan following the July 2022 acquisition, you "still
need the foreign
         investment approval from the Bureau of Economic Development of Tainan
City
         Government in accordance with the Taiwan Company Act." Please expand
on this risk
         factor to note the potential consequences to your business operations
and/or ownership of
         this entity, and, if applicable, this offering, in the event such
approval is not granted.
Use of Proceeds, page 51

22.    We note your disclosure that you intend to use approximately 80% of the
net proceeds of
       the offering for "IVD clinical trials, chip design and development and
laboratory
       building." Please expand on your Use of Proceeds disclosure to indicate
how far in the
       development process you estimate that the allocated proceeds from the
offering will
FirstName LastNameHung To Pau, Ph.D.
       enable you to reach. For example, please indicate if you expect to be
able to fund specific
Comapany    NameAdvanced
       phases                  Biomed
               of clinical trials,      Inc. the design and development of
specific chips or finish
                                   complete
       building
December         yourPage
           27, 2022    laboratory
                            6       without raising additional capital.
FirstName LastName
 Hung To Pau, Ph.D.
FirstName LastNameHung    To Pau, Ph.D.
Advanced Biomed   Inc.
Comapany27,
December  NameAdvanced
              2022        Biomed Inc.
December
Page 7    27, 2022 Page 7
FirstName LastName

Dividend Policy, page 52

23.      We note your statement that "[t]he proceeds of this offering from
Advanced Biomed to
         Advanced Biomed Taiwan should be approved by Taiwan Investment
Commissions."
         Please clarify if approval is needed from the Taiwan Investment
Commission in
         connection with the offering or the subsequent transfer of the net
proceeds from Advanced
         Biomed to Advanced Biomed Taiwan and, if material, include risk factor
disclosure
         regarding the consequences if any such approval is not granted. In
this regard, we also
         note your statement in this section that "[b]ased on the current
corporate structure,
         Advanced Biomed does not believe that there are restrictions and
limitations on its ability
         to: (i) remit offering proceeds to its subsidiaries outside China..."
Management's Discussion and Analysis
Results of Operations, page 56

24.      We note that you list multiple factors that contribute to changes in
your results. For
         example, you disclose several factors contributing to the increase in
general and
         administrative expenses. Please revise your disclosure to quantify
each material factor
         that contributes to a change in your expenses. Refer to Item 303(b) of
Regulation S-K.
Critical Accounting Policies and Estimates, page 58

25.      The disclosures of your critical accounting policies and estimates
appear to be a repetition
         of your significant accounting policies. Please revise your
disclosures to address the
         material implications of the uncertainties that are associated with
the methods,
         assumptions and estimates underlying your critical accounting
estimates. Your expanded
         disclosure should address the risk related to using different
assumptions and analyze their
         sensitivity to change based on outcomes that are deemed reasonably
likely to occur. Refer
         to Item 303(b)(3) of Regulation S-K.

Our Business
Our Industry, page 64

26.      We note your statements that "[i]t is estimated that the global liquid
biopsy market will
         have a CAGR of 20.5% in 2018-2023" and that "[b]y 2023, the global
liquid biopsy
         market space is estimated to reach about 24 billion US dollars."
Please revise to clarify
         who has made these estimates. Please also note whether the reported
historical CAGR for
         the period from 2018-2021 or 2018-2022 (if available) is consistent
with the estimate of a
         CAGR of 20.5% and to state the reported historical size of the global
liquid biopsy market
         in 2021 or 2022 (if available). Finally, please discuss any material
assumptions underlying
         the projections included in this section and note that while these are
estimates of the
         global market, you intend to initially focus on developing your cancer
screening market in
         China.
 Hung To Pau, Ph.D.
FirstName LastNameHung    To Pau, Ph.D.
Advanced Biomed   Inc.
Comapany27,
December  NameAdvanced
              2022        Biomed Inc.
December
Page 8    27, 2022 Page 8
FirstName LastName
China's Cancer Early Screening Market, page 65

27.      We note your statement that "China   s early screening market is
growing steadily, and the
         scale is expected to exceed 150 billion in three years." Please revise
to state (i) who is
         providing this estimate or expectation, (ii) the basis therefor and
(iii) the applicable
         currency (yuan, U.S. dollars, etc.)
Product in the Pipeline, page 75

28.      Please expand on your description of your A+LCGuard product to explain
how the product
         works. Additionally, we note your disclosure concerning the A+LCGuard
product on page
         75: "The results of this group of data are better than other blood
testing methods on the
         market.    Please remove such comparison as comparisons to available
products and other
         product candidates are not appropriate unless you have conducted
head-to-head trials.
         Please also revise your disclosure to state that sensitivity of your
product was not tested
         against these two comparable blood testing products in head-to-head
comparisons.
Intellectual Property, page 77

29.      Please revise your intellectual property disclosure to clearly
describe on an individual or
         patent family basis (i) the specific products, product groups and
technologies to which
         your patents and patent applications relate, (ii) whether such patents
have been granted or
         if they are pending, (iii) the type of patent protection granted for
each product for material
         patents, as well as (iv) the expiration year and the jurisdiction of
each such patent. Please
         clearly distinguish between owned patents and any patents in-licensed
from third parties.
         In this regard it may be useful to provide tabular disclosure.
Advisors, page 78

30.      We note your disclosure that you have worked with certain advisors
pursuant to certain
         advisory agreements. Please clarify the nature of the work performed
by these individuals
         under the advisory agreements. Please also include a description of
the material terms of
         the advisory agreements, including compensation paid, the scope of the
services provided
         and any termination provisions. Finally, we note your statement that
the advisors "attend
         quarterly meetings of [y]our strategic development committee and
provide professional
         advice to the committee." There does not appear to be a description of
your strategic
         development committee elsewhere in the prospectus. Please revise to
include a description
         of such committee or advise.
Regulations in the PRC
Registration and Filings of Medical Devices, page 84

31.      We note your statements that under the PRC regulations relating to the
classification of
         medical devices, the products you currently manufacture and sell shall
be defined as Class
         I medical devices and that "clinical trials are not required for the
filing of the Class I
 Hung To Pau, Ph.D.
FirstName LastNameHung    To Pau, Ph.D.
Advanced Biomed   Inc.
Comapany27,
December  NameAdvanced
              2022        Biomed Inc.
December
Page 9    27, 2022 Page 9
FirstName LastName
         medical devices, but necessary for the registration of Class II and
Class III medical device
         with certain exceptions." We also note your risk factor disclosure on
page 22 that you
         "must conduct various clinical trials to demonstrate the sensitivity
and specificity of
         [y]our test prior to regulatory approval for marketing of [y]our
product candidates" and
         that the Use of Proceeds section states you will use net proceeds of
the offering, in part,
         for IVD clinical trials. Please clarify if you will be required to
conduct clinical trials in
         connection with the development or sale of your product in the PRC and
ensure your
         disclosure is consistent throughout the prospectus. If you are
required to conduct clinical
         trials, please include disclosure regarding the status and expected
timing for such trials.
National Medical Insurance Program, page 87

32.      We note your disclosure regarding the National Medical Insurance
Program in the PRC
         and that the Notice of Opinion on the Diagnosis and Treatment
Management, Scope and
         Payment Standards of Medical Service Facilities Covered by the
National Urban
         Employees Basic Medical Insurance Scheme regulation "prescribes the
coverage of
         diagnostic and treatment devices and diagnostic tests where part of
the fees is paid
         through the basic medical insurance scheme." We also note your
statement that "[d]etailed
         reimbursement coverage and rate for medical devices and medical
services (including
         diagnostic tests and kits) are subject to each province   s local
policies." Please expand on
         this disclosure to discuss how you anticipate reimbursement coverage
and rates will be
         determined for your products, the applicable agency or agencies that
will make
         such determinations in the PRC and the anticipated timeline for any
such decisions. To the
         extent material, please include risk factor disclosure regarding risks
and uncertainties
         around reimbursement coverage and rates, particularly with respect to
the need to
         negotiate such terms with government entities in the PRC. We also note
that on page 87
         you state that a Notice of Opinion includes a negative list that
precludes certain devices
         and medical services from governmental reimbursement. Please revise to
state the criteria
         for the types of devices and medical services that are included on the
list.
Compensation of Directors and Executive Officers, page 103

33.      We note your disclosure that "[n]o directors    or executive officers
  compensation was paid
         during the years ended June 30, 2022 and 2021" and your statement on
page 104: "Other
         than the compensation agreements and other arrangements described
under    Executive
         Compensation    and    Director Compensation    in this prospectus,
since July 1, 2019, there
         has not been any transaction   .       Executive Compensation    and
 Director
         Compensation    are not headings that appear in this prospectus. We
also note that the four
         members of your current management team all began serving as executive
         officers in November 2022 but that you were incorporated in Nevada in
July 2021 and
         started operations in 2014 through Advanced Biomed Taiwan. Please
clarify if any
         compensation was paid to any former directors or executive officers
during the year ended
         June 30, 2022 or the year ended June 30, 2021. Please refer to the
persons covered
         by Item 402(m)(2) of Regulation S-K, as applicable. Additionally,
please note if the
 Hung To Pau, Ph.D.
FirstName LastNameHung  To Pau, Ph.D.
Advanced Biomed  Inc.
Comapany27,
December  NameAdvanced
             2022       Biomed Inc.
December
Page 10 27, 2022 Page 10
FirstName LastName
         members of your current management team have entered into employment
agreements in
         connection with their service and, if applicable, file such agreements
as exhibits to the
         Registration Statement. Please refer to Item 601(b)(10)(iii) of
Regulation S-K.
Enforceability of Civil Liabilities, page 117

34.      Please expand on your discussion in this section to provide additional
disclosure related to
         the enforceability of civil liabilities in Hong Kong or state that
your discussion regarding
         the enforcement of foreign judgments in the PRC also applies to Hong
Kong. In this
         regard, we note your prospectus convention on page 13 that while
China    refers to the
         People   s Republic of China, including Hong Kong and Macau, "the only
time such
         jurisdictions are not included in the definition of PRC and China is
when [you] reference
         to the specific laws that have been adopted by the PRC." Additionally,
please expand on
         your statement that "most of [y]our directors and officers are
nationals or residents of
         jurisdictions other than the United States" to specify the
jurisdictions where your directors
         and executive officers are located.
Note 1. Organization and Principal Activities, page F-7

35.      On December 30, 2021, we note that Shanghai Sglcell Biotech Co., Ltd.
acquired 100%
         equity interest of Nanjing Yitian Biotech Co., Ltd. Please disclose
the terms of the
         acquisition as well as how you accounted for this acquisition.
36.      In July 2022, you consummated a reorganization pursuant to which you
acquired 100%
         equity interest of Advanced Biomed Inc. (Taiwan), as a wholly owned
subsidiary. Your
         disclosures indicate that the financial statements have been prepared
on the basis as if the
         reorganization became effective as of the beginning of the first
period presented. In this
         regard, please address the following:
             Please disclose the terms of the reorganization;
             Please tell us how you determined it was appropriate to
retroactively reflect the
              impact of this reorganization; and
             On page F-14, you also disclose a series of re-organizing
transactions resulting in 8
              million shares of ordinary shares outstanding as of June 30,
2022. Please clarify
              whether this is related to the same July 2022 reorganization as
well as why your
              financial statements do not reflect 8 million shares outstanding
consistent with your
              disclosures.
Note 5. Goodwill, page F-14

37.      In regards to your acquisition of Shanghai Sglcell Biotech Co., please
address the
         following:
             We note that the primary asset purchased in the acquisition was
equipment and net
              working capital. Please tell us how you determined that you
acquired a business and
              correspondingly should account for this as a business combination
pursuant to ASC
              805. Please specifically address the guidance in ASC 805-10-55,
including 10-55-5A
 Hung To Pau, Ph.D.
Advanced Biomed Inc.
December 27, 2022
Page 11
              which states if substantially all of the fair value of the gross
assets acquired is
              concentrated in a single identifiable asset or group of similar
identifiable assets, the
              set is not considered a business; and
                Please address what consideration you gave to providing
financial statements of this
              entity pursuant to Rule 3-05 of Regulation S-X as well as
corresponding pro forma
              financial information pursuant to Article 11 of Regulation S-X.
Item 15. Recent Sales of Unregistered Securities, page II-2

38.      It appears from your disclosure in this section that 100% of your
25,000,000 outstanding
         shares of common stock were issued on October 25, 2022. Please revise
your disclosure to
         explain the circumstances surrounding these stock issuances.
Additionally, we note your
         disclosure on page 12 that you "were incorporated in Nevada in July
2021 as a holding
         company" and "started operations in 2014 through Advanced Biomed
Taiwan as a
         research and development center for technology research and product
development."
         Please clarify how these recent stock issuances relate to your
corporate history and
         previous stockholders to the extent they were different than your
existing stockholders.
Item 17. Undertakings, page II-3

39.      Please revise to provide all of the undertakings required by Item 512
of Regulation S-K.
General

40.      We note that the Registration Statement does not appear to include any
discussion of the
         tax consequences to investors of investing in the Company. Please tell
us how you
         determined that the tax consequences to investors are not material.
41.      We note your statements on page 35 and 94 that    [b]ased on the
advice of [your] PRC
         legal adviser and [y]our understanding of currently applicable PRC
laws and regulations,
         [y]our registered public offering in the U.S. is not subject to the
review or prior approval
         of the Cyberspace Administration of China (the    CAC   ).    Please
identify the PRC legal
         adviser, clarify if it is an entity separate from your "PRC counsel,"
and file a consent.
         Alternatively, remove the reference and explain the basis for your
belief that you are not
         subject to the review or required to obtain prior approval of the CAC.
42.    Please supplementally provide us with copies of all written
communications, as defined in
FirstName LastNameHung To Pau, Ph.D.
       Rule 405 under the Securities Act, that you, or anyone authorized to do
so on your behalf,
Comapany    NameAdvanced
       present                Biomed in
               to potential investors Inc.
                                        reliance on Section 5(d) of the
Securities Act, whether or
       not they
December        retainPage
           27, 2022    copies
                           11 of the communications.
FirstName LastName
 Hung To Pau, Ph.D.
FirstName LastNameHung  To Pau, Ph.D.
Advanced Biomed  Inc.
Comapany27,
December  NameAdvanced
             2022       Biomed Inc.
December
Page 12 27, 2022 Page 12
FirstName LastName
       You may 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
Conlon Danberg at 202-551-4466 or Margaret Schwartz at 202-551-7153 with any
other
questions.



                                                         Sincerely,

                                                         Division of
Corporation Finance
                                                         Office of Industrial
Applications and
                                                         Services
cc:      Fang Liu, Esq.