SecProbe.io

November 19, 2024
Son Tam
Chief Executive Officer
Epsium Enterprise Ltd
Alameda Dr. Carlos D’assumpcao
Edf China Civil Plaza 235-243, 14 Andar P
Macau, SAR China
Re:Epsium Enterprise Ltd
Amendment No. 5 to Registration Statement on Form F-1
Filed November 4, 2024
File No. 333-276313
Dear Son Tam:
            We have reviewed your amended registration statement and have the following
comment(s).
            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 October 2, 2024 letter.
Amendment No. 5 to Registration Statement on Form F-1 filed November 4, 2024
Risk Factors
Risks Related to Our Business and Industry, page 15
We note that your revenues for the six months ended June 30, 2024 declined 61.34%,
attributed primarily to “depression of economic activities in local market” and an
“overall economic downturn result[ing] in reduced demand for alcoholic beverages in
Macau.” We further note your risk factor disclosure that your business “may be
negatively affected by various economic and social disruptions, including but not
limited to a slowdown, recession, or inflationary pressures in the general
economy…These disruptions could result in reduced demand for the Operating
Entity’s products…” Please update where appropriate if recent inflationary pressures 1.

November 19, 2024
Page 2
and economic conditions have materially impacted your operations. Identify the types
of inflationary pressures you are facing and how your business has been affected, as
well as any actions planned or taken to mitigate such pressures.
Industry Overview, page 66
2.Please update the description of the state of your industry for consistency with the
results of operations disclosure that there has been a “noticeable decrease in the
demand for alcoholic beverages in Macau” and that a recent “overall economic
downtown” has caused “a serious contraction of the wholesale market for low-priced
alcoholic beverages." In this regard, we note that much of the disclosure in this
section is given as of 2022 or early 2023 and includes statements implying that the
market and demand for alcoholic beverages in Macau is continuing to grow (e.g., “As
the economy recovers, the consumption of alcoholic beverages in Macau is expected
to increase…” and “[t]he growth trend likely correlates to the expansion of the middle
and upper classes in Macau and their ability and willingness to purchase high-end and
craft alcoholic beverages…”).
Underwriting, page 117
3.Provide additional information as to why your disclosure and Sections 2.27 and 3.18
of the form of underwriting agreement filed as Exhibit 1.1 indicate that the lock-up
arrangements applicable to the company, directors, officers, and holders of at least 5%
of outstanding ordinary shares will be in favor only of EF Hutton, rather than both
underwriters for the offering. Explain the purpose of this distinction, and clarify
whether this is meant to suggest that EF Hutton will be able to unilaterally release
such parties from their lock-up arrangements, and if so, why this was decided upon. In
this regard, we note that Section 3.19 of the form of underwriting agreement suggests
that EF Hutton will have the sole ability to waive the lock-up period, but the form of
press release included within Exhibit 1.1 and description of lock-up agreements at
page 119 are inconsistent on this point.
            Please contact James Giugliano at 202-551-3319 or Adam Phippen at 202-551-3336 if
you have questions regarding comments on the financial statements and related
matters. Please contact Rebekah Reed at 202-551-5332 or Dietrich King at 202-551-8071
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Laura Hua Lua Hemman, Esq.