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Correspondence 0001493152-23-034810 from Fenbo Holdings Ltd (FEBO)

Fenbo Holdings Ltd
Date: Sept. 29, 2023 · CIK: 0001957001 · Accession: 0001493152-23-034810

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Document Type
Confidence
SEC Posture
Company Posture

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Reasoning

Referenced dates: September 19, 2023

Date
Sept. 29, 2023
Author
/s/
Form
CORRESP
Company
Fenbo Holdings Ltd

Letter

Re: Fenbo Holdings Limited Amendment No.1 to Registration Statement on Form F-1 Filed September 11, 2023 CIK No. 0001957001

Dear Ms. Clark:

We represent Fenbo Holdings Limited (“Registrant” and “Company”) as U.S. counsel. We are submitting herewith Amendment No.1 to the Registration Statement on Form F-1 (the “Registration Statement”) which is being filed via EDGAR simultaneously with this transmittal letter.

The purpose of this letter is to respond to the comment letter dated September 19, 2023, from the Division of Corporation Finance, Office of Energy & Transportation (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission” or “SEC”) relating to the above-referenced Registration Statement. For your convenience, the comment has been reproduced below, followed by the Registrant’s response.

Form F-1 filed September 11, 2023

Selling Shareholders, page A-8

1. We note that 2,000,000 Ordinary Shares were purchased by the selling shareholders on August 11, 2023. We also note the sale of 2,000,000 Ordinary Shares to the selling shareholders on September 4, 2023. Please update the table to reflect the September 4, 2023 sale or revise for consistency.

Response:

The table has been revised to reflect the September 4, 2023 sale.

See page A-8 of the Resale Prospectus.

On behalf of the Company, we appreciate your attention to this matter. If you have any questions or wish to discuss any matters with respect to the confidential submission, please do not hesitate to contact me at (303) 292-3883 (email: hfs@schlueterintl.com) or my colleague Celia Velletri at (303) 292-3883 (email: cv@schlueterintl.com). Regarding accounting matters, you may contact Dominic Chan of Centurion ZD CPA & Co. at +852 2126 2388 (email: dominic@czdcpa.com) in respect of any accounting issues.

Thanks in advance for your cooperation in connection with this matter.

Sincerely,
/s/
Henry F. Schlueter

Show Raw Text
CORRESP
1
filename1.htm

SCHLUETER
& ASSOCIATES, P.C.

5655
SOUTH YOSEMITE STREET, SUITE 350

GREENWOOD
VILLAGE, CO 80111

TELEPHONE:
+1-303-292-3883

FACSIMILE:
+1-303-648-5663

Email:
hfs@schlueterintl.com

 September
29,  2023

U.S.
Securities and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

Attn:
Heather Clark

    Re:
    Fenbo
    Holdings Limited

    Amendment
    No.1 to Registration Statement on Form F-1

    Filed
    September 11, 2023

    CIK
    No. 0001957001

Dear
Ms. Clark:

We
represent Fenbo Holdings Limited (“Registrant” and “Company”) as U.S. counsel. We are submitting herewith Amendment
No.1 to the Registration Statement on Form F-1 (the “Registration Statement”) which is being filed via EDGAR simultaneously
with this transmittal letter.

The
purpose of this letter is to respond to the comment letter dated September 19, 2023, from the Division of Corporation Finance, Office
of Energy & Transportation (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”
or “SEC”) relating to the above-referenced Registration Statement. For your convenience, the comment has been reproduced
below, followed by the Registrant’s response.

Form
F-1 filed September 11, 2023

Selling
Shareholders, page A-8

    1.
    We
                                            note that 2,000,000 Ordinary Shares were purchased by the selling shareholders on August
                                            11, 2023. We also note the sale of 2,000,000 Ordinary Shares to the selling shareholders
                                            on September 4, 2023. Please update the table to reflect the September 4, 2023 sale or revise
                                            for consistency.

Response:

The
table has been revised to reflect the September 4, 2023 sale.

See
page A-8 of the Resale Prospectus.

On
behalf of the Company, we appreciate your attention to this matter. If you have any questions or wish to discuss any matters with respect
to the confidential submission, please do not hesitate to contact me at (303) 292-3883 (email: hfs@schlueterintl.com) or my colleague
Celia Velletri at (303) 292-3883 (email: cv@schlueterintl.com). Regarding accounting matters, you may contact Dominic Chan of Centurion
ZD CPA & Co. at +852 2126 2388 (email: dominic@czdcpa.com) in respect of any accounting issues.

Thanks
in advance for your cooperation in connection with this matter.

    Sincerely,

    /s/
    Henry F. Schlueter

    c:

    Fenbo
    Holdings Limited

    EF
    Hutton, division of Benchmark Investments, LLC

    Sichenzia
    Ross Ference LLP

    Centurion
    ZD CPA & Co.