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Correspondence 0001493152-23-038480 from Fenbo Holdings Ltd (FEBO)

Fenbo Holdings Ltd
Date: Oct. 27, 2023 · CIK: 0001957001 · Accession: 0001493152-23-038480

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File numbers found in text: 333-274448

Referenced dates: October 26, 2023

Date
Oct. 27, 2023
Author
/s/
Form
CORRESP
Company
Fenbo Holdings Ltd

Letter

Re: Fenbo Holdings Limited Amendment No.2 to Registration Statement on Form F-1 Filed October 17, 2023 File No. 333-274448

Dear Ms. Clark:

We represent Fenbo Holdings Limited (“Registrant” and “Company”) as U.S. counsel. We are submitting herewith Amendment No. 3 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 October 26, 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.

Amendment No. 2 to Registration Statement on Form F-1

Signatures, page II-4

1. Please revise your signature page to include the signatures required by Form F-1. Refer to Instruction 1 to Signatures of Form F-1.

Response:

The signature page has been revised to include the signatures required by Form F-1.

See page II-4.

Please be advised that in response to the oral comments received on October 26, 2023 regarding the completion of missing information on pages 13 and 40 of the registration statement, that information have also been included in Amendment No. 3. Additional exhibits will be filed by amendment.

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 Simon Lam of Centurion ZD CPA & Co. at +852 2126 2349 (email: simon@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

October
27, 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.2 to Registration Statement on Form F-1

    Filed
    October 17, 2023

    File
    No. 333-274448

Dear
Ms. Clark:

We
represent Fenbo Holdings Limited (“Registrant” and “Company”) as U.S. counsel. We are submitting herewith Amendment
No. 3 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 October 26, 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.

Amendment
No. 2 to Registration Statement on Form F-1

Signatures,
page II-4

1.
Please revise your signature page to include the signatures required by Form F-1. Refer to Instruction 1 to Signatures of Form F-1.

Response:

The
signature page has been revised to include the signatures required by Form F-1.

See
page II-4.

Please
be advised that in response to the oral comments received on October 26, 2023 regarding the completion of missing information on pages
13 and 40 of the registration statement, that information have also been included in Amendment No. 3. Additional exhibits will be filed
by amendment.

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 Simon Lam of Centurion
ZD CPA & Co. at +852 2126 2349 (email: simon@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 Carmel LLP

    Centurion
    ZD CPA & Co.