SecProbe.io

CORRESP
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    Joe Laxague

    Partner

    jlaxague@cronelawgroup.com

    Mason Allen

    Of Counsel

    mallen@cronelawgroup.com

VIA EDGAR

October 13, 2023

U.S. SECURITIES AND EXCHANGE COMMISSION

Division of Corporation Finance

Office of Industrial Applications and Services

100 F Street, N.E.

Washington, DC 20549

    Attn:
    Julie Sherman

    Terence O'Brien

    Conlon Danberg

    Margaret Schwartz

    Re:
    Oriental Rise Holdings Limited

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

    Submitted September 1, 2023

    CIK No. 0001964664

Dear Mr. Danberg and Ms. Schwartz

On behalf of Oriental Rise
Holdings Limited, a Cayman Islands corporation (the “Company”), we write in response to comments by the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) in its letter dated September 26, 2023, with reference to the
Company’s Draft Registration Statement on Form F-1 filed with the Commission on September 1, 2023, (the “Registration Statement”).
We also simultaneously file with the Commission an amended Registration Statement on Form F-1 in response to such comments.

For the convenience of the
Staff, each of the Staff’s comments is included and is followed by the corresponding response of the Company.

Amendment No. 2 to Draft Registration Statement on Form F-1 submitted
September 1, 2023

Commonly Used Defined Terms, page ii

 1. We note your response to previous comment 2 and re-issue the comment in part. Please revise your definition
of "China" or the "PRC" to clarify that it includes the Hong Kong and Macau Special Administrative Regions. Additionally,
please also state that the legal and operational risks associated with having substantially all of your operations in China would apply
to any future operations in Hong Kong or Macau.

Response: In response
this comment, the Company has amended the Registration Statement to revise the definition of “China” or the “PRC”
to expressly include the special administrative regions of Macau and Hong Kong. The Company has also amended the Registration Statement
under the caption “Risk Factors” to disclose that the legal and operational risks associated with having substantially all
of our operations in China may apply to any future operations in Hong Kong or Macau.

However, the Company respectfully
advises the Staff that because the special administrative regions of Macau and Hong Kong operate under regulatory and legal regimes that
are separate and distinct from the regulations and laws of the PRC. For example, the Basic Law of the Hong Kong Special Administrative
Region (the “Basic Law”), is a national law of the PRC and constitutional document for Hong Kong and provides Hong Kong with
a high degree of autonomy and executive, legislative and independent judicial powers, including that of final adjudication under the principle
of “one country, two systems. Similar constituent legal arrangements and conventions apply to the regulatory and legal regime in
Macau. Accordingly, the Company does not believe that that the legal and operational risks associated with having substantially all of
our operations in China would, at the present time, materially impact any future operations in Hong Kong or Macau.

Our Business Strategy

Purchase of an automatic production line for production of refined
tea, page 7

 2. We note your response to previous comment 5 and re-issue the comment. The prospectus refers to anticipated
purchases of (i) four automatic production lines for production of primarily-processed white tea and (ii) one additional production line
for the production of refined tea. The existing disclosure you referenced regarding the US$0.73 million (RMB 4.90 million) purchase appears
to relate only to the four production lines for primarily processed white tea. If known, please also provide an estimated cost for the
planned purchase of the fifth automatic production line for the production of refined tea and note if you intend to make this purchase
using the expected net proceeds from the offering. If the estimated US$0.73 million purchase price includes all five production lines,
please revise the disclosure to clarify.

Response: In response
this comment, the Company has amended the Registration Statement under the captions, “Prospectus Summary—Our Business Strategy”
and “Business—Our Business Strategy” to clarify that the estimated cost for the purchase of a fifth automatic production
line for the production of refined tea using the expected net proceeds from the offering is in addition to the estimated costs associated
with the purchase of four automatic production lines for the production of primarily-processed white tea. The Company has further the
Registration Statement under the captions, “Use of Proceeds" to reflect the foregoing allocation of net proceeds.

Description of Share Capital, page 136

 3. We see that in response to our prior comment 10 you indicate that the 9,599,900 shares were issued
at $0.001 which appears to be consistent with your disclosure on page II-1, however, your disclosure in footnote 17 indicates that they
were issued at $0.01. Please advise.

Response: In response
this comment, the Company, in consultation with its independent auditors, has amended the notes to the financial statements included in
the Registration Statement to clarify in footnote 18 (previously footnote 17) that the 9,599,900 Ordinary Shares were issued at $0.001
par value per share.

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 4. Please refer to our prior comment 11. Please explain to us in further detail how you determined the
fair value of the common stock underlying your equity issuances during the last twelve months, and provide us with the significant reasons
for the differences between the recent valuations of your common stock leading up to the IPO and the estimated offering price.

Response: In response
this comment, the Company respectfully advises the Staff that the Company believes that the initial issuances of shares to the Company’s
founders Mr. Chun Sun Wong, Mr. Wai Kwong Fong and Dr. Deming Zhou (as beneficial owners of Plentiful Thriving Limited,
Affluent Kind Limited and Risingstar Limited, respectfully) at the then-par value of $0.001 per share was necessary and appropriate given
the start-up nature of the Company at such time. The Company further believes that the issuance of additional shares to the Company’s
founders Messrs. Wong and Fong and Dr.  Zhou (as beneficial owners) on January 10, 2023, again at the then- par value of $0.001 per
share, reflected the arm’s length negotiation with the additional investors WZ Global (BVI) Limited, ECF (BVI) Limited and HKC Global
(BVI) Limited, with the mutual understanding of all such parties that the founders would retain a 60% ownership interest in the Company
while the additional investors would obtain a 40% ownership interest in the Company, in both cases prior to any public offering of shares.
The difference in per-share price offered by the Company on January 10, 2023 reflected the relative timing of each party’s initial
investment in the Company.

Subsequent
to the January 10, 2023 issuances, as the Company’s board of directors and shareholders entertained discussions regarding an initial
public offering of the Company accessing the United States’s capital markets, and following the engagement and involvement of the
Company's independent third-party financial advisors and investment bankers, US
Tiger Securities, Inc., the Company agreed that a per share offering price of $4.00 per Ordinary Share reflects fair estimation of the
valuation of the Company given a variety of factors, including recent operating results of the Company, the results of public offerings
of shares by similarly situated issuers and current general conditions of capital markets in the United States.

Differences in Corporate Law

Shareholders' Suits, page 141

 5. We note your statement that "[o]ur post-offering articles of association contains a provision
by which our shareholders waive any claim or right of action that they may have, both individually and on our behalf, against any director
in relation to any action or failure to take action by such director in the performance of his or her duties with or for our Company,
except in respect of any fraud, willful default or dishonesty of such director." Please disclose whether this provision applies to
actions arising under the Securities Act or Exchange Act. If so, please also state that there is uncertainty as to whether a court would
enforce such provision and state that investors cannot waive compliance with the federal securities laws and the rules and regulations
thereunder. Please add a risk factor disclosing this provision and discussing the related risks, including that this provision may discourage
claims and limit shareholders' ability to bring claims.

Response: In response
this comment, the Company has amended the Registration Statement to disclose that the Company does not take a position as to whether such
provision in our amended and restated articles of association are enforceable under U.S. state or federal law, including but not limited
to the Securities Act or the Exchange Act, and that the Commission has taken the position that waivers of compliance with provisions of
federal securities laws, including the Securities Act or the Exchange Act, are against public policy and therefore void as a matter of
federal law. In addition, the Company has amended the Registration Statement to add a risk factor to address the uncertainty arising from
such provision in our amended and restated articles of association.

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General

 6. We note the changes you made to your disclosure appearing on the cover page, Summary and Risk Factor
sections relating to legal and operational risks associated with operating in China and PRC regulations. It is unclear to us that there
have been changes in the regulatory environment in the PRC since the amendment that was filed on July 7, 2023, warranting revised disclosure
to mitigate the challenges you face and related disclosures. The Sample Letters to China-Based Companies sought specific disclosure relating
to the risk that the PRC government may intervene in or influence your operations at any time, or may exert control over operations of
your business, which could result in a material change in your operations and/or the value of the securities you are registering for sale.
We remind you that, pursuant to federal securities rules, the term “control” (including the terms “controlling,”
“controlled by,” and “under common control with”) as defined in Securities Act Rule 405 means “the possession,
direct or indirect, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership
of voting securities, by contract, or otherwise.” The Sample Letters also sought specific disclosures relating to uncertainties
regarding the enforcement of laws and that the rules and regulations in China can change quickly with little advance notice. We do not
believe that your revised disclosure conveys the same risk. Please restore your disclosures in these areas to the disclosures as they
existed in the registration statement as of July 7, 2023.

Response: In response
this comment, the Company has amended the Registration Statement to restore a substantial majority of the Company’s disclosures
in these areas to the disclosures as they existed in the Registration Statement filed as of July 7, 2023.

However, the Company respectfully
advises the Staff that the Company has modified certain disclosures, in consultation with PRC counsel, based upon guidance from the CSRC
to similarly-situated companies relating to legal and operational risks associated with operating in China, including:

 ● that that CSRC does not consider their applicable
regulations and guidance “vague and uncertain” (cover page and related disclosure);

 ● that even though the New Administrative Rules
Regarding Overseas Listings are newly promulgated, it may not be accurate to say their application and enforcement remain unclear, as
the CSRC has actually published certain guidelines re the Trial Measures;

 ● with respect to capital outflows and the RMB’s
depreciation against the U.S. dollar, the CSRC has taken the position that such measures do not reflect capital control measures,
but rather capital management measures which allow for outflows of capital pursuant to applicable regulations and procedures;

 ● with respect to any uncertainty as to how the
M&A Rules will be interpreted or implemented by the relevant PRC authorities, based upon guidance from the CSRC to similarly-situated
companies, the Company believes the uncertainty relates primary to the interpretation or implementation of the M&A Rules in the context
of an overseas offering;

 ● regarding Risks Related to Doing Business in
China, the Company believes that the amended disclosure is consistent with CSRC and SEC guidance relating to U.S. securities offerings
by similarly-situated companies; and

 ● that the risk that restrictions under PRC law
on our PRC Subsidiaries’ ability to make dividends and other distributions should more accurately be described as procedural requirements
under applicable to make dividends or other distributions outside of the PRC.

We thank the Staff for its
review of the Registration Statement and this correspondence. Please feel free to contact me should you require additional information
at (775) 234-5221 or jlaxague@cronelawgroup.com.

    Sincerely yours,

    THE CRONE LAW GROUP P.C.

    /s/ Joe Laxague

    Joe Laxague

    cc:
    Dezhi Liu

    Chief Executive Officer

    Oriental Rise Holdings Limited

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