SecProbe.io

CORRESP
1
filename1.htm

 August
14,  2024

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporate Finance

100
F Street, NE

Washington,
D.C. 20549

Attn:
Ms. Liz Packebusch and Ms. Irene Barberena-Meissner

Re:
New Century Logistics (BVI) Ltd

Amendment
No. 4 to Registration Statement on Form F-1

Filed
April 16, 2024

File
No. 333-274115

Dear
Ms. Liz Packebusch and Ms. Irene Barberena-Meissner:

Please
find below our responses to the questions raised by the staff (the “Staff”) of the U.S. Securities and Exchange Commission
(the “Commission”) in its letter of comments dated May 9, 2024 (the “Comment Letter”), relating
to the Amendment No. 4 to Registration Statement on Form F-1, which was filed with the Commission by New Century Logistics (BVI) Ltd
(the “Company” or “we”) on April 16, 2024.

The
Company’s responses are numbered to correspond to the Staff’s comments. For your convenience, each of the Staff’s comments
contained in the Comment Letter has been restated.

We
have also updated the Registration Statement on Form F-1 (“Registration Statement”) which is submitted to the Commission
simultaneously together with this letter.

    1.
    We
                                            note that the audit opinion refers to the “consolidated” statements of income
                                            and comprehensive income, changes in shareholders’ equity and cash flows, but does
                                            not refer to the “consolidated” balance sheets. We also note you present Consolidated
                                            Balance Sheets on page F-3. Please coordinate with your auditors and tell us why the audit
                                            opinion does not refer to consolidated balance sheets or revise as appropriate.

    Response
    The
    auditors have informed us that this was a typographical error. The revised Registration Statement contains an updated audit opinion
    that refers to the “Consolidated” balance sheets.

    2.
    We
                                            note that you entered into an engagement agreement with Craft Capital management LLC (“Craft
                                            Capital”) on February 7, 2023 to serve as your underwriters in this offering, then
                                            terminated the agreement on September 25, 2023. We also note that the Underwriting Agreement
                                            with Craft Capital was never filed as an exhibit.

    You
    state that you received a letter from Craft Capital on September 27, 2023 alleging you breached the engagement agreement and demanding
    compensation of $78,126 for expenses Craft Capital claimed to have incurred, and a breakup fee of $100,000.

    Please
    address the following:

    ●
    Tell
    us whether or not you recorded the $78,126 of expenses Craft Capital claimed to have incurred on your statement of operations for
    the year ended September 30, 2023 and the basis for your accounting.

    Response
    According
                                            to ASC 450, a contingent liability involves uncertainty about whether a loss has been incurred.
                                            A liability for a contingent loss should be accrued only if the loss is both probable and
                                            reasonably estimable. Based on available information at the date of issuance of consolidated
                                            financial statements, we do not believe that the Company must pay these expenses and
                                            there is uncertainty that such a loss will be incurred. Moreover, the Company is also not
                                            aware of any lawsuit or pending proceedings in connection with such claim. Therefore, we
                                            have not recorded the expenses on our statement of operations for the year ended September
                                            30, 2023 and just provide detailed disclosure on contingencies for the claim.

  On July 18, 2024, we entered
  into a new engagement agreement with Craft Capital to act as our underwriter in this offering. Under the terms of the new engagement
  agreement, the Company agreed to reimburse Craft Capital for an amount of $25,000 representing legal fee incurred previously and the
  remaining balance of $53,126 claimed by Craft Capital was waived. The agreed amount of $25,000 was accrued in the statement of financial
  position as of March 31, 2024 accordingly.

    ●
    Tell
    us the amount of fees that were expensed and paid to Craft Capital under the engagement agreement for the year ended September 30,
    2023.

    Response
    Expenses
                                            of $21,386.76, including traveling and researching charges, that were incurred on
                                            our statement of operations for the year ended September 30, 2023 and $62,948.71, including
                                            the initial advance of $25,000 as per the agreement and legal and advisory fees, was
                                            recorded in deferred IPO cost as of September 30, 2023.

    ●
    Tell
    us whether you have any amounts due to Craft Capital as of September 30, 2023.

    Response
    The
    Company does not have any outstanding amounts due to Craft Capital as of September 30, 2023.

    ●
    Provide
    us with the details of your engagement agreement that discusses the $100,000 breakup fee.

    Response
    The
    signed engagement agreement between the Company and Craft Capital dated February 7, 2023, does not provide for any break-up fee.
    In addition, the Company entered into a new engagement agreement with Craft Capital on July 18, 2024, pursuant to which the Company
    has agreed to reimburse Craft Capital for an amount of $25,000, for previously incurred legal fees. Accordingly, the Company and
    Craft Capital have agreed that no further break-up fee is payable.

Should
you have any questions regarding the foregoing, please do not hesitate to contact me or our counsel with any questions or comments regarding
this correspondence on the revised F-1.

    Very
    truly yours,

    By:
    /s/
    Ngan Ching Shun

    Name:

    Ngan
    Ching Shun

    Chief
    Executive Officer