SecProbe.io

CORRESP
1
filename1.htm

September
8, 2023

Via
EDGAR

Division
of Corporation Finance

Office
of Trade & Services

U.S.
Securities and Exchange Commission

100
F Street, NE

Washington,
D.C., 20549

    Attention:

    Steve
    Lo

    Kimberly
    Calder

    Liz
    Packebusch

    Timothy
    S. Levenberg

    Re:

    Globavend
                                            Holdings Ltd (CIK No. 0001978527)

    Registration
    Statement on Form F-1

    Amended
    on September 8, 2023

    File
    No. 333-274166

Ladies
and Gentlemen:

On
behalf of our client, Globavend Holdings Limited, a foreign private issuer organized under the laws of the Cayman Islands (the “Company”),
we submit to the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”)
this letter setting forth the Company’s responses to the comments contained in the Staff’s letter dated September 6, 2023
on the Company’s registration statement on Form F-1 filed on August 23, 2023 (the “Registration Statement”).
Concurrently with the submission of this letter, the Company is filing its amendment no.1 to the Registration Statement on Form F-1 (the
“Registration Statement No.1”) and certain exhibits via EDGAR to the Commission.

K&L
GATES, SOLICITORS

44th
Floor Edinburgh Tower The Landmark 15 Queen’s Road Central Hong Kong

高蓋茨律師事務所
香港中環皇后大道中15號 置地廣場公爵大廈44樓

T
+852 2230 3500 F +852 2511 9515 klgates.com

    Partners

    Neil
    CAMPBELL
    甘寶靈

    William
    Z. HO
    何志淵

    Virginia
    M.L. TAM
    譚敏亮

    Sook
    Young YEU

    呂淑榮

    Michael
    K.S. CHAN
    陳國淳

    Jay
    J. LEE
    李再浩

    Choo
    Lye TAN
    陳珠萊

    Eugene
    Y.C. YEUNG

    楊睿知

    Sacha
    M. CHEONG
    文錦明

    Iris
    M.K. LEUNG
    梁美琪

    Vincent
    S.K. TSO
    曹紹基

    Jay
    C. CHIU
    邱志藩

    Scott
    D. PETERMAN
    畢德民

    Christopher
    TUNG
    董彥華

    Paul
    R. HASWELL
    何
    威

    Carolyn
    H.L. SNG
    孫慧蓮

    Frank
    VOON
    溫匯源

    Registered
    Foreign Lawyer (PRC)

    Registered
    Foreign Lawyer (California (USA))

    Amigo
    L. XIE
    謝
    嵐

    Roberta
    A. CHANG
    張
    安

Form
F-1 Filed August 23, 2023

Management’s
Discussion and Analysis of Financial Condition and Results of Operations

Results
of Operations, page 60

    1.
    We
    note you revised your disclosure on page 59 in response to prior comment 1. We reissue the comment. Please revise your discussion,
    to the extent material to an understanding of your results of operations, to quantify for each period presented the impact that foreign
    currency movement had on specific line items of revenue and expenses. For example, discussions about changes in the price vs. volume
    mix should consider changes in foreign currency fluctuation and how they impacted revenue. Refer to Item 5.A.3. of Form 20-F.

    In
    response to the Staff’s comment, the Company has included the referenced disclosure on pages 61, 62, 64 and 65 of the Registration
    Statement No.1.

Exhibits

Exhibit
5.1

Opinion
of Conyers Dill & Pearman, page II-4

    2.
    If
    counsel intends to use the term “Resale Shares” in the legality opinion, please revise the opinion to define the term
    and to opine on the Resale Shares at Section 4.3.

    In
    response to the Staff’s comment, the Company respectfully advises the Staff that the Company is not registering any of its
    shares for resale in this offering. The Company has included a revised legality opinion as exhibit 5.1 of the Registration Statement
    No.1, which has removed any references to “Resale Shares”.

    3.
    At
    Section 3.3, counsel states that the legality opinion “is issued solely for the purposes of the filing of the Registration
    Statement and the offering of the IPO Shares by the Company and is not to be relied upon in respect of any other matter.” Please
    be advised that you may not limit reliance in a manner that excludes anyone entitled to rely on the opinion. Refer to Staff Legal
    Bulletin 19 at Section II.B.3.d.

    In
    response to the Staff’s comment, the Company has included a revised legality opinion as exhibit 5.1 of the Registration
    Statement No.1, which has removed the referenced limitation.

    4.
    Similarly,
    please ensure that the opinion includes no assumptions which are overly broad, that “assume away” the relevant issue,
    or that assume any of the material facts underlying the opinion or any readily ascertainable facts. For example, in connection with
    its Section 4.3 opinion that the shares offered by the selling shareholders “are validly issued, fully paid and non-assessable,”
    counsel may not assume that such shares “have been fully paid for and the issue price was at or above par value,” as
    it does in Section 2.9. Refer to Staff Legal Bulletin 19 at Sections II.B.2.h and II.B.3.a.

    In
    response to the Staff’s comment, the Company has included a revised legality opinion as exhibit 5.1 of the Registration
    Statement No.1, which has removed the referenced assumptions.

General

    5.
    We
                                            note the proposed offering by the selling shareholders of up to 1,680,210 Ordinary Shares.
                                            It appears that the transaction may be an indirect primary offering with the selling shareholders
                                            acting as a conduit in a distribution to the public. Please provide us with your detailed
                                            analysis as to why the proposed offering is not an indirect primary offering on your behalf
                                            and thus is appropriately characterized as a valid secondary offering under Securities Act
                                            Rule 415(a)(1)(i). For guidance, please see Interpretive Response 612.09 of our Compliance
                                            and Disclosure Interpretations for Securities Act Rules.

    In
    response to the Staff’s comment, the Company respectfully advises the Staff that the Company is not registering any of its
    shares for resale in this offering. The Company has removed the resale prospectus in the Registration Statement No.1.

    Very
    truly yours,

    /s/ Virginia Tam

    Name:
    Virginia
    Tam

    Title:

    Partner