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November 17, 2023
Ke Chen
Chief Executive Officer
WF International Ltd.
No. 1110, 11th Floor, Unit 1, Building 7, No. 477, Wanxing Road
Chengdu, Sichuan, China, 610041
Re:WF International Ltd.
Registration Statement on Form F-1
Filed November 8, 2023
File No. 333-275382
Dear Ke Chen:
            We have reviewed your registration statement and have the following comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form F-1 filed November 8, 2023
Prospectus Cover Page, page 1
1.Please revise to disclose Mr. Chen's ownership after the offering assuming the
overallotment is exercised, in addition to the current disclosure.
General
2.We note the changes you made to your disclosure appearing on the cover page and Risk
Factor section 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 last draft registration statement amendment submitted
on September 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

 FirstName LastNameKe Chen
 Comapany NameWF International Ltd.
 November 17, 2023 Page 2
 FirstName LastName
Ke Chen
WF International Ltd.
November 17, 2023
Page 2
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 referencing the PRC
government’s intent to strengthen its regulatory oversight conveys the same risk. Please
restore your disclosures in these areas to the disclosures as they existed in the last draft
registration statement amendment submitted on September 7, 2023.
3.We note that in your response to prior comment 1 you state the two leases were registered
on September 27, 2023 and that you removed the prior risk factor disclosure.  Please
revise to provide clear disclosure throughout the filing of the prior failure to register the
two lease agreements with the relevant government authorities.  Please specify the
governmental authorities with whom the leases were filed, any fines or penalties due to
the failure to register, and whether this failure to register has or may in the future
impact the other regulatory permissions you have received or will receive.  Please add risk
factor disclosure.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact William Demarest at 202-551-3432 or Jennifer Monick at 202-551-3295 if
you have questions regarding the financial statements and related matters. Please contact Ronald
(Ron) E. Alper at 202-551-3329 or Pam Howell at 202-551-3357 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Richard I. Anslow