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Correspondence 0001213900-24-081067 from WF Holding Ltd (WFF)

WF Holding Ltd
Date: Sept. 23, 2024 · CIK: 0001980210 · Accession: 0001213900-24-081067

AI Filing Summary & Sentiment

Referenced dates: August 26, 2024

Date
September 23, 2024
Author
WF Holding Limited
Form
CORRESP
Company
WF Holding Ltd

Letter

WF Holding Limited

Lot 3893, Jalan 4D, Kg. Baru Subang

Seksyen U6, 40150 Shah Alam, Selangor, Malaysia

September 23, 2024

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, DC. 20549

Attn: Nicholas O’Leary

Re: WF Holding Ltd

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

Submitted August 15, 2024

CIK No. 0001980210

Ladies and Gentlemen:

We hereby submit the responses of WF Holding Limited (the “Company”) to the comments of the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) set forth in the Staff’s letter, dated August 26, 2024, providing the Staff’s comments with respect to the Company’s draft Registration Statement on Form F-1 (as amended, the “Registration Statement”).

For the convenience of the Staff, each of the Staff’s comments is included and is followed by the corresponding response of the Company. Unless the context indicates otherwise, references in this letter to “we,” “us” and “our” refer to the Company on a consolidated basis.

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

Principal Shareholders, page 59

1. We note your revised footnote 4 that Lew Capital Private Limited holds 9,062,400 ordinary shares of your company. However, we also note your revised footnote 6 that Lew Capital Private Limited holds 8,807,400 ordinary shares of your company. Please revise to resolve this discrepancy. In addition, please disclose in an appropriate location the family relationship between Chee Hoong Lew and Chee Seong Lew.

Response: We have revised footnote 4 to refer to the correct number of shares held by Lew Capital Private Limited. We have also revised footnote 3 to disclose the family relationship between Chee Hoong Lew and Chee Seong Lew.

Related Party Transactions, page 60

2. We note your revisions to bullets 7 and 8 in response to prior comment 6. Please also revise bullets 1 through 4 to provide the information as of the date of the document. Refer to Item 7.B of Form 20-F.

Response: We have revised bullets 1 through 4 to provide the information as of the date of the document.

If you would like to discuss any of the responses to the Staff’s comments or if you would like to discuss any other matters, please contact Kevin (Qixiang) Sun of Bevilacqua PLLC at 202-869-0888 (ext. 101).

Sincerely,
WF Holding Limited

Show Raw Text
CORRESP
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WF Holding Limited

Lot 3893, Jalan 4D, Kg. Baru Subang

Seksyen U6, 40150 Shah Alam, Selangor, Malaysia

September 23, 2024

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, DC. 20549

Attn: Nicholas O’Leary

 Re: WF Holding Ltd

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

Submitted August 15, 2024

CIK No. 0001980210

Ladies and Gentlemen:

We hereby submit the responses of WF Holding Limited
(the “Company”) to the comments of the staff (the “Staff”) of the U.S. Securities and Exchange Commission
(the “Commission”) set forth in the Staff’s letter, dated August 26, 2024, providing the Staff’s comments
with respect to the Company’s draft Registration Statement on Form F-1 (as amended, the “Registration Statement”).

For the convenience of the Staff, each of the
Staff’s comments is included and is followed by the corresponding response of the Company.  Unless the context indicates
otherwise, references in this letter to “we,” “us” and “our” refer to the Company on a consolidated
basis.

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

Principal Shareholders, page 59

 1. We note your revised footnote 4 that Lew Capital Private Limited holds 9,062,400 ordinary shares of
your company. However, we also note your revised footnote 6 that Lew Capital Private Limited holds 8,807,400 ordinary shares of your company.
Please revise to resolve this discrepancy. In addition, please disclose in an appropriate location the family relationship between Chee
Hoong Lew and Chee Seong Lew.

Response: We have revised
footnote 4 to refer to the correct number of shares held by Lew Capital Private Limited. We have also revised footnote 3 to disclose the
family relationship between Chee Hoong Lew and Chee Seong Lew.

Related Party Transactions, page 60

 2. We note your revisions to bullets 7 and 8 in response to prior comment 6. Please also revise bullets
1 through 4 to provide the information as of the date of the document. Refer to Item 7.B of Form 20-F.

Response: We have revised
bullets 1 through 4 to provide the information as of the date of the document.

If you would like to discuss any of the responses
to the Staff’s comments or if you would like to discuss any other matters, please contact Kevin (Qixiang) Sun of Bevilacqua PLLC
at 202-869-0888 (ext. 101).

    Sincerely,

    WF Holding Limited

    By:
    /s/ Chee Hoong Lew

    Chee Hoong Lew

    Chief Executive Officer

cc: Kevin (Qixiang) Sun, Esq.