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United States securities and exchange commission logo
January 25, 2024
Xiaoqiu Zhang
Chief Executive Officer
Park Ha Biological Technology Co., Ltd.
50 Xiuxi Road, Building 3, 14th floor
Binhu District, Wuxi City, Jiangsu Province
People’s Republic of China 214135
Park Ha Biological Technology Co., Ltd.
Re:Park Ha Biological Technology Co., Ltd.
Draft Registration Statement on Form F-1
Submitted December 29, 2023
CIK No. 0001986247
Dear Xiaoqiu Zhang:
            We have reviewed your draft registration statement and have the following comments.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. 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 the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional comments.
Draft Registration Statement on Form F-1
Cover Page
1.We note your disclosure that “We are subject to certain legal and operational risks
associated with having substantially all business operations in China. Such risks may
include changes in the legal, political, and economic policies of the Chinese government,
the relations between China and the United States, and Chinese or United States
regulations that may materially and adversely affect our business, financial condition,
results of operations and the market price of the Ordinary Shares. Any such changes could
significantly limit or completely hinder our ability to offer or continue to offer securities
to investor and could cause the value of offered securities to significantly decline or
become worthless.” Please revise to clarify that the legal and operational risks generally

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associated with having substantially all of your business operations in China, not just
certain changes, could result in a material change in your operations, not just your
business generally or results of operations. Your prospectus summary should address, but
not necessarily be limited to, the risks highlighted on the prospectus cover page.
2.We note the following statements: "As of the date of this prospectus, none of our
subsidiaries has made any dividends or other distributions to Park Ha Cayman, neither has
Park Ha Cayman made any dividends or other distributions to its shareholders" and that
"During the fiscal years ended October 31, 2022 and 2021 and during the period since
October 31, 2022 until the date of this prospectus, there has not been any assets or cash
transfer between Park Ha Cayman and any of its subsidiaries or among any of its
subsidiaries." Please revise to state whether any transfers, dividends, or distributions have
been made to date, not just for the past two fiscal years through the date of the prospectus,
from Park Ha Cayman to any of its subsidiaries specifically, and quantify the amounts
where applicable.
Prospectus Summary
Our Products, page 4
3.We note that your products are not drug products or considered regenerative medicine and
have not received any medical authority’s approval. Please revise your
disclosure to explain why approvals from any medical authorities are not necessary.
Transfers of Cash to and from our Subsidiaries, page 4
4.In the Prospectus Summary specifically, quantify any cash flows and transfers of other
assets by type that have occurred between the holding company and its subsidiaries, and
direction of transfer, to date, not just for the past two fiscal years through the date of the
prospectus. Quantify any dividends or distributions that a subsidiary have made to the
holding company and which entity made such transfer, and their tax consequences. Your
disclosure should make clear if no transfers, dividends, or distributions have been made to
date. Describe any restrictions on foreign exchange and your ability to transfer cash to
U.S. investors. Describe any restrictions and limitations on your ability to distribute
earnings from the company, including your subsidiaries, to U.S. investors.
Our Franchise Model, page 5
5.We note that the Company had 49 franchises at the end of your 2022 fiscal year and 40 at
the end of your 2023 fiscal year. Please revise to explain the decrease in the number of
franchises. Please also revise to name the four franchises that operate under a different
brand name.
Research and Development, page 5
6.We note the technology service agreement between Park Ha Jiangsu and Jiangnan
University, mentioned on page 4. Please revise here and in the Business section to state

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January 25, 2024
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the fees incurred to date and, given the agreement expires this year, whether there is any
plan to renew the agreement and a brief statement regarding the consequences to your
business if it is not renewed. We note that any intellectual property that arises from the
collaboration between Park Ha Jiangsu and Jiangnan University will be co-owned, "but
mainly by Jiangnan University." Please provide a summary of the material terms of the
technology service agreement and specify the Company's rights to the intellectual
properties produced under the agreement. If any intellectual property has been generated
to date please revise to describe the intellectual property, including whether a separate
license agreement was entered for the intellectual property and, if so, describe the
terms thereof and file such agreement as an exhibit pursuant to Item 601(b)(10) of
Regulation S-K.
Risk Factor Summary, page 7
7.In your summary of risk factors, disclose the risks that your corporate structure and having
substantially all of the company’s operations in China poses to investors. In particular,
describe the significant regulatory, liquidity, and enforcement risks with cross-references
to the more detailed discussion of these risks in the prospectus. For example, specifically
discuss risks arising from the legal system in China, including risks and uncertainties
regarding the enforcement of laws and that rules and regulations in China can change
quickly with little advance notice; and the risk that the Chinese government may intervene
or influence your operations at any time, or may exert more control over offerings
conducted overseas and/or foreign investment in China-based issuers, which could result
in a material change in your operations and/or the value of the securities you are
registering for sale. Acknowledge any risks that any actions by the Chinese government to
exert more oversight and control over offerings that are conducted overseas and/or foreign
investment in China-based issuers could significantly limit or completely hinder your
ability to offer or continue to offer securities to investors and cause the value of such
securities to significantly decline or be worthless.
Risks and Challenges, page 7
8.We note you face challenges involved in your business operation, competition, and
marketing efforts. Here and on page 76, please further discuss these specific challenges
and any others that the Company faces.
Risk Factors, page 20
9.Given the Chinese government’s significant oversight and discretion over the conduct and
operations of your business, please revise to describe any material impact that
intervention, influence, or control by the Chinese government has or may have on your
business or on the value of your securities. Highlight separately the risk that the Chinese
government may intervene or influence your operations at any time, which could result in
a material change in your operations and/or the value of your securities. Also, given recent
statements by the Chinese government indicating an intent to exert more oversight and

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 Comapany NamePark Ha Biological Technology Co., Ltd.
 January 25, 2024 Page 4
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January 25, 2024
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control over offerings that are conducted overseas and/or foreign investment in China-
based issuers, acknowledge the risk that any such action could significantly limit or
completely hinder your ability to offer or continue to offer securities to investors and
cause the value of such securities to significantly decline or be worthless. Further,
throughout your registration statement please clarify that the same risks that apply to your
subsidiaries within the PRC also apply to your Hong Kong based company. We remind
you that, pursuant to federal securities rules, the term "control" (including the terms
"controlling," "controlled by," and "under common control with") 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."
10.We note that Ms. Zhang Xiaoqiu, your founder, chairman and chief executive officer, will
continue to own more than 50% of your total voting power. If true, please add risk factor
disclosure that Ms. Zhang Xiaoqiu will be able to determine the outcome of future
corporate actions including the election of directors. Also disclose all material risks
associated with your largest shareholder being your chief executive officer. For example,
please address the potential for conflicts of interest and the impact on internal controls.
11.We note your statement on page 6: "For the year ended October 31, 2021, three suppliers
accounted for approximately 21.13%, 15.72% and 10.20% of our total purchases,
respectively. For the year ended October 31, 2022, two suppliers accounted for
approximately 37.98% and 11.91% of our total purchases, respectively." Please revise the
risk factor on pages 47-48, or elsewhere in the risk factors, to describe the risks associated
with your dependence on a small number of suppliers and the consequences of a loss of
one or more such suppliers, to the extent material. We also note that on page 71 you show
that 76% of your accounts receivable were attributable to five customers for the year
ended October 31, 2022. Please add additional risk factor disclosure concerning your
concentration of customers as well.
Risk Factors
"We are an emerging growth company...", page 50
12.We note your disclosure that you have elected to opt-out of complying with any new or
revised financial accounting standards until such date that a private company is otherwise
required to comply with such new or revised accounting standards.  However, we further
note that you did not check the box on the cover page to confirm that you have made this
selection.  Please address this inconsistency and also disclose your election with your
other disclosures regarding the implications of being an emerging growth company
throughout the Form F-1.
Capitalization, page 58
13.Please revise your presentation to agree with your Consolidated Balance Sheet for the
most recent period presented.  In this regard, you disclose that total shareholders’ equity is

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January 25, 2024
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$123,317 as of October 31, 2022, whereas the Consolidated Balance sheet reports total
shareholders’ equity of $150,277 as of October 31, 2022.
Dilution, page 59
14.Please tell us how you calculated historical net tangible book value as of your most recent
balance sheet date.  In this regard, we note that as of October 31, 2022, you have
intangible assets, net of $9,349 and deferred IPO offering costs of $58,353.
Coronavirus ("COVID-19") updates, page 62
15.We note that the outbreak of COVID-19 has had a continued impact on the Company's
operations and supply chain, to include the first quarter of 2023. Please revise this section,
and your risk factor on page 38, to include disclosure relating to any impact the pandemic
has had on the Company's operations more recently. If there has been no impact, please
state such.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Trends and Key Factors that Affect Operating Results, page 63
16.Given the significant impact the number of contracts with customers for your franchisees
is stated to have on revenue, please provide a rollforward of your franchisee contracts that
discloses new franchises during the period and any discontinued or terminated franchises.
Further, reconcile your statement on page 7 that you had 48 stores, both owned and
franchises, as of October 31, 2022, which is an increase of 7 from October 31, 2021, with
your disclosures on page 5 that you had 40 and 49 franchises as of October 31, 2021 and
October 31, 2022, respectively, in addition to the 2 stores you own.  Address this
comment throughout your filing in which you discuss the number of stores you own and
the number of franchises.
Results of Operations, page 64
17.Please provide a more comprehensive discussion and analysis of your operating results
that includes specific, material factors positively and negatively impacting each material
line item along with an analysis of those material factors.  For revenue, ensure you also
discuss and quantify the extent to which changes in pricing, volume and/or the
introduction of new products contributed to fluctuations.  To the extent that a change in
the mix of products has impacted your profit measure, provide an explanation for what the
change entails and whether you expect the change to continue into the future.  When
multiple factors positively and/or negatively impact a line item, ensure you quantify the
impact of each factor.  Refer to Item 303(b)(2) of Regulation S-K and Section 501.12.b. of
the Financial Reporting Codification (i.e., Release 33-8350, Section III.B.) for guidance.
Liquidity and Capital Resources, page 65
18.Please expand your disclosure to clarify where the cash is located.

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Xiaoqiu Zhang
Park Ha Biological Technology Co., Ltd.
January 25, 2024
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19.We note your disclosures that management believes you have sufficient funds to meet
your working capital requirements and debt obligations, which appears to conflict with the
auditor’s report and your disclosures in Note 2 on page F-8.  Please revise your
disclosures to clearly and consistently characterize your liquidity situation and your ability
to meet your obligations.
Critical Accounting Policies, page 67
20.The disclosures of your critical accounting policies and estimates appear to be a repetition
of your significant accounting policies.  Please revise your disclosures to identify the
critical estimates used to prepare your consolidated financial statements and provide
investors with an understanding as to what the critical estimates being made are and how
the uncertainty associated with those estimates may impact your consolidated financial
statements to comply with the guidance in Section 501.14 of the Financial Reporting
Codification. Ensure your disclosures sufficiently explain to investors what the critical
estimate is; the uncertainties associated with the critical estimates; the methods and
assumptions used the make the critical estimates, including an explanation as to how you
arrived at the assumptions used; the events or transactions that could materially impact the
assumptions made; a