SecProbe.io

United States securities and exchange commission logo
March 8, 2024
Elvis Diao
President
Kioni Holdings Ltd
114 Lavender Street, #08-72 CT Hub 2
Singapore 338729
Re:Kioni Holdings Ltd
Registration Statement on Form S-1
Filed February 12, 2024
File No. 333-277004
Dear Elvis Diao:
            We have reviewed your registration statement and have the following comment(s).
            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 S-1 filed February 12, 2024
Cover Page
1.We note your disclosure that Mr. Diao holds all 60,000 shares of common stock
outstanding and will therefore continue to own more than 50% of outstanding shares even
if all shares in this offering are sold. Please disclose Mr. Diao's controlling interest on the
prospectus cover page, quantifying the percentage of his interest assuming the sale of all
50,000 shares, and acknowledge that he will have the ability to determine the outcome of
matters requiring shareholder approval. Make conforming revisions in the prospectus
summary and risk factors sections.
2.Please clarify whether you have made any arrangements to place the funds from this
offering in an escrow, trust, or similar account. If you have not made any of these
arrangements, state this fact and describe the effect on investors. Refer to Item
501(b)(8)(iii) of Regulation S-K.

 FirstName LastNameElvis Diao
 Comapany NameKioni Holdings Ltd
 March 8, 2024 Page 2
 FirstName LastName
Elvis Diao
Kioni Holdings Ltd
March 8, 2024
Page 2
Prospectus Summary
Our Business, page 1
3.Where you discuss your "modest revenue from operations," please revise to quantify the
revenues you have generated. Disclose your monthly "burn rate" and the month in which
you will run out of funds without additional capital. Lastly, in the discussion of your
auditor's going concern opinion, you state that your net loss was $950 as of December 31,
2023, while the financial statements indicate that your net loss and accumulated deficit as
of December 31, 2023 was $12,950. Please revise for consistency.
Risk Factors, page 4
4.Please add a risk factor that acknowledges, if true, your dependence on third-party
suppliers to provide services to your current and anticipated customers and discusses any
associated risks. In this regard, we note your disclosure elsewhere that you have been
"arranging...consultants to deliver [y]our services" and have entered into service
agreements with an IT service provider and a financial consulting company.
We will incur ongoing costs and expenses for SEC reporting and compliance..., page 9
5.Please reconcile your statement that, "The costs associated with being a publicly traded
company in the next 12 months will be approximately $25,000," with the indication in the
Use of Proceeds section that $10,000 will be dedicated to "SEC reporting and
compliance" under all offering proceed scenarios.
Use of Proceeds, page 10
6.Please clarify the nature and scope of Mr. Diao's agreement to loan additional funds to the
company. In this section, you state that he has agreed to loan funds solely "to complete the
registration process," but on page 18 you disclose that Mr. Diao has agreed to loan funds
"to implement [y]our business plan." Further, you state here that this commitment is "non-
binding and discretionary," while page 1 suggests that you have a "loan commitment"
from him and page F-8 indicates that he "has agreed" to provide a loan. Revise here and
elsewhere throughout the prospectus, including the prospectus summary, to consistently
indicate whether Mr. Diao has entered into a written or verbal agreement with respect to
his commitment to loan additional funds and the amount of funds he has agreed to loan. If
he has entered into a written or verbal agreement, remove conflicting disclosure
suggesting that there is "no contract in place" and that the arrangement is "non-binding."
Dilution, page 11
7.Please show us how you calculated the net tangible book deficit per share before the
offering. Additionally, please explain why $5,600 was deducted for the website
development intangible asset, as opposed to the $5,700 presented in your balance sheet as
of December 31, 2023 on page F-2.

 FirstName LastNameElvis Diao
 Comapany NameKioni Holdings Ltd
 March 8, 2024 Page 3
 FirstName LastNameElvis Diao
Kioni Holdings Ltd
March 8, 2024
Page 3
Description of Our Business
Customers, page 14
8.We note that you have generated limited revenues and state on page 5 that you have "a
few customers to start." If true, please revise to acknowledge here your dependence on
such customers and discuss the material terms of any arrangements with them. Refer to
Item 101(h)(4)(vi) of Regulation S-K. For example, please clarify whether your existing
customers have entered into a "three-month service agreement with the Company" that
you state will be "typically" entered into with customers elsewhere in your Business
disclosure.
Agreements, page 15
9.Please revise to briefly describe the material terms of your agreements with Arpa Infinity
Limited and GTH Corporate Services Limited. For example, discuss your obligations to
accept services from and provide payments (i.e. costs and fees) to these third-party
suppliers. Please file the agreements as exhibits to the registration statement or tell us why
you are not required to do so. Refer to Item 601(b)(10) of Regulation S-K.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Liquidity and Capital Resources, page 18
10.You state in this section that, "If we raise 25% of the money from this offering, we believe
it will fund operations for approximately three months...If we raise 100% of money from
this offering, we believe the money will last for one year..." This conflicts with your
disclosure elsewhere throughout the registration statement that 25% of the maximum
offering proceeds, or $25,000, is the minimum amount sufficient to implement your plan
of operations for the next twelve months. Please revise this statement or advise.
Certain Relationships and Related Transactions, page 22
11.Please revise to disclose any consideration paid by Mr. Diao for the issuance of the 60,000
shares of common stock discussed in this section. Additionally, we note your disclosure
elsewhere that Mr. Diao provides the company with a workstation at no cost and has
verbally agreed to loan the company certain amounts. Please supplement this section to
disclose such arrangements and provide the information called for by Item 404(a) of
Regulation S-K with respect to them. Refer to Item 404(d) of Regulation S-K.
Market for Common Equity and Related Stockholder Matters, page 23
12.Please remove or revise your statement that, "We anticipate upon the effectiveness of the
registration statement that [a] market maker will file an application on our behalf in order
to be quoted on the [OTCQB]" to align with your disclosure elsewhere that you will seek
quotation on the OTCQB only after the offering is complete and that there have been no
commitments from a market maker to date.

 FirstName LastNameElvis Diao
 Comapany NameKioni Holdings Ltd
 March 8, 2024 Page 4
 FirstName LastNameElvis Diao
Kioni Holdings Ltd
March 8, 2024
Page 4
Report of Independent Registered Public Accounting Firm, page F-1
13.Your auditor references your balance sheets from inception November 28, 2023 to
December 31, 2023 in the first paragraph of the audit report. Please have your auditor
revise their report to identify the correct financial statements that have been audited. Refer
to PCAOB AS 3101.08(b).
Statement of Cash Flows, page F-5
14.Please tell us how you determined the cash proceeds from common stock subscription
represent operating activities, as opposed to financing activities. Refer to ASC 230-10-45-
14.
Notes to the audited financial statements
Note 3 - Summary of Significant Accounting Policies
Revenue Recognition, page F-7
15.You state that you recognize revenue in accordance with ASC 605. Please revise your
financial statements and revenue recognition accounting policy as necessary to conform to
the guidance in ASC 606. Refer to ASC 606-10-S65-1.
Item 16. Exhibits, page II-2
16.You indicate that an opinion regarding the legality of the shares being registered is "filed
herein" as Exhibit 5.1, but this does not appear to be the case. Please file such an opinion
as an exhibit to the registration statement. Refer to Item 601(b)(5) of Regulation S-K.
17.Please have your auditor revise their consent in Exhibit 23.2 to include a statement
acknowledging the reference of their name as an expert in accounting and auditing on
page 26 of the filing. Refer to Rule 436 of Regulation C.
General
18.We note that the forum selection provision in Article X, Section 3 of your by-laws
identifies the Court of Chancery of the State of Delaware as the exclusive forum for
certain litigation, including any "derivative action." Please disclose whether this provision
applies to derivative actions arising under the Securities Act or Exchange Act. In this
regard, we note that Section 27 of the Exchange Act creates exclusive federal jurisdiction
over all suits brought to enforce any duty or liability created by the Exchange Act or the
rules and regulations thereunder, and Section 22 of the Securities Act creates concurrent
jurisdiction for federal and state courts over all suits brought to enforce any duty or
liability created by the Securities Act or the rules and regulations thereunder. If the
provision applies to Securities Act claims, please also revise your prospectus to state that
there is uncertainty as to whether a court would enforce such provision and that investors

 FirstName LastNameElvis Diao
 Comapany NameKioni Holdings Ltd
 March 8, 2024 Page 5
 FirstName LastName
Elvis Diao
Kioni Holdings Ltd
March 8, 2024
Page 5
cannot waive compliance with the federal securities laws and the rules and regulations
thereunder. If this provision does not apply to actions arising under the Securities Act or
Exchange Act, please ensure that the exclusive forum provision in the governing
documents states this clearly.
            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 Ta Tanisha Meadows at 202-551-3322 or Suying Li at 202-551-3335 if
you have questions regarding comments on the financial statements and related matters. Please
contact Rebekah Reed at 202-551-5332 or Donald Field at 202-551-3680 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services