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Vistek
Limited

39
Woodlands Close #08-11

Mega@Woodlands

Singapore
737856

February
28, 2025

Via
Electronic Mail

Division
of Corporation Finance

Office
of Real Estate & Construction

U.S.
Securities Exchange Commission

Attn:
Mr. Howard Efron

    Re:
    Vistek
                                            Limited

    Registration
    Statement on Form F-1

    Filed
    January 28, 2025

    File
    No. 333-284559

Dear
Mr. Efron:

This
letter is in response to the letter dated February 12, 2025, from the staff (the “Staff”) of the U.S. Securities Exchange
Commission (“SEC”) addressed to Vistek Limited (the “Company,” “we,” and “our”). For
ease of reference, we have recited SEC’s comments in this response and numbered them accordingly. An amended registration statement
on Form F-1 (the “Registration Statement Amendment”) is being submitted to accompany this letter.

Registration
Statement on Form F-1 filed January 28, 2025

Cover
Page

    1.
    We
    refer to your revised disclosure in this amendment regarding the number of shares to be offered in the initial public offering and
    the number of shares to be offered by the Resale Shareholders, and note that the number of shares being registered for resale outsizes
    the initial public offering amount. Please tell us why you are registering the resale offering at this time and how you determined
    the number of ordinary shares being registered in connection with the resale offering. Provide us with an analysis of your basis
    for determining that it is appropriate to characterize the resale transaction as a secondary offering under Securities Act Rule 415(a)(1)(i)
    as opposed to an indirect primary offering. For guidance, refer to Securities Act Rules Compliance & Disclosure Interpretation
    612.09.

RESPONSE:
We note the Staff’s comment and respectfully advise the Staff that the rationale for the Company to permit certain of the Resale
Shareholders to sell their shares at this time and the determination of the number of ordinary shares being registered for resale by
such Resale Shareholders is as follows:-

(i) the
                                            number of shares registered for resale and how they were selected to be a Resale Shareholder
                                            stemmed from the agreement when such Resale Shareholders first acquired shares in the Company
                                            in August 2024 (as to Diamond Stream and Vibrant Epoch) and September 2024 (as to Mega Optimal
                                            and the Estate of Mr. Tong ). As a term of their taking on the full investment risk
                                            as a shareholder of the Company, it was agreed that they would be permitted to sell those
                                            in a resale prospectus if the Company successfully conducted an initial public offering.

(ii) Vibrant
                                            Epoch and the Estate of Mr. Tong have agreed to a 30-day lock-up arrangement as detailed
                                            in the prospectus.

(iii) there
                                            is no lock up arrangement for Diamond Stream and Mega Optimal as it was a commercially agreed
                                            term at the time of their acquisition of shares in the Company.

(iv) the
                                            underwriter does not require a lock-up for the shares of Diamond Stream and Mega Optimal
                                            because (a) the sale of the resale shares by such Resale Shareholders will be offered after
                                            the placement of the primary offering shares in a firm underwritten offering     (b)
                                            the amount of shares offered by the Resale Shareholders (when taken all together including
                                            those that are subject to a 30 days lock up), despite when aggregated is less than 18% of
                                            the total number of shares of the Company, or less than 9% of the total number of shares
                                            of the Company if taking into account those shares which are not subject to a 30 days lock
                                            up  )   , appears small enough to not negatively impact early trading;
                                            and (c) the distribution of shares being offered by Resale Shareholders to other investors
                                            post listing will further diversify the pool of shareholders

(v) it
                                            is further noted that the offering of such resale shares in an amount larger than the size
                                            of the primary offering by the Company is not a concern for the underwriter because (a) two
                                            out of the four Resale Shareholders   are subject to a 30 days lock-up; (b) the
                                            resale shares need to be deposited with a transfer agent before they can be sold and is therefore
                                            unlikely to be immediately saleable upon the Company’s public listing thereby giving
                                            the opportunity for those investors priority in the primary offering by the Company to sell;
                                            (c) the benefits attributed to having a more diversified investor base through the disposition
                                            of some or all of the holdings of the Resale Shareholders; and (d) the resale shares will
                                            not be offered for sale until after the shares in the primary offering are placed in a firm
                                            commitment underwritten offering.

(vi) As
                                            disclosed on page 72  , the beneficial owner of Diamond Stream (Mr. Tan Ker Sin)
                                            was a business associate of Vistek SG over the years and the beneficial owner of Vibrant
                                            Epoch (Mr. Chng Wee Siong), is a long term business associate of Vistek SG and had introduced
                                            other business associates to Vistek SG. As such, it was commercially agreed that Diamond
                                            Stream and Vibrant Epoch would be permitted to sell their resale shares if the Company was
                                            to conduct a public listing because this would be beneficial to the long term business relationship
                                            between the Company and each of Vibrant Epoch and Diamond Stream .

In
addition to (i)-(vi) above, we respectfully submit that for the reasons more fully set forth below, the resale offering of the resale
shares by the Resale Shareholders is not an indirect primary offering and is appropriately characterized as a secondary offering that
is eligible to be made under Securities Act Rule 415(a)(1)(i). The Company has reviewed the guidance set forth in Securities Act Rules,
Compliance and Disclosure Interpretations, question 612.09 (“CD&I; 612.09”) that identified six factors to be
considered in determining whether a purported secondary offering is really a primary offering. Set forth below is a brief description
of the background of the underlying transactions and an analysis of the six factors described in CD&I; 612.09.

As
background, we were incorporated in the Cayman Islands on November 8, 2023 under the Companies Act as an exempted company with limited
liability. Following incorporation after Mr. Ho and Mr. Teo transferred their shares in the Company to Vistek Alliance, our share capital
was held 100% by Vistek Alliance, which is held as to 85% by Mr. Ho and 15% by Mr. Teo (both directors of the Company). On August 26,
2024, Vistek Alliance, Diamond Stream and Vibrant Epoch subscribed for an aggregate of 90.0%, 4.5% and 4.5% of the issued and outstanding
share capital of our Company. Vistek Alliance received shares in consideration of their beneficial owners transferring Vistek SG to our
Company as part of the group restructuring. Diamond Stream acquired the 450 shares for cash at par as a result of Ms. Tan Ker Sin (its
beneficial owner), having introduced business associates to Vistek SG over the years. Vibrant Epoch acquired the 450 shares for cash
at par as a result of Mr. Chng Wee Siong (its beneficial owner), who is a long-term business associate of Vistek SG and had introduced
other business associates to Vistek SG. Vistek Alliance acquired the 9,000 shares for cash at par value because of one of its indirect
beneficial owner, Mr. Ho, being a long term business associate of Vistek SG over the years.

On
September 19, 2024, Mega Optimal entered into an agreement with Mr. Ho and Mr. Teo wherein Mega Optimal was entitled to acquire in aggregate
49,000 shares in Vistek SG from Mr. Ho and Mr. Teo. On September 19, 2024, Mr. Tong entered into an agreement with Mr. Ho wherein Mr.
Tong was entitled to acquire in aggregate 49,000 shares in Vistek SG from Mr. Ho and Mr. Teo. Mega Optimal and Mr. Tong agreed under
the terms of those agreements that each of them would in lieu of holding shares in Vistek SG, elect to take Ordinary Shares in the Company
in the same percentage as they would have held in Vistek SG. . On September 19, 2024, Mr. Tong and Mega Optimal elected to acquire in
aggregate 4.9% and 4.9% respectively of our issued share capital from Vistek Alliance for $0.5 million each in lieu of holding shares
in Vistek SG.

On
September 27, 2024, Mr. Ho, Mr. Teo and the Company entered into a share swap agreement, pursuant to which Mr. Ho, and Mr. Teo transferred
their respective shares in Vistek SG to Vistek Group, in consideration of the Company allotting and issuing 2 shares to Mr. Ho and Mr.
Teo’s nominee, Vistek Alliance, credited as fully paid.

As
part of an internal group reorganization effective September 27, 2024, Mr. Ho and Mr. Teo transferred their entire shareholding interest
in Vistek Group to our Company, and as part of the same group reorganization on the same day, Mr. Ho and Mr. Teo transferred their entire
shareholding interest in Vistek SG to our wholly-owned subsidiary, Vistek Group, resulting in Vistek Group and Vistek SG becoming our
indirect wholly-owned subsidiaries.

1. How
                                            long the stockholders have held the shares. Each of Diamond Stream and Vibrant Epoch acquired
                                            their shares in the Company on August 26, 2024, and Mega Optimal and Mr. Tong acquired their
                                            shares in the Company on September 19, 2024 bearing the full investment risk of holding the
                                            shares.

2. At
                                            the time we issued shares to each of the Resale Shareholders, it was uncertain whether the
                                            Company would complete a successful public offering, meaning each of the Resale Shareholders
                                            would remain a minority shareholders in a private company. For this risk as well as those
                                            factors mentioned above in terms of the Company’s maintaining a business relationship
                                            those Resale Shareholders, it was agreed with the Resale Shareholders that they would be
                                            permitted to sell their shares as resale shareholders in our initial public offering. We
                                            note that CD&I 116.19 and CD&I 139.11 contemplate that a valid secondary offering
                                            could occur immediately following the closing of a private investment in public equity (“PIPE”)
                                            with no minimum holding period in the event the Company has completed the private placement
                                            of all of the securities it is registering and the investor is at market risk at the time
                                            of filing of the resale registration statement. Since there is no mandatory holding period
                                            that must be overcome for a PIPE transaction to be followed by a valid secondary offering
                                            and in this case, Resale Shareholders remained at market risk when they acquired their resale
                                            shares, and given that the Resale Shareholders have held these shares for more than approximately
                                            8 months by the time the offering is expected to materialize, it is respectfully submitted,
                                            when taken as a whole, the Ordinary Shares proffered for resale by the Resale Shareholders
                                            should be sufficient for a valid secondary offering.

3. Circumstances
                                            in which the stockholders receive their shares. Each of the Resale Shareholders acquired
                                            their shares in a sale and purchase transaction exempt from the registration requirements
                                            of the Securities Act pursuant to Section 4(a)(2) thereunder. Each Resale Shareholder made
                                            standard and customary investment representations, including: (i) to purchase such resale
                                            shares for investment intent with no immediate intention to distribute any of the securities;
                                            (ii) acknowledgment that the resale shares could only be sold in compliance with the registration
                                            requirements of the Securities Act, as part of the Company’s initial public offering,
                                            or the availability of an exemption therefrom; and (iii) each of the Resale Shareholders
                                            ability to bear the economic risk of an investment in the Company’s securities for
                                            an indefinite period of time. The full consideration/purchase price for the securities was
                                            received/paid at the time of the acquisitions. The Resale Shareholders have taken full investment
                                            risk with respect to the securities with no certainty of an exit strategy or avenue, on market
                                            or at all. The preceding facts do not support a conclusion that the Resale Shareholders acquired
                                            the securities for the purpose of distributing them on behalf of the Company. By contrast,
                                            the Resale Shareholders purchased their shares in a bona-fide private PIPE transaction with
                                            customary representations with no present intent to distribute any shares to any person.
                                            The fact that the Resale Shareholders held their shares for more than six months provides
                                            further support for the position that they are not acting as an underwriters or conduit for
                                            the sale of shares of the Company to be public.

4. The
                                            stockholders’ relatio