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United States securities and exchange commission logo
May 8, 2024
Elvis Cheung
Chief Executive Officer
707 Cayman Holdings Ltd.
5/F., AIA Financial Centre
712 Prince Edward Road East
San Po Kong, Kowloon, Hong Kong
Re:707 Cayman Holdings Ltd.
Draft Registration Statement on Form F-1
Submitted April 9, 2024
CIK No. 0002018222
Dear Elvis Cheung:
            We have reviewed your draft registration statement and have the following comment(s).
            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 filed April 9, 2024
Cover Page
1.Please revise to discuss how regulatory actions related to data security and anti-monopoly
concerns in Hong Kong have or may impact your ability to conduct your business, accept
foreign investment or list on a U.S./foreign exchange. Please also similarly revise the
resale prospectus cover page.
2.Provide a description of how cash is transferred through your organization and disclose
your intentions to distribute earnings. State whether any transfers, dividends, or
distributions have been made to date between the holding company, its subsidiaries, or to
investors, and quantify the amounts where applicable. Please also similarly revise the
resale prospectus cover page.
3.Please  amend your disclosure here and in the summary risk factors and risk factors

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sections to state that, to the extent cash in the business is in the Hong Kong or a Hong
Kong entity, the funds may not be available to fund operations or for other use outside of
Hong Kong due to interventions in or the imposition of restrictions and limitations on the
ability of you or your subsidiaries by the PRC government to transfer cash. On the cover
page, provide cross-references to these other discussions. Further, discuss whether there
are limitations on your ability to transfer cash between you, your subsidiaries, or
investors. Provide a cross-reference to your discussion of this issue in your summary,
summary risk factors, and risk factors sections, as well. Please also similarly revise the
resale prospectus cover page.
4.To the extent you have cash management policies that dictate how funds are transferred
between you, your subsidiaries, or investors, summarize the policies on your cover page
and in the prospectus summary, and disclose the source of such policies (e.g., whether
they are contractual in nature, pursuant to regulations, etc.); alternatively, state on the
cover page and in the prospectus summary that you have no such cash management
policies that dictate how funds are transferred. Provide a cross-reference on the cover page
to the discussion of this issue in the prospectus summary. Please also similarly revise the
resale prospectus cover page.
5.Please revise your disclosure to acknowledge that Chinese regulatory authorities could
disallow your corporate structure, which would likely result in a material change in your
operations and/or a material change in the value of the securities you are registering for
sale, including that it could cause the value of such securities to significantly decline or
become worthless. Please also similarly revise the resale prospectus cover page.
6.We note your statement that "the legal and operational risks of operating in China also
apply to businesses operating in Hong Kong and Macau." Please revise to state that
these risks could result in a material change in your operations and/or the value of the
securities you are registering for sale or 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. Please also similarly revise the resale
prospectus cover page.
Definitions, page iv
7.Please include a definition of "Operating Subsidiary."
Prospectus Summary, page 1
8.Please revise the "Risks and Challenges" section to 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,

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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. For each
summary risk factor relating to the risks of being a China based issuer, please provide a
cross reference to the relevant individual detailed risk factor in the prospectus.
9.We note your disclosure regarding regulatory developments in the PRC. Please revise to
state each permission or approval that you and your subsidiaries are required to obtain
from Chinese authorities to operate your business and to offer the securities being
registered to foreign investors. State affirmatively whether you have received all requisite
permissions or approvals and whether any permissions or approvals have been denied.
Describe the consequences to you and your investors if you or your subsidiaries: (i) do not
receive or maintain such permissions or approvals, (ii) inadvertently conclude that such
permissions or approvals are not required, or (iii) applicable laws, regulations, or
interpretations change and you are required to obtain such permissions or approvals in the
future. We also note your disclosure that you do not believe you will be subject to CAC
and CSRC cybersecurity regulation. Please revise to state, here and elsewhere as
appropriate including on page 18, whether you relied on the opinion of counsel in making
such determination, and if so, name such counsel and file the consent of counsel as an
exhibit; if you did not rely on the opinion of counsel, please explain why, as well as the
basis for your conclusions regarding why CAC and CSRC cybersecurity approvals are not
required. Please also revise this section to discuss the Trial Measures in further detail,
disclose whether you are subject to and have complied with the Trial Measures, and the
risks to investors of non-compliance.
10.We note your disclosure on the transfer of cash to and from your subsidiaries. Describe
any restrictions on foreign exchange and your ability to transfer cash between entities,
across borders, and to U.S. investors. Describe any restrictions and limitations on your
ability to distribute earnings from the company, including your subsidiaries, to the parent
company and U.S. investors.
11.Please revise the diagrams of the company’s corporate structure to identify the persons or
entities that own JME, Harmony Prime, Expert Core, Goldstone and Long Vehicle, as
well as the relevant percentages of ownership. Identify clearly the entity in which
investors are purchasing their interest and the entity(ies) in which your operations are
conducted.
12.Please state that trading in your securities may be prohibited under the Holding Foreign
Companies Accountable Act, as amended by the Consolidated Appropriations Act, 2023,
and related regulations if the PCAOB determines that it cannot inspect or investigate
completely your auditor, which is located in Hong Kong, for a period of two consecutive

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years, and that as a result an exchange may determine to delist your securities.
Risk Factors, page 10
13.We note your disclosure on page 78 that the company entered into a loan facility with Mr.
Cheung, payable upon completion of this offering. Please revise to include a risk factor
discussing this related party liability and any associated risks.
14.We note that you rely on five suppliers for a majority of your purchases and that a quarter
of your purchases are from a single supplier. Please include a risk factor discussing the
risks of this reliance and any disruptions you have experienced due to such reliance.
15.We note that "global logistics and supply chain were adversely interrupted by pandemic
outbreak." Please include a risk factor that discusses the material risks to your business
associated with supply chain disruptions. Also in your Management's Discussion and
Analysis section, discuss whether supply chain disruptions materially affect your outlook
or business goals, specify whether these challenges have materially impacted your results
of operations or capital resources, and quantify how your sales, profits and/or liquidity
have been impacted. Also revise to discuss known trends or uncertainties resulting from
mitigation efforts taken, if any, and explain whether any mitigation efforts introduce new
material risks, including those relating to product quality, reliability or regulatory approval
of products. Such discussions should account for your roles as supply chain manager,
recipient of products from suppliers, and distributor of products to customers.
16.Please include a risk factor discussing whether there are laws/regulations in Hong
Kong that result in oversight over data security, how this oversight impacts the company’s
business and the offering, and to what extent the company believes that it is compliant
with the regulations or policies that have been issued.
Through long arm provisions..., page 17
17.Please revise this risk factor to discuss 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 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. 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.

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A recent joint statement by the SEC and the PCAOB, rule changes by Nasdaq, and the
HFCAA..., page 20
18.We note your risk factor disclosure regarding recent updates to PCAOB inspections.
Please amend this disclosure to include the risk that the PCAOB's December 2022
statement that it could inspect all China- and Hong Kong- auditors in 2022 can be changed
and does not grant an automatic grace period.
Use of Proceeds, page 31
19.We note that a portion of the proceeds of this offering will be used to acquire brands
and/or licensing of new brands. If known, please briefly describe the assets to be acquired
and their cost or, if not yet known, please state that that is the case. Refer to Item 3.C.2 of
Form 20-F.
Dividend Policy, page 33
20.Please revise to provide more information regarding the basis of the September 29, 2023
special dividend.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations
Fiscal Year Ended September 30, 2022 Compared to Fiscal Year Ended September 30, 2023,
page 39
21.We note you have discussed changes in revenues by revenue source, specifically by
product sales, sourcing fees, and logistics fees. Given the diverse nature of these offerings
and different economic characteristics of these lines of business, in order to provide the
reader insight into the contribution of each of these business lines to overall results, please
revise your filing to expand your discussion of cost of sales, gross profit, and gross margin
to include a presentation similar to the presentation of revenues. Refer to the guidance in
Item 5A of Form 20-F.
Business, page 54
22.Please discuss any seasonality experienced by your business. Refer to Item 4(B)(3) of Part
1 of Form 20-F.
23.We note your disclosure that a portion of the proceeds will go toward marketing
development. Please disclose your intended marketing development plan or, if unknown,
please state that that is the case.
Description of Share Capital, page 79
24.We note your disclosure regarding material provisions in the company's articles of
association. Please revise to also detail material provisions in the articles of association
relating to the company's directors as specified in Item 10(B)(2) of Part 1 of Form 20-F.

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Underwriting, page 94
25.We note your disclosure on page 77 implying that the underwriter has an overallotment
option. Please revise your disclosure in this section, the prospectus cover page and
elsewhere as appropriate, if true.
Resale Prospectus, page Alt-1
26.We note that "[n]o sales of the shares covered by this prospectus shall occur until the
Ordinary Shares sold in our [primary] Offering begin trading on the Nasdaq." Given that
sales in the resale offering will not take place until after the completion of your initial
public offering and your listing, please delete your statement that "Ordinary Shares sold
by the Resale Shareholders until our Ordinary Shares are listed or quoted on an
established public trading market will take place at the public Offering price of the
Ordinary Shares we are selling in our initial public Offering."
27.Please revise to describe the circumstances (i.e., background, nature, exemption from
registration) under which each Resale Shareholder acquired its shares. Also revise to
disclose the nature of any position, office, or other material relationship that each Resale
Shareholders has had within the past three years with the registrant or any of its
predecessors or affiliates. In addition, revise to disclose the natural persons who control
each Resale Shareholder, as well as any material relationship that such natural persons
have had with the registrant or any of its predecessors or affiliates within three years prior
to the fling of the registration statement. Refer to Item 507 of Regulation S-K.
Notes to