SecProbe.io

September 30, 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.
Registration Statement on Form F-1
Filed September 5, 2024
File No. 333-281949
Dear Elvis Cheung:
            We have reviewed your amended 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. Unless we note otherwise,
any references to prior comments are to comments in our August 23, 2024 letter.
Form F-1 filed September 5, 2024
Implications of Being a "Controlled Company", page 6
1.We note your disclosure here that JME will be the beneficial owner of 15,612,000
ordinary shares or 71.13% of the issued and outstanding ordinary shares after the
completion of the offering. This appears to be inconsistent with the disclosure on the
cover page which states JME will be the beneficial owner of 30,310,000 ordinary shares
or 73.19% and the disclosure on page 26 which states JME will be the beneficial owner of
20,310,000 ordinary shares or 73.19%. Please clarify or revise.
The Offering, page 9
We note your disclosure here that there are 20,200,000 issued and outstanding ordinary
shares prior to the offering.  This appears to be inconsistent with the disclosure in the 2.

September 30, 2024
Page 2
financial statements on page F-2 which states there are 999,999 ordinary shares issued and
outstanding.  Please clarify or revise.
General
3.Please provide us with a detailed analysis as to why the proposed secondary offering is
not an indirect primary offering on your behalf and thus appropriate to characterize the
transaction as a valid secondary offering under Securities Act Rule 415(a)(1)(i). Refer to
and discuss in your response Securities Act Rules Compliance and Disclosure
Interpretation 612.09. Among other relevant issues, discuss in your response why you are
registering the resale offering simultaneously with the primary offering, how you
determined the number of ordinary shares being registered in connection with the resale
offering, how and when the Resale Shareholders were selected to participate in the resale
offering including which party(ies) initiated contact regarding the potential resale
transaction, why it was decided that the Resale Shareholders would not be subject to lock-
up arrangements and whether the underwriter sought to have them subjected to lock-up
arrangements, and why the availability of a set of resale shares larger than the size of the
primary offering for offer and sale into the market once trading commences does not
create concern for the underwriters' ability to facilitate the creation of a public market.

Also disclose the exemption pursuant to which the Resale Shareholders received their
shares, and whether each Resale Shareholder and the person that controls it has had any
position, office or other material relationship with JEM within the past three years. Also
clarify what you mean when you say that each Resale Shareholder acquired the shares to
be resold "from allotment from the Company for cash."

Finally, we note that the Resale Shareholders subscribed for shares "for the purpose and
preparation of the offering." Please describe in further detail the nature of this transaction,
when/how shares were issued, and whether such shares are included in the Resale
Shareholders' current holdings.
4.We note your disclosure on page ALT-7 that the Resale Shareholders may sell their
securities by means of "purchases by a broker-dealer as principal and resale by the broker-
dealer for its account." Please confirm your understanding that the sale by a Resale
Shareholder by such means would constitute a material change to your plan of distribution
requiring a post-effective amendment.  Refer to your undertaking provided pursuant to
Item 512(a)(1)(iii) of Regulation S-K.

September 30, 2024
Page 3
            Please contact Amy Geddes at 202-551-3304 or Angela Lumley at 202-551-3398 if you
have questions regarding comments on the financial statements and related matters. Please
contact Jenna Hough at 202-551-3063 or Lilyanna Peyser at 202-551-3222 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:David L. Ficksman