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707
Cayman Holdings Ltd

 5/F., AIA Financial

Centre
712 Prince

Edward
Road East

San
Po Kong, Kowloon, Hong Kong

October
18, 2024

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

Washington,
D.C. 20549

Attention:
Alyssa Wall

  Re:
  707 Cayman Holdings Ltd (the “Company”)

  Registration
Statement on Form F-1

  File Number 333-281949

Ladies
and Gentlemen:

We
have set forth below responses to the comment of the staff (the “Staff”) of the Securities and Exchange Commission
contained in its letter of September 30, 2024 with respect to the Company’s Registration Statement, as noted above.

For
your convenience, the text of the Staff’s comment is set forth below in italics, followed by the Company’s response. Please
note that all references to page numbers in the responses are references to the page numbers in the Amendment No. 1 to the Registration
Statement submitted concurrently with the submission of this letter in response to the Staff’s comment.

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.:

We
have revised the cover page and page 26 to conform the disclosure and clarify that JME will be the beneficial owner of 15,612,000 ordinary
shares after completion of the offering.

The
Offering, page 9

 2. 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 financial
                                            statements on page F-2 which states there are 999,999 ordinary shares issued and outstanding.
                                            Please clarify or revise

We
respectfully advise the Staff that the disclosure on page F-2 referred to the ordinary shares issued and outstanding as of the date of
the financials. The 20,200,000 refers to the shares outstanding prior to the offering after reflecting a restructuring of the capitalization
of the Company, which was affected on October 9, 2024. The disclosure on F-2 has been updated accordingly.

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 lockup 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.

We
respectfully submit that for the reasons more fully set forth below, the 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 February 2, 2024 under the Companies Act as an exempted company with limited
liability. Following incorporation, our share capital was held 100% by JME International Holdings (“JME”) as to 999,999 Ordinary
Shares. On March 19, 2024, Goldstone Capital Limited (“Goldstone”) and Long Vehicle Capital Limited (“Long Vehicle”)
acquired 46,000 and 46,000 Ordinary Shares from JME, representing 4.60% and 4.60% of the entire issued share capital of our Company,
respectively, and on March 20, 2024, Expert Core Enterprises Limited (“Expert Core”) and Harmony Prime Limited (“Harmony
Prime”) acquired from JME 49,000 and 49,000 Ordinary Shares, representing 4.90% and 4.90%, respectively, of the entire issued share
capital of our Company. On August 26, 2024, one Ordinary Share was allotted and issued to JME in consideration of Mr. Cheung transferring
our Hong Kong operating entity 707 International Limited (“707IL”) to our group of companies (“Group”). We completed
a reorganization on August 26, 2024 whereby the entire share capital of 707IL was transferred to Beta Alpha Holdings Limited (“Beta
Alpha”) resulting in our Group being comprised of Beta Alpha and 707IL as our direct and indirect wholly-owned subsidiaries, respectively.
Goldstone, Long Vehicle, Expert Core and Harmony Prime are each a “Resale Shareholder.”

How
long the stockholders have held the shares. Each of Goldstone and Long Vehicle acquired 46,000 shares in the Company on March 19,
2024 for approximately US$254,800 and each of Harmony Prime and Expert Core acquired 49,000 shares in the Company on March 20, 2024 for
approximately US$267,000, paying the full purchase price for their interests in the Company and bearing the full investment risk of holding
the shares. There was no certainty that there would be a successful public offering, meaning they would be minority shareholders in a
private company. For this risk, it was agreed with the Resale Shareholders that they would be permitted to sell their shares as resale
shareholders in our initial public offering (the “Resale Shares”). CD&I 116.19 and CD&I 139.11 contemplate that a
valid secondary offering could occur immediately following the closing of the 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 the Resale Shareholders were at market risk when they acquired their Ordinary Shares, and given that
they have held these shares for more than six months, 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.

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 pursuant to Section 4(a)(2) thereunder. Each selling security holder
made standard and customary investment representations, including: (i) purchase for investment intent with no present intention to distribute
any of the securities; (ii) acknowledgment that the shares could only be sold in compliance with the registration requirements of the
Securities Act or the availability of an exemption therefrom; and (ii) their ability to bear the economic risk of an investment in the
Company’s securities for an indefinite period of time. The full purchase price for the securities was 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 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 placement transaction
with customary investment and private placement representations with no present intent to distribute any shares to any person. The fact
that these shareholders have 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 from the Company to be public.

The
stockholders’ relationship to the Company. The Resale Shareholders are not acting on behalf of the Company with respect to
the public resale of the shares and have no contractual, legal or other relationship with the Company with respect to the timing and
amount of resales of such shares. Moreover, the Resale Shareholders did not acquire the resale shares from the Company with a view of
distributing the securities as disclosed below.

The
amount of shares involved. No shares have been sold by any of the Resale Shareholders since their bona fide initial acquisition close
to seven months ago and have borne the market risk of these shares since then. The Resale Shares registered for resale by each of the
Resale Shareholders represent less than 4.60% of the Company. Moreover, Goldstone and Long Vehicle are subject to lock up and leak out
agreements as further disclosed on pages 106 and 107 of the prospectus. The Commission has historically been concerned about the distribution
of “toxic” convertible securities with floating conversion prices or transactions involving deferred payment of purchase
price by short-term investors seeking immediate resale of shares, such that the initial purchasers were not at market risk and public
shareholders were subject to substantial dilution and often substantial reductions in trading prices. In the transactions at issue, the
Resale Shareholders purchased their securities at fair market value and have held them for more than six months. The volume of shares
registered, standing alone, should not lead to the conclusion that the secondary transaction is a primary offer on behalf of the Company.
For example, in its response to Securities Act Forms, Compliance and Disclosure Interpretations, question 612.12 the Staff permitted
affiliates to effect a block sale of 73% of the issued outstanding shares of the issuer under Rule 415(a)(1)(i). This interpretation
makes clear that volume of shares, standing alone, does not convert a secondary transaction into a primary offering.

Whether
the stockholders are in the business of underwriting securities. To the Company’s knowledge, none of the Resale Shareholders
is in the business of underwriting securities nor are they broker dealers; rather, we understand that they are entities that make private
equity investments and the facts and circumstances support the conclusion that the Resale Shareholders are long-term investors who did
not purchase the securities with a view to further distribution. Similarly, the Company is not aware of any evidence that would point
to the fact that the Resale Shareholders had any plan to act in concert with a third party to effect a distribution of the Resale Shares.
Rule 100 of Regulation M defines a “distribution” as “an offering of securities, whether or not subject to registration
under the Securities Act, that is distinguished from ordinary trading transactions by the magnitude of the offering and the presence
of special selling efforts and selling methods”. The Company is not aware of any evidence that would suggest that any such special
selling efforts or selling methods (such as investor presentations or road shows) by or on behalf of the Resale Shareholders have or
are currently intended to take place if the draft registration statement on Form F-1 and resale prospectus are eventually declared effective.

Whether
under all the circumstances it appears that the seller is acting as a conduit for the issuer. Based on the forgoing analysis, the
Company respectfully submits that the facts and circumstances surrounding the investments in the Company as it began to prepare for its
initial public offering and the registration of the resale of the shares at issue do not support the conclusion that the Resale Shareholders
are acting as underwriters or as a conduit for the Company. The Company will not receive any proceeds from the sale of Resale Shares
by any Resale Shareholders. The proceeds from the sale of shares will be used by each Resale Shareholder for its own purposes. The shares
were acquired in an exempted private transaction in which the Resale Shareholders paid the full purchase price for the shares at the
time of the sale, did not acquire their shares with a view to distribution and undertook the full economic risk of ownership of Company’s
securities from the date of purchase. Similarly, the Resale Shareholders have not entered into any agreement, nor is any agreement being
contemplated, whereby they would serve as underwriters in connection with this offering and thus should not be viewed as “statutory
underwriters” in connection with this offering. The decision to offer shares in the resale offering was made by each Resale Shareholder
and not by the Company. Based on the foregoing, we respectfully submit that the resale transaction covered by the resale prospectus is
a secondary offering by the Resale Shareholders permitted under Securities Act Rule 415(a)(1)(i) and not a primary offering by the Company.

As
to the additional questions raised, the Company respectfully submits that:

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