SecProbe.io

January 31, 2025
Leung Chun Yip
Chief Executive Officer
Everbright Digital Holding Ltd.
Unit 1A, 10/F
C-Bons International Centre
108 Wai Yip Street, Kwun Tong
Hong Kong
Re:Everbright Digital Holding Ltd.
Amendment No. 4 to Draft Registration Statement on Form F-1
Submitted January 10, 2025
CIK No. 0002024876
Dear Leung Chun Yip:
            We have reviewed your amended 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. Unless we note otherwise, any references to prior comments are to comments in
our October 4, 2024 letter.
Amendment No. 4 to Draft Registration Statement on Form F-1
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of operation, page 50
1.Please expand your disclosure to provide quantified explanations for the changes in
each revenue stream, gross profit and income tax expense over the reporting periods
for all periods presented. Refer to Item 5 of Form 20-F.

January 31, 2025
Page 2
Revenue, page 50
2.You state the increase in revenue derived from 3D and Augmented Reality solutions
from June 2023 to June 2024 is "...more than the revenue derived from 3D and
Augmented Reality solutions for the full year December 31, 2023." Please clarify this
statement as the related 2023 revenue appears to be $2.2 million.
Liquidity and Capital Resources, page 53
3.Please revise the period that you did not need to invest further hardware and software
to reflect that it was in the six months ended June 30, 2024.
Related Party Transactions, page 91
4.In the related party transactions table on page 92, you disclose staff secondment fees
charged by Wai Fung Investment International Group as a positive “amount due
from” the related party, which appears to be inconsistent with the amounts due to Wai
Fung Investment International Group disclosed in the related party balances table on
page 91. Please revise to reconcile the difference.
Notes to the consolidated financial statements
Note 2. Significant accounting policies
Revenue Recognition, page F-22
5.We read your response to prior comment 2, but we are not able to locate the revised
disclosure on page F-9 or F-22. Please further revise your disclosure to include the
requirements in ASC 606-10-50-12(b) and 50-8 related to the significant payment
terms and payments received in advance of recognition.
6.We read your response to prior comment 3, but we are unable to locate the revised
disclosure on page F-9 or F-22, so we re-issue the comment. You state, on page 51,
that "[o]n top of the 3D and Augmented reality, some customers would also request
other services like design of intellectual property and websites, consultancy and
market research; and social media management. Some clients required a total solution
using the above services." Please clarify your policy for allocating the transaction
price to performance obligations when a contract contains multiple performance
obligations. Refer to ASC 606-10-32-28 through 32-35.
General
We note your revisions to this Amendment No. 4 to your draft registration statement
on Form F-1. However, it appears that numerous revisions made reflect a reversion to
language from prior amendments, including your initial submission, that were
subsequently revised in response to comments issued in comment letters dated July
25, 2024, August 28, 2024 and October 4, 2024.

Please revise your disclosure to revert to disclosure in prior amendments that
is reflective of the disclosure responsive to our previously issued comments. Please
note specific language reflected in our prior comments with attention to those
addressing disclosure related to your status as a Cayman Islands holding company
 7.

January 31, 2025
Page 3

with operations in Hong Kong by your operating subsidiaries. Examples of disclosure
that this comment may apply to include (but are not limited to) the following:
•Cover page disclosure to (i) provide a cross-reference to the subsection of risk
factors titled "Risks Related to Doing Business in the Jurisdictions in which We
Operate" and (ii) make clear whether 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.
•Accurately reflect your auditor as we note that you discuss WWC, P.C. as your
San Mateo, CA-based auditor within your disclosure. However, the auditor report
and consent reflect that your auditor is OneStop Assurance PAC, a Singapore-
based auditor.
•Disclosure throughout the registration statement to state that you have "relied on
the opinion of Khoo & Co." as opposed to "as advised by" or "are advised by"
etc.
•Cover page disclosure beginning "All of our operations are conducted by our
indirect wholly owned Operating Subsidiary in Hong Kong..."
•Prospectus Summary and Business section disclosure with the sentences
beginning "We lead the strategic design and conceptualization...", "The supplier
will handle the technical execution...", and "We have relied upon the opinion of
Khoo & Co..."
•Summary of Risk Factor disclosure providing a cross-reference to the relevant
individual detailed risk factors and page number where each respective risk factor
can be found.
•Risk Factors section, including the risk factor beginning "There remain some
uncertainties as to whether we will be required to obtain approvals form the PRC
authorities..."
•Enforceability of Civil Liabilities, including the names and locations of your
senior executive officers located in China or Hong Kong and associated Risk
Factor disclosure.
            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 Kate Beukenkamp at 202-551-3861 or Taylor Beech at 202-551-4515
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Yarona L. Yieh