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Everbright
Digital Holding Ltd.

Unit
1A, 10/F, C-Bons International Centre

108
Wai Yip Street, Kwun Tong

Hong
Kong

February
25, 2025

Division
of Corporation Finance

Office
of Trade and Services

U.S.
Securities and Exchange Commission

Washington,
DC 20549

 Attn: Ta
Tanisha Meadows, Suying Li, Kate Beukenkamp and Taylor Beech

    Re:
    Everbright
    Digital Holding Ltd.

    Amendment
    No. 4 to Draft Registration Statement on Form F-1

    Submitted
    January 10, 2025

    CIK
    No. 0002024876

Dear
Sir or Madam,

This
letter is in response to your letter on January 31, 2025, in which you provided comments to the Registration Statement on Amendment No.
4 to Form DRS of Everbright Digital Holding Ltd. (the “Company”) submitted to the U.S. Securities and Exchange Commission
on January 10, 2025. On the date hereof, the Company has filed the Registration Statement on Form F-1 (“Form F-1”). We set
forth below in bold the comments in your letter relating to the Registration Statement followed by our responses to the comments.

Amendment
No. 4 to Draft Registration Statement on Form F-1 Submitted January 10, 2025

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.

RESPONSE:
We note the Staff’s comment and respectfully advise the Staff that we have revised our disclosure on pages 55 to 57 of Form F-1.

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.

RESPONSE:
We note the Staff’s comment and respectfully advise the Staff that we have revised our disclosure on page 55 of Form F-1.

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.

RESPONSE:
We note the Staff’s comment and respectfully advise the Staff that we have revised our disclosure on page 58 of Form F-1.

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.

RESPONSE:
We note the Staff’s comment and respectfully advise the Staff that we have revised our disclosure on page 98 of Form F-1.

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.

RESPONSE:
We note the Staff’s comment and respectfully advise the Staff that we have revised our disclosure on page F-22 and F-23 of Form
F-1.

 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.

RESPONSE:
We note the Staff’s comment and respectfully advise the Staff that we have revised our disclosure on page F-22 and F-23 of Form
F-1.

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 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.

    2

 ● 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.

RESPONSE:
We note the Staff’s comment and respectfully advise the Staff that we have revised the disclosure in Form F-1 to reflect the disclosure
in response to the Staff’s previously issued comments.

We
hope this response has addressed all of the Staff’s concerns relating to the comment letter. Should you have additional questions
regarding the information contained herein, please contact our securities counsel William S. Rosenstadt, Esq., Jason Ye, Esq. or Yarona
Yieh, Esq. of Ortoli Rosenstadt LLP at wsr@orllp.legal, jye@orllp.legal or yly@orllp.legal.

    Sincerely,

    /s/
    Leung Chun Yip

    Chief
    Executive Officer

    3