SecProbe.io

July 19, 2024
Chan Wan Shan Sandra
Chief Executive Officer
Bluemount Holdings Limited
Room 1007, 10/F, Capital Centre
151 Gloucester Road
Wan Chai, Hong Kong
Re:Bluemount Holdings Limited
Draft Registration Statement on Form F-1
Submitted June 25, 2024
CIK No. 0002027815
Dear Chan Wan Shan Sandra:
            We have reviewed your draft registration statement and have the following comments.
            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
General
1.We note your disclosure that approximately 57% and 78% of your revenues in the last
two fiscal years were attributable to consulting and advisory services, and 40% and 19%
of your revenues were attributable to the trading of luxury timepieces. Please revise your
prospectus significantly in the (a) prospectus summary, (b) risk factors, (c) industry, (d)
business and (e) management's discussion and analysis of financial condition and results
of operations sections to discuss these two revenue-producing segments in the beginning
of each of the respective sections of the prospectus. In this regard, we note that currently
you prominently discuss underwriting and placing services, securities dealing and
brokerage services, and asset management services in each of the sections, even though
less than 3% and 4% of your revenues were derived from these types of services in fiscal
years 2024 and 2023, respectively.

July 19, 2024
Page 2
2.Please revise your cover page, summary, and risk factors sections to disclose your
multiple class share structure (Class A ordinary shares and Class B ordinary shares) and
explain the nature of the disparate voting rights, including the number of votes per share
to which each class of common stock is entitled, and the risks the structure presents to
investors, including the risk that future issuances of high-vote shares may be dilutive to
the shareholders of Class B shares.
3.Please define "Controlling Shareholders" the first time you refer to this group of
shareholders in the filing or advise.
4.Please provide us with supplemental copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf,
have presented or expect to present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or not you retained, or intend to retain, copies of those
communications. Please contact Madeleine Mateo at (202) 551-3465 to discuss how to
submit the materials, if any, to us for our review.
5.We note that in several risk factors you refer to your or the group's "retail shops," but in
the facilities section starting on page 109 you only describe a 3,000 square foot office
space you lease. Please revise for consistency or advise.
6.We note that throughout the prospectus you often describe the industry using compound
annual growth rate ("CAGR"). Because CAGR only represents two discrete snapshots in
time, but does not show trends or events during the period represented, please balance
your disclosure by also including the annual rates for the periods represented.
7.Please include compensation of your executive officers in the most recent fiscal year.
Refer to Item 6.B. of Form 20-F.
Overview, page 1
8.Please revise here and in other key disclosures where you discuss your business model
related to selling luxury timepieces to provide additional key details. For example, discuss
your distribution strategies, the type and amount of marketing you perform, the
percentage of revenue from on-line vs. off-line sales, the percentage of corporate vs. retail
customers, the type and number of storefronts you have, etc. Additionally, based on
disclosure on pages 77 and 103, it appears that you have generated substantially all of
your revenue from sales to one customer. If true, please more prominently disclose this
fact.
Corporate History and Structure, page 3
9.Please revise the corporate structure diagram here and elsewhere in the filing to clearly
disclose the percentage of voting rights and economic rights by class of share.
Prospectus Summary, page 12
Please revise the first paragraph in this section to disclose 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 for a period of two
consecutive years, and that as a result an exchange may determine to delist your 10.

July 19, 2024
Page 3
securities. In this regard we note that your disclosure currently refers to "three consecutive
years."
Risk Factors, page 17
11.We note the significant revenue concentration within your customer base. In this regard,
we note that Customer A from your trading of timepiece segment accounted for 40.45%
of your revenue for the year ended March 31, 2024, Customer B from your consulting and
advisory segment accounted for 66.54%, and Customer C from your trading of timepiece
segment accounted for 18.52% of your revenue for the year ended March 31, 2023. Please
identify Customer A, Customer B and Customer C and include a risk factor highlighting
the risks associated with dependence on a limited number of customers. Further, if
applicable, disclose the terms of any material agreements with these customers and file
the agreements as exhibits. Refer to Item 601(b)(10) of Regulation S-K.
Risks Related to Our Business, page 17
12.Please refer to industry challenges described on pages 88 and 89 and revise this section to
describe material risks to investors related to the industry of trading luxury watches.
Reliance on products of certain brands under the Commodity Trading Business Segment, page 29
13.Please revise to disclose the top three brands of timepieces that comprise 100% of your
inventory.
Recent joint statements by the SEC and PCAOB, page 40
14.We note your disclosure about the Holding Foreign Companies Accountable Act. Please
update your disclosure to describe the potential consequences to you if the PRC adopts
positions at any time in the future that would prevent the PCAOB from continuing to
inspect or investigate completely accounting firms headquartered in mainland China or
Hong Kong.
Use of Proceeds, page 56
15.We note that you plan to use approximately 30% of the net proceeds of this offering for
acquisition of financial and investment related companies. Please provide a brief
description of the businesses you are seeking to acquire and, to the extent you have
identified any particular business, include information on the status of the
acquisition. Refer to Item 3.C.3. of Form 20-F.
16.Please give the net amount of the proceeds to be used for each of the uses specified. Refer
to Item 3.C.1. of Form 20-F.
Reorganization, page 61
17.We note the depiction of Bluemount Capital Limited in the diagram illustrating your
corporate structure immediately after this offering, as well as your disclosure on pages F-7
and F-35, that this company was incorporated in Hong Kong. However, your disclosure
on page 62 states that Bluemount Capital Limited was formed as the foreign company's
Taiwan branch, Republic of China. Please disclose consistently if the company is
incorporated under the laws of Taiwan or Hong Kong.

July 19, 2024
Page 4
Competition in the financial services industry in Hong Kong, page 67
18.Please tell us why you disclose that securities dealing is your primary business and has
traditionally been a significant part of your operations considering the immaterial impact
of this business on your financial results. Alternatively, please revise your disclosure as
needed.
Advisory service fee income, page 73
19.Please revise your disclosure to provide details of the amount of revenue recognized each
year and the year over year changes in your advisory service fee income. For example,
disclose the number of projects/transactions closed each year, average fee per
projects/agreement and discuss the underlying reasons for any material trends.
Trading of timepiece, page 73
20.Please revise your disclosure to provide details of the amount of revenue recognized each
year and the year over year change in your trading of timepieces revenue. For example,
disclose the number of timepieces sold in each period, the average sales price per
timepiece and discuss the underlying reasons for any material trends.
Impairment loss on trade and other receivables, page 73
21.Please revise your disclosures to discuss the key facts and circumstances that resulted in
the 2023 impairment loss. Please discuss the likelihood that the underlying reasons for the
impairment loss are indicative of the need for future impairments.
Results of Operations - Income tax expense, page 74
22.Please revise to disclose the effective tax rate for each period presented and describe the
underlying reasons for the material difference. Please discuss the extent that the reason for
the large effective tax rate in 2023 is expected to impact future taxes so that investors can
ascertain the likelihood that past tax rates are indicative of future tax rates.
Industry Background of Financial Services Business Segment, page 80
23.Please reconcile your disclosure that as of March 31, 2024, the equity market in Hong
Kong ranked the seventh largest stock market in the world with the table below your
disclosure showing the worldwide ranking of the Hong Kong Stock Exchange as eighth in
the world.
Industry Background of the Consulting and Advisory Services Business Segment, page 83
24.Please provide support for your disclosure in the first paragraph of this section that the
"market size of the [consulting services] industry reach[ed] more than one trillion U.S.
dollars in 2022."
25.We note that your business operates exclusively in Hong Kong. Please revise your
disclosure in the third full paragraph on page 84 to describe Hong Kong's management
consulting market. In this regard, we note that you currently discuss the size of China's
management consulting market but you do not appear to have any operations in Mainland
China. Make corresponding changes in the first paragraph on page 88 where you discuss
the size of China's luxury timepieces market.

July 19, 2024
Page 5
Industry Background of the Luxury Branded Timepieces Business Segment, page 86
26.Please explain what you mean by your reference to "Incredible" in the first paragraph on
page 87.
27.Please revise your disclosure here and throughout this prospectus to cite specific sources
for the market and industry data you present.
28.Please either explain why in the fifth paragraph on page 87 you describe the online sector
and online platforms and their relevance to your business or remove this paragraph.
Synergies among our different lines of services which generate diversified and stable sources of
revenue, page 93
29.We note your disclosure on pages 91 and 93 related to the benefits created by synergies
between your businesses and other disclosure in your filing discussing how your
businesses “complement one another.” Noting that 57% of your revenue for the year
ended March 31, 2024 related to your consulting and advisory business and 40% of your
revenue related to selling watches, please revise your disclosure throughout your filing to
clarify how these apparently disparate businesses create synergies and the types of
synergies created. Alternatively, and if appropriate, please remove disclosure related to
synergies.
Strengthening our placing and underwriting services, page 93
30.Please balance your disclosure that your placing and underwriting business is your core
competence with a discussion of the historical revenue generated from the placing and
underwriting business and your engagement in these services subsequent to March 31,
2024, up to the date of the prospectus. In this regard, we note your disclosure on page 63
that you generated 0% and 1.32% of your total revenues from the underwriting and
placing services for the years ended March 31, 2024, and 2023, respectively.
Consulting and Advisory Business Segment, page 100
31.Please revise this subsection significantly to provide additional details on the services
offered by you in the consulting and advisory business segment. Explain what specific
services you provide under each corporate finance and strategic communications
"segments" and describe how you are compensated for such services, such as
commissions, flat fees or otherwise.
Consulting and Advisory Business Segment, page 105
32.Where you highlight the extensive business and financial knowledge possessed by your
staff, please balance your disclosure by also discussing that your operating subsidiaries
employed only nine employees as of March 31, 2024.

July 19, 2024
Page 6
Sales and Marketing - Commodity Trading Business Segment, page 105
33.Your disclosure here implies that you have a broad, active and loyal customer base.
However, based on disclosure on pages 77 and 103, it appears that you have generated
substantially all of your revenue from sales to one customer. If true, please revise your
disclosure here and elsewhere in the filing to ensure that the characterization of your
customer base is consistent with the fact that you have one customer.
Employment Agreements with Executive Officers, page 135
34.Please describe the material terms of the employment contracts with your executive
officers. Refer to Item 10.C. of Form 20-F.
Principal Shareholders, page 136
35.We note your reference to controlling shareholders on page 152. Please disclose what
percentage of the voting power will be held by the controlling shareholders after this
offering and the percentage of outstanding shares that holders of Class A ordinary shares
must keep to continue to control the outcome of matters submitted to shareholders for
approval. Explain the controlling shareholders' ability to control matters requiring
shareholder approval, including the election of directors, amendments of organizational
documents, and approval of major corporate transactions, such as a change in control,
merger, consolidation, or sale of assets.
36.You disclose that upon the closing of the offering, none of your shareholders will have
different voting rights from other shareholders. Please tell us how this disclosure is
consistent with disclosure on pages 141 and F-38 that Class A shareholders have 20 votes
and Class B shareholders have one vote per share. Alternatively, please revise as
appropriate.
37.Please disclose the natural person or persons who have voting and dispositive control over
the shares held by Echo International Holdings Group Limited.
38.Please tell us why the ownership percentages in the table on page 137 differ from
percentages disclosed on page F-9. If necessary, revise your disclosure for consistency or
advise.
Certain Relationships and Related-Party Transactions
Transactions with Certain Related Parties, page 138
39.Please revise the second paragraph in this section to state that you are required to disclose
related party transactions since the beginning of your three preceding fiscal years. Refer to
Item 7.B. of Form 20-F. In addition, revise the tables in this section to explain the related
party relationship for each of the entities or individuals included in this section.
Description of Share Capital
Calls on Ordinary Shares and Forfeiture of Ordinary Shares, page 142
We note your disclosure in this section that "directors may