SecProbe.io

November 19, 2024
Tsz Keung Chan
Chief Executive Officer
Rich Sparkle Holdings Ltd
Portion 2, 12th Floor, The Center
99 Queen’s Road Central
Hong Kong
Re:Rich Sparkle Holdings Ltd
Amendment No. 1 to Draft Registration Statement on Form F-1
Submitted October 30, 2024
CIK No. 0002031688
Dear Tsz Keung Chan:
            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 7, 2024 letter.
Amendment No. 1 to Draft Registration Statement on Form F-1 submitted October 30, 2024
Cover Page
1.We note your response to prior comment 2 and added disclosure that you "are subject
to certain legal and operational associated with our operating entity being based in
Hong Kong..." Please revise this sentence to state that you are subject to certain legal
and operational  risks associated with your operations in Hong Kong.
Please further enhance your disclosure regarding transfer of funds within your
organization to explain how cash is transferred from the holding company to your
subsidiaries. In response to prior comment 3, you have revised to state that Rich 2.

November 19, 2024
Page 2
Sparkle "relies on dividends and other distributions on equity" from its operating
subsidiary, but it remains unclear how funds would be transferred in the other
direction. Provide this disclosure in the discussion of cash transfers in the prospectus
summary as well.
Prospectus Summary
Permission Required From Hong Kong and Chinese Authorities, page 13
3.We note your response to prior comment 11 and reissue. Please revise to clearly
indicate, if true, that you have relied upon opinions of PRC and Hong Kong counsel
with respect to each conclusion regarding permissions and approvals from PRC and
Hong Kong regulatory authorities. In this regard, you continue to use ambiguous
language, such as "[a]s confirmed by our PRC Counsel," "as further advised by our
PRC Counsel," and "[a]s confirmed by David Fong & Co," rather than clear indication
that you have received opinions from such counsel.
Management
Compensation of Directors and Executive Officers, page 107
4.Please update your executive officer and director compensation information for your
fiscal year ended September 30, 2024. Refer to Item 6.B of Form 20-F.
Related Party Transactions, page 109
5.We reissue prior comment 20. Revise to provide the information called for by Item
7.B of Form 20-F with respect to each related party transaction required to be
disclosed in this section. In this regard, you continue to disclose a related party
balance as of certain dates without discussing the underlying “advances from the
related company” that resulted in such balance. Additionally, please disclose the
outstanding amount(s) due to Superb Prospect Group Ltd. as of the most recent
practicable date.
General
6.We note your response to prior comment 23, particularly that the outstanding
25 Series A preferred shares held by FCGM Strategic Investment Pte. Ltd. will
automatically convert into ordinary shares prior to consummation of the IPO pursuant
to terms of the subscription agreement dated June 26, 2024. Please further clarify
whether the class of Series A preferred shares will remain authorized pursuant to your
governing documents (i.e. Second Amended and Restated Memorandum and Articles
of Association) such that additional shares of the class may be issued by the
company at any time, even if no Series A preferred shares are outstanding at the time
of the IPO. In this regard, your condensed consolidated balance sheets as of March 31,
2024 indicate that 25,000 Series A preferred shares are authorized under your
governing documents. To the extent that your governing documents to be effective
following the IPO will continue to authorize the issuance of preferred shares, revise to
briefly describe such dual- or multi-class structure and the different authorized classes
of stock in the prospectus cover page, summary, risk factors, and capitalization
sections. Explain the nature of any disparate voting or other material rights associated
with the classes.

November 19, 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 Rebekah Reed at 202-551-5332 or Donald Field at 202-551-3680 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Lawrence Venick