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 March 14, 2025

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
 Registration Statement on Form F-1
 Filed March 6, 2025
 File No. 333-285592
Dear Tsz Keung Chan:

 We have reviewed your registration statement and have the following
comment(s).

 Please respond to this letter by amending your registration statement
and providing
the requested information. 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 any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments.

Registration Statement on Form F-1 filed March 6, 2025
Capitalization, page 57

1. Please revise your description of ordinary shares to state the correct
number of
 ordinary shares issued and outstanding as adjusted assuming the
over-allotment option
 is exercised in full. You currently state this figure as 12,657,500.
Given the disclosure
 in The Offering on page 20 that you have granted the underwriters the
option to
 purchase up to 187,500 additional ordinary shares, which would yield
12,687,500
 shares outstanding if the over-allotment option is exercised.
 March 14, 2025
Page 2
Industry, page 75

2. To the extent available, please update the description of your industry
to include
 information as of a date more recent than 2023.
Management
Employment Agreements and Director Agreements, page 100

3. Please revise your disclosure for consistency with the material terms of
the executed
 employment agreements filed as Exhibits 10.1, 10.2, and 10.3 to the
registration
 statement.
Related Party Transactions, page 106

4. Please revise footnote (1) to disclose the amount due to the related
party as of a more
 recent date. Refer to Item 7(B) of Form 20-F. In this regard, we note
that the
 information is dated and has only been provided as of October 31, 2024
and omits the
 information "up to the date of the document." Please revise as
applicable.
Consolidated Financial Statements of Rich Sparkle Holdings Limited and
Subsidiaries
Notes to Consolidated Financial Statements
1. Organization and Business Description
Reorganization, page F-7

5. We note your disclosure here that, as part of the reorganization, the
125 Ordinary
 Shares in issue will be "cancelled" and you will "reissue" 11,250,000
Ordinary Shares
 in aggregate to your shareholders on a pro rata basis proportional to
the shareholders
 existing equity interests. This in substance appears to be a 1:90,000
forward stock
 split. Please revise disclosure throughout your filing to describe this
as such.
6. Further, as this action is taken in contemplation of this offering,
please retrospectively
 restate presentation of ordinary shares throughout this document to
present the equity
 section as it will appear on effectiveness of this document. That is,
you should present
 11,250,000 ordinary shares on your balance sheet and use this figure in
calculating
 earnings per share. In this regard, we note you have appropriately used
this share
 figure in The Offering disclosure on page 20, in the Capitalization
table on page 57,
 and in the calculation of Dilution on page 58.
7. As a related matter, in your next submission, please include an Opinion,
marked as a
 "draft" with a corresponding explanatory legend, that includes a dual
date identifying
 the footnotes that will be impacted should this portion of the
Reorganization occur.
 The Opinion should contain the "draft" label and be unsigned until such
time as the
 forward stock split occurs.
 March 14, 2025
Page 3

 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

 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
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