SecProbe.io

January 31, 2025
Cheung Po Lui
Chief Executive Officer
Acco Group Holdings Limited
Unit 2406, 24/F
Low Block, Grand Millennium Plaza
181 Queen’s Road Central, Hong Kong
Re:Acco Group Holdings Limited
Amendment No. 1 to Draft Registration Statement on Form F-1
Submitted January 23, 2025
CIK No. 0002038378
Dear Cheung Po Lui:
            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 December 31, 2024 letter.
Amendment No. 1 to Draft Registration Statement on Form F-1
Cover Page
We note your revisions in response to prior comment 2 and that “[s]ave as disclosed
above, for the years ended June 30, 2024 and 2023, and up to the date of this
prospectus, no transfer of cash or other types of assets has been made between our
Cayman Islands holding company and subsidiaries.” We also note your other
disclosure that “our Operating Subsidiaries have not encountered difficulties or
limitations with respect to their respective abilities to transfer cash between each
other.” Please state whether any transfers, dividends, or distributions have been made 1.

January 31, 2025
Page 2
to date among Operating Subsidiaries, and quantify the amounts where applicable.
Report of Independent Registered Public Accounting Firm, page F-2
2.Given the changes in the notes to the financial statements regarding your revenue
recognition accounting policy and note 8 - accrued liabilities and other payables, it
appears the report date should be revised pursuant to paragraph .05 of AS 3110.
Please revise accordingly.
Consolidated Statements of Cash Flows, page F-6
3.In the non-cash investing and financing activities section you report $1,959,678 as the
amount for dividends declared and offset against balances among related parties for
2024. This amount equals the amount of dividends paid in 2024 reported in the
statements of changes in shareholders' equity. The financing section of the statement
of cash flows additionally reports dividends paid of $34,615. Please reconcile these
amounts. We note the amounts of the noted line items in the cash flows statements for
2023 sum to the amount of dividends paid for 2023 in the statements of changes in
shareholders' equity. Additionally, the amount of dividends paid for 2024 shown in
the paragraph beginning "For the year ended June 30, 2023, our Operating
Subsidiaries declared dividend ..." states dividends paid for 2024 was US$1,969,578.
Please revise as appropriate.
4.Regarding the dividends declared and offset against balances among related parties
presented in the non-cash investing and financing section for both fiscal periods,
please explain to us the related party balances that were offset and how this relates to
the balances and changes therein reported in the balance sheets for amounts due from
and to related parties. Also, tell us and disclose as appropriate the business purpose for
any noncash offset to amounts due from related parties when it appears the company
was due to receive cash. Further, explain to us and disclose as appropriate why the
related party balances offsets were performed by a noncash declaration of dividends
rather than some other settlement mechanism.
Notes to the Consolidated Financial Statements
Note 2 - Summary of Significant Accounting Policies
Revenue Recognition
Revenue Recognition and Transaction Price Allocation, page F-15
5.Refer to your response to prior comment 17 and associated revised disclosure. You
disclose accounting services consist of various performance obligations each of which
have stand alone value but it appears you did not disclose how the transaction price is
allocated to each performance obligation pursuant to ASC 606-10-50-20.c. Please
revise to do so.
Cost of Revenues, page F-16
6.It appears from disclosure in your filing you have employees that perform your
services in generating revenue. Your added disclosure does not disclose whether cost
of revenues includes compensation, benefits and other costs associated with your
employees. Please revise as appropriate. If your employees do not perform services in
generating revenue, explain to us and disclose why.

January 31, 2025
Page 3
Note 8 - Accrued Liabilities and Other Payables, page F-21
7.Your revised disclosure presents you hold funds for settlement for the purpose of
settling fees payable to third-party service providers. You state these amounts are not
recognized as revenue, since you act solely as an intermediary. Please explain to us
and disclose further what these fees represent and the services provided by the third
parties. If these are fees that you bill customers that you then pass through to the third
parties, explain to us why these are not considered to be revenue (and expense in like
amount) to you and whether or not you add any mark up or margin to these pass
through fees. If these transactions represent you are an agent, explain to us and
disclose the revenue you recognize from these transactions, the basis for the revenue
and the amount recognized, and revise your revenue recognition accounting policy
accordingly.
            Please contact Keira Nakada at 202-551-3659 or Doug Jones at 202-551-3309 if you
have questions regarding comments on the financial statements and related matters. Please
contact Jenny O'Shanick at 202-551-8005 or Evan Ewing at 202-551-5920 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Yarona L. Yieh