SecProbe.io

April 21, 2025
Ju Liu
Chairman of the Board
Sibo Holding Limited
Suite 3210, 32/F, Champion Tower
3 Garden Road, Central
Hong Kong
Re:Sibo Holding Limited
Draft Registration Statement on Form F-1
Submitted March 25, 2025
CIK No. 0002043392
Dear Ju Liu:
            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 from page F-25 that you have retroactively adjusted the shares and per share
data for all periods presented in the financial statements related to the March 7, 2025
subdivision of shares. Please revise all disclosures in your filing related to share
issuances to also include the adjusted amount of shares.
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 Aisha Adegbuyi at (202) 551-8754 to 2.

April 21, 2025
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discuss how to submit the materials, if any, to us for our review.
Commonly Used Defined Terms, page ii
3.Please revise your definition of “PRC laws and regulations" or "PRC laws” to include
Hong Kong and Macau and to clarify that the “legal and operational” risks associated
with operating in China also apply to your subsidiaries' operations in Hong Kong. The
definition may clarify that the only time that the definition does not include Hong
Kong or Macau is when you are referencing specific laws and regulations adopted by
the PRC. If it does, please revise your disclosure to discuss any commensurate laws or
regulations in Hong Kong, if applicable, and any risks and consequences to the
company associated with those laws and regulations.
4.You disclose here that all subsidiaries are wholly-owned. Please revise as needed
noting your disclosure on page 6 that AlphaFx Limited was 60% owned.
Prospectus Summary
The Company
Our Business Overview, page 1
5.Please clarify what you mean by a "balance sheet-light model" approach.
Summary of Risk Factors
Risks Related to Doing Business in Jurisdictions We Operate, page 4
6.Please revise your disclosure here to describe the significant regulatory, liquidity, and
enforcement risks you are subject to due to your operations in Hong Kong. For
example, specifically discuss risks arising from the legal system in China, including
risks and uncertainties regarding the enforcement of laws and that rules and
regulations in China can change quickly with little advance notice. Further disclose
that the Chinese government may exert more control over offerings conducted
overseas and/or foreign investment in China-based issuers, which could result in a
material change in your operations and/or the value of the securities you are
registering for sale. Acknowledge any risks that any actions by the Chinese
government to exert more oversight and control over offerings that are conducted
overseas and/or foreign investment in China-based issuers 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.
Transfer of Cash Through Our Organization, page 7
7.Please quantify dividends or distributions made to U.S. investors, the source, and their
tax consequences or clarify that no transfers, dividends, or distributions have been
made to date.
Dual Class Structure, page 13
Please revise this section or elsewhere where appropriate to disclose the following as
it relates to your dual class structure:
disclose that the controlling shareholders will be able to amend the organizational
documents, approve major corporate transactions, such as a change in control, •8.

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merger, consolidation, or sale of assets;
•disclose that your capital structure may have anti-takeover effects preventing a
change in control transaction that shareholder might consider in their best
interests; and
•disclose that the future issuances of high-vote shares may be dilutive to low-vote
shareholders.
Risk Factors, page 17
9.Please add risk factor disclosure describing the fact that your multi-class capital
structure may have anti-takeover effects preventing a change in control transaction
that shareholders might consider in their best interests. In addition, add risk factor
disclosure describing the risks to investors that future issuances of high-vote shares
may be dilutive to low-vote shareholders.
Failure to comply with regulatory capital requirements set by local regulatory authorities,
page 21
10.We note your disclosure that your operating subsidiary, StormHarbour HK, is "subject
to various regulatory capital requirements, including minimum capital requirements,
capital ratios and buffers established by competent authorities in their respective
jurisdiction." Please disclose each of the referenced requirements, clarify if you are in
compliance with them and identify the regulatory bodies imposing these requirements.
We face risks related to know-your-customer, page 26
11.We note your reference to your "completion of a business combination" in this risk
factor. Please revise your disclosure to clarify what business combination you are
referring to here, and, if applicable, include additional details, such as your timeline,
etc.
Our businesses depend on our key management and professional staff, page 27
12.We note your disclosure here that StormHarbour HK’s business operations depend on
the continued services of its senior management. Revise this risk factor to discuss the
extent to which your key personnel is covered by employment or non-compete
contracts, similar to your discussion on page 94.
Substantially all our operations are in Hong Kong, page 29
Given the Chinese government’s significant oversight and discretion over the conduct
and operations of your business, please revise to describe any material impact that
intervention, influence, or control by the Chinese government has or may have on
your business or on the value of your securities. Please revise the risk factor to state
clearly that the Chinese government may intervene or influence your operations at any
time, which could result in a material change in your operations and/or the value of
your securities. Also, given recent statements by the Chinese government indicating
an intent to exert more oversight and control over offerings that are conducted
overseas and/or foreign investment in China-based issuers, acknowledge the risk that
any such action could significantly limit or completely hinder your ability to offer or 13.

April 21, 2025
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continue to offer securities to investors and cause the value of such securities to
significantly decline or be worthless. We remind you that, pursuant to federal
securities rules, the term “control” (including the terms “controlling,” “controlled by,”
and “under common control with”) means “the possession, direct or indirect, of the
power to direct or cause the direction of the management and policies of a person,
whether through the ownership of voting securities, by contract, or otherwise.”
There are political risks associated with conducting business in Hong Kong, page 31
14.We note your disclosure that "new tariffs on China impose a 10% duty on all goods
imported from China, including Hong Kong." Please update this disclosure.
Use of Proceeds, page 46
15.We note your disclosure that 22% of the proceeds will be used to pay off a loan from
a related party. Please identify the related party and describe the interest rate and
maturity of this loan and, for loans incurred with the past year, disclose the uses to
which the proceeds of such indebtedness were put. Refer to Item 3.C.4 of Form 20-F.
Management's Discussion and Analysis of Financial Condition and Results of Operations,
page 50
16.Please revise your filing to discuss your financial condition for each period presented,
including an explanation of the causes of material changes in financial condition
during these periods. Please ensure you discuss the nature of the Prepaid Services Fee
totaling $1 million at December 31, 2024 explaining why the company prepaid such a
significant amount. Refer to Item 303 of Regulation S-K.
17.To the extent you have a material amount of delinquent receivables at a period end,
please revise to provide an aging analysis.
Results of Operations, page 52
18.We note that the decrease of asset management income in fiscal year ended December
31, 2024 was due to StormHarbour HK’s waiver of the management fee charged from
the fund under management. Please revise your disclosures to clarify the nature,
timing, and amount of the waived management fees, if material.
19.We note disclosure on page 77 that you earn fees of between 1.0% and 2.0% of your
assets under management (“AUM”). Please revise your MD&A section to provide a
rollforward of your AUM, if material, disaggregated by product, to include beginning
and ending balances, inflows and outflows, market appreciation and depreciation and
any other significant component for all periods presented. Please also discuss any
significant trends or concentrations in your AUM, as well as related drivers.
Quantitative and Qualitative Disclosures about Market Risk
Critical Accounting Policies and Estimates, page 55
20.Please revise to include an enhanced discussion for each critical accounting estimate
that supplements, but does not duplicate, the description of significant accounting
policies in Note 2 of the financial statements. Refer to Item 303(b)(3) of Regulation S-
K.

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Contractual Obligations and Commitments, page 55
21.We note your disclosure on page 27 relating to your agreement with Good Pride
Limited and that the agreement was extended to April 25, 2025. Please revise this
section to describe the material terms of the agreement and your plans, if any, to
extend the date of the agreement.
Industry, page 60
22.Please revise your draft registration statement to clearly define the term “turnover”
used throughout this section.
23.Please advise us whether the industry report provided by Solomon JFZ (Asia)
Holdings Limited was commissioned by you. If so, please file the company's consent
pursuant to Rule 436 of the Securities Act as an exhibit to your draft registration
statement.
24.We note your disclosure here that your "management has no reason to believe that
such information presented in this section is false or misleading or that any fact has
been omitted that would render such information and/or statistics false or misleading
in any material respect." Please indicate, if true, that you believe and act as though the
information concerning industry and market data that is referenced in your filing is
reliable. If you do not, please remove it.
Business, page 75
25.Please disclose the percentage of your clients in Mainland China and the revenues
attributable to Mainland China clients. With respect to any Mainland China clients
conducting offerings on which you served as a sponsor, placing agent, underwriter,
and so forth, advise us whether any of the clients were or may have been required to
register under the Trial Measures.
26.We note that you maintain commercial relationships with other global offices. Please
revise your disclosures to define the term “other global office” and fully explain the
nature and type of your relationships with these offices.
Overview, page 75
27.We note your disclosure that the core business of StormHarbour HK is rooted in
capital markets services, with recent expansions into asset management services.
Revise your disclosure to provide more detail about each of these two segments.
Describe specific "financial services" you provide to your capital market transaction
clients. For asset management services, we note also that your description of services
is very brief, but that your website includes more information listing infrastructure
project financing, mezzanine and private equity, investment grade and HY bonds,
mortgage loans, real estate financing and receivables and inventory financing. The
website also describes other activities under the asset management segment. If you do
not believe this information should be included in the business section, please advise
why it is not included.
Please revise your business section to include the following:
any significant new services that have been introduced and, to the extent the •28.

April 21, 2025
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development of new products or services has been publicly disclosed, give the
status of development; and
•a description of the marketing channels you use, including an explanation of any
special sales methods.
Refer to Item 4.B. of Form 20-F.
29.We note your disclosure that your geographical focus encompasses key markets in the
Asia Pacific region, including Mainland China, Hong Kong, South Korea, Oceania,
and Southeast Asia. Please revise to state if this list is exhaustive. If not, include all
other material markets you operate in. Clarify what percentage of revenues is derived
from each of the listed markets.
Service Fees, page 76
30.We note your disclosure that you generate revenues through commission, handling
fees and financing interest. We also note that you disclose various fees for your
capital market transaction and asset management services segments on pages 76 and
77. Please disclose additional information relating to commissions you receive, such
as what the average commission rates are and who pays them. Finally, provide more
detail on financing interest you receive.
Customers, page 79
31.Please revise the second paragraph in this section to identify the following:
•your client(s) that are Fortune 500 corporations;
•Southeast Asia-based investment holding firm with operations in Indonesia,
China, Malaysia and Singapore;
•a major real estate developer group that is part of a leading Chinese
conglomerate; and
•top-tier Chinese conglomerate with business segments in technology, advanced
materials, agricultural, banking and industrial incubations.
32.Please identify the top five customers listed in the table on page 79 and their
geographical locations. If you signed agreements with any of these
customers, describe their material terms and file them as exhibits to your draft
registration statement or advise.
33.Noting your disclosure on page 20, please revise to clarify your relationship with Ho
Shung Pun and if a related party, please revise your filing as appropriate.
Regulations, page 83
34.We note your disclosure on page 17 that your major regulators include Cayman
Islands Monetary Authority ("CIMA"). Please revise this section to describe material
regulations you are subject to by the CIMA or advise why this information is not
included in this section. In addition, discuss material US regulations that will apply to
you after the initial public offering.
Principal Shareholders, page 95
Please disclose the percentage of Class B ordinary shares the holder of Class B 35.

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ordinary shares must keep to continue to control the outcome of matters submitted to
the controlling shareholder for approval.
Related Party Transactions, page 96
36.Please tell us how you considered whether the term in the Burberlon loan of