SecProbe.io

June 10, 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
Amendment No. 1 to
Draft Registration Statement on Form F-1
Submitted May 27, 2025
CIK No. 0002043392
Dear Ju Liu:
            We have reviewed your amended 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. Unless we note otherwise, any references to prior comments are to comments in
our April 21, 2025 letter.
Amendment No. 1 to Draft Registration Statement on Form F-1
Commonly Used Defined Terms, page ii
We note your response to prior comment 3 and your revised definition of "PRC Laws
and regulations" or "PRC laws." Please revise further to refer to "PRC laws and
regulations," not "laws and regulations of Mainland China" in this definition and
throughout the filing. In addition, either tell us where in the prospectus you describe
Hong Kong laws applicable to you, or remove the last part of the definition starting
with "in which case the definition of 'PRC laws and regulations' or 'PRC laws' does 1.

June 10, 2025
Page 2
not include Hong Kong or Macau."
Prospectus Summary
Summary of Risk Factors
Risks Related to Doing Business in Jurisdictions We Operate, page 4
2.We note your response to prior comment 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 sales.
Risk Factors
Substantially all our operations are in Hong Kong, page 29
3.We note your response to our prior comment 13 and your revisions in this risk factor.
Please revise the body of the risk factor further 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 continue to offer
securities to investors and cause the value of such securities to significantly decline or
be worthless.
Use of Proceeds, page 46
4.We note your response to prior comment 15. Please revise this section to describe the
interest rate and maturity of the loan from Burberlon Vantage Capital Limited. Refer
to Item 3.C.4 of Form 20-F.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Quantitative and Qualitative Disclosures about Market Risk
Critical Accounting Policies and Estimates, page 55
5.We note your response to prior comment 20 and revisions on page 55. Please revise to
include an enhanced discussion for each critical accounting estimate including for
instance, information necessary to understand the estimation uncertainty and, to the
extent the information is material and reasonably available, how much each estimate
and/or assumption has changed over a relevant period and the sensitivity of the
reported amounts to the material methods, assumptions and estimates underlying its
calculation. Refer to Item 303(b)(3) of Regulation S-K.

June 10, 2025
Page 3
Business
Development of New Services and Products, page 78
6.We note your response to prior comment 28. For the new services that have been
introduced, please revise your disclosure in this section further to give the status of
development.
Customers, page 79
7.We note your response to prior comment 30 and your revised disclosure on page 81
about the revenues you generate through commission. Please disclose additional
information relating to commissions you receive, such as what the average
commission rates are or the applicable commission rate range.
8.We note your response to prior comment 31 and the list of your clients that are
Fortune 500 corporations. Please revise your disclosure further because it appears that
only one of the four companies listed is a Fortune 500 company. In the alternative,
please provide us with a public source that includes all four of your listed clients in
the list of Fortune 500 corporations.
Principal Shareholders, page 98
9.We note your revised disclosure on page 99 in response to prior comment 35. Please
revise further to disclose the percentage of Class B ordinary shares the controlling
shareholder must keep to continue to control the outcome of matters submitted to
shareholders for approval. In this regard, we also note that it appears that you will
have one controlling shareholder who will hold majority of your voting power. If so,
please revise your references to multiple "controlling shareholders," accordingly.
Description of Share Capital, page 102
10.We note your response to prior comment 40. If applicable, please further revise your
disclosure on page 103 to describe sunset provisions that limit the lifespan of high-
vote shares or advise.
Notes to the Consolidated Financial Statements
2. Summary of Significant Accounting Policies
Income Taxes, page F-14
We note your response to prior comment 44. Please address the following:
•Please provide us additional details regarding the process with the Hong Kong
Inland Revenue Department (“IRD”) to use unused tax losses to offset future
taxable income. Specifically tell us the factors the IRD considers when
determining whether to confirm the use of unused tax losses.
•Please discuss the key factors you considered in determining that there was
significant uncertainty whether the IRD would confirm your use of unused tax
losses which resulted in concluding that the realization of the deferred tax asset
was not more likely than not to be realized and a full valuation allowance should
be recognized. For example, tell us how often and why the IRD has not confirmed
the use of unused tax losses in the past and tell us whether the IRD confirmed the
use of tax losses utilized during 2024.11.

June 10, 2025
Page 4
•Please provide us all the evidence considered in determining whether a valuation
allowance for the deferred tax asset was appropriate including a quantified
analysis of your historical tax income and any projections of future tax income.
Part II. Information Not Required in the Prospectus
Item 7. Recent Sales of Unregistered Securities, page II-2
12.We note your response to prior comment 49 and that none of the securities transfers
listed in this section were for "non-cash consideration." Please revise this section
further to specify the aggregate offering price for each transfer of securities. Refer to
Item 701(c) of Regulation S-K.
Exhibits
13.We note your response to prior comment 21 and your revised disclosure on page 55
related to your facility agreement with Good Pride Limited in the amount of
HK$7,000,000. Please file this agreement as an exhibit to the draft registration
statement or tell us why you are not required to do so. Refer to Item 601(b)(10) of
Regulation S-K.
            Please contact Jee Yeon Ahn at 202-551-3673 or Michael Volley at 202-551-3437 if
you have questions regarding comments on the financial statements and related
matters. Please contact Aisha Adegbuyi at 202-551-8754 or Tonya Aldave at 202-551-3601
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:Kevin (Qixiang) Sun, Esq.