SecProbe.io

January 23, 2025
Xin Jin
Director and Chief Executive Officer
Antalpha Platform Holding Company
Suntec Tower 2, 9 Temasek Boulevard
#13-01/02/03, Singapore, 038989
Re:Antalpha Platform Holding Company
Draft Registration Statement on Form F-1
Submitted December 20, 2024
CIK No. 0002044255
Dear Xin Jin:
            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 submitted December 20, 2024
General
1.We note that you earn most of your revenues pursuant to your agreements with
Bitmain and Northstar, which appear to be China and Hong Kong based companies,
respectively; two of your five subsidiaries are incorporated in Hong Kong; and Mr.
Yichun Hua, who appears to have been CFO of Bitmain, beneficially owns 77.9% of
the company. Please tell us your consideration for including specific and prominent
disclosure about the legal and operational risks associated with China-based
companies, including disclosure and risk factors addressing how cash is transferred
through your organization. For guidance, see Sample Letter to Companies Regarding
China-Specific Disclosures on our website.

January 23, 2025
Page 2
2.We note press releases and news stories regarding business activities that are not
discussed in the registration statement. Please tell us whether you still engage in these
activities, or no longer do because of the 2024 Reorganization or for other reasons. If
these activities are currently a material part of your operations, please provide
appropriate disclosure. In that regard, we note news reports about:
•Antalpha providing equity financing, including a press release about Antalpha
providing "tens of millions of dollars" in equity financing to Pando Group.
•Material ownership of, or continued business with, Metalpha. We note articles
about Antalpha owning 49% of Metalpha and that Antalpha is Metalpha's largest
customer.
3.Please provide us with supplemental copies of all written communication, as defined
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.
Cover Page
4.We note that you are a "controlled company" within the meaning of the Nasdaq Stock
Market Rules. Please revise your cover page to disclose the identity of your
controlling shareholders and the voting power percentage your controlling shareholder
will hold after completion of the offering.
Prospectus Summary
Overview, page 1
5.We note your disclosure on page 2 comparing your revenues from September 30,
2023 to September 30, 2024. Please also provide disclosure comparing your net
income/(loss) from September 30, 2023 to September 30, 2024.
6.We note your disclosure on page 4 and elsewhere that Northstar is owned by the CEO
and founder of Bitmain. Please identify the CEO and founder of Bitmain to which you
are referring.
Our Competitive Strengths, page 3
7.We note your disclosure that your founder and management team have deeply rooted
experience in Bitcoin mining. Please disclose the identity of your founder.
Risk Factors, page 18
8.Please provide separately captioned risk factors discussing the potential conflicts of
interest arising from the other business interests of your "ultimate beneficiary owner"
referred to on page F-28. Name this individual, describe this person's other material
business interests, and provide sufficiently detailed discussions of existing or potential
conflicts of interest that may arise. By way of example only, we note from page F-28
that your "ultimate beneficiary owner" controls Bitmain, Antpool, Chanhua,
and SophGo. We also note your disclosure that Northstar is owned by the CEO and
founder of Bitmain, which your "ultimate beneficiary owner" controls.

January 23, 2025
Page 3
Risks Related to Our Business, page 18
9.We note your disclosure on pages 25-27. It appears that you are currently substantially
dependent on Bitmain and Northstar. Please disclose the specific risks that you face
due to this dependence. With respect to both Bitmain and Northstar, consider their
locations, regulations with which the companies must comply, their industries, the
specific markets that each company services, etc. and address how your company
would be impacted based on the risks encountered by Bitmain and Northstar.
We derive a significant portion of our revenues from financing activities relating to the
purchase of Bitcoin mining machines, page 22
10.We note your disclosure that block reward halving events could adversely affect
the market for Bitcoin mining machines. Please expand your disclosure to explain that
the method for creating new Bitcoin is mathematically controlled in a manner so that
the supply of Bitcoin grows at a pre-set schedule, providing the number of Bitcoin
outstanding as of a recent date and the total number of Bitcoin that can be mined.
Our existing portfolio contains loans to Bitcoin mining companies, page 25
11.We note your disclosure that your existing portfolio contains loans to borrowers
whose operations are "geographically concentrated in Asia and North America
(mainly in Texas, Arkansas, Montana and Indiana)." Please expand your disclosure to
identify the geographic concentrations of your loans in Asia as you do for North
America.
Our success and future growth depend significantly on our marketing efforts, page 25
12.Please address any risks attendant to your relationship with Bitmain being based on a
nonbinding memorandum of understanding and not a contract.
We have limited insurance coverage, page 40
13.We note that you "maintain various insurance policies to safeguard against risks and
unexpected events." Please expand your disclosure to specify the insurance policies
that you maintain.
Corporate History and Structure, page 80
14.We note your disclosure regarding the 2024 Reorganization. Please disclose the
reason for the separation and reorganization and clarify whether the 2024
Reorganization resulted in material changes in operation and/or personnel. In doing
so, discuss the lines of business of the entity or entities that previously provided the
products and services that Antalpha Platform Holding Company currently provides
and why your particular line of business was chosen to be separated. If and where
appropriate, please also disclose whether the 2024 Reorganization may impact the
company's results of operations. Please also revise the Prospectus Summary as
appropriate, including to disclose the relationship the company had to Bitmain and
Northstar prior to the 2024 Reorganization.
We note your corporate structure as of the date of this prospectus. Please provide
separate organizational charts of the Antalpha Business both prior to and after the 15.

January 23, 2025
Page 4
2024 Reorganization, identifying the entities involved, their jurisdiction of
incorporation, and the location of their principal executive offices. This should
include, but not be limited to, the jurisdiction of incorporation and the location of the
principal executive offices of your parent company and any subsidiaries. In addition,
please clarify whether Antalpha Holding Company continues to be your parent
company, and if so, display this in your organization chart. In doing so, please clarify
the distinction between Antalpha Technologies Holding Company, which appears to
beneficially own 77.9% of your shares, and Antalpha Holding Company.
Management's Discussion and Analysis of Financial Conditiona and Results of Operations
Key Operating and Financial Metrics
Bitcoin collateral value on loans facilitated, page 84
16.You disclose that you provide Hashrate loans and that these loans are collateralized by
the Bitcoins mined on specified machines over the duration of the loan. To provide a
comprehensive understanding of your business, please disaggregate Bitcoin mined
held as collateral for Hashrate loans, consistent with your disaggregation of loans and
related revenues.
17.You disclose that you service Bitcoin loans funded by Northstar and for which you do
not bear loan default risk. Please tell us and enhance your disclosures, how and why
you consider the Bitcoin collateral value on Bitcoin loans serviced in evaluating
customer capacity to do more financing with you.
18.Consistent with your disclosure on page 4, please enhance to disclose that you
rehypothecate Bitcoin collateral to Northstar that your customers pledge on their loans
from you.
Factors Affecting Our Results of Operations
Terms of our borrowings, page 86
19.You disclose that the collateral you provide on your borrowings is primarily in the
form of Bitcoin. Tell us and enhance your disclosures to explain the source of Bitcoin
that you use in collateralizing your borrowings.
Liquidity and Capital Resources, page 92
20.Please tell us and enhance your discussion to address how the potential decline in the
price and or value of Bitcoin collateral, below the value of loan payable to your
funding partner, would impact your working capital and the strategies you would
undertake to address.
Non-GAAP Measure, page 92
21.We note that you remove income tax expense/benefit from your Non-GAAP net
income (loss). As Non-GAAP net income performance measures should include
income taxes commensurate with the non-GAAP measure of profitability, please
either include the appropriate level of income taxes or change the title of your
measure to not imply that it is a net income performance measure. Refer to
Compliance and Disclosure Interpretations Question 102.11 on Non-GAAP Financial
Measures.

January 23, 2025
Page 5
Cash Flows, page 94
22.Your disclosure of net cash provided by/used in operating, investing and financing
activities appears to repeat information already provided in the statement of cash
flows. Please revise your disclosure to provide a quantitative and qualitative analysis
of the drivers of the change in cash flows between periods and impact to future trends
to provide a sufficient basis to understand changes in cash between periods. Refer to
Item 5.B of Form 20-F and Sections 1.B. and IV.B. of Release No. 33-8350 and
Release No. 33-10890 for guidance.
Critical Accounting Estimates, page 97
23.We note your disclosure of critical accounting estimates. Please enhance your
disclosure to provide qualitative and quantitative information necessary to understand
the estimation uncertainty and the impact your critical accounting estimates have had
or are reasonably likely to have on your financial condition and results of operations.
Your disclosure should explain why each critical accounting estimate is subject to
uncertainty and, to the extent the information is material and reasonably available,
discuss how much each estimate and/or assumption has changed over a relevant
period and the sensitivity of reported amounts to the underlying methods, assumptions
and estimates used, to the extent applicable. The disclosures should supplement, not
duplicate, the description of accounting policies or other disclosures in the notes to the
financial statements. Refer to Item 5.E of Form 20-F and Release No. 33-10890 for
additional guidance.
Quantitative and Qualitative Disclosures about Market Risk, page 98
24.You identify interest rate risk and crypto asset risk as market risks that could impact
future financial operating results. Please tell us how you have considered the guidance
in Instruction 3.A to Item 11(a) of Form 20-F in preparing your disclosures and
address the following in your response:
•Tell us why you are unable to estimate the impact to your financial results from
changes in interest rates considering the changes disclosed on page 83 and your
disclosure on page 109, that under the terms of your loan agreement, interest is
equal to the federal funds rate, plus a margin that varies from .2% to 1.2% per
annum.
•How you are able to identify the increased risk of significant loss if any asset held
as collateral declines in value or if a particular borrower or loan fails to perform as
expected but not provide underlying calculations of the increased risk of
significant loss when the substantial majority of collateral held is Bitcoin.

January 23, 2025
Page 6
Business
Overview, page 100
25.You disclose that mining machines purchased through your financing are already on-
rack and can be readily switched over to start mining Bitcoin. Please enhance to
disclose if the mining machines are new or used and the estimated average remaining
useful life.
26.We note your disclosure on page 103, "Northstar has historically provided almost all
of the funding for the loans we originated and we rehypothecate to Northstar the
Bitcoin collateral that our customers pledge on their loans from us." Please clarify
your role in the lending process and in taking security over the collateral. In particular,
clarify whether you borrow funds from Northstar in order to provide loans, or if
Northstar transfers the funds directly to borrowers or third parties. Please also clarify
the movement of collateralized Bitcoin during the term of the loan.
27.We note that your top three borrowers represented a majority of your revenue as of
September 30, 2024. Additionally, we note on page F-30 that four customers each
accounted for more than 10% of your total revenue for the nine months ended
September 30, 2024. Please revise this section to discuss this customer concentration.
Please disclose any material terms of your agreements with these customers. Lastly,
please file any material agreements with these entities if required by Item
601(b)(10)(ii)(B) of Regulation S-K.
Our Competitive Strenghts
Asset-light model, page 103
28.You disclose that you typically require a loan-to-value (LTV) on collateral of between
50% and 80% at loan origination, depending on the type of loan and other factors.
You also disclose that you require overcollateralization at origination. Tell us, and
enhance your disclosures throughout your registration statement, the type and
denomination of collateral, excluding the mining equipment, that results in
overcollateralization at origination. In your revised disclosure, clarify how
overcollateralization at origination is achieved. In this regard, clarify whether your
customer must make a 20% to 50% down payment for the equipment directly to
Bitmain or whether in addition to the security interest in the mining equipment you
require the posting of additional collateral or whether there is some other mechanism
to achieve overcollateralization at origination.
Our Growth Strategies, page 103
29.We note your disclosure that you have the goal of transitioning your business toward
an "annuity-like model." Please expand your disclosure to explain how an "annuity-
like model" would work.
Our Technology Platform, page 105
Please tell us and enhance your disclosures to provide a comprehensive description of
Antalpha Prime, to include the following:
•If customers pay a fee to have access to Antalpha Prime;
•Services and information available to customers of Antalpha Prime; and 30.

January 23, 2025
Page 7
•How Antalpha Prime enables your customers and you to closely monitor
collateral positions.
Our Key Strategic Partners, page 107
31.Please revise this section to provide more information about Bitmain and Northstar. In
particular, clarify what t