SecProbe.io

February 20, 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
Amendment No. 1 to Draft Registration Statement on Form F-1
Submitted February 5, 2025
CIK No. 0002044255
Dear Xin Jin:
            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 January 23, 2025 letter.
Amendment No. 1 to Draft Registration Statement on Form F-1
General
We note your response to prior comment 1. As we continue to evaluate your response,
please address the following points in your next amendment or response letter, as
applicable:
•In an appropriate section of the prospectus, please describe in detail the nature of
the "operational support" that your subsidiaries in Hong Kong provide, as
referenced in your response.

 1.

February 20, 2025
Page 2
•You state in your response letter that "Mr. Hua is a resident of Hong Kong, Ms.
Yuan Fang is a Canadian citizen and Ms. Anggun Mulia Fortunata is an Indonesia
citizen." Please tell us where Ms. Yuan Fang and Ms. Anggun Mulia Fortunata
reside.
We may have further comments.
Prospectus Summary
Overview, page 1
2.We note your disclosure on page 1 that you have established "unique strategic
relationships with Bitmain and Northstar." Please revise your disclosure here to
clarify how you built these strategic relationships and discuss your previous
arrangement as related entities. Please also disclose in the Prospectus Summary
that Mr. Ketuan Zhan, founder of Bitmain, is the settlor and beneficiary of the
irrevocable trust that owns Northstar.
Risk Factors
Risks Related to Our Business, page 19
3.We note your response to prior comment 1. We also note your risk factors on pages
28 and 29 highlighting your dependence on Bitmain and Northstar, which are based in
China and Hong Kong, respectively. Please expand your disclosure to discuss any
legal or operational risks related to your dependence on Bitmain and Northstar in this
regard, which appear to be subject to the laws and regulations of China and/or Hong
Kong.
We rely on business partners and third-party service providers..., page 40
4.We note your disclosure that crypto assets held as collateral are stored with third
parties and that you rely on third-party service providers to safeguard such crypto
assets. Please revise your disclosure to specify the third parties that hold and
safeguard your crypto assets held as collateral.
We deposit certain fund and crypto assets with licensed payment service provider..., page 41
5.We note your disclosure that you currently deposit certain funds and crypto assets that
you hold as collateral in accounts maintained at "licensed payment service provider
and other financial institutions." Please tell us, with a view to revised disclosure, who
the licensed payment service provider(s) and other financial institutions are.
We have limited insurance coverage..., page 42
6.We note your revised disclosure in response to prior comment 13 that "none of the
crypto assets held by us as collateral  are insured" (emphasis added). Please revise to
clarify whether any of the crypto assets held by you are insured (not just crypto assets
held as collateral). In this regard, please disclose the types of insurance coverage you
carry, if any, including any insurance that you or the third-party custodian with which
you transact carries covering crypto assets held on your behalf.

February 20, 2025
Page 3
Corporate History and Structure, page 85
7.We note your response to prior comment 15 and re-issue in part. Please disclose the
location of the principal executive offices of Antalpha Holding Company, Antalpha
Technologies Holding Company, and your five subsidiaries, respectively.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Key Operating and Financial Metrics
Total loans outstanding, page 86
8.In an effort to provide investors with a fulsome understanding of your operations,
please address the following:
•Disclose the number of mining machine loans, hashrate loans and Bitcoin loans as
of the periods presented.
•Tell us and enhance your disclosures whether your borrowers are able to refinance
loans and the terms thereof.
•If borrowers are able to refinance loans, disaggregate new loans originated and
repayments to separately present refinancing activities.
•Tell us and enhance your disclosures to clarify how an increase in refinancing
from supply chain loan customers would result in an increase in new Bitcoin loans
as indicated on pages 87 and 88.
•Tell us and enhance your disclosures to clarify the relationship between supply
chain loans and bitcoin collateral activity, and Bitcoin loans, if any.
Loan to value of collateral (LTV), page 90
9.You disclose that using the combined collateral of Bitcoin and mining machines
pledged to you, the LTV on your supply chain loan portfolio was approximately 54%
and 62% as of December 31, 2023 and September 30, 2024, respectively. Please
revise, if correct, to clarify that the LTV calculated includes consideration of hashrate
loans. Otherwise, revise the percentages you disclose to include the hashrate loan
balances.
Liquidity and Capital Resources, page 98
10.We note your response to prior comment 20 and your enhanced disclosures. Please
enhance your disclosure to clarify how settling the substantial majority of your
revenues and funding costs in crypto assets impacts your cash and cash equivalents
and working capital requirements.
Cash Flows, page 99
We note your response to prior comment 22 and revised disclosures. However, the
uses of and drivers of your cash flows remains unclear from your disclosures. For
example, your disclosures reflect a trend of cash "used" for operating activities as a
result of settlement of revenues, offset by funding costs, in crypto assets. Please revise
your disclosure to provide a quantitative and qualitative analysis of the drivers of the
change in cash flows  between periods, the impact to future trends and expected cash
needs to provide a sufficient basis to understand changes in cash between periods as
well as future cash requirements and resources. Please also disclose in your 11.

February 20, 2025
Page 4
supplemental schedule of non-cash activities, operating expenses settled in crypto
assets. 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.
Quantitative and Qualitative Disclosures about Market Risk, page 104
12.We note your response to prior comment 24 and your enhanced disclosures. In your
interest rate risk discussion, please clarify if true, that a 100 basis point increase or
decrease in the USD benchmark interest rate would result in a corresponding increase
or decrease  in operating income of approximately $1.2 million, $0.5 million, and $3.2
million for the year ended December 31, 2023, and the nine months ended September
30, 2023, and September 30, 2024, respectively. In this regard, we note that your
current disclosure does not indicate the direction of the impact on your operating
income.
Business
Northstar, page 113
13.We note your revised disclosure on page 113 in response to prior comment 26. Please
further clarify your role in the loan process with respect to machine loans and hashrate
loans, including whether Northstar is a party to the loan agreements with customers,
Northstar's rights with respect to defaults on loans, whether you receive the principal
and interest payments on loans, whether you take possession of secured Bitcoin, and if
so, your custody arrangements with respect to the Bitcoin and how long it remains in
your possession, and any remedies the company may have against Northstar if the
collateral cannot be returned.
14.We note your revised disclosure on page 113 in response to prior comment 31. We
also note your response that since you are no longer affiliated with Northstar, you are
not in a position to definitively comment on Northstar's activities beyond its
relationship with you. However, since Northstar has "historically provided almost all
of the funding for the loans [you] originated," please provide more detailed
information regarding Northstar's business operations, including in the Prospectus
Summary, to the extent information is reasonably available. In particular, please
clarify in the Prospectus Summary whether Northstar is a bank, other financial
institution or other entity.
Commercial Framework Agreement, page 113
15.Please revise your disclosure to address whether, prior to the 2024 Reorganization, the
company was subject to the laws of Hong Kong or China and whether it will be liable
for any actions taken during the time that it was a sister company to Northstar. Please
disclose any indemnification obligations pursuant to the Commercial Framework
Agreement and update your risk factors as appropriate.
Cobo, page 114
Refer to your response and revised disclosure to prior comment 32. Please address the
following points in your next amendment or response letter, as applicable:
You disclose that you may terminate the framework agreement with Cobo upon •16.

February 20, 2025
Page 5
the occurrence of certain triggering events. Please revise to also disclose under
what circumstances this agreement may be terminated by Cobo, if applicable.
•We note your response to our request to file the framework agreement as an
exhibit to your registration statement. You state that the framework agreement is
“not a contract upon which the Company is substantially dependent for purposes
of Item 601(b)(10)(ii)(B), as the Company would be able to provide its services to
customers in the absence of the Cobo agreement.” Please provide us with a more
detailed analysis to support how you determined that your business is not
substantially dependent on the agreement. In this regard, we note that Cobo
appears to serve as the third-party custodian for all of your crypto assets,
including collateralized crypto assets for your loans, and your risk factor
disclosure on page 40 regarding your reliance upon third parties to safeguard your
crypto assets. Also, please explain in greater detail how you would be able to
provide your services to customers in absence of this agreement, as your response
indicates.
17.Please expand your disclosure regarding the Cobo framework agreement to address
the following points:
•Disclose how the private keys are held and identify the parties who have access to
the private key information.
•Briefly explain how the MPC technology provided by Cobo functions.
•Disclose what security precautions the custodian is required to undertake and
what inspection rights you have.
•Disclose whether any persons (e.g., auditors, etc.) are responsible for verifying the
existence of the crypto assets held by the custodian.
Crypto Assets in Our Business, page 121
18.We note your response to prior comment 35. Please clarify whether you have ever
exchanged crypto assets or fiat currency through a cryptocurrency exchange. To the
extent you have, please discuss the methodology used to calculate the conversion of
crypto assets to USD or other fiat currency in your lending process. If you are party to
an agreement with a cryptocurrency exchange, please disclose the material terms of
such agreement. Further, please clarify any extent to which Northstar has
handled such exchanges on your behalf, as applicable.
Combined and Consolidated Financial Statements, page F-1
19.We note you restated your 2023 audited Combined and Consolidated Statements of
Cash Flows, supplemental schedule of non-cash activities and crypto asset activities in
Note 6. Crypto assets held. Please note that in doing so you should obtain an updated
audit opinion that should reference a restatement footnote in accordance with
paragraph 12 of AU Section 420, label all restated activity as "restated" and include a
footnote describing the restatement in accordance with the requirements beginning at
ASC 250-10-50-07. Further, all related activity within the registration statement
should be labeled as "restated."

February 20, 2025
Page 6
Combined and Consolidated Balance Sheets, page F-3
20.We note your response to prior comment 38.  Please tell us whether you intend to
recharacterize the net parent investment as additional paid-in capital when you
provide your financial statements for the year ended December 31, 2024 and whether
you will then retroactively present additional paid-in capital on your December 31,
2023 balance sheet given that the historical period covered by your financial
statements will then reflect the completion of your 2024 Reorganization. If not, tell us
why not and explain why separate presentation of net parent investment from the
eventual additional paid-in capital from your contemplated offering is meaningful to
investors on a go-forward basis. In your response, clarify whether capital in excess of
par contributed by your parent has any significance compared to such capital
contributed by future investors.
Combined and Consolidated Statements of Cash Flows, page F-6
21.Please tell us your basis for classifying loan activities as operating and not investing
cash flows, including how you considered the guidance in ASC 230-10-45,
paragraphs 12 and 13.
Notes to Combined and Consolidated Financial Statements
Note 3. Summary of Significant Accounting Policies
Allowance for expected credit loss, page F-14
22.We note your response and revised disclosure related to prior comment 40 and your
disclosure that you apply the collateral maintenance provision practical expedient in
assessing your allowance for expected credit losses. ASC 326-20-35-6 requires a
reasonable expectation that the borrower will continue to replenish collateral if it falls
below the contractual maintenance level. Please tell us, and revise your disclosure as
necessary, how your policy complies with the requirement in ASC 326-20-35-6 in
order to apply the practical expedient. In your response, specifically tell us:
•The range and typical LTV contractual amount triggering additional collateral. In
this regard, we note your disclosure that for hashrate loans and bundled loans you
can suspend future lending if LTV ranges from 60% to 80%, but you do not
indicate when you require additional collateral.
•How you reasonably expect the borrower to replenish collateral when you merely
"may consider expected incremental mining rewards and market conditions in
whether additional collateral is necessary," when LTV approaches 100%.
Revenue Recognition
Technology platform fee, page F-18
In your response to comment 47 you indicate that Northstar's loans and your
technology platform fees are denominated in USD. Although you also indicate that
you disclose this information on page F-19, we note only disclosure that your
technology platform fees are denominated in USD. Please address the following:
Revise your disclosure throughout your filing to disclose that Northstar's bitcoin
loans are denominated in USD consistent with your response and clarify how
these loans are made. In this regard, it is unclear whether Northstar loans USD •23.

February 20, 2025
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and the borrower is obligated to purchase bitcoin with the loan proceeds or
whether Northstar actually loans bitcoin.