SecProbe.io

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 March 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. 2 to Draft Registration Statement on Form F-1
 Submitted March 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 February 20, 2025 letter.

Amendment No. 2 to Draft Registration Statement on Form F-1
General

1. We note your revised disclosure on page 88 in response to prior comment
1 that your
 subsidiaries in Hong Kong provide "operational support to [y]our
business, including
 IT, administrative and finance support." With a view toward revised
disclosure, please
 tell us in greater detail the nature of the IT, administrative and
finance support that
 your Hong Kong subsidiaries provide to you and the materiality of their
operations to
 your business in both quantitative and qualitative terms. Please note
that we may have
 further comments.
 March 20, 2025
Page 2
2. We note your disclosure on pages 8, 91 and 121 that 77.4% of your loans
outstanding
 as of December 31, 2024 were issued to borrowers located in Asia. Please
tell us the
 percentage of loans outstanding to borrowers located in Hong Kong and
China,
 respectively, as of such date.
Prospectus Summary
Overview, page 1

3. We note your disclosure in response to prior comment 2 that you
initially built your
 relationship with Bitmain through your network of Bitcoin miners. With a
view
 toward revised disclosure, please tell us whether Northstar was
previously directly
 owned and/or operated by the CEO and founder of Bitmain.
Risk Factors
We deposit certain fund and crypto assets with licensed payment service
provider..., page 44

4. We note your response to prior comment 5 that you are unable to
disclose, other than
 Cobo, the identities of the licensed payment service providers and
financial
 institutions at which you deposit certain funds and crypto assets you
hold as collateral,
 because you do not have consent from the other licensed payment service
providers
 and financial institutions to do so. Please supplementally confirm
whether you have
 disclosed the identities of the material licensed payment service
providers and other
 financial institutions at which you deposit funds and crypto assets in
this regard, and
 revise your disclosure as appropriate.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Key Operating and Financial Metrics
Total loans outstanding, page 89

5. Please tell us and enhance to disclose how loan repayments of $42.1
million and
 $587.6 million for years ended December 31, 2023 and 2024, respectively,
reconcile
 to loans repaid by customers of $17.8 million and $605.5 million in
USDT,
 respectively, as disclosed in your crypto asset activity schedule on
page F-24, plus
 $0.4 million repaid in USDC in 2023 as disclosed in your supplemental
schedule of
 non-cash investing and financing activities on page F-7 and $1.7 million
repaid in
 cash in 2024 from your cash flow statement on page F-6.
Liquidity and Capital Resources
Cash Flows, page 103

6. We note your response to prior comment 11 and revised disclosures. It
appears that
 for the periods presented, your operating cash uses were generally
related to non-
 funding operating expenses and despite the 400%+ increase in total
revenues, were
 overall in-line for the periods presented. Please enhance to disclose if
you expect such
 cash operating expenses to remain constant and/or which expenses you
expect may
 increase or decrease based on increases or decreases in total revenues
and funding
 expenses.
 March 20, 2025
Page 3
Business
Commercial Framework Agreement, page 118

7. We note your revised disclosure in response to prior comment 15 and
re-issue the
 comment in part. Please revise your disclosure to address whether, prior
to the 2024
 Reorganization, the company was subject to the laws of Hong Kong and/or
China and
 could continue to be liable for any actions taken during the time that
it was a sister
 company to Northstar. Also, please disclose any material risks of
noncompliance with
 the laws of Hong Kong and/or China with respect thereof, including those
attendant to
 the company's indemnification obligations under the Commercial Framework
 Agreement.
Crypto Assets in Our Business, page 125

8. Please revise to identify the licensed cryptocurrency exchange with whom
you have
 opened an account to exchange your crypto assets from time to time, as
you reference
 on page 126 in response to prior comment 18, or advise us why such
disclosure is not
 material.
Notes to Combined and Consolidated Financial Statements
Note 3. Summary of Significant Accounting Policies
Allowance for expected credit losses, page F-14

9. We note your response to prior comment 22 and your enhanced disclosures
on page F-
 14 in which you indicate:
 that under hashrate loans you are financing the borrower s mining
machine
 operating expenses each month in arrears;
 that both contractually and operationally, the Bitcoin generated
from the mining
 machine adds to the customer s collateral on a daily basis for the
duration of the
 loan(s) even when the LTV is under 100%; and
 that contractually you can suspend the issuance of new hashrate
loans.
 Tell us and enhance your disclosures to clarify how you are able to
ensure that if you
 suspend the issuance of new hashrate loans to finance operating
expenses, you can be
 assured that the customer will be able to continue its mining hashrate
without your
 funding in order to contribute Bitcoin on a daily basis to its
collateral requirement.
10. In your disclosure you indicate that you would recognize credit losses
for loans with a
 collateral shortfall where you do not reasonably expect the customer to
replenish the
 shortfall. You also disclose that no portfolio had an LTV above 100% as
of each
 balance sheet date. Please address the following:
 Given that crypto assets, including Bitcoin, have historically
experienced
 significant price volatility, and given that Bitcoin represents a
substantial portion
 of your current collateral position, tell us whether you have means
under your
 loan agreements, other than the suspension of hashrate funding and
accumulation
 of mined Bitcoin as collateral, to request additional collateral if,
for instance the
 price of Bitcoin drops drastically and LTVs exceed 100%.
 o If so, revise your collateral maintenance disclosures to discuss
your ability to
 request additional collateral.
 March 20, 2025
Page 4

 o If not, tell us how you meet the reasonable expectation
threshold in ASC
 326-20-35-6 to utilize the collateral maintenance practical
expedient for
 determining your allowance for expected credit losses.
 As any defaults are at the individual loan level, tell us why
disclosure of no
 portfolio having an LTV above 100% at each balance sheet date is
relevant. If
 true, revise your disclosure to indicate that no individual loans
have an LTV
 above 100% at each balance sheet date consistent with your response
to prior
 comment 24. In addition, separately tell us whether any individual
loan had an
 LTV above 100% during any period presented in your financial
statements. To the
 extent you had individual loans with an LTV above 100%, tell us:
 o The amounts of those loans;
 o The LTV of each loan;
 o Whether additional collateral was subsequently received causing
the LTV to
 drop below 100%; and
 o Whether any losses were incurred on those loans.

Crypto assets collateral receivable from related party, page F-15

11. We note your disclosure on page 34 that the rehypothecation of customer
Bitcoin to
 Northstar exposes you to significant counterparty risks, in part due to
the legal
 treatment of rehypothecated Bitcoin. Please enhance to disclose how you
monitor the
 credit quality and default risk of Northstar to ensure the recovery of
collateral from
 Northstar.
Revenue recognition
Technology platform fee, page F-19

12. We note your response to prior comment 23 and revised related Bitcoin
margin loan
 disclosures. We also note on page F-24, proceeds of amounts due to
related party and
 repayment of amounts due to related party of $1.121 billion, which are
comprised of
 Bitcoin, USDT and some ETH. Please address the following:
 Tell us and disclose the nature and/or underlying transactions to
which these
 amounts relate (including related disclosures on pages F-7 and
F-35). If for
 Bitcoin loans, explain why you reflect the receipt and repayment of
Bitcoin of
 $615 million, if such loans are typically funded in USDT.
 Tell us and disclose to explain, if and how the collateral received
back from
 Northstar upon the repayment of customer supply chain loans is then
remitted to
 Northstar as collateral for Bitcoin margin loans based on the
activity disclosed on
 page F-24.
 Tell us why the activity in these two lines increased from less than
$10 million in
 2023 and from around $38 million for the nine months ended September
30, 2024
 in your last submission to the around $1.121 billion amounts for the
whole year of
 2024.
Note 17. Share-based compensation, page F-31

13. Please address the following:
 March 20, 2025
Page 5

 Revise your disclosure to provide the weighted-average grant-date
fair value of
 equity options granted during the periods presented. Refer to ASC
718-10-50-
 2(d)(1).
 Revise your disclosure to indicate the number of service-based and
performance-
 based options granted that are included in the 10,183,000 options in
your
 November 2024 grant. Refer to ASC 718-10-50-2(g).
 Once you have an estimated offering price or range, please explain
to us how you
 determined the fair value of the common stock underlying your
November 2024
 and subsequent option issuances and the reasons for any differences
between the
 recent valuations of your common stock leading up to the IPO and the
estimated
 offering price. This information will help facilitate our review of
your accounting
 for equity issuances including stock compensation.
Note 21. Segment information, page F-36

14. We note from your policy disclosure on page F-22 that you early adopted
ASU 2023-
 07. As a result, please revise your disclosure to provide the
significant expense
 categories and amounts and the amount of other segment items for your
single
 segment as required by ASC 280-10-50-26A and 50-26B.
Note 23. Restatement of Prior Period Financial Statements, page F-38

15. Your original draft registration statement included an audited Combined
and
 Consolidated Statement of Cash Flows for the year ended December 31,
2023 which
 reported net cash provided by operating activities of $272 million, net
cash used in
 investing activities of $62 million and net cash provided by financing
activities of $19
 million with an audit opinion date of December 20, 2024. Consistent with
guidance in
 ASC 250-10-50-7(a), the effect of the restatement on the combined and
consolidated
 statement of cash flows should start with amounts reflected in your
originally
 submitted audited Combined and Consolidated Statement of Cash Flows for
the
 year ended December 31, 2023. Please revise accordingly.
 Please contact Michelle Miller at 202-551-3368 or Mark Brunhofer at
202-551-3638
if you have questions regarding comments on the financial statements and
related
matters. Please contact Irene Paik at 202-551-6553 or David Lin at 202-551-3552
with any
other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Crypto
Assets
cc: Brian V. Breheny, Esq.
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