SecProbe.io

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 April 14, 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. 3 to Draft Registration Statement on Form F-1
 Submitted April 1, 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 March 20, 2025 letter.

Amendment No. 3 to Draft Registration Statement on Form F-1
Prospectus Summary
Summary of Risk Factors, page 9

1. We note your risk factor disclosure at pages 26 27 and 30 32,
respectively, that if
 Bitmain or Northstar are "perceived or deemed to be" China-based
companies, they
 could face significant risks and uncertainties that are inherent in
operating in China.
 We also note your disclosures that (i) you are the primary lending
partner for Bitmain
 and that your business is closely tied to Bitmain's operations and
financial condition;
 and (ii) Northstar is your primary funding partner, which has
historically provided
 almost all of the funding for the loans you originated. Please revise
the "Summary of
 April 14, 2025
Page 2

 Risk Factors" to disclose the risks attendant to your strategic
relationships with
 Bitmain and Northstar and any related risks and uncertainties inherent
to operating in
 China that they could face.
Risk Factors
The regulatory environment in mainland China and Hong Kong is complex and
evolving...,
page 41

2. We note that the second paragraph of this risk factor discusses the PRC
government's
 significant oversight and discretion over the conduct of business in
China and its
 oversight over Hong Kong. Please also discuss the risks attendant to
doing business
 with Bitmain and Northstar in this paragraph. In this regard, we note
your risk factor
 disclosure at pages 26 27 and 30 32.
Enforceability of Civil Liabilities, page 87

3. We note your disclosure that a "majority of [y]our directors and
executive officers are
 nationals or residents of jurisdictions other than the United States
." Please revise to
 clarify whether any of such individuals are located in China or Hong
Kong. If so,
 please identify the relevant individuals and discuss, both here and in a
related risk
 factor, the difficulty of bringing actions against them and enforcing
judgments against
 them. For example, revise to discuss more specifically the limitations
on investors
 being able to effect service of process and enforce civil liabilities in
China or Hong
 Kong, lack of reciprocity and treaties, and cost and time constraints.
4. In your next amendment, to the extent your revised disclosure on
enforceability of
 civil liabilities is based on an opinion of counsel(s) covering each
jurisdiction, you
 should identify counsel and file the consent of counsel as an exhibit to
the registration
 statement. If you did not consult counsel, please state as much and
disclose that an
 opinion was not obtained, as applicable. In this regard, for example, we
note your
 disclosure in the risk factor at page 75 headed, "You may face
difficulties in
 protecting your interests ," that your "management has been advised
that Singapore
 and Hong Kong do not have treaties providing for the reciprocal
recognition and
 enforcement of judgments of courts with the United States." Please also
make
 conforming changes to your risk factor disclosure, as applicable.
Business
Our Customers, page 117

5. We note your illustrative case study disclosures of how your customers
benefit from
 your products and services. Please tell us and enhance your disclosures
related to
 Customers B and C to clarify how the 538% and 460% increases to these
customers'
 original loans, respectively, represent value to them when the increases
are related to
 borrowings owed to you.
Notes to Combined and Consolidated Financial Statements
Note 6. Crypto assets held, page F-23

6. We note your response to prior comment 12 and that with your
Reorganization, in
 your role as agent for Bitcoin loans on behalf of Northstar, via
Antalpha Prime, you
 collect the crypto assets from both parties (i.e. customer and
Northstar) and remit
 April 14, 2025
Page 3

 them to the other party, that the amounts are shown in the rollforward
on page F-24
 and that at loan inception, the customer will pay collateral in the form
of Bitcoin and
 will receive the loan proceeds in the form of USDT. When the loan is
closed, the
 customer will repay the loan in the form of USDT and will receive back
the Bitcoin
 collateral. Please address the following:
 Revise your disclosure, consistent with your response, to indicate
that effective
 with your Reorganization in your role as agent, you both collect and
remit funds
 to both parties at inception and repayment of the loan. Otherwise,
explain to us
 why this assertion might not be true in conjunction with the bullets
that follow.
 Tell us and revise your captions to clarify how "proceeds of amount
due to related
 party" and "repayment of amount due to related party" reflect the
customer side of
 the Bitcoin loan transactions and tell us your consideration for
disaggregating and
 separately presenting them. In your response, tell us how the
following are
 reflected in the rollforward on page F-24, separately telling us
each amount for
 2024:
 o receipts and remittances of Northstar funding of loans in USDT;
 o receipts and remittances of customer repayments of loans in
USDT;
 o receipts and remittances of Bitcoin collateral to Northstar upon
funding of
 loans; and
 o receipts and remittances of Bitcoin collateral back to customers
upon loan
 repayment.
 Tell us why the two line items addressed in the preceding bullet
(i.e., "proceeds of
 amount due to related party" and "repayment of amount due to related
party") are
 not presented as four line items each for collateral and for loan
principal
 consistent with your presentation for mining machine and hashrate
loans that you
 originate and for the related collateral.
 In your response to the preceding two bullets, tell us whether:
 o proceeds of amounts due to related party of $615.4 million in
Bitcoin
 represents solely amounts received from customers via Antalpha
Prime to be
 remitted Northstar at loan inception or whether it also
includes amounts
 received from Northstar to be repaid to customers upon loan
repayment;
 o repayment of amounts due to related party of $615.7 million in
Bitcoin
 represents solely amounts remitted to Northstar via Antalpha
Prime received
 from Northstar's customers at loan inception or whether it also
includes
 amounts remitted to customers upon loan repayment;
 o proceeds of amounts due to related party of $505.2 million in
USDT actually
 represents solely amounts received from Northstar to be
remitted to
 customers via Antalpha Prime at loan inception or whether it
also includes
 amounts received from customers upon loan repayment; and
 o repayment of amounts due to related party of $504.8 million in
USDT
 actually represents solely amounts remitted to customers via
Antalpha Prime
 that were received from Northstar at loan inception or whether
it also
 includes amounts remitted to Northstar upon loan repayment by
customers.
 April 14, 2025
Page 4

 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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