SecProbe.io

May 13, 2025
Xianxin Xiang
Chief Executive Officer
Beta FinTech Holdings Ltd
Rm 3326, East Block, China Merchants Tower
168-200 Connaught Road Central, Sheung Wan, Hong Kong
Re:Beta FinTech Holdings Ltd
Amendment No. 4 to DRS submitted April 18, 2025
File No. 377-07604
Dear Xianxin Xiang :
            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.
Amendment 4 to DRS
Business, page 85
1.We note your response to prior comment 6. You refer to municipal bonds generally
funding projects like "building schools, highways or sewer systems" and you refer to
the Chinese company issuers generally being "real estate developers, real estate
investment platforms" and others. Please revise to identify the nature of the project
and the nature of the bond issuer associated with each of your underwriting of dollar
denominated bonds.
 We note your responses to prior comments 1 and 6. With a view to clarifying
disclosure, advise us why these companies are not required to file under the Trial
Measures and advise us whether you plan to follow through with your voluntary
filing, as well as the status of that filing. To the extent you conduct diligence activities 2.

May 13, 2025
Page 2
on these projects and companies and/or conduct underwriting sales efforts for
potential investors in Mainland China, it is unclear how you are able to do such
activities without "conduct[ing] any business in Mainland China." Please revise or
advise.
Exhibits
3.It appears that you did not file the revised legality opinion. Please file a new opinion
removing the statement in Assumption 7 that, "the company will have sufficient
authorised but unissued share capital to issue each IPO Share".
            Please contact Sarmad Makhdoom at 202-551-5776 or Ben Phippen at 202-551-3697
if you have questions regarding comments on the financial statements and related
matters. Please contact Todd Schiffman at 202-551-3491 or James Lopez at 202-551-3536
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Finance