SecProbe.io

January 11, 2025
Yuen Yi Young
Chairwoman and Director
Pitanium Limited
30F, Gravity, 29 Hing Yip Street
Kwun Tong, Kowloon, Hong Kong
Re:Pitanium Limited
Draft Registration Statement on Form F-1
Submitted December 16, 2024
CIK No. 0002046573
Dear Yuen Yi Young:
            We have reviewed your draft registration statement and have the following
comment(s).
            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
Cover Page
1.We note your disclosure here that you do not intend to be a controlled company under
Nasdaq corporate governance rules. Please disclose here, as you do on page 41, that if
Ms. Young and Mr. Wong act together, they will be able to control the management
and affairs of our Company and most matters requiring shareholder approval.
We note your disclosure beginning in the prospectus summary on page 13, and
throughout the prospectus, that states “[i]n the event that the operation of us or our
Operating Subsidiary in Hong Kong were to become subject to the PRC laws and
regulations, the legal and operational risks associated in Mainland China also apply to
our operations in Hong Kong. . .” Please revise this statement, and where applicable 2.

January 11, 2025
Page 2
throughout the prospectus, so that it is clear that the legal and operation risks
associated in operating in the PRC apply to your present operations in Hong Kong.
Please provide this disclosure on the cover page in addition to the revisions
throughout the prospectus.
3.We note your disclosure on the cover page of how cash is transferred through your
organization and intentions to distribute earnings. Please state whether any transfers,
dividends, or distributions have been made to date between the holding company, its
subsidiaries, or to investors, and quantify the amounts where applicable. Provide
cross-references to the consolidated financial statements as well as a cross-reference
to a more detailed discussion of the intercompany transfer of cash within your group.
Prospectus Summary
Risks Related to Doing Business in Hong Kong, page 4
4.We note your disclosure in the prospectus summary, summary of risk factors, and risk
factors section about the risks posed by the PRC. Please specifically discuss here in
the summary of risk factors, the risks arising from the legal system in China, which
includes that the that the Chinese government may intervene or influence your
operations at any time. Additionally, here and in the corresponding risk factors, please
disclose the risk that that rules and regulations in China can change quickly with little
advance notice.
Risk Factors
Risks Related to our Class A Ordinary Shares and this Offering
We have a dual-class voting structure consisting of Class A Ordinary Shares and Class B
Ordinary Shares. . ., page 41
5.We note your disclosure here that if Ms. Young and Mr. Wong act together, they will
be able to control the management and affairs of our Company and most matters
requiring shareholder approval, including the election of directors and approval of
significant corporate transactions. Please expand your disclosure here if the matters
requiring shareholder approval are also specifically applicable to an amendment of
organizational documents, mergers, consolidations, or sale of assets.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Prices of raw materials, page 59
6.Please note if recent inflationary pressures have materially impacted your business. In
this regard, we note your disclosure that purchases represented 72.47% and 80.38% of
your cost of sales for the years ended September 30, 2023 and 2024, respectively. If
they have materially impacted your business, please identify the specific types of
inflationary pressures you are facing, how your business has been affected, and
identify any actions you have planned or taken to mitigate inflationary pressures.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations
Revenue, page 61
Please expand to provide your analysis of the underlying factors influencing the
increase in the total number of products sold, the pricing, and the average spending by 7.

January 11, 2025
Page 3
customers, as well as known trends and events you reasonably expect will have a
material impact on future results. Refer to Item 303(a) and (b)(2) of Regulation S-K.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Bank Borrowings, page 66
8.We note your disclosure and discussion of your loans from the Bank of China (Hong
Kong). Please file these agreements as exhibits or tell us why you do not believe that
they are required to be filed. Refer to Item 8 of Form F-1 and Item 601(b) of
Regulation S-K.
Business
Logistics Service Providers, page 96
9.We note your disclosure here that you had two logistics service providers, which you
have been working with for more than ten years. We also note your risk factor
regarding logistics service providers on page 23. To the extent you are materially
dependent on those two providers, please identify those two logistics service
providers.
Properties, page 102
10.Please file your lease agreements described here or tell us why you do not believe that
they are required to be filed. Refer to Item 8 of Form F-1 and Item 601(b) of
Regulation S-K.
Related Party Transactions, page 119
11.We note your disclosure here regarding the nature of certain related party transactions
with Areukesien Spa Ltd, and how the amount due to this related party has been
settled as of the date of the prospectus. Please revise to provide a clear description of
the business purpose or rationale for these related party transactions. Additionally,
please briefly describe the process you will follow for approving related party
transactions following the offering. Please refer to Item 7.B. of Form 20-F.
Financial Statements Notes
Principles of Combination, page F-7
12.We note your disclosures here that your financial statements are labeled as
“combined” financial statements and all intercompany transactions and balances
among the Company and its subsidiary have been eliminated upon combination. We
also note in Note 1, you refer to the financial statements as "consolidated". Please
clarify your basis for the treatment of the financial statements as combined for all
entities presented. Refer to ASC 810 and ASC 805.
Cash and cash equivalents, page F-8
13.Please disclose the nature and components of your cash equivalent balances.
Foreign Currency Translation and Transaction, page F-8
Here you state the reporting currency and the functional currency of the Company and
its subsidiary are both the Hong Kong Dollar (“HKD”). On page F-13, under 14.

January 11, 2025
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Comprehensive Income, you state “Other comprehensive income consists of foreign
currency translation adjustment resulting from the Group translating its financial
statements from functional currency into reporting currency.” Please clarify if the
reporting currency is HKD or USD.

Further, if the reporting and functional currency is HKD, please revise to disclose that
the USD information is provided for convenience translation purpose. Refer to
Rule 3-20(b)(1) of Regulation S-X for guidance.
Other non-current assets, page F-9
15.We note your disclosure here on allowance for doubtful accounts. We also note your
discussion of significant risks includes credit risk for what appears to be accounts
receivable. However, we do not see sufficient disclosure as to what the accounts
receivable balances are and how they are recorded. Please expand to disclose the
nature, the typical term and the period-end balance of your accounts receivable, if
applicable. Refer to ASC 310-10-50-2.
Recent Accounting Pronouncements, page F-15
16.We note your disclosure on your assessment of ASU 2023-07; however it does not
appear segment disclosure is actually provided for the Company in the financial
statements. Please revise to provide segment disclosure as required by ASC 280-10-
50.
Note 3. Inventories, page F-16
17.We note your disclosures include a statement that the Group “actively promotes and
offers complimentary items for products that may not be as popular, keeping the risk
of obsolete inventory at a minimum.” Please disclose how these complimentary items
are accounted for, as your inventory policy discussion on page F-9 states that there
was no write-down of potentially obsolete inventories for the periods presented.
Note 7. Operating Lease Liabilities, page F-16
18.Please revise to disclose cash payments made in relation to your leases. Refer to ASC
842-20-50-4(g).
General
19.We note that the prospectus contains certain information from an industry report
commissioned by you and prepared by Frost & Sullivan, a third-party industry
research firm. To the extent that you commissioned any such data, please provide the
consent of the third-party in accordance with Rule 436.
20.Please refile Exhibit 3.1 in the proper text-searchable format. It was uploaded as an
image. For guidance, refer to Item 301 of Regulation S-T.
21.Please file a consent of your PRC Counsel as an exhibit to the registration statement.
Additionally, please file a consent of TC & Co. as your Hong Kong counsel or clarify
if this consent will be included in Exhibit 99.7.
Please supplementally provide us with copies of all written communications, as 22.

January 11, 2025
Page 5
defined in Rule 405 under the Securities Act, that you, or anyone authorized to do so
on your behalf, present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or not they retain copies of the communications.
            Please contact Tayyaba Shafique at 202-551-2110 or Li Xiao at 202-551-4391 if you
have questions regarding comments on the financial statements and related matters. Please
contact Nicholas O'Leary at 202-551-4451 or Conlon Danberg at 202-551-4466 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:Andrei Sirabionian, Esq.