SecProbe.io

January 31, 2025
Larry Choi
Chief Executive Officer
Rainbow Capital Holdings Limited
No. 710, 7/F, Wing On House
No. 71 Des Voeux Road Central
Central, Hong Kong
Re:Rainbow Capital Holdings Limited
Amendment No. 1
Draft Registration Statement on Form F-1
Submitted January 16, 2025
CIK No. 0002046919
Dear Larry Choi:
            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 13, 2025 letter.
Amendment No. 1 to Draft Registration Statement on Form F-1
Prospectus Summary, page 1
1.We note your response to prior comment 13. Please disclose in the prospectus
summary that your company currently consists of 8 employees, comprising of 2
management and compliance personnel and 6 project execution staff.
Consolidated Statements of Cash Flows, page F-6
We note your response to prior comment 21 and your reclassification of the 2.

January 31, 2025
Page 2
HK$11,825,000 "Amount due from directors" to the financing activities of your
consolidated statements of cash flow. Please tell us whether this line item, which you
describe on pg. F-26 as a dividend to settle the amount due from directors, was a cash
or non-cash transaction. Further, please revise your label for this line item on the
statements of cash flows to more clearly describe the nature of this amount.
3.We note the change in the statement of cash flows, included in this amendment, to
reclassify the amount due from directors from operating to financing activities. Please
tell us your consideration to label the financial statements as restated, with
accompanying explanatory footnotes, along with an updated audit opinion reflecting
the restatement.
4.We note you present net cash used in financing activities in the amount of
"(1,3,024,205)" for the year ended September 30, 2024. Please revise to correct this
typographical error.
Notes to the Consolidated Financial Statements
Note 2 – Summary of Significant Accounting Policies, page F-13
5.We note your response to prior comment 23 and your revised disclosure on pages F-
14 and F-15. Please tell us, and revise your accounting policy disclosure as necessary
to clarify, the following:
•For your IPO sponsorship services, we note your disclosure that "There are
generally several performance obligations . . ." and that "The entire service fee of
listing sponsorship services is allocated to a single performance obligation."
Further, your disclosure on page F-14 notes that "The fees received upon signing
the contract and other installments are recognized based on the point in time upon
different stages such as (i) the submission of listing application to the Hong Kong
Stock Exchange; (ii) the holding of first listing hearing by the listing committee of
the Hong Kong Stock Exchange; and (iii) the successful listing on the Main Board
or GEM of the Hong Kong Stock Exchange." Please clarify whether there are
several performance obligations or a single performance obligation for your IPO
sponsorship services, and revise your disclosure for consistency.
•For your financial advisory services, your disclosure on page F-15 discusses that
"the entire transaction prices of financial advisory services are generally allocated
to a single performance obligation" and that "Revenue from upfront payment and
other installments is recognized based on the point in time either (i) at the time of
completion; or (ii) lapse of contracts." However, your revised disclosure also
states that there are generally two performance obligations and identifies that the
two performance obligations are 1) the submission of the listing application and
2) the listing on the exchange. Please clarify whether there are one or two
performance obligations for your financial advisory services, and revise your
disclosure for consistency.
Note 8 – Related Party Transactions and Balances, page F-23
We note your disclosure on page 40 stating that Rainbow Capital declared a dividend,
on July 26, 2024, in the aggregate amount of HK$11,825,000 (approximately
US$1,522,016) to Mr. Choi and Mr. Leung, the then shareholders of Rainbow Capital, 6.

January 31, 2025
Page 3
for the purpose of settling the amounts due from them for the same amount. However,
we also note that the change in the balance of amounts due from directors increased
from HK$17,401,659 to HK$18,444,864 from September 30, 2023 to September 30,
2024. Please provide us with a rollforward explaining the change in the amounts due
from directors from September 30, 2023 to September 30, 2024, including showing
how the dividend is reflected.
Note 11 – Earning Per Shares, page F-25
7.We note that your weighted average number of ordinary shares outstanding for
purposes of earnings per share calculations is 16,500,000, which appears to include
both Class A and Class B ordinary shares. Please revise your filing to clearly disclose
that the earnings per share amounts reflect both classes of your ordinary shares, as
well as a description of the facts and circumstances (e.g., whether the classes share
equally in dividends and residual net assets on a per share basis) supporting your
presentation.
            Please contact Katharine Garrett at 202-551-2332 or Robert Klein at 202-551-3847 if
you have questions regarding comments on the financial statements and related
matters. Please contact John Stickel at 202-551-3324 or Susan Block at 202-551-3210 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Finance