SecProbe.io

February 28, 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
Registration Statement on Form F-1
Filed February 14, 2025
File No. 333-284975
Dear Larry Choi:
            We have reviewed your registration statement and have the following comments.
            Please respond to this letter by amending your registration statement and providing
the requested information. 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 any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.  Unless we note
otherwise, any references to prior comments are to comments in our February 12, 2025 letter.
Form F-1 filed February 14, 2025
Risks related to doing business in Hong Kong
The PRC government may exert significant oversight or may exert more control, page 13
Please refer to the first paragraph at the top of page 16. We note your disclosure here
that "the PRC government currently does not exert direct influence or discretion over
the manner we conduct our business activities in Hong Kong, outside of Mainland
China." Given the risk that the Chinese government may intervene or influence your
operations at any time, or may exert more control over offerings conducted overseas
and/or foreign investment in China-based issuers, which could result in a material
change in your operations and/or the value of the securities you are registering for
sale, please revise this paragraph and remove these and similar statements throughout
the registration statement. We remind you that, pursuant to federal securities rules, the 1.

February 28, 2025
Page 2
term “control” (including the terms “controlling,” “controlled by,” and “under
common control with”) as defined in Securities Act Rule 405 means “the possession,
direct or indirect, of the power to direct or cause the direction of the management and
policies of a person, whether through the ownership of voting securities, by contract,
or otherwise.”
2.Please refer to the second paragraph at the top of page 16. Please revise to remove the
language "in extreme cases" when describing a situation that may cause the value of
your securities to significantly decline or become worthless.
Capitalization, page 42
3.We note the adjustments and footnote descriptions for changes to Additional Paid-In
Capital for Pro Forma as Adjusted and Pro Forma As Adjusted with Full Exercise
of Over-Allotment Shares. Please revise your disclosures to include more details
quantifying the adjustments and items comprising the adjustments. For example, we
note that that the Additional Paid-In Capital for the Pro Forma As Adjusted increased
by approximately $4.9 million, which differs from the $5.1 million proceeds to the
Company disclosed on page iv and the $3.8 million estimated net proceeds disclosed
on pages 39 and 42.
4.We note your disclosure on page 40 stating on October 31, 2024, Rainbow Capital
declared a dividend in the aggregate amount of HK$18,443,364 (approximately
US$2,373,877) to Mr. Choi and Mr. Leung. Given the significance of the transaction,
please revise your Capitalization and Dilution information to give effect to the
dividend on a pro forma basis. Refer to Rule 11-01(a)(8) of Regulation S-X.
Dilution, page 43
5.We note your presentation of Dilution per Class A Ordinary Share to new investors.
Give your disclosure on page F-25 that the Class B Shares share equally in dividends
and residual net assets on a per ordinary share basis, please tell us how you have
considered the Class B Ordinary Shares in your computation of the Dilution, as well
as the related Net tangible book value per Ordinary Share and Pro forma net tangible
book value per Class A Ordinary Share calculations. Revise your disclosures to clarify
accordingly.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            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.

February 28, 2025
Page 3
Sincerely,
Division of Corporation Finance
Office of Finance