SecProbe.io

May 23, 2025
Cheng Ka Ki
Chief Executive Officer
C&K Group Ltd
Flat 3309-11, 33/F, Tower 5, The Gateway, No. 15 Canton Road
Tsim Sha Tsui, Kowloon, Hong Kong
Re:C&K Group Ltd
Draft Registration Statement on Form F-1
Submitted on April 29, 2025
CIK 0002054947
Dear Cheng Ka Ki:
            We have reviewed your 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.
Draft Registration Statement on Form F-1 submitted on April 29, 2025
General
We note that your dual class share structure creates disparate voting rights for Class A
ordinary shareholders. Please revise your prospectus summary to highlight your dual-
class capital structure, addressing the disparate voting rights of the Class A and Class
B ordinary shares. In an appropriate section, clarify whether there are any
circumstances or events in which the conversion of the Class B ordinary shares is
mandatory or optional; if so, describe them and any resulting impact on remaining
shareholders. Please include a risk factor acknowledging that your dual class share
structure will limit the ability of your shareholders to influence corporate matters
requiring shareholder approval, including the election of directors, amendment of
organizational documents, and approval of significant corporate transactions. Further, 1.

May 23, 2025
Page 2
your risk factor should acknowledge that your dual class structure may have anti-
takeover effects that limit the possibility of a change of control transaction, even when
most shareholders may consider that transaction to be in their best interest. Please also
address how future issuances of high-vote shares may be dilutive to low-vote
shareholders.
Cover Page
2.Please state on your Cover Page whether any transfers, dividends, or distributions
have been made to date between the holding company, its subsidiaries, and
consolidated entities, or to investors, and quantify the amounts where applicable.
Risk Factors, page 19
3.We note your cross reference on page 16 of the Summary referencing the Risk Factor
titled "As a “controlled company” under the rules of the Nasdaq Capital Market,
C&K Group may choose to exempt our company from certain corporate governance
requirements that could have an adverse effect on C&K Group’s public
shareholders. ” However, this Risk Factor does not appear in the registration
statement. Please provide a risk factor to address the potential risks associated with
being a controlled company under Nasdaq rules.
Industry
Intellectual Property, page 80
4.We note your disclosure that you hold trademarks. Please revise to identify and
disclose the duration of your trademarks. Refer to Item 101(h)(4)(vii) of Regulation S-
K.
Principal Shareholders, page 93
5.Please include the ownership share of Prosper Spring Group Limited in the table.
Additionally, we note your disclosure that you have 11 shareholders of record,
however only Ka Ki Cheng is reflected in the beneficial ownership table, holding
43.8% of the Class A Ordinary Shares. Please include any shareholders of record that
hold 5% or more of the beneficial ownership of the Class A Ordinary Shares, or
advise.
Exhibits
6.Please file material contracts required by Item 601(b)(10) of Regulation S-K as
exhibits to your registration statement. In this regard, we note references to a share
exchange agreement, a sale and purchase agreement and a lease.

May 23, 2025
Page 3
            Please contact Jeff Gordon at 202-551-3866 or Andrew Blume at 202-551-3254 if you
have questions regarding comments on the financial statements and related matters. Please
contact Sarah Sidwell at 202-551-4733 or Erin Purnell at 202-551-3454 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:Anna Wang