SecProbe.io

April 10, 2025
Luk Siu Fung Mark
Vice Chairman and Executive Director
RIKU DINING GROUP Ltd
46/F, Lee Garden One, 33 Hysan Avenue
Causeway Bay, K3
Re:RIKU DINING GROUP Ltd
Draft Registration Statement on Form F-1
Submitted March 13, 2025
CIK No. 0002058976
Dear Luk Siu Fung Mark:
            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 submitted March 13, 2025
Cover Page
Please disclose prominently on the prospectus cover page that you are not a Chinese
or Hong Kong operating company but a Cayman Islands holding company with
operations conducted by your subsidiaries based in Hong Kong and that this structure
involves unique risks to investors. In this regard, we note your disclosures on pages 5
and 25. Your disclosure should be expanded to acknowledge that Chinese regulatory
authorities could disallow this structure, which would likely result in a material
change in your operations and/or a material change in the value of the securities you
are registering for sale, including that it could cause the value of such securities to
 1.

April 10, 2025
Page 2

significantly decline or become worthless. Provide a cross reference to your detailed
discussion of risks facing the company and the offering as a result of this structure.
2.Disclose on the cover page how regulatory actions related to your business in Hong
Kong poses risks to you, such as enforceability of civil liabilities, anti-monopoly
concerns, and China's Enterprise Tax Law and whether such regulations have or may
impact the company’s ability to conduct its business, accept foreign investment or list
on a U.S./foreign exchange. Please also include such risk factor disclosure in
appropriate sections and discuss how this oversight impacts the company’s business
and the offering, and to what extent the company believes that it is compliant with the
regulations or policies that have been issued. Make consistent revisions in your
Prospectus Summary and Risk Factors.
3.Please briefly describe the "additional items of value" you will be paying to the
underwriters in connection with this offering.
4.Provide prominent disclosure about the legal and operational risks associated with
being based in or having the majority of the company’s operations in Hong Kong.
Your disclosure should make clear whether these risks could result in a material
change in your operations and/or the value of the securities you are registering for sale
or could significantly limit or completely hinder your ability to offer or continue to
offer securities to investors and cause the value of such securities to significantly
decline or be worthless. Your disclosure should address how recent statements and
regulatory actions by China’s government, such as those related to the use of variable
interest entities and data security or anti-monopoly concerns, have or may impact the
company’s ability to conduct its business, accept foreign investments, or list on a U.S.
or other foreign exchange. Please disclose whether your auditor is subject to the
determinations announced by the PCAOB on December 16, 2021 and whether and
how the Holding Foreign Companies Accountable Act and related regulations will
affect your company. Your prospectus summary should address, but not necessarily
be limited to, the risks highlighted on the prospectus cover page.
Prospectus Summary, page 1
Refer to the first sentence under the section titled "Transfers of Cash to and From Our
Subsidiaries" on page 3. Disclose the source of "[y]our cash management policies and
procedures" (e.g., whether they are contractual in nature, pursuant to regulations, etc.).
In this regard, we also note your disclosure on page 4, stating that "[y]our CA
Operating Subsidiaries do not maintain cash management policies or procedures" and
that "[o]ther than the above, [you] did not adopt or maintain any cash management
policies and procedures." Please revise your disclosure to clarify whether other
entities involved in the Corporate Reorganization, including the HK Operating
Subsidiaries, maintain such policies or procedures. In addition, please amend your
disclosure here and in the summary risk factors and risk factors sections to state that
to the extent cash or assets in the business is in Hong Kong or a Hong Kong entity, the
funds or assets may not be available to fund operations or for other use outside of the
PRC/Hong Kong due to interventions in or the imposition of restrictions and
limitations on the ability of you or your subsidiaries by the PRC government to 5.

April 10, 2025
Page 3
transfer cash or assets. On the cover page, provide cross-references to each of these
other discussions in the prospectus summary, summary risk factors and risk
factors. Make consistent revisions in your resale prospectus.
6.Provide a clear description of how cash is transferred through your organization. In
this regard, we note your disclosure on page 4: "As of the date of this prospectus, no
transfers were made from the Company to its CA Operating Subsidiaries." We also
note similar disclosure on page Alt-9. Quantify any cash flows and transfers of other
assets by type that have occurred between the holding company and its subsidiaries
(other than CA Operating Subsidiaries), and direction of transfer. Quantify any
dividends or distributions that a subsidiary have made to the holding company and
which entity made such transfer, and their tax consequences. Similarly quantify
dividends or distributions made to U.S. investors, the source, and their tax
consequences. Your disclosure should make clear if no transfers, dividends, or
distributions have been made to date. Describe any restrictions on foreign exchange
and your ability to transfer cash between entities, across borders, and to U.S.
investors. Describe any restrictions and limitations on your ability to distribute
earnings from the company, including your subsidiaries to the parent company and
U.S. investors. Provide cross-references to the consolidated financial statements.
7.We note your disclosure under "Risks Related to Doing Business in Hong Kong."
Please expand this section to describe the significant regulatory, liquidity, and
enforcement risks with cross-references to the more detailed discussion of these risks
in the prospectus. For example, specifically discuss 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. Acknowledge any risks that any
actions by the Chinese government to exert more oversight and control over offerings
that are conducted overseas and/or foreign investment in China-based issuers could
significantly limit or completely hinder your ability to offer or continue to offer
securities to investors and cause the value of such securities to significantly decline or
be worthless. Please also revise page 25 to reflect any additional disclosure.
8.We note your disclosure regarding, among other things, "Hong Kong’s Personal Data
(Privacy) Ordinance and any such other existing or future data privacy related laws"
on pages 5 and 26. Please expand your disclosure to discuss how relevant regulatory
actions have or may impact the company's ability to conduct its business, accept
foreign investment or list on a U.S./foreign exchange.
Disclose each permission or approval that you or your subsidiaries are required to
obtain from Chinese authorities to operate your business and to offer the securities
being registered to foreign investors. State whether you or your subsidiaries are
covered by permissions requirements from the China Securities Regulatory
Commission (CSRC), Cyberspace Administration of China (CAC) or any other
governmental agency that is required to approve your operations, and state
affirmatively whether you have received all requisite permissions or approvals and
whether any permissions or approvals have been denied. In this regard, please disclose
the basis for your disclosure that you "do not expect to be subject to any cybersecurity 9.

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review by Hong Kong and PRC government authorities for this Offering," on page 25.
Please also describe the consequences to you and your investors if you or your
subsidiaries: (i) do not receive or maintain such permissions or approvals, (ii)
inadvertently conclude that such permissions or approvals are not required, or
(iii) applicable laws, regulations, or interpretations change and you are required to
obtain such permissions or approvals in the future.
Risk Factors
Failure to cost-effectively acquire new customers . . . ., page 13
10.Revise to clarify whether you have a membership or rewards program that facilitates
your ability to track new and existing customers. If so, provide quantified data around
the growth of such categories using your financial statement reporting periods as
comparative reference points.
Our financial condition and results of operations in Canada depend, . . . ., page 14
11.Please revise to provide additional disclosure regarding the limitations on enforcement
of obligations to the Company due to bankruptcy or insolvency of any sub-franchisee.
Rising commodity prices or other operating costs, . . . ., page 16
12.We note your risk factor indicating that rising prices could adversely affect your
financial performance. Please update this risk factor if recent inflationary pressures
have materially impacted your operations. In this regard, identify the types of
inflationary pressures you are facing and how your business has been affected. Make
consistent revisions in your discussion of "Efficient Restaurant Operations," as
needed.
There are political risks associated with conducting business in Hong Kong., page 26
13.Refer to the second paragraph under this section. Please revise to clarify what "other
recent actions" entail.
Industry Review, page 41
14.We note your reference to the Frost & Sullivan Report commissioned by you. Please
file a consent as an exhibit in connection with the use of the Report in accordance
with Rule 436 of the Securities Act.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations, page 67
15.For each of your revenue and expense categories, please revise to discuss the reasons
underlying the factors causing material changes in your revenues and expenses. For
example, discuss the reason customer traffic decreased at your self-operated
restaurants. Refer to Item 5 of Form 20-F.
Revenue, page 68
Please revise to quantify impacts of changes in price and volume on revenue. Refer to
Item 5.A.1 of Form 20-F. In addition, please revise your revenue discussions to
quantify the effects of new restaurant openings to your revenue and, if known, to 16.

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further categorize your revenue streams between those from new restaurant sales and
existing restaurant sales.
Business
Our Growth Strategies, page 88
17.We note your disclosure regarding your plan "to continue expanding [y]our global
presence through a combination of new restaurant openings and strategic sub-
franchising," including in "major U.S. cities." Please revise your disclosure to
elaborate upon such plans by quantifying historical new store and sub-franchise
openings for the financial reporting periods disclosed and, if known, projected new
store and sub-franchise openings in the near future and specific locations. If your
master franchise agreement requires you to open a certain minimum number of stores,
revise to quantify as much. In an appropriate place in your prospectus, revise to
discuss relevant costs of such expansions, including real estate costs, and risks
particular to the region, such as labor costs associated with changes in immigration
policies in the United States, changes in tariff policies against other countries,
including Canada and Japan, and market saturation.
18.We note that you "intend to manufacture and sell packaged ramen in supermarkets
across Canada." Please discuss, to the extent material, anticipated distribution date,
costs incurred to date and budgeted costs associated with the new product, or advise.
Supply Chain Network, page 93
19.We note your disclosure that you "do not currently have written contracts with any of
our suppliers." However, we note your disclosure on page 97 under "Supply Chain
Obligations" section, explaining how you "source certain key ingredients" directly
from Ajisen Franchisor. Revise to elaborate upon your obligations to your franchisor.
Our Relationships with Certain Franchisors, page 96
20.We note your use of "a certain percentage" to describe the franchise fees you are
required to pay and the sub-franchise fees required to be paid to you under this section
and elsewhere. Please revise to provide the actual amount(s), range(s), or description
of customary amounts (e.g., low single digits).
21.Please file as exhibits your agreements (or form of agreement, if standardized) with
sub-franchisees, including the "sub-franchise agreements" for Ajisen Ramen sub-
franchisees in Canada, and "[y]our own separate arrangement" with each sub-
franchisee for Yakiniku Kakura and Ufufu Café in Hong Kong. Otherwise, provide us
with your legal analysis as to why they are not required to be filed. Refer to Item 8 of
Form F-1 and Item 601(b)(10) of Regulation S-K.
Regulations, page 102
22.Revise to consistently provide a description of the material effects of government
regulations on the company’s business, consistent with Item 4.B.8 of Form 20-F. For
example, we note your disclosure under "Demerit points system" section on page 103.
Please revise to state whether any "demerit points" have been registered against the
HK Operating Subsidiaries.

April 10, 2025
Page 6
Related Party Transactions, page 119
23.Revise to clarify your description of the nature of the relationship with you and Unico
HK Corporation Limited by identifying the senior executive and legal representative
in common, consistent with Item 7.B of Form 20-F.
24.We note the following disclosure under "Due from related parties" on page 120: "The
Company expects to fully collect the September 30, 2024 due from related parties
balance by the end of March 2025." Please revise to update whether the Company has
fully collected the dues as of end of March 2025.
Enforcement of Civil Liabilities, page 140
25.We note your disclosure that "all of [y]our directors and executive officers named in
this prospectus reside in Canada and Hong Kong and most of their assets are located
in Canada and Hong Kong." Please revise to identify the relevant individuals residing
in Hong Kong, or advise.
Report of Independent Registered Public Accounting Firm, page F-2
26.Please provide a conformed signature in the audit report and confirm to us that you
received a signed report from the auditor.
Management service fees, page F-14
27.You disclose that management service fees are recognized over the period when the
services are rendered on a continuous basis. Please specifically disclose the period
services are rendered, such as monthly or amortized over the contracted period.
Notes to Consolidated Financial Statements
Note 1 - Organization and Business Description
R