SecProbe.io

May 23, 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
Amendment No. 1 to Draft Registration Statement on Form F-1
Submitted May 9, 2025
CIK No. 0002058976
Dear Luk Siu Fung Mark:
            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 April 10, 2025 letter.
Amendment No. 1 to Draft Registration Statement on Form F-1 submitted May 9, 2025
Cover Page
1.We note the following disclosure: "We do not currently expect the Revised Review
Measures to have an impact on our business, our operations or this offering as we do
not believe that our HK Operating Subsidiaries would be deemed to be an 'operator of
critical information infrastructure' or a 'data processor' controlling personal
information of no less than one million users, that would be required to file for
cybersecurity review before listing in the U.S." Revise to provide the basis for this
belief.

May 23, 2025
Page 2
2.We note your references to "our operations in the PRC." This appears inconsistent
with your disclosure elsewhere, reflecting that you "do not have any subsidiaries nor
conduct any business operations in PRC." Given that you define the PRC to include
Hong Kong, this latter statement seems inaccurate. We also note your use of "China"
without defining the word. Please revise throughout the draft registration statement for
clarity and consistency.
3.We note the following disclosure: "However, the recent developments would add
uncertainties to this offering and we cannot assure you whether Nasdaq or regulatory
authorities would apply additional and more stringent criteria to us after considering
the effectiveness of our auditor’s audit procedures and quality control procedures,
adequacy of personnel and training, or sufficiency of resources, geographic reach or
experience as it relates to the audit of our financial statements." Please specify what
"recent developments" you are referring to, and make the same revisions in the resale
prospectus.
PROSPECTUS SUMMARY
Transfers of Cash to and From Our Subsidiaries, page 3
4.We note your response to prior comment 6 and reissue in part. Given your revised
disclosure that, "[d]uring fiscal year 2024, the CA Operating Subsidiaries, ARCI and
Vaughan Inc., made dividend payments of an aggregate amount of $254,376 to its
shareholders out of the retained earnings balance," please revise to provide a cross-
reference to the consolidated financial statements. Please make the same revisions in
the resale prospectus.
Risks Related to Doing Business in Hong Kong, page 28
5.We note your response to prior comment 7 and reissue in part. In this regard, we note
your statement on page 28 that " it is possible  that all the legal and operational risks
associated with being based in and having operations in Mainland China may also
apply to the operations in Hong Kong in the future " (emphasis added), and on page 29
that "the legal and operational risks associated in mainland China may also apply to
operations in Hong Kong" (emphasis added). Please revise your disclosure here, and
elsewhere as appropriate, including the resale prospectus, to affirmatively clarify that
the legal and operational risks associated with operating in the PRC also apply to
operations in Hong Kong.
6.We note your response to prior comment 8 and reissue in part. Please revise pages 5
and Alt-15 to include similar disclosure reflected on page 33 regarding the PDPO. We
also note your conclusion that you "do not believe that existing or future data privacy
or cybersecurity laws in Hong Kong or the PRC will materially restrict [y]our
business operations, limit [y]our ability to accept foreign investment, or impair [y]our
ability to list on a U.S. or foreign stock exchange." Please explain whether you are
relying on an opinion of counsel. In this regard, we note that you have included an
opinion of your Hong Kong counsel in your Exhibit Index.

May 23, 2025
Page 3
Consolidated Statements of Changes in Shareholders' Equity, page F-5
7.We note on page 4 that, during fiscal year 2024, your CA Operating Subsidiaries,
ARCI and Vaughan Inc., made dividend payments of an aggregate amount of
$254,376 to its shareholders out of the retained earnings balance. Your Consolidated
Statements of Changes in Shareholders’ Equity presents the dividend distribution
from "additional paid in capital". Please reconcile and revise as necessary.
Notes to Consolidated Financial Statements
Note 10 - Related Party Transactions
(c) Due from related parties, page F-25
8.Please tell us how you determined that the $271,903 dividend declared on May 6,
2025, reduces the receivable from C& 535 Limited and ES& Cubus Limited, and tell
us how you plan to account for the dividend distribution including the movement of
cash, if any. Additionally, tell us your consideration for providing the information in
SAB Topic 1B.3.
General
9.We note your response to prior comment 21, stating, among other things, that "there
were only 2 sub-franchised restaurants, for the year ended September 30, 2024, as
compared to 10 self-operated restaurants." According to your disclosure on page 95,
however, at minimum, you opened three sub-franchised restaurants in fiscal year
ended September 30, 2024. Please advise us of your response.
10.Please provide us with supplemental copies of all written communications, as defined
in Rule 405 under the Securities Act, that you, or anyone authorized to do so on your
behalf, have presented or expect to present to potential investors in reliance on Rule
163B of the Securities Act, whether or not you retained, or intend to retain, copies of
those communications.
            Please contact Patrick Kuhn at 202-551-3308 or Theresa Brillant at 202-551-3307 if
you have questions regarding comments on the financial statements and related
matters. Please contact Eddie Kim at 202-551-8713 or Mara Ransom at 202-551-3264 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Janeane Ferrari