SecProbe.io

September 22, 2025
Luk Siu Fung Mark
Vice Chairman and Executive Director
RIKU DINING GROUP Ltd
130 Dynamic Drive, Units 4-5
Scarborough, ON
M1V 5C8, Canada
Re:RIKU DINING GROUP Ltd
Registration Statement on Form F-1
Filed September 12, 2025
File No. 333-290212
Dear Luk Siu Fung Mark:
            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.
Registration Statement on Form F-1 filed September 12, 2025
Prospectus Summary, page 1
1.Your disclosure under "Corporate History and Structure" indicates that the Corporate
Reorganization occurred on September 10, 2025. However, your disclosure in the
Prospectus Summary, the Prospectus Cover Page and Resale Prospectus continues to
read as if the reorganization has yet to take place. Revise for consistency and, in doing
so, update your share capitalization information and percentage of shares outstanding
throughout your prospectus.
Compensation of Directors and Executive Officers, page 141
2.Tell us why you have revised to remove the disclosure regarding your executive
officer's total compensation for the most recent fiscal year. Refer to Item 6.B. of Form
20-F.

September 22, 2025
Page 2
Notes to Unaudited Condensed Consolidated Financial Statements
Note 15 - Segment Reporting, page F-64
3.We note per page F-47 that you adopted ASU No. 2023-07 during the interim period
ended March 31, 2025. Please tell us your consideration of disclosing significant
segment expenses and other segment items for each reported measure of segment
profit or loss. Refer to ASC 280-10-50-26A through 50-26C.
General
4.We note your disclosure, reflecting that you are registering for resale of 1,643,334
Class A Ordinary Shares by the Selling Shareholders. Please explain to us why you
are registering the resale offering at this time. Also, revise your risk factor entitled
"Substantial future sales or perceived sales of our Ordinary Shares in the public
market could cause the price of our Class A Ordinary Shares to decline" to
acknowledge that you are registering shares for immediate resale, which will have a
negative impact upon your market price.
5.We note that the Resale Prospectus cover page includes a placeholder for a range of
fixed prices, and indicates that the Selling Shareholders will sell their shares at "the
price at which [you] sell shares in [y]our initial public offering" and at market prices
or privately negotiated prices after the Nasdaq listing. You also state, however,
that "[n]o sales of the Class A Ordinary Shares covered by this Resale Prospectus
shall occur until after the closing of [y]our initial public offering." We also note your
disclosure in the Public Offering Prospectus, stating that "[n]o sales of the Class A
Ordinary Shares covered by the Resale Prospectus shall occur until the Ordinary
Shares sold in [y]our IPO begin trading on the Nasdaq Capital Market." If so, revise
the Resale Prospectus cover page to remove the reference to a price range. Please also
revise the Resale Prospectus cover page to state that the offering is contingent on
approval of the Nasdaq listing, to the extent accurate. In this regard, we note the
following disclosure on the Public Offering Prospectus cover page: "There is no
assurance that our listing application will be approved by the Nasdaq Capital Market,
and if our listing application is not approved by the Nasdaq Capital Market, this initial
public offering will be terminated."
6.Revise your resale prospectus to disclose the natural holders who control the entities
that are selling securities in this offering. Because it appears that the Selling
Shareholders will beneficially own greater than 5% of your ordinary shares prior to
the offering, according to your disclosure on page 2, revise your Principal
Shareholders table to disclose such holders. Refer to Item 7.A. of Form 20-F.
            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.

September 22, 2025
Page 3
            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