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 April 8, 2025

Xu Zhiheng
Chief Executive Officer
Hang Feng Technology Innovation Co., Ltd.
Unit 2008, 20/F, Cheung Kong Center, 2
Queen s Road Central, Hong Kong

 Re: Hang Feng Technology Innovation Co., Ltd.
 Draft Registration Statement on Form F-1
 Submitted March 12, 2025
 CIK No. 0002060083
Dear Xu Zhiheng:

 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
Cover Page

1. We note your disclosure that "Hang Feng is a holding company
incorporated in the
 Cayman Islands with no material operations of its own." Please revise to
also clearly
 state that Hang Feng is not a Hong Kong operating entity. Additionally,
please revise
 the cover page to explain whether the holding company structure is used
to provide
 investors with exposure to foreign investment in China-based companies
where
 Chinese law prohibits direct foreign investment in the operating
companies.
2. Please revise the cover page to 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
 April 8, 2025
Page 2

 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 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 the location of your auditor
 s headquarters
 and whether and how the Holding Foreign Companies Accountable Act, as
amended
 by the Consolidated Appropriations Act, 2023, 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. Lastly, please
include cross-
 references to the individual risk factors identified on the cover page.
3. Please revise the cover page to provide, as you do starting on page 8, a
description of
 how cash is transferred through your organization. State whether any
transfers,
 dividends, or distributions have been made to date between the holding
company, its
 subsidiaries or to investors, and quantify the amounts where applicable.
Additionally,
 please provide on the cover page and in the section of the prospectus
summary
 captioned "Transfers of Cash to and from Our Subsidiaries"
cross-references to the
 consolidated financial statements.
4. Please revise the cover page, the section of the prospectus summary
captioned
 "Transfers of Cash to and from Our Subsidiaries," the summary risk
factors and risk
 factors sections to disclose 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 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 transfer cash or assets. On the cover page,
provide cross-
 references to these other discussions.
5. Please revise the cover page to discuss, as you do on page 9, whether
there are
 limitations on your ability to transfer cash between you, your
subsidiaries or investors.
 Provide a cross-reference to your discussion of this issue in your
summary, summary
 risk factors, and risk factors sections, as well.
6. Please revise the cover page to disclose, as you do on page 8, that you
do not
 have cash management policies that dictate how funds are transferred.
Provide a
 cross-reference on the cover page to the discussion of this issue in the
prospectus
 summary.
Prospectus Summary, page 1

7. In your "Corporate Management Consulting Services" discussion on page 1,
please
 disclose, if true, that to date your largest client is a related party
of the Company, HF
 Holdings, which is the largest shareholder of the Company.
8. We note your disclosure on pages 7, 38 and 39 that you will be a
controlled company
 following the offering. Please revise the prospectus summary to state as
much and i)
 identify and disclose the percentage of voting power to be held by the
controlling
 stockholder following the offering, ii) state, if true, that the
controlling stockholder
 April 8, 2025
Page 3

 will have the ability to determine all matters requiring approval by
stockholders and
 iii) clarify, to the extent true, that in the event that you were to
lose your controlled
 company status, you could still rely on the relevant listing
exchange's rules that
 permit a foreign private issuer to follow its home country requirements
to some extent
 concerning corporate governance issues, including whether a majority of
its board of
 directors must be independent. Please make conforming revisions to pages
38 and
 39 to the extent such disclosure is not already provided.
9. Please revise your revenue discussion contained in the last paragraph of
this section to
 address your net income or losses for the respective periods.
Growth Strategies, page 3

10. Regarding your intent to enhance your technology capabilities in FinTech
and AI, as
 discussed in the final bullet on page 3, please disclose whether you
intend to develop
 proprietary technology, utilize open-source technology, or license the
use of such
 technology. To the extent you intend to license existing or future
technologies or plan
 to utilize proprietary and/or open-source technology, please also revise
your risk
 factor disclosure accordingly.
Risks Relating to Doing Business in Hong Kong, page 5

11. Please ensure that each summary risk factor in this section includes a
cross-reference
 (title and page number) to the relevant individual detailed risk factor.
12. We note your disclosure that "[t]he PRC government may exercise
significant direct
 oversight and discretion over the conduct of our business and may
intervene or
 influence our operations." Please revise here and the title of the risk
factor on page 13
 to clearly state that the Chinese government may intervene or influence
your
 operations at any time.
Regulatory Development in the PRC, page 8

13. We note that you do not appear to have relied upon an opinion of counsel
with respect
 to your conclusions that you do not need any permissions and approvals
from the
 CAC or CSRC to operate your business and to offer securities to
investors. If true,
 state as much and explain why such an opinion was not obtained. If you
did rely on
 counsel, please name counsel here and file counsel's consent as an
exhibit.
Permission Required from Hong Kong Authorities, page 9

14. Please describe here the consequences to you and your investors if you
or your
 subsidiaries (i) do not receive or maintain required 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.
Implications of Being a Foreign Private Issuer, page 11

15. We note your disclosure that you are permitted to adopt certain home
country
 practices in relation to corporate governance matters that may differ
significantly from
 other corporate governance listing standards. Please expand your
disclosure to clarify
 April 8, 2025
Page 4

 whether you intend to rely on home country practices and, if so, specify
which, as you
 do on page 41.
We rely on a limited number of key clients for our business . . ., page 19

16. We note that for the years ended December 31, 2024 and 2023 your "top
five clients
 accounted for 59.6% and 100% of [y]our total revenues" and that for the
same period,
 your largest client, HF Holdings, "accounted for 38.4% and 100% of
[y]our total
 revenue, respectively." We also note your disclosure on page 77 that for
the years
 ended December 31, 2024 and 2023, "revenue from [y]our top two clients
accounted
 for 54.7% and 100%, respectively." To the extent you are materially
dependent on any
 clients aside from HF Holdings, please disclose the name of such
clients.
 Additionally, please describe the material terms of any agreements
entered into with
 such customers to the extent they differ from the terms summarized on
page 84 and
 file such agreements as exhibits to the registration statement or tell
us why you
 believe you are not required to do so. Refer to Item 601(b)(10) of
Regulation S-K.
Inflation, especially the increases in labor costs, may adversely affect our
business and results
of operations, page 28

17. We note your disclosure that "both the Hong Kong and global economies
have
 experienced general increases in inflation and labor costs" and that
"[f]or the years
 ended December 31, 2024 and 2023, [y]our employee costs were
approximately
 US$675,932 and US$681,014, respectively, accounting for 64.6% and 57.2%
of total
 cost of revenues." To the extent inflation has materially impacted your
business and
 operations, please update here and your Management's Discussion and
Analysis of
 Financial Condition and Results of Operations section to clearly state
as much.
Related Party Transactions, page 102

18. Please revise to provide the related party disclosure through the date
of the prospectus
 rather than as of December 31, 2024. Refer to Item 7.B. of Form 20-F.
Note 3 - Business combinations, page F-18

19. Please revise to provide the information required by ASC 805-10-50-2h.
Note 11 - Segment reportings, page F-23

20. Please identify the measure or measures of a segment s profit or loss
that the chief
 operating decision maker uses in assessing segment performance and
deciding how to
 allocate resources. Refer to ASC 280-10-50-28A and 280-10-55-15E.
General

21. We note your disclosure on page 35 that "[t]he initial public offering
price for our
 ordinary shares will be determined by negotiation between us, the
Selling
 Shareholders and the Underwriters." However, there does not appear to be
any further
 discussion of such Selling Shareholders or a related resale offering.
Please revise or
 advise.
 April 8, 2025
Page 5
22. 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 Section
 5(d) of the Securities Act, whether or not you retained, or intend to
retain, copies of
 those communications. Please contact the staff member associated with
the review of
 this filing to discuss how to submit the materials, if any, to us for
our review.
23. Please provide us with an analysis as to whether you believe you are, or
will be, an
 investment company under the Investment Company Act of 1940. Please tell
us what
 exemption from the Investment Company Act you are relying on (if any)
and provide
 us with a detailed legal analysis supporting your determination that the
exemption is
 available to you. Your analysis should include all facts upon which your
 determination is based. In this regard, we note you disclose that you
provide asset
 management services and that HF CM acts as the fund manager of the
Global
 Innovation SP portfolio under HF Fund SPC, while HF IAM serves as the
investment
 advisor to this portfolio. We also note you disclose that HF CM provides
fund
 management services to HF Fund SPC, including portfolio management,
compliance
 with investment mandates, and executing investment decisions.

 Please contact Valeria Franks at 202-551-7705 or Joel Parker at
202-551-3651 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Rucha Pandit at 202-551-6022 or Dietrich King at 202-551-8071 with any
other
questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
cc: Joan Wu
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