SecProbe.io

July 2, 2025
Chak Lam Wong
Chief Executive Officer
KWF Group Holding Limited
Office D, 22/F, Tower A, Capital Tower
No. 38 Wai Yip Street
Kowloon, Hong Kong
Re:KWF Group Holding Limited
Amendment No. 1 to
Draft Registration Statement on Form F-1
Submitted June 18, 2025
CIK No. 0002068224
Dear Chak Lam Wong:
            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 June 10, 2025 letter.
Amendment No. 1 to Draft Registration Statement on Form F-1
Use of Proceeds, page 51
1.We note the revisions made in this section in response to prior comment 5; however,
we continue to note the risk factor disclosure regarding the discretion over the use of
proceeds on page 45. Please revise to explain what types of business conditions or
events could cause you to change your use of proceeds. See Instruction 7 to Item 504
of Regulation S-K.

July 2, 2025
Page 2
Business, page 71
2.We note your response to prior comment 6. Please revise to provide more fulsome
details regarding the public projects described on page 72. For example, please
describe the material terms of the individual contracts including the term
length (multi-year, one year, etc.), specific details of the infrastructure developments
and other services provided, and any material provisions or conditions that may affect
the completion of the project.
Note 13. Segment Reporting, page F-29
3.We note your response to prior comment 9. Please revise to disclose the following:
•the specific measure of profit or loss reviewed by the CODM for making
decisions, allocating resources, and assessing performance (ASC 280-10-50-22)
•the significant expense categories and amounts that are regularly provided to the
CODM and included in reported segment profit or loss, or an explanation of the
nature of the expense information the CODM uses to manage operations (ASC
280-10-50-26A and 26C)
•an amount and qualitative description of the composition of other segment items
(ASC 280-10-50-26B).
            Please contact Frank Knapp at 202-551-3805 or Kristina Marrone at 202-551-3429 if
you have questions regarding comments on the financial statements and related
matters. Please contact Catherine De Lorenzo at 202-551-3772 or Pam Howell at 202-551-
3357 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Jeffrey Yeung, Esq.