SecProbe.io

September 18, 2025
Chan Bun
Chief Executive Officer
Billion Group Holdings Limited
Unit 502, 20-20A
Chung Ying Building
Connaught Road West
Sheung Wan, Hong Kong
Re:Billion Group Holdings Limited
Amendment No. 2 to Registration Statement on Form F-1
Filed September 12, 2025
File No. 333-289934
Dear Chan Bun:
            We have reviewed your amended 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. Unless we note
otherwise, any references to prior comments are to comments in our September 11,
2025 letter.
Amendment No. 2 to Registration Statement on Form F-1 filed September 12, 2025
Cover Page
We note the disclosure on the cover page that you intend to list your ordinary shares
on the Nasdaq Capital Market and the disclosure on page F-3 that your total
shareholders' equity was approximately $946,623 as of December 31,
2024. Therefore, it does not appear that you meet the initial listing standards under
Nasdaq Rule 5505(b)(1)(A) that requires companies listing on the Nasdaq Capital
Market to have shareholders' equity of at least $5 million. We also note that pursuant
to Rule 5505(b)(1)(B), the market value of unrestricted publicly held shares must be at 1.

September 18, 2025
Page 2
least $15 million and in connection with an initial public offering must be satisfied
from the offering proceeds. As such, it appears that your market value of unrestricted
publicly held shares after completion of the IPO will be below the threshold specified
in Rule 5505(b). Please tell us how you plan to satisfy the requirements enumerated
above under Nasdaq Listing Rule 5505(b).
Lock-up , page 12
2.We note your response to prior comment 4.  Please expand the disclosure to clarify
which shareholders agreed to a period of six months and which shareholders agreed
to a period of twelve months.  Also, we note that Schedule 4 is missing from Exhibit
1.1. Please advise or revise accordingly.
We face risks related to Nasdaq's proposed rule, page 21
3.We note your response to prior comment 1. Please expand the disclosure about the
Nasdaq proposed rule to also discuss the increase in the minimum market value of
unrestricted publicly held shares to US$15 million under the net income standard and
expediting suspension or delisting if the market value of listed securities falls below
US$5 million.
Principal Shareholders, page 84
4.We note your response to prior comment 5. Please revise page 84 to clearly indicate
the beneficial owner and natural person with dispositive voting power for the
entities in the table.
Exhibits
5.Please clarify how you determined the total maximum aggregate offering price of
$9,600,000 in the Calculation of Filing Fee Table filed as Exhibit 107.
            Please contact Andi Carpenter at 202-551-3645 or Claire Erlanger at 202-551-3301 if
you have questions regarding comments on the financial statements and related
matters. Please contact Thomas Jones at 202-551-3602 or Jay Ingram at 202-551-3397 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:Kyle Leung