SecProbe.io

September 18, 2025
Pei Yuen Rena Ho
Chief Executive Officer and Executive Director
SMJ International Holdings Inc.
1 Jurong Port Road
#02-20 Jurong Logistics Hub
Singapore 619115
Re:SMJ International Holdings Inc.
Registration Statement on Form F-1
Filed September 5, 2025
File No. 333-290077
Dear Pei Yuen Rena Ho:
            We have reviewed your registration statement and have the following comment(s).
            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 5, 2025
Cover Page
1.We note your response to prior comment 1 and reissue in part. Revise the disclosure
here and at page 2 that your controlling shareholders will have "significant influence
over matters requiring shareholder approval..." to state clearly, if accurate, that they
will control the outcome of such matters.
Capitalization, page 34
2.Please disclose the number of shares issued and outstanding for each class of shares
for each column presented. Also, long term amounts due to shareholders appear to be
financing in nature. Include these borrowings as well as short-term borrowings in your
total capitalization. Refer to Item 3.B of Form 20-F.

September 18, 2025
Page 2
Management
Employment Agreements and Director Agreements, page 77
3.Please revise your description of employment and director agreements for consistency
with the terms and status of such agreements as filed. For example, you state that you
"shall enter" into agreements with Rena Ho, Nellie Ho, and Rosie Lee upon
effectiveness of the registration statement, but it appears from Exhibits 10.1 through
10.4 that you entered into agreements with these individuals, as well as Sherina Low,
in May 2025. We further note inconsistencies between the agreements and the
description of termination provisions. Summarize the compensation arrangements of
these officers.
Exhibit Index, page II-4
4.Please file the articles of incorporation of the registrant or instruments corresponding
thereto as currently in effect and any amendments thereto. Refer to Item 601(b)(3)(i)
of Regulation S-K. We note that Exhibits 3.1 and 3.2 appear to be the governing
documents of your Singapore and BVI subsidiaries, respectively, rather than the
amended and restated memorandum and articles of association of the issuer as
adopted on April 23, 2025.
            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.
            Please contact James Giugliano at 202-551-3319 or Doug Jones at 202-551-3309 with
questions regarding comments on the financial statements and related matters. Please contact
Rebekah Reed at 202-551-5332 or Taylor Beech at 202-551-4515 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Charlotte Westfall