SecProbe.io

July 8, 2025
Hongyan Yu
Chief Executive Officer
Cybriatech Inc
B2, 6/F, Phase-2 Hang Fund Industrial Building
2G, Hok Yuen Street, Hung Hom, Kowloon
Hong Kong
Re:Cybriatech Inc
Registration Statement on Form S-1
Filed June 10, 2025
File No. 333-287896
Dear Hongyan Yu:
            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 S-1 filed June 10, 2025
Cover Page
1.Please revise your cover page and elsewhere as appropriate throughout the registration
statement to reflect the percentage voting power that your CEO, Mr. Yu, will continue
to hold if all 2,000,000 shares are sold in this offering. We note your statement that
Mr. Yu will hold 75% of the stock. Additionally, for clarity revise your statements to
make clear that Mr. Yu currently controls 100% of the voting power of your
company. Last, please revise to briefly describe the substantial voting power and
control over certain corporate matters that Mr. Yu will have (e.g., election of the
board of directors). Consider a cross-reference to your risk factor on page 7 beginning
"Our President, Hongyan Yu, owns and controls 100% of the voting power ... ."
Please disclose prominently on the prospectus cover page that you are not a Chinese
operating company but, if true, a Nevada holding company with operations conducted 2.

July 8, 2025
Page 2
by subsidiaries based in China and operating in Hong Kong and that this structure
involves unique risks to investors. Disclose that investors may never hold equity
interests in the Chinese operating company. Additionally, please disclose whether
operations conducted by your subsidiaries are through contractual arrangements with
a variable interest entity(ies) based in China and that, regardless, this structure
involves unique risks to investors. If true, disclose that these contracts have not been
tested in court. Explain whether the VIE 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, and disclose that
investors may never hold equity interests in the Chinese operating company. To the
extent there is a VIE structure, we may have additional comments. Alternatively, if
true, please state that your corporate structure does not include VIEs. Your disclosure
should acknowledge that Chinese regulatory authorities could disallow this structure,
which would likely result in a material change in your operations and/or a material
change in the value of the securities you are registering for sale, including that it
could cause the value of such securities to significantly decline or become worthless.
Provide a cross-reference to your detailed discussion of risks facing the company and
the offering as a result of this structure.
3.Provide prominent disclosure about the legal and operational risks associated with
being based in or having the majority of your operations in China. Your disclosure
should make clear whether 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 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. We
note you intend to seek OTCQB quotation. 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. Last, provide cross-references to the individual risk factors identified on
the cover page.
4.Clearly disclose your corporate structure, including identifying how you will refer to
the holding company and any subsidiaries when providing the disclosure throughout
the document so that it is clear to investors which entity the disclosure is referencing
and which subsidiaries or entities are conducting the business operations. Disclose, if
true, that your subsidiaries conduct operations in China and that the holding company
does not conduct operations. Disclose clearly the entity (including the domicile) in
which investors are purchasing an interest.

July 8, 2025
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5.Provide 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 and its subsidiaries, or to investors, and quantify the amounts where
applicable.
6.To the extent you have cash management policies that dictate how funds are
transferred between you and your subsidiaries, summarize the policies on your cover
page and in the prospectus summary, and disclose the source of such policies
(e.g., whether they are contractual in nature, pursuant to regulations, etc.);
alternatively, state on the cover page and in the prospectus summary that you have no
such 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 summary of risk factors, disclose the risks that your corporate structure and
being based in or having the majority of the company’s operations in China poses
to investors. In particular, describe the significant regulatory, liquidity, and
enforcement risks with cross-references to the more detailed discussion of these risks
in the prospectus. For example, specifically discuss risks arising from the legal system
in China, including risks and uncertainties regarding the enforcement of laws and
that rules and regulations in China can change quickly with little advance notice; and
the risk that the Chinese government may intervene or influence your operations at
any time, or may exert more control over offerings conducted overseas and/or foreign
investment in China-based issuers, which could result in a material change in your
operations and/or the value of the securities you are registering for sale. Acknowledge
any risks that any actions by the Chinese government to exert more oversight and
control over offerings that are conducted overseas and/or foreign investment in China-
based issuers 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. For each PRC-related summary risk factor,
provide a cross-reference to the relevant individual detailed risk factor.
8.Disclose each permission or approval that you and/or your subsidiaries are required to
obtain from Chinese authorities to operate your business and to offer the securities
being registered to foreign investors. State whether you and/or your subsidiaries are
covered by permissions requirements from the China Securities Regulatory
Commission (CSRC), Cyberspace Administration of China (CAC), and state
affirmatively whether you have received all requisite permissions or approvals and
whether any permissions or approvals have been denied. Please also describe the
consequences to you and your investors if you and/or your subsidiaries: (i) do not
receive or maintain such 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.
Provide a clear description of how cash is transferred through your organization.
Quantify any cash flows and transfers of other assets by type that have occurred
between the holding company and its subsidiaries, and direction of transfer. Quantify 9.

July 8, 2025
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any dividends or distributions that a subsidiary has made to the holding company and
which entity made such transfer, and their tax consequences. Similarly quantify
dividends or distributions made to U.S. investors, the source, and their tax
consequences. Your disclosure should make clear if no transfers, dividends, or
distributions have been made to date. Describe any restrictions on foreign exchange
and your ability to transfer cash between entities, across borders, and to U.S.
investors. Describe any restrictions and limitations on your ability to distribute
earnings from the company, including your subsidiaries, to the parent company and
U.S. investors.
10.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 PRC
governmental agencies to operate your business and to offer securities to investors. If
true, state as much and explain why such an opinion was not obtained.
Risks Relating to Doing Business in Hong Kong
All our operations are in Hong Kong. However, due to the long arm provisions under the
current PRC laws..., page 9
11.Please revise the last paragraph of this risk factor to state specifically that given recent
statements by the Chinese government indicating an intent to exert more oversight and
control over offerings that are conducted overseas and/or foreign investment in China-
based issuers, acknowledge the risk that any such action 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.
12.Please revise your disclosure to state whether your sole officer and director is located
in the PRC/Hong Kong. Separately, include a separate “Enforceability” section,
consistent with Item 101(g) of Regulation S-K, and a risk factor addressing the
challenges of bringing actions and enforcing judgments/liabilities against such
individuals (i.e., it will much more difficult to take these actions) and revise your risk
factor disclosure to address the same.
We face a risk that changes in the policies of the PRC government could have a significant
impact..., page 10
13.In light of recent events indicating greater oversight by the Cyberspace
Administration of China (CAC) over data security, particularly for companies seeking
to list on a foreign exchange, please revise your disclosure to explain how this
oversight impacts your business and your offering and to what extent you believe that
you are compliant with the regulations or policies that have been issued by the CAC
to date.
We note that the CSRC recently published Trial Measures that impose certain
filing requirements for direct and indirect overseas listings and offerings. Please
disclose how, if at all, the Trial Measures apply to this transaction, whether you and
relevant parties to this transaction have complied with your obligations under the Trial
Measures, and the risks to investors of non-compliance. We note your statement here

 14.

July 8, 2025
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that you "are not subject to permission requirements from the CSRC." Please expand
your discussion to briefly discuss how/why the Trial Measures do not apply to you as
applicable.
Management's Discussion and Analysis, page 21
15.Please provide an analysis of the results of operations for the period from December
15, 2023 (inception) to November 30, 2024. Refer to Item 303(b) of Regulation S-K.
Description of Business, page 24
16.Please revise your disclosure here and elsewhere as appropriate, to briefly expand
your discussion regarding your current and planned business, including your target
market and customers (i.e., specific industry focus, market size, nature of business
etc.). In this regard, we note that for the three months ended February 28, 2025,
revenue was generated from two customers. To the extent that you have agreements
with your customers, please revise to state as much and if applicable, file such
agreements as exhibits. If you have not entered into any agreements with customers,
please state as much.
Overview of Current Operations, page 24
17.Please revise your disclosure here and elsewhere as appropriate to discuss briefly but
in greater detail the various consulting services you provide or intend to provide. To
the extent that any services are aspirational, please revise to state as much. In your
description, consider the use of examples or other illustration so investors may better
understand your specific business operations and activities.
Executive Compensation
Summary Compensation Table, page 36
18.Please revise to include the 6,000,000 shares of restricted common stock issued to
your Chief Executive Officer on September 23, 2024.
Exhibits to Registration Statement
Consent of Independent Accounting Firm, page II-2
19.Please have your auditor revise their consent to refer to the use of the report in the
registration statement, rather than to its "incorporation by reference."
            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.

July 8, 2025
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            Please contact Abe Friedman at 202-551-8298 or Joel Parker at 202-551-3651 if you
have questions regarding comments on the financial statements and related matters. Please
contact Kate Beukenkamp at 202-551-3861 or Cara Wirth at 202-551-7127 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services