SecProbe.io

July 30, 2025
Wei Xiao
Chief Executive Officer
Barentsz Capital Ltd
Room 903, 9/F.,
Singga Commercial Centre,
144-151 Connaught Road West,
Sai Ying Pun, Hong Kong
Re:Barentsz Capital Ltd
Draft Registration Statement on Form F-1
Submitted July 3, 2025
CIK No. 0002074160
Dear Wei Xiao:
            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.Please revise your cover page to identify your controlling shareholder, as well as to
state their total voting power and how much of their voting power stems from the
Class B Ordinary Shares. Please also disclose, if true, that the controlling shareholder
will have the ability to determine all matters requiring approval by shareholders.
Disclose the disparate voting features of your Class A and Class B Ordinary Shares.
Please remove language stating or implying that you are not a China-based issuer. In
this regard, we note that while you operate solely in Hong Kong, the risks applicable 2.

July 30, 2025
Page 2
to entities operating in China could have ramifications on your business if it were to
become subject to PRC laws/authorities. Please revise your disclosure here and
throughout the registration statement to clarify that that legal and operational risks
associated with operating in China also apply to operations in Hong Kong.
3.Please 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.
Prospectus Summary, page 2
4.Provide a clear description of how cash is transferred through your organization.
Disclose your intentions to distribute earnings. Quantify any cash flows and transfers
of other assets by type that have occurred between the registrant and your subsidiary
and direction of transfer. Quantify any dividends or distributions that the subsidiary
has made to the company 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 subsidiary, to the parent company and U.S. investors.
Corporate History and Company Structure, page 4
5.Please revise your diagrams to identify the person or entity that owns the equity in
each of the entities depicted in your diagram, such as the owner of the other 49% of
Premier ESG Services Limited, and include the ownership of your Class B Ordinary
Shares. Additionally, clearly identify the entity in which investors are purchasing their
interest and the entity(ies) in which the company's operations are conducted.
Summary of Risk Factors
Risks Relating to Doing Business in the Jurisdictions in which We Operate, page 7
6.Please expand your disclosure to address 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. Please also
include a cross-reference to the relevant individual detailed risk factor for each of the
risks related to having the majority of the company's operations in China/Hong Kong.
Disclose each permission or approval that you or your subsidiary are required to
obtain from Hong Kong and Chinese authorities to operate your business and to offer
the securities being registered to foreign investors, and state affirmatively whether you 7.

July 30, 2025
Page 3
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 or your subsidiary (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. Please also indicate, if
true, as you do on the cover page, that you relied on the opinion of your PRC counsel,
Jiangsu Junjin Law Firm, with respect to your conclusions.
Risk Factors, page 11
8.We note your disclosure on page 48 that your services are non-recurring in nature and
that your results of operations could be affected if you do not secure new sizable
customer mandates. Please revise to include a risk factor that addresses this aspect of
your business.
9.We note your disclosure on page 77 that you will not complete the offering unless you
receive approval to list on the Nasdaq Capital Market. Please expand your risk factors
and other related disclosure to disclose this contingency and to address the potential
consequences of failing to receive approval to list on Nasdaq.
Risks Relating to Our Business and Industry
We have a substantial customer concentration..., page 16
10.Please clarify in this risk factor, if true, that one of your top two customers during the
fiscal year ended April 30, 2025 was a related party.
If our technological capabilities fail to achieve..., page 18
11.We note your disclosure regarding your "mobile applications." Please expand your
disclosure here and throughout to clarify the role of your mobile applications in your
business to provide context to investors regarding the scope of this risk.
Risks Relating to our Class A Ordinary Shares and this offering
As a foreign private issuer, we are permitted to adopt certain home country practices..., page
24
12.We note your statement that you "plan to rely on some home country practices with
respect to [your] corporate governance." Please expand this risk factor to include more
detail on the specific home country practices on which you intend to rely. Please also
reconcile this disclosure with your statement on page 73 indicating that you "intend to
comply with all of the rules generally applicable to U.S. domestic companies listed on
the Nasdaq."
Management's Discussion and Analysis of Financial Condition and Results of Operations
Overview, page 46
13.We note your disclosure here that the Class A Ordinary Shares and Class B Ordinary
Shares have "no par value per share." Elsewhere, you state that the Class A Ordinary
Shares and Class B Ordinary Shares have par value $0.00001. Please revise for
consistency.

July 30, 2025
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Business, page 57
14.We note your disclosure that your "direct and indirect client count has reached
approximately 21 clients," and that you have earned your clients’ loyalty "evidenced
by high client repurchase rates." Please clarify what you mean by "indirect clients"
and elaborate on your client "repurchase rates" and tell us whether this is a metric you
track. In this regard, we note your disclosure on page 48 that your services are non-
recurring in nature and that revenue from prior customers is not expected to recur after
completion of their projects.
Related Party Transactions, page 75
15.Please provide the information required by Item 7 of Form 20-F for the period since
the beginning of your preceding three financial years up to the date of the document.
In this regard, it appears you have only provided disclosure for the period since the
beginning of your last financial year.
Description of Securities
Ordinary Shares
Class B Ordinary Shares, page 76
16.Please disclose whether the Class B Ordinary Shares have any sunset provisions that
limit the lifespan of the shares.
Exhibit Index, page II-3
17.We note your disclosure that you have entered into employment agreements with your
executive officers. We also note that you have included a placeholder for a "Form of
Employment Agreement between the registrant and its officers" in the exhibit index.
Once available, please file the executed agreements with your executive officers and
revise to include a summary of the material terms of each agreement, if applicable.
Refer to Item 601(b)(10)(iii)(A).
General
18.We note you define "Shares" and "Ordinary Shares" as referring to both your Class A
Ordinary Shares and Class B Ordinary Shares. Please revise your disclosure
throughout the registration statement to clearly distinguish between the Class A
Ordinary Shares and the Class B Ordinary Shares when discussing the offered
securities. For example, we note you state on page 10 that the underwriters will have a
forty-five day option to purchase additional "Ordinary Shares" following the date of
the prospectus and on page 85 you reference Class B Ordinary Shares "sold in the
offering." In these and similar circumstances, please revise to clarify that the only
securities currently available for investment through the registration statement or to
the underwriters in connection with the registration statement are Class A Ordinary
Shares.
19.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 they retain copies of the communications.

July 30, 2025
Page 5
            Please contact Abe Friedman at 202-551-8298 or Lyn Shenk at 202-551-3380 if you
have questions regarding comments on the financial statements and related matters. Please
contact Alyssa Wall at 202-551-8106 or Taylor Beech at 202-551-4515 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Erik Mengwall