SecProbe.io

CORRESP
 1
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 CORRESP

 Roth Capital Partners, LLC
 888 San Clemente Drive, Suite 400 Newport Beach, CA 92660
 Compass Point Research & Trading, LLC 1055 Thomas
Jefferson Street NW, Suite 303 Washington, DC 20097 As
representatives of the underwriters VIA EDGAR
 May 9, 2025 Ms. Michelle Miller
 Mr. Mark Brunhofer Ms. Irene Paik
 Mr. David Lin Division of Corporation Finance
 Office of Crypto Assets U.S. Securities and Exchange Commission
 100 F Street, NE Washington, D.C. 20549

 Re:
 Antalpha Platform Holding Company (the “Company”)
 Registration Statement on Form F-1, as amended (File
 No. 333-286629) Registration Statement on Form
 8-A (File No. 001-42637) Dear Ladies and Gentlemen:
 We hereby join the Company’s request for acceleration of the above-referenced Registration Statements, requesting effectiveness at 4:15
p.m. Eastern Time on May 12, 2025, or as soon thereafter as is practicable. Pursuant to Rule 460 of the General Rules and
Regulations promulgated under the Securities Act of 1933, as amended, we wish to advise you that we will take reasonable steps to secure adequate distribution of the preliminary prospectus, dated May 6, 2025, to underwriters, institutional
investors, dealers and others prior to the requested effective time of the Registration Statements. The undersigned advise that the
underwriters have complied and will continue to comply with Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
 [Signature page follows]

 Very truly yours,
 Roth Capital Partners, LLC Compass Point Research &
Trading, LLC As representatives of the underwriters

 Roth Capital Partners, LLC

 By:

 /s/ Aaron M. Gurewitz

 Name:

 Aaron M. Gurewitz

 Title:

 President & Head of Investment Banking

 Compass Point Research & Trading, LLC

 By:

 /s/ Christopher Nealon

 Name:

 Christopher Nealon

 Title:

 President & Chief Operating Officer

CORRESP
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 May 9, 2025
 VIA EDGAR Ms. Michelle Miller
 Mr. Mark Brunhofer Ms. Irene Paik
 Mr. David Lin Division of Corporation Finance
 Office of Crypto Assets U.S. Securities and Exchange Commission
 100 F Street, NE Washington, D.C. 20549

 Re:
 Antalpha Platform Holding Company (CIK No. 0001867729)
 Registration Statement on Form F-1 (File
 No. 333-286629) Registration Statement on Form
 8-A (File No. 001-42637) Dear Ladies and Gentlemen:
 Pursuant to Rule 461 of Regulation C (“Rule 461”) promulgated under the Securities Act of 1933, as amended, Antalpha Platform Holding
Company (the “Company”) hereby requests that the effectiveness of the above-referenced Registration Statement on Form F-1 (the “F-1 Registration
Statement”) be accelerated to, and that the F-1 Registration Statement become effective at, 4:15 p.m. Eastern Time on May 12, 2025, or as soon thereafter as practicable.
 The Company also requests that the above-referenced Registration Statement on Form 8-A under the
Securities Exchange Act of 1934, covering the ordinary shares of the Company, be declared effective concurrently with the F-1 Registration Statement (the F-1
Registration Statement, together with the Registration Statement on Form 8-A, the “Registration Statements”).
 If there is any change in the acceleration request set forth above, the Company will promptly notify you of the change, in which case the
Company may be making an oral request of acceleration of the effectiveness of the Registration Statements in accordance with Rule 461 of Regulation C. Such request may be made by an executive officer of the Company or by any attorney from the
Company’s U.S. counsel, Skadden, Arps, Slate, Meagher & Flom LLP. The Company understands that the representatives of the
underwriters, on behalf of the prospective underwriters of the offering, have joined in this request in a separate letter filed with the Securities and Exchange Commission today.
 [ Signature page follows ]

 Very truly yours,

 Antalpha Platform Holding Company

 By:

 /s/ Moore Xin Jin

 Name: Moore Xin Jin

 Title: Director and Chief Executive Officer
 [ Signature Page to Issuer Acceleration Request ]

CORRESP
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 S KADDEN , A RPS , S LATE ,
M EAGHER & F LOM LLP 1440 NEW YORK AVENUE, N.W.

 DIRECT DIAL
 202-371-7180
 EMAIL ADDRESS BRIAN.BREHENY@SKADDEN.COM

 WASHINGTON, D.C. 20005-2111 
     
 TEL: (202) 371-7000
 FAX: (202) 393-5760
 www.skadden.com

 FIRM/AFFILIATE
 OFFICES
     
 BOSTON CHICAGO
 HOUSTON LOS ANGELES
 NEW YORK PALO ALTO
 WILMINGTON
     
 ABU DHABI BEIJING
 BRUSSELS FRANKFURT
 HONG KONG LONDON
 MUNICH PARIS
 SÃO PAULO SEOUL
 SINGAPORE TOKYO
 TORONTO
 May 6, 2025
 VIA EDGAR Ms. Michelle Miller
 Mr. Mark Brunhofer Ms. Irene Paik
 Mr. David Lin Division of Corporation Finance
 Office of Crypto Assets U.S. Securities and Exchange Commission
 100 F Street, NE Washington, D.C. 20549

 Re:
 Antalpha Platform Holding Company
 Amendment No. 1 to Registration Statement on Form F-1
 Filed April 29, 2025
 File No. 333-286629
 Dear Ms. Miller, Mr. Brunhofer, Ms. Paik and Mr. Lin:
 On behalf of our client, Antalpha Platform Holding Company, a foreign private issuer organized under the laws of the Cayman Islands (the
“ Company ”), we submit to the staff (the “ Staff ”) of the Securities and Exchange Commission (the “ Commission ”) this letter setting forth the Company’s responses to the comments contained in the
Staff’s letter dated May 5, 2025 (the “ Comment Letter ”) on the Company’s registration statement on Form F-1 filed on April 29, 2025 (the “ Registration
Statement ”). Concurrently with the submission of this letter, the company is filing amendment no. 2 to the Company’s
registration statement on Form F-1 (the “ Revised Registration Statement ”) containing a preliminary prospectus with an estimated price range and certain exhibits via EDGAR with Commission.

 U.S. Securities and Exchange Commission
 May 6, 2025 Page
 2

 The Company respectfully advises the staff of the Commission (the “ Staff ”)
that the Company plans to commence the road show for the proposed offering following the filing of the Revised Registration Statement on the date hereof. In addition, the Company plans to request that the Staff declare the effectiveness of the
Registration Statement on or about May 8, 2025. The Company would greatly appreciate the Staff’s continuing assistance and support to the Company in meeting the proposed timetable for the offering.
 The Staff’s comments are repeated below in bold and are followed by the Company’s responses. The Company has included page
references in the Registration Statement where the language addressing a particular comment appears. Capitalized terms used but not otherwise defined herein have the meanings set forth in the Registration Statement.
 Amendment No. 1 to Registration Statement on Form F-1
 General

 1.
 We note your added disclosure on the cover page and on pages 71-72 that Tether has indicated an
interest in purchasing an aggregate of up to US$25.0 million of the shares in this offering and that if Tether purchases all of the shares for which it has expressed an interest, such purchases would reduce the available public float for your
shares. We also note your disclosures (i) at pages 34 and 135 that you may face indirect competition from Tether, as a stablecoin issuer, and (ii) at page 58 that your loans are typically settled in USDT (issued by Tether) and
you are subject to risks related to stablecoins. Please tell us how you considered disclosing any material risks attendant to Tether’s potential voting power over your ordinary shares, including any ability to influence the vote on corporate
matters, and revise your disclosure as appropriate, or advise otherwise. In response to the Staff’s comment,
the Company respectfully submits that it believes that adding Tether as a key strategic shareholder significantly enhances the value of the Company, given the prospect of future strategic cooperation that can enhance the future growth of the
Company’s business. Nevertheless, in light of the Staff’s comment, the Company has revised page 71 of the Revised Registration Statement to disclose the material risks attendant to Tether’s potential voting power over the
Company’s ordinary shares, including any ability to influence the vote on corporate matters.
 *   *   *

 U.S. Securities and Exchange Commission
 May 6, 2025 Page
 3

 If you have any questions regarding the Revised Registration Statement, please contact the
undersigned, partner at Skadden, Arps, Slate, Meagher & Flom LLP, by phone at (202) 371-7180 or via e-mail at brian.breheny@skadden.com.

 Very truly yours,

 /s/ Brian V. Breheny

 Brian V. Breheny

 cc:
 Mr. Moore Xin Jin, Director and Chief Executive Officer, Antalpha Platform Holding Company
 Mr. Paul Guanning Liang, Chief Financial Officer, Antalpha Platform Holding Company
 Mr. Ryan J. Dzierniejko, Esq., Partner, Skadden, Arps, Slate Meagher & Flom LLP
 Mr. David Lopez, Esq., Partner, Cleary Gottlieb Steen & Hamilton LLP
 Mr. Adam Fleisher, Esq., Partner, Cleary Gottlieb Steen & Hamilton LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 5, 2025

Moore Xin Jin
Director and Chief Executive Officer
Antalpha Platform Holding Company
9 Temasek Boulevard
Suntec Tower 2
#13-02 Singapore, 038989

 Re: Antalpha Platform Holding Company
 Amendment No. 1 to Registration Statement on Form F-1
 Filed April 29, 2025
 File No. 333-286629
Dear Moore Xin Jin:

 We have reviewed your amended registration statement and have the
following
comment.

 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.

Amendment No. 1 to Registration Statement on Form F-1
General

1. We note your added disclosure on the cover page and on pages 71-72 that
Tether has
 indicated an interest in purchasing an aggregate of up to US$25.0
million of the shares
 in this offering and that if Tether purchases all of the shares for
which it has expressed
 an interest, such purchases would reduce the available public float for
your shares. We
 also note your disclosures (i) at pages 34 and 135 that you may face
indirect
 competition from Tether, as a stablecoin issuer, and (ii) at page 58
that your loans are
 typically settled in USDT (issued by Tether) and you are subject to
risks related to
 stablecoins. Please tell us how you considered disclosing any material
risks attendant
 to Tether's potential voting power over your ordinary shares, including
any ability to
 May 5, 2025
Page 2

 influence the vote on corporate matters, and revise your disclosure as
appropriate, or
 advise otherwise.
 Please contact Michelle Miller at 202-551-3368 or Mark Brunhofer at
202-551-3638
if you have questions regarding comments on the financial statements and
related
matters. Please contact Irene Paik at 202-551-6553 or David Lin at 202-551-3552
with any
other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Crypto
Assets
cc: Brian V. Breheny, Esq.
</TEXT>
</DOCUMENT>

CORRESP
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 CORRESP

 FOIA Confidential Treatment Request By Antalpha Platform Holding Company
 Confidential Treatment Requested by Antalpha Platform Holding Company
 BNR-001 [ * * * ] –
Information omitted and provided under separate cover to the Staff pursuant to Rule 83

 S KADDEN , A RPS , S LATE ,
M EAGHER & F LOM LLP 1440 NEW YORK AVENUE, N.W.

 DIRECT DIAL
 202-371-7180
 EMAIL ADDRESS BRIAN.BREHENY@SKADDEN.COM

 WASHINGTON, D.C. 20005-2111
     
 TEL: (202) 371-7000
 FAX: (202) 393-5760
 www.skadden.com

 FIRM/AFFILIATE
 OFFICES
     
 BOSTON CHICAGO
 HOUSTON LOS ANGELES
 NEW YORK PALO ALTO
 WILMINGTON
     
 ABU DHABI BEIJING
 BRUSSELS FRANKFURT
 HONG KONG LONDON
 MUNICH PARIS
 SÃO PAULO SEOUL
 SINGAPORE TOKYO
 TORONTO

 FOIA CONFIDENTIAL TREATMENT REQUEST PURSUANT TO
 17 C.F.R. § 200.83 BY ANTALPHA PLATFORM HOLDING COMPANY
 CERTAIN PORTIONS OF THIS LETTER AS FILED VIA EDGAR HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS
BEEN REQUESTED FOR THE OMITTED PORTIONS, WHICH HAVE BEEN REPLACED WITH THE FOLLOWING PLACEHOLDER “[ * * * ].”
                April 29, 2025

 VIA EDGAR
 Ms. Michelle Miller
 Mr. Mark Brunhofer
 Ms. Irene Paik
 Mr. David Lin
 Division of Corporation Finance
 Office of Crypto Assets
 U.S. Securities and Exchange Commission
 100 F Street, NE
 Washington, D.C. 20549

 Re:
 Antalpha Platform Holding Company

  
 Registration Statement on Form F-1

  
 Filed April 18, 2025

  
 File No. 333-286629

 FOIA Confidential Treatment Request By Antalpha Platform Holding Company
 Confidential Treatment Requested by Antalpha Platform Holding Company
 BNR-002 [ * * * ] – Information omitted and provided under
separate cover to the Staff pursuant to Rule 83 U.S. Securities and Exchange Commission
 April 29, 2025 Page
 2

 Dear Ms. Miller, Mr. Brunhofer, Ms. Paik and Mr. Lin:
 On behalf of our client, Antalpha Platform Holding Company, a foreign private issuer organized under the laws of the Cayman Islands (the
“ Company ”), we submit to the staff (the “ Staff ”) of the Securities and Exchange Commission (the “ Commission ”) this letter setting forth the Company’s responses to the comments contained in the
Staff’s letter dated April 25, 2025 (the “ Comment Letter ”) on the Company’s registration statement on Form F-1 filed on April 18, 2025 (the “ Registration
Statement ”). In addition, following the responses to the comments contained in the Comment Letter, we have included below, on behalf of the Company, responses to comment 13 in the Staff’s letter dated March 20, 2025.
 Concurrently with the submission of this letter, the Company is filing amendment no. 1 registration statement on Form F-1 (the “ Revised Registration Statement ”) and certain exhibits via EDGAR with the Commission.
 The Company respectfully advises the Staff that the Company plans to commence the road show for the proposed offering on or about May 2,
2025. In addition, the Company plans to request that the Staff declare the effectiveness of the Registration Statement on or about May 8, 2025. The Company would greatly appreciate the Staff’s continuing assistance and support to the
Company in meeting the proposed timetable for the offering. The Staff’s comments are repeated below in bold and are followed by the
Company’s responses. The Company has included page references in the Registration Statement where the language addressing a particular comment appears. Capitalized terms used but not otherwise defined herein have the meanings set forth in the
Registration Statement. Due to the commercially sensitive nature of certain information contained herein, this submission is accompanied
by the Company’s request for confidential treatment for selected portions of this letter. The Company has filed a separate letter (the “ Request Letter ”) with the Office of Freedom of Information and Privacy Act Operations (the
“ FOIA Office ”) in connection with the confidential treatment request, pursuant to Rule 83 of the Commission’s Rules on Information and Requests, 17 C.F.R. §200.83 (“ Rule 83 ”). The Company has also
confidentially submitted an unredacted copy of this letter to the Staff under separate cover. In accordance with Rule 83, the Company
requests confidential treatment of (a) the marked portions (the “ Confidential Information ”) of this letter and (b) the accompanying Request Letter (collectively, the “ Confidential Material ”). Please
promptly inform the undersigned of any request for disclosure of the Confidential Material made pursuant to Freedom of Information Act or otherwise so that the undersigned may substantiate the foregoing request for confidential treatment in
accordance with Rule 83. In accordance with Rule 83, this letter has also been clearly marked with the legend “Confidential
Treatment Requested by Antalpha Platform Holding Company” and each page is marked for the record with the identifying numbers and
 code “BNR-001” through “BNR-009.”

 FOIA Confidential Treatment Request By Antalpha Platform Holding Company
 Confidential Treatment Requested by Antalpha Platform Holding Company
 BNR-003 [ * * * ] – Information omitted and provided under
separate cover to the Staff pursuant to Rule 83 U.S. Securities and Exchange Commission
 April 29, 2025 Page
 3

 SEC Comment Letter dated April 25, 2025
 Registration Statement on Form F-1
 Summary Combined and Consolidated Financial Data, page 17

 1.
 Please revise your per share data to reflect the following:

 •

 Revise the income and loss per share information to reflect your April 18, 2025 reverse stock split.

 •

 Revise your 2024 basic and diluted weighted average common shares outstanding to properly reflect the
post-split diluted shares of 19,425,638 as presented on page F-4. In
response to the Staff’s comment, the Company has revised the disclosure on page 19 of the Revised Registration Statement. Enforceability of Civil
Liabilities, page 88

 2.
 We note your added disclosure on pages 76 and 88 in response to prior comment 3, which states in part,
“ For example, Mr. Paul Guanning Liang, our director and chief financial officer, and Mr. Yang Wang, our director, reside in Hong Kong” (emphasis added). Please supplementally confirm whether you have
identified all of your directors and executive officers that are located in China or Hong Kong and, if not, revise your disclosure to identify the relevant individuals and discuss, both in the enforceability of civil liabilities section and the
related risk factor, the difficulty of bringing actions against them and enforcing judgments against them. In
response to the Staff’s comment, the Company supplemental confirms that it has identified all of its directors and executive officers that are located in China or Hong Kong. The Company has also revised the disclosure on pages 78 and 91 of the
Revised Registration Statement to clarify this. Notes to Combined and Consolidated Financial Statements
 Note 6. Crypto assets held, page F-23

 3.
 We note your response to prior comment 6 and your revised disclosures on page
 F-24. Please also revise related disclosures on pages 107, 148 and F-36 to conform. Further, please tell us and enhance the description of proceeds of amounts due to
related party and repayments of amount due to related party, to clarify the nature of the underlying activity considering revised disclosures to separately present crypto activities for revenue, costs and expenses, loan borrowings and repayments,
collateral receipts and remittances and BTC loan interest receipts and remittances.

 FOIA Confidential Treatment Request By Antalpha Platform Holding Company
 Confidential Treatment Requested by Antalpha Platform Holding Company
 BNR-004 [ * * * ] – Information omitted and provided under
separate cover to the Staff pursuant to Rule 83 U.S. Securities and Exchange Commission
 April 29, 2025 Page
 4

 The Company respectfully advises the Staff that it has revised its disclosures on pages 110,
152 and F-36 of the prospectus and combined and consolidated financial statements to conform to the revised disclosure made in Note 6.
 With respect to the proceeds of amounts due to related party and repayments of amount due to related party, the Company has also revised the
disclosures on F-7, F-24 and F-36 to clarify the nature of these activities and their presentation in the financial statements.
The Company respectfully advises the Staff as follows: (i) Prior to the Reorganization, the Company and related parties shared the use of
certain accounts. As a result, certain fund flows between related parties and customers, which were unrelated to the Company’s business activities, were routed through the Company’s shared accounts.
 These fund flows have been separately presented in the F-7,
 F-24 and F-36 under the line items “Fund inflows between customers and related parties through shared accounts” and “Fund outflows between customers and
related parties through shared accounts.” (ii) Prior to the Reorganization, during the initial setup of Antalpha Prime platform, the
Company received temporary crypto funding support from related parties for working capital management purposes. These funds were subsequently settled in the ordinary course of operations and did not impact the Company’s revenues or expenses.
 These fund flows have been separately presented in the consolidated statements of cash flows under the line items “Proceeds of amount
due to related party” and “Repayment of amount due to related party.” The Company further notes that the Reorganization
occurred in November 2024, resulting in certain adjustments to activities during 2023 and 2024. The fund flows described in items (i) and (ii) above do not pertain to categories such as revenue, costs and expenses, loan borrowings and
repayments, collateral receipts and remittances and BTC loan interest receipts and remittances. These activities have been separately disclosed on the face of the financial statements and are unrelated to the Company’s core business operations.
 *  *  * SEC
Comment Letter dated March 20, 2025 Note 17. Share-based compensation, page F-31

 13.
 Please address the following: […]

 •

 Once you have an estimated offering price or range, please explain to us how you determined the fair value of
the common stock underlying your November 2024 and subsequent option issuances and the reasons for any differences between the recent valuations of your common stock leading up to the IPO and the estimated offering price. This information will help
facilitate our review of your accounting for equity issuances including stock compensation.

 FOIA Confidential Treatment Request By Antalpha Platform Holding Company
 Confidential Treatment Requested by Antalpha Platform Holding Company
 BNR-005 [ * * * ] – Information omitted and provided under
separate cover to the Staff pursuant to Rule 83 U.S. Securities and Exchange Commission
 April 29, 2025 Page
 5

 The Company supplementally advises the Staff that, based on discussions with the
Company’s underwriters, the Company currently anticipates that the offering price for the IPO is expected to be in the range of $[ * * * ] to $[ * * * ] per share (the “ Preliminary Indicative Price Range ”), with a midpoint of
$[ * * * ] per share, considering information currently available and current market conditions. Preliminary Indicative Price Range
 The Preliminary Indicative Price Range is based on a number of factors, including the Company’s prospects, the history of and
prospects for the Company’s industry, the general condition of the securities markets, the recent market prices of, and the demand for, publicly traded stock of generally comparable companies and preliminary discussions with the underwriters
regarding potential valuations of the Company. The Company advises the Staff that the final price range to be included in a pre-effective amendment to the Registration Statement will comply with the
Staff’s interpretation regarding the parameters of a bona fide price range. The Company’s final price range has not yet been
determined and remains subject to adjustment based on factors outside of the Company’s control. However, the Company believes that the foregoing Preliminary Indicative Price Range will not be subject to significant change.
 The Company notes that, as is typical in initial public offerings, the Preliminary Indicative Price Range was not derived using a formal
determination of fair value, but was determined based in part upon discussions between the Company and the underwriters and with reference to several quantitative and qualitative factors. The factors considered in setting the Preliminary Indicative
Price Range included:

 •

 a fundamental analysis of the business including a discounted cash flow valuation;

 •

 an analysis of the typical valuation ranges seen in recent initial public offerings for companies in the
Company’s industry;

 •

 the general condition of the securities markets and the recent market prices of, and the demand for, publicly
traded shares of generally comparable companies; and

 •

 the Company’s belief that the public trading market would remain receptive to companies in the crypto-mining
selection industry; and the Company’s belief that there would be sufficient demand for the Company’s ordinary shares to support an offering of the size contemplated by the Company.

 FOIA Confidential Treatment Request By Antalpha Platform Holding Company
 Confidential Treatment Requested by Antalpha Platform Holding Company
 BNR-006 [ * * * ] – Information omitted and provided under
separate cover to the Staff pursuant to Rule 83 U.S. Securities and Exchange Commission
 April 29, 2025 Page
 6

 November 29, 2024 Valuation and Fair Value Determination
 The Company obtained an independent third-party valuation of the Company’s common stock as of November 29, 2024, and based on this
valuation and other objective and subjective factors, the Board determined that the fair value of the Company’s ordinary shares was $[ * * * ] per share on a fully diluted basis and non-marketable basis
(the “ November 2024 Valuation ”). The fair value of the Company’s common stock as determined by the third-party appraisal was used as the basis for determining the fair value of stock options granted using the Binomial option
pricing model during the applicable periods. The valuation methodologies, approaches and assumptions applied were consistent with the American Institute of Certified Public Accountants’ Audit and Accounting Practice Aid
Series: Valuation of Privately-Held-Company Equity Securities Issued as Compensation . The November 2024 Valuation
was performed using an income approach, specifically a discounted cash flow (“ DCF ”) method, based on the Company’s projected financial performance at the time. The determination of the fair value of the ordinary shares requires
complex and subjective judgments to be made regarding the projected financial and operating results, the Company’s unique business risks, and operating history and prospects at the time of valuation. The income approach involves applying
appropriate discount rates to estimated cash flows that are based on earnings forecasts. The major assumptions used in calculating the fair value of ordinary shares include the following:

 •

 Discount rates: the discount rates were based on the weighted average cost of capital, which was
determined based on a consideration of the factors including risk-free rate, comparative industry risk, equity risk premium, company size and non-systemic risk factors.

 •

 Comparable companies: In deriving the weighted average cost of capital used as the discount rates under
the income approach at the valuation date, six publicly traded companies were selected for reference as guideline companies based on the following criteria: (i) they operate in similar industries as we do, and (ii) their shares are
publicly traded in develope

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 25, 2025

Moore Xin Jin
Director and Chief Executive Officer
Antalpha Platform Holding Company
Suntec Tower 2, 9 Temasek Boulevard
#13-01/02/03, Singapore, 038989

 Re: Antalpha Platform Holding Company
 Registration Statement on Form F-1
 Filed April 18, 2025
 File No. 333-286629
Dear Moore Xin Jin:

 We have reviewed your 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 April 14,
2025 letter.

Registration Statement on Form F-1
Summary Combined and Consolidated Financial Data, page 17

1. Please revise your per share data to reflect the following:
 Revise the income and loss per share information to reflect your
April 18, 2025
 reverse stock split.
 Revise your 2024 basic and diluted weighted average common shares
outstanding
 to properly reflect the post-split diluted shares of 19,425,638 as
presented on page
 F-4.
Enforceability of Civil Liabilities, page 88

2. We note your added disclosure on pages 76 and 88 in response to prior
comment 3,
 which states in part, "For example, Mr. Paul Guanning Liang, our
director and chief
 financial officer, and Mr. Yang Wang, our director, reside in Hong Kong"
(emphasis
 April 25, 2025
Page 2

 added). Please supplementally confirm whether you have identified all of
your
 directors and executive officers that are located in China or Hong Kong
and, if not,
 revise your disclosure to identify the relevant individuals and discuss,
both in the
 enforceability of civil liabilities section and the related risk factor,
the difficulty of
 bringing actions against them and enforcing judgments against them.
Notes to Combined and Consolidated Financial Statements
Note 6. Crypto assets held, page F-23

3. We note your response to prior comment 6 and your revised disclosures on
page F-
 24. Please also revise related disclosures on pages 107, 148 and F-36 to
conform.
 Further, please tell us and enhance the description of proceeds of
amounts due to
 related party and repayments of amount due to related party, to clarify
the nature of
 the underlying activity considering revised disclosures to separately
present crypto
 activities for revenue, costs and expenses, loan borrowings and
repayments, collateral
 receipts and remittances and BTC loan interest receipts and remittances.
 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 Michelle Miller at 202-551-3368 or Mark Brunhofer at
202-551-3638
if you have questions regarding comments on the financial statements and
related
matters. Please contact Irene Paik at 202-551-6553 or David Lin at 202-551-3552
with any
other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Crypto Assets
cc: Brian V. Breheny, Esq.
</TEXT>
</DOCUMENT>

CORRESP
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 filename1.htm

 CORRESP

 S KADDEN , A RPS , S LATE ,
M EAGHER & F LOM LLP

         

 1440 NEW YORK AVENUE, N.W.
 WASHINGTON, D.C. 20005-2111

 FIRM/AFFILIATE
 OFFICES ____
 BOSTON
 CHICAGO HOUSTON
 LOS ANGELES NEW YORK
 PALO ALTO WILMINGTON
 ____
 ABU DHABI BEIJING
 BRUSSELS FRANKFURT
 HONG KONG LONDON
 MUNICH PARIS
 SÃO PAULO SEOUL
 SINGAPORE TOKYO
 TORONTO

   

 TEL: (202) 371-7000
 FAX: (202) 393-5760
 www.skadden.com

 DIRECT DIAL 202-371-7180 EMAIL ADDRESS
 BRIAN.BREHENY@SKADDEN.COM

 April 18, 2025

 VIA EDGAR
 Ms. Michelle Miller
 Mr. Mark Brunhofer
 Ms. Irene Paik
 Mr. David Lin
 Division of Corporation Finance
 Office of Crypto Assets
 U.S. Securities and Exchange Commission
 100 F Street, NE
 Washington, D.C. 20549

    

 Re:

 Antalpha Platform Holding Company
 Amendment No. 3 to Draft Registration Statement on Form F-1
 Submitted April 1, 2025 CIK
No. 0002044255
 Dear Ms. Miller, Mr. Brunhofer, Ms. Paik and Mr. Lin:
 On behalf of our client, Antalpha Platform Holding Company, a foreign private issuer organized under the laws of the Cayman Islands (the
“ Company ”), we submit to the staff (the “ Staff ”) of the Securities and Exchange Commission (the “ Commission ”) this letter setting forth the Company’s responses to the comments contained in the
Staff’s letter dated April 14, 2025 on the Company’s revised draft registration statement on Form F-1 confidentially submitted on April 1, 2025 (the “ Draft Registration
Statement ”). Concurrently with the submission of this letter, the Company is filing the registration statement on Form F-1 (the “ Registration Statement ”) and certain exhibits via EDGAR with the Commission. In accordance with the Jumpstart Our Business Startups Act, as amended, the Company is, concurrently with the
Registration Statement, filing the draft registration statement and all amendments thereto that were previously submitted for the non-public review of the Staff.

 U.S. Securities and Exchange Commission
 April 18, 2025 Page
 2
 The Company plans to
file an amendment to the Registration Statement containing a preliminary prospectus with estimated price range and offering size, and launch the road show for the offering as soon as possible but not earlier than 15 days after the date hereof. The
Company would appreciate the Staff’s timely assistance and support to the Company in meeting the proposed timetable for the offering.
 The Staff’s comments are repeated below in bold and are followed by the Company’s responses. The Company has included page
references in the Registration Statement where the language addressing a particular comment appears. Capitalized terms used but not otherwise defined herein have the meanings set forth in the Registration Statement.
 Amendment No. 3 to Draft Registration Statement on Form F-1
 Prospectus Summary Summary of Risk Factors,
page 9

 1.
 We note your risk factor disclosure at pages 26 – 27 and 30 – 32, respectively, that if
Bitmain or Northstar are “perceived or deemed to be” China-based companies, they could face significant risks and uncertainties that are inherent in operating in China. We also note your disclosures that (i) you are the primary
lending partner for Bitmain and that your business is closely tied to Bitmain’s operations and financial condition; and (ii) Northstar is your primary funding partner, which has historically provided almost all of the funding for the loans
you originated. Please revise the “Summary of Risk Factors” to disclose the risks attendant to your strategic relationships with Bitmain and Northstar and any related risks and uncertainties inherent to operating in China that they could
face. In response to the Staff’s comment, the Company has revised the disclosure on pages 10 and 11 of the
Registration Statement. Risk Factors
 The regulatory environment in mainland China and Hong Kong is complex and evolving..., page 41

 2.
 We note that the second paragraph of this risk factor discusses the PRC government’s significant
oversight and discretion over the conduct of business in China and its oversight over Hong Kong. Please also discuss the risks attendant to doing business with Bitmain and Northstar in this paragraph. In this regard, we note your risk factor
disclosure at pages 26 – 27 and 30 – 32. In response to the Staff’s comment, the Company has
revised the disclosure on pages 41 and 42 of the Registration Statement. Enforceability of Civil Liabilities, page 87

 3.
 We note your disclosure that a “majority of [y]our directors and executive officers are nationals or
residents of jurisdictions other than the United States….” Please revise to clarify whether any of such individuals are located in China or Hong Kong. If so, please identify the relevant individuals and discuss, both here and in a related
risk factor, the difficulty of bringing actions against them and enforcing judgments against them. For example, revise to discuss more specifically the limitations on investors being able to effect service of process and enforce civil liabilities in
China or Hong Kong, lack of reciprocity and treaties, and cost and time constraints.

 U.S. Securities and Exchange Commission
 April 18, 2025 Page
 3
 In response to the
Staff’s comment, the Company has revised the disclosure on pages 76, 88 and 89 of the Registration Statement.

 4.
 In your next amendment, to the extent your revised disclosure on enforceability of civil liabilities is
based on an opinion of counsel(s) covering each jurisdiction, you should identify counsel and file the consent of counsel as an exhibit to the registration statement. If you did not consult counsel, please state as much and disclose that an opinion
was not obtained, as applicable. In this regard, for example, we note your disclosure in the risk factor at page 75 headed, “You may face difficulties in protecting your interests…,” that your “management has been advised that
Singapore and Hong Kong do not have treaties providing for the reciprocal recognition and enforcement of judgments of courts with the United States.” Please also make conforming changes to your risk factor disclosure, as applicable.
 In response to the Staff’s comment, the Company has revised the disclosure on pages 76, 88 and 89 of the
Registration Statement. The relevant consents of counsel have been filed as Exhibits 23.2 (included in Exhibit 5.1), 23.3 and 23.4. Business
 Our Customers, page 117

 5.
 We note your illustrative case study disclosures of how your customers benefit from your products and
services. Please tell us and enhance your disclosures related to Customers B and C to clarify how the 538% and 460% increases to these customers’ original loans, respectively, represent value to them when the increases are related to borrowings
owed to you. In response to the Staff’s comment, the Company has revised the disclosure on page 120 of the
Registration Statement. Notes to Combined and Consolidated Financial Statements
 Note 6. Crypto assets held, page F-23

 6.
 We note your response to prior comment 12 and that with your Reorganization, in your role as agent for
Bitcoin loans on behalf of Northstar, via Antalpha Prime, you collect the crypto assets from both parties (i.e. customer and Northstar) and remit them to the other party, that the amounts are shown in the rollforward on page F-24 and that at loan inception, the customer will pay collateral in the form of Bitcoin and will receive the loan proceeds in the form of USDT. When the loan is closed, the customer will repay the loan in the form
of USDT and will receive back the Bitcoin collateral. Please address the following:

 •

 Revise your disclosure, consistent with your response, to indicate that effective with your Reorganization in
your role as agent, you both collect and remit funds to both parties at inception and repayment of the loan. Otherwise, explain to us why this assertion might not be true in conjunction with the bullets that follow.

 U.S. Securities and Exchange Commission
 April 18, 2025 Page
 4
 In response to the
Staff’s comment, the Company has revised the disclosure on page F-7 and F-24 to indicate that effective with the Reorganization, in their role as agent, the Company
both collects and remits funds to both parties at inception and repayment of the loan.

 •

 Tell us and revise your captions to clarify how “proceeds of amount due to related party” and
“repayment of amount due to related party” reflect the customer side of the Bitcoin loan transactions and tell us your consideration for disaggregating and separately presenting them. In your response, tell us how the following are
reflected in the rollforward on page F-24, separately telling us each amount for 2024:

 o
 receipts and remittances of Northstar funding of loans in USDT;

 o
 receipts and remittances of customer repayments of loans in USDT;

 o
 receipts and remittances of Bitcoin collateral to Northstar upon funding of loans; and

 o
 receipts and remittances of Bitcoin collateral back to customers upon loan repayment.
 In response to the Staff’s comment, the Company has revised the disclosure on page
 F-7 and F-24 to clearly differentiate between the different types of transactions mentioned above and reflect the respective fund flows for both loan principal and
collateral. The Company has also revised the disclosure to clearly indicate that the newly disaggregated lines item related to “BTC loans” reflect the collection and remittance of funds to the customer and Northstar at inception and
repayment of the loan.

 •

 Tell us why the two line items addressed in the preceding bullet (i.e., “proceeds of amount due to
related party” and “repayment of amount due to related party”) are not presented as four line items each for collateral and for loan principal consistent with your presentation for mining machine and hashrate loans that you originate
and for the related collateral. The Company respectfully advises the Staff to refer to the above response. Line
items related to BTC loans have now been disaggregated in a manner consistent with supply chain loans.

 •

 In your response to the preceding two bullets, tell us whether:

 o
 proceeds of amounts due to related party of $615.4 million in Bitcoin represents solely
amounts received from customers via Antalpha Prime to be remitted Northstar at loan inception or whether it also includes amounts received from Northstar to be repaid to customers upon loan repayment;
 In response to the Staff’s comment, the Company respectfully submits that the previous line “proceeds of amounts due to related
party” included both amounts received from customers via Antalpha Prime to be remitted to Northstar at loan inception and amounts received from Northstar to be repaid to customers upon loan repayment. To clarify, the Company has updated the
disclosure on F-7 and F-24 to separately report these amounts as “BTC loan collateral collected from customer” and “BTC loan collateral collected from
related party.”

 U.S. Securities and Exchange Commission
 April 18, 2025 Page
 5

 o
 repayment of amounts due to related party of $615.7 million in Bitcoin represents solely amounts
remitted to Northstar via Antalpha Prime received from Northstar’s customers at loan inception or whether it also includes amounts remitted to customers upon loan repayment;
 In response to the Staff’s comment, the Company respectfully submits that the previous line “repayment of amounts due to related
party” included both amounts remitted to Northstar via Antalpha Prime received from Northstar’s customers at loan inception and amounts remitted to customers upon loan repayment. To clarify, the Company has updated the disclosure on F-7 and F-24 to separately report these amounts as “BTC loan collateral remitted to related party” and “BTC loan collateral returned to customer.”

 o
 proceeds of amounts due to related party of $505.2 million in USDT actually represents solely amounts
received from Northstar to be remitted to customers via Antalpha Prime at loan inception or whether it also includes amounts received from customers upon loan repayment; and
 The Company respectfully advises the Staff to refer to the response above related to the line item previously labeled “proceeds of amounts
due to related party.” We note that this line item also previously included interest payments collected from customers to be remitted to Northstar. This has now been broken out as the line item labeled “BTC loan interest collected from
customer.”

 o
 repayment of amounts due to related party of $504.8 million in USDT actually represents solely amounts
remitted to customers via Antalpha Prime that were received from Northstar at loan inception or whether it also includes amounts remitted to Northstar upon loan repayment by customers.
 The Company respectfully advises the Staff to refer to the response above related to the line item previously labeled “repayment of
amounts due to related party.” We note that this line item also previously included the interest payments collected from customers remitted to Northstar. This has now been broken out as the line item labeled “BTC loan interest remitted to
related party.” *    *    *

 U.S. Securities and Exchange Commission
 April 18, 2025 Page
 6
 If you have any
questions regarding the Revised Draft Registration Statement, please contact the undersigned, partner at Skadden, Arps, Slate, Meagher & Flom LLP, by phone at (202) 371-7180 or via e-mail at brian.breheny@skadden.com.

 Very truly yours,

 /s/ Brian V. Breheny

 Brian V. Breheny

 cc:

 Mr. Moore Xin Jin, Director and Chief Executive Officer, Antalpha Platform Holding Company
 Mr. Paul Guanning Liang, Chief Financial Officer, Antalpha Platform Holding Company
 Mr. Ryan J. Dzierniejko, Esq., Partner, Skadden, Arps, Slate Meagher & Flom LLP
 Mr. David Lopez, Esq., Partner, Cleary Gottlieb Steen & Hamilton LLP
 Mr. Adam Fleisher, Esq., Partner, Cleary Gottlieb Steen & Hamilton LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 14, 2025

Xin Jin
Director and Chief Executive Officer
Antalpha Platform Holding Company
Suntec Tower 2, 9 Temasek Boulevard
#13-01/02/03, Singapore, 038989

 Re: Antalpha Platform Holding Company
 Amendment No. 3 to Draft Registration Statement on Form F-1
 Submitted April 1, 2025
 CIK No. 0002044255
Dear Xin Jin:

 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 March 20, 2025 letter.

Amendment No. 3 to Draft Registration Statement on Form F-1
Prospectus Summary
Summary of Risk Factors, page 9

1. We note your risk factor disclosure at pages 26 27 and 30 32,
respectively, that if
 Bitmain or Northstar are "perceived or deemed to be" China-based
companies, they
 could face significant risks and uncertainties that are inherent in
operating in China.
 We also note your disclosures that (i) you are the primary lending
partner for Bitmain
 and that your business is closely tied to Bitmain's operations and
financial condition;
 and (ii) Northstar is your primary funding partner, which has
historically provided
 almost all of the funding for the loans you originated. Please revise
the "Summary of
 April 14, 2025
Page 2

 Risk Factors" to disclose the risks attendant to your strategic
relationships with
 Bitmain and Northstar and any related risks and uncertainties inherent
to operating in
 China that they could face.
Risk Factors
The regulatory environment in mainland China and Hong Kong is complex and
evolving...,
page 41

2. We note that the second paragraph of this risk factor discusses the PRC
government's
 significant oversight and discretion over the conduct of business in
China and its
 oversight over Hong Kong. Please also discuss the risks attendant to
doing business
 with Bitmain and Northstar in this paragraph. In this regard, we note
your risk factor
 disclosure at pages 26 27 and 30 32.
Enforceability of Civil Liabilities, page 87

3. We note your disclosure that a "majority of [y]our directors and
executive officers are
 nationals or residents of jurisdictions other than the United States
." Please revise to
 clarify whether any of such individuals are located in China or Hong
Kong. If so,
 please identify the relevant individuals and discuss, both here and in a
related risk
 factor, the difficulty of bringing actions against them and enforcing
judgments against
 them. For example, revise to discuss more specifically the limitations
on investors
 being able to effect service of process and enforce civil liabilities in
China or Hong
 Kong, lack of reciprocity and treaties, and cost and time constraints.
4. In your next amendment, to the extent your revised disclosure on
enforceability of
 civil liabilities is based on an opinion of counsel(s) covering each
jurisdiction, you
 should identify counsel and file the consent of counsel as an exhibit to
the registration
 statement. If you did not consult counsel, please state as much and
disclose that an
 opinion was not obtained, as applicable. In this regard, for example, we
note your
 disclosure in the risk factor at page 75 headed, "You may face
difficulties in
 protecting your interests ," that your "management has been advised
that Singapore
 and Hong Kong do not have treaties providing for the reciprocal
recognition and
 enforcement of judgments of courts with the United States." Please also
make
 conforming changes to your risk factor disclosure, as applicable.
Business
Our Customers, page 117

5. We note your illustrative case study disclosures of how your customers
benefit from
 your products and services. Please tell us and enhance your disclosures
related to
 Customers B and C to clarify how the 538% and 460% increases to these
customers'
 original loans, respectively, represent value to them when the increases
are related to
 borrowings owed to you.
Notes to Combined and Consolidated Financial Statements
Note 6. Crypto assets held, page F-23

6. We note your response to prior comment 12 and that with your
Reorganization, in
 your role as agent for Bitcoin loans on behalf of Northstar, via
Antalpha Prime, you
 collect the crypto assets from both parties (i.e. customer and
Northstar) and remit
 April 14, 2025
Page 3

 them to the other party, that the amounts are shown in the rollforward
on page F-24
 and that at loan inception, the customer will pay collateral in the form
of Bitcoin and
 will receive the loan proceeds in the form of USDT. When the loan is
closed, the
 customer will repay the loan in the form of USDT and will receive back
the Bitcoin
 collateral. Please address the following:
 Revise your disclosure, consistent with your response, to indicate
that effective
 with your Reorganization in your role as agent, you both collect and
remit funds
 to both parties at inception and repayment of the loan. Otherwise,
explain to us
 why this assertion might not be true in conjunction with the bullets
that follow.
 Tell us and revise your captions to clarify how "proceeds of amount
due to related
 party" and "repayment of amount due to related party" reflect the
customer side of
 the Bitcoin loan transactions and tell us your consideration for
disaggregating and
 separately presenting them. In your response, tell us how the
following are
 reflected in the rollforward on page F-24, separately telling us
each amount for
 2024:
 o receipts and remittances of Northstar funding of loans in USDT;
 o receipts and remittances of customer repayments of loans in
USDT;
 o receipts and remittances of Bitcoin collateral to Northstar upon
funding of
 loans; and
 o receipts and remittances of Bitcoin collateral back to customers
upon loan
 repayment.
 Tell us why the two line items addressed in the preceding bullet
(i.e., "proceeds of
 amount due to related party" and "repayment of amount due to related
party") are
 not presented as four line items each for collateral and for loan
principal
 consistent with your presentation for mining machine and hashrate
loans that you
 originate and for the related collateral.
 In your response to the preceding two bullets, tell us whether:
 o proceeds of amounts due to related party of $615.4 million in
Bitcoin
 represents solely amounts received from customers via Antalpha
Prime to be
 remitted Northstar at loan inception or whether it also
includes amounts
 received from Northstar to be repaid to customers upon loan
repayment;
 o repayment of amounts due to related party of $615.7 million in
Bitcoin
 represents solely amounts remitted to Northstar via Antalpha
Prime received
 from Northstar's customers at loan inception or whether it also
includes
 amounts remitted to customers upon loan repayment;
 o proceeds of amounts due to related party of $505.2 million in
USDT actually
 represents solely amounts received from Northstar to be
remitted to
 customers via Antalpha Prime at loan inception or whether it
also includes
 amounts received from customers upon loan repayment; and
 o repayment of amounts due to related party of $504.8 million in
USDT
 actually represents solely amounts remitted to customers via
Antalpha Prime
 that were received from Northstar at loan inception or whether
it also
 includes amounts remitted to Northstar upon loan repayment by
customers.
 April 14, 2025
Page 4

 Please contact Michelle Miller at 202-551-3368 or Mark Brunhofer at
202-551-3638
if you have questions regarding comments on the financial statements and
related
matters. Please contact Irene Paik at 202-551-6553 or David Lin at 202-551-3552
with any
other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Crypto
Assets
cc: Brian V. Breheny, Esq.
</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 20, 2025

Xin Jin
Director and Chief Executive Officer
Antalpha Platform Holding Company
Suntec Tower 2, 9 Temasek Boulevard
#13-01/02/03, Singapore, 038989

 Re: Antalpha Platform Holding Company
 Amendment No. 2 to Draft Registration Statement on Form F-1
 Submitted March 5, 2025
 CIK No. 0002044255
Dear Xin Jin:

 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 February 20, 2025 letter.

Amendment No. 2 to Draft Registration Statement on Form F-1
General

1. We note your revised disclosure on page 88 in response to prior comment
1 that your
 subsidiaries in Hong Kong provide "operational support to [y]our
business, including
 IT, administrative and finance support." With a view toward revised
disclosure, please
 tell us in greater detail the nature of the IT, administrative and
finance support that
 your Hong Kong subsidiaries provide to you and the materiality of their
operations to
 your business in both quantitative and qualitative terms. Please note
that we may have
 further comments.
 March 20, 2025
Page 2
2. We note your disclosure on pages 8, 91 and 121 that 77.4% of your loans
outstanding
 as of December 31, 2024 were issued to borrowers located in Asia. Please
tell us the
 percentage of loans outstanding to borrowers located in Hong Kong and
China,
 respectively, as of such date.
Prospectus Summary
Overview, page 1

3. We note your disclosure in response to prior comment 2 that you
initially built your
 relationship with Bitmain through your network of Bitcoin miners. With a
view
 toward revised disclosure, please tell us whether Northstar was
previously directly
 owned and/or operated by the CEO and founder of Bitmain.
Risk Factors
We deposit certain fund and crypto assets with licensed payment service
provider..., page 44

4. We note your response to prior comment 5 that you are unable to
disclose, other than
 Cobo, the identities of the licensed payment service providers and
financial
 institutions at which you deposit certain funds and crypto assets you
hold as collateral,
 because you do not have consent from the other licensed payment service
providers
 and financial institutions to do so. Please supplementally confirm
whether you have
 disclosed the identities of the material licensed payment service
providers and other
 financial institutions at which you deposit funds and crypto assets in
this regard, and
 revise your disclosure as appropriate.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Key Operating and Financial Metrics
Total loans outstanding, page 89

5. Please tell us and enhance to disclose how loan repayments of $42.1
million and
 $587.6 million for years ended December 31, 2023 and 2024, respectively,
reconcile
 to loans repaid by customers of $17.8 million and $605.5 million in
USDT,
 respectively, as disclosed in your crypto asset activity schedule on
page F-24, plus
 $0.4 million repaid in USDC in 2023 as disclosed in your supplemental
schedule of
 non-cash investing and financing activities on page F-7 and $1.7 million
repaid in
 cash in 2024 from your cash flow statement on page F-6.
Liquidity and Capital Resources
Cash Flows, page 103

6. We note your response to prior comment 11 and revised disclosures. It
appears that
 for the periods presented, your operating cash uses were generally
related to non-
 funding operating expenses and despite the 400%+ increase in total
revenues, were
 overall in-line for the periods presented. Please enhance to disclose if
you expect such
 cash operating expenses to remain constant and/or which expenses you
expect may
 increase or decrease based on increases or decreases in total revenues
and funding
 expenses.
 March 20, 2025
Page 3
Business
Commercial Framework Agreement, page 118

7. We note your revised disclosure in response to prior comment 15 and
re-issue the
 comment in part. Please revise your disclosure to address whether, prior
to the 2024
 Reorganization, the company was subject to the laws of Hong Kong and/or
China and
 could continue to be liable for any actions taken during the time that
it was a sister
 company to Northstar. Also, please disclose any material risks of
noncompliance with
 the laws of Hong Kong and/or China with respect thereof, including those
attendant to
 the company's indemnification obligations under the Commercial Framework
 Agreement.
Crypto Assets in Our Business, page 125

8. Please revise to identify the licensed cryptocurrency exchange with whom
you have
 opened an account to exchange your crypto assets from time to time, as
you reference
 on page 126 in response to prior comment 18, or advise us why such
disclosure is not
 material.
Notes to Combined and Consolidated Financial Statements
Note 3. Summary of Significant Accounting Policies
Allowance for expected credit losses, page F-14

9. We note your response to prior comment 22 and your enhanced disclosures
on page F-
 14 in which you indicate:
 that under hashrate loans you are financing the borrower s mining
machine
 operating expenses each month in arrears;
 that both contractually and operationally, the Bitcoin generated
from the mining
 machine adds to the customer s collateral on a daily basis for the
duration of the
 loan(s) even when the LTV is under 100%; and
 that contractually you can suspend the issuance of new hashrate
loans.
 Tell us and enhance your disclosures to clarify how you are able to
ensure that if you
 suspend the issuance of new hashrate loans to finance operating
expenses, you can be
 assured that the customer will be able to continue its mining hashrate
without your
 funding in order to contribute Bitcoin on a daily basis to its
collateral requirement.
10. In your disclosure you indicate that you would recognize credit losses
for loans with a
 collateral shortfall where you do not reasonably expect the customer to
replenish the
 shortfall. You also disclose that no portfolio had an LTV above 100% as
of each
 balance sheet date. Please address the following:
 Given that crypto assets, including Bitcoin, have historically
experienced
 significant price volatility, and given that Bitcoin represents a
substantial portion
 of your current collateral position, tell us whether you have means
under your
 loan agreements, other than the suspension of hashrate funding and
accumulation
 of mined Bitcoin as collateral, to request additional collateral if,
for instance the
 price of Bitcoin drops drastically and LTVs exceed 100%.
 o If so, revise your collateral maintenance disclosures to discuss
your ability to
 request additional collateral.
 March 20, 2025
Page 4

 o If not, tell us how you meet the reasonable expectation
threshold in ASC
 326-20-35-6 to utilize the collateral maintenance practical
expedient for
 determining your allowance for expected credit losses.
 As any defaults are at the individual loan level, tell us why
disclosure of no
 portfolio having an LTV above 100% at each balance sheet date is
relevant. If
 true, revise your disclosure to indicate that no individual loans
have an LTV
 above 100% at each balance sheet date consistent with your response
to prior
 comment 24. In addition, separately tell us whether any individual
loan had an
 LTV above 100% during any period presented in your financial
statements. To the
 extent you had individual loans with an LTV above 100%, tell us:
 o The amounts of those loans;
 o The LTV of each loan;
 o Whether additional collateral was subsequently received causing
the LTV to
 drop below 100%; and
 o Whether any losses were incurred on those loans.

Crypto assets collateral receivable from related party, page F-15

11. We note your disclosure on page 34 that the rehypothecation of customer
Bitcoin to
 Northstar exposes you to significant counterparty risks, in part due to
the legal
 treatment of rehypothecated Bitcoin. Please enhance to disclose how you
monitor the
 credit quality and default risk of Northstar to ensure the recovery of
collateral from
 Northstar.
Revenue recognition
Technology platform fee, page F-19

12. We note your response to prior comment 23 and revised related Bitcoin
margin loan
 disclosures. We also note on page F-24, proceeds of amounts due to
related party and
 repayment of amounts due to related party of $1.121 billion, which are
comprised of
 Bitcoin, USDT and some ETH. Please address the following:
 Tell us and disclose the nature and/or underlying transactions to
which these
 amounts relate (including related disclosures on pages F-7 and
F-35). If for
 Bitcoin loans, explain why you reflect the receipt and repayment of
Bitcoin of
 $615 million, if such loans are typically funded in USDT.
 Tell us and disclose to explain, if and how the collateral received
back from
 Northstar upon the repayment of customer supply chain loans is then
remitted to
 Northstar as collateral for Bitcoin margin loans based on the
activity disclosed on
 page F-24.
 Tell us why the activity in these two lines increased from less than
$10 million in
 2023 and from around $38 million for the nine months ended September
30, 2024
 in your last submission to the around $1.121 billion amounts for the
whole year of
 2024.
Note 17. Share-based compensation, page F-31

13. Please address the following:
 March 20, 2025
Page 5

 Revise your disclosure to provide the weighted-average grant-date
fair value of
 equity options granted during the periods presented. Refer to ASC
718-10-50-
 2(d)(1).
 Revise your disclosure to indicate the number of service-based and
performance-
 based options granted that are included in the 10,183,000 options in
your
 November 2024 grant. Refer to ASC 718-10-50-2(g).
 Once you have an estimated offering price or range, please explain
to us how you
 determined the fair value of the common stock underlying your
November 2024
 and subsequent option issuances and the reasons for any differences
between the
 recent valuations of your common stock leading up to the IPO and the
estimated
 offering price. This information will help facilitate our review of
your accounting
 for equity issuances including stock compensation.
Note 21. Segment information, page F-36

14. We note from your policy disclosure on page F-22 that you early adopted
ASU 2023-
 07. As a result, please revise your disclosure to provide the
significant expense
 categories and amounts and the amount of other segment items for your
single
 segment as required by ASC 280-10-50-26A and 50-26B.
Note 23. Restatement of Prior Period Financial Statements, page F-38

15. Your original draft registration statement included an audited Combined
and
 Consolidated Statement of Cash Flows for the year ended December 31,
2023 which
 reported net cash provided by operating activities of $272 million, net
cash used in
 investing activities of $62 million and net cash provided by financing
activities of $19
 million with an audit opinion date of December 20, 2024. Consistent with
guidance in
 ASC 250-10-50-7(a), the effect of the restatement on the combined and
consolidated
 statement of cash flows should start with amounts reflected in your
originally
 submitted audited Combined and Consolidated Statement of Cash Flows for
the
 year ended December 31, 2023. Please revise accordingly.
 Please contact Michelle Miller at 202-551-3368 or Mark Brunhofer at
202-551-3638
if you have questions regarding comments on the financial statements and
related
matters. Please contact Irene Paik at 202-551-6553 or David Lin at 202-551-3552
with any
other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Crypto
Assets
cc: Brian V. Breheny, Esq.
</TEXT>
</DOCUMENT>

February 20, 2025
Xin Jin
Director and Chief Executive Officer
Antalpha Platform Holding Company
Suntec Tower 2, 9 Temasek Boulevard
#13-01/02/03, Singapore, 038989
Re:Antalpha Platform Holding Company
Amendment No. 1 to Draft Registration Statement on Form F-1
Submitted February 5, 2025
CIK No. 0002044255
Dear Xin Jin:
            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 January 23, 2025 letter.
Amendment No. 1 to Draft Registration Statement on Form F-1
General
We note your response to prior comment 1. As we continue to evaluate your response,
please address the following points in your next amendment or response letter, as
applicable:
•In an appropriate section of the prospectus, please describe in detail the nature of
the "operational support" that your subsidiaries in Hong Kong provide, as
referenced in your response.

 1.

February 20, 2025
Page 2
•You state in your response letter that "Mr. Hua is a resident of Hong Kong, Ms.
Yuan Fang is a Canadian citizen and Ms. Anggun Mulia Fortunata is an Indonesia
citizen." Please tell us where Ms. Yuan Fang and Ms. Anggun Mulia Fortunata
reside.
We may have further comments.
Prospectus Summary
Overview, page 1
2.We note your disclosure on page 1 that you have established "unique strategic
relationships with Bitmain and Northstar." Please revise your disclosure here to
clarify how you built these strategic relationships and discuss your previous
arrangement as related entities. Please also disclose in the Prospectus Summary
that Mr. Ketuan Zhan, founder of Bitmain, is the settlor and beneficiary of the
irrevocable trust that owns Northstar.
Risk Factors
Risks Related to Our Business, page 19
3.We note your response to prior comment 1. We also note your risk factors on pages
28 and 29 highlighting your dependence on Bitmain and Northstar, which are based in
China and Hong Kong, respectively. Please expand your disclosure to discuss any
legal or operational risks related to your dependence on Bitmain and Northstar in this
regard, which appear to be subject to the laws and regulations of China and/or Hong
Kong.
We rely on business partners and third-party service providers..., page 40
4.We note your disclosure that crypto assets held as collateral are stored with third
parties and that you rely on third-party service providers to safeguard such crypto
assets. Please revise your disclosure to specify the third parties that hold and
safeguard your crypto assets held as collateral.
We deposit certain fund and crypto assets with licensed payment service provider..., page 41
5.We note your disclosure that you currently deposit certain funds and crypto assets that
you hold as collateral in accounts maintained at "licensed payment service provider
and other financial institutions." Please tell us, with a view to revised disclosure, who
the licensed payment service provider(s) and other financial institutions are.
We have limited insurance coverage..., page 42
6.We note your revised disclosure in response to prior comment 13 that "none of the
crypto assets held by us as collateral  are insured" (emphasis added). Please revise to
clarify whether any of the crypto assets held by you are insured (not just crypto assets
held as collateral). In this regard, please disclose the types of insurance coverage you
carry, if any, including any insurance that you or the third-party custodian with which
you transact carries covering crypto assets held on your behalf.

February 20, 2025
Page 3
Corporate History and Structure, page 85
7.We note your response to prior comment 15 and re-issue in part. Please disclose the
location of the principal executive offices of Antalpha Holding Company, Antalpha
Technologies Holding Company, and your five subsidiaries, respectively.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Key Operating and Financial Metrics
Total loans outstanding, page 86
8.In an effort to provide investors with a fulsome understanding of your operations,
please address the following:
•Disclose the number of mining machine loans, hashrate loans and Bitcoin loans as
of the periods presented.
•Tell us and enhance your disclosures whether your borrowers are able to refinance
loans and the terms thereof.
•If borrowers are able to refinance loans, disaggregate new loans originated and
repayments to separately present refinancing activities.
•Tell us and enhance your disclosures to clarify how an increase in refinancing
from supply chain loan customers would result in an increase in new Bitcoin loans
as indicated on pages 87 and 88.
•Tell us and enhance your disclosures to clarify the relationship between supply
chain loans and bitcoin collateral activity, and Bitcoin loans, if any.
Loan to value of collateral (LTV), page 90
9.You disclose that using the combined collateral of Bitcoin and mining machines
pledged to you, the LTV on your supply chain loan portfolio was approximately 54%
and 62% as of December 31, 2023 and September 30, 2024, respectively. Please
revise, if correct, to clarify that the LTV calculated includes consideration of hashrate
loans. Otherwise, revise the percentages you disclose to include the hashrate loan
balances.
Liquidity and Capital Resources, page 98
10.We note your response to prior comment 20 and your enhanced disclosures. Please
enhance your disclosure to clarify how settling the substantial majority of your
revenues and funding costs in crypto assets impacts your cash and cash equivalents
and working capital requirements.
Cash Flows, page 99
We note your response to prior comment 22 and revised disclosures. However, the
uses of and drivers of your cash flows remains unclear from your disclosures. For
example, your disclosures reflect a trend of cash "used" for operating activities as a
result of settlement of revenues, offset by funding costs, in crypto assets. Please revise
your disclosure to provide a quantitative and qualitative analysis of the drivers of the
change in cash flows  between periods, the impact to future trends and expected cash
needs to provide a sufficient basis to understand changes in cash between periods as
well as future cash requirements and resources. Please also disclose in your 11.

February 20, 2025
Page 4
supplemental schedule of non-cash activities, operating expenses settled in crypto
assets. Refer to Item 5.B of Form 20-F and Sections 1.B. and IV.B. of Release No. 33-
8350 and Release No. 33-10890 for guidance.
Quantitative and Qualitative Disclosures about Market Risk, page 104
12.We note your response to prior comment 24 and your enhanced disclosures. In your
interest rate risk discussion, please clarify if true, that a 100 basis point increase or
decrease in the USD benchmark interest rate would result in a corresponding increase
or decrease  in operating income of approximately $1.2 million, $0.5 million, and $3.2
million for the year ended December 31, 2023, and the nine months ended September
30, 2023, and September 30, 2024, respectively. In this regard, we note that your
current disclosure does not indicate the direction of the impact on your operating
income.
Business
Northstar, page 113
13.We note your revised disclosure on page 113 in response to prior comment 26. Please
further clarify your role in the loan process with respect to machine loans and hashrate
loans, including whether Northstar is a party to the loan agreements with customers,
Northstar's rights with respect to defaults on loans, whether you receive the principal
and interest payments on loans, whether you take possession of secured Bitcoin, and if
so, your custody arrangements with respect to the Bitcoin and how long it remains in
your possession, and any remedies the company may have against Northstar if the
collateral cannot be returned.
14.We note your revised disclosure on page 113 in response to prior comment 31. We
also note your response that since you are no longer affiliated with Northstar, you are
not in a position to definitively comment on Northstar's activities beyond its
relationship with you. However, since Northstar has "historically provided almost all
of the funding for the loans [you] originated," please provide more detailed
information regarding Northstar's business operations, including in the Prospectus
Summary, to the extent information is reasonably available. In particular, please
clarify in the Prospectus Summary whether Northstar is a bank, other financial
institution or other entity.
Commercial Framework Agreement, page 113
15.Please revise your disclosure to address whether, prior to the 2024 Reorganization, the
company was subject to the laws of Hong Kong or China and whether it will be liable
for any actions taken during the time that it was a sister company to Northstar. Please
disclose any indemnification obligations pursuant to the Commercial Framework
Agreement and update your risk factors as appropriate.
Cobo, page 114
Refer to your response and revised disclosure to prior comment 32. Please address the
following points in your next amendment or response letter, as applicable:
You disclose that you may terminate the framework agreement with Cobo upon •16.

February 20, 2025
Page 5
the occurrence of certain triggering events. Please revise to also disclose under
what circumstances this agreement may be terminated by Cobo, if applicable.
•We note your response to our request to file the framework agreement as an
exhibit to your registration statement. You state that the framework agreement is
“not a contract upon which the Company is substantially dependent for purposes
of Item 601(b)(10)(ii)(B), as the Company would be able to provide its services to
customers in the absence of the Cobo agreement.” Please provide us with a more
detailed analysis to support how you determined that your business is not
substantially dependent on the agreement. In this regard, we note that Cobo
appears to serve as the third-party custodian for all of your crypto assets,
including collateralized crypto assets for your loans, and your risk factor
disclosure on page 40 regarding your reliance upon third parties to safeguard your
crypto assets. Also, please explain in greater detail how you would be able to
provide your services to customers in absence of this agreement, as your response
indicates.
17.Please expand your disclosure regarding the Cobo framework agreement to address
the following points:
•Disclose how the private keys are held and identify the parties who have access to
the private key information.
•Briefly explain how the MPC technology provided by Cobo functions.
•Disclose what security precautions the custodian is required to undertake and
what inspection rights you have.
•Disclose whether any persons (e.g., auditors, etc.) are responsible for verifying the
existence of the crypto assets held by the custodian.
Crypto Assets in Our Business, page 121
18.We note your response to prior comment 35. Please clarify whether you have ever
exchanged crypto assets or fiat currency through a cryptocurrency exchange. To the
extent you have, please discuss the methodology used to calculate the conversion of
crypto assets to USD or other fiat currency in your lending process. If you are party to
an agreement with a cryptocurrency exchange, please disclose the material terms of
such agreement. Further, please clarify any extent to which Northstar has
handled such exchanges on your behalf, as applicable.
Combined and Consolidated Financial Statements, page F-1
19.We note you restated your 2023 audited Combined and Consolidated Statements of
Cash Flows, supplemental schedule of non-cash activities and crypto asset activities in
Note 6. Crypto assets held. Please note that in doing so you should obtain an updated
audit opinion that should reference a restatement footnote in accordance with
paragraph 12 of AU Section 420, label all restated activity as "restated" and include a
footnote describing the restatement in accordance with the requirements beginning at
ASC 250-10-50-07. Further, all related activity within the registration statement
should be labeled as "restated."

February 20, 2025
Page 6
Combined and Consolidated Balance Sheets, page F-3
20.We note your response to prior comment 38.  Please tell us whether you intend to
recharacterize the net parent investment as additional paid-in capital when you
provide your financial statements for the year ended December 31, 2024 and whether
you will then retroactively present additional paid-in capital on your December 31,
2023 balance sheet given that the historical period covered by your financial
statements will then reflect the completion of your 2024 Reorganization. If not, tell us
why not and explain why separate presentation of net parent investment from the
eventual additional paid-in capital from your contemplated offering is meaningful to
investors on a go-forward basis. In your response, clarify whether capital in excess of
par contributed by your parent has any significance compared to such capital
contributed by future investors.
Combined and Consolidated Statements of Cash Flows, page F-6
21.Please tell us your basis for classifying loan activities as operating and not investing
cash flows, including how you considered the guidance in ASC 230-10-45,
paragraphs 12 and 13.
Notes to Combined and Consolidated Financial Statements
Note 3. Summary of Significant Accounting Policies
Allowance for expected credit loss, page F-14
22.We note your response and revised disclosure related to prior comment 40 and your
disclosure that you apply the collateral maintenance provision practical expedient in
assessing your allowance for expected credit losses. ASC 326-20-35-6 requires a
reasonable expectation that the borrower will continue to replenish collateral if it falls
below the contractual maintenance level. Please tell us, and revise your disclosure as
necessary, how your policy complies with the requirement in ASC 326-20-35-6 in
order to apply the practical expedient. In your response, specifically tell us:
•The range and typical LTV contractual amount triggering additional collateral. In
this regard, we note your disclosure that for hashrate loans and bundled loans you
can suspend future lending if LTV ranges from 60% to 80%, but you do not
indicate when you require additional collateral.
•How you reasonably expect the borrower to replenish collateral when you merely
"may consider expected incremental mining rewards and market conditions in
whether additional collateral is necessary," when LTV approaches 100%.
Revenue Recognition
Technology platform fee, page F-18
In your response to comment 47 you indicate that Northstar's loans and your
technology platform fees are denominated in USD. Although you also indicate that
you disclose this information on page F-19, we note only disclosure that your
technology platform fees are denominated in USD. Please address the following:
Revise your disclosure throughout your filing to disclose that Northstar's bitcoin
loans are denominated in USD consistent with your response and clarify how
these loans are made. In this regard, it is unclear whether Northstar loans USD •23.

February 20, 2025
Page 7
and the borrower is obligated to purchase bitcoin with the loan proceeds or
whether Northstar actually loans bitcoin.

January 23, 2025
Xin Jin
Director and Chief Executive Officer
Antalpha Platform Holding Company
Suntec Tower 2, 9 Temasek Boulevard
#13-01/02/03, Singapore, 038989
Re:Antalpha Platform Holding Company
Draft Registration Statement on Form F-1
Submitted December 20, 2024
CIK No. 0002044255
Dear Xin Jin:
            We have reviewed your 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.
Draft Registration Statement on Form F-1 submitted December 20, 2024
General
1.We note that you earn most of your revenues pursuant to your agreements with
Bitmain and Northstar, which appear to be China and Hong Kong based companies,
respectively; two of your five subsidiaries are incorporated in Hong Kong; and Mr.
Yichun Hua, who appears to have been CFO of Bitmain, beneficially owns 77.9% of
the company. Please tell us your consideration for including specific and prominent
disclosure about the legal and operational risks associated with China-based
companies, including disclosure and risk factors addressing how cash is transferred
through your organization. For guidance, see Sample Letter to Companies Regarding
China-Specific Disclosures on our website.

January 23, 2025
Page 2
2.We note press releases and news stories regarding business activities that are not
discussed in the registration statement. Please tell us whether you still engage in these
activities, or no longer do because of the 2024 Reorganization or for other reasons. If
these activities are currently a material part of your operations, please provide
appropriate disclosure. In that regard, we note news reports about:
•Antalpha providing equity financing, including a press release about Antalpha
providing "tens of millions of dollars" in equity financing to Pando Group.
•Material ownership of, or continued business with, Metalpha. We note articles
about Antalpha owning 49% of Metalpha and that Antalpha is Metalpha's largest
customer.
3.Please provide us with supplemental copies of all written communication, as defined
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 you retained, or intend to retain, copies of those
communications.
Cover Page
4.We note that you are a "controlled company" within the meaning of the Nasdaq Stock
Market Rules. Please revise your cover page to disclose the identity of your
controlling shareholders and the voting power percentage your controlling shareholder
will hold after completion of the offering.
Prospectus Summary
Overview, page 1
5.We note your disclosure on page 2 comparing your revenues from September 30,
2023 to September 30, 2024. Please also provide disclosure comparing your net
income/(loss) from September 30, 2023 to September 30, 2024.
6.We note your disclosure on page 4 and elsewhere that Northstar is owned by the CEO
and founder of Bitmain. Please identify the CEO and founder of Bitmain to which you
are referring.
Our Competitive Strengths, page 3
7.We note your disclosure that your founder and management team have deeply rooted
experience in Bitcoin mining. Please disclose the identity of your founder.
Risk Factors, page 18
8.Please provide separately captioned risk factors discussing the potential conflicts of
interest arising from the other business interests of your "ultimate beneficiary owner"
referred to on page F-28. Name this individual, describe this person's other material
business interests, and provide sufficiently detailed discussions of existing or potential
conflicts of interest that may arise. By way of example only, we note from page F-28
that your "ultimate beneficiary owner" controls Bitmain, Antpool, Chanhua,
and SophGo. We also note your disclosure that Northstar is owned by the CEO and
founder of Bitmain, which your "ultimate beneficiary owner" controls.

January 23, 2025
Page 3
Risks Related to Our Business, page 18
9.We note your disclosure on pages 25-27. It appears that you are currently substantially
dependent on Bitmain and Northstar. Please disclose the specific risks that you face
due to this dependence. With respect to both Bitmain and Northstar, consider their
locations, regulations with which the companies must comply, their industries, the
specific markets that each company services, etc. and address how your company
would be impacted based on the risks encountered by Bitmain and Northstar.
We derive a significant portion of our revenues from financing activities relating to the
purchase of Bitcoin mining machines, page 22
10.We note your disclosure that block reward halving events could adversely affect
the market for Bitcoin mining machines. Please expand your disclosure to explain that
the method for creating new Bitcoin is mathematically controlled in a manner so that
the supply of Bitcoin grows at a pre-set schedule, providing the number of Bitcoin
outstanding as of a recent date and the total number of Bitcoin that can be mined.
Our existing portfolio contains loans to Bitcoin mining companies, page 25
11.We note your disclosure that your existing portfolio contains loans to borrowers
whose operations are "geographically concentrated in Asia and North America
(mainly in Texas, Arkansas, Montana and Indiana)." Please expand your disclosure to
identify the geographic concentrations of your loans in Asia as you do for North
America.
Our success and future growth depend significantly on our marketing efforts, page 25
12.Please address any risks attendant to your relationship with Bitmain being based on a
nonbinding memorandum of understanding and not a contract.
We have limited insurance coverage, page 40
13.We note that you "maintain various insurance policies to safeguard against risks and
unexpected events." Please expand your disclosure to specify the insurance policies
that you maintain.
Corporate History and Structure, page 80
14.We note your disclosure regarding the 2024 Reorganization. Please disclose the
reason for the separation and reorganization and clarify whether the 2024
Reorganization resulted in material changes in operation and/or personnel. In doing
so, discuss the lines of business of the entity or entities that previously provided the
products and services that Antalpha Platform Holding Company currently provides
and why your particular line of business was chosen to be separated. If and where
appropriate, please also disclose whether the 2024 Reorganization may impact the
company's results of operations. Please also revise the Prospectus Summary as
appropriate, including to disclose the relationship the company had to Bitmain and
Northstar prior to the 2024 Reorganization.
We note your corporate structure as of the date of this prospectus. Please provide
separate organizational charts of the Antalpha Business both prior to and after the 15.

January 23, 2025
Page 4
2024 Reorganization, identifying the entities involved, their jurisdiction of
incorporation, and the location of their principal executive offices. This should
include, but not be limited to, the jurisdiction of incorporation and the location of the
principal executive offices of your parent company and any subsidiaries. In addition,
please clarify whether Antalpha Holding Company continues to be your parent
company, and if so, display this in your organization chart. In doing so, please clarify
the distinction between Antalpha Technologies Holding Company, which appears to
beneficially own 77.9% of your shares, and Antalpha Holding Company.
Management's Discussion and Analysis of Financial Conditiona and Results of Operations
Key Operating and Financial Metrics
Bitcoin collateral value on loans facilitated, page 84
16.You disclose that you provide Hashrate loans and that these loans are collateralized by
the Bitcoins mined on specified machines over the duration of the loan. To provide a
comprehensive understanding of your business, please disaggregate Bitcoin mined
held as collateral for Hashrate loans, consistent with your disaggregation of loans and
related revenues.
17.You disclose that you service Bitcoin loans funded by Northstar and for which you do
not bear loan default risk. Please tell us and enhance your disclosures, how and why
you consider the Bitcoin collateral value on Bitcoin loans serviced in evaluating
customer capacity to do more financing with you.
18.Consistent with your disclosure on page 4, please enhance to disclose that you
rehypothecate Bitcoin collateral to Northstar that your customers pledge on their loans
from you.
Factors Affecting Our Results of Operations
Terms of our borrowings, page 86
19.You disclose that the collateral you provide on your borrowings is primarily in the
form of Bitcoin. Tell us and enhance your disclosures to explain the source of Bitcoin
that you use in collateralizing your borrowings.
Liquidity and Capital Resources, page 92
20.Please tell us and enhance your discussion to address how the potential decline in the
price and or value of Bitcoin collateral, below the value of loan payable to your
funding partner, would impact your working capital and the strategies you would
undertake to address.
Non-GAAP Measure, page 92
21.We note that you remove income tax expense/benefit from your Non-GAAP net
income (loss). As Non-GAAP net income performance measures should include
income taxes commensurate with the non-GAAP measure of profitability, please
either include the appropriate level of income taxes or change the title of your
measure to not imply that it is a net income performance measure. Refer to
Compliance and Disclosure Interpretations Question 102.11 on Non-GAAP Financial
Measures.

January 23, 2025
Page 5
Cash Flows, page 94
22.Your disclosure of net cash provided by/used in operating, investing and financing
activities appears to repeat information already provided in the statement of cash
flows. Please revise your disclosure to provide a quantitative and qualitative analysis
of the drivers of the change in cash flows between periods and impact to future trends
to provide a sufficient basis to understand changes in cash between periods. Refer to
Item 5.B of Form 20-F and Sections 1.B. and IV.B. of Release No. 33-8350 and
Release No. 33-10890 for guidance.
Critical Accounting Estimates, page 97
23.We note your disclosure of critical accounting estimates. Please enhance your
disclosure to provide qualitative and quantitative information necessary to understand
the estimation uncertainty and the impact your critical accounting estimates have had
or are reasonably likely to have on your financial condition and results of operations.
Your disclosure should explain why each critical accounting estimate is subject to
uncertainty and, to the extent the information is material and reasonably available,
discuss how much each estimate and/or assumption has changed over a relevant
period and the sensitivity of reported amounts to the underlying methods, assumptions
and estimates used, to the extent applicable. The disclosures should supplement, not
duplicate, the description of accounting policies or other disclosures in the notes to the
financial statements. Refer to Item 5.E of Form 20-F and Release No. 33-10890 for
additional guidance.
Quantitative and Qualitative Disclosures about Market Risk, page 98
24.You identify interest rate risk and crypto asset risk as market risks that could impact
future financial operating results. Please tell us how you have considered the guidance
in Instruction 3.A to Item 11(a) of Form 20-F in preparing your disclosures and
address the following in your response:
•Tell us why you are unable to estimate the impact to your financial results from
changes in interest rates considering the changes disclosed on page 83 and your
disclosure on page 109, that under the terms of your loan agreement, interest is
equal to the federal funds rate, plus a margin that varies from .2% to 1.2% per
annum.
•How you are able to identify the increased risk of significant loss if any asset held
as collateral declines in value or if a particular borrower or loan fails to perform as
expected but not provide underlying calculations of the increased risk of
significant loss when the substantial majority of collateral held is Bitcoin.

January 23, 2025
Page 6
Business
Overview, page 100
25.You disclose that mining machines purchased through your financing are already on-
rack and can be readily switched over to start mining Bitcoin. Please enhance to
disclose if the mining machines are new or used and the estimated average remaining
useful life.
26.We note your disclosure on page 103, "Northstar has historically provided almost all
of the funding for the loans we originated and we rehypothecate to Northstar the
Bitcoin collateral that our customers pledge on their loans from us." Please clarify
your role in the lending process and in taking security over the collateral. In particular,
clarify whether you borrow funds from Northstar in order to provide loans, or if
Northstar transfers the funds directly to borrowers or third parties. Please also clarify
the movement of collateralized Bitcoin during the term of the loan.
27.We note that your top three borrowers represented a majority of your revenue as of
September 30, 2024. Additionally, we note on page F-30 that four customers each
accounted for more than 10% of your total revenue for the nine months ended
September 30, 2024. Please revise this section to discuss this customer concentration.
Please disclose any material terms of your agreements with these customers. Lastly,
please file any material agreements with these entities if required by Item
601(b)(10)(ii)(B) of Regulation S-K.
Our Competitive Strenghts
Asset-light model, page 103
28.You disclose that you typically require a loan-to-value (LTV) on collateral of between
50% and 80% at loan origination, depending on the type of loan and other factors.
You also disclose that you require overcollateralization at origination. Tell us, and
enhance your disclosures throughout your registration statement, the type and
denomination of collateral, excluding the mining equipment, that results in
overcollateralization at origination. In your revised disclosure, clarify how
overcollateralization at origination is achieved. In this regard, clarify whether your
customer must make a 20% to 50% down payment for the equipment directly to
Bitmain or whether in addition to the security interest in the mining equipment you
require the posting of additional collateral or whether there is some other mechanism
to achieve overcollateralization at origination.
Our Growth Strategies, page 103
29.We note your disclosure that you have the goal of transitioning your business toward
an "annuity-like model." Please expand your disclosure to explain how an "annuity-
like model" would work.
Our Technology Platform, page 105
Please tell us and enhance your disclosures to provide a comprehensive description of
Antalpha Prime, to include the following:
•If customers pay a fee to have access to Antalpha Prime;
•Services and information available to customers of Antalpha Prime; and 30.

January 23, 2025
Page 7
•How Antalpha Prime enables your customers and you to closely monitor
collateral positions.
Our Key Strategic Partners, page 107
31.Please revise this section to provide more information about Bitmain and Northstar. In
particular, clarify what t