SecProbe.io

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 Park Ha Biological Technology Co., Ltd.

 901, Building C
Phase 2, Wuxi International Life Science Innovation Campus
196 Jinghui East Road

 Xinwu District, Wuxi, Jiangsu Province
People's Republic of China 214000

 January 22, 2026

 VIA EDGAR

 Division of Corporation Finance

 Office of Industrial Applications and Services

 U.S. Securities and Exchange Commission

 100 F Street, N.E.

 Washington, DC 20549

 Attention:
 Robert Augustin

 Re:

 Park Ha Biological Technology Co., Ltd.
 Registration Statement on Form F-1, as amended
 (File No. 333-290410)
 Request for Acceleration of Effectiveness

 Ladies and Gentlemen:

 Pursuant to Rule 461 under
the Securities Act of 1933, as amended, Park Ha Biological Technology Co., Ltd. hereby requests acceleration of effectiveness of the above
referenced Registration Statement so that it will become effective at 4:00 p.m. Eastern Time on Monday, January 26, 2026, or as
soon as thereafter practicable.

 Very truly yours,

 Park Ha Biological Technology Co., Ltd.

 /s/ Xiaoqiu Zhang

 Name:
 Xiaoqiu Zhang

 Title:
 Chief Executive Officer and Director

CORRESP
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 January 22, 2026

 Via EDGAR

 Division of Corporation Finance

 Office of Industrial Applications and Services

 100 F Street, N.E.

 Washington, D.C. 20549

 Dear SEC Officers:

 Re:
 Park Ha Biological Technology Co., Ltd.

 Registration Statement on Form F-1, as amended (File No. 333-290410)

 Request for Acceleration of Effectiveness

 Ladies and Gentlemen:

 In accordance with Rule 461 of the General Rules
and Regulations under the Securities Act of 1933, as amended (the " Securities Act "), D. Boral Capital LLC, as
the placement agent, hereby join the Company's requests that the effectiveness of the above-referenced Registration Statement on
Form F-1 (the "Registration Statement") be accelerated and that the Registration Statement become effective at 4:00 p.m.,
Eastern Time, on January 26, 2026, or as soon thereafter as practicable.

 Pursuant to Rule 460 of the General Rules and
Regulations under the Securities Act, please be advised that there will be distributed to each placement agent or dealer, who is reasonably
anticipated to participate in the distribution of the securities in this offering, as many copies of the Preliminary Prospectus, dated
December 5, 2025, as appears to be reasonable to secure adequate distribution of the Preliminary Prospectus.

 The undersigned advises that it has complied and
will continue to comply, and that they have been informed by the participating dealers that they have complied with and will continue
to comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

 Very truly yours,

 D. Boral Capital LLC

 /s/ Stephanie Hu

 Name:
 Stephanie Hu

 Title:
 Co-Head of Investment Banking

 cc:
 Mclaughlin & Stern, LLP
Concord & Sage PC

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 Park Ha Biological Technology Co., Ltd.

 901, Building C
Phase 2, Wuxi International Life Science Innovation Campus
196 Jinghui East Road

 Xinwu District, Wuxi, Jiangsu Province
People's Republic of China 214000

 January 5, 2026

 VIA EDGAR

 Division of Corporation Finance

 Office of Industrial Applications and Services

 U.S. Securities and Exchange Commission

 100 F Street, N.E.

 Washington, DC 20549

 Attention:
 Robert Augustin

 Re:

 Park Ha Biological Technology Co., Ltd.
 Registration Statement on Form F-1, as amended
 (File No. 333-290410)
 Withdrawal of Acceleration Request

 Dear Mr. Robert Augustin:

 Reference is made to our letter,
filed as correspondence via EDGAR on December 22, 2025, in which we requested the acceleration of the effective date of the above-referenced
Registration Statements for Wednesday, December 24, 2025 at 5:00 p.m. Eastern Time, or as soon as thereafter practicable in accordance
with Rule 461 under the Securities Act of 1933, as amended. We are no longer requesting that such Registration Statements be declared
effective at this time, and we hereby formally withdraw our request for acceleration of the effective date.

 Very truly yours,

 Park Ha Biological Technology Co., Ltd.

 /s/ Xiaoqiu Zhang

 Name:
 Xiaoqiu Zhang

 Title:
 Chief Executive Officer and Director

CORRESP
 1
 filename1.htm

 Park Ha Biological Technology Co., Ltd.

 901, Building C
Phase 2, Wuxi International Life Science Innovation Campus
196 Jinghui East Road

 Xinwu District, Wuxi, Jiangsu Province
People's Republic of China 214000

 December 22, 2025

 VIA EDGAR

 Division of Corporation Finance

 Office of Industrial Applications and Services

 U.S. Securities and Exchange Commission

 100 F Street, N.E.

 Washington, DC 20549

 Attention:
 Robert Augustin

 Re:

 Park Ha Biological Technology Co., Ltd.
 Registration Statement on Form F-1, as amended
 (File No. 333-290410)
 Request for Acceleration of Effectiveness

 Ladies and Gentlemen:

 Pursuant to Rule 461 under
the Securities Act of 1933, as amended, Park Ha Biological Technology Co., Ltd. hereby requests acceleration of effectiveness of the above
referenced Registration Statement so that it will become effective at 5:00 p.m. Eastern Time on Wednesday, December 24, 2025, or as soon
as thereafter practicable.

 Very truly yours,

 Park Ha Biological Technology Co., Ltd.

 /s/ Xiaoqiu Zhang

 Name:
 Xiaoqiu Zhang

 Title:
 Chief Executive Officer and Director

September 9, 2025
Xiaoqiu Zhang
Chief Executive Officer
Park Ha Biological Technology Co., Ltd.
901, Building C
Phase 2, Wuxi International Life Science Innovation Campus
196 Jinghui East Road
Xinwu District, Wuxi, Jiangsu Province
People’s Republic of China 214000
Re:Park Ha Biological Technology Co., Ltd.
Draft Registration Statement on Form F-1
Submitted September 5, 2025
CIK No. 0001986247
Dear Xiaoqiu Zhang:
            This is to advise you that we do not intend to review your registration statement.
            We request that you publicly file your registration statement and non-public draft
submission on EDGAR at least two business days prior to the requested effective date and
time. Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
            Please contact Margaret Sawicki at 202-551-7153 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:Kyle Leung, Esq.

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VIA EDGAR

December 20, 2024

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, NE

Washington, D.C. 20549

Attn: Benjamin Richie

Re: Park Ha Biological Technology Co., Ltd.

Registration Statement on Form F-1, as amended
(File No. 333 - 281783)

Request For Acceleration of Effectiveness

Ladies and Gentlemen:

Pursuant to Rule 461 of the
General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities
Act”), Dawson James Securities Inc., acting as representative of the underwriters, hereby join Park Ha Biological Technology Co.,
Ltd in requesting acceleration of the effective date of the above-referenced Registration Statement so that it will become effective at
4:30 p.m., Eastern Time, on December 20, 2024, or as soon thereafter as practicable.

Pursuant to Rule 460 under
the Securities Act, we wish to advise you that we have distributed as many copies of the preliminary prospectus dated October 9, 2024,
to selected dealers, institutions and others as appears to be reasonable to secure adequate distribution of the Preliminary Prospectus.

The undersigned confirm that
it has complied and will continue to comply with, and it has been informed or will be informed by participating dealers that it has complied
or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in connection with the above-referenced
issue.

Very truly yours,

Dawson James Securities Inc.

    By:
    /s/ Robert D. Keyser, Jr.

    Name:
    Robert D. Keyser, Jr.

    Title:
    Chief Executive Officer

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Park Ha Biological
Technology Co., Ltd.

901 & 901-2, Building
C

Phase 2, Wuxi International Life Science Innovation Campus

196 Jinghui East Road

Xinwu District, Wuxi, Jiangsu Province

People’s Republic of China 214000

December 20, 2024

VIA EDGAR

Division of Corporation Finance

Office of Industrial Applications and Services

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

    Re:
    Park Ha Biological Technology Co., Ltd.

Registration Statement on Form F-1, as
amended (File No. 333-281783)

Request for Acceleration of Effectiveness

Ladies and Gentlemen:

In accordance with Rule 461
of the General Rules and Regulations under the Securities Act of 1933, as amended, Park Ha Biological Technology Co., Ltd. hereby
requests acceleration of the effectiveness of the above-referenced Registration Statement on Form F-1, as amended, so that such Registration
Statement will become effective at 4:30 p.m., Eastern Time, on December 20, 2024, or as soon thereafter as practicable.

The Company understands that
the Commission will consider this request for acceleration of the effective date of the Registration Statement as a confirmation of the
fact that the Company is aware of its responsibilities under the Securities Act as they relate to the proposed public offering of the
securities specified in the Registration Statement.

    Very truly yours,

    Park Ha Biological Technology Co., Ltd.

    By:
    /s/ Xiaoqiu Zhang

    Name:
    Xiaoqiu Zhang

    Title:
    Chief Executive Officer and Director

CORRESP
1
filename1.htm

Park
Ha Biological Technology Co., Ltd.

901
& 901-2, Building C

Phase
2, Wuxi International Life Science Innovation Campus 196 Jinghui East Road

Xinwu
District, Wuxi, Jiangsu Province

People’s
Republic of China 214000

October
9, 2024

Via
EDGAR

Division
of Corporation Finance

Office
of Industrial Applications and Services

U.S.
Securities and Exchange Commission

100
F Street, NE

Washington,
D.C., 20549

    Attn:
    Tracey
    Houser

Terence
O’Brien

Benjamin
Richie

Katherine
Bagley

    Re:
    Park
    Ha Biological Technology Co., Ltd.

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

Filed
September 18, 2024

File
No. 333-281783

Dear
Ms. Houser, Mr. O’Brien, Mr. Richie, and Ms. Bagley:

This
letter is in response to the letter dated October 1, 2024 from the staff (the “Staff”) of the U.S. Securities Exchange Commission
(“SEC”) addressed to Park Ha Biological Technology Co., Ltd. (the “Company”, “we”, and “our”).
For ease of reference, we have recited the SEC’s comments in this response and numbered them accordingly. An amended registration
statement on Form F-1 (the “Registration Statement”) is being filed publicly to accompany this letter.

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

Prospectus
Summary

Our
Franchise Model, page 8

 1. We
                                            note your revised disclosure on page 2 in response to comment 1, including that the decrease
                                            in revenue from franchise fees “was primarily due to a decrease in the franchise fees
                                            as a result of (i) a decrease in the number of our franchisees, (ii) additional franchisee
                                            incentives such as our offering of discounts on franchise fees to incentivize renewals, and
                                            (iii) the change in the franchising model for some of our franchisees, from regional franchisees
                                            to single-store franchisees, which led to certain changes in franchise fees.” Please
                                            revise this section and your description of business beginning on page 86 to provide additional
                                            detail about your franchise model, including the types and amount of discounts and other
                                            incentives you offer to current franchisees for renewal or to attract new franchisees, and,
                                            if material, a quantification of historical discounts or incentives to existing franchisees.
                                            Please also provide additional detail about the franchise fees for regional compared to singe-store
                                            franchisees, including the difference in fees for these two models. In your discussion, clarify
                                            the fees received from each type of model for the periods presented in the filing to provide
                                            context for your disclosure that the change in model resulted in a decrease in franchise
                                            fees for the six months ended April 30, 2024. Finally, please revise your risk factors to
                                            discuss the risks, if any, related to discounts or incentives noted in your revised disclosure.

RESPONSE:
We note the Staff’s comment and in response thereto respectfully advise the Staff that we have revised our disclosures under sections
“Prospectus Summary – Our Franchise Model,” “Business – Our Business Model” and “Management’s
Discussion on and Analysis of Financial Condition and Results of Operations” on pages 3, 8, and 81 to provide additional
detail about our franchise model, franchise fees for different types of franchisees, and the types and amount of incentives such as cash subsidies that we offer to current franchisees for renewal or to attract
new franchisees. We have provided a quantification of historical incentives to existing franchisees and included additional details about
the franchise fees for regional stores compared to single-store franchisees on pages 3, 8, and 81.

We
have also added a risk factor related to our franchise model under “Risk Factors — Risks Relating to Our Business and Industry
— We offer incentives such as cash subsidies to our franchisees and the amount of such incentives could potentially have adverse
impacts on our financial performance.” on page 57.

Risk
Factors Summary, page 10

 2. We
                                            note your revised disclosure in response to prior comment 2. Please revise your Risk Factor
                                            Summary section to include the following removed risk factors and conform the cross-references
                                            to those present:

 ● “You
                                            may experience difficulties in effecting service of process, enforcing foreign judgments
                                            or bringing actions in China against us or our management named in this prospectus based
                                            on foreign laws.”

 ● “Our
                                            results of operation may be materially and adversely affected by a change in China or the
                                            global economy.”

 ● “It
                                            may be difficult for overseas shareholders and/or regulators to conduct cross- border investigation
                                            in China.”

 ● “Changes
                                            in PRC political, economic and governmental policies may have an adverse impact on our business.”

 ● “PRC
                                            regulation of loans to and direct investment in PRC entities by offshore holding companies
                                            and governmental management of currency conversion may delay us from remitting the proceeds
                                            of this offering into China through loans or additional capital contributions to our PRC
                                            subsidiaries, thereby diminishing our ability to fund and expand our business.”

 ● “PRC
                                            regulations relating to offshore investment activities by PRC residents may limit our PRC
                                            subsidiaries’ ability to change their registered capital or distribute profits to us
                                            or otherwise expose us or our PRC resident beneficial owners to liability and penalties under
                                            PRC laws.”

 ● “If
                                            the content we produce and distribute through online social and content platforms, or content
                                            available on our website, is deemed to violate PRC laws or regulations, our business and
                                            results of operations may be materially and adversely affected.”

Please
also include the risk that any actions by the Chinese government to exert more oversight and control over offerings that are conducted
overseas and/or foreign investment in China-based issuers could significantly limit or completely hinder your ability to offer or continue
to offer securities to investors and cause the value of such securities to significantly decline or be worthless.

RESPONSE:
We note the Staff’s comment and in response thereto respectfully advise the Staff that we have (i) revised our Risk Factors
Summary on pages 12, 13, and 14 to include the previously removed risk factors and conform the cross-references to those present;
and (ii) revised our disclosure on pages 12 and 27 to specify in the risk factor that any actions by the Chinese government to
exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers could
significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of
such securities to significantly decline or be worthless.

Exhibits

 3. We
                                            note that the opinion of Mourant Ozannes (Cayman) LLP, filed as Exhibit 5.1, assumes that
                                            “the Company will have sufficient authorised but unissued capital to issue each Share.”
                                            Please revise the legal opinion to remove this assumption. Refer to Section II.B.3.a of Staff
                                            Legal Bulletin No. 19.

RESPONSE:
We note the Staff’s comment and in response thereto respectfully advise the Staff that we have provided a revised legal opinion
by Mourant Ozannes (Cayman) LLP, our Cayman counsel, filed hereto as Exhibit 5.1, to remove the assumption that the Company will have
sufficient authorized but unissued capital to issue each share.

    2

We
hope this response has addressed all of the Staff’s concerns relating to the comment letter. Should you have additional questions
regarding the information contained herein, please contact the Company’s securities counsel William S. Rosenstadt, Esq., Mengyi
“Jason” Ye, Esq. or Yuning “Grace” Bai, Esq. of Ortoli Rosenstadt LLP at wsr@orllp.legal, jye@orllp.legal or
gbai@orllp.legal.

    Very
    truly yours,

    Park
    Ha Biological Technology Co., Ltd.

    /s/
    Xiaoqiu Zhang

    Name:
    Xiaoqiu
    Zhang

    Title:
    Chief
    Executive Officer

3

October 1, 2024
Xiaoqiu Zhang
Chief Executive Officer
Park Ha Biological Technology Co., Ltd.
901 & 901-2, Building C
Phase 2, Wuxi International Life Science Innovation Campus
196 Jinghui East Road
Xinwu District, Wuxi, Jiangsu Province
People’s Republic of China 214000
Re:Park Ha Biological Technology Co., Ltd.
Amendment No. 1 to Registration Statement on Form F-1
Filed September 18, 2024
File No. 333-281783
Dear Xiaoqiu Zhang:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our September 12, 2024 letter.
Amendment No. 1 to Registration Statement on Form F-1
Prospectus Summary
Our Franchise Model, page 8
We note your revised disclosure on page 2 in response to comment 1, including that the
decrease in revenue from franchise fees "was primarily due to a decrease in the franchise
fees as a result of (i) a decrease in the number of our franchisees, (ii) additional franchisee
incentives such as our offering of discounts on franchise fees to incentivize renewals, and
(iii) the change in the franchising model for some of our franchisees, from regional
franchisees to single-store franchisees, which led to certain changes in franchise fees."
Please revise this section and your description of business beginning on page 86 to 1.

October 1, 2024
Page 2
provide additional detail about your franchise model, including the types and amount of
discounts and other incentives you offer to current franchisees for renewal or to attract
new franchisees, and, if material, a quantification of historical discounts or incentives to
existing franchisees. Please also provide additional detail about the franchise fees for
regional compared to singe-store franchisees, including the difference in fees for these
two models. In your discussion, clarify the fees received from each type of model for the
periods presented in the filing to provide context for your disclosure that the change in
model resulted in a decrease in franchise fees for the six months ended April 30, 2024.
Finally, please revise your risk factors to discuss the risks, if any, related to discounts or
incentives noted in your revised disclosure.
Risk Factors Summary, page 10
We note your revised disclosure in response to prior comment 2. Please revise your Risk
Factor Summary section to include the following removed risk factors and conform the
cross-references to those present:

•"You may experience difficulties in effecting service of process, enforcing foreign
judgments or bringing actions in China against us or our management named in this
prospectus based on foreign laws."
•"Our results of operation may be materially and adversely affected by a change in
China or the global economy."
•"It may be difficult for overseas shareholders and/or regulators to conduct cross-
border investigation in China."
•"Changes in PRC political, economic and governmental policies may have an adverse
impact on our business."
•"PRC regulation of loans to and direct investment in PRC entities by offshore holding
companies and governmental management of currency conversion may delay us from
remitting the proceeds of this offering into China through loans or additional capital
contributions to our PRC subsidiaries, thereby diminishing our ability to fund and
expand our business."
•"PRC regulations relating to offshore investment activities by PRC residents may
limit our PRC subsidiaries’ ability to change their registered capital or distribute
profits to us or otherwise expose us or our PRC resident beneficial owners to liability
and penalties under PRC laws."
•"If the content we produce and distribute through online social and content platforms,
or content available on our website, is deemed to violate PRC laws or regulations, our
business and results of operations may be materially and adversely affected."

Please also include the risk that any actions by the Chinese government to exert more 2.

October 1, 2024
Page 3
oversight and control over offerings that are conducted overseas and/or foreign
investment in China-based issuers could significantly limit or completely hinder your
ability to offer or continue to offer securities to investors and cause the value of such
securities to significantly decline or be worthless.
Exhibits
3.We note that the opinion of Mourant Ozannes (Cayman) LLP, filed as Exhibit 5.1,
assumes that "the Company will have sufficient authorised but unissued capital to issue
each Share." Please revise the legal opinion to remove this assumption. Refer to Section
II.B.3.a of Staff Legal Bulletin No. 19.
            Please contact Tracey Houser at 202-551-3736 or Terence O'Brien at 202-551-3355 if
you have questions regarding comments on the financial statements and related matters. Please
contact Benjamin Richie at 202-551-7857 or Katherine Bagley at 202-551-2545 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:William S. Rosenstadt

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Park Ha Biological Technology Co., Ltd.

901 & 901-2, Building C

Phase 2, Wuxi International Life Science Innovation
Campus 196 Jinghui East Road

Xinwu District, Wuxi, Jiangsu Province

People’s Republic of China 214000

September 18, 2024

Via EDGAR

Division of Corporation Finance

Office of Industrial Applications and Services

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

    Attn:
    Tracey Houser

Terence O’Brien

Benjamin Richie

Katherine Bagley

    Re:
    Park Ha Biological Technology Co., Ltd.

Registration Statement on Form F-1

Submitted August 26, 2024

File No. 333-281783

Dear Ms. Houser, Mr. O’Brien, Mr. Richie, and Ms. Bagley:

This letter is in response to the letter dated
September 12, 2024 from the staff (the “Staff”) of the U.S. Securities Exchange Commission (“SEC”) addressed to
Park Ha Biological Technology Co., Ltd. (the “Company”, “we”, and “our”). For ease of reference, we
have recited the SEC’s comments in this response and numbered them accordingly. An amended registration statement on Form F-1 (the
“Registration Statement”) is being filed publicly to accompany this letter.

Registration Statement on Form F-1 filed August 26, 2024

Prospectus Summary

Overview, page 2

    1.
    We note your revised disclosure that the decrease in revenue for the six months ended April 30, 2024 as compared to April 30, 2023 was primarily due to the decrease in franchise fees. In your prospectus summary, please briefly describe the reason(s) for the decrease in franchise fees for the relevant period and disclose whether you expect this trend to continue in future financial periods.

RESPONSE: We note the Staff’s
comment and in response thereto respectfully advise the Staff that we have revised our disclosure on pages 3 and  77 of the
Registration Statement to briefly describe the reasons for the decrease in franchise fees for the relevant period and confirm that
we do not expect this trend to continue in future financial periods.

Risk Factors Summary, page 10

    2.
    We note your revised disclosure in response to prior comment 2 and reissue in part. Please revise your summary risk factors to include the heading of each cross-referenced risk factor in addition to the page number.

RESPONSE: We note the Staff’s
comment and in response thereto respectfully advise the Staff that we have revised our Risk Factors Summary to include the relevant
headings of the cross-referenced risk factors.

    3.
    We note your revised disclosure that the PRC government may intervene or influence your Hong Kong subsidiary’s operations “if [the Company] decides to operate in Hong Kong in the future.” Please revise to clarify that mainland China could apply its regulations at any time and with no advance notice, regardless of the operating status of your Hong Kong subsidiary.

RESPONSE: We note the Staff’s
comment and in response thereto respectfully advise the Staff that we have revised our disclosure on pages 11 and 24 of the
Registration Statement to clarify that mainland China could apply its regulations at any time and with no advance notice, regardless
of the operating status of our Hong Kong subsidiary.

Risk Factors

We are subject to the risk of non-payments…, page 77

    4.
    We note your disclosure here that “[i]f we were to experience any unexpected delay or difficulty in collections from our customers, our operating cash flows and financial condition would be adversely affected,” and your revised disclosure on page 77 describing your allowance for expected credit losses and allowance for accounts receivables. Please revise your risk factor to disclose, if material, whether you have experienced any significant delays or difficulties in collection from your customers to date.

RESPONSE: We note the Staff’s comment and in response thereto respectfully advise the Staff that we have revised our disclosure on page 53
of the Registration Statement to disclose the significant delays or difficulties in collection from our customers that we have experienced
to date.

Tail Financing, page 77

    5.
    We note your disclosure that the Underwriters are entitled to a cash fee equal to seven percent of the gross proceeds received by you from the sale of any equity, debt and/or equity derivative instruments to any investors actually introduced by the Underwriters to you under certain circumstances. Tell us and disclose here the extent to which these additional fees to the Underwriters impact your net proceeds from this offering, and revise your capitalization and dilution disclosures accordingly, if applicable.

RESPONSE: We note the Staff’s
comment and in response thereto respectfully advise the Staff that we have revised our disclosure under the
“Underwriting” section on page 150 of the Registration Statement to clarify that such tail financing will only be
consummated within the twelve-month period following the expiration or termination of the engagement period in connection with the
initial public offering and therefore does not impact the net proceeds from this offering or the capitalization or dilutions
disclosures in the Registration Statement.

Index to Consolidated Financial Statements, page F-1

    6.
    In accordance with SAB Topic 4:C (ASC 505-10-S99-4), please retroactively reflect the 1-for-5 forward split in the historical annual financial statements and throughout the filing, including an explanation for the change. Refer to ASC 260-10-55-12 and ASC 855-10-25-4 for additional guidance. Please also request your auditor to dual date their report for the forward split in accordance with AS 3110.05.

RESPONSE: We note the Staff’s comment
and in response thereto respectfully advise the Staff that we have revised our disclosure on pages F2-F5, F21, F25 and F26 of the Registration
Statement to retroactively reflect the 1-for-5 forward split in the historical annual financial statements and throughout the filing,
including an explanation for the change.

Note 19 - Subsequent Events, page F-48

    7.
    As previously requested in comment 16 to our letter dated June 6, 2024, please disclose the specific date through which subsequent events have been evaluated in accordance with ASC 855-10-50-1(a).

RESPONSE: We note the Staff’s comment
and in response thereto respectfully advise the Staff that we have revised our disclosure on page F48 of the Registration Statement.

    2

We hope this response has addressed all of the
Staff’s concerns relating to the comment letter. Should you have additional questions regarding the information contained herein,
please contact the Company’s securities counsel William S. Rosenstadt, Esq., Mengyi “Jason” Ye, Esq. or Yuning “Grace”
Bai, Esq. of Ortoli Rosenstadt LLP at wsr@orllp.legal, jye@orllp.legal or gbai@orllp.legal.

    Very truly yours,

    Park Ha Biological Technology Co., Ltd.

    /s/ Xiaoqiu Zhang

    Name:
    Xiaoqiu Zhang

    Title:
    Chief Executive Officer

3

September 12, 2024
Xiaoqiu Zhang
Chief Executive Officer
Park Ha Biological Technology Co., Ltd.
901 & 901-2, Building C
Phase 2, Wuxi International Life Science Innovation Campus
196 Jinghui East Road
Xinwu District, Wuxi, Jiangsu Province
People’s Republic of China 214000
Re:Park Ha Biological Technology Co., Ltd.
Registration Statement on Form F-1
Filed August 26, 2024
File No. 333-281783
Dear Xiaoqiu Zhang:
            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 July 2, 2024 letter
Registration Statement on Form F-1 filed August 26, 2024
Prospectus Summary
Overview, page 2
1.We note your revised disclosure that the decrease in revenue for the six months ended
April 30, 2024 as compared to April 30, 2023 was primarily due to the decrease in
franchise fees. In your prospectus summary, please briefly describe the reason(s) for the
decrease in franchise fees for the relevant period and disclose whether you expect this
trend to continue in future financial periods.
Risk Factors Summary, page 10
We note your revised disclosure in response to prior comment 2 and reissue in part. Please 2.

September 12, 2024
Page 2
revise your summary risk factors to include the heading of each cross-referenced risk
factor in addition to the page number.
3.We note your revised disclosure that the PRC government may intervene or influence
your Hong Kong subsidiary's operations "if [the Company] decides to operate in Hong
Kong in the future." Please revise to clarify that mainland China could apply its
regulations at any time and with no advance notice, regardless of the operating status of
your Hong Kong subsidiary.
Risk Factors
We are subject to the risk of non-payments . . ., page 77
4.We note your disclosure here that "[i]f we were to experience any unexpected delay or
difficulty in collections from our customers, our operating cash flows and financial
condition would be adversely affected," and your revised disclosure on page 77 describing
your allowance for expected credit losses and allowance for accounts receivables. Please
revise your risk factor to disclose, if material, whether you have experienced any
significant delays or difficulties in collection from your customers to date.
Tail Financing, page 150
5.We note your disclosure that the Underwriters are entitled to a cash fee equal to seven
percent of the gross proceeds received by you from the sale of any equity, debt and/or
equity derivative instruments to any investors actually introduced by the Underwriters to
you under certain circumstances. Tell us and disclose here the extent to which these
additional fees to the Underwriters impact your net proceeds from this offering, and revise
your capitalization and dilution disclosures accordingly, if applicable.
Index to Consolidated Financial Statements, page F-1
6.In accordance with SAB Topic 4:C (ASC 505-10-S99-4), please retroactively reflect the
1-for-5 forward split in the historical annual financial statements and throughout the
filing, including an explanation for the change.  Refer to ASC 260-10-55-12 and ASC
855-10-25-4 for additional guidance.  Please also request your auditor to dual date their
report for the forward split in accordance with AS 3110.05.
Note 19 - Subsequent Events, page F-48
7.As previously requested in comment 16 to our letter dated June 6, 2024, please disclose
the specific date through which subsequent events have been evaluated in accordance with
ASC 855-10-50-1(a).
            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.

September 12, 2024
Page 3
            Please contact Tracey Houser at 202-551-3736 or Terence O'Brien at 202-551-3355 if
you have questions regarding comments on the financial statements and related matters. Please
contact Benjamin Richie at 202-551-7857 or Katherine Bagley at 202-551-2545 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:William S. Rosenstadt

CORRESP
1
filename1.htm

Park Ha Biological Technology Co., Ltd.

50 Xiuxi Road, Building 3, 14th floor

Binhu District, Wuxi City

Jiangsu Province, People’s Republic of China
214135

August 26, 2024

Via EDGAR

Division of Corporation Finance

Office of Industrial Applications and Services

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

    Attn:
    Tracey Houser

Terence O’Brien

Benjamin Richie

Katherine Bagley

    Re:
    Park Ha Biological Technology Co., Ltd.

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

Submitted June 17, 2024

CIK No. 0001986247

Dear Ms. Houser, Mr. O’Brien, Mr. Richie, and Ms. Bagley:

This letter is in response to the letter dated
July 2, 2024 from the staff (the “Staff”) of the U.S. Securities Exchange Commission (“SEC”) addressed to Park
Ha Biological Technology Co., Ltd. (the “Company”, “we”, and “our”). For ease of reference, we have
recited the SEC’s comments in this response and numbered them accordingly. An amended registration statement on Form F-1 (the “Registration
Statement”) is being filed publicly to accompany this letter.

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

Prospectus Summary

Transfers of cash to and from our subsidiaries, page 4

1. We note your revised disclosure in response to comment 3, including your revised
disclosure on page 5 that “[t]o the extent cash or assets of our business is in Hong Kong, the Chinese government may, in the future,
impose restrictions or limitations on our ability to transfer money into and out of Hong Kong, to distribute earnings and pay dividends
to and from and among our subsidiaries. Such restrictions and limitations, if imposed in the future, may delay or hinder the expansion
of our business and may affect our ability to receive funds from our subsidiary in Hong Kong.” Please revise the disclosure throughout
your filing, including on your cover page where you discuss restrictions on your ability to transfer cash, and your summary risk factors,
to include this disclosure.

RESPONSE: We note the Staff’s comment
and in response thereto respectfully advise the Staff that we have revised our disclosure on the cover page of the Registration Statement
and added a risk factor “Risk Factors – Risks Related to Doing Business in the PRC - To the extent cash or assets in the
business are in the PRC or Hong Kong or a PRC or Hong Kong entity, the funds or assets may not be available to fund operations or for
other uses outside of the PRC or Hong Kong due to interventions in or the imposition of restrictions and limitations on the ability of
us or our subsidiaries by the PRC government to transfer cash or assets” on page 23 of the Registration Statement.

Risk Factors Summary

Risks Related to Doing Business in the PRC, page 10

2. We note your revised disclosure in response to comment 5. For clarity, please
revise your summary risk factors to include the heading of each of the risk factors to which you cross reference. In addition, where you
disclose that “[t]he PRC government may intervene or influence our Operating Subsidiaries’ operations at any time, or may exert more
oversight and control over the China operations of an offshore holding company,” please also disclose that the PRC government may
intervene or influence your Hong Kong subsidiary’s operations at any time. Make conforming changes to your risk factor disclosures, including
but not limited to your risk factors on pages 23 and 24. Please further clarify that any such changes in the PRC regulations could result
in a material change in the Company’s operations rather than limiting the scope of the potential impact to your Operating Subsidiaries
and China operations of an offshore holding company.

RESPONSE: We note the Staff’s
comment and in response thereto respectfully advise the Staff that we have revised our disclosure on the cover page, pages 11, 12,
18, 24 and 43 of the Registration Statement to clarify that although we currently do not have operations in Hong Kong, if we decides
to operate in Hong Kong in the future, the PRC government may also intervene or influence our Hong Kong subsidiary’s
operations at any time, and any such changes in the PRC regulations could result in a material change in the Company’s
operations.

Implications of Being an Emerging Growth Company, page 19

3. As previously requested in comment 6, please disclose your specific election
to opt-in to complying with any new or revised financial accounting standards until such date that a private company is otherwise required
to comply under Section 102(b)(1) of the Sarbanes- Oxley Act of 2002, if correct, and that this election may result in your financial
statements not being comparable to companies that comply with public company effective dates. Also address this comment with your risk
factor disclosure on page 56.

RESPONSE: We note the Staff’s comment
and in response thereto respectfully advise the Staff that we have revised our disclosure on pages 19 and 56 of the Registration Statement
to specify our election to opt in to exemptions afforded to an emerging growth company, including complying with any new or revised financial
accounting standards until such date that a private company is otherwise required to comply under Section 102(b)(1) of the Sarbanes- Oxley
Act of 2002, and that this election may result in our financial statements not being comparable to other companies that comply with public
company effective dates.

We hope this response has addressed all of the
Staff’s concerns relating to the comment letter. Should you have additional questions regarding the information contained herein,
please contact the Company’s securities counsel William S. Rosenstadt, Esq., Mengyi “Jason” Ye, Esq. or Yuning “Grace”
Bai, Esq. of Ortoli Rosenstadt LLP at wsr@orllp.legal, jye@orllp.legal or gbai@orllp.legal.

    Very truly yours,

    Park Ha Biological Technology Co., Ltd.

    /s/ Xiaoqiu Zhang

    Name:
    Xiaoqiu Zhang

    Title:
    Chief Executive Officer

July 2, 2024
Xiaoqiu Zhang
Chief Executive Officer
Park Ha Biological Technology Co., Ltd.
50 Xiuxi Road, Building 3, 14th floor
Binhu District, Wuxi City, Jiangsu Province
People’s Republic of China 214135
Re:Park Ha Biological Technology Co., Ltd.
Amendment No. 2 to Draft Registration Statement on Form F-1
Submitted June 17, 2024
CIK No. 0001986247
Dear Xiaoqiu Zhang:
            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
June 6, 2024 letter.
Amendment No. 2 to Draft Registration Statement on Form F-1
Prospectus Summary
Transfers of cash to and from our subsidiaries, page 4
We note your revised disclosure in response to comment 3, including your revised
disclosure on page 5 that "[t]o the extent cash or assets of our business is in Hong Kong,
the Chinese government may, in the future, impose restrictions or limitations on our
ability to transfer money into and out of Hong Kong, to distribute earnings and pay
dividends to and from and among our subsidiaries. Such restrictions and limitations, if
imposed in the future, may delay or hinder the expansion of our business and may affect
our ability to receive funds from our subsidiary in Hong Kong." Please revise the 1.

July 2, 2024
Page 2
disclosure throughout your filing, including on your cover page where you discuss
restrictions on your ability to transfer cash, and your summary risk factors, to include this
disclosure.
Risk Factors Summary
Risks Related to Doing Business in the PRC, page 10
2.We note your revised disclosure in response to comment 5. For clarity, please revise your
summary risk factors to include the heading of each of the risk factors to which you cross
reference. In addition, where you disclose that "[t]he PRC government may intervene or
influence our Operating Subsidiaries' operations at any time, or may exert more oversight
and control over the China operations of an offshore holding company," please also
disclose that the PRC government may intervene or influence your Hong Kong
subsidiary's operations at any time. Make conforming changes to your risk factor
disclosures, including but not limited to your risk factors on pages 23 and 24. Please
further clarify that any such changes in the PRC regulations could result in a material
change in the Company's operations rather than limiting the scope of the potential
impact to your Operating Subsidiaries and China operations of an offshore holding
company.
Implications of Being an Emerging Growth Company, page 19
3.As previously requested in comment 6, please disclose your specific election to opt-in to
complying with any new or revised financial accounting standards until such date that a
private company is otherwise required to comply under Section 102(b)(1) of the Sarbanes-
Oxley Act of 2002, if correct, and that this election may result in your financial statements
not being comparable to companies that comply with public company effective dates.
Also address this comment with your risk factor disclosure on page 56.
            Please contact Tracey Houser at 202-551-3736 or Terence O'Brien at 202-551-3355 if
you have questions regarding comments on the financial statements and related matters. Please
contact Benjamin Richie at 202-551-7857 or Katherine Bagley at 202-551-2545 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:William S. Rosenstadt

United States securities and exchange commission logo
June 6, 2024
Xiaoqiu Zhang
Chief Executive Officer
Park Ha Biological Technology Co., Ltd.
50 Xiuxi Road, Building 3, 14th floor
Binhu District, Wuxi City, Jiangsu Province
People’s Republic of China 214135
Re:Park Ha Biological Technology Co., Ltd.
Amendment No. 1 to Draft Registration Statement on Form F-1
Submitted May 10, 2024
CIK No. 0001986247
Dear Xiaoqiu Zhang:
            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 25, 2024 letter.
Amendment No. 1 to Draft Registration Statement on Form F-1
Cover Page
1.Please revise your disclosure here to include a cross reference of your more detailed
discussion of "Transfers of Cash to and from Our Subsidiaries" elsewhere in your filing,
and to your consolidated financial statements.
2.Please revise your cover page to disclose, as you do on page 58, that "Ms. Zhang could
have significant influence on determining the outcome of any corporate transaction or
other matter submitted to the shareholders for approval, including mergers, consolidations,
the election of directors and other significant corporate actions."

 FirstName LastNameXiaoqiu Zhang
 Comapany NamePark Ha Biological Technology Co., Ltd.
 June 6, 2024 Page 2
 FirstName LastNameXiaoqiu Zhang
Park Ha Biological Technology Co., Ltd.
June 6, 2024
Page 2
Prospectus Summary
Transfers of cash to and from our subsidiaries, page 4
3.We note your revised disclosure in response to prior comment 4 and your statement on
page 4 that currently, there are "no restrictions imposed by the Hong Kong government on
the transfer of capital within, into and out of Hong Kong." We further note that Hong
Kong is not included in your definition of "China" and "PRC." Please revise your
disclosure here to discuss that, to the extent cash or assets of your business is in Hong
Kong or your Hong Kong entities, such cash or assets may not be available to fund
operations or for other use outside of Hong Kong due to interventions in or the imposition
of restrictions and limitations on you or your subsidiaries by the PRC government. Please
also clarify throughout your filing, as appropriate, that risks of PRC regulations and
influence apply to your Hong Kong subsidiary and holding company.
Risk Factors Summary, page 10
4.We note your revised disclosure in response to comment 7. Please revise your disclosure
in this section to specifically discuss risks arising from the legal system in China,
including risks and uncertainties regarding the enforcement of laws and that rules and
regulations in China can change quickly with little advance notice; and the risk that the
Chinese government may intervene or influence your operations at any time, or may exert
more control over offerings conducted overseas and/or foreign investment in China-based
issuers, which could result in a material change in your operations and/or the value of the
securities you are registering for sale. Acknowledge any risks that any actions by the
Chinese government to exert more oversight and control over offerings that are conducted
overseas and/or foreign investment in China-based issuers could significantly limit or
completely hinder your ability to offer or continue to offer securities to investors and
cause the value of such securities to significantly decline or be worthless.
Risks Related to Doing Business in the PRC, page 10
5.We note your disclosure here and throughout the filing that "[w]e are currently not
required to obtain approval from Chinese authorities to list on U.S. exchanges . . . ." To
add context to this disclosure, please revise your disclosure here and as appropriate
elsewhere in your filing to clarify, as you do on page 20, that you are required to file with
the CSRC with respect to this offering to list on U.S. exchanges or issue securities to
foreign investors.
Implications of Being an Emerging Growth Company, page 23
6.Here and throughout your Form F-1 in which you discuss being an emerging growth
company, disclose your election consistently as to whether you have elected to opt-in to
complying with any new or revised financial accounting standards until such date that a
private company is otherwise required to comply under Section 102(b)(1) of the Sarbanes-
Oxley Act of 2002 and that this election may result in your financial statements not being

 FirstName LastNameXiaoqiu Zhang
 Comapany NamePark Ha Biological Technology Co., Ltd.
 June 6, 2024 Page 3
 FirstName LastNameXiaoqiu Zhang
Park Ha Biological Technology Co., Ltd.
June 6, 2024
Page 3
comparable to companies that comply with public company effective dates.
Risk Factors, page 27
7.We note your revised disclosure in response to comment 9. Please further revise your
disclosure as follows:

•We note your disclosure here and on page 11 that "[i]n light of recent events
indicating further development by the  CAC over data security, particularly for
companies seeking to list on a foreign exchange, we may be subject to a variety of
PRC laws and other obligations regarding data protection and any other rules . . . ."
Revise your disclosure here, and in your risk factor summary on page 11, to note that
the CAC may exert greater oversight or control over data security, particularly for
companies seeking to list on a foreign exchange.

•Where you disclose in the risk factor on page 28 that "any such action, once taken by
the PRC government, could significantly limit or completely hinder our ability to
offer or continue to offer securities to investors and cause the value of such securities
to significantly decline or in extreme cases, become worthless," please remove your
reference to "extreme."

•Given the Chinese government’s significant oversight and discretion over the conduct
of your business, please revise to highlight separately the risk that the Chinese
government may intervene or influence your operations at any time, which could
result in a material change in your operations and/or the value of the securities you
are registering. In this regard, you appear to highlight this risk as part of a larger
discussion in your risk factor beginning on page 28. Make conforming changes to
your summary risk factors.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations, page 74
8.We note the expanded analysis provided in response to comment 17. As previously
requested, when multiple factors positively and/or negatively impact a line item, please
quantify the impact of each factor. In this regard, we note that changes in (a) product sales
– franchisees, (b) selling and marketing expenses, (c) general and administrative expenses,
and (d) research and development expenses were impacted by two factors. Refer to Item
5.A of Form 20-F and Section 501.12.b. of the Financial Reporting Codification (i.e.,
Release 33-8350, Section III.B.) for guidance.
9.Please provide a more comprehensive discussion and analysis of the material factors
impacting income tax expense (benefit) for fiscal years 2023 and 2022. Based on your
current analysis, the amount of income tax expense that would have been recognized
using a 25% tax rate would have been $295,392 for fiscal year 2023 and $47,502 for fiscal
year 2022, both of which differs from the actual amount recognized in the consolidated

 FirstName LastNameXiaoqiu Zhang
 Comapany NamePark Ha Biological Technology Co., Ltd.
 June 6, 2024 Page 4
 FirstName LastName
Xiaoqiu Zhang
Park Ha Biological Technology Co., Ltd.
June 6, 2024
Page 4
statements of operations for each period.
Critical Accounting Policies and Estimates, page 79
10.We reissue comment 20, as the disclosures of your critical accounting policies and
estimates appear to be a repetition of your significant accounting policies. Please revise
your disclosures to identify the critical estimates used to prepare your consolidated
financial statements and provide investors with an understanding as to what the critical
estimates being made are and how the uncertainty associated with those estimates may
impact your consolidated financial statements to comply with the guidance in Section
501.14 of the Financial Reporting Codification. Ensure your disclosures sufficiently
explain to investors what the critical estimate is; the uncertainties associated with the
critical estimates; the methods and assumptions used the make the critical estimates,
including an explanation as to how you arrived at the assumptions used; the events or
transactions that could materially impact the assumptions made; and how reasonably
likely changes to those assumptions could impact your consolidated financial statements.
Provide investors with quantified information to the extent meaningful and available.
Accounts Receivable and allowance for credit losses, page 80
11.We note that you recognized a $152,108 charge for the allowance for credit losses, of
which $84,671 is for accounts receivables and $62,602 is for loan receivables from
franchisees. Please provide the specific facts and circumstances that lead to the significant
increase in the allowance for expected credit losses for fiscal year 2023 compared to
$6,442 for fiscal year 2022.
Regulations Relating to Cosmetic Products, page 106
12.We note your revised disclosure in response to prior comment 24. To the extent material,
please disclose, as you did in your initial filing, the specific restrictions on special
cosmetics. For example, we note your prior disclosure stating that "special cosmetics can
only be produced and imported after being registered with the medical products
administration of the State Council."
13.We note your response to comment 25, including your revised disclosure that "[e]xcept
for a third-party brand product 'whitening and freckle removing freeze-dried powder,' as
of the date of this prospectus, the record-filing for all of our products have been completed
before they were marketed in accordance with applicable laws and regulations set forth
above." We also note your disclosure on page 6 that "Guangzhou Axina Cosmetics
Manufacturing Co., Ltd., has completed the registration with the NMPA for this
'whitening and freckle removing freeze-dried powder' product." Given that these
disclosure appear to conflict, please revise or advise.

 FirstName LastNameXiaoqiu Zhang
 Comapany NamePark Ha Biological Technology Co., Ltd.
 June 6, 2024 Page 5
 FirstName LastName
Xiaoqiu Zhang
Park Ha Biological Technology Co., Ltd.
June 6, 2024
Page 5
Note 2 - Summary of Significant Accounting Policies
Revenue Recognition, page F-10
14.We note the expanded disclosures you provided in response to comment 32. For your
accounting policy for sales and deliveries of beauty products and devices to the
franchisees, please disclose the significant payment terms in accordance with ASC 606-
10-50-12.b. Address whether any discounts or volume discount incentives are offered to
your franchisees, which would be variable consideration. In this regard, we note that the
gross profit margin for products sold to franchisees is lower than products sold to non-
franchisee customers. Refer to ASC 606- 10-50-17 and 50-20.
15.As previously requested in comment 33, please provide disclosures regarding your
accounting for variable consideration, which includes discounts. In this regard, we note
your disclosures on page 99 that you offer special franchise discount advertisements.
Refer to ASC 606-10-50-12 and 50-17 through 50-20.
Note 19 - Subsequent Events, page F-21
16.Please disclose the specific date through which subsequent events have been evaluated in
accordance with ASC 855-10-50-1(a).
General
17.We note that, throughout your registration statement, you reference the advice of your
PRC legal counsel, including statements that you have been "advised by PRC legal
counsel," "according to" your PRC legal counsel, or PRC legal counsel "has confirmed"
compliance with certain regulations. Please clarify whether and to what extent these
statements indicate that you are relying on an opinion of counsel. If so, please revise in all
applicable areas to state that the company has relied on the opinion of counsel. If not,
please state as much and explain why such an opinion was not obtained.
            Please contact Tracey Houser at 202-551-3736 or Terence O'Brien at 202-551-3355 if
you have questions regarding comments on the financial statements and related matters. Please
contact Benjamin Richie at 202-551-7857 or Katherine Bagley at 202-551-2545 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       William S. Rosenstadt

United States securities and exchange commission logo
January 25, 2024
Xiaoqiu Zhang
Chief Executive Officer
Park Ha Biological Technology Co., Ltd.
50 Xiuxi Road, Building 3, 14th floor
Binhu District, Wuxi City, Jiangsu Province
People’s Republic of China 214135
Park Ha Biological Technology Co., Ltd.
Re:Park Ha Biological Technology Co., Ltd.
Draft Registration Statement on Form F-1
Submitted December 29, 2023
CIK No. 0001986247
Dear Xiaoqiu Zhang:
            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
Cover Page
1.We note your disclosure that “We are subject to certain legal and operational risks
associated with having substantially all business operations in China. Such risks may
include changes in the legal, political, and economic policies of the Chinese government,
the relations between China and the United States, and Chinese or United States
regulations that may materially and adversely affect our business, financial condition,
results of operations and the market price of the Ordinary Shares. Any such changes could
significantly limit or completely hinder our ability to offer or continue to offer securities
to investor and could cause the value of offered securities to significantly decline or
become worthless.” Please revise to clarify that the legal and operational risks generally

 FirstName LastNameXiaoqiu Zhang
 Comapany NamePark Ha Biological Technology Co., Ltd.
 January 25, 2024 Page 2
 FirstName LastNameXiaoqiu Zhang
Park Ha Biological Technology Co., Ltd.
January 25, 2024
Page 2
associated with having substantially all of your business operations in China, not just
certain changes, could result in a material change in your operations, not just your
business generally or results of operations. Your prospectus summary should address, but
not necessarily be limited to, the risks highlighted on the prospectus cover page.
2.We note the following statements: "As of the date of this prospectus, none of our
subsidiaries has made any dividends or other distributions to Park Ha Cayman, neither has
Park Ha Cayman made any dividends or other distributions to its shareholders" and that
"During the fiscal years ended October 31, 2022 and 2021 and during the period since
October 31, 2022 until the date of this prospectus, there has not been any assets or cash
transfer between Park Ha Cayman and any of its subsidiaries or among any of its
subsidiaries." Please revise to state whether any transfers, dividends, or distributions have
been made to date, not just for the past two fiscal years through the date of the prospectus,
from Park Ha Cayman to any of its subsidiaries specifically, and quantify the amounts
where applicable.
Prospectus Summary
Our Products, page 4
3.We note that your products are not drug products or considered regenerative medicine and
have not received any medical authority’s approval. Please revise your
disclosure to explain why approvals from any medical authorities are not necessary.
Transfers of Cash to and from our Subsidiaries, page 4
4.In the Prospectus Summary specifically, quantify any cash flows and transfers of other
assets by type that have occurred between the holding company and its subsidiaries, and
direction of transfer, to date, not just for the past two fiscal years through the date of the
prospectus. Quantify any dividends or distributions that a subsidiary have made to the
holding company and which entity made such transfer, and their tax consequences. Your
disclosure should make clear if no transfers, dividends, or distributions have been made to
date. Describe any restrictions on foreign exchange and your ability to transfer cash to
U.S. investors. Describe any restrictions and limitations on your ability to distribute
earnings from the company, including your subsidiaries, to U.S. investors.
Our Franchise Model, page 5
5.We note that the Company had 49 franchises at the end of your 2022 fiscal year and 40 at
the end of your 2023 fiscal year. Please revise to explain the decrease in the number of
franchises. Please also revise to name the four franchises that operate under a different
brand name.
Research and Development, page 5
6.We note the technology service agreement between Park Ha Jiangsu and Jiangnan
University, mentioned on page 4. Please revise here and in the Business section to state

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 Comapany NamePark Ha Biological Technology Co., Ltd.
 January 25, 2024 Page 3
 FirstName LastNameXiaoqiu Zhang
Park Ha Biological Technology Co., Ltd.
January 25, 2024
Page 3
the fees incurred to date and, given the agreement expires this year, whether there is any
plan to renew the agreement and a brief statement regarding the consequences to your
business if it is not renewed. We note that any intellectual property that arises from the
collaboration between Park Ha Jiangsu and Jiangnan University will be co-owned, "but
mainly by Jiangnan University." Please provide a summary of the material terms of the
technology service agreement and specify the Company's rights to the intellectual
properties produced under the agreement. If any intellectual property has been generated
to date please revise to describe the intellectual property, including whether a separate
license agreement was entered for the intellectual property and, if so, describe the
terms thereof and file such agreement as an exhibit pursuant to Item 601(b)(10) of
Regulation S-K.
Risk Factor Summary, page 7
7.In your summary of risk factors, disclose the risks that your corporate structure and having
substantially all of the company’s operations in China poses to investors. In particular,
describe the significant regulatory, liquidity, and enforcement risks with cross-references
to the more detailed discussion of these risks in the prospectus. For example, specifically
discuss risks arising from the legal system in China, including risks and uncertainties
regarding the enforcement of laws and that rules and regulations in China can change
quickly with little advance notice; and the risk that the Chinese government may intervene
or influence your operations at any time, or may exert more control over offerings
conducted overseas and/or foreign investment in China-based issuers, which could result
in a material change in your operations and/or the value of the securities you are
registering for sale. Acknowledge any risks that any actions by the Chinese government to
exert more oversight and control over offerings that are conducted overseas and/or foreign
investment in China-based issuers could significantly limit or completely hinder your
ability to offer or continue to offer securities to investors and cause the value of such
securities to significantly decline or be worthless.
Risks and Challenges, page 7
8.We note you face challenges involved in your business operation, competition, and
marketing efforts. Here and on page 76, please further discuss these specific challenges
and any others that the Company faces.
Risk Factors, page 20
9.Given the Chinese government’s significant oversight and discretion over the conduct and
operations of your business, please revise to describe any material impact that
intervention, influence, or control by the Chinese government has or may have on your
business or on the value of your securities. Highlight separately the risk that the Chinese
government may intervene or influence your operations at any time, which could result in
a material change in your operations and/or the value of your securities. Also, given recent
statements by the Chinese government indicating an intent to exert more oversight and

 FirstName LastNameXiaoqiu Zhang
 Comapany NamePark Ha Biological Technology Co., Ltd.
 January 25, 2024 Page 4
 FirstName LastNameXiaoqiu Zhang
Park Ha Biological Technology Co., Ltd.
January 25, 2024
Page 4
control over offerings that are conducted overseas and/or foreign investment in China-
based issuers, acknowledge the risk that any such action could significantly limit or
completely hinder your ability to offer or continue to offer securities to investors and
cause the value of such securities to significantly decline or be worthless. Further,
throughout your registration statement please clarify that the same risks that apply to your
subsidiaries within the PRC also apply to your Hong Kong based company. We remind
you that, pursuant to federal securities rules, the term "control" (including the terms
"controlling," "controlled by," and "under common control with") means "the possession,
direct or indirect, of the power to direct or cause the direction of the management and
policies of a person, whether through the ownership of voting securities, by contract, or
otherwise."
10.We note that Ms. Zhang Xiaoqiu, your founder, chairman and chief executive officer, will
continue to own more than 50% of your total voting power. If true, please add risk factor
disclosure that Ms. Zhang Xiaoqiu will be able to determine the outcome of future
corporate actions including the election of directors. Also disclose all material risks
associated with your largest shareholder being your chief executive officer. For example,
please address the potential for conflicts of interest and the impact on internal controls.
11.We note your statement on page 6: "For the year ended October 31, 2021, three suppliers
accounted for approximately 21.13%, 15.72% and 10.20% of our total purchases,
respectively. For the year ended October 31, 2022, two suppliers accounted for
approximately 37.98% and 11.91% of our total purchases, respectively." Please revise the
risk factor on pages 47-48, or elsewhere in the risk factors, to describe the risks associated
with your dependence on a small number of suppliers and the consequences of a loss of
one or more such suppliers, to the extent material. We also note that on page 71 you show
that 76% of your accounts receivable were attributable to five customers for the year
ended October 31, 2022. Please add additional risk factor disclosure concerning your
concentration of customers as well.
Risk Factors
"We are an emerging growth company...", page 50
12.We note your disclosure that you have elected to opt-out of complying with any new or
revised financial accounting standards until such date that a private company is otherwise
required to comply with such new or revised accounting standards.  However, we further
note that you did not check the box on the cover page to confirm that you have made this
selection.  Please address this inconsistency and also disclose your election with your
other disclosures regarding the implications of being an emerging growth company
throughout the Form F-1.
Capitalization, page 58
13.Please revise your presentation to agree with your Consolidated Balance Sheet for the
most recent period presented.  In this regard, you disclose that total shareholders’ equity is

 FirstName LastNameXiaoqiu Zhang
 Comapany NamePark Ha Biological Technology Co., Ltd.
 January 25, 2024 Page 5
 FirstName LastNameXiaoqiu Zhang
Park Ha Biological Technology Co., Ltd.
January 25, 2024
Page 5
$123,317 as of October 31, 2022, whereas the Consolidated Balance sheet reports total
shareholders’ equity of $150,277 as of October 31, 2022.
Dilution, page 59
14.Please tell us how you calculated historical net tangible book value as of your most recent
balance sheet date.  In this regard, we note that as of October 31, 2022, you have
intangible assets, net of $9,349 and deferred IPO offering costs of $58,353.
Coronavirus ("COVID-19") updates, page 62
15.We note that the outbreak of COVID-19 has had a continued impact on the Company's
operations and supply chain, to include the first quarter of 2023. Please revise this section,
and your risk factor on page 38, to include disclosure relating to any impact the pandemic
has had on the Company's operations more recently. If there has been no impact, please
state such.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Trends and Key Factors that Affect Operating Results, page 63
16.Given the significant impact the number of contracts with customers for your franchisees
is stated to have on revenue, please provide a rollforward of your franchisee contracts that
discloses new franchises during the period and any discontinued or terminated franchises.
Further, reconcile your statement on page 7 that you had 48 stores, both owned and
franchises, as of October 31, 2022, which is an increase of 7 from October 31, 2021, with
your disclosures on page 5 that you had 40 and 49 franchises as of October 31, 2021 and
October 31, 2022, respectively, in addition to the 2 stores you own.  Address this
comment throughout your filing in which you discuss the number of stores you own and
the number of franchises.
Results of Operations, page 64
17.Please provide a more comprehensive discussion and analysis of your operating results
that includes specific, material factors positively and negatively impacting each material
line item along with an analysis of those material factors.  For revenue, ensure you also
discuss and quantify the extent to which changes in pricing, volume and/or the
introduction of new products contributed to fluctuations.  To the extent that a change in
the mix of products has impacted your profit measure, provide an explanation for what the
change entails and whether you expect the change to continue into the future.  When
multiple factors positively and/or negatively impact a line item, ensure you quantify the
impact of each factor.  Refer to Item 303(b)(2) of Regulation S-K and Section 501.12.b. of
the Financial Reporting Codification (i.e., Release 33-8350, Section III.B.) for guidance.
Liquidity and Capital Resources, page 65
18.Please expand your disclosure to clarify where the cash is located.

 FirstName LastNameXiaoqiu Zhang
 Comapany NamePark Ha Biological Technology Co., Ltd.
 January 25, 2024 Page 6
 FirstName LastName
Xiaoqiu Zhang
Park Ha Biological Technology Co., Ltd.
January 25, 2024
Page 6
19.We note your disclosures that management believes you have sufficient funds to meet
your working capital requirements and debt obligations, which appears to conflict with the
auditor’s report and your disclosures in Note 2 on page F-8.  Please revise your
disclosures to clearly and consistently characterize your liquidity situation and your ability
to meet your obligations.
Critical Accounting Policies, page 67
20.The disclosures of your critical accounting policies and estimates appear to be a repetition
of your significant accounting policies.  Please revise your disclosures to identify the
critical estimates used to prepare your consolidated financial statements and provide
investors with an understanding as to what the critical estimates being made are and how
the uncertainty associated with those estimates may impact your consolidated financial
statements to comply with the guidance in Section 501.14 of the Financial Reporting
Codification. Ensure your disclosures sufficiently explain to investors what the critical
estimate is; the uncertainties associated with the critical estimates; the methods and
assumptions used the make the critical estimates, including an explanation as to how you
arrived at the assumptions used; the events or transactions that could materially impact the
assumptions made; a