SecProbe.io

CORRESP
 1
 filename1.htm

 US
Tiger Securities, Inc.

 Via
EDGAR

 September
11, 2025

 Division
of Corporation Finance

 Office
of Technology

 U.S.
Securities and Exchange Commission

 100
F Street, NE

 Washington,
D.C., 20549

 Attention:

 Melissa
 Walsh

 Stephen
 Krikorian
 Marion
 Graham
 Mitchell
 Austin

 Re:
 ChowChow Cloud International
 Holdings Limited

 Registration Statement
 on Form F-1, as amended

 Initially Filed on April
 1, 2025

 File No. 333-286296

 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, US Tiger Securities, Inc., as the underwriter, hereby requests acceleration of the effective date of the above-referenced Registration
Statement so that it will become effective at 4:00 p.m.,
Eastern Time, on September 15, 2025 , or as soon thereafter as practicable.

 Pursuant
to Rule 460 under the Securities Act, we wish to advise you that we will take reasonable steps to secure adequate distribution of the
preliminary prospectus to underwriters, dealers, institutions and others prior to the requested effective time of the Registration Statement.

 We
have been advised by the prospective underwriters that they have complied and will continue to comply with the requirements of Rule 15c2-8
under the Securities Exchange Act of 1934, as amended.

 Very
truly yours,

 US Tiger Securities, Inc.

 By:
 /s/
 Jack Ye

 Name:
 Jack Ye

 Title:
 Managing Director

CORRESP
 1
 filename1.htm

 September
11, 2025

 VIA
EDGAR

 Melissa
Walsh

 Stephen
Krikorian

 Marion
Graham

 Mitchell
Austin

 Office
of Technology

 Division
of Corporation Finance

 Securities
and Exchange Commission

 100
F Street, N.E.

 Washington,
D.C. 20549

 Re:
 ChowChow
 Cloud International Holdings Limited

 Registration
Statement on Form F-1 (File No. 333-286296)

 Registration
Statement on Form 8-A (File No. 001-42839)

 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, ChowChow Cloud International
Holdings Limited (the "Company") hereby requests an acceleration of the effectiveness of the above-referenced Registration
Statement on Form F-1 (the "F-1 Registration Statement"), so that such Registration Statement will become effective at 4:00
p.m., Eastern Time, on September 15, 2025 or as soon thereafter as practicable.

 The
Company also requests that the Registration Statement on Form 8-A under the Securities Exchange Act of 1934, as amended, covering the
ordinary shares of the Company, be declared effective concurrently with the Form F-1 Registration Statement (the Form 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.
The request may be made by an executive officer of the Company or by any attorney from the Company's U.S. counsel, Sidley Austin.

 The
Company understands that US Tiger Securities, Inc., the underwriter of the offering, has joined in this request in a separate letter
filed with the Securities and Exchange Commission (the "Commission") today.

 The
Company hereby acknowledges the following:

 ●

 should
 the Commission or the staff of the Commission (the "Staff"), acting pursuant to delegated authority, declare the filing
 effective, it does not foreclose the Commission from taking any action with respect to the filing;

 ●

 the
 action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve
 the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

 ●

 the
 Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission
 or any person under the federal securities laws of the United States.

 Very
 truly yours,

 ChowChow
 Cloud International Holdings Limited

 By:
 /s/
 Yee Kar Wing

 Name:

 Yee
 Kar Wing

 Title:
 Chairman
 of the Board of Directors and Chief Executive Officer

CORRESP
 1
 filename1.htm

 Sidley
 Austin
 39F,
 Two Int'l Finance Centre
 Central, Hong Kong
 +852
 2509 7888
 +852
 2509 3110 FAX
 +852
 2509 7858
 meng.ding@sidley.com

 September
2, 2025

 CONFIDENTIAL

 Melissa
Walsh

 Stephen
Krikorian

 Marion
Graham

 Mitchell
Austin

 Office
of Technology

 Division
of Corporation Finance

 Securities
and Exchange Commission

 100
F Street, N.E.

 Washington,
D.C. 20549

 Re:
 ChowChow
 Cloud International Holdings Limited

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

 Filed
 August 22, 2025

 File
 No. 333-286296

 Dear
Ms. Walsh, Mr. Krikorian, Ms. Graham and Mr. Austin,

 On
behalf of our client, ChowChow Cloud International Holdings Limited (the " Company "), a foreign private
issuer incorporated under the laws of the Cayman Islands, we are submitting 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 August 29, 2025 regarding the Company's Amendment No. 2
to Registration Statement on Form F-1 filed on August 22, 2025 (the " Amendment No. 2 to Registration
Statement ") relating to a proposed initial public offering of the Company's Ordinary Shares in the United
States. Concurrently with the submission of this letter, the Company is filing its revised registration statement on Form F-1 (the
" Amendment No. 3 to Registration Statement ") via EDGAR to the Commission.

 The
Company has responded to all of the Staff's comments by revising the Registration Statement to address the comments, by providing
an explanation if the Company has not so revised the Registration Statement, or by providing supplemental information as requested. The
Staff's comments are repeated below in bold and followed by the Company's response. Terms used but not otherwise defined
herein have the meanings set forth in the Amendment No. 2 to Registration Statement.

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

 Business

 Legal
Proceedings, page 80

 1.
 You
 disclose that in July 2025, a multinational OEM company (through its Hong Kong subsidiary)
 filed a lawsuit in Hong Kong against your Chief Executive Officer, Mr. Yee Kar Wing, and
 one of your subsidiaries, Sereno Cloud Solution HK Limited. Please revise to disclose the
 name of the court in which the proceedings are pending, the date instituted, the principal
 parties thereto, a description of the factual basis alleged to underlie the proceedings and
 the relief sought.

 In
response to the Staff's comments, the Company respectfully advises that it has revised its disclosure on pages 19 and 80 of the
Amendment No. 3 to Registration Statement.

 ***

 Partners
| Constance Choy H.M., Desmond Ang C.K., (Christopher) Cheng C.H., Meng Ding, Dominic D. James, (Sherlyn) Lau S.Y.,
David K. Lee, Olivia Ngan S.M., (Raymond) Oh C.H., Yuet Ming Tham, Claudia Yu K.W., Yan Zhang
Registered Foreign Lawyers | Dhevine S. Chandrapala (England and Wales)*, (Carrie) Li J. (New York)*, Mevelyn Ong S.L. (New York),
David J. Ryan (Victoria), Giancarlo B. Sambalido (New York), (Renee) Xiong Y. (New York)*, Liming Xu (New York)
Consultants | (Coco) Liu T., Sophia Tong, Douglas Tsang C.L., (Eva) Tsui Y.W, Alan Wong C.K., Felicity Wong K.Y., (Dennis) Wu T.L., Iris
Yuen L.S.

 *
Partner of Sidley Austin Holding LLP (a Delaware Limited Liability Partnership)

 If
you have any questions regarding the Amendment No. 3 to Registration Statement, please contact me at meng.ding@sidley.com, +852 2509
7858 (work) or +852 6461 4000 (cell).

 Thank
you for your time and attention.

 Very
 truly yours,

 /s/
 Meng Ding

 Meng
 Ding

 Enclosure

 c.c.
 Yee
 Kar Wing, Chairman of the Board and Chief Executive Officer

 Adrian
 Yap, Partner, Assentsure PAC

 Ali
 Panjwani, Partner, Pryor Cashman LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 August 29, 2025

Yee Kar Wing
Chief Executive Officer
ChowChow Cloud International Holdings Limited
Unit 03, 23/F, Aitken Vanson Centre
No. 61 Hoi Yuen Road, Kwun Tong
Kowloon, Hong Kong

 Re: ChowChow Cloud International Holdings Limited
 Amendment No. 2 to Registration Statement on Form F-1
 Filed August 22, 2025
 File No. 333-286296
Dear Yee Kar Wing:

 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 our 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. 2 to Registration Statement on Form F-1
Business
Legal Proceedings, page 80

1. You disclose that in July 2025, a multinational OEM company (through its
Hong
 Kong subsidiary) filed a lawsuit in Hong Kong against your Chief
Executive Officer,
 Mr. Yee Kar Wing, and one of your subsidiaries, Sereno Cloud Solution HK
Limited.
 Please revise to disclose the name of the court in which the proceedings
are pending,
 the date instituted, the principal parties thereto, a description of the
factual basis
 alleged to underlie the proceedings and the relief sought.
 August 29, 2025
Page 2

 Please contact Melissa Walsh at 202-551-3224 or Stephen Krikorian at
202-551-3488
if you have questions regarding comments on the financial statements and
related
matters. Please contact Marion Graham at 202-551-6521 or Mitchell Austin at
202-551-3574
with any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Technology
cc: Meng Ding
</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 13, 2025

Yee Kar Wing
Chief Executive Officer
ChowChow Cloud International Holdings Limited
Unit 03, 23/F, Aitken Vanson Centre
No. 61 Hoi Yuen Road, Kwun Tong
Kowloon, Hong Kong

 Re: ChowChow Cloud International Holdings Limited
 Amendment No. 4 to Draft Registration Statement on Form F-1
 Submitted February 28, 2025
 CIK No. 0002041829
Dear Yee Kar Wing:

 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 19, 2025 letter.

Amendment No. 4 to Draft Registration Statement on Form F-1
Notes to the Consolidated Financial Statements
Note 2. Summary of Significant Accounting Policies
(m) Revenue recognition, page F-12

1. We note your response to prior comment 1. It appears you provide a
significant
 service of integrating goods and services with other goods and services
into a bundle
 of goods and services that represent the combined output for which your
customer has
 contracted. Refer to ASC 606-10-25-21(a). Please confirm that your
accounting for
 March 13, 2025
Page 2

 contracts with multiple promises are similar to Case B of Example 11 in
ASC 606-10-
 55-146 through 55-150.
(n) Cost of revenues, page F-19

2. We note your response to prior comment 4. As previously requested,
please clarify
 your methodology for classifying costs as cost of products or as cost of
services. Help
 us understand if you track and classify the costs associated with each
of your contracts
 individually. That is, confirm that when the costs are incurred, such
costs are assigned
 to the appropriate cost category. Confirm that you are not aggregating
all costs of
 revenue and then allocating the total amount among the cost categories
based on a
 proportionate revenue allocation methodology for presentation purposes.
In addition,
 as previously requested in prior comment 5, please consider revising
your disclosure
 to also explain the methodology used to classify cost of revenue among
cost of
 products and cost of services.
Unaudited Condensed Consolidated Financial Statements
Notes to the Consolidated Financial Statements
Note 2. Summary of Significant Accounting Policies
(a) Basis of presentation, page F-45

3. We note your revision in response to prior comment 6. As previously
requested,
 please also revise to include the required statements outlined within
Rule 10-01(b)(8)
 of Regulation S-X. That is, include a statement that the unaudited
interim financial
 statements include all adjustments that, in the opinion of management,
are necessary
 to a fair statement of the results for the interim periods presented. In
addition, if all
 such adjustments are of a normal recurring nature, a statement to that
effect shall be
 made; otherwise, disclose information describing in appropriate detail
the nature and
 amount of any adjustments other than normal recurring adjustments
entering into the
 determination of the results shown.
Exhibits

4. Exhibit 3.1 appears to have been filed as an image file. Please re-file
this exhibit,
 and ensure all other exhibits are filed, in a text-searchable format.
 Please contact Melissa Walsh at 202-551-3224 or Stephen Krikorian at
202-551-3488
if you have questions regarding comments on the financial statements and
related
matters. Please contact Marion Graham at 202-551-6521 or Mitchell Austin at
202-551-3574
with any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Technology
cc: Meng Ding
</TEXT>
</DOCUMENT>

February 19, 2025
Yee Kar Wing
Chief Executive Officer
ChowChow Cloud International Holdings Limited
Unit 03, 23/F, Aitken Vanson Centre
No. 61 Hoi Yuen Road, Kwun Tong
Kowloon, Hong Kong
Re:ChowChow Cloud International Holdings Limited
Amendment No. 3 to Draft Registration Statement on Form F-1
Submitted February 10, 2025
CIK No. 0002041829
Dear Yee Kar Wing:
            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 28, 2025 letter.
Amendment No. 3 to Draft Registration Statement on Form F-1
Notes to the Consolidated Financial Statements
Note 2. Summary of Significant Accounting Policies
(m) Revenue recognition, page F-12
As previously requested in prior comment 3, in your response, please describe in
reasonable detail the nature of each of the promises and the intended benefit to the
customer for each of your contracts with multiple promises. That is, explain the
functionality of the IT solutions that you provide to your customers in each type of
contract scenario. When hardware is sold with IT professional services, describe why 1.

February 19, 2025
Page 2
the hardware system is not functional without the accompanying installation and
integration. When software and IT application products are sold with IT professional
services, describe why the customer cannot deploy or use the software effectively
without IT professional services. When hardware, software and IT application
products are sold with IT professional services, describe why the IT system is not
functional unless all the components are integrated. Explain the difference between
these types of contracts and contracts for hardware or software with immediate
functionality. As part of your response, also tell us how the contract scenarios
identified correlate to the services and solutions described in your Business section
starting on page 73.
2.You indicate in response to prior comment 4 that, in many cases, the customer’s
primary objective is to obtain a fully customized and integrated IT solution, consistent
with your disclosures that you deliver a fully integrated IT solution and the customer
expects a turnkey solution. In this regard, it appears the deliverable to the customer is
a product. Please provide further evidence for why certain contracts with multiple
promises are not categorized as revenue from products. Alternatively, consider
presenting revenue from contracts with multiple promises that include non-distinct
products and services as a separate line item.
(n) Cost of revenues, page F-19
3.We note the significant reclassification of costs from cost of products to cost of
services in each of periods presented, in addition to the reclassification of product
revenue to service revenue for the six months ended June 30, 2023. Tell us what
consideration you gave to labeling your statement of operations and related
disclosures throughout your filing as restated and providing disclosures required by
ASC 250-10-50-7. In addition, tell us what consideration your auditors gave to
including an explanatory paragraph regarding the correction and dual dating their
opinion. Refer to paragraph 16 of PCAOB Auditing Standard (“AS”) 2820 and
paragraph 18(e) of AS 3101.
4.You indicate in response to prior comment 5 that your revised classification of the
types of cost of revenue reflects your methodology of allocating costs to performance
obligations in proportion to the revenues recognized. Please elaborate on your
allocation methodology and indicate which types of costs are being allocated. While
we understand that certain costs may need to be allocated, tell us how your
classification takes into consideration the direct costs of your contracts. In this regard,
please clarify whether cost directly related to the contract are being presented as the
cost of sales in satisfaction of that single performance obligation.
Please clarify how costs of revenue are recognized. In this regard, your disclosure
appears to indicate that costs are matched with the associated performance obligation
by allocating costs to performance obligations in proportion to revenues recognized.
We also note from your response to prior comment 4 that hardware and software costs
are front-loaded. Tell us what consideration you gave to capitalizing costs in
accordance with ASC 340-40-25-6 and recognizing costs as expenses in accordance
with ASC 340-40-25-8. Also, refer to ASC 340-40-55-7 through 55-9. Consider
clarifying your disclosure to address when you recognize cost of revenue separately 5.

February 19, 2025
Page 3
from your discussion of the methodology used to classify cost of revenue among cost
of products and cost of services.
Unaudited Condensed Consolidated Financial Statements
Notes to the Consolidated Financial Statements
Note 2. Summary of Significant Accounting Policies
(a) Basis of presentation, page F-45
6.Please revise the statement indicating that your interim financial statements have been
audited. In addition, please include the required statements outlined within Rule 10-
01(b)(8) of Regulation S-X.
            Please contact Melissa Walsh at 202-551-3224 or Stephen Krikorian at 202-551-3488
if you have questions regarding comments on the financial statements and related
matters. Please contact Marion Graham at 202-551-6521 or Mitchell Austin at 202-551-3574
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Meng Ding

January 28, 2025
Yee Kar Wing
Chief Executive Officer
ChowChow Cloud International Holdings Limited
Unit 03, 23/F, Aitken Vanson Centre
No. 61 Hoi Yuen Road, Kwun Tong
Kowloon, Hong Kong
Re:ChowChow Cloud International Holdings Limited
Amendment No. 2 to Draft Registration Statement on Form F-1
Submitted January 13, 2025
CIK No. 0002041829
Dear Yee Kar Wing:
            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 December 23, 2024 letter.
Amendment No. 2 to Draft Registration Statement on Form F-1
Management's Discussion and Analysis of Financial Condition and Results of Operations
Critical Accounting Policies and Estimates
Revenue Recognition
Contract Scenarios with Multiple Promises, page 53
1.Under contract scenario (ii), please address how you evaluate whether software, IT
application products, and IT professional services are distinct. In this regard, you
address hardware and IT professional services.

January 28, 2025
Page 2
Concentration Risk, page 65
2.We note your response to prior comment 3 with respect to disclosure of the identity of
Company A. We continue to view this information as material as Company A
accounted for greater than 10% of your revenue for fiscal years 2022 and 2023. If you
choose to continue to omit the identity of this customer, please provide a detailed
legal analysis explaining why you believe this information is immaterial to investors.
To the extent known, please tell us the percentage of revenue this customer accounted
for the fiscal year ended December 31, 2024.
Notes to the Consolidated Financial Statements
Note 2. Summary of Significant Accounting Policies
(m) Revenue recognition, page F-12
3.We note your revised disclosure in response to prior comment 5. Please provide us
with a detailed analysis of how you determined that the promises are not separately
identifiable within the context of the contract. In your response, describe in reasonable
detail the nature of each of the promises and the intended benefit to the customer from
each type of contracts. For each contract scenario, tell us in your response how you
concluded that each of the promises is significantly affected by the other. Ensure that
you explain in your analysis how the customer’s utility of the hardware, of the
software, and of the IT application license each depend on the IT professional
services. Also explain in your response what factors you considered in determining
that the IT professional services are an input to the combined output and not distinct
from the other promises.
4.We note your response to prior comment 8 and the related revised disclosures. One of
the factors you indicate that you consider in categorizing revenue is the relative effort.
Please explain in your response what consideration you gave to the nature of your cost
of revenues in determining the predominant characteristic. In this regard, we note that
you have incurred relatively less service costs but have attributed a significant
majority of your contracts with multiple promises to services.
(n) Cost of revenues, page F-18
5.We note your response to prior comment 9 and disclosures indicating that you classify
cost of revenues by nature. Please revise to categorize cost of revenues applicable to
the corresponding category of revenue. Costs and expenses should be combined in the
same manner as revenue. In this regard, we note your disclosure that you allocate
costs to performance obligations in proportion to the revenues recognized. Refer to
Rule 5-03(b) of Regulation S-X.
General
We note that your website describes your LightPay Gateway solution, which is a
"blockchain payment gateway . . . that allows merchants to accept payments in
cryptocurrencies such as Bitcoin or Ethereum." In your response, please
•fully describe how this platform works, including the loyalty rewards and wallet
features described on your website;
clarify whether the platform is currently operational and whether it has generated •6.

January 28, 2025
Page 3
any revenue to date;
•describe the types of cryptocurrencies the platform accepts; and
•clarify whether the company holds any cryptocurrencies.
Additionally, please revise your disclosures as necessary.
            Please contact Melissa Walsh at 202-551-3224 or Stephen Krikorian at 202-551-3488
if you have questions regarding comments on the financial statements and related
matters. Please contact Marion Graham at 202-551-6521 or Mitchell Austin at 202-551-3574
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Meng Ding

December 23, 2024
Yee Kar Wing
Chief Executive Officer
ChowChow Cloud International Holdings Limited
Unit 03, 23/F, Aitken Vanson Centre
No. 61 Hoi Yuen Road, Kwun Tong
Kowloon, Hong Kong
Re:ChowChow Cloud International Holdings Limited
Amendment No. 1 to Draft Registration Statement on Form F-1
Submitted December 10, 2024
CIK No. 0002041829
Dear Yee Kar Wing:
            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 November 21, 2024 letter.
Amendment No. 1 to Draft Registration Statement on Form F-1
Conventions Which Apply to This Prospectus, page 7
We note your response to prior comment 5. We note from your disclosure on page 7
that you exclude Hong Kong and Macau from your definition of "PRC" or "China" for
reference to specific laws and regulations adopted by the PRC. Please revise to
remove the exclusion of Hong Kong and Macau from such definition. Clarify that all
the legal and operational risks associated with having operations in the People’s
Republic of China (PRC) also apply to operations in Hong Kong and Macau. In this
regard, ensure that your disclosure does not narrow risks related to operating in the 1.

December 23, 2024
Page 2
PRC to mainland China only. For example, we note your disclosure on page 4 that
"Hong Kong does not have similar regulations as of the PRC to extend oversight and
control over offerings that are conducted overseas." Where appropriate, you may
describe PRC law and then explain how law in Hong Kong and Macau differs from
PRC law and describe any risks and consequences to the company associated with
those laws.
Selected Consolidated Financial Data, page 50
2.Please revise to also include updated interim selected financial data.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Concentration Risk, page 65
3.We note your response to prior comment 11 and the revisions made on page 11, and
we re-issue this comment. While we note your response, we view the identities of
these customers to be material information. Accordingly, please revise here or in your
business section to identify these three customers. We also note your response that
your transactions with these customers are "primarily based on purchase orders" and
that there was "no formal long-term or framework agreement between the Company
and such customers." Please revise to disclose the material terms of your purchase
orders with each of these customers. Additionally, please tell us the number of
purchase orders the company entered into with each of these customers during this
period, and whether any individual purchase order generated 10% or more of your
revenue for the period. Lastly, as we note you qualify your reference to purchase
orders with the word "primarily", please describe the other types of agreements you
have with these customers.
4.We note your response to prior comment 12 and the revisions made on page 12, and
we re-issue this comment. While we note your response, we view the identities of
these suppliers to be material information. Accordingly, please revise here or in your
business section to identify these three suppliers. We also note your response that your
transactions with these suppliers are "primarily based on purchase orders" and that
there was "no formal long-term or framework agreement between the Company and
such suppliers." Please revise to disclose the material terms of your purchase orders
with each of these suppliers. Additionally, please tell us the number of purchase
orders the company entered into with each of these suppliers during this period, and
whether any individual purchase order accounted for 10% or more of your cost of
revenue for the period. Lastly, as we note you qualify your reference to purchase
orders with the word "primarily", please describe the other types of agreements you
have with these suppliers.
Notes to the Consolidated Financial Statements
Note 2. Summary of Significant Accounting Policies
(m) Revenue recognition, page F-12
We note your revised disclosure in response to prior comment 17 to clarify how the
distinctness of performance obligations is evaluated in contracts with customers.
Please further explain to us in reasonable detail how you determined that your
promises are highly interdependent and interrelated. Refer to the examples in ASC 5.

December 23, 2024
Page 3
606-10-55-136 through 55-150K and the basis for conclusion in BC32 and BC33 of
ASU 2016-10.
6.We note your revised disclosure in response to prior comment 17. You state that
contracts with customers often contain multiple performance obligations and that you
evaluate each promised good or service in a contract to determine whether it is
distinct. For each of the Contract Scenarios described in your revised disclosure, we
note that the promises in the contracts are considered a single performance obligation.
Please revise your disclosures to clarify that you have contracts that contain multiple
promises to deliver goods or services, rather than referring to your contracts as having
multiple performance obligations.
7.We note your revised disclosure in response to prior comment 18. Please provide us
with a more comprehensive accounting analysis as to why IT professional services do
not meet the criteria in ASC 606-10-25-27(c). Explain why your performance does
not create an asset with an alternative use, considering your services are tailored to
customer needs. In addition, explain why you do not believe you have an enforceable
right to payment for performance completed to date, considering your typical
engagement letters permit clients to terminate the engagement without penalty at any
time, as noted from your disclosure on page 20, and considering your typical payment
terms described on page 75.
8.We note your revised disclosure of the breakdown of revenue among products and
services in response to prior comment 20. Please further explain how you determined
the categorization of each item. We note your disclosure that you cannot allocate
revenue to individual components such as hardware, software, or services, so revenue
is categorized based on the predominant characteristic of the combined deliverable.
Please explain how you determined that services were the predominant characteristic
for each of the contract scenarios under Revenue from Services.
(n) Cost of revenues, page F-18
9.Please explain to us how you allocate cost of revenue among products and services
and how it correlates to the allocation of revenue to products and services. Describe
the nature of the costs included in each category and why the margins on revenue
from services contracts are so much higher than the margins on revenue from products
contracts.
            Please contact Melissa Walsh at 202-551-3224 or Stephen Krikorian at 202-551-3488
if you have questions regarding comments on the financial statements and related
matters. Please contact Marion Graham at 202-551-6521 or Mitchell Austin at 202-551-3574
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology

December 23, 2024
Page 4
cc:Meng Ding

November 21, 2024
Yee Kar Wing
Chief Executive Officer
ChowChow Cloud International Holdings Limited
Unit 03, 23/F, Aitken Vanson Centre
No. 61 Hoi Yuen Road, Kwun Tong
Kowloon, Hong Kong
Re:ChowChow Cloud International Holdings Limited
Draft Registration Statement on Form F-1
Submitted October 25, 2024
CIK No. 0002041829
Dear Yee Kar Wing:
            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.You disclose that you will be a "controlled company" following the completion of this
offering because of Rainbow Sun Enterprise Limited's beneficial ownership of your
ordinary shares. Please revise here to also disclose that your Chairman and CEO, Yee
Kar Wing, is the controlling shareholder and sole director of Rainbow
Sun. Additionally, clearly state whether you intend to take advantage of the controlled
company exemptions under the NYSE rules.

November 21, 2024
Page 2
Table of Contents, page i
2.We note your statement that some of the information in the prospectus is based
on industry publications and reports generated by third parties and that you have not
independently verified the third-party data. You are responsible for the entire content
of the registration statement and should not include language that can be interpreted as
a disclaimer of information you have chosen to include. Please revise.
Additionally, with respect to each statement attributed to industry publications and
reports, please revise to disclose the title and year of publication of such reports.
Overview, page 1
3.Please revise your discussion of "tenant" to include a more robust explanation of the
term and its relevance to both the company and customers.
Prospectus Summary, page 1
4.We note extensive discussion of artificial intelligence technology in your disclosure
and that you are "focused on innovation in [y]our cloud solutions and the application
of emerging technologies such as cloud technology and AI." Please indicate the
products incorporating each technology in your pipeline and the stage of development
of each technology. With respect to artificial intelligence, please indicate if your
algorithms are proprietary or open source, and update your risk factors to reflect any
material risks arising from your use of AI.
Conventions Which Apply to This Prospectus, page 5
5.We note from your disclosure on page 5 that you exclude Hong Kong and Macau
from your definition of “PRC” or “China” for the purpose of your registration
statement. Please revise to remove the exclusion of Hong Kong and Macau from such
definition. Clarify that all the legal and operational risks associated with having
operations in the People’s Republic of China (PRC) also apply to operations in Hong
Kong and Macau. In this regard, ensure that your disclosure does not narrow risks
related to operating in the PRC to mainland China only. For example, we note your
disclosure on the cover page that the national laws of the PRC shall not be applied in
Hong Kong except for those listed in Annex III of the Basic Law and that the basic
policies of the PRC regarding Hong Kong provide Hong Kong with a high degree of
autonomy and executive, legislative and independent judicial powers, including that
of final adjudication under the principle of “one country, two systems." Where
appropriate, you may describe PRC law and then explain how law in Hong Kong and
Macau differs from PRC law and describe any risks and consequences to the company
associated with those laws.
Risk Factors, page 8
6.In light of recent events indicating greater oversight by the Cyberspace
Administration of China (CAC) over data security, particularly for companies seeking
to list on a foreign exchange, please revise your disclosure to explain how this
oversight impacts your business and your offering and to what extent you believe you
are compliant with the regulations or policies that have been issued by the CAC to
date.

November 21, 2024
Page 3
Risks Related to Our Ordinary Shares and This Offering
Although the audit report included in this prospectus is prepared by U.S. auditors who are
subject to PCAOB inspections on a regular basis, page 29
7.Please explain the disclosure on the top of page 31 stating that your auditor has been
inspected by the PCAOB on a regular basis, as no inspections are noted by the Staff.
Dividend Policy, page 41
8.Please clarify your disclosure stating that you have not previously declared or paid
any cash dividends. In this regard, we note from disclosure elsewhere that a dividend
was declared on December 31, 2023.
Enforceability of Civil Liabilities, page 44
9.You disclose here that a "majority" of your directors and officers are nationals or
residents of jurisdictions other than the United States. On pages 27 and 34, you
disclose that "all" directors and officers are nationals or residents of jurisdictions other
than the United States. Please revise to clarify. Additionally, please revise to disclose
where your directors and officers are nationals or residents of.
Management's Discussion and Analysis of Financial Condition and Results of Operations,
page 49
10.You disclose that you recognize revenue from the sale of software and IT application
products; however, the tables on page 53 do not appear to include revenue from this
category of offering. Please revise or advise.
Concentration Risk, page 59
11.You disclose that your top three customers for the fiscal year ended December 31,
2023 accounted for 32.8%, 17.9% and 11.5% of your total revenue. Please revise here
or in your business section to identify these customers and disclose the material terms
of any material agreements with these customers. See Item 3.D and Item 4.B of Form
20-F. Additionally, please file any material agreements as exhibits. Consider Item
601(b)(10) of Regulation S-K.
12.We also note that you depend on a small number of suppliers and that three suppliers
accounted for 35.1%, 34.8% and 10.1% of your cost of revenue for the fiscal year
ended December 31, 2023. Please revise here or in your business section to identify
these suppliers and disclose the material terms of any material agreements with these
suppliers. See Item 3.D and Item 4.B of Form 20-F. Additionally, please file any
material agreements as exhibits. Consider Item 601(b)(10) of Regulation S-K.
Related Party Transactions, page 84
13.We note your disclosure that the table includes major related parties and their
relationships with the Company as of December 31, 2022 and 2023. Please revise
your related party transactions disclosure to reflect the three financial years up to the
date of the document as required by Item 7.B. of Form 20-F.

November 21, 2024
Page 4
Experts, page 110
14.We note your disclosure that the audit report includes an explanatory paragraph
referring to the translation of Hong Kong dollar amounts to United States dollar
amounts. However, no such explanatory paragraph is included in the audit report on
page F-1. Please clarify.
ChowChow Cloud International Holdings Limited
Consolidated Statements of Operations and Comprehensive Income
For The Years Ended December 31, 2022 and 2023, page F-3
15.We note from your disclosure on page 56 that other income includes the reversal of
current expected losses on accounts receivable. Please revise to classify this reversal
consistently with the charge for expected credit loss on trade receivables in general
and administrative expenses.
Notes to the Consolidated Financial Statements
Note 2. Summary of Significant Accounting Policies
(m) Revenue recognition, page F-12
16.You indicate that if the software license is distinct and provides the customer with full
control of the software, revenue is recognized when the license is delivered. Please
clarify if the performance obligation is a right to use IP.
17.We note that contracts with customers often contain multiple performance obligations.
For each of the following types of contracts, please revise to explain how you
determine whether the performance obligation is distinct. Refer to ASC 606-10-25-19
through 25-22:

•Sale of hardware products that include system setup, development, customization,
or integration services;

•Sale of software and IT application products that include packaged software,
customized setup implementation, or integrated hardware and software platforms;

•Maintenance and support services that consist of unspecified future updates and
upgrades, as well as technical support; and

•IT professional services related to IT system setup, development, customization or
integration services.
18.Please explain why IT professional services are recognized at a point in time upon the
completion of the services. That is, tell us what consideration was given to whether
control of these services is transferred over time based on the criteria in ASC 606-10-
25-27.
19.Please revise to explain what consideration was given to the principal versus agent
considerations in ASC 606-10-55-36 through 55-40. In this regard, based on
disclosures elsewhere in your filing, we note your partnerships with cloud and
technology service providers and that you outsource to third-party service providers.

November 21, 2024
Page 5
20.Please revise to disaggregate revenue from contracts with multiple performance
obligations among your other categories of revenue, including revenue generated from
the sale of software and IT application products. In addition, revise your consolidated
statements of operations and comprehensive income to separately present revenue and
related cost of revenues from products and from services to the extent greater than
10% of the respective totals. Refer to Rules 5-03(b)(1) and (2) of Regulation S-X.
(o) Selling and marketing expenses, page F-15
21.We note your disclosure that capitalized commissions are amortized over the period in
which the related performance obligations are satisfied. Revise to disclose how any
commissions paid for renewals are considered in your estimated benefit period and the
period of time over which you amortize commission costs related to contract
renewals. That is, if additional sales commissions are paid upon contract renewal,
consideration should be given to whether such amounts are commensurate with the
initial commissions. Refer to ASC 340-40-35-1 and ASC 340-40-50-2.
(v) Segment reporting, page F-18
22.Please revise to also disclose revenues from external customers attributed to your
country of domicile. We note your disclosures in this regard on the cover page and
page 25 of your filing. Refer to ASC 280-10-50-4.
Note 10. Intangible Asset, Net, page F-29
23.You indicate that development costs paid in preparing an asset for its intended use are
capitalized when they meet the criteria for recognition as an intangible asset under
ASC 350. Please confirm that such capitalized costs are those incurred during the
application development stage consistent with the guidance in ASC 350-40-25-2 or
revise accordingly. In addition, you indicate that amortization of the intangible asset
began upon the asset being placed into service. Amortization should begin when the
intangible asset is ready for its intended use, regardless of when it is placed in service,
based on the guidance in ASC 350-40-35-6. Please revise accordingly.
General
24.Disclose each permission or approval that you or your subsidiaries are required to
obtain from Chinese authorities to operate your business and to offer the securities
being registered to foreign investors. State whether you or your subsidiaries are
covered by permissions requirements from the China Securities Regulatory
Commission (CSRC), Cyberspace Administration of China (CAC) or any other
governmental agency that is required to approve your operations, and state
affirmatively whether you have received all requisite permissions or approvals and
whether any permissions or approvals have been denied. Please also describe the
consequences to you and your investors if you or your subsidiaries: (i) do not receive
or maintain such permissions or approvals, (ii) inadvertently conclude that such
permissions or approvals are not required, or (iii) applicable laws, regulations, or
interpretations change and you are required to obtain such permissions or approvals in
the future.

November 21, 2024
Page 6
25.Please supplementally provide us with copies of all written communications, as
defined in Rule 405 under the Securities Act that you, or anyone authorized to do so
on your behalf, present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or not they retain copies of the communications.
            Please contact Melissa Walsh at 202-551-3224 or Stephen Krikorian at 202-551-3488
if you have questions regarding comments on the financial statements and related
matters. Please contact Marion Graham at 202-551-6521 or Mitchell Austin at 202-551-3574
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Meng Ding