SecProbe.io

CORRESP
1
filename1.htm

Click
Holdings Limited

December
17, 2025

Via
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Trade & Services

100
F Street, N.E.

Washington,
D.C. 20549

Dear
SEC Officers:

    Re:
    Click
    Holdings Limited

    Registration
    Statement on Form F-1, as amended (File No. 333-292135)

    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, Click Holdings Limited (the
“Company”) hereby requests that the effectiveness of the above-referenced Registration Statement be accelerated and that
the Registration Statement become effective at 12 noon, Eastern Time, on December 19, 2025, 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,

    Click
    Holdings Limited

    /s/
                           Chan Chun Sing

    Name:
    Chan Chun Sing

    Title:

    Chief Executive Officer, Director and Chairman

cc: Loeb
                                            & Loeb LLP

CORRESP
 1
 filename1.htm

 March 28, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Re:
 Click Holdings Limited

 Registration Statement on Form F-1, as amended

 File No. 333-285922

 Ladies and Gentlemen:

 As the placement agent of
the proposed offering of Click Holdings Limited (the "Company"), we hereby join the Company's request for acceleration
of the above-referenced Registration Statement, requesting effectiveness for 5:00 p.m., Eastern Time, on March 31, 2025, or as soon thereafter
as is practicable.

 The undersigned advise that
they have complied and will continue to comply with Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

 Very truly yours,

 Pacific Century Securities, LLC

 By:
 /s/ Francis Ong

 Name:
 Francis Ong

 Title:
 Chief Executive Officer

CORRESP
 1
 filename1.htm

 Click Holdings Limited

 Unit 709, 7/F., Ocean Centre

 5 Canton Road

 Tsim Sha Tsui, Kowloon

 Hong Kong

 March 28, 2025

 Ms. Cara Wirth /Ms. Lilyanna Peyser

 Securities and Exchange Commission

 Division of Corporation Finance

 Office of Trade & Services

 Washington, D.C. 20549

 Re:
 Click Holdings Limited

 Registration Statement on Form F-1

 Initially submitted on March 19, 2025

 File No. 333-285922

 Pursuant to Rule 461 under
the Securities Act of 1933, as amended, Click Holdings Limited 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 March 31, 2025, or as soon as thereafter practicable.

 Very truly yours,

 /s/ Chan Chun Sing

 Chan Chun Sing
 Chief Executive Officer

 cc:
 Loeb & Loeb LLP

 VCL Law LLP

CORRESP
 1
 filename1.htm

 Lawrence Venick

 Partner

 2206-19 Jardine House
 Direct
 +852.3923.1188

 1 Connaught Place Central
 Main
 +852.3923.1111

 Hong Kong, SAR
 Fax
 +852.3923.1100

 lvenick@loeb.com

 Via EDGAR

 March 27, 2025

 Ms. Cara Wirth /Ms. Lilyanna Peyser

 Securities and Exchange Commission

 Division of Corporation Finance

 Office of Trade & Services

 Washington, D.C. 20549

 Re:
 Click Holdings Limited (the " Company ")

 Registration Statement on Form F-1

 Submitted on March 19, 2025

 File No. 333-285922

 Dear: Ms. Wirth and Ms. Peyser

 As counsel for the Company
and on its behalf, this letter is being submitted in response to the letter dated March 26, 2025 from the Securities and Exchange Commission
(the " Commission ") in which the staff of the Commission (the " Staff ") commented on the above-referenced
Registration Statement on Form F-1 (the " Form F-1 "). We have submitted an amendment No. 1 to the Registration Statement
on Form F-1 (the Amendment ") in response to the Staff's comments.

 For the Staff's convenience,
the Staff's comment has been stated below in its entirety, with the Company's response set out immediately underneath such
comment.

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

 General

 1.

 We note your statement on the cover page
 that your Ordinary Shares are priced at an assumed offering price of $0.60 per share and that "[t]he public offering price for
 the securities in this offering will be determined at the time of pricing, and may be at a discount to the current market price at
 the time." We also note that at the time you filed, as disclosed on the cover page, the last reported sales price was $1.64,
 and since then the trading price has increased further. Given the significant discount of your assumed offering price to your market
 price, please revise to provide risk factor disclosure that addresses the reason(s) for the discount, as well as any related impact
 on dilution and the market price post-offering. In the risk factor or another appropriate place, including the Determination of
 Offering Price section on page 96, disclose what factors were used to determine the offering price, and how such factors were
 considered, weighed and prioritized.

 Response: The Company amended the Cover
page and pages 7, 35, and 96 of the Amendment in response to the Staff's comments.

 * * *

 Please contact the undersigned
at +1 (310) 728-5129 if you have any questions with respect to the response contained in this letter.

 Sincerely,

 /s/ Lawrence S. Venick

 Lawrence Venick

 Partner

 cc: Chan Chun Sing

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 26, 2025

Chan Chun Sing
Chief Executive Officer
Click Holdings Ltd.
Unit 709, 7/F., Ocean Centre
5 Canton Road
Tsim Sha Tsui, Kowloon
Hong Kong

 Re: Click Holdings Ltd.
 Registration Statement on Form F-1
 Filed March 19, 2025
 File No. 333-285922
Dear Chan Chun Sing:

 We have conducted a limited review of your registration statement and
have the
following comment(s).

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments.

Registration Statement on Form F-1 Filed March 19, 2025
General

1. We note your statement on the cover page that your Ordinary Shares are
priced at an
 assumed offering price of $0.60 per share and that "[t]he public
offering price for the
 securities in this offering will be determined at the time of pricing,
and may be at a
 discount to the current market price at the time." We also note that at
the time you
 filed, as disclosed on the cover page, the last reported sales price was
$1.64, and since
 then the trading price has increased further. Given the significant
discount of your
 assumed offering price to your market price, please revise to provide
risk factor
 disclosure that addresses the reason(s) for the discount, as well as any
related impact
 on dilution and the market price post-offering. In the risk factor or
another appropriate
 March 26, 2025
Page 2

 place, including the Determination of Offering Price section on page 96,
disclose what
 factors were used to determine the offering price, and how such factors
were
 considered, weighed and prioritized.
 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

 Please contact Cara Wirth at 202-551-7127 or Lilyanna Peyser at
202-551-3222 with
any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
cc: Lawrence Venick
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

CLICK HOLDINGS LIMITED

Unit 709, 7/F., Ocean Centre

5 Canton Road

Tsim Sha Tsui, Kowloon

Hong Kong

+852 3758 2780

September 27, 2024

Via EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street, N.E. 

Washington, D.C. 20549

    Attention:
    Scott Anderegg

    Dietrich King

    Re:
    Click Holdings Limited

    Registration Statement on Form F-1

    Initially Filed on June 27, 2024

    File No. 	333-280522

Acceleration Request

    Requested Date:
    September 30, 2024

    Requested Time:
    4:00 PM Eastern Time

Ladies and Gentlemen:

Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended, Click Holdings Limited (the “Registrant”) hereby
requests acceleration of the effective date of its Registration Statement on Form F-1 (File No. 333-280522) so that it may become
effective at 4:00 p.m. Eastern Time on September 30, 2024, or at such time as the Registrant may request by telephone to the staff  of the Securities and Exchange Commission. In addition, the Registrant
hereby authorizes Megan J. Penick, Esq. of Dorsey & Whitney LLP, counsel for the Registrant, to make such request on the
Registrant’s behalf.

    Very truly yours,

    Click Holdings Limited

    /s/ Chan Chun Sing

    Name:
    Chan Chun Sing

    Title:
    Chief Executive Officer and

Chairman of the Board of Directors

CORRESP
1
filename1.htm

Click Holdings Limited

September 27, 2024

Via EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

    Re:
    Click Holdings Limited

    Registration Statement on Form F-1, as amended

    Initially Filed on June 27, 2024

    File No.: 333-280522

Ladies and Gentlemen:

Pursuant to Rule 461 under
the Securities Act of 1933, as amended (the “Act”), we, R.F. Lafferty & Co., Inc., as the representative of the several
underwriters, hereby join in the request by Click Holdings Limited that the effective date of the above-referenced registration statement
be accelerated so that it will be declared effective at 4:00 p.m., Eastern Time, on September 30, 2024, or as soon thereafter as practicable.

Pursuant to Rule 460 under
the Act, we, as representative of the several underwriters, wish to advise you that we have distributed to each underwriter and dealer
who is reasonably anticipated to participate in the distribution of the security to be offered a sufficient number of copies of the preliminary
prospectus permitted by Rule 430 under the Act as it appears to be reasonable to secure their adequate distribution.

We, the undersigned, as representative
of the several underwriters, confirm that we have complied and will continue to comply with, and we have been informed or will be informed
by the participating underwriters and dealers that they have complied or will comply with, Rule 15c2-8 promulgated under the Securities
Exchange Act of 1934, as amended.

Very truly yours,

R.F. Lafferty & Co., Inc.

    By:
    /s/ John Heidenreich

    Name:
    John Heidenreich

    Title:
    Head of Equity Capital Markets

CORRESP
1
filename1.htm

Click Holdings Limited

Unit 709, 7/F., Ocean Centre

5 Canton Road, Tsim Sha Tsui, Kowloon, Hog Kong

    July 12, 2024

Office of Trade and Services

Division of Corporation Finance

U.S. Securities and Exchange Commission

Washington, D.C. 20549

    Attn:
    Scott Anderegg

Dietrich King

    Re:
    Click Holdings Limited

Registration Statement on Form F-1

Filed June 27, 2024

File No. 333-280522

Ladies and Gentlemen:

We are hereby transmitting
the response of Click Holdings Limited, a British Virgin Islands limited company (the “Company,” “we,”
or “our”), to the comment letter we received from the staff (the “Staff”) of the U.S.
Securities and Exchange Commission (the “Commission”) on July 10, 2024, regarding the Registration Statement
on Form F-1 (the “Registration Statement”), as filed with the Commission on June 27, 2024. An Amendment No.
1 to the Registration Statement (the “Amended No.1 to the Registration Statement”) is being submitted to the
Commission concurrently with this letter.

For your convenience, we have
repeated below the comments of the Staff in bold and have followed the Staff’s comments with the Company’s response.

Registration Statement on Form F-1 filed June 27, 2024

Capitalization, page 46

    Please tell us how you gave effect to the issuance and sale of 400,000 shares in private placement subsequent to December 31, 2023 in the pro forma and pro forma as adjusted columns.

Response: To address the Staff’s comment, we have revised our disclosure on page 46 of the Amended No.1 to the Registration Statement.

Dilution, page 47

    2.
    Please tell us how you reflected the issuance of 400,000 new ordinary shares for $512,821 on February 7, 2024 in your dilution disclosure.

Response: To address the Staff’s comment, we have revised our disclosure on page 47 of the Amended No.1 to the Registration Statement.

We thank the Staff in advance
for its review of the foregoing in relation to the Company’s filing of its Registration Statement. We respectfully request that
you provide us with any additional comments on or before July 24, 2024. Should you have any questions or concerns, please kindly contact
our U.S. securities counsel, Megan J. Penick, Esq., of Dorsey & Whitney, LLP, by telephone at (201) 892-9525 or email at penick.megan@dorsey.com.

    Sincerely,

    /s/ Chan Chun Sing

    Chan Chun Sing

    Chief Executive Officer

    Click Holdings Limited

July 10, 2024
Chan Chun Sing
Chief Executive Officer
Click Holdings Ltd.
Unit 709, 7/F., Ocean Centre
5 Canton Road
Tsim Sha Tsui, Kowloon, Hong Kong
Re:Click Holdings Ltd.
Registration Statement on Form F-1
Filed June 27, 2024
File No. 333-280522
Dear Chan Chun Sing:
            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.
Registration Statement on Form F-1 filed June 27, 2024
Capitalization, page 46
1.Please tell us how you gave effect to the issuance and sale of 400,000 shares in private
placement subsequent to December 31, 2023 in the pro forma and pro forma as adjusted
columns.
Dilution, page 47
2.Please tell us how you reflected the issuance of 400,000 new ordinary shares for $512,821
on February 7, 2024 in your dilution disclosure.
            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.

July 10, 2024
Page 2
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Valeria Franks at 202-551-7705 or Suying Li at 202-551-3335 if you have
questions regarding comments on the financial statements and related matters. Please contact
Scott Anderegg at 202-551-3342 or Dietrich King at 202-551-8071 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Hilda Chan

United States securities and exchange commission logo
May 15, 2024
Chan Chun Sing
Chief Executive Officer
Click Holdings Ltd.
Unit 709, 7/F., Ocean Centre
5 Canton Road
Tsim Sha Tsui, Kowloon, Hong Kong
Re:Click Holdings Ltd.
Draft Registration Statement on Form F-1
Submitted April 18, 2024
CIK No. 0002020027
Dear Chan Chun Sing:
            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
Prospectus Cover Page, page i
1.We note your disclosure that following the offering you will be a controlled company. If
true, please disclose that Mr. Chan Chun Sing will have the ability to determine all matters
requiring approval by stockholders, rather than your "Controlling Shareholder."
2.We note that the company is a Cayman Islands holding company that operates its business
in China through its PRC subsidiaries. Please disclose prominently that this holding
company structure involves unique risks to investors. Your disclosure should
acknowledge that Chinese regulatory authorities could disallow this structure, which
would likely result in a material change in your operations and/or a material change in the
value of the securities you are registering for sale, including that it could cause the value
of such securities to significantly decline or become worthless. Provide a cross-reference

 FirstName LastNameChan Chun Sing
 Comapany NameClick Holdings Ltd.
 May 15, 2024 Page 2
 FirstName LastNameChan Chun Sing
Click Holdings Ltd.
May 15, 2024
Page 2
to your detailed discussion of risks facing the company and the offering as a result of this
structure.
3.Please provide prominent disclosure on your prospectus cover page about the legal and
operational risks associated with being based in or having the majority of the company’s
operations in China. Your disclosure should make clear whether these risks could result in
a material change in your operations and/or the value of the securities you are registering
for sale or could significantly limit or completely hinder your ability to offer or continue
to offer securities to investors and cause the value of such securities to significantly
decline or be worthless. Your disclosure should address how recent statements and
regulatory actions by China’s government, such as those related to data security or anti-
monopoly concerns, have or may impact the company’s ability to conduct its business,
accept foreign investments, or list on a U.S. or other foreign exchange. Your prospectus
summary should address, but not necessarily be limited to, the risks highlighted on the
prospectus cover page.
Prospectus Summary, page 1
4.Please expand the description of your business in prospectus summary. In doing so, please
include your revenue and net income for the recent years, and disclose your debt. In
addition, please note, if true, that your recent revenue growth has been driven by your
professional solution services sector, and discuss how this sector differs from your other
sectors (e.g., dependence on employees rather than contractors, etc.).
5.Please refer to the "Risks related to doing business in Hong Kong" section on page 3. For
each category of risks identified here, please provide a specific cross-reference (title and
page number) to the more detailed discussion of these risks in the risk factor section of the
prospectus.
6.Please refer to second bullet pointed summary risk factor on page 4. Please augment your
discussion to 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.
Use of Proceeds, page 42
7.With respect to the first bullet, please clarify whether you have identified any targets
for potential investments and/or horizontal acquisition of human resources solution
providers.
Capitalization, page 44
8.Please include short-term bank loans in your capitalization table. Please refer to Item 4.a
of Form F-1 and Item 3.B of Form 20-F.

 FirstName LastNameChan Chun Sing
 Comapany NameClick Holdings Ltd.
 May 15, 2024 Page 3
 FirstName LastNameChan Chun Sing
Click Holdings Ltd.
May 15, 2024
Page 3
Corporate history and structure, page 47
9.Please add a similar diagram that illustrates your corporate and shareholding structure
following the completion of your initial public offering, making such reasonable
assumptions as you deem necessary. Please make conforming revisions to the Corporate
History and Structure section beginning on page 46.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations
Comparison of Years Ended December 31, 2023 and 2022, page 49
10.You state in Note 10 that you have three reportable segments. Please tell us your
consideration of providing a discussion of results of operations on a segment basis. Please
also disclose, with quantification, the business reasons for changes in your corporate and
unallocated expenses. Refer to Item 4.a of Form F-1 and Item 5 of Form 20-F.
Business
Employees, page 62
11.We note your professional solution service team comprised six persons as of December
31, 2023. We further note on page 50 you disclose that this team drove the approximately
$1.5 million or 36.1% increase in your revenue from $4.2 million in FY2022 to $5.7
million in FY2023. In light of these factors, as they seem to be significant employees to
your business, please provide the information required by Item 6.A of Form 20-F for the
members of the professional solution service team or tell us why you believe this
information is not required.
Consolidated Statements of Cash Flows, page F-6
12.You present loss on disposal of property and equipment in the adjustment to reconcile net
income to net cash used in operating activities in the year ended December 31, 2022.
Please disclose the information required in ASC 360-10-50-3 for your disposal of long-
lived assets.
13.Please reconcile the amounts reported as “due from related parties” and “due to related
party” in the cash flows from operating activities in the year ended December 31, 2023 to
the related party balances disclosed in Note 12.
General
14.We note your disclosures suggesting you are not subject to CAC or CSRC review. For
example, on page 21 you disclose, "If Click Services becomes subject to the CAC or
CSRC review, we cannot assure you that Click Services will be able to comply with the
regulatory requirements in all respects and the current practice of collecting and
processing personal information may be ordered to be rectified or terminated by
regulatory authorities. In the event of a failure to comply, Click Services may become

 FirstName LastNameChan Chun Sing
 Comapany NameClick Holdings Ltd.
 May 15, 2024 Page 4
 FirstName LastName
Chan Chun Sing
Click Holdings Ltd.
May 15, 2024
Page 4
subject to fines and other penalties which may have a material adverse effect on our
business, operations and financial condition and may hinder our ability to offer or
continue to offer Shares to investors and cause the value of our Shares to significantly
decline or be worthless." This is only one example. It appears from your disclosures that
you do not believe that your are subject to CAC or CSRC review. Please disclose the basis
for this legal conclusion. If you are relying on legal counsel for this conclusion, please
revise your disclosures through out your prospectus to clarify, if true, that this is counsel’s
conclusion.
15.We note your disclosure on page 17 that the PRC government could intervene with, or
influence, your operations as the government deems appropriate to further regulatory,
political and societal goals. Please further revise your disclosure to address any
permissions or approvals that you or your subsidiaries are required to obtain from Chinese
officials to complete the transaction and to offer the securities being registered to foreign
investors. In particular, we note that the China Securities Regulatory Commission adopted
Trial Measures which impose certain requirements for direct and indirect overseas listings
and offerings. Please disclose how, if at all, the Trial Measures apply to this transaction
and the risks of non-compliance. If you believe the Trial Measures do not apply to this
transaction, please disclose why.
            Please contact Valeria Franks at 202-551-7705 or Suying Li at 202-551-3335 if you have
questions regarding comments on the financial statements and related matters. Please contact
Scott Anderegg at 202-551-3342 or Dietrich King at 202-551-8071 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Hilda Chan