SecProbe.io

CORRESP
 1
 filename1.htm

 Everbright Digital Holding Limited

 Unit 1A, 10/F

 C- Bons International Centre

 108 Wai Yip Street, Kwun Tong

 Hong Kong

 June 9, 2025

 VIA EDGAR

 Division of Corporation Finance

 U.S. Securities and Exchange Commission

 100 F Street, NE

 Washington, D.C. 20549

 Attn:	Ms. Kate Beukenkamp

 Re:
 Everbright Digital Holding Limited

 Registration Statement on Form F-1, as amended (File No. 333- 287821)
 Request for Acceleration of Effectiveness

 Dear Madam,

 In accordance with Rule 461 of
the General Rules and Regulations under the Securities Act of 1933, as amended, Everbright Digital Holding Limited hereby requests that
the effectiveness of the above-referenced Registration Statement on Form F-1, as amended be accelerated to and that the Registration Statement
become effective at 4:00 p.m., Eastern Time, on June 10, 2025, or as soon thereafter as practicable.

 Very truly yours,

 Everbright Digital Holding Limited

 By:
 /s/ Leung Chun Yip

 Name:
 Leung Chun Yip

 Title:
 Chief Executive Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 June 4, 2025

Leung Chun Yip
Chief Executive Officer
Everbright Digital Holdings Limited
Unit 1A, 10/F
C-Bons International Centre
108 Wai Yip Street, Kwun Tong
Hong Kong

 Re: Everbright Digital Holdings Limited
 Draft Registration Statement on Form F-1
 Submitted May 27, 2025
 CIK No. 0002024876
Dear Leung Chun Yip:

 This is to advise you that we do not intend to review your registration
statement.

 We request that you publicly file your registration statement 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 Rucha Pandit at 202-551-6022 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
cc: Yarona Yieh
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 VIA EDGAR

 March 27, 2025

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F. Street, NE

 Washington, D.C. 20549

 Attn:

 Kate Beukenkamp
 Taylor Beech
 Ta Tanisha Meadows
 Suying Li

 Re:
 Everbright Digital Holding Limited

 Registration Statement on Form
F-1, as amended (File No. 333-285191)

 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"), Dominari
Securities LLC, acting as representative of the underwriters, hereby joins Everbright Digital Holding Limited in requesting 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 March
31, 2025, 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 March 21, 2025, to selected dealers, institutions
and others as appears to be reasonable to secure adequate distribution of the Preliminary Prospectus.

 The undersigned confirms 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,

 Dominari Securities LLC

 By:
 /s/ Eric Newman

 Name:
 Eric Newman

 Title:
 Head of Investment Banking

CORRESP
 1
 filename1.htm

 Everbright Digital Holding Limited

 Unit 1A, 10/F,

 C-Bons International Centre,

 108 Wai Yip Street, Kwun Tong,

 Hong Kong

 March 27, 2025

 VIA EDGAR

 Division of Corporation Finance

 Office of Trade & Services

 U.S. Securities and Exchange Commission

 100 F Street, NE

 Washington, D.C. 20549

 Attn:	Ms. Ta Tanisha Meadows

 Re:
 Everbright Digital Holding Limited

 Registration Statement on Form F-1, as amended (File No. 333- 285191)
 Request for Acceleration of Effectiveness

 Dear Madam,

 In accordance with Rule 461 of
the General Rules and Regulations under the Securities Act of 1933, as amended, Everbright Digital Holding Limited hereby requests that
the effectiveness of the above-referenced Registration Statement on Form F-1, as amended be accelerated to and that the Registration Statement
become effective at 4:00 p.m., Eastern Time, on March 31, 2025, or as soon thereafter as practicable.

 Very truly yours,

 Everbright Digital Holding Limited

 By:
 /s/ Leung Chun Yip

 Name:
 Leung Chun Yip

 Title:
 Chairman, Chief Executive Officer and Executive Director

CORRESP
 1
 filename1.htm

 Everbright Digital Holding Ltd.

 Unit 1A, 10/F, C-Bons International Centre

 108 Wai Yip Street, Kwun Tong

 Hong Kong

 March 21, 2025

 Division of Corporation Finance

 Office of Trade and Services

 U.S. Securities and Exchange Commission

 Washington, DC 20549

 Attn:
 Ta Tanisha Meadows, Suying Li, Kate Beukenkamp and Taylor Beech

 Re:

 Everbright Digital Holding Ltd.
 Amendment No. 1 to Registration Statement on
 Form F-1
 Filed March 14, 2025
 File No. 333-28191

 Dear Sir or Madam,

 This letter is in response to your letter on March
21, 2025, in which you provided comments to the Registration Statement on Form F-1 of Everbright Digital Holding Ltd. (the "Company")
submitted to the U.S. Securities and Exchange Commission on March 14, 2025. On the date hereof, the Company has submitted an Amendment
No. 2 to the Registration Statement on Form F-1 ("F-1/A"). We set forth below in bold the comments in your letter relating
to the Registration Statement followed by our responses to the comments.

 Amendment No. 1 to Registration Statement on Form F-1 Filed March
14, 2025

 Capitalization, page 50

 1.
 Your description in the third bullet point of the introductory paragraph does not appear to include the additional shares issued in December 2024 listed in the second bullet point. Please expand the third bullet point disclosure and revise the number of ordinary shares outstanding on an as adjusted basis disclosed in your capitalization table to reflect these issued shares. Please also disclose the number of ordinary shares outstanding on a pro forma basis in your capitalization table.

 RESPONSE: We note the Staff's comment
and respectfully advise the Staff that we have revised our disclosure on page 50 of the F-1/A to expand the third bullet point disclosure, include the number of ordinary shares outstanding on an as adjusted basis and on a pro forma
basis in our capitalization table.

 Exhibits

 2.
 The Consent of Independent Registered Public Accounting Firm included as Exhibit 23.1 references their report dated June 27, 2024, except for Note 14, as to which the date is February 25, 2025. However, the audit report on page F-2 is dated February 24, 2025 for Note 14. Please obtain and file an updated consent that references the correct report date.

 RESPONSE: We note the Staff's comment
and respectfully advise the Staff that we have filed a revised Exhibit 23.1 and the date for Note 14 is revised to February 25, 2025.

 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 our securities
counsel William S. Rosenstadt, Esq., Jason Ye, Esq. or Yarona Yieh, Esq. of Ortoli Rosenstadt LLP at wsr@orllp.legal, jye@orllp.legal
or yly@orllp.legal.

 Sincerely,

 /s/ Leung Chun Yip

 Chief Executive Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 21, 2025

Leung Chun Yip
Chief Executive Officer
Everbright Digital Holding Ltd.
Unit 1A, 10/F
C-Bons International Centre
108 Wai Yip Street, Kwun Tong
Hong Kong

 Re: Everbright Digital Holding Ltd.
 Amendment No. 1 to Registration Statement on Form F-1
 Filed March 14, 2025
 File No. 333-28191
Dear Leung Chun Yip:

 We have reviewed your amended 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.

Amendment No. 1 to Registration Statement on Form F-1 Filed March 14, 2025
Capitalization, page 50

1. Your description in the third bullet point of the introductory paragraph
does not
 appear to include the additional shares issued in December 2024 listed
in the second
 bullet point. Please expand the third bullet point disclosure and revise
the number of
 ordinary shares outstanding on an as adjusted basis disclosed in your
capitalization
 table to reflect these issued shares. Please also disclose the number of
ordinary shares
 outstanding on a pro forma basis in your capitalization table.
 March 21, 2025
Page 2
Exhibits

2. The Consent of Independent Registered Public Accounting Firm included as
Exhibit
 23.1 references their report dated June 27, 2024, except for Note 14, as
to which the
 date is February 25, 2025. However, the audit report on page F-2 is
dated February
 24, 2025 for Note 14. Please obtain and file an updated consent that
references the
 correct report date.

 Please contact Ta Tanisha Meadows at 202-551-3322 or Suying Li at
202-551-3335 if
you have questions regarding comments on the financial statements and related
matters. Please contact Kate Beukenkamp at 202-551-3861 or Taylor Beech at
202-551-4515
with any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
cc: Yarona L. Yieh
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 Everbright Digital Holding Ltd.

 Unit 1A, 10/F, C-Bons International Centre

 108 Wai Yip Street, Kwun Tong

 Hong Kong

 March 14, 2025

 Division of Corporation Finance

 Office of Trade and Services

 U.S. Securities and Exchange Commission

 Washington, DC 20549

 Attn:
 Ta Tanisha Meadows, Suying Li, Kate Beukenkamp and Taylor Beech

 Re:

 Everbright Digital Holding Ltd.
 Registration Statement on Form F-1
 Filed February 25, 2025
 File No. 333-285191

 Dear Sir or Madam,

 This letter is in response to your letter on March
6, 2025, in which you provided comments to the Registration Statement on Form F-1 of Everbright Digital Holding Ltd. (the "Company")
submitted to the U.S. Securities and Exchange Commission on February 25, 2025. On the date hereof, the Company has submitted an Amendment
No. 1 to the Registration Statement on Form F-1 ("F-1/A"). We set forth below in bold the comments in your letter relating
to the Registration Statement followed by our responses to the comments.

 Registration Statement on Form F-1 Filed February 25, 2025

 Capitalization, page 50

 1.
 You disclose 500,000,000 Ordinary Shares authorized and 25,000,000 Ordinary Shares outstanding with a total par value of $1,000 as of June 30, 2024 on page 50. We also note that you use 25,000,000 shares outstanding as of June 30, 2024 to calculate the dilution disclosure on page 51. These amounts appear to be inconsistent with what you disclose in your unaudited interim condensed consolidated balance sheets as of June 30, 2024 on page F-3. Please revise to reconcile the difference.

 RESPONSE: We note the Staff's comment
and respectfully advise the Staff that we have revised our disclosure on page 50 of the F-1/A. We revised to disclose the Capitalization as of June 30, 2024 on an actual basis and on the pro forma basis to reflect (i) the issue and
allotment of a total of 619 shares (before share split) to Digital Global at par value of US$1.00 each in December 2024; (ii) the issue
and allotment of a total of 280 shares (before share split) to the Subscribers for a total considerations of HK$2,800,000 (approximately
US$354,427) in December 2024; and (iii) the share split in January 2025, which resulting in 25,000,000 shares issued and outstanding.

 Dilution, page 51

 2.
 Please remove the balance of intangible assets from your calculation of Net Tangible Book Value and revise your disclosures accordingly.

 RESPONSE: We note the Staff's
comment and respectfully advise the Staff that we have removed the balance of intangible assets from our calculation of Net Tangible
Book Value and revised our disclosure on page 51 of the F-1/A accordingly.

 3.
 Please tell us your calculations of the $0.05 increase (decrease) in the as adjusted net tangible book value per share and the $3.73 increase (decrease) in the dilution to new investors per share when there is a $1.0 increase (decrease) in the assumed initial public offering price of $4.50 per Ordinary Share.

 RESPONSE: We note the Staff's comment
and respectfully advise the Staff that we have revised our disclosure on page 51 of the F-1/A.

 The assumed initial public offering price has been revised to US$4.00 per Ordinary Share. Based on such assumed initial public offering
price, a US$1.00 increase (decrease) in the assumed initial public offering price
of US$4.00 per Ordinary Share, would increase (decrease) the as adjusted net tangible book value per share by US$0.05, and increase (decrease)
dilution to new investors by US$0.95 per share, in each case assuming that the number of shares offered by us, as set forth on the cover
page of this prospectus, remains the same and after deducting underwriting discounts, non-accountable expense allowance and other estimated
offering expenses payable by us.

 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 our securities counsel William S. Rosenstadt, Esq., Jason Ye, Esq. or Yarona Yieh, Esq. of Ortoli Rosenstadt LLP at wsr@orllp.legal,
jye@orllp.legal or yly@orllp.legal.

 Sincerely,

 /s/ Leung Chun Yip

 Chief Executive Officer

March 6, 2025
Leung Chun Yip
Chief Executive Officer
Everbright Digital Holding Ltd.
Unit 1A, 10/F
C-Bons International Centre
108 Wai Yip Street, Kwun Tong
Hong Kong
Re:Everbright Digital Holding Ltd.
Registration Statement on Form F-1
Filed February 25, 2025
File No. 333-28191
Dear Leung Chun Yip:
            We have reviewed 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 February 25, 2025
Capitalization, page 50
1.You disclose 500,000,000 Ordinary Shares authorized and 25,000,000 Ordinary
Shares outstanding with a total par value of $1,000 as of June 30, 2024 on page 50.
We also note that you use 25,000,000 shares outstanding as of June 30, 2024 to
calculate the dilution disclosure on page 51. These amounts appear to be inconsistent
with what you disclose in your unaudited interim condensed consolidated balance
sheets as of June 30, 2024 on page F-3. Please revise to reconcile the difference.
Dilution, page 51
2.Please remove the balance of intangible assets from your calculation of Net Tangible
Book Value and revise your disclosures accordingly.

March 6, 2025
Page 2
3.Please tell us your calculations of the $0.05 increase (decrease) in the as adjusted net
tangible book value per share and the $3.73 increase (decrease) in the dilution to new
investors per share when there is a $1.0 increase (decrease) in the assumed initial
public offering price of $4.50 per Ordinary Share.
            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 Ta Tanisha Meadows at 202-551-3322 or Suying Li at 202-551-3335 if
you have questions regarding comments on the financial statements and related
matters. Please contact Kate Beukenkamp at 202-551-3861 or Taylor Beech at 202-551-4515
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Yarona L. Yieh

CORRESP
1
filename1.htm

Everbright
Digital Holding Ltd.

Unit
1A, 10/F, C-Bons International Centre

108
Wai Yip Street, Kwun Tong

Hong
Kong

February
25, 2025

Division
of Corporation Finance

Office
of Trade and Services

U.S.
Securities and Exchange Commission

Washington,
DC 20549

 Attn: Ta
Tanisha Meadows, Suying Li, Kate Beukenkamp and Taylor Beech

    Re:
    Everbright
    Digital Holding Ltd.

    Amendment
    No. 4 to Draft Registration Statement on Form F-1

    Submitted
    January 10, 2025

    CIK
    No. 0002024876

Dear
Sir or Madam,

This
letter is in response to your letter on January 31, 2025, in which you provided comments to the Registration Statement on Amendment No.
4 to Form DRS of Everbright Digital Holding Ltd. (the “Company”) submitted to the U.S. Securities and Exchange Commission
on January 10, 2025. On the date hereof, the Company has filed the Registration Statement on Form F-1 (“Form F-1”). We set
forth below in bold the comments in your letter relating to the Registration Statement followed by our responses to the comments.

Amendment
No. 4 to Draft Registration Statement on Form F-1 Submitted January 10, 2025

Management’s
Discussion and Analysis of Financial Condition and Results of Operations

Results
of Operation, page 50

 1. Please
expand your disclosure to provide quantified explanations for the changes in each revenue stream, gross profit and income tax expense
over the reporting periods for all periods presented. Refer to Item 5 of Form 20-F.

RESPONSE:
We note the Staff’s comment and respectfully advise the Staff that we have revised our disclosure on pages 55 to 57 of Form F-1.

Revenue,
page 50

 2. You
                                            state the increase in revenue derived from 3D and Augmented Reality solutions from June 2023
                                            to June 2024 is “...more than the revenue derived from 3D and Augmented Reality solutions
                                            for the full year December 31, 2023.” Please clarify this statement as the related 2023
                                            revenue appears to be $2.2 million.

RESPONSE:
We note the Staff’s comment and respectfully advise the Staff that we have revised our disclosure on page 55 of Form F-1.

Liquidity
and Capital Resources, page 53

 3. Please
                                            revise the period that you did not need to invest further hardware and software to reflect
                                            that it was in the six months ended June 30, 2024.

RESPONSE:
We note the Staff’s comment and respectfully advise the Staff that we have revised our disclosure on page 58 of Form F-1.

Related
Party Transactions, page 91

 4. In
                                            the related party transactions table on page 92, you disclose staff secondment fees charged
                                            by Wai Fung Investment International Group as a positive “amount due from” the
                                            related party, which appears to be inconsistent with the amounts due to Wai Fung Investment
                                            International Group disclosed in the related party balances table on page 91. Please revise
                                            to reconcile the difference.

RESPONSE:
We note the Staff’s comment and respectfully advise the Staff that we have revised our disclosure on page 98 of Form F-1.

Notes
to the consolidated financial statements

Note
2. Significant accounting policies

Revenue
Recognition, page F-22

 5. We
                                            read your response to prior comment 2, but we are not able to locate the revised disclosure
                                            on page F-9 or F-22. Please further revise your disclosure to include the requirements in
                                            ASC 606-10-50-12(b) and 50-8 related to the significant payment terms and payments received
                                            in advance of recognition.

RESPONSE:
We note the Staff’s comment and respectfully advise the Staff that we have revised our disclosure on page F-22 and F-23 of Form
F-1.

 6. We
                                            read your response to prior comment 3, but we are unable to locate the revised disclosure
                                            on page F-9 or F-22, so we re-issue the comment. You state, on page 51, that “[o]n top
                                            of the 3D and Augmented reality, some customers would also request other services like design
                                            of intellectual property and websites, consultancy and market research; and social media
                                            management. Some clients required a total solution using the above services.” Please
                                            clarify your policy for allocating the transaction price to performance obligations when
                                            a contract contains multiple performance obligations. Refer to ASC 606-10-32-28 through 32-35.

RESPONSE:
We note the Staff’s comment and respectfully advise the Staff that we have revised our disclosure on page F-22 and F-23 of Form
F-1.

General

We
note your revisions to this Amendment No. 4 to your draft registration statement on Form F-1. However, it appears that numerous revisions
made reflect a reversion to language from prior amendments, including your initial submission, that were subsequently revised in response
to comments issued in comment letters dated July 25, 2024, August 28, 2024 and October 4, 2024. Please revise your disclosure to revert
to disclosure in prior amendments that is reflective of the disclosure responsive to our previously issued comments. Please note specific
language reflected in our prior comments with attention to those addressing disclosure related to your status as a Cayman Islands holding
company with operations in Hong Kong by your operating subsidiaries. Examples of disclosure that this comment may apply to include (but
are not limited to) the following:

 ● Cover
page disclosure to (i) provide a cross-reference to the subsection of risk factors titled “Risks Related to Doing Business in the
Jurisdictions in which We Operate” and (ii) 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.

 ● Accurately
reflect your auditor as we note that you discuss WWC, P.C. as your San Mateo, CA-based auditor within your disclosure. However, the auditor
report and consent reflect that your auditor is OneStop Assurance PAC, a Singapore-based auditor.

    2

 ● Disclosure
throughout the registration statement to state that you have “relied on the opinion of Khoo & Co.” as opposed to “as
advised by” or “are advised by” etc.

 ● Cover
page disclosure beginning “All of our operations are conducted by our indirect wholly owned Operating Subsidiary in Hong Kong...”

 ● Prospectus
Summary and Business section disclosure with the sentences beginning “We lead the strategic design and conceptualization...”,
“The supplier will handle the technical execution...”, and “We have relied upon the opinion of Khoo & Co...”

 ● Summary
of Risk Factor disclosure providing a cross-reference to the relevant individual detailed risk factors and page number where each respective
risk factor can be found.

 ● Risk
Factors section, including the risk factor beginning “There remain some uncertainties as to whether we will be required to obtain
approvals form the PRC authorities...”

 ● Enforceability
of Civil Liabilities, including the names and locations of your senior executive officers located in China or Hong Kong and associated
Risk Factor disclosure.

RESPONSE:
We note the Staff’s comment and respectfully advise the Staff that we have revised the disclosure in Form F-1 to reflect the disclosure
in response to the Staff’s previously issued comments.

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 our securities counsel William S. Rosenstadt, Esq., Jason Ye, Esq. or Yarona
Yieh, Esq. of Ortoli Rosenstadt LLP at wsr@orllp.legal, jye@orllp.legal or yly@orllp.legal.

    Sincerely,

    /s/
    Leung Chun Yip

    Chief
    Executive Officer

    3

January 31, 2025
Leung Chun Yip
Chief Executive Officer
Everbright Digital Holding Ltd.
Unit 1A, 10/F
C-Bons International Centre
108 Wai Yip Street, Kwun Tong
Hong Kong
Re:Everbright Digital Holding Ltd.
Amendment No. 4 to Draft Registration Statement on Form F-1
Submitted January 10, 2025
CIK No. 0002024876
Dear Leung Chun Yip:
            We have reviewed your amended draft registration statement and have the following
comment(s).
            Please respond to this letter by providing the requested information and either
submitting an amended draft registration statement or publicly filing your registration
statement on EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing the information you provide in response to this letter and your
amended draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, any references to prior comments are to comments in
our October 4, 2024 letter.
Amendment No. 4 to Draft Registration Statement on Form F-1
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of operation, page 50
1.Please expand your disclosure to provide quantified explanations for the changes in
each revenue stream, gross profit and income tax expense over the reporting periods
for all periods presented. Refer to Item 5 of Form 20-F.

January 31, 2025
Page 2
Revenue, page 50
2.You state the increase in revenue derived from 3D and Augmented Reality solutions
from June 2023 to June 2024 is "...more than the revenue derived from 3D and
Augmented Reality solutions for the full year December 31, 2023." Please clarify this
statement as the related 2023 revenue appears to be $2.2 million.
Liquidity and Capital Resources, page 53
3.Please revise the period that you did not need to invest further hardware and software
to reflect that it was in the six months ended June 30, 2024.
Related Party Transactions, page 91
4.In the related party transactions table on page 92, you disclose staff secondment fees
charged by Wai Fung Investment International Group as a positive “amount due
from” the related party, which appears to be inconsistent with the amounts due to Wai
Fung Investment International Group disclosed in the related party balances table on
page 91. Please revise to reconcile the difference.
Notes to the consolidated financial statements
Note 2. Significant accounting policies
Revenue Recognition, page F-22
5.We read your response to prior comment 2, but we are not able to locate the revised
disclosure on page F-9 or F-22. Please further revise your disclosure to include the
requirements in ASC 606-10-50-12(b) and 50-8 related to the significant payment
terms and payments received in advance of recognition.
6.We read your response to prior comment 3, but we are unable to locate the revised
disclosure on page F-9 or F-22, so we re-issue the comment. You state, on page 51,
that "[o]n top of the 3D and Augmented reality, some customers would also request
other services like design of intellectual property and websites, consultancy and
market research; and social media management. Some clients required a total solution
using the above services." Please clarify your policy for allocating the transaction
price to performance obligations when a contract contains multiple performance
obligations. Refer to ASC 606-10-32-28 through 32-35.
General
We note your revisions to this Amendment No. 4 to your draft registration statement
on Form F-1. However, it appears that numerous revisions made reflect a reversion to
language from prior amendments, including your initial submission, that were
subsequently revised in response to comments issued in comment letters dated July
25, 2024, August 28, 2024 and October 4, 2024.

Please revise your disclosure to revert to disclosure in prior amendments that
is reflective of the disclosure responsive to our previously issued comments. Please
note specific language reflected in our prior comments with attention to those
addressing disclosure related to your status as a Cayman Islands holding company
 7.

January 31, 2025
Page 3

with operations in Hong Kong by your operating subsidiaries. Examples of disclosure
that this comment may apply to include (but are not limited to) the following:
•Cover page disclosure to (i) provide a cross-reference to the subsection of risk
factors titled "Risks Related to Doing Business in the Jurisdictions in which We
Operate" and (ii) 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.
•Accurately reflect your auditor as we note that you discuss WWC, P.C. as your
San Mateo, CA-based auditor within your disclosure. However, the auditor report
and consent reflect that your auditor is OneStop Assurance PAC, a Singapore-
based auditor.
•Disclosure throughout the registration statement to state that you have "relied on
the opinion of Khoo & Co." as opposed to "as advised by" or "are advised by"
etc.
•Cover page disclosure beginning "All of our operations are conducted by our
indirect wholly owned Operating Subsidiary in Hong Kong..."
•Prospectus Summary and Business section disclosure with the sentences
beginning "We lead the strategic design and conceptualization...", "The supplier
will handle the technical execution...", and "We have relied upon the opinion of
Khoo & Co..."
•Summary of Risk Factor disclosure providing a cross-reference to the relevant
individual detailed risk factors and page number where each respective risk factor
can be found.
•Risk Factors section, including the risk factor beginning "There remain some
uncertainties as to whether we will be required to obtain approvals form the PRC
authorities..."
•Enforceability of Civil Liabilities, including the names and locations of your
senior executive officers located in China or Hong Kong and associated Risk
Factor disclosure.
            Please contact Ta Tanisha Meadows at 202-551-3322 or Suying Li at 202-551-3335 if
you have questions regarding comments on the financial statements and related
matters. Please contact Kate Beukenkamp at 202-551-3861 or Taylor Beech at 202-551-4515
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Yarona L. Yieh

October 4, 2024
Leung Chun Yip
Chief Executive Officer
Everbright Digital Holding Ltd.
Unit 1A, 10/F
C-Bons International Centre
108 Wai Yip Street, Kwun Tong
Hong Kong
Re:Everbright Digital Holding Ltd.
Amendment No. 2 to Draft Registration Statement on Form F-1
Submitted September 16, 2024
CIK No. 0002024876
Dear Leung Chun Yip:
            We have reviewed your amended draft registration statement and have the following
comment(s).
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on EDGAR.
If you do not believe a comment applies to your facts and circumstances or do not believe an
amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, any references to prior comments are to comments in our
August 28, 2024 letter.
Amendment No. 2 to Draft Registration Statement on Form F-1 Submitted September 16, 2024
Risk Factors
Risk Related to Our Business and Industry
We have derived a substantial portion of our revenues from sales..., page 31
We note your response to prior comment 4, including the redaction of the name of the
customer, and reissue in part. Specifically, please revise your disclosure in accordance
with Item 4.B.6 of Part I of Form 20-F as well as refile Exhibit 10.10 to include the name
of the customer previously disclosed. In this regard, we note that due to this exhibit being
filed without the redaction of its name in the prior round, upon release of all draft 1.

October 4, 2024
Page 2
confidential registration statements, amendments and associated exhibits and
correspondence, confidentiality cannot be sought or maintained regarding this piece of
information.
Notes to the consolidated financial statements
2. Significant accounting policies
Revenue Recognition, page F-9
2.We note your disclosure revisions on page F-9 in response to prior comment 6. Please
further revise your disclosure to include the requirements in ASC 606-10-50-12(b) and
50-8 related to the significant payment terms and payments received in advance of
recognition.
3.You state, on page 52, that "[o]n top of the 3D and Augmented reality, some customers
would also request other services like design of intellectual property and websites,
consultancy and market research; and social media management." Please clarify your
policy for allocating the transaction price to performance obligations when a contract
contains multiple performance obligations. Refer to ASC 606-10-32-28 through 32-35.
            Please contact Ta Tanisha Meadows at 202-551-3322 or Suying Li at 202-551-3335 if
you have questions regarding comments on the financial statements and related matters. Please
contact Kate Beukenkamp at 202-551-3861 or Taylor Beech at 202-551-4515 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Yarona L. Yieh

August 28, 2024
Leung Chun Yip
Chief Executive Officer
Everbright Digital Holding Ltd.
Unit 1A, 10/F
C-Bons International Centre
108 Wai Yip Street, Kwun Tong
Hong Kong
Re:Everbright Digital Holding Ltd.
Amendment No. 1 to Draft Registration Statement on Form F-1
Submitted August 13, 2024
CIK No. 0002024876
Dear Leung Chun Yip:
            We have reviewed your amended draft registration statement and have the following
comment(s).
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on EDGAR.
If you do not believe a comment applies to your facts and circumstances or do not believe an
amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, any references to prior comments are to comments in our
July 25, 2024 letter.
Amendment No. 1 to Draft Registration Statement on Form F-1 submitted August 13, 2024
Cover Page
1.We note your response to prior comment 1. Please further revise your prominent
disclosure on the cover page to state that you a Cayman Islands holding company. We
note that as disclosed here you state that you are a Cayman Islands company. Further, we
note your disclosure elsewhere that investors are buying shares of a Cayman Islands
holding company.

August 28, 2024
Page 2
2.Revise your cover page to include a cross-reference to the Risk Factors section, including
the page number where it appears in the prospectus. Refer to Item 501(b)(5) of Regulation
S-K.
Prospectus Summary
Corporate Structure, page 15
3.We note your response to prior comment 10. Please further revise the corporate structure
diagram here and on page 57 to include the percentage ownership Dr. Leung Chun Yip
holds in Everbright Digital Global Limited, or Everbright Global. We note your disclosure
elsewhere reflecting that Everbright Global is 100% owned by Mr. Leung Chun Yip.
Risk Factors
Risk Related to Our Business and Industry
We have derived a substantial portion of our revenues from sales..., page 31
4.We note your response to prior comment 13 and your statement that certain customers
which your business and profitability is dependent on are confidential. However, we also
note the inclusion of Exhibit 10.10, which reflects the name of the customer Pak Shing
Property Limited. Please revise your disclosure in accordance with Item 4.B.6 of Part I of
Form 20-F.
Enforceability of Civil Liabilities, page 45
5.We note your response to prior comment 17 and reissue in part. Please revise your
disclosure to identify the specific individual directors, officers or member of senior
management by name that are located in the PRC or Hong Kong. We note your statement
that "our senior executive officers are located either China or in Hong Kong...and are
either PRC or Hong Kong nationals..."
Notes to the consolidated financial statements
2. Significant accounting policies
Revenue Recognition, page F-9
6.We note your disclosure revisions on pages 53 and F-9 in response to prior comment 25
and reissue such comment. You continue to state that your revenue is from sales of
products on page F-9, which appears to be inconsistent with your disclosure that you have
one stream of revenue, that is, the provision of marketing services in Hong Kong. Please
revise to reconcile the difference. In addition, please expand your revenue recognition
accounting policy to provide all required disclosures in ASC 606-10-50, as applicable. In
this regard, we note that you present revenue recognized at a point in time and over time
in Note 7, and the line item "Receipt in advance" on your consolidated balance sheet.
Exhibit Index, page II-4
We note your response to prior comment 15 as well as the inclusion of an Exhibit 10.10
Form of Service Agreement of the Registrant. However, it appears that this exhibit has
been redacted in part. Please revise your exhibit index to indicate that portions of the
exhibit(s) have been omitted and include a prominent statement on the first page of the

 7.

August 28, 2024
Page 3
redacted exhibit that certain identified information has been excluded from the exhibit
because it is both not material and is the type that the registrant treats as private or
confidential. Refer to Item 601(b)(10)(iv) of Regulation S-K.
            Please contact Ta Tanisha Meadows at 202-551-3322 or Suying Li at 202-551-3335 if
you have questions regarding comments on the financial statements and related matters. Please
contact Kate Beukenkamp at 202-551-3861 or Taylor Beech at 202-551-4515 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Yarona L. Yieh

July 25, 2024
Leung Chun Yip
Chief Executive Officer
Everbright Digital Holding Ltd.
Unit 1A, 10/F
C-Bons International Centre
108 Wai Yip Street, Kwun Tong
Hong Kong
Re:Everbright Digital Holding Ltd.
Draft Registration Statement on Form F-1
Submitted June 28, 2024
CIK No. 0002024876
Dear Leung Chun Yip:
            We have reviewed your draft registration statement and have the following comment(s).
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on EDGAR.
If you do not believe a comment applies to your facts and circumstances or do not believe an
amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional comments.
Draft Registration Statement on Form F-1 Submitted June 28, 2024
Cover Page
1.Please disclose prominently on the prospectus cover page that you are not a Hong Kong
operating company but a Cayman Islands holding company with operations conducted by
your subsidiaries and that this 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 to your detailed discussion of risks facing the company and the offering as a
result of this structure.

July 25, 2024
Page 2
2.Please revise your disclosure here and elsewhere as appropriate to accurately reflect your
auditor. In this regard, we note that you discuss WWC, P.C. as your San Mateo, CA-based
auditor within your disclosure. However, the auditor report and consent reflect that your
auditor is OneStop Assurance PAC, a Singapore-based auditor.
3.Please revise your cover page to state that you did not adopt or maintain any cash
management policies and procedures. We note your disclosure in the Prospectus
Summary under the subheading "Transfers of Cash to and from Our Subsidiaries"
beginning on page 3. In addition, disclose whether any cash transfers have been made
between the holding company and any subsidiaries. In this regard, your disclosure only
speaks to dividends and distributions.
4.Revise your cover page to discuss your status as a "controlled company," including voting
power held by your Chairman and CEO, Dr. Leung Chin Yip, currently as well as post-
offering and the implications of this control for other shareholders. Further, discuss the
exemptions available to controlled companies pursuant to Nasdaq Stock Market Rules. In
this regard, we note your disclosure in your Prospectus Summary on page 14 under
"Implications of Our Being a "Controlled Company."" Revise your cover page and
elsewhere as appropriate to consistently state whether you intend to rely on these
exemptions. For example, on page 14 you do not state whether or not you intend to rely
on the exemptions, on page 28 you state that you do not intend to rely on the exemptions,
on pages 39 and 86 you state that "The exemption we intend to rely on is that a majority
of our Board need not be independent directors," and on page 83 you state that you will
have five independent directors. Revise for consistency.
5.Please revise your disclosure to state, where applicable, that you have a relied on the
opinion of Khoo & Co., your Hong Kong counsel, as to the laws of Hong Kong, rather
than "as advised by" this counsel. In addition, clarify whether your statement that you are
not required to obtain permissions or approvals from any PRC authorities before listing in
the United States, including the filings under the Trial Measure, and to issue Ordinary
Shares to foreign investors or operate your business as currently conducted, including the
CSRC, the CAC, is based on an opinion of Khoo & Co. as well.
Prospectus Summary
Overview, page 1
6.In the second paragraph of this section, you discuss your growth in terms of both revenue
and net profit margins. For balance and context, here and elsewhere as appropriate, please
disclose your net revenue in terms of dollars for the same periods. In addition, you
disclose on page 50 that your revenue increased from 2022 to 2023 because the company
had a full year of operations in 2023. Include comparable disclosure here and on page 70,
and clarify how many months you were operating in 2022 as compared to 2023.
Summary of Risk Factors, page 8
7.Revise this section to provide a cross-reference to the relevant individual detailed risk
factor and page number where each respective risk factor can be found.

July 25, 2024
Page 3
8.Here and in your risk factors on page 19, you state that "we will likely be required to
make filing with/obtain approval from Chinese authorities to list on U.S exchanges," yet
elsewhere you disclose that you are not required to obtain approval from Chinese
authorities to list on U.S. exchanges. Revise for consistency.
Permission Required from Hong Kong and PRC Authorities, page 11
9.We note your disclosure that your "Hong Kong Operating Subsidiary has received all
requisite permissions or approvals from the Hong Kong authorities to operate their
business in Hong Kong, including but not limited to their business registration
certificates." Please revise to list all permissions and approvals necessary to operate your
business in Hong Kong and to offer the securities being registered to foreign investors.
Corporate Structure, page 14
10.Please revise your corporate structure diagram here and on page 56 to reflect the
respective ownership interests in the entities by the various parties both as of date of this
prospectus and upon completion of the offering (i.e., pre- and post-IPO). Further, please
revise to (i) identify clearly the entity in which investors are purchasing their interest and
the entity(ies) in which the company's operations are conducted and, with an eye towards
clarity and consistency, (ii) revise the diagram to provide the full name of the respective
entities and/or the abbreviated defined terms (e.g., Everbright Cayman in addition to
"Company"). In this regard, we note your statement here that "HKUML is our direct
wholly owned subsidiary." However, "HKUML," while we note that you disclose
elsewhere refers to your Hong Kong operating subsidiary, Hong Kong United Metaverse
Limited, this entity is not reflected in a consistent manner within your corporate structure
diagram.
Risk Factors, page 17
11.Include risk factor disclosure explaining whether there are laws/regulations in Hong Kong
that result in oversight over data security, how this oversight impacts the company’s
business and the offering, and to what extent the company believes that it is compliant
with the regulations or policies that have been issued.
Risks Related to Doing Business in the Jurisdictions in which We Operate
The Chinese government exerts substantial influence over the manner in which..., page 19
12.We note your disclosure within the risk factor here stating that "[a]lthough we are not
directly subject to certain Chinese regulatory requirements and inspections, we may be
indirectly affected due to direct legal impact on our PRC suppliers." However, on your
cover page you state that "[f]urthermore, none of our customers and suppliers are located
in Mainland China." Please revise your disclosure throughout the registration statement as
appropriate to reconcile these statements.
Risks Related to Our Business and Industry
We have derived a substantial portion of our revenues from sales..., page 29
13.Please revise to disclose the names of the customers to which the company's business and
profitability is dependent. Further, please disclose whether any of the customers
referenced in this section are related parties. Refer to Item 4.B.6 of Part I of Form 20-F.

July 25, 2024
Page 4
We have derived a substantial portion of our balance of accounts from one supplier..., page 30
14.With an eye towards context and proportionality, please revise this section to provide
dollar amounts at issue with regard to your balance of accounts outstanding, including one
supplier that accounted for 100% of the total balance of accounts payable. Additionally,
please expand your risk factor to discuss why you have not settled this balance and the
underlying reasons the now settled suppliers accounts previously accrued.
We enter service agreements with our customers. If we fail to meet these contractual
commitments..., page 31
15.Please revise your disclosure here and elsewhere throughout your registration statement as
appropriate to disclose whether the customer and supplier agreements you enter into are
written agreements or something else, as well as discuss the key terms of the agreements.
Consider whether any agreements should be filed in compliance with Item 601(b)(10) of
Regulation S-K.
Our business and operations may be materially and adversely affected..., page 32
16.Please revise this risk factor and disclosure elsewhere throughout your prospectus to
provide a updated discussion regarding the current status of COVID-19, especially within
the context of the PRC and Hong Kong, and its current and potential impacts on your
business, profitability and results of operations.
Enforceability of Civil Liabilities, page 43
17.Please revise this section to disclose whether one or more of your directors, officers or
members of senior management are located in the PRC or Hong Kong and, if this is the
case, please (i) identify the relevant individuals, and (ii) revise this section consistent with
Item 101(g) of Regulation S-K, and a risk factor addressing the challenges of bringing
actions and enforcing judgments/liabilities against such individuals (i.e., it will be much
more difficult to take these actions) in the relevant jurisdictions. We note your statement
here and in your Risk Factors section on page 29 that "[a]ll of our directors and officers
reside outside of the United States and substantially all of their assets are located outside
of the United States."
18.Revise this section to provide discussion regarding all relevant jurisdictions, including the
British Virgin Islands (BVI).
Business
Overview, page 69
19.Please revise your disclosure to briefly expand your discussion regarding your suppliers.
For example, discuss with greater specificity what goods or services your
suppliers provide. We note your statement here and throughout your prospectus that you
are "also taking a hands-on approach to developing a custom metaverse solution for [your
customers'] clients by directly collaborating with suppliers on the design and
implementation." Additionally, you state that on page 70, for example, that you "will
liaise with the most suitable supplier to execute such IP design." Please clarify and briefly
explain.

July 25, 2024
Page 5
20.Please revise this section and your disclosure throughout your registration statement,
generally, to provide brief and appropriate context where appropriate regarding the
number of employees dedicated to your business operations and revenue generating
activities. In this regard, we note your disclosure on page 77 under "Employees" that
reflects a total of 8 employees with one employee dedicated to "Operations."
Related Party Transactions, page 89
21.It appears the amount due from Bauhinia Holdings as of December 31, 2023 has been
omitted from the table. Please revise or otherwise advise.
22.In the related party transactions table on page 90, you disclose staff secondment fees
charged by Wai Fung Investment International Group as a positive “amount due from” the
related party, which appears to be inconsistent with the amounts due to Wai Fung
Investment International Group disclosed in the related party balances table on page 89.
Please revise to reconcile the difference.
23.We note your disclosure regarding the entry into a rental agreement with Bauhinia
Holdings, an entity controlled by the mother of your CEO, for a monthly rent amount of
HK$30,000. Please file this agreement as an exhibit in compliance with Item 601(b) of
Regulation S-K.
Consolidated Statements of Cash Flows, page F-6
24.Please tell us your basis to present the change in amounts due with related parties
balance within operating activities rather than financing activities.
Notes to the consolidated financial statements
2. Significant accounting policies
Revenue recognition, page F-9
25.Your statement that your revenue is from sales of products appears to be inconsistent with
your disclosure that you have one stream of revenue which is from the provision of
marketing services in Hong Kong. Please revise your disclosure to address this
discrepancy. We also note that you present revenue recognized at a point in time and over
time in Note 7, and receipt in advance in your consolidated balance sheet. Please expand
your revenue recognition accounting policy to provide all required disclosures in ASC
606-10-50, as applicable.
Leases, page F-9
26.It appears that you adopted ASC 842 in fiscal year ended December 31, 2023. Please
clarify your adoption date and explain whether your adoption of ASC 842 met the
requirement in ASC 842-10-65-1(b) which states that private companies are required to
apply this standard for fiscal years beginning after December 15, 2021. Please also
provide the transition disclosures required in ASC 842-10-65-1.
General
Please provide us with supplemental copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf,
have presented or expect to present to potential investors in reliance on Section 5(d) of the
 27.

July 25, 2024
Page 6
Securities Act, whether or not you retained, or intend to retain, copies of those
communications. Please contact the staff member associated with the review of this filing
to discuss how to submit the materials, if any, to us for our review.
            Please contact Ta Tanisha Meadows at 202-551-3322 or Suying Li at 202-551-3335 if
you have questions regarding comments on the financial statements and related matters. Please
contact Kate Beukenkamp at 202-551-3861 or Taylor Beech at 202-551-4515 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Yarona L. Yieh