SecProbe.io

CORRESP
 1
 filename1.htm

 Etoiles Capital Group Co., Ltd

 Unit 03-04, 25/F, Cosco Tower,

 183 Queen's Road Central,

 Sheung Wang, Hong Kong

 September 18, 2025

 U.S. Securities & Exchange Commission

 Office of Trade & Services

 Division of Corporation Finance

 100 F Street, NE

 Attn: Alyssa Wall

 Re:
 Etoiles Capital Group Co., Ltd

 Registration Statement on Form F-1

 Filed on September 11, 2025

 File No. 333-290184

 Pursuant to Rule 461 under the
Securities Act of 1933, as amended, Etoiles Capital Group Co., Ltd. hereby requests acceleration of effectiveness of the above referenced
Registration Statement so that it will become effective at 10:00 a.m., Eastern Time, on September 22, 2025, or as soon as thereafter practicable.

 Please reach out to our counsel
Lawrence Venick (+1 310-728-5129) at Loeb & Loeb LLP if any questions.

 Very truly yours,

 /s/ Kit Shing, CHEUNG

 Kit Shing, CHEUNG

 Director and Chief Executive Officer

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 September 8, 2025

Kit Shing Cheung
Chief Executive Officer
Etoiles Capital Group Co., Ltd
Unit 03-04, 25/F, Cosco Tower, 183 Queen s Road Central
Sheung Wan, Hong Kong

 Re: Etoiles Capital Group Co., Ltd
 Draft Registration Statement on Form F-1
 Submitted August 26, 2025
 CIK No. 0002058349
Dear Kit Shing Cheung:

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

 We request that you publicly file your registration statement and
non-public draft
submission on EDGAR at least two business days prior to the requested effective
date and
time. Please refer to Rules 460 and 461 regarding requests for acceleration. We
remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Alyssa Wall at 202-551-8106 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
cc: Michael Tsang
</TEXT>
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CORRESP
 1
 filename1.htm

 Etoiles Capital Group Co., Ltd

 Room 1109, 11/F, Tai Yau Building

 No. 181 Johnston Road, Wanchai, Hong Kong

 August 5, 2025

 U.S. Securities & Exchange Commission

 Office of Trade & Services

 Division of Corporation Finance

 100 F Street, NE

 Attn: Alyssa Wall and Cara Wirth

 Re:
 Etoiles Capital Group Co., Ltd

 Registration Statement on Form F-1

 Initially Filed May 15, 2025, as amended

 File No. 333-287302

 Pursuant to Rule 461 under
the Securities Act of 1933, as amended, Etoiles Capital Group Co., Ltd. hereby requests acceleration of effectiveness of the above referenced
Registration Statement so that it will become effective at 4:00 p.m., Eastern Time, on August 7, 2025, or as soon as thereafter practicable.

 Very truly yours,

 /s/ Kit Shing, CHEUNG

 Kit Shing, CHEUNG

 Director and Chief Executive Officer

 cc:
 Loeb & Loeb LLP

 Ye & Associates, P.C.

CORRESP
 1
 filename1.htm

 Prime Number Capital LLC

 27F 12E 49th Street

 New York, NY, 10017

 August 5, 2025

 VIA EDGAR

 U.S. Securities & Exchange Commission

 Office of Trade & Services

 Division of Corporation Finance

 100 F Street, NE

 Attn: Ms. Alyssa Wall

 Ms. Cara Wirth

 Re:
 Etoiles Capital Group Co., Ltd

 Registration Statement on Form F-1

 Initially Filed May 15, 2025, as amended

 File No. 333-287302 (the "Registration Statement")

 Ladies and Gentlemen:

 Pursuant to Rule 461 of the
General Rules and Regulations under the Securities Act of 1933, as amended (the "Act"), the undersigned hereby joins in the
request of Etoiles Capital Group Co., Ltd that the effective date of the above-referenced Registration Statement be accelerated so as
to permit it to become effective at 4:00 p.m., Eastern Time, on August 7, 2025, or as soon thereafter as practicable, or at such other
time as the Company or its outside counsel, Loeb & Loeb LLP, request by telephone that such Registration Statement be declared effective.

 Pursuant to Rule 460 of the
General Rules and Regulations of the Securities and Exchange Commission under the Securities Act of 1933, as amended, please be advised
that there will be distributed to each underwriter or dealer, who is reasonably anticipated to participate in the distribution of the
security, as many copies of the proposed form of preliminary prospectus dated June 2, 2025 as appears to be reasonable to secure adequate
distribution of the preliminary prospectus.

 The undersigned, as the representative
of the several underwriters, represents that the several underwriters have complied and will continue to comply with the requirements
of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

 Please contact Ye & Associates,
P.C., counsel of the representative of the underwriters, at 929-300-7489 to provide notice of effectiveness, or if you have any questions
or concerns regarding the foregoing. We appreciate your assistance in this matter.

 * * *

 [ Signature Page Follows ]

 Very truly yours,

 As representative of the underwriters

 Prime Number Capital LLC

 By:
 /s/ Shenghui Yang

 Name:
 Shenghui Yang

 Title:

 Chief Executive Officer

 [ Signature Page to Underwriter's Acceleration
Request Letter ]

CORRESP
 1
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 June 2, 2025

 Via Edgar Transmission

 Alyssa Wall and Cara Wirth

 Securities and Exchange Commission

 Division of Corporation Finance

 Office of Trade & Services

 Washington, D.C. 20549

 Re:

 Etoiles Capital Group Co., Ltd.
 Amendment No. 1 to Registration Statement on Form F-1
 Submitted May 23, 2025
 File No. 333-287302

 Dear SEC Officers:

 On behalf of Thrive Capital
Group Co., Ltd. (the "Company"), we have set forth below responses to the comments of the staff (the "Staff")
of the Securities and Exchange Commission contained in its letter dated May 29, 2025 with respect to Amendment No. 1 to Registration Statement
on Form F-1, File No. 333-287302 ("F-1"), filed on May 23, 2025 by the Company. For your convenience, the text of the Staff's
comments is set forth below in bold, followed in each case by the Company's responses. Please note that all references to page numbers
in the responses are references to the page numbers in revised Form F-1 (the "Revised F-1"), filed concurrently with the submission
of this letter 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 Filed May 23, 2025

 Our Corporate History and Structure, page 56

 1.

 We note your statement that "Etoiles Zeneo
 Investment Limited proposed to surrender 5,000,000 Class B Ordinary Shares to the Company for the cancellation, and the Company approved
 the surrender and cancellation of such shares on May 8, 2025." Please revise to note whether Etoiles Zeneo Investment Limited received
 any consideration for cancellation of the shares, and if so state the amount. If it did not
 receive any consideration, please revise to
 state as much and state why not.

 Response: In response
to the Staff's comment, the Company has amended the relevant disclosures on pages 57, F-20, F-24, and II-2 of the Revised
F-1.

 Please contact the undersigned
at (852) 3923-1188 if you have any questions with respect to the responses contained in this letter.

 Sincerely,

 /s/ Lawrence S. Venick

 Lawrence S. Venick

 Direct Dial: +852.3923.1188

 Email: lvenick@loeb.com

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 May 29, 2025

Kit Shing Cheung
Chief Executive Officer
Etoiles Capital Group Co., Ltd
Room 1109, 11/F, Tai Yau Building
No. 181 Johnston Road, Wanchai, Hong Kong

 Re: Etoiles Capital Group Co., Ltd
 Amendment No. 1 to Registration Statement on Form F-1
 Filed May 23, 2025
 File No. 333-287302
Dear Kit Shing Cheung:

 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. Unless
we note
otherwise, any references to prior comments are to comments in our May 2, 2025
letter.

Amendment No. 1 to Registration Statement on Form F-1 Filed May 23, 2025
Our Corporate History and Structure, page 56

1. We note your statement that "Etoiles Zeneo Investment Limited proposed
to surrender
 5,000,000 Class B Ordinary Shares to the Company for the cancellation,
and the
 Company approved the surrender and cancellation of such shares on May 8,
2025."
 Please revise to note whether Etoiles Zeneo Investment Limited received
any
 consideration for cancellation of the shares, and if so state the
amount. If it did not
 receive any consideration, please revise to state as much and state why
not.
 Please contact Amy Geddes at 202-551-3304 or Doug Jones at 202-551-3309
if you
have questions regarding comments on the financial statements and related
matters. Please
 May 29, 2025
Page 2

 contact Alyssa Wall at 202-551-8106 or Cara Wirth at 202-551-7127 with
any other
questions.

 Sincerely,

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

CORRESP
 1
 filename1.htm

 May 15, 2025

 Via Edgar Transmission

 Alyssa Wall and Cara Wirth

 Securities and Exchange Commission

 Division of Corporation Finance

 Office of Trade & Services

 Washington, D.C. 20549

 Re:

 Thrive Capital Group Co., Ltd.
 Amendment No. 1 to Draft Registration Statement on Form F-1
 Submitted April 9, 2025
 CIK No. 0002058349

 Dear SEC Officers:

 On behalf of Thrive Capital
Group Co., Ltd. (the "Company"), we have set forth below responses to the comments of the staff (the "Staff")
of the Securities and Exchange Commission contained in its letter dated May 2, 2025 with respect to the Draft Registration Statement on
Form F-1, CIK No. 0002058349 ("F-1"), submitted on April 9, 2025 by the Company. For your convenience, the text of the Staff's
comments is set forth below in bold, followed in each case by the Company's responses. Please note that all references to page numbers
in the responses are references to the page numbers in revised Form F-1 (the "Revised F-1"), filed concurrently with the submission
of this letter 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 Draft Registration Statement
on Form F-1 Submitted April 9, 2025

 Cover Page

 1.
 We note your revised disclosure in response to prior comment 3, as well as your disclosure on page 23 that you have paid dividends to your shareholders in the past. Please provide additional detail regarding these dividends, including quantifying the amounts. Please make similar disclosure in your section regarding cash transfers beginning on page 3. Alternatively, please confirm that payment of the dividends did not occur during the time period covered by the registration statement.

 Response: In response
to the Staff's comment, the Company has removed the relevant disclosures indicating that the Company and/or its subsidiaries
have paid dividends in the past on page 23 of the Revised F-1 to clarify that no dividends have been paid by Thrive Cayman, Zynergy
BVI, Etoiles Consultancy and Etoiles Financial since their respective incorporation date up to the date of this reply
letter.

 Please contact the undersigned
at (852) 3923-1188 if you have any questions with respect to the responses contained in this letter.

 Sincerely,

 /s/ Lawrence S. Venick

 Lawrence S. Venick

 Direct Dial: +852.3923.1188

 Email: lvenick@loeb.com

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<TEXT>
 May 2, 2025

Kit Shing Cheung
Chief Executive Officer
Thrive Capital Group Co., Ltd
Room 1109, 11/F, Tai Yau Building
No. 181 Johnston Road, Wanchai, Hong Kong

 Re: Thrive Capital Group Co., Ltd
 Amendment No. 1 to Draft Registration Statement on Form F-1
 Submitted April 9, 2025
 CIK No. 0002058349
Dear Kit Shing Cheung:

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

 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 April 3, 2025 letter.

Amendment No. 1 to Draft Registration Statement on Form F-1 Submitted April 9,
2025
Cover Page

1. We note your revised disclosure in response to prior comment 3, as well
as your
 disclosure on page 23 that you have paid dividends to your shareholders
in the past.
 Please provide additional detail regarding these dividends, including
quantifying
 the amounts. Please make similar disclosure in your section regarding
cash transfers
 beginning on page 3. Alternatively, please confirm that payment of the
dividends did
 not occur during the time period covered by the registration statement.
 May 2, 2025
Page 2

 Please contact Amy Geddes at 202-551-3304 or Doug Jones at 202-551-3309
if you
have questions regarding comments on the financial statements and related
matters. Please
contact Alyssa Wall at 202-551-8106 or Cara Wirth at 202-551-7127 with any
other
questions.

 Sincerely,

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

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 April 3, 2025

Kit Shing Cheung
Chief Executive Officer
Thrive Capital Group Co., Ltd
Room 1109, 11/F, Tai Yau Building
No. 181 Johnston Road, Wanchai, Hong Kong

 Re: Thrive Capital Group Co., Ltd
 Draft Registration Statement on Form F-1
 Submitted March 6, 2025
 CIK No. 0002058349
Dear Kit Shing Cheung:

 We have reviewed your draft registration statement and have the
following comments.

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

 After reviewing the information you provide in response to this letter
and your
amended draft registration statement or filed registration statement, we may
have additional
comments.

Draft Registration Statement on Form F-1 Submitted March 6, 2025
Cover Page

1. Please revise your cover page to disclose what percentage of the
Controlling
 Shareholder's voting power will stem from the Class B Ordinary Shares.
2. Please revise your disclosure on the cover page to clearly indicate that
Etoiles
 Consultancy and Etoiles Financial are wholly-owned subsidiaries of the
BVI
 intermediary company and that the BVI intermediary company is
wholly-owned by
 the company.
 April 3, 2025
Page 2
3. Please state whether any transfers, dividends, or distributions have
been made to date
 between the holding company, Zynergy BVI, the operating entities, or to
investors,
 and quantify the amounts where applicable. If no transfers, dividends,
or distributions
 have been made, please clearly affirm this fact in your disclosure.
Please make similar
 disclosure in your section regarding cash transfers beginning on page 3.
4. Please clarify the definitions of "we," "us," and "our" as used
throughout the
 prospectus. In this regard, we note that on the cover page you state
that such
 references are to Thrive Cayman, while on pages iii and 1 you define
"we, "us," and
 "our" as including Thrive Cayman and its subsidiaries. Please ensure it
is clear to
 investors which entity the disclosure throughout the document is
referencing and
 which subsidiaries or entities are conducting business operations.
Prospectus Summary, page 1

5. We note your disclosure that "[w]e conduct our operation through our
indirect wholly-
 owned Hong Kong Operating Subsidiaries, Etoiles Consultancy and Etoiles
 Financial." However, we note from your disclosure on page F-7 that
Etoiles Financial
 does not currently have a principal activity. Please revise throughout
your prospectus
 to clarify the current and anticipated role of Etoiles Financial.
Permission Required from Mainland China Authorities, page 4

6. Please expand your disclosure to clarify that legal and operational
risks associated
 with operating in mainland China also apply to operations in Hong Kong.
In that
 regard, please revise your disclosure regarding permissions or approvals
required
 from PRC authorities to discuss each permission or approval that you and
your
 subsidiaries are required to obtain from Chinese authorities to operate
your business
 and to offer the securities being registered to foreign investors.
Additionally, we note
 that you do not appear to have relied upon an opinion of counsel with
respect to your
 conclusions regarding whether permissions or approvals from Chinese
authorities are
 required to operate your business and to offer securities to investors.
If true, state as
 much and explain why such an opinion was not obtained. Please add
similar
 disclosure to the risk factors related to such permissions and
approvals.
Risk Factors
Risks Related to Our Business, page 17

7. We note that you had one client in the year ended December 31, 2023 and
22 clients
 in the year ended December 31, 2024. Please revise to add a risk factor
that discusses
 the material risks associated with your reliance on a limited number of
clients.
Our reputation may be adversely affected if third parties to whom we
outsource..., page 18

8. We note that you outsource a portion of your services to third parties.
Please revise to
 disclose the type of business or projects that you outsource and, if
material, the
 amount of business that you outsource to such third parties.
Our results of operation may be materially and adversely affected by a
downturn..., page 20

9. You state that "[a] substantial portion of our operations are currently
located in Hong
 Kong..." We note that both of your operating subsidiaries are Hong Kong
entities. To
 April 3, 2025
Page 3

 the extent you have operations outside of Hong Kong, please revise here
and
 throughout to state as much. Additionally, we note your statement that
recent global
 economic conditions, including inflationary pressures and high interest
rate, have
 affected your profitability in Hong Kong and mainland China. Please
expand to
 identify the principal factors contributing to the inflationary
pressures the company
 has experienced and clarify the resulting impact to the company.
Risks Related to Doing Business in Hong Kong
Recent joint statements by the SEC and PCAOB..., page 23

10. Please revise your disclosure throughout to clarify where your auditor
is
 headquartered. We note that in this risk factor, you state that your
auditor, SRCO,
 C.P.A., Professional Corporation, is headquartered in Hong Kong.
Elsewhere
 throughout the registration statement, including on the cover page, you
state that your
 auditor is headquartered in New York, USA.
You may experience difficulties in effecting services of process..., page 23

11. We note your statement that "all of our senior executive officers and
directors reside
 within Hong Kong for a significant portion of the time." However, we
also note your
 statement in the risk factor on page 35 that "a majority of our
directors and officers
 reside outside the United States." Please revise for consistency.
Industry Overview, page 56

12. We note your reference to the industry report commissioned by you and
prepared by
 Cundi Solution Limited. Please file Cundi Solution Limited's written
consent as an
 exhibit to this registration statement in connection with the use of
their expert report
 or explain why you do not believe you are required to do so. See Rule
436 of the
 Securities Act of 1933.
Business
Our Mission, page 61

13. We note your mission is "to become a leading integrated investor
relation services
 provider in Hong Kong." Please revise to state how you measure "leading"
in this
 instance (e.g. revenues, number of customers, etc.).
Management
Employment Agreements with Executive Officers, page 76

14. We note your disclosure that you have entered into employment agreements
with your
 executive officers. To the extent applicable, please file any such
contracts as exhibits
 to the registration statement and revise to include a summary of the
material terms of
 each agreement. Refer to Item 601(b)(10)(iii)(A). Additionally, we note
that you have
 included a placeholder for a Form of Employment Agreement with your
Chief
 Executive Officer. Once available, please file the executed agreement.
General

15. We note you define "shares," "Shares," and "Ordinary Shares" as
referring to both
 your Class A Ordinary Shares and Class B Ordinary Shares. Please revise
your
 April 3, 2025
Page 4

 disclosure throughout the registration statement to clearly distinguish
between the
 Class A Ordinary Shares and Class B Ordinary Shares when discussing the
offered
 securities. For example, we note that you state on page 5 that
"[i]nvesting in our
 Shares involves risks." In this and similar circumstances, please revise
to clarify that
 the only securities currently available for investment through the
registration
 statement are Class A Ordinary Shares.
16. 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 Securities Act.
 Please contact Amy Geddes at 202-551-3304 or Doug Jones at 202-551-3309
if you
have questions regarding comments on the financial statements and related
matters. Please
contact Alyssa Wall at 202-551-8106 or Cara Wirth at 202-551-7127 with any
other
questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
cc: Lawrence Venick
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