SecProbe.io

CORRESP
 1
 filename1.htm

 Prime
Number Capital LLC

 27F
12E 49th Street

 New
York, NY, 10017

 June 13, 2025

 VIA
EDGAR

 Securities
and Exchange Commission

 Division
of Corporation Finance Office of Technology

 100
F Street, N.E.

 Washington,
D.C. 20549

 Attention:
 Ms. Keira Nakada

 Ms. Suying Li

 Mr. Brian Fetterolf

 Mr. Donald Field

 Re:
 ENIGMATIG
 LIMITED

 Registration
 Statement on Form F-1, as amended

 File
 No. 333-286211 (the "Registration Statement")

 Ladies
and Gentlemen:

 In
accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, (the "Act"),
we hereby join the Company's request for acceleration of the above- referenced Registration Statement, requesting effectiveness
for 4:00 p.m., Eastern Time on June 17, 2025, or as soon thereafter as practicable.

 Pursuant
to Rule 460 under the Act, we wish to advise you that the underwriters have distributed as many copies of the Preliminary Prospectus
dated April 24, 2025 to underwriters, dealers, institutions and others 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 and will 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

CORRESP
 1
 filename1.htm

 June 13, 2025

 VIA
EDGAR

 Ms.
Keira Nakada

 Ms.
Suying Li

 Mr.
Brian Fetterolf

 Mr.
Donald Field

 Division
of Corporation Finance

 Office
of Trade & Services

 U.S.
Securities and Exchange Commission

 100
F Street, N.E.

 Washington,
DC 20549

 Re:
 ENIGMATIG
 LIMITED (CIK No. 0001982961)
 Registration
 Statement on Form F-1, as amended (File No. 333-286211)

 Ladies
and Gentlemen:

 Pursuant
to Rule 461 of the General Rules and Regulations (" Rule 461 ") under the Securities Act of 1933, as amended, ENIGMATIG
LIMITED (the " Company ") hereby requests that the Securities and Exchange Commission (the " Commission ")
take appropriate action to cause the above-referenced Registration Statement on Form F-1, as amended (the " F-1 Registration
Statement ") to become effective on June 17, 2025, at 4:00 p.m. Eastern Time, or as soon thereafter as practicable.

 If
there is any change in the acceleration request set forth above, the Company will promptly notify you of the change, in which case the
Company may be making an oral request of acceleration of the effectiveness of the Registration Statements in accordance with Rule 461.
Such request may be made by an executive officer of the Company or by any attorney from the Company's U.S. counsel, Morgan, Lewis
& Bockius.

 The
Company understands that the representative of the underwriters, on behalf of the prospective underwriters of the offering, has joined
in this request in a separate letter filed with the Commission today.

 Please
contact Mr. Mathew Lewis of Morgan, Lewis & Bockius at +852.3551.8500 or via e-mail at ProjectHeaven@morganlewis.com with any questions
you may have concerning this request. In addition, please notify Mr. Mathew Lewis when this request for acceleration has been granted.

 (Signature
page follows)

 Very
 truly yours,

 ENIGMATIG
 LIMITED

 /s/
 Foo Chee Weng Desmond

 Name:

 Foo
 Chee Weng Desmond

 Title:
 Director,
 Chairman and Chief Executive Officer

 (Signature
Page to Issuer Acceleration Request)

CORRESP
 1
 filename1.htm

 Morgan,
Lewis & Bockius

 c/o
19th Floor,

 Edinburgh
Tower, The Landmark

 15
Queen's Road Central, Hong Kong

 Direct:
+852.3551.8500

 Fax:
+852.3006.4346

 www.morganlewis.com

 WRITER'S
DIRECT LINE

 +86.21.8022.8568

 WRITER'S
EMAIL

 mathew.lewis@morganlewis.com

 March
28, 2025

 Confidential

 Ms.
Keira Nakada

 Ms.
Suying Li

 Mr.
Brian Fetterolf

 Mr.
Donald Field

 Division
of Corporation Finance

 Office
of Trade & Services

 U.S.
Securities and Exchange Commission

 100
F Street, N.E.

 Washington,
D.C. 20549

 Re:
 ENIGMATIG
 LIMITED (CIK No. 0001982961)

 Registration
 Statement on Form F-1

 Dear
Ms. Nakada, Ms. Li, Mr. Fetterolf, Mr. Field:

 On
behalf of our client, ENIGMATIG LIMITED, a foreign private issuer organized under the laws of the Cayman Islands (the " Company "),
we are filing herewith the Company's registration statement on Form F-1 (the " Registration Statement ") and certain
exhibits via EDGAR to the Securities and Exchange Commission (the " Commission ").

 Partners:
 Edwin
 Luk, June Chan, Connie Cheung, Keith Cheung* # ,
 William
 Ho, David Liao, Charles Mo, Billy Wong, and Yan Zeng

 Registered
 Foreign Lawyers:
 Eli
 Gao (New York), Maurice Hoo (California),
 Alice
 Huang (California), Mathew Lewis (New York),
 Louise
 Liu (New York), Vivien Yu (New South Wales),
 and
 Ning Zhang (New York)

 *China-Appointed
 Attesting Officer
 # Notary Public of Hong Kong

 19th
 Floor, Edinburgh Tower
 The Landmark
 15 Queen's Road Central
 Hong Kong

 +852.3551.8500 +852.3006.4346

 The
Company respectfully advises the Staff that, subject to market conditions, it plans to launch the road show for the proposed offering
as soon as possible but not earlier than 15 days after the day hereof. The Company would appreciate the Staff's timely assistance
and support to the Company in meeting the proposed timetable for the offering.

 If
you have any questions regarding the Registration Statement, please contact the undersigned by phone at +852.3551.8500 or via e-mail
at ProjectHeaven@morganlewis.com.

 Very
 truly yours

 By:

 /s/
 Mathew Lewis

 Mathew
 Lewis

 Partner

 cc:
 Foo
 Chee Weng Desmond, Director and Chief Executive Officer, ENIGMATIG LIMITED

 Teo
 Mingwen, Director and Chief Financial Officer, ENIGMATIG LIMITED

 Jing
 Ye, Esq., Ye & Associates, P.C

November 18, 2024
Foo Chee Weng Desmond
Director, Chairman and Chief Executive Officer
Enigmatic Limited
c/o 3 Shenton Way,
Shenton House, #23-01
Singapore 068805
Re:Enigmatic Limited
Amendment No. 4 to Draft Registration Statement on Form F-1
Submitted November 12, 2024
CIK No. 0001982961
Dear Foo Chee Weng Desmond:
            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 10, 2024 letter.
Amendment No. 4 to Draft Registration Statement on Form F-1 submitted November 12,
2024
Index to Consolidated Financial Statements, page F-1
1.Please update your financial statements in accordance with Item 8.A.4 of Form 20-F
or include the representation noted in the Instruction 2 to Item 8.A.4 of Form 20-F as
an exhibit to your registration statement.

November 18, 2024
Page 2
            Please contact Keira Nakada at 202-551-3659 or Suying Li at 202-551-3335 if you
have questions regarding comments on the financial statements and related matters. Please
contact Brian Fetterolf at 202-551-6613 or Donald Field at 202-551-3680 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Mathew Lewis

October 10, 2024
Foo Chee Weng Desmond
Director, Chairman and Chief Executive Officer
Enigmatic Limited
c/o 3 Shenton Way,
Shenton House, #23-01
Singapore 068805
Re:Enigmatic Limited
Amendment No. 3 to Draft Registration Statement on Form F-1
Submitted September 17, 2024
CIK No. 0001982961
Dear Foo Chee Weng Desmond:
            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 19, 2024 letter.
Amendment No. 3 to Draft Registration Statement on Form F-1 submitted September 17,
2024
Consolidated Financial Statements
Note 4. Cash and cash equivalents, page F-16
We read your response to prior comment 6. Excerpts from Tether's terms of service
state:
•The composition of the Reserves used to back Tether Tokens is within the sole
control and at the sole and absolute discretion of Tether.
In order to cause Tether Tokens to be issued or redeemed directly by Tether, you •1.

October 10, 2024
Page 2
must be a verified customer of Tether. No exceptions will be made to this
provision.
•Tether reserves the right to delay the redemption or withdrawal of Tether Tokens
if such delay is necessitated by the illiquidity or unavailability or loss of any
Reserves held by Tether to back the Tether Tokens, and Tether reserves the right
to redeem Tether Tokens by in-kind redemptions of securities and other assets
held in the Reserves.
You do not appear to be a verified customer of Tether. In addition, Tether has non-
financial assets in its Reserves, such as precious metals, bitcoins and other
investments that a customer could receive upon an in-kind redemption. Accordingly,
it appears your USDT represents a non-financial asset. Please restate your financial
statements and revise your disclosures surrounding USDT throughout the filing
accordingly. Refer to ASC 350-30. Please also make arrangements with your auditors
for them to revise their report to include an explanatory paragraph (immediately
following the opinion paragraph), stating the previously issued financial statements
have been restated for the correction of a misstatement and referencing the Note to the
financial statements, where the restatement is described. Refer to paragraphs .09 and
.16 of PCAOB AS 2820. Finally, revise your financial statements to label them as
restated and provide the footnote disclosures required by ASC 250-10-50-7 through
50-11. In the restatement footnote, clearly disclose (a) the nature of the error and (b)
the effect of the error correction by presenting the as originally reported amount, the
error correction amount and the as restated amount for each financial statement line
item that changed.
            Please contact Suying Li at 202-551-3335 or Rufus Decker at 202-551-3769 if you
have questions regarding comments on the financial statements and related matters. Please
contact Brian Fetterolf at 202-551-6613 or Donald Field at 202-551-3680 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Mathew Lewis

July 19, 2024
Foo Chee Weng Desmond
Director, Chairman and Chief Executive Officer
Enigmatic Limited
c/o 3 Shenton Way,
Shenton House, #23-01
Singapore 068805
Re:Enigmatic Limited
Amendment No. 2 to Draft Registration Statement on Form F-1
Submitted June 28, 2024
CIK No. 0001982961
Dear Foo Chee Weng Desmond:
            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
January 12, 2024 letter.
Amendment No. 2 to Draft Registration Statement on Form F-1 submitted June 28, 2024
Industry Overview, page 56
1.Please update your discussion of industry data as of a more recent date, to the extent
available. In this regard, we note that you provide estimated 2022 and 2023 data.
Experts, page 100
2.Please revise your disclosure in this section to reflect the financial statements for the fiscal
year ended September 30, 2023 which are included in the registration statement.

July 19, 2024
Page 2
Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm, page F-3
3.We reviewed the changes you made to restate your financial statements in response to
prior comment 2. Please make arrangements with your auditors for them to revise their
report to reference a financial statement footnote that discusses the restatement. Please
also label "as restated" the applicable financial statement amounts presented throughout
the filing. In addition, please include a financial statement footnote that discusses the
nature of the error and shows the effect of the correction on each financial statement line
item that changed for each period presented. Refer to ASC 250-10-50-7.
Consolidated Statements of Cash Flows, page F-7
4.We note your revisions to the consolidated statements of cash flows in response to prior
comment 2. Please reconcile the amounts reported as change in accounts receivable and
amount due from shareholder in fiscal years ended September 30, 2023 and 2022 herein
to the changes in accounts receivable, net and amount due from shareholder balances
reported in your consolidated balance sheets on page F-4.
Note 2. Summary of Significant Accounting Policies
Recent Accounting Pronouncements, page F-15
5.Please disclose the impact that ASU 2023-08 will have on your financial statements.
Refer to SAB Topic 11.M.
Note 3. Cash and Cash Equivalents, page F-16
6.Please disclose in greater detail how you acquire and dispose of your USDT and discuss
your business reasons for doing so. Disclose who has custody and control of your USDT.
Provide a roll forward of your USDT activity (beginning balance, purchases, sales,
impairments, other items and ending balance) for each period presented. Also, clarify
whether you believe USDT is an indefinite-lived intangible asset under ASC 350 or a
financial asset under ASC 825 and tell us in detail how you applied the GAAP guidance
in reaching the conclusion you did. Tether has held bitcoins, precious metals and other
non-financial assets in its reserves. If Tether reserves the right under its user agreement to
redeem USDT by in-kind redemptions of other assets it holds in its reserves, tell us how
you considered that in your conclusion. Furthermore, tell us in detail how you concluded
USDT qualifies as a cash equivalent under ASC 230.
Note 9. Related Party Transactions and Balances
Amount Due from Shareholder (Desmond Foo), page F-19
7.You disclose the receivable balance due from director was $732,482 as of September 30,
2023. Please confirm, if true, that the current due from director balance is zero and that all
amounts were repaid in full and not forgiven. Also, disclose the terms of your
arrangement with your director to collect cash from your customers on your behalf. Also,
disclose the facts and circumstances surrounding the director not remitting the collected
amounts to you promptly, and instead waiting over a business cycle, as stated in your
December 26, 2023 response to comment 17 from our November 22, 2023 letter.

July 19, 2024
Page 3
            Please contact Suying Li at 202-551-3335 or Rufus Decker at 202-551-3769 if you have
questions regarding comments on the financial statements and related matters. Please contact
Brian Fetterolf at 202-551-6613 or Donald Field at 202-551-3680 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Mathew Lewis

United States securities and exchange commission logo
January 12, 2024
Foo Chee Weng Desmond
Director, Chairman and Chief Executive Officer
Desfran Holdings Ltd
c/o 3 Shenton Way,
Shenton House, #23-01
Singapore 068805
Re:Desfran Holdings Ltd
Amendment No. 1 to
Draft Registration Statement on Form F-1
Submitted December 26, 2023
CIK No. 0001982961
Dear Foo Chee Weng Desmond:
            We have reviewed your amended draft registration statement and have the following
comments.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. If you do not believe a comment applies to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional comments.
Amendment No. 1 to Draft Registration Statement on Form F-1
Cover Page
1.We note your disclosure on the prospectus cover page that you will be a "controlled
company" following the offering.  If true, please revise to disclose that Mr. Foo Chee
Weng Desmond will also have the ability to determine all matters requiring approval by
stockholders.

 FirstName LastNameFoo Chee Weng Desmond
 Comapany NameDesfran Holdings Ltd
 January 12, 2024 Page 2
 FirstName LastName
Foo Chee Weng Desmond
Desfran Holdings Ltd
January 12, 2024
Page 2
Consolidated Statements of Cash Flows, page F-8
2.We note your response to prior comment 17. Cash collected from customers by your
shareholder on your behalf appears to be a noncash transaction that does not represent
cash receipts or cash payments.  Please tell us why it is appropriate to reflect the noncash
items in your statement of cash flows. Refer to ASC 230.
Notes to Consolidated Financial Statements
2. Summary of Significant Accounting Policies
Revenue Recognition
License Application, page F-13
3.We note the disclosure you revised in response to our prior comment 18. However, it is
still not clear the nature and terms of the series of tasks which are distinct and separately
identifiable in your license application projects. Tell us what those tasks are and provide
an analysis of how those tasks are not separate performance obligations. Refer to ASC
606-10-25-14 through 25-22.
4.Please expand your disclosure to provide the information required by ASC 606-10-50-12
for the performance obligations for your license application contracts. Please also describe
the milestones on which you measure your output progress, how you determine the
achievement of the milestones, how the amount of revenues recognized for each milestone
are measured, and explain why the output method measured by milestones achieved
provides a faithful depiction of the transfer of services. Refer to ASC 606-10-50-18.
            Please contact Keira Nakada at 202-551-3659 or Suying Li at 202-551-3335 if you have
questions regarding comments on the financial statements and related matters. Please contact
Brian Fetterolf at 202-551-6613 or Donald Field at 202-551-3680 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Mathew Lewis

United States securities and exchange commission logo
November 22, 2023
Foo Chee Weng Desmond
Director, Chairman and Chief Executive Officer
Desfran Holdings Ltd
c/o 3 Shenton Way,
Shenton House, #23-01
Singapore 068805
Re:Desfran Holdings Ltd
Draft Registration Statement on Form F-1
Submitted October 30, 2023
CIK No. 0001982961
Dear Foo Chee Weng Desmond:
            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 October 30, 2023
Cover Page
1.We note your disclosure that "[w]e conduct our operations primarily in Singapore, Hong
Kong and mainland China through our operating subsidiaries," that "[i]nvestors in this
offering will not directly hold equity interests in our operating subsidiaries," and that
"[t]his structure involves unique risks to investors."  Please revise your disclosure
throughout the prospectus to provide more specific and prominent disclosures about the
legal and operational risks associated with China-based companies. For additional
guidance, please see the Division of Corporation Finance’s sample letters regarding
China-specific disclosures issued by the Staff in July 2023 and December 2021.

 FirstName LastNameFoo Chee Weng Desmond
 Comapany NameDesfran Holdings Ltd
 November 22, 2023 Page 2
 FirstName LastName
Foo Chee Weng Desmond
Desfran Holdings Ltd
November 22, 2023
Page 2
Overview, page 2
2.Please revise and balance your corporate services income discussion to also disclose your
net income or loss for the same periods.
Prospectus Summary, page 4
3.Please disclose here, as you do on the cover page, that "Mr. Foo Chee Weng Desmond,
our Chief Executive Officer and the beneficial owner of our outstanding Class B ordinary
shares, will hold approximately []% of the voting power of our outstanding shares
following this offering . . . ."  Additionally, include a discussion of the resulting
consequences, including that Mr. Foo Chee Weng Desmond "will have considerable
influence over matters such as . . . ," as you do in your risk factor on page 24.  Further,
here and in such risk factor, disclose the specific percentage of outstanding shares that the
Mr. Foo Chee Weng Desmond must keep to continue to control general matters submitted
to shareholders for approval, pursuant to which holders of shares of Class A and Class B
common stock would vote together as a class. Lastly, revise the Corporate History and
Structure chart on page 5 to disclose and discuss the company's dual-class structure.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations, page 49
4.We note your disclosure that the increase in corporate services income in the six months
ended March 31, 2023, as well as in fiscal year 2022, "was driven primarily by
strengthening across our core businesses as borders that had been closed in reaction to
COVID . . . ."  Please revise to reconcile with your disclosure on page 18 that "a
substantial amount of our corporate services income for the year ended September 30,
2022 were provided by two one-off transactions that are not expected to recur."  Also
reconcile with your disclosure on page 50 that the increase in gross profit margin for the
six months ended March 31, 2023 was driven in-part by "a substantial one-off transaction,
valued at US$ 500,000."  Last, to the extent that your historical results have been
materially impacted by one-off transactions that are not expected to recur, please revise
throughout your prospectus, and particularly in your risk factors and Business section, to
clarify that your historical results may not be indicative of your future business and related
income given that your historical corporate services income appears to be comprised in-
part of such one-off transactions.  For example, revise your risk factor heading entitled
"Our historical growth rate . . . " to prominently highlight the one-off transactions.
5.You attribute the increase in gross profit margin in the six months ended March 31, 2023
to several factors. However, these factors do not appear to fully explain the entire
increase. Please describe and quantify the material factors for all portions contributing to
the increase in gross profit margin.

 FirstName LastNameFoo Chee Weng Desmond
 Comapany NameDesfran Holdings Ltd
 November 22, 2023 Page 3
 FirstName LastName
Foo Chee Weng Desmond
Desfran Holdings Ltd
November 22, 2023
Page 3
6.Please expand your disclosure to provide quantified explanations for the changes in
payroll and employee benefits, consulting fees and maintenance fees included in other
operating expenses over the reporting periods. Refer to Item 303 of Regulation S-K.
7.Your segment reporting information disclosed on page F-22 states that you are organized
into three reportable segments. Please provide a discussion and analysis of results of
operations at the segment level. Refer to Item 303(b) of Regulation S-K.
Industry Overview, page 56
8.We note your inclusion of market projections through 2026, as well as your disclosure on
page 6 that the information provided by Frost & Sullivan "involves a number of
assumptions and limitations."  Please revise to discuss the material assumptions and
limitations with respect to such projections, and also include a risk factor discussing the
risks associated therewith.
9.To provide additional clarity for investors, please revise to define all acronyms in this
section, including your use of APAC and RoW, to clarify whether you are referring to the
Asia-Pacific region as well as the rest of the world.
Business, page 62
10.Where you disclose that you had 87 clients in Fiscal 2022, please prominently highlight
that you received a substantial portion of your corporate services income from your two
largest customers, as you state on page 65 and in your risk factors on page
19. Additionally, please revise to clarify the current state of your customer relationships
and disclose that the prior one-off transactions with your major customers are not
expected to recur, if true. In this regard, your disclosure on page 42 further indicates that
your client base changed, as you state that "[p]rior to July 2022, our headquarters were
located in Hong Kong and the majority of our business was booked out of Hong Kong."
Such disclosure also notes that that you have since moved your headquarters to Singapore
and that the corporate services income generated in Hong Kong was significantly reduced
from approximately $1.5 million for fiscal year 2022 to $340 thousand in the six months
ended March 31, 2023.
11.Where you discuss Fiscal 2022 metrics throughout the prospectus, please revise to provide
comparable disclosure for Fiscal 2021, so as to balance such disclosure as you do on page
63 where you discuss your clients in Fiscal 2021 and Fiscal 2022 with respect to financial
licensing services.  As examples only, we further note your disclosure on page 64 that
"[i]n Fiscal 2022 we helped 72 clients incorporate companies in 11 distinct jurisdictions,"
as well as your disclosure on page 65 that "[i]n Fiscal 2022, 87.1% of our corporate
services income came from clients engaging in the foreign exchange or contract for
difference brokerage business."
12.We note your disclosure that "[i]n Fiscal 2021 and Fiscal 2022 and the six months ended
March 31, 2022 and 2023, clients for whom we had helped incorporate an overseas

 FirstName LastNameFoo Chee Weng Desmond
 Comapany NameDesfran Holdings Ltd
 November 22, 2023 Page 4
 FirstName LastName
Foo Chee Weng Desmond
Desfran Holdings Ltd
November 22, 2023
Page 4
company accounted for 92.6%, 92.3%, 92.6% and 82.8%, respectively, of our income for
the year."  Revise to clarify whether you mean your income attributed to corporate
secretarial services as opposed to more generally your income, as it does not appear that
either your corporate secretarial services income, or income from incorporation services,
generated the majority of your income in Fiscal 2021 or Fiscal 2022.  Additionally,
provide the percentage of income generated from incorporation services compared to your
total corporate services income, to balance your disclosure pertaining to income from
licensing consultancy services in the first paragraph on page 64.
13.We note your disclosure of the number of employees as of March 31, 2023, as well as
your breakdown of your corporate services income by geographic location for the
years ended September 30, 2022 and 2021, and for the six months ended March 31, 2023
and 2022. Revise to provide such information for the last three financial years in
accordance with Item 4.B.2 and 6.D of Form 20-F.
Index to Consolidated Financial Statements, page F-1
14.Please update your financial statements in accordance with Item 8.A.4 of Form 20-F or
include the representation noted in the Instruction 2 to Item 8.A.4 as an exhibit to your
registration statement.
15.Please provide the information required by Rule 12-09 of Regulation S-X regarding your
valuation and qualifying accounts, including your provisions for doubtful accounts. Please
refer to Items 4(b) and 8(b) of Form F-1 and Item 17(a) of Form 20-F.
Consolidated Statements of Operations and Comprehensive Income (Loss), page F-6
16.You present 1,000,000 weighted average number of ordinary shares used in computing net
income per share for fiscal years 2022 and 2021 herein, and 50,000,000 shares for the six
months ended March 31, 2023 and 2022 on page F-25. These weighted average number of
ordinary shares outstanding amounts appear to be inconsistent with the 1 ordinary share
outstanding presented in your consolidated statements of changes in shareholders’ deficit
for the corresponding periods. Please tell us how you determined these outstanding share
amounts used in computing net income (loss) per share for all reporting periods presented.

Consolidated Statements of Cash Flows, page F-8
17.You state on page F-19 that amount due from shareholder represents cash collected from
your customers by your shareholder on your behalf.  Please tell us your basis to present
the change in amount due from shareholder as cash flows from investing activities instead
of cash flows from operating activities. Refer to ASC 230-10-45-16 and 45-17.

 FirstName LastNameFoo Chee Weng Desmond
 Comapany NameDesfran Holdings Ltd
 November 22, 2023 Page 5
 FirstName LastName
Foo Chee Weng Desmond
Desfran Holdings Ltd
November 22, 2023
Page 5
Notes to Consolidated Financial Statements
2. Summary of significant accounting policies
Revenue recognition
License application, page F-13
18.Please describe the nature and terms of the series of tasks which are distinct and separately
identifiable included in your license application projects. Clarify whether these tasks are
separate performance obligations and provide your analysis of how you evaluate whether
each task is distinct. Refer to ASC 606-10-25-19 through 25-22. If your license
application projects have multiple performance obligations, please disclose how
transaction fees have been allocated to each performance obligation. Refer to ASC 606-
10-32-28 through 32-38.
4. Right-of-use assets and operating lease liabilities, page F-17
19.Please expand your disclosure herein and on page F-32 to include cash paid for amounts
included in the measurement of lease liabilities, segregated between operating and
financing cash flows. Refer to ASC 842-20-50-4(g).
8. Income taxes, page F-21
20.Your effective tax rate reconciliation shows a significant fluctuation in the line item “tax
effect on expenses not deductible for tax purposes” for the fiscal year ended September
30, 2022 compared to the fiscal year ended September 30, 2021. Please describe the types
of expenses included therein and explain to us the reasons for the fluctuation in the line
item and your consideration of disclosing the nature of these reconciling items in your
financial statements. Refer to the guidance in ASC 740-10-50-12.
Signatures, page II-3
21.Please revise the signature page to annotate that the registration statement will be signed
by at least a majority of your board of directors and your authorized representative in the
United States.
General
22.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,
present to potential investors in reliance on Section 5(d) of the Securities Act, whether or
not they retain copies of the communications.

 FirstName LastNameFoo Chee Weng Desmond
 Comapany NameDesfran Holdings Ltd
 November 22, 2023 Page 6
 FirstName LastName
Foo Chee Weng Desmond
Desfran Holdings Ltd
November 22, 2023
Page 6
            Please contact Keira Nakada at 202-551-3659 or Suying Li at 202-551-3335 if you have
questions regarding comments on the financial statements and related matters. Please contact
Brian Fetterolf at 202-551-6613 or Donald Field at 202-551-3680 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Mathew Lewis