SecProbe.io

CORRESP
 1
 filename1.htm

 EPWK Holdings Ltd.

 September 30, 2025

 Via EDGAR

 Division of Corporation Finance

 U.S. Securities and Exchange Commission

 100 F Street, NE

 Washington, D.C., 20549

 Attention:
 Rebekah Reed, Dietrich King

 Re:
 EPWK Holdings Ltd.

 Registration Statement on Form F-1, as amended

 Initially Filed on September 16, 2025

 File No. 333-290300

 Dear Ms. Rebekah Reed, Mr. Dietrich King:

 In accordance with Rule 461
of the General Rules and Regulations under the Securities Act of 1933, as amended, EPWK Holdings Ltd. 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 4:30 p.m., Eastern Time, on September 30, 2025, or as soon thereafter as practicable.

 Very truly yours,

 EPWK Holdings Ltd.

 By:
 /s/ Guohua Huang

 Name:
 Guohua Huang

 Title:
 Chief Executive Officer

CORRESP
 1
 filename1.htm

 September 30, 2025

 Via EDGAR

 Division of Corporation
Finance

 U.S. Securities and Exchange
Commission

 100 F Street, NE

 Washington, D.C., 20549

 Re:
 EPWK Holdings
 Ltd.

 Registration
 Statement on Form F-1, as amended

 Initially
 Filed on September 16, 2025

 File No. 333-290300

 Request for Acceleration of Effective Date

 Ladies and Gentlemen:

 Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the "Securities Act"), Univest
Securities, LLC, as placement agent, hereby joins in the request of EPWK Holdings Ltd. for acceleration of the effective date of the above-referenced
registration statement on Form F-1, as amended (the "Registration Statement"), so that it becomes effective as of 4:30 p.m.,
Eastern Time, on September 30, 2025, or as soon thereafter as practicable.

 The
undersigned has and will comply, and it has been informed or will be informed by any participating dealers that they have complied or
will comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

 Very truly yours,

 UNIVEST SECURITIES, LLC

 By:
 /s/
 Edric Yi Guo

 Name:
 Edric Yi Guo

 Title:
 CEO and Head of Investment Banking

CORRESP
 1
 filename1.htm

 HENRY YIN
 Partner

 Loeb & Loeb LLP
 2206-19 Jardine House
 1 Connaught Place, Central
 Hong Kong

 Direct +852.3923.1187
 Main +852 3923 1111
 Fax +852 3923 1100
 Email henry.yin@loeb.com

 September 29, 2025

 Office of Trade & Services
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Rebekah Reed, Dietrich King

 Re:
 EPWK Holdings Ltd.
Registration Statement on Form F-1
Filed September 16, 2025
File No. 333-290300

 Ladies and Gentlemen:

 On behalf of our client, EPWK Holdings Ltd. (the
" Company "), we hereby provide a response to the comments issued in the letter dated as of September 25, 2025 from the
staff (the " Staff ") of the Division of Corporation Finance of the U.S. Securities and Exchange Commission (the " Staff's
Letter ") as well as the telephonic comments given by Rebecca Reed to Joan Guilfoyle regarding the above-referenced Registration
Statement on Form F-1 submitted on September 16, 2025.

 Contemporaneously, the Company is submitting its
amendment to Registration Statement via EDGAR (the " Amendment No.1 "), which reflects the Company's responses
to the Staff's Letter, the telephonic comments and certain updated information. For ease of reference, each comment contained in
the Staff's Letter is printed below and is followed by the Company's response. All page references in the responses set forth
below refer to the page numbers in the Amendment No.1.

 Registration Statement on Form F-1 filed September 16, 2025

 Cover Page

 1.
 Please revise and restructure your description of the terms of the warrants to lead with discussion of the "zero exercise price" exercise mechanism, explaining why it is highly likely to be utilized over both the fixed initial exercise price and "cashless exercise" provisions. Enhance and clarify your description of how the number of Class A ordinary shares per warrant to be issued will be determined, explaining that the 100,000,000 Class A ordinary shares underlying the warrants will be issued proportionately even if fewer than 20,000,000 units are sold in the offering. Provide tabular disclosure or other visual representation demonstrating the dilutive impacts of this structure, assuming varying numbers of units sold in the offering. Your revised disclosure should allow investors to understand that, notwithstanding other deal terms, the units functionally provide each holder with one Class A ordinary share or prefunded warrant in lieu thereof, plus a pro rata portion of 100,000,000 additional Class A ordinary shares underlying warrants, which can be acquired for no additional consideration. Make conforming revisions where the warrants and nature of the offering are described elsewhere in the prospectus, including "The Offering" and "Description of Securities We Are Offering" sections.

 Response: The Company respectfully
advises the Staff that relevant disclosure was updated on the cover page and pages 30 and 171 of the Amendment No.1.

 Risk Factors

 Risks Relating to this Offering
and Our Ordinary Shares

 Shareholders will suffer substantial
dilution and the Company will not receive any

 proceeds..., page 65

 2.
 We note your response to prior comment 4 and added disclosure that the 100,000,000 Class A ordinary shares underlying the warrants represent approximately 493.5% of currently outstanding Class A ordinary shares. Please revise to show the full extent of potential dilution from the offering by also taking into consideration the 20,000,000 Class A ordinary shares (or pre-funded warrants in lieu thereof) included as part of the units being offered. Additionally, please enhance this risk factor or provide a standalone one to highlight that the zero exercise price provision of the warrants ensures that 100,000,000 Class A ordinary shares underlying the warrants will be issued even if fewer than 20,000,000 units are sold in the offering, and provide additional detail about the dilutive impacts of this structure.

 Response: The Company respectfully
advises the Staff that relevant disclosure was updated on page 65 of the Amendment No.1.

 Management

 Compensation
of Directors and Executive Officers, page 137

 3.

 Please update your compensation disclosure
 for your fiscal year ended June 30, 2025.
 Refer to Item 6.B of Form 20-F.

 Response: The Company respectfully
advises the Staff that relevant disclosure was updated on page 138 of the Amendment No.1.

 General

 4.
 We note that at various places throughout the prospectus, you refer to the 100,000,000 Class A ordinary shares underlying the warrants as a "maximum" amount to be issued or that holders may receive "up to" 100,000,000 shares in the aggregate. Please revise such language throughout, including in the prospectus cover page captions, to make it clear that, assuming holders use the zero exercise price option of the warrants, the 100,000,000 share amount is fixed and will be issuable to holders in proportion to the number of units sold in the offering.

 Response: The Company respectfully
advises the Staff that relevant disclosure was updated on the cover page and pages 30, 65 and 171 of the Amendment No.1

 Telephonic Comments

 5. Please file all required opinions.

 Response: The
Company respectfully advises the Staff that the legal opinions were filed as Exhibits 5.1, 5.2, 5.3 to the Amendment No.1.

 2

 6. Please complete all tables using the assumed offering price; for example, the Capitalization Table
and the as adjusted column for the Use of Proceeds Table.

 Response:
The Company respectfully advises the Staff that relevant disclosure was updated on pages 31, 77, 79, 80 and 178 of the Amendment No.1

 7. Please complete the Offering Expenses Table.

 Response:
The Company respectfully advises the Staff that relevant disclosure was updated on page 178 of the Amendment No.1.

 8. Please advise on status of FINRA review and provide copy of no-objection letter or telephonic confirmation
to SEC. If there has not been a FINRA filing, please advise as to what exemption the placement agent is relying on.

 Response: The
Company respectfully advises the Staff that the FINRA filing is still under review.

 Please call me at +852 3923
1187 or my U.S. colleague, Joan S. Guilfoyle +1 202-524-8467 if you would like additional information with respect to any of the foregoing.

 Thank you.

 Sincerely,

 /s/ Henry Yin

 Henry Yin

 Partner

 3

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 September 25, 2025

Guohua Huang
Chief Executive Officer
EPWK Holdings Ltd.
Building #2, District A, No. 359 Chengyi Rd.,
The third phase of Xiamen Software Park
Xiamen City, Fujian Province
The People s Republic of China, 361021

 Re: EPWK Holdings Ltd.
 Registration Statement on Form F-1
 Filed September 16, 2025
 File No. 333-290300
Dear Guohua Huang:

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

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

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

Amendment No. 1 to Registration Statement on Form F-1 filed September 16, 2025
Cover Page

1. Please revise and restructure your description of the terms of the
warrants to lead with
 discussion of the zero exercise price exercise mechanism,
explaining why it is
 highly likely to be utilized over both the fixed initial exercise price
and cashless
 exercise provisions. Enhance and clarify your description of how the
number of
 Class A ordinary shares per warrant to be issued will be determined,
explaining that
 the 100,000,000 Class A ordinary shares underlying the warrants will be
issued
 proportionately even if fewer than 20,000,000 units are sold in the
offering. Provide
 September 25, 2025
Page 2

 tabular disclosure or other visual representation demonstrating the
dilutive impacts of
 this structure, assuming varying numbers of units sold in the offering.
Your revised
 disclosure should allow investors to understand that, notwithstanding
other deal terms,
 the units functionally provide each holder with one Class A ordinary
share or pre-
 funded warrant in lieu thereof, plus a pro rata portion of 100,000,000
additional Class
 A ordinary shares underlying warrants, which can be acquired for no
additional
 consideration. Make conforming revisions where the warrants and nature
of the
 offering are described elsewhere in the prospectus, including The
Offering and
 Description of Securities We Are Offering sections.
Risk Factors
Risks Relating to this Offering and Our Ordinary Shares
Shareholders will suffer substantial dilution and the Company will not receive
any
proceeds..., page 65

2. We note your response to prior comment 4 and added disclosure that the
100,000,000
 Class A ordinary shares underlying the warrants represent approximately
493.5% of
 currently outstanding Class A ordinary shares. Please revise to show the
full extent of
 potential dilution from the offering by also taking into consideration
the 20,000,000
 Class A ordinary shares (or pre-funded warrants in lieu thereof)
included as part of the
 units being offered. Additionally, please enhance this risk factor or
provide a
 standalone one to highlight that the zero exercise price provision of
the warrants
 ensures that 100,000,000 Class A ordinary shares underlying the warrants
will be
 issued even if fewer than 20,000,000 units are sold in the offering, and
provide
 additional detail about the dilutive impacts of this structure.
Management
Compensation of Directors and Executive Officers, page 137

3. Please update your compensation disclosure for your fiscal year ended
June 30, 2025.
 Refer to Item 6.B of Form 20-F.
General

4. We note that at various places throughout the prospectus, you refer to
the 100,000,000
 Class A ordinary shares underlying the warrants as a "maximum" amount to
be issued,
 or that holders may receive "up to" 100,000,000 shares in the aggregate.
Please revise
 such language throughout, including in the prospectus cover page
captions, to make it
 clear that, assuming holders use the zero exercise price option of the
warrants, the
 100,000,000 share amount is fixed and will be issuable to holders in
proportion to the
 number of units sold in the offering.
 September 25, 2025
Page 3

 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 Rebekah Reed at 202-551-5332 or Dietrich King at
202-551-8071 with
any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
cc: Benjamin Yao
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 HENRY YIN

 Partner

 Loeb & Loeb LLP

 2206-19 Jardine House
1 Connaught Place, Central
Hong Kong

 Direct +852.3923.1187

 Main +852 3923 1111

 Fax +852 3923 1100

 Email henry.yin@loeb.com

 September 16, 2025

 Office of Trade & Services
 Division of Corporation Finance
 100 F Street, N.E.
 Washington, D.C. 20549
 Attention: Rebekah Reed, Dietrich King

 Re: EPWK Holdings Ltd.
Draft Registration Statement on Form F-1
Submitted August 22, 2025
CIK No. 0001900720

 Ladies and Gentlemen:

 On behalf of our client, EPWK Holdings Ltd. (the " Company "),
we hereby provide a response to the comments issued in the letter dated as of September 9, 2025 from the staff (the " Staff ")
of the Division of Corporation Finance of the U.S. Securities and Exchange Commission (the " Staff's Letter ")
regarding the above-referenced Draft Registration Statement on Form F-1 submitted on August 22, 2025.

 Contemporaneously, the Company is submitting its Registration Statement
via EDGAR (the " Registration Statement "), which reflects the Company's responses to the Staff's Letter
and certain updated information. For ease of reference, each comment contained in the Staff's Letter is printed below and is followed
by the Company's response. All page references in the responses set forth below refer to the page numbers in the Registration Statement.

 Page 2

 Draft Registration Statement
on Form F-1 submitted August 22, 2025

 Cover Page

 1. We note that you have included an "assumed initial public offering price"
of the Units and state that the price per Unit will be fixed for the duration of the offering. If the "assumed" price may differ
from the actual price at which the Units will be sold, please explain how the offering price will be determined. Refer to Item 501(b)(3)
of Regulation S-K and the instructions thereto .

 Response:
The Company respectfully advises the Staff that relevant disclosure was updated on the cover page and pages 31 and 168 of the Registration
Statement.

 2. Please revise here and in the "Description of Securities We Are Offering"
section to describe in detail the formula for or method of determining the number of Class A Ordinary Shares to be issued upon exercise
of the Warrants under each of the "cashless exercise" and "zero exercise price" provisions. In this regard, you refer
to but do not disclose "the formula set forth in the Warrants" for the cashless exercise provision, and it is unclear how you
have calculated 100,000,000 shares as the maximum issuable pursuant to the Warrants using the zero exercise price provision. Your statement
that "[u]nder the zero exercise price option, the holder of the Warrants, has the right to receive the number of Class A Ordinary
Shares as set forth in the applicable Warrant" does not provide sufficient detail. Explain how and when the bracketed exercise price
of the Warrants will be determined, and describe any circumstances, aside from the holders' election to use the zero exercise price provision,
under which the exercise price of the Warrants may be reset or vary .

 Response: The Company respectfully
advises the Staff that relevant disclosure on the cover page and in the "Description of Securities We Are Offering" section
on page 170 of the Registration Statement was updated.

 3. Refer to your statement that you "do not expect to receive any proceeds
from the zero exercise price option of the Warrants because it is highly unlikely..." Please revise this statement to clearly state,
if true, that you do not expect to receive proceeds from the exercise of the Warrants overall, rather than specifically "from the
zero exercise price option" of the Warrants. Similarly, where you state that the net proceeds of the offering assume "none of
the Warrants issued in this offering are exercised" at pages 31 and 76, please explain that even if the Warrants are exercised, you
are unlikely to receive any cash proceeds because it is highly unlikely that the warrant holder would elect to pay an exercise price when
they could choose to utilize the zero exercise price provision and receive more shares than they otherwise would .

 Response: The Company respectfully
advises the Staff that relevant disclosure on cover page and pages 31, 76 and 170 of the Registration Statement was updated.

 Page 3

 Risk Factors

 Risks Relating to this Offering
and Our Ordinary Shares

 If the holders of the Warrants
elect to exercise such Warrants using the zero exercise price...,

 page 65

 4. Please revise to state more clearly that the offering is likely to result in "substantial dilution," given the likelihood
that holders will utilize the zero exercise price option of the Warrants. Highlight the volume of shares you are seeking to register,
including shares underlying the warrants assuming conversion at the zero exercise price, alone and as a percentage of your currently outstanding
Class A Ordinary Shares. Elaborate on potential impacts that dilution from the offering may have to your trading price and listing status,
and specifically address how it may impact your ability to regain compliance with Nasdaq's minimum bid price requirement.

 Response: The Company respectfully
advises the Staff that relevant disclosure on page 65 of the Registration Statement was updated.

 Plan of Distribution, page 172

 5. Your disclosure that you "intend to complete one closing of this offering, but may undertake one or more additional closings
for the sale of additional securities to the investors in the initial closing" appears inconsistent with disclosure on the cover
page that you "will have one closing for all the securities purchased in this offering" and that the offering "will terminate
upon the completion of a single closing, which is expected to occur on..." Please reconcile or advise.

 Response: We acknowledge the Staff's
comment and respectfully advise that there will be only one closing for all the securities purchased in this offering. We have revised
relevant disclosure. Please see page 172 of the Registration Statement.

 General

 6. We note from your current report on Form 6-K filed August 26, 2025 that you are seeking shareholder approval of an increase in authorized
Class A and Class B Ordinary Shares, as well as a share consolidation with a ratio between 1:2 and 1:100. Please disclose these developments
and your plans for a reverse stock split where appropriate throughout the registration statement, including the proposed ratio, if known.
Explain whether, and if so how, a reverse stock split will impact the terms of the Warrants (e.g., exercise price, number of Class A Ordinary
Shares issuable upon exercise, etc.).

 Response: The Company respectfully
advises the Staff that relevant disclosure on page 65 of the Registration Statement was updated.

 Page 4

 Please call me at +852 3923 1187 or my U.S. colleague,
Joan S. Guilfoyle +1 202-524-8467 if you would like additional information with respect to any of the foregoing. Thank you.

 Sincerely,

 /s/ Henry Yin

 Henry Yin

 Partner

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 September 9, 2025

Guohua Huang
Chief Executive Officer
EPWK Holdings Ltd.
Building #2, District A, No. 359 Chengyi Rd.,
The third phase of Xiamen Software Park
Xiamen City, Fujian Province
The People s Republic of China, 361021

 Re: EPWK Holdings Ltd.
 Draft Registration Statement on Form F-1
 Submitted August 22, 2025
 CIK No. 0001900720
Dear Guohua Huang:

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

 Please respond to this letter by providing any requested information
and by publicly
filing your registration statement and non-public draft submission 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 filed
registration statement, we may have additional comments.

Draft Registration Statement on Form F-1 submitted August 22, 2025
Cover Page

1. We note that you have included an "assumed initial public offering
price" of the Units
 and state that the price per Unit will be fixed for the duration of the
offering. If the
 "assumed" price may differ from the actual price at which the Units will
be
 sold, please explain how the offering price will be determined. Refer to
Item
 501(b)(3) of Regulation S-K and the instructions thereto.
2. Please revise here and in the "Description of Securities We Are
Offering" section to
 describe in detail the formula for or method of determining the number
of Class A
 Ordinary Shares to be issued upon exercise of the Warrants under each of
the
 "cashless exercise" and "zero exercise price" provisions. In this
regard, you refer to
 September 9, 2025
Page 2

 but do not disclose "the formula set forth in the Warrants" for the
cashless exercise
 provision, and it is unclear how you have calculated 100,000,000 shares
as the
 maximum issuable pursuant to the Warrants using the zero exercise price
provision.
 Your statement that "[u]nder the zero exercise price option, the holder
of the
 Warrants, has the right to receive the number of Class A Ordinary Shares
as set forth
 in the applicable Warrant" does not provide sufficient detail. Explain
how and when
 the bracketed exercise price of the Warrants will be determined, and
describe any
 circumstances, aside from the holders' election to use the zero exercise
price
 provision, under which the exercise price of the Warrants may be reset
or vary.
3. Refer to your statement that you "do not expect to receive any proceeds
from the zero
 exercise price option of the Warrants because it is highly unlikely..."
Please revise this
 statement to clearly state, if true, that you do not expect to receive
proceeds from the
 exercise of the Warrants overall, rather than specifically "from the
zero exercise price
 option" of the Warrants. Similarly, where you state that the net
proceeds of the
 offering assume "none of the Warrants issued in this offering are
exercised" at pages
 31 and 76, please explain that even if the Warrants are exercised, you
are unlikely to
 receive any cash proceeds because it is highly unlikely that the warrant
holder would
 elect to pay an exercise price when they could choose to utilize the
zero exercise price
 provision and receive more shares than they otherwise would.
Risk Factors
Risks Relating to this Offering and Our Ordinary Shares
If the holders of the Warrants elect to exercise such Warrants using the zero
exercise price...,
page 65

4. Please revise to state more clearly that the offering is likely to
result in "substantial
 dilution," given the likelihood that holders will utilize the zero
exercise price option of
 the Warrants. Highlight the volume of shares you are seeking to
register, including
 shares underlying the warrants assuming conversion at the zero exercise
price, alone
 and as a percentage of your currently outstanding Class A Ordinary
Shares. Elaborate
 on potential impacts that dilution from the offering may have to your
trading price and
 listing status, and specifically address how it may impact your ability
to regain
 compliance with Nasdaq's minimum bid price requirement.
Plan of Distribution, page 172

5. Your disclosure that you "intend to complete one closing of this
offering, but may
 undertake one or more additional closings for the sale of additional
securities to the
 investors in the initial closing" appears inconsistent with disclosure
on the cover page
 that you "will have one closing for all the securities purchased in this
offering" and
 that the offering "will terminate upon the completion of a single
closing, which is
 expected to occur on..." Please reconcile or advise.
General

6. We note from your current report on Form 6-K filed August 26, 2025 that
you are
 seeking shareholder approval of an increase in authorized Class A and
Class B
 Ordinary Shares, as well as a share consolidation with a ratio between
1:2 and 1:100.
 Please disclose these developments and your plans for a reverse stock
split where
 September 9, 2025
Page 3

 appropriate throughout the registration statement, including the
proposed ratio, if
 known. Explain whether, and if so how, a reverse stock split will impact
the terms of
 the Warrants (e.g., exercise price, number of Class A Ordinary Shares
issuable upon
 exercise, etc.).
 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.

 We also remind you that your registration statement and non-public draft
submission
must be on file at least two business days prior to the requested effective
date and time. 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 Rebekah Reed at 202-551-5332 or Dietrich King at
202-551-8071 with
any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
cc: Benjamin Yao
</TEXT>
</DOCUMENT>

CORRESP
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EPWK HOLDINGS LTD.

January 31, 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

    Attention:
    Rucha Pandit

    Lilyanna Peyser

    Aamira Chaudhry

    Doug Jones

    Re:
    EPWK Holdings Ltd.

    Registration Statement on Form F-1, as amended

    Initially Filed on February 9, 2023

    File No. 333-269657

Ladies and Gentlemen:

In accordance with Rule 461
of the General Rules and Regulations under the Securities Act of 1933, as amended, EPWK Holdings Ltd. (the “Company”)
hereby requests that the effectiveness of the above-referenced Registration Statement on Form F-1, as amended, be accelerated and that
the Registration Statement become effective at 4:00 p.m., Eastern Time, on Monday, February 3, 2025, or as soon thereafter as practicable.

The Company acknowledges that:
(1) should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority,
declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; (2) the action of
the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from
its full responsibility for the adequacy and accuracy of the disclosure in the filing; and (3) the Company may not assert staff comments
and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities
laws of the United States.

If you have any questions,
please do not hesitate to contact Fang Liu of VCL Law LLP, outside counsel to the Company, at fliu@vcllegal.com (Tel: 703-919-7285).

    Very truly yours,

    EPWK Holdings Ltd.

    By:
    /s/ Guohua Huang

    Name:
    Guohua Huang

    Title:
    Chief Executive Officer

CORRESP
1
filename1.htm

January 31, 2025

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 Attention: Rucha Pandit

 Re: EPWK Holdings Ltd. (the “Company”)

Registration Statement on Form F-1, as amended

File No. 333-269657

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 EPWK Holdings 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 February 3, 2025, or as soon thereafter as practicable, or at such other time as the Company or its outside counsel,
VCL Law 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 as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

The undersigned advises that it has complied and will continue to comply
with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

* * *

[Signature Page Follows]

    Very truly yours,

    Cathay Securities, Inc,

    By:
    /s/ Xiaoyu Li

    Name:
    Xiaoyu Li

    Title:
    Chief Executive Officer

[Signature Page to Underwriters’ Acceleration
Request Letter]

CORRESP
1
filename1.htm

November 15, 2024

United States Securities and Exchange Commission

Division of Corporate Finance

100 F. Street, N.E.

Washington, D.C. 20549

    Attn:
    Aamira Chaudhry

    Doug Jones

    Rucha Pandit

    Lilyanna Peyser

    Re:
    EPWK Holdings Ltd.

    Amendment No. 9 to Registration Statement on Form F-1

    Filed October 24, 2024

    File No. 333-269657

Ladies and Gentlemen:

EPWK Holdings Ltd. (the “Company”)
submit this letter in response to comments from the staff (the “Staff”) of the Securities and Exchange Commission (the
“Commission”) contained in its letter dated November 12, 2024, relating to the above referenced Registration Statement
on Form F-1 (“Registration Statement”). The Company is concurrently submitting an amendment to the Registration Statement
(the “Amendment No. 10”).

For the Staff’s convenience, the Staff’s
comments have been stated below in their entirety in bold, followed by the corresponding responses from the Company. Except for any page
references appearing in the headings or the Staff’s comments (which are references to the Registration Statement), all page references
herein correspond to the page of the Amendment No. 10. Capitalized terms used but not defined in this letter have the meanings ascribed
to such terms in the Amendment No. 10.

Amendment No. 9 to Registration Statement
on Form F-1

Related Party Transactions, page 138

    1.
    Please revise to provide the related party disclosure through the date of the prospectus. In this regard, we note that the information provided in this section is as of June 30, 2024. Refer to Item 4.a. of Form F-1 and Item 7.B. of Form 20-F.

Response: We note the Staff’s
comment and have provided the related party disclosure through the date of the Amendment No. 10.

Resale Prospectus Cover Page

    2.
    We note your revised disclosure that "[n]o sales of the Ordinary Shares covered by this prospectus shall occur until the commencement of sales of our initial public offering." Please revise this disclosure to state, as you do in the Selling Shareholders Plan of Distribution, that no sales of the shares covered by the resale prospectus shall occur until the closing of the initial public offering. Also restore the deleted sentence disclosing the last reported sale price of your shares on Nasdaq as of a specified date.

Response: We note the Staff’s
comment and have updated the cover page of the resale prospectus.

We thank the Staff for its review of the foregoing.
If you have any questions regarding this matter, please do not hesitate to contact Fang Liu at VCL Law LLP at fliu@vcllegal.com or by
telephone at (703) 919-7285. 

 

Very truly yours,

    /s/ Guohua Huang

    Guohua Huang  

    EPWK Holdings Ltd., Chief Executive Officer

 

cc: Fang Liu Esq., VCL Law LLP

November 12, 2024
Guohua Huang
Chief Executive Officer
EPWK Holdings Ltd.
Building #2, District A, No. 359 Chengyi Rd.
The third phase of Xiamen Software Park
Xiamen City, Fujian Province
The People’s Republic of China, 361021
Re:EPWK Holdings Ltd.
Amendment No. 9 to Registration Statement on Form F-1
Filed October 24, 2024
File No. 333-269657
Dear Guohua Huang:
            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. 9 to Registration Statement on Form F-1
Related Party Transactions, page 138
1.Please revise to provide the related party disclosure through the date of the prospectus.
In this regard, we note that the information provided in this section is as of June 30,
2024. Refer to Item 4.a. of Form F-1 and Item 7.B. of Form 20-F.
Resale Prospectus Cover Page
We note your revised disclosure that "[n]o sales of the Ordinary Shares covered by
this prospectus shall occur until the commencement of sales of our initial public
offering." Please revise this disclosure to state, as you do in the Selling Shareholders
Plan of Distribution, that no sales of the shares covered by the resale prospectus shall 2.

November 12, 2024
Page 2
occur until the closing of the initial public offering. Also restore the deleted sentence
disclosing the last reported sale price of your shares on Nasdaq as of a specified date.
            Please contact Rucha Pandit at 202-551-6022 or Lilyanna Peyser at 202-551-3222
with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Fang Liu, Esq.

CORRESP
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September 17, 2024

United States Securities and Exchange Commission

Division of Corporate Finance

100 F. Street, N.E.

Washington, D.C. 20549

    Attn:
    Aamira Chaudhry

    Doug Jones

    Rucha Pandit

    Lilyanna Peyser

    Re:
    EPWK Holdings Ltd.

    Amendment No. 7 to Registration Statement on Form F-1

    Filed August 12, 2024

    File No. 333-269657

Ladies and Gentlemen:

EPWK Holdings Ltd. (the “Company”)
submit this letter in response to comments from the staff (the “Staff”) of the Securities and Exchange Commission (the
“Commission”) contained in its letter dated September 10, 2024, relating to the above referenced Registration Statement
on Form F-1 (“Registration Statement”). The Company is concurrently submitting an amendment to the Registration Statement
(the “Amendment No. 8”).

For the Staff’s convenience, the Staff’s
comments have been stated below in their entirety in bold, followed by the corresponding responses from the Company. Except for any page
references appearing in the headings or the Staff’s comments (which are references to the Registration Statement), all page references
herein correspond to the page of the Amendment No. 8. Capitalized terms used but not defined in this letter have the meanings ascribed
to such terms in the Amendment No. 8.

Amendment No. 7 to Registration Statement on
Form F-1 Filed August 12, 2024

Exhibit 5.1

    1.
    Please revise the opinion to cover the shares being registered for resale by the selling stockholders.

Response: We note the Staff’s comment
and have updated the Exhibit 5.1 opinion to cover shares being registered for resale by the selling stockholders.

We thank the Staff for its review of the foregoing.
If you have any questions regarding this matter, please do not hesitate to contact Fang Liu at VCL Law LLP at fliu@vcllegal.com or by
telephone at (703) 919-7285. 

 

Very truly yours,

 

    /s/ Guohua Huang

    Guohua Huang  

    EPWK Holdings Ltd., Chief Executive Officer

 

cc: Fang Liu Esq., VCL Law LLP

September 10, 2024
Guohua Huang
Chief Executive Officer
EPWK Holdings Ltd.
Building #2, District A, No. 359 Chengyi Rd.
The third phase of Xiamen Software Park
Xiamen City, Fujian Province
The People’s Republic of China, 361021
Re:EPWK Holdings Ltd.
Amendment No. 7 to Registration Statement on Form F-1
Filed August 12, 2024
File No. 333-269657
Dear Guohua Huang:
            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. 7 to Registration Statement on Form F-1
Exhibit 5.1
1.Please revise the opinion to cover the shares being registered for resale by the selling
stockholders.
            Please contact Rucha Pandit at 202-551-6022 or Lilyanna Peyser at 202-551-3222 with
any questions.
Sincerely,
Division of Corporation Finance

September 10, 2024
Page 2
Office of Trade & Services
cc:Fang Liu, Esq.

CORRESP
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August 12, 2024

Aamira Chaudhry

Doug Jones

Rucha Pandit

Lilyanna Peyser

United States Securities and Exchange Commission

Division of Corporate Finance

100 F. Street, N.E.

Washington, D.C. 20549

    Re:
    EPWK Holdings Ltd.

    Amendment No. 6 to Registration Statement on Form F-1

    Filed July 9, 2024

    File No. 333-269657

Ladies and Gentlemen:

EPWK Holdings Ltd. (the “Company”)
submit this letter in response to comments from the staff (the “Staff”) of the Securities and Exchange Commission (the
“Commission”) contained in its letter dated August 1, 2024, relating to the above referenced Registration Statement
on Form F-1 (“Registration Statement”). The Company is concurrently submitting an amendment to the Registration Statement
(the “Amendment No. 7”).

For the Staff’s convenience, the Staff’s
comments have been stated below in their entirety in bold, followed by the corresponding responses from the Company. Except for any page
references appearing in the headings or the Staff’s comments (which are references to the Registration Statement), all page references
herein correspond to the page of the Amendment No. 7. Capitalized terms used but not defined in this letter have the meanings ascribed
to such terms in the Amendment No. 7.

Amendment No. 6 to Registration Statement
on Form F-1 Filed July 9, 2024

Use of Proceeds, page 68

    1.
    You say net proceeds will be $11,000,000 here but this amount appears to be the gross amount of the offering. On page 70 you say net proceeds after deducting underwriting fees, underwriters’ expense allowance and other expenses is $9.60 million. This latter amount does not appear to be consistent with amounts disclosed on pages 170 and 171 for nonaccountable expenses of 1% of gross proceeds ($110,000), total expenses excluding underwriting discounts and non-accountable expense allowance of $1.2 million, underwriting discounts and commissions of $880,000 and accountable expenses up to $250,000. Please revise as appropriate the net proceeds amounts on pages 68 and 70, including on page 70 the impact on pro forma as further adjusted capitalization and $1.00 increase in the offing price, and amounts under "Dilution" for consistency.

Response: We note the Staff’s
comment and have updated the Amendment No. 7 to disclose the correct net proceeds. We also updated the Capitalization section accordingly
on page 70. We further advise the Staff that we believe the current Dilution section correctly reflects the offering details.

Management's Discussion and Analysis of Financial Condition and
Results of Operations Overview, page 77

    2.
    Refer to your response to prior comment 3. It appears GMV is a metric to you and the content of your response regarding GMV is meaningful to investors in understanding how it relates to your business. Please revise your disclosure accordingly. In doing so, refer to Release No. 33-10751 for further guidance.

Response: We note the Staff’s
comment and have updated the MD&A section to reflect that GMV is a key performance indicator of our business.

Management, page 134

    3.
    Please update the executive compensation information as of the fiscal year ended June 30, 2024.

Response: We note the Staff’s
comment and have included the executive compensation information for the year ended June 30, 2024 on page 136.

Related Party Transactions, page 140

    4.
    We note your response to prior comment 7. Please revise to state, or supplementally confirm, that the information presented in this section is through the date of the prospectus. In this regard, we note your representation that you "have presented the related party transactions information as of May 31, 2024." Refer to Item 7.B of Form 20-F.

Response: We note the Staff’s
comment and have updated the disclosure for the related party transactions accordingly on page 141.

Financial Statements, page F-1

    5.
    Please refer to the guidance on age of financial statements in Item 8.A.4 of Form 20-F and instructions thereto and comply as appropriate.

Response: We note the Staff’s
comment and advise the Staff that we are aware of the requirement. The Company’s auditor has started the audit of our financial
statements for the year ended June 30, 2024.

General

    6.
    We note your response to comment 9, as well as your revised disclosure that "[n]one of the Selling Shareholders or the natural controlling persons of the Selling Shareholders are in the business of underwriting securities." Please revise to state, if true, that none of the natural controlling persons of the Selling Shareholders have had a material relationship with the company since the beginning of the last three fiscal years other than as shareholders of the company and the VIE.

Response: We
note the Staff’s comment and have revised our disclosure to confirm that none of the natural controlling persons of the Selling
Shareholders have had a material relationship with the Company since the beginning of the last three fiscal years other than as shareholders
of the Company and the VIE on page Alt-2.

We
thank the Staff for its review of the foregoing. If you have any questions regarding this matter, please do not hesitate to contact Fang
Liu at VCL Law LLP at fliu@vcllegal.com or by telephone at (703) 919-7285. 

 

Very
truly yours,

 

    /s/ Guohua Huang

    Guohua Huang  

    EPWK Holdings Ltd., Chief Executive Officer

 

cc: Fang Liu Esq., VCL Law LLP

August 1, 2024
Guohua Huang
Chief Executive Officer
EPWK Holdings Ltd.
Building #2, District A, No. 359 Chengyi Rd.
The third phase of Xiamen Software Park
Xiamen City, Fujian Province
The People’s Republic of China, 361021
Re:EPWK Holdings Ltd.
Amendment No. 6 to Registration Statement on Form F-1
Fiiled July 9, 2024
File No. 333-269657
Dear Guohua Huang:
            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 June 17, 2024 letter.
Amendment No. 6 to Registration Statement on Form F-1
Use of Proceeds, page 68
You say net proceeds will be $11,000,000 here but this amount appears to be the gross
amount of the offering. On page 70 you say net proceeds after deducting underwriting
fees, underwriters’ expense allowance and other expenses is $9.60 million. This latter
amount does not appear to be consistent with amounts disclosed on pages 170 and 171
for nonaccountable expenses of 1% of gross proceeds ($110,000), total
expenses excluding underwriting discounts and non-accountable expense allowance
of $1.2 million, underwriting discounts and commissions of $880,000 and accountable
expenses up to $250,000. Please revise as appropriate the net proceeds amounts on pages
68 and 70, including on page 70 the impact on pro forma as further adjusted capitalization 1.

August 1, 2024
Page 2
and $1.00 increase in the offing price, and amounts under "Dilution" for consistency.
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
77
2.Refer to your response to prior comment 3. It appears GMV is a metric to you and the
content of your response regarding GMV is meaningful to investors in understanding how
it relates to your business. Please revise your disclosure accordingly. In doing so, refer to
Release No. 33-10751 for further guidance.
Management, page 134
3.Please update the executive compensation information as of the fiscal year ended June 30,
2024.
Related Party Transactions, page 140
4.We note your response to prior comment 7. Please revise to state, or supplementally
confirm, that the information presented in this section is through the date of the
prospectus. In this regard, we note your representation that you "have presented the
related party transactions information as of May 31, 2024." Refer to Item 7.B of Form 20-
F.
Financial Statements, page F-1
5.Please refer to the guidance on age of financial statements in Item 8.A.4 of Form 20-F and
instructions thereto and comply as appropriate.
General
6.We note your response to comment 9, as well as your revised disclosure that "[n]one of
the Selling Shareholders or the natural controlling persons of the Selling Shareholders are
in the business of underwriting securities." Please revise to state, if true, that none of the
natural controlling persons of the Selling Shareholders have had a material relationship
with the company since the beginning of the last three fiscal years other than as
shareholders of the company and the VIE.
            Please contact Aamira Chaudhry at 202-551-3389 or Doug Jones at 202-551-3309 if you
have questions regarding comments on the financial statements and related matters. Please
contact Rucha Pandit at 202-551-6022 or Lilyanna Peyser at 202-551-3222 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Fang Liu, Esq.

CORRESP
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July 9, 2024

Aamira Chaudhry

Doug Jones

Rucha Pandit

Lilyanna Peyser

United States Securities and Exchange Commission

Division of Corporate Finance

100 F. Street, N.E.

Washington, D.C. 20549

    Re:
    EPWK Holdings Ltd.

    Amendment No. 5 to Registration Statement on Form F-1

    Filed August 1, 2023

    File No. 333-269657

Ladies and Gentlemen:

EPWK Holdings Ltd. (the “Company”)
submit this letter in response to comments from the staff (the “Staff”) of the Securities and Exchange Commission (the
“Commission”) contained in its letter dated June 17, 2024, relating to the above referenced Registration Statement
on Form F-1 (“Registration Statement”). The Company is concurrently submitting an amendment to the Registration Statement
(the “Amendment No. 6”).

For the Staff’s convenience, the Staff’s
comments have been stated below in their entirety in bold, followed by the corresponding responses from the Company. Except for any page
references appearing in the headings or the Staff’s comments (which are references to the Registration Statement), all page references
herein correspond to the page of the Amendment No. 6. Capitalized terms used but not defined in this letter have the meanings ascribed
to such terms in the Amendment No. 5.

Amendment No. 5 to Registration Statement
on Form F-1 Filed May 21, 2024

Cover Page

    1.
    Please explain to us in further detail how you intend to price this offering (for example, whether you intend to use a fixed price until you are listed on Nasdaq, or whether your prospectus cover page contemplates use of a price range as evidenced by your disclosure on page 174). In this regard, we note that it does not appear to be sufficient to provide an "assumed" offering price. Refer to Item 501(b)(3) of Regulation S-K and the instructions thereto.

Response: We note the Staff’s
comment and have updated the cover page accordingly.

Capitalization, page 70

    2.
    We note you have short term bank loans outstanding in the latest balance sheet presented in the filing. Please revise the table to include this indebtedness pursuant to Item 3.B of Form 20-F as directed by Item 4.a of Form F-1.

Response: We note the Staff’s
comment and have revised the table to include short term loans as current liability on page 70.

Management's Discussion and Analysis of Financial Condition and
Results of Operations Overview, page 77

    3.
    Here and elsewhere you refer to the amount/number of GMV, projects and registered users. Please discuss the relevance of these to your generation of revenue and costs incurred to conduct your business and why these items are meaningful to your investors. From the breakdown of your net revenues on page 82 and following discussion of other results it is not clear how these relate to/impact your revenue and costs of operations.

Response: We note the Staff’s
comment and advise the Staff that GMV, projects, and registered buyers and sellers are key indicators in evaluating the performance of
a marketplace platform by reflecting changes to the supply and demand of services and goods provided on the platform. A platform with
increasing GMV, projects and registered users indicates that the platform remains attractive to suppliers (sellers for EPWK) and customers
(buyers for EPWK). These key comparative indicators are commonly used in the industry but may not always have direct impact on revenue
and costs, as other factors also change alongside those indicators.

As a marketplace platform, we serve and gain revenues
from both buyers and sellers. For sellers, we provide a series of online promotion services for them to access a wide range of potential
clients. For buyers, we generate revenue from their purchases of premium business solutions or value-added services, which we manage.
On the one hand, the increase of volume of buyers and sellers may bring more opportunities for generating revenue from them; On the other
hand, we may need to spend more to maintain or expand our service catalog to meet diversified demands and ensure efficient functioning
of our platform, which leads to increased costs.

Results of Operations

Key Components of Results of Operations

Operating expenses

Gross Profit, page 82

    4.
    Please analyze the material variances in the gross profit percentage between periods.

Response: We note the Staff’s
comment and have expanded the analysis of material variances in the gross profit percentage between periods.

Our gross profit and gross margin may fluctuate
from period to period. Such fluctuations may be influenced by our revenue, cost of premium business solutions, and cost of obtain customers,
etc. Our gross profit rate significant decreased from 41.48% for the year ended June 30, 2022 to 25.53% in the same period in 2023, primary
due to the increase of volume of premium business solutions service. The revenue and cost of this service is recognized on a gross basis
and the gross profit rate of it is lower than other services. The percentage of premium business solutions service revenue to total revenue
increased from 18.2% in 2022 to 73.9% in 2023, and the cost to total cost increased from 27.3% in 2022 to 73.9%, which led to the decrease
of the overall gross profit rate. We expect the gross profit rate will be between 20% and 30% in future periods.

Sales and marketing expenses, page 83

    5.
    You state sales and marketing expenses consist primarily of labor costs for sales personnel and other miscellaneous selling expenses. In the associated table you present lines for labor expenses and marketing expenses. Please disclose what marketing expenses represent.

Response: We note the Staff’s
comment and have disclosed on page 83 that marketing expenses include the expenses of promotion material producing and dissemination,
search engines optimizations, and media collaborations, etc.

Liquidity and Capital Resources

Operating activities, page 89

    6.
    Please discuss the operational reasons for the reported negative operating cash flows for each period presented and explain how you intend to meet your cash requirements and maintain operations in such circumstance. Refer to instruction 1 to "Instructions to Item 5" in Form 20-F and section IV.B.1 of Release No. 33-8350. Also discuss if this condition is a known trend pursuant to Item 5.D of Form 20-F and your expectations concerning this condition. Further, note your disclosure here should be a comparative analysis of changes in operating cash flows between periods and not how operating cash flows were derived for each period.

Response: We note the Staff’s
comment have disclosed additional information on pages 89 and 91. The reason of negative operating cash flows is primary due to the fact
that we have net loss for the years ended June 30, 2023 and 2022 and the six-month ended December 31, 2022. For the six-month ended December
31, 2023, though we have turned net loss into net income of approximately $20,263, the negative change in asset and operating liabilities,
such as the payment for accounts payable of $0.65 million partially offset by the receipt for accounts receivable of $0.45 million, which
still led to a net negative cash outflow of $0.2 million and created the negative operating cash flow.

Our negative operating cash flows keeps a decreasing
trend, as we are gradually turning losses into profits. As a result, the negative operating cash flows decreased from $3.66 million for
the year ended June 30, 2022 to $1.50 million for same period in 2023, and decreased from $0.34 million for the six-month ended December
31, 2022 to $0.26 million for the same period in 2023.

We intend to meet our cash requirements and maintain
operations include the following measures:

 · we will try to obtain more bank loan or strategic investment to supplement working capital

 · we are attempting to improve business profitability and arise ability to generate sufficient cash flow
from our operation to meet operating needs on a timely basis

 · we will keep controlling and lowering various costs and expenses.

Related Party Transactions, page 140

    7.
    To the extent applicable, please update the information in this section through the date of the prospectus. Refer to Item 7.B of Form 20-F. In this regard, we note your disclosure on page 141 that "during the six-month ended December 31, 2023 and the years ended June 30, 2023 and 2022, other than the loan from/to the related parties, no other transaction occurred," which suggests that this section is updated only through December 31, 2023.

Response: We note the Staff’s
comment and have presented the related party transactions information as of May 31, 2024. No further information is available at
this moment but will be disclosed in the registration statement once it becomes available.

Consolidated Financial Statements, page
F-3

    8.
    We note several liability balance amounts as of June 30, 2022, investing and financing activity amounts for the year ended June 30, 2022, and notes to the financial statements pertaining to the preceding items disclosed in the filing made on May 20, 2024 differ from amounts reported in the filing made on September 1, 2023. Please explain to us and disclose why amounts as of and for the year ended June 30, 2022 were revised in the May 20, 2024 filing and why you did not label the affected June 30, 2022 financial statements in the May 20, 2024 filing as restated.

Response: We respectfully acknowledge
the Staff’s comments. In our May 20, 2024 filing, we made corrections to certain items in the Balance Sheet and Statement of Cash
Flows as of and for the year ended June 30, 2022. These corrections were not labeled as restatements due to our mistaken belief that they
were minor reclassifications. We have since recognized the need for proper labeling and have restated the affected financial statements
in Amendment No. 6.

General

    9.
    Please revise the prospectus cover page of the resale prospectus to include the disclosure sought by the staff's Sample Letters to China-Based Companies, as well as the offering price (if fixed) or offering price range in the initial public offering. Also revise page Alt-3 to identify the natural person(s) with voting and/or investment control over the shares held by the entity selling shareholders. Please disclose whether the natural persons that control the selling shareholders have had any position, office or material relationships within the past three years with the company (in addition to your current disclosure in the last paragraph of this section regarding the entity selling shareholders).

Response: We note the Staff’s
comment and have expanded the disclosure on the cover page of the resale prospectus to cover information sought by the Sample Letters
to China-Based Companies and the offering price. We have further revised page Alt-3 to identify the natural persons with voting and investment
control over the shares held by the entity selling shareholders as well as such natural persons’ relationship with the Company within
the past three years.

    10.
    With a view to disclosure, please tell us when the selling shareholders acquired the shares subject to the resale, how and from whom they acquired the shares, and whether the selling shareholders are in the business of underwriting securities. Also tell us why you have determined to register the resale simultaneously with the primary offering, and what consideration was given, by you and the underwriters, to entering into lock-up agreements with the selling shareholders.

Response: We note the Staff’s
comment and have disclosed the requested information on page Alt-2. None of the Selling Shareholders is in the business of underwriting
securities.

The Company decided to register the resale shares
simultaneously with the primary offering to provide liquidity to Selling Shareholders who are initial investors of the Company and have
stayed with the Company and its affiliates for more than three years per the Selling Shareholders’ request made in October 2023
and to supplement the less-than-expected interests in the Company’s primary offering from potential investors and the relatively
weak market activities for similar offerings.

In May 2024, upon in-depth discussions with the
underwriter and taking into consideration the Selling Shareholders’ desire to liquidate, the Company decided to adjust its prior
offering plan by simultaneously (i) registering a reduced number of shares to be offered in its primary offering and (ii) adding a resale
component, so that the combined offerings could allow the Company’s long-term investors to liquidate a portion of their investment
after the consummation of the Company’s initial public offering while enable the Company to meet the Nasdaq Capital Market’s
initial listing requirements.

The Selling Shareholders are not subject to the
lock-up agreements with the underwriters because they were less than 5% shareholders of the Company, and they were not registering all
of their shares for resale. The Company and the underwriters agreed from the beginning that only 5% or more shareholders would be subject
to lock-up agreements, which is customary for an offering like this one.

    11.
    We note the revisions you made to your disclosure on the cover page, in the prospectus summary and in the risk factors relating to legal and operational risks associated with operating in China and the PRC, uncertainties regarding the interpretation and application of current and future PRC laws, regulations and rules, and the resultant enforceability of the contractual arrangements with the VIE. It is unclear to us that there have been changes in the regulatory environment in the PRC since the last registration statement that was filed on September 1, 2023, warranting revised disclosure to mitigate the challenges you face and related disclosures. The Sample Letters to China-Based Companies sought specific disclosure relating to the risk that the PRC government may intervene in or influence your operations at any time, or may exert control over operations of your business, or may disallow the structure of your business, including your VIE structure, any of which could result in a material change in your operations and/or the value of the securities you are registering for sale. We remind you that, pursuant to federal securities rules, the term “control” (including the terms “controlling,” “controlled by,” and “under common control with”) as defined in Securities Act Rule 405 means “the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract, or otherwise.” The Sample Letters also sought specific disclosures relating to uncertainties regarding the enforcement of laws and that the rules and regulations in China can change quickly with little advance notice. We do not believe that your revised disclosure conveys the same degree of risk and uncertainty. Please restore the disclosures in these areas to the disclosures as they existed in the registration statement you filed on September 1, 2023.

Response: We note the Staff’s
comment and have restored disclosures in relevant areas to the disclosures as they existed in the registration statement we filed
on September 1, 2023.

We thank the Staff for its review of the foregoing.
If you have any questions regarding this matter, please do not hesitate to contact Fang Liu at VCL Law LLP at fliu@vcllegal.com or by
telephone at (703) 919-7285. 

 

Very truly yours,

 

    /s/ Guohua Huang

    Guohua Huang  

    EPWK Holdings Ltd., Chief Executive Officer

 

cc: Fang Liu Esq., VCL Law LLP

United States securities and exchange commission logo
June 17, 2024
Guohua Huang
Chief Executive Officer
EPWK Holdings Ltd.
Building #2, District A, No. 359 Chengyi Rd.
The third phase of Xiamen Software Park
Xiamen City, Fujian Province
The People’s Republic of China, 361021
Re:EPWK Holdings Ltd.
Amendment No. 5 to Registration Statement on Form F-1
Filed May 21, 2024
File No. 333-269657
Dear Guohua Huang:
            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. 5 to Registration Statement on Form F-1
Cover Page
1.Please explain to us in further detail how you intend to price this offering (for example,
whether you intend to use a fixed price until you are listed on Nasdaq, or whether your
prospectus cover page contemplates use of a price range as evidenced by your disclosure
on page 174). In this regard, we note that it does not appear to be sufficient to provide an
"assumed" offering price. Refer to Item 501(b)(3) of Regulation S-K and the instructions
thereto.
Capitalization, page 70
2.We note you have short term bank loans outstanding in the latest balance sheet presented
in the filing. Please revise the table to include this indebtedness pursuant to Item 3.B

 FirstName LastNameGuohua Huang
 Comapany NameEPWK Holdings Ltd.
 June 17, 2024 Page 2
 FirstName LastNameGuohua Huang
EPWK Holdings Ltd.
June 17, 2024
Page 2
of Form 20-F as directed by Item 4.a of Form F-1.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Overview, page 77
3.Here and elsewhere you refer to the amount/number of GMV, projects and registered
users. Please discuss the relevance of these to your generation of revenue and costs
incurred to conduct your business and why these items are meaningful to your
investors. From the breakdown of your net revenues on page 82 and following discussion
of other results it is not clear how these relate to/impact your revenue and costs of
operations.
Results of Operations
Key Components of Results of Operations
Operating expenses
Gross Profit, page 82
4.Please analyze the material variances in the gross profit percentage between periods.
Sales and marketing expenses, page 83
5.You state sales and marketing expenses consist primarily of labor costs for sales
personnel and other miscellaneous selling expenses. In the associated table you present
lines for labor expenses and marketing expenses. Please disclose what marketing expenses
represent.
Liquidity and Capital Resources
Operating activities, page 89
6.Please discuss the operational reasons for the reported negative operating cash flows for
each period presented and explain how you intend to meet your cash requirements and
maintain operations in such circumstance. Refer to instruction 1 to "Instructions to Item 5"
in Form 20-F and section IV.B.1 of Release No. 33-8350. Also discuss if this condition is
a known trend pursuant to Item 5.D of Form 20-F and your expectations concerning this
condition. Further, note your disclosure here should be a comparative analysis of changes
in operating cash flows between periods and not how operating cash flows were derived
for each period.
Related Party Transactions, page 140
7.To the extent applicable, please update the information in this section through the date of
the prospectus. Refer to Item 7.B of Form 20-F. In this regard, we note your disclosure on
page 141 that "[d]uring the six-month ended December 31, 2023 and the years ended June
30, 2023 and 2022, other than the loan from/to the related parties, no other transaction
occurred," which suggests that this section is updated only through December 31, 2023.

 FirstName LastNameGuohua Huang
 Comapany NameEPWK Holdings Ltd.
 June 17, 2024 Page 3
 FirstName LastNameGuohua Huang
EPWK Holdings Ltd.
June 17, 2024
Page 3
Consolidated Financial Statements, page F-3
8.We note several liability balance amounts as of June 30, 2022, investing and financing
activity amounts for the year ended June 30, 2022, and notes to the financial statements
pertaining to the preceding items disclosed in the filing made on May 20, 2024 differ from
amounts reported in the filing made on September 1, 2023. Please explain to us and
disclose why amounts as of and for the year ended June 30, 2022 were revised in the May
20, 2024 filing and why you did not label the affected June 30, 2022 financial statements
in the May 20, 2024 filing as restated.
General
9.Please revise the prospectus cover page of the resale prospectus to include the disclosure
sought by the staff's Sample Letters to China-Based Companies, as well as the offering
price (if fixed) or offering price range in the initial public offering. Also revise page Alt-3
to identify the natural person(s) with voting and/or investment control over the shares held
by the entity selling shareholders. Please disclose whether the natural persons that control
the selling shareholders have had any position, office or material relationships within the
past three years with the company (in addition to your current disclosure in the last
paragraph of this section regarding the entity selling shareholders).
10.With a view to disclosure, please tell us when the selling shareholders acquired the shares
subject to the resale, how and from whom they acquired the shares, and whether the
selling shareholders are in the business of underwriting securities. Also tell us why you
have determined to register the resale simultaneously with the primary offering, and what
consideration was given, by you and the underwriters, to entering into lock-up agreements
with the selling shareholders.
11.We note the revisions you made to your disclosure on the cover page, in the prospectus
summary and in the risk factors relating to legal and operational risks associated with
operating in China and the PRC, uncertainties regarding the interpretation and application
of current and future PRC laws, regulations and rules, and the resultant enforceability of
the contractual arrangements with the VIE. It is unclear to us that there have been changes
in the regulatory environment in the PRC since the last registration statement that was
filed on September 1, 2023, warranting revised disclosure to mitigate the challenges you
face and related disclosures. The Sample Letters to China-Based Companies sought
specific disclosure relating to the risk that the PRC government may intervene in or
influence your operations at any time, or may exert control over operations of your
business, or may disallow the structure of your business, including your VIE structure,
any of which could result in a material change in your operations and/or the value of the
securities you are registering for sale. We remind you that, pursuant to federal securities
rules, the term “control” (including the terms “controlling,” “controlled by,” and “under
common control with”) as defined in Securities Act Rule 405 means “the possession,
direct or indirect, of the power to direct or cause the direction of the management and
policies of a person, whether through the ownership of voting securities, by contract, or

 FirstName LastNameGuohua Huang
 Comapany NameEPWK Holdings Ltd.
 June 17, 2024 Page 4
 FirstName LastName
Guohua Huang
EPWK Holdings Ltd.
June 17, 2024
Page 4
otherwise.” The Sample Letters also sought specific disclosures relating to uncertainties
regarding the enforcement of laws and that the rules and regulations in China can change
quickly with little advance notice. We do not believe that your revised disclosure conveys
the same degree of risk and uncertainty. Please restore the disclosures in these areas to the
disclosures as they existed in the registration statement you filed on September 1, 2023.
            Please contact Aamira Chaudhry at 202-551-3389 or Doug Jones at 202-551-3309 if you
have questions regarding comments on the financial statements and related matters. Please
contact Rucha Pandit at 202-551-6022 or Lilyanna Peyser at 202-551-3222 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Fang Liu, Esq.

CORRESP
1
filename1.htm

September 1, 2023

Cara Wirth

United States Securities and Exchange Commission

Division of Corporate Finance

100 F. Street, N.E.

Washington, D.C. 20549

    Re:
    EPWK Holdings Ltd.

    Amendment No. 3 to Registration Statement on Form F-1

    Filed August 1, 2023

    File No. 333-269657

Dear Ms. Wirth,

EPWK Holdings Ltd. (the “Company”)
submit this letter in response to comments from the staff (the “Staff”) of the Securities and Exchange Commission (the
“Commission”) contained in its letter dated August 23, 2023, relating to the above referenced Registration Statement
on Form F-1 (“Registration Statement”). The Company is concurrently submitting an amendment to the Registration Statement
(the “Amendment No. 4”).

For the Staff’s convenience, the Staff’s
comments have been stated below in their entirety in bold, followed by the corresponding responses from the Company. Except for any page
references appearing in the headings or the Staff’s comments (which are references to the Registration Statement), all page references
herein correspond to the page of the Amendment No. 4. Capitalized terms used but not defined in this letter have the meanings ascribed
to such terms in the Amendment No. 4.

Amendment No. 3 to Registration Statement
on Form F-1 Filed August 1, 2023

Risk Factors page 28

    1.
    We note instances of extreme stock price run-ups followed by rapid price declines and stock price volatility seemingly unrelated to company performance following a number of recent initial public offerings, particularly among companies with relatively smaller public floats. Revise to include a separate risk factor addressing the potential for rapid and substantial price volatility and discuss the risks to investors when investing in stock where the price is changing rapidly. Clearly state that such volatility, including any stock-run up, may be unrelated to your actual or expected operating performance and financial condition or prospects, making it difficult for prospective investors to assess the rapidly changing value of your stock.

Response: We
note the Staff’s comment and have included a separate risk factor to discuss the risks related to the potential rapid and substantial
price volatility on page 61.

Compensation
of Directors and Executive Officers, page 136

    2.
    Please update this disclosure
    to cover your most recently completed fiscal year. Refer to Item 6.B. of Form 20-F.

Response: We
note the Staff’s comment and have updated this disclosure to cover the fiscal year ended June 30, 2023 on page 136.

Related
Party Transactions, page 141

    3.
    We note your response
    to comment 2 regarding the requirements under Regulation S-X and ASC 850. However, Form F-1 requires the related party transaction
    disclosure in the prospectus to be up to the date of the prospectus. Please update this disclosure accordingly. Refer to Item 4.a.
    of Form F-1 and Item 7.B. of Form 20-F.

Response: We
note the Staff’s comment have updated this disclosure to cover the fiscal year ended June 30, 2023 on page 141.

General

    4.
    We note your disclosure throughout the prospectus that you will file with the CSRC within three working days of filing this registration statement in accordance with the requirements of the Trial Measures. Please update your disclosure throughout your prospectus to disclose the current status of your filing and the review process with the CSRC.

Response: We note the Staff’s
comment and have updated the disclosure throughout the registration statement to disclose our filing and review process with the CSRC
in detail.

We thank the Staff for its review of the foregoing.
If you have any questions regarding this matter, please do not hesitate to contact Fang Liu at VCL Law LLP at fliu@vcllegal.com or by
telephone at (703) 919-7285. 

 

Very truly yours,

 

    /s/ Guohua Huang

    Guohua Huang  

    EPWK Holdings Ltd., Chief Executive Officer

 

cc: Fang Liu Esq., VCL Law LLP

United States securities and exchange commission logo
August 23, 2023
Guohua Huang
Chief Executive Officer
EPWK Holdings Ltd.
Building #2, District A, No. 359 Chengyi Rd.
The third phase of Xiamen Software Park
Xiamen City, Fujian Province
The People’s Republic of China, 361021
Re:EPWK Holdings Ltd.
Amendment No. 3 to Registration Statement on Form F-1
Filed August 1, 2023
File No. 333-269657
Dear Guohua Huang:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply 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 these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our July 17, 2023 letter.
Amendment No. 3 to Registration Statement on Form F-1 Filed August 1, 2023
Risk Factors, page 28
1.We note instances of extreme stock price run-ups followed by rapid price declines and
stock price volatility seemingly unrelated to company performance following a number of
recent initial public offerings, particularly among companies with relatively smaller public
floats. Revise to include a separate risk factor addressing the potential for rapid and
substantial price volatility and discuss the risks to investors when investing in stock where
the price is changing rapidly. Clearly state that such volatility, including any stock-run up,
may be unrelated to your actual or expected operating performance and financial

 FirstName LastNameGuohua Huang
 Comapany NameEPWK Holdings Ltd.
 August 23, 2023 Page 2
 FirstName LastName
Guohua Huang
EPWK Holdings Ltd.
August 23, 2023
Page 2
condition or prospects, making it difficult for prospective investors to assess the rapidly
changing value of your stock.
Compensation of Directors and Executive Officers, page 136
2.Please update this disclosure to cover your most recently completed fiscal year.  Refer to
Item 6.B. of Form 20-F.
Related Party Transactions, page 141
3.We note your response to comment 2 regarding the requirements under Regulation S-X
and ASC 850. However, Form F-1 requires the related party transaction disclosure in the
prospectus to be up to the date of the prospectus. Please update this disclosure
accordingly. Refer to Item 4.a. of Form F-1 and Item 7.B. of Form 20-F.
General
4.We note your disclosure throughout the prospectus that you will file with the CSRC
within three working days of filing this registration statement in accordance with the
requirements of the Trial Measures.  Please update your disclosure throughout your
prospectus to disclose the current status of your filing and the review process with the
CSRC.
            You may contact Aamira Chaudhry at 202-551-3389 or Doug Jones at 202-551-3309 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Cara Wirth at 202-551-7127 or Lilyanna Peyser at 202-551-3222 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Fang Liu, Esq.

CORRESP
1
filename1.htm

August
1, 2023

Aamira
Chaudhry

United
States Securities and Exchange Commission

Division
of Corporate Finance

100
F. Street, N.E.

Washington,
D.C. 20549

    Re:
    EPWK Holdings Ltd.

    Amendment No. 2 to Registration Statement on Form
    F-1 Filed June 29, 2023

    File No. 333-269657

Dear
Ms. Chaudhry,

EPWK
Holdings Ltd. (the “Company”) submit this letter in response to comments from the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) contained in its letter dated July 17, 2023, relating
to the above referenced Registration Statement on Form S-1 (“Registration Statement”). The Company is concurrently
submitting an amendment to the Registration Statement (the “Amendment No. 3”).

For
the Staff’s convenience, the Staff’s comments have been stated below in their entirety in bold, followed by the corresponding
responses from the Company. Except for any page references appearing in the headings or the Staff’s comments (which are references
to the Registration Statement), all page references herein correspond to the page of the Amendment No. 3. Capitalized terms used
but not defined in this letter have the meanings ascribed to such terms in the Amendment No. 3.

Amendment
No. 2 to Registration Statement on Form F-1 Filed June 29, 2023

Trusted
Platform for Buyers and Sellers, page 3

    1.
    We note
    your amended disclosure in response to comment 2. Please revise your disclosure to include:

    ●
    a description
    of fees and related pricing for Wukong SDK; and

    ●
    a description of the payment
    terms and rates as disclosed in Article 5 of the Xiamen International Bank Co., Ltd. Service Agreement.

Response: We
note the Staff’s comment and have added the requested disclosure on page 3 of the Amendment No. 3.

Related
Party Transactions, page 141

    2.
    We note
    your response to comment 8 and we reissue it. We note your disclosure here is as of June 30, 2022 and December 31, 2022. Please revise
    this disclosure to reflect information that is up to the date of the prospectus. Refer to Item 4.a. of Form F-1 and Item 7.B. of
    Form 20-F.

Response: We
note the Staff’s comment and respectfully state that Regulation S-X 4-08(k)(1) requires that “Amounts of related party transactions
should be stated on the face of the balance sheet, statement of comprehensive income, or statement of cash flows”. ASC 850 provides
that related party disclosures shall include “A description of the transactions, including transactions to which no amounts or
nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary
to an understanding of the effects of the transactions on the financial statements.” We believe our current disclosures of the
related party transactions as of June 30, 2022 and December 31, 2022 are consistent with the amounts of related party transactions stated
on the face of the balance sheet, statement of comprehensive income, or statement of cash flows, as well as the periods for which income
statements are presented. We will update the disclosures of the related party transactions simultaneously with any updates of our financial
statements.

Interim
Period Financial Statements

Report
of Independent Registered Public Accounting Firm

Basis
for Review Results, page F-2

    3.
    The wording
    herein is in the context of an audit. Please revise to be in the context of a review. Refer to AS 4105.

Response: We
note the Staff’s comment and have added the requested disclosure on page F-2 of the Amendment No. 3.

Annual
Financial Statements

Notes
to Financial Statements

Note
2. Summary of Significant Accounting Policies

(m)
Revenue Recognition, page F-50

    4.
    We note
    the new risk factor on page 30 in which you state that you provide one-year free technical after-sales maintenance service. Please
    explain to us and disclose how the transaction price is allocated to this performance obligation and when and how it is recognized
    as revenue. Refer to the section on allocating the transaction price to performance obligations within ASC 610-10 beginning in 606-10-32-28.

Response: We
note the Staff’s comment and have updated on page 30 of the Amendment No. 3. In the Company’s case, the one-year free technical
after-sales maintenance service is provided to ensure that the Company’s products meet the agreed-upon specifications and to address
any technical issues that may arise during the warranty period. This service is not an additional service that the customer has the option
to purchase separately. A warranty that provides a customer with assurance that the delivered product is as specified in the contract
is not a separate performance obligation. This service should be considered a warranty rather than a separate service contract, and therefore,
it is not a separate performance obligation. As a result, we do not allocate a portion of the transaction price to the one-year free
technical after-sales maintenance service as a separate performance obligation. Instead, we recognize the entire transaction price as
revenue when control of the product is transferred to the customer. It is important to note that the one-year warranty has not historically resulted in significant expenses for the
company; as a matter of fact, the associated warranty expenses
have been consistently immaterial since the start of our software development operations. As a result, we find it appropriate not to accrue
a reserve for product warranty claims.

Exhibit
Index

Exhibit
23.1, page II-4

    5.
    Please provide
    a consent from your independent accounting firm for the use of its audit report that refers to the proper filing, for example, the
    appropriate amendment number, and refers to each date associated with the report, for example, "Note 2(y), as to which the date
    is June 22, 2023." Additionally, provide an acknowledgement letter from your independent accounting firm for the use of its
    review report.

Response: We
note the Staff’s comment and have added a consent from our independent accounting firm for the use of its audit report that refers
to the proper filing and also provided the acknowledgement letter from the auditor for the use of its review report.

Exhibit
Index

Exhibit
5.1, page II-4

    6.
    We
    note the amended opinion filed as Exhibit 5.1 in response to comment 12 and we reissue it in part. The opinion regarding the warrants
    must be rendered under the law of the jurisdiction governing the warrants which, in this case, is New York, however Exhibit 5.1 is
    limited to the laws of the Cayman Islands; please revise. Refer to Staff Legal Bulletin No. 19 for additional information.

Response: We
note the Staff’s comment and will file opinion of VCL Law LLP regarding the enforceability of the warrants as Exhibit 5.2 once
the offering terms are determined.

We
thank the Staff for its review of the foregoing. If you have any questions regarding this matter, please do not hesitate to contact Fang
Liu at VCL Law LLP at fliu@vcllegal.com or by telephone at (703) 919-7285. 

 

Very
truly yours,

 

    /s/ Guohua
    Huang

    Guohua Huang  

    EPWK Holdings Ltd., Chief
    Executive Officer

 

cc:
Fang Liu Esq., VCL Law LLP

United States securities and exchange commission logo
July 17, 2023
Guohua Huang
Chief Executive Officer
EPWK Holdings Ltd.
Building #2, District A, No. 359 Chengyi Rd.
The third phase of Xiamen Software Park
Xiamen City, Fujian Province
The People’s Republic of China, 361021
Re:EPWK Holdings Ltd.
Amendment No. 2 to Registration Statement on Form F-1
Filed June 29, 2023
File No. 333-269657
Dear Guohua Huang:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply 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 these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our June 14, 2023 letter.
Amendment No. 2 to Registration Statement on Form F-1 Filed June 29, 2023
Trusted Platform for Buyers and Sellers, page 3
1.We note your amended disclosure in response to comment 2.  Please revise your
disclosure to include:

•a description of fees and related pricing for Wukong SDK; and

•a description of the payment terms and rates as disclosed in Article 5 of the Xiamen
International Bank Co., Ltd. Service Agreement.

 FirstName LastNameGuohua Huang
 Comapany NameEPWK Holdings Ltd.
 July 17, 2023 Page 2
 FirstName LastName
Guohua Huang
EPWK Holdings Ltd.
July 17, 2023
Page 2
Related Party Transactions, page 141
2.We note your response to comment 8 and we reissue it. We note your disclosure here is as
of June 30, 2022 and December 31, 2022. Please revise this disclosure to reflect
information that is up to the date of the prospectus.  Refer to Item 4.a. of Form F-1 and
Item 7.B. of Form 20-F.
Interim Period Financial Statements
Report of Independent Registered Public Accounting Firm
Basis for Review Results, page F-2
3.The wording herein is in the context of an audit.  Please revise to be in the context of a
review.  Refer to AS 4105.
Annual Financial Statements
Notes to Financial Statements
Note 2. Summary of Significant Accounting Policies
(m) Revenue Recognition, page F-50
4.We note the new risk factor on page 30 in which you state that you provide one-year free
technical after-sales maintenance service.  Please explain to us and disclose how the
transaction price is allocated to this performance obligation and when and how it is
recognized as revenue.  Refer to the section on allocating the transaction price to
performance obligations within ASC 610-10 beginning in 606-10-32-28.
Exhibit Index
Exhibit 23.1, page II-4
5.Please provide a consent from your independent accounting firm for the use of its audit
report that refers to the proper filing, for example, the appropriate amendment number,
and refers to each date associated with the report, for example, "Note 2(y), as to which the
date is June 22, 2023."  Additionally, provide an acknowledgement letter from your
independent accounting firm for the use of its review report.
Exhibit Index
Exhibit 5.1, page II-4
6.We note the amended opinion filed as Exhibit 5.1 in response to comment 12 and we
reissue it in part.  The opinion regarding the warrants must be rendered under the law of
the jurisdiction governing the warrants which, in this case, is New York, however Exhibit
5.1 is limited to the laws of the Cayman Islands; please revise.  Refer to Staff Legal
Bulletin No. 19 for additional information.

 FirstName LastNameGuohua Huang
 Comapany NameEPWK Holdings Ltd.
 July 17, 2023 Page 3
 FirstName LastName
Guohua Huang
EPWK Holdings Ltd.
July 17, 2023
Page 3
            You may contact Aamira Chaudhry at (202) 551-3389 or Doug Jones at (202) 551-
3309 if you have questions regarding comments on the financial statements and related
matters.  Please contact Cara Wirth at (202) 551-7127 or Lilyanna Peyser at (202) 551-3222 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Fang Liu, Esq.

CORRESP
1
filename1.htm

June 29, 2023

Aamira Chaudhry

United States Securities and Exchange Commission

Division of Corporate Finance

100 F. Street, N.E.

Washington, D.C. 20549

 Re: EPWK Holdings Ltd.

Amendment No. 1 to Registration Statement on Form F-1 Filed
May 16, 2023

File No. 333-269657

Dear Ms. Chaudhry,

EPWK Holdings Ltd. (the “Company”)
submit this letter in response to comments from the staff (the “Staff”) of the Securities and Exchange Commission (the
“Commission”) contained in its letter dated June 14, 2023, relating to the above referenced Registration Statement
on Form S-1 (“Registration Statement”). The Company is concurrently submitting an amendment to the Registration Statement
(the “Amendment No. 2”).

For the Staff’s convenience, the Staff’s
comments have been stated below in their entirety in bold, followed by the corresponding responses from the Company. Except for any page
references appearing in the headings or the Staff’s comments (which are references to the Registration Statement), all page
references herein correspond to the page of the Amendment No. 2. Capitalized terms used but not defined in this letter have the meanings
ascribed to such terms in the Amendment No. 2.

Amendment No. 1 to Registration Statement on Form F-1 Filed May 16,
2023

Prospectus Summary, page 1

1. Please revise the Our Business section of the Prospectus Summary and in the introductory paragraphs
to the Management's Discussion & Analysis (page 77) and Business Overview (page 105), to include your gross revenue and net losses
for at least the years ended June 30, 2022 and 2021 and for the six months ended December 31, 2022 and 2021 so that investors can more
easily understand your financial position.

Response: We note the Staff’s comment
and have added the requested disclosure on summary, pages 77 and 105 of the Amendment No. 2.

Trusted Platform for Buyers and Sellers, page 3

2. We note your amended disclosure in response to comment 6. With respect to your description of Exhibit
10.11, please include a description of the Wukong Service and include the related fees/pricing. With respect to Exhibit 10.12, please
include a description of the payment terms and methods set forth in Article 5.

Response: We note the Staff’s comment
and have added the requested disclosure on page 3 of the Amendment No. 2.

Risk Factors, page 28

3. We note your disclosure that your revenues and costs increased due to high-quality technical services
since the year ended 2021. We also note that your cost of revenues increased by 49% primarily due to the cost of such high-quality technical
service. Please add a risk factor that discusses any material risks associated with such costs.

Response: We note the Staff’s comment
and have added the requested risk factor on page 30 of the Amendment No. 2.

Capitalization, page 70

4. It appears the changes in the number of shares mentioned in footnote "*" does not correlate
with the number of shares disclosed in the line description for each respective class of ordinary shares. Please revise as appropriate
or advise. Also, it appears the new shares issued were solely at par value. If true, please state this in the footnote. Also, the line
description for each respective class of common stock refers to "pro forma basis as adjusted," but this column description does
not exist. Please revise as appropriate.

Response: We note the Staff’s
comment and have revised the footnotes on page 70 of the Amendment No. 2.

Management's Discussion and Analysis of Financial Condition and Results
of Operations Key Components of Results of Operations

Net Revenues, page 81

5. On page 82, you state the majority of your revenue is derived from online promotion revenue. However,
this statement does not appear to be true for the latest interim period presented. Please revise as appropriate.

Response: We note the Staff’s comment
and have added the requested disclosure on page 82 of the Amendment No. 2.

Results of Operations

Research and development expenses, page 84

6. Please clarify for us the nature of "Entrusted development cost."

Response: We note the Staff’s comment and provide that
we planned to upgrade certain platform functions to meet evolving business need. In order to speed up the upgrade and improve efficiency,
we used third party professional institutions to assist us to upgrade some platform functions and thus incurred entrusted development
cost.

Six-month ended December 31, 2022 Compared to six-month ended December
31, 2021 Operating expenses, page 91

7. Please discuss more fully the reasons for the decreases in G&A expense and research and development
expense, particularly in entrusted development cost.

Response: We note the Staff’s comment
and have added the requested disclosure on page 91 of the Amendment No. 2.

Related Party Transactions, page 141

8. We refer to comment 44 in our letter dated September 9, 2022 and we reissue it. Please revise this disclosure
to reflect information that is up to the date of the prospectus. Refer to Item 4.a. of Form F-1 and Item 7.B. of Form 20-F.

Response: We note the Staff’s comment, and have updated the
disclosure to reflect information as of June 30, 2022 and December 31, 2022 on page 141 of the Amendment No. 2.

Notes to Financial Statements Note 14. Equity, page F-27

9. You state as of December 31, 2022 and June 30, 2022 the ordinary shares of the Company consist of only
Class A shares. However, from the balance sheet and statement of changes in shareholders' equity at December 31, 2022 it appears ordinary
shares consist of both Class A and B. Please revise as appropriate.

Response: We note the Staff’s comment
and have revised the requested disclosure on page F-27 of the Amendment No. 2.

Notes to Financial Statements

Summary of Significant Accounting Policies

(y) Recent accounting pronouncements, page F-55

10. You state on pages F-56 and F-22 you are in the process of evaluating the effect of the adoption of
ASU 2016-02. However, on both pages you also state you adopted this ASU on January 1, 2022. Also, it appears from the line for "Right-of-use
assets" on the balance sheets presented and disclosures in Note 15 of both the interim and annual periods' notes to financial statements
you have adopted the ASU. Please revise to state the effect of the adoption or advise.

Response:  We note the Staff’s comment,
and in response hereto, respectfully advise that the Company has revised the narrative in Note 2(y) in the Registration Statement.

Exhibit Index, page II-4

11. We note your revised fee table in response to comment 8. As requested, please supplementally confirm
that the shares constituting the over-allotment option have been included.

Response: We note the Staff’s comment and confirm that
the shares constituting the over-allotment option have been included.

12. We note your revisions in response to comment 11 that the warrants will be validly issued, fully paid
and non-assessable. While such language is appropriate for the opinion with respect to the shares underlying the warrants, with respect
to warrants counsel must opine that they are binding obligations of the issuer; please revise. Further, the opinion regarding the warrants
must be rendered under the law of the jurisdiction governing the warrants which, in this case, is New York, however Exhibit 5.1 is limited
to the laws of the Cayman Islands; please revise. Refer to Staff Legal Bulletin No. 19 for additional information.

Response: We note the Staff’s comment and have filed
the revised Exhibit 5.1.

You may contact Aamira Chaudhry at 202-551-3389 or
Doug Jones at 202-551-3309 if you have questions regarding comments on the financial statements and related matters. Please contact Cara
Wirth at 202-551-7127 or Lilyanna Peyser at 202-551-3222 with any other questions.

    Sincerely,

    Division of Corporation Finance

    Office of Trade & Services

cc:	       Fang Liu, Esq.

United States securities and exchange commission logo
June 14, 2023
Guohua Huang
Chief Executive Officer
EPWK Holdings Ltd.
Building #2, District A, No. 359 Chengyi Rd.
The third phase of Xiamen Software Park
Xiamen City, Fujian Province
The People’s Republic of China, 361021
Re:EPWK Holdings Ltd.
Amendment No. 1 to Registration Statement on Form F-1
Filed May 16, 2023
File No. 333-269657
Dear Guohua Huang:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply 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 these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our March 1, 2023 letter.
Amendment No. 1 to Registration Statement on Form F-1 Filed May 16, 2023
Prospectus Summary, page 1
1.Please revise the Our Business section of the Prospectus Summary and in the introductory
paragraphs to the Management's Discussion & Analysis (page 77) and Business Overview
(page 105), to include your gross revenue and net losses for at least the years ended June
30, 2022 and 2021 and for the six months ended December 31, 2022 and 2021 so that
investors can more easily understand your financial position.

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June 14, 2023
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Trusted Platform for Buyers and Sellers, page 3
2.We note your amended disclosure in response to comment 6.  With respect to your
description of Exhibit 10.11, please include a description of the Wukong Service and
include the related fees/pricing. With respect to Exhibit 10.12, please include a description
of the payment terms and methods set forth in Article 5.
Risk Factors, page 28
3.We note your disclosure that your revenues and costs increased due to high-quality
technical services since the year ended 2021. We also note that your cost of revenues
increased by 49% primarily due to the cost of such high-quality technical service. Please
add a risk factor that discusses any material risks associated with such costs.
Capitalization, page 70
4.It appears the changes in the number of shares mentioned in footnote "*" does not
correlate with the number of shares disclosed in the line description for each respective
class of ordinary shares.  Please revise as appropriate or advise.  Also, it appears the new
shares issued were solely at par value.  If true, please state this in the footnote.  Also, the
line description for each respective class of common stock refers to "pro forma basis as
adjusted," but this column description does not exist.  Please revise as appropriate.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Key Components of Results of Operations
Net Revenues, page 81
5.On page 82, you state the majority of your revenue is derived from online promotion
revenue.  However, this statement does not appear to be true for the latest interim period
presented.  Please revise as appropriate.
Results of Operations
Research and development expenses, page 84
6.Please clarify for us the nature of "Entrusted development cost."
Six-month ended December 31, 2022 Compared to six-month ended December 31, 2021
Operating expenses, page 91
7.Please discuss more fully the reasons for the decreases in G&A expense and research and
development expense, particularly in entrusted development cost.

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June 14, 2023
Page 3
Related Party Transactions, page 141
8.We refer to comment 44 in our letter dated September 9, 2022 and we reissue it.  Please
revise this disclosure to reflect information that is up to the date of the prospectus.  Refer
to Item 4.a. of Form F-1 and Item 7.B. of Form 20-F.
Notes to Financial Statements
Note 14. Equity, page F-27
9.You state as of December 31, 2022 and June 30, 2022 the ordinary shares of the Company
consist of only Class A shares.  However, from the balance sheet and statement of changes
in shareholders' equity at December 31, 2022 it appears ordinary shares consist of both
Class A and B.  Please revise as appropriate.
Notes to Financial Statements
Summary of Significant Accounting Policies
(y) Recent accounting pronouncements, page F-55
10.You state on pages F-56 and F-22 you are in the process of evaluating the effect of the
adoption of ASU 2016-02.  However, on both pages you also state you adopted this ASU
on January 1, 2022.  Also, it appears from the line for "Right-of-use assets" on the balance
sheets presented and disclosures in Note 15 of both the interim and annual periods' notes
to financial statements you have adopted the ASU.  Please revise to state the effect of the
adoption or advise.
Exhibit Index, page II-4
11.We note your revised fee table in response to comment 8.  As requested, please
supplementally confirm that the shares constituting the over-allotment option have been
included.
Exhibit 5.1
12.We note your revisions in response to comment 11 that the warrants will be validly issued,
fully paid and non-assessable.  While such language is appropriate for the opinion with
respect to the shares underlying the warrants, with respect to warrants counsel must opine
that they are binding obligations of the issuer; please revise.  Further, the opinion
regarding the warrants must be rendered under the law of the jurisdiction governing
the warrants which, in this case, is New York, however Exhibit 5.1 is limited to the laws
of the Cayman Islands; please revise.  Refer to Staff Legal Bulletin No. 19 for additional
information.

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Guohua Huang
EPWK Holdings Ltd.
June 14, 2023
Page 4
            You may contact Aamira Chaudhry at 202-551-3389 or Doug Jones at 202-551-3309 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Cara Wirth at 202-551-7127 or Lilyanna Peyser at 202-551-3222 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Fang Liu, Esq.

CORRESP
1
filename1.htm

May 16, 2023

VIA
EDGAR

Cara
Wirth, Esq.

United
States Securities and Exchange Commission

Division
of Corporate Finance

100
F. Street, N.E.

Washington,
D.C. 20549

Re:
EPWK Holdings Ltd.

Registration
Statement on Form F-1

Filed
February 9, 2023

Filed
No. 333-269657

Dear
Ms. Wirth

EPWK Holdings Ltd. (the “Company”) submit this
letter in response to comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
contained in its letter dated March 1, 2023, relating to the above referenced Registration Statement on Form F-1 (“Registration
Statement”). The Company is concurrently submitting the Amendment No.1 to Registration Statement on Form F-1 (“the “Amendment
No.1”).

For
the Staff’s convenience, the Staff’s comments have been stated below in their entirety in bold, followed by the corresponding
responses from the Company. Except for any page references appearing in the headings or the Staff’s comments (which are references
to the Registration Statement), all page references herein correspond to the page of the Amendment No.1. Capitalized terms used but not
defined in this letter have the meanings ascribed to such terms in the Registration Statement.

Form
F-1 Filed February 9, 2023

Capitalization,
page 70

 1. Please
explain to us and disclose what the new column "As Adjusted for the Subsequent Issuance of New Shares" represents. Explain
to us why the dollar amount of ordinary shares in this new column changed from the actual amount. Further, explain to us and disclose
how this new column is to differ from the "Pro Forma As Further Adjusted" and what the "further" adjustments in this
column are.

Response:
We note the Staff’s comment, and in response thereto, respectfully advise the Staff that the new column "As Adjusted for the
Subsequent Issuance of New Shares" represents the case that the Company issued 12,771,628 new shares (of which 3,555,948 shares
are Class B ordinary shares while the rest 9,215,680 shares are Class A ordinary shares) to the existing shareholders after the balance
sheet date but before the public offering. The Company has received the subscription prices with par value of $0.0001, which increases
the dollar amount of ordinary shares by $1,277 to $1916. The column "Pro Forma As Further Adjusted" represents the scenario
that the Company’s public offering takes place. The “further” adjustment will be taken in account the estimated proceeds
from IPO. Since the Company has not yet determined the price and number of the share to be issued, this column is left blank.

 2. As
requested in comment 24 of our September 9, 2022 comment letter, please revise this section to reflect your Class B Ordinary Shares.

Response:
We note the Staff’s comment, and in response thereto, respectfully advise the Staff that this section has been revised to reflect
Class B Ordinary Shares.

Taxation,
page 163

 3. You
state that this section is the opinion of Messina Madrid Law PA with respect to United States tax law, however the exhibit index does
not contain a tax opinion from Messina Madrid Law PA; please advise and revise. Please revise this section to state that the disclosure
with respect to Cayman Islands tax law is the opinion of Ogier.

Response:
We note the Staff’s comment, and in response hereto, respectfully advise the Staff that the Taxation section has been revised
accordingly.

Index
to Financial Statements, page F-1

 4. Please
explain to us and disclose as appropriate the reason for changes in the reported dollar amounts for ordinary shares and additional paid
capital on the balance sheets and the statements of changes in shareholders' equity from your last filing on December 9, 2022.

Response: We note the Staff’s comment,
and in response thereto, respectfully advise the Staff that the Company had mistakenly calculated the dollar amounts for ordinary share,
multiplying par value $0.001, which should have been $0.0001, by the outstanding share number 6,385,814. Thus, the dollar amount for ordinary
share should have been $639 rather than $6,386 while the APIC should have been $11,148,843 instead of $11,143,096. This had resulted in
a $5,748 discrepancy in the dollar amount for both ordinary shares and APIC without affecting the sum of them. The error was immaterial,
so the Company straightforwardly corrected it by adjusting the balance sheet and the statements of changes in shareholders’ equity
in the first public filing.

 General

 5. Please
file a consent for each director nominee. Refer to Securities Act Rule 438.

Response:
We note the Staff’s comment, and in response hereto, respectfully advise the Staff that each director nominee has filed a consent
with the Commission.

 6. We
note that you filed Exhibits 10.6-10.12 in response to comments 10 and 37 of our September 9, 2022 comment letter. Please also briefly
describe the material terms and conditions of these agreements.

Response:
We note the Staff’s comment, and in response hereto, respectfully advise that the material terms of Exhibits 10.6-10.12 have been
included in the Amendment No.1.

 7. We
note Section 33 of the Amended and Restated Memorandum and Articles of Association. Please revise your registration statement to clearly
and prominently describe the provision, including the relevant forum for litigation and any subject matter jurisdiction carve out, as
well as describe any risks or other impacts on investors, including increased costs to bring a claim and that these provisions can discourage
claims or limit investors' ability to bring a claim in a judicial forum that they find favorable. In addition, address any uncertainty
about the enforceability of this provision; in this regard we note that Section 22 of the Securities Act creates concurrent jurisdiction
for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations
thereunder.

Response:
We note the Staff’s comment, and in response hereto, respectfully advise that the Company is in the process of removing Section
33 from its Amended and Restated Memorandum and Articles of Association following relevant Cayman Islands procedure, and the removal
of Section 33 will be reflected in the Second Amended and Restated Memorandum and Articles of Association to be filed with the Commission.

 8. Please
revise the filing fees table to include the warrants to be issued in this offering, and supplementally confirm that the shares constituting
the over-allotment option have been included in the filing fees table.

Response: We note the Staff’s comment,
and in response hereto, respectfully advise the Staff that the filling fee table has been updated.

 9. Please
revise Section 6 of Exhibit 5.1 to refer to all of the sections of the registration statement in which counsel is named.

Response:
We note the Staff’s comment, and in response hereto, respectfully advise that Exhibit 5.1 has been revised accordingly.

 10. Please
revise Exhibit 8.1 to clarify that the assumption in Section A(2)(7) does not apply to the PRC or PRC Entities. Revise Section D(7) as
it appears to conflict with Section A(1).

Response:
We note the Staff’s comment, and in response hereto, respectfully advise the Staff that Exhibit 8.1 does not have Sections A1,
A(2)(7) or (D)(7). We are of the view that this comment applies to Exhibit 8.2, which has been revised by the Company’s PRC legal
counsel, Dentons Law Offices, LLP (Fuzhou) and filed with the Commission.

 11. Please
file an opinion on the legality of the warrants being offered. Refer to Section II.B.1.f of Staff Legal Bulletin No. 19.

Response:
We note the Staff’s comment, and in response hereto, respectfully advise that the requested opinion has been included in Exhibit
5.1.

We
thank the Staff for its review of the foregoing. If you have any questions regarding this matter, please do not hesitate to contact Fang
Liu at VCL Law LLP at fliu@vcllegal.com or by telephone at (703) 919-7285.

    Very truly yours,

    /s/ Guohua
    Huang

    Guohua Huang

    Chief Executive Officer

    cc:
    Fang Liu, Esq., VCL Law LLP

United States securities and exchange commission logo
March 1, 2023
Guohua Huang
Chief Executive Officer
EPWK Holdings Ltd.
Building #2, District A, No. 359 Chengyi Rd.
The third phase of Xiamen Software Park
Xiamen City, Fujian Province
The People’s Republic of China, 361021
Re:EPWK Holdings Ltd.
Registration Statement on Form F-1
Filed February 9, 2023
File No. 333-269657
Dear Guohua Huang:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply 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 these comments, we may have additional comments.
Form F-1 Filed February 9, 2023
Capitalization, page 70
1.Please explain to us and disclose what the new column "As Adjusted for the Subsequent
Issuance of New Shares" represents.  Explain to us why the dollar amount of ordinary
shares in this new column changed from the actual amount.  Further, explain to us and
disclose how this new column is to differ from the "Pro Forma As Further Adjusted" and
what the "further" adjustments in this column are.
2.As requested in comment 24 of our September 9, 2022 comment letter, please revise this
section to reflect your Class B Ordinary Shares.

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 March 1, 2023 Page 2
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Page 2
Taxation, page 163
3.You state that this section is the opinion of Messina Madrid Law PA with respect to
United States tax law, however the exhibit index does not contain a tax opinion from
Messina Madrid Law PA; please advise and revise.  Please revise this section to state that
the disclosure with respect to Cayman Islands tax law is the opinion of Ogier.
Index to Financial Statements, page F-1
4.Please explain to us and disclose as appropriate the reason for changes in the reported
dollar amounts for ordinary shares and additional paid capital on the balance sheets and
the statements of changes in shareholders' equity from your last filing on December 9,
2022.
General
5.Please file a consent for each director nominee. Refer to Securities Act Rule 438.
6.We note that you filed Exhibits 10.6-10.12 in response to comments 10 and 37 of our
September 9, 2022 comment letter.  Please also briefly describe the material terms and
conditions of these agreements.
7.We note Section 33 of the Amended and Restated Memorandum and Articles of
Association.  Please revise your registration statement to clearly and prominently describe
the provision, including the relevant forum for litigation and any subject matter
jurisdiction carve out, as well as describe any risks or other impacts on investors,
including increased costs to bring a claim and that these provisions can discourage claims
or limit investors' ability to bring a claim in a judicial forum that they find favorable.  In
addition, address any uncertainty about the enforceability of this provision; in this regard
we note that Section 22 of the Securities Act creates concurrent jurisdiction for federal
and state courts over all suits brought to enforce any duty or liability created by the
Securities Act or the rules and regulations thereunder.
8.Please revise the filing fees table to include the warrants to be issued in this offering, and
supplementally confirm that the shares constituting the over-allotment option have been
included in the filing fees table.
9.Please revise Section 6 of Exhibit 5.1 to refer to all of the sections of the registration
statement in which counsel is named.
10.Please revise Exhibit 8.1 to clarify that the assumption in Section A(2)(7) does not apply
to the PRC or PRC Entities.  Revise Section D(7) as it appears to conflict with Section
A(1).
11.Please file an opinion on the legality of the warrants being offered.  Refer to Section
II.B.1.f of Staff Legal Bulletin No. 19.
            We remind you that the company and its management are responsible for the accuracy

 FirstName LastNameGuohua Huang
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 March 1, 2023 Page 3
 FirstName LastName
Guohua Huang
EPWK Holdings Ltd.
March 1, 2023
Page 3
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.
            You may contact Aamira Chaudhry at 202-551-3389 or Doug Jones at 202-551-3309 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Cara Wirth at 202-551-7127 or Lilyanna Peyser at 202-551-3222 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Fang Liu, Esq.

United States securities and exchange commission logo
November 30, 2022
Guohua Huang
Chief Executive Officer
EPWK Holdings Ltd.
Building #2, District A, No. 359 Chengyi Rd.
The third phase of Xiamen Software Park
Xiamen City, Fujian Province
The People’s Republic of China, 361021
Re:EPWK Holdings Ltd.
Amendment No. 2 to Draft Registration Statement on Form F-1
Submitted November 14, 2022
CIK No. 0001900720
Dear Guohua Huang:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            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 our comments apply 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 these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 2 to Draft Registration Statement on Form F-1 Submitted November 14, 2022
Permission Required from the PRC Authorities to Operate the VIE or Offer Our Class A
Ordinary Shares to Foreign Investors, page 10
1.We note your amended disclosure in response to comment 7 and reissue it in part.  You
state that "we are currently not required to obtain permission from any of the PRC
authorities to issue our Class A Ordinary Shares to foreign investors" and that "except for
the general permissions and approvals required for PRC companies to operate their
businesses, we are not required to obtain additional permissions or approvals from the
PRC authorities, including CSRC or CAC, to operate the VIE through contractual

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Guohua Huang
EPWK Holdings Ltd.
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Page 2
arrangements."  Please revise to disclose the nature of the "general permissions approvals
required for PRC companies to operate their businesses."  Also disclose each permission
or approval that your subsidiaries and the VIE are required to obtain from Chinese
authorities to operate their business and offer the securities being registered to foreign
investors.  State whether your subsidiaries are covered by permissions requirements from
the CSRC or the CAC, or any other governmental agency that is required to approve your,
your subsidiaries' or the VIE’s operations.  State affirmatively whether you, your
subsidiaries and the VIE have received all requisite permissions or approvals and whether
any permissions or approvals have been denied.
Selected Condensed Consolidating Financial Statements of the Parent, Subsidiaries, VIE and its
Subsidiaries
Selected Condensed Consolidating Statement of Operations, page 23
2.We note you present here two statements of operations for the year ended June 30, 2022.
It appears only one is needed.  Please revise as appropriate or advise.
Management's Discussion and Analysis of Financial Condition and Results of Operations.
Gross Profit, page 82
3.The table you refer to in this section is missing.  Please revise accordingly.
Consolidated Balance Sheets, page F-3
4.We note the significant decrease in both "Right-of-use assets" and the related "Lease
payable-non-current" amounts year over year.  Please explain to us and disclose as
appropriate the reason for the decrease.
Notes to Financial Statements
Note 2. Summary of Significant Accounting Policies
(o) Cost of revenue, page F-18
5.Refer to your response to comment 16.  It appears to contain information meaningful to
investors in discerning how platform costs contribute to your cost of revenue rather than
research and development expenses.  Please consider including it in this note.

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 FirstName LastName
Guohua Huang
EPWK Holdings Ltd.
November 30, 2022
Page 3
            You may contact Aamira Chaudhry at (202) 551-3389 or Doug Jones at (202) 551-
3309 if you have questions regarding comments on the financial statements and related
matters.  Please contact Cara Wirth at (202) 551-7127 or Lilyanna Peyser at (202) 551-3222 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Fang Liu, Esq.

United States securities and exchange commission logo
October 27, 2022
Guohua Huang
Chief Executive Officer
EPWK Holdings Ltd.
Building #2, District A, No. 359 Chengyi Rd.
The third phase of Xiamen Software Park
Xiamen City, Fujian Province
The People’s Republic of China, 361021
Re:EPWK Holdings Ltd.
Amendment No. 1 to Draft Registration Statement on Form F-1
Submitted September 30, 2022
CIK No. 0001900720
Dear Guohua Huang:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            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 our comments apply 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 these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 1 to Draft Registration Statement Submitted September 30, 2022
Cover Page
1.We note your amended disclosure in response to comment 1.  Please revise to state that
your structure involves unique risks to investors.
2.We note your amended disclosure in response to comment 2.  In the paragraph that
discusses the legal and operational risks, please revise to acknowledge that the legal and
operational risks extend to your operating subsidiaries in China and also revise to disclose
that such risks could result in a material change in your operations and/or the value of the

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Page 2
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.
3.We note your amended disclosure in response to comments 3 and 12, but still note
multiple references to "our VIE."  For example, we note your statement that "[t]he
following financial information of our VIE and its subsidiaries was included in the
consolidated financial statements."  Please make the appropriate revisions throughout your
registration statement.
4.We note your disclosure that "EPWK has not declared or paid dividends in the past, nor
were any dividends or distributions made by a subsidiary to the Cayman Islands holding
company."  Please expand this disclosure to include transfers, as opposed to only
dividends and distributions.  Also revise to state whether any transfers, dividends or
distributions have been made between the holding company and the VIE or investors, as
well as between the subsidiaries and the VIE or investors.
Prospectus Summary
The VIE Structure, page 6
5.We note your amended disclosure in response to comment 12, but note that you still
include disclosure that you are the primary beneficiary of the VIE.  For example, we note
your disclosure on the cover page that "[a]s a result of our indirect ownership in the
WFOE and the VIE Agreements, we are regarded as the primary beneficiary of the VIE."
Please revise here and throughout your registration statement to clarify that you are the
primary beneficiary of the VIE for accounting purposes and to limit any references to
control or benefits that accrue to you because of the VIE to a clear description of the
conditions you have satisfied for consolidation of the VIE under U.S. GAAP.
Permission Required from the PRC Authorities [for] to Operate the VIE or Offer Our Class A
Ordinary Shares to Foreign Investors, page 10
6.We note your amended disclosure in response to comment 14.  Please provide additional
detail on the reason(s) why the CAC informed you that you are not required to conduct a
cybersecurity review for this offering in light of the fact that you have over 23 million
registered users.
7.We note your response to comment 14 and re-issue parts of the comment.  Disclose each
permission or approval that your subsidiaries are required to obtain from Chinese
authorities to operate thier business and offer the securities being registered to foreign
investors.  State whether your subsidiaries are covered by permissions requirements from
the CSRC or the CAC, or any other governmental agency that is required to approve the
VIE’s operations.  State affirmatively whether you have received all requisite permissions
or approvals and whether any permissions or approvals have been denied.  Revise page 17
to remove the materiality qualifier when describing "material licenses and approvals."  We

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Page 3
note your statements that you were "advised by" counsel with respect to various matters;
please revise to clarify that you received an opinion from counsel regarding such matters.
Financial Significance of The VIE, page 11
8.You continue to disclose in the last sentence on page 11 that the information in the tables
on pages 12 through 14 is that of your VIE and its subsidiaries included in the
consolidated financial statements.  However, from your response to comment 15 and
information elsewhere in the filing it appears the information on those pages for all items
within shareholders' deficit, the weighted average number of shares outstanding and the
per share amounts are those of the parent company.  If this is true, please clarify for us and
in the filing.  If this is not true, explain to us what the amounts for those items represent
and why they are meaningful to investors.
Selected Condensed Consolidating Financial Statements of the Parent, Subsidiaries, VIE and its
Subsidiaries
Selected Condensed Consolidating Balance Sheets, page 25
9.We note you have presented here two condensed consolidating balance sheets as of June
30, 2021.  It appears one is needed as of June 30, 2021.  Please revise as appropriate or
advise.
Selected Condensed Consolidating Statements of Cash Flows, page 28
10.Please put brackets around the "net cash used in investing activities" amounts in each of
the tables for the six months ended December 31, 2021 and 2020 for consistency with
your presentation here of other amounts indicated as cash outflows.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations, page 89
11.Certain amounts are bracketed within this section (e.g., [44.18]% and [19.01]% on page
90).  Please explain their purpose.
Six Months Ended December 31, 2021 Compared to Six Months ended December 31, 2020
Cost of revenues, gross profit and gross profit margin, page 90
12.The first paragraph under this heading repeats the paragraph within the preceding "Net
revenues" section, and does not analyze the cost of revenues variance.  Please revise
accordingly.
Liquidity and Capital Resources
Operating activities , page 94
13.In first sentence in the six months ended December 31, 2021, you state net cash was
provided, yet you show US$-3.5 million.  The net cash provided for the years ended June

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Guohua Huang
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October 27, 2022
Page 4
30, 2021 and 2020 does not appear to agree with the amounts presented in the table on
page 93.  It appears there are similar items to the preceding in the investing and financing
activities sections.  Please revise your disclosures as appropriate.
Data Security and Privacy, page 127
14.We note your amended disclosure in response to comment 40.  Please revise to include a
cross-reference to your other discussions in the prospectus regarding the PRC regulatory
requirements regarding cybersecurity or expand your disclosure here to discuss the
potential impact of the CAC and CSAC on your data security and privacy.
Index to Financial Statements, page F-1
15.Given your present organizational circumstances, it appears your financial statements here
and associated tabular financial statements information presented elsewhere should be
described as on a "combined," or as appropriate, "combining," basis for all periods
presented.  Please revise or advise.
Annual Financial Statements
Notes to Consolidated Financial Statements
Note 2. Summary of Significant Accounting Policies
(o) Cost of revenue, page F-51
16.We note your response to comment 50.  It is not clear from your response whether or not
you include any costs related to operating and maintaining your platforms within cost of
revenues.  Please advise, and provide the reasoning for your treatment.
Note 14. Operating Leases, page F-61
17.We note your response to comment 53.  It is not clear from your response your
consideration regarding disclosure of subleases pursuant to ASC 842-20-50-3.  Please
advise.
General
18.We note your response to comment 5.  Please include the requested disclosure from the
first bullet in the summary risk factors.  In addition, we note your disclosure on the cover
page that "there is no limitation imposed by laws of Cayman Islands and Hong Kong SAR
on EPWK’s abilities to transfer cash between itself and its subsidiaries outside of China,"
however on page 62 you describe limitations on the ability of a Cayman Islands company
to pay dividends and do not address applicable Hong Kong regulations at all; please revise
for consistency and accuracy.

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Guohua Huang
EPWK Holdings Ltd.
October 27, 2022
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            You may contact Aamira Chaudhry at (202) 551-3389 or Doug Jones at (202) 551-
3309 if you have questions regarding comments on the financial statements and related
matters.  Please contact Cara Wirth at (202) 551-7127 or Lilyanna Peyser at (202) 551-3222 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Fang Liu, Esq.

United States securities and exchange commission logo
September 9, 2022
Guohua Huang
Chief Executive Officer
EPWK Holdings Ltd.
Building #2, District A, No. 359 Chengyi Rd.
The third phase of Xiamen Software Park
Xiamen City, Fujian Province
The People’s Republic of China, 361021
Re:EPWK Holdings Ltd.
Draft Registration Statement on Form F-1
Submitted August 12, 2022
CIK No. 0001900720
Dear Mr. Huang:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            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 our comments apply 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 these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form F-1 Submitted August 12, 2022
Cover Page
1.Please revise your cover page to clearly disclose that you are not a Chinese operating
company, but a Cayman Islands holding company with operations conducted by your
subsidiaries and through contractual arrangements with a variable interest entity (VIE)
based in China and that this structure involves unique risks to investors. Explain whether
the VIE structure is used to provide investors with exposure to foreign investment in
China-based companies where Chinese law prohibits direct foreign investment in the
operating companies, and disclose that investors may never hold equity interests in the

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Chinese operating company.
2.We note your disclosure on the cover page regarding the legal and operational risks
associated with the VIE's operations in China.  Please expand this discussion to
acknowledge that all of your operations in China are subject to such legal and operational
risks, and to discuss the legal and operational risks associated with your operations in
Hong Kong.  Your disclosure should make clear whether these risks could result in a
material change in your operations and/or the value of the securities you are registering
for sale or could significantly limit or completely hinder your ability to offer or continue
to offer securities to investors and cause the value of such securities to significantly
decline or be worthless.
3.Refrain from using terms such as “we” or “our” when describing activities or functions of
a VIE, as you currently do throughout your prospectus.  For example, disclose, if true, that
your subsidiaries and/or the VIE conduct operations in China, that the VIE is consolidated
for accounting purposes but is not an entity in which you own equity, and that the holding
company does not conduct operations. Disclose clearly the entity (including the domicile)
in which investors are purchasing an interest.
4.Please revise to disclose your intentions to settle amounts owed under the VIE
agreements. Provide cross-references to the condensed consolidating schedule and the
consolidated financial statements.
5.With respect to cash transfers, please revise your disclosure to including the following:

•Please amend your disclosure here and in the summary risk factors and risk factors
sections to state that, to the extent cash in the business is in the PRC/Hong Kong or a
PRC/Hong Kong entity, the funds may not be available to fund operations or for
other use outside of the PRC/Hong Kong due to interventions in or the imposition of
restrictions and limitations on the ability of you, your subsidiaries, or the
consolidated VIEs by the PRC government to transfer cash.  On the cover page,
provide cross-references to these other discussions.

•Discuss whether there are limitations on your ability to transfer cash between you,
your subsidiaries, the consolidated VIEs or investors.  Provide a cross-reference to
your discussion of this issue in your summary, summary risk factors, and risk factors
sections, as well.

•To the extent you have cash management policies that dictate how funds are
transferred between you, your subsidiaries, the consolidated VIEs or investors,
summarize the policies on your cover page and in the prospectus summary, and
disclose the source of such policies (e.g., whether they are contractual in nature,
pursuant to regulations, etc.); alternatively, state on the cover page and in the
prospectus summary that you have no such cash management policies that dictate
how funds are transferred.  Provide a cross-reference on the cover page to the

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discussion of this issue in the prospectus summary.
Prospectus Summary, page 1
6.We note your statement that you operate "the second largest online marketplace in terms
of revenue according to the F&S report to enable businesses (buyers) and service
providers (sellers) to find each other."  Please revise to disclose here, as you do on page
105, that there are three other competitors in this space and disclose your revenue and the
revenue of the largest online marketplace.  Additionally, we note your statement on page 3
that you are "one of the only two comprehensive crowdsourcing platform is China."
Please disclose which of your three competitors also operates a comprehensive
crowdsourcing platform in China.
7.Please revise to clearly define what "gross merchandise volume" represents and to state
that gross merchandise volume is not your revenue and it is not included in your statement
of operations.  Also, we note your table on page 1 that presents "Gross Merchandise
Value."  Clarify for us and in your filing what this represents.  If it is the same as "Gross
Merchandise Volume," use one term or the other.
8.Please revise to define important key terms such as:

•registered users;

•active registered users;

•paid members; and

•daily inquiries.
9.We note your statement on page 3 and 108 that "[o]ur skilled team uses a combination of
the latest technology, data science, and product features to make our platform a trusted
online marketplace to get work done."  Please revise to elaborate on the latest technology,
data science, and product features used and explain how that in turn makes you a trusted
online marketplace.
10.We note the agreements that sellers and buyers are required to enter into, including the
EPWK Platform Service Agreement, the Registration Agreement, the Task Submission
and Publication Agreement, the Online Store Agreement, and the Security Agreement for
sellers and the User Agreement, the Payment Agreement, and the Account Registration
Agreement for buyers and sellers.  Please revise to provide a short summary of the
material terms of each agreement, and tell us what consideration you have given to filing
them as exhibits per Item 601(b) of Regulation S-K.
Our VIE Structure, page 6
11.Please revise to clearly identify the entity in which investors are purchasing their interest
and the entity(ies) in which your operations are conducted.  Also revise your statement

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that "the economic interest in and the power over the EPWK VIE are based on contractual
agreements and are not equivalent to equity ownership" to explain how this type of
corporate structure may affect investors and the value of their investment, including how
and why the contractual arrangements may be less effective than direct ownership and that
the company may incur substantial costs to enforce the terms of the arrangements.
Finally, revise to clarify the challenges you may face in enforcing the contractual
agreements relating to the VIE due to legal uncertainties and jurisdictional limits.
12.Here and throughout the prospectus, please refrain from implying that the contractual
agreements related to the VIE structure are equivalent to equity ownership in the business
of the VIE; revise to limit any references to control or benefits that accrue to you because
of the VIE to a clear description of the conditions you have satisfied for consolidation of
the VIE under U.S. GAAP; clarify that you are the primary beneficiary of the VIE for
accounting purposes; disclose, if true, that the VIE agreements have not been tested in a
court of law; and revise to eliminate references to "our VIE" and similar statements.
13.In the second paragraph under this heading, please revise to state clearly that for the six
month period ended December 30, 2021 and the year ended June 30, 2020 you had a net
loss.
Permission Required from the PRC Authorities for The VIE's Operation, page 10
14.We note your statement that you, your subsidiaries and the VIE are not required to obtain
permission or approval from the PRC authorities including CSRC or CAC for the VIE's
operation.  Please revise to clarify whether you, your subsidiaries or the VIE are required
to obtain permissions or approvals, including from the CSRC or CAC, to operate your
business and to offer securities being registered to foreign investors.  Please also describe
the consequences to you and your investors if you, your subsidiaries, or the VIE: (i) do not
receive or maintain such permissions or approvals, (ii) inadvertently conclude that such
permissions or approvals are not required, or (iii) applicable laws, regulations, or
interpretations change and you are required to obtain such permissions or approvals in the
future. Additionally:

•If you relied on the opinion of counsel in determining whether you, your subsidiaries,
or the VIE are required to obtain permission or approval from the PRC authorities
including the CSRC or CAC, counsel should be named and a consent of counsel filed
as an exhibit.

•If you did not rely on the opinion of counsel, please state as much and explain why
such an opinion was not obtained. Also, discuss how you came to the conclusion that
permissions and approvals are or are not required, why that is the case, and the basis
on which you made such determinations.

•Reconcile your disclosure on page 10 that no permissions or approvals are required
with your disclosure on page 17.

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•Expand your disclosure regarding permissions and approvals to include requirements
under Hong Kong law, as applicable. Refer also to comment 55 below.
Financial Significance of VIEs, page 11
15.You state on page 11 the financial information on pages 12 through 15 is of your VIE and
its subsidiaries that was included in the consolidated financial statements.  We note the
filer and parent company "EPWK Holdings LTD." was not created until March 2022.
Please explain to us the relevance and continuing effect of presenting here the equity and
per share amounts of the VIE entity as those of the parent.  Also, explain to us your
consideration of presenting pro forma information in accordance with Rule 11 of
Regulation S-X to conform the equity and per share amounts of the VIE to those expected
for the parent upon completion of the offering.
Asset Transfer Between VIE and Other Consolidated Entities, page 16
16.We note your disclosure regarding the transfer of cash and assets on pages 16 and 17.
Please include cross-references to the condensed consolidating schedule and the
consolidated financial statements.  Additionally, please revise to include the disclosure
requested in comment 5 above.
Summary of Risk Factors, page 18
17.Please include a summary risk factor that discusses the risk that the Chinese government
may intervene or influence your operations at any time, or may exert more control over
offerings conducted overseas and/or foreign investment in China-based issuers, which
could result in a material change in your operations and/or the value of the securities you
are registering for sale.  Include a risk factor regarding the enforcement of laws, and that
rules and regulations in China can change quickly with little advance notice.
Acknowledge any risks that any actions by the Chinese government to exert more
oversight and control over offerings that are conducted overseas and/or foreign investment
in China-based issuers could significantly limit or completely hinder your ability to offer
or continue to offer securities to investors and cause the value of such securities to
significantly decline or be worthless.  Please include cross-references to the relevant
individual detailed risk factor.
Holding Foreign Companies Accountable Act, page 23
18.You state that you "believe our auditor is not subject to the determinations as to the
inability to inspect or investigate registered firms completely announced by the PCAOB
on December 16, 2021."  Please state definitively whether or not your auditor is subject to
the determinations announced by the PCAOB on December 16, 2021.  Make the same
statement on page 49.

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Selected Condensed Consolidating Financial Statements of Parent, Subsidiaries, VIE and its
Subsidiaries, page 25
19.We note your Selected Condensed Consolidating Statements of Operations.  Please revise
to include a separate column for the WFOE.  The objective of this disclosure is to allow
an investor to evaluate the nature of assets held by, and the operations of, entities apart
from the VIE, as well as the nature and amounts associated with intercompany
transactions.
Risk Factors
"Because we are an offshore holding company and our business was conducted through VIE
Agreements ... ", page 43
20.We note the last paragraph of this risk factor.  Please clearly acknowledge that if the PRC
government determines that the contractual arrangements constituting part of the VIE
structure do not comply with PRC regulations, or if these regulations change or are
interpreted differently in the future, the securities you are registering may decline in value
or become worthless if the determinations, changes, or interpretations result in your
inability to assert contractual control over the assets of your PRC subsidiaries or the VIE
that conducts all or substantially all of your operations.
"A recent joint statement by the SEC and the Public Company Accounting Oversight Board ... ",
page 48
21.We note your disclosure about the Holding Foreign Companies Accountable Act.  Please
expand your risk factors to disclose that the United States Senate has passed the
Accelerating Holding Foreign Companies Accountable Act, which, if enacted, would
decrease the number of “non-inspection years” from three years to two years, and thus,
would reduce the time before your securities may be prohibited from trading or delisted.
Update your disclosure to reflect that the Commission adopted rules to implement the
HFCAA and that, pursuant to the HFCAA, the PCAOB has issued its report notifying the
Commission of its determination that it is unable to inspect or investigate completely
accounting firms headquartered in mainland China or Hong Kong. Additionally, we note
your statement on page 49 that "[t]he Company’s auditor, Friedman LLP, is based in New
York, New York, and therefore is not affected by this mandate by the PCAOB."
However, it appears that your auditor is WWC Professional