SecProbe.io

CORRESP
 1
 filename1.htm

 March
27, 2026

 VIA
EDGAR

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 100
F Street, N.E.

 Washington,
D.C. 20549-1004

 Re:
 Fenbo Holdings Limited

 Registration Statement on Form F-1

 File No. 333-294618

 Ladies
and Gentlemen:

 As
the placement agent for the proposed offering of Fenbo Holdings Limited (the "Company"),
we hereby join the Company's request for acceleration of the above-referenced Registration Statement, requesting effectiveness
for 4:30 p.m., Eastern Time, on Tuesday, March 31, 2026, or as soon thereafter as is practicable.

 Pursuant
to Rule 460 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as
amended, we wish to advise you that, through March 27, 2026, we distributed to each dealer and sub-agent who is reasonably anticipated
to be invited to participate in the solicitation of offers of the securities, as many copies, as well as "E-red" copies of
the Preliminary Prospectus dated March 25, 2026, as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

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

 Very
 truly yours,

 Joseph
 Stone Capital, LLC

 By:
 /s/
 Damian Maggio

 Name:
 Damian
 Maggio

 Title:
 CEO

CORRESP
 1
 filename1.htm

 Fenbo
Holdings Limited

 March
27, 2026

 Via
EDGAR

 Division
of Corporation Finance

 U.S.
Securities and Exchange Commission

 100
F Street, NE

 Washington,
D.C., 20549

 Attention:
 Eranga
 Dias

 Re:
 Fenbo
 Holdings Limited

 Registration
 Statement on Form F-1

 Filed
 on May 26, 2026

 File
 No. 333-294618

 Dear
Mr. Dias:

 In
accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Fenbo Holdings Limited hereby
requests that the effectiveness of the above-referenced Registration Statement on Form F-1, be accelerated to and that the Registration
Statement become effective at 4:30 p.m., Eastern Time, on March 31, 2026, or as soon thereafter as practicable.

 Very
 truly yours,

 Fenbo
 Holdings Limited

 By:
 /s/
 Huang Hongwu

 Name:

 Huang
 Hongwu

 Title:
 Chief
 Executive Officer and Chairman of the Board of Directors

March 6, 2026
Huang Hongwu
Chief Executive Officer
Fenbo Holdings Ltd
Unit J, 19/F, World Tech Centre
95 How Ming Street
Kwun Tong
Kowloon, Hong Kong
Re:Fenbo Holdings Ltd
Draft Registration Statement on Form F-1
Submitted March 02, 2026
CIK No. 0001957001
Dear Huang Hongwu:
            This is to advise you that we do not intend to review your registration statement.
            We request that you publicly file your registration statement and non-public draft
submission on EDGAR at least two business days prior to the requested effective date and time.
Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you that the
company and its management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Eranga Dias at 202-551-8107 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

VIA
EDGAR

November
22, 2023

U.S.
Securities and Exchange Commission

Division of Corporation Finance

Office
of Manufacturing

100
F Street, NE

Washington, D.C., 20549

Attn: Alex King

    Re:
    Fenbo
                                            Holdings Limited Registration

     Statement
    on Form F-1, as amended

    File
    No. 333-274448

Ladies
and Gentlemen:

Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), EF Hutton, division of Benchmark
Investments, LLC, as the representative of the underwriters (the “Representative”), hereby join in the request of Fenbo Holdings
Limited (the “Registrant”), for the acceleration of the effective date of the Registrant’s Registration Statement
on Form F-1 (File No. 333-274448) (as amended, the “Registration Statement”), so that the Registration Statement may be declared
effective at 5:00 p.m., Eastern Time, on November 27, 2023, or as soon thereafter as practicable. The undersigned, as the Representative,
confirms that it is aware of its obligations under the Securities Act.

The
undersigned confirms that it has complied with and will continue to comply with, and it has been informed or will be informed by participating
dealers that they have complied with or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended,
in connection with the above-referenced issue.

    Very
truly yours,

    EF Hutton, division of Benchmark Investments, LLC

    By:
    /s/ Sam Fleischman

    Name:
    Sam
    Fleischman

    Title:
    Supervisory
    Principal

CORRESP
1
filename1.htm

Fenbo
Holdings Limited

Unit
J, 19/F., World Tech Centre

95
How Ming Street

Kwun
Tong

Kowloon,
Hong Kong

+(852)
2343 3328

Email:
– allanli@fenbo.com

November
22, 2023

VIA
EDGAR

Assistant
Director

Division
of Corporation Finance

Office of Manufacturing

U.S.
Securities and Exchange Commission

100 F Street, N.E.

Washington,
D.C. 20549

    Re:
    Fenbo
    Holdings Limited

    (SEC
    File No. 333-274448)

Dear
Sir or Madam:

On
behalf of Fenbo Holdings Limited (the “Registrant”), I hereby request that Amendment No. 6 to the Registrant’s
Registration Statement on Form F-1, filed with the Commission on November 21, 2023, become effective at 5:00 pm (Eastern Standard
Time) on Monday, November 27, 2023, or as soon thereafter as possible.

The
Registrant acknowledges that (i) should 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 filings; (ii) the action of the Commission or the staff,
acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility
for the adequacy and accuracy of the disclosure in the filing; and (iii) the Registrant may not assert this action as a defense in any
proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please
note that this letter will be filed with the Commission via EDGAR. In light of the time difference between Washington D.C. and Hong Kong,
if you have any questions or concerns, please contact Celia Velletri, Esq. at (303) 907- 4842.

    Sincerely,

    /s/
    Li Siu Lun Allan

    Li
    Siu Lun Allan

    Chief
    Executive Officer and Executive Director

    c:
    Henry
    F. Schlueter

    Celia
    Velletri

CORRESP
1
filename1.htm

SCHLUETER
& ASSOCIATES, P.C.

5655
SOUTH YOSEMITE STREET, SUITE 350

GREENWOOD
VILLAGE, CO 80111

TELEPHONE:
+1-303-292-3883

FACSIMILE:
+1-303-648-5663

Email:
hfs@schlueterintl.com

November
21, 2023

U.S.
Securities and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

Attn:
Heather Clark

    Re:
    Fenbo
    Holdings Limited

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

Filed
November 20, 2023

    File
    No. 333-274448

Dear
Ms. Clark:

We
represent Fenbo Holdings Limited (“Registrant” and “Company”) as U.S. counsel. We are submitting herewith Amendment
No. 6 to the Registration Statement on Form F-1 (the “Registration Statement”) which is being filed via EDGAR simultaneously
with this transmittal letter.

The
                                            purpose of this letter is to respond to the comment letter dated November 20, 2023, from
                                            the Division of Corporation Finance, Office of Energy & Transportation (the “Staff”)
                                            of the U.S. Securities and Exchange Commission (the “Commission” or “SEC”)
                                            relating to the above-referenced Registration Statement. For your convenience, the comment
                                            has been reproduced below, followed by the Registrant’s response.

Registration
Statement on Form F-1 filed November 20, 2023

Exhibits

1.
We note your disclosure on page I that “in the opinion of our PRC legal counsel, Sundial Law Firm, the filing requirements under
the Trial Measurements do not apply to the Company.” Please revise exhibit 99.2 to have counsel clearly state their opinion that
the filing requirements under the Trial Measurements do not apply to the company.

Response:

Exhibit
99.2 has been revised to clearly state that in the opinion of PRC counsel the filing requirements under the Trial Measurements do not
apply to the company.

Amendment
No. 6 to this registration statement is also revised to confirm that the Offering Price will be US$5.00 per Ordinary Share and
to correct and properly identify the signatories to the registration statement.

On
behalf of the Company, we appreciate your attention to this matter. If you have any questions or wish to discuss any matters with respect
to the confidential submission, please do not hesitate to contact me at (303) 292-3883 (email: hfs@schlueterintl.com) or my colleague
Celia Velletri at (303) 292-3883 (email: cv@schlueterintl.com). Regarding accounting matters, you may contact Simon Lam of Centurion
ZD CPA & Co. at +852 2126 2349 (email: simon@czdcpa.com) in respect of any accounting issues.

Thanks
in advance for your cooperation in connection with this matter.

    Sincerely,

    /s/
    Henry F. Schlueter

    c:
    Fenbo
    Holdings Limited

    EF
    Hutton, division of Benchmark Investments, LLC

    Sichenzia
    Ross Ference Carmel LLP

    Centurion
    ZD CPA & Co.

CORRESP
1
filename1.htm

SCHLUETER
& ASSOCIATES, P.C.

5655
SOUTH YOSEMITE STREET, SUITE 350

GREENWOOD
VILLAGE, CO 80111

TELEPHONE:
+1-303-292-3883

FACSIMILE:
+1-303-648-5663

Email:
hfs@schlueterintl.com

November
20, 2023

U.S.
Securities and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

Attn:
Heather Clark

    Re:
    Fenbo
    Holdings Limited

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

    File
    No. 333-274448

Dear
Ms. Clark:

We
represent Fenbo Holdings Limited (“Registrant” and “Company”) as U.S. counsel. We are submitting herewith Amendment
No. 5 to the Registration Statement on Form F-1 (the “Registration Statement”) which is being filed via EDGAR simultaneously
with this transmittal letter.

The
purpose of this letter is to file certain exhibits that were not included in the previous filed amendments.

On
behalf of the Company, we appreciate your attention to this matter. If you have any questions or wish to discuss any matters with respect
to the confidential submission, please do not hesitate to contact me at (303) 292-3883 (email: hfs@schlueterintl.com) or my colleague
Celia Velletri at (303) 292-3883 (email: cv@schlueterintl.com). Regarding accounting matters, you may contact Simon Lam of Centurion
ZD CPA & Co. at +852 2126 2349 (email: simon@czdcpa.com) in respect of any accounting issues.

Thanks
in advance for your cooperation in connection with this matter.

    Sincerely,

    /s/
    Henry F. Schlueter

    c:

    Fenbo
    Holdings Limited

    EF
    Hutton, division of Benchmark Investments, LLC

    Sichenzia
    Ross Ference Carmel LLP

    Centurion
    ZD CPA & Co.

United States securities and exchange commission logo
November 20, 2023
Li Siu Lun Allan
Chief Executive Officer
Fenbo Holdings Ltd
Unit J, 19/F, World Tech Centre
95 How Ming Street
Kwun Tong, Hong Kong
Re:Fenbo Holdings Ltd
Amendment No. 5 to Registration Statement on Form F-1
Filed November 20, 2023
File No. 333-274448
Dear Li Siu Lun Allan:
            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.
Registration Statement on Form F-1 filed November 20, 2023
Exhibits
1.We note your disclosure on page I that "in the opinion of our PRC legal counsel, Sundial
Law Firm, the filing requirements under the Trial Measurements do not apply to the
Company." Please revise exhibit 99.2 to have counsel clearly state their opinion that the
filing requirements under the Trial Measurements do not apply to the company.
            Please contact Heather Clark at 202-551-3624 or Hugh West at 202-551-3872 if you have
questions regarding comments on the financial statements and related matters. Please contact
Alex King at 202-551-8631 or Evan Ewing at 202-551-5920 with any other questions.
Sincerely,

 FirstName LastName Li Siu Lun Allan
 Comapany NameFenbo Holdings Ltd
 November 20, 2023 Page 2
 FirstName LastName
 Li Siu Lun Allan
Fenbo Holdings Ltd
November 20, 2023
Page 2
Division of Corporation Finance
Office of Manufacturing
cc:       Celia Velletri

CORRESP
1
filename1.htm

SCHLUETER
& ASSOCIATES, P.C.

5655
SOUTH YOSEMITE STREET, SUITE 350

GREENWOOD
VILLAGE, CO 80111

TELEPHONE:
+1-303-292-3883

FACSIMILE:
+1-303-648-5663

Email:
hfs@schlueterintl.com

November
17, 2023

U.S.
Securities and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

Attn:
Heather Clark

    Re:
    Fenbo
    Holdings Limited

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

    Filed
    October 27, 2023

    File
    No. 333-274448

Dear
Ms. Clark:

We
represent Fenbo Holdings Limited (“Registrant” and “Company”) as U.S. counsel. We are submitting herewith Amendment
No. 4 to the Registration Statement on Form F-1 (the “Registration Statement”) which is being filed via EDGAR simultaneously
with this transmittal letter.

The
purpose of this letter is to respond to the comment letter dated November 7, 2023, from the Division of Corporation Finance, Office of
Energy & Transportation (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission” or
“SEC”) relating to the above-referenced Registration Statement. For your convenience, the comment has been reproduced below,
followed by the Registrant’s response.

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

Signatures
, page II-4

1.
We note your response to our previous comment and reissue. Please revise to identify each of your principal executive officer, principal
financial officer and principal accounting officer or controller. If one individual serves in more than one capacity, please so indicate
on the signatures page. Refer to Instructions 1 and 2 to Signatures of Form F-1.

Response:

The
signature page has been revised to include the signatures required by Form F-1.

See
page II-4.

Please
be advised that in response to comments received from FINRA regarding the underwriter’s compensation, the disclosures have been
revised to reflect an 8% commission in the Use of Proceeds, Underwriting, the Expenses of the Offering and related sections.

On
behalf of the Company, we appreciate your attention to this matter. If you have any questions or wish to discuss any matters with respect
to the confidential submission, please do not hesitate to contact me at (303) 292-3883 (email: hfs@schlueterintl.com) or my colleague
Celia Velletri at (303) 292-3883 (email: cv@schlueterintl.com). Regarding accounting matters, you may contact Simon Lam of Centurion
ZD CPA & Co. at +852 2126 2349 (email: simon@czdcpa.com) in respect of any accounting issues.

Thanks
in advance for your cooperation in connection with this matter.

    Sincerely,

    /s/
    Henry F. Schlueter

    c:

    Fenbo
    Holdings Limited

    EF
    Hutton, division of Benchmark Investments, LLC

    Sichenzia
    Ross Ference Carmel LLP

    Centurion
    ZD CPA & Co.

United States securities and exchange commission logo
November 7, 2023
Li Siu Lun Allan
Chief Executive Officer
Fenbo Holdings Ltd
Unit J, 19/F, World Tech Centre
95 How Ming Street
Kwun Tong, Hong Kong
Re:Fenbo Holdings Ltd
Amendment No. 3 to Registration Statement on Form F-1
Filed October 27, 2023
File No. 333-274448
Dear Li Siu Lun Allan:
            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 October 26, 2023 letter.
Amendment No. 3 to Registration Statement on Form F-1
Signatures , page II-4
1.We note your response to our previous comment and reissue. Please revise to identify
each of your principal executive officer, principal financial officer and principal
accounting officer or controller. If one individual serves in more than one capacity, please
so indicate on the signatures page. Refer to Instructions 1 and 2 to Signatures of Form F-1.
            Please contact Heather Clark at 202-551-3624 or Hugh West at 202-551-3872 if you have
questions regarding comments on the financial statements and related matters. Please contact
Alex King at 202-551-8631 or Evan Ewing at 202-551-5920 with any other questions.

 FirstName LastName Li Siu Lun Allan
 Comapany NameFenbo Holdings Ltd
 November 7, 2023 Page 2
 FirstName LastName
 Li Siu Lun Allan
Fenbo Holdings Ltd
November 7, 2023
Page 2
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Celia Velletri

CORRESP
1
filename1.htm

SCHLUETER
& ASSOCIATES, P.C.

5655
SOUTH YOSEMITE STREET, SUITE 350

GREENWOOD
VILLAGE, CO 80111

TELEPHONE:
+1-303-292-3883

FACSIMILE:
+1-303-648-5663

Email:
hfs@schlueterintl.com

October
27, 2023

U.S.
Securities and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

Attn:
Heather Clark

    Re:
    Fenbo
    Holdings Limited

    Amendment
    No.2 to Registration Statement on Form F-1

    Filed
    October 17, 2023

    File
    No. 333-274448

Dear
Ms. Clark:

We
represent Fenbo Holdings Limited (“Registrant” and “Company”) as U.S. counsel. We are submitting herewith Amendment
No. 3 to the Registration Statement on Form F-1 (the “Registration Statement”) which is being filed via EDGAR simultaneously
with this transmittal letter.

The
purpose of this letter is to respond to the comment letter dated October 26, 2023, from the Division of Corporation Finance, Office of
Energy & Transportation (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission” or
“SEC”) relating to the above-referenced Registration Statement. For your convenience, the comment has been reproduced below,
followed by the Registrant’s response.

Amendment
No. 2 to Registration Statement on Form F-1

Signatures,
page II-4

1.
Please revise your signature page to include the signatures required by Form F-1. Refer to Instruction 1 to Signatures of Form F-1.

Response:

The
signature page has been revised to include the signatures required by Form F-1.

See
page II-4.

Please
be advised that in response to the oral comments received on October 26, 2023 regarding the completion of missing information on pages
13 and 40 of the registration statement, that information have also been included in Amendment No. 3. Additional exhibits will be filed
by amendment.

On
behalf of the Company, we appreciate your attention to this matter. If you have any questions or wish to discuss any matters with respect
to the confidential submission, please do not hesitate to contact me at (303) 292-3883 (email: hfs@schlueterintl.com) or my colleague
Celia Velletri at (303) 292-3883 (email: cv@schlueterintl.com). Regarding accounting matters, you may contact Simon Lam of Centurion
ZD CPA & Co. at +852 2126 2349 (email: simon@czdcpa.com) in respect of any accounting issues.

Thanks
in advance for your cooperation in connection with this matter.

    Sincerely,

    /s/
    Henry F. Schlueter

    c:

    Fenbo
    Holdings Limited

    EF
    Hutton, division of Benchmark Investments, LLC

    Sichenzia
    Ross Ference Carmel LLP

    Centurion
    ZD CPA & Co.

United States securities and exchange commission logo
October 26, 2023
Li Siu Lun Allan
Chief Executive Officer
Fenbo Holdings Ltd
Unit J, 19/F, World Tech Centre
95 How Ming Street
Kwun Tong, Hong Kong
Re:Fenbo Holdings Ltd
Amendment No. 2 to Registration Statement on Form F-1
Filed October 17, 2023
File No. 333-274448
Dear Li Siu Lun Allan:
            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 October 6, 2023 letter.
Amendment No. 2 to Registration Statement on Form F-1
Signatures, page II-4
1.Please revise your signature page to include the signatures required by Form F-1. Refer to
Instruction 1 to Signatures of Form F-1.
            Please contact Heather Clark at 202-551-3624 or Hugh West at 202-551-3872 if you have
questions regarding comments on the financial statements and related matters. Please contact
Alex King at 202-551-8631 or Evan Ewing at 202-551-5920 with any other questions.
Sincerely,

 FirstName LastName Li Siu Lun Allan
 Comapany NameFenbo Holdings Ltd
 October 26, 2023 Page 2
 FirstName LastName
 Li Siu Lun Allan
Fenbo Holdings Ltd
October 26, 2023
Page 2
Division of Corporation Finance
Office of Manufacturing
cc:       Celia Velletri

CORRESP
1
filename1.htm

SCHLUETER
& ASSOCIATES, P.C.

5655
SOUTH YOSEMITE STREET, SUITE 350

GREENWOOD
VILLAGE, CO 80111

TELEPHONE:
+1-303-292-3883

FACSIMILE:
+1-303-648-5663

Email:
hfs@schlueterintl.com

October
17, 2023

U.S.
Securities and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

Attn:
Heather Clark

    Re:
    Fenbo
    Holdings Limited

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

    Filed
    September 29, 2023

    File
    No. 333-274448

Dear
Ms. Clark:

We
represent Fenbo Holdings Limited (“Registrant” and “Company”) as U.S. counsel. We are submitting herewith Amendment
No. 2 to the Registration Statement on Form F-1 (the “Registration Statement”) which is being filed via EDGAR simultaneously
with this transmittal letter.

The
purpose of this letter is to respond to the comment letter dated October 6, 2023, from the Division of Corporation Finance, Office of
Energy & Transportation (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission” or
“SEC”) relating to the above-referenced Registration Statement. For your convenience, the comment has been reproduced below,
followed by the Registrant’s response.

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

Management’s
Discussion and Analysis of Financial Condition and Results of Operations Six months ended June 20, 2023 compared to six months ended
June 30, 2022 Results of Operations, page 58.

1.
We note that you discuss the change in income (loss) before tax expense. In order to provide a balanced discussion, please revise to
include a discussion of your changes in tax expense and net income (loss). Your December 31, 2022 results of operations should be similarly
revised.

Response:

The
disclosure has been revised to include a discussion of our changes in tax expense and net income (loss).

See
pages 60 and 62.

On
behalf of the Company, we appreciate your attention to this matter. If you have any questions or wish to discuss any matters with respect
to the confidential submission, please do not hesitate to contact me at (303) 292-3883 (email: hfs@schlueterintl.com) or my colleague
Celia Velletri at (303) 292-3883 (email: cv@schlueterintl.com). Regarding accounting matters, you may contact Simon Lam of Centurion
ZD CPA & Co. at +852 2126 2349 (email: simon@czdcpa.com) in respect of any accounting issues.

Thanks
in advance for your cooperation in connection with this matter.

    Sincerely,

    /s/
    Henry F. Schlueter

    c:

    Fenbo
    Holdings Limited

    EF
    Hutton, division of Benchmark Investments, LLC

    Sichenzia
    Ross Ference Carmel LLP

    Centurion
    ZD CPA & Co.

United States securities and exchange commission logo
October 6, 2023
Li Siu Lun Allan
Chief Executive Officer
Fenbo Holdings Ltd
Unit J, 19/F, World Tech Centre
95 How Ming Street
Kwun Tong, Hong Kong
Re:Fenbo Holdings Ltd
Amendment No. 1 to Registration Statement on Form F-1
Filed September 29, 2023
File No. 333-274448
Dear Li Siu Lun Allan:
            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 September 19, 2023 letter.
Amendment No. 1 to Registration Statement on Form F-1
Management's Discussion and Analysis of Financial Condition and Results of Operations
Six months ended June 20, 2023 compared to six months ended June 30, 2022
Results of Operations, page 58
1.We note that you discuss the change in income (loss) before tax expense.  In order to
provide a balanced discussion, please revise to include a discussion of your changes in tax
expense and net income (loss).  Your December 31, 2022 results of operations should be
similarly revised.

 FirstName LastName Li Siu Lun Allan
 Comapany NameFenbo Holdings Ltd
 October 6, 2023 Page 2
 FirstName LastName
 Li Siu Lun Allan
Fenbo Holdings Ltd
October 6, 2023
Page 2
            Please contact Heather Clark at 202-551-3624 or Hugh West at 202-551-3872 if you have
questions regarding comments on the financial statements and related matters. Please contact
Alex King at 202-551-8631 or Evan Ewing at 202-551-5920 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Celia Velletri

CORRESP
1
filename1.htm

SCHLUETER
& ASSOCIATES, P.C.

5655
SOUTH YOSEMITE STREET, SUITE 350

GREENWOOD
VILLAGE, CO 80111

TELEPHONE:
+1-303-292-3883

FACSIMILE:
+1-303-648-5663

Email:
hfs@schlueterintl.com

 September
29,  2023

U.S.
Securities and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

Attn:
Heather Clark

    Re:
    Fenbo
    Holdings Limited

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

    Filed
    September 11, 2023

    CIK
    No. 0001957001

Dear
Ms. Clark:

We
represent Fenbo Holdings Limited (“Registrant” and “Company”) as U.S. counsel. We are submitting herewith Amendment
No.1 to the Registration Statement on Form F-1 (the “Registration Statement”) which is being filed via EDGAR simultaneously
with this transmittal letter.

The
purpose of this letter is to respond to the comment letter dated September 19, 2023, from the Division of Corporation Finance, Office
of Energy & Transportation (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”
or “SEC”) relating to the above-referenced Registration Statement. For your convenience, the comment has been reproduced
below, followed by the Registrant’s response.

Form
F-1 filed September 11, 2023

Selling
Shareholders, page A-8

    1.
    We
                                            note that 2,000,000 Ordinary Shares were purchased by the selling shareholders on August
                                            11, 2023. We also note the sale of 2,000,000 Ordinary Shares to the selling shareholders
                                            on September 4, 2023. Please update the table to reflect the September 4, 2023 sale or revise
                                            for consistency.

Response:

The
table has been revised to reflect the September 4, 2023 sale.

See
page A-8 of the Resale Prospectus.

On
behalf of the Company, we appreciate your attention to this matter. If you have any questions or wish to discuss any matters with respect
to the confidential submission, please do not hesitate to contact me at (303) 292-3883 (email: hfs@schlueterintl.com) or my colleague
Celia Velletri at (303) 292-3883 (email: cv@schlueterintl.com). Regarding accounting matters, you may contact Dominic Chan of Centurion
ZD CPA & Co. at +852 2126 2388 (email: dominic@czdcpa.com) in respect of any accounting issues.

Thanks
in advance for your cooperation in connection with this matter.

    Sincerely,

    /s/
    Henry F. Schlueter

    c:

    Fenbo
    Holdings Limited

    EF
    Hutton, division of Benchmark Investments, LLC

    Sichenzia
    Ross Ference LLP

    Centurion
    ZD CPA & Co.

United States securities and exchange commission logo
September 19, 2023
Li Siu Lun Allan
Chief Executive Officer
Fenbo Holdings Ltd
Unit J, 19/F, World Tech Centre
95 How Ming Street
Kwun Tong, Hong Kong
Re:Fenbo Holdings Ltd
Registration Statement on Form F-1
Filed September 11, 2023
File No. 333-274448
Dear Li Siu Lun Allan:
            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 September 11, 2023
Selling Shareholders, page A-8
1.We note that 2,000,000 Ordinary Shares were purchased by the selling shareholders on
August 11, 2023. We also note the sale of 2,000,000 Ordinary Shares to the selling
shareholders on September 4, 2023. Please update the table to reflect the September 4,
2023 sale or revise for consistency.
            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.

 FirstName LastName Li Siu Lun Allan
 Comapany NameFenbo Holdings Ltd
 September 19, 2023 Page 2
 FirstName LastName
 Li Siu Lun Allan
Fenbo Holdings Ltd
September 19, 2023
Page 2
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Heather Clark at 202-551-3624 or Hugh West at 202-551-3872 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Alex King at 202-551-8631 or Evan Ewing at 202-551-5920 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Celia Velletri

CORRESP
1
filename1.htm

SCHLUETER
& ASSOCIATES, P.C.

5655
South Yosemite Street, Suite 350

Greenwood
Village, Colorado 80111

Telephone:
1-303 292-3883

Facsimile:
1-303 296-8880

hfs@schlueterintl.com

September
11, 2023

VIA
EDGAR

Registration
Statement

U.S.
Securities and Exchange Commission

100
F. Street, N.E.

Washington,
DC 20549

    Re:
    Fenbo
    Holdings Limited

    Registration
    Statement on Form F-1

Ladies
and Gentlemen:

On
behalf of our client, Fenbo Holdings Limited (the “Company”), a foreign private issuer organized under the laws of the Cayman
Islands, we are hereby filing a registration statement on Form F-1 (the “Registration Statement”), which is being filed via
EDGAR simultaneously with this transmittal letter. The Registration Statement relates to the planned initial public offering of the Company’s
ordinary shares, $0.0001 par value. Certain additional exhibits to the Registration Statement will be submitted in subsequent filings.

The
Company previously submitted a draft registration statement on a confidential basis in accordance with Section 6(e) of the Securities
Act of 1933, as amended (the “Securities Act”) and has been advised by the Staff that they have no further comments to the
draft registration statement. Attached is a red lined or marked copy of the Registration Statement to show certain revisions that
have been made since the last confidential submission. The Company confirms that the date on which the Company first conducts a road
show for its proposed initial public offering will occur no sooner than 15 days after this filing.

On
behalf of the Company, we appreciate your attention to this matter. If you have any questions or wish to discuss any matters with respect
to this filing, please do not hesitate to contact me at (303) 868-3382 (email: hfs@schlueterintl.com) or my colleague Celia Velletri
at (303) 907-4842 (email: cv@schlueterintl.com). Regarding accounting matters, you may contact Dominic Chan of Centurion ZD CPA &
Co. at +852 2126 2388 (email: dominic@czdcpa.com) in respect of any accounting issues.

Thanks
in advance for your cooperation in connection with this matter.

    Sincerely,

    /s/
    Henry F. Schlueter

    cc:
    Fenbo
    Holdings Limited

    EF
    Hutton, division of Benchmark Investments, LLC

    Sichenzia
    Ross Ference LLP

    Centurion
    ZD CPA & Co.

United States securities and exchange commission logo
August 2, 2023
Li Siu Lun Allan
Chief Executive Officer
Fenbo Holdings Ltd
Unit J, 19/F, World Tech Centre
95 How Ming Street
Kwun Tong, Hong Kong
Re:Fenbo Holdings Ltd
Amendment No. 4 to
Draft Registration Statement on Form F-1
Submitted July 20, 2023
CIK No. 0001957001
Dear Li Siu Lun Allan:
            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. 4 to Draft Registration Statement on Form F-1
General
1.Please revise the cover page of the resale prospectus to disclose a fixed price (or a range)
at which the selling stockholders will sell their shares until the securities are quoted on the
Nasdaq Capital Market, after which the securities may be offered and sold at prevailing
market prices or at negotiated prices.
            You may contact Heather Clark at 202-551-3624 or Hugh West at 202-551-3872 if you
have questions regarding comments on the financial statements and related matters.  Please

 FirstName LastName Li Siu Lun Allan
 Comapany NameFenbo Holdings Ltd
 August 2, 2023 Page 2
 FirstName LastName
 Li Siu Lun Allan
Fenbo Holdings Ltd
August 2, 2023
Page 2
contact Alex King at 202-551-8631 or Evan Ewing at 202-551-5920 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

United States securities and exchange commission logo
June 15, 2023
Li Siu Lun Allan
Chief Executive Officer
Fenbo Holdings Ltd
Unit J, 19/F, World Tech Centre
95 How Ming Street
Kwun Tong, Hong Kong
Re:Fenbo Holdings Ltd
Amendment No. 3 to
Draft Registration Statement on Form F-1
Submitted June 5, 2023
CIK No. 0001957001
Dear Li Siu Lun Allan:
            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. 3 to Draft Registration Statement on Form F-1
Capitalization, page 50
1.We note you have included cash and cash equivalents in your capitalization table. Please
revise the table to present such amounts separate from the capitalization and indebtedness
total as your "total capitalization" balance currently includes cash and cash equivalents.
2.In a related matter, please revise to remove liabilities other than your debt.  While we note
your liabilities may represent your contractual obligations, not all are considered
indebtedness for purposes of the capitalization table.  Capitalization should include the

 FirstName LastName Li Siu Lun Allan
 Comapany NameFenbo Holdings Ltd
 June 15, 2023 Page 2
 FirstName LastName
 Li Siu Lun Allan
Fenbo Holdings Ltd
June 15, 2023
Page 2
total amount of a entity's outstanding securities, and indebtedness should comprise total
debt, that is, both the current and non-current outstanding amounts. Please revise your
presentation accordingly.
Financial Statements
Report of Independent Registered Public Accounting Firm, page F-2
3.We note that your previous auditor K.R. Margetson Ltd. resigned for personal reasons.
However, we also note you refer to Margetson as your auditor on pages II, 9, and 25.
Please revise to correct. In addition, revise to include the disclosures required by Item 4.d
of Form F-1 and Item 16F of Form 20-F.
            You may contact Heather Clark at 202-551-3624 or Hugh West at 202-551-3872 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Alex King at 202-551-8631 or Evan Ewing at 202-551-5920 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

United States securities and exchange commission logo
May 12, 2023
Li Siu Lun Allan
Chief Executive Officer
Fenbo Holdings Ltd
Unit J, 19/F, World Tech Centre
95 How Ming Street
Kwun Tong, Hong Kong
Re:Fenbo Holdings Ltd
Draft Registration Statement on Form F-1
Submitted April 28, 2023
CIK No. 0001957001
Dear Li Siu Lun Allan:
            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
Exhibit 23.1, page 1
1.Please have your auditor's revise their consent to also include their consent to refer to
them as experts in the registration statement.
Recent Regulatory Developments in China, page 7
2.We note that the CSRC recently published Trial Measures that impose certain filing
requirements for direct and indirect overseas listings and offerings.  Please revise to
prominently disclose how, if at all, the Trial Measures apply to this transaction, whether
you and relevant parties to this transaction have complied with your obligations under the

 FirstName LastNameLi Siu Lun Allan
 Comapany NameFenbo Holdings Ltd
 May 12, 2023 Page 2
 FirstName LastNameLi Siu Lun Allan
Fenbo Holdings Ltd
May 12, 2023
Page 2
Trial Measures, and the risks to investors of non-compliance.
Dividends and Dividend Policy, page 51
3.Your disclosure indicates that the declaration of a HKD 10 million dividend did not result
in a cash outflow, as it was offset against an amount due to a shareholder.  Please clarify
your accounting, as if you previously owed amounts to a shareholder and declared a
dividend, it would appear as though you owed the amounts previously due plus the
dividend declared.  Clarify which line item in the balance sheet regarding amounts with
related parties was effected by this transaction.
4.We note your disclosure that no dividend was declared or paid by you or your Operating
Subsidiaries for the fiscal year ended December 31, 2021; however, the activity on page
F-5 (consolidated statements of changes in shareholders' equity) indicates a dividend
declared for HKD 3,370,000.  Please advise or revise as necessary.
5.We note that you declared a dividend of HK$10,000,000 but "there was no cash flow
effect as the dividend declared was offset against the amount due to a shareholder." Please
revise to describe in detail the nature and terms of the amount due to such shareholder.
Related Party Transactions, page 91
6.Item 7.B. of Form 20-F requires that you include information since the beginning of the
company’s preceding three financial years up to the date of the document. Please revise.
Report of Independent Registered Public Accounting Firm, page F-2
7.Please revise to have your auditor date the report.
Financial Statements
Notes to the Consolidated Financial Statements
Note 10. Related party balances and transactions, page F-18
8.We refer to the sale-leaseback transaction disclosed on page 91.  Please address the
following:
•Considering the significance of the transaction, revise note 10 to include disclosure
for this transaction required by ASC 850-10-50-1 and note 7 in accordance with ASC
842-20-50-7.
•Demonstrate how you met sale-leaseback accounting under ASC 842-40-25-1.
•Provide us with your calculation of the gain.
•Clarify where the receipt of the HKD13.8  million is in your statement of cash flows.
Exhibits
9.Please revise to add exhibit 21, subsidiaries of the registrant. See Item 601(b)(21) of
Regulation S-K.

 FirstName LastNameLi Siu Lun Allan
 Comapany NameFenbo Holdings Ltd
 May 12, 2023 Page 3
 FirstName LastName
Li Siu Lun Allan
Fenbo Holdings Ltd
May 12, 2023
Page 3
            You may contact Heather Clark at 202-551-3624 or Hugh West at 202-551-3872 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Alexander King at 202-551-8631 or Evan Ewing at 202-551-5920 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

United States securities and exchange commission logo
January 12, 2023
Siu Lun Li
Chief Executive Officer
Fenbo Holdings Ltd
Unit J, 19/F, World Tech Centre
95 How Ming Street
Kwun Tong, Hong Kong
Re:Fenbo Holdings Ltd
Draft Registration Statement on Form F-1
Submitted December 16, 2022
CIK No. 0001957001
Dear Siu Lun Li:
            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
Prospectus Summary, page 4
1.Provide a clear description of how cash is transferred through your organization. Disclose
your intentions to distribute earnings or settle amounts owed under your operating
structure. Quantify any cash flows and transfers of other assets by type that have occurred
between the holding company and its subsidiaries, and direction of transfer. Quantify any
dividends or distributions that a subsidiary has made to the holding company and which
entity made such transfer, and their tax consequences. Similarly quantify dividends or
distributions made to U.S. investors, the source, and their tax consequences. Your
disclosure should make clear if no transfers, dividends, or distributions have been made to

 FirstName LastNameSiu Lun Li
 Comapany NameFenbo Holdings Ltd
 January 12, 2023 Page 2
 FirstName LastNameSiu Lun Li
Fenbo Holdings Ltd
January 12, 2023
Page 2
date. Describe any restrictions on foreign exchange and your ability to transfer cash
between entities, across borders, and to U.S. investors. Describe any restrictions and
limitations on your ability to distribute earnings from the company, including your
subsidiaries, to the parent company and U.S. investors as well as the ability to settle
amounts owed under applicable agreements.
2.We note your disclosure on page 8 that your auditor, K.R. Magnuson Ltd., has "no
branches or offices outside the United States." Please reconcile with your disclosure that
your auditor is headquartered in Vancouver, Canada.
3.Please update your disclosure to reflect the announcements made by the PCAOB in
December 2022.
4.Please review and revise your disclosure that suggests that the company has multiple
customers throughout the registration statement. For example, on page 59 you reference
your "worldwide clients" and state that you have a "renowned multinational client base."
Risk Factors, page 15
5.We note recent 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 any known factors particular to your offering that
may add to this risk 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.
Use of Proceeds, page 36
6.We note that you plan to spend approximately 15% of the net proceeds to "penetrate and
further expand into new and existing geographical markets." Please revise to clarify
whether this relates to enhancing sales and marketing efforts with your sole customer or
whether you plan to expand your customer base. Please revise your disclosure throughout
the registration statement to clarify whether you plan to market to new customers.
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
44
7.Please discuss whether supply chain disruptions materially affect your outlook or business
goals. Specify whether these challenges have materially impacted your results of
operations or capital resources and quantify, to the extent possible, how your sales, profits,
and/or liquidity have been impacted. Explain whether any mitigation efforts introduce
new material risks, including those related to product quality, reliability, or regulatory

 FirstName LastNameSiu Lun Li
 Comapany NameFenbo Holdings Ltd
 January 12, 2023 Page 3
 FirstName LastNameSiu Lun Li
Fenbo Holdings Ltd
January 12, 2023
Page 3
approval of products.
8.We note your disclose that you have experienced global inflationary pressures, rising
labor costs and rising costs of raw materials. If material, please expand to identify the
principal factors contributing to the inflationary pressures the company has experienced
and clarify the resulting impact to the company. Please update to identify actions planned
or taken, if any, to mitigate inflationary pressures.
Our Properties, page 67
9.We note that FIL has entered into an agreement to sell its Hong Kong office to Mr. Li Kin
Shing. Please file the lease agreement or tell us why you are not required to do so.
Additionally, revise the Related Party Transactions section to disclose the agreement.
Management, page 77
10.Please update your compensation disclosure to reflect the fiscal year ended December 31,
2022.
11.Please file your employment letter agreements as exhibits to the registration statement or
tell us why you are not required to do so.
General
12.Please disclose whether and how your business segments, products, lines of service,
projects, or operations are materially impacted by supply chain disruptions especially in
light of Russia’s invasion of Ukraine and the effectiveness of the UFLPA. For example,
discuss whether you have or expect to:
•suspend the production, purchase, sale or maintenance of certain items due to a lack
of raw materials, parts, or equipment; inventory shortages; closed factories or stores;
reduced headcount; or delayed projects;
•experience labor shortages that impact your business;
•experience cybersecurity attacks in your supply chain;
•experience higher costs due to constrained capacity or increased commodity prices or
challenges sourcing materials (e.g., nickel, palladium, neon, cobalt, iron, platinum or
other raw material sourced from Russia, Belarus, or Ukraine or cotton, polysilicon,
certain food products such as tomato paste, lithium, nickel, manganese, beryllium,
copper, gold or other raw material sourced from Western China);
•experience surges or declines in consumer demand for which you are unable to
adequately adjust your supply;
•be unable to supply products at competitive prices or at all due to export
restrictions, sanctions, tariffs, trade barriers, or political or trade tensions among
countries; or
•be exposed to supply chain risk in light of Russia’s invasion of Ukraine, the
effectiveness of the UFLPA and/or related geopolitical tension or have sought to “de-
globalize” your supply chain.

 FirstName LastNameSiu Lun Li
 Comapany NameFenbo Holdings Ltd
 January 12, 2023 Page 4
 FirstName LastName
Siu Lun Li
Fenbo Holdings Ltd
January 12, 2023
Page 4
Explain whether and how you have undertaken efforts to mitigate the impact and where
possible quantify the impact to your business.
13.We note your disclosure that certain industry data included in your registration statement
was obtained from market research, consultant surveys, reports of governmental and
international agencies and industry publications and surveys, including data from Frost
& Sullivan. If any data in the registration statements relates to publications, surveys or
reports that were commissioned by you for use in connection with the registration
statement, please file consents of such third parties pursuant to Rule 436 of the Securities
Act as exhibits to your registration statement or tell us why you believe you are not
required to do so.
14.Please supplementally provide us with copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf,
present to potential investors in reliance on Section 5(d) of the Securities Act, whether or
not they retain copies of the communications. Please contact legal staff associated with the
review of this filing to discuss how to submit the materials, if any, to us for review.
            You may contact Heather Clark at 202-551-3624 or Hugh West at 202-551-3872 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Alex King at 202-551-8631 or Evan Ewing at 202-551-5920 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing