SecProbe.io

CORRESP
 1
 filename1.htm

 June
5, 2025

 VIA
EDGAR

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 100
F Street, N.E.

 Washington,
D.C. 20549

 Attention:

 Mara Ransom

 Lilyanna Peyser

 Division of Corporate Finance

 Re:
 707 Cayman Holdings
 Limited

 Registration Statement
 on Form F-1, as amended (File No. 333-281949)

 Request for Acceleration
 of Effectiveness

 Ladies
and Gentlemen:

 Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended (the "Securities Act"), we, the underwriter (the "Underwriter"),
hereby join in the request of 707 Cayman Holdings Limited (the "Registrant"), for the acceleration of the effective date
of the Registrant's Registration Statement on Form F-1 (File No. 333-281949) (as amended, the "Registration Statement"),
relating to a public offering of ordinary shares of the Registrant, US$0.001 par value, so that the Registration Statement may be declared
effective on June 9, 2025, at 8:30 a.m. Eastern Time, or as soon thereafter as practicable. The undersigned, as the Underwriter,
confirms that it is aware of its obligations under the Securities Act.

 Pursuant
to Rule 460 under the Securities Act, please be advised that there will be distributed to each underwriter, who is reasonably anticipated
to be invited 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 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,

 Bancroft Capital, LLC

 /s/Robert
 L. Malin

 Name:
 Robert L. Malin

 Title:
 Managing Director, Investment
 Banking

CORRESP
 1
 filename1.htm

 707
Cayman Holdings Limited

 5/F.,
AIA Financial Centre

 712
Prince Edward Road East

 San
Po Kong, Kowloon

 Hong
Kong

 June
5, 2025

 VIA
EDGAR

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 100
F Street, N.E.

 Washington,
D.C. 20549

 Attention:

 Mara Ransom

 Lilyanna Peyser

 Division of Corporate Finance

 Re:
 707 Cayman
 Holdings Limited

 Registration Statement
 on Form F-1, as amended (File No. 333-281949)

 Request for Acceleration
 of Effectiveness

 Ladies
and Gentlemen:

 Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended (the "Securities Act"), 707 Cayman Holdings Limited,
a Cayman Islands company (the "Company"), respectfully requests that the effective date of its Registration Statement on
Form F-1 (File No. 333-281949) (the "Registration Statement"), be accelerated so that it will become effective at 8:30
a.m., Eastern Time, Monday, June 9, 2025, or as soon thereafter as possible.

 In
making this acceleration request, the Company acknowledges that:

 (i)
 should the Securities and
 Exchange Commission (the "Commission") or the staff, acting pursuant to delegated authority, declare the Registration
 Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

 (ii)
 the action of the Commission
 or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Company
 from its full responsibility for the adequacy of the disclosure in the Registration Statement; and

 (iii)
 the Company may not assert
 comments of the Commission or the staff and the declaration of effectiveness of the Registration Statement as a defense in any proceeding
 initiated by the Commission or any person under the federal securities laws of the United States.

 Once
the Registration Statement is effective, please orally confirm the event with our counsel, TroyGould PC by calling Joilene Wood at (415)
305-4651 or David Ficksman at (310) 789-1290. We also respectfully request that a copy of the written order from the Commission verifying
the effective time and date of the Registration Statement be sent to our counsel, TroyGould PC, Attention: David Ficksman, by facsimile
to (310) 789-1290 or email at dficksman@troygould.com.

 If
you have any questions regarding this request, please contact Joilene Wood at (415) 305-4651.

 Very truly
 yours,

 By:
 /s/
 Cheung Lui

 Name:
 Cheung Lui

 Title:
 Chief Executive Officer

 cc:
 David Ficksman, TroyGould
 PC

 R. Joilene Wood, TroyGould
 PC

CORRESP
 1
 filename1.htm

 707
Cayman Holdings Ltd

 5/F.,
AIA Financial Centre

 712
Prince Edward Road East

 San
Po Kong, Kowloon, Hong Kong

 March
24, 2025

 VIA
EDGAR

 Securities
and Exchange Commission

 Division
of Corporation Finance

 Washington,
D.C. 20549

 Attention:
Thomas Jones

 Re:
 707
 Cayman Holdings Ltd

 Amendment
 No. 3 to Registration Statement on Form F-1
 Filed
 February 20, 2025 and
 Amendment
 No. 4 to Registration Statement on Form F-1 Filed on March 10, 2025

 File
 No. 333-281949

 Ladies
and Gentlemen:

 We
note your comments dated March 18, 2025 to Amendment No. 3 and Amendment No. 4 to the Registration Statements on Form F-1, which we have
restated below along with our responses. We are filing Amendment No. 5 to the Registration Statement simultaneously with this correspondence
to address your comments. All references to page numbers in our replies refer to Amendment No. 5 to the Registration Statement.

 Amendment
No. 3 to Form F-1 filed February 20, 2025

 Capitalization,
page 33

 1.
 As
 a related matter, the footnote to this table states "[t]he number of our Ordinary Shares to be outstanding after this Offering
 is based on 21,950,000 Ordinary Shares outstanding as of the date of this prospectus." This appears to be a conflicting statement
 as the number of shares outstanding as of the date of this prospectus is 20,200,000. Please revise the disclosure to clearly state
 the shares outstanding after the Offering or as of the date of the prospectus.

 We
have updated the disclosure on page 33 to conform the disclosure regarding the outstanding shares before and after the Offering.

 2.
 Please
 revise the description of ordinary shares issued and outstanding on a pro forma and pro forma as adjusted basis after the offering
 to include the ordinary shares issued and outstanding prior to the offering. It appears the figures presented subsequent to the offering
 should be 21,950,000.

 We
have revised the Dilution table on page 35 to include the Ordinary Shares issued and outstanding on a pro forma and pro forma as adjusted
basis after the offering to include the Ordinary Shares issued and outstanding prior to the Offering.

 Dilution,
page 35

 3.
 Please
 revise your narrative disclosure to include a description, calculation, and values of net tangible book value and net tangible book
 value per share immediately prior to the offering.

 We
have updated the disclosure on page 35 to include a description, calculation and values of net tangible book value and net tangible book
value per share immediately prior to the Offering.

 General

 4.
 We
 note that your forum selection provision in Section 161 of your amended and restated charter identifies the United States District
 Court for the Southern District of New York (or, if such court lacks subject matter jurisdiction, the state courts in New York County,
 New York) as the exclusive forum for claims arising from the US federal securities laws. Please describe this provision in a new
 risk factor, as well as in the Description of Share Capital section. In both places, further state that investors cannot waive compliance
 with the federal securities laws and the rules and regulations thereunder and that there is uncertainty as to whether a court would
 enforce such provision given 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. In the
 risk factor, describe the risks or other impacts of this provision 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.

 We
have added a risk factor on page 29 and updated the Description of Share Capital on page 89 to provide disclosure regarding the exclusive
forum and related considerations for potential investors.

 Amendment
No. 4 to Registration Statement on F-1

 Exhibit
5.1, page 1

 5.
 Please
 revise this opinion or include a separate opinion that opines on the legality of the shares being offered pursuant to the Resale
 Prospectus. Refer to Section II.A of Staff Legal Bulletin No. 19.

 We
have provided a new opinion from our Cayman Island counsel that includes an opinion regarding the legality of the shares offering pursuant
to the Resale Prospectus.

 Exhibit
5.2

 6.
 Please
 revise your statement in Section D that "[o]ther than the Company, no other person or entity may use or rely on this opinion...,"
 given that it is impermissible to state or imply that only the registrant or its board is entitled to rely upon the opinion. Refer
 to Section III.D.1 of Staff Legal Bulletin No. 19. Also revise Section E.7 to include the statement that the disclosure in the section
 "Hong Kong Tax Considerations" constitutes your opinion. Refer to Section III.B. 2 of Staff Legal Bulletin No. 19.

 We
have provided a new opinion from our Hong Kong counsel to revise the statement in Section D regarding reliance on the opinion
to conform to the requirements set forth in the Staff Legal Bulletin No. 19. With respect to your second comment, we respectfully
note that Section III.B.2 of Staff Legal Bulletin No. 19 refers to short-form tax opinions. This legal opinion is not being furnished
with respect to tax matters pursuant to Item 601(b)(8) of Regulation S-K. The tax opinion is provided under Exhibit 8 and we have revised
the Exhibit Index to properly note the tax opinion required under Exhibit 8.1 is included in the legal opinion from our Cayman Island
counsel that is filed as Exhibit 5.1. We have further revised the Exhibit Index to denote that the opinion from our Hong Kong counsel
is being filed pursuant to Exhibit 99 as an "Additional Exhibit" pursuant to Item 601 of Regulation S-K as this document
is provided only with respect to the validity of the statements regarding Hong Kong law that are set forth in the Registration Statement.

 If
you have any questions regarding this response, please direct them to our counsel David Ficksman at 310-789-1290 or dficksman@troygould.com
 or Joilene Wood at 415-305-4651 or jwood@troygould.com .

 Sincerely,

 707
 Cayman Holdings Limited

 /s/
 Cheung Lui

 By:

 Cheung
 Lui

 Chief
 Executive Officer and Executive Director

 cc:
 David
 L. Ficksman

 R.
 Joilene Wood

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 18, 2025

Elvis Cheung
Chief Executive Officer
707 Cayman Holdings Ltd.
5/F., AIA Financial Centre
712 Prince Edward Road East
San Po Kong, Kowloon, Hong Kong

 Re: 707 Cayman Holdings Ltd.
 Amendment No. 3 to Registration Statement on Form F-1
 Filed February 20, 2025
 Amendment No. 4 to Registration Statement on Form F-1
 Filed March 10, 2025
 File No. 333-281949
Dear Elvis Cheung:

 We have reviewed your amended registration statement and have the
following
comment(s).

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

 After reviewing any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments. Unless
we note
otherwise, any references to prior comments are to comments in our February 12,
2025 letter.

Amendment No. 3 to Form F-1 filed February 20, 2025
Capitalization, page 33

1. As a related matter, the footnote to this table states "[t]he number of
our Ordinary
 Shares to be outstanding after this Offering is based on 21,950,000
Ordinary Shares
 outstanding as of the date of this prospectus." This appears to be a
conflicting
 statement as the number of shares outstanding as of the date of this
prospectus is
 20,200,000. Please revise the disclosure to clearly state the shares
outstanding after
 the Offering or as of the date of the prospectus.
 March 18, 2025
Page 2

2. Please revise the description of ordinary shares issued and outstanding
on a pro forma
 and pro forma as adjusted basis after the offering to include the
ordinary shares issued
 and outstanding prior to the offering. It appears the figures presented
subsequent to
 the offering should be 21,950,000.
Dilution, page 35

3. Please revise your narrative disclosure to include a description,
calculation, and values
 of net tangible book value and net tangible book value per share
immediately prior to
 the offering.
General

4. We note that your forum selection provision in Section 161 of your
amended and
 restated charter identifies the United States District Court for the
Southern District of
 New York (or, if such court lacks subject matter jurisdiction, the state
courts in New
 York County, New York) as the exclusive forum for claims arising from
the US
 federal securities laws. Please describe this provision in a new risk
factor, as well as in
 the Description of Share Capital section. In both places, further state
that investors
 cannot waive compliance with the federal securities laws and the rules
and regulations
 thereunder and that there is uncertainty as to whether a court would
enforce such
 provision given 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.
In the risk
 factor, describe the risks or other impacts of this provision 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.
Amendment No. 4 to Registration Statement on F-1
Exhibit 5.1, page 1

5. Please revise this opinion or include a separate opinion that opines on
the legality of
 the shares being offered pursuant to the Resale Prospectus. Refer to
Section II.A of
 Staff Legal Bulletin No. 19.
Exhibit 5.2

6. Please revise your statement in Section D that "[o]ther than the
Company, no other
 person or entity may use or rely on this opinion...," given that it is
impermissible to
 state or imply that only the registrant or its board is entitled to rely
upon the opinion.
 Refer to Section III.D.1 of Staff Legal Bulletin No. 19. Also revise
Section E.7 to
 include the statement that the disclosure in the section "Hong Kong Tax
 Considerations" constitutes your opinion. Refer to Section III.B. 2 of
Staff Legal
 Bulletin No. 19.
 Please contact Amy Geddes at 202-551-3304 or Angela Lumley at
202-551-3398 if
you have questions regarding comments on the financial statements and related
 March 18, 2025
Page 3

matters. Please contact Jenna Hough at 202-551-3063 or Lilyanna Peyser at
202-551-3222
with any other questions.

 Sincerely,

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

CORRESP
1
filename1.htm

707
Cayman Holdings Ltd

5/F.,
AIA Financial Centre

712
Prince Edward Road East

San
Po Kong, Kowloon, Hong Kong

February
20, 2025

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

Washington,
D.C. 20549

Attention:
Thomas Jones

    Re:
    707
    Cayman Holdings Ltd

    Amendment
    No. 2 Registration Statement on Form F-1 (the “Registration Statement”)

    File
    No. 333-281949

Ladies
and Gentlemen:

We
note your comment  dated February 12, 2025 to Amendment No. 2 Registration Statement on Form F-1, which we have restated below.

Summary
Financial Data

Balance
Sheet Data, page 10

1. Please
                                            review the headers in the table here to ensure the proper fiscal years are identified. Specifically,
                                            it appears some of the columns labeled “2023” should be labeled “2024.”

We have updated the Registration
with Amendment No. 3 in order to correct the column headings on page 10 and provide other updated disclosure.

If
you have any questions regarding this response, please direct them to our counsel David Ficksman at 310-789-1290 or dficksman@troygould.com
or Joilene Wood at 415-305-4651 or jwood@troygould.com.

    Sincerely,

    707
    Cayman Holdings Limited

    /s/
    Cheung Lui

    By:

    Cheung
    Lui

    Chief
    Executive Officer and Executive Director

    cc:
    David
    L. Ficksman

    R.
    Joilene Wood

February 12, 2025
Elvis Cheung
Chief Executive Officer
707 Cayman Holdings Ltd.
5/F., AIA Financial Centre
712 Prince Edward Road East
San Po Kong, Kowloon, Hong Kong
Re:707 Cayman Holdings Ltd.
Amendment No. 2 to Registration Statement on Form F-1
Filed January 23, 2025
File No. 333-281949
Dear Elvis Cheung:
            We have reviewed your amended registration statement and have the following
comment(s).
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments. Unless we note
otherwise, any references to prior comments are to comments in our January 15, 2025 letter.
Amendment No. 2 to Form F-1 filed January 23, 2025
Summary Financial Data
Balance Sheet Data, page 10
1.Please review the headers in the table here to ensure the proper fiscal years are
identified. Specifically, it appears some of the columns labeled "2023" should be
labeled "2024."

February 12, 2025
Page 2
            Please contact Amy Geddes at 202-551-3304 or Angela Lumley at 202-551-3398 if
you have questions regarding comments on the financial statements and related
matters. Please contact Jenna Hough at 202-551-3063 or Lilyanna Peyser at 202-551-3222
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:David L. Ficksman

CORRESP
1
filename1.htm

707
Cayman Holdings Ltd

5/F.,
AIA Financial Centre

712
Prince Edward Road East

San
Po Kong, Kowloon, Hong Kong

January
22, 2025

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

Washington,
D.C. 20549

Attention:
Thomas Jones

    Re:
    707
    Cayman Holdings Ltd

    Amendment
    No. 2 Registration Statement on Form F-1 (the “Registration Statement”)

    File
    No. 333-281949

Ladies
and Gentlemen:

We
have received your comments dated January 15, 2024 to Amendment No. 2 Registration Statement on Form F-1 and our prior response letter
filed on December 20, 2024. We have restated your prompts and provided our replies below.

Correspondence
Filed December 20, 2024

Consolidated
Financial Statements, page F-1

1.
Please note the updating requirements under Item 8.A.4 of Form 20-F.

We
have updated the financial statements to include audited financial statements for the fiscal year ended September 30, 2024.

General

2.
We note your response to prior comment 1. Specifically, we note that the “decision to allow the Resale Shareholders to include
shares to be offered for resale was, in part, “made in consideration of needing to meet the public float requirement of $15 million,
as is required to be listed on Nasdaq.” Please include a risk factor explaining that the resale offering is in part occurring to
help you meet listing standards, describe such standards, and address the potential impact it may have on your listing status moving
forward. State that the resale offering could introduce risks such as increased market volatility or downward pressure on your stock
price. Include additional detail regarding the risks of delisting if you are unable to maintain the continued listing requirements of
Nasdaq.

We
have added the requested risk factor on page 24.

3.
Please revise your disclosure to more accurately describe the apparent increase in the stockholders’ holdings that occurred
on October 9, 2024. For example, you currently describe the shareholders as having “subscribed” for additional shares “for
cash at par”; however, your response letters indicate that you effectively engaged in a stock split “to maintain a certain
percentage shareholding by shareholders after an offering in reflection of a valuation analysis” and “in consideration of
needing to meet the public float requirement of $15 million, as is required to be listed on Nasdaq.”

We
have revised our disclosure on page 54 and Alt-6 to clarify as requested, the rationale for the offering structure and that the
issuance of shares was effectively a forward split.

4.
In the resale prospectus, revise to include further detail regarding the manner in which Mr. Cheung and the Resale Shareholders found
each other and came to discuss the potential investment opportunity.

We
have added additional disclosure regarding the nature of the relationship between Mr. Cheung and the Resale Shareholders on page Alt-6.

If
you have any questions regarding this response, please direct them to our counsel David Ficksman at 310-789-1290 or dficksman@troygould.com
or Joilene Wood at 415-305-4651 or jwood@troygould.com.

    Sincerely,

    707
    Cayman Holdings Limited

    /s/
    Cheung Lui

    By:

    Cheung
    Lui

    Chief
    Executive Officer and Executive Director

    cc:
    David
    L. Ficksman

    R.
    Joilene Wood

January 15, 2025
Elvis Cheung
Chief Executive Officer
707 Cayman Holdings Ltd.
5/F., AIA Financial Centre
712 Prince Edward Road East
San Po Kong, Kowloon, Hong Kong
Re:707 Cayman Holdings Ltd.
Amendment No. 2 to Registration Statement on Form F-1
Filed December 20, 2024
File No. 333-281949
Dear Elvis Cheung:
            We have reviewed your amended registration statement and have the following
comment(s).
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments. Unless we note
otherwise, any references to prior comments are to comments in our December 12, 2024
letter.
Correspondence Filed December 20, 2024
Consolidated Financial Statements, page F-1
1.Please note the updating requirements under Item 8.A.4 of Form 20-F.

General
We note your response to prior comment 1. Specifically, we note that the "decision to
allow the Resale Shareholders to include shares to be offered for resale" was, in part,
"made in consideration of needing to meet the public float requirement of $15 million,
as is required to be listed on Nasdaq." Please include a risk factor explaining that the 2.

January 15, 2025
Page 2
resale offering is in part occurring to help you meet listing standards, describe such
standards, and address the potential impact it may have on your listing status moving
forward. State that the resale offering could introduce risks such as increased market
volatility or downward pressure on your stock price. Include additional detail
regarding the risks of delisting if you are unable to maintain the continued listing
requirements of Nasdaq.
3.Please revise your disclosure to more accurately describe the apparent increase in the
stockholders' holdings that occurred on October 9, 2024. For example, you currently
describe the shareholders as having "subscribed" for additional shares "for cash at
par"; however, your response letters indicate that you effectively engaged in a stock
split "to maintain a certain percentage shareholding by shareholders after an offering
in reflection of a valuation analysis" and "in consideration of needing to meet the
public float requirement of $15 million, as is required to be listed on Nasdaq."
4.In the resale prospectus, revise to include further detail regarding the manner in which
Mr. Cheung and the Resale Shareholders found each other and came to discuss the
potential investment opportunity.
            Please contact Amy Geddes at 202-551-3304 or Angela Lumley at 202-551-3398 if
you have questions regarding comments on the financial statements and related
matters. Please contact Jenna Hough at 202-551-3063 or Lilyanna Peyser at 202-551-3222
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:David L. Ficksman

CORRESP
1
filename1.htm

707
Cayman Holdings Ltd

5/F.,
AIA Financial Centre

712
Prince Edward Road East

San
Po Kong, Kowloon, Hong Kong

December
20, 2024

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

Washington,
D.C. 20549

Attention:
Thomas Jones

    Re:
    707
    Cayman Holdings Ltd

    Amendment
    No. 2 Registration Statement on Form F-1 (the “Registration Statement”)

    File
    No. 333-281949

Ladies
and Gentlemen:

We
have received your comments dated December 12, 2024 to Amendment No. 2 Registration Statement on Form F-1 and our prior response letter
filed on November 14, 2024. We have restated your prompts and provided our replies below.

Amendment
No. 2 to Form F-1 filed November 14, 2024

General

    1.
    You
    state in your October 18, 2024 and November 14, 2024 response letters that the Resale Shareholders represented that they purchased
    the shares “for investment intent” and “purchased their shares with no present intent to distribute any shares.”
    However, we note that:

    ●
    the
    Resale Shareholders purchased the shares from JEM, as opposed to investing capital in the company,

    ●

    the
    Resale Shareholders purchased the shares three weeks before the company submitted its draft registration statement,

    ●

    the
Resale Shareholders purchased the shares based in part on an agreement with the company that “they would be permitted to sell their
shares as resale shareholders in our initial public offering,”

    ●

    at
    the time of the purchase, the company negotiated with Goldstone and Long Vehicle to enter into leak-out agreements in anticipation
    of and on “terms to be determined as deemed appropriate at the time of the [initial public] offering,”

    ●

    most
    of the shares being offered for resale by the Resale Shareholders were acquired in October and “not as an additional investment
    into the Company,” and

    ●

    most
    of the shares being offered for resale by the Resale Shareholders were acquired as part of the reorganization, which was undertaken
    in preparation for the initial public offering and resale offering, in which the Resale Shareholders plan to liquidate 100% of their
    holdings.

These
factors suggest that the Resale Shareholders may have had, at the time of purchase, an intent to liquidate their holdings in a
public offering. Please advise.

We
respectfully submit that the Resale Shareholders acquired their shares in the Company on March 19, 2024 and March 20, 2024 and that the
Resale Shareholders did not acquire any additional investment interest in the Company during the reorganization that took place in October.
As  outlined in detail in response to question 2 below, the proportional holdings amongst the shareholders remained exactly the
same and the Resale Shareholders retained the same interest in the Company and made no additional investment in funds as the shares
were issued  at par value.

The
background is as follows: the proposed offering by the Company of 1,750,000 new shares in the IPO was determined based on the valuation
analysis of the Company undertaken in August of 2024 and the proceeds that the Company intended to raise. It was at this time that additional
shares were issued to the existing shareholders of the Company so as to maintain their pro rata percentage in the Company prior to the
IPO and in anticipation of the dilution by the issuance of the 1,750,000 new shares. Otherwise, the issue of the 1,750,000 will
dilute the existing shareholders. This issuance of the new shares was effectively a forward split, as is commonly done prior to
IPOs to maintain a certain percentage shareholding by shareholders after an offering in reflection of a valuation analysis. As
such, we believe that the deemed date of issuance for the shares being offered by the Resale Shareholders was the date the
investment was made, which was March 2024, and not October 2024.

The
rationale for the Resale Shareholders acquiring their shares in the Company from JME was determined by negotiation between the investors
and the Company. The decision to sell shares from JME provided Mr. Cheung with some cash liquidity, which in turn could be lent by JME
to the Company interest free for the payment of fees and expenses in connection with the listing of the Company on Nasdaq. This enabled
the Company to retain its funds for business and working capital requirements and draw on the loan on an as-needed basis. It was
further deemed beneficial to have a more diverse shareholder base, which was accomplished by JME divesting part of its controlling interest
as an affiliate as the shares purchased from JME would be held by the unaffiliated Resale Shareholders.

Discussions
on the acquisition of shares from JME took place several months before the actual date of acquisition of the shares in the Company and
well before the submission of the draft registration statement.
Once the structure of the purchase of shares was determined, the Company, as the parent of the existing operating company, was incorporated,
after which JME was issued its shares in the Company and then the sale by JME to the Resale Shareholders took place. The Resale
Shareholders then formalized their investment in the Company in the weeks prior to the Company submitting the draft registration statement.

We
respectfully note that while there was an understanding that the Resale Shareholders would at some point be in a position to sell
their interest in the Company, it was never contemplated that those shares be part of the underwritten initial public offering. The
decision to allow the Resale Shareholders to include shares to be offered for resale was also made in consideration of needing to
meet the public float requirement of $15 million, as is required to be listed on Nasdaq. By including shares of the Resale
Shareholders in a resale offering, the shares offered for resale can be included in the public float calculation since the Resale
Shareholders are not affiliates. Without having shares in the resale offering, the Company could not meet the public float
requirements. Further, because the shares are being offered solely through the resale offering, there is no certainty of sale, and
since certain of the Resale Shareholders have a lock up arrangement, immediate resale is not  possible, even if there
were buyers that were willing to purchase the shares.

While
the parties discussed the expectation that there would lock up or leak out provisions, the specific terms were not expressly negotiated.
And while the Resale Shareholders did make an investment in the Company in the expectation that at some point they could divest their
shares, there was no certainty as to the timing, nor was there specificity as to the terms, or any assurance that such offering
would ever happen at all, and as such there was significant risk and uncertainty. Further, since the shares are only offered for resale
and not pursuant to an underwritten offering, there is still no such assurance of a disposition of shares.

As
noted above, the investment by the Resale
Shareholders was made in March and no additional investment was made as the shares issued in October were issued for par value and
only issued as part of a reorganization that was effectively a forward split. The Resale Shareholders have held their proportional
interest in the Company for over 9 months and will likely to be closer to 1 year by the time of the actual IPO. We note that
a holder of securities issued in a private placement may resell the securities on a public trading market, after a six-month holding
period, pursuant to Rule 144 and a seller who complies with Rule 144 is deemed not to be an “underwriter” under the
Securities Act of 1933. As the Resale Shareholders have held their shares for over 9 months (as no investment decision or additional
purchase of shares were made after that as the reorganization in October was effectively a forward split), we believe that the
Resale Shareholders are currently eligible to sell their shares pursuant to Rule 144. By including them in the resale offering, the
Company is able to meet the public float requirements and provide a more efficient manner of transfer to the Resale Shareholders,
subject to lock-up and leak out terms.

In
sum, the investment decision was made in March 2024 as the shares issued in October 2024 were pursuant to a forward split as
detailed more in our response to question 2. The agreement to include the resale shares in a resale offering was uncertain in its
terms and assurance, but the inclusion of these shares allows to the Company meet Nasdaq’s public float requirement.

    2.

    We
    note that the “reorganization was undertaken solely for the purpose of ensuring the appropriate number of shares outstanding
    in light of the expected valuation of the public offering.” Please explain how the reorganization impacted or was impacted
    by the valuation of the company.

The
post-IPO valuation was $87.8 million (as was determined in August 2024), which valuation was the basis of how the Company
calculated the number of shares required in the reorganization. The purpose of the reorganization was to align shareholdings of the
Company immediately before and after the IPO to reflect the $87.8 million valuation. Please see below for the detailed analysis:

Assumptions:

    (i)
    Offering
    size of US$10,000,000 for approximately 11.4% of the increased issued share capital of the Company

    (ii)
    Offering
    price of US$4 per share for a total of 2,500,000 shares offered under the offering (comprising 1,750,000 new shares and 750,000
    sale shares from JME)

    (iii)
    Market
    capitalization post-IPO would be US$87,800,000 (based on 21,950,00 total issued shares)

Below
are tables showing how the proportional interests in the Company remained the same before and after the reorganization:

Original
shareholding in the Company prior
to the reorganization

JME
International: 810,000 shares = 81.0%

Harmony
Prime: 49,000 shares = 4.90%

Expert
Core: 49,000 shares = 4.90%

Goldstone:
46,000 shares = 4.60%

Long
Vehicle: 46,000 shares = 4.60%

TOTAL:
1,000,000 shares = 100%

Shareholding
subsequent to reorganization (forward split):-

JME
International: 16,362,000 shares = 81.0%

Harmony
Prime: 989,800 shares = 4.90%

Expert
Core: 989,800 shares = 4.90%

Goldstone:
929,200 shares = 4.60%

Long
Vehicle: 929,200 shares = 4.60%

TOTAL:
20,200,000 shares = 100%

Assuming
the Company sells at $4 per share (the minimum in the range), the valuation at the time of the IPO will be $87,800,000 (21,950,000
shares times $4) with the following post-IPO shareholdings (assuming no shares are sold in the resale):

Shareholding
subsequent to the IPO(taking into
account 750,000 sale shares by JME)

JME
International: 15,612,000 shares = 71.125%

Harmony
Prime: 989,800 shares = 4.509%

Expert
Core: 989,800 shares = 4.509%

Goldstone:
929,200 shares = 4.233%

Long
Vehicle: 929,200 shares = 4.233%

Public:
2,500,000 shares = 11.39%

TOTAL:
21,950,000 shares

    3.

    Further
    describe the circumstances surrounding the Resale Shareholders’ purchase of shares from JEM in March 2024, including which
    parties initiated contact and with whom, how the parties knew of or found each other and the potential investment opportunity, and
    how the Resale Shareholders came to purchase the shares at the same time.

As
indicated in our response to question 1 above, Mr. Cheung believed it would be most appropriate and least financially disruptive to our
business to fund the IPO from the sale of shares by him (through JME) with the subsequent loan by him of the proceeds to the Company.
Accordingly, Mr. Cheung reached out to business contacts to see if they were interested in investing in the Company. As previously replied
to the SEC, the beneficial owners of Harmony Prime and Expert Core have contacts with potential customers and suppliers and Mr. Cheung
believed that the terms made in the sale of shares to them were reasonable and appropriate. For Goldstone and Long Vehicle, it was deemed
more appropriate that their shares be subject to a lock up arrangement. Mr. Cheung has known the beneficial owners of the Resale Shareholders
for some time, from when he was the director and CEO of Season Pacific Holdings Limited, a company which he headed and listed
on the Stock Exchange of Hong Kong nearly a decade ago. The four Resale Shareholders collectively paid a total of approximately US$1,000,000
for their shares. This is the amount Mr. Cheung believed would be required to fund the IPO cost and expenses and as such, Mr.
Cheung pooled the 4 investors together to aggregate the amount needed for the IPO expenses. We note that the Resale Shareholders
made a sizeable investment for the shares not knowing if there would be a successful IPO so they were taking the risk of the investment.
As for the timing of the sales, as also noted in our response to question 1 above, the discussions with the Resale Shareholders
had been ongoing and the sale of shares was finalized at approximately the same time once the paperwork regarding the formation
of the Company was in place.

If
you have any questions regarding this response, please direct them to our counsel David Ficksman at 310-789-1290 or dficksman@troygould.com
or Joilene Wood at 415-305-4651 or jwood@troygould.com.

    Sincerely,

    707
    Cayman Holdings Limited

    /s/
    Cheung Lui

    By:

    Cheung
    Lui

    Chief
    Executive Officer and Executive Director

    cc:
    David
    L. Ficksman

    R.
    Joilene Wood

December 12, 2024
Elvis Cheung
Chief Executive Officer
707 Cayman Holdings Ltd.
5/F., AIA Financial Centre
712 Prince Edward Road East
San Po Kong, Kowloon, Hong Kong
Re:707 Cayman Holdings Ltd.
Amendment No. 2 to Registration Statement on Form F-1
Filed November 14, 2024
File No. 333-281949
Dear Elvis Cheung:
            We have reviewed your amended registration statement and have the following
comment(s).
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments. Unless we note
otherwise, any references to prior comments are to comments in our November 8, 2024 letter.
Amendment No. 2 to Form F-1 filed November 14, 2024
General
You state in your October 18, 2024 and November 14, 2024 response letters that the
Resale Shareholders represented that they purchased the shares "for investment intent"
and "purchased their shares. . . with no present intent to distribute any shares."
However, we note that:

•the Resale Shareholders purchased the shares from JEM, as opposed to investing
capital in the company,
•the Resale Shareholders purchased the shares three weeks before the company
submitted its draft registration statement,1.

December 12, 2024
Page 2
•the Resale Shareholders purchased the shares based in part on an agreement with
the company that "they would be permitted to sell their shares as resale
shareholders in our initial public offering,"
•at the time of the purchase, the company negotiated with Goldstone and Long
Vehicle to enter into leak-out agreements in anticipation of and on "terms to be
determined as deemed appropriate at the time of the [initial public] offering,"
•most of the shares being offered for resale by the Resale Shareholders were
acquired in October and "not as an additional investment into the Company," and
•most of the shares being offered for resale by the Resale Shareholders were
acquired as part of the reorganization, which was undertaken in preparation for
the initial public offering and resale offering, in which the Resale Shareholders
plan to liquidate 100% of their holdings.

These factors suggest that the Resale Shareholders may have had, at the time of
purchase, an intent to liquidate their holdings in a public offering. Please advise.
2.We note that the "reorganization was undertaken solely for the purpose of ensuring
the appropriate number of shares outstanding in light of the expected valuation of the
public offering." Please explain how the reorganization impacted or was impacted by
the valuation of the company.
3.Further describe the circumstances surrounding the Resale Shareholders' purchase of
shares from JEM in March 2024, including which parties initiated contact and with
whom, how the parties knew of or found each other and the potential investment
opportunity, and how the Resale Shareholders came to purchase the shares at the same
time.
            Please contact Amy Geddes at 202-551-3304 or Angela Lumley at 202-551-3398 if
you have questions regarding comments on the financial statements and related
matters. Please contact Jenna Hough at 202-551-3063 or Lilyanna Peyser at 202-551-3222
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:David L. Ficksman

CORRESP
1
filename1.htm

707
Cayman Holdings Ltd

5/F., AIA Financial

Centre
712 Prince

Edward
Road East

San
Po Kong, Kowloon, Hong Kong

November
14, 2024

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

Washington,
D.C. 20549

Attention:
Alyssa Wall

    Re:
    707
    Cayman Holdings Ltd (the “Company”)

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

    File
    Number 333-281949

Ladies
and Gentlemen:

We
have set forth below responses to the comment of the staff (the “Staff”) of the Securities and Exchange Commission
contained in its letter of November 8, 2024 with respect to the Company’s Registration Statement, as noted above.

For
your convenience, the text of the Staff’s comment is set forth below in italics, followed by the Company’s response. Please
note that all references to page numbers in the responses are references to the page numbers in the Amendment No. 1 to the Registration
Statement that was filed on October 18, 2024 (the “Registration Statement”). We have not filed a corresponding amendment
as we believe that our letter is responsive to the questions raised. Defined terms used herein have the same meaning as attributed to
them in the Registration Statement.

Amendment
No. 1 to Form F-1 filed October 18, 2024

Unaudited
Condensed Combined and Consolidated Financial Statements

Notes
to Condensed Combined and Consolidated Financial Statements

Note
1 - Business Overview and Basis of Presentation

Reorganization,
page F-6

 1. It
                                            appears from your disclosure that on October 9, 2024, your current shareholders purchased
                                            an additional 19,200,000 ordinary shares for $19,200. Please tell us how you determined this
                                            issuance of shares should be accounted for on a retrospective basis and cite the specific
                                            authoritative literature you utilized to support your accounting treatment. It appears these
                                            shares represent an issuance to increase your outstanding equity prior to the completion
                                            of the IPO and do not appear to be related to the shares that were exchanged to complete
                                            the business combination transaction between the Company, Beta Alpha and 707IL Hong Kong.

As
the part of the reorganization, we completed a share swap transaction on August 26, 2024 whereby the entire share capital of 707IL was
transferred to Beta Alpha resulting in our Group being comprised of Beta Alpha and 707IL as our direct and indirect wholly-owned subsidiaries,
respectively. Immediately following the share swap transaction, we increased the number of ordinary shares in proportion to the current
shareholders by issuing the additional 19,200,000 ordinary shares, at par value to the respective shareholders, which was completed on
October 9, 2024. The increase of share numbers at par value (so-called as “nominal issuances”) is considered as a change
in share/capital structure in the same manner as shares issued in a stock split or a recapitalization effected.

Under
SAB Topic 4.C, a change in a registrant’s capital structure occurring after the date of the latest reported balance sheet, but
before the issuance of the financial statements or the effective date of the registration statement, whichever is later, should be given
retroactive effect on the balance sheet. Similarly, ASC 260-10-55-12 requires retrospective presentation and disclosure of such changes
in capital structure in the calculation of earnings per share.

 2. We
                                            note your response to prior comment 3 and reissue it. In this regard, we note that the response
                                            discusses only the small portion of the Resale Shares that the Resale Shareholders purchased
                                            from JME on March 20, 2024, and not the much larger portion of the Resale Shares that the
                                            Resale Shareholders purchased from the company on October 9, 2024. We also note that the
                                            Resale Shares purchased on October 9, 2024 were purchased “for the purpose and preparation
                                            of the offering.”

On
March 19, 2024, Goldstone and Long Vehicle each purchased 46,000 from JME, and on March 20, 2024, Harmony Prime and Expert
Core each purchased 49,000 shares from JME. As part of the reorganisation that took place on October 9, 2024, each of the existing
shareholders, namely, JME, Goldstone, Long Vehicle, Harmony Prime and Expert Core were allotted and issued, respectively, 15,552,000
shares, 883,200 shares, 883,200 shares, 940,800 shares and 940,800 shares for cash at par (see the table below). This allotment and issuance
were conducted on pro rata basis and for the purpose of the reorganizing the shareholding structure of the intended offering and pricing
estimates as well as taking into account the dilution as a part of the offering. There was no change to the proportionate percentages
of ownership held by each shareholder.

    Shareholders
    Shareholding as of

                                                                  March 19, 2023

    Shares Alloted on

                                                                              October 9, 2024

    Total Current

                                                                              Shareholding

    JME
    810,000
    81.0%
      15,552,000
    81.0%
      16,362,000

    Harmony Prime
    49,000
    4.9%
      940,800
    4.9%
      989,800

    Expert Core
    49,000
    4.9%
      940,800
    4.9%
      989,800

    Goldstone
    46,000
    4.6%
      883,200
    4.6%
      929,200

    Long Vehicle
    46,000
    4.6%
      883,200
    4.6%
      929,200

      TOTAL

      20,200,000

The
reorganization was undertaken solely for the purpose of ensuring the appropriate number of shares outstanding in light of the expected
valuation of the public offering and not as an additional investment into the Company. As noted in our response to question 1 above,
we respectfully submit that the increase of share numbers issued at par value (so-called as “nominal issuances”) is considered
as a change in share/capital structure in the same manner as shares issued in a stock split or a recapitalization effected. The increase
of share numbers at par value was a “nominal issuance” solely done as part of a reorganization to align with the expected
valuation of the Company in anticipation of the upcoming offering, and was not an issuance done in connection with an additional investment
in the Company.

 3. Please
                                            clarify the circumstances regarding the agreement that the Resale Shareholders “would
                                            be permitted to sell those [Resale Shares] in a resale prospectus,” including with
                                            whom the Resale Shareholders made such an agreement and why a registration rights agreement
                                            was not entered into.

 It was a commercially
agreed term at the time of issuance that the shares acquired by Harmony Prime and Expert Core would have no restrictions and that
the Company would seek to include them in a resale at the time of the public offering. The Company was willing to make this
agreement on the basis that the principals of Harmony Prime and Expert Core have contacts with potential customers and suppliers.
Goldstone and Long Vehicle negotiated separate terms, and a condition of the purchase of these shares is that these shares would be
subject to certain lock up and leak out terms to be determined as deemed appropriate at the time of the offering. The Resale
Shareholders did not require formal documentation of these rights through a Registration Rights Agreement.

 4. We
                                            note that the company engaged in private placements on October 9, 2024. Please provide an
                                            analysis as to whether such private placements are required to be integrated with the offering
                                            registered on the Form F-1 and why.

As
noted in our response number 2 above, we respectfully advise that the October 9 transaction was not a private placement, but rather a
reorganization where shareholdings were proportionally increased by all existing shareholders. No meaningful investment was made in the
Company as the only amount paid was nominal par value contribution for the respective shares acquired.

If
you have any questions regarding this response, please direct them to our counsel David Ficksman at 310-789-1290 or dficksman@ troygould.com
or Joilene Wood at 415-305-4651 or jwood@troygould.com.

    Sincerely,

    707
    Cayman Holdings Limited

    /s/
    Cheung Lui

    By:
    Cheung
    Lui

    Chief
    Executive Officer and Executive Director

cc: David L. Ficksman

R.
Joilene Wood

November 8, 2024
Elvis Cheung
Chief Executive Officer
707 Cayman Holdings Ltd.
5/F., AIA Financial Centre
712 Prince Edward Road East
San Po Kong, Kowloon, Hong Kong
Re:707 Cayman Holdings Ltd.
Amendment No. 1 to Registration Statement on Form F-1
Filed October 18, 2024
File No. 333-281949
Dear Elvis Cheung:
            We have reviewed your amended registration statement and have the following
comment(s).
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments. Unless we note
otherwise, any references to prior comments are to comments in our September 30, 2024
letter.
Amendment No. 1 to Form F-1 filed October 18, 2024
Unaudited Condensed Combined and Consolidated Financial Statements
Notes to Condensed Combined and Consolidated Financial Statements
Note 1 - Business Overview and Basis of Presentation
Reorganization, page F-6
It appears from your disclosure that on October 9, 2024, your current shareholders
purchased an additional 19,200,000 ordinary shares for $19,200.  Please tell us how
you determined this issuance of shares should be accounted for on a retrospective
basis and cite the specific authoritative literature you utilized to support your
accounting treatment. It appears these shares represent an issuance to increase your 1.

November 8, 2024
Page 2
outstanding equity prior to the completion of the IPO and do not appear to be related
to the shares that were exchanged to complete the business combination transaction
between the Company, Beta Alpha and 707IL Hong Kong.
General
2.We note your response to prior comment 3 and reissue it. In this regard, we note that
the response discusses only the small portion of the Resale Shares that the Resale
Shareholders purchased from JME on March 20, 2024, and not the much larger
portion of the Resale Shares that the Resale Shareholders purchased from the
company on October 9, 2024. We also note that the Resale Shares purchased on
October 9, 2024 were purchased "for the purpose and preparation of the offering."
3.Please clarify the circumstances regarding the agreement that the Resale Shareholders
"would be permitted to sell those [Resale Shares] in a resale prospectus," including
with whom the Resale Shareholders made such an agreement and why a registration
rights agreement was not entered into.
4.We note that the company engaged in private placements on October 9, 2024. Please
provide an analysis as to whether such private placements are required to be
integrated with the offering registered on the Form F-1 and why.
            Please contact Amy Geddes at 202-551-3304 or Angela Lumley at 202-551-3398 if
you have questions regarding comments on the financial statements and related
matters. Please contact Jenna Hough at 202-551-3063 or Lilyanna Peyser at 202-551-3222
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:David L. Ficksman

CORRESP
1
filename1.htm

707
Cayman Holdings Ltd

 5/F., AIA Financial

Centre
712 Prince

Edward
Road East

San
Po Kong, Kowloon, Hong Kong

October
18, 2024

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

Washington,
D.C. 20549

Attention:
Alyssa Wall

  Re:
  707 Cayman Holdings Ltd (the “Company”)

  Registration
Statement on Form F-1

  File Number 333-281949

Ladies
and Gentlemen:

We
have set forth below responses to the comment of the staff (the “Staff”) of the Securities and Exchange Commission
contained in its letter of September 30, 2024 with respect to the Company’s Registration Statement, as noted above.

For
your convenience, the text of the Staff’s comment is set forth below in italics, followed by the Company’s response. Please
note that all references to page numbers in the responses are references to the page numbers in the Amendment No. 1 to the Registration
Statement submitted concurrently with the submission of this letter in response to the Staff’s comment.

Form
F-1 filed September 5, 2024

Implications
of Being a “Controlled Company”, page 6

  1.
  We note your disclosure
  here that JME will be the beneficial owner of 15,612,000 ordinary shares or 71.13% of the issued and outstanding ordinary shares after
  the completion of the offering. This appears to be inconsistent with the disclosure on the cover page which states JME will be the
  beneficial owner of 30,310,000 ordinary shares or 73.19% and the disclosure on page 26 which states JME will be the beneficial owner
  of 20,310,000 ordinary shares or 73.19%. Please clarify or revise.:

We
have revised the cover page and page 26 to conform the disclosure and clarify that JME will be the beneficial owner of 15,612,000 ordinary
shares after completion of the offering.

The
Offering, page 9

 2. We
                                            note your disclosure here that there are 20,200,000 issued and outstanding ordinary shares
                                            prior to the offering. This appears to be inconsistent with the disclosure in the financial
                                            statements on page F-2 which states there are 999,999 ordinary shares issued and outstanding.
                                            Please clarify or revise

We
respectfully advise the Staff that the disclosure on page F-2 referred to the ordinary shares issued and outstanding as of the date of
the financials. The 20,200,000 refers to the shares outstanding prior to the offering after reflecting a restructuring of the capitalization
of the Company, which was affected on October 9, 2024. The disclosure on F-2 has been updated accordingly.

General

    3. Please
                                            provide us with a detailed analysis as to why the proposed secondary offering is not an indirect
                                            primary offering on your behalf and thus appropriate to characterize the transaction as a
                                            valid secondary offering under Securities Act Rule 415(a)(1)(i). Refer to and discuss in
                                            your response Securities Act Rules Compliance and Disclosure Interpretation 612.09. Among
                                            other relevant issues, discuss in your response why you are registering the resale offering
                                            simultaneously with the primary offering, how you determined the number of ordinary shares
                                            being registered in connection with the resale offering, how and when the Resale Shareholders
                                            were selected to participate in the resale offering including which party(ies) initiated
                                            contact regarding the potential resale transaction, why it was decided that the Resale Shareholders
                                            would not be subject to lockup arrangements and whether the underwriter sought to have them
                                            subjected to lock-up arrangements, and why the availability of a set of resale shares larger
                                            than the size of the primary offering for offer and sale into the market once trading commences
                                            does not create concern for the underwriters’ ability to facilitate the creation of
                                            a public market. Also disclose the exemption pursuant to which the Resale Shareholders received
                                            their shares, and whether each Resale Shareholder and the person that controls it has had
                                            any position, office or other material relationship with JEM within the past three years.
                                            Also clarify what you mean when you say that each Resale Shareholder acquired the shares
                                            to be resold “from allotment from the Company for cash.” Finally, we note that
                                            the Resale Shareholders subscribed for shares “for the purpose and preparation of the
                                            offering.” Please describe in further detail the nature of this transaction, when/how
                                            shares were issued, and whether such shares are included in the Resale Shareholders’
                                            current holdings.

We
respectfully submit that for the reasons more fully set forth below, the offering of the resale shares by the Resale Shareholders is
not an indirect primary offering and is appropriately characterized as a secondary offering that is eligible to be made under Securities
Act Rule 415(a)(1)(i). The Company has reviewed the guidance set forth in Securities Act Rules, Compliance and Disclosure Interpretations,
question 612.09 (“CD&I; 612.09”) that identified six factors to be considered in determining whether a purported secondary
offering is really a primary offering. Set forth below is a brief description of the background of the underlying transactions and an
analysis of the six factors described in CD&I; 612.09.

As
background, we were incorporated in the Cayman Islands on February 2, 2024 under the Companies Act as an exempted company with limited
liability. Following incorporation, our share capital was held 100% by JME International Holdings (“JME”) as to 999,999 Ordinary
Shares. On March 19, 2024, Goldstone Capital Limited (“Goldstone”) and Long Vehicle Capital Limited (“Long Vehicle”)
acquired 46,000 and 46,000 Ordinary Shares from JME, representing 4.60% and 4.60% of the entire issued share capital of our Company,
respectively, and on March 20, 2024, Expert Core Enterprises Limited (“Expert Core”) and Harmony Prime Limited (“Harmony
Prime”) acquired from JME 49,000 and 49,000 Ordinary Shares, representing 4.90% and 4.90%, respectively, of the entire issued share
capital of our Company. On August 26, 2024, one Ordinary Share was allotted and issued to JME in consideration of Mr. Cheung transferring
our Hong Kong operating entity 707 International Limited (“707IL”) to our group of companies (“Group”). We completed
a reorganization on August 26, 2024 whereby the entire share capital of 707IL was transferred to Beta Alpha Holdings Limited (“Beta
Alpha”) resulting in our Group being comprised of Beta Alpha and 707IL as our direct and indirect wholly-owned subsidiaries, respectively.
Goldstone, Long Vehicle, Expert Core and Harmony Prime are each a “Resale Shareholder.”

How
long the stockholders have held the shares. Each of Goldstone and Long Vehicle acquired 46,000 shares in the Company on March 19,
2024 for approximately US$254,800 and each of Harmony Prime and Expert Core acquired 49,000 shares in the Company on March 20, 2024 for
approximately US$267,000, paying the full purchase price for their interests in the Company and bearing the full investment risk of holding
the shares. There was no certainty that there would be a successful public offering, meaning they would be minority shareholders in a
private company. For this risk, it was agreed with the Resale Shareholders that they would be permitted to sell their shares as resale
shareholders in our initial public offering (the “Resale Shares”). CD&I 116.19 and CD&I 139.11 contemplate that a
valid secondary offering could occur immediately following the closing of the PIPE with no minimum holding period in the event the Company
has completed the private placement of all of the securities it is registering and the investor is at market risk at the time of filing
of the resale registration statement. Since there is no mandatory holding period that must be overcome for a PIPE transaction to be followed
by a valid secondary offering and the Resale Shareholders were at market risk when they acquired their Ordinary Shares, and given that
they have held these shares for more than six months, it is respectfully submitted, when taken as a whole, the Ordinary Shares proffered
for resale by the Resale Shareholders should be sufficient for a valid secondary offering.

Circumstances
in which the stockholders receive their shares. Each of the Resale Shareholders acquired their shares in a sale and purchase transaction
exempt from the registration requirements of the Securities pursuant to Section 4(a)(2) thereunder. Each selling security holder
made standard and customary investment representations, including: (i) purchase for investment intent with no present intention to distribute
any of the securities; (ii) acknowledgment that the shares could only be sold in compliance with the registration requirements of the
Securities Act or the availability of an exemption therefrom; and (ii) their ability to bear the economic risk of an investment in the
Company’s securities for an indefinite period of time. The full purchase price for the securities was paid at the time of the acquisitions.
The Resale Shareholders have taken full investment risk with respect to the securities with no certainty of an exit strategy or avenue,
on market or at all. The facts do not support a conclusion that the Resale Shareholders acquired the securities for the purpose of distributing
them on behalf of the Company. By contrast, the Resale Shareholders purchased their shares in a bona-fide private placement transaction
with customary investment and private placement representations with no present intent to distribute any shares to any person. The fact
that these shareholders have held their shares for more than six months provides further support for the position that they are not acting
as an underwriters or conduit for the sale of shares from the Company to be public.

The
stockholders’ relationship to the Company. The Resale Shareholders are not acting on behalf of the Company with respect to
the public resale of the shares and have no contractual, legal or other relationship with the Company with respect to the timing and
amount of resales of such shares. Moreover, the Resale Shareholders did not acquire the resale shares from the Company with a view of
distributing the securities as disclosed below.

The
amount of shares involved. No shares have been sold by any of the Resale Shareholders since their bona fide initial acquisition close
to seven months ago and have borne the market risk of these shares since then. The Resale Shares registered for resale by each of the
Resale Shareholders represent less than 4.60% of the Company. Moreover, Goldstone and Long Vehicle are subject to lock up and leak out
agreements as further disclosed on pages 106 and 107 of the prospectus. The Commission has historically been concerned about the distribution
of “toxic” convertible securities with floating conversion prices or transactions involving deferred payment of purchase
price by short-term investors seeking immediate resale of shares, such that the initial purchasers were not at market risk and public
shareholders were subject to substantial dilution and often substantial reductions in trading prices. In the transactions at issue, the
Resale Shareholders purchased their securities at fair market value and have held them for more than six months. The volume of shares
registered, standing alone, should not lead to the conclusion that the secondary transaction is a primary offer on behalf of the Company.
For example, in its response to Securities Act Forms, Compliance and Disclosure Interpretations, question 612.12 the Staff permitted
affiliates to effect a block sale of 73% of the issued outstanding shares of the issuer under Rule 415(a)(1)(i). This interpretation
makes clear that volume of shares, standing alone, does not convert a secondary transaction into a primary offering.

Whether
the stockholders are in the business of underwriting securities. To the Company’s knowledge, none of the Resale Shareholders
is in the business of underwriting securities nor are they broker dealers; rather, we understand that they are entities that make private
equity investments and the facts and circumstances support the conclusion that the Resale Shareholders are long-term investors who did
not purchase the securities with a view to further distribution. Similarly, the Company is not aware of any evidence that would point
to the fact that the Resale Shareholders had any plan to act in concert with a third party to effect a distribution of the Resale Shares.
Rule 100 of Regulation M defines a “distribution” as “an offering of securities, whether or not subject to registration
under the Securities Act, that is distinguished from ordinary trading transactions by the magnitude of the offering and the presence
of special selling efforts and selling methods”. The Company is not aware of any evidence that would suggest that any such special
selling efforts or selling methods (such as investor presentations or road shows) by or on behalf of the Resale Shareholders have or
are currently intended to take place if the draft registration statement on Form F-1 and resale prospectus are eventually declared effective.

Whether
under all the circumstances it appears that the seller is acting as a conduit for the issuer. Based on the forgoing analysis, the
Company respectfully submits that the facts and circumstances surrounding the investments in the Company as it began to prepare for its
initial public offering and the registration of the resale of the shares at issue do not support the conclusion that the Resale Shareholders
are acting as underwriters or as a conduit for the Company. The Company will not receive any proceeds from the sale of Resale Shares
by any Resale Shareholders. The proceeds from the sale of shares will be used by each Resale Shareholder for its own purposes. The shares
were acquired in an exempted private transaction in which the Resale Shareholders paid the full purchase price for the shares at the
time of the sale, did not acquire their shares with a view to distribution and undertook the full economic risk of ownership of Company’s
securities from the date of purchase. Similarly, the Resale Shareholders have not entered into any agreement, nor is any agreement being
contemplated, whereby they would serve as underwriters in connection with this offering and thus should not be viewed as “statutory
underwriters” in connection with this offering. The decision to offer shares in the resale offering was made by each Resale Shareholder
and not by the Company. Based on the foregoing, we respectfully submit that the resale transaction covered by the resale prospectus is
a secondary offering by the Resale Shareholders permitted under Securities Act Rule 415(a)(1)(i) and not a primary offering by the Company.

As
to the additional questions raised, the Company respectfully submits that:

 (i) t

September 30, 2024
Elvis Cheung
Chief Executive Officer
707 Cayman Holdings Ltd.
5/F., AIA Financial Centre
712 Prince Edward Road East
San Po Kong, Kowloon, Hong Kong
Re:707 Cayman Holdings Ltd.
Registration Statement on Form F-1
Filed September 5, 2024
File No. 333-281949
Dear Elvis Cheung:
            We have reviewed your amended registration statement and have the following
comment(s).
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our August 23, 2024 letter.
Form F-1 filed September 5, 2024
Implications of Being a "Controlled Company", page 6
1.We note your disclosure here that JME will be the beneficial owner of 15,612,000
ordinary shares or 71.13% of the issued and outstanding ordinary shares after the
completion of the offering. This appears to be inconsistent with the disclosure on the
cover page which states JME will be the beneficial owner of 30,310,000 ordinary shares
or 73.19% and the disclosure on page 26 which states JME will be the beneficial owner of
20,310,000 ordinary shares or 73.19%. Please clarify or revise.
The Offering, page 9
We note your disclosure here that there are 20,200,000 issued and outstanding ordinary
shares prior to the offering.  This appears to be inconsistent with the disclosure in the 2.

September 30, 2024
Page 2
financial statements on page F-2 which states there are 999,999 ordinary shares issued and
outstanding.  Please clarify or revise.
General
3.Please provide us with a detailed analysis as to why the proposed secondary offering is
not an indirect primary offering on your behalf and thus appropriate to characterize the
transaction as a valid secondary offering under Securities Act Rule 415(a)(1)(i). Refer to
and discuss in your response Securities Act Rules Compliance and Disclosure
Interpretation 612.09. Among other relevant issues, discuss in your response why you are
registering the resale offering simultaneously with the primary offering, how you
determined the number of ordinary shares being registered in connection with the resale
offering, how and when the Resale Shareholders were selected to participate in the resale
offering including which party(ies) initiated contact regarding the potential resale
transaction, why it was decided that the Resale Shareholders would not be subject to lock-
up arrangements and whether the underwriter sought to have them subjected to lock-up
arrangements, and why the availability of a set of resale shares larger than the size of the
primary offering for offer and sale into the market once trading commences does not
create concern for the underwriters' ability to facilitate the creation of a public market.

Also disclose the exemption pursuant to which the Resale Shareholders received their
shares, and whether each Resale Shareholder and the person that controls it has had any
position, office or other material relationship with JEM within the past three years. Also
clarify what you mean when you say that each Resale Shareholder acquired the shares to
be resold "from allotment from the Company for cash."

Finally, we note that the Resale Shareholders subscribed for shares "for the purpose and
preparation of the offering." Please describe in further detail the nature of this transaction,
when/how shares were issued, and whether such shares are included in the Resale
Shareholders' current holdings.
4.We note your disclosure on page ALT-7 that the Resale Shareholders may sell their
securities by means of "purchases by a broker-dealer as principal and resale by the broker-
dealer for its account." Please confirm your understanding that the sale by a Resale
Shareholder by such means would constitute a material change to your plan of distribution
requiring a post-effective amendment.  Refer to your undertaking provided pursuant to
Item 512(a)(1)(iii) of Regulation S-K.

September 30, 2024
Page 3
            Please contact Amy Geddes at 202-551-3304 or Angela Lumley at 202-551-3398 if you
have questions regarding comments on the financial statements and related matters. Please
contact Jenna Hough at 202-551-3063 or Lilyanna Peyser at 202-551-3222 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:David L. Ficksman

CORRESP
1
filename1.htm

707
Cayman Holdings Ltd

5/F.,
AIA Financial Centre

712
Prince Edward Road East

San
Po Kong, Kowloon, Hong Kong

September
5, 2024

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

Washington,
D.C. 20549

Attention:
Alyssa Wall

    Re:
    707
    Cayman Holdings Ltd (the “Company”)

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

    CIK
    No. 0002018222

Ladies
and Gentlemen:

We
have set forth below responses to the comment of the staff (the “Staff”) of the Securities and Exchange Commission
contained in its letter of August 23, 2024 with respect to the Company’s Draft Registration Statement, as noted above.

For
your convenience, the text of the Staff’s comment is set forth below in italics, followed by the Company’s response. Please
note that all references to page numbers in the responses are references to the page numbers in F-1 to the Registration Statement
submitted concurrently with the submission of this letter in response to the Staff’s comment.

Draft
Registration Statement submitted August,5, 2024

General

 1. We
                                            note your revised disclosure pursuant to comment 2 and reissue in part. Please revise
                                            the resale prospectus cover page to discuss your status as a controlled company:

We
have revised the resale prospectus cover page to update the disclosure, as requested.

If
you have any questions regarding this response, please direct them to our counsel David Ficksman at 310-789-1290 or dficksman@troygould.com
or Joilene Wood at 415-305-4651 or jwood@troygould.com.

    Sincerely,

    707
    Cayman Holdings Limited

    /s/
    Cheung Lui

    By:

    Cheung
    Lui

    Chief
    Executive Officer and Executive Director

    cc:
    David
    L. Ficksman

    R.
    Joilene Wood

August 23, 2024
Elvis Cheung
Chief Executive Officer
707 Cayman Holdings Ltd.
5/F., AIA Financial Centre
712 Prince Edward Road East
San Po Kong, Kowloon, Hong Kong
Re:707 Cayman Holdings Ltd.
Amendment No. 3 to Draft Registration Statement on Form F-1
Submitted August 5, 2024
CIK No. 0002018222
Dear Elvis Cheung:
            We have reviewed your amended draft registration statement and have the following
comment(s).
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on EDGAR.
If you do not believe a comment applies to your facts and circumstances or do not believe an
amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, any references to prior comments are to comments in our
July 31, 2024 letter.
Draft Registration Statement submitted August 5, 2024
General
1.We note your revised disclosure pursuant to comment 2 and reissue in part. Please revise
the resale prospectus cover page to discuss your status as a controlled company.
            Please contact Amy Geddes at 202-551-3304 or Angela Lumley at 202-551-3398 if you
have questions regarding comments on the financial statements and related matters. Please
contact Jenna Hough at 202-551-3063 or Lilyanna Peyser at 202-551-3222 with any other
questions.

August 23, 2024
Page 2
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:David L. Ficksman

July 31, 2024
Elvis Cheung
Chief Executive Officer
707 Cayman Holdings Ltd.
5/F., AIA Financial Centre
712 Prince Edward Road East
San Po Kong, Kowloon, Hong Kong
Re:707 Cayman Holdings Ltd.
Amendment No. 2 to Draft Registration Statement on Form F-1
Submitted July 17, 2024
CIK No. 0002018222
Dear Elvis Cheung:
            We have reviewed your amended draft registration statement and have the following
comment(s).
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on EDGAR.
If you do not believe a comment applies to your facts and circumstances or do not believe an
amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, any references to prior comments are to comments in our
June 17, 2024 letter.
Draft Registration Statement filed July 17, 2024
Related Party Transcations, page 89
1.We note your revised disclosure pursuant to comment 6 that the transactions in this
section are as of the date of the prospectus. However, we also note your disclosure that
this section discloses transactions entered into for, among other time periods, the six
months ended March 31, 2024. Please revise to reconcile this disclosure and provide the
required disclosure as of the date of the prospectus.
General
We note your revised disclosure pursuant to comment 9 and reissue in part. Please revise 2.

July 31, 2024
Page 2
the prospectus cover pages of the primary and resale prospectuses so that they convey the
same disclosures. In this regard:
•revise the resale prospectus cover page to contain disclosure regarding your status as
a controlled company;
•revise the resale prospectus cover page to disclose the payor and payee of the special
dividend;
•revise the primary offering prospectus cover page to identify that 707 Cayman
Holdings Limited, your Cayman Islands company, is the entity reliant on dividend
payments, and to name Beta Alpha Holdings Limited, a BVI company, as the
intermediary subsidiary; and
•revise the primary offering prospectus cover page to describe, as you do on the resale
prospectus cover page, the restrictions on fund transfers in the various jurisdictions in
which you operate.

3.We note your statement on the cover page and on page 2 that "to the extent we
inadvertently conclude that we do need permission or approval from the PRC...." It
appears that that statement should be revised to say "to the extent we inadvertently
conclude that we do  not need permission or approval..." (emphasis added). Please revise
or advise.
4.We note your disclosure on page ALT-6 that the Resale Shareholders may sell their
securities in purchases by a broker-dealer as principal and resale by the broker-dealer for
its account. Please confirm your understanding that the sale by a Resale Shareholder in
such a manner would constitute a material change to your plan of distribution requiring a
post-effective amendment.  Refer to your undertaking provided pursuant to Item
512(a)(1)(iii) of Regulation S-K.
            Please contact Amy Geddes at 202-551-3304 or Angela Lumley at 202-551-3398 if you
have questions regarding comments on the financial statements and related matters. Please
contact Jenna Hough at 202-551-3063 or Lilyanna Peyser at 202-551-3222 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:David L. Ficksman

United States securities and exchange commission logo
June 17, 2024
Elvis Cheung
Chief Executive Officer
707 Cayman Holdings Ltd.
5/F., AIA Financial Centre
712 Prince Edward Road East
San Po Kong, Kowloon, Hong Kong
Re:707 Cayman Holdings Ltd.
Amendment No. 1 to Draft Registration Statement on Form F-1
Submitted May 21, 2024
CIK No. 0002018222
Dear Elvis Cheung:
            We have reviewed your amended draft registration statement and have the following
comment(s).
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. If you do not believe a comment applies to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, any references to prior comments are to comments in our
May 8, 2024 letter.
Amendment No. 1 to Draft Registration Statement on Form F-1 Submitted on May 21, 2024
Cover Page
1.We note your revised disclosure in reponse to comment 1 regarding PRC regulations
relating to data security and anti-monopoly concerns. Please further revise to discuss how
Hong Kong regulatory actions related to data security and anti-monopoly concerns have
or may impact your ability to conduct your business, accept foreign investment or list on a
U.S./foreign exchange. Please also similarly revise the resale prospectus cover page.
Prospectus Summary, page 1
2.Please state here, as you do on the cover page, that to the extent you inadvertently

 FirstName LastNameElvis Cheung
 Comapany Name707 Cayman Holdings Ltd.
 June 17, 2024 Page 2
 FirstName LastNameElvis Cheung
707 Cayman Holdings Ltd.
June 17, 2024
Page 2
conclude that we do need PRC permissions or approvals, or the laws or regulations change
requiring approvals or permissions, you may be subject to penalties or be unable to
operate your business or offer your Ordinary Shares as planned.
Risk Factors, page 11
3.Your response indicates that you have revised your disclosure in response to comment 16,
but we cannot locate such revised disclosure. Please revise or advise.
Risk Factors
We have a loan outstanding...., page 13
4.Please further revise this risk factor to address the risks associated with having a loan from
the individual that is your controlling shareholder, executive director and chief executive
officer, or advise.
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
38
5.Your response indicates that on page 46 you quantified the manner in which your sales
were impacted by supply chain trends, however we cannot locate this disclosure. Please
revise or advise.
Related Party Transactions, page 79
6.Please revise this section to include disclosure through the date of the prospectus, as
opposed to for only the financial periods identified. Refer to Item 7.B of Form 20-F.
Underwriting, page 95
7.Please revise this section, and elsewhere throughout the prospectus as necessary, to reflect
the fact that JME also will sell shares in the primary offering. As examples only, it
appears that statements such as "[w]e have entered into an underwriting agreement with
Eddid" and "subject to their acceptance of the Ordinary Shares from us" should be revised.
Notes to Combined Financial Statements
Note 2 - Summary of Significant Accounting Policies
Foreign Currency Transaction, page F-8
8.We have reviewed your response to prior comment 28 noting it does not appear to address
our comment.  We note from your response and from the disclosure on page 39 that most
of your business transactions in sales and purchases are denominated in US dollar and
your functional currency is the Hong Kong dollar. Please provide the disclosures required
under ASC 830-20-45-1 for transaction gains or losses.

 FirstName LastNameElvis Cheung
 Comapany Name707 Cayman Holdings Ltd.
 June 17, 2024 Page 3
 FirstName LastName
Elvis Cheung
707 Cayman Holdings Ltd.
June 17, 2024
Page 3
General
9.Please revise the prospectus cover pages of the primary and resale prospectuses so that
they convey the same disclosures regarding China-based issuers. In this regard:
•revise the resale prospectus cover page to contain disclosure regarding China’s
Enterprise Tax Law, the Comprehensive Double Taxation Arrangement, and your
status as a controlled company;
•revise the resale prospectus cover page to disclose the amount, payor and payee of the
special dividend;
•revise the primary offering prospectus cover page to identify that 707 Cayman
Holdings Limited, your Cayman Islands company, is the entity reliant on dividend
payments, and to name the intermediary subsidiary; and
•revise the primary offering prospectus cover page to describe the restrictions on
transfers in the various jurisdictions in which you operate;.
10.We note your statements that funds may not be available to fund operations outside of the
PRC due to restrictions on the ability of your subsidiaries to transfer cash. Please revise to
also state that such funds may not be available to fund operations outside of Hong Kong.
11.Where you reference being advised by counsel, please identify counsel and the
country(ies) about whose laws it advised you.
12.We note your response to comment 27. As requested, please revise to disclose the
exemption used when the selling shareholders purchased their shares from JME in March
2024. In addition, we note that the revised disclosure addresses positions, offices and
material relationships between each selling shareholder and the company; as requested,
please revise to also address any positions, offices and material relationships between each
selling shareholder and any predecessor or affiliate of the company (including JME).
Finally, please acknowledge your understanding that we may have additional comments
regarding the resale offering once you provide further information in your filing, including
regarding your capitalization and the sizes of the offerings.
            Please contact Amy Geddes at 202-551-3304 or Angela Lumley at 202-551-3398 if you
have questions regarding comments on the financial statements and related matters. Please
contact Jenna Hough at 202-551-3063 or Lilyanna Peyser at 202-551-3222 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       David L. Ficksman

United States securities and exchange commission logo
May 8, 2024
Elvis Cheung
Chief Executive Officer
707 Cayman Holdings Ltd.
5/F., AIA Financial Centre
712 Prince Edward Road East
San Po Kong, Kowloon, Hong Kong
Re:707 Cayman Holdings Ltd.
Draft Registration Statement on Form F-1
Submitted April 9, 2024
CIK No. 0002018222
Dear Elvis Cheung:
            We have reviewed your draft registration statement and have the following comment(s).
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. If you do not believe a comment applies to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional comments.
Draft Registration Statement on Form F-1 filed April 9, 2024
Cover Page
1.Please revise to discuss how regulatory actions related to data security and anti-monopoly
concerns in Hong Kong have or may impact your ability to conduct your business, accept
foreign investment or list on a U.S./foreign exchange. Please also similarly revise the
resale prospectus cover page.
2.Provide a description of how cash is transferred through your organization and disclose
your intentions to distribute earnings. State whether any transfers, dividends, or
distributions have been made to date between the holding company, its subsidiaries, or to
investors, and quantify the amounts where applicable. Please also similarly revise the
resale prospectus cover page.
3.Please  amend your disclosure here and in the summary risk factors and risk factors

 FirstName LastNameElvis Cheung
 Comapany Name707 Cayman Holdings Ltd.
 May 8, 2024 Page 2
 FirstName LastNameElvis Cheung
707 Cayman Holdings Ltd.
May 8, 2024
Page 2
sections to state that, to the extent cash in the business is in the Hong Kong or a Hong
Kong entity, the funds may not be available to fund operations or for other use outside of
Hong Kong due to interventions in or the imposition of restrictions and limitations on the
ability of you or your subsidiaries by the PRC government to transfer cash. On the cover
page, provide cross-references to these other discussions. Further, discuss whether there
are limitations on your ability to transfer cash between you, your subsidiaries, or
investors. Provide a cross-reference to your discussion of this issue in your summary,
summary risk factors, and risk factors sections, as well. Please also similarly revise the
resale prospectus cover page.
4.To the extent you have cash management policies that dictate how funds are transferred
between you, your subsidiaries, 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 discussion of this issue in the prospectus summary. Please also similarly revise the
resale prospectus cover page.
5.Please revise your disclosure to acknowledge that Chinese regulatory authorities could
disallow your corporate structure, which would likely result in a material change in your
operations and/or a material change in the value of the securities you are registering for
sale, including that it could cause the value of such securities to significantly decline or
become worthless. Please also similarly revise the resale prospectus cover page.
6.We note your statement that "the legal and operational risks of operating in China also
apply to businesses operating in Hong Kong and Macau." Please revise to state that
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. Please also similarly revise the resale
prospectus cover page.
Definitions, page iv
7.Please include a definition of "Operating Subsidiary."
Prospectus Summary, page 1
8.Please revise the "Risks and Challenges" section to describe the significant regulatory,
liquidity, and enforcement risks with cross-references to the more detailed discussion of
these risks in the prospectus. For example, specifically discuss risks arising from the legal
system in China, including risks and uncertainties regarding the enforcement of laws and
that rules and regulations in China can change quickly with little advance notice; and the
risk that the Chinese government may intervene or influence your operations at any time,

 FirstName LastNameElvis Cheung
 Comapany Name707 Cayman Holdings Ltd.
 May 8, 2024 Page 3
 FirstName LastNameElvis Cheung
707 Cayman Holdings Ltd.
May 8, 2024
Page 3
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. 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. For each
summary risk factor relating to the risks of being a China based issuer, please provide a
cross reference to the relevant individual detailed risk factor in the prospectus.
9.We note your disclosure regarding regulatory developments in the PRC. Please revise to
state each permission or approval that you and your subsidiaries are required to obtain
from Chinese authorities to operate your business and to offer the securities being
registered to foreign investors. State affirmatively whether you have received all requisite
permissions or approvals and whether any permissions or approvals have been denied.
Describe the consequences to you and your investors if you or your subsidiaries: (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. We also note your disclosure that you do not believe you will be subject to CAC
and CSRC cybersecurity regulation. Please revise to state, here and elsewhere as
appropriate including on page 18, whether you relied on the opinion of counsel in making
such determination, and if so, name such counsel and file the consent of counsel as an
exhibit; if you did not rely on the opinion of counsel, please explain why, as well as the
basis for your conclusions regarding why CAC and CSRC cybersecurity approvals are not
required. Please also revise this section to discuss the Trial Measures in further detail,
disclose whether you are subject to and have complied with the Trial Measures, and the
risks to investors of non-compliance.
10.We note your disclosure on the transfer of cash to and from your subsidiaries. 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.
11.Please revise the diagrams of the company’s corporate structure to identify the persons or
entities that own JME, Harmony Prime, Expert Core, Goldstone and Long Vehicle, as
well as the relevant percentages of ownership. Identify clearly the entity in which
investors are purchasing their interest and the entity(ies) in which your operations are
conducted.
12.Please state that trading in your securities may be prohibited under the Holding Foreign
Companies Accountable Act, as amended by the Consolidated Appropriations Act, 2023,
and related regulations if the PCAOB determines that it cannot inspect or investigate
completely your auditor, which is located in Hong Kong, for a period of two consecutive

 FirstName LastNameElvis Cheung
 Comapany Name707 Cayman Holdings Ltd.
 May 8, 2024 Page 4
 FirstName LastNameElvis Cheung
707 Cayman Holdings Ltd.
May 8, 2024
Page 4
years, and that as a result an exchange may determine to delist your securities.
Risk Factors, page 10
13.We note your disclosure on page 78 that the company entered into a loan facility with Mr.
Cheung, payable upon completion of this offering. Please revise to include a risk factor
discussing this related party liability and any associated risks.
14.We note that you rely on five suppliers for a majority of your purchases and that a quarter
of your purchases are from a single supplier. Please include a risk factor discussing the
risks of this reliance and any disruptions you have experienced due to such reliance.
15.We note that "global logistics and supply chain were adversely interrupted by pandemic
outbreak." Please include a risk factor that discusses the material risks to your business
associated with supply chain disruptions. Also in your Management's Discussion and
Analysis section, 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 how your sales, profits and/or liquidity
have been impacted. Also revise to discuss known trends or uncertainties resulting from
mitigation efforts taken, if any, and explain whether any mitigation efforts introduce new
material risks, including those relating to product quality, reliability or regulatory approval
of products. Such discussions should account for your roles as supply chain manager,
recipient of products from suppliers, and distributor of products to customers.
16.Please include a risk factor discussing whether there are laws/regulations in Hong
Kong that result in oversight over data security, how this oversight impacts the company’s
business and the offering, and to what extent the company believes that it is compliant
with the regulations or policies that have been issued.
Through long arm provisions..., page 17
17.Please revise this risk factor to discuss the risk that the Chinese government may intervene
or influence your operations at any time, which could result in a material change in your
operations and/or the value of your securities. Also, given recent statements by the
Chinese government indicating an intent to exert more oversight and control over
offerings that are conducted overseas and/or foreign investment in China-based issuers,
acknowledge the risk that any such action 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. We remind you that, pursuant to federal
securities rules, the term “control” (including the terms “controlling,” “controlled by,” and
“under common control with”) 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.

 FirstName LastNameElvis Cheung
 Comapany Name707 Cayman Holdings Ltd.
 May 8, 2024 Page 5
 FirstName LastNameElvis Cheung
707 Cayman Holdings Ltd.
May 8, 2024
Page 5
A recent joint statement by the SEC and the PCAOB, rule changes by Nasdaq, and the
HFCAA..., page 20
18.We note your risk factor disclosure regarding recent updates to PCAOB inspections.
Please amend this disclosure to include the risk that the PCAOB's December 2022
statement that it could inspect all China- and Hong Kong- auditors in 2022 can be changed
and does not grant an automatic grace period.
Use of Proceeds, page 31
19.We note that a portion of the proceeds of this offering will be used to acquire brands
and/or licensing of new brands. If known, please briefly describe the assets to be acquired
and their cost or, if not yet known, please state that that is the case. Refer to Item 3.C.2 of
Form 20-F.
Dividend Policy, page 33
20.Please revise to provide more information regarding the basis of the September 29, 2023
special dividend.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations
Fiscal Year Ended September 30, 2022 Compared to Fiscal Year Ended September 30, 2023,
page 39
21.We note you have discussed changes in revenues by revenue source, specifically by
product sales, sourcing fees, and logistics fees. Given the diverse nature of these offerings
and different economic characteristics of these lines of business, in order to provide the
reader insight into the contribution of each of these business lines to overall results, please
revise your filing to expand your discussion of cost of sales, gross profit, and gross margin
to include a presentation similar to the presentation of revenues. Refer to the guidance in
Item 5A of Form 20-F.
Business, page 54
22.Please discuss any seasonality experienced by your business. Refer to Item 4(B)(3) of Part
1 of Form 20-F.
23.We note your disclosure that a portion of the proceeds will go toward marketing
development. Please disclose your intended marketing development plan or, if unknown,
please state that that is the case.
Description of Share Capital, page 79
24.We note your disclosure regarding material provisions in the company's articles of
association. Please revise to also detail material provisions in the articles of association
relating to the company's directors as specified in Item 10(B)(2) of Part 1 of Form 20-F.

 FirstName LastNameElvis Cheung
 Comapany Name707 Cayman Holdings Ltd.
 May 8, 2024 Page 6
 FirstName LastNameElvis Cheung
707 Cayman Holdings Ltd.
May 8, 2024
Page 6
Underwriting, page 94
25.We note your disclosure on page 77 implying that the underwriter has an overallotment
option. Please revise your disclosure in this section, the prospectus cover page and
elsewhere as appropriate, if true.
Resale Prospectus, page Alt-1
26.We note that "[n]o sales of the shares covered by this prospectus shall occur until the
Ordinary Shares sold in our [primary] Offering begin trading on the Nasdaq." Given that
sales in the resale offering will not take place until after the completion of your initial
public offering and your listing, please delete your statement that "Ordinary Shares sold
by the Resale Shareholders until our Ordinary Shares are listed or quoted on an
established public trading market will take place at the public Offering price of the
Ordinary Shares we are selling in our initial public Offering."
27.Please revise to describe the circumstances (i.e., background, nature, exemption from
registration) under which each Resale Shareholder acquired its shares. Also revise to
disclose the nature of any position, office, or other material relationship that each Resale
Shareholders has had within the past three years with the registrant or any of its
predecessors or affiliates. In addition, revise to disclose the natural persons who control
each Resale Shareholder, as well as any material relationship that such natural persons
have had with the registrant or any of its predecessors or affiliates within three years prior
to the fling of the registration statement. Refer to Item 507 of Regulation S-K.
Notes to