SecProbe.io

CORRESP
 1
 filename1.htm

 D. Boral
Capital

 VIA EDGAR

 June 30, 2025

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Re:
 Mega Fortune Company Limited (CIK No. 0002033377)

 Request for Acceleration

 Registration Statement on Form F-1, as amended (File No. 333-282977)

 Ladies and Gentlemen:

 Pursuant to Rule 461 of the General Rules and
Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended, D. Boral Capital, as representative
of the underwriters, hereby requests acceleration of the effective date of the above-referenced Registration Statement so that it will
become effective at 5:30 p.m.,Eastern time, on Monday, June 30, 2025, or as soon thereafter as practicable.

 Pursuant to Rule 460 under the Act, we wish to
advise you that we will distribute as many copies of the Preliminary Prospectus dated June 30, 2025, to selected dealers, institutions
and others as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

 The undersigned confirms that it has complied
and will continue to comply with, and it has been informed or will be informed by participating dealers that they have complied 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,

 D. Boral Capital

 By:
 /s/ Stephanie Hu

 Name:
 Stephanie Hu

 Title:
 Co-Head of Investment Banking

CORRESP
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 Mega
Fortune Company Limited

 VIA EDGAR

 June 30, 2025

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Re:
 Mega Fortune Company Limited (CIK No. 0002033377)

 Request for Acceleration

 Registration Statement on Form F-1, as amended (File No. 333-282977)

 Ladies and Gentlemen:

 Pursuant to Rule 461 of the
General Rules and Regulations of the Securities and Exchange Commission under the Securities Act of 1933, as amended (the " Securities
Act "), Mega Fortune Company Limited (the " Company ") hereby requests that the effectiveness of the above-referenced
Registration Statement on Form F-1, as amended (the " Form F-1 Registration Statement ") be accelerated to, and that
the Form F-1 Registration Statement become effective at, 5:30 p.m., Eastern Time on June 30, 2025, or as soon thereafter as practicable.

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

 The Company understands that
the representative of the underwriters, on behalf of the prospective underwriters of the offering, have joined in this request in a separate
letter filed with the Securities and Exchange Commission (the "Commission") today.

 The Company hereby acknowledges the following:

 ●
 should the Commission or the staff of the Commission (the "Staff"), acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

 ●
 the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

 ●
 the Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 Very truly yours,

 Mega Fortune Company Limited

 By:
 /s/ Siu Fung Tang

 Name:
 Siu Fung Tang

 Title:
 Chief Executive Officer

CORRESP
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Mega
Fortune Company Limited

November 4, 2024

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Mega Fortune Company Limited

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

Submitted September 13, 2024

CIK No. 0002033377

Dear Sir/Madam,

Mega Fortune Company Limited, a foreign private
issuer organized under the laws of Cayman Islands (the “Company”), we are submitting this letter and the following
information in response to a letter, dated September 30, 2024, from the staff (the “Staff”) of the Securities
and Exchange Commission (the “Commission”) with respect to the Company’s Confidential Draft Registration
Statement on Form F-1 (the “Draft Registration Statement”) submitted to the Commission on August 9, 2024, amended
on September 13, 2024. Concurrently with the submission of this letter, the Company is filing herewith its registration statement on Form
F-1 (the “Registration Statement”) and certain exhibits via EDGAR to the Commission.

To facilitate your review, we have separately
delivered to you a courtesy copy of the Registration Statement, marked to show changes to the Draft Registration Statement.

The Staff’s comments are repeated below
in bold and are followed by the Company’s responses. We have included page references in the Registration Statement where the language
addressing a particular comment appears. Capitalized terms used in this letter but otherwise not defined herein shall have the meanings
ascribed to such terms in the Registration Statement.

In addition to revising the disclosure in response
to the Staff’s comments, the Company has also included other information and data to reflect recent developments.

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

Management’s Discussion and Analysis of
Financial Condition and Results of Operations, page

56

1. We note that your largest customers represent
a significant percentage of your revenue and accounts receivable and your largest suppliers account for a significant percentage of your
accounts payable and cost of revenue. Please revise to provide a discussion of the material terms of your agreements with significant
customers and suppliers, including the financial terms, duration, and any termination provisions.

Response: We respectfully advise the Staff
that we have revised the disclosures on pages 70 to 72 of the Registration Statement to include the material terms, including the
financial terms, duration, and termination provisions, with our top 5 customers and suppliers for the six months ended March 31, 2024 and 2023, and for the years ended September 30, 2023 and 2022.

We thank the Staff for its review of the
foregoing and the Draft Registration Statement. If you have further comments, please feel free to contact our counsel Jeffrey Li at Jeffrey.li@fisherbroyles.com
or by telephone at (703) 618-2503.

    Very truly yours,

    /s/ Siu Fung Tang

    Siu Fung Tang,

Chief Executive Officer

    Enclosures

    cc:
    Jeffrey Li, FisherBroyles, LLP

September 30, 2024
Tang Siu Fung
Chief Executive Officer
Mega Fortune Co Ltd.
Unit 327 3/F 16W 16
Science Park West Avenue
Shatin, New Territories
Hong Kong
Re:Mega Fortune Co Ltd.
Amendment No. 1 to Draft Registration Statement on Form F-1
Submitted September 13, 2024
CIK No. 0002033377
Dear Tang Siu Fung:
            We have reviewed your amended draft registration statement and have the following
comment.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on EDGAR.
If you do not believe a comment applies to your facts and circumstances or do not believe an
amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, any references to prior comments are to comments in our
September 5, 2024 letter.
Amendment No. 1 to Draft Registration Statement on Form F-1
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
56
1.We note that your largest customers represent a significant percentage of your revenue
and accounts receivable and your largest suppliers account for a significant percentage of
your accounts payable and cost of revenue.  Please revise to provide a discussion of the
material terms of your agreements with significant customers and suppliers, including the
financial terms, duration, and any termination provisions.

September 30, 2024
Page 2
            Please contact Becky Chow at 202-551-6524 or Stephen Krikorian at 202-551-3488 if
you have questions regarding comments on the financial statements and related matters. Please
contact Lauren Pierce at 202-551-3887 or Matthew Derby at 202-551-3334 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Jeffrey Li

September 5, 2024
Tang Siu Fung
Chief Executive Officer
Mega Fortune Co Ltd
Unit 327 3/F 16W 16
Science Park West Avenue
Shatin, New Territories
Hong Kong
Re:Mega Fortune Co Ltd
Draft Registration Statement on Form F-1
Submitted August 9, 2024
CIK No. 0002033377
Dear Tang Siu Fung:
            We have reviewed your draft registration statement and have the following comments.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on EDGAR.
If you do not believe a comment applies to your facts and circumstances or do not believe an
amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional comments.
Draft Registration Statement on Form F-1 Submitted August 9, 2024
Other Pertinent Information, page iii
1.We note that you exclude Hong Kong and Macau from your definition of “PRC” or
“China” for the purpose of this prospectus. Please revise to remove the exclusion of Hong
Kong and Macau from such definition. Clarify that all the legal and operational risks
associated with having operations in the People’s Republic of China ("PRC") also apply
to operations in Hong Kong and Macau. In this regard, ensure that your disclosure does
not narrow risks related to operating in the PRC to mainland China only. Where
appropriate, you may describe PRC law and then explain how law in Hong Kong and
Macau differs from PRC law and describe any risks and consequences to the company
associated with those laws.

September 5, 2024
Page 2
Risk Factors, page 11
2.You disclose on page 43 that shareholders will have difficulty enforcing United States
judgments in Hong Kong. Please also provide relevant risk factor disclosure.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Credit Risks, page 57
3.We note that your largest customers represent a significant percentage of your revenue
and accounts receivable and your largest suppliers account for a significant percentage of
your accounts payable and cost of revenue.  Please revise to provide a discussion of the
material terms of your agreements with these customers and suppliers, including the
financial terms and any termination provisions. Also, tell us what consideration you have
given to filing any material agreements you have with this customer. Refer to Item
601(b)(10) of Regulation S-K.
Related Party Transactions, page 87
4.We note that you have included salaries paid to employees and revenues generated from
subsidiaries in this section. Please tell us why you believe these are properly characterized
as "related party transactions."
7. ROU Assets and Operating Lease Liabilities, page F-22
5.You disclose that the lease agreement does not specify an explicit interest rate. Please
revise in future disclosures to clarify whether the rates implicit in your leases are not
readily determinable and if that is the basis for using your incremental borrowing rate as
the discount rate for your leases. Refer to “Rate Implicit in the Lease” as defined in ASC
842-20-20.
General
6.Please revise your filing, as applicable, to provide more specific and prominent
disclosures about the legal and operational risks associated with China-based companies.
For additional guidance, please see the Division of Corporation Finance's Sample Letter
to China-Based Companies issued by the Staff in December 2021.
            Please contact Becky Chow at 202-551-6524 or Stephen Krikorian at 202-551-3488 if
you have questions regarding comments on the financial statements and related matters. Please
contact Lauren Pierce at 202-551-3887 or Matthew Derby at 202-551-3334 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Jeffrey Li