SecProbe.io

CORRESP
 1
 filename1.htm

 Mobile-health
Network Solutions

 2
Venture Drive, #07-06/07 Vision Exchange

 Singapore
608526

 September
5, 2025

 VIA
EDGAR

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 Office
of Technology

 100
F Street, N.E.

 Washington,
DC 20549

 Attention:
Lauren Pierce / Jan Woo

 Re:
 Mobile-health
 Network Solutions

 Registration
 Statement on Form F-3 (File No. 333-288693)

 Ladies
and Gentlemen:

 Pursuant
to Rule 461 under the Securities Act of 1933, as amended, Mobile-health Network Solutions hereby requests acceleration of effectiveness
of the above referenced Registration Statement so that it will become effective at 4:30 pm, Eastern Time, on September 9, 2025, or as
soon as thereafter practicable.

 Sincerely
 yours,

 Mobile-health
 Network Solutions

 /s/
 Siaw Tung Yeng

 Siaw
 Tung Yeng

 Chief
 Executive Officer

CORRESP
 1
 filename1.htm

 August
8, 2025

 Via
Edgar Transmission

 Ms.
Lauren Pierce / Mr. Jan Woo

 Securities
and Exchange Commission

 Division
of Corporation Finance

 Office
of Technology

 Washington,
D.C. 20549

 Re:
 Mobile-health
 Network Solutions (the " Company ")
 Registration Statement on Form F-3
 Filed July 16, 2025
 File
 No. 333-288693

 Dear
Ms. Pierce / Mr. Woo,

 As
counsel for the Company and on its behalf, this letter is being submitted in response to the letter dated August 1, 2025 from the Securities
and Exchange Commission (the " Commission ") in which the staff of the Commission (the " Staff ") commented
on the above-referenced Registration Statement on Form F-3 (the " F-3 ").

 For
the Staff's convenience, each of the Staff's comments have been stated below in its entirety, with the Company's response
set out immediately underneath such comment. The Company has submitted via EDGAR an Amendment No. 1 to the F-3 (the " F-3/A ")
as an exhibit-only filing, filed concurrently with the submission of this letter in response to the Staff's comments.

 Registration
Statement on Form F-3 filed July 16, 2025

 Exhibits

 1.
 Please
 file the form of indenture as an exhibit to your registration statement prior to requesting effectiveness. For guidance, refer to
 sections 201.02 and 201.04 of the Trust Indenture Act of 1939 Compliance and Disclosure Interpretations.

 Response:
 In response to the Staff's comment, the Company has filed the form of indenture as Exhibit 4.5 of the F-3/A.

 2.
 Please
 revise the legality opinion to ensure that it does not contain assumptions that are overly broad, that "assume away"
 the relevant issue, or that assume any of the material facts underlying the opinion or any readily ascertainable facts. Refer to
 Staff Legal Bulletin 19 at Sections II.B.2.a and II.B.3.a.

 Response:
 In response to the Staff's comment, the Company has filed a revised opinion as Exhibit 5.1 of the F-3/A.

 *
* *

 Please
contact the undersigned at +1 310-728-5129 if you have any questions with respect to the responses contained in this letter.

 Sincerely,

 /s/
 Lawrence S. Venick, Esq.

 Lawrence
 S. Venick

 Direct
Dial: +1 310-728-5129

 Email:
 lvenick@loeb.com

August 1, 2025
Siaw Tung Yeng
Co-Chief Executive Officer
Mobile-health Network Solutions
2 Venture Drive, #07-06/07 Vision Exchange
Singapore 608526
Re:Mobile-health Network Solutions
Registration Statement on Form F-3
Filed July 16, 2025
File No. 333-288693
Dear Siaw Tung Yeng:
            We have conducted a limited review of your registration statement and have the
following comments.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Registration Statement on Form F-3 filed July 16, 2025
Exhibits
1.Please file the form of indenture as an exhibit to your registration statement prior to
requesting effectiveness. For guidance, refer to sections 201.02 and 201.04 of the
Trust Indenture Act of 1939 Compliance and Disclosure Interpretations.
2.Please revise the legality opinion to ensure that it does not contain assumptions that
are overly broad, that “assume away” the relevant issue, or that assume any of the
material facts underlying the opinion or any readily ascertainable facts. Refer to Staff
Legal Bulletin 19 at Sections II.B.2.a and II.B.3.a.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.

August 1, 2025
Page 2
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Lauren Pierce at 202-551-3887 or Jan Woo at 202-551-3453 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Lawrence Venick

CORRESP
 1
 filename1.htm

 Mobile-health
Network Solutions

 VIA
EDGAR

 March
28, 2025

 U.S.
Securities & Exchange Commission

 Division
of Corporation Finance

 Office
of Technology

 Washington,
D.C. 20549

 Attn:
Marion Graham

 Re:
 Mobile-health
 Network Solutions

 Registration
 Statement on Form F-1

 Filed
 March 21, 2025, as amended

 File
 No. 333-286026

 Pursuant
to Rule 461 under the Securities Act of 1933, as amended, Mobile-health Network Solutions hereby requests acceleration of effectiveness
of the above referenced Registration Statement so that it will become effective at 4:00 pm, Eastern Time, on March 31, 2025, or as soon
as thereafter practicable.

 Very
 truly yours,

 /s/
 Siaw Tung Yeng

 Siaw
 Tung Yeng

 Co-Chief
 Executive Officer and Director

 /s/
 Teoh Pui Pui

 Teoh
 Pui Pui

 Co-Chief
 Executive Officer/Chief Operating Officer/Chairwoman of the Board/Director

 cc:
 Loeb
 & Loeb LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 27, 2025

Peng Chee Yong
Chief Financial Officer
Mobile-health Network Solutions
2 Venture Drive, #07-06/07 Vision Exchange
Singapore 608526

 Re: Mobile-health Network Solutions
 Registration Statement on Form F-1
 Filed March 21, 2025
 File No. 333-286026
Dear Peng Chee Yong:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rule 461 regarding requests for acceleration. We remind
you that the
company and its management are responsible for the accuracy and adequacy of
their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Marion Graham at 202-551-6521 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Technology
cc: Lawrence Venick
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

March
25, 2024

VIA
EDGAR

Claire
DeLabar

Robert
Littlepage

Austin
Pattan

Larry
Spirgel

Office
of Technology

Division
of Corporation Finance

Securities
and Exchange Commission

100
F Street, N.E.

Washington,
D.C., 20549

    Re:
    Mobile-health
    Network Solutions

Registration
Statement on Form F-1 (File No. 333-277254)

Request
for Acceleration of Effectiveness

Ladies
and Gentlemen:

In
accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Mobile-health Network Solutions
(the “Company”) hereby requests an acceleration of the effectiveness of the above-referenced Registration Statement on Form
F-1 (the “F-1 Registration Statement”), so that such Registration Statement will become effective at 4:00 p.m., Eastern Time,
on March 27, 2024 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.
The request may be made by an executive officer of the Company or by any attorney from the Company’s U.S. counsel, Sidley Austin.

The
Company understands that Network 1 Financial Securities, Inc., the underwriter of the offering, has 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,

    Mobile-health
    Network Solutions

    By:
    /s/
    Siaw Tung Yeng

    Name:

    Siaw
    Tung Yeng

    Title:
    Co-Chief
    Executive Officer and Director

CORRESP
1
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NETWORK
1 FINANCIAL SECURITIES, INC.

2 Bridge Avenue, Suite 241

Red Bank, NJ 07701

March
25, 2024

VIA EDGAR

Claire
DeLabar

Robert
Littlepage

Austin
Pattan

Larry
Spirgel

Office
of Technology

Division
of Corporate Finance

Securities
and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    Mobile-health
    Network Solutions

    Registration
    Statement on Form F-1

    Filed
                                            February 22, 2024

    File
    No. 333-277254

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 (the “Securities Act”), Network 1 Financial Securities, Inc., as representative of the underwriters of the offering,
hereby joins the request of the Company that the effective date of the above-captioned Registration Statement be accelerated so as to
permit it to become effective on Wednesday, March 27, 2024 at 4:00 p.m., Eastern time, or as soon thereafter as practicable.

Pursuant
to Rule 460 of the General Rules and Regulations of the Securities and Exchange Commission under the Securities Act, we, acting on behalf
of the several underwriters, wish to advise you that, through March 25, 2024, we distributed to each underwriter or dealer, who is reasonably
anticipated to be invited to participate in the distribution of the security, as many copies, as well as “E-red” copies of
the Preliminary Prospectus dated March 20, 2024, as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

We
have complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

[Signature
Page Follows]

Very
truly yours,

NETWORK
1 FINANCIAL SECURITIES, INC.

    By:

    /s/
    Adam Pasholk

    Name:

    Adam
    Pasholk

    Title:
    Managing
    Director Investment Banking

CORRESP
1
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    SIDLEY
                                            AUSTIN

    39/F,
    TWO INT’L FINANCE CENTRE

    CENTRAL,
    HONG KONG

    +852
    2509 7888

    +852
    2509 3110 FAX

    AMERICA
    · ASIA PACIFIC · EUROPE

    meng.ding@sidley.com

    +852
    2509 7858

March 6,
2024

CONFIDENTIAL

Claire
DeLabar

Robert
Littlepage

Austin
Pattan

Larry
Spirgel

Office
of Technology

Division
of Corporation Finance

Securities
and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    Mobile-health
    Network Solutions

    Registration
    Statement on Form F-1

    Filed
    February 22, 2024

    File
    No. 333-277254

Dear
Ms. DeLabar, Mr. Littlepage, Mr. Pattan and Mr. Spirgel,

On
behalf of our client, Mobile-health Network Solutions (the “Company”), a foreign private issuer incorporated
under the laws of the Cayman Islands, we are submitting to the staff (the “Staff”) of the Securities and Exchange
Commission (the “Commission”) this letter setting forth the Company’s responses to the comments contained
in the Staff’s letter dated March 4, 2024 regarding the Company’s registration statement on Form F-1 filed on February 22,
2024 (the “Registration Statement”) relating to a proposed initial public offering of the Company’s Class
A Ordinary Shares in the United States. Concurrently with the submission of this letter, the Company is submitting its revised registration
statement on Form F-1 (the “Amendment No. 1 to the Registration Statement”) and certain exhibits thereto via
EDGAR to the Commission for confidential review in accordance with the procedures of the Commission.

The
Company has responded to all of the Staff’s comments by revising the Registration Statement to address the comments, by providing
an explanation if the Company has not so revised the Registration Statement, or by providing supplemental information as requested. The
Staff’s comments are repeated below in bold and followed by the Company’s response. Terms used but not otherwise defined
herein have the meanings set forth in the Amendment No. 1 to the Registration Statement.

Partners
| Constance Choy H.M., Desmond Ang C.K., (Stephanie) Chan C. M., (Christopher) Cheng C.H., Meng Ding, Dominic D. James, (Sherlyn)
Lau S.Y., David K. Lee, Olivia Ngan S.M., (Raymond) Oh C.H., Yuet Ming Tham, (Friven)
 Yeoh K.H., Claudia Yu K.W., Yan Zhang
 Registered
Foreign Lawyers | Gordon H. I. Davidson (England and Wales)*, Lei Li (New York)*, (Carrie) Li J. (New York)*, G. Matthew Sheridan
(New York)*, Effie Vasilopoulos (New South Wales)*, (Renee) Xiong Y. (New York)*, Liming Xu (New York)

Consultants | Hon Au Yeung, Huberta Chow X.L., (Winnie) Mak T.M., Douglas Tsang C.L., (Eva) Tsui Y.W, Alan Wong C.K., Felicity
Wong K.Y., Holly Yeung S.M., Iris Yuen L.S.

*
Partner of Sidley Austin Holding LLP (a Delaware Limited Liability Partnership)

Form
F-1 filed February 22, 2024

Capitalization,
page 41

    1.
    We
    note on pages 41 and 111 that on February 14, 2024, you completed the sub-division of the issued Class A and Class B Ordinary Shares
    of a nominal or par value of $0.001 each in the capital of the Company into 250 ordinary shares of a nominal or par value of $0.000004
    each. Please revise the par value, share and per share amounts throughout the filing to reflect this stock split.

 Please refer to the revised
Form of Underwriter Warrant and Opinion of Harney Westwood & Riegels Singapore LLP refiled to the Exhibit 4.2 and 5.1 of the
Amendment No. 1 to the Registration Statement, respectively.

Financial
Statements

Note
14. Contingencies and commitment, page F-25

    2.
    We
    note in your risk factor on page 29 that the validity of certain issuances and transfers of your shares cannot be verified and “these
    past corporate secretarial irregularities include records of waivers or approvals of shareholders of their rights of pre-emption
    and rights of first refusal under the memorandum and articles of association effective at the relevant time and/or under the shareholder
    agreement, subscription agreement or investment agreement entered into with such shareholders not having been obtained prior to issuances
    and transfers of shares of our Company.” Please expand the notes to the financial statements to disclose this risk and uncertainty
    and expand the risk factor disclosure on page 29 to address the impact on your controls and procedures and whether this constitutes
    a material weakness in internal controls and procedures. Refer to ASC 450-20-50.

Please refer to updated Note 14.
Contingencies and commitment on the page F-25 of the Amendment No. 1 to the Registration Statement for the contingencies disclosure.
Please refer to page 29 of the Amendment No. 1 to the Registration Statement for the amended risk factor entitled “The validity
of certain issuances and transfers of shares of our Company cannot be verified.”

Note
15 . Subsequent events, page F-26

    3.
    We
    note on February 14, 2024, you completed the sub-division of the issued Class A and Class B Ordinary Shares of a nominal or par value
    of $0.001 each in the capital of the Company into 250 ordinary shares of a nominal or par value of $0.000004 each. Please revise
    the financial statement to disclose this stock split as a subsequent event and retroactively reflect the stock split pursuant to
    ASC 805-10-25. Also, please tell us the consideration your independent accountant gave to dual dating their report to reflect this
    stock split.

Please refer to updated Note 15.
Subsequent events on page F-26 of the Amendment No. 1 to the Registration Statement for the subsequent event disclosure, reflection
of stock split retroactively pursuant to ASC 805-10-25. Our independent account issued a dual dated audit report as result of updates
on Note 14 and Note 15 on the pages F-25 and F-26 of the Amendment No. 1 to the Registration Statement.

***

If
you have any questions regarding the Amendment No. 1 to the Registration Statement, please contact me at meng.ding@sidley.com, +852 2509
7858 (work) or +852 6461 4000 (cell).

Thank
you for your time and attention.

    Very
    truly yours,

    /s/
    Meng Ding

    Meng
    Ding

Enclosure

    c.c.
    Teoh
    Pui Pui, Chairman of the Board of Directors, Co-Chief Executive Officer and Chief Operating Officer

    Siaw
    Tung Yeng, Director and Co-Chief Executive Officer

    Raymond
    Oh, Partner, Sidley Austin

    Sundra
    Zhao, Partner, Simon & Edward, LLP

    David
    Levine, Partner, Loeb & Loeb LLP

United States securities and exchange commission logo
March 4, 2024
Siaw Tung Yeng
Chief Executive Officer
Mobile-health Network Solutions
2 Venture Drive, #07-06/07 Vision Exchange
Singapore 608526
Re:Mobile-health Network Solutions
Registration Statement on Form F-1
Filed February 22, 2024
File No. 333-277254
Dear Siaw Tung Yeng:
            We have reviewed your registration statement and have the following comments.
            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.
Form F-1 filed February 22, 2024
Capitalization, page 41
1.We note on pages 41 and 111 that on February 14, 2024, you completed the sub-division
of the issued Class A and Class B Ordinary Shares of a nominal or par value of $0.001
each in the capital of the Company into 250 ordinary shares of a nominal or par value of
$0.000004 each. Please revise the par value, share and per share amounts throughout the
filing to reflect this stock split.
Financial Statements
Note 14. Contingencies and commitment, page F-25
2.We note in your risk factor on page 29 that the validity of certain issuances and transfers
of your shares cannot be verified and "these past corporate secretarial irregularities
include records of waivers or approvals of shareholders of their rights of pre-emption and
rights of first refusal under the memorandum and articles of association effective at the
relevant time and/or under the shareholder agreement, subscription agreement or

 FirstName LastNameSiaw Tung Yeng
 Comapany NameMobile-health Network Solutions
 March 4, 2024 Page 2
 FirstName LastName
Siaw Tung Yeng
Mobile-health Network Solutions
March 4, 2024
Page 2
investment agreement entered into with such shareholders not having been obtained prior
to issuances and transfers of shares of our Company." Please expand the notes to the
financial statements to disclose this risk and uncertainty and expand the risk factor
disclosure on page 29 to address the impact on your controls and procedures and whether
this constitutes a material weakness in internal controls and procedures. Refer to ASC
450-20-50.
Note 15 . Subsequent events, page F-26
3.We note on February 14, 2024, you completed the sub-division of the issued Class A and
Class B Ordinary Shares of a nominal or par value of $0.001 each in the capital of the
Company into 250 ordinary shares of a nominal or par value of $0.000004 each. Please
revise the financial statement to disclose this stock split as a subsequent event
and retroactively reflect the stock split pursuant to ASC 805-10-25. Also, please tell us the
consideration your independent accountant gave to dual dating their report to reflect this
stock split.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Claire DeLabar at 202-551-3349 or Robert Littlepage at 202-551-3361 if
you have questions regarding comments on the financial statements and related matters. Please
contact Austin Pattan at 202-551-6756 or Larry Spirgel at 202-551-3815 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Meng Ding

United States securities and exchange commission logo
December 13, 2023
Siaw Tung Yeng
Chief Executive Officer
Mobile-health Network Solutions
2 Venture Drive, #07-06/07 Vision Exchange
Singapore 608526
Re:Mobile-health Network Solutions
Amendment No. 5 to Draft Registration Statement on Form F-1
Submitted December 8, 2023
File No. 377-06781
Dear Siaw Tung Yeng:
            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.
Form F-1 DRS/A filed December 8, 2023
Financial Statements
Note 15 - Subsequent Events, page F-26
1.We note the expanded accounting policy for stock compensation on page F-11. Please
expand the disclosure in Subsequent Events to include the aggregate fair value of the
options on the August 1, 2023 grant date. Also disclose the amount of compensation
expense to be recognized when the options granted on August 1, 2023 for 3,738 Class A
Ordinary Shares with an exercise price of $1 per share vest immediately upon the
effectiveness of the IPO.
            Please contact Claire DeLabar at 202-551-3349 or Robert Littlepage at 202-551-3361 if
you have questions regarding comments on the financial statements and related matters. Please
contact Austin Pattan at 202-551-6756 or Larry Spirgel at 202-551-3815 with any other

 FirstName LastNameSiaw Tung Yeng
 Comapany NameMobile-health Network Solutions
 December 13, 2023 Page 2
 FirstName LastName
Siaw Tung Yeng
Mobile-health Network Solutions
December 13, 2023
Page 2
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Meng Ding

United States securities and exchange commission logo
December 6, 2023
Siaw Tung Yeng
Chief Executive Officer
Mobile-health Network Solutions
2 Venture Drive, #07-06/07 Vision Exchange
Singapore 608526
Re:Mobile-health Network Solutions
Amendment No. 4 to Draft Registration Statement on Form F-1
Submitted November 27, 2023
File No. 377-06781
Dear Siaw Tung Yeng:
            We have reviewed your amended draft registration statement and have the following
comments.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. If you do not believe a comment applies to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional comments.
Form DRS/A filed November 27, 2023
Business
Seek merger and acquisition opportunities and partnerships to add scale and diversify our
business through new capabilities and services, page 77
1.Please expand the disclosure to state whether there are any agreements in place for
acquisitions at the current time.
Financial Statements
Note 15. Subsequent Events, page F-26
2.We note your revised disclosure in MD&A regarding your accounting policy for stock
compensation beginning on page 57.  We continue to believe that your accounting policy
for determining the fair value of the Class A Ordinary Shares on the grant date, the
aggregate fair value of the options on the grant date, and the accounting treatment to be

 FirstName LastNameSiaw Tung Yeng
 Comapany NameMobile-health Network Solutions
 December 6, 2023 Page 2
 FirstName LastName
Siaw Tung Yeng
Mobile-health Network Solutions
December 6, 2023
Page 2
afforded to the vesting of the options upon the IPO should be disclosed in the financial
statements as a material subsequent event due to the material amount of compensation
expense to be recognized when the options granted on August 1, 2023 for 3,738 Class A
Ordinary Shares with an exercise price of $1 per share vest immediately upon the
effectiveness of the IPO.  Please revise to include the expanded disclosure.
            Please contact Claire DeLabar at 202-551-3349 or Robert Littlepage at 202-551-3361 if
you have questions regarding comments on the financial statements and related matters. Please
contact Austin Pattan at 202-551-6756 or Larry Spirgel at 202-551-3815 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Meng Ding

United States securities and exchange commission logo
November 3, 2023
Siaw Tung Yeng
Chief Executive Officer
Mobile-health Network Solutions
2 Venture Drive, #07-06/07 Vision Exchange
Singapore 608526
Re:Mobile-health Network Solutions
Amendment No. 3 to Draft Registration Statement on Form F-1
Submitted August 17, 2023
File No. 377-06781
Dear Siaw Tung Yeng:
            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.
Amendment No. 3 to Draft Registration Statement on Form F-1 submitted October 27, 2023
Financial Statements
Note 15 Subsequent Events, page F-26
1.We note on pages 100, 111 and F-26 that you  have granted options for 3,738 Class A
Ordinary Shares at an exercise price of US$1.00 per share on August 1, 2023. We also
note that you had recent stock issuances and buybacks of Class A Ordinary Shares for on
average US$425 per share. Please expand the disclosure to include your accounting policy
for determining the fair value of the Class A Ordinary Shares on the grant date, the
aggregate fair value of the options on the grant date, and the accounting treatment to be
afforded to the vesting of the options upon the IPO. Please expand MD&A accordingly.

 FirstName LastNameSiaw Tung Yeng
 Comapany NameMobile-health Network Solutions
 November 3, 2023 Page 2
 FirstName LastName
Siaw Tung Yeng
Mobile-health Network Solutions
November 3, 2023
Page 2
            Please contact Claire DeLabar at 202-551-3349 or Robert Littlepage at 202-551-3361 if
you have questions regarding comments on the financial statements and related matters. Please
contact Austin Pattan at 202-551-6756 or Larry Spirgel at 202-551-3815 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Meng Ding

United States securities and exchange commission logo
August 29, 2023
Siaw Tung Yeng
Chief Executive Officer
Mobile-health Network Solutions
2 Venture Drive, #07-06/07 Vision Exchange
Singapore 608526
Re:Mobile-health Network Solutions
Amendment No. 1 to Draft Registration Statement on Form F-1
Submitted August 17, 2023
File No. 377-06781
Dear Siaw Tung Yeng:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
August 9, 2023 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
48
1.We note your response to our prior comment 7. Please amend your disclosure to include
the descriptions provided in your response. Your revised disclosure should clearly define
any key metrics, explain how they are used, and describe the formulas for calculating
them.
Exhibits
2.We note your response to our prior comment 4.  The Medical Services Agreement with

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customer A appears to be a material agreement that is required to be filed pursuant to Item
601(b)(10) of Regulation S-K.  There are regulatory provisions under the federal securities
laws and other federal statutes that permit the redaction of certain confidential information
from a material agreement; however, these provisions do not permit the entire agreement
to be omitted from your public filings.  Therefore, we reissue our prior comment 4.
            You may contact Claire DeLabar, Senior Staff Accountant, at (202) 551-3349 or Robert
Littlepage, Accounting Branch Chief, at (202) 551-3361 if you have questions regarding
comments on the financial statements and related matters.  Please contact Austin Pattan, Staff
Attorney, at (202) 551-6756 or Larry Spirgel, Office Chief, at (202) 551-3815 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Meng Ding

United States securities and exchange commission logo
August 9, 2023
Siaw Tung Yeng
Chief Executive Officer
Mobile-health Network Solutions
2 Venture Drive, #07-06/07 Vision Exchange
Singapore 608526
Re:Mobile-health Network Solutions
Draft Registration Statement on Form F-1
Submitted July 14, 2023
File No. 377-06781
Dear Siaw Tung Yeng:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form F-1 submitted July 14, 2023
Cover Page
1.We note that your cover page disclosure that you will be a controlled company under the
Nasdaq corporate governance rules following this offering. Please include a cross
reference to a newly-added risk factor discussing the implications of being a controlled
company and the risks that controlled company status poses to minority shareholders.
Corporate Structure, page 8
2.Please revise to clarify your relationship with VPDO Mobile Health PTE LTD TAI TP
(Vietnam Rep Office), i.e. whether it is a wholly-owned subsidiary or some other
relationship, such as a contractual or variable interest entity relationship.  Please also

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revise the disclosure on page 45 accordingly.
Risk Factor, page 11
3.We note that your amended and restated Memorandum and Articles of Association will
designate the United States District Court for the Southern District of New York as the
exclusive forum for claims arising under the federal securities laws. Please include a risk
factor that clearly describes all risks and other impacts the provision may have on
investors, such as discouraging claims in a favorable forum, the potential for increased
costs to bring a claim, the uncertainty surrounding the enforceability of such a provision
and any relevant carve outs for subject matter jurisdiction.
4.We note the material revenue concentration within your customer base. In this regard, we
note your disclosure on page F-14 that customer A accounted for 66.04% of your total
sales for the fiscal year ended June 30, 2022.  Please include a risk factor highlighting the
risks related to this material revenue concentration. Further, disclose the terms of any
material agreements with this customer and consider filing them as exhibits. Refer to Item
601(b)(10) of Regulation S-K.
Security breaches and attacks against our systems and networks..., page 18
5.We note that you indicate that you have not had any material attacks against your business
operations for the financial periods being presented.  Expand your disclosure to indicate
whether you have experienced any material attacks against your business operations since
inception.
Risks Related to Our Class A Ordinary Shares and This Offering, page 29
6.We note that your dual class share structure creates disparate voting rotes for Class A
ordinary shareholders. Please include a risk factor acknowledging that your dual class
share structure will limit the ability of your shareholders to influence corporate matters
requiring shareholder approval, including the election of directors, amendment of
organizational documents, and approval of significant corporate transactions. Further,
your risk factor should acknowledge that your dual class structure may have anti-takeover
effects that limit the possibility of a change of control transaction, even when most
shareholders may consider that transaction to be in their best interest.
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
48
7.We note your risk factor on page 22 makes reference to “certain key operating metrics,
such as the MAU by age group and MPU by age group.” Please tell us whether these are
key metrics used by management in assessing the performance of your businesses, and if
so, define the metric, explain how it is used, and describe the formula for calculating it.

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Related Party Transactions
Other Related Party Transactions, page 105
8.We note that you have entered into partnership agreements with clinics that are jointly
owned by your co-CEOs. Please file these agreements as exhibits. Refer to Item
601(b)(10)(ii)(A) of Regulation S-K.
Shares Eligible for Future Sale
Lock-up Agreements, page 114
9.We note that your lock-up agreements with your directors, executive officers and
shareholders are “subject to limited exceptions.” Please revise to describe these
exceptions.
Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm, page F-3
10.Please include the date that the report was issued pursuant to Rule 2-02(a)(1) of
Regulation S-X.
Note 2. Summary of significant accounting policies
Revenue recognition, page F-12
11.We note on page 86 that you operate the MaNaShop/MaNaStore under two business
models, the direct sales model in which you procure products from suppliers and services
from providers which are then sold directly to users and an online marketplace model
whereby you facilitate transactions between third party vendors and your users.  We also
note on page 87 that under the online marketplace model, marketplace vendors have the
discretion to set their own product prices.  Please expand your accounting policies for
products to describe in detail the basis for recording each of these types of product
business models on a gross or net basis under ASC 606.  Please also expand your critical
accounting policies in MD&A accordingly.
Note 14. Subsequent events, page F-24
12.We note you purchased 16,104 Class A Ordinary Shares for $6,848,273, or $425.25 per
share in conjunction with a legal settlement on January 18, 2023.  Please expand the
disclosure to include the per share fair market value of the Class A Ordinary Shares on
that date and if there is any difference, disclose the amount and accounting treatment
afforded to the difference.
Unaudited Consolidated Financial Statements
Note 2. Summary of significant accounting policies, page F-31
13.We note that you report deferred revenue of $148,743 as of December 31, 2022.  Please
expand your accounting policies to include your policy for deferred revenue.

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General
14.Please supplementally provide us with copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf,
present to potential investors in reliance on Section 5(d) of the Securities Act, whether or
not they retain copies of the communications.
            You may contact Claire DeLabar, Senior Staff Accountant, at (202) 551-3349 or Robert
Littlepage, Accounting Branch Chief, at (202) 551-3361 if you have questions regarding
comments on the financial statements and related matters.  Please contact Austin Pattan, Staff
Attorney, at (202) 551-6756 or Larry Spirgel, Office Chief, at (202) 551-3815 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Meng Ding