SecProbe.io

CORRESP
 1
 filename1.htm

 ORIENTAL RISE HOLDINGS
LIMITED

 VIA
EDGAR

 July
17, 2025

 THE
UNITED STATES SECURITIES

 AND
EXCHANGE COMMISSION

 Division
of Corporation Finance

 Washington,
D.C. 20549

 Re:
 Oriental
 Rise Holdings Limited
 Amended
 Registration Statement on Form F-1
 Filed
 July 16, 2025
 File
 No. 333-288292

 Ladies
and Gentlemen:

 Pursuant
to Rule 461 under the Securities Act of 1933, as amended, Oriental Rise Holdings Limited (the "Company") hereby requests
acceleration of the effective date of its Amended Registration Statement on Form F-1 to 5:00 p.m. Eastern Daylight Time on July 21, 2025,
or as soon thereafter as is practicable.

 The
Company acknowledges the following:

 ●
 Should
 the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission
 from taking any action with respect to the 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.

 Oriental Rise Holdings Limited

 By:
 /s/
 Dezhi Liu

 Dezhi
 Liu

 Chief
 Executive Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 July 15, 2025

Dezhi Liu
Chief Executive Officer
Oriental Rise Holdings Limited
No. 48 Xianyu Road
Shuangcheng Town, Zherong County
Ningde City, Fujian Province
People s Republic of China, 355399

 Re: Oriental Rise Holdings Limited
 Amendment No. 1 to Registration Statement on Form F-1
 Filed July 8, 2025
 File No. 333-288292
Dear Dezhi Liu:

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

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

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

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

1. We note the references throughout the filing to the opinion of your PRC
 counsel, Jingtian & Gongcheng. Please file the consent of PRC counsel as
an exhibit.
 Refer to Item 601(b)(23) of Regulation S-K.
 July 15, 2025
Page 2

 Please contact Juan Grana at 202-551-6034 or Margaret Sawicki at
202-551-7153
with any other questions.

 Sincerely,

 Division of Corporation
Finance
 Office of Industrial
Applications and
 Services
cc: Joe Laxague, Esq.
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 July 8, 2025

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Industrial Applications and Services

 100 F Street, N.E.

 Washington, DC 20549

 Attn:
 Juan Grana

 Margaret Sawicki

 Re:
 ORIENTAL RISE HOLDINGS LIMITED

 Registration Statement on Form F-1

 Filed June 24, 2025

 File No. 333-288292

 Dear Mr. Grana:

 On behalf of Oriental Rise
Holdings Limited, a Cayman Islands corporation (the "Company"), we write in response to comments by the staff (the "Staff")
of the Securities and Exchange Commission (the "Commission") in its letter dated July 1, 2025, with reference to the Company's
Registration Statement on Form F-1 filed with the Commission on June 24, 2025, (the "Registration Statement"). We also simultaneously
file with the Commission an amended Registration Statement on Form F-1 in response to such comments.

 For the convenience of the
Staff, each of the Staff's comments is included and is followed by the corresponding response of the Company.

 Registration Statement on Form F-1

 General

 1.
 We note your response to prior comment 2. Please revise to reinstate the reference to "sudden or unexpected" changes in laws and regulations in the heading of the risk factor on page 44.

 Response : In response
to the Staff's comment, we have revised the heading of the subject risk factor on page 44 as requested.

 We thank the Staff for its
review of the foregoing and believe the Registration Statement and the responses herein address the Staff's comments. If we can
provide any further assistance, please do not hesitate to contact the undersigned.

 Sincerely yours,

 THE CRONE LAW GROUP, P.C.

 /s/ Joe Laxague

 Joe Laxague

 cc:
 Dezhi Liu

 Chief Executive Officer

 ORIENTAL RISE HOLDINGS LIMITED

 420 Lexington Avenue, Suite 2446, New York, NY 10170
| 646-861-7891

 1 East Liberty St., Suite 600, Reno, NV 89501 |
775-234-5221

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 July 1, 2025

Dezhi Liu
Chief Executive Officer
Oriental Rise Holdings Limited
No. 48 Xianyu Road
Shuangcheng Town, Zherong County
Ningde City, Fujian Province
People s Republic of China, 355399

 Re: Oriental Rise Holdings Limited
 Registration Statement on Form F-1
 Filed June 24, 2025
 File No. 333-288292
Dear Dezhi Liu:

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

 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 March 28,
2025 letter.

Registration Statement on Form F-1
General

1. We note your response to prior comment 2. Please revise to reinstate the
reference to
 "sudden or unexpected" changes in laws and regulations in the heading of
the risk
 factor on page 44.
 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.
 July 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 Juan Grana at 202-551-6034 or Margaret Sawicki at
202-551-7153
with any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Industrial
Applications and
 Services
cc: Joe Laxague, Esq.
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 June 23, 2025

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Industrial Applications and Services

 100 F Street, N.E.

 Washington, DC 20549

 Attn:
 Juan Grana

 Margaret Sawicki

 Re:
 ORIENTAL RISE HOLDINGS LIMITED

 Draft Registration Statement on Form F-1

 Submitted March 24, 2025

 CIK No. 0001964664

 Dear Ladies and Gentlemen:

 On behalf of our client, Oriental
Rise Holdings Limited, a Cayman Islands corporation (the " Company "), we hereby publicly file with the Securities
and Exchange Commission (the " Commission ") a Registration Statement on Form F-1 (the " Registration
Statement ") in response to the comments of the staff (the " Staff ") received by electronic mail
dated March 28, 2025 relating to the Company's Draft Registration Statement on Form F-1 submitted with the Commission on March 24,
2025.

 For the convenience of the
Staff, the numbered paragraphs below correspond to the numbered comments in the Staff's letter and the Staff's comments are
presented in bold italics. In addition to addressing the comments raised by the Staff in its letter, the Company has revised the Registration
Statement to update other disclosures.

 Draft Registration Statement on Form F-1

 Cover Page

 1.
 We note your disclosure that "[i]n the reporting periods presented and as of the date of this prospectus, in addition to the US$1 million transferred from our PRC subsidiaries to East Asia Enterprise, no cash and other asset transfers have occurred among the Company and its subsidiaries; and no dividends or distributions of a subsidiary has been made to the Company." Please clarify the amount transferred by each PRC subsidiary to East Asia Enterprise, and reconcile this disclosure with your disclosures on page 17 that "[i]n the reporting periods presented and as of the date of prospectus, no cash and other asset transfers have occurred among the Company and its subsidiaries."

 Response : In response
to the Staff's comment, we have revised the disclosure on page 17 of the Registration Statement to update and correct this information,
and to indicate the specific entities and amounts for the transfers.

 420 Lexington Avenue, Suite 2446, New York, NY 10170
| 646-861-7891

 1 East Liberty St., Suite 600, Reno, NV 89501 |
775-234-5221

 2.
 In comparing your China-based company disclosure against your most recent posteffective amendment to Form F-1 (File No. 333-274976) we note certain changes to your disclosure appearing on the cover page, in your prospectus summary and risk factor sections relating to legal and operational risks associated with operating in the PRC. It is unclear to us that there have been changes in the regulatory environment in the PRC since that post-effective amendment to Form F-1 was declared effective on September 30, 2024, warranting revised disclosure to mitigate the challenges you face and related disclosures. The Division's Sample Letters to China-Based Companies sought specific disclosure relating to the risk that the PRC government may intervene in or influence your operations at any time, or may exert control over operations of your business, which could result in a material change in your operations and/or the value of the securities you are registering for sale. We remind you that, pursuant to federal securities rules, the term "control" (including the terms "controlling," "controlled by," and "under common control with") as defined in Securities Act Rule 405 means "the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract, or otherwise." The Sample Letters also sought specific disclosures relating to uncertainties regarding the enforcement of laws and that the rules and regulations in China can change quickly with little advance notice. We do not believe that your revised disclosure conveys the same risk. Please restore your disclosures in these areas to the disclosures as they existed in the post-effective amendment to Form F-1 effective as of September 30, 2024.

 Response : In response
to the Staff's comment, we have restored our disclosures in those areas to the disclosures as they existed in the post-effective
amendment to Form F-1 effective as of September 30, 2024.

 We thank the Staff for its
review of the foregoing and believe the Registration Statement and the responses herein address the Staff's comments. If we can
provide any further assistance, please do not hesitate to contact the undersigned.

 Sincerely yours,

 THE CRONE LAW GROUP, P.C.

 /s/ Joe Laxague

 Joe Laxague

 cc:
 Dezhi Liu

 Chief Executive Officer

 ORIENTAL RISE HOLDINGS LIMITED

 420 Lexington Avenue, Suite 2446, New York, NY 10170
| 646-861-7891

 1 East Liberty St., Suite 600, Reno, NV 89501 |
775-234-5221

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 28, 2025

Dezhi Liu
Chief Executive Officer
ORIENTAL RISE HOLDINGS LIMITED
No. 48 Xianyu Road
Shuangcheng Town, Zherong County
Ningde City, Fujian Province
People s Republic of China, 355399

 Re: ORIENTAL RISE HOLDINGS LIMITED
 Draft Registration Statement on Form F-1
 Submitted March 24, 2025
 CIK No. 0001964664
Dear Dezhi Liu:

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

 Please respond to this letter by providing any requested information
and by publicly
filing your registration statement and non-public draft submission on EDGAR. If
you do not
believe a comment applies to your facts and circumstances or do not believe an
amendment is
appropriate, please tell us why in your response.

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

Draft Registration Statement on Form F-1
Cover Page

1. We note your disclosure that "[i]n the reporting periods presented and
as of the date of
 this prospectus, in addition to the US$1 million transferred from our
PRC subsidiaries
 to East Asia Enterprise, no cash and other asset transfers have occurred
among the
 Company and its subsidiaries; and no dividends or distributions of a
subsidiary has
 been made to the Company." Please clarify the amount transferred by each
PRC
 subsidiary to East Asia Enterprise, and reconcile this disclosure with
your disclosures
 on page 17 that "[i]n the reporting periods presented and as of the date
of prospectus,
 no cash and other asset transfers have occurred among the Company and
its
 subsidiaries."
 March 28, 2025
Page 2

General

2. In comparing your China-based company disclosure against your most
recent post-
 effective amendment to Form F-1 (File No. 333-274976) we note certain
changes to
 your disclosure appearing on the cover page, in your prospectus summary
and risk
 factor sections relating to legal and operational risks associated with
operating in the
 PRC. It is unclear to us that there have been changes in the regulatory
environment in
 the PRC since that post-effective amendment to Form F-1 was declared
effective on
 September 30, 2024, warranting revised disclosure to mitigate the
challenges you face
 and related disclosures. The Division's Sample Letters to China-Based
Companies
 sought specific disclosure relating to the risk that the PRC government
may intervene
 in or influence your operations at any time, or may exert control over
operations of
 your business, which could result in a material change in your
operations and/or the
 value of the securities you are registering for sale. We remind you
that, pursuant to
 federal securities rules, the term control (including the terms
controlling,
 controlled by, and under common control with ) as defined in
Securities Act Rule
 405 means the possession, direct or indirect, of the power to direct
or cause the
 direction of the management and policies of a person, whether through
the ownership
 of voting securities, by contract, or otherwise. The Sample Letters
also sought
 specific disclosures relating to uncertainties regarding the enforcement
of laws and
 that the rules and regulations in China can change quickly with little
advance
 notice. We do not believe that your revised disclosure conveys the same
 risk. Please restore your disclosures in these areas to the disclosures
as they existed in
 the post-effective amendment to Form F-1 effective as of September 30,
2024.
 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 We also remind you that your registration statement must be on file no
later than 48
hours prior to the requested effective date and time. Refer to Rules 460 and
461 regarding
requests for acceleration. Please allow adequate time for us to review any
amendment prior to
the requested effective date of the registration statement.

 Please contact Juan Grana at 202-551-6034 or Margaret Sawicki at
202-551-7153
with any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Industrial Applications and
 Services
cc: Joe Laxague, Esq.
</TEXT>
</DOCUMENT>

CORRESP
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    Joe Laxague

    Partner

    jlaxague@cronelawgroup.com

    Camilla Zheng

    Associate

    zzheng@cronelawgroup.com

VIA EDGAR

June 14, 2024

U.S. SECURITIES AND EXCHANGE COMMISSION

Division of Corporation Finance

Office of Industrial Applications and Services

100 F Street, N.E.

Washington, DC 20549

Attn: Juan Grana

Lauren Nguyen

 Re: Oriental Rise Holdings Limited

Post-Effective Amendment No. 1 to

Registration Statement on Form F-1

Filed May 13, 2024

File No. 333-274976

Dear Mr. Grana and Ms. Nguyen

On behalf of Oriental Rise Holdings Limited, an exempted company incorporated
in the Cayman Islands (the “Company”), we write in response to comments by the staff (the “Staff”) of the Securities
and Exchange Commission (the “Commission”) in its letter dated June 11, 2024, with reference to Post-Effective Amendment No.
1 to the Company’s Registration Statement on Form F-1 filed with the Commission on May 13, 2024, (the “Registration Statement”).

For the convenience of the
Staff, each of the Staff’s comments is included and is followed by the corresponding response of the Company.

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

Cover Page

1.
We note your disclosure that you “intend to list the Ordinary Shares on the Nasdaq Capital Market under the symbol “ORIS.”
Please revise to disclose whether you have filed a listing application with Nasdaq.

Response: In response this comment,
the Company has amended the Registration Statement on the cover pages of the Public Offering Prospectus and the Resale Prospectus to indicate
that it has filed a listing application with Nasdaq.

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Industrial Applications and Services

June 14, 2024

Page | 2

2.
We note your disclosure that on January 24, 2024, you received a filing notice from the CSRC in relation to the offering, which indicated
that you completed the required filing application procedures for this offering. Please confirm in writing that you will notify us promptly
of any changes to your disclosure regarding or requested by the CSRC. Please also confirm that you will file any required additional materials
with the CSRC should this post-effective amendment trigger any additional filing procedures with the CSRC.

Response: In response
to this comment, the Company confirms that it will notify the Commission promptly of any changes to its disclosure regarding or requested
by the CSRC. This post-effective amendment has not triggered any additional filing procedures with the CSRC at this time.

The PRC’s Trial Administrative
Measures of Overseas Securities Offering and Listing by Domestic Companies (the “Overseas Listing Trial Measures”) and relevant
supporting guidelines (collectively, the “New Administrative Rules Regarding Overseas Listings”) specify the following circumstances
under which the Company would be required to update its filing materials with the CSRC after the CSRC has already issued the required
filing notice: (i) if the Company fails to complete the offering within one year; or (2) if any material matters (which include a major
change in the main business or business license qualification of the Company, a change of control or material change in the equity structure
of the Company, or major adjustments to the Company’s offering and listing plan) occur before the Company completes the offering.

Pursuant to the New Administrative Rules Regarding Overseas Listings,
the Company completed the required CSRC filing application procedures on January 24, 2024. The Company’s filing is valid for one
year. Accordingly, so long as the Company can complete offering and listing before January 24, 2025, and so long as no material matters
specified in the New Administrative Rules Regarding Overseas Listings occur, the CSRC generally will not require the Company to file additional
materials before the offering and listing.

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Industrial Applications and Services

June 14, 2024

Page | 3

We thank the Staff for its
review of the Registration Statement and this correspondence. Please feel free to contact me should you require additional information
at (775) 234-5221 or jlaxague@cronelawgroup.com.

    Sincerely yours,

    THE CRONE LAW GROUP P.C.

    /s/ Joe Laxague

    Joe Laxague

cc: Dezhi Liu

Chief Executive Officer

Oriental Rise Holdings Limited

United States securities and exchange commission logo
June 11, 2024
Dezhi Liu
Chief Executive Officer
Oriental Rise Holdings Limited
No. 48 Xianyu Road
Shuangcheng Town, Zherong County
Ningde City, Fujian Province
People’s Republic of China
Re:Oriental Rise Holdings Limited
Post-Effective Amendment No. 1 to
Registration Statement on Form F-1
Filed May 13, 2024
File No. 333-274976
Dear Dezhi Liu:
            We have reviewed your post-effective amendment 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.
Post-Effective Amendment No. 1 to Registration Statement on Form F-1
Cover Page
1.We note your disclosure that you "intend to list the Ordinary Shares on the Nasdaq Capital
Market under the symbol “ORIS.” Please revise to disclose whether you have filed a
listing application with Nasdaq.
2.We note your disclosure that on January 24, 2024, you received a filing notice from the
CSRC in relation to the offering, which indicated that you completed the required filing
application procedures for this offering. Please confirm in writing that you will notify us
promptly of any changes to your disclosure regarding or requested by the CSRC. Please
also confirm that you will file any required additional materials with the CSRC should
this post-effective amendment trigger any additional filing procedures with the CSRC.

 FirstName LastNameDezhi Liu
 Comapany NameOriental Rise Holdings Limited
 June 11, 2024 Page 2
 FirstName LastName
Dezhi Liu
Oriental Rise Holdings Limited
June 11, 2024
Page 2
            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 Julie Sherman at 202-551-3640 or Li Xiao at 202-551-4391 if you have
questions regarding comments on the financial statements and related matters. Please contact
Juan Grana at 202-551-6034 or Lauren Nguyen at 202-551-3642 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Joe Laxague, Esq.

CORRESP
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ORIENTAL RISE HOLDINGS LIMITED

March 27, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Industrial Applications and Services

100 F Street, NE

Washington, D.C., 20549

    Attn:
    Julie Sherman

    Terence O’Brien

    Conlon Danberg

    Margaret Schwartz

    Re:
    Oriental Rise Holdings Limited (the “Company”)

    Registration Statement on Form F-1, as amended (File No. 333-274976)

    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 (the “Securities Act”), Oriental Rise Holdings Limited
hereby requests an acceleration of the effectiveness of the above-referenced Registration Statement on Form F-1, as amended, so that
such Registration Statement will become effective at 5:00 p.m., Eastern Time, on March 29, 2024 or as soon thereafter as practicable.

The Company understands that the Commission will
consider this request for acceleration of the effective date of the Registration Statement as a confirmation of the fact that the Company
is aware of its responsibilities under the Securities Act as they relate to the proposed public offering of the securities specified in
the Registration Statement. In addition, the Company hereby withdraws its prior request for acceleration of the effective date of the
above-referenced Amended Registration Statement previously filed on the EDGAR system on March 26, 2024.

The Company
acknowledges the following:

 ● Should
                                            the U.S. Securities and Exchange Commission (the “Commission”) or the staff,
                                            acting pursuant to delegated authority, declare the filing effective, it does not foreclose
                                            the Commission from taking any action with respect to the filing;

 ● 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,

    Oriental Rise Holdings Limited

    By:
    /s/ Dezhi Liu

    Name:
    Dezhi Liu

    Title:
    Chief Executive Officer and Chairman

CORRESP
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US Tiger Securities, Inc.

March 27, 2024

Via EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Industrial Applications and Services

100 F Street, N.E.

Washington, DC 20549

    Attn:
    Julie Sherman

    Terence O’Brien

    Conlon Danberg

    Margaret Schwartz

    Re:
    Oriental Rise Holdings Limited

    Registration Statement on Form F-1, as amended

    Initially Filed on October 13, 2023

    File No. 333-274976

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, US Tiger Securities,
Inc., as the underwriter, hereby requests acceleration of the effective date of the above-referenced Registration Statement so that it
will become effective at 5:00 p.m., Eastern Time, on Friday, March 29, 2024, or as soon thereafter as practicable. In addition, U.S. Tiger
Securities, Inc. hereby withdraws its prior request for acceleration of the effective date of the above-referenced Amended Registration
Statement previously filed on the EDGAR system on March 26, 2024.

Pursuant to Rule 460 under
the Act, we wish to advise you that we have distributed as many copies of the Preliminary Prospectus dated March 27, 2024, 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,

US Tiger Securities, Inc.

    By:
    /s/ Tony Tian

    Name:
    Tony Tian

    Title:

    Managing Director

    Head of Capital Markets

CORRESP
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US
Tiger Securities, Inc.

March 26, 2024

Via EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Industrial Applications and Services

100 F Street, N.E.

Washington, DC 20549

    Attn:
    Julie Sherman

                                   Terence O'Brien

                                   Conlon Danberg

                                   Margaret
Schwartz

    Re:
    Oriental Rise Holdings Limited

    Registration Statement on Form F-1, as amended

    Initially Filed on October 13, 2023

    File No. 333-274976

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, US Tiger Securities,
Inc., as the underwriter, hereby requests acceleration of the effective date of the above-referenced Registration Statement so that it
will become effective at 5:00 p.m., Eastern Time, on Thursday, March 28, 2024, or as soon thereafter as practicable.

Pursuant to Rule 460 under the
Act, we wish to advise you that we have distributed as many copies of the Preliminary Prospectus dated March 25, 2024, 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,

US Tiger Securities, Inc.

    By:
    /s/ Tony Tian

    Name:
    Tony Tian

    Title:

    Managing Director

    Head of Capital Markets

CORRESP
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ORIENTAL RISE
HOLDINGS LIMITED

March 26, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Industrial Applications and Services

100 F Street, NE

Washington, D.C., 20549

    Attn:
    Julie Sherman

                                                     Terence O'Brien

                                                     Conlon Danberg

                                                     Margaret
Schwartz

    Re:
    Oriental Rise Holdings Limited (the “Company”)

    Registration Statement on Form F-1, as amended (File No. 333-274976)

    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 (the “Securities Act”), Oriental Rise Holdings Limited hereby requests
an acceleration of the effectiveness of the above-referenced Registration Statement on Form F-1, as amended, so that such Registration
Statement will become effective at 5:00 p.m., Eastern Time, on March 28, 2024 or as soon thereafter as practicable.

The Company understands that the Commission will consider
this request for acceleration of the effective date of the Registration Statement as a confirmation of the fact that the Company is aware
of its responsibilities under the Securities Act as they relate to the proposed public offering of the securities specified in the Registration
Statement.

The Company acknowledges the following:

 · Should the U.S. Securities and Exchange Commission (the “Commission”)
or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any
action with respect to the filing;

 · 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,

    Oriental Rise Holdings Limited

    By:
    /s/ Dezhi Liu

    Name:
    Dezhi Liu

    Title:
    Chief Executive Officer and Chairman

CORRESP
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Joe Laxague

Partner

jlaxague@cronelawgroup.com

Mason Allen

Of Counsel

mallen@cronelawgroup.com

VIA EDGAR

January 25, 2024

U.S. SECURITIES AND EXCHANGE COMMISSION

Division of Corporation Finance

Office of Industrial Applications and Services

100 F Street, N.E.

Washington, DC 20549

    Attn:
    Conlon Danberg

    Margaret Schwartz

    Re:
    Oriental Rise Holdings Limited

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

    Filed January 9, 2024

    File No. 333-274976

Dear Mr.
Danberg and Ms. Schwartz

On behalf of Oriental Rise
Holdings Limited, a Cayman Islands corporation (the “Company”), we write in response to comments by the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) in its letter dated January 17, 2024, with reference to Amendment
No. 3 to the Company’s Registration Statement on Form F-1 filed with the Commission on January 9, 2024, (the “Registration
Statement”). We also simultaneously file with the Commission an amended Registration Statement on Form F-1 in response to such comments.

For the convenience of the
Staff, each of the Staff’s comments is included and is followed by the corresponding response of the Company.

Amendment No. 3 to Registration Statement on Form F-1, filed January
9, 2024

Executive Compensation, page 143

1. Please include executive compensation disclosure for your executive officers for the fiscal year ended December 31, 2023. Please refer
to to Item 4.a of Form F-1 and Item 6.B of Form 20-F, which require compensation disclosure for the company's "last full financial
year."

Response: In response
this comment, the Company has amended the Registration Statement’s Executive Compensation table to disclose compensation for its
executive officers for the fiscal years ended December 31, 2023 and 2022.

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Industrial Applications and Services

January 25, 2024

P a g e | 2

General

2. We note your revised disclosure in response to prior comment 2 and reissue the comment. It is still unclear to us that there have been
changes in the regulatory environment in the PRC since the amendment that was filed on July 7, 2023, warranting revised disclosure to
mitigate the challenges you face and related disclosures. Please restore your disclosures to the disclosures as they existed in the registration
statement as of July 7, 2023.

Response: In response
this comment, the Company has amended the Registration Statement to restore all disclosures regarding PRC regulatory, governmental, legal,
and similar risks to the specific language used in its Draft Registration Statement filed July 7, 2023.

3. We note your response to prior comment 4. Please revise the Resale Prospectus cover page to include the China-Based Issuer-related changes
you made to the Public Offering Prospectus cover page in this Amendment No. 3 to the F-1.

Response: In response
to this comment, the Company has amended the Registration Statement to conform the China-Based Issuer-related information on the Resale
Prospectus cover page to the information (as amended) on the cover page of the Public Offering Prospectus.

We thank the Staff for its
review of the Registration Statement and this correspondence. Please feel free to contact me should you require additional information
at (775) 234-5221 or jlaxague@cronelawgroup.com.

    Sincerely yours,

    THE CRONE LAW GROUP P.C.

    /s/ Joe Laxague

    Joe Laxague

    cc:
    Dezhi Liu

    Chief Executive Officer

    Oriental Rise Holdings Limited

United States securities and exchange commission logo
January 17, 2024
Dezhi Liu
Chief Executive Officer
Oriental Rise Holdings Limited
No. 48 Xianyu Road
Shuangcheng Town, Zherong County
Ningde City, Fujian Province
People’s Republic of China
Re:Oriental Rise Holdings Limited
Amendment No. 3 to Registration Statement on Form F-1
Filed January 9, 2024
File No. 333-274976
Dear Dezhi Liu:
            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 27, 2023 letter.
Amendment No. 3 to Registration Statement on Form F-1, filed January 9, 2024
Executive Compensation, page 143
1.Please include executive compensation disclosure for your executive officers for the fiscal
year ended December 31, 2023. Please refer to to Item 4.a of Form F-1 and Item 6.B of
Form 20-F, which require compensation disclosure for the company's "last full financial
year."
General
2.We note your revised disclosure in response to prior comment 2 and reissue the comment.
It is still unclear to us that there have been changes in the regulatory environment in the
PRC since the amendment that was filed on July 7, 2023, warranting revised disclosure to

 FirstName LastNameDezhi Liu
 Comapany NameOriental Rise Holdings Limited
 January 17, 2024 Page 2
 FirstName LastName
Dezhi Liu
Oriental Rise Holdings Limited
January 17, 2024
Page 2
mitigate the challenges you face and related disclosures. Please restore your disclosures to
the disclosures as they existed in the registration statement as of July 7, 2023.
3.We note your response to prior comment 4. Please revise the Resale Prospectus cover
page to include the China-Based Issuer-related changes you made to the Public Offering
Prospectus cover page in this Amendment No. 3 to the F-1.
            Please contact Julie Sherman at 202-551-3640 or Terence O'Brien at 202-551-3355 if you
have questions regarding comments on the financial statements and related matters. Please
contact Conlon Danberg at 202-551-4466 or Margaret Sawicki at 202-551-7153 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Joe Laxague, Esq.

CORRESP
1
filename1.htm

Joe Laxague

 Partner

jlaxague@cronelawgroup.com

Mason Allen

Of Counsel

mallen@cronelawgroup.com

VIA EDGAR

January 9, 2024

U.S. SECURITIES AND EXCHANGE COMMISSION

Division of Corporation Finance

Office of Industrial Applications and Services

100 F Street, N.E.

Washington, DC 20549

  Attn:
  Conlon Danberg

  Margaret Schwartz

    Re:
    Oriental Rise Holdings Limited

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

    Filed December 14, 2023

    File No. 333-274976

Dear Mr. Danberg and Ms. Schwartz

On behalf of Oriental Rise
Holdings Limited, a Cayman Islands corporation (the “Company”), we write in response to comments by the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) in its letter dated December 27, 2023, with reference to Amendment
No. 2 to the Company’s Registration Statement on Form F-1 filed with the Commission on December 14, 2023, (the “Registration
Statement”). We also simultaneously file with the Commission an amended Registration Statement on Form F-1 in response to such comments.

For the convenience of the
Staff, each of the Staff’s comments is included and is followed by the corresponding response of the Company.

Amendment No. 2 to Registration Statement on Form F-1, filed December
14, 2023

Cover Page

1.
We note that the cover page states: “Up to 1,000,000 Ordinary Shares may be offered for resale or otherwise disposed of by each shareholder
named in this prospectus (the “Selling Shareholders”).” Please revise to clarify this is a separate prospectus.

Response: In response
this comment, the Company has amended the Registration Statement where indicated to clarify that the selling shareholders are named in
the separate Resale Prospectus.

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Industrial Applications and Services

January 9, 2024

Page | 2

General

2.
We note your revised disclosure in response to previous comment 6 and reissue the comment. Please restore your disclosures to the disclosures
as they existed in the registration statement as of July 7, 2023.

Response: In response
this comment, the Company has amended the Registration Statement to restore all disclosures regarding PRC regulatory, governmental, legal,
and similar risks to the specific language used in its Draft Registration Statement filed July 7, 2023.

3.
We note the Selling Shareholders section was removed from the Public Offering Prospectus, please revise to reinstate this section in the
Public Offering Prospectus so that investors in the public offering have this information as well.

Response: In response
to this comment, the Company has amended the Registration Statement to reinstate the Selling Shareholders section in the Public Offering
Prospectus.

Resale Prospectus Cover Page, page Alt-i

4.
We note that you have included separate pages for the resale prospectus. Please revise the cover page of the resale prospectus to include
the information from the cover page of the public offering prospectus, including the disclosure related to your organizational structure,
risks related to operations in China and Hong Kong, how you will refer to the holding company and subsidiaries and how cash is transferred
in your organization.

Response: In response
this comment, the Company has amended the Registration Statement to include the information described in this comment in the cover page
of the Resale Prospectus.

We thank the Staff for its
review of the Registration Statement and this correspondence. Please feel free to contact me should you require additional information
at (775) 234-5221 or jlaxague@cronelawgroup.com.

    Sincerely yours,

    THE CRONE LAW GROUP P.C.

    /s/ Joe Laxague

    Joe Laxague

    cc:
    Dezhi Liu

    Chief Executive Officer

    Oriental Rise Holdings Limited

United States securities and exchange commission logo
December 27, 2023
Dezhi Liu
Chief Executive Officer
Oriental Rise Holdings Limited
No. 48 Xianyu Road
Shuangcheng Town, Zherong County
Ningde City, Fujian Province
People’s Republic of China
Re:Oriental Rise Holdings Limited
Amendment No. 2 to Registration Statement on Form F-1
Filed December 14, 2023
File No. 333-274976
Dear Dezhi Liu:
            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 1, 2023 letter.
Amendment No. 2 to Registration Statement on Form F-1 filed December 14, 2023
Cover Page
1.We note that the cover page states: "Up to 1,000,000 Ordinary Shares may be offered for
resale or otherwise disposed of by each shareholder named in this prospectus (the "Selling
Shareholders")." Please revise to clarify this is a separate prospectus.
General
2.We note your revised disclosure in response to previous comment 6 and reissue the
comment. Please restore your disclosures to the disclosures as they existed in the
registration statement as of July 7, 2023.

 FirstName LastNameDezhi Liu
 Comapany NameOriental Rise Holdings Limited
 December 27, 2023 Page 2
 FirstName LastName
Dezhi Liu
Oriental Rise Holdings Limited
December 27, 2023
Page 2
3.We note the Selling Shareholders section was removed from the Public Offering
Prospectus, please revise to reinstate this section in the Public Offering Prospectus so that
investors in the public offering have this information as well.
Resale Prospectus Cover Page, page Alt-i
4.We note that you have included separate pages for the resale prospectus. Please revise the
cover page of the resale prospectus to include the information from the cover page of the
public offering prospectus, including the disclosure related to your organizational
structure, risks related to operations in China and Hong Kong, how you will refer to the
holding company and subsidiaries and how cash is transferred in your organization.

            Please contact Julie Sherman at 202-551-3640 or Terence O'Brien at 202-551-3355 if you
have questions regarding comments on the financial statements and related matters. Please
contact Conlon Danberg at 202-551-4466 or Margaret Sawicki at 202-551-7153 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Joe Laxague, Esq.

CORRESP
1
filename1.htm

    Joe Laxague

    Partner

    jlaxague@cronelawgroup.com

    Mason Allen

    Of Counsel

    mallen@cronelawgroup.com

VIA EDGAR

December 14, 2023

U.S. SECURITIES AND EXCHANGE COMMISSION

Division of Corporation Finance

Office of Industrial Applications and Services

100 F Street, N.E.

Washington, DC 20549

    Attn:
    Conlon Danberg

    Margaret Schwartz

    Re:
    Oriental Rise Holdings Limited

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

    Filed November 14, 2023

    File No. 333-274976

Dear Mr. Danberg and Ms. Schwartz

On behalf of Oriental Rise
Holdings Limited, a Cayman Islands corporation (the “Company”), we write in response to comments by the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) in its letter dated December 1, 2023, with reference to Amendment
No. 1 to the Company’s Registration Statement on Form F-1 filed with the Commission on November 14, 2023, (the “Registration
Statement”). We also simultaneously file with the Commission an amended Registration Statement on Form F-1 in response to such comments.

For the convenience of the
Staff, each of the Staff’s comments is included and is followed by the corresponding response of the Company.

Amendment No. 1 to Registration Statement on Form F-1, filed November
14, 2023

Cover Page

1. We
note your response to previous comment 1. Given that the securities offered in your primary and resale offerings are being offered pursuant
to two different plans of distribution and at different pricing please tell us why you are including the resale offering in the same prospectus
as your underwritten primary offering rather that as two, separate prospectuses within the same registration statement. Please also advise
us as to how you will inform investors whether they will be investing in the primary offering by the company, in which case the company
would receive the proceeds, or in the resale offering.

Response: In response
this comment, the Company has amended the Registration Statement to present a separate prospectus for the selling shareholder offering
immediately following the primary prospectus, with alternate pages presented for the selling shareholder offering as applicable.

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Industrial Applications and Services

December 14, 2023

P a g e | 2

Selling Shareholders

Plan of Distribution, page 65

2. We
note your response to previous comment 9, which we reissue. Please revise to fix an initial price for the resale offering until your ordinary
shares are listed on the Nasdaq Capital Market and there is an established market for these resale shares. Refer to Item 501(b)(3) of
Regulation S-K. We also note in your response that you state that “any and all shares sold in the resale offering will be sold on
a national securities exchange.” We note your disclosure here that sales by the Selling Shareholders may be effected in transactions
“in the over-the-counter market” and “in transactions otherwise than on these exchanges or systems or in the over-the-counter
market.” Please reconcile these two statements.

Response: In response
this comment, the Company has amended the Registration Statement to designate a fixed price of $4.00 per share for the selling shareholder
offering sales, if any, occurring prior to listing of the Company’s ordinary shares on the Nasdaq Capital Market. In addition, references
to sales in the over-the-counter market have been deleted.

Item 8. Exhibits and Financial Statement Schedules,
page II-2

3. We
note that the opinion of Jingtian & Gongcheng, your PRC legal counsel, filed as Exhibit 8.1 is undated and unsigned. Please revise
to include a signed and dated copy of the legal opinion. Additionally, your disclosure on page 119 states: “Our PRC counsel has
also informed us that, in their opinion, the Zherong County Immovable Property Registration Centre will accept our application upon our
submission of the Title Investigation Report and any other documents required for the registration.” This opinion does not appear
to be covered in the opinion filed as Exhibit 8.1, please have counsel revise the opinion accordingly.

Response: In response
to this comment, an updated opinion from Jingtian & Gongcheng has been filed as Exhibit 8.1. The updated opinion is signed and dated.
In addition, the updated opinion addresses the item described in this comment under opinionn6(iii)(c) on page 6.

4. Please
have counsel remove assumption 2.9 and from the legality opinion filed as Exhibit 5.1. Refer to Section II.B.3.a of Staff Legal Bulletin
No. 19.

Response: In response
to this comment, an updated opinion from Conyers has been filed as Exhibit 5.1. The updated opinion has reworded assumption 2.9 so that
the opinion no longer assumes that the Company has sufficient authorized shares. As reworded, assumption 2.9 assumes that the Company’s
number of authorized and unissued ordinary shares will not be changed following the date of the opinion.

5. Please
file consents of your Cayman Islands legal counsel and your PRC legal counsel, similar to how you filed the consents for PKF and CIC.
Although the consent is not filed as a separate document, you may list it, then refer to its location in the opinions filed as Exhibits
5.1 and 8.1. See Item 601(b)(23) of Regulation S-K.

Response: In response
this comment, the Company has amended the Registration Statement to include new Exhibits 23.3 and 23.4 in the Exhibit table, indicating
that the consents of the Company’s Cayman Islands counsel and PRC counsel are included in Exhibits 5.1 and 8.1, respectively.

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Industrial Applications and Services

December 14, 2023

P a g e | 3

General

6. We
note your response to previous comment 8 and reissue the comment in part. We note the revised disclosure appearing on the cover page,
Summary and Risk Factor sections relating to legal and operational risks associated with operating in China and PRC regulations. It is
still unclear to us that there have been changes in the regulatory environment in the PRC since the amendment that was filed on July 7,
2023, warranting revised disclosure to mitigate the challenges you face and related disclosures. The Sample Letters to China-Based Companies
sought specific disclosure relating to the risk that the PRC government may intervene in or influence your operations at any time, or
may exert control over operations of your business, which could result in a material change in your operations and/or the value of the
securities you are registering for sale. We remind you that, pursuant to federal securities rules, the term “control” (including
the terms “controlling,” “controlled by,” and “under common control with”) as defined in Securities
Act Rule 405 means “the possession, direct or indirect, of the power to direct or cause the direction of the management and policies
of a person, whether through the ownership of voting securities, by contract, or otherwise.” The Sample Letters also sought specific
disclosures relating to uncertainties regarding the enforcement of laws and that the rules and regulations in China can change quickly
with little advance notice. We do not believe that your revised disclosure conveys the same risk. Please restore your disclosures in these
areas to the disclosures as they existed in the registration statement as of July 7, 2023. As examples, and without limitation, we note
that your revised disclosure in the latest amendment still includes the addition of an “in accordance with applicable laws and regulations”
qualifier with respect to disclosure related to China-Based Companies, and still does not address the following points:

 ● In the Significant Risk Factor Summary section
and the Risk Factor section, disclosure noting that the Chinese government may exercise significant oversight and discretion over the
conduct of your business and may intervene in or influence your operations at any time;

 ● In the Risk Factor section, disclosure referring
to “control of foreign exchange” and “government control,” instead of the current disclosure noting “foreign
exchange management” and “government management;” and

 ● In the Risk Factor section, disclosure noting
the “lack of sufficient transparency” in the regulatory process.

Response: In response
this comment: (1) With respect to the first bullet point in the comment, the Company respectfully notes that this language is already
included in the Significant Risk Factor Summary at page 10, on page 14, in the Risk Factors section at page 42, and in the Risk Factors
section at page 44. In some of these cases, the modifier “significant” was not used and has been added where appropriate to
the amended Registration Statement. (2) With regard to the second bullet point in the comment, the phrase “foreign exchange control”
has been substituted for “foreign exchange management” on page 43 and page 44, and the phrase “government control”
has been substituted for “government management” on page 43. (3) With regard to the third bullet point in the comment, specific
reference to “a lack of sufficient transparency in the regulatory process” has been added to the Risk Factor section on page
43. In addition, the “in accordance with applicable laws and regulations” qualifier has been removed.

7. We
note your response to previous comment 10. Please revise to highlight the risks related to potential price volatility/depreciation for
investors in the primary offering as a result of the resale being at potentially at different pricing than the primary offering after
the initial fixed price.

Response: In response this comment, the
Company has amended the Registration Statement to make the relevant risk factor on page 57 clearer and more explicit regarding the risks
described in this comment.

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Industrial Applications and Services

December 14, 2023

P a g e | 4

We thank the Staff for its
review of the Registration Statement and this correspondence. Please feel free to contact me should you require additional information
at (775) 234-5221 or jlaxague@cronelawgroup.com.

    Sincerely yours,

    THE CRONE LAW GROUP P.C.

    /s/ Joe Laxague

    Joe Laxague

    cc:
    Dezhi Liu

    Chief Executive Officer

    Oriental Rise Holdings Limited

United States securities and exchange commission logo
December 1, 2023
Dezhi Liu
Chief Executive Officer
Oriental Rise Holdings Limited
No. 48 Xianyu Road
Shuangcheng Town, Zherong County
Ningde City, Fujian Province
People’s Republic of China
Re:Oriental Rise Holdings Limited
Amendment No. 1 to Registration Statement on Form F-1
Filed November 14, 2023
File No. 333-274976
Dear Dezhi Liu:
            We have reviewed your amended registration statement and have the following
comment(s).
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our October 30, 2023 letter.
Amendment No. 1 to Registration Statement on Form F-1, filed November 14, 2023
Cover Page
1.We note your response to previous comment 1. Given that the securities offered in your
primary and resale offerings are being offered pursuant to two different plans of
distribution and at different pricing please tell us why you are including the resale offering
in the same prospectus as your underwritten primary offering rather that as two, separate
prospectuses within the same registration statement. Please also advise us as to how you
will inform investors whether they will be investing in the primary offering by the
company, in which case the company would receive the proceeds, or in the resale offering.

 FirstName LastNameDezhi Liu
 Comapany NameOriental Rise Holdings Limited
 December 1, 2023 Page 2
 FirstName LastName
Dezhi Liu
Oriental Rise Holdings Limited
December 1, 2023
Page 2
Selling Shareholders
Plan of Distribution, page 65
2.We note your response to previous comment 9, which we reissue. Please revise to fix an
initial price for the resale offering until your ordinary shares are listed on the Nasdaq
Capital Market and there is an established market for these resale shares. Refer to Item
501(b)(3) of Regulation S-K. We also note in your response that you state that "any and
all shares sold in the resale offering will be sold on a national securities exchange." We
note your disclosure here that sales by the Selling Shareholders may be effected in
transactions "in the over-the-counter market" and "in transactions otherwise than on these
exchanges or systems or in the over-the-counter market." Please reconcile these two
statements.
Item 8. Exhibits and Financial Statement Schedules, page II-2
3.We note that the opinion of Jingtian & Gongcheng, your PRC legal counsel, filed as
Exhibit 8.1 is undated and unsigned. Please revise to include a signed and dated copy of
the legal opinion. Additionally, your disclosure on page 119 states: “Our PRC counsel has
also informed us that, in their opinion, the Zherong County Immovable Property
Registration Centre will accept our application upon our submission of the Title
Investigation Report and any other documents required for the registration.” This opinion
does not appear to be covered in the opinion filed as Exhibit 8.1, please have counsel
revise the opinion accordingly.
4.Please have counsel remove assumption 2.9 and from the legality opinion filed as Exhibit
5.1. Refer to Section II.B.3.a of Staff Legal Bulletin No. 19.
5.Please file consents of your Cayman Islands legal counsel and your PRC legal counsel,
similar to how you filed the consents for PKF and CIC. Although the consent is not filed
as a separate document, you may list it, then refer to its location in the opinions filed as
Exhibits 5.1 and 8.1. See Item 601(b)(23) of Regulation S-K.
General
6.We note your response to previous comment 8 and reissue the comment in part. We note
the revised disclosure appearing on the cover page, Summary and Risk Factor sections
relating to legal and operational risks associated with operating in China and PRC
regulations. It is still unclear to us that there have been changes in the regulatory
environment in the PRC since the amendment that was filed on July 7, 2023, warranting
revised disclosure to mitigate the challenges you face and related disclosures. The Sample
Letters to China-Based Companies sought specific disclosure relating to the risk that the
PRC government may intervene in or influence your operations at any time, or may exert
control over operations of your business, which could result in a material change in your
operations and/or the value of the securities you are registering for sale. We remind you
that, pursuant to federal securities rules, the term “control” (including the terms

 FirstName LastNameDezhi Liu
 Comapany NameOriental Rise Holdings Limited
 December 1, 2023 Page 3
 FirstName LastName
Dezhi Liu
Oriental Rise Holdings Limited
December 1, 2023
Page 3
“controlling,” “controlled by,” and “under common control with”) as defined in Securities
Act Rule 405 means “the possession, direct or indirect, of the power to direct or cause the
direction of the management and policies of a person, whether through the ownership of
voting securities, by contract, or otherwise.” The Sample Letters also sought specific
disclosures relating to uncertainties regarding the enforcement of laws and that the rules
and regulations in China can change quickly with little advance notice. We do not believe
that your revised disclosure conveys the same risk. Please restore your disclosures in these
areas to the disclosures as they existed in the registration statement as of July 7, 2023. As
examples, and without limitation, we note that your revised disclosure in the latest
amendment still includes the addition of an “in accordance with applicable laws and
regulations” qualifier with respect to disclosure related to China-Based Companies, and
still does not address the following points:

•In the Significant Risk Factor Summary section and the Risk Factor section,
disclosure noting that the Chinese government may exercise significant oversight and
discretion over the conduct of your business and may intervene in or influence your
operations at any time;
•In the Risk Factor section, disclosure referring to "control of foreign exchange" and
"government control,” instead of the current disclosure noting "foreign exchange
management" and "government management;” and
•In the Risk Factor section, disclosure noting the “lack of sufficient transparency” in
the regulatory process.
7.We note your response to previous comment 10. Please revise to highlight the risks related
to potential price volatility/depreciation for investors in the primary offering as a result of
the resale being at potentially at different pricing than the primary offering after the initial
fixed price.
            Please contact Julie Sherman at 202-551-3640 or Terence O'Brien at 202-551-3355 if you
have questions regarding comments on the financial statements and related matters. Please
contact Conlon Danberg at 202-551-4466 or Margaret Schwartz at 202-551-7153 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Joe Laxague, Esq.

CORRESP
1
filename1.htm

    Joe Laxague

    Partner

    jlaxague@cronelawgroup.com

    Mason Allen

    Of Counsel

    mallen@cronelawgroup.com

VIA EDGAR

November 14, 2023

U.S. SECURITIES AND EXCHANGE COMMISSION

Division of Corporation Finance

Office of Industrial Applications and Services

100 F Street, N.E.

Washington, DC 20549

    Attn:
    Julie Sherman

    Terence O’Brien

    Conlon Danberg

    Margaret Schwartz

    Re:
    Oriental Rise Holdings Limited

    Registration Statement on Form F-1

    Filed October 13, 2023

    File No. 333-274976

Dear Mr. Danberg and Ms. Schwartz

On behalf of Oriental Rise
Holdings Limited, a Cayman Islands corporation (the “Company”), we write in response to comments by the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) in its letter dated October 30, 2023, with reference to the Company’s
Registration Statement on Form F-1 filed with the Commission on October 13, 2023, (the “Registration Statement”). We also
simultaneously file with the Commission an amended Registration Statement on Form F-1 in response to such comments.

For the convenience of the
Staff, each of the Staff’s comments is included and is followed by the corresponding response of the Company.

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Industrial Applications and Services

November 14, 2023

Page | 2

Registration Statement on Form F-1 filed October 13, 2023

Cover Page

1. We
note your disclosure that the Selling Shareholders will not sell any Ordinary Shares until after the closing of the underwritten primary
offering. Please advise us why you are including the selling shareholder offering in the same prospectus as your underwritten primary
offering or have not elected to use a prospectus supplement for the selling shareholder offering.

Response: In response
this comment, the Company respectfully advises the Commission that the offering by the Selling Shareholders is dependent upon both: (i)
approval of the planned listing of the Company’s ordinary shares on the Nasdaq Stock Market; and (ii) closing of the underwritten
primary offering. Immediately upon occurrence of both of these conditions, the Selling Shareholders will offer to sell their shares in
one or more transactions at prevailing market prices at the time of the sale. The required prospectus information with regard to both
the underwritten primary offering by the Company and the secondary offering by the Selling Shareholders will, at the time the Company
files its final prospectus under Rule 424(b)(4), consist of the same information to be filed at the same time (i.e., 2 business days following
the commencement of the underwritten primary offering). See, Rule 424(b)(4) and Rule 15c6-1. Because the secondary offering by
selling shareholders is dependent upon both Nasdaq listing approval and the closing of the underwritten primary offering, and because
the secondary offering will commence concurrently with the close of the underwritten primary offering, the Company has chosen to cover
both offerings in one prospectus, rather than file two final prospectuses with the same information at the same time.

2. We
note your statement that “[t]he offering by the Selling Shareholders will remain open for 180 days following the date of this prospectus.”
Please explain why or how the resale offering will only remain open for 180 days. For example, please explain if you have only agreed
to keep the Registration Statement effective for a period of 180 days, if you intend to enter into lock-up agreements with the Selling
Shareholders that will become effective after 180 days, or if you intend to de-register any unsold securities after such time. If you
have entered into any contractual agreements with the Selling Shareholders, please disclose such agreements and file them as an exhibit
to the Registration Statement or explain why you are not required to do so.

Response: In response
this comment, the Company advises the Commission that it does not have any contractual agreements with the Selling Shareholders requiring
registration of their shares or otherwise. Instead, the Company has decided to register their shares for resale as a method for providing
some liquidity to its prior private investors. The term of the Selling Shareholder offering under the Registration Statement is limited
to 180 days because, after the passage of this period, the Company expects that the Selling Shareholders will avail themselves of the
safe harbor under Rule 144 for the offer and sale of any unsold shares, making continued registration unnecessary. In response to this
comment, the Company has amended the Registration Statement to clarify that it does not intend to keep the Registration Statement effective
after 180 days (on the cover page and on page 65) and to state that it does not have any agreements with the Selling Shareholders (on
page 65).

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Industrial Applications and Services

November 14, 2023

Page | 3

3. We
note your statement that your founders will beneficially own 52.2% of the total voting power of your issued and outstanding share capital
immediately following the completing of this offering. Please disclose on the cover page and in the prospectus summary whether the Company
will be a “controlled company” as defined under the relevant Nasdaq listing rules and, if so, whether you intend to rely on
the applicable exemptions as a controlled company. If applicable, please include risk factor disclosure that discusses the effect, risks
and uncertainties of being designated a controlled company, including but not limited to, the result that you may elect not to comply
with certain corporate governance requirements.

Response: As currently
discussed on page 13 of the Registration Statement as part of the Prospectus Summary, although the Company will meet the definition of
a “controlled company” under applicable Nasdaq rules, the Company does not intend to avail itself of any related exemptions
from Nasdaq’s regular listing and governance rules. In response this comment, the Company has added an additional statement to this
effect on the cover page.

Commonly Used Defined
Terms, page ii

4. We
note your response to previous comment 1 and statement on page 42 that “[t]he operational and legal risks associated with being based
in and having operations in China may also to the extent applicable apply to operations in Hong Kong and Macau which operate under different
sets of laws from those of Mainland China, except for those confined to laws relating to defense and foreign affairs, as well as other
matters outside the autonomy of Hong Kong or Macau.” Please revise this statement to note that the operational and legal risks associated
with being based in and having operations in China would apply to any operations in Hong Kong or Macau, rather than stating that such
risks “may also to the extent applicable” apply.

Response: In response
this comment, the Company has amended the Registration Statement to revise the language on page 42 as instructed.

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Industrial Applications and Services

November 14, 2023

Page | 4

Shares Eligible for Future Sale

Lock-Up Agreements, page 155

5. We
note you have removed one of the Selling Shareholders, ECF (BVI) Limited, from the list of shareholders subject to a 180-day lock up on
page 155. You also state that the 180 day lock-up applies to “[a]ll of our directors, company officers, and holders of 5% or more
of our Ordinary Shares.” Given that ECF (BVI) Limited is a holder of more than 5% of your Ordinary Shares, please revise to clarify
that they are not subject to a lock-up agreement and will be permitted to make resales immediately following the closing of the offering.

Response: In response
this comment, the Company has amended the Registration Statement at page 155 to clarify that ECF (BVI) Limited will enter into a lock-up
agreement with respect to that portion of its shares not registered for resale under the Registration Statement.

Financial Statements for the Six Months Ended June 30, 2023

Note 18. Share and Capital Reserves, page F-40

6. We
see your disclosure that on September 27, 2023, you subdivided each of the then issued and unissued ordinary shares of a par value of
US$0.001 per ordinary share of the company into 1.25 Ordinary Share of a par value of US$0.0008 per ordinary share of the company and
as a result of the Subdivision, the total of 16,000,000 issued and outstanding ordinary share of a par value of US$0.001 per ordinary
share prior to the Subdivision became 20,000,000 issued and outstanding ordinary shares of a par value of US$0.0008 per ordinary share.
Your disclosure indicates that in accordance with ASC 260, you have retroactively restated all shares and per share data for the periods
presented. We do not see how you have retroactively restated your annual financial statements, please advise.

Response: In response
this comment, the Company has amended the Registration Statement to revise its financial statements to retroactively restated all shares
and per share data for the periods presented to reflect 1.25 for 1 share division.

7. In
this regard, please tell us why the Subdivision did not impact the HK par value.

Response: In response this comment, the
Company has amended the Registration Statement to reflect the adjusted $0.008 HK$ par value of its ordinary shares.

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Industrial Applications and Services

November 14, 2023

Page | 5

General

8. We
note your response to previous comment 6 and reissue the comment in full. We note the revised disclosure appearing on the cover page,
Summary and Risk Factor sections relating to legal and operational risks associated with operating in China and PRC regulations. It is
still unclear to us that there have been changes in the regulatory environment in the PRC since the amendment that was filed on July 7,
2023, warranting revised disclosure to mitigate the challenges you face and related disclosures. The Sample Letters to China-Based Companies
sought specific disclosure relating to the risk that the PRC government may intervene in or influence your operations at any time, or
may exert control over operations of your business, which could result in a material change in your operations and/or the value of the
securities you are registering for sale. We remind you that, pursuant to federal securities rules, the term “control” (including
the terms “controlling,” “controlled by,” and “under common control with”) as defined in Securities
Act Rule 405 means “the possession, direct or indirect, of the power to direct or cause the direction of the management and policies
of a person, whether through the ownership of voting securities, by contract, or otherwise.” The Sample Letters also sought specific
disclosures relating to uncertainties regarding the enforcement of laws and that the rules and regulations in China can change quickly
with little advance notice. We do not believe that your revised disclosure conveys the same risk. Please restore your disclosures in these
areas to the disclosures as they existed in the registration statement as of July 7, 2023. As examples, and without limitation, we note
that your revised disclosure in the latest amendment still does not addresses the following points:

 ● In
the Significant Risk Factor Summary section, disclosure noting that rules and regulations in China can change quickly with little advance
notice;

 ● In
the Risk Factor section, disclosure noting that the Chinese government may exercise significant oversight and discretion over the conduct
of your business and may intervene in or influence your operations at any time; and

 ● In the Risk Factor section, disclosure noting
that the Chinese government may exert more control over offerings conducted overseas and foreign investment in Mainland China-based issuers.

Response: In response
this comment, the Company has amended the Registration Statement to add the specific language in the first bullet point of this comment
to the summary of significant risk factors. In addition, the language in the second and third bullet points of this comment has been added
to the first risk factor on page 42 of the Registration Statement.

9. We
note your statement on the cover page: “The Selling Shareholders may offer their Ordinary Shares from time to time directly or through
one or more broker-dealers or agents at market prices prevailing at the time of sale.” Please revise to fix an initial price for
the resale offering until your ordinary shares are listed on the Nasdaq Capital Market and there is an established market for these resale
shares. Refer to Item 501(b)(3) of Regulation S-K.

Response: In response
this comment, the Company has amended the Registration Statement to clarify on the cover page that the successful listing of the Company’s
ordinary shares on the Nasdaq Capital Market is a condition to the closing of the underwritten primary offering and the secondary offering
by the selling shareholders. Accordingly, any and all shares sold in the resale offering will be sold on a national securities exchange.

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Industrial Applications and Services

November 14, 2023

Page | 6

10. Please
revise to clarify whether the intent of including the resale offering is to meet the Nasdaq listing standards and, if so, if you have
consulted with Nasdaq with respect to this plan. Additionally revise the related risk factor on page 57 to disclose the risks related
to potential price volatility/depreciation for investors in the primary offering as a result of the resale being a large volume of shares
and potentially at different pricing after the initial fixed price.

Response: In response
this comment, the Company respectfully advises the Commission that the purpose of the inclusion of the resale offering is primarily to
provide liquidity to prior private investors in the Company. The underwritten offering as originally contemplated in the Company’s
confidential draft registration statements would have met with Nasdaq listing standards. In response to current market conditions, however,
the Company has reduced the relative and absolute size of the proposed underwritten offering while adding a resale component for existing
investors to provide additional liquidity. Although the offering, as currently structured, may require a portion of the Selling Shareholder
offering to meet Nasdaq Capital Market initial listing standards, this was not the motiving factor in adding this component to the Registration
Statement. In response to this comment, the Company has amended its risk factor on page 57 to disclose the risks related to potential
price volatility and/or depreciation for investors in the primary offering as a result of the potential resale of a large volume of shares
by the selling shareholders.

We thank the Staff for its review of the Registration
Statement and this correspondence. Please feel free to contact me should you require additional information at (775) 234-5221 or jlaxague@cronelawgroup.com.

    Sincerely yours,

    THE CRONE LAW GROUP P.C.

    /s/
    Joe Laxague

    Joe Laxague

    cc:
    Dezhi Liu

    Chief Executive Officer

    Oriental Rise Holdings Limited

United States securities and exchange commission logo
October 30, 2023
Dezhi Liu
Chief Executive Officer
Oriental Rise Holdings Limited
No. 48 Xianyu Road
Shuangcheng Town, Zherong County
Ningde City, Fujian Province
People’s Republic of China
Re:Oriental Rise Holdings Limited
Registration Statement on Form F-1
Filed October 13, 2023
File No. 333-274976
Dear Dezhi Liu:
            We have reviewed your registration statement and have the following comment(s).
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form F-1 filed October 13, 2023
Cover Page
1.We note your disclosure that the Selling Shareholders will not sell any Ordinary Shares
until after the closing of the underwritten primary offering. Please advise us why you are
including the selling shareholder offering in the same prospectus as your underwritten
primary offering or have not elected to use a prospectus supplement for the selling
shareholder offering.
2.We note your statement that "[t]he offering by the Selling Shareholders will remain open
for 180 days following the date of this prospectus." Please explain why or how the resale
offering will only remain open for 180 days. For example, please explain if you have only
agreed to keep the Registration Statement effective for a period of 180 days, if you intend
to enter into lock-up agreements with the Selling Shareholders that will become effective

 FirstName LastNameDezhi Liu
 Comapany NameOriental Rise Holdings Limited
 October 30, 2023 Page 2
 FirstName LastNameDezhi Liu
Oriental Rise Holdings Limited
October 30, 2023
Page 2
after 180 days, or if you intend to de-register any unsold securities after such time. If you
have entered into any contractual agreements with the Selling Shareholders, please
disclose such agreements and file them as an exhibit to the Registration Statement or
explain why you are not required to do so.
3.We note your statement that your founders will beneficially own 52.2% of the total voting
power of your issued and outstanding share capital immediately following the completing
of this offering. Please disclose on the cover page and in the prospectus summary whether
the Company will be a “controlled company” as defined under the relevant Nasdaq listing
rules and, if so, whether you intend to rely on the applicable exemptions as a controlled
company. If applicable, please include risk factor disclosure that discusses the effect, risks
and uncertainties of being designated a controlled company, including but not limited to,
the result that you may elect not to comply with certain corporate governance
requirements.
Commonly Used Defined Terms, page ii
4.We note your response to previous comment 1 and statement on page 42 that "[t]he
operational and legal risks associated with being based in and having operations in China
may also to the extent applicable apply to operations in Hong Kong and Macau which
operate under different sets of laws from those of Mainland China, except for those
confined to laws relating to defense and foreign affairs, as well as other matters outside
the autonomy of Hong Kong or Macau." Please revise this statement to note that
the operational and legal risks associated with being based in and having operations in
China would apply to any operations in Hong Kong or Macau, rather than stating that
such risks "may also to the extent applicable" apply.
Shares Eligible for Future Sale
Lock-Up Agreements, page 155
5.We note you have removed one of the Selling Shareholders, ECF (BVI) Limited, from the
list of shareholders subject to a 180-day lock up on page 155. You also state that the 180
day lock-up applies to "[a]ll of our directors, company officers, and holders of 5% or more
of our Ordinary Shares." Given that ECF (BVI) Limited is a holder of more than 5% of
your Ordinary Shares, please revise to clarify that they are not subject to a lock-up
agreement and will be permitted to make resales immediately following the closing of the
offering.
Financial Statements for the Six Months Ended June 30, 2023
Note 18. Share and Capital Reserves, page F-40
6.We see your disclosure that on September 27, 2023, you subdivided each of the then
issued and unissued ordinary shares of a par value of US$0.001 per ordinary share of the
company into 1.25 Ordinary Share of a par value of US$0.0008 per ordinary share of the
company and as a result of the Subdivision, the total of 16,000,000 issued and outstanding

 FirstName LastNameDezhi Liu
 Comapany NameOriental Rise Holdings Limited
 October 30, 2023 Page 3
 FirstName LastNameDezhi Liu
Oriental Rise Holdings Limited
October 30, 2023
Page 3
ordinary share of a par value of US$0.001 per ordinary share prior to the Subdivision
became 20,000,000 issued and outstanding ordinary shares of a par value of US$0.0008
per ordinary share. Your disclosure indicates that in accordance with ASC 260, you
have retroactively restated all shares and per share data for the periods presented. We do
not see how you have retroactively restated your annual financial statements, please
advise.
7.In this regard, please tell us why the Subdivision did not impact the HK par value.
General
8.We note your response to previous comment 6 and reissue the comment in full. We note
the revised disclosure appearing on the cover page, Summary and Risk Factor sections
relating to legal and operational risks associated with operating in China and PRC
regulations. It is still unclear to us that there have been changes in the regulatory
environment in the PRC since the amendment that was filed on July 7, 2023, warranting
revised disclosure to mitigate the challenges you face and related disclosures. The Sample
Letters to China-Based Companies sought specific disclosure relating to the risk that the
PRC government may intervene in or influence your operations at any time, or may exert
control over operations of your business, which could result in a material change in your
operations and/or the value of the securities you are registering for sale. We remind you
that, pursuant to federal securities rules, the term “control” (including the terms
“controlling,” “controlled by,” and “under common control with”) as defined in Securities
Act Rule 405 means “the possession, direct or indirect, of the power to direct or cause the
direction of the management and policies of a person, whether through the ownership of
voting securities, by contract, or otherwise.” The Sample Letters also sought specific
disclosures relating to uncertainties regarding the enforcement of laws and that the rules
and regulations in China can change quickly with little advance notice. We do not believe
that your revised disclosure conveys the same risk. Please restore your disclosures in these
areas to the disclosures as they existed in the registration statement as of July 7, 2023. As
examples, and without limitation, we note that your revised disclosure in the latest
amendment still does not addresses the following points:

•In the Significant Risk Factor Summary section, disclosure noting that rules and
regulations in China can change quickly with little advance notice;
•In the Risk Factor section, disclosure noting that the Chinese government may
exercise significant oversight and discretion over the conduct of your business and
may intervene in or influence your operations at any time; and
•In the Risk Factor section, disclosure noting that the Chinese government may exert
more control over offerings conducted overseas and foreign investment in Mainland
China-based issuers.

9.We note your statement on the cover page: "The Selling Shareholders may offer their
Ordinary Shares from time to time directly or through one or more broker-dealers or

 FirstName LastNameDezhi Liu
 Comapany NameOriental Rise Holdings Limited
 October 30, 2023 Page 4
 FirstName LastName
Dezhi Liu
Oriental Rise Holdings Limited
October 30, 2023
Page 4
agents at market prices prevailing at the time of sale." Please revise to fix an initial price
for the resale offering until your ordinary shares are listed on the Nasdaq Capital Market
and there is an established market for these resale shares. Refer to Item 501(b)(3) of
Regulation S-K.
10.Please revise to clarify whether the intent of including the resale offering is to meet the
Nasdaq listing standards and, if so, if you have consulted with Nasdaq with respect to this
plan. Additionally revise the related risk factor on page 57 to disclose the risks related to
potential price volatility/depreciation for investors in the primary offering as a result of the
resale being a large volume of shares and potentially at different pricing after the initial
fixed price.
            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 Julie Sherman at 202-551-3640 or Terence O'Brien at 202-551-3355 if you
have questions regarding comments on the financial statements and related matters. Please
contact Conlon Danberg at 202-551-4466 or Margaret Schwartz at 202-551-7153 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Joe Laxague, Esq.

CORRESP
1
filename1.htm

    Joe Laxague

    Partner

    jlaxague@cronelawgroup.com

    Mason Allen

    Of Counsel

    mallen@cronelawgroup.com

VIA EDGAR

October 13, 2023

U.S. SECURITIES AND EXCHANGE COMMISSION

Division of Corporation Finance

Office of Industrial Applications and Services

100 F Street, N.E.

Washington, DC 20549

    Attn:
    Julie Sherman

    Terence O'Brien

    Conlon Danberg

    Margaret Schwartz

    Re:
    Oriental Rise Holdings Limited

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

    Submitted September 1, 2023

    CIK No. 0001964664

Dear Mr. Danberg and Ms. Schwartz

On behalf of Oriental Rise
Holdings Limited, a Cayman Islands corporation (the “Company”), we write in response to comments by the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) in its letter dated September 26, 2023, with reference to the
Company’s Draft Registration Statement on Form F-1 filed with the Commission on September 1, 2023, (the “Registration Statement”).
We also simultaneously file with the Commission an amended Registration Statement on Form F-1 in response to such comments.

For the convenience of the
Staff, each of the Staff’s comments is included and is followed by the corresponding response of the Company.

Amendment No. 2 to Draft Registration Statement on Form F-1 submitted
September 1, 2023

Commonly Used Defined Terms, page ii

 1. We note your response to previous comment 2 and re-issue the comment in part. Please revise your definition
of "China" or the "PRC" to clarify that it includes the Hong Kong and Macau Special Administrative Regions. Additionally,
please also state that the legal and operational risks associated with having substantially all of your operations in China would apply
to any future operations in Hong Kong or Macau.

Response: In response
this comment, the Company has amended the Registration Statement to revise the definition of “China” or the “PRC”
to expressly include the special administrative regions of Macau and Hong Kong. The Company has also amended the Registration Statement
under the caption “Risk Factors” to disclose that the legal and operational risks associated with having substantially all
of our operations in China may apply to any future operations in Hong Kong or Macau.

However, the Company respectfully
advises the Staff that because the special administrative regions of Macau and Hong Kong operate under regulatory and legal regimes that
are separate and distinct from the regulations and laws of the PRC. For example, the Basic Law of the Hong Kong Special Administrative
Region (the “Basic Law”), is a national law of the PRC and constitutional document for Hong Kong and provides Hong Kong with
a high degree of autonomy and executive, legislative and independent judicial powers, including that of final adjudication under the principle
of “one country, two systems. Similar constituent legal arrangements and conventions apply to the regulatory and legal regime in
Macau. Accordingly, the Company does not believe that that the legal and operational risks associated with having substantially all of
our operations in China would, at the present time, materially impact any future operations in Hong Kong or Macau.

Our Business Strategy

Purchase of an automatic production line for production of refined
tea, page 7

 2. We note your response to previous comment 5 and re-issue the comment. The prospectus refers to anticipated
purchases of (i) four automatic production lines for production of primarily-processed white tea and (ii) one additional production line
for the production of refined tea. The existing disclosure you referenced regarding the US$0.73 million (RMB 4.90 million) purchase appears
to relate only to the four production lines for primarily processed white tea. If known, please also provide an estimated cost for the
planned purchase of the fifth automatic production line for the production of refined tea and note if you intend to make this purchase
using the expected net proceeds from the offering. If the estimated US$0.73 million purchase price includes all five production lines,
please revise the disclosure to clarify.

Response: In response
this comment, the Company has amended the Registration Statement under the captions, “Prospectus Summary—Our Business Strategy”
and “Business—Our Business Strategy” to clarify that the estimated cost for the purchase of a fifth automatic production
line for the production of refined tea using the expected net proceeds from the offering is in addition to the estimated costs associated
with the purchase of four automatic production lines for the production of primarily-processed white tea. The Company has further the
Registration Statement under the captions, “Use of Proceeds" to reflect the foregoing allocation of net proceeds.

Description of Share Capital, page 136

 3. We see that in response to our prior comment 10 you indicate that the 9,599,900 shares were issued
at $0.001 which appears to be consistent with your disclosure on page II-1, however, your disclosure in footnote 17 indicates that they
were issued at $0.01. Please advise.

Response: In response
this comment, the Company, in consultation with its independent auditors, has amended the notes to the financial statements included in
the Registration Statement to clarify in footnote 18 (previously footnote 17) that the 9,599,900 Ordinary Shares were issued at $0.001
par value per share.

    2

 4. Please refer to our prior comment 11. Please explain to us in further detail how you determined the
fair value of the common stock underlying your equity issuances during the last twelve months, and provide us with the significant reasons
for the differences between the recent valuations of your common stock leading up to the IPO and the estimated offering price.

Response: In response
this comment, the Company respectfully advises the Staff that the Company believes that the initial issuances of shares to the Company’s
founders Mr. Chun Sun Wong, Mr. Wai Kwong Fong and Dr. Deming Zhou (as beneficial owners of Plentiful Thriving Limited,
Affluent Kind Limited and Risingstar Limited, respectfully) at the then-par value of $0.001 per share was necessary and appropriate given
the start-up nature of the Company at such time. The Company further believes that the issuance of additional shares to the Company’s
founders Messrs. Wong and Fong and Dr.  Zhou (as beneficial owners) on January 10, 2023, again at the then- par value of $0.001 per
share, reflected the arm’s length negotiation with the additional investors WZ Global (BVI) Limited, ECF (BVI) Limited and HKC Global
(BVI) Limited, with the mutual understanding of all such parties that the founders would retain a 60% ownership interest in the Company
while the additional investors would obtain a 40% ownership interest in the Company, in both cases prior to any public offering of shares.
The difference in per-share price offered by the Company on January 10, 2023 reflected the relative timing of each party’s initial
investment in the Company.

Subsequent
to the January 10, 2023 issuances, as the Company’s board of directors and shareholders entertained discussions regarding an initial
public offering of the Company accessing the United States’s capital markets, and following the engagement and involvement of the
Company's independent third-party financial advisors and investment bankers, US
Tiger Securities, Inc., the Company agreed that a per share offering price of $4.00 per Ordinary Share reflects fair estimation of the
valuation of the Company given a variety of factors, including recent operating results of the Company, the results of public offerings
of shares by similarly situated issuers and current general conditions of capital markets in the United States.

Differences in Corporate Law

Shareholders' Suits, page 141

 5. We note your statement that "[o]ur post-offering articles of association contains a provision
by which our shareholders waive any claim or right of action that they may have, both individually and on our behalf, against any director
in relation to any action or failure to take action by such director in the performance of his or her duties with or for our Company,
except in respect of any fraud, willful default or dishonesty of such director." Please disclose whether this provision applies to
actions arising under the Securities Act or Exchange Act. If so, please also state that there is uncertainty as to whether a court would
enforce such provision and state that investors cannot waive compliance with the federal securities laws and the rules and regulations
thereunder. Please add a risk factor disclosing this provision and discussing the related risks, including that this provision may discourage
claims and limit shareholders' ability to bring claims.

Response: In response
this comment, the Company has amended the Registration Statement to disclose that the Company does not take a position as to whether such
provision in our amended and restated articles of association are enforceable under U.S. state or federal law, including but not limited
to the Securities Act or the Exchange Act, and that the Commission has taken the position that waivers of compliance with provisions of
federal securities laws, including the Securities Act or the Exchange Act, are against public policy and therefore void as a matter of
federal law. In addition, the Company has amended the Registration Statement to add a risk factor to address the uncertainty arising from
such provision in our amended and restated articles of association.

    3

General

 6. We note the changes you made to your disclosure appearing on the cover page, Summary and Risk Factor
sections relating to legal and operational risks associated with operating in China and PRC regulations. It is unclear to us that there
have been changes in the regulatory environment in the PRC since the amendment that was filed on July 7, 2023, warranting revised disclosure
to mitigate the challenges you face and related disclosures. The Sample Letters to China-Based Companies sought specific disclosure relating
to the risk that the PRC government may intervene in or influence your operations at any time, or may exert control over operations of
your business, which could result in a material change in your operations and/or the value of the securities you are registering for sale.
We remind you that, pursuant to federal securities rules, the term “control” (including the terms “controlling,”
“controlled by,” and “under common control with”) as defined in Securities Act Rule 405 means “the possession,
direct or indirect, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership
of voting securities, by contract, or otherwise.” The Sample Letters also sought specific disclosures relating to uncertainties
regarding the enforcement of laws and that the rules and regulations in China can change quickly with little advance notice. We do not
believe that your revised disclosure conveys the same risk. Please restore your disclosures in these areas to the disclosures as they
existed in the registration statement as of July 7, 2023.

Response: In response
this comment, the Company has amended the Registration Statement to restore a substantial majority of the Company’s disclosures
in these areas to the disclosures as they existed in the Registration Statement filed as of July 7, 2023.

However, the Company respectfully
advises the Staff that the Company has modified certain disclosures, in consultation with PRC counsel, based upon guidance from the CSRC
to similarly-situated companies relating to legal and operational risks associated with operating in China, including:

 ● that that CSRC does not consider their applicable
regulations and guidance “vague and uncertain” (cover page and related disclosure);

 ● that even though the New Administrative Rules
Regarding Overseas Listings are newly promulgated, it may not be accurate to say their application and enforcement remain unclear, as
the CSRC has actually published certain guidelines re the Trial Measures;

 ● with respect to capital outflows and the RMB’s
depreciation against the U.S. dollar, the CSRC has taken the position that such measures do not reflect capital control measures,
but rather capital management measures which allow for outflows of capital pursuant to applicable regulations and procedures;

 ● with respect to any uncertainty as to how the
M&A Rules will be interpreted or implemented by the relevant PRC authorities, based upon guidance from the CSRC to similarly-situated
companies, the Company believes the uncertainty relates primary to the interpretation or implementation of the M&A Rules in the context
of an overseas offering;

 ● regarding Risks Related to Doing Business in
China, the Company believes that the amended disclosure is consistent with CSRC and SEC guidance relating to U.S. securities offerings
by similarly-situated companies; and

 ● that the risk that restrictions under PRC law
on our PRC Subsidiaries’ ability to make dividends and other distributions should more accurately be described as procedural requirements
under applicable to make dividends or other distributions outside of the PRC.

We thank the Staff for its
review of the Registration Statement and this correspondence. Please feel free to contact me should you require additional information
at (775) 234-5221 or jlaxague@cronelawgroup.com.

    Sincerely yours,

    THE CRONE LAW GROUP P.C.

    /s/ Joe Laxague

    Joe Laxague

    cc:
    Dezhi Liu

    Chief Executive Officer

    Oriental Rise Holdings Limited

4

United States securities and exchange commission logo
September 26, 2023
Dezhi Liu
Chief Executive Officer
Oriental Rise Holdings Limited
No. 48 Xianyu Road
Shuangcheng Town, Zherong County
Ningde City, Fujian Province
People’s Republic of China
Re:Oriental Rise Holdings Limited
Amendment No. 2 to Draft Registration Statement on Form F-1
Submitted September 1, 2023
CIK No. 0001964664
Dear Dezhi Liu:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 2 to Draft Registration Statement on Form F-1 submitted September 1, 2023
Commonly Used Defined Terms, page ii
1.We note your response to previous comment 2 and re-issue the comment in part. Please
revise your definition of "China" or the "PRC" to clarify that it includes the Hong Kong
and Macau Special Administrative Regions. Additionally, please also state that the legal
and operational risks associated with having substantially all of your operations in China
would apply to any future operations in Hong Kong or Macau.

 FirstName LastNameDezhi Liu
 Comapany NameOriental Rise Holdings Limited
 September 26, 2023 Page 2
 FirstName LastName
Dezhi Liu
Oriental Rise Holdings Limited
September 26, 2023
Page 2
Our Business Strategy
Purchase of an automatic production line for production of refined tea, page 7
2.We note your response to previous comment 5 and re-issue the comment. The prospectus
refers to anticipated purchases of (i) four automatic production lines for production of
primarily-processed white tea and (ii) one additional production line for the production of
refined tea. The existing disclosure you referenced regarding the US$0.73 million (RMB
4.90 million) purchase appears to relate only to the four production lines for primarily-
processed white tea. If known, please also provide an estimated cost for the planned
purchase of the fifth automatic production line for the production of refined tea and note if
you intend to make this purchase using the expected net proceeds from the offering. If the
estimated US$0.73 million purchase price includes all five production lines, please revise
the disclosure to clarify.
Description of Share Capital, page 136
3.We see that in response to our prior comment 10 your indicate that the 9,599,900 shares
were issued at $0.001 which appears to be consistent with your disclosure on page II-1,
however, your disclosure in footnote 17 indicates that they were issued at $0.01. Please
advise.
4.Please refer to our prior comment 11. Please explain to us in further detail how you
determined the fair value of the common stock underlying your equity issuances during
the last twelve months, and provide us with the significant reasons for the differences
between the recent valuations of your common stock leading up to the IPO and the
estimated offering price.
Differences in Corporate Law
Shareholders' Suits, page 141
5.We note your statement that "[o]ur post-offering articles of association contains a
provision by which our shareholders waive any claim or right of action that they may
have, both individually and on our behalf, against any director in relation to any action or
failure to take action by such director in the performance of his or her duties with or for
our Company, except in respect of any fraud, willful default or dishonesty of such
director." Please disclose whether this provision applies to actions arising under the
Securities Act or Exchange Act. If so, please also state that there is uncertainty as to
whether a court would enforce such provision and state that investors cannot waive
compliance with the federal securities laws and the rules and regulations
thereunder. Please add a risk factor disclosing this provision and discussing the related
risks, including that this provision may discourage claims and limit shareholders' ability to
bring claims.

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 Comapany NameOriental Rise Holdings Limited
 September 26, 2023 Page 3
 FirstName LastName
Dezhi Liu
Oriental Rise Holdings Limited
September 26, 2023
Page 3
General
6.We note the changes you made to your disclosure appearing on the cover page, Summary
and Risk Factor sections relating to legal and operational risks associated with operating
in China and PRC regulations. It is unclear to us that there have been changes in the
regulatory environment in the PRC since the amendment that was filed on July 7, 2023,
warranting revised disclosure to mitigate the challenges you face and related disclosures.
The Sample Letters to China-Based Companies sought specific disclosure relating to the
risk that the PRC government may intervene in or influence your operations at any time,
or may exert control over operations of your business, which could result in a material
change in your operations and/or the value of the securities you are registering for sale.
We remind you that, pursuant to federal securities rules, the term “control” (including the
terms “controlling,” “controlled by,” and “under common control with”) as defined in
Securities Act Rule 405 means “the possession, direct or indirect, of the power to direct or
cause the direction of the management and policies of a person, whether through the
ownership of voting securities, by contract, or otherwise.” The Sample Letters also sought
specific disclosures relating to uncertainties regarding the enforcement of laws and that
the rules and regulations in China can change quickly with little advance notice. We do
not believe that your revised disclosure conveys the same risk. Please restore your
disclosures in these areas to the disclosures as they existed in the registration statement as
of July 7, 2023.
            You may contact Julie Sherman at 202-551-3640 or Terence O'Brien at 202-551-3355 if
you have questions regarding comments on the financial statements and related matters. Please
contact Conlon Danberg at 202-551-4466 or Margaret Schwartz at 202-551-7153 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Joe Laxague, Esq.

United States securities and exchange commission logo
July 21, 2023
Dezhi Liu
Chief Executive Officer
Oriental Rise Holdings Limited
No. 48 Xianyu Road
Shuangcheng Town, Zherong County
Ningde City, Fujian Province
People’s Republic of China
Re:Oriental Rise Holdings Limited
Amendment No. 1 to Draft Registration Statement on Form F-1
Submitted July 7, 2023
CIK No. 0001964664
Dear Dezhi Liu:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 1 to Draft Registration Statement on Form F-1 filed July 7, 2023
Cover Page
1.We note your response to previous comment 6 and re-issue in part. Please revise here to
state whether any transfers, dividends or distributions have been made to investors.
Commonly Used Defined Terms, page ii
2.We note your revised disclosure in response to previous comment 7 and re-issue the
comment. We acknowledge your statement that you have no operations, and do not intend
to begin operations, in the special administrative region of Macau. However, it is still

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 Comapany NameOriental Rise Holdings Limited
 July 21, 2023 Page 2
 FirstName LastName
Dezhi Liu
Oriental Rise Holdings Limited
July 21, 2023
Page 2
possible that the Company could begin operations in Macau in the future Additionally,
your revised definition of "Mainland China" includes a carve out for the special
administrative region of Hong Kong which was previously included in your defined term
for "China" or the "PRC." As such, please revise your disclosure to clarify that the legal
and operational risks associated with operating in China discussed elsewhere in the
prospectus would also apply to operations in Macau and Hong Kong. In this regard we
note that your cover page disclosure refers to you being "exposed to legal and operations
risks associated with having substantially all of our operations in Mainland China" and
your risk factor section includes similar revisions.
Prospectus Summary
Our Business Strategy, page 6
3.We note your response to previous comment 13 and re-issue the comment. The revised
disclosure does not appear to reconcile the different estimates, identify the industry
observers making the projections or discuss the material assumptions underlying the
projections.
4.We note your response to previous comment 14 and re-issue the comment in part. Your
disclosure on page 98 still references the estimated cultivation capacity for 2022. Please
remove this reference as it does not appear you closed these acquisitions prior to the end
of 2022. Additionally, please include an estimate of when you expect to close the
anticipated acquisition of these additional tea gardens.
5.We note your response to previous comment 15 and re-issue the comment in part. If
known, please provide an estimated cost for your planned purchase of an automatic
production line for the production of your refined tea and note if you intend to make this
purchase using the expected net proceeds from the offering.
Capitalization, page 63
6.Please provide a note to the second column explaining the details of the referenced
issuance in January 2023. Revise the second bullet point preceding the table to clarify the
nature of this column. It currently describes the “first pro forma column” as reflecting the
sale of the 4,000,000 ordinary shares, when it appears to be reflecting the sale of
15,999,900 shares in January 2023.

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 July 21, 2023 Page 3
 FirstName LastName
Dezhi Liu
Oriental Rise Holdings Limited
July 21, 2023
Page 3
Business
The Tea Gardens We Operate, page 105
7.We note your response to previous comment 27 and re-issue the comment in part. Your
revised disclosure notes that "[u]pon the expiration of the entrusted management period
stipulated in this agreement or the early termination of this agreement due to reasons, the
tea garden managers shall conduct handover procedures with the Company within 10
days." Please expand on this description to explain what reasons could lead to the early
termination of the agreement or otherwise provide more detail on the applicable
termination provisions.
8.We note your revised disclosure in response to previous comments 29 and 31 and re-issue
the comments in part. Please include disclosure concerning the termination provisions of
the agreements discussed throughout in this section. If the agreements do not have
applicable termination provisions, please state so in your description of the relevant
agreement.
PRC Regulation
Laws and Regulations Relating to Land Use
Overview of Relevant PRC Laws and Regulations on Buildings, page 124
9.We note your revised disclosure in response to previous comment 32 and re-issue the
comment in part. We note your new disclosure that the lack of certain title certificates
"could have a material impact on [y]our business and operations." Please include risk
factor disclosure regarding the lack of title certificates and the possible consequences to
your business and operations.
Description of Share Capital, page 136
10.Please explain your accounting for the 9,599,900 shares issued to parties controlled by
founders of your company, including whether the issuances were treated as in-substance
recapitalization transactions and how the issuances were reflected in the calculation of
earnings per share for periods prior to their issuance. Refer to SAB Topic 4D and ASC
260-10-55-12.
11.Regarding the 6,400,000 shares sold for $3,200,000, please explain the reasons for the
difference between the $.50 sales price on January 10, 2023, and the estimated offering
price of $5.00 included in your initial filing in March 2023.
Consolidated statements of operations, page F-4
12.Please revise your presentation of earnings per share to reflect the in-substance
recapitalization through the issuance of shares to your founders in January 2023. It
appears the recapitalization should be reflected in earnings per share for prior periods
similar to a stock split. Refer to SAB Topic 4D and ASC 260-10-55-12.

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 Comapany NameOriental Rise Holdings Limited
 July 21, 2023 Page 4
 FirstName LastName
Dezhi Liu
Oriental Rise Holdings Limited
July 21, 2023
Page 4
Note 21. Capital commitments, page F-22
13.We note your response to comment 39. Please provide clarifying disclosure in Note 21,
including when the management rights to the related land lots will transfer. Also, please
reconcile the $12,393,000 prepayments on property, plant and equipment with the amount
of $6,860,000 on the balance sheet or clarify where it has been recorded.
Note 23. Events after the reporting period, page F-22
14.Please include the date you have evaluated subsequent events through.
Exhibits
15.We note your response to comment 8. Please have CIC revise its consent to expressly
state that the expert or counsel consents to quotation or summarization of its quoted or
summarized report.
            You may contact Julie Sherman at 202-551-3640 or Terence O'Brien at 202-551-3355 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Conlon Danberg at 202-551-4466 or Margaret Schwartz at 202-551-7153 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Joe Laxague, Esq.

United States securities and exchange commission logo
April 18, 2023
Dezhi Liu
Chief Executive Officer
Oriental Rise Holdings Limited
No. 48 Xianyu Road
Shuangcheng Town, Zherong County
Ningde City, Fujian Province
People’s Republic of China
Re:Oriental Rise Holdings Limited
Draft Registration Statement on Form F-1
Submitted March 22, 2023
CIK No. 0001964664
Dear Dezhi Liu:
            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 March 22, 2023
Cover Page
1.Please disclose on your cover page whether your offering is contingent upon final
approval of your Nasdaq listing.  Please ensure the disclosure is consistent with your
underwriting agreement.
2.We note your statement on the cover page that you expect your "founders and 5% of more
beneficial owners will beneficially own in total 15,040,000 of [y]our Ordinary Shares
representing 75.2% of the total voting power of [y]our issued and outstanding share

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 Comapany NameOriental Rise Holdings Limited
 April 18, 2023 Page 2
 FirstName LastNameDezhi Liu
Oriental Rise Holdings Limited
April 18, 2023
Page 2
capital immediately following the completing of this offering." These figures
are presented as 15,520,000 Ordinary Shares and 77.7% on page 14 and 15,520,000
Ordinary Shares and 77.6% on page 51. Please reconcile these amounts and ensure they
are consistent with the disclosure in the Principal Shareholders table on page 130.
3.We note your disclosure that Oriental Rise Holdings Limited is "a Cayman Islands
exempted company with limited liability whose principal place of business is in Ningde
City, Fujian Province, the People’s Republic of China." Please disclose prominently on
the prospectus cover page that you are not a Chinese operating company but a Cayman
Islands holding company with operations conducted by your subsidiaries. Provide a cross-
reference to your detailed discussion of risks facing the Company and the offering as a
result of your organizational structure.
4.We note your disclosure that conducting operations in China through wholly-owned
subsidiaries "could result in a material change in [y]our operations and/or the value of
[y]our ordinary shares." Please also note that the legal and operational risks associated
with being based in or having the majority of the Company's operations in China could
significantly limit or completely hinder your ability to offer securities to investors and
cause the value of your securities to significantly decline or be worthless.
5.Clearly disclose on the cover page of the prospectus how you will refer to the holding
company and subsidiaries when providing the disclosure throughout the document so that
it is clear to investors which entity the disclosure is referencing and which subsidiaries or
entities are conducting the business operations. Disclose clearly the entity (including the
domicile) in which investors are purchasing an interest.
6.We note your disclosure that "[i]n the reporting periods presented in this prospectus, no
cash and other asset transfers have occurred among the Company and its subsidiaries; and
no dividends or distributions of a subsidiary has been made to the Company" (emphasis
added). Please revise to clarify if such transfers have occurred as of the date of the
prospectus and make a corresponding change to the disclosure on page 13 of the
prospectus summary. Include in your disclosure any transfers, dividends or distributions
that have been made to investors. Provide a cross-reference to the consolidated financial
statements.
Commonly Used Defined Terms, page ii
7.We note that your definition of "China" and the "PRC" excludes the special administrative
region of Macau for the purposes of the prospectus. Please revise your disclosure to
clarify that the legal and operational risks associated with operating in China discussed
elsewhere in the prospectus would also apply to operations in Macau.
8.We note your disclosure here that the CIC Report on China’s tea market was
commissioned by you from CIC. Please file CIC's consent as an exhibit to the registration
statement. Please see Securities Act Rule 436.

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 Comapany NameOriental Rise Holdings Limited
 April 18, 2023 Page 3
 FirstName LastName
Dezhi Liu
Oriental Rise Holdings Limited
April 18, 2023
Page 3
Prospectus Summary, page 1
9.Please disclose each permission or approval that you or your subsidiaries are required to
obtain from Chinese authorities to operate your business and to offer the securities being
registered to foreign investors. State whether you or your subsidiaries are covered by
permissions requirements from the China Securities Regulatory Commission (CSRC),
Cyberspace Administration of China (CAC) or any other governmental agency that is
required to approve your operations, and state affirmatively whether you have received all
requisite permissions or approvals and whether any permissions or approvals have been
denied. Please also 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 that, since the date your draft
registration statement was submitted, the CSRC Trial Measures have gone into effect. In
your next amendment, please include updated disclosure regarding the CSRC Trial
Measures as they relate to your business and this offering.
10.In your summary of risk factors, disclose the risks that your corporate structure and being
based in or having the majority of the Company’s operations in China poses to investors.
In particular, describe the risk that the Chinese government 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.
11.We note your disclosure here that "[you] have entered into contractual management
agreements with relevant villages with respect to approximately 6,002,697 square meters
of tea gardens in Fujian Province" and that "Fujian accounts for approximately 67.2% of
the total production volume of white tea in the PRC in 2021." In addition to noting the
market share of Fujian Province within the PRC, please also include a direct comparison
of the size of your business operations relative to the size of the white tea market in Fujian
Province or the PRC.

 FirstName LastNameDezhi Liu
 Comapany NameOriental Rise Holdings Limited
 April 18, 2023 Page 4
 FirstName LastName
Dezhi Liu
Oriental Rise Holdings Limited
April 18, 2023
Page 4
Our Business Strategy, page 4
12.We note your statement here that your major tea products include "refined white tea and
black tea" and similar statements regarding the production of refined tea throughout the
prospectus. We also note your disclosure on page 34 that "[y]our food production license
obtained by Fujian MDH expired in June 2022 and [you] are in the process of renewing
that license. Consequently, refined tea has not been produced by Fujian MDH pending
renewal of the license." Please clarify if you have an active food production license and
are currently producing refined tea and revise your disclosure as necessary.
13.We refer to your statements here and on page 94 that "[i]ndustry observers expect the
sales volume of tea in the PRC to reach approximately 2.8 million tons in 2026" and on
page 34 that "[i]t is expected that China’s tea production volume will increase to
approximately 3,700.4 thousand tons in 2026, representing a compound annual growth
rate of approximately 3.9%." On page 62 you state that "the market size of PRC’s tea leaf
market in terms of revenue...is expected to reach RMB408.0 billion in 2026 at a CAGR of
6.0% from 2021 to 2026." Please revise these statements to identify the industry observers
or other entity making the projections and to discuss any material assumptions underlying
the projections. To the extent the first two projections are being made by the same entity,
please reconcile the different estimates.
14.We note your disclosure that after the anticipated acquisition of additional tea gardens,
you will have an additional total estimated maximum annual cultivation capacity of
"approximately 819.7 tons of fresh tea leaves in 2022." Please revise your disclosure to
note whether these acquisitions have closed and to either provide historical capacity
figures for 2022 or to bring forward the time period presented in the estimate.
15.We note your disclosure on page 5 that the total anticipated cost for the planned purchase
of four automatic production lines for the production of primary processed white tea
is approximately US$0.73 million (RMB 4.9 million) and your disclosure on page 95 that
the total anticipated cost of these lines is US$1.5 million (RMB 9.90 million). Please
reconcile these disclosures.  Additionally, if known, please provide an estimated cost for
your planned purchase of an automatic production line for the production of your refined
tea and note if you intend to make this purchase using the expected net proceeds from the
offering.
Risk Factors
Risks Related to Our Business and Industry
If we are unable to obtain the forest rights certificate in respect of the tea gardens we operate, we
may be unable to enforce..., page 27
16.We note your risk factor disclosure regarding certain Concerned Land Lots for which you
have not obtained Forest Rights Certificates. Please expand on your discussion in this risk
factor to state the volume of tea that comes from the Concerned Land Lots in terms of
tons, as well as the percentage of your overall output, and note whether you are aware of

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 April 18, 2023 Page 5
 FirstName LastName
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Oriental Rise Holdings Limited
April 18, 2023
Page 5
any third party that may have ownership or forest rights with respect to the Concerned
Land Lots and if any third party has asserted or threatened to assert any such rights to
date. Additionally, we note your statement that the failure to obtain the Forest Rights
Certificates "lies mostly in that the Transferors have not obtained the ownership
certificates with respect to the Concerned Land Lots and the forest trees thereon (the
"Ownership Certificate(s)") for historical reasons." Please cross-reference or briefly
explain the historical reasons the Transferors have not obtained the Ownership Certificates
and note whether you expect they will be able to obtain such certificates in the future. If
you do not expect the Transferors will be able to obtain the relevant Ownership
Certificates in a timely fashion or at all, please state this clearly and note any associated
risks.
Our non-compliances with the labelling requirements under applicable laws and regulations
could lead to imposition of fines and penalties, page 30
17.We note your disclosure that the packages of the products sold or produced by Fujian
MDH fail to indicate certain information as required by the PRC Food Safety Law and
that, as such, you "may be subject to penalties including but not limited to confiscation of
relevant income, the food produced, the tools, equipment, raw materials, and other items
used for illegal production or trade, imposition of fines up to ten times the value of goods
such produced or sold, suspension of business, and revocation of permits." Please expand
on this risk factor to note whether you believe any such penalties are likely to be imposed,
the anticipated range of those potential fines that would apply to you specifically, whether
you have had any discussions or communication with government entities regarding the
labeling of these products, and whether you expect to come into compliance with the
applicable requirements of the PRC Food Safety Law in the future.
Our non-compliances with social insurance and housing provident fund contribution laws and
regulations in the PRC..., page 31
18.We note your disclosure that you may be subject to rectification, late payment fees, fines
up to three times the outstanding fees and/or other penalties as a result of non-
compliances with social insurance and housing provident fund contribution laws and
regulations. Please expand on this risk factor to note the approximate amount of the
shortfalls in your required contributions and whether you have had any discussions or
communications with governmental entities regarding such payments. Additionally,
please ensure your disclosure clearly states whether you are currently in compliance with
such funding requirements. In this regard, we note your statement on page 115 that the
Company "has obtained a compliance letter from the social security and provident fund
authorities confirming that the Company has made normal social security and provident
fund payments."

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 Comapany NameOriental Rise Holdings Limited
 April 18, 2023 Page 6
 FirstName LastName
Dezhi Liu
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April 18, 2023
Page 6
Risks Related to Our Corporate Structure
United States civil liabilities and certain judgments obtained against us by our shareholders may
be unenforceable, page 36
19.We note your disclosure that "the majority of [y]our directors and officers are nationals
and residents of countries other than the United States." Please revise to specifically state
the nationality and residency of your directors and officers rather than just referring to
countries other than the United States. Please make corresponding changes to the
disclosure in the "Enforceability of Civil Liabilities" section on page 146 of the
prospectus.
Risks Related to Doing Business in China
The New Administrative Rules regarding Overseas Listings may significantly limit or
completely hinder our ability to offer..., page 38
20.Please expand on your discussion in this risk factor to note to what extent you believe that
you are compliant with the regulations or policies that have been issued by the CAC and
the CSRC to date.
Risks related to this Offering and the Ordinary Shares, page 48
21.We note recent instances of extreme stock price run-ups followed by rapid price declines
and stock price volatility seemingly unrelated to company performance following a
number of recent initial public offerings, particularly among companies with relatively
smaller public floats. Revise to include a separate risk factor addressing the potential for
rapid and substantial price volatility and any known factors particular to your offering that
may add to this risk and discuss the risks to investors when investing in stock where