SecProbe.io

CORRESP
 1
 filename1.htm

 Pitanium
Limited

 30F ,
 Gravity , 29 Hing Yip Street,

 Kwun
Tong , Kowloon , Hong Kong

 May
22, 2025

 VIA
EDGAR

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 Office
of Industrial Applications and Services

 100
F Street, N.E.

 Washington,
D.C. 20549

 Attention:
Nicholas O'Leary, Esq.

 RE :
 Pitanium
 Limited ( the " Company ")

 Registration
 Statement on Form F-1

 ( File
 No . 333 - 284998) (the " Registration Statement ")

 Dear
Mr. O'Leary:

 The
Company hereby requests, pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, acceleration of
effectiveness of the above-referenced Registration Statement so that such Registration Statement will become effective as of 4:
15 p.m. on May 27, 2025, or as soon thereafter as practicable.

 The
Company hereby acknowledges that:

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

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

 [Signature
page follows]

 Very
 truly yours,

 PITANIUM
 LIMITED

 By:
 /s/
 Ying Yeung Wong

 Name:
 Ying
 Yeung Wong

 Title:
 Chief
 Executive Officer

CORRESP
 1
 filename1.htm

 Cathay
Securities, Inc.

 40
Wall Street, Suite 3600

 New
York, NY 10005

 May
22, 2025

 VIA
EDGAR

 United
States Securities and Exchange Commission

 Division
of Corporation Finance

 100
F Street, N.E.

 Washington,
D.C. 20549

 Attention:
Nicholas O'Leary, Esq.

 Re:
 Pitanium
 Limited

 Registration
 Statement on Form F-1, as amended

 File
 No. 333-284998
 Request
 for Acceleration of Effectiveness

 Ladies
and Gentlemen:

 Pursuant
to Rule 461 under the Securities Act of 1933, as amended (the "Act"), the undersigned, for itself and the other underwriters,
hereby join in the request by Pitanium Limited that the effective date of the above-referenced registration statement be accelerated
so that it will be declared effective at 4: 15 p.m. on May 27, 2025, or as soon thereafter as is practicable.

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

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

 Very
 Truly Yours,

 Cathay
 Securities, Inc.

 By:
 /s/
 Xiaoyu Li

 Name:

 Xiaoyu
 Li

 Title:
 Chief
 Executive Officer

 cc:
 Fang
 Liu, Esq. of VCL Law LLP

CORRESP
1
filename1.htm

    Loeb &
    Loeb LLP

    901 New York Avenue, N.W.

    Washington, D.C. 20001

    345 Park Avenue

    New York, NY 10154

    Main

    Fax

    Main

    Fax

    202.618.5000

    202.217.2554

    212.407.4000

    212.407.4990

February 14, 2025

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Industrial Applications and Services

100 F Street, N.E.

Washington, D.C. 20549

    Attn:
    Tayyaba Shafique

    Li Xiao

    Nicholas O’Leary

    Conlon Danberg

    Re:
    Pitanium Limited

    Draft Registration Statement on Form F-1

    Submitted February 3, 2025

    CIK No. 0002046573

Dear Messrs. Shafique, Xiao, O’Leary, and Danberg:

On behalf of our client, Pitanium Limited (the “Company”),
we hereby provide a response to the comments issued in a letter dated February 11, 2025 (the “Staff’s Letter”)
regarding the Company’s the Amendment No. 2 to the Draft Registration Statement on Form F-1 (the “DRS”). Contemporaneously,
we are filing a public filing on Form F-1.

In order to facilitate the review by the staff of
the Securities and Exchange Commission (the “Staff”), we have responded, on behalf of the Company,
to the comments set forth in the Staff’s Letter on a point-by-point basis. The numbered paragraphs set forth below respond to the
Staff’s comments and correspond to the numbered paragraph in the Staff’s Letter.

Draft Registration Statement on Form
F-1 submitted February 3, 2025

General

1. Please file your
exhibits in proper text-searchable format, including exhibits 10.11 and 10.12. Refer to Item 301 of Regulation S-T

Response: The Company
notes the Staff’s comment and has filed the exhibits in proper text-searchable format, including exhibits 10.11 and 10.12 in
the Exhibit Index to the public filing on Form F-1.

Los Angeles New York Chicago Nashville Washington,
DC San Francisco Beijing Hong Kong www.loeb.com

For the United States offices, a limited liability
partnership including professional corporations. For Hong Kong office, a limited liability partnership.

    United States Securities and Exchange Commission

    February 14, 2025

    Page 2

Please call me at 212-407-4089 or Norly Jean-Charles
at 212-407-4271 if you would like additional information with respect to any of the foregoing. Thank you.

    Sincerely,

    /s/ Andrei Sirabionian, Esq.

    Andrei Sirabionian, Esq.

    Partner

cc: Yuen Yi Young, Chairwoman and Director of Pitanium
Limited

February 11, 2025
Yuen Yi Young
Chairwoman and Director
Pitanium Limited
30F, Gravity, 29 Hing Yip Street
Kwun Tong, Kowloon, Hong Kong
Re:Pitanium Limited
Amendment No. 2 to Draft Registration Statement on Form F-1
Submitted February 3, 2025
CIK No. 0002046573
Dear Yuen Yi Young:
            We have reviewed your amended draft registration statement and have the following
comment.
            Please respond to this letter by providing the requested information and either
submitting an amended draft registration statement or publicly filing your registration
statement on EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing the information you provide in response to this letter and your
amended draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, any references to prior comments are to comments in
our January 29, 2025 letter.
Draft Registration Statement on Form F-1 submitted February 3, 2025
General
1.Please file your exhibits in proper text-searchable format, including exhibits 10.11
and 10.12. Refer to Item 301 of Regulation S-T.

February 11, 2025
Page 2
            Please contact Tayyaba Shafique at 202-551-2110 or Li Xiao at 202-551-4391 if you
have questions regarding comments on the financial statements and related matters. Please
contact Nicholas O'Leary at 202-551-4451 or Conlon Danberg at 202-551-4466 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:Andrei Sirabionian, Esq.

January 29, 2025
Yuen Yi Young
Chairwoman and Director
Pitanium Limited
30F, Gravity, 29 Hing Yip Street
Kwun Tong, Kowloon, Hong Kong
Re:Pitanium Limited
Amendment No. 1 to Draft Registration Statement on Form F-1
Submitted January 17, 2025
CIK No. 0002046573
Dear Yuen Yi Young:
            We have reviewed your amended draft registration statement and have the following
comments.
            Please respond to this letter by providing the requested information and either
submitting an amended draft registration statement or publicly filing your registration
statement on EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing the information you provide in response to this letter and your
amended draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, any references to prior comments are to comments in
our January 11, 2025 letter.
Amendment No. 1 to Draft Registration Statement on Form F-1
Business
Logistics Service Providers, page 96
1.We note your revised disclosure and response to prior comment 9. We reissue the
comment. To the extent you are materially dependent on those two providers, please
identify the names of those two logistics service providers in the registration statement
as you did in your response letter dated January 16, 2025.

January 29, 2025
Page 2
Note 2. Summary of Significant Accounting Policies, page F-7
2.We note your response to prior comment 16 and reissue. Segment disclosure is
required, even if a registrant operates in only one segment. The new segment
accounting standard update is also applicable to companies with only one segment.
Please revise to provide segment disclosure as required by ASC 280-10- 50.
Principles of Combination, page F-7
3.We note your response to prior comment 12 and reissue. It is not clear why Pitanium’s
financial statements are presented on a combined basis rather than consolidated when
you state on page F-7 that intercompany balances have been eliminated. Please
provide us with your analysis of ASC 810 and ASC 805, specifically addressing if
Pitanium has less than 100% ownership interest in any subsidiary, and if an investor
should expect to see those financial statements presented individually in the future.
Foreign Currency Translation and Transaction, page F-8
4.We note your response to prior comment 13 and reissue. Please disclose how you
define cash equivalents and disclose the types of cash equivalents the Company holds.
Refer to ASC 230-10-50-1 for further guidance. If you do not have cash equivalent,
please remove such references throughout the filing.
            Please contact Tayyaba Shafique at 202-551-2110 or Li Xiao at 202-551-4391 if you
have questions regarding comments on the financial statements and related matters. Please
contact Nicholas O'Leary at 202-551-4451 or Conlon Danberg at 202-551-4466 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:Andrei Sirabionian, Esq.

January 11, 2025
Yuen Yi Young
Chairwoman and Director
Pitanium Limited
30F, Gravity, 29 Hing Yip Street
Kwun Tong, Kowloon, Hong Kong
Re:Pitanium Limited
Draft Registration Statement on Form F-1
Submitted December 16, 2024
CIK No. 0002046573
Dear Yuen Yi Young:
            We have reviewed your draft registration statement and have the following
comment(s).
            Please respond to this letter by providing the requested information and either
submitting an amended draft registration statement or publicly filing your registration
statement on EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing the information you provide in response to this letter and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form F-1
Cover Page
1.We note your disclosure here that you do not intend to be a controlled company under
Nasdaq corporate governance rules. Please disclose here, as you do on page 41, that if
Ms. Young and Mr. Wong act together, they will be able to control the management
and affairs of our Company and most matters requiring shareholder approval.
We note your disclosure beginning in the prospectus summary on page 13, and
throughout the prospectus, that states “[i]n the event that the operation of us or our
Operating Subsidiary in Hong Kong were to become subject to the PRC laws and
regulations, the legal and operational risks associated in Mainland China also apply to
our operations in Hong Kong. . .” Please revise this statement, and where applicable 2.

January 11, 2025
Page 2
throughout the prospectus, so that it is clear that the legal and operation risks
associated in operating in the PRC apply to your present operations in Hong Kong.
Please provide this disclosure on the cover page in addition to the revisions
throughout the prospectus.
3.We note your disclosure on the cover page of how cash is transferred through your
organization and intentions to distribute earnings. Please state whether any transfers,
dividends, or distributions have been made to date between the holding company, its
subsidiaries, or to investors, and quantify the amounts where applicable. Provide
cross-references to the consolidated financial statements as well as a cross-reference
to a more detailed discussion of the intercompany transfer of cash within your group.
Prospectus Summary
Risks Related to Doing Business in Hong Kong, page 4
4.We note your disclosure in the prospectus summary, summary of risk factors, and risk
factors section about the risks posed by the PRC. Please specifically discuss here in
the summary of risk factors, the risks arising from the legal system in China, which
includes that the that the Chinese government may intervene or influence your
operations at any time. Additionally, here and in the corresponding risk factors, please
disclose the risk that that rules and regulations in China can change quickly with little
advance notice.
Risk Factors
Risks Related to our Class A Ordinary Shares and this Offering
We have a dual-class voting structure consisting of Class A Ordinary Shares and Class B
Ordinary Shares. . ., page 41
5.We note your disclosure here that if Ms. Young and Mr. Wong act together, they will
be able to control the management and affairs of our Company and most matters
requiring shareholder approval, including the election of directors and approval of
significant corporate transactions. Please expand your disclosure here if the matters
requiring shareholder approval are also specifically applicable to an amendment of
organizational documents, mergers, consolidations, or sale of assets.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Prices of raw materials, page 59
6.Please note if recent inflationary pressures have materially impacted your business. In
this regard, we note your disclosure that purchases represented 72.47% and 80.38% of
your cost of sales for the years ended September 30, 2023 and 2024, respectively. If
they have materially impacted your business, please identify the specific types of
inflationary pressures you are facing, how your business has been affected, and
identify any actions you have planned or taken to mitigate inflationary pressures.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations
Revenue, page 61
Please expand to provide your analysis of the underlying factors influencing the
increase in the total number of products sold, the pricing, and the average spending by 7.

January 11, 2025
Page 3
customers, as well as known trends and events you reasonably expect will have a
material impact on future results. Refer to Item 303(a) and (b)(2) of Regulation S-K.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Bank Borrowings, page 66
8.We note your disclosure and discussion of your loans from the Bank of China (Hong
Kong). Please file these agreements as exhibits or tell us why you do not believe that
they are required to be filed. Refer to Item 8 of Form F-1 and Item 601(b) of
Regulation S-K.
Business
Logistics Service Providers, page 96
9.We note your disclosure here that you had two logistics service providers, which you
have been working with for more than ten years. We also note your risk factor
regarding logistics service providers on page 23. To the extent you are materially
dependent on those two providers, please identify those two logistics service
providers.
Properties, page 102
10.Please file your lease agreements described here or tell us why you do not believe that
they are required to be filed. Refer to Item 8 of Form F-1 and Item 601(b) of
Regulation S-K.
Related Party Transactions, page 119
11.We note your disclosure here regarding the nature of certain related party transactions
with Areukesien Spa Ltd, and how the amount due to this related party has been
settled as of the date of the prospectus. Please revise to provide a clear description of
the business purpose or rationale for these related party transactions. Additionally,
please briefly describe the process you will follow for approving related party
transactions following the offering. Please refer to Item 7.B. of Form 20-F.
Financial Statements Notes
Principles of Combination, page F-7
12.We note your disclosures here that your financial statements are labeled as
“combined” financial statements and all intercompany transactions and balances
among the Company and its subsidiary have been eliminated upon combination. We
also note in Note 1, you refer to the financial statements as "consolidated". Please
clarify your basis for the treatment of the financial statements as combined for all
entities presented. Refer to ASC 810 and ASC 805.
Cash and cash equivalents, page F-8
13.Please disclose the nature and components of your cash equivalent balances.
Foreign Currency Translation and Transaction, page F-8
Here you state the reporting currency and the functional currency of the Company and
its subsidiary are both the Hong Kong Dollar (“HKD”). On page F-13, under 14.

January 11, 2025
Page 4
Comprehensive Income, you state “Other comprehensive income consists of foreign
currency translation adjustment resulting from the Group translating its financial
statements from functional currency into reporting currency.” Please clarify if the
reporting currency is HKD or USD.

Further, if the reporting and functional currency is HKD, please revise to disclose that
the USD information is provided for convenience translation purpose. Refer to
Rule 3-20(b)(1) of Regulation S-X for guidance.
Other non-current assets, page F-9
15.We note your disclosure here on allowance for doubtful accounts. We also note your
discussion of significant risks includes credit risk for what appears to be accounts
receivable. However, we do not see sufficient disclosure as to what the accounts
receivable balances are and how they are recorded. Please expand to disclose the
nature, the typical term and the period-end balance of your accounts receivable, if
applicable. Refer to ASC 310-10-50-2.
Recent Accounting Pronouncements, page F-15
16.We note your disclosure on your assessment of ASU 2023-07; however it does not
appear segment disclosure is actually provided for the Company in the financial
statements. Please revise to provide segment disclosure as required by ASC 280-10-
50.
Note 3. Inventories, page F-16
17.We note your disclosures include a statement that the Group “actively promotes and
offers complimentary items for products that may not be as popular, keeping the risk
of obsolete inventory at a minimum.” Please disclose how these complimentary items
are accounted for, as your inventory policy discussion on page F-9 states that there
was no write-down of potentially obsolete inventories for the periods presented.
Note 7. Operating Lease Liabilities, page F-16
18.Please revise to disclose cash payments made in relation to your leases. Refer to ASC
842-20-50-4(g).
General
19.We note that the prospectus contains certain information from an industry report
commissioned by you and prepared by Frost & Sullivan, a third-party industry
research firm. To the extent that you commissioned any such data, please provide the
consent of the third-party in accordance with Rule 436.
20.Please refile Exhibit 3.1 in the proper text-searchable format. It was uploaded as an
image. For guidance, refer to Item 301 of Regulation S-T.
21.Please file a consent of your PRC Counsel as an exhibit to the registration statement.
Additionally, please file a consent of TC & Co. as your Hong Kong counsel or clarify
if this consent will be included in Exhibit 99.7.
Please supplementally provide us with copies of all written communications, as 22.

January 11, 2025
Page 5
defined in Rule 405 under the Securities Act, that you, or anyone authorized to do so
on your behalf, present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or not they retain copies of the communications.
            Please contact Tayyaba Shafique at 202-551-2110 or Li Xiao at 202-551-4391 if you
have questions regarding comments on the financial statements and related matters. Please
contact Nicholas O'Leary at 202-551-4451 or Conlon Danberg at 202-551-4466 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:Andrei Sirabionian, Esq.