SecProbe.io

CORRESP
 1
 filename1.htm

 June
27, 2025

 VIA
EDGAR

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 Office
of Technology

 100
F Street, NE

 Washington,
D.C., 20549

 Re:
 Raytech Holding Limited

 Registration Statement on Form F-1, as amended

 File No. 333-287842

 Request for Acceleration of Effectiveness

 To
Whom it May Concern:

 Pursuant
to Rule 461 under the Securities Act of 1933, as amended (the "Securities Act"), the undersigned, as the placement agent
with respect to the above-referenced Registration Statement, hereby joins in the request of Raytech Holding Limited that the effective
date of such Registration Statement be accelerated so that it may become effective at 4:30 p.m., Eastern Time, on June 30, 2025, or as
soon as practicable thereafter.

 In
accordance with Rule 460 under the Securities Act, the undersigned advises that we have distributed or expect to distribute, prior to
the effectiveness of the Registration Statement, as many copies of the preliminary prospectus as appears to be reasonable to ensure adequate
distribution of such preliminary prospectus to underwriters, dealers, institutions, and others.

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

 *
* *

 [ Signature
Page Follows ]

 Very truly yours,

 R.F. Lafferty & Co., Inc.

 By:
 /s/
 Robert Hackel

 Name:
 Robert Hackel

 Title:
 Chief Operating Officer

 [ Signature
Page to Acceleration Request ]

CORRESP
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 RAYTECH HOLDING LIMITED

 June 26, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Technology

 100 F Street, NE

 Washington, D.C., 20549

 Re: Raytech Holding Limited

 Registration Statement on Form F-1, as amended

 File No. 333-287842

 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, Raytech Holding Limited hereby requests 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 4:30 p.m., Eastern Time, on June 30, 2025, 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 remainder of this page has been intentionally
left blank. ]

 Very truly yours,

 Raytech Holding Limited

 By:
 /s/ Ching Tim Hoi

 Ching Tim Hoi

 Chief Executive Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 20, 2025

Ching Tim Hoi
Chief Executive Officer
Raytech Holding Limited
Unit 609, 6/F, Nan Fung Commercial Centre
No. 19 Lam Lok Street
Kowloon Bay, Hong Kong

 Re: Raytech Holding Limited
 Draft Registration Statement on Form F-1
 Submitted on May 8, 2025
 CIK 0001948443
Dear Ching Tim Hoi:

 This is to advise you that we do not intend to review your registration
statement.

 We request that you publicly file your registration statement at least
two business
days prior to the requested effective date and time. Please refer to Rules 460
and 461
regarding requests for acceleration. We remind you that the company and its
management are
responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review,
comments, action or absence of action by the staff.

 Please contact Sarah Sidwell at 202-551-4733 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
cc: Joan Guilfoyle
</TEXT>
</DOCUMENT>

CORRESP
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RAYTECH HOLDING LIMITED

May 9, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

    Re:
    Raytech Holding Limited

    Registration Statement on Form F-1, as amended (File No. 333-275197)

    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, Raytech Holding Limited (the “Company”)
hereby requests that the effectiveness of the above-referenced Registration Statement on Form F-1/A (the “F-1 Registration
Statement”) be accelerated to and that the F-1 Registration Statement become effective at 4:00 p.m., Eastern Time, on May 13, 2024, or as soon thereafter as practicable.

If you have any further questions,
please contact the Company’s U.S. securities counsel, Anna J. Wang, Esq., of Robinson & Cole LLP, at (212) 451-2942.

    Very truly yours,

    Raytech Holding Limited

    By:

    /s/ Tim Hoi Ching

    Name:
    Tim Hoi Ching

    Title:
    Chief Executive Officer, Chairman and Director

[Signature Page to the Request for Acceleration
of Effectiveness]

CORRESP
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VIA EDGAR

May 9, 2024

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, NE

Washington, D.C. 20549

Attn: Heather Clark

    Re:
    Raytech Holding Limited

    Registration Statement on Form F-1, as amended (File No. 333-275197)

    Request For Acceleration of Effectiveness

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations
of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), Revere
Securities LLC, acting as representative of the underwriters, hereby joins Raytech Holding Limited in requesting acceleration of the effective
date of the above-referenced Registration Statement so that it will become effective at 4:00 p.m., Eastern Standard Time, on May 13, 2024,
or as soon thereafter as practicable.

Pursuant to Rule 460 under the Securities Act, we
wish to advise you that we have distributed as many copies of the preliminary prospectus dated February 27, 2024, to selected dealers,
institutions and others as appears to be reasonable to secure adequate distribution of the Preliminary Prospectus.

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

REVERE SECURITIES LLC

    By:
    /s/ Dajiang Guo

    Name:
    Dajiang Guo

    Title:
    Head of Investment Banking

CORRESP
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Raytech Holding Limited

May 1, 2024

VIA EMAIL

Division of Corporation Finance

Office of Manufacturing

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549-6010

    Re:
    Raytech Holding Limited

Amendment No. 6 to Form F-1

Filed April 26, 2024

File No. 333-275197

Ladies and Gentlemen:

This letter is in response
to the letter dated April 29, 2024 from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
addressed to Raytech Holding Limited (the “Company,” “we,” and “our”). For ease of reference, we have
recited the Commission’s comments in this response and numbered them accordingly. The amendment to the Registration Statement on
Form F-1 (the “Amended Registration Statement”) is being filed to accompany this letter.

Amendment 6 to Form F-1

General

    1.
    Please update your compensation disclosure to reflect the fiscal year ended March 31, 2024. Refer to Item 4 of Form 1-A and Item 6.B of Form 20-F.

Response: In
response to the Staff’s comment, we revised the disclosure on page 108 of the Amended Registration Statement.

    2.
    Please update your disclosure as appropriate to reflect any recent developments that materially impact your business, financial condition, and/or results of operations.

Response: In
response to the Staff’s comment, we revised the disclosures on pages 99, 104, 108, 110, 111 and 123 of the Amended
Registration Statement.

Exhibit 23.1, page 1

    3.
    We note that the consent references the audit report in amendment 6 to Form F-1. As amendment 6 does is an exhibits only amendment and therefore, does not include the audit report to which the consent refers, please revise. As an alternative, consider referring only to the audit report in the F-1 filing rather than to a specific amendment.

Response: We
respectfully advise the Staff that the Amended Registration Statement we are filing is a full F-1 amendment. An updated auditor consent
has been exhibited as Exhibit 23.1, which references the audit report in the Amended Registration Statement.

We appreciate the assistance
the Staff has provided with its comments. If you have any questions, please do not hesitate to call our counsel, Arila Zhou, Esq., of
Robinson & Cole LLP, at (212) 451-2908.

[Signature Page Follows]

    Very truly yours,

    By:
    /s/ Tim Hoi Ching

    Tim Hoi Ching

    Chief Executive Officer

    cc:
    Arila Zhou, Esq.

    Robinson & Cole LLP

United States securities and exchange commission logo
April 29, 2024
Tim Hoi Ching
Chief Executive Officer
Raytech Holding Ltd
Unit 609, 6/F, Nan Fung Commercial Centre
No. 19 Lam Lok Street
Kowloon Bay, Hong Kong
Re:Raytech Holding Ltd
Amendment No. 6 to Form F-1
Filed April 26, 2024
File No. 333-275197
Dear Tim Hoi Ching:
            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.
Amendment 6 to Form F-1
General
1.Please update your compensation disclosure to reflect the fiscal year ended March 31,
2024. Refer to Item 4 of Form 1-A and Item 6.B of Form 20-F.
2.Please update your disclosure as appropriate to reflect any recent developments that
materially impact your business, financial condition, and/or results of operations.
Exhibit 23.1, page 1
3.We note that the consent references the audit report in amendment 6 to Form F-1. As
amendment 6 does is an exhibits only amendment and therefore, does not include the audit
report to which the consent refers, please revise. As an alternative, consider referring only
to the audit report in the F-1 filing rather than to a specific amendment.

 FirstName LastNameTim Hoi Ching
 Comapany NameRaytech Holding Ltd
 April 29, 2024 Page 2
 FirstName LastName
Tim Hoi Ching
Raytech Holding Ltd
April 29, 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.
            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 Heather Clark at 202-551-3624 or Hugh West at 202-551-3872 if you have
questions regarding comments on the financial statements and related matters. Please contact
Jennifer Angelini at 202-551-3047 or Geoffrey Kruczek at 202-551-3641 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Arila Zhou

CORRESP
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Raytech Holding Limited

January 29, 2024

VIA EMAIL

Division of Corporation Finance

Office of Manufacturing

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549-6010

    Re:
    Raytech Holding Limited

Amendment No. 2 to Form F-1

Filed January 18, 2024

File No. 333-275197

Ladies and Gentlemen:

This letter is in response
to the letter dated January 22, 2024 from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
addressed to Raytech Holding Limited (the “Company,” “we,” and “our”). For ease of reference, we have
recited the Commission’s comments in this response and numbered them accordingly. The amendment to the Registration Statement on
Form F-1 (the “Amended Registration Statement”) is being filed to accompany this letter.

Amendment No. 2 to Form F-1

Related Party Transactions, page 110

    1.
    We note from your disclosures on pages F-23 and F-41 that you have an outstanding amount due from a director ($99,776) as of September 30, 2023. Please clarify, or revise as necessary, your statement that the amount due from a director was wholly settled in cash subsequently in July 2023.

Response: We
respectfully advise the Staff that the $99,776 due from the director was wholly settled in cash in January 2024. We accordingly revised
the disclosure on page 110 of the Amended Registration Statement.

    2.
    Section 402 of the Sarbanes-Oxley Act of 2002 prohibits public companies from extending or maintaining credit in the form of personal loans to or for any director or executive officer. To the extent necessary, disclose the action that will be taken to ensure any applicable arrangements will be extinguished prior to the completion of the initial public offering, or tell us why this provision does not apply to the loan to Mr. Ching disclosed in this section.

Response:
We respectfully advise the Staff that the Company has adopted a code of business conduct and ethics, which will become effective upon
the effectiveness of the registration statement and has been filed as an exhibit to the Amended Registration Statement. The code of business
conduct and ethics prohibits loans by the Company to, or guarantees by the Company of obligations of, any director or executive officer
of the Company or their family members.

We appreciate the assistance
the Staff has provided with its comments. If you have any questions, please do not hesitate to call our counsel, Arila Zhou, Esq., of
Robinson & Cole LLP, at (212) 451-2908.

[Signature Page Follows]

    Very truly yours,

    By:
    /s/ Tim Hoi Ching

    Tim Hoi Ching

    Chief Executive Officer

    cc:
    Arila Zhou, Esq.

    Robinson & Cole LLP

United States securities and exchange commission logo
January 22, 2024
Tim Hoi Ching
Chief Executive Officer
Raytech Holding Ltd
Unit 609, 6/F, Nan Fung Commercial Centre
No. 19 Lam Lok Street
Kowloon Bay, Hong Kong
Re:Raytech Holding Ltd
Amendment No. 2 to Form F-1
Filed January 18, 2024
File No. 333-275197
Dear Tim Hoi Ching:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Amendment No. 2 to Form F-1
Related Party Transactions, page 110
1.We note from your disclosures on pages F-23 and F-41 that you have an outstanding
amount due from a director ($99,776) as of September 30, 2023.  Please clarify, or revise
as necessary, your statement that the amount due from a director was wholly settled in
cash subsequently in July 2023.
2.Section 402 of the Sarbanes-Oxley Act of 2002 prohibits public companies from
extending or maintaining credit in the form of personal loans to or for any director or
executive officer. To the extent necessary, disclose the action that will be taken to ensure
any applicable arrangements will be extinguished prior to the completion of the initial
public offering, or tell us why this provision does not apply to the loan to Mr. Ching
disclosed in this section.

 FirstName LastNameTim Hoi Ching
 Comapany NameRaytech Holding Ltd
 January 22, 2024 Page 2
 FirstName LastName
Tim Hoi Ching
Raytech Holding Ltd
January 22, 2024
Page 2
            Please contact Heather Clark at 202-551-3624 or Hugh West at 202-551-3872 if you have
questions regarding comments on the financial statements and related matters. Please contact
Jennifer Angelini at 202-551-3047 or Geoffrey Kruczek at 202-551-3641 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Arila Zhou

CORRESP
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Raytech Holding Ltd

November 17, 2023

VIA EMAIL

Division of Corporation Finance

Office of Manufacturing

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549-6010

    Re:
    Raytech Holding Ltd

Registration Statement on Form F-1

Filed October 27, 2023

File No. 333-275197

Ladies and Gentlemen:

This letter is in response
to the letter dated November 7, 2023 from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
addressed to Raytech Holding Ltd (the “Company,” “we,” and “our”). For ease of reference, we have
recited the Commission’s comments in this response and numbered them accordingly. The amendment to the Registration Statement on
Form F-1 (the “Amended Registration Statement”) is being filed to accompany this letter.

Form F-1 filed October 27, 2023

General

    1.
    Please revise the Resale Prospectus to disclose a fixed price (or a range) at which the selling stockholders will sell their shares until the securities are quoted on the Nasdaq, after which the securities can be offered and sold at prevailing market prices or at negotiated prices.

Response: In
response to the Staff’s comments, we revised the disclosure on the cover page and page Alt-1 of the Resale Prospectus.

    2.
    We note your added disclosure regarding the opinion on which you are relying to not fulfill the filing procedures with the CSRC, and the factual bases cited. It appears, however, from your disclosure on the cover page and elsewhere that you derive all of your revenue from Hong Kong and that your manufacturers are based in the PRC. Please revise to clarify throughout your document and, as appropriate, file a revised opinion.

Response:
We respectfully advise the Staff that those manufacturers based in the PRC are not our subsidiaries. We believe the Company is not required
to complete the filing procedures with the CSRC and Han Kun Law Offices, our PRC counsel, has opinioned that, among others, “the
Offering and the listing of the Ordinary Shares on the Nasdaq Capital Market do not require any permission or approval from the CSRC,
the CAC, or any other PRC governmental agency.”

We revised the disclosure
on the cover page, pages 16 and 43 of the Amended Registration Statement with additional information.

Dilution, page 62

    3.
    Please revise your net tangible book value calculation to exclude deferred offering costs.

Response: In
response to the Staff’s comments, we revised the disclosure on page 62 of the Amended Registration Statement.

Compensation, page 98

    4.
    Please revise your disclosure to identify the compensation payable to Tim Hoi under the executive employment agreement of July 5, 2023, and to clarify the reference to an operative employment agreement.

Response: In
response to the Staff’s comments, we revised the disclosure on page 98 of the Amended Registration Statement.

We appreciate the assistance
the Staff has provided with its comments. If you have any questions, please do not hesitate to call our counsel, Arila Zhou, Esq., of
Robinson & Cole LLP, at (212) 451-2908.

[Signature Page Follows]

    Very truly yours,

    By:
    /s/ Tim Hoi Ching

    Tim Hoi Ching

    Chief Executive Officer

    cc:
    Arila Zhou, Esq.

    Robinson & Cole LLP

United States securities and exchange commission logo
November 7, 2023
Tim Hoi Ching
Chief Executive Officer
Raytech Holding Ltd
Unit 609, 6/F, Nan Fung Commercial Centre
No. 19 Lam Lok Street
Kowloon Bay, Hong Kong
Re:Raytech Holding Ltd
Registration Statement on Form F-1
Filed October 27, 2023
File No. 333-275197
Dear Tim Hoi Ching:
            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.
Form F-1 filed October 27, 2023
General
1.Please revise the Resale Prospectus to disclose a fixed price (or a range) at which the
selling stockholders will sell their shares until the securities are quoted on the Nasdaq,
after which the securities can be offered and sold at prevailing market prices or at
negotiated prices.
2.We note your added disclosure regarding the opinion on which you are relying to not
fulfill the filing procedures with the CSRC, and the factual bases cited. It appears,
however, from your disclosure on the cover page and elsewhere that you derive all of your
revenue from Hong Kong and that your manufacturers are based in the PRC. Please revise
to clarify throughout your document and, as appropriate, file a revised opinion.

 FirstName LastNameTim Hoi Ching
 Comapany NameRaytech Holding Ltd
 November 7, 2023 Page 2
 FirstName LastName
Tim Hoi Ching
Raytech Holding Ltd
November 7, 2023
Page 2
Dilution, page 62
3.Please revise your net tangible book value calculation to exclude deferred offering costs.
Compensation, page 98
4.Please revise your disclosure to identify the compensation payable to Tim Hoi under
the executive employment agreement of July 5, 2023, and to clarify the reference to an
operative employment agreement.
            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 Heather Clark at 202-551-3624 or Hugh West at 202-551-3872 if you have
questions regarding comments on the financial statements and related matters. Please contact
Jennifer Angelini at 202-551-3047 or Geoffrey Kruczek at 202-551-3641 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Arila Zhou

United States securities and exchange commission logo
December 27, 2022
Tim Hoi Ching
Chief Executive Officer
Raytech Holding Ltd
Unit 609, 6/F, Nan Fung Commercial Centre
No. 19 Lam Lok Street
Kowloon Bay, Hong Kong
Re:Raytech Holding Ltd
Amendment No. 1 to Draft Registration Statement on Form F-1
Submitted December 14, 2022
CIK No. 0001948443
Dear Tim Hoi Ching:
            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
Management, page 91
1.We note your response to prior comment 16.  Please revise the statement, "At Raytech
Holdings Company Limited, he served in various positions with his last position being
Director," to clearly disclose that Mr. Ching currently serves as a director of Raytech
Holdings Company Limited.  In addition, we note disclosure on page 30 that indicates Mr.
Ching serves as the CEO of Raytech Holdings Company Limited and Zhongshan Raytech,
and director nominee Mr. Ling serves as "Assistant to CEO" of both companies.  Please
revise your disclosure in this section to reflect these and other positions held by your
management.  Additionally revise disclosure in the related party transactions section for

 FirstName LastNameTim Hoi Ching
 Comapany NameRaytech Holding Ltd
 December 27, 2022 Page 2
 FirstName LastName
Tim Hoi Ching
Raytech Holding Ltd
December 27, 2022
Page 2
consistency.
Related Party Transactions, page 97
2.We note your response to prior comment 11.  Please further revise sub-heading b "Due to
related parties" for consistency with your disclosure.  In addition, revise the table to reflect
currency in Hong Kong dollars rather than U.S. dollars for consistency with Note 9 to the
financial statements.
Signatures, page II-4
3.We note your revisions in response to prior comment 14.  However, as a nominee, Mr.
Wan lacks capacity to sign the registration statement.  The signature block should be
revised to reflect Mr. Wan's position as chief financial officer, provided he is duly
appointed, or to reflect another person authorized to sign in the requisite capacities of
Principal Financial Officer and Principal Accounting Officer/Controller.
Exhibits
4.We note your response to prior comment 4, together with revised disclosure on page 122
that indicates Han Kun Law Offices will pass upon "Legal matters as to Hong Kong laws"
and "Legal matters as to the laws of mainland China."  Please clarify whether both
opinions will be filed as exhibits to your registration statement, as it currently appears
only the Hong Kong opinion is listed as Exhibit 99.6.  Ensure that the consent of Han Kun
Law Offices to the statements made about it (i.e., both as Hong Kong and as mainland
China counsel) in the registration statement is filed.
            You may contact Heather Clark at (202) 551-3624 or Hugh West at (202) 551-3872 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Jennifer Angelini at (202) 551-3047 or Geoff Kruczek at (202) 551-3641 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Arila Zhou

United States securities and exchange commission logo
November 17, 2022
Tim Hoi Ching
Chief Executive Officer
Raytech Holding Ltd
Unit 609, 6/F, Nan Fung Commercial Centre
No. 19 Lam Lok Street
Kowloon Bay, Hong Kong
Re:Raytech Holding Ltd
Draft Registration Statement on Form F-1
Submitted October 21, 2022
CIK No. 0001948443
Dear Tim Hoi Ching:
            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
Cover Page
1.We note your disclosure that you will be a controlled company after the closing of this
offering.  Please disclose on the prospectus cover (i) the percent of voting power that your
Chief Executive Officer will control after completion of the offering, (ii) that you will be
considered to be a controlled company, and (iii) whether you intend to take advantage of
the controlled company exemptions under the Nasdaq rules.  Please also conform
disclosure in the summary that indicates you "may" choose to rely on such exemptions,
for example on pages 9 and 19.

 FirstName LastNameTim Hoi Ching
 Comapany NameRaytech Holding Ltd
 November 17, 2022 Page 2
 FirstName LastName
Tim Hoi Ching
Raytech Holding Ltd
November 17, 2022
Page 2
Commonly Used Defined Terms, page ii
2.Please revise the definition of "we" or "us" to refer solely to the registrant, consistent with
the definition on the prospectus cover page.  Consider defining a different term, such as
"Raytech," to refer to the consolidated company where appropriate.
Prospectus Summary, page 1
3.We note that your disclosure regarding regulatory approvals is limited to governmental
authorities in mainland China, for example on pages 14 and 17.  Please revise to disclose
each permission or approval that you or your subsidiary is required to obtain from Chinese
authorities (including Hong Kong) to operate your respective business and to offer the
securities being registered to foreign investors.  State whether you or your subsidiary
is 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 or your subsidiary’s operations, and
state affirmatively whether you and your subsidiary 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 subsidiary:
(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.
4.Please revise disclosure that indicates no permissions or approvals are required from
Chinese authorities, including CAC review, to disclose how you determined this.  If you
relied on counsel, identify counsel and file an exhibit.  If you did not consult counsel,
provide an explanation as to why you did not consult counsel.  Please expand or revise
related risk factors as appropriate.
5.Please revise your disclosure regarding the legal and operational risks associated with
being based in or having the majority of the company’s operations in China to additionally
include the risks related to your primary manufacturer, Zhongshan Raytech, and to assess
the potential consequences of such risks to you and your investors.
Risk Factors, page 23
6.Please tailor your risk factors to more closely reflect your business and the risks to which
you are subject.  In this regard, we note references to "segments"  and "service, practice or
industry offerings," as well as related terms, which do not appear to reflect your actual
business.  In addition, please reconcile references to "historical rate of growth" and
"limited operating history" on page 26, and revise the reference to "financial consultancy
industries" on page 52.

 FirstName LastNameTim Hoi Ching
 Comapany NameRaytech Holding Ltd
 November 17, 2022 Page 3
 FirstName LastName
Tim Hoi Ching
Raytech Holding Ltd
November 17, 2022
Page 3
Although our business operations so far have not been materially and adversely affected by the
outbreak of the coronavirus . . . . , page 28
7.We note your disclosure that the closure of the border between Hong Kong and mainland
China impeded Pure Beauty’s "ability to contact with" its two manufacturers.  Please
revise to clarify whether and how this impacted your operations.  We further note
disclosure that describes risks hypothetically; for instance, and without limitation, the
"pandemic may adversely affect the manufacturing, logistic and delivery of our products"
and "our manufacturers may not timely receive their raw materials, parts and
components."  Please revise to describe the actual impacts you have experienced and to
assess the effect on your business, financial condition, and results of operations.
Our Business, page 78
8.We note your disclosure that a single customer, identified as K***, accounted for 97-98%
of your revenues in the past two fiscal years.  In addition, your disclosure includes various
statements regarding the market position and business of K***.  In light of your
dependency on this customer and the statements being made about it, please disclose the
identity of K*** or advise.
9.We note your description of product sourcing on page 80.  Please disclose additional
information regarding payment terms and risk allocation, to clarify who bears the costs
and risks of loss at various stages of this process.  For example, and without limitation,
clarify which party pays for the production of prototypes and bears the risk of shipping
delay or loss.
Management, page 92
10.Please revise your biographical disclosure to clarify whether Mr. Ching, as well as your
director nominees, hold other directorships.  Refer to Item 4 of Form F-1 and Item 6.A. of
Form 20-F.
Related Party Transactions, page 98
11.Please revise disclosure under the caption "Due to related party" to reconcile the apparent
inconsistency with Note 9 to the financial statements, "Amount due from a director."
12.Please revise your disclosure to describe the lease with Raytech Holdings Company
Limited.  Please also file the lease as an exhibit to your registration statement pursuant to
Item 601(b)(10) of Regulation S-K, or advise.

 FirstName LastNameTim Hoi Ching
 Comapany NameRaytech Holding Ltd
 November 17, 2022 Page 4
 FirstName LastName
Tim Hoi Ching
Raytech Holding Ltd
November 17, 2022
Page 4
Financial Statements
Notes to Consolidated Financial Statements
Note 2 - Summary of Significant Accounting Policies and Practices
Revenue Recognition, page F-11
13.You disclosure indicates that you generate revenue through sourcing and wholesaling of
beauty products and revenue is recognized when product is loaded on ships.  However, we
note from the prospectus summary that you also provide two different types of
services—product sourcing and product co-development.  Please revise your disclosure to
include your policy for recognizing revenue for each type of service.
Signatures, page II-4
14.Tell us where Form F-1 requires that the document be signed by the "Chief Financial
Officer Nominee."  If that signature is not required, please revise to indicate who will be
signing in the capacity of Principal Financial Officer and Principal Accounting
Officer/Controller.
General
15.Please revise the paragraph following the table on contents on page i to remove references
to reports filed with the Securities and Exchange Commission and documents
incorporated by reference.
16.Reconcile your disclosure throughout regarding whether you will rely on "home country"
or "controlled company" exemptions cited in your disclosure.  As one example, on page
49, you state you will rely on home country exemptions, and will not have a majority of
independent directors.  However, on pages 19-20, you say you will not rely on controlled
company exemptions, and will have a majority of independent directors.
            You may contact Heather Clark at 202-551-3624 or Hugh West at 202-551-3872 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Jennifer Angelini at 202-551-3047 or Geoffrey Kruczek at 202-551-3641 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Arila Zhou