SecProbe.io

CORRESP
 1
 filename1.htm

 Rainbow
Capital Holdings Limited

 No . 710 , 7 / F , Wing On House

 No .
 71 Des Voeux Road Central ,

 Central ,
 Hong Kong

 September
30, 2025

 VIA
EDGAR

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 Office
of Finance

 100
F Street, N.E.

 Washington,
D.C. 20549

 Attention:
Susan Block, Esq.

 RE:
 Rainbow Capital Holdings Limited (the "Company")

 Registration Statement on Form F-1

 (File No. 333-284975) (the "Registration
 Statement")

 Dear
Ms. Block:

 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 4:30 p.m. on September
30, 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,

 RAINBOW CAPITAL HOLDINGS LIMITED

 By:
 /s/Choi Tan Yee

 Name:
 Choi Tan Yee

 Title:
 Chief Executive Officer

CORRESP
 1
 filename1.htm

 Cathay
Securities, Inc.

 40
Wall St., Suite 3600

 New
York, NY 10005

 September
30, 2025

 Via
EDGAR

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 Office
of Finance

 100
F Street, N.E.

 Washington,
DC 20549

 Re:
 Rainbow
 Capital Holdings Limited

 Registration
 Statement on Form F-1, as amended

 Initially
 Filed on February 14, 2025

 File
 No.: 333-284975

 Ladies
and Gentlemen:

 Pursuant
to Rule 461 under the Securities Act of 1933, as amended (the "Act"), we, Cathay Securities, Inc., as the representative
of the several underwriters, hereby join in the request by Rainbow Capital Holdings Limited that the effective date of the above-referenced
registration statement be accelerated so that it will be declared effective at 4:30 p.m., Eastern Time, on September 30, 2025, or as
soon thereafter as practicable.

 Pursuant
to Rule 460 under the Act, we, as representative of the several underwriters, wish to advise you that we have distributed to each underwriter
and dealer who is reasonably anticipated to participate in the distribution of the security to be offered a sufficient number of copies
of the preliminary prospectus permitted by Rule 430 of the Act as it appears to be reasonable to secure their adequate distribution.

 We,
the undersigned, as representative of the several underwriters, confirm that we have complied and will continue to comply with, and we
have been informed or will be informed by the participating underwriters and dealers that they have complied or will comply with, 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

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

 August
19, 2025

 United
States Securities and Exchange Commission

 Division
of Corporation Finance

 Office
of Finance

 100
F Street, N.E.

 Washington,
D.C. 20549

 Attn:
 Shannon
 Davis

 Robert
 Klein

 Robert
 Arzonetti

 Susan
 Block

 Re:

 Rainbow
 Capital Holdings Limited

 Amendment
 No. 5 to the Registration Statement on Form F-1

 Filed
 August 4, 2025

 File
 No. 333-284975

 Dear
Messrs. Davis, Klein, Arzonetti and Block:

 On
behalf of our client, Rainbow Capital Holdings Limited (the " Company "), we hereby provide a response to the comments
issued in a letter dated August 14, 2025 (the " Staff ' s Letter ") regarding the Company's Registration
Statement on Form F-1 (the " F - 1 "). Contemporaneously, we are filing the Amendment No. 6 to the Registration
Statement on Form F-1 via Edgar (the " Amendment No . 6 ").

 In
order to facilitate the review by the staff of the U.S. Securities and Exchange Commission (the " Staff ") of the Amendment
No. 6, 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.

 Amended
Registration Statement on Form F-1/A Filed August 4, 2025

 Summary
of Risk Factors

 Risks
related to doing business in Hong Kong, page 3

 1.
 We
 note your revised disclosure on page 3 related to your filing obligations with the CSRC when you sponsor a PRC client for an
 oversees offering or listing. Your revised disclosure states that in the filing with the CSRC you must designate "the
 authority approving the establishment" and "the licensing authority" without defining those terms. Please
 revise your disclosure to explain the those terms and provide an example by disclosing the identity of the relevant authorities that
 Rainbow identified in its submission to the CSRC.

 Response :

 The Company notes the Staff's comment and in response thereto has revised the disclosure on pages iii, 3, 19 and 108 to Amendment
No. 6.

 2.
 We
 note that in your undertakings with the CSRC, as a sponsor or underwriter for a PRC domestic client conducting an overseas offering
 or listing, your operating subsidiary confirms that you will "assume the corresponding legal responsibilities." Clarify
 the potential liability or other consequences that Rainbow, its subsidiaries or officers and directors assume under this undertaking.

 Response :

 It is respectfully submitted that the
scope of the "corresponding legal responsibilities" is limited to the CSRC filings made by the PRC domestic clients of the
Operating Subsidiary for their overseas listing. These legal responsibilities are imposed by the CSRC on securities companies including
the Operating Subsidiary, and are not similar to section 11 of the U.S. securities laws.

 The Company has revised the disclosure on pages iv, 3, 19 and 109
to Amendment No. 6.

 3.
 We
 note that your PRC counsel advised you that "there were no policies adopted by the PRC government to impose restrictions on
 our industry." However, we that in the disclosure you revised in response to Comments 1 and 2 in the second bullet point on
 page 3 discusses the oversight of the activities that sponsors and lead underwriters conducted by the CSRC, as well as the filing
 obligations that you must meet. Please clarify this apparent inconsistency between the disclosure in the first and second bullet
 point on page 3. Make conforming changes to your disclosure on page 16.

 Response :

 The Company notes the Staff's comment and in response thereto has revised the disclosure on pages 3 and 17 to Amendment No. 5.
As long as Rainbow Capital complies with the Trial Measures, such regulation will not restrict Rainbow Capital from providing our sponsorship
and underwriting services to our PRC domestic clients.

 Please
call me at 212-407-4063 if you would like additional information with respect to any of the foregoing. Thank you.

 Sincerely,

 /s/
 Alex Weniger-Araujo, Esq.

 Alex
 Weniger-Araujo, Esq.

 Partner

 cc:
Larry Choi, Chief Executive Officer of Rainbow Capital Holdings Limited

August 14, 2025
Larry Choi
Chief Executive Officer
Rainbow Capital Holdings Limited
No. 710, 7/F, Wing On House
No. 71 Des Voeux Road Central
Central, Hong Kong
Re:Rainbow Capital Holdings Limited
Amendment No. 5 to Registration Statement on Form F-1
Filed August 4, 2025
File No. 333-284975
Dear Larry Choi:
            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. Unless we note
otherwise, any references to prior comments are to comments in our August 1, 2025 letter.
Amended Registration Statement on Form F-1/A Filed August 4, 2025
Summary of Risk Factors
Risks related to doing business in Hong Kong, page 3
1.We note your revised disclosure on page 3 related to your filing obligations with the
CSRC when you sponsor a PRC client for an oversees offering or listing. Your
revised disclosure states that in the filing with the CSRC you must designate "the
authority approving the establishment" and "the licensing authority" without defining
those terms. Please revise your disclosure to explain the those terms and provide an
example by disclosing the identity of the relevant authorities that Rainbow identified
in its submission to the CSRC.
We note that in  your undertakings with the CSRC, as a sponsor or underwriter for a a 2.

August 14, 2025
Page 2
PRC domestic client conducting an overseas offering or listing, your operating
subsidiary confirms that you will "assume the corresponding legal responsibilities."
Clarify the potential liability or other consequences that Rainbow, its subsidiaries or
officers and directors assume under this undertaking.
3.We note that your PRC counsel advised you that "there were no policies adopted by
the PRC government to impose restrictions on our industry." However, we that in the
disclosure you revised in response to Comments 1 and 2 in the second bullet point on
page 3 discusses the oversight of the activities that sponsors and lead underwriters
conducted by the CSRC, as well as the filing obligations that you must meet. Please
clarify this apparent inconsistency between the disclosure in the first and second bullet
point on page 3. Make conforming changes to your disclosure on page 16.
            Please contact Shannon Davis at 202-551-6687 or Robert Klein at 202-551-3847 if
you have questions regarding comments on the financial statements and related
matters. Please contact Robert Arzonetti at 202-551-8819 or Christian Windsor at 202-551-
3419 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:Alex Weniger-Araujo

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

 August
4, 2025

 United
States Securities and Exchange Commission

 Division
of Corporation Finance

 Office
of Finance

 100
F Street, N.E.

 Washington,
D.C. 20549

 Attn:
 Shannon
 Davis

 Robert
 Klein

 Robert
 Arzonetti

 Susan
 Block

 Re:

 Rainbow
 Capital Holdings Limited

 Amendment
 No. 4 to the Registration Statement on Form F-1

 Filed
 July 8, 2025

 File
 No. 333-284975

 Dear
Messrs. Davis, Klein, Arzonetti and Block:

 On
behalf of our client, Rainbow Capital Holdings Limited (the " Company "), we hereby provide a response to the comments
issued in a letter dated August 1, 2025 (the " Staff ' s Letter ") regarding the Company's Registration
Statement on Form F-1 (the " F - 1 "). Contemporaneously, we are filing the Amendment No. 5 to the Registration
Statement on Form F-1 via Edgar (the " Amendment No . 5 ").

 In
order to facilitate the review by the staff of the U.S. Securities and Exchange Commission (the " Staff ") of the Amendment
No. 5, 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.

 Amendment
No. 4 to Registration Statement on Form F-1

 Risk
Factors

 The
PRC government may exert significant oversight

 CSRC
filing for provision of IPO sponsorship, page 17

 1. Please
 revise to include a separate risk factor, with its own subheading, discussing the risks to
 you associated with the CSRC filing provisions for IPO sponsorship and underwriting services.
 In your risk factor, please clarify the conduct that could give rise to a violation as stipulated
 by Article 24 of the Trial Measures. We note your disclosure that it is a risk that your
 operating subsidiary could be in violation of the undertakings that your operating subsidiary
 made to the CSRC. Please clarify the undertakings made so that investors may assess the risk.

 Response :
The Company notes the Staff's comment and in response thereto has revised the disclosure on pages iii, iv, 3, 18, 19 and
109 to Amendment No. 5.

 Regulations

 The
Trial Measures, page 108

 2.
 We
 note your disclosure that you have fulfilled your obligations under Articles 20 and 21 and have made your initial filing under Article
 21 to the CSRC and have made your annual reports. Please advise as to the type of information that you are required to file with
 the CSRC in your original filing, as well as the annual reports. In this regard, we note your disclosure that you must update the
 CSRC within 10 working days in case of changes of details previously filed. Please describe what information would constitute a change
 that would require you to update your original filing, including if you would be required to make a filing if one of your IPO clients
 had a material change related to their offering.

 Response :
The Company notes the Staff's comment and in response thereto has revised the disclosure on pages iii, 3, 18, 19 and 108 to Amendment No. 5.

 3.
 Please
 clarify if you have to file a new report when you assist a client with sponsor or underwriting services for a new offering.

 Response :
The Company notes the Staff's comment and in response thereto has revised the disclosure on pages iii, 3, 18 and 108 to Amendment No. 5.

 Examination
and Verification, page 109

 4.
 We
 note your disclosure that, according to Article 20 of the Trial Measures, securities companies and law firms should make thorough
 examination and verification of the CSRC filing documents for overseas securities offering and listing by the PRC domestic companies.
 Please clarify what is meant by "securities companies." Please address if Article 20 requires you to comply with, or help
 your clients comply with, any additional Articles outside of Articles 20, 21, 24, 26 and Supporting Guidelines 2 and 5.

 Response :
The Company notes the Staff's comment and in response thereto has revised the disclosure on pages iv, 3, 19 and 109 to Amendment
No. 5.

 Please
call me at 212-407-4063 if you would like additional information with respect to any of the foregoing. Thank you.

 Sincerely,

 /s/
 Alex Weniger-Araujo, Esq.

 Alex
 Weniger-Araujo, Esq.

 Partner

 cc:
Larry Choi, Chief Executive Officer of Rainbow Capital Holdings Limited

August 1, 2025
Larry Choi
Chief Executive Officer
Rainbow Capital Holdings Limited
No. 710, 7/F, Wing On House
No. 71 Des Voeux Road Central
Central, Hong Kong
Re:Rainbow Capital Holdings Limited
Amendment No. 4 to Registration Statement on Form F-1
Filed July 8, 2025
File No. 333-284975
Dear Larry Choi:
            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. Unless we note
otherwise, any references to prior comments are to comments in our July 2, 2025 letter.
Amendment No. 4 to Registration Statement on Form F-1
Risk Factors
The PRC government may exert significant oversight
CSRC filing for provision of IPO sponsorship, page 17
1.Please revise to include a separate risk factor, with its own subheading, discussing the
risks to you associated with the CSRC filing provisions for IPO sponsorship and
underwriting services. In your risk factor, please clarify the conduct that could give
rise to a violation as stipulated by Article 24 of the Trial Measures. We note your
disclosure that it is a risk that your operating subsidiary could be in violation of the
undertakings that your operating subsidiary made to the CSRC. Please clarify the
undertakings made so that investors may assess the risk.

August 1, 2025
Page 2
Regulations
The Trial Measures, page 108
2.We note your disclosure that you have fulfilled your obligations under Articles 20 and
21 and have made your initial filing under Article 21 to the CSRC and have made
your annual reports. Please advise as to the type of information that you are required
to file with the CSRC in your original filing, as well as the annual reports. In this
regard, we note your disclosure that you must update the CSRC within 10 working
days in case of changes of details previously filed. Please describe what information
would constitute a change that would require you to update your original filing,
including if you would be required to make a filing if one of your IPO clients had a
material change related to their offering.
3.Please clarify if you have to file a new report when you assist a client with sponsor or
underwriting services for a new offering.
Examination and Verification, page 109
4.We note your disclosure that, according to Article 20 of the Trial Measures, securities
companies and law firms should make thorough examination and verification of the
CSRC filing documents for overseas securities offering and listing by the PRC
domestic companies. Please clarify what is meant by "securities companies." Please
address if Article 20 requires you to comply with, or help your clients comply
with, any additional Articles outside of Articles 20, 21, 24, 26 and Supporting
Guidelines 2 and 5.
            Please contact Shannon Davis at 202-551-6687 or Robert Klein at 202-551-3847 if
you have questions regarding comments on the financial statements and related
matters. Please contact Robert Arzonetti at 202-551-8819 or Susan Block at 202-551-3210
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:Alex Weniger-Araujo

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

 July
8, 2025

 United
States Securities and Exchange Commission

 Division
of Corporation Finance

 Office
of Finance

 100
F Street, N.E.

 Washington,
D.C. 20549

 Attn:
 Shannon Davis

 Robert Klein

 Robert Arzonetti

 Susan Block

 Re:
 Rainbow Capital Holdings
 Limited

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

 Filed June 26, 2025

 File No. 333-284975

 Dear
Messrs. Davis, Klein, Arzonetti and Block:

 On
behalf of our client, Rainbow Capital Holdings Limited (the " Company "), we hereby provide a response to the comments
issued in a letter dated July 2, 2025 (the " Staff ' s Letter ") regarding the Company's Registration
Statement on Form F-1 (the " F - 1 "). Contemporaneously, we are filing the Amendment No. 4 to the Registration
Statement on Form F-1 via Edgar (the " Amendment No . 4 ").

 In
order to facilitate the review by the staff of the U.S. Securities and Exchange Commission (the " Staff ") of the Amendment
No. 4, 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.

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

 General

 1. We
 note your disclosure on page iii and elsewhere stating that your Operating Subsidiary is
 registered with the CSRC under Article 21 of the Trial Measures. Please clarify the implications
 of this registration, including the specific obligations it entails and confirm whether these
 steps have been completed. In particular, please clarify whether it is merely a notice filing,
 specify when the initial filing under Article 21 was made, and indicate whether it was a
 one-time filing and whether your Operating Subsidiary is subject to any ongoing periodic
 obligations, including updates in the event of changes. Additionally, your disclosure states
 that the legal and operational risks associated with Mainland China "may" also
 apply to operations in Hong Kong and the Operating Subsidiary "could be" subject
 to regulatory oversight. Given that your Operating Subsidiary is already registered under
 Article 21, it appears these should be affirmative statements in the present tense. Please
 revise where appropriate to clarify and, if necessary, explain the basis for characterizing
 the applicability of such risks as contingent ("may apply" and "could be
 subject").

 Response :
The Company notes the Staff's comment and in response thereto has revised the disclosure on pages iii, iv, 3, 17, 18, 108 and 109
to Amendment No. 4 to the Registration Statement.

 Please
call me at 212-407-4063 if you would like additional information with respect to any of the foregoing. Thank you.

 Sincerely,

 /s/
 Alex Weniger-Araujo, Esq.

 Alex Weniger-Araujo, Esq.

 Partner

 cc:
Larry Choi, Chief Executive Officer of Rainbow Capital Holdings Limited

July 2, 2025
Larry Choi
Chief Executive Officer
Rainbow Capital Holdings Limited
No. 710, 7/F, Wing On House
No. 71 Des Voeux Road Central
Central, Hong Kong
Re:Rainbow Capital Holdings Limited
Amendment No. 3 to the Registration Statement on Form F-1
Filed June 26, 2025
File No. 333-284975
Dear Larry Choi:
            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. Unless we note
otherwise, any references to prior comments are to comments in our June 25, 2025 letter.
Amendment No. 3 to the Registration Statement on Form F-1
General
We note your disclosure on page iii and elsewhere stating that your Operating
Subsidiary is registered with the CSRC under Article 21 of the Trial Measures. Please
clarify the implications of this registration, including the specific obligations it entails
and confirm whether these steps have been completed. In particular, please clarify
whether it is merely a notice filing, specify when the initial filing under Article 21 was
made, and indicate whether it was a one-time filing and whether your Operating
Subsidiary is subject to any ongoing periodic obligations, including updates in the
event of changes. Additionally, your disclosure states that the legal and operational
risks associated with Mainland China “may” also apply to operations in Hong Kong 1.

July 2, 2025
Page 2
and the Operating Subsidiary “could be” subject to regulatory oversight. Given that
your Operating Subsidiary is already registered under Article 21, it appears these
should be affirmative statements in the present tense. Please revise where appropriate
to clarify and, if necessary, explain the basis for characterizing the applicability of
such risks as contingent (“may apply” and "could be subject").
            Please contact Shannon Davis at 202-551-6687 or Robert Klein at 202-551-3847 if
you have questions regarding comments on the financial statements and related
matters. Please contact Robert Arzonetti at 202-551-8819 or Susan Block at 202-551-3210
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:Alex Weniger-Araujo

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

 June
26, 2025

 United
States Securities and Exchange Commission

 Division
of Corporation Finance

 Office
of Finance

 100
F Street, N.E.

 Washington,
D.C. 20549

 Attn:
 Shannon Davis

 Robert Klein

 Susan Block

 Christian Windsor

 Re:
 Rainbow Capital Holdings
 Limited

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

 Filed June 16, 2025

 File No. 333-284975

 Dear
Messrs. Davis, Klein, Block and Windsor:

 On
behalf of our client, Rainbow Capital Holdings Limited (the " Company "), we hereby provide a response to the comments
issued in a letter dated June 25, 2025 (the " Staff ' s Letter ") regarding the Company's Registration
Statement on Form F-1 (the " F - 1 "). Contemporaneously, we are filing the Amendment No. 3 to the Registration
Statement on Form F-1 via Edgar (the " Amendment No . 3 ").

 In
order to facilitate the review by the staff of the U.S. Securities and Exchange Commission (the " Staff ") of the Amendment
No. 3, 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.

 Amendment
No. 2 to Form F-1 filed June 16, 2025

 General

 1. We
 note you provide IPO sponsorship and underwriting services. Revise your disclosure to clarify
 the number of your IPO and underwriting clients that are located in the PRC, and the percentage
 of your overall transaction volume, if material. If you have a material number of clients
 located in PRC, revise your disclosure to discuss the regulatory compliance that you are
 subject to from the authorities in the PRC, including Article 21 of the Trial Measures.

 Response :
The Company notes the Staff's comment and in response thereto has revised the disclosure on pages iii, 2, 16, 49 and 105
to Amendment No. 3 to the Registration Statement.

 United States Securities and Exchange Commission
 June 26, 2025
 Page 2

 Exhibits

 2. We
 note that the consent from your independent registered public accounting firm filed under
 Exhibit 23.1 refers to their report dated December 16, 2024, with respect to the consolidated
 financial statements of Rainbow Capital Holdings Limited. However, we note that the audit
 report filed on page F-2 is dated "December 16, 2024, except for Note 16 as to which
 the date is February 13, 2025." Please revise and update the consent to refer to all
 dates and the related explanation appearing in the date block of the report exactly as they
 appear in the report.

 Response :
The Company notes the Staff's comment and in response thereto has filed an updated Exhibit 23.1 to Amendment No. 3 to the Registration
Statement.

 Please
call me at 212-407-4063 if you would like additional information with respect to any of the foregoing. Thank you.

 Sincerely,

 /s/
 Alex Weniger-Araujo, Esq.

 Alex Weniger-Araujo, Esq.

 Partner

 cc:
Larry Choi, Chief Executive Officer of Rainbow Capital Holdings Limited

June 25, 2025
Larry Choi
Chief Executive Officer
Rainbow Capital Holdings Limited
No. 710, 7/F, Wing On House
No. 71 Des Voeux Road Central
Central, Hong Kong
Re:Rainbow Capital Holdings Limited
Amendment No. 2 to the Registration Statement on Form F-1
Filed June 16, 2025
File No. 333-284975
Dear Larry Choi:
            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. 2 to Form F-1 filed June 16, 2025
General
1.We note you provide IPO sponsorship and underwriting services.  Revise your
disclosure to clarify the number of your IPO and underwriting clients that are located
in the PRC, and the percentage of your overall transaction volume, if material. If you
have a material number of clients located in PRC, revise your disclosure to discuss the
regulatory compliance that you are subject to from the authorities in the PRC,
including Article 21 of the Trial Measures.
Exhibits
We note that the consent from your independent registered public accounting firm
filed under Exhibit 23.1 refers to their report dated December 16, 2024, with respect 2.

June 25, 2025
Page 2
to the consolidated financial statements of Rainbow Capital Holdings Limited.
However, we note that the audit report filed on page F-2 is dated "December 16, 2024,
except for Note 16 as to which the date is February 13, 2025." Please revise and
update the consent to refer to all dates and the related explanation appearing in the
date block of the report exactly as they appear in the report.
            Please contact Shannon Davis at 202-551-6687 or Robert Klein at 202-551-3847 if
you have questions regarding comments on the financial statements and related
matters. Please contact Susan Block at 202-551-3210 or Christian Windsor at 202-551-3419
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Finance

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

March
3, 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:
  Katharine Garrett

  Robert Klein

  John Stickel

  Susan Block

  Re:
  Rainbow Capital Holdings Limited

  Registration
Statement on Form F-1

  Filed
February 14, 2025

  File
No. 333-284975

Dear
Messrs. Garrett, Klein, Stickel, and Block:

On
behalf of our client, Rainbow Capital Holdings Limited (the “Company”), we hereby provide a response to the comments
issued in a letter dated February 28, 2025 (the “Staff’s Letter”) regarding the Company’s Registration
Statement on Form F-1 (the “Form F-1”). Contemporaneously, we are filing the Amendment No. 1 to the Form F-1 via Edgar
(the “Amendment No. 1”).

In
order to facilitate the review by the staff of the Securities and Exchange Commission (the “Staff”) of the Amendment
No. 1, 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.

    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

                                              March 3, 2025

                                              Page
                                            2

Form
F-1 filed February 14, 2025

Risks
related to doing business in Hong Kong

The
PRC government may exert significant oversight or may exert more control, page 13

1. Please
                                            refer to the first paragraph at the top of page 16. We note your disclosure here that “the
                                            PRC government currently does not exert direct influence or discretion over the manner we
                                            conduct our business activities in Hong Kong, outside of Mainland China.” Given the
                                            risk that the Chinese government may intervene or influence your operations at any time,
                                            or 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, please revise this paragraph and remove
                                            these and similar statements throughout the registration statement. 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.”

Response:
The Company has revised the disclosure on page 16 of the Amendment No. 1 in response to this comment.

 2. Please
                                            refer to the second paragraph at the top of page 16. Please revise to remove the language
                                            “in extreme cases” when describing a situation that may cause the value of your
                                            securities to significantly decline or become worthless.

Response:
The Company has revised the disclosure on page 16 of the Amendment No. 1 in response to this comment.

Capitalization,
page 42

 3. We
                                            note the adjustments and footnote descriptions for changes to Additional Paid-In Capital
                                            for Pro Forma as Adjusted and Pro Forma As Adjusted with Full Exercise of Over-Allotment
                                            Shares. Please revise your disclosures to include more details quantifying the adjustments
                                            and items comprising the adjustments. For example, we note that that the Additional Paid-In
                                            Capital for the Pro Forma As Adjusted increased by approximately $4.9 million, which differs
                                            from the $5.1 million proceeds to the Company disclosed on page iv and the $3.8 million estimated
                                            net proceeds disclosed on pages 39 and 42.

Response:
Additional Paid-In Capital for the Pro Forma As Adjusted would increase by $3,889,503, which is in line with the estimated net
proceeds. The Company has revised the disclosure on pages 39 and 42 of the Amendment No. 1 in response to this comment.

 4. We
                                            note your disclosure on page 40 stating on October 31, 2024, Rainbow Capital declared a dividend
                                            in the aggregate amount of HK$18,443,364 (approximately US$2,373,877) to Mr. Choi and Mr.
                                            Leung. Given the significance of the transaction, please revise your Capitalization and Dilution
                                            information to give effect to the dividend on a pro forma basis. Refer to Rule 11-01(a)(8)
                                            of Regulation S-X.

Response:
The Company has revised the disclosure on pages 42 and 43 of the Amendment No. 1 in response to this comment, to take into account
the effect of the dividend declared on October 31, 2024.

  United
                                            States Securities and Exchange Commission

                                              March 3, 2025

                                              Page
                                            3

Dilution,
page 43

 5. We
                                            note your presentation of Dilution per Class A Ordinary Share to new investors. Give your
                                            disclosure on page F-25 that the Class B Shares share equally in dividends and residual net
                                            assets on a per ordinary share basis, please tell us how you have considered the Class B
                                            Ordinary Shares in your computation of the Dilution, as well as the related Net tangible
                                            book value per Ordinary Share and Pro forma net tangible book value per Class A Ordinary
                                            Share calculations. Revise your disclosures to clarify accordingly.

Response:
The Company has revised the disclosure on page 43 of the Amendment No. 1 in response to this comment, to take into account both Class A Ordinary Shares and Class B Ordinary
Shares.

Please
call me at 212-407-4063 if you would like additional information with respect to any of the foregoing. Thank you.

  Sincerely,

  /s/
  Alex Weniger-Araujo, Esq.

  Alex Weniger-Araujo, Esq.

  Partner

cc:
Larry Choi, Chief Executive Officer of Rainbow Capital Holdings Limited

February 28, 2025
Larry Choi
Chief Executive Officer
Rainbow Capital Holdings Limited
No. 710, 7/F, Wing On House
No. 71 Des Voeux Road Central
Central, Hong Kong
Re:Rainbow Capital Holdings Limited
Registration Statement on Form F-1
Filed February 14, 2025
File No. 333-284975
Dear Larry Choi:
            We have reviewed your registration statement and have the following comments.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.  Unless we note
otherwise, any references to prior comments are to comments in our February 12, 2025 letter.
Form F-1 filed February 14, 2025
Risks related to doing business in Hong Kong
The PRC government may exert significant oversight or may exert more control, page 13
Please refer to the first paragraph at the top of page 16. We note your disclosure here
that "the PRC government currently does not exert direct influence or discretion over
the manner we conduct our business activities in Hong Kong, outside of Mainland
China." Given the risk that the Chinese government may intervene or influence your
operations at any time, or 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, please revise this paragraph and remove these and similar statements throughout
the registration statement. We remind you that, pursuant to federal securities rules, the 1.

February 28, 2025
Page 2
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.”
2.Please refer to the second paragraph at the top of page 16. Please revise to remove the
language "in extreme cases" when describing a situation that may cause the value of
your securities to significantly decline or become worthless.
Capitalization, page 42
3.We note the adjustments and footnote descriptions for changes to Additional Paid-In
Capital for Pro Forma as Adjusted and Pro Forma As Adjusted with Full Exercise
of Over-Allotment Shares. Please revise your disclosures to include more details
quantifying the adjustments and items comprising the adjustments. For example, we
note that that the Additional Paid-In Capital for the Pro Forma As Adjusted increased
by approximately $4.9 million, which differs from the $5.1 million proceeds to the
Company disclosed on page iv and the $3.8 million estimated net proceeds disclosed
on pages 39 and 42.
4.We note your disclosure on page 40 stating on October 31, 2024, Rainbow Capital
declared a dividend in the aggregate amount of HK$18,443,364 (approximately
US$2,373,877) to Mr. Choi and Mr. Leung. Given the significance of the transaction,
please revise your Capitalization and Dilution information to give effect to the
dividend on a pro forma basis. Refer to Rule 11-01(a)(8) of Regulation S-X.
Dilution, page 43
5.We note your presentation of Dilution per Class A Ordinary Share to new investors.
Give your disclosure on page F-25 that the Class B Shares share equally in dividends
and residual net assets on a per ordinary share basis, please tell us how you have
considered the Class B Ordinary Shares in your computation of the Dilution, as well
as the related Net tangible book value per Ordinary Share and Pro forma net tangible
book value per Class A Ordinary Share calculations. Revise your disclosures to clarify
accordingly.
            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 Katharine Garrett at 202-551-2332 or Robert Klein at 202-551-3847 if
you have questions regarding comments on the financial statements and related
matters. Please contact John Stickel at 202-551-3324 or Susan Block at 202-551-3210 with
any other questions.

February 28, 2025
Page 3
Sincerely,
Division of Corporation Finance
Office of Finance

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:
  Katharine Garrett

  Robert Klein

  John Stickel

  Susan Block

  Re:
  Rainbow Capital Holdings
  Limited

Amendment
No. 2

Draft
Registration Statement on Form F-1

Submitted
February 3, 2025

CIK
No. 0002046919

Dear
Messrs. Garrett, Klein, Stickel, and Block:

On
behalf of our client, Rainbow Capital Holdings Limited (the “Company”), we hereby provide a response to the comments issued
in a letter dated February 12, 2025 (the “Staff’s Letter”) regarding the Company’s Draft Registration
Statement on Form F-1 (the “F-1”). 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.

    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

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

Note
2 - Summary of Significant Accounting Policies

Revision,
page F-18

 1. We
                                            note your response to comment 3 and revised disclosure on page F-18 discussing the revision
                                            to the previously issued financial statements for the error correction. Given the significant
                                            changes to your net cash generated from operating activities and cash used in financing activities
                                            resulting from the correction, it is unclear how such revisions are “immaterial.”
                                            Further, we note that the auditor appears to have dual-dated the audit report on page F-2
                                            to reflect the correction to the misstatement in the previously issued financial statements.
                                            Accordingly, please revise and ensure that the restated financial statements are labeled
                                            as “restated.” In addition, revise your disclosure on page F-18 to clarify accordingly
                                            and disclose all information required by ASC 250-10-50-7. Lastly, please update the audit
                                            report on page F-2 to include an explanatory paragraph. Refer to paragraph 16 of PCAOB Auditing
                                            Standard (“AS”) 2820.

Response:

The
Company has revised the disclosure on pages 55, F-2, F-6, F-18 and F-28 of the public filing on Form F-1 in response to
this comment.

Please
call me at 212-407-4063 if you would like additional information with respect to any of the foregoing. Thank you.

  Sincerely,

  /s/
  Alex Weniger-Araujo, Esq.

  Alex Weniger-Araujo, Esq.

  Partner

cc: Larry Choi, Chief Executive Officer of Rainbow Capital Holdings Limited

February 12, 2025
Larry Choi
Chief Executive Officer
Rainbow Capital Holdings Limited
No. 710, 7/F, Wing On House
No. 71 Des Voeux Road Central
Central, Hong Kong
Re:Rainbow Capital Holdings Limited
Amendment No. 2 to
Draft Registration Statement on Form F-1
Submitted February 3, 2025
CIK No. 0002046919
Dear Larry Choi:
            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 31, 2025 letter.
Amendment No. 2 to Draft Registration Statement on Form F-1
Note 2 - Summary of Significant Accounting Policies
Revision, page F-18
We note your response to comment 3 and revised disclosure on page F-18 discussing
the revision to the previously issued financial statements for the error correction.
Given the significant changes to your net cash generated from operating activities and
cash used in financing activities resulting from the correction, it is unclear how such
revisions are "immaterial." Further, we note that the auditor appears to have dual-1.

February 12, 2025
Page 2
dated the audit report on page F-2 to reflect the correction to the misstatement in the
previously issued financial statements. Accordingly, please revise and ensure
that the restated financial statements are labeled as “restated." In addition, revise your
disclosure on page F-18 to clarify accordingly and disclose all information required by
ASC 250-10-50-7. Lastly, please update the audit report on page F-2 to include an
explanatory paragraph. Refer to paragraph 16 of PCAOB Auditing Standard (“AS”)
2820.
            Please contact Katharine Garrett at 202-551-2332 or Robert Klein at 202-551-3847 if
you have questions regarding comments on the financial statements and related
matters. Please contact John Stickel at 202-551-3324 or Susan Block at 202-551-3210 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Finance

January 31, 2025
Larry Choi
Chief Executive Officer
Rainbow Capital Holdings Limited
No. 710, 7/F, Wing On House
No. 71 Des Voeux Road Central
Central, Hong Kong
Re:Rainbow Capital Holdings Limited
Amendment No. 1
Draft Registration Statement on Form F-1
Submitted January 16, 2025
CIK No. 0002046919
Dear Larry Choi:
            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 13, 2025 letter.
Amendment No. 1 to Draft Registration Statement on Form F-1
Prospectus Summary, page 1
1.We note your response to prior comment 13. Please disclose in the prospectus
summary that your company currently consists of 8 employees, comprising of 2
management and compliance personnel and 6 project execution staff.
Consolidated Statements of Cash Flows, page F-6
We note your response to prior comment 21 and your reclassification of the 2.

January 31, 2025
Page 2
HK$11,825,000 "Amount due from directors" to the financing activities of your
consolidated statements of cash flow. Please tell us whether this line item, which you
describe on pg. F-26 as a dividend to settle the amount due from directors, was a cash
or non-cash transaction. Further, please revise your label for this line item on the
statements of cash flows to more clearly describe the nature of this amount.
3.We note the change in the statement of cash flows, included in this amendment, to
reclassify the amount due from directors from operating to financing activities. Please
tell us your consideration to label the financial statements as restated, with
accompanying explanatory footnotes, along with an updated audit opinion reflecting
the restatement.
4.We note you present net cash used in financing activities in the amount of
"(1,3,024,205)" for the year ended September 30, 2024. Please revise to correct this
typographical error.
Notes to the Consolidated Financial Statements
Note 2 – Summary of Significant Accounting Policies, page F-13
5.We note your response to prior comment 23 and your revised disclosure on pages F-
14 and F-15. Please tell us, and revise your accounting policy disclosure as necessary
to clarify, the following:
•For your IPO sponsorship services, we note your disclosure that "There are
generally several performance obligations . . ." and that "The entire service fee of
listing sponsorship services is allocated to a single performance obligation."
Further, your disclosure on page F-14 notes that "The fees received upon signing
the contract and other installments are recognized based on the point in time upon
different stages such as (i) the submission of listing application to the Hong Kong
Stock Exchange; (ii) the holding of first listing hearing by the listing committee of
the Hong Kong Stock Exchange; and (iii) the successful listing on the Main Board
or GEM of the Hong Kong Stock Exchange." Please clarify whether there are
several performance obligations or a single performance obligation for your IPO
sponsorship services, and revise your disclosure for consistency.
•For your financial advisory services, your disclosure on page F-15 discusses that
"the entire transaction prices of financial advisory services are generally allocated
to a single performance obligation" and that "Revenue from upfront payment and
other installments is recognized based on the point in time either (i) at the time of
completion; or (ii) lapse of contracts." However, your revised disclosure also
states that there are generally two performance obligations and identifies that the
two performance obligations are 1) the submission of the listing application and
2) the listing on the exchange. Please clarify whether there are one or two
performance obligations for your financial advisory services, and revise your
disclosure for consistency.
Note 8 – Related Party Transactions and Balances, page F-23
We note your disclosure on page 40 stating that Rainbow Capital declared a dividend,
on July 26, 2024, in the aggregate amount of HK$11,825,000 (approximately
US$1,522,016) to Mr. Choi and Mr. Leung, the then shareholders of Rainbow Capital, 6.

January 31, 2025
Page 3
for the purpose of settling the amounts due from them for the same amount. However,
we also note that the change in the balance of amounts due from directors increased
from HK$17,401,659 to HK$18,444,864 from September 30, 2023 to September 30,
2024. Please provide us with a rollforward explaining the change in the amounts due
from directors from September 30, 2023 to September 30, 2024, including showing
how the dividend is reflected.
Note 11 – Earning Per Shares, page F-25
7.We note that your weighted average number of ordinary shares outstanding for
purposes of earnings per share calculations is 16,500,000, which appears to include
both Class A and Class B ordinary shares. Please revise your filing to clearly disclose
that the earnings per share amounts reflect both classes of your ordinary shares, as
well as a description of the facts and circumstances (e.g., whether the classes share
equally in dividends and residual net assets on a per share basis) supporting your
presentation.
            Please contact Katharine Garrett at 202-551-2332 or Robert Klein at 202-551-3847 if
you have questions regarding comments on the financial statements and related
matters. Please contact John Stickel at 202-551-3324 or Susan Block at 202-551-3210 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Finance

January 13, 2025
Larry Choi
Chief Executive Officer
Rainbow Capital Holdings Limited
No. 710, 7/F, Wing On House
No. 71 Des Voeux Road Central
Central, Hong Kong
Re:Rainbow Capital Holdings Limited
Draft Registration Statement on Form F-1
Submitted December 16, 2024
CIK No. 0002046919
Dear Larry Choi:
            We have reviewed your draft registration statement and have the following comments.
            Please respond to this letter by providing the requested information and either
submitting an amended draft registration statement or publicly filing your registration
statement on EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing the information you provide in response to this letter and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form F-1 submitted December 16, 2024
General
1.Please provide us with copies of all written communications, as defined in Rule 405
under the Securities Act, that you, or anyone authorized to do so on your behalf have
presented or expect to present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or not you retained, or intend to retain, copies of those
communications. Please contact the staff at the phone number below to discuss how to
submit the materials.
Please provide us with copies of any additional graphics, maps, photographs,
and related captions or other artwork including logos that you intend to use in the
prospectus. Please keep in mind, in scheduling printing and distributing of the 2.

January 13, 2025
Page 2
preliminary prospectus, that we may have comments after reviewing the materials.
3.Please disclose the Company’s internet address as required by Item 101(c)(3) of
Regulation S-K.
Cover Page
4.We note that you are not a Hong Kong operating company but a British Virgin Islands
company with operations conducted by your subsidiary based in Hong Kong. Please
explain on the cover page whether this structure is used to provide investors with
exposure to foreign investment in Hong Kong where the law prohibits direct
foreign investment in the operating company.
5.Clearly disclose 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. Refrain from using terms such as "we" or "our" when
describing the activities of functions of the operating subsidiaries.
Conventions that Apply to this Prospectus, page vi
6.You state that you have not independently verified the accuracy or completeness of
the data contained in these public sources and the Frost & Sullivan Report set forth in
your prospectus. Please note that you are responsible for the entire contents of
the registration statement. As this statement may imply an inappropriate disclaimer of
responsibility with respect to third-party information, please revise to clarify that you
believe this information is reliable.
Prospectus Summary, page 1
7.Disclose clearly in the prospectus summary that the company uses a structure that
involves a subsidiary based in Hong Kong. Describe all contracts and arrangements
through which you claim to have economic rights and exercise control that results in
consolidation of the subsidiary's operations and financial results into your
financial statements. Identify clearly the entity in which investors are purchasing their
interest and the entities in which the company’s operations are conducted. Describe
the relevant contractual agreements between the entities and how this type of
corporate structure may affect investors and the value of their investment, including
how and why the contractual arrangements may be less effective than direct
ownership and that the company may incur substantial costs to enforce the terms of
the arrangements. Disclose the uncertainties regarding the status of the rights of
the British Virgin Islands holding company with respect to its contractual
arrangements with the subsidiary, its founders and owners, and the challenges the
company may face enforcing these contractual agreements due to legal uncertainties
and jurisdictional limits. We note that you have include a diagram illustrating your
corporate structure. Please revise to disclose clearly the ownership of the entities by
direct equity interest by solid line or solid arrows and entities controlled by
contractual arrangements by dashed line or dashed arrows, if applicable.
In your summary of risk factors, disclose the risks that your corporate structure and
having the majority of the company’s operations in Hong Kong poses to investors. In 8.

January 13, 2025
Page 3
particular, describe the significant regulatory, liquidity, and enforcement risks with
cross-references to the more detailed discussion of these risks in the prospectus. For
example, specifically discuss risks arising from the legal system in China, including
risks and uncertainties regarding the enforcement of laws and that rules and
regulations in China can change quickly with little advance notice.
9.Disclose in the prospectus summary each permission that you or your subsidiaries are
required to obtain from Chinese authorities to operate and issue these securities to
foreign investors, whether you have received such approvals and the consequences to
you and your investors if you do not receive or maintain the approvals, inadvertently
conclude that such approvals are not required, or applicable laws, regulations, or
interpretations change and you are required to obtain approval in the future.
State whether you or your subsidiaries are covered by permissions requirements from
the China Securities Regulatory Commission (CSRC), the Cyberspace Administration
of China (CAC), or any other entity that is required to approve your or your
subsidiaries' operations, and state affirmatively whether you have received all
requisite permissions and whether any permissions have been denied.
10.Provide a clear description in the prospectus summary of how cash is transferred
through your organization. Disclose your intentions to distribute earnings or settle
amounts owed under your operating structure. Quantify any cash flows and transfers
of other assets by type that have occurred between the holding company and its
subsidiaries and direction of transfer. Quantify any dividends or distributions that a
subsidiary has made to the holding company and which entity made such transfer,
and their tax consequences. Similarly quantify dividends or distributions made to U.S.
investors, the source, and their tax consequences. Describe any restrictions on foreign
exchange and your ability to transfer cash between entities, across borders, and to
U.S. investors. Describe any restrictions and limitations on your ability to distribute
earnings from your businesses, including subsidiaries to the parent company and U.S.
investors as well as the ability to settle amounts owed.
Implications of Being a Controlled Company, page 5
11.Please discuss here and on page 110 the controlling shareholders' ability to control
matters requiring shareholder approval, including the election of directors,
amendment of organizational documents, and approval of major corporate
transactions, such as a change in control, merger, consolidation, or sale of assets.
Further, clarify here whether you plan to rely on the “controlled company”
exemptions from certain corporate governance requirements.
Risk Factors, page 7
12.Please add a risk factor to discuss the other business activities of your officers and the
potential conflict of interests that exists in relation to those other activities. In this
regard, we note that Mr. Choi is currently an executive director and the chief financial
officer of Alpha Technology Group Limited. Please also revise to disclose the
percentage of time that Mr. Choi dedicates to your business here and in his biographic
description on page 106.

January 13, 2025
Page 4
We rely on our key management and professional staff, page 9
13.We note your disclosure that you are led by a team of experienced management and
professionals. Consistent with your disclosure on page 94, please clarify here and in
the prospectus summary that your company currently consists of 8
employees, comprising of 2 management and compliance personnel and 6 project
execution staff. We also note the disclosure that your founders, controlling
shareholders and executive directors, had over 18 years of experience in corporate
finance, accounting and auditing. Please expand your disclosure to briefly
discuss their experience managing or operating a public company and consider adding
an additional risk factor if their experience managing a public company is limited.
Risks related to doing business in Hong Kong, page 13
14.We note your disclosure on page 14 that PRC laws and regulations on cybersecurity,
mergers and acquisitions and oversight and control over overseas securities offerings
do not have any material impact on you and your current operations. Given the
Chinese government’s significant oversight and discretion over the conduct and
operations of your business in Hong Kong, please revise to remove any statements
that mitigate such risks, and describe any material impact that intervention,
influence, or control by the Chinese government has or may have on your business or
on the value of your securities. We remind you that, pursuant to federal securities
rules, the term “control” (including the terms “controlling,” “controlled by,” and
“under common control with”) 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.”
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations, page 48
15.We note your discussion of changes in revenue period over period relating to the
various revenue streams (e.g., financial advisory services, independent financial
advisory services, compliance advisory services, IPO sponsorship and underwriting
services) and that the changes are largely attributed to the number of projects for each
service. Please further expand your disclosures for the following:
•Describe any known trends associated with these services and project. In doing
so, provide more details regarding the nature of the projects, such as duration,
industry and transaction size.
•Include discussion of changes attributable to pricing or average price per project,
as well as the factors impacting those changes period over period.
Refer to Item 303 of Reg. S-K.
Business, page 79
16.We note the disclosure on page 80 that you have a diversified client base. Consistent
with your risk factor on page 7, please balance this disclosure by also clarifying that
all of your business operations were concentrated in the capital market sector in Hong
Kong.

January 13, 2025
Page 5
Developing automated FinTech-enabled tools, page 82
17.Please clarify in your disclosure any current use of artificial intelligence technology,
as applicable. Please clarify what steps are needed by your company to increase its
use, as appears contemplated in your disclosure and use of proceeds section.
Redemption of Ordinary Shares, page 121
18.Please be advised that you are responsible for analyzing the applicability of the tender
offer rules to any repurchases or redemptions of shares, including Rule 13e-4 and
Regulation 14E, which would apply to any tender offers. To the extent you have
questions about the tender offer rules, you may contact the Division’s Office of
Mergers and Acquisitions at 202-551-3440.
19.Please be advised that you are responsible for analyzing the applicability of
Regulation M to any repurchases or redemptions. To the extent you have questions as
to Regulation M, you may contact the Division of Trading and Markets at 202-551-
5777.
Consolidated Statements of Operations, page F-4
20.Please revise your presentation of “weighted average number of ordinary shares” to
include a number of shares for each period presented.
Consolidated Statements of Cash Flows, page F-6
21.We note your disclosure on page F-26 that you declared a dividend in the amount of
HK$11,825,000 in July 2024 to settle amounts due from your directors, Mr. Choi and
Mr. Leung. Please tell us how you determined that the “Amount due from directors”
line item of the same amount as the dividend should be classified within the cash
flows from operating activities section of your statement of cash flows. Refer to ASC
230-10-45-15.
Notes to the Consolidated Financial Statements
Note 1 – Organization and Business Overview, page F-7
22.We note your disclosure on page F-8 which describes the restructuring and share swap
which occurred in October through December of 2024, and that the restructuring and
share swap were accounted for on a historical cost basis and presented as if the
transactions had become effective as of the beginning of the first period presented.
Please tell us how you determined that the consolidated balance sheets and
consolidated statements of changes in shareholders’ equity should reflect 10,000,000
Class A ordinary shares issued and outstanding at each period presented, and whether
this reflects the 3,500,000 shares issued in the share swap which occurred in
December 2024. If it does not reflect the 3,500,000 shares issued in the share swap,
please tell us why and include reference to authoritative literature supporting your
determination.
Note 2 – Summary of Significant Accounting Policies
Revenue Recognition, page F-13
We note your disclosure on page F-16 that your IPO sponsorship, financial advisory, 23.

January 13, 2025
Page 6
and independent financial advisory services are all recognized at a point in time. We
also note your disclosures on pages F-14 and F-15 which describe how these services
are considered to be single performance obligations which are recognized at various
points in time upon the completion of different stages in each project. Please tell us
and expand your accounting policy disclosure for your consideration of the following:
•how you determined that the revenues related to these services are recognized at a
point in time, when they appear to be recognized at several points in time as each
performance obligation is satisfied; please refer to the guidance in ASC 606-10-
25-27; and
•how you determined that the milestones at which you recognize revenue are an
appropriate measure of progress toward satisfaction of each performance
obligation; please refer to ASC 606-10-55-16 through 55-21.
Note 3 – Accounts Receivable, page F-20
24.We note your presentation of accounts receivable of HK$6,717,812 as of September
30, 2024 and further, your disclosure stating that approximately HK$2.6 million of the
accounts receivable balance as of September 30, 2024 was settled. We also note that
you recognized an increased provision of HK$251,851 during the year ended
September 30, 2024. Please tell us and revise your disclosure for the following:
•Explain which revenue stream and services that the receivables relate to. In this
regard, we note that many of your revenue streams, such as your financial
advisory and independent financial advisory services, appear to require upfront
payment.
•Describe the terms of the receivables and when they are contractually due.
•Disclose an aging analysis of the receivables.
Note 7 – Accruals and Other Payables, page F-23
25.Please revise your footnote to provide discussion about the nature and types of
accrued expenses and other liabilities that existed as of September 30, 2023 and 2024.
Note 8 – Related Party Transactio