SecProbe.io

CORRESP
 1
 filename1.htm

 ROMA
GREEN FINANCE LIMITED

 Flat
605, 6/F., Tai Tong Building,

 8
Fleming Road,

 Wanchai,
Hong Kong

 February
24, 2026

 VIA
EDGAR

 Division
of Corporation Finance

 Office
of Trade & Services

 U.S.
Securities and Exchange Commission

 100
F Street, N.E.

 Washington,
DC 20549

 Attention:
 Rebekah
 Reed

 Re:
 Roma
 Green Finance Limited

 Registration
 Statement on Form F-3, as amended (File No. 333-293449)

 Request
 for Acceleration of Effectiveness

 Ladies
and Gentlemen:

 Pursuant
to Rule 461 under the Securities Act of 1933, as amended, Roma Green Finance Limited hereby requests acceleration of effectiveness of
the above referenced Registration Statement so that it will become effective at 4:00 PM Eastern Time on Friday, February 27, 2026, or
as soon as thereafter practicable.

 Very
 truly yours,

 Roma
 Green Finance Limited

 /s/ Luk Huen Ling Claire

 Name:

 Luk
 Huen Ling Claire

 Title:
 Chairlady,
 Executive Director and Chief Executive Officer

 cc:
 Concord
 & Sage PC

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 February 23, 2026

Luk Huen Ling Claire
Chief Executive Officer
Roma Green Finance Ltd
Flat 605, 6/F., Tai Tong Building
8 Fleming Road
Wanchai, Hong Kong

 Re: Roma Green Finance Ltd
 Registration Statement on Form F-3
 Filed February 12, 2026
 File No. 333-293449
Dear Luk Huen Ling Claire:

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

 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 Rebekah Reed at 202-551-5332 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
cc: Kyle Leung
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 Roma
Green Finance Limited

 Flat
605, 6/F., Tai Tung Building, 8 Fleming Road

 Wanchai, Hong Kong

 +
 852 2529 6878

 Email:
 claireluk@roma-international.com

 March
25, 2025

 VIAEDGAR

 Division
of Corporation Finance

 Office of Trade & Services

 U.S.
Securities and Exchange Commission

 l00 F Street, N.E.

 Washington ,
 D.C. 20549

 Attn: Eddie
Kim

 Re: Roma Green Finance Limited
 (SEC File No. 333-285301)

 Dear
Sir or Madam:

 Pursuant
to Rule 461 under the Securities Act of 1933, as amended, Roma Green Finance Limited (the "Registrant") hereby requests that
Pre-Effective Amendment No. 1 to the Registrant's Registration Statement on Form F-1 (SEC File No. 333-285301), filed with the
Commission on March 21, 2025, become effective at 4:00 pm (Eastern Time) on March 31, 2025 ,
 or as soon thereafter as possible.

 The
Registrant acknowledges that (i) should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective,
it does not foreclose the Commission from taking any action with respect to the filings; (ii) the action of the Commission or the staff,
acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility
for the adequacy and accuracy of the disclosure in the filing; and (iii) the Registrant may not assert
 this action as a
 defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.

 Please
note that this letter will be filed with the Commission via EDGAR. In light of the time difference between Washington D.C.
and Hong Kong, if you have any questions or concerns, please contact Kyle Leung, Esq. at +1 929-989-7572.

 ROMA GREEN FINANCE LIMITED

 By:
 /s/
 Luk Huen Ling Claire

 Name:
 Luk
 Huen Ling Claire

 Title:
 Chairlady ,
 Executive Director and Chief Executive
 Officer

 c: Kyle
 Leung

March 5, 2025
Luk Huen Ling Claire
Chief Executive Officer
Roma Green Finance Ltd
Flat 605, 6/F
Tai Tung Building
8 Fleming Road
Wanchai
Hong Kong
Re:Roma Green Finance Ltd
Registration Statement on Form F-1
Filed February 27, 2025
File No. 333-285301
Dear Luk Huen Ling Claire:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            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 Eddie Kim at 202-679-6943 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Kyle Leung

CORRESP
1
filename1.htm

Roma
Green Finance Limited

Flat
605, 6/F., Tai Tung Building, 8 Fleming Road

Wanchai,
Hong Kong

+
852 2529 6878

Email:
Claireluk@romagroup.com

June
27, 2024

VIA
EDGAR

Assistant
Director

Division
of Corporation Finance

Office
of Trade & Services

U.S.
Securities and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

Attn:
Rebekah Reed

    Re:
    Roma Green Finance Ltd

    (SEC File No. 333-280070)

Dear
Sir or Madam:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, Roma Green Finance Ltd (the “Registrant”) hereby requests that
Pre-Effective Amendment No. 1 to the Registrant’s Registration Statement on Form F-1 (SEC File No. 333-280070), filed with the
Commission on June 25, 2024, become effective at 5:00 pm (Eastern Time) on June 28, 2024, or as soon thereafter as possible.

The
Registrant acknowledges that (i) should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective,
it does not foreclose the Commission from taking any action with respect to the filings; (ii) the action of the Commission or the staff,
acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility
for the adequacy and accuracy of the disclosure in the filing; and (iii) the Registrant may not assert this action as a defense in any
proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please
note that this letter will be filed with the Commission via EDGAR. In light of the time difference between Washington D.C. and Hong Kong,
if you have any questions or concerns, please contact David Stefanski, Esq. at (303) 717-0744.

    ROMA GREEN FINANCE LIMITED

    By:
    /s/
    Luk Huen Ling Claire

    Name:
    Luk Huen Ling Claire

    Title:
    Chairlady, Executive Director and Chief Executive Officer

    c:
    Henry F. Schlueter

    David Stefanski

CORRESP
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filename1.htm

SCHLUETER
& ASSOCIATES, P.C.

5655
SOUTH YOSEMITE STREET, SUITE 350

GREENWOOD
VILLAGE, CO 80111

TELEPHONE:
+1-303-292-3883

FACSIMILE:
+1-303-648-5663

Email:
hfs@schlueterintl.com

June
25, 2024

U.S.
Securities and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

Attn:
Rebekah Reed

    Re:

    Roma
                                            Green Finance Ltd

    Registration
    Statement on Form F-1

    Filed
    on June 7, 2024

    File
    No. 333-280070

Dear
Ms. Reed,

Please
accept this letter as the response of Roma Green Finance Ltd (“Registrant” or “Company”) to the
comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
with respect to the Company’s Registration Statement on Form F-1 filed with the Commission on June 7, 2024 (the “Registration
Statement”). The Company is concurrently filing with the Commission Amendment No. 1 to the Registration Statement (the “Revised
Registration Statement”), which includes changes in response to the Staff’s comments.

For
your convenience, the comment has been reproduced below, followed by the Registrant’s response.

Registration
Statement on Form F-1 filed June 7, 2024

Cover
Page

1.
We note that you have omitted certain disclosure from your prospectus cover page that was provided in your Registration Statement on
Form F-1, File No. 333-272555, in response to the guidance in the Sample Letters to China-Based Companies. For example, prominent
disclosure regarding the legal and operational risks of operating in Hong Kong and a discussion of the Holding Foreign Companies
Accountable Act, as amended by the Consolidated Appropriations Act, 2023, has been removed. We note that you still maintain
operations in Hong Kong, and it is unclear to us that there have been changes in the regulatory environment in the PRC and/or Hong
Kong warranting the elimination of this disclosure. Therefore, please restore on the prospectus cover page all of the disclosure
responsive to the Sample Letters to China-Based Companies, updated as appropriate, that was provided on the prospectus cover page in
the above-referenced registration statement.

Response:

The
Company has restored the appropriate disclosure regarding the he legal and operational risks of operating in Hong Kong and a discussion
of the Holding Foreign Companies Accountable Act, as amended by the Consolidated Appropriations Act, 2023. Specifically, the Company
has included the following disclosures on the Cover Page of the registration statement:

“There
are significant legal and operational risks associated with being based in or having the majority of operations in Hong Kong, including
that changes in the legal, political and economic policies of the Chinese government, the relations between China and the United States,
or Chinese or U.S. regulations may materially and adversely affect our business, financial condition and results of operations. Further,
the Chinese government may disallow our current corporate structure, which would likely result in a material change in our Operating
Subsidiaries’ operations and/or a material change in the value of the Ordinary Shares being registered in this Offering and it
could cause the value of such securities to significantly decline or become worthless. Recently, the PRC government initiated a series
of regulatory actions and made a number of public statements on the regulation of business operations in China with little advance notice,
including cracking down on illegal activities in the securities market, enhancing supervision over China-based companies listed overseas,
adopting new measures to extend the scope of cybersecurity reviews, and expanding efforts in anti-monopoly enforcement. No effective
laws or regulations in the PRC explicitly require the Company to seek approval from the China Securities Regulatory Commission (the “CSRC”)
or any other PRC governmental authorities for the Company’s overseas listing plan, nor has the Company or any of the Operating
Subsidiaries received any inquiry, notice, warning or sanctions regarding the planned overseas listing from the CSRC or any other PRC
governmental authorities. However, since these statements and regulatory actions by the PRC government are newly published and official
guidance and related implementation rules have not been issued, it is highly uncertain what the potential impact such modified or new
laws and regulations will have on the Company’s daily business operation, the ability to accept foreign investments and list on
an U.S. exchange. Any such changes could significantly limit or completely hinder our ability to offer or continue to offer our securities
to investors, and could cause the value of our securities to significantly decline or become worthless. See “Prospectus Summary
- Recent Regulatory Development in the PRC” beginning on page 14 and “Risk Factors – Risks Relating to Doing Business
in Hong Kong - We may become subject to a variety of PRC laws and other regulations regarding data security or securities offerings that
are conducted overseas and/or other foreign investment in China-based issuers, and any failure to comply with applicable laws and regulations
could have a material and adverse effect on our business, financial condition and results of operations and may hinder our ability to
offer or continue to offer Ordinary Shares to investors and cause the value of our Ordinary Shares to significantly decline or be worthless.”
beginning on page 28.

On
February 17, 2023, with the approval of the State Council, the CSRC promulgated the Trial Administrative Measures of Overseas Securities
Offering and Listing by Domestic Companies, or the Trial Measures, and five supporting guidelines, which came into effect on March 31,
2023. Pursuant to the Trial Measures, (i) domestic companies that seek to offer or list securities overseas, both directly and indirectly,
shall complete filing procedures with the CSRC pursuant to the requirements of the Trial Measures within three working days following
their submission of initial public offerings or listing applications. If a domestic company fails to complete the required filing procedures
or conceals any material fact or falsifies any major content in its filing documents, such domestic company may be subject to administrative
penalties, such as an order to rectify, warnings and fines, and its controlling shareholders, actual controllers, the person directly
in charge and other directly liable persons may also be subject to administrative penalties, such as warnings and fines; (ii) if the
issuer meets both of the following criteria, the overseas offering and listing conducted by such issuer shall be deemed an indirect overseas
offering and listing by a PRC domestic company: (A) 50% or more of any of the issuer’s operating revenue, total profit, total assets
or net assets as documented in its audited consolidated financial statements for the most recent fiscal year were derived from PRC domestic
companies; and (B) the majority of the issuer’s business activities are carried out in mainland China, or its main place(s) of
business are located in mainland China, or the majority of its senior management team in charge of its business operations and management
are PRC citizens or have their usual place(s) of residence located in mainland China. In such circumstances, where a PRC domestic company
is seeking an indirect overseas offering and listing in an overseas market, the issuer shall designate a major domestic operating entity
responsible for all filing procedures with the CSRC, and where an issuer makes an application for an initial public offering or listing
in an overseas market, the issuer shall submit filings with the CSRC within three business days after such application is submitted.

Based
on the above mentioned, given that (i) the Company currently does not have, nor do it currently intend to establish, any subsidiary nor
plan to enter into any contractual arrangements to establish a VIE structure with any entity in the PRC; (ii) it is not controlled by
any PRC entity or individual; (iii) it does not have any operation in the PRC, nor does it have any partnership or cooperation with any
PRC entity or individual; (iv) it currently does not have, nor does it plan to have, any investment, such as owning or leasing any asset,
in the PRC; (v) none of the senior managers in charge of the business operations and management are citizens of the PRC or domiciled
in mainland China; and (vi) no revenue of the Company is generated from the PRC , this offering shall not be deemed as a domestic enterprise
that indirectly offer or list securities on an overseas stock exchange, nor does it requires filing or approvals from the CSRC.

Further,
in the opinion of our PRC legal counsel, Guangdong Wesley Law Firm, the Company is not considered a domestic enterprise under the Trial
Measures and the Trial Measures do not apply to the Company and does not require fulfilling the filing procedure to the CSRC. However,
there can be no assurance that the relevant PRC governmental authorities, including the CSRC, would reach the same conclusion as us,
or that the CSRC or any other PRC governmental authorities would not promulgate new rules or new interpretation of current rules (with
retrospective effect) to require us to obtain CSRC or other PRC governmental approvals for this offering. If we or our Operating Subsidiaries
inadvertently conclude that such approvals are not required, we may be required to make corrections, be given a warning, be fined between
RMB 1 million and RMB 10 million, warn the responsible person and impose a fine of not less than RMB 500,000 but not more than RMB 5
million, fine the controlling shareholder not less than RMB 1 million but not more than RMB 10 million, prevent the Company from entering
the securities market and our ability to offer or continue to offer our Ordinary Shares to investors could be significantly limited or
completed hindered, which could cause the value of our Ordinary Shares to significantly decline or become worthless. Our Group may also
face sanctions by the CSRC, the CAC or other PRC regulatory agencies. These regulatory agencies may impose fines and penalties on our
operations in the PRC, limit our ability to pay dividends outside of China, limit our operations in the PRC, delay or restrict the repatriation
of the proceeds from this offering into the PRC or take other actions that could have a material adverse effect on our business, financial
condition, results of operations and prospects, as well as the trading price of our securities.

The
Holding Foreign Companies Accountable Act (“HFCA Act”) was enacted on December 18, 2020. The HFCA Act states if the SEC determines
that a company has filed audit reports issued by a registered public accounting firm that has not been subject to inspection by the Public
Company Accounting Oversight Board of the United States (the “ PCAOB”) for three consecutive years beginning in 2021, the
SEC shall prohibit the company’s shares from being traded on a national securities exchange or in the over-the-counter trading
market in the United States. On June 22, 2021, the U.S. Senate passed a bill which, if passed by the U.S. House of Representatives and
signed into law, would reduce the number of consecutive non-inspection years required for triggering the prohibitions under the HFCA
Act from three years to two years. Our predecessor auditor, KCCW, the independent registered public accounting firm that issued the audit
report included in this prospectus, as an auditor of companies that are traded publicly in the United States and a firm registered with
the PCAOB, is subject to laws in the United States pursuant to which the PCAOB conducts regular inspections to assess KCCW’s compliance
with applicable professional standards. The Company appointed JSA effective from March 8, 2024 as the Company’s auditors. JSA is
headquartered in Malaysia and is a firm registered with the PCAOB and has been inspected by the PCAOB on a regular basis, with the last
inspection in January 2024.

Therefore,
we believe that, as of the date of this prospectus, our auditor is not subject to the PCAOB determinations (as defined below). See “Risk
Factors — Risks Relating to Doing Business in Hong Kong — The PCAOB’s HFCAA Determination Report dated December 16,
2021, that the Board is unable to inspect or investigate completely registered public accounting firms headquartered in China or Hong
Kong, a Special Administrative Region and dependency of the PRC, because of a position taken by one or more authorities in China or Hong
Kong (“the Determination”) could result in the prohibition of trading in our securities by not being allowed to list on a
U.S. exchange, and as a result an exchange may determine to delist our securities, which would materially affect the interest of our
investors” on page ____.

On
August 26, 2022, the PCAOB signed a Statement of Protocol with the China Securities Regulatory Commission and the Ministry of Finance
of the People’s Republic of China, taking the first step toward opening access for the PCAOB to inspect and investigate registered
public accounting firms headquartered in mainland China and Hong Kong completely, consistent with U.S law. It includes three provisions
that, if abided by, would grant the PCAOB complete access for the first time: (1) the PCAOB has sole discretion to select the firms,
audit engagements and potential violations it inspects and investigates – without consultation with, nor input from, Chinese authorities;
(2) procedures are in place for PCAOB inspectors and investigators to view complete audit work papers with all information included and
for the PCAOB to retain information as needed; and (3) the PCAOB has direct access to interview and take testimony from all personnel
associated with the audits the PCAOB inspects or investigates. On December 15, 2022, the PCAOB announced that it has completed a test
inspection of two selected auditing firms in mainland China and Hong Kong and has voted to vacate its previous Determination report,
which concluded in December 2021 that the PCAOB could not inspect or investigate completely registered public accounting firms based
in mainland China or Hong Kong. However, if in the future the PCAOB is prohibited from conducting complete inspections and investigations
of PCAOB-registered public accounting firms in mainland China and Hong Kong, then the companies audited by those registered public accounting
firms could be subject to a trading prohibition on U.S. markets pursuant to the HFCA Act. There can be no assurance that China will abide
by the Statement of Protocol with the China Securities Regulatory Commission and the Ministry of Finance of the People’s Republic
of China and that on-site inspections and investigations of firms headquartered in mainland China and Hong Kong will occur and allows
for full and timely access to information.”

The
Company respectfully requests the Staff’s assistance in completing its review of the Revised Registration Statement as soon as
possible and, with the Staff’s consent, would like to submit an acceleration request for Thursday, June 27, 2024. If you have any
questions regarding the foregoing or desire further information or clarification, please do not hesitate to contact the undersigned at
(303) 868-3382.

Thank
you for your review.

    Very
    truly yours,

    /s/
    Henry F. Schlueter

    Henry
    F. Schlueter

    C:

    Roma
    Green Finance Limited

United States securities and exchange commission logo
June 24, 2024
Huen Ling Claire Luk
Chief Executive Officer
Roma Green Finance Ltd
Flat 605, 6/F., Tai Tung Building
8 Fleming Road, Wanchai, Hong Kong
Re:Roma Green Finance Ltd
Registration Statement on Form F-1
Filed June 7, 2024
File No. 333-280070
Dear Huen Ling Claire Luk:
            We have conducted a limited review of your registration statement and have the
following comment(s).
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form F-1 filed June 7, 2024
Cover Page
1.We note that you have omitted certain disclosure from your prospectus cover page that
was provided in your Registration Statement on Form F-1, File No. 333-272555, in
response to the guidance in the Sample Letters to China-Based Companies. For example,
prominent disclosure regarding the legal and operational risks of operating in Hong Kong
and a discussion of the Holding Foreign Companies Accountable Act, as amended by the
Consolidated Appropriations Act, 2023, has been removed. We note that you still
maintain operations in Hong Kong, and it is unclear to us that there have been changes in
the regulatory environment in the PRC and/or Hong Kong warranting the elimination of
this disclosure. Therefore, please restore on the prospectus cover page all of the disclosure
responsive to the Sample Letters to China-Based Companies, updated as appropriate, that
was provided on the prospectus cover page in the above-referenced registration statement.

 FirstName LastNameHuen Ling Claire Luk
 Comapany NameRoma Green Finance Ltd
 June 24, 2024 Page 2
 FirstName LastName
Huen Ling Claire Luk
Roma Green Finance Ltd
June 24, 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 Rebekah Reed at 202-551-5332 or Lilyanna Peyser at 202-551-3222 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       David Stefanski

CORRESP
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filename1.htm

Roma
Green Finance Limited

Flat
605, 6/F., Tai Tung Building, 8 Fleming Road Wanchai, Hong Kong

+
852 2529 6878

Email:
– Claireluk@romagroup.com

December
27, 2023

VIA
EDGAR

Assistant
Director

Division
of Corporation Finance

Office
of Trade & Services

U.S.
Securities and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

Attn:
Kate Beukenkamp

    Re:
    Roma
    Green Finance Ltd

    (SEC
    File No. 333-272555)

Dear
Sir or Madam:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, 333-272555 (the “Registrant”) hereby requests that Pre-Effective
Amendment No. 5 to the Registrant’s Registration Statement on Form F-1, filed with the Commission on December 14, 2023, become
effective at 5:00 pm (Eastern Time) on Friday, December 29, 2023, or as soon thereafter as possible.

The
Registrant acknowledges that (i) should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective,
it does not foreclose the Commission from taking any action with respect to the filings; (ii) the action of the Commission or the staff,
acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility
for the adequacy and accuracy of the disclosure in the filing; and (iii) the Registrant may not assert this action as a defense in any
proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please
note that this letter will be filed with the Commission via EDGAR. In light of the time difference between Washington D.C. and Hong Kong,
if you have any questions or concerns, please contact David Stefanski, Esq. at (303) 717-0744.

    ROMA
    GREEN FINANCE LIMITED

    By:
    /s/
    Luk Huen Ling Claire

    Name:
    Luk
    Huen Ling Claire

    Title:
    Chairlady,
    Executive Director and Chief Executive Officer

    c:
    Henry
    F. Schlueter

    David
    Stefanski

CORRESP
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filename1.htm

Spartan
Capital Securities, LLC

45
Broadway, 19th Floor

New
York, NY 10006

December
27, 2023

VIA
EDGAR

U.S.
Securities and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

Attn:
Kate Beukenkamp

    Re:

    Roma
                                            Green Finance Ltd

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

    Submitted
    December 14, 2023

    File
    No. 333-272555

Dear
Ms. Beukenkamp,

Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), the undersigned,
which is acting as the representative of the underwriters of the offering, hereby joins in the request of Roma Green Finance Ltd that
the effective date of the above-referenced Registration Statement be accelerated so as to permit it to become effective at 5:00 p.m.,
Eastern Time, on December 29, 2023, or as soon as thereafter practicable.

Pursuant
to Rule 460 of the General Rules and Regulations under the Act, please be advised that there will be distributed to each underwriter
or dealer, who is reasonably anticipated to participate in the distribution of the security, as many copies of the proposed form of preliminary
prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

The
undersigned advises that it has 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,

    Spartan
    Capital Securities, LLC

    By:
    /s/
    Kim Monchik

    Name:
    Kim
    Monchik

    Title:
    Chief
    Administrative Officer

CORRESP
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filename1.htm

Roma
Green Finance Limited

Flat
605, 6/F., Tai Tung Building, 8 Fleming Road

Wanchai,
Hong Kong

+
852 2529 6878

Email:
– Claireluk@romagroup.com

December
18, 2023

VIA
EDGAR

Assistant
Director

Division
of Corporation Finance

Office
of Trade & Services

U.S.
Securities and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

Attn:
Kate Beukenkamp

    Re:
    Roma
                                            Green Finance Ltd

    Withdrawal
    of Acceleration Request - Registration Statement on Form F-1 (File No. 333-272555)

Dear
Ms. Beukenkamp:

Reference
is made to our letter, filed as correspondence via EDGAR on December 15, 2023, in which we requested the acceleration of the effective
date of the above-referenced Registration Statement for Monday, December 18, 2023, at 5:00 p.m. Eastern Time, in accordance with Rule
461 under the Securities Act of 1933, as amended. We are no longer requesting that such Registration Statement be declared effective
at this time and we hereby formally withdraw our request for acceleration of the effective date.

    Sincerely,

    ROMA
    GREEN FINANCE LIMITED

    By:

    /s/
    Luk Huen Ling Claire

    Name:

    Luk
    Huen Ling Claire

    Title:
    Chairlady,
    Executive Director and Chief Executive Officer

    c:
    Henry
F. Schlueter, Esq.

    David
Stefanski, Esq.

CORRESP
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December
18, 2023

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street, NE

Washington,
DC 20549

    Re:
    Roma Green Finance Ltd

    Registration Statement on Form F-1, as amended

    File No. 333-272555

Ladies
and Gentlemen:

As
the underwriter of the proposed offering of Roma Green Finance Ltd (the “Company”), we hereby withdraw our
prior letter to join the acceleration request of the Company dated December 15, 2023 for the above-referenced Registration Statement.

    Very truly yours,

    Spartan Capital Securities, LLC

    By:
    /s/
    Kim Monchik

    Name:
     Kim Monchik

    Title:
    Chief Administrative Officer

CORRESP
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Spartan
Capital Securities, LLC

45
Broadway, 19th Floor

New
York, NY 10006

December
15, 2023

VIA
EDGAR

U.S.
Securities and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

Attn:
Kate Beukenkamp

    Re:

    Roma
    Green Finance Ltd

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

    Submitted
    December 14, 2023

    File
    No. 333-272555

Dear
Ms. Beukenkamp,

Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), the undersigned,
which is acting as the representative of the underwriters of the offering, hereby joins in the request of Roma Green Finance Ltd that
the effective date of the above-referenced Registration Statement be accelerated so as to permit it to become effective at 5:00 p.m.,
Eastern Time, on December 18, 2023, or as soon as thereafter practicable.

Pursuant
to Rule 460 of the General Rules and Regulations under the Act, please be advised that there will be distributed to each underwriter
or dealer, who is reasonably anticipated to participate in the distribution of the security, as many copies of the proposed form of preliminary
prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

The
undersigned advises that it has 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,

    Spartan
    Capital Securities, LLC

    By:
    /s/
    Kim Monchik

    Name:
    Kim
Monchik

    Title:
    Chief
    Administrative Officer

CORRESP
1
filename1.htm

Roma
Green Finance Limited

Flat
605, 6/F., Tai Tung Building, 8 Fleming Road

Wanchai,
Hong Kong

+
852 2529 6878

Email:
– Claireluk@romagroup.com

December
15, 2023

VIA
EDGAR

Assistant
Director

Division
of Corporation Finance

Office
of Trade & Services

U.S.
Securities and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

Attn:
Kate Beukenkamp

    Re:
    Roma
    Green Finance Ltd

    (SEC
    File No. 333-272555)

Dear
Sir or Madam:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, 333-272555 (the “Registrant”) hereby requests that Pre-Effective
Amendment No. 5 to the Registrant’s Registration Statement on Form F-1, filed with the Commission on December 14, 2023, become
effective at 5:00 pm (Eastern Time) on Monday, December 18, 2023, or as soon thereafter as possible.

The
Registrant acknowledges that (i) should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective,
it does not foreclose the Commission from taking any action with respect to the filings; (ii) the action of the Commission or the staff,
acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility
for the adequacy and accuracy of the disclosure in the filing; and (iii) the Registrant may not assert this action as a defense in any
proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please
note that this letter will be filed with the Commission via EDGAR. In light of the time difference between Washington D.C. and Hong Kong,
if you have any questions or concerns, please contact David Stefanski, Esq. at (303) 717-0744.

    ROMA
    GREEN FINANCE LIMITED

    By:

    /s/
    Luk Huen Ling Claire

    Name:

    Luk
    Huen Ling Claire

    Title:
    Chairlady,
    Executive Director and Chief Executive Officer

    c:
    Henry
    F. Schlueter

    David
Stefanski

CORRESP
1
filename1.htm

SCHLUETER
& ASSOCIATES, P.C.

5655
SOUTH YOSEMITE STREET, SUITE 350

GREENWOOD
VILLAGE, CO 80111

TELEPHONE:
+1-303-292-3883

FACSIMILE:
+1-303-648-5663

Email:
hfs@schlueterintl.com

December
14, 2023

U.S.
Securities and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

Attn:
Kate Beukenkamp

    Re:

    Roma
                                            Green Finance Ltd

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

    Submitted
    December 5, 2023

    File
    No. 333-272555

Dear
Ms. Beukenkamp,

Please
accept this letter as the response of Roma Green Finance Ltd (“Registrant” or “Company”) to the
comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
with respect to Amendment No. 4 to the Company’s Registration Statement on Form F-1 filed with the Commission on December 5, 2023
(the “Registration Statement”). The Company is concurrently filing with the Commission Amendment No. 5 to the Registration
Statement (the “Revised Registration Statement”), which includes changes in response to the Staff’s comments.

For
your convenience, the comments have been reproduced below, followed by the Registrant’s response.

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

Exhibit
23.1, page 1

1.
Your independent auditors’ consent refers to the audit report dated August 23, 2023 on your consolidated financial statements as
of and for the fiscal years ended March 31, 2023 and 2022. However, the audit report presented on page F-2 of your filing is dated December
5, 2023. Please have your auditors revise their consent to properly reflect the audit report date.

Response:

The
Registrant has corrected the date of the audit report presented on page F-2 to August 23, 2023.

The
Company respectfully requests the Staff’s assistance in completing its review of the Revised Registration Statement as soon as
possible and, with the Staff’s consent, would like to submit an acceleration request for Monday or Tuesday of next week, December
18th or 19th. If you have any questions regarding the foregoing or desire further information or clarification,
please do not hesitate to contact the undersigned at (303) 868-3382.

Thank
you for your review.

    Very
    truly yours,

    /s/
    Henry F. Schlueter

    Henry
    F. Schlueter

    C:

    Roma
    Green Finance Limited

United States securities and exchange commission logo
December 14, 2023
Luk Huen Ling Claire
Chairlady, Executive Director and Chief Executive Officer
Roma Green Finance Limited
Flat 605, 6/F, Tai Tung Building
8 Fleming Road
Wanchai, Hong Kong
Re:Roma Green Finance Ltd
Amendment No. 4 to Registration Statement on Form F-1
Filed December 5, 2023
File No. 333-272555
Dear Luk Huen Ling Claire:
            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 December 1, 2023 letter.
Amendment No. 4 to Registration Statement on Form F-1
Exhibit 23.1, page 1
1.Your independent auditors’ consent refers to the audit report dated August 23, 2023 on
your consolidated financial statements as of and for the fiscal years ended March 31, 2023
and 2022. However, the audit report presented on page F-2 of your filing is dated
December 5, 2023. Please have your auditors revise their consent to properly reflect the
audit report date.

 FirstName LastNameLuk Huen Ling Claire
 Comapany NameRoma Green Finance Limited
 December 14, 2023 Page 2
 FirstName LastName
Luk Huen Ling Claire
Roma Green Finance Limited
December 14, 2023
Page 2
            Please contact Suying Li at 202-551-3335 or Joel Parker at 202-551-3651 if you have
questions regarding comments on the financial statements and related matters. Please contact
Kate Beukenkamp at 202-551-3861 or Erin Jaskot at 202-551-3442 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Celia Velletri

CORRESP
1
filename1.htm

SCHLUETER
& ASSOCIATES, P.C.

5655
SOUTH YOSEMITE STREET, SUITE 350

GREENWOOD
VILLAGE, CO 80111

TELEPHONE:
+1-303-292-3883

FACSIMILE:
+1-303-648-5663

Email:
hfs@schlueterintl.com

December
5, 2023

U.S.
Securities and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

Attn:
Kate Beukenkamp

    Re:

    Roma
                                            Green Finance Ltd

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

    Submitted
    November 24, 2023

    File
    No. 333-272555

Dear
Ms. Beukenkamp,

Please
accept this letter as the response of Roma Green Finance Ltd (“Registrant” or “Company”) to the
comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
with respect to Amendment No. 3 to the Company’s Registration Statement on Form F-1 filed with the Commission on November 24, 2023
(the “Registration Statement”). The Company is concurrently filing with the Commission Amendment No. 4 to the Registration
Statement (the “Revised Registration Statement”), which includes changes in response to the Staff’s comments.

For
your convenience, the comments have been reproduced below, followed by the Registrant’s response.

Amendment
No. 3 to Form F-1 filed November 24, 2023

Exhibits

    1.
    Please
    have counsel revise Exhibit 5.1 to opine on the correct number of shares being offered by the company and each of the selling shareholders.
    Please also explain why counsel has included the shares to be sold by Top Elect in the underwritten offering within the definition
    of “IPO Shares.” Because such shares are currently outstanding, counsel should opine that these shares are (as opposed
    to “will be”) validly issued, fully-paid and non-assessable. Please also fill in the brackets contained in the opinion,
    as it appears that this is the final, signed opinion of counsel.

    Response:

    A
    revised opinion is included in the Revised Registration Statement in response to this comment.

    2.
    Please
    tell us why the scope of Opinion 5.2 is limited to compliance with Hong Kong laws from 1 April 2021 to 31 March 2023, as specified
    in paragraph B.

    Response:

    A
    revised opinion is included in the Revised Registration Statement in response to this comment to cover the period from April 1, 2021
    through November 30, 2023. The opinion is limited to November 30, 2023 based upon the date of the searches Robertsons
    was required to obtain to issue the opinion.

    3.
    Please
    have counsel revise exhibit 8.2 to remove the language stating that the opinion may not be relied upon by any other persons or corporate
    entities other than  Nasdaq. Purchasers of securities in the offering are entitled to rely on the opinion. Please also have
    counsel execute the opinion.

    Response:

    A
    revised opinion is included in the Revised Registration Statement in response to this comment.

    4.
    Please
    have counsel revise Exhibit 23.5 to consent to the filing of counsel’s opinion as an exhibit to the registration statement.
    This exhibit consents only to the filing of the consent as an exhibit.

    Response:

    A
    revised consent is included in the Revised Registration Statement in response to this comment

The
Company respectfully requests the Staff’s assistance in completing its review of the Revised Registration Statement as soon as
possible. If you have any questions regarding the foregoing or desire further information or clarification, please do not hesitate to
contact the undersigned at (303) 868-3382.

Thank
you for your review.

    Very
    truly yours,

    /s/
    Henry F. Schlueter

    Henry
    F. Schlueter

    C:

    Roma
    Green Finance Limited

United States securities and exchange commission logo
December 1, 2023
Luk Huen Ling Claire
Chairlady, Executive Director and Chief Executive Officer
Roma Green Finance Limited
Flat 605, 6/F, Tai Tung Building
8 Fleming Road
Wanchai, Hong Kong
Re:Roma Green Finance Ltd
Amendment No. 3 to Registration Statement on Form F-1
Filed November 24, 2023
File No. 333-272555
Dear Luk Huen Ling Claire:
            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 June 16, 2023 letter.
Amendment No. 3 to Form F-1 filed November 24, 2023
Exhibits
1.Please have counsel revise Exhibit 5.1 to opine on the correct number of shares being
offered by the company and each of the selling shareholders. Please also explain why
counsel has included the shares to be sold by Top Elect in the underwritten offering within
the definition of "IPO Shares." Because such shares are currently outstanding, counsel
should opine that these shares are (as opposed to "will be") validly issued, fully-paid and
non-assessable. Please also fill in the brackets contained in the opinion, as it appears that
this is the final, signed opinion of counsel.
2.Please tell us why the scope of Opinion 5.2 is limited to compliance with Hong Kong laws
from 1 April 2021 to 31 March 2023, as specified in paragraph B.

 FirstName LastNameLuk Huen Ling Claire
 Comapany NameRoma Green Finance Limited
 December 1, 2023 Page 2
 FirstName LastName
Luk Huen Ling Claire
Roma Green Finance Limited
December 1, 2023
Page 2
3.Please have counsel revise exhibit 8.2 to remove the language stating that the opinion may
not be relied upon by any other persons or corporate entities other than
Nasdaq. Purchasers of securities in the offering are entitled to rely on the opinion. Please
also have counsel execute the opinion.
4.Please have counsel revise Exhibit 23.5 to consent to the filing of counsel's opinion as an
exhibit to the registration statement. This exhibit consents only to the filing of the consent
as an exhibit.
            Please contact Suying Li at 202-551-3335 or Joel Parker at 202-551-3651 if you have
questions regarding comments on the financial statements and related matters. Please contact
Kate Beukenkamp at 202-551-3861 or Erin Jaskot at 202-551-3442 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Celia Velletri

CORRESP
1
filename1.htm

SCHLUETER
& ASSOCIATES, P.C.

5655
SOUTH YOSEMITE STREET, SUITE 350

GREENWOOD
VILLAGE, CO 80111

TELEPHONE:
+1-303-292-3883

FACSIMILE:
+1-303-648-5663

Email:
hfs@schlueterintl.com

June
20, 2023

U.S.
Securities and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

Attn:
Kate Beukenkamp

    Re:

    Roma
                                            Green Finance Ltd

    Registration
    Statement on Form F-1

    Filed
    on June 9, 2023

    File
    No. 333-272555

Dear
Ms. Beukenkamp,

Please
accept this letter as the response of Roma Green Finance Ltd (“Registrant” or “Company”) to the
comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
with respect to the Registration Statement on Form F-1 filed with the Commission on June 9, 2023 (the “Registration Statement”).
The Company is concurrently filing with the Commission Amendment No.1 to the Registration Statement (the “Revised Registration
Statement”), which includes changes in response to the Staff’s comments.

For
your convenience, the comments have been reproduced below, followed by the Registrant’s response.

Form
F-1 Filed June 9, 2023

Capitalization,
page 42

 1. Please
                                            provide the capitalization disclosure required by Item 4.a of Form F-1 and Item 3.B of Form
                                            20-F.

 Response:

Page
42 of the Revised Registration Statement includes the capitalization disclosure required by Item 4.a of Form F-1 and Item 3.B of Form
20-F.

Dilution,
page 44

 2. Please
                                            provide the dilution disclosure required by Item 4.a of Form F-1 and Item 9.E of Form 20-F.

 Response:

Page
44 of the Revised Registration Statement includes the dilution disclosure required by Item 4.a of Form F-1 and Item 9.E of Form 20-F.

 Exhibits

 3. Please
                                            have your auditor, KCCW Accountancy Corp., revise their consent in Exhibit 23.1 to refer
                                            to the correct filing.

Response:

The
Revised Registration Statement includes a revised auditor consent as Exhibit 23.1 that refers to the correct filing.

 General

 4. It
                                            appears the $13,970,516 proceeds to the Company before expenses presented in preliminary
                                            prospectus is not calculated based on the offering of 2,458,155 Ordinary Shares by Roma Green
                                            Finance Limited as stated in footnote (4), please revise the disclosure to reconcile the
                                            difference.

Response:

The
disclosure relating to net proceeds has been revised in the Revised Registration Statement.

The
Company respectfully requests the Staff’s assistance in completing its review of the Revised Registration Statement as soon as
possible. If you have any questions regarding the foregoing or desire further information or clarification, please do not hesitate to
contact the undersigned at (303) 868-3382.

Thank
you for your review.

    Very
    truly yours,

    /s/
    Henry F. Schlueter

    Henry
    F. Schlueter

    C:

    Roma
    Green Finance Limited

United States securities and exchange commission logo
June 16, 2023
Luk Huen Ling Claire
Chairlady, Executive Director and Chief Executive Officer
Roma Green Finance Limited
Flat 605, 6/F, Tai Tung Building
8 Fleming Road
Wanchai, Hong Kong
Re:Roma Green Finance Ltd
Registration Statement on Form F-1
Filed June 9, 2023
File No. 333-272555
Dear Luk Huen Ling Claire:
            We have reviewed your 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 amending your registration statement and providing the
requested information.  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 any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Form F-1 Filed June 9, 2023
Capitalization, page 42
1.Please provide the capitalization disclosure required by Item 4.a of Form F-1 and
Item 3.B of Form 20-F.
Dilution, page 44
2.Please provide the dilution disclosure required by Item 4.a of Form F-1 and Item 9.E of
Form 20-F.

 FirstName LastNameLuk Huen Ling Claire
 Comapany NameRoma Green Finance Limited
 June 16, 2023 Page 2
 FirstName LastName
Luk Huen Ling Claire
Roma Green Finance Limited
June 16, 2023
Page 2
Exhibits
3.Please have your auditor, KCCW Accountancy Corp., revise their consent in Exhibit 23.1
to refer to the correct filing.
General
4.It appears the $13,970,516 proceeds to the Company before expenses presented in
preliminary prospectus is not calculated based on the offering of 2,458,155 Ordinary
Shares by Roma Green Finance Limited as stated in footnote (4), please revise the
disclosure to reconcile the difference.
            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.
            You may contact Suying Li at 202-551-3335 or Joel Parker at 202-551-3651 if you have
questions regarding comments on the financial statements and related matters.  Please contact
Kate Beukenkamp at 202-551-3861 or Erin Jaskot at 202-551-3442 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Celia Velletri

United States securities and exchange commission logo
June 1, 2023
Luk Huen Ling Claire
Chairlady, Executive Director and Chief Executive Officer
Roma Green Finance Limited
Flat 605, 6/F., Tai Tung Building
8 Fleming Road
Wanchai, Hong Kong
Re:Roma Green Finance Ltd
Amendment No. 6 to Draft Registration Statement on Form F-1
Submitted May 10, 2023
CIK No. 0001945240
Dear Luk Huen Ling Claire:
            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. 6 to Draft Registration Statement on Form F-1 submitted May 10, 2023
Recent Regulatory Development in the PRC, page 14
1.We note your response to comment 1 and reissue in part. Please clarify if your senior
managers in charge of your business operations and management are mostly citizens of
the PRC or domiciled in mainland China. We note that your disclosure continues to refer
to "PRC natural person" rather than clarifying citizenship or domicile.

 FirstName LastNameLuk Huen Ling Claire
 Comapany NameRoma Green Finance Limited
 June 1, 2023 Page 2
 FirstName LastName
Luk Huen Ling Claire
Roma Green Finance Limited
June 1, 2023
Page 2
Financial Statements, page 115
2.Please update your financial statements in accordance with Item 8.A.4 of Form 20-F or
include the representation noted in the Instruction 2 to Item 8.A.4 as an exhibit to your
registration statement.
            You may contact Suying Li at 202-551-3335 or Joel Parker at 202-551-3651 if you have
questions regarding comments on the financial statements and related matters.  Please contact
Kate Beukenkamp at 202-551-3861 or Erin Jaskot at 202-551-3442 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Celia Velletri

United States securities and exchange commission logo
April 5, 2023
King Yip Cheng
Chairman, Executive Director and Chief Executive Officer
Roma Green Finance Limited
Flat 605, 6/F., Tai Tung Building
8 Fleming Road
Wanchai, Hong Kong
Re:Roma Green Finance Ltd
Amendment No. 5 to Draft Registration Statement on Form F-1
Submitted March 28, 2023
CIK No. 0001945240
Dear King Yip Cheng:
            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. 5 to Draft Registration Statement on Form F-1 submitted March 28, 2023
Recent Regulatory Development in the PRC, page 14
1.We note your revisions in response to comment one, including regarding the Trial
Administrative Measures of Overseas Offering and Listing by Domestic Companies, or
Trial Administrative Measures. In this regard, we note that you do not believe you are
subject to the Trial Administrative Measures, including due to all of your operations being
conducted by your Hong Kong and Singapore operating subsidiaries. Please expand your
disclosure to discuss why you do not believe you would be considered a domestic PRC
company pursuant to the CSRC standards for determining an indirect offering or listing.
We note that Hong Kong is considered a special administrative region of the PRC but may

 FirstName LastNameKing Yip Cheng
 Comapany NameRoma Green Finance Limited
 April 5, 2023 Page 2
 FirstName LastName
King Yip Cheng
Roma Green Finance Limited
April 5, 2023
Page 2
be subject to the same legal and operations risks associated with operating in the PRC.
Further, please clarify if your senior managers in charge of your business operations and
management are mostly citizens of the PRC or domiciled in mainland China. We note that
in your response that you state that you do not employ any "PRC natural person." Please
include this disclosure, as well as your disclosure stating that in the opinion of your PRC
legal counsel, you are not subject to permission requirements from the CSRC, in each
place that you discuss the Trial Administrative Measures. Please also name your PRC
counsel in the disclosure and file the consent of such counsel.
2.We note your disclosure regarding the Trial Administrative Measures, including the
approval and promulgation of these regulations by the CSRC on February 17, 2023 and
your response that in the opinion of PRC legal counsel you would not be deemed an
"indirect overseas issuance and listing." Please further revise your disclosure as follows:
•With respect to the Trial Administrative Measures, please elaborate on the type of
sanctions that you might be subject to (quantify such sanctions if possible) and
disclose who and/or which entity(ies) would be subject to such sanctions if you were
deemed to be subject to the Trial Administrative Measures.
•Please disclose whether your offering is effectively contingent upon complying with
the Trial Administrative Measures and receiving CSRC approval. If it is not, please
explain the consequences of listing and being declared effective and then
subsequently failing to comply with the Trial Administrative Measures and/or being
denied CSRC approval. Please revise to quantify any fines, penalties, or sanctions,
and clarify who or which entity(ies) would be subject to such fines, penalties, or
sanctions. If delisting is a potential consequence, please revise to state as much,
disclose the impact on the value of your shares, and update your risk factors
accordingly to reflect all material risks to investors.
            You may contact Suying Li at 202-551-3335 or Joel Parker at 202-551-3651 if you have
questions regarding comments on the financial statements and related matters.  Please contact
Kate Beukenkamp at 202-551-3861 or Erin Jaskot at 202-551-3442 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Celia Velletri

United States securities and exchange commission logo
March 17, 2023
King Yip Cheng
Chairman, Executive Director and Chief Executive Officer
Roma Green Finance Limited
Flat 605, 6/F., Tai Tung Building
8 Fleming Road
Wanchai, Hong Kong
Re:Roma Green Finance Ltd
Amendment No. 4 to Draft Registration Statement on Form F-1
Submitted March 3, 2023
CIK No. 0001945240
Dear King Yip Cheng:
            We have reviewed your amended draft registration statement and have the following
comment.  In our comment, 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 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 comment and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 4 to Draft Registration Statement on Form F-1 submitted March 3, 2023
Recent Regulatory Developments in the PRC, page 14
1.We note your revisions in response to comment three.  However, we note that in the first
sentence of the paragraph at the top of page 16, counsel opines that you are not subject to
permission requirements from the CSRC, the CAC or any other entity that is "required to
approve of [y]our Hong Kong Subsidiary' operations."  Please revise so that the opinion of
counsel covers whether you are required to obtain approval of the CSRC or CAC, or any
other entity, to offer the securities being registered to foreign investors.  While we note
that you later say that it is the opinion of counsel you are not required to obtain any pre-
approval from Chinese authorities to list on a U.S. stock exchange, you also say that you

 FirstName LastNameKing Yip Cheng
 Comapany NameRoma Green Finance Limited
 March 17, 2023 Page 2
 FirstName LastName
King Yip Cheng
Roma Green Finance Limited
March 17, 2023
Page 2
do not believe that you are required to seek approval from the CSRC, the CAC or any
other governmental entity to offer the securities being registered.  Please revise this
section to clarify what precisely counsel is opining on.  Please also revise your disclosure
here, and elsewhere that you discuss permissions and approvals, to reflect the new
regulations released by the CSRC on February 17, 2023 and indicate whether you are
subject to such regulations.
            You may contact Suying Li at 202-551-3335 or Joel Parker at 202-551-3651 if you have
questions regarding comments on the financial statements and related matters.  Please contact
Kate Beukenkamp at 202-551-3861 or Erin Jaskot at 202-551-3442 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Celia Velletri

United States securities and exchange commission logo
January 17, 2023
King Yip Cheng
Chairman, Executive Director and Chief Executive Officer
Roma Green Finance Limited
Flat 605, 6/F., Tai Tung Building
8 Fleming Road
Wanchai, Hong Kong
Re:Roma Green Finance Ltd
Amendment No. 3 to Draft Registration Statement on Form F-1
Submitted December 21, 2022
CIK No. 0001945240
Dear King Yip Cheng:
            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. 3 to Draft Registration Statement on Form F-1 Submitted December 21, 2022
Explanatory Note , page i
1.We note your response to comment 4. Please further revise the section of your Prospectus
Summary titled "Implications of Being a Holding Company" to state that your have no
cash management policies or procedures. Additionally, please make conforming changes
to your disclosure elsewhere in your prospectus to reflect the revisions made to the cover
page of your IPO prospectus. In this regard, we note that your revisions here delete
the word "formal" in relation to cash management policies. However, your risk factor on
page 26 and the cover page the resale prospectus continue to state that you do not
maintain "formal cash management" policies or procedures.

 FirstName LastNameKing Yip Cheng
 Comapany NameRoma Green Finance Limited
 January 17, 2023 Page 2
 FirstName LastNameKing Yip Cheng
Roma Green Finance Limited
January 17, 2023
Page 2
Preliminary Prospectus Cover Page, page 1
2.You state that the shares held by the Pre-IPO Investors are being registered "in this
prospectus." Please revise to indicate that the shares are being registered in the separate
resale prospectus.
Recent Regulatory Development in the PRC, page 20
3.We note your revisions in response to comment 5, however the statement of the opinion of
your Hong Kong legal counsel speaks only to permissions from Hong Kong authorities to
issue your ordinary shares to foreign investors.  Please revise to indicate that counsel's
opinion is that you are not required to seek approval from the CSRC, CAC or any other
PRC authority to offer your ordinary shares to foreign investors, to the extent accurate.  In
addition please disclose that if you were to become subject to PRC laws and/or authorities
you could incur material costs to ensure compliance and experience devaluation of your
securities or delisting.
Enforceability of Civil Liabilities, page 39
4.Your disclosure in this section states that the auditors of your company reside outside the
United States.  Please reconcile this statement with the disclosure elsewhere saying that
your auditor is headquartered in California.
General
5.We note your response to prior comment 7, including revisions to the risk factor
beginning on page 26 titled "The PCAOB's HFCAA Determination Report dated
December 16, 2021..." Please revise your disclosure elsewhere throughout your
prospectus to provide conforming changes regarding the status of the Statement of
Protocol Agreement between the PCAOB and the China Securities Regulatory
Commission and Ministry of Finance. For example, we note your discussion in the section
titled "Holding Foreign Companies Accountable Act (the "HFCA Act")" beginning on
page 12 of your Prospectus Summary.
6.We note your response to comment 3. Please include a similar cross-reference to the
consolidated financial statements on the cover page of the resale prospectus.
7.We note your disclosure on the resale prospectus cover page that the selling stockholders
will sell their shares "at prevailing market prices or at privately negotiated prices." Please
include a placeholder for the initial public offering price, as well as the most recent
trading price and confirm that you will include such information in the Rule 424(b)
prospectus filed in connection with this resale offering. Refer to Instruction 2 to Item
501(b)(3) of Regulation S-K.

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 January 17, 2023 Page 3
 FirstName LastName
King Yip Cheng
Roma Green Finance Limited
January 17, 2023
Page 3
            You may contact Suying Li at 202-551-3335 or Joel Parker at 202-551-3651 if you have
questions regarding comments on the financial statements and related matters.  Please contact
Kate Beukenkamp at 202-551-3861 or Erin Jaskot at 202-551-3442 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Celia Velletri

United States securities and exchange commission logo
December 13, 2022
King Yip Cheng
Chairman, Executive Director and Chief Executive Officer
Roma Green Finance Limited
Flat 605, 6/F., Tai Tung Building
8 Fleming Road
Wanchai, Hong Kong
Re:Roma Green Finance Ltd
Amendment No. 2 to Draft Registration Statement on Form F-1
Submitted November 18, 2022
CIK No. 0001945240
Dear King Yip Cheng:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 2 to Draft Registration Statement on Form F-1 Submitted November 18, 2022
Explanatory Note, page i
1.We note the use of a public offering prospectus and a resale prospectus. Please revise the
cover page of the resale prospectus to include the information from the cover page of the
public offering prospectus, including the disclosure related to your organizational
structure, risks related to your operations in Hong Kong, how you will refer to the holding
company and subsidiaries and how cash is transferred in your organization.

 FirstName LastNameKing Yip Cheng
 Comapany NameRoma Green Finance Limited
 December 13, 2022 Page 2
 FirstName LastName
King Yip Cheng
Roma Green Finance Limited
December 13, 2022
Page 2
2.Please revise your explanatory note to define "Pre-IPO Investors" and revise your
disclosure, as necessary, to consistently use this term when referencing the relevant
offering and shareholders.
Cover Page, page ii
3.We note your response to comment 4, including revisions to the cover page and reissue in
part. Please revise this section to provide a cross-reference to the consolidated financial
statements.
4.We note your response to comment 5, including providing a cross-reference to the section
of prospectus titled "Dividends and Dividend [sic] Policy" and reissue. Please revise the
Prospectus Summary to state that you have no cash management policies or procedures
and revise your cover page to provide a cross-reference to this discussion found in the
Prospectus Summary.
Prospectus Summary
Recent Regulatory Development in the PRC, page 16
5.We note your response to comment 9 and reissue in part. Please revise to disclose each
permission or approval that you or your subsidiaries are required to obtain from PRC and
Hong Kong authorities to operate your business. Please separately indicate whether you
are covered by permissions requirements from the CSRC, CAC or any other governmental
agency to offer the securities being registered in this registration statement to foreign
investors. Your current disclosure speaks only to potential future permissions or
approvals. Please also revise your disclosure here to clearly state that you may
inadvertently conclude that such permissions or approvals from the PRC or Hong Kong
authorities are not required, or that applicable laws, regulations or interpretations may
change such that you may be required to obtain such permissions or approvals in the
future.
Risk Factors
Risk Related to Our Securities and This Offering
Our Pre-IPO Investors have purchased their shares at a price less than..., page 32
6.Please revise this risk factor to state clearly that the resale by certain selling shareholders
may cause the market price for your ordinary shares to decline. We note that you currently
state that the trading price may be "impacted" to the detriment of participants in this
offering.
General
7.Where you discuss the Statement of Protocol Agreement between the PCAOB and the
China Securities Regulatory Commission and the Ministry of Finance, please also disclose
that the PCAOB will be required to reassess its determinations by the end of 2022.

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 December 13, 2022 Page 3
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King Yip Cheng
Roma Green Finance Limited
December 13, 2022
Page 3
8.We note that the Resale Prospectus cover page includes a placeholder for a fixed price and
indicates that the shareholders will sell their shares at the IPO price, and they will sell at
market prices or privately negotiated prices after the IPO. However, we also note the
disclosure stating that no sales of the shares covered by the prospectus will occur until the
shares begin trading on Nasdaq. Please clarify whether resales will be permitted prior to
completion of the IPO and the Nasdaq listing. If so, confirm that you will specify prior to
effectiveness the fixed price at which, or price range within which, selling shareholders
will sell their shares and revise the Resale Prospectus cover page as applicable. Refer to
Item 501(b)(3) of Regulation S-K. In the alternative, please confirm that the selling
stockholders will not make any sales until the shares are listed on a national securities
exchange, and revise the Resale Prospectus cover page to remove the reference to a fixed
price. Please also revise the Resale Prospectus cover page to state that the offering is
contingent on approval of the Nasdaq listing, to the extent accurate.
            You may contact Suying Li at 202-551-3335 or Joel Parker at 202-551-3651 if you have
questions regarding comments on the financial statements and related matters.  Please contact
Kate Beukenkamp at 202-551-3861 or Erin Jaskot at 202-551-3442 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Celia Velletri

United States securities and exchange commission logo
November 9, 2022
King Yip Cheng
Chairman, Executive Director and Chief Executive Officer
Roma Green Finance Limited
Flat 605, 6/F., Tai Tung Building
8 Fleming Road
Wanchai, Hong Kong
Re:Roma Green Finance Ltd
Amendment No. 1 to Draft Registration Statement on Form F-1
Submitted October 14, 2022
CIK No. 0001945240
Dear King Yip Cheng:
            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.
Draft Registration Statement on Form F-1 submitted October 14, 2022
Cover Page
1.We note your revisions in response to comment 1.  Please further revise to state that
Chinese regulatory authorities could disallow your corporate structure, which would likely
result in a material change in your operations and/or a material change in the value of the
securities you are registering for sale, including that it could cause the value of such
securities to significantly decline or become worthless.
2.We note your response to comment 2, including your disclosure regarding the three year
timeframe for inspection by the PCAOB. Please revise this section to include a reference

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 Comapany NameRoma Green Finance Limited
 November 9, 2022 Page 2
 FirstName LastName
King Yip Cheng
Roma Green Finance Limited
November 9, 2022
Page 2
to the reduced time period for the delisting of foreign companies under the Accelerating
Holding Foreign Companies Accounting Act to two years instead of three years, if signed
into law. We note your disclosure regarding the AHFCAA on pages 26 and 38 as well.
3.We note your response to comments 4 and 5, including the statement that "[t]here can be
no assurance that the PRC government will not restrict or prohibit the flow of cash in or
out of Hong Kong." Please revise your disclosure here, in your summary risk factors and
the relevant risk factor to make clear that restrictions, prohibitions, interventions or
limitations by the PRC government on the ability of you or your subsidiaries to transfer
cash or assets in or out of Hong Kong may mean these funds or assets are not available to
fund operations or for other uses outside of Hong Kong.
4.We note your revisions in response to comment 4.  Please further revise to state whether
any transfers have been made to date from the company to the operating subsidiaries, and
quantify the amount(s) as applicable.  Please also provide a cross-reference to the
consolidated financial statements.
5.We note your response to comment 5, including your statement that you do not maintain
formal cash management policies or procedures. Please revise the cover page to provide a
cross-reference to the discussion of this issue in the prospectus summary and revise your
prospectus summary to state that you have no cash management policies or procedures.
Risks and Challenges, page 10
6.We note your revisions in response to comment 9.  Please revise further to state
specifically that the enforcement of laws and that rules and regulations in China can
change quickly with little advance notice; 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 Hong Kong-based issuers, which could result in a
material change in your operations and/or the value of the securities you are registering
for sale. Additionally, for each risk relating to your corporate structure or to operating in
Hong Kong, please include a cross-reference to the specific more detailed discussion
provided by the relevant risk factor.  It is not sufficient to reference the general heading
"Risks Relating to Doing Business in Hong Kong." Please make similar revisions
elsewhere that you include a reference to this general heading, such as on pages 13 and
16.

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 November 9, 2022 Page 3
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King Yip Cheng
Roma Green Finance Limited
November 9, 2022
Page 3
Holding Foreign Companies Accountable Act (the "HFCA Act"), page 12
7.We note your response to comment 11 and reissue in part. Please revise your disclosure
on page 13 that includes a cross-reference to a risk factor that does not appear in your Risk
Factors section. We note the inclusion of the risk factor beginning on page 26 and cross-
referenced on your cover page and summary risk factors that addresses the Holding
Foreign Companies Accountable Act.
Prospectus Summary
Recent Regulatory Development in the PRC, page 16
8.We note your response to comment 14, and the related revisions to your disclosure. Please
revise this section to specify that in the opinion of your Hong Kong legal counsel, you are
not required to obtain permissions from any PRC or Hong Kong authorities to issue your
ordinary shares to foreign investors. Please also ensure that counsel files a consent as an
exhibit to the registration statement.
9.Please revise to disclose each permission or approval that you or your subsidiaries are
required to obtain from PRC or Hong Kong authorities to operate your business, and state
affirmatively whether you have received all requisite permissions or approvals to operate
your business, and whether any permissions or approvals have been denied.  With respect
to permissions and approvals that relate both to the ability to operate your business as well
as the ability to offer the securities being registered to foreign investors, please more
clearly state that you may inadvertently conclude that such permissions or approvals are
not required, or that applicable laws, regulations or interpretations may change such that
you may be required to obtain such permissions or approvals in the future, and describe
the consequences if either of these events occurs.
Risk Factors
Risks Related to Our Business and Industry
We have a limited operating history and its future revenue..., page 19
10.We note your revisions in response to comment 19 and reissue. Please update your risk
factor to reflect that Roma (S) has not yet commenced any material business operations in
addition to not yet generating any material business profits.
Risks Related to Our Securities and This Offering
Certain judgments obtained against us by our shareholders may not be enforceable., page 35
11.We note your response to comment 22. Please revise your disclosure under this risk factor
and on page 40 to indicate that Cheng King Yip serves a director and an officer as he is
your Chief Executive Officer in addition to serving as a director. Additionally, expand
your discussion here regarding enforceability of judgements and liabilities against your
five directors and officer. We note, for example, your discussion regarding Hong Kong
beginning on page 40 under Enforcement of Civil Liabilities. Further, as reflected in our

 FirstName LastNameKing Yip Cheng
 Comapany NameRoma Green Finance Limited
 November 9, 2022 Page 4
 FirstName LastNameKing Yip Cheng
Roma Green Finance Limited
November 9, 2022
Page 4
prior comment, please revise the cross-reference in this risk factor to your section to
accurately refer to your section titled "Enforceability of Civil Liabilities."
Management's Discussion and Analysis of Financial Condition and Results of Operations
Key Factors Affecting the Results of Our Group's Operations, page 47
12.We note your response to comment 24, including the addition of Ranger Advisory Co.
Limited to the table of related party transactions on page 86. However, we reissue the
comment in part and request that you revise your disclosure to discuss in greater detail
what services or other activities were provided to you as "consulting costs" by Ranger
Advisory Co. Limited. We note that, as reflected by bulleted section titled "Fluctuations in
the cost of our revenues," consulting costs were a main component to your cost of revenue
for fiscal years 2022 and 2021. Further, we note your disclosure under "Cost of revenues"
on page 49 stating that the company paid and incurred consulting expenses "in relation to
ESG and internal control advisor services."
Description and Analysis of Principal Components of Our Results of Operations
General and Administrative expenses, page 49
13.We note your response to comment 13, including your revised disclosure on page 49 as
well as the table provided under the Related Party Transactions section on page 86.
Further, we note of page F-7 that you state that prior to a group reorganization, LTV was
the holding company for a group of companies that included RRA and Roma (S) and that
LTV was 100% held by Mr. Cheng, who is currently the 100% holder of your
ordinary shares. Please revise your disclosure here to identify the related parties the
company paid and incurred management fee expenses of HK$2.7 million and HK$4.3
million for the years ended March 31, 2022 and 2021, respectively.
Business
Overview
Our Mission, page 66
14.We note your response to comment 23, including the addition of "(v) for establishing a
formal ESG academy."  Please revise your disclosure at the beginning of page 66 to
similarly reflect the six intended uses of net proceeds from this offering as disclosed on
page 17 of the prospectus summary.
Regulatory Environment, page 75
15.We note your response to comment 31. However, it appears that certain PRC regulations
may apply to your business as a result of conducting business operations in Hong Kong, a
Special Administrative Region of the PRC. For example, on the cover page you state that
Chinese regulations may materially and adversely affect your business, financial condition
and results of operations. Additionally, we note that the section "Risk Factors—Risks
Relating to Doing Business in Hong Kong" points out that "due to the long arm provisions

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 November 9, 2022 Page 5
 FirstName LastName
King Yip Cheng
Roma Green Finance Limited
November 9, 2022
Page 5
under the current PRC laws and regulations," the Chinese government may exercise
significant oversight and discretion over the conduct of your business. Please revise this
section to include a discussion of relevant PRC regulations.
Material Tax Considerations, page 100
16.We note your response to comment 32. However, it appears that certain PRC tax
regulations and arrangements, such as the Enterprise Income Tax Law and the Agreement
between Mainland China and Hong Kong for the Avoidance of Double Taxation and the
Prevention of Fiscal Evasion may apply to you. Please revise to include a discussion of
the relevant tax regulations and arrangements that apply to you.
Exhibit Index, page II-3
17.We note your response to comment 28. However, it does not appear that the consent for
Frost & Sullivan was included in this amendment to the registration statement. Please file
a consent as an exhibit in connection with the use of Frost & Sullivan's expert report.
            You may contact Suying Li at 202-551-3335 or Joel Parker at 202-551-3651 if you have
questions regarding comments on the financial statements and related matters.  Please contact
Kate Beukenkamp at 202-551-3861 or Erin Jaskot at 202-551-3442 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Celia Velletri

United States securities and exchange commission logo
October 3, 2022
King Yip Cheng
Chairman, Executive Director and Chief Executive Officer
Roma Green Finance Limited
Flat 605, 6/F., Tai Tung Building
8 Fleming Road
Wanchai, Hong Kong
Re:Roma Green Finance Ltd
Draft Registration Statement on Form F-1
Submitted September 6, 2022
CIK No. 0001945240
Dear King Yip Cheng:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form F-1 Submitted September 6, 2022
Cover Page
1.Please disclose prominently on the prospectus cover page that you are not a Chinese
operating company but a Cayman Islands holding company with operations conducted by
your subsidiaries and that this structure involves unique risks to investors. Your disclosure
should acknowledge that Chinese regulatory authorities could disallow this structure,
which would likely result in a material change in your operations and/or a material change
in the value of the securities you are registering for sale, including that it could cause the
value of such securities to significantly decline or become worthless. Provide a cross-
reference to your detailed discussion of risks facing the company and offering as a result.

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 October 3, 2022 Page 2
 FirstName LastNameKing Yip Cheng
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2.Provide prominent disclosure about the legal and operational risks associated with being
based in or having the majority of your operations in Hong Kong. Your disclosure should
make clear whether these risks could result in a material change in your operations and/or
the value of the securities you are registering for sale or could significantly limit or
completely hinder your ability to offer or continue to offer securities to investors and
cause the value of such securities to significantly decline or be worthless. Your disclosure
should address how recent statements and regulatory actions by China’s government, such
as those related to the use of variable interest entities and data security or anti-monopoly
concerns, have or may impact the company’s ability to conduct its business, accept
foreign investments, or list on a U.S. or other foreign exchange. Please disclose whether
your auditor is subject to the determinations announced by the PCAOB on December 16,
2021 and whether and how the Holding Foreign Companies Accountable Act and related
regulations will affect your company and provide a cross-reference to your risk factor
discussing the HFCAA. Your prospectus summary should address, but not necessarily be
limited to, the risks highlighted on the prospectus cover page.
3.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.
4.Provide a description of how cash is transferred through your organization and disclose
your intentions to distribute earnings. State whether any transfers, dividends, or
distributions have been made to date between the holding company and its subsidiaries, or
to investors, and quantify the amounts where applicable. Provide cross-references to the
consolidated financial statements.
5.Please amend your disclosure here and in the summary risk factors and risk factors
sections to state that, to the extent cash or other assets in your business is in Hong Kong or
a Hong Kong entity, the funds or assets may not be available to fund operations or for
other use outside of Hong Kong due to interventions in or the imposition of restrictions
and limitations on the ability of you or your subsidiaries by the PRC government to
transfer cash or assets. On your cover page, provide a cross-reference to these other
discussions.
6.To the extent you have cash management policies that dictate how funds are transferred
between you, your subsidiaries, or investors, summarize the policies on your cover page
and in the prospectus summary, and disclose the source of such policies (e.g., whether
they are contractual in nature, pursuant to regulations, etc.); alternatively, state on the
cover page and in the prospectus summary that you have no such cash management
policies that dictate how funds are transferred. Provide a cross-reference on the cover page
to the discussion of this issue in the prospectus summary.
7.We note that you state here that "[w]e are an "Emerging Growth Company"...under
applicable U.S. federal securities laws..." Please check the box on the Form F-1 cover

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Page 3
page after the statement "Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933" or revise your
disclosure accordingly.
Definitions, page 7
8.We note that you carve out Hong Kong from the definition of "PRC." Please revise to
clarify that the legal and operational risks associated with operating in China also apply to
operations in Hong Kong.
Prospectus Summary, page 8
9.Please revise your disclosure to clarify that the section titled "Risks and Challenges" on
page 10 is your summary of risk factors, to the extent accurate. In your summary of risk
factors, disclose the risks that your corporate structure and being based in or having the
majority of the company’s operations in Hong Kong poses to investors. In 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; and 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 Hong Kong-based issuers, which could
result in a material change in your operations and/or the value of the securities you are
registering for sale. Acknowledge any risks that any actions by the Chinese government to
exert more oversight and control over offerings that are conducted overseas and/or foreign
investment in Hong Kong-based issuers could significantly limit or completely hinder
your ability to offer or continue to offer securities to investors and cause the value of such
securities to significantly decline or be worthless. Additionally, for each individual risk
please include cross-references to the more detailed discussion provided by the relevant
risk factor.
Business of our Operating Subsidiary, page 9
10.We note your disclosure here of the business activities and offerings related to your
advisory services. However, throughout your disclosure, including in the Use of Proceeds
section you reference "green finance" as part of your sustainability and climate risk
advisory business. Elsewhere you reference "sustainable finance." Please revise your
disclosure here and throughout the prospectus to consistently reference green finance
and/or sustainable finance as part of the advisory service offerings of your operating
subsidiaries, as applicable. Additionally, please clarify the meaning of these terms, where
appropriate and expand your business section to include discussion of the business
activities associated with these service offerings.

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Holding Foreign Companies Accountable Act (the "HFCA Act"), page 11
11.Disclose that trading in your securities may be prohibited under the Holding Foreign
Companies Accountable Act if the PCAOB determines that it cannot inspect or investigate
completely your auditor, and that as a result an exchange may determine to delist your
securities. We note that you include a cross reference to a risk factor heading that includes
this information, but this heading does not appear in your Risk Factors section. Please also
correct the cross-references.
Implications of Being a Holding Company, page 12
12.Please revise this cross-reference to the Risk Factors section, and any cross-references to
subsections or titles of your individual risk factors, to reference an accurate subsection and
specific risk factor contained in your registration statement. Currently, there is not a
section of the risk factors titled "Risk Related to Doing Business in the People's Republic
of China" on page 23 or elsewhere in the Risk Factors section. We note similar references
on pages 14 and 15 to risk factors which are not contained in the prospectus. Please revise
your cross-references throughout the prospectus to ensure their accuracy.
13.In your discussion of the structure of your cash flows, disclose your intentions to
distribute earnings. Quantify any cash flows, dividends or transfer of other assets that a
subsidiary has made, and their tax consequences.  If there have been no transfers,
dividends or distributions to date from the subsidiaries to the holding company, please
affirmatively state this.  Please also explain the management fees paid by the company to
the "former fellow subsidiaries" referenced on page 48.  To the extent that these represent
cash flows, dividends or transfers between the holding company and the subsidiaries,
please disclose such transactions.
Regulatory Oversight in China, page 13
14.We note your disclosure that as of the date of this prospectus you are not required to
obtain permissions from any PRC authorities to operate or issue your ordinary shares to
foreign investors.  Please expand your disclosure to disclose whether you have received
all requisite permissions and approvals from Hong Kong authorities.
15.We note that you do not appear to have relied upon an opinion of counsel with respect to
your conclusions that you do not need any permissions and approvals to operate your
business and to offer securities to investors. If true, state as much and explain why such an
opinion was not obtained. We note your reference to Robertsons as your counsel to Hong
Kong law on page 39. If you relied on an opinion of counsel, name counsel in this section.
16.Please revise your disclosure here to also describe the consequences to you and your
investors if you or your subsidiaries inadvertently conclude that such permissions or
approvals are not required.

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 October 3, 2022 Page 5
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King Yip Cheng
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October 3, 2022
Page 5
17.We note your disclosure discussing the consequences if "RRA fails to receive or maintain
such permissions or if the required approvals are denied. . . " Please expand your
discussion to discuss the possible ramifications if you do become subject to PRC
laws/authorities, including that you could incur material costs to ensure compliance and
no longer be permitted to continue your current business operations.
Risk Factors, page 17
18.We note your use of the defined terms "Operating Subsidiary" and "Operating
Subsidiary's" throughout your disclosure, including the Risk Factors section. As this
defined term refers to both of your operating subsidiaries, RRA and Roma (S), please
revise your disclosure to make clear, as appropriate, to which entity you are referring.
Specifically, please revise your risk factors with attention to identifying which of your
operating subsidiaries is associated with your discussion of specific risks related to your
business and financial condition in light of your organizational structure and RRA's
incorporation in Hong Kong.
Risks Related to Our Business and Industry
We have a limited operating history and its future revenue and profits..., page 18
19.Please update you risk factor to reflect your disclosure on page 59 that states that "[a]s of
the date of this prospectus, Roma (S) has not yet commenced any material business
operations."
We may be inadequately insured against losses and liabilities..., page 20
20.We note your parenthetical referring to "our s insurance." Please revise to clarify the
reference to "s insurance," for example, to state the type of insurance you hold that
is applicable.
The recent joint statement by the SEC..., page 36
21.Where you discuss the Holding Foreign Companies Accountable Act, please also discuss
that the United States Senate has passed the Accelerating Holding Foreign Companies
Accountable Act, which, if enacted, would decrease the number of "non-inspection years"
from three years to two years, and thus, would reduce the time before your securities may
be prohibited from trading or delisted.

 FirstName LastNameKing Yip Cheng
 Comapany NameRoma Green Finance Limited
 October 3, 2022 Page 6
 FirstName LastName
King Yip Cheng
Roma Green Finance Limited
October 3, 2022
Page 6
Enforceability of Civil Liabilities, page 38
22.To the extent that you have one or more directors, officers or members of senior
management located in the PRC/Hong Kong, please: (i) state that this is the case and
identify the relevant individuals (ii) revise to state that such individuals are located in the
PRC/Hong Kong, and (iii) expand your relevant risk factor discussion on page 34
regarding enforceability of judgements and liabilities against such individuals and revise
the cross-reference to accurately reflect the title of your section on "Enforceability of Civil
Liabilities."
Use of Proceeds, page 40
23.You state under section (i) that you currently intend to use a portion of your use of
proceeds to "develop a formal ESG academy to provide training, workshop and gaming
services to enhance ESG awareness of professionals and [the] general public including
students." Please revise your disclosure here and throughout your prospectus, for example,
in your Prospectus Summary—The Offering on page 16 and Business—Overview on page
65, to consistently reflect the range of planned activities and use of proceeds under your
education and training as well as other service offerings.
Key Factors Affecting the Results of Our Group's Operations, page 46
24.Please revise your disclosure to discuss in greater detail what services or other activities
were provided as "consulting costs" as a main component contributing to your cost of
revenue. We note your disclosure on page 78 regarding support provided by Ranger
Advisory Co. Limited, a company wholly-owned by Mr. Cheng, and the footnote to the
Summary Compensation Table on page 83 regarding compensation paid to Ranger
Advisory for consulting and professional fees. Additionally, please revise your disclosure,
as necessary, regarding Ranger Advisory Co. Limited in relation to your section on
Related Party Transactions. Refer to Item 7.B. of Form 20-F.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Accounts receiv