SecProbe.io

CORRESP
1
filename1.htm

WF Holding Limited

Lot 3893, Jalan 4D, Kg. Baru Subang

Seksyen U6, 40150 Shah Alam, Selangor, Malaysia

June 8, 2026

VIA EDGAR

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, DC. 20549

Attn: Jenny O’Shanick

    Re:
     WF Holding Limited

    Registration Statement on Form F-3

    File No. 333-296397

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, WF Holding Limited (the “Company”) hereby respectfully
requests that the Securities and Exchange Commission accelerate the effectiveness of the above-referenced Registration Statement on Form
F-3 (the “Registration Statement”) and declare the Registration Statement effective at 5:00 p.m., Eastern Time, on Wednesday,
June 10, 2026, or as soon thereafter as practicable.

It would
be appreciated if, as soon as the Registration Statement is declared effective, you would so inform Kevin (Qixiang) Sun of Bevilacqua
PLLC at (202) 869-0888 (ext. 101).

    Very truly yours,

    WF Holding Limited

    By:
     /s/ Leah Siang Ling

    Leah Siang Ling

    Chief Executive Officer

cc: Kevin (Qixiang) Sun, Esq.

June 5, 2026
Leah Siang Ling
Co-Chief Executive Officer
WF Holding Limited
Lot 3893, Jalan 4D
Kg. Baru Subang
Seksyen U6, 40150 Shah Alam, Selangor, Malaysia
60-378471828
Re: WF Holding Limited
Registration Statement on Form F-3
Filed June 1, 2026
File No. 333-296397
Dear Leah Siang Ling:
            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 Jenny O'Shanick at 202-551-8005 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc: Kevin (Qixiang) Sun

CORRESP
 1
 filename1.htm

 WF Holding Limited

 Lot 3893, Jalan 4D, Kg. Baru Subang

 Seksyen U6, 40150 Shah Alam, Selangor,
Malaysia

 March 24, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, DC. 20549
Attn: Jenny O'Shanick and Jennifer Angelini

 Re: WF Holding Limited

 Registration Statement on Form F-1

 File No. 333-282294

 Ladies and Gentlemen:

 Pursuant to Rule 461 of the General Rules and
Regulations under the Securities Act of 1933, as amended (the "Act"), WF Holding Limited (the "Company") respectfully
requests that the effective date of the Registration Statement referred to above be accelerated so that it will be declared effective
at 4:30 p.m., Eastern Standard Time, on Wednesday, March 26, 2025, or as soon as thereafter possible.

 Also, the Company authorizes Kevin (Qixiang) Sun
at Bevilacqua PLLC, outside counsel to the Company, to verbally alter the requested date and time of effectiveness of the Registration
Statement with the Securities and Exchange Commission. Please call Mr. Sun at (202) 869-0888 (ext. 101) as soon as the Registration Statement
has been declared effective.

 Under separate cover, you will receive today a
letter from the underwriter of the proposed offering joining in the Company's request for acceleration of the effectiveness of the
Registration Statement.

 Very truly yours,

 WF Holding Limited

 By:
 /s/ Chee Hoong Lew

 Chee Hoong Lew

 Chief Executive Officer

 cc: Kevin (Qixiang) Sun, Esq.

CORRESP
 1
 filename1.htm

 Dominari Securities LLC

 725 Fifth Avenue, 23rd Floor
 New
York, NY 10022

 March 24, 2025

 VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention:

 Charles Eastman
 Hugh West
 Jenny O'Shanick
 Jennifer Angelini

 Re:
 WF Holding Limited

 Registration Statement on Form F-1, as amended

 File No. 333-282294

 Ladies and Gentlemen:

 Pursuant to Rule 461 of the General Rules and Regulations
under the Securities Act of 1933, as amended (the "Act"), the undersigned representative of the underwriters of the offering
hereby join in the request of WF Holding Limited (the "Company") that the effective date of the above-referenced Registration
Statement be accelerated so as to permit it to become effective at 4:30 p.m., Eastern Time, on March 26, 2025, or as soon thereafter as
practicable, or at such other time as the Company or its outside counsel, Bevilacqua PLLC, requests by telephone that such Registration
Statement be declared effective.

 Pursuant to Rule 460 of 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 the several underwriters
have complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

 Very truly yours,

 Dominari Securities LLC

 as representatives of the several underwriters

 By:
 /s/ Eric Newman

 Name:
 Eric Newman

 Title:
 Executive Vice President, Global Head of Investment Banking

CORRESP
1
filename1.htm

WF Holding Limited

Lot 3893, Jalan 4D, Kg. Baru Subang

Seksyen U6, 40150 Shah Alam, Selangor,
Malaysia

November 15, 2024

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, DC. 20549

Attn: Jenny O’Shanick and Jennifer Angelini

 Re: WF Holding Limited

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

Filed on October 31, 2024

File No. 333-282294

Ladies and Gentlemen:

We hereby submit the responses of WF Holding Limited
(the “Company”) to the comments of the staff (the “Staff”) of the U.S. Securities and Exchange Commission
(the “Commission”) set forth in the Staff’s letter, dated November 6, 2024, providing the Staff’s comments
with respect to the above-referenced Registration Statement on Form F-1 (as amended, the “Registration Statement”).

For the convenience of the Staff, each
of the Staff’s comments is included and is followed by the corresponding response of the Company. Unless the context
indicates otherwise, references in this letter to “we,” “us” and “our” refer to the Company on a consolidated
basis. Unless otherwise indicated, all share amounts in this response letter have been retroactively adjusted to give effect to the 1-for-2
sub-division of our ordinary shares followed by a share surrender of our shareholders of an aggregate of 2,550,000 ordinary shares, effective
on September 5, 2024.

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

Management’s Discussion and Analysis
of Financial Condition and Results of Operations

Results of Operations

Comparison of the Six Months Ended June 30,
2024 and 2023, page 31

 1. We note that the percentage of your revenue from Malaysia and Australia decreased
to approximately 40% and 12%, respectively, in the six months ended June 30, 2024 as compared to approximately 45% and 20%, respectively,
in the six months ended June 30, 2023. This disclosure appears inconsistent with your disclosures on pages 48 and 49 that you intend to
expand your operations in Malaysia and Australia and your response to comment 5 in our letter dated July 26, 2024. Please revise to clarify.

Response: Our business
strategies remain consistent with our disclosures on pages 48 and 49, where we outlined plans to expand our operations in Malaysia and
Australia. Due to constraints in production space and manpower, we schedule production based on the order in which projects are received,
prioritizing them according to the delivery timeliness to maximize our capacity. During this period, a substantial portion of our production
capacity was allocated to fulfilling a major project for delivery to Singapore. As a result, the geographical distribution of our revenue
was impacted, with Malaysia and Australia representing a smaller share of total revenue. Such fluctuations in regional revenue distribution
may vary from period to period, depending on factors such as project size, contract value, delivery timelines, and complexity of orders
in our pipeline. We have expanded our disclosure in this section accordingly to explain the reason for the change in geographical distribution
of our revenue.

 2. We note disclosure elsewhere that a single customer accounted for 33% of your
revenue in the six months ended June 30, 2024. Please revise this section to discuss this significant customer’s impact on your income
from operations and any associated trends. Additionally revise your risk factor disclosure regarding customer concentration as appropriate
to reflect the specific material risks relating to this customer, as well as your increased exposure to a single customer (compared with
14% in the fiscal year ended December 31, 2023 and less than 10% in the fiscal year ended December 31, 2022).

Response: The increase
in customer concentration for the six months ended June 30, 2024 and year ended December 31, 2023 was driven by a major project delivery
to Singapore, requiring a significant allocation of our capacity and resources during the periods. As such, this elevated concentration
is expected to be temporary and tied to the timing and scale of this particular project. We acknowledge that this elevated concentration
temporarily heightens our exposure to revenue volatility and certain risks associated with a single customer. However, our business model
is built around custom, project-based orders tailored to individual customer needs. This approach allows us flexibility to diversify our
revenue sources based on demand across various sectors and geographic areas, reducing long-term dependency on any single customer. We
are actively focused on broadening our customer base and expanding into new markets, which further supports our goal of maintaining a
balanced revenue mix and reducing concentration risk over time. We have revised our disclosure in the Management’s Discussion and
Analysis and Results of Operations section to disclose the customer concentration and the reasons behind it. We have revised the risk
factor regarding customer concentration.

General

 3. We note your revised disclosure on page Alt-3 that One Fatboyz Limited is offering
623,000 ordinary shares in the resale prospectus and that “[e]xcept for the ownership of these shares, the selling shareholders
have not had any material relationship with us within the past three years.” However, we note your other disclosure on page 65 that
this selling shareholder is a related party. Please revise to reconcile this discrepancy. Further, please revise the table to include
a separate column that discloses the percentage of the securities beneficially held by each selling shareholder before the offering. Refer
to Item 9.D of Form 20-F.

Response: We have revised
page Alt-3 to indicate that One Fatboyz Limited was previously a significant shareholder when it held more than 5% of our outstanding
ordinary shares and provided advances to us during such time that it was a significant shareholder. Currently, One Fatboyz, owns less
than 5% of our outstanding ordinary shares. We have also revised page Alt-3 to include a separate column that discloses the percentage
of the securities beneficially held by each selling shareholder before the offering in accordance with the Staff’s comment.

 4. We note your addition of One Fatboyz Limited as a selling security holder. Please
tell us why your resale offering is not an indirect primary offering that is part of the distribution constituting your initial public
offering. In this regard, we note that the selling security holders do not appear to be subject to any of the lock-up provisions described
in the prospectus and can sell the same amount of securities to be offered through the underwriter. If the selling security holders are
engaged in an indirect primary offering, then the selling security holders would be statutory underwriters under Section 2(a)(11) of the
Securities Act of 1933, as amended, and must therefore be identified in the prospectus as underwriters. In addition, as statutory underwriters
conducting an indirect primary offering, the selling security holders would need to offer and sell their securities at a fixed price for
the duration of the offering; it would not be possible for them to sell at market prices later. For guidance, please refer to Question
612.09 of our Securities Act Rule Compliance and Disclosure Interpretations, which is available on our website.

Response: We acknowledge
the Staff’s comment and respectfully advise the Staff that the resale of the ordinary shares of the Company by certain selling shareholders
(collectively, the “Selling Shareholders,” and individually, a “Selling Shareholder”) as contemplated
in the Registration Statement is not an indirect primary offering and is a secondary offering under Rule 415(a) (1)(i) promulgated under
the Securities Act of 1933, as amended (the “Securities Act”). As requested in the Staff’s comment, the Company
analyzed, among other factors, the guidance set forth in Securities Act Rules Compliance and Disclosure Interpretations, Question 612.09
(“Interpretation 612.09”), which identifies six factors to be considered in determining whether a purported secondary
offering is really a primary offering. Interpretation 612.19 states:

    2

It is important to identify whether
a purported secondary offering is really a primary offering, i.e., the selling shareholders are actually underwriters selling on behalf
of an issuer. Underwriter status may involve additional disclosure, including an acknowledgment of the seller’s prospectus delivery
requirements. In an offering involving Rule 415 or Form S-3, if the offering is deemed to be on behalf of the issuer, the Rule and Form
in some cases will be unavailable (e.g., because of the Form S-3 “public float” test for a primary offering, or because Rule
415(a)(1)(i) is available for secondary offerings, but primary offerings must meet the requirements of one of the other subsections of
Rule 415). The question of whether an offering styled a secondary one is really on behalf of the issuer is a difficult factual one, not
merely a question of who receives the proceeds. Consideration should be given to how long the selling shareholders have held the shares,
the circumstances under which they received them, their relationship to the issuer, the amount of shares involved, whether the sellers
are in the business of underwriting securities, and finally, whether under all the circumstances it appears that the seller is acting
as a conduit for the issuer.

Based on the Company’s consideration
of the totality of the facts and circumstances of the transaction and each of the factors enumerated in Interpretation 612.09, the Company
believes that the 2,000,000 ordinary shares, which consist of 688,500 ordinary shares held by Chi Ken Kok, 688,500 ordinary shares held
by Wei Hong Lee and 1,092,420 held by One Fatboyz Limited, that the Company is proposing to register for resale are eligible for registration
on a delayed or continuous basis pursuant to Rule 415(a)(1)(i) of the Securities Act.

Factor 1: How long the Selling
Shareholders have held the ordinary shares.

Reorganization and Share Split

Upon incorporation on March 7,
2023, the Company issued 1 ordinary share to our registered agent, which were later transferred to the funding member of the Company,
Chee Hoong Lew in anticipation of the reorganization described below.

On June 21, 2023, the Company completed
a corporate reorganization pursuant to a share sale and purchase agreement that it entered into with Win-Fung Fibreglass Sdn. Bhd. (“Win-Fung”)
and its shareholders on May 23, 2023. Pursuant to the reorganization, the Company acquired all of the issued and outstanding equity interests
of Win-Fung in exchange for which the Company issued 22,949,999 ordinary shares to the shareholders of Win-Fung, including Chee Hoong
Lew. On September 5, 2023, Chee Hoong Lew transferred 1,321,920 ordinary shares to one of the Selling Shareholders, One Fatboyz Limited.
As disclosed in the Registration Statement, One Fatboyz Limited made certain advances to Win-Fung for its working capital, which are non-tradable,
unsecured, non-interest bearing and are payable on demand. On August 6, 2024, One Fatboyz Limited transferred 229,500 ordinary shares
to one of the Selling Shareholders, Chi Ken Kok, and another shareholder of the Company also transferred 459,000 ordinary shares to Chi
Ken Kok. On the same day, three other shareholders of the Company transferred an aggregate of 688,500 ordinary shares to Wei Hong Lee,
the third Selling Shareholder. Both Chi Ken Kok and Wei Hong Lee are strategic investors and they purchased ordinary shares from other
shareholders of the Company for investment purposes.

No underwriters were involved in
these issuances. We believe that each of the above issuances by the Company was exempt from registration under the Securities Act in reliance
on Regulation S under the Securities Act or pursuant to Section 4(2) of the Securities Act regarding transactions not involving a public
offering.

The Selling Shareholders Holding
Period of the Ordinary Shares

One Fatboyz Limited has held 1,092,420
ordinary shares since September 5, 2023;

Wei Hong Lee has held 688,500 ordinary
shares since August 6, 2024; and

Chi Ken Kok has held 688,500 ordinary
shares since August 6, 2024.

Each of the Selling Shareholders
has borne the credit and market risk of its investment in the Company prior to public filing of the Registration Statement. The length
of time that the Selling Shareholders held its ordinary shares demonstrates that they acquired such ordinary shares with an intention
to hold them as an investment and not as underwriters with an intent to distribute them.

The discussion above supports the
conclusion that the offering pursuant to the Registration Statement is a valid secondary offering.

    3

Factor 2: The circumstances
under which the Selling Shareholders received the securities.

Rule 100 of Regulation M defines
a “distribution” as “an offering of securities, whether or not subject to registration under the Securities Act, that
is distinguished from ordinary trading transactions by the magnitude of the offering and the presence of special selling efforts and selling
methods.” In a typical underwritten offering, the issuer issues securities to the underwriter for cash, at a discount to the market
price to compensate the underwriter for its selling efforts and for bearing market risk.

The circumstances under which the
Selling Shareholders received the ordinary shares is that the Company did not issue to the Selling Shareholders at a discount. As described
in Factor 1 above, each of the Selling Shareholders has acquired the ordinary shares of as an investment and borne the credit and market
risk of its investment not as part of an underwritten offering. In addition, all of the ordinary shares were acquired before the Company’s
proposed initial public offering (the “IPO”) pursuant to the Registration Statement and before a public market exists
for the Company’s ordinary shares. Each Selling Shareholder purchased his or her ordinary shares directly from other shareholders
of the Company in private transactions and the Company was not involved in any of the sales. We are not aware of any factor or circumstances
that would suggest that any such special selling efforts or selling methods, such as investor presentations or road shows, by or on behalf
of any of the Selling Shareholders have or are intended to take place if the Registration Statement is declared effective. Accordingly,
the Company respectfully submits that there is nothing about the circumstances under which the Selling Shareholders received the ordinary
shares would suggest the involvement of a primary offering by or on behalf of the Company.

Therefore, the circumstances under
the Selling Shareholders received the ordinary shares support the conclusion that the offering pursuant to the Registration Statement
is a valid secondary offering.

Factor 3: The Selling Shareholders’
relationship with the Company.

The Selling Shareholders’
relationship with the Company has been discussed in detail under the heading “Factor 1: How long the Selling Shareholders have held
the ordinary shares” above.

Furthermore, the Company does not
have an underwriting relationship with any of the Selling Shareholders or any contractual, legal or other relationship that would control
the timing, nature or amount of resales of the ordinary shares following the effectiveness of the Registration Statement or even whether
any ordinary shares are resold at all under the Registration Statement. To the Company’s knowledge, at no time have any of the Selling
Shareholders been affiliated with or acted as securities broker-dealers or representatives thereof. In addition, as noted above, the Selling
Shareholders represented that they were acquiring the securities for their own accounts and not with a view to resale or distribution.

To

November 6, 2024
Chee Hoong Lew
Chief Executive Officer
WF Holding Limited
Lot 3893, Jalan 4D
Kg. Baru Subang
Seksyen U6, 40150 Shah Alam, Selangor, Malaysia
Re:WF Holding Limited
Amendment No. 1 to Registration Statement on Form F-1
Filed on October 31, 2024
File No. 333-282294
Dear Chee Hoong Lew:
            We have reviewed your amended registration statement and have the following
comment(s).
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments. Unless we note
otherwise, any references to prior comments are to comments in our October 3, 2024 letter.
Amendment No. 1 to Registration Statement on Form F-1
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations
Comparison of the Six Months Ended June 30, 2024 and 2023, page 31
1.We note that the percentage of your revenue from Malaysia and Australia decreased
to approximately 40% and 12%, respectively, in the six months ended June 30, 2024
as compared to approximately 45% and 20%, respectively, in the six months ended
June 30, 2023. This disclosure appears inconsistent with your disclosures on pages 48
and 49 that you intend to expand your operations in Malaysia and Australia and your
response to comment 5 in our letter dated July 26, 2024. Please revise to clarify.

November 6, 2024
Page 2
2.We note disclosure elsewhere that a single customer accounted for 33% of your
revenue in the six months ended June 30, 2024. Please revise this section to discuss
this significant customer's impact on your income from operations and any associated
trends. Additionally revise your risk factor disclosure regarding customer
concentration as appropriate to reflect the specific material risks relating to this
customer, as well as your increased exposure to a single customer (compared with
14% in the fiscal year ended December 31, 2023 and less than 10% in the fiscal year
ended December 31, 2022).
General
3.We note your revised disclosure on page Alt-3 that One Fatboyz Limited is offering
623,000 ordinary shares in the resale prospectus and that “[e]xcept for the ownership
of these shares, the selling shareholders have not had any material relationship with us
within the past three years.” However, we note your other disclosure on page 65 that
this selling shareholder is a related party. Please revise to reconcile this discrepancy.
Further, please revise the table to include a separate column that discloses the
percentage of the securities beneficially held by each selling shareholder before the
offering. Refer to Item 9.D of Form 20-F.
4.We note your addition of One Fatboyz Limited as a selling security holder. Please tell
us why your resale offering is not an indirect primary offering that is part of the
distribution constituting your initial public offering. In this regard, we note that the
selling security holders do not appear to be subject to any of the lock-up provisions
described in the prospectus and can sell the same amount of securities to be offered
through the underwriter. If the selling security holders are engaged in an indirect
primary offering, then the selling security holders would be statutory underwriters
under Section 2(a)(11) of the Securities Act of 1933, as amended, and must therefore
be identified in the prospectus as underwriters. In addition, as statutory underwriters
conducting an indirect primary offering, the selling security holders would need to
offer and sell their securities at a fixed price for the duration of the offering; it would
not be possible for them to sell at market prices later. For guidance, please refer to
Question 612.09 of our Securities Act Rule Compliance and Disclosure
Interpretations, which is available on our website.
            Please contact Charles Eastman at 202-551-3794 or Hugh West at 202-551-3872 if
you have questions regarding comments on the financial statements and related
matters. Please contact Jenny O'Shanick at 202-551-8005 or Jennifer Angelini at 202-551-
3047 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:Kevin (Qixiang) Sun

CORRESP
1
filename1.htm

WF Holding Limited

Lot 3893, Jalan 4D, Kg. Baru Subang

Seksyen U6, 40150 Shah Alam, Selangor, Malaysia

October 31, 2024

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, DC. 20549

Attn: Jenny O’Shanick and Jennifer Angelini

 Re: WF Holding Limited

Registration Statement on Form F-1

Filed on September 23, 2024

File No. 333-282294

Ladies and Gentlemen:

We hereby submit the responses of WF Holding Limited
(the “Company”) to the comments of the staff (the “Staff”) of the U.S. Securities and Exchange Commission
(the “Commission”) set forth in the Staff’s letter, dated October 3, 2024, providing the Staff’s comments
with respect to the above-referenced Registration Statement on Form F-1 (as amended, the “Registration Statement”).

For the convenience of the Staff, each of the
Staff’s comments is included and is followed by the corresponding response of the Company.  Unless the context indicates
otherwise, references in this letter to “we,” “us” and “our” refer to the Company on a consolidated
basis.

Registration Statement on Form F-1 filed September
23, 2024

Part II Information Not Required in the Prospectus

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

 1. We note your disclosure on page 58 that you entered into agreements with your independent directors.
Please file these agreements pursuant to Item 601(b)(10) of Regulation S-K as exhibits to your registration statement, or tell us why
you do not believe they are required to be filed.

Response: We have filed
the form of director agreement that we have entered into with our independent directors as an exhibit to the Registration Statement. All
independent directors have entered into the same agreement.

General

 2. We note your disclosure on page Alt-4 that your selling securityholders may sell their securities through
purchases by a broker-dealer as principal and resales by the brokerdealer for its account. Please confirm your understanding that the
retention by a selling stockholder of an underwriter would constitute a material change to your plan of distribution requiring a post-effective
amendment. Refer to your undertaking provided pursuant to Item 512(a)(1)(iii) of Regulation S-K.

Response: We acknowledge
that the retention by a selling stockholder of an underwriter would constitute a material change to our plan of distribution requiring
a post-effective amendment to the Registration Statement.

If you would like to discuss any of the responses
to the Staff’s comments or if you would like to discuss any other matters, please contact Kevin (Qixiang) Sun of Bevilacqua PLLC
at 202-869-0888 (ext. 101).

    Sincerely,

    WF Holding Limited

    By:
    /s/ Chee Hoong Lew

    Chee Hoong Lew

    Chief Executive Officer

cc: Kevin (Qixiang) Sun, Esq.

October 3, 2024
Chee Hoong Lew
Chief Executive Officer
WF Holding Limited
Lot 3893, Jalan 4D
Kg. Baru Subang
Seksyen U6, 40150 Shah Alam, Selangor, Malaysia
Re:WF Holding Limited
Registration Statement on Form F-1
Filed on September 23, 2024
File No. 333-282294
Dear Chee Hoong Lew:
            We have reviewed your registration statement and have the following comment(s).
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form F-1 filed September 23, 2024
Part II Information Not Required in the Prospectus
Item 8. Exhibits and Financial Statement Schedules., page II-2
1.We note your disclosure on page 58 that you entered into agreements with your
independent directors. Please file these agreements pursuant to Item 601(b)(10) of
Regulation S-K as exhibits to your registration statement, or tell us why you do not
believe they are required to be filed.

October 3, 2024
Page 2
General
2.We note your disclosure on page Alt-4 that your selling securityholders may sell their
securities through purchases by a broker-dealer as principal and resales by the broker-
dealer for its account. Please confirm your understanding that the retention by a selling
stockholder of an underwriter would constitute a material change to your plan of
distribution requiring a post-effective amendment. Refer to your undertaking provided
pursuant to Item 512(a)(1)(iii) of Regulation S-K.
            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 Charles Eastman at 202-551-3794 or Hugh West at 202-551-3872 if you
have questions regarding comments on the financial statements and related matters. Please
contact Jenny O'Shanick at 202-551-8005 or Jennifer Angelini at 202-551-3047 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:Kevin (Qixiang) Sun

CORRESP
1
filename1.htm

WF Holding Limited

Lot 3893, Jalan 4D, Kg. Baru Subang

Seksyen U6, 40150 Shah Alam, Selangor, Malaysia

September 23, 2024

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, DC. 20549

Attn: Nicholas O’Leary

 Re: WF Holding Ltd

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

Submitted August 15, 2024

CIK No. 0001980210

Ladies and Gentlemen:

We hereby submit the responses of WF Holding Limited
(the “Company”) to the comments of the staff (the “Staff”) of the U.S. Securities and Exchange Commission
(the “Commission”) set forth in the Staff’s letter, dated August 26, 2024, providing the Staff’s comments
with respect to the Company’s draft Registration Statement on Form F-1 (as amended, the “Registration Statement”).

For the convenience of the Staff, each of the
Staff’s comments is included and is followed by the corresponding response of the Company.  Unless the context indicates
otherwise, references in this letter to “we,” “us” and “our” refer to the Company on a consolidated
basis.

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

Principal Shareholders, page 59

 1. We note your revised footnote 4 that Lew Capital Private Limited holds 9,062,400 ordinary shares of
your company. However, we also note your revised footnote 6 that Lew Capital Private Limited holds 8,807,400 ordinary shares of your company.
Please revise to resolve this discrepancy. In addition, please disclose in an appropriate location the family relationship between Chee
Hoong Lew and Chee Seong Lew.

Response: We have revised
footnote 4 to refer to the correct number of shares held by Lew Capital Private Limited. We have also revised footnote 3 to disclose the
family relationship between Chee Hoong Lew and Chee Seong Lew.

Related Party Transactions, page 60

 2. We note your revisions to bullets 7 and 8 in response to prior comment 6. Please also revise bullets
1 through 4 to provide the information as of the date of the document. Refer to Item 7.B of Form 20-F.

Response: We have revised
bullets 1 through 4 to provide the information as of the date of the document.

If you would like to discuss any of the responses
to the Staff’s comments or if you would like to discuss any other matters, please contact Kevin (Qixiang) Sun of Bevilacqua PLLC
at 202-869-0888 (ext. 101).

    Sincerely,

    WF Holding Limited

    By:
    /s/ Chee Hoong Lew

    Chee Hoong Lew

    Chief Executive Officer

cc: Kevin (Qixiang) Sun, Esq.

August 26, 2024
Chee Hoong Lew
Chief Executive Officer
WF Holding Limited
Lot 3893, Jalan 4D
Kg. Baru Subang
Seksyen U6, 40150 Shah Alam, Selangor, Malaysia
Re:WF Holding Limited
Amendment No. 2 to Draft Registration Statement on Form F-1
Submitted August 15, 2024
CIK No. 0001980210
Dear Chee Hoong Lew:
            We have reviewed your amended draft registration statement and have the following
comments.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on EDGAR.
If you do not believe a comment applies to your facts and circumstances or do not believe an
amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, any references to prior comments are to comments in our
July 26, 2024 letter.
Amendment No. 2 to Draft Registration Statement on Form F-1
Principal Shareholders, page 59
1.We note your revised footnote 4 that Lew Capital Private Limited holds 9,062,400
ordinary shares of your company. However, we also note your revised footnote 6 that Lew
Capital Private Limited holds 8,807,400 ordinary shares of your company. Please revise
to resolve this discrepancy. In addition, please disclose in an appropriate location the
family relationship between Chee Hoong Lew and Chee Seong Lew.

August 26, 2024
Page 2
Related Party Transactions, page 60
2.We note your revisions to bullets 7 and 8 in response to prior comment 6. Please also
revise bullets 1 through 4 to provide the information as of the date of the document. Refer
to Item 7.B of Form 20-F.
            Please contact Charles Eastman at 202-551-3794 or Hugh West at 202-551-3872 if you
have questions regarding comments on the financial statements and related matters. Please
contact Jenny O'Shanick at 202-551-8005 or Jennifer Angelini at 202-551-3047 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:Kevin (Qixiang) Sun

July 26, 2024
Chee Hoong Lew
Chief Executive Officer
WF Holding Limited
Lot 3893, Jalan 4D
Kg. Baru Subang
Seksyen U6, 40150 Shah Alam, Selangor, Malaysia
Re:WF Holding Limited
Amendment No. 1 to Draft Registration Statement on Form F-1
Submitted July 10, 2024
CIK No. 0001980210
Dear Chee Hoong Lew:
            We have reviewed your amended draft registration statement and have the following
comments.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on EDGAR.
If you do not believe a comment applies to your facts and circumstances or do not believe an
amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, any references to prior comments are to comments in our
February 20, 2024 letter.
Amendment No. 1 to Draft Registration Statement on Form F-1
Cover Page
1.We note your response to prior comment 1 and reissue it. Please note that you must
identify the number of shares being offered pursuant to Item 501(b)(2) of Regulation S-K.
Your disclosure appears to make the offering size dependent upon the offering price; for
instance, and without limitation, “The actual number of shares we will offer will be
determined based on the actual initial public offering price.” Refer to Rule 430A, Rule
424(b), and Questions 227.02 and 227.03 of the Securities Act Rules Compliance and
Disclosure Interpretations for additional guidance.

July 26, 2024
Page 2
Use of Proceeds, page 27
2.We note your disclosures on pages 4 and 45 that you plan to use a portion of “the net
proceeds from this offering to finance the acquisition of an FRP extruder company and
other businesses or companies that complement our product offering.” Please revise your
disclosure in this section to provide the information required by Item 3.C of Form 20-F.
Capitalization, page 29
3.Please update the capitalization table as of a date no earlier than 60 days prior to the date
of the document. Refer to Item 3.B of Form 20-F.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Liquidity and Capital Resources, page 33
4.Please revise to discuss your material cash requirements in the short-term and separately
in the long-term, including your leases and your term loans as disclosed on pages F-17
and 34, respectively. Refer to Item 5.B.3 of Form 20-F.
Business
Customers, Sales and Marketing, page 44
5.We note your revisions in response to prior comment 13 and reissue in part. Please
address the part of that comment requesting disclosure as to your expected timing,
milestones, and material obstacles to overcome in expanding your operations in Malaysia
and Australia. Further, we note your disclosure that for the year ended December 31,
2023, approximately 43% of your revenues were generated from sales in Malaysia,
whereas in the prior year approximately 70% of your revenues were generated from sales
in Malaysia. This disclosure appears inconsistent with your response that you intend to
expand your operations in Malaysia. Please revise to clarify. Finally, please revise your
MD&A to identify any related trend information that is reasonably likely to have a
material effect on your results of operations or financial condition.
Related Party Transactions, page 58
6.We note your revisions in response to prior comment 15. Please update this section to also
provide the information as of the date of the document. Refer to Item 7.B of Form 20-F.
General
7.We note your response to prior comment 10. Please further revise your disclosure and/or
exhibit index to clarify whether the two term loan agreements and their respective
ancillary agreements are filed as exhibits.
We note your response to prior comment 17. Please further address the following:
•Revise the cover page and summary of each prospectus to disclose the number of
shares being offered in the other offering.
•Identify the number of shares being offered in the resale offering on page 8.
•Disclose whether the resale offering is conditioned upon the initial public offering
and/or Nasdaq listing.
Disclosure on page 57 indicates none of the shareholders listed in the beneficial •8.

July 26, 2024
Page 3
ownership table are participating in the resale offering, yet these shareholders own
100% of your outstanding shares; revise as appropriate to reconcile this apparent
inconsistency.
9.We note that six shareholders are listed in the table of beneficial ownership on page 57,
with disclosure indicating that none are participating in the resale offering, yet disclosure
on page 59 indicates that you have six shareholders of record. Please revise to reconcile
this apparent inconsistency, or otherwise explain in your tables of beneficial ownership
and selling shareholders how the resale shares are held.
10.Many of the comments contained in this letter have numerous components. To facilitate
the staff's analysis of your disclosure, your response letter should separate each comment
and component and reproduce the disclosure and the specific location in your filing where
you believe the SEC's concern is addressed, including page number references.
            Please contact Charles Eastman at 202-551-3794 or Hugh West at 202-551-3872 if you
have questions regarding comments on the financial statements and related matters. Please
contact Jenny O'Shanick at 202-551-8005 or Jennifer Angelini at 202-551-3047 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:Kevin (Qixiang) Sun

United States securities and exchange commission logo
February 20, 2024
Chee Hoong Lew
Chief Executive Officer
WF Holding Ltd
Lot 3893, Jalan 4D
Kg. Baru Subang
Seksyen U6, 40150 Shah Alam, Selangor, Malaysia
Re:WF Holding Ltd
Draft Registration Statement on Form F-1
Submitted January 24, 2024
CIK No. 0001980210
Dear Chee Hoong Lew:
            We have reviewed your draft registration statement and have the following comments.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. If you do not believe a comment applies to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional comments.
Draft Registration Statement on Form F-1
Cover Page
1.Please revise to state the number of shares of common stock to be offered. Refer to Item
501(b)(2) of Regulation S-K and Question 227.02 of our Securities Act Rules Compliance
and Disclosure Interpretations.
Prospectus Summary
Our Company, page 1
2.Please revise to disclose the basis for your claim that you are a leading manufacturer of
fiberglass reinforced plastic. Please clarify whether the basis for your leadership is
supported by quantitative criteria such as market share by revenues or similar measures.

 FirstName LastNameChee Hoong Lew
 Comapany NameWF Holding Ltd
 February 20, 2024 Page 2
 FirstName LastName
Chee Hoong Lew
WF Holding Ltd
February 20, 2024
Page 2
The Malaysian FRP Market, page 2
3.Please update disclosure in this section and elsewhere to reflect information as of the date
of your prospectus. In this regard, we note that industry and economic information relating
to 2023 is discussed in prospective terms (e.g., as “expected” or “projected”).
The Offering, page 8
4.Your disclosure indicates that the representative’s warrants and shares underlying such
warrants are being registered on the registration statement, but also indicates that
immediate “piggyback” registration rights exist with respect to the underlying shares.
Please revise to reconcile this apparent inconsistency, or advise.
Risk Factors, page 10
5.Please revise your disclosure throughout this section to describe the specific impacts of
identified risks on your business and results of operations to date, rather than presenting
such risks as hypothetical, including quantification of amounts where possible. For
example, and without limitation, describe your actual experience and related impacts with
respect to excess product inventory, product shortages, quality claims, raw material supply
and costs, supply chain disruptions, and interruption of delivery services or other business
operations.
6.Please add risk factor disclosure relating to your dependence on a limited number of
customers or suppliers, as appropriate. In this regard, we note disclosure elsewhere that a
single customer accounted for 29% of your revenues in 2021. Refer to Item 4 of Form F-1
and Item 3.D of Form 20-F.
7.We note disclosure that you will be a controlled company based on the ownership of Lew
Capital following the offering. Please revise your risks factors to highlight potential
conflicts of interest related to the management roles, controlling shareholding interests,
and family relationship of Chee Hoong Lew and Chee Seong Lew.
Developments in the social, political, regulatory and economic environment in Malaysia...., page
17
8.Please expand your discussion of interest rates to specifically identify the impact of rate
increases on your operations and how your business has been affected.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations, page 32
9.Please discuss whether supply chain disruptions materially affect your outlook or business
goals. Specify whether these challenges have materially impacted your results of
operations or capital resources and quantify, to the extent possible, how your sales, profits,
and/or liquidity have been impacted. Revise to discuss known trends or uncertainties

 FirstName LastNameChee Hoong Lew
 Comapany NameWF Holding Ltd
 February 20, 2024 Page 3
 FirstName LastName
Chee Hoong Lew
WF Holding Ltd
February 20, 2024
Page 3
resulting from mitigation efforts undertaken, if any. Explain whether any mitigation
efforts introduce new material risks, including those related to product quality, reliability,
or regulatory approval of products.
Term Loans, page 34
10.Please revise your disclosure to describe material terms of the asset sale agreements over
Shariah compliant commodities and the legal charge over Win-Fung’s factory.
Additionally revise your related party transactions section to discuss the guarantees and
letter of subordination of advances from Win-Fung directors referenced here.
Critical Accounting Policies
Reveune Recognition, page 35
11.We note the year over year increase in Installation and maintenance service revenue;
however, your disclosed revenue recognition policy appears focused only on the
accounting for product sales.  Please expand your disclosure here, and within your
significant account policies (revenue recognition on page F-10) to describe your
recognition polices for installation and maintenance agreements.
Business, page 40
12.Please revise your disclosure to more fully describe the consultation, delivery, installation,
and repair and maintenance services that you provide.
Customers, Sales and Marketing, page 44
13.Please expand your disclosure to describe the current markets for your products and
services, clarifying the extent to which your customers are based in Malaysia or
elsewhere. Additionally describe your plans to expand into new international markets,
referenced elsewhere, including your expected timing, milestones, and material obstacles
to overcome.
Government Regulation, page 46
14.Please revise this section to more closely relate the description of regulation to your
business operations, products, and services. Include a description of (i) the material effects
of government regulations on your business and (ii) any environmental issues that may
affect your utilization of property, plants, and equipment. Refer to Item 4 of Form F-1 and
Items 4.B.8 and 4.D of Form 20-F.

 FirstName LastNameChee Hoong Lew
 Comapany NameWF Holding Ltd
 February 20, 2024 Page 4
 FirstName LastName
Chee Hoong Lew
WF Holding Ltd
February 20, 2024
Page 4
Related Party Transactions, page 58
15.We note references to related party sales, purchases, and rental income and expense.
Please revise disclosure in this section to provide the information required by Item 4 of
Form F-1 and Item 7.B of Form 20-F. Additionally disclose whether you intend to adopt a
policy regarding related party transactions and, if so, describe the material provisions
thereof.
16.Please file any related party agreement that constitutes a material contract pursuant to Item
601(b)(10) of Regulation S-K as an exhibit to your registration statement.
General
17.We note you are registering shares for both a primary and a secondary resale offering.
Please revise both prospectuses to address the following:

•Briefly describe the other offering, including the number of shares, on the cover page
of each prospectus;
•Include an explanatory note that describes both offerings, including any differences
in timing and pricing;
•Revise page 8 of the summary, which currently describes only the primary offering,
to also describe the resale offering and amount of shares being sold by the selling
shareholders;
•Provide appropriate risk factor disclosure regarding the potential impacts of the resale
offering on the company and investors; and
•Identify, by footnote or otherwise, the shareholders listed in your table of beneficial
ownership who are offering shares in the resale offering.

In addition, please revise the cover page of the resale prospectus to clarify whether the
resale offering is conditioned upon the initial public offering and/or Nasdaq listing.
18.We note disclosure on pages 68 and 78 indicating that your shareholders have agreed to a
six-month lockup, subject to certain exceptions. Please revise your disclosure to discuss
the exceptions to the lock-up agreement, clarifying how the resale offering is consistent
with the lock-up agreement.

 FirstName LastNameChee Hoong Lew
 Comapany NameWF Holding Ltd
 February 20, 2024 Page 5
 FirstName LastName
Chee Hoong Lew
WF Holding Ltd
February 20, 2024
Page 5
            Please contact Charles Eastman at 202-551-3794 or Hugh West at 202-551-3872 if you
have questions regarding comments on the financial statements and related matters. Please
contact Gregory Herbers at 202-551-8028 or Jennifer Angelini at 202-551-3047 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Kevin (Qixiang) Sun