SecProbe.io

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 WF International Limited

 No. 1110, 11th Floor, Unit 1, Building 7

 No. 477, Wanxing Road

 Chengdu, Sichuan, China, 610041

 +86 (28) 86210882

 September 30, 2025

 Via EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

 Office of Technology

 100 F Street, NE

 Washington, D.C., 20549

 Attention:

 Pearlyne Paulemon

 Re:

 WF International Limited (CIK No. 0001979610)

 Registration Statement on Form F-1, as amended

 Initially Filed on September 30, 2025

 File No. 333-290595

 Dear Ladies and Gentlemen:

 In accordance with Rule 461 of
the General Rules and Regulations under the Securities Act of 1933, as amended, WF International Limited hereby requests that the effectiveness
of the above-referenced Registration Statement on Form F-1, as amended, be accelerated to and that the Registration Statement become effective
at 4:30 p.m., Eastern Time, on October 6, 2025, or as soon thereafter as practicable.

 Very truly yours,

 WF International Limited

 By:
 /s/ Ke Chen

 Name:
 Ke Chen

 Title:
 Chief Executive Officer

CORRESP
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 September 30, 2025

 VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Re:

 WF International Limited

 Registration Statement on Form F-1

 (File No. 333-290595)

 Ladies and Gentlemen:

 Pursuant to Rule 461 under the
Securities Act of 1933, as amended (the "Securities Act"), The Benchmark Company, LLC or Axiom Capital Management, Inc. hereby
joins the request of WF International Limited that the effective date of the above-referenced Registration Statement on Form F-1 be declared
effective at 4:30 p.m. (Washington, D.C. time) on October 6, 2025, or as soon thereafter as practicable, or at such other time as the
Company or its outside counsel, Ellenoff Grossman & Schole LLP, request by telephone that such Registration Statement be declared
effective.

 In connection with this acceleration
request and pursuant to Rule 460 under the Securities Act, please be advised that there will be distributed to each placement agent or
dealer, who is reasonably anticipated to be invited to participate in the distribution of the securities, as many copies, as well as "e-red"
copies of the preliminary prospectus, as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

 The undersigned confirms that
it has complied with and will continue to comply with, and it has been informed or will be informed by participating dealers that they
have complied with or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in connection with
the above-referenced issue.

 Sincerely,

 The
Benchmark Company, LLC

 By:
 /s/ Michael Jacobs

 Name:
 Michael Jacobs

 Title:
 Head of Equity Capital Markets

 Axiom Capital Management, Inc.

 By:
 /s/ Liam Dalton

 Name:
 Liam Dalton

 Title:
 Chief Executive Officer

June 17, 2025
Ke Chen
Chief Executive Officer
WF International Ltd.
No. 1110, 11th Floor, Unit 1, Building 7, No. 477, Wanxing Road
Chengdu, Sichuan, China, 610041
Re:WF International Ltd.
Draft Registration Statement on Form F-1
Submitted June 9, 2025
CIK No. 0001979610
Dear Ke Chen:
            This is to advise you that we do not intend to review your registration statement.
            We request that you publicly file your registration statement at least two business
days prior to the requested effective date and time. Please refer to Rules 460 and 461
regarding requests for acceleration. We remind you that the company and its management are
responsible for the accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or absence of action by the staff.
            Please contact Pearlyne Paulemon at 202-551-8714 with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Richard I. Anslow

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 March 24, 2025

 VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Re:
 WF International Limited

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

 File No. 333-275382

 Ladies and Gentlemen:

 Pursuant to Rule 461 under the
Securities Act of 1933, as amended (the "Securities Act"), The Benchmark Company, LLC, as representatives of the underwriters
of the offering, hereby join the request of WF International Limited that the effective date of the above-referenced post-effective amendment
to the Registration Statement on Form F-1 be declared effective at 4:15 p.m. (Washington, D.C. time) on March 26, 2025, or as soon thereafter
as practicable, or at such other time as the Company or its outside counsel, Ellenoff Grossman & Schole LLP, request by telephone
that such Registration Statement be declared effective.

 In connection with this acceleration
request and pursuant to Rule 460 under the Securities Act, please be advised that there will be distributed to each underwriter or dealer,
who is reasonably anticipated to be invited to participate in the distribution of the securities, as many copies, as well as "e-red"
copies of the preliminary prospectus, as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

 The undersigned confirm that they
have complied with and will continue to comply with, and they have been informed or will be informed by participating dealers that they
have complied with or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in connection with
the above-referenced issue.

 Sincerely,

 The Benchmark Company, LLC

 By: /s/ Michael Jacobs

 Name:
Michael Jacobs

 Title:
Managing Director, Head of Equity Capital Markets

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 WF INTERNATIONAL LIMITED

 No. 1110, 11th Floor, Unit 1, Building 7

 No. 477, Wanxing Road

 Chengdu, Sichuan, China, 610041

 Tel: +86 (28) 86210882

 March 24, 2025

 VIA EDGAR

 U.S. Securities & Exchange Commission

 Division of Corporation Finance

 Office of Real Estate & Construction

 100 F Street, NE

 Washington, D.C. 20549

 Attn: Ronald (Ron) E. Alper

 Re:
 WF International Limited

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

 Filed on March 12, 2025

 File No. 333-275382

 Dear Mr. Alper:

 Pursuant to Rule 461 under the
Securities Act of 1933, as amended, WF International Limited hereby requests acceleration of effectiveness of the above referenced post-effective
amendment to the Registration Statement on Form F-1 so that it will become effective on March 26, 2025, at 4:15 p.m. Eastern Time, or
as soon thereafter as practicable.

 Very truly yours,

 /s/ Ke Chen

 Name: Ke Chen

 Title: Chief Executive Officer

 cc:
 Ellenoff Grossman & Schole LLP
Arentfox Schiff LLP

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WF International Ltd.

No. 1110, 11th Floor, Unit 1, Building 7, No. 477

Wanxing Road Chengdu, Sichuan, China 610041

Tel: +86 (28) 86210882

VIA EDGAR

February 19, 2025

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Real Estate & Construction

100 F Street, N.E.

Washington, D.C. 20549

    Attention:
    Ronald (Ron) E. Alper

    Re:
    WF International Ltd.

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

    Filed the date hereof

    File No. 333-275382

Dear Mr. Alper:

WF International Ltd. (the “Company,”
“we,” “our” or “us”) hereby submit this letter to the staff (the “Staff”,
“you” or “your”) of the U.S. Securities and Exchange Commission (the “Commission”),
in connection with the Post-Effective Amendment No. 1 to Registration Statement on Form F-1 (the “Post-Effective Amendment No.
1”) to be filed with the Commission on the date hereof.

On November 8, 2023, the Company filed a Registration Statement on Form F-1 (File No.333-275382) (as amended, the “Registration Statement”)
in connection with the initial public offering of its ordinary shares (the “Offering”). The Registration Statement was declared
effective by the Commission on December 20, 2024. The Nasdaq Stock Market LLC approved the listing of the Company’s ordinary shares
on the Nasdaq Capital Market on January 16, 2025. However, to date, no securities have been sold under the Registration Statement and
the Company has not consummated the Offering.

The Company and the underwriters
wish to proceed with the Offering. Therefore, the Company is filing this Post-Effective Amendment No. 1 to include its most recent audited
financial statements and update certain other information. No additional securities are registered under this Post-Effective Amendment
No. 1 and the terms of the Offering remain unchanged. All applicable registration fees were paid at the time of the original filing of
the Registration Statement.

We thank the Staff in advance for
its consideration of the foregoing and review of our filings related to the Offering. Should you have any questions, please do not hesitate
to contact our legal counsel, Richard I. Anslow, Esq., of Ellenoff Grossman & Schole LLP, at (212) 370-1300.

Sincerely,

By:
/s/ Ke Chen

Name:
Ke Chen

Title:
Chief Executive Officer

    cc:
    Ellenoff Grossman & Schole LLP

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December 20, 2024

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    WF International Limited

    Registration Statement on Form F-1

    Initially filed on November 8, 2023, as amended

Ladies and Gentlemen:

Pursuant to Rule 461 under the
Securities Act of 1933, as amended (the “Securities Act”), The Benchmark Company, LLC, as representatives of the underwriters
of the offering, hereby join the request of WF International Limited that the effective date of the above-referenced Registration Statement
on Form F-1 be declared effective at 4:00 p.m. (Washington, D.C. time) on December 20, 2024, or as soon thereafter as practicable, or
at such other time as the Company or its outside counsel, Ellenoff Grossman & Schole LLP, request by telephone that such Registration
Statement be declared effective.

In connection with this acceleration
request and pursuant to Rule 460 under the Securities Act, please be advised that there will be distributed to each underwriter or dealer,
who is reasonably anticipated to be invited to participate in the distribution of the securities, as many copies, as well as “e-red”
copies of the preliminary prospectus, as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

The undersigned confirm that they
have complied with and will continue to comply with, and they have been informed or will be informed by participating dealers that they
have complied with or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in connection with
the above-referenced issue.

Sincerely,

The Benchmark Company, LLC

By:
 /s/ Michael Jacobs

Name:
Michael Jacobs

Title:
 Managing Director, Head of Equity Capital Markets

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WF International Limited

No. 1110, 11th Floor, Unit 1, Building 7,

No. 477, Wanxing Road

Chengdu, Sichuan, China, 610041

Tel: +86 (28) 86210882

December 20, 2024

VIA EDGAR

U.S. Securities & Exchange Commission

Division of Corporation Finance

Office of Real Estate & Construction

100 F Street, NE

Washington, D.C. 20549

Attn: Ronald (Ron) E. Alper

    Re:
    WF International Limited

    Registration Statement on Form F-1

    Initially filed on November 8, 2023, as amended

    File No. 333-275382

Dear Mr. Alper:

Pursuant to Rule 461 under the
Securities Act of 1933, as amended, WF International Limited hereby requests acceleration of effectiveness of the above referenced Registration
Statement on Form F-1 so that it will become effective on December 20, 2024, at 4:00 p.m. Eastern Time, or as soon thereafter as practicable.

Very truly yours,

/s/ Ke Chen

Name: Ke Chen

Title: Chief Executive Officer

cc:
Ellenoff Grossman & Schole LLP

Arentfox Schiff LLP

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WF International Ltd.

No. 1110, 11th Floor, Unit 1, Building 7, No. 477

Wanxing Road Chengdu, Sichuan, China 610041

Tel: +86 (28) 86210882

VIA EDGAR

September 13, 2024

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Real Estate & Construction

100 F Street, N.E.

Washington, D.C. 20549

    Attention:
    Ronald (Ron) E. Alper

    Re:
    WF International Ltd.

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

    Filed August 29, 2024

    File No. 333-275382

Dear Mr. Alper:

WF International Ltd. (the “Company,”
“we,” “our” or “us”) hereby transmits our response to the comment letter received
from the staff (the “Staff”, “you” or “your”) of the U.S. Securities and Exchange
Commission (the “Commission”), dated September 11, 2024, regarding the Amendment No. 4 to Registration Statement on
Form F-1 (the “Registration Statement”) filed to the Commission on August 29, 2024.

For the Staff’s convenience,
we have repeated below the Staff’s comment in bold, and have followed each comment with the Company’s response. In response
to the Staff’s comments, the Company is filing via Edgar Amendment No. 5 to the Registration Statement (the “Amendment
No. 5”) simultaneously with the submission of this response letter.

Amendment No. 4 to Registration Statement on Form F-1 filed August
29, 2024

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

Our Backlog, page 64

    1.
    We note your disclosure on page 42 indicates many of your contracts have termination rights. Please revise your disclosure on page 64 to identify the amount of your backlog subject to termination rights.

‘In response to the Staff’s
comment, we have revised the disclosures on “Management’s Discussion and Analysis of Financial Condition and Results of
Operations” section on page 65 of the Amendment No. 5.

    2.

    We note the removal from the MD&A
    disclosure of the statement that you are not aware of any financial issues faced by any of your developer clients, nor have you
    experienced any delay or default on payments from these customers. If true, please add back the statement. If not, please revise to
    discuss any financial issues that have or may materially impact your operations and discuss any delays or defaults on payments.
    Please also revise the MD&A to discuss in greater detail the shift away from real estate. In this regard we note the that the
    portion of revenues generated from real estate property development projects decreased to 47.1% for the nine months ended June 30,
    2024 from 64.9% for the nine months ended June 30, 2023. Lastly, please provide additional disclosure in the MD&A regarding
    known trends, events and uncertainties regarding the real estate industry in China and any impact these trends could have upon your
    business.

    In response to the Staff’s comment, we have revised the disclosures in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section on pages 64 and 65 of the Amendment No. 5.

We thank the Staff in advance
for its consideration of the foregoing. Should you have any questions, please do not hesitate to contact our legal counsel, Richard I.
Anslow, Esq., of Ellenoff Grossman & Schole LLP, at (212) 370-1300.

    Sincerely,

    By:
    /s/ Ke Chen

    Name:
    Ke Chen

    Title:
    Chief Executive Officer

    cc:
    Ellenoff Grossman & Schole LLP

September 11, 2024
Ke Chen
Chief Executive Officer
WF International Ltd.
No. 1110, 11th Floor, Unit 1, Building 7, No. 477, Wanxing Road
Chengdu, Sichuan, China, 610041
Re:WF International Ltd.
Amendment No. 4 to Registration Statement on Form F-1
Filed August 29, 2024
File No. 333-275382
Dear Ke Chen:
            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 26, 2024 letter.
Amendment No. 4 to Registration Statement on Form F-1 filed August 29, 2024
Management's Discussion and Analysis of Financial Condition and Results of Operations
Our Backlog, page 64
1.We note your disclosure on page 42 indicates many of your contracts have termination
rights. Please revise your disclosure on page 64 to identify the amount of your backlog
subject to termination rights.
General
We note the removal from the MD&A disclosure of the statement that you are not aware
of any financial issues faced by any of your developer clients, nor have you experienced
any delay or default on payments from these customers. If true, please add back the
statement. If not, please revise to discuss any financial issues that have or may materially
impact your operations and discuss any delays or defaults on payments. Please also revise 2.

September 11, 2024
Page 2
the MD&A to discuss in greater detail the shift away from real estate. In this regard we
note the that the portion of revenues generated from real estate property development
projects decreased to 47.1% for the nine months ended June 30, 2024 from 64.9% for the
nine months ended June 30, 2023. Lastly, please provide additional disclosure in the
MD&A regarding known trends, events and uncertainties regarding the real estate
industry in China and any impact these trends could have upon your business.
            Please contact William Demarest at 202-551-3432 or Jennifer Monick at 202-551-3295 if
you have questions regarding comments on the financial statements and related matters. Please
contact Ronald (Ron) E. Alper at 202-551-3329 or Pam Howell at 202-551-3357 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Richard I. Anslow

CORRESP
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WF International Ltd.

No. 1110, 11th Floor, Unit 1, Building 7, No. 477

Wanxing Road Chengdu, Sichuan, China 610041

Tel: +86 (28) 86210882

VIA EDGAR

August 28, 2024

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Real Estate & Construction

100 F Street, N.E.

Washington, D.C. 20549

    Attention:
    Ronald (Ron) E. Alper

    Re:
    WF International Ltd.

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

    Filed June 25, 2024

    File No. 333-275382

Dear Mr. Alper:

WF International Ltd. (the “Company,”
“we,” “our” or “us”) hereby transmits our response to the comment letter received
from the staff (the “Staff”, “you” or “your”) of the U.S. Securities and Exchange
Commission (the “Commission”), dated June 26, 2024, regarding the Amendment No. 3 to Registration Statement on Form
F-1 (the “Registration Statement”) filed to the Commission on June 25, 2024.

For the Staff’s convenience,
we have repeated below the Staff’s comment in bold, and have followed each comment with the Company’s response. In response
to the Staff’s comments, the Company is filing via Edgar Amendment No. 4 to the Registration Statement (the “Amendment
No. 4”) simultaneously with the submission of this response letter.

Amendment No. 3 to Registration Statement on Form F-1 filed June
25, 2024

Recent Developments, page 14

    1.
    You
    disclose that you expect your revenues for the fiscal year ended September 30, 2024 to remain consistent with the fiscal year ended
    September 30, 2023. Please address the following:

    ●           In light of your 65% decrease in revenues for
    the six months ended March 31, 2024, please tell us your basis for this expectation. Your response should address, but not be limited
    to, actual activities subsequent to March 31, 2024 and status of the $24.1 million in contracted by not yet performed sales as of
    March 31, 2024. Reference is made to Item 10(b)(1) of Regulation S-K.

    ●
Please tell us how you determined it was unnecessary
to disclose an expectation of net income (loss) and earnings (loss) per share for the fiscal year ended September 30, 2024. Reference
is made to Item 10(b)(2) of Regulation S-K.

    ●
Please tell us how you determined your disclosure
provides investors with an understanding of the basis for and limitations of your projection. Reference is made to Item 10(b)(3) of Regulation
S-K.

We acknowledge the Staff’s comments and respectfully advise the Staff
that we have revised the disclosures in the “Recent Development” section on pages 14-15 of Amendment No. 4. We have removed
the projections-related disclosure and have updated our financial information to the latest available period end, including the unaudited
condensed balance sheets as of June 30, 2024, the unaudited condensed statements of operations and comprehensive income for the nine months
ended June 30, 2024, the unaudited condensed consolidated statements of changes in shareholders’ equity for the nine months ended
June 30, 2024, and the unaudited consolidated statements of cash flows for the nine months ended June 30, 2024. In response to the Staff’s
comment regarding the status of the amount in contracted but not yet performed sales as of March 31, 2024, we have included backlog information
in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section on pages 64-65
of Amendment No. 4.

    2.
    You disclose that your revenues for the six months ended March 31, 2024 decreased by approximately 65% as compared to revenues for the six months ended March 31, 2023. Please tell us what consideration you gave to balancing this revenue disclosure with a discussion of your expenses and/or net income for the six months ended March 31, 2024.

    We respectfully advise the Staff that we have provided unaudited consolidated financial statements for each of the nine-month periods ended June 30, 2024 and 2023 in Amendment No. 4 and have included a discussion of expenses and/or net income for the nine months ended June 30, 2024, in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section starting on page 66 of Amendment No. 4.

General

    3.
    We note the addition of the recent developments section beginning on page 14. Please update the disclosure in the risk factor, MD&A and business sections to specifically address these recent developments, including the risks and uncertainties to the company related to the decline in the sales of new residential properties in China in 2023 and significant decrease in revenues for the six months ended March 31, 2024, material trends, and the diversification of your business and focus on industrial projects.

    In response to the Staff’s comment, we have revised the disclosures
in the “Risk Factor” section on pages 41-42, the “Management’s Discussion and Analysis of Financial Condition
and Results of Operations” section on page 64, and the “Business” section on page 88 of Amendment No. 4.

We thank the Staff in advance
for its consideration of the foregoing. Should you have any questions, please do not hesitate to contact our legal counsel, Richard I.
Anslow, Esq., of Ellenoff Grossman & Schole LLP, at (212) 370-1300.

    Sincerely,

    By:
    /s/ Ke Chen

    Name:
    Ke Chen

    Title:
    Chief Executive Officer

    cc:
    Ellenoff Grossman & Schole LLP

United States securities and exchange commission logo
June 26, 2024
Ke Chen
Chief Executive Officer
WF International Ltd.
No. 1110, 11th Floor, Unit 1, Building 7, No. 477, Wanxing Road
Chengdu, Sichuan, China, 610041
Re:WF International Ltd.
Amendment No. 3 to Registration Statement on Form F-1
Filed June 25, 2024
File No. 333-275382
Dear Ke Chen:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Amendment No. 3 to Registration Statement on Form F-1 filed June 25, 2024
Recent Developments, page 14
1.You disclose that you expect your revenues for the fiscal year ended September 30, 2024
to remain consistent with the fiscal year ended September 30, 2023. Please address the
following:
•In light of your 65% decrease in revenues for the six months ended March 31, 2024,
please tell us your basis for this expectation. Your response should address, but not
be limited to, actual activities subsequent to March 31, 2024 and status of the $24.1
million in contracted by not yet performed sales as of March 31, 2024. Reference is
made to Item 10(b)(1) of Regulation S-K.
•Please tell us how you determined it was unnecessary to disclose an expectation of
net income (loss) and earnings (loss) per share for the fiscal year ended September
30, 2024. Reference is made to Item 10(b)(2) of Regulation S-K.

 FirstName LastNameKe Chen
 Comapany NameWF International Ltd.
 June 26, 2024 Page 2
 FirstName LastName
Ke Chen
WF International Ltd.
June 26, 2024
Page 2
•Please tell us how you determined your disclosure provides investors with an
understanding of the basis for and limitations of your projection. Reference is made
to Item 10(b)(3) of Regulation S-K.
2.You disclose that your revenues for the six months ended March 31, 2024 decreased by
approximately 65% as compared to revenues for the six months ended March 31,
2023. Please tell us what consideration you gave to balancing this revenue disclosure with
a discussion of your expenses and/or net income for the six months ended March 31,
2024.
General
3.We note the addition of the recent developments section beginning on page 14.  Please
update the disclosure in the risk factor, MD&A and business sections to specifically
address these recent developments, including the risks and uncertainties to the company
related to the decline in the sales of new residential properties in China in 2023 and
significant decrease in revenues for the six months ended March 31, 2024, material trends,
and the diversification of your business and focus on industrial projects.
            Please contact William Demarest at 202-551-3432 or Jennifer Monick at 202-551-3295 if
you have questions regarding comments on the financial statements and related matters. Please
contact Ronald (Ron) E. Alper at 202-551-3329 or Pam Howell at 202-551-3357 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Richard I. Anslow

CORRESP
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WF International Ltd.

No. 1110, 11th Floor, Unit 1, Building 7, No. 477

Wanxing Road Chengdu, Sichuan, China 610041

Tel: +86 (28) 86210882

VIA EDGAR

May 16, 2024

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Real Estate & Construction

100 F Street, N.E.

Washington, D.C. 20549

    Attention:
    Ronald
    (Ron) E. Alper

Re:
WF International Ltd.

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

Filed April 11, 2024

File No. 333-275382

Dear Mr. Alper:

WF International Ltd. (the “Company,”
“we,” “our” or “us”) hereby transmits our response to the comment letter received
from the staff (the “Staff”, “you” or “your”) of the U.S. Securities and Exchange
Commission (the “Commission”), dated May 7, 2024, regarding the Amendment No. 1 to Registration Statement on Form F-1
(the “Registration Statement”) filed to the Commission on April 11, 2024.

For the Staff’s convenience,
we have repeated below the Staff’s comment in bold, and have followed each comment with the Company’s response. In response
to the Staff’s comments, the Company is filing via Edgar Amendment No. 2 to the Registration Statement (the “Amendment
No. 2”) simultaneously with the submission of this response letter.

Amendment No. 1 to Registration Statement on Form F-1 filed April
11, 2024

Prospectus Summary

Our Corporate History and Structure, page 4

    1.
    Please revise to disclose the reasons for
    creating and incorporating WF International Nevada LLC in December 2023 here and elsewhere as appropriate.

In response to the Staff’s comment,
we have revised disclosures in the “Prospectus Summary” section on page 4 and in the “Corporate History and Structure”
section on page 60 of the Amendment No. 2.

Risk Factors, page 18

    2.
    Please revise the risk
    factor on page 32 regarding the failure to make adequate contributions to various employee benefit plans to clarify what you mean
    when you state you pay the social insurance premium and housing funds on a lower basis.

    In response
    to the Staff’s comment, we have revised the risk factor disclosures in the “Risk Factor” section on page 32 of
    the Amendment No. 2.

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

Liquidity and Capital Resources, page 68

3.
We refer you to note 8 of your audited financial statements
which indicates that you repaid two of your four short-term bank loans during December 2023 and January 2024. We further note there are
two loans that have not been specifically identified as being repaid and that such loans matured in December 2023. Please address the
following:

●
Please tell us and revise your filing to clarify from
what source you have repaid the $411,185 and $685,307 loans.

●
Please tell us and revise your filing to clarify the
status of the $479,714 and $342,654   loans. In that regard, please clarify if such loans have been repaid, extended, in
default, refinanced, or received some other action as of the date of your filing.

We respectfully advise the Staff that, the short-term bank loans in the amounts
of $411,185 and $685,307 were repaid in full through cash inflows from operations. The short-term loan in the amount of $479,714
with a maturity date of December 5, 2023 and the short-term loan in the amount of $342,654 with a maturity date of December 7, 2023 were
both fully repaid upon maturity in December 2023, through cash inflows from operations. In response to the Staff’s comment, we have
revised disclosures in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section
on page 68 and the note 8 of our audited financial statements on page F-24 of the Amendment No. 2.

We thank the Staff in advance
for its consideration of the foregoing. Should you have any questions, please do not hesitate to contact our legal counsel, Richard I.
Anslow, Esq., of Ellenoff Grossman & Schole LLP, at (212) 370-1300.

Sincerely,

By:
/s/ Ke Chen

Name:
Ke Chen

Title:
Chief Executive Officer

    cc:
    Ellenoff Grossman &
    Schole LLP

United States securities and exchange commission logo
May 7, 2024
Ke Chen
Chief Executive Officer
WF International Ltd.
No. 1110, 11th Floor, Unit 1, Building 7, No. 477, Wanxing Road
Chengdu, Sichuan, China, 610041
Re:WF International Ltd.
Amendment No. 1 to Registration Statement on Form F-1
Filed April 11, 2024
File No. 333-275382
Dear Ke Chen:
            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 November 7, 2023 letter.
Amendment No. 1 to Registration Statement on Form F-1 filed April 11, 2024
Prospectus Summary
Our Corporate History and Structure, page 4
1.Please revise to disclose the reasons for creating and incorporating WF International
Nevada LLC in December 2023 here and elsewhere as appropriate.
Risk Factors, page 18
2.Please revise the risk factor on page 32 regarding the failure to make adequate
contributions to various employee benefit plans to clarify what you mean when you state
you pay the social insurance premium and housing funds on a lower basis.

 FirstName LastNameKe Chen
 Comapany NameWF International Ltd.
 May 7, 2024 Page 2
 FirstName LastName
Ke Chen
WF International Ltd.
May 7, 2024
Page 2
Management's Discussion and Analysis of Financial Condition and Results of Operations
Liquidity and Capital Resources, page 68
3.We refer you to note 8 of your audited financial statements which indicates that
you repaid two of your four short-term bank loans during December 2023 and January
2024. We further note there are two loans that have not been specifically identified as
being repaid and that such loans matured in December 2023. Please address the following:
•Please tell us and revise your filing to clarify from what source you have repaid the
$411,185 and $685,307 loans.
•Please tell us and revise your filing to clarify the status of the $479,714 and $342,654
loans. In that regard, please clarify if such loans have been repaid, extended, in
default, refinanced, or received some other action as of the date of your filing.
            Please contact William Demarest at 202-551-3432 or Jennifer Monick at 202-551-3295 if
you have questions regarding comments on the financial statements and related matters. Please
contact Ronald (Ron) E. Alper at 202-551-3329 or Pam Howell at 202-551-3357 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Richard I. Anslow

CORRESP
1
filename1.htm

WF International Ltd.

No. 1110, 11th Floor, Unit 1, Building 7, No. 477

Wanxing Road Chengdu, Sichuan, China, 610041

Tel: +86 (28) 86210882

VIA EDGAR

April 11, 2024

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Real Estate & Construction

100 F Street, N.E.

Washington, D.C. 20549

    Attention:
    William Demarest

    Jennifer Monick

    Ronald (Ron) E. Alper

    Pam Howell

    Re:
    WF International Ltd.

    Registration Statement on Form F-1

    Filed November 8, 2023

    CIK No. 0001979610

Dear Mr. Alper:

WF International Ltd. (the “Company,”
“we,” “our” or “us”) hereby transmits our response to the comment letter received
from the staff (the “Staff”, “you” or “your”) of the U.S. Securities and Exchange
Commission (the “Commission”), dated November 17, 2023, regarding the Registration Statement on Form F-1 (the “Registration
Statement”) filed to the Commission on November 8, 2023.

For the Staff’s convenience,
we have repeated below the Staff’s comment in bold, and have followed the comment with the Company’s response.  In response
to the Staff’s comments, the Company is filing via Edgar Amendment No. 1 to Registration Statement (the “Amendment No.
1”) with this response letter.

Registration Statement on Form F-1 Filed November
8, 2023

Prospectus Cover Page, page 1

    1.
    Please revise to disclose Mr. Chen's ownership after the offering assuming the overallotment is exercised, in addition to the current disclosure.

In response to the Staff’s comment,
we have revised disclosures on the prospectus cover page of the Amendment No. 1.

General

    2.
    We note the changes you made to your disclosure appearing on the cover page and Risk Factor section relating to legal and operational risks associated with operating in China and PRC regulations. It is unclear to us that there have been changes in the regulatory environment in the PRC since the last draft registration statement amendment submitted on September 7, 2023, warranting revised disclosure to mitigate the challenges you face and related disclosures. The Sample Letters to China-Based Companies sought specific disclosure relating to the risk that the PRC government may intervene in or influence your operations at any time, or may exert control over operations of your business, which could result in a material change in your operations and/or the value of the securities you are registering for sale. We remind you that, pursuant to federal securities rules, the term “control” (including the terms “controlling,” “controlled by,” and “under common control with”) as defined in Securities Act Rule 405 means “the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract, or otherwise.” The Sample Letters also sought specific disclosures relating to uncertainties regarding the enforcement of laws and that the rules and regulations in China can change quickly with little advance notice. We do not believe that your revised disclosure referencing the PRC government’s intent to strengthen its regulatory oversight conveys the same risk. Please restore your disclosures in these areas to the disclosures as they existed in the last draft registration statement amendment submitted on September 7, 2023.

    In response to the Staff’s comment, we have restored the disclosures on the prospectus cover page, in the prospectus summary on pages 8, 11, and 13, and in the “Risk Factor” section on pages 18, 20-26 and 32 of the Amendment No. 1.

    3.
    We note that in your response to prior comment 1 you state the two leases were registered on September 27, 2023 and that you removed the prior risk factor disclosure. Please revise to provide clear disclosure throughout the filing of the prior failure to register the two lease agreements with the relevant government authorities. Please specify the governmental authorities with whom the leases were filed, any fines or penalties due to the failure to register, and whether this failure to register has or may in the future impact the other regulatory permissions you have received or will receive. Please add risk factor disclosure.

    In response to the Staff’s comment, we have restored and revised the risk factor disclosures in the “Risk Factor” section on page 35 of the Amendment No. 1.

We thank the Staff in advance
for its consideration of the foregoing. Should you have any questions, please do not hesitate to contact our legal counsel, Richard I.
Anslow, Esq., of Ellenoff Grossman & Schole LLP, at (212) 370-1300.

    Sincerely,

    By:
    /s/ Ke Chen

    Name:
    Ke Chen

    Title:
    Chief Executive Officer

    cc:
    Ellenoff Grossman & Schole LLP

United States securities and exchange commission logo
November 17, 2023
Ke Chen
Chief Executive Officer
WF International Ltd.
No. 1110, 11th Floor, Unit 1, Building 7, No. 477, Wanxing Road
Chengdu, Sichuan, China, 610041
Re:WF International Ltd.
Registration Statement on Form F-1
Filed November 8, 2023
File No. 333-275382
Dear Ke Chen:
            We have reviewed your registration statement and have the following comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form F-1 filed November 8, 2023
Prospectus Cover Page, page 1
1.Please revise to disclose Mr. Chen's ownership after the offering assuming the
overallotment is exercised, in addition to the current disclosure.
General
2.We note the changes you made to your disclosure appearing on the cover page and Risk
Factor section relating to legal and operational risks associated with operating in China
and PRC regulations. It is unclear to us that there have been changes in the regulatory
environment in the PRC since the last draft registration statement amendment submitted
on September 7, 2023, warranting revised disclosure to mitigate the challenges you face
and related disclosures. The Sample Letters to China-Based Companies sought specific
disclosure relating to the risk that the PRC government may intervene in or influence your
operations at any time, or may exert control over operations of your business, which could
result in a material change in your operations and/or the value of the securities you are

 FirstName LastNameKe Chen
 Comapany NameWF International Ltd.
 November 17, 2023 Page 2
 FirstName LastName
Ke Chen
WF International Ltd.
November 17, 2023
Page 2
registering for sale. We remind you that, pursuant to federal securities rules, the term
“control” (including the terms “controlling,” “controlled by,” and “under common control
with”) as defined in Securities Act Rule 405 means “the possession, direct or indirect, of
the power to direct or cause the direction of the management and policies of a person,
whether through the ownership of voting securities, by contract, or otherwise.” The
Sample Letters also sought specific disclosures relating to uncertainties regarding the
enforcement of laws and that the rules and regulations in China can change quickly with
little advance notice. We do not believe that your revised disclosure referencing the PRC
government’s intent to strengthen its regulatory oversight conveys the same risk. Please
restore your disclosures in these areas to the disclosures as they existed in the last draft
registration statement amendment submitted on September 7, 2023.
3.We note that in your response to prior comment 1 you state the two leases were registered
on September 27, 2023 and that you removed the prior risk factor disclosure.  Please
revise to provide clear disclosure throughout the filing of the prior failure to register the
two lease agreements with the relevant government authorities.  Please specify the
governmental authorities with whom the leases were filed, any fines or penalties due to
the failure to register, and whether this failure to register has or may in the future
impact the other regulatory permissions you have received or will receive.  Please add risk
factor disclosure.
            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 William Demarest at 202-551-3432 or Jennifer Monick at 202-551-3295 if
you have questions regarding the financial statements and related matters. Please contact Ronald
(Ron) E. Alper at 202-551-3329 or Pam Howell at 202-551-3357 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Richard I. Anslow

CORRESP
1
filename1.htm

WF International Ltd.

No. 1110, 11th Floor, Unit 1, Building 7,
No. 477

Wanxing Road Chengdu, Sichuan, China, 610041

Tel: +86 (28) 86210882

VIA EDGAR

November 7, 2023

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Real Estate & Construction

100 F Street, N.E.

Washington, D.C. 20549

    Attention:
    William Demarest

    Jennifer Monick

    Ronald (Ron) E. Alper

    Pam Howell

    Re:

    WF International Ltd.

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

    Submitted September 7, 2023

     CIK No. 0001979610

Dear Mr. Alper:

WF International Ltd. (the
“Company,” “we,” “our” or “us”) hereby transmits our
response to the comment letter received from the staff (the “Staff”, “you” or “your”)
of the U.S. Securities and Exchange Commission (the “Commission”), dated September 21, 2023, regarding the Draft
Registration Statement on Form F-1 submitted to the Commission on September 7, 2023.

For the Staff’s convenience,
we have repeated below the Staff’s comment in bold, and have followed the comment with the Company’s response. The
Company is live filing via Edgar a registration statement (the “Registration Statement”) revised pursuant to
the comment herein with this response letter.

Amended Draft Registration Statement on Form F-1 submitted
September 7, 2023

 General

    1.
    We note the risk factor disclosure added on page 36 that you failed to register two lease agreements with the relevant government authorities. Please provide additional information regarding this failure to register, including specifying the governmental authorities with whom the leases should have been filed. Please revise the Regulatory Permissions section on page 14 to add disclosure regarding this failure to register and clarify whether this failure to register impacts the regulatory permissions you have received.

We respectfully advise the Staff that
two lease agreements in question have been duly registered on September 27, 2023 and therefore we are no longer subject to the
risk related to our failure to register such lease agreements. We have removed this risk in the “Risk Factors” section
on page 36 of the Registration Statement.

We thank the Staff in advance
for its consideration of the foregoing. Should you have any questions, please do not hesitate to contact our legal counsel, Richard
I. Anslow, Esq., of Ellenoff Grossman & Schole LLP, at (212) 370-1300.

    Sincerely,

    By:
    /s/ Ke Chen

    Name:
    Ke Chen

    Title:
    Chief Executive Officer

    cc:
    Ellenoff Grossman & Schole LLP

United States securities and exchange commission logo
September 21, 2023
Ke Chen
Chief Executive Officer
WF International Ltd.
No. 1110, 11th Floor, Unit 1, Building 7, No. 477, Wanxing Road
Chengdu, Sichuan, China, 610041
Re:WF International Ltd.
Amended Draft Registration Statement on Form F-1
Submitted September 7, 2023
CIK No. 0001979610
Dear Ke Chen:
            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.
Amended Draft Registration Statement on Form F-1 submitted September 7, 2023
General
1.We note the risk factor disclosure added on page 36 that you failed to register two lease
agreements with the relevant government authorities.  Please provide additional
information regarding this failure to register, including specifying the governmental
authorities with whom the leases should have been filed.  Please revise the Regulatory
Permissions section on page 14 to add disclosure regarding this failure to register and
clarify whether this failure to register impacts the regulatory permissions you have
received.

 FirstName LastNameKe Chen
 Comapany NameWF International Ltd.
 September 21, 2023 Page 2
 FirstName LastName
Ke Chen
WF International Ltd.
September 21, 2023
Page 2
            You may contact William Demarest at 202-551-3432 or Jennifer Monick at 202-551-
3295 if you have questions regarding comments on the financial statements and related
matters.  Please contact Ronald Alper at 202-551-3329 or Pam Howell at 202-551-3357 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Richard I. Anslow

CORRESP
1
filename1.htm

WF
International Ltd.

No.
1110, 11th Floor, Unit 1, Building 7, No. 477

Wanxing
Road Chengdu, Sichuan, China, 610041

Tel:
+86 (28) 86210882

VIA
EDGAR

September
7, 2023

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Real Estate & Construction

100
F Street, N.E.

Washington,
D.C. 20549

    Attention:
    William Demarest

    Jennifer Monick

    Ronald (Ron) E. Alper

    Pam Long

Re:

WF International Ltd.

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

Filed August 16, 2023

 CIK No. 0001979610

Dear
Mr. Alper:

WF
International Ltd. (the “Company,” “we,” “our” or “us”) hereby
transmits our response to the comment letter received from the staff (the “Staff”, “you” or “your”)
of the U.S. Securities and Exchange Commission (the “Commission”), dated August 28, 2023, regarding Draft Registration
Statement on Form F-1 submitted to the Commission on August 16, 2023.

For
the Staff’s convenience, we have repeated below the Staff’s comments in bold, and have followed each comment with the Company’s
response. In response to the Staff’s comments, the Company is submitting via Edgar a revised registration statement (the “Revised
Registration Statement”) with this response letter.

Amendment
1 to Draft Registration Statement on Form F-1 filed August 16, 2023

Overview,
page 62

 1. We
                                            note your response to comment 3. Please address how recent developments in the Chinese real
                                            estate industry, such as the bankruptcy of other real estate companies doing business in
                                            China, may affect your current and future business.

In response to the Staff’s comment, we have revised our disclosure
in the “Prospectus Summary” section on page 9, the “Risk Factors” section on pages 36-38, the “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” section on page 64 and the “Regulation – Regulations
Relating to Tightening Real Estate Development Company Financing Policy” section on page 112 of the Revised Registration Statement.

Note
1-Nature of business and organization

Organization
and Reorganization, page F-35

 2. We
                                            note, from your response to comment 6, that you believe Ms. Ke Chen had effective control
                                            of WF International Limited (“WF”) from its inception. It appears your conclusion
                                            is based on the statements that WF was set up on March 2, 2023 with an intention to issue
                                            a controlling interest to Ms. Ke Chen (including her husband Jinshan Yao’s shares)
                                            and that Ms. Ke Chen held 70% of the voting power. In light of Emerald Investments ownership
                                            of 100% of the issued shares of WF from inception until May 22, 2023, please clarify for
                                            us how you concluded that Ms. Ke Chen had effective control of WF prior to May 22, 2023 and
                                            that Ms. Ke Chen held 70% of the voting power. Within your response, please reference the
                                            authoritative accounting literature management relied upon in its determination that Ms.
                                            Ke Chen had control of WF prior to May 22, 2023.

We respectfully
advise the Staff that the Company believes Ms. Ke Chen had effective control of WF International Limited (“WF”) prior
to May 22, 2023, pursuant to ASC 810-10-15-8. This accounting standard provides that a shareholder with less than 50% of the outstanding
voting shares may still exercise control through agreements with other shareholders.

Specifically,
pursuant to the board resolutions of Chengdu Shanyou HVAC Engineering Co., Ltd. (“Shanyou HVAC”) on October 10, 2022,
which approved Shanyou HVAC to seek an initial public offering in the U.S. and related reorganization plan, Ms. Ke Chen and her spouse
would own 70% and Emerald Investments International, LLC (“Emerald Investment”), which is controlled by Ms. Ni Jiang,
would own 30% of the shares of WF. As part of the reorganization plan, Ms. Chen and Ms. Jiang verbally agreed that that Ms. Jiang would
temporarily hold 70% of the shares of WF on behalf of Ms. Chen, who has the ultimate voting and investment control over such shares.
Ms. Jiang and Ms. Chen further verbally agreed that, during the period when Ms. Ni Jiang held 100% of the shares of WF, Ms. Ni may only
manage WF’s matters consistent with the pre-approved reorganization process and will obtain Ms. Chen’s written approval for
any matters falling outside of those necessary to complete the reorganization process.

Based
on the agreements between Ms. Chen and Ms. Jiang, although Ms. Chen held less than 50% of WF’s outstanding voting shares from its
inception until May 22, 2023, the Company believes she had effective control over WF pursuant to ASC 810-10-15-8.

In
addition, the Company believes Ms. Chen’s effective control over WF was also supported by the fact that, the initial public offering
of Shanyou HVAC and related reorganization plan was under the direction and approval of Ms. Chen, who was then a controlling shareholder
and sole director of Shanyou HVAC.

We
thank the Staff in advance for its consideration of the foregoing. Should you have any questions, please do not hesitate to contact our
legal counsel, Richard I. Anslow, Esq., of Ellenoff Grossman & Schole LLP, at (212) 370-1300.

Sincerely,

By:
/s/ Ke Chen

Name:
Ke Chen

Title:
Chief Executive Officer

cc:
Ellenoff Grossman & Schole
LLP

United States securities and exchange commission logo
August 28, 2023
Ke Chen
Chief Executive Officer
WF International Ltd.
No. 1110, 11th Floor, Unit 1, Building 7, No. 477, Wanxing Road
Chengdu, Sichuan, China, 610041
Re:WF International Ltd.
Amendment No. 1 to Draft Registration Statement on Form F-1
Submitted August 16, 2023
CIK No. 0001979610
Dear Ke Chen:
            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.  Unless we note otherwise, our references to prior comments are to comments in our
July 27, 2023 letter.
Amendment 1 to Draft Registration Statement on Form F-1 filed August 16, 2023
Overview, page 62
1.We note your response to comment 3.  Please address how recent developments in the
Chinese real estate industry, such as the bankruptcy of other real estate companies doing
business in China, may affect your current and future business.

 FirstName LastNameKe Chen
 Comapany NameWF International Ltd.
 August 28, 2023 Page 2
 FirstName LastName
Ke Chen
WF International Ltd.
August 28, 2023
Page 2
Note 1-Nature of business and organization
Organization and Reorganization, page F-35
2.We note, from your response to comment 6, that you believe Ms. Ke Chen had effective
control of WF International Limited ("WF") from its inception. It appears your conclusion
is based on the statements that WF was set up on March 2, 2023 with an intention to issue
a controlling interest to Ms. Ke Chen (including her husband Jinshan Yao’s shares) and
that Ms. Ke Chen held 70% of the voting power.  In light of Emerald Investments
ownership of 100% of the issued shares of WF from inception until May 22, 2023, please
clarify for us how you concluded that Ms. Ke Chen had effective control of WF prior to
May 22, 2023 and that Ms. Ke Chen held 70% of the voting power. Within your response,
please reference the authoritative accounting literature management relied upon in its
determination that Ms. Ke Chen had control of WF prior to May 22, 2023.
            You may contact William Demarest at 202-551-3432 or Jennifer Monick at 202-551-
3295 if you have questions regarding comments on the financial statements and related
matters.  Please contact Ronald (Ron) E. Alper at 202-551-3329 or Pam Long at 202-551-
3765 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Richard I. Anslow

CORRESP
1
filename1.htm

WF International Ltd.

No. 1110, 11th Floor, Unit 1, Building 7,
No. 477,

Wanxing Road Chengdu, Sichuan, China, 610041

Tel: +86 (28) 86210882

VIA EDGAR

August 16, 2023

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Real Estate & Construction

100 F Street,
N.E.

Washington, D.C. 20549

Attention:
William Demarest

Jennifer Monick

Ronald (Ron) E. Alper

Pam Long

Re:   WF International Ltd.

Draft Registration Statement on
Form F-1 Filed

June 30, 2023

CIK No. 0001979610

Dear Mr. Alper:

 WF International Ltd. (the “Company,”
“we,” “our” or “us”) hereby transmits our response to the comment letter received
from the staff (the “Staff”, “you” or “your”) of the U.S. Securities and Exchange
Commission (the “Commission”), dated July 27, 2023, regarding Draft Registration Statement on Form F-1 submitted to
the Commission on June 30, 2023.

For the Staff’s convenience,
we have repeated below the Staff’s comments in bold, and have followed each comment with the Company’s response. In response
to the Staff’s comments, the Company is submitting via Edgar a revised registration statement (the “Revised Registration
Statement”) with this response letter.

Draft Registration Statement on Form
F-1 submitted June 30, 2023

Cover Page

 1. We
                                            note your disclosure regarding the Accelerated Holding Foreign Companies Accountable Act.
                                            Please also disclose the location of your auditor’s headquarters.

Response to Comment No. 1: In response
to the Staff’s comment, we have revised our disclosure on the prospectus cover page of the Revised Registration Statement.

Enforceability of Civil Liabilities

Enforcement of Judgments/Enforcement
of Civil Liabilities, page 58

 2. We
                                            note your disclosures on pages 57 and 58 regarding uncertainty as to the enforcement of judgements
                                            and civil liabilities against you, your officers or directors. Please identify each officer
                                            and director located in China or Hong Kong against whom it will be more difficult to enforce
                                            liabilities and enforce judgments. Also, please include similar disclosures in your risk
                                            factor “Certain judgments obtained against us by our shareholders may not be enforceable”
                                            on page 50.

Response
to Comment No. 2: In response to the Staff’s comment, we have revised our disclosure in
the “Risk Factor” section on page 50 and in the “Enforceability of Civil Liabilities” section on page 57 of the
Revised Registration Statement.

Management’s
Discussion and Analysis of Financial Condition and Results of Operations Overview, page 62

 3. We
                                            note disclosure that strict financial regulations imposed on the real estate market in 2022
                                            contributed to the 26.1% decrease in revenues for fiscal year ended September 30, 2022, but
                                            that you expect revenues for 2023 and beyond to continue to recover. Please address whether
                                            the strict financial regulations remain in place and whether you expect that they will continue
                                            to impact your revenue, including whether you expect they will continue to impact either
                                            your existing business or the retail market that you plan to expand into and that you believe
                                            will support your future growth.

Response
to Comment No. 3: In response to the Staff’s comment, we have revised our disclosure in
the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section on page 62 and the
“Regulations” section on page 100 of the Revised Registration Statement.

Management

Directors,
Director Nominees and Executive Officers, page 103

 4. We
                                            note that you have provided a description of the business experience of Siqi Chen for periods
                                            prior to December 2020. Please provide updated information for more recent business experience
                                            and activities in and outside of the company, including any other directorships.

Response to Comment No. 4:
In response to the Staff’s comment, we have revised our disclosure regarding the business experience of Siqi Chen in the “Management”
section on page 111 of the Revised Registration Statement.

Consolidated
Financial Statements as of and for the fiscal years ended September 30, 2022 and 2021

Consolidated
Statements of Operations and Comprehensive (Loss) Income, page F-4

 5. We
                                            note your line item for other finance cost. Please clarify for us the nature of this line
                                            item. Please revise your filing to include an accounting policy for the significant items
                                            within other finance cost, or tell us how you determined such disclosure is unnecessary.

 Response to Comment No. 5:
In response to the Staff’s comment, we respectfully advise the Staff that other finance costs represented costs directly associated
with the Company’s loans and factoring activities, including guarantee fees, agent fees for factorings and service fees charged
by banks. we have revised our disclosure on page F-43 of the Revised Registration Statement to include our accounting policy for other
finance costs.

Note 1- Nature of business and
organization Organization and Reorganization, page F-7

 6. Your
                                            disclosure seems to indicate that before and after reorganization, the registrant, WF International
                                            Limited (“WF”), and Chengdu Shanyou HVAC Engineering Co., Ltd. (“Shanyou
                                            HVAC”) were controlled by the same shareholders, and therefore the reorganization is
                                            considered as a recapitalization of entities under common control in accordance with Accounting
                                            Standards Codification (“ASC”) 805-50-25. Please clarify for us how you determined
                                            these two entities had the same controlling shareholder before the reorganization and the
                                            ownership percentage held by such shareholder. Within your response, please clarify who controlled
                                            WF when it, through WFOE, acquired the initial 5% of Shanyou HVAC, who controlled WF when
                                            it, through WFOE, acquired the remaining 95% of Shanyou HVAC, who controlled Shanyou HVAC
                                            prior to the sale of the initial 5% interest to WFOE, and who controlled Shanyou HVAC prior
                                            to the sale of the remaining 95% interest to WFOE. Your response should include your basis
                                            in U.S. GAAP for your determination of who controlled a specific entity at a specific point
                                            in time.

Response
to Comment No. 6: We respectfully advise the Staff that WF International Limited (“WF”) is s a holding Company established
for the purpose of initial public offering   for Chengdu
Shanyou HVAC Engineering Co., Ltd. (“Shanyou HVAC”) in the U.S.

WF was set up on March 2, 2023, with
a capital structure of 100,000 shares, of which the Company intended to issue 70,000 and 30,000 shares, respectively, to Ms. Ke Chen (including
her husband Jinshan Yao’s 19,000 shares) and Emerald Investment International (“Emerald Investment”).

On March 2, 10,000 shares were issued
to Emerald Investment and the remaining 20,000 and 70,000 shares were issued to Emerald Investment, and Ke Chen (including 19,000 shares
to her husband), respectively, on May 22, 2023.

We believe Ms. Ke Chen had an effective
control of WF from inception to the date of the reorganization, holding 70% of the voting power of WF. Ms. Ke Chen also held 95.83% of
the voting power of Shanyou HVAC prior to the initial acquisition of 5% of Shanyou HVAC on May 8, 2023 and 90.83% of the voting power
prior to the sale of 95% of Shanyou HVAC on May 29, 2023.

Since Ms. Ke Chen has more than 50%
of voting power in both WF and Shanyou HVAC before and after the reorganization, including before and after the acquisition of Shanyou
HVAC, the reorganization is considered a recapitalization of entities under common control, and the financial statements were presented
using historical costs in accordance with ASC 805.

Note 2 - Summary of significant
accounting policies Contract assets and contract liabilities, page F-10

 7. We
                                            note your disclosure that costs and estimated earnings in excess of billings of project is
                                            due to the difference between the cost and the actual cost confirmed by the
                                            output method. Please clarify for us and in your filing what is meant by “cost”
                                            and “actual cost” in this context, or tell us why revisions are unnecessary.

Response to Comment No. 7:
We respectfully advise the Staff that the Company has included contract fulfilment costs in the presentation of contract assets and has
thus reclassified contract fulfilment costs from contract assets, net on pages F-31 and F-34 and revised the related disclosure on pages
F-38, F-46 and F-47 of the Revised Registration Statement. The Company has added accounting policy on contract fulfilment costs on page
F-38 of the Revised Registration Statement.

Please see our response to Comment
No. 8 below for clarification on reclassification.

 8. We
                                            note your disclosure that contract liabilities consist of the portion of the carry-over cost
                                            that exceeds the actual cost of the project. Please clarify the meaning of this statement
                                            for us and in your filing, or tell us why revisions are unnecessary.

Response to Comment No. 8:
We respectfully advise the Staff that the Company has included accrued contract costs in the presentation of contract liabilities and
thus reclassified accrued contract costs from contract liabilities to accrued liabilities on pages F-31 and F-34 and revised related disclosure
on pages F-38 and F-46 to F-47.

Due to the aforementioned reclassifications,
the Company also takes into the consideration of ASC 250-10-50-7 through 11 on correction of an error in previously issued financial statements
and SAB No. 99 Topic 1M Materiality. In accordance of SAB No. 99 Topic 1M, “The omission or misstatement of an item in a financial
report is material if, in the light of surrounding circumstances, the magnitude of the item is such that it is probable that the judgment
of a reasonable person relying upon the report would have been changed or influenced by the inclusion or correction of the item”.

As of September 30, 2022 and 2021,
the Company reclassified $4,189,127 and $3,423,441, respectively, from contract assets to contract fulfilment costs. Both contract assets
and contract fulfilment costs are within current assets accounts. For the fiscal years ended September 30, 2022 and 2021, the Company
reclassified cash outflow of $1,193,547 and $2,285,571, respectively, from changes in contract assets to changes in contract fulfilment
costs. Both changes in contract assets and changes in contract fulfilment costs are within net cash provided by (used in) operating activities.

As of September 30, 2022 and 2021,
the Company reclassified $67,338 and $169,984, respectively, from contract liabilities to accrued liabilities. Both contract liabilities
and accrued liabilities are within current liabilities accounts. For the fiscal years ended September 30, 2022 and 2021, the Company reclassified
cash outflow of $94,041 and $222,996, respectively, from changes in contract liabilities to changes in accrued liabilities. Both changes
in contract liabilities and changes in accrued liabilities are within net cash provided by (used in) operating activities.

Management believes the above
reclassifications are not a material misstatement because:

1)       both
contract assets and contract fulfilment costs are within current assets accounts. The corrections had no impact on the Company’s
current assets for each period presented;

2)       both
changes in contract assets and changes in contract fulfilment costs are within net cash provided by (used in) operating activities. The
corrections had no impact on the Company’s net cash provided by (used in) operating activities for each period presented;

3)       both
contract liabilities and accrued liabilities are within current liabilities accounts. The corrections had no impact on the Company’s
current assets for each period presented;

4)       both
changes in contract liabilities and changes in accrued liabilities are within net cash provided by (used in) operating activities. The
corrections had no impact on the Company’s net cash provided by (used in) operating activities for each period presented;

5)       the
corrections do not have any effect on revenues, retained earnings, equity, total assets or current assets, total liabilities or current
liabilities in the consolidated statements of financial positions or any per-share amounts for each period presented;

6)       the
corrections do not change earnings, or hide a failure to meet analysts’ consensus expectations for the Company, or affect the Company’s
compliance with regulatory requirements or loan covenants or other contractual requirement, or have an effect of increasing management’s
compensation; and

7)       the
corrections do not involve concealment of an unlawful transaction.

Based on the above analysis, the Company does not consider that the judgment
of a reasonable person relying upon the previously filed consolidated statements of balances sheets and cash flows would have been changed
or influenced by the inclusion or correction made to such statements. Therefore, the Company has concluded that the corrections are immaterial.

    1

In order to properly disclose the
classifications made to the Company’s consolidated statements of balance sheets and cash flows, the Company has revised the disclosure
on page F-44 of the Revise Registration Statement.

We thank the Staff in advance for
its consideration of the foregoing. Should you have any questions, please do not hesitate to contact our legal counsel, Richard I. Anslow,
Esq., of Ellenoff Grossman & Schole LLP, at (212) 370-1300.

Sincerely,

By:
/s/ Ke Chen

Name:
Ke Chen

Title:
Chief Executive Officer

    cc:
    Ellenoff Grossman &
    Schole LLP

United States securities and exchange commission logo
July 27, 2023
Ke Chen
Chief Executive Officer
WF International Ltd.
No. 1110, 11th Floor, Unit 1, Building 7, No. 477, Wanxing Road
Chengdu, Sichuan, China, 610041
Re:WF International Ltd.
Draft Registration Statement on Form F-1
Filed June 30, 2023
CIK No. 0001979610
Dear Ke Chen:
            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 June 30, 2023
Cover Page
1.We note your disclosure regarding the Accelerated Holding Foreign Companies
Accountable Act. Please also disclose the location of your auditor’s headquarters.

 FirstName LastNameKe Chen
 Comapany NameWF International Ltd.
 July 27, 2023 Page 2
 FirstName LastName
Ke Chen
WF International Ltd.
July 27, 2023
Page 2
Enforceability of Civil Liabilities
Enforcement of Judgments/Enforcement of Civil Liabilities, page 58
2.We note your disclosures on pages 57 and 58 regarding uncertainty as to the enforcement
of judgements and civil liabilities against you, your officers or directors. Please identify
each officer and director located in China or Hong Kong against whom it will be more
difficult to enforce liabilities and enforce judgments. Also, please include similar
disclosures in your risk factor "Certain judgments obtained against us by our shareholders
may not be enforceable" on page 50.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Overview, page 62
3.We note disclosure that strict financial regulations imposed on the real estate market in
2022 contributed to the 26.1% decrease in revenues for fiscal year ended September 30,
2022, but that you expect revenues for 2023 and beyond to continue to recover. Please
address whether the strict financial regulations remain in place and whether you expect
that they will continue to impact your revenue, including whether you expect they will
continue to impact either your existing business or the retail market that you plan to
expand into and that you believe will support your future growth.
Management
Directors, Director Nominees and Executive Officers, page 103
4.We note that you have provided a description of the business experience of Siqi Chen for
periods prior to December 2020. Please provide updated information for more recent
business experience and activities in and outside of the company, including any other
directorships.
Consolidated Financial Statements as of and for the fiscal years ended September 30, 2022 and
2021
Consolidated Statements of Operations and Comprehensive (Loss) Income, page F-4
5.We note your line item for other finance cost.  Please clarify for us the nature of this line
item.  Please revise your filing to include an accounting policy for the
significant items within other finance cost, or tell us how you determined such disclosure
is unnecessary.
Note 1- Nature of business and organization
Organization and Reorganization, page F-7
6.Your disclosure seems to indicate that before and after reorganization, the registrant, WF
International Limited ("WF"), and Chengdu Shanyou HVAC Engineering Co., Ltd.
(“Shanyou HVAC”) were controlled by the same shareholders, and therefore the
reorganization is considered as a recapitalization of entities under common control in

 FirstName LastNameKe Chen
 Comapany NameWF International Ltd.
 July 27, 2023 Page 3
 FirstName LastName
Ke Chen
WF International Ltd.
July 27, 2023
Page 3
accordance with Accounting Standards Codification (“ASC”) 805-50-25.  Please clarify
for us how you determined these two entities had the same controlling shareholder before
the reorganization and the ownership percentage held by such shareholder. Within your
response, please clarify who controlled WF when it, through WFOE, acquired the initial
5% of Shanyou HVAC, who controlled WF when it, through WFOE, acquired the
remaining 95% of Shanyou HVAC, who controlled Shanyou HVAC prior to the sale of
the initial 5% interest to WFOE, and who controlled Shanyou HVAC prior to the sale of
the remaining 95% interest to WFOE. Your response should include your basis in U.S.
GAAP for your determination of who controlled a specific entity at a specific point in
time.
Note 2 - Summary of significant accounting policies
Contract assets and contract liabilities, page F-10
7.We note your disclosure that costs and estimated earnings in excess of billings of project
is due to the difference between the cost and the actual cost confirmed by the output
method.  Please clarify for us and in your filing what is meant by "cost" and "actual cost"
in this context, or tell us why revisions are unnecessary.
8.We note your disclosure that contract liabilities consist of the portion of the carry-over
cost that exceeds the actual cost of the project.  Please clarify the meaning of this
statement for us and in your filing, or tell us why revisions are unnecessary.
            You may contact William Demarest at 202-551-3432 or Jennifer Monick at 202-551-
3295 if you have questions regarding comments on the financial statements and related
matters.  Please contact Ronald (Ron) E. Alper at 202-551-3329 or Pam Long at 202-551-3765
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Richard I. Anslow