SCHLUETER & ASSOCIATES, P.C.
5655 SOUTH YOSEMITE STREET, SUITE 350
GREENWOOD VILLAGE, CO 80111
TELEPHONE: +1-303-292-3883
FACSIMILE: +1-303-648-5663
Email: hfs@schlueterintl.com
September 29, 2023
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Attn: Heather Clark
Re: | Fenbo Holdings Limited |
Amendment No.1 to Registration Statement on Form F-1 | |
Filed September 11, 2023 | |
CIK No. 0001957001 |
Dear Ms. Clark:
We represent Fenbo Holdings Limited (“Registrant” and “Company”) as U.S. counsel. We are submitting herewith Amendment No.1 to the Registration Statement on Form F-1 (the “Registration Statement”) which is being filed via EDGAR simultaneously with this transmittal letter.
The purpose of this letter is to respond to the comment letter dated September 19, 2023, from the Division of Corporation Finance, Office of Energy & Transportation (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission” or “SEC”) relating to the above-referenced Registration Statement. For your convenience, the comment has been reproduced below, followed by the Registrant’s response.
Form F-1 filed September 11, 2023
Selling Shareholders, page A-8
1. | We note that 2,000,000 Ordinary Shares were purchased by the selling shareholders on August 11, 2023. We also note the sale of 2,000,000 Ordinary Shares to the selling shareholders on September 4, 2023. Please update the table to reflect the September 4, 2023 sale or revise for consistency. |
Response:
The table has been revised to reflect the September 4, 2023 sale.
See page A-8 of the Resale Prospectus.
On behalf of the Company, we appreciate your attention to this matter. If you have any questions or wish to discuss any matters with respect to the confidential submission, please do not hesitate to contact me at (303) 292-3883 (email: hfs@schlueterintl.com) or my colleague Celia Velletri at (303) 292-3883 (email: cv@schlueterintl.com). Regarding accounting matters, you may contact Dominic Chan of Centurion ZD CPA & Co. at +852 2126 2388 (email: dominic@czdcpa.com) in respect of any accounting issues.
Thanks in advance for your cooperation in connection with this matter.
Sincerely, | |||
/s/ Henry F. Schlueter | |||
c: | Fenbo Holdings Limited | ||
EF Hutton, division of Benchmark Investments, LLC | |||
Sichenzia Ross Ference LLP | |||
Centurion ZD CPA & Co. |