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                             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.
 Chee Hoong Lew
FirstName LastNameChee Hoong Lew
WF Holding  Ltd
Comapany20,
February  NameWF
            2024 Holding Ltd
February
Page 2 20, 2024 Page 2
FirstName LastName
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
 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
FirstName LastNameChee Hoong Lew
       of government regulations on your business and (ii) any environmental
issues that may
Comapany   NameWF
       affect          HoldingofLtd
              your utilization   property, plants, and equipment. Refer to Item
4 of Form F-1 and
       Items
February  20, 4.B.8 and 4.D
              2024 Page   3 of Form 20-F.
FirstName LastName
 Chee Hoong Lew
FirstName LastNameChee Hoong Lew
WF Holding  Ltd
Comapany20,
February  NameWF
            2024 Holding Ltd
February
Page 4 20, 2024 Page 4
FirstName LastName
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.
 Chee Hoong Lew
FirstName LastNameChee Hoong Lew
WF Holding  Ltd
Comapany20,
February  NameWF
            2024 Holding Ltd
February
Page 5 20, 2024 Page 5
FirstName LastName
       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