United States securities and exchange commission logo





                              January 25, 2024

       Xiaoqiu Zhang
       Chief Executive Officer
       Park Ha Biological Technology Co., Ltd.
       50 Xiuxi Road, Building 3, 14th floor
       Binhu District, Wuxi City, Jiangsu Province
       People   s Republic of China 214135

       Park Ha Biological Technology Co., Ltd.

                                                        Re: Park Ha Biological
Technology Co., Ltd.
                                                            Draft Registration
Statement on Form F-1
                                                            Submitted December
29, 2023
                                                            CIK No. 0001986247

       Dear Xiaoqiu Zhang:

                                                        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.                                                   We note your disclosure
that    We are subject to certain legal and operational risks
                                                        associated with having
substantially all business operations in China. Such risks may
                                                        include changes in the
legal, political, and economic policies of the Chinese government,
                                                        the relations between
China and the United States, and Chinese or United States
                                                        regulations that may
materially and adversely affect our business, financial condition,
                                                        results of operations
and the market price of the Ordinary Shares. Any such changes could
                                                        significantly limit or
completely hinder our ability to offer or continue to offer securities
                                                        to investor and could
cause the value of offered securities to significantly decline or
                                                        become worthless.
Please revise to clarify that the legal and operational risks generally
 Xiaoqiu Zhang
FirstName  LastNameXiaoqiu  Zhang
Park Ha Biological Technology Co., Ltd.
Comapany
January 25,NamePark
            2024     Ha Biological Technology Co., Ltd.
January
Page 2 25, 2024 Page 2
FirstName LastName
         associated with having substantially all of your business operations
in China, not just
         certain changes, could result in a material change in your operations,
not just your
         business generally or results of operations. Your prospectus summary
should address, but
         not necessarily be limited to, the risks highlighted on the prospectus
cover page.
2.       We note the following statements: "As of the date of this prospectus,
none of our
         subsidiaries has made any dividends or other distributions to Park Ha
Cayman, neither has
         Park Ha Cayman made any dividends or other distributions to its
shareholders" and that
         "During the fiscal years ended October 31, 2022 and 2021 and during
the period since
         October 31, 2022 until the date of this prospectus, there has not been
any assets or cash
         transfer between Park Ha Cayman and any of its subsidiaries or among
any of its
         subsidiaries." Please revise to state whether any transfers,
dividends, or distributions have
         been made to date, not just for the past two fiscal years through the
date of the prospectus,
         from Park Ha Cayman to any of its subsidiaries specifically, and
quantify the amounts
         where applicable.
Prospectus Summary
Our Products, page 4

3.       We note that your products are not drug products or considered
regenerative medicine and
         have not received any medical authority   s approval. Please revise
your
         disclosure to explain why approvals from any medical authorities are
not necessary.
Transfers of Cash to and from our Subsidiaries, page 4

4.       In the Prospectus Summary specifically, quantify any cash flows and
transfers of other
         assets by type that have occurred between the holding company and its
subsidiaries, and
         direction of transfer, to date, not just for the past two fiscal years
through the date of the
         prospectus. Quantify any dividends or distributions that a subsidiary
have made to the
         holding company and which entity made such transfer, and their tax
consequences. Your
         disclosure should make clear if no transfers, dividends, or
distributions have been made to
         date. Describe any restrictions on foreign exchange and your ability
to transfer cash to
         U.S. investors. Describe any restrictions and limitations on your
ability to distribute
         earnings from the company, including your subsidiaries, to U.S.
investors.
Our Franchise Model, page 5

5.       We note that the Company had 49 franchises at the end of your 2022
fiscal year and 40 at
         the end of your 2023 fiscal year. Please revise to explain the
decrease in the number of
         franchises. Please also revise to name the four franchises that
operate under a different
         brand name.
Research and Development, page 5

6.       We note the technology service agreement between Park Ha Jiangsu and
Jiangnan
         University, mentioned on page 4. Please revise here and in the
Business section to state
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FirstName  LastNameXiaoqiu  Zhang
Park Ha Biological Technology Co., Ltd.
Comapany
January 25,NamePark
            2024     Ha Biological Technology Co., Ltd.
January
Page 3 25, 2024 Page 3
FirstName LastName
         the fees incurred to date and, given the agreement expires this year,
whether there is any
         plan to renew the agreement and a brief statement regarding the
consequences to your
         business if it is not renewed. We note that any intellectual property
that arises from the
         collaboration between Park Ha Jiangsu and Jiangnan University will be
co-owned, "but
         mainly by Jiangnan University." Please provide a summary of the
material terms of the
         technology service agreement and specify the Company's rights to the
intellectual
         properties produced under the agreement. If any intellectual property
has been generated
         to date please revise to describe the intellectual property, including
whether a separate
         license agreement was entered for the intellectual property and, if
so, describe the
         terms thereof and file such agreement as an exhibit pursuant to Item
601(b)(10) of
         Regulation S-K.
Risk Factor Summary, page 7

7.       In your summary of risk factors, disclose the risks that your
corporate structure and having
         substantially all of the company   s operations in China poses to
investors. In particular,
         describe the significant regulatory, liquidity, and enforcement risks
with cross-references
         to the more detailed discussion of these risks in the prospectus. For
example, specifically
         discuss risks arising from the legal system in China, including risks
and uncertainties
         regarding the enforcement of laws and that rules and regulations in
China can change
         quickly with little advance notice; and the risk that the Chinese
government may intervene
         or influence your operations at any time, or may exert more control
over offerings
         conducted overseas and/or foreign investment in China-based issuers,
which could result
         in a material change in your operations and/or the value of the
securities you are
         registering for sale. Acknowledge any risks that any actions by the
Chinese government to
         exert more oversight and control over offerings that are conducted
overseas and/or foreign
         investment in China-based issuers could significantly limit or
completely hinder your
         ability to offer or continue to offer securities to investors and
cause the value of such
         securities to significantly decline or be worthless.
Risks and Challenges, page 7

8.       We note you face challenges involved in your business operation,
competition, and
         marketing efforts. Here and on page 76, please further discuss these
specific challenges
         and any others that the Company faces.
Risk Factors, page 20

9.       Given the Chinese government   s significant oversight and discretion
over the conduct and
         operations of your business, please revise to describe any material
impact that
         intervention, influence, or control by the Chinese government has or
may have on your
         business or on the value of your securities. Highlight separately the
risk that the Chinese
         government may intervene or influence your operations at any time,
which could result in
         a material change in your operations and/or the value of your
securities. Also, given recent
         statements by the Chinese government indicating an intent to exert
more oversight and
 Xiaoqiu Zhang
FirstName  LastNameXiaoqiu  Zhang
Park Ha Biological Technology Co., Ltd.
Comapany
January 25,NamePark
            2024     Ha Biological Technology Co., Ltd.
January
Page 4 25, 2024 Page 4
FirstName LastName
         control over offerings that are conducted overseas and/or foreign
investment in China-
         based issuers, acknowledge the risk that any such action could
significantly limit or
         completely hinder your ability to offer or continue to offer
securities to investors and
         cause the value of such securities to significantly decline or be
worthless. Further,
         throughout your registration statement please clarify that the same
risks that apply to your
         subsidiaries within the PRC also apply to your Hong Kong based
company. We remind
         you that, pursuant to federal securities rules, the term "control"
(including the terms
         "controlling," "controlled by," and "under common control with") 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."
10.      We note that Ms. Zhang Xiaoqiu, your founder, chairman and chief
executive officer, will
         continue to own more than 50% of your total voting power. If true,
please add risk factor
         disclosure that Ms. Zhang Xiaoqiu will be able to determine the
outcome of future
         corporate actions including the election of directors. Also disclose
all material risks
         associated with your largest shareholder being your chief executive
officer. For example,
         please address the potential for conflicts of interest and the impact
on internal controls.
11.      We note your statement on page 6: "For the year ended October 31,
2021, three suppliers
         accounted for approximately 21.13%, 15.72% and 10.20% of our total
purchases,
         respectively. For the year ended October 31, 2022, two suppliers
accounted for
         approximately 37.98% and 11.91% of our total purchases, respectively."
Please revise the
         risk factor on pages 47-48, or elsewhere in the risk factors, to
describe the risks associated
         with your dependence on a small number of suppliers and the
consequences of a loss of
         one or more such suppliers, to the extent material. We also note that
on page 71 you show
         that 76% of your accounts receivable were attributable to five
customers for the year
         ended October 31, 2022. Please add additional risk factor disclosure
concerning your
         concentration of customers as well.
Risk Factors
"We are an emerging growth company...", page 50

12.      We note your disclosure that you have elected to opt-out of complying
with any new or
         revised financial accounting standards until such date that a private
company is otherwise
         required to comply with such new or revised accounting standards.
However, we further
         note that you did not check the box on the cover page to confirm that
you have made this
         selection. Please address this inconsistency and also disclose your
election with your
         other disclosures regarding the implications of being an emerging
growth company
         throughout the Form F-1.
Capitalization, page 58

13.      Please revise your presentation to agree with your Consolidated
Balance Sheet for the
         most recent period presented. In this regard, you disclose that total
shareholders    equity is
 Xiaoqiu Zhang
FirstName  LastNameXiaoqiu  Zhang
Park Ha Biological Technology Co., Ltd.
Comapany
January 25,NamePark
            2024     Ha Biological Technology Co., Ltd.
January
Page 5 25, 2024 Page 5
FirstName LastName
         $123,317 as of October 31, 2022, whereas the Consolidated Balance
sheet reports total
         shareholders    equity of $150,277 as of October 31, 2022.
Dilution, page 59

14.      Please tell us how you calculated historical net tangible book value
as of your most recent
         balance sheet date. In this regard, we note that as of October 31,
2022, you have
         intangible assets, net of $9,349 and deferred IPO offering costs of
$58,353.
Coronavirus ("COVID-19") updates, page 62

15.      We note that the outbreak of COVID-19 has had a continued impact on
the Company's
         operations and supply chain, to include the first quarter of 2023.
Please revise this section,
         and your risk factor on page 38, to include disclosure relating to any
impact the pandemic
         has had on the Company's operations more recently. If there has been
no impact, please
         state such.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Trends and Key Factors that Affect Operating Results, page 63

16.      Given the significant impact the number of contracts with customers
for your franchisees
         is stated to have on revenue, please provide a rollforward of your
franchisee contracts that
         discloses new franchises during the period and any discontinued or
terminated franchises.
         Further, reconcile your statement on page 7 that you had 48 stores,
both owned and
         franchises, as of October 31, 2022, which is an increase of 7 from
October 31, 2021, with
         your disclosures on page 5 that you had 40 and 49 franchises as of
October 31, 2021 and
         October 31, 2022, respectively, in addition to the 2 stores you own.
Address this
         comment throughout your filing in which you discuss the number of
stores you own and
         the number of franchises.
Results of Operations, page 64

17.      Please provide a more comprehensive discussion and analysis of your
operating results
         that includes specific, material factors positively and negatively
impacting each material
         line item along with an analysis of those material factors. For
revenue, ensure you also
         discuss and quantify the extent to which changes in pricing, volume
and/or the
         introduction of new products contributed to fluctuations. To the
extent that a change in
         the mix of products has impacted your profit measure, provide an
explanation for what the
         change entails and whether you expect the change to continue into the
future. When
         multiple factors positively and/or negatively impact a line item,
ensure you quantify the
         impact of each factor. Refer to Item 303(b)(2) of Regulation S-K and
Section 501.12.b. of
         the Financial Reporting Codification (i.e., Release 33-8350, Section
III.B.) for guidance.
Liquidity and Capital Resources, page 65

18.      Please expand your disclosure to clarify where the cash is located.
 Xiaoqiu Zhang
Park Ha Biological Technology Co., Ltd.
January 25, 2024
Page 6
19.      We note your disclosures that management believes you have sufficient
funds to meet
         your working capital requirements and debt obligations, which appears
to conflict with the
         auditor   s report and your disclosures in Note 2 on page F-8. Please
revise your
         disclosures to clearly and consistently characterize your liquidity
situation and your ability
         to meet your obligations.
Critical Accounting Policies, page 67

20.      The disclosures of your critical accounting policies and estimates
appear to be a repetition
         of your significant accounting policies. Please revise your
disclosures to identify the
         critical estimates used to prepare your consolidated financial
statements and provide
         investors with an understanding as to what the critical estimates
being made are and how
         the uncertainty associated with those estimates may impact your
consolidated financial
         statements to comply with the guidance in Section 501.14 of the
Financial Reporting
         Codification. Ensure your disclosures sufficiently explain to
investors what the critical
         estimate is; the uncertainties associated with the critical estimates;
the methods and
         assumptions used the make the critical estimates, including an
explanation as to how you
         arrived at the assumptions used; the events or transactions that could
materially impact the
         assumptions made; and how reasonably likely changes to those
assumptions could impact
         your consolidated financial statements. Provide investors with
quantified information to
         the extent meaningful and available.
Our Online to Offline ("O2O") Model, page 86

21.      We note your disclosure on page 86 concerning your Online to Offline (
  O2O   ) model.
         Please revise to further explain what this means.
Business
Our Competition, page 88

22.      We note that you face "intense competition from similar businesses"
and that your
         competitors are "established multinational and domestic brands."
Please revise to identify
         these competitors and discuss the difficulties you face and how this
competition may
         impact your business.
Intellectual Property, page 88

23.    We note your statement that your third-party manufacturers own the
formula of your
       products. Please revise here, and in the related risk factor on page 33,
to describe in
       further detail the implications of this arrangement, including the
consequences of the
FirstName LastNameXiaoqiu Zhang
       termination of one or more of these relationships and the terms of the
agreements with
Comapany
       theseNamePark    Ha Biological
              manufacturers. File suchTechnology    Co.,asLtd.
                                        as agreements      exhibits pursuant to
Item 601(b)(10) of
JanuaryRegulation  S-K 6or advise.
         25, 2024 Page
FirstName LastName
 Xiaoqiu Zhang
FirstName  LastNameXiaoqiu  Zhang
Park Ha Biological Technology Co., Ltd.
Comapany
January 25,NamePark
            2024     Ha Biological Technology Co., Ltd.
January
Page 7 25, 2024 Page 7
FirstName LastName
Regulations Relating to Cosmetic Products, page 93

24.      Please revise this section to clarify the distinctions between special
cosmetics, general
         cosmetics, ordinary cosmetics, special purpose cosmetics, and
non-special purpose
         cosmetics. Please also provide examples of "new effects" that would be
claimed by
         special cosmetics.
25.      We note that you "will become the applicant for registration or
record-filing of cosmetics
         under the Supervision Regulations." Please explain this application
process and any
         material steps taken in furtherance of the application.
Regulations, page 93

26.      Throughout this section, please revise to provide further information
regarding how the
         Company was or is currently impacted by specific regulations. In this
regard, we note that,
         in many instances, you state that you are "in compliance with laws
discussed in this
         section" but please include steps taken by the Company to ensure
compliance and how the
         Company complies with the relevant regulations.
Regulations on Foreign Investment in China, page 97

27.      Please revise to provide support for your statement on page 98 that
establishment of
         wholly foreign-owned enterprises is generally allowed and, in fact,
encouraged.
Regulations on Employment, page 106

28.      We note your statement here that you do not pay social insurance for
some of your
         employees. We also note your statement on page 45 that all of your
Operating
         Subsidiaries have made social insurance and housing fund contributions
in full for their
         employees. Please reconcile these statements or advise. We note the
risk factor on pages
         45-46 provides the fees and fines generally payable as a result of
failing to make such
         contributions, which are in part dependent on the outstanding amount.
To the extent that
         you have not paid such contributions in full please revise this risk
factor to approximate
         the fee you would owe based on your particular circumstances.
Additionally, on page 106
         you state that employers and employees are also required to pay and
deposit housing
         funds and that you do not pay and deposit housing funds for some of
your
         employees. Please revise to include similar risk factor disclosure
concerning any fees or
         fines payable as a result of this non-compliance.
Management, page 108

29.      We note that Xinyu Li, your CTO, is listed as an executive officer.
You also state on page
         110 that you    have entered into employment agreements with each of
[y]our executive
         officers.    Please file the employment agreement with Xinyu Li as an
exhibit.
 Xiaoqiu Zhang
FirstName  LastNameXiaoqiu  Zhang
Park Ha Biological Technology Co., Ltd.
Comapany
January 25,NamePark
            2024     Ha Biological Technology Co., Ltd.
January
Page 8 25, 2024 Page 8
FirstName LastName
Description of Share Capital, page 113

30.      Please provide the following information required by Item 10.B.6 of
Form 20-F, as
         required by Item 4 of Form F-1: "Describe any limitations on the
rights to own securities,
         including the rights of non-resident or foreign shareholders to hold
or exercise voting
         rights on the securities imposed by foreign law or by the charter or
other constituent
         document of the company or state that there are no such limitations if
that is the case."
Taxation, page 127

31.      On page 129, you "urge" U.S. Holders to consult their own tax advisors
regarding the
         application of U.S. federal taxation. As investors are entitled to
rely on your disclosure,
         please revise to eliminate this and any similar disclaimers throughout
this section. You
         may recommend that investors consult their own advisors with respect
to the
         personal tax consequences of the transaction, which may vary. For
guidance, refer to
         Section III.D. of Staff Legal Bulletin No. 19.
Note 2 - Summary of Significant Accounting Policies
Revenue Recognition, page F-10

32.      Regarding your product sales, please provide the disclosures required
by ASC 606-10-50-
         12, 50-17 and 50-19 for the beauty products and/or devices performance
obligations for
         each type of customer. In this regard, it appears as though you have
customers at your
         owned store locations, online sales, and also sales to franchisees.
With regard to products
         purchased by your franchisees, provide more specific details about the
terms of these sales
         to address whether these are consignment sales. Also, provide a
discussion of the various
         forms of variable consideration along with the significant judgments
and estimates in
         estimating the transaction price as it relates to variable
consideration. Refer to ASC 606-
         10-50-17 and 50-20.
33.      For your franchise agreements, please expand your disclosures to
clearly state the
         performance obligations under these agreements and your accounting for
each
         performance obligation to the extent that you have multiple
performance obligations
         including how the transaction price is allocated. In this regard, we
note your disclosures
         on page 86 that in addition to the franchise license for IP, you also
provide monthly
         training courses for your franchisees    beauticians and also the
franchisees. Also provide
         disclosures regarding your accounting for variable consideration. In
this regard, we note
         your disclosures on page 86 that you offer special franchise discount
advertisements.
         Refer to ASC 606-10-50-12 and 50-17 through 50-20. As part of your
response, tell us
         why you did not recognize any franchise fees during fiscal year 2021
when you are stated
         to have entered into five franchise agreements during fiscal year
2021.
 Xiaoqiu Zhang
FirstName  LastNameXiaoqiu  Zhang
Park Ha Biological Technology Co., Ltd.
Comapany
January 25,NamePark
            2024     Ha Biological Technology Co., Ltd.
January
Page 9 25, 2024 Page 9
FirstName LastName
Note 5 - Loans Receivable, page F-13

34.      Please expand your disclosures to state the payment terms of the loans
and the amount of
         loans that are past due, if any. Please also provide sufficient
information to reconcile the
         carrying amount on the balance sheet of these loans with the amount of
cash outflows
         reflected on the consolidated statement of cash flows.
Note 12 - Related Party Transactions, page F-16

35.      Please expand your disclosures to include the amount of revenues
recognized from related
         parties. Refer to ASC 850-10-50-1.
Note 17 - Income Tax, page F-20

36.      Please expand your disclosures to clearly disclose the gross amount of
deferred tax assets
         (i.e., net operating loss carryforward) and the total amount of
valuation allowance
         recognized.
Undertakings, page II-2

37.      Please revise to provide the undertakings required by Item 512(a)(2),
(3) and (4) of
         Regulation S-K.
General

38.      Please supplementally provide us with copies of all written
communications, as defined in
         Rule 405 under the Securities Act, that you, or anyone authorized to
do so on your behalf,
         present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or
         not they retain copies of the communications.
       Please contact Tracey Houser at 202-551-3736 or Terence O'Brien at
202-551-3355 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Benjamin Richie at 202-551-7857 or Margaret Sawicki at 202-551-7153
with any other
questions.



                                                                Sincerely,

                                                                Division of
Corporation Finance
                                                                Office of
Industrial Applications and
                                                                Services
cc:      William S. Rosenstadt