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                                March 8, 2024

       Elvis Diao
       President
       Kioni Holdings Ltd
       114 Lavender Street, #08-72 CT Hub 2
       Singapore 338729

                                                        Re: Kioni Holdings Ltd
                                                            Registration
Statement on Form S-1
                                                            Filed February 12,
2024
                                                            File No. 333-277004

       Dear Elvis Diao:

                                                        We have reviewed your
registration statement and have the following comment(s).

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe a comment applies to your
facts and circumstances
       or do not believe an amendment is appropriate, please tell us why in
your response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to this letter, we may have additional comments.

       Registration Statement on Form S-1 filed February 12, 2024

       Cover Page

   1.                                                   We note your disclosure
that Mr. Diao holds all 60,000 shares of common stock
                                                        outstanding and will
therefore continue to own more than 50% of outstanding shares even
                                                        if all shares in this
offering are sold. Please disclose Mr. Diao's controlling interest on the
                                                        prospectus cover page,
quantifying the percentage of his interest assuming the sale of all
                                                        50,000 shares, and
acknowledge that he will have the ability to determine the outcome of
                                                        matters requiring
shareholder approval. Make conforming revisions in the prospectus
                                                        summary and risk
factors sections.
   2.                                                   Please clarify whether
you have made any arrangements to place the funds from this
                                                        offering in an escrow,
trust, or similar account. If you have not made any of these
                                                        arrangements, state
this fact and describe the effect on investors. Refer to Item
                                                        501(b)(8)(iii) of
Regulation S-K.
 Elvis Diao
FirstName  LastNameElvis Diao
Kioni Holdings  Ltd
Comapany
March      NameKioni Holdings Ltd
       8, 2024
March2 8, 2024 Page 2
Page
FirstName LastName
Prospectus Summary
Our Business, page 1

3.       Where you discuss your "modest revenue from operations," please revise
to quantify the
         revenues you have generated. Disclose your monthly "burn rate" and the
month in which
         you will run out of funds without additional capital. Lastly, in the
discussion of your
         auditor's going concern opinion, you state that your net loss was $950
as of December 31,
         2023, while the financial statements indicate that your net loss and
accumulated deficit as
         of December 31, 2023 was $12,950. Please revise for consistency.
Risk Factors, page 4

4.       Please add a risk factor that acknowledges, if true, your dependence
on third-party
         suppliers to provide services to your current and anticipated
customers and discusses any
         associated risks. In this regard, we note your disclosure elsewhere
that you have been
         "arranging...consultants to deliver [y]our services" and have entered
into service
         agreements with an IT service provider and a financial consulting
company.
We will incur ongoing costs and expenses for SEC reporting and compliance...,
page 9

5.       Please reconcile your statement that, "The costs associated with being
a publicly traded
         company in the next 12 months will be approximately $25,000," with the
indication in the
         Use of Proceeds section that $10,000 will be dedicated to "SEC
reporting and
         compliance" under all offering proceed scenarios.
Use of Proceeds, page 10

6.       Please clarify the nature and scope of Mr. Diao's agreement to loan
additional funds to the
         company. In this section, you state that he has agreed to loan funds
solely "to complete the
         registration process," but on page 18 you disclose that Mr. Diao has
agreed to loan funds
         "to implement [y]our business plan." Further, you state here that this
commitment is "non-
         binding and discretionary," while page 1 suggests that you have a
"loan commitment"
         from him and page F-8 indicates that he "has agreed" to provide a
loan. Revise here and
         elsewhere throughout the prospectus, including the prospectus summary,
to consistently
         indicate whether Mr. Diao has entered into a written or verbal
agreement with respect to
         his commitment to loan additional funds and the amount of funds he has
agreed to loan. If
         he has entered into a written or verbal agreement, remove conflicting
disclosure
         suggesting that there is "no contract in place" and that the
arrangement is "non-binding."
Dilution, page 11

7.       Please show us how you calculated the net tangible book deficit per
share before the
         offering. Additionally, please explain why $5,600 was deducted for the
website
         development intangible asset, as opposed to the $5,700 presented in
your balance sheet as
         of December 31, 2023 on page F-2.
 Elvis Diao
FirstName  LastNameElvis Diao
Kioni Holdings  Ltd
Comapany
March      NameKioni Holdings Ltd
       8, 2024
March3 8, 2024 Page 3
Page
FirstName LastName
Description of Our Business
Customers, page 14

8.       We note that you have generated limited revenues and state on page 5
that you have "a
         few customers to start." If true, please revise to acknowledge here
your dependence on
         such customers and discuss the material terms of any arrangements with
them. Refer to
         Item 101(h)(4)(vi) of Regulation S-K. For example, please clarify
whether your existing
         customers have entered into a "three-month service agreement with the
Company" that
         you state will be "typically" entered into with customers elsewhere in
your Business
         disclosure.
Agreements, page 15

9.       Please revise to briefly describe the material terms of your
agreements with Arpa Infinity
         Limited and GTH Corporate Services Limited. For example, discuss your
obligations to
         accept services from and provide payments (i.e. costs and fees) to
these third-party
         suppliers. Please file the agreements as exhibits to the registration
statement or tell us why
         you are not required to do so. Refer to Item 601(b)(10) of Regulation
S-K.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Liquidity and Capital Resources, page 18

10.      You state in this section that, "If we raise 25% of the money from
this offering, we believe
         it will fund operations for approximately three months...If we raise
100% of money from
         this offering, we believe the money will last for one year..." This
conflicts with your
         disclosure elsewhere throughout the registration statement that 25% of
the maximum
         offering proceeds, or $25,000, is the minimum amount sufficient to
implement your plan
         of operations for the next twelve months. Please revise this statement
or advise.
Certain Relationships and Related Transactions, page 22

11.      Please revise to disclose any consideration paid by Mr. Diao for the
issuance of the 60,000
         shares of common stock discussed in this section. Additionally, we
note your disclosure
         elsewhere that Mr. Diao provides the company with a workstation at no
cost and has
         verbally agreed to loan the company certain amounts. Please supplement
this section to
         disclose such arrangements and provide the information called for by
Item 404(a) of
         Regulation S-K with respect to them. Refer to Item 404(d) of
Regulation S-K.
Market for Common Equity and Related Stockholder Matters, page 23

12.      Please remove or revise your statement that, "We anticipate upon the
effectiveness of the
         registration statement that [a] market maker will file an application
on our behalf in order
         to be quoted on the [OTCQB]" to align with your disclosure elsewhere
that you will seek
         quotation on the OTCQB only after the offering is complete and that
there have been no
         commitments from a market maker to date.
 Elvis Diao
FirstName  LastNameElvis Diao
Kioni Holdings  Ltd
Comapany
March      NameKioni Holdings Ltd
       8, 2024
March4 8, 2024 Page 4
Page
FirstName LastName
Report of Independent Registered Public Accounting Firm, page F-1

13.      Your auditor references your balance sheets from inception November
28, 2023 to
         December 31, 2023 in the first paragraph of the audit report. Please
have your auditor
         revise their report to identify the correct financial statements that
have been audited. Refer
         to PCAOB AS 3101.08(b).
Statement of Cash Flows, page F-5

14.      Please tell us how you determined the cash proceeds from common stock
subscription
         represent operating activities, as opposed to financing activities.
Refer to ASC 230-10-45-
         14.
Notes to the audited financial statements
Note 3 - Summary of Significant Accounting Policies
Revenue Recognition, page F-7

15.      You state that you recognize revenue in accordance with ASC 605.
Please revise your
         financial statements and revenue recognition accounting policy as
necessary to conform to
         the guidance in ASC 606. Refer to ASC 606-10-S65-1.
Item 16. Exhibits, page II-2

16.      You indicate that an opinion regarding the legality of the shares
being registered is "filed
         herein" as Exhibit 5.1, but this does not appear to be the case.
Please file such an opinion
         as an exhibit to the registration statement. Refer to Item 601(b)(5)
of Regulation S-K.
17.      Please have your auditor revise their consent in Exhibit 23.2 to
include a statement
         acknowledging the reference of their name as an expert in accounting
and auditing on
         page 26 of the filing. Refer to Rule 436 of Regulation C.
General

18.      We note that the forum selection provision in Article X, Section 3 of
your by-laws
         identifies the Court of Chancery of the State of Delaware as the
exclusive forum for
         certain litigation, including any "derivative action." Please disclose
whether this provision
         applies to derivative actions arising under the Securities Act or
Exchange Act. In this
         regard, we note that Section 27 of the Exchange Act creates exclusive
federal jurisdiction
         over all suits brought to enforce any duty or liability created by the
Exchange Act or the
         rules and regulations thereunder, and Section 22 of the Securities Act
creates concurrent
         jurisdiction for federal and state courts over all suits brought to
enforce any duty or
         liability created by the Securities Act or the rules and regulations
thereunder. If the
         provision applies to Securities Act claims, please also revise your
prospectus to state that
         there is uncertainty as to whether a court would enforce such
provision and that investors
 Elvis Diao
Kioni Holdings Ltd
March 8, 2024
Page 5
         cannot waive compliance with the federal securities laws and the rules
and regulations
         thereunder. If this provision does not apply to actions arising under
the Securities Act or
         Exchange Act, please ensure that the exclusive forum provision in the
governing
         documents states this clearly.
        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 Ta Tanisha Meadows at 202-551-3322 or Suying Li at
202-551-3335 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Rebekah Reed at 202-551-5332 or Donald Field at 202-551-3680 with any
other
questions.



FirstName LastNameElvis Diao                                   Sincerely,
Comapany NameKioni Holdings Ltd
                                                               Division of
Corporation Finance
March 8, 2024 Page 5                                           Office of Trade
& Services
FirstName LastName