COVER 12 filename12.htm

Mega Fortune Company Limited

August 9, 2024

Confidential

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Re: Mega Fortune Company Limited

Confidential Submission of the Draft Registration Statement on Form F-1

Dear Sir/Madam,

Mega Fortune Company Limited, a foreign private issuer organized under the laws of the Cayman Islands (the “Company”), is hereby submitting a draft registration statement on Form F-1 (the “Draft Registration Statement”) relating to a proposed initial public offering in the United States of the Company’s ordinary shares, par value $0.0001 per share via EDGAR to the Securities and Exchange Commission (the “Commission”) for confidential review pursuant to the Jumpstart Our Business Startups Act (the “JOBS Act”). The Company confirms that it is an “emerging growth company” as defined in the JOBS Act and its securities have not been previously sold pursuant to an effective registration statement under the Securities Act of 1933, as amended.

The Company has included in this submission its consolidated financial statements as of September 30, 2023 and 2022 and for each of the two years ended September 30, 2023 and 2022. The Company has omitted from the Draft Registration Statement its unaudited interim consolidated financial statements and selected financial information as of March 31, 2024 and for the six months ended March 31, 2024 and 2023 as it reasonably expects that the omitted financial information will not be required at the time when the registration statement is publicly filed. 

As an emerging growth company, the Company has omitted selected financial information for the years before the year ended September 30, 2022.  In subsequent submission and depending on the timing of such submission, the Company plans to include, for the Staff’s review, audited consolidated financial statements for the year ended September 30, 2024. Prior to the distribution of a preliminary prospectus, the Company will amend the draft Registration Statement to include all financial statements required by Regulation S-X at the date of the amendment.

The Company also confirms that it will publicly file the registration statement previously submitted on a confidential basis at least 15 days prior to any road show in connection with the proposed offering.

We thank the Staff for its review of the foregoing and the Draft Registration Statement. If you have further comments, please feel free to contact our counsel Jeffrey Li at Jeffrey.li@fisherbroyles.com or by telephone at (703) 618-2503.

Very truly yours,

/s/ Siu Fung Tang

Siu Fung Tang, Chief Executive Officer

Enclosures
cc:	Jeffrey Li, FisherBroyles, LLP