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: [email protected]

March 3, 2023

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attn: Kate Beukenkamp

Dear Ms. Beukenkamp,

Please accept this letter as the response of Roma Green Finance Ltd (“Registrant” or “Company”) to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) with respect to the Company’s Amendment No. 3 to Draft Registration Statement on Form F-1 confidentially submitted to the Commission on December 31, 2022 (the “Registration Statement”). The Company is concurrently confidentially submitting with the Commission Amendment No. 4 to the Draft Registration Statement (the “Revised Registration Statement”), which includes changes in response to the Staff’s comments.

For your convenience, the comments have been reproduced below, followed by the Registrant’s response.

Amendment No. 3 to Draft Registration Statement on Form F-1 Submitted December 21, 2022

Explanatory Note , page i

Response:

The Prospectus Summary has been further revised to provide that we have no cash management policies or procedures and conforming changes have been made elsewhere in the prospectus.

Preliminary Prospectus Cover Page, page 1

2. You state that the shares held by the Pre-IPO Investors are being registered “in this prospectus.” Please revise to indicate that the shares are being registered in the separate resale prospectus.

Response:

The cover page has been revised to provide that the shares held by the Pre-IPO Investors are being registered in the resale prospectus.

U.S. Securities and Exchange Commission

March 3, 2023

Page 2

Recent Regulatory Development in the PRC, page 20

Response:

The Registrant is not a Chinese operating company but a holding company incorporated in the Cayman Islands. As a holding company with no material operations of its own, the Registrant conducts its operations in Hong Kong through its subsidiary, Roma Risk Advisory Limited, incorporated in Hong Kong and Roma Advisory Pte. Ltd., incorporated in Singapore. Neither of these companies have any nexus to or material operations in the PRC. Because the Registrant is not a Chinese company on the basis of discussions with PRC counsel it does not believe it is subject to regulation in China. However, the Registrant has revised the disclosure to provide that in the opinion of our Hong Kong and PRC counsel, we are also currently not required to obtain any pre-approval from Chinese authorities (including those in Hong Kong) to list on a U.S. stock exchange, including the NASDAQ and further that if it were to become subject to PRC laws and/or authorities it could incur material costs to ensure compliance and experience devaluation of its Ordinary Shares or possibly delisting.

Enforceability of Civil Liabilities, page 39

Response:

The disclosure is in this section relating our auditors has been deleted.

General

Response:

The disclosure in the Registration Statement has been revised to provide for conforming changes regarding the status of the Statement of Protocol Agreement between the PCAOB and the China Securities Regulatory Commission and Ministry of Finance.

Response:

The resale prospectus has been revised to provide the above referenced cross-reference to the consolidated financial statements.

U.S. Securities and Exchange Commission

March 3, 2023

Page 3

Response:

The Registration Statement has been revised to include a placeholder for the initial public offering price, as well as the most recent trading price. The Registrant will include this information in the Rule 424(b) prospectus filed in connection with this resale offering.

The Company respectfully requests the Staff’s assistance in completing its review of the Revised Registration Statement as soon as possible. If you have any questions regarding the foregoing or desire further information or clarification, please do not hesitate to contact the undersigned at (303) 868-3382.

Thank you for your review.