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October 2, 2023
Chen Yuanhang
Chief Executive Officer
LVPAI GROUP Ltd
50 West Liberty Street, Suite 880
Reno, Nevada 89501
Re:LVPAI GROUP Ltd
Form 10-K for the fiscal year ended January 31, 2023
Filed May 25, 2023
Response dated May 15, 2023
File No. 033-20966
Dear Chen Yuanhang:
            We have reviewed your May 15, 2023 response to our comment letter and have the
following comments.  In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
February 24, 2023 letter.
Annual Report on Form 10-K for the fiscal year ended January 31, 2023
General
1.Refer to prior comment 1.  Please provide prominent disclosure about the legal and
operational risks associated with a majority of your directors and officers based in or
having significant ties to China.  Your disclosure should make clear whether these risks
could result in a material change in your search for a target company and/or the value of
the securities you are registering for sale.  Your disclosure should address how recent
statements and regulatory actions by China’s government, such as those related to data
security or antimonopoly concerns, have or may impact the company’s ability to conduct
its business, accept foreign investments, or list on a U.S. or other foreign exchange.

 FirstName LastNameChen Yuanhang
 Comapany NameLVPAI GROUP Ltd
 October 2, 2023 Page 2
 FirstName LastNameChen Yuanhang
LVPAI GROUP Ltd
October 2, 2023
Page 2
2.Disclose each permission or approval that you or your officers and directors are required
to obtain from Chinese authorities to search for a target company. State whether your
directors and officers are covered by permissions requirements from the China Securities
Regulatory Commission (CSRC), Cyberspace Administration of China (CAC) or any
other governmental agency, and state affirmatively whether you have received all
requisite permissions or approvals and whether any permissions or approvals have been
denied. Please also describe the consequences to you and your investors if your officers
and directors (i) do not receive or maintain such permissions or approvals, (ii)
inadvertently conclude that such permissions or approvals are not required, or (iii)
applicable laws, regulations, or interpretations change and you are required to obtain such
permissions or approvals in the future.
3.Given the significant oversight and discretion of the government of the People’s Republic
of China (PRC) over the conduct of your directors' and officers' search for a target
company, please describe any material impact that intervention or control by the PRC
government has or may have on your business or on the value of your securities.  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.”
4.We note your disclosure on page 3 regarding PRC M&A Rules.  Please address
specifically any PRC regulations concerning mergers and acquisitions by foreign investors
that your initial business combination transaction may be subject to, including PRC
regulatory reviews, which may impact your ability to complete a business combination in
the prescribed time period.  Also address any impact PRC law or regulation may have on
the cash flows associated with the business combination, including shareholder
redemption rights.
5.Please revise the introduction to your Business section to disclose the risks that the
location of the sponsors  and the majority of your executive officers and/or directors
having significant ties to China may make you a less attractive partner to a non-China-
based target company, which may therefore limit the pool of acquisition candidates.
6.We note your disclosure on page 2 regarding enforcement of judgments in China.  Please
include a separate section on enforcement of liabilities addressing the enforcement risks
related to civil liabilities due to your sponsor and some of your officers and directors
being located in China or Hong Kong.  For example, revise to discuss more specifically
the limitations on investors being able to effect service of process and enforce civil
liabilities in China, lack of reciprocity and treaties, and cost and time constraints.  Also,
please disclose these risks in the business section, which should contain disclosures
consistent with the separate section. Additionally, please identify each officer and director
located in China or Hong Kong and disclose that it will be more difficult to enforce
liabilities and enforce judgments on those individuals.

 FirstName LastNameChen Yuanhang
 Comapany NameLVPAI GROUP Ltd
 October 2, 2023 Page 3
 FirstName LastName
Chen Yuanhang
LVPAI GROUP Ltd
October 2, 2023
Page 3
            You may contact Peter McPhun at 202-551-3581 or Wilson Lee at 202-551-3468 if you
have questions regarding comments on the financial statements and related matters. Please
contact Ruairi Regan at 202-551-3269 or Maryse Mills-Apenteng at 202-551-3457 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Ben Borgers, Esq.