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LVPAI
GROUP LIMITED

50
West Liberty Street, Suite 880, Reno, Nevada

May
15, 2023

Mr.
Peter McPhun and Mr. Wilson Lee

Office
of Real Estate & Construction

Division
of Corporate Finance

U.S.
Securities and Exchange Commission

Mail
Stop 4631

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    LVPAI
    GROUP LIMITED

    Form
    10-K for the fiscal year ended January 31, 2022

    Filed
    May 19, 2022

    File
    No. 033-20966

Dear
Mr. James Lopez, Mr. Peter McPhun and Mr. Wilson Lee:

    This letter is in response to the letters dated Februay
    24, 2023 and May 10, 2023, from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
    addressed to LVPAI GROUP LIMITED. (the “Company,” “we,” and “our”). For ease of reference, we
    have recited the Staff’s comments in this response and numbered them accordingly.

Form
10-K for the fiscal year ended January 31, 2022

    1.
    We note that your response to prior comment 1 does not appear to address several comments referenced in our Sample Letter to China-Based Companies. In response to this comment, please confirm that your revised disclosure will address clearly each comment in the Sample Letter that is applicalbe to you. See, as examples only, Samplet Letter comments 8, 14 and 15. In addition, please confirm your future disclosure will address each of the following:

    ●
    the enforcement risks related to civil liabilities due to you,
yours sponsor and/or your officers and directors being located in China or Hong Kong;

    ●
    any PRC regulations concerning mergers and acquisitions by
foreign investors to which your initial business combination transaction may be subject; and

    ●
    The risk to investors that you may not be able to complete
an initial business combination with a U.S. target company should the transaction be subject to review by a U.S. government entity, such
as the Committee on Foreign Investment in the United States (CFIUS).

Response:
The Company respectfully acknowledges the Staff’s comment and in response the revised disclosure will be included in the coming
form 10-K for the fiscal year ended January 31, 2023 in the risk factors sections “ITEM 1A. RISK FACTORS - Risks associated
with doing business in China” . Please find the language words as follows.

Risks
associated with doing business in China

Certain
judgments obtained against us by our officers and directors may not be enforceable

We
are a Nevada corporation but most of our assets are and will be located outside of the United States. Almost all our operations are conducted
in the PRC. In addition, all our officers and directors are the nationals and residents of a country other than the United States. Almost
all of their assets are located outside the United States. As a result, it may be difficult for you to effect service of process within
the United States upon them. It may also be difficult for you to enforce in U.S. courts judgments on the civil liability provisions of
the U.S. federal securities laws against us and our officers and directors, since he or she is not a resident in the United States. In
addition, there is uncertainty as to whether the courts of the PRC or other jurisdictions would recognize or enforce judgments of U.S.
courts.

Regulations
Relating to M&A Rules and certain other PRC regulations establish complex procedures
for some acquisitions of Chinese companies by foreign investors, which could make it more difficult for us to pursue growth through acquisitions
in China.

On
August 8, 2006, six PRC regulatory agencies, including the China Securities Regulatory Commission, or the CSRC, adopted the Regulations
on Mergers of Domestic Enterprises by Foreign Investors, or the M&A Rules, which became effective on September 8, 2006 and was amended
on June 22, 2009. Foreign investors shall comply with the M&A Rules when they purchase equity interests of a domestic company or
subscribe the increased capital of a domestic company, thus changing the nature of the domestic company into a foreign-invested enterprise;
or when the foreign investors establish a foreign-invested enterprise in the PRC, purchase the assets of a domestic company and operate
the assets; or when the foreign investors purchase the asset of a domestic company, establish a foreign-invested enterprise by injecting
such assets and operate the assets. The M&A Rules purport, among other things, to require offshore special purpose vehicles formed
for overseas listing purposes through acquisitions of PRC domestic companies and controlled by PRC companies or individuals, to obtain
the approval of the CSRC prior to publicly listing their securities on an overseas stock exchange.

The
M&A Rules discussed in the  risk factor and related regulations and rules concerning mergers and acquisitions established
additional procedures and requirements that could make merger and acquisition activities by foreign investors more time-consuming and
complex. For example, the M&A Rules require that MOFCOM be notified in advance of any change-of-control transaction in which a foreign
investor takes control of a PRC domestic enterprise, if (i) any important industry is concerned, (ii) such transaction involves factors
that have or may have impact on the national economic security, or (iii) such transaction will lead to a change in control of a domestic
enterprise which holds a famous trademark or PRC time-honored brand, (iv) or in circumstances where overseas companies established or
controlled by PRC enterprises or residents acquire affiliated domestic companies. Mergers, acquisitions or contractual arrangements that
allow one market player to take control of or to exert decisive impact on another market player must also be notified in advance to the
MOFCOM when the threshold under the Provisions on Thresholds for Prior Notification of Concentrations of Undertakings issued by the State
Council in August 2008 is triggered.

In
addition, the security review rules issued by the MOFCOM that became effective in September 2011 specify that mergers and acquisitions
by foreign investors that raise “national defense and security” concerns and mergers and acquisitions through which foreign
investors may acquire de facto control over domestic enterprises that raise “national security” concerns are subject to strict
review by the MOFCOM, and the rules prohibit any activities attempting to bypass a security review, including by structuring the transaction
through a proxy or contractual control arrangement. Furthermore, according to the security review, foreign investments that would result
in acquiring the actual control of assets in certain key sectors, such as critical agricultural products, energy and resources, equipment
manufacturing, infrastructure, transport, cultural products and services, information technology, Internet products and services, financial
services and technology sectors, are required to obtain approval from designated governmental authorities in advance.

In
the future, we may grow our business by acquiring complementary businesses. Complying with the requirements of the above-mentioned regulations
and other relevant rules to complete such transactions, if required, could be time-consuming, and any required approval processes, including
obtaining approval from the MOFCOM or its local counterparts may delay or inhibit our ability to complete such transactions. It is unclear
whether our business would be deemed to be in an industry that raises “national defense and security” or “national
security” concerns. However, the MOFCOM or other government agencies may publish explanations in the future determining that our
business is in an industry subject to the security review, in which case our future acquisitions in the PRC, including those by way of
entering into contractual control arrangements with target entities, may be closely scrutinized or prohibited. Our ability to expand
our business or maintain or expand our market share through future acquisitions would as such be materially and adversely affected. Furthermore,
according to the M&A Rules, if a PRC entity or individual plans to merge or acquire its related PRC entity through an overseas company
legitimately incorporated or controlled by such entity or individual, such a merger and acquisition will be subject to examination and
approval by the MOFCOM. There is a possibility that the PRC regulators may promulgate new rules or explanations requiring that we obtain
the approval of the MOFCOM or other PRC governmental authorities for our completed or ongoing mergers and acquisitions. There is no assurance
that, if we plan to make an acquisition, we can obtain such approval from the MOFCOM or any other relevant PRC governmental authorities
for our mergers and acquisitions, and if we fail to obtain those approvals, we may be required to suspend our acquisition and be subject
to penalties. Any uncertainties regarding such approval requirements could have a material adverse effect on our business, results of
operations and corporate structure.

We
may not be able to complete an initial business combination with a U.S. target company since such initial business combination may be
subject to U.S. foreign investment regulations and review by a U.S. government entity such as the Committee on Foreign Investment in
the United States (“CFIUS”), or ultimately prohibited.

Certain
federally licensed businesses in the United States, such as broadcasters and airlines, may be subject to rules or regulations that limit
foreign ownership. In addition, CFIUS is an interagency committee authorized to review certain transactions involving foreign investment
in the United States by foreign persons in order to determine the effect of such transactions on the national security of the United
States. Our sponsors, Mr. Chen Yuanhang and Mr. Yang Fuzhu, PRC residents, and will own approximately 99.90% of our outstanding shares.
Because we may be considered a “foreign person” under such rules and regulations, any proposed business combination between
us and a U.S. business engaged in a regulated industry or which may affect national security could be subject to such foreign ownership
restrictions and/or CFIUS review.

The
scope of CFIUS was expanded by the Foreign Investment Risk Review Modernization Act of 2018 (“FIRRMA”) to include certain
non-passive, non-controlling investments in sensitive U.S. businesses and certain acquisitions of real estate even with no underlying
U.S. business. FIRRMA and subsequent implementing regulations that are now in force also subject certain categories of investments to
mandatory filings. If our potential initial business combination with a U.S. business falls within the scope of foreign ownership restrictions,
we may be unable to consummate a business combination with such business.

In
addition, if our potential business combination falls within CFIUS’s jurisdiction, we may be required to make a mandatory filing,
decide to submit a voluntary notice to CFIUS, or proceed with the initial business combination without notifying CFIUS and then bear
the risk of CFIUS intervention, before or after closing the initial business combination. CFIUS may decide to block or delay our initial
business combination, impose conditions to mitigate national security concerns with respect to such initial business combination or order
us to divest all or a portion of a U.S. business of the combined company if we had proceeded without first obtaining CFIUS clearance.
The foreign ownership limitations, and the potential impact of CFIUS, may limit the attractiveness of a transaction with us or prevent
us from pursuing certain initial business combination opportunities that we believe would otherwise be beneficial to us and our shareholders.
As a result, the pool of potential targets with which we could complete an initial business combination may be limited and we may be
adversely affected in terms of competing with other special purpose acquisition companies which do not have similar foreign ownership
issues.

*
* *

Thank
you in advance for your assistance in reviewing this response and the Amendment. Should you have any questions with respect to the above
responses, please feel free to contact us.

    Sincerely,

    /s/
    Chen Yuanhang

    Chen
    Yuanhang

    Chief
    Executive Officer, President, Secretary, Treasurer, Director

    /s/
    Zhang Wenmin

    Zhang
    Wenmin

    Chief
    Financial Officer