SecProbe.io

CORRESP
1
filename1.htm

January
9, 2023

Isabel
Rivera/James Lopez

William
Demarest/ Isaac Esquivel

Securities
and Exchange Commission

Division
of Corporate Finance

Office
of Technology

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    WANG & LEE GROUP, Inc.

    Amendment No. 7 to Registration Statement on Form F-1 Filed December 22, 2022

    File No. 333-265730

Dear
Ms. Rivera and Messrs Lopez, Demarest and Esquivel,

On
behalf of our client, WANG & LEE GROUP Inc. (the “Company”), we submit to the staff (the “Staff”) of the
Securities and Exchange Commission (the “Commission”) this letter setting forth the Company’s responses to the comments
contained in the Staff’s letter dated January 4, 2023. Concurrently with the submission of this letter, the Company is submitting
its revised registration statement on Form F-1 (the “Revised Registration Statement”) and the related exhibits via EDGAR
to the Commission.

The
Staff’s comments are repeated below in bold and are followed by the Company’s responses. We have included page references
in the Revised Registration Statement where the language addressing a particular comment appears. Capitalized terms used but not otherwise
defined herein have the meanings set forth in the Registration Statement.

*
* *

Amendment
No. 7 to Form F-1 filed December 22, 2022

Index
to Consolidated Financial Statements, page F-1

1.
Please update your financial statements and related disclosures throughout your registration statement as required by Item 8.A.4 of
Form 20-F or provide the appropriate representations in an exhibit in accordance with Instruction 2 to Item 8.A.4.

Response:

The
Company has included in the Registration Statement its audited consolidated financial statements, prepared in accordance with accounting
principles generally accepted in the United States of America, as of December 31, 2021 and 2020 and for each of the two fiscal years
ended December 31, 2021 and 2020, and unaudited interim consolidated financial statements as of June 30, 2022 and for each of the six-month
periods ended June 30, 2022 and 2021.

The
Company respectfully requests that the Commission waive the requirement of Item 8.A.4 of Form 20-F, which states that in the case of
a company’s initial public offering, the registration statement on Form F-1 must contain audited financial statements of a date
not older than 12 months from the date of the offering (the “12-Month Requirement”). See also Division of Corporation Finance,
Financial Reporting Manual, Section 6220.3.

The
Company is submitting this waiver request pursuant to Instruction 2 to Item 8.A.4 of Form 20-F, which provides that the Commission will
waive the 12-Month Requirement “in cases where the company is able to represent adequately to us that it is not required to comply
with this requirement in any other jurisdiction outside the United States and that complying with this requirement is impracticable or
involves undue hardship.” See also the 2004 release entitled International Reporting and Disclosure Issues in the Division of Corporation
Finance (available on the Commission’s website at http://www.sec.gov/divisions/corpfin/internatl/cfirdissues1104.htm) by the Staff
of the Division of Corporation Finance of the Commission (the “Staff”) at Section III.B.c, in which the Staff notes that:

“the
instruction indicates that the staff will waive the 12-month requirement where it is not applicable in the registrant’s other filing
jurisdictions and is impracticable or involves undue hardship. As a result, we expect that the vast majority of IPOs will be subject
only to the 15-month rule. The only times that we anticipate audited financial statements will be filed under the 12-month rule are when
the registrant must comply with the rule in another jurisdiction, or when those audited financial statements are otherwise readily available.”

In
connection with this waiver request, the Company represents to the Commission that:

1.
The Company is not currently a public reporting company in any jurisdiction.

2.
The Company is not required by any jurisdiction outside the United States to prepare consolidated financial statements audited under
any generally accepted auditing standards for any interim period.

3.
Full compliance with Item 8.A.4 of Form 20-F at present is impracticable and involves undue hardship for the Company.

4.
The Company does not anticipate that its audited financial statements for the fiscal year ended December 31, 2022 will be available until
early April 2023.

5.
In no event will the Company seek effectiveness of the Registration Statement if its audited financial statements are older than 15 months
at the time of the Company’s initial public offering.

The
Company is filing this letter as exhibit 99.10 to the Registration Statement pursuant to Instruction 2 to Item 8.A.4 of Form 20-F.

If
you have any questions regarding the Revised Registration Statement, please contact the undersigned by phone at (212) 930 9700 or via
e-mail at btan@srf.law.

    Very
    truly yours,

    SICHENZIA
    ROSS FERENCE LLP

    /s/
    Benjamin Tan

    Benjamin
    Tan Esq.

1185
Avenue of the Americas | 31st Floor | New York, NY | 10036

T
(212) 930 9700 | F (212) 930 9725 | WWW.SRF.LAW