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 April 23, 2025

Shuang Wu
Chief Executive Officer
WORK Medical Technology Group LTD
Floor 23, No. 2 Tonghuinan Road
Xiaoshan District, Hangzhou City, Zhejiang Province
The People s Republic of China

 Re: WORK Medical Technology Group LTD
 Amendment No. 1 Registration Statement on Form F-1
 Filed April 9, 2025
 File No. 333-284006
Dear Shuang Wu:

 We have conducted a limited review of your registration statement and
have the
following comments.

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments.

Amendment No. 1 to Registration Statement on Form F-1 filed April 9, 2025
Cover Page

1. We note you are registering "[u]p to 10,000,000 Class A Ordinary Shares
included in
 the Pre-Funded Ordinary Units." You describe the Pre-Funded Ordinary
Units as
 consisting of "one Pre-Funded Warrant, one Series A Warrant to purchase
one Class
 A Ordinary Share and one Series B Warrant to purchase one Class A
Ordinary Share."
 Therefore, it appears the Pre-Funded Units do not include Class A
Ordinary
 Shares. We note the opinion filed as Exhibit 5.1 also does not opine on
these shares,
 and you appear to separately reference the Class A Ordinary Shares
underlying the
 Series A, Series B and Pre-Funded Warrants on the cover page. Please
revise or
 advise.
 April 23, 2025
Page 2
2. We note your disclosure on the cover page of an "assumed public offering
price" and
 your disclosure on page 15 that the number of Ordinary Units offered is
"10,000,000
 Ordinary Units, based on an assumed public offering price of $0.50 per
Ordinary
 Unit." We also note your disclosure in the Underwriting section that
"[t]he offering
 price of the Ordinary Units (and Pre-Funded Ordinary Units, as
applicable) is based
 on the last reported sale price of [y]our Class A Ordinary Shares on
Nasdaq
 immediately prior to effectiveness of the registration statement of
which this
 prospectus forms a part." Rather than disclosing only an assumed public
offering
 price, revise the cover page to clearly disclose the offering price for
the securities
 offered pursuant to this registration statement. Refer to Item 501(b)(3)
of Regulation
 S-K. Alternatively, include a placeholder for this disclosure and
confirm that you will
 include the actual public offering price in a prospectus supplement
filed in accordance
 with Rule 430A.
3. Please revise the cover page narrative and Summary to explain, if true,
that as a result
 of the alternative cashless exercise feature you do not expect to
receive any cash
 proceeds from the exercise of the Series B Warrants, or, upon a Share
Combination
 Event, from exercise of the Series A Warrants, because it is highly
unlikely that a
 warrant holder would wish to pay an exercise price to receive one share
when they
 could choose the alternative cashless exercise option and pay no
additional
 consideration to receive more than one share.
Summary of Risk Factors, page 9

4. In comparing your China-based company disclosure against your
Registration
 Statement on Form F-1 that went effective on August 22, 2024 (File No.
333-271474)
 we note certain changes to your disclosure appearing in the Summary and
Risk Factor
 sections relating to legal and operational risks associated with
operating in the PRC. It
 is unclear to us that there have been changes in the regulatory
environment in the PRC
 since that Form F-1 was declared effective warranting revised disclosure
to mitigate
 the challenges you face and related disclosures. Please restore your
disclosures in
 these areas to the disclosures as they existed in your Form F-1
effective as of August
 22, 2024. Specifically, we note that you no longer include the following
Summary
 Risk Factor: "We may rely on dividends and other distributions on equity
paid by the
 PRC subsidiaries to fund any cash and financing requirements we may
have, and any
 limitation on the ability of the PRC subsidiaries to make payments to us
could have a
 material and adverse effect on our ability to conduct our business." We
note your
 Annual Report on Form 20-F for the fiscal year ended September 30, 2024,
 incorporated by reference herein, includes the following risk factor:
"We rely to a
 significant extent on dividends and other distributions on equity paid
by our
 subsidiaries to fund offshore cash and financing requirements and any
limitation on
 the ability of the PRC subsidiaries to make remittance to pay dividends
to us could
 limit our ability to access cash generated by the operations of those
entities." Please
 include this disclosure as a Summary Risk Factor while noting the
material adverse
 effect this may have on your ability to conduct your business, as was
mentioned in the
 F-1 effective as of August 22, 2024. Additionally, we note that you
deleted the
 following disclosure from the Risk Factors: "Any material delay in our
ability to fully
 comply with new regulatory requirements may . . . cause significant
disruption to our
 April 23, 2025
Page 3

 business operations, and severely damage our reputation, which would
materially and
 adversely affect our financial condition and results of operations and
cause our
 Ordinary Shares to significantly decline in value or become worthless."
Prospectus Summary
Risks Relating to Our Capital Structure, page 11

5. We note your disclosure of your dual class share structure. Please
revise here and in
 the Risk Factor section to disclose that future issuances of Class B
Ordinary Shares
 may be dilutive to holders of Class A Ordinary Shares. Please also
revise to disclose
 the percentage of outstanding shares that Class B shareholders must keep
to continue
 to control the outcome of matters submitted to shareholders for
approval.
General

6. We note your references throughout the prospectus to an "alternative
cashless
 exercise" provision. The term "cashless exercise" is generally
understood to allow a
 warrant holder to exercise a warrant without paying cash for the
exercise price and
 reducing the number of shares receivable by the holder by an amount
equal in value to
 an aggregate exercise price the holder would otherwise pay to exercise
the warrant(s).
 In cashless exercises, it is expected that the warrant holder receives
fewer shares
 than they would if they opted to pay the exercise price in cash. Please
clarify your
 disclosure by removing the references to "alternative cashless exercise"
and using the
 term "zero exercise price" exclusively or another appropriate term that
conveys that,
 in addition to the Company receiving no cash upon the "alternative
cashless exercise,"
 the warrant holders would be entitled to receive more shares than they
would under
 the cash exercise terms.
7. We note that your Series A Warrants have an exercise price reset feature
in the event
 that a Share Combination Event occurs, in which case an alternative
cashless exercise
 is also available to the holder. We note that, in the event the exercise
price is reset, the
 number of Class A Ordinary Shares issuable would be increased such that
the
 aggregate exercise price of the Series A Warrants on the issuance date
for the Class A
 Ordinary Shares then outstanding would remain unchanged following such
reset. We
 also note that the reset exercise price would be subject to the Series A
Floor Price, but
 that the Series A Floor Price can be reduced by written notice to the
holders of the
 Series A Warrants. Given that, in these circumstances, the Series A
Floor Price can be
 set to any amount at your discretion, and the number of shares issuable
would increase
 based on a lowering of the Series A Floor Price, please tell us how you
calculated the
 maximum number of Class A Ordinary Shares that can be issued in the
event an
 exercise price reset of the Series A Warrants occurs, and relatedly, how
you
 determined the number of Class A Ordinary Shares that need to be
registered on this
 registration statement.
8. We note the legal opinion filed as Exhibit 5.2 states that the
"Registration Statement
 relates to the following securities of the Company: . . . at the
election of the
 purchasers, pre-funded ordinary units . . . in lieu of the Ordinary
Units . . . and (iii) up
 to 30,000,000 Class A Ordinary Shares underlying the Warrants (the
"Warrant
 Shares")." Please have counsel revise its opinion to include the total
potential amount
 April 23, 2025
Page 4

 of Pre-Funded Ordinary Units that could be issued and the total amount
of Class A
 Ordinary Shares underlying the Warrants that could be issued. Similarly,
please have
 counsel quantify the total potential Class A Ordinary Shares that could
be issued in
 the opinion filed as Exhibit 5.1. Please also have counsel revise the
opinions filed as
 Exhibit 5.1 and Exhibit 5.2 to remove the assumption that the Company
has taken all
 corporate actions necessary to authorize the issuance of the securities.
Refer to Staff
 Legal Bulletin No. 19.
9. We note that the opinion filed as Exhibit 5.2 is "limited to the
agreements specifically
 identified in exhibit 1.1 (Form of Underwriting Agreement), exhibit 4.2
(Form of Pre-
 funded Warrant), exhibit 4.3 (Form of Series A Warrant), and exhibit 4.4
(Form of
 Series B Warrant, collectively with the Form of Pre-funded Warrant and
the Form of
 Series A Warrant, the "Forms of Warrants") to the Registration Statement
without
 regard to any agreement or other document referenced in any such
agreement
 (including agreements or other documents incorporated by reference or
attached or
 annexed thereto)." Please have counsel revise to remove this limitation.
Refer to Staff
 Legal Bulletin No. 19.
10. We note your disclosure on the cover page that in February of 2025 you
adopted an
 Amended and Restated Memorandum of Association and Articles of
Association to,
 in part, reflect an increase in the Company's authorized share capital,
as approved by
 shareholders. We note that you increased your authorized share capital
from 100
 million shares to 400 million shares. We note the Amended and Restated
 Memorandum of Association filed as Exhibit 3.1 states that your
authorized share
 capital is 100 million shares, and the effective date is August 22,
2024. The Amended
 and Restated Articles of Association filed as Exhibit 3.2 also has an
effective date of
 August 22, 2024. Please revise to file your current Memorandum of
Association and
 Articles of Association or advise.
 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

 Please contact Nicholas O'Leary at 202-551-4451 or Margaret Sawicki at
202-551-
7153 with any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Industrial Applications and
 Services
cc: Ying Li, Esq.
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