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CORRESP
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filename1.htm

AgiiPlus
Inc.

April
27, 2023

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Real Estate & Construction

100
F Street, N.E.

Washington,
DC 20549

    Re:
    AgiiPlus
        Inc.

    Amendment
    No. 4 to Registration Statement on Form F-1

    Filed
    March 30, 2023

    File
    No. 333-267461

Dear
Mr. Lopez and Mr. Holt:

AgiiPlus
Inc. (the “Company”, “we”, “us” or “our”) hereby transmits
its response to the letter received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the
“Commission”), dated April 20, 2023 regarding Amendment No. 4 to Registration Statement on Form F-1 filed by AgiiPlus
Inc. on March 30, 2023. For ease of reference, we have repeated the Commission’s comments in this response letter and numbered
them accordingly. An Amendment No. 5 to the Registration Statement on Form F-1 (“Amendment No. 5 to the Registration Statement”)
is being filed by the Company to accompany this response letter.

Amendment
No. 4 to Registration Statement on Form F-1 filed March 30, 2023

General

1.
Please update your financial statements and corresponding financial information throughout the filing to comply with Item 8.A.4 of Form
20-F.

Response:
In response to the Staff’s comment, we revised throughout Amendment No. 5 to the Registration Statement to update the financial
statements and corresponding financial information to cover the periods ended December 31, 2021 and 2022.

2.
Please revise to update your disclosure regarding the CSRC Trial Administrative Measures. Describe their impact on you and your ability
to offer or continue to offer securities to foreign investors, including the securities being registered. Disclose whether you and relevant
parties to this transaction have complied with your obligations under the Trial Administrative Measures and the risks to you and investors
of non-compliance. In this regard, we note that it appears your offering is now subject to CSRC review because the Trial Administrative
Measures took effect on March 31, 2023 and your registration statement was not declared effective prior to that time.

Response:
In response to the Staff’s comment, we updated our disclosure regarding the CSRC Trial Administrative Measures on pages 7 through 8 and 41 through 43 of
Amendment No. 5 to the Registration Statement.

3.
We note the revised disclosure on page 177 regarding the $9.7 million shares to be issued to certain investors immediately prior to closing
at a price of between $3.0 and $3.50 per share. Please revise Risk Factors to address in quantitative and qualitative terms the discount
based on the mid-point of the range in this offering. With a view to disclosure, advise us why the investors will receive what appears
to be an approximately 33% discount to the current offering price.

Response:
In response to the Staff’s comment, we included a risk factor titled “We have entered into a series of share purchase
agreements with individual and institutional investors at discounted prices with shares to be delivered upon the closing of this offering,
which could lead to dilution to our investors of the initial public offering and sales of such shares in the open market, once unrestricted,
could affect the trading price of our Class A ordinary shares” on page 55 of Amendment No. 5 to the Registration Statement
to address in quantitative and qualitative terms the discount based on the mid-point of the range in this offering.

We
respectfully advise the Staff that the investors will receive a discount ranging from 33.3% to 42.9% of the assumed current offering
price of $5.25, the midpoint of the price range, because of the following reasons:

 1. Higher
                                            investment risks for pre-IPO investors. Pre-IPO investors face higher levels of uncertainty
                                            and risks compared to investors who participate in the initial public offering, as there
                                            are uncertainties associated with the Company’s proposed initial public offering. In
                                            the event that our listing application with the Nasdaq Stock Market takes a very long time
                                            to complete, or is unsuccessful due to unexpected reasons, the pre-IPO investors may not
                                            be able to achieve the targeted investment return or even suffer a loss in their investment.

 2. Lock-up
                                            period and unregistered shares. The shares to be issued to the Company’s pre-IPO
                                            investors are unregistered shares. Additionally, each of the pre-IPO investors has entered into a lock-up agreement with the Company, restraining such investor from
                                            selling or otherwise disposing their shares for a period of six months after issuance. As
                                            such, the shares to be held by pre-IPO investors are less liquid and are not freely tradable
                                            until after the lock-up period expires and the shares are registered or an exemption from
                                            registration becomes available. In comparison, the shares to be received by investors in
                                            the initial public offering are freely tradable.

We
thank the Staff for its review of the foregoing. If you have further comments, we ask that you forward them by electronic mail to our
counsel, Ying Li at yli@htflawyers.com or by telephone at 212-530-2206.

    Very truly yours,

    /s/ Jing Hu

    Jing Hu

    Chief Executive Officer and

    Chairman of the Board of Directors

    cc:
    Ying Li, Esq.

    Hunter Taubman Fischer & Li LLC