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AgiiPlus Inc.

March 22, 2024

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. 6 to Registration Statement on Form F-1

    Filed January 26, 2024

    File No. 333-267461

Ladies and Gentlemen:

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
February 23, 2024 regarding Amendment No. 6 to Registration Statement on Form F-1 filed by AgiiPlus Inc. on January 26, 2024. For ease
of reference, we have repeated the Commission’s comments in this response letter and numbered them accordingly. An Amendment No.
7 to the Registration Statement on Form F-1 (“Amendment No. 7 to the Registration Statement”) is being filed by the
Company to accompany this response letter.

Amendment No. 6 to Registration Statement on
Form F-1 filed January 26, 2024

General

1. Please tell us how you concluded it is appropriate
to continue to rely on the Frost & Sullivan Report regarding your standing in the work solution industry, given that the report is
from November 2021 and the recent significant changes to your operations and business.

Response: In response to the Staff’s
comment, we obtained an updated industry report from Frost & Sullivan, updated the industry information in the section titled “AgiiPlus’
Market Opportunities”, and filed an updated consent letter of Frost & Sullivan with Amendment No. 7 to the Registration Statement.
We respectfully advise the Staff that according to Frost & Sullivan, the industry information for the year 2023 has not become available
as of the date of this letter, and as such, the industry information has been updated to the most recent available year, 2022.

2. Please substantially revise throughout your
prospectus, as appropriate, to more clearly reflect the significant changes to your operations and business as a result of recent economic
conditions. As a non-exclusive example only, we note that your discussion under the heading Overview in each of the Prospectus Summary,
MD&A, and Business sections indicates that the direct operating model is your primary line of business. However, we note that since
December 31, 2022 you have closed 56 Distrii workspaces operated under the direct operating model, with only one remaining, and cut your
headcount by at least 31%. Further, we note that your discussion under the heading Recent Business Development on page 12 indicates that
you are transitioning to the asset-light model going forward.

Response: In response to the Staff’s
comment, we substantially revised our disclosure throughout Amendment No. 7 to the Registration Statement as appropriate to more clearly
emphasize and disclose the significant changes in our operations and business as a result of recent economic conditions.

3. We note your disclosure on pages 57 and
129 that as of December 31, 2023, Agiiplus and its subsidiaries were involved in a total of approximately 154 labor disputes and that
the maximum exposure is approximately US$1.7 million. Please tell us (i) what constitutes a “labor dispute” and (ii) the basis
for your estimate of the maximum exposure. We may have additional comments after reviewing your response.

Response: We respectfully advise the Staff
that a “labor dispute” as disclosed on pages 57 and 133 of Amendment No. 7 to the Registration Statement is defined as litigation
or arbitration proceedings involving a subsidiary (or subsidiaries) of AgiiPlus and a former employee of such subsidiary(ies) of AgiiPlus.
The basis for our estimate of the maximum exposure is the result of adding up the aggregate amount in controversy of all such labor disputes.

4. Given the recent significant changes to
your operations and business, please revise your MD&A section under the heading Key Operating Data on page 84 and your Business section
under the heading Operating Models of Distrii Workspaces on page 119 to provide information as of the most recent practicable date. Please
also revise throughout your Business section to provide relevant metrics, such as number of customers/members, managed area, and foot
traffic as of the most recent practicable date. Finally, please revise your Prospectus Summary consistent with the revisions to the MD&A
and Business sections.

Response: In response to the Staff’s
comment, we updated our MD&A section under the heading “Key Operating Data” and our Business section under the heading
“Operating Models of Distrii Workspaces” in Amendment No. 7 to the Registration Statement to provide information as of the
most recent practicable date. We also revised our Business section in Amendment No. 7 to the Registration Statement to provide relevant
metrics, such as number of customers/members, managed area, and foot traffic as of the most recent practicable date. We revised our Prospectus
Summary in Amendment No. 7 to the Registration Statement to be consistent with the revisions to the MD&A and Business Section.

The Offering, page 23

5. Please revise to reconcile your disclosure
regarding the lock-up period. More specifically, we note that on page 23 you state that you have agreed to a lock-up period of one year.
However, elsewhere you state that you have agreed to a lock-up period of 180 days.

Response: In response to the Staff’s
comment, we revised our disclosure on page 23 of Amendment No. 7 to the Registration Statement to disclose that we have agreed to a lock-up
period of 180 days.

The equity interests of certain indirect subsidiaries
of ours..., page 26

6. Please revise to indicate the type of contractual
disputes underlying the court orders to freeze the equity interests of certain indirect subsidiaries of the company and certain bank accounts.

Response: In response to the Staff’s
comment, we revised our disclosure on page 26 of Amendment No. 7 to the Registration Statement to indicate the type of contractual disputes
underlying the court orders to freeze the equity interests of certain indirect subsidiaries of ours and certain bank accounts.

Some of AgiiPlus’ material subsidiaries have
failed to make adequate contributions..., page 56

7. We note your disclosure that your subsidiaries
have failed to make adequate contributions to the social security and housing provident fund as required by PRC law, and may be subject
to late payment fees, fines, and/or other penalties. To the extent estimable and material, please revise to quantify the amount of such
contribution shortfall and the amount of late payment fees, fines, and/or other penalties.

Response: In response to the Staff’s
comment, we revised our disclosure on pages 57 and 150 Amendment No. 7 to the Registration Statement to quantify the amount of such contribution
shortfall and the amount of late payment fees, fines and/or other penalties.

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Dilution, page 76

8. Please revise your narrative disclosures
preceding your dilution calculation to also state that your pro forma net tangible book value as of June 30, 2023 also gives effect to
the automatic conversion of all of your redeemable preferred shares into 23,365,376 ordinary shares in addition to the 5,056,660 shares,
anticipated to be issued to several individual and institutional investors upon the closing of the offering.

Response: In response to the Staff’s
comment, we revised our disclosure on page 76 of Amendment No. 7 to the Registration Statement to give effect to the automatic conversion
of all our redeemable preferred shares into 23,365,376 Class A ordinary shares.

9. We note that disclosures elsewhere with
your filing indicates 14,524,927 shares outstanding as of June 30, 2023, the conversion of all your redeemable preferred shares into 23,365,376
ordinary shares and the 5,056,660 shares anticipated to be issued to several individual and institutional investors upon the closing of
the offering. The sum of such components equal 42,946,963 shares. Please clarify and reconcile the difference between that amount to the
41,677,720 shares attributed to existing shareholders disclosed on page 77. Your response should address how you calculated the 41,677,720
share amount.

Response: In response to the Staff’s
comment, we revised our disclosure on page 77 of Amendment No. 7 to the Registration Statement to disclose that the total number of
shares attributed to existing shareholders is 42,946,963.

Management’s Discussion and Analysis of Financial
Condition and Results of Operations

Results of Operations, page 92

10. We note you recognized approximately $371.4 million in restructuring
and other related gains generated from the modification of right-of-use assets due to the change of lease contracts. Please revise to
enhance your disclosures to highlight the reasons and transactions that led to your recognition of the gain and the basis in GAAP you
utilized to account for such transactions. To the extent such gains are part of any restructuring activities, please clarify how your
existing disclosures comply with the disclosure guidance outlined within SAB Topic 5P:4.

Response: In response to the Staff’s
comment, we revised our disclosure on page 94 of Amendment No. 7 to the Registration Statement under the title “Restructuring
and other related gains”.

Liquidity and Capital Resources, page 97

11. Given the continued restructuring efforts
within the Company to move to an Asset-Light Model, slow macro-economic recovery in the China market, and other factors such as current
litigation amounts exceeding revenues for the six months ended June 30, 2023 and certain equity interests of indirect subsidiaries being
frozen due to litigation matters, please revise your disclosures to enhance and highlight how such factors have impacted your ability
to generate and obtain adequate amounts of cash to meet your requirements on both the short and long term. Your expanded discussion should
outline available resources including whether you are relying upon external financing and the proceeds from this offering to meet your
needs and how factors listed above could impact your ability to obtain such financing. Reference is made to Item 303(b)(1) of Regulation
S-K and Section 501.13 of the Financial Reporting Codification.

Response: In response to the Staff’s
comment, we revised our disclosure on pages 97 and 98 of Amendment No. 7 to the Registration Statement to expand our discussions and highlight
how the above-mentioned factors have impacted our ability to generate and obtain adequate amounts of cash to meet our requirements on
both the short and long term.

Employees, page 129

12. Given the recent significant reduction
in your headcount, please revise to provide the number of your employees as of the most recent practicable date.

Response: In response to the Staff’s
comment, we revised our disclosure on page 133 of Amendment No. 7 to the Registration Statement to provide the number of our employees
as of the most recent practicable date.

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Index to Consolidated Financial Statements,
page F-1

13. We note your registration statement is
an initial public offering and the current audited financial statements are older than 12 months. Please clarify how you complied with
the requirements outlined in paragraph A(4) of Item 8 of Form 20-F or revise accordingly to either update your audited financial statements
or include the relevant representation as allowed under Step 2 within Instructions to Item 8.A.4 of Form 20-F, as an exhibit to the registration
statement.

Response: In response to the Staff’s
comment, we filed a Request for Waiver and Representation under Item 8.A.4 of Form 20-F as exhibit 99.7 to Amendment No. 7 to the Registration
Statement.

Exhibits

14. Please have counsel revise the legal opinion
filed as Exhibit 5.1 to address whether the Resale Shares “are” legally issued, fully paid and non-assessable. Refer to Item
II.B.2.h of Staff Legal Bulletin No. 19.

Response: We respectfully advise the Staff
that the Resales Shares are referred to Class A ordinary shares which will only be issued to the Selling Shareholders upon the effectiveness
of the Registration Statement when we adopt our second amended and restated memorandum and articles of association, so our Cayman Islands
legal counsel could not add such suggested opinion in the Exhibit 5.1 at this stage.

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

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