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December 28, 2022
Hiren Patel
Chief Executive Officer
99 Acquisition Group Inc.
14 Noblewood Ct.
Gaithersburg, MD 20878
Re:99 Acquisition Group Inc.
Draft Registration Statement on Form S-1
Submitted December 1, 2022
CIK No. 0001950429
Dear Hiren Patel:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1
General
1.We note your website at https://99acquisitiongroup.com.  We note, on your website, you
are offering securities to retail investors in your SPAC and have made sales to those retail
investors.  Please provide us with a detailed factual and legal analysis as to the treatment
of these offers and sales under the Securities Act along with what exemptions are being
relied upon for the noted offer and sales.  Further, we note that, based on your disclosure,
you have already sold over $4,800,000 to date as of December 22, 2022.  Please tell us
what information was provided to these investors in connection with their purchases.
Please revise your Form S-1 disclosure, as appropriate to disclose these sales, along with
the exemption(s) relied on, and how you have complied with each exemption.  Finally,

 FirstName LastNameHiren Patel
 Comapany Name99 Acquisition Group Inc.
 December 28, 2022 Page 2
 FirstName LastNameHiren Patel
99 Acquisition Group Inc.
December 28, 2022
Page 2
advise us why the Recent Sales of Unregistered Securities disclosure does not reflect the
sales of the noted securities.  We may have further comment.
2.Please tell us the material details regarding the offering including when it started, the total
amount raised to date, and if it is currently continuing.  We note the statement, on the
“Join Now” page of the website that “Your equity stake will be based on the total amount
raised.  The total equity given to the crowdfunding group will be 35%.  For example, if
you contribute $500 and a total of $5,000,000.00 is raised; you will OWN .0035% of the
ENTIRE company.” Please explain to us how these investors will have total equity of
35% of the company.  Additionally, clarify how this investment disclosure works with the
disclosure provided in your DRS Form S-1.
3.We note that you raised over $4,800,000 from retail investors to date.  Please address
where the funds raised by the company are held/located and why these sales are not
reflected in your financial statements.
4.With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or
has substantial ties with a non-U.S. person.  If so, please revise your disclosure in future
filings to include disclosure that addresses how this fact could impact your ability to
complete your initial business combination.  For instance, discuss 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), or ultimately
prohibited.  Disclose that as a result, the pool of potential targets with which you could
complete an initial business combination may be limited.  Further, disclose that the time
necessary for government review of the transaction or a decision to prohibit the
transaction could prevent you from completing an initial business combination and require
you to liquidate.  Disclose the consequences of liquidation to investors, such as the losses
of the investment opportunity in a target company, any price appreciation in the combined
company, and the warrants, which would expire worthless.
Risk Factors
If we seek stockholder approval of our initial business combination ..., page 37
5.We note disclosure that your sponsor, officers, directors, advisors and their affiliates may
purchase shares in the open market from public shareholders for the purpose of voting
those shares in favor of a proposed business combination, thereby increasing the
likelihood of the completion of the combination. Please explain how such purchases
would comply with the requirements of Rule 14e-5 under the Exchange Act. Refer to
Tender Offer Rules and Schedules Compliance and Disclosure Interpretation 166.01 for
guidance.
Management, page 111
6.Please revise to provide all of the disclosure required by Item 401 of Regulation S-K.  For

 FirstName LastNameHiren Patel
 Comapany Name99 Acquisition Group Inc.
 December 28, 2022 Page 3
 FirstName LastName
Hiren Patel
99 Acquisition Group Inc.
December 28, 2022
Page 3
example only, please disclose each of the entities Mr. Crowe has been associated with in
at least the past five years, his position at the entity and disclose when he began working
at each entity and when he ceased working at each entity.  Further, for each of your
directors, please discuss the specific experience, qualifications, attributes or skills that led
to the conclusion that the individual should serve as your director in light of your business
and structure.  Please refer to Item 401(e) of Regulation S-K.
Material U.S. Federal Income Tax Considerations, page 139
7.We note your statements in the first paragraph that “The following discussion summarizes
certain U.S. federal income tax considerations ….”, in the second paragraph that “This
discussion is limited to certain U.S. federal income tax considerations ….”, and in the
legend that “THIS DISCUSSION IS ONLY A SUMMARY OF CERTAIN U.S.
FEDERAL INCOME TAX CONSIDERATIONS ….”  Please revise to delete the word
“certain” from the noted sentences.
Financial Statements
Note 7 - Stockholder's Equity and Warrants
Warrants, page F-17
8.It appears from your disclosure on page F-12 that you intend to account for your warrants
(both public and private) as equity-classified.  We note your disclosure on page F-18 that
your private warrants are able to be exercised on a cashless basis.  However, it appears
from your disclosure that should the warrants be held by someone other than the initial
purchaser or their permitted transferees, the private warrants will be redeemable and
exercisable by such holders on the same basis as the public warrants.  Given the terms of
the private warrants change based on the identity of the holder, tell us how you concluded
they meet the criteria for equity classification.
            You may contact Mark Rakip at 202-551-3573 or Robert Telewicz at 202-551-3438 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Stacie Gorman at 202-551-3585 or David Link at 202-551-3356 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       David J. Levine, Esq.