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  david j. levine

Partner

345 Park Avenue

New York, NY 10154

  Direct 212.407.4923

Main   212.407.4000

Fax      212.937.3943

dlevine@loeb.com

Via Edgar

April 6, 2023

    Division of Corporation Finance

    U.S. Securities & Exchange Commission

    100 F Street, NE

    Washington, D.C. 20549

    Attention:
    Stacie
    Gorman

    David
    Link

    Re:
    99
    Acquisition Group Inc.

Registration Statement on Form
S-1

Filed February 22, 2023

File No. 333-269923

Dear Ms. Gorman:

On behalf of our client, 99 Acquisition Group
Inc. (the “Company”), we hereby provide a response to the comments issued in a letter dated March 21, 2023 (the “Staff’s
Letter”) regarding the Company’s Registration Statement on Form S-1 that was filed by the Company on February 22, 2023 (the
“Registration Statement”). Concurrently with the submission of this letter, the Company is filing an amendment to the Registration
Statement (the “Amended Registration Statement”) via EDGAR for review in accordance with the procedures of the Securities
and Exchange Commission.

In order to facilitate the review by the staff
of the Securities and Exchange Commission (the “Staff”) of the Amended Registration Statement, we have responded, on behalf
of the Company, to the comments set forth in the Staff’s Letter on a point-by-point basis. The numbered paragraphs set forth below
respond to the Staff’s comments and correspond to the numbered paragraph in the Staff’s Letter.

    David J. Levine

    April 6, 2023

    Page 2

Registration Statement on Form S-1

General

1. Please revise the prospectus
to clearly indicate when the Sponsor was formed as a Delaware entity. We note that the company was incorporated in Delaware on June
14, 2022. Please indicate this in the forepart of the prospectus.

Response: The Company acknowledges
the Staff’s comment and has revised the disclosure on pages 1, 3 and 8 of the Amended Registration Statement.

    David J. Levine

    April 6, 2023

    Page 3

2. We note your response to comment
one. Please add disclosure addressing these facts in both the Summary section and in the beginning of your Risk Factors section. Please
revise to indicate when the website (https://99acquisitiongroup.com) was set up, who set up the website, and when the website was taken
down. Revise your Form S-1 to indicate the time frame of when the sales of the Sponsor membership interests of $4.8 million were made.
Also clearly indicate when and how the indications of interest were received by the Sponsor. Indicate the amount of securities and the
type of securities that were sold through the website and when those sales were made. We also note your statement in your response that
“none of the funds referenced as having been raised on the website were actually raised through the website.” Please address
this statement in your prospectus disclosure.

Response: The Company acknowledges
the Staff’s comment and has revised the disclosure on pages 8, 30, and 34 of the Amended Registration Statement.

3. We note your response to comment
one that “[t]he website did not make a distinction between the Sponsor and the SPAC as separate entities and, as such reads as
an offer of the Company’s securities. The Company acknowledges that the website may have been in violation of the provisions of
the Securities Act of 1933....” Revise your prospectus to further address the potential ramifications to the company. Clearly indicate
the potential risks to the company from these actions. For example, does the SPAC have other sources of funds and can the Sponsor lend
additional funds to the company.

Response: The Company acknowledges
the Staff’s comment and has revised the disclosure on page 34 of the Amended Registration Statement.

4. We note your statement that “[t]he
website presented statements about the Company that are factually inaccurate.” Please revise to address what statements on the
website were factually inaccurate.

Response: The Company acknowledges
the Staff’s comment and has revised the disclosure on pages 8 and 34 of the Amended Registration Statement.

    David J. Levine

    April 6, 2023

    Page 4

5. We note your statement in your
response to comment one that “investors were provided documentation making it clear that they were investing in the Sponsor and
not in the Company.” Supplementally provide us with the documentation given to the investors. Also clarify in your document when
the documentation was provided to the investors.

Response: The Company
acknowledges the Staff’s comment and has provided the requested supplemental information to the Staff. In addition, the Company has
revised the disclosure on pages 8 and 34 of the Amended Registration Statement in response to the Staff’s comment.

6. We note your response to comment
two. Please revise your disclosure to indicate when the offering started and when the offering ended. Indicate the total amount raised
to date under the offering. Additionally, clarify how many membership interests were sold and the percentage these individuals hold in
your Sponsor (99 Acquisition Sponsor LLC). We note that your website had stated that the investors would hold “total equity given
to the crowdfunding group will be 35%.” Additionally, please indicate the amount of Class B common stock which will be owned by
these investors. Also clarify whether these investors will beneficially own any of the private placement warrants that will close simultaneously
with the closing of the company offering. We may have further comments.

Response: The Company acknowledges
the Staff’s comment and has revised the disclosure on pages 8 and 34 of the Amended Registration Statement.

7. We note your response to comment
three. Please revise your prospectus to clearly indicate that the funds raised by the Sponsor from the investors, as noted in the prior
website, of approximately $4.8 million is currently being held by the Sponsor.

Response: The Company acknowledges
the Staff’s comment and has revised the disclosure on page 8 and 34 of the Amended Registration Statement.

    David J. Levine

    April 6, 2023

    Page 5

8. We note that your website indicated
that both Peter Lacey and Usha Chaudhary are also co-founders of 99 Acquisition Group. We note that your Form S-1 does not mention either
of these co-founders. Please advise us why Peter Lacey and Usha Chaudhary are not addressed in the Form S-1. Additionally, your website
indicated that the investors equity stake “funds are kept in a trust account post-IPO and will be returned to the investors if
one or more companies are not acquired within 24 months.” Advise us whether the funds raised in the offering by the website will
be comingled in anyway with the funds received in the Form S-1 offering which will be deposited into a trust account until a business
combination target is selected.

Response: The Company
acknowledges the Staff’s comment and has revised the disclosure on pages 9 and 34 of the Amended Registration Statement to
clarify that the funds raised in the offering by the website will not be comingled in anyway with the funds received in the Form S-1
offering which will be deposited into a trust account.

9. Finally, specifically address
whether investors in the founder interests can make any claims against the funds to be held in the trust account which will hold the
proceeds from the Form S-1 offering.

Response: The Company acknowledges
the Staff’s comment and has revised the disclosure on pages 16, 77, 121, and 133 of the Amended Registration Statement.

Thank you very much for your time and attention to this matter and please call me at 212-407-4923
if you would like additional information with respect to any of the foregoing.

    Sincerely,

    /s/
    David J. Levine

    David J. Levine

    Partner