SecProbe.io

CORRESP
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filename1.htm

Primega
Group Holdings Limited

April
25, 2024

Via
EDGAR

Mr.
Ruairi Regan

Division
of Corporation Finance

Office
of Real Estate & Construction

U.S.
Securities and Exchange Commission

100
F Street, NE

Washington,
D.C., 20549

    Re:
    Primega
    Group Holdings Limited

    Registration
    Statement on Form F-1

    Filed
    March 6, 2024

    File
    No. 333-277692

Dear
Mr. Regan:

This
letter is in response to the letter dated March 29, 2024, from the staff (the “Staff”) of the U.S. Securities and Exchange
Commission (the “Commission”) addressed to Primega Group Holdings Limited (the “Company,” “we,” and
“our”). For ease of reference the Commission’s comment is recited below and is followed by our response. An amended
registration statement on Form F-1 (“Amended Registration Statement No.1”) is being filed to accompany this letter.

Registration
Statement on Form F-1

General

1.
Given the size of the offering relative to the number of common shares outstanding and held by non-affiliates, please provide us with
a detailed legal and factual analysis explaining your basis for determining that this secondary offering is eligible to be made under
Rule 415(a)(1)(i) and why it should not be treated as a primary offering. In responding, please consider the guidance set forth in Question
612.09 of our Securities Act Rules Compliance and Disclosure Interpretations.

The
Company acknowledges the Staff’s comment and respectfully advises the Staff that it believes the proposed resale of 5,762,500 ordinary
shares of the Company (the “Resale Shares”), par value US$0.00005 per ordinary share (the “Ordinary Shares”),
consisting of 250,000 Ordinary Shares offered by the Company’s director and controlling shareholder, Mr. Man Siu Ming (the “Selling
Shareholder”), and an aggregate of 5,512,500 Ordinary shares offered by Dusk Moon International Limited (“Dusk Moon”),
Moss Mist Investment Limited (“Moss Mist”), Primewin Corporate Development Limited (“Primewin”),
Shun Kai Investment Development Limited (“Shun Kai”) and Mr. Man Siu Ming (collectively, the “Reselling Shareholders,”
and each, a “Reselling Shareholder”) as contemplated in the Registration Statement, is not an indirect primary offering
and is a secondary offering under Rule 415(a)(1)(i) promulgated under the Securities Act of 1933, as amended (the “Securities
Act”).

Our
analysis of the six enumerated factors contained in Question 612.09 of the Securities Act Rules Compliance and Disclosure Interpretations
(“C&DI.612.09”) is as follows:

Background

In
2018, Mr. Man Siu Ming founded the Company’s operating subsidiary, Primega Construction Engineering Co. Limited (“Primega
Construction”) and owned 100% of its shares. In 2022, as part of a reorganization, the Company acquired, through its wholly
owned subsidiary, Celestial Power Group Limited, all the shares of Primega Construction from the Mr. Man Siu Ming and, as consideration
for such, issued 11,249,999 ordinary shares of the Company, par value $0.0001 per share, to the Selling Shareholder on April 14, 2022.

On
July 20, 2022, Mr. Man Siu Ming entered into a sale and purchase agreement with each of Primewin and Shun Kai (collectively, the “2022
Sales and Purchase Agreements”). Pursuant to the 2022 Sales and Purchase Agreements, Mr. Man Siu Ming sold 551,250 ordinary
shares of the Company to each of Primewin and Shun Kai, for a consideration of $103,000 each. The consideration for the Ordinary Shares
was determined by way of negotiations between Mr. Man Siu Ming, Primewin and Shun Kai, with reference to the net asset value of the Company
as of March 31, 2022, as determined from the unaudited management accounts of the Company and its subsidiaries (the “Group”)
for the year ended March 31, 2022.

On
December 5, 2023, Mr. Man Siu Ming entered into a sale and purchase agreement with each of Dusk Moon, and Moss Mist (collectively, the
“2023 Sale and Purchase Agreements”). Pursuant to the 2023 Sale and Purchase Agreements, Mr. Man Siu Ming sold 551,250
ordinary shares of the Company to each of Dusk Moon and Moss Mist, for a consideration of $206,000 each. The consideration for the Ordinary
Shares was determined by way of negotiations between Mr. Man Siu Ming, Dusk Moon and Moss Mist, with reference to the net asset value
of the Company as of September 30, 2023, as determined from the unaudited management accounts of the Group for the six months ended September
30, 2023.

On
February 28, 2024, the Company conducted a 2-for-1 share split, after which the authorized share capital of the Company consists of $50,000
divided into 1,000,000,000 Ordinary Shares, par value US$0.00005 each, and the issued share capital of the Company consists of $1,125
divided into 22,500,000 Ordinary Shares, par value US$0.00005 per share.

The
Company filed the Registration Statement to register for the resale of (a) 250,000 Ordinary Shares offered by the Selling Shareholder,
Mr. Man Siu Ming, and (b) up to 5,512,500 Ordinary shares offered by the Reselling Shareholders, including (i) up to 1,102,500 Ordinary
Shares offered by Dusk Moon, (ii) up to 1,102,500 Ordinary Shares offered by Moss Mist, (iii) up to 1,102,500 Ordinary Shares offered
by Primewin, (iv) up to 1,102,500 Ordinary Shares offered by Shun Kai, and (v) up to 1,102,500 Ordinary Shares offered by Mr. Man Siu
Ming. The 250,000 Ordinary Shares offered by the Selling Shareholder are being underwritten by Eddid Securities USA Inc., the underwriter
(the “Underwriter”) for the Company’s initial public offering (the “IPO”).

Factor
1: How Long the Selling Stockholders Have Held the Securities

Mr.
Man Siu Ming has held his respective Resale Shares since April 14, 2022. Primewin and Shun Kai have held their respective Resale Shares
since the transfer of shares on July 20, 2022 pursuant to the 2022 Sale and Purchase Agreements. The Company believes that the length
of time during which Mr. Man Siu Ming, Primewin and Shun Kai have held their shares demonstrates the sale of the Resale Shares offered
by these Reselling Shareholders is not a primary offering being conducted by or on behalf of the Company.

Dusk
Moon and Moss Mist have held their respective Resale Shares since the transfer of shares on December 5, 2023 pursuant to the 2023 Sale
and Purchase Agreements.

While
the presumption is that the longer securities are held, the less likely it is that a selling shareholder is acting as a conduit for a
primary offering, such a factor is not determinative, and the Commission has, in fact, specifically recognized that a short holding period
does not by itself negate valid investment intent. The Staff regularly permits issuers to register privately issued shares for resale
promptly following, or even prior to, the closing of a private placement transaction.

Factor
2: Circumstances Under Which the Securities Were Acquired

The
circumstances under which the Selling Shareholder and each Reselling Shareholder acquired their respective Resale Shares have been discussed
in detail under the heading “Background” above.

Except
for the 250,000 Ordinary Shares offered by Mr. Man Siu Ming that are being underwritten by the Underwriter, the Selling Shareholder and
Reselling Shareholders have not entered into any other underwriting relationship or arrangement with the Company, nor have they received
any commission or other payment from the Company in connection with the resale of any of its securities. The Company will receive no
proceeds from the resale of the shares, if any, by the Selling Shareholder and the Reselling Shareholders. The Company believes these
circumstances are distinct from those involving a primary offering by or on behalf of the Company.

Furthermore,
Rule 100 of Regulation M defines a “distribution” as “an offering of securities, whether or not subject to registration
under the Securities Act, that is distinguished from ordinary trading transactions by the magnitude of the offering and the
presence of special selling efforts and selling methods.” The Company is not aware of any evidence that would suggest that any
such special selling efforts or selling methods, such as investor presentations or road shows, by or on behalf of the Selling Shareholder
and the Reselling Shareholders, have taken place or are intended to take place if the Registration Statement is declared effective.

Factor
3: Relationship of the Selling Shareholder and Reselling Shareholders to the Issuer

Mr.
Man Siu Ming, the Selling Shareholder and a Reselling Shareholder, is the controlling shareholder and the chairman of the board of directors
of the Company. Except for Mr. Man Siu Ming, no other Reselling Shareholder is an affiliate of the Company.

Primewin
was one of the Company’s major customers for the years ended March 31, 2021 and 2022. The owner of Shun Kai, Mr. Chan Wan Yiu,
is an employee of Primega Construction, which is the Company’s operating subsidiary. Except for the above, the Company does not
have other material relationships with any of the Selling Shareholder and Reselling Shareholders.

Notwithstanding
the Company’s relationship with Mr. Man Siu Ming, Primewin and Shun Kai, except for the 250,000 Ordinary Shares offered by Mr.
Man Siu Ming that are being underwritten by the Underwriter, the Company does not have any other underwriting relationship with any of
the Selling Shareholder and Reselling Shareholders or any other contractual, legal, or other relationship that would allow the Company
to control the timing, nature, or amount of resales of the resale shares following the effectiveness of the Registration Statement or
even whether any such resale shares are resold at all under the Registration Statement. None of the Selling Shareholders and Reselling
Shareholders received any commission or other payment from the Company in connection with the resale of their respective Resale Shares.
To the Company’s knowledge, at no time has a Selling Shareholder or Reselling Shareholder been affiliated with or acted as a securities
broker-dealer or representative thereof. To the extent that the Selling Shareholder and Reselling Shareholders sell their respective
Resale Shares, the Selling Shareholder and Reselling Shareholders will retain all proceeds from such resales, and the Company will not
receive any of the proceeds from the resales.

No
registration rights were granted to Primewin, Shun Kai, Dusk Moon and Moss Mist (collectively, the “Purchasers”) in
the 2022 Sale and Purchase Agreements and the 2023 Sale and Purchase Agreements.

The
Reselling Shareholders were selected to participate in this resale offering because, except for Mr. Man Siu Ming, (i) no other Reselling
Shareholders is an affiliate of the Company, and (ii) the number of shares held by each other Reselling Shareholder is less than 5% of
the outstanding shares of the Company, the resale of which the Company believes is less likely to cause fluctuations in the market price
of the Ordinary Shares following the initial public offering.

Factor
4: Amount of Shares Involved

The
total number of Ordinary Shares registered for resale is 5,762,500, representing 25.61% of the Company’s issued and outstanding
shares as of the date hereof, consisting of (a) 250,000 Ordinary Shares offered by the Selling Shareholder, Mr. Man Siu Ming, and being
underwritten, and (b) 5,512,500 Ordinary shares offered by the Reselling Shareholders, including (i) 1,102,500 Ordinary Shares offered
by Dusk Moon, (ii) 1,102,500 Ordinary Shares offered by Moss Mist, (iii) 1,102,500 Ordinary Shares offered by Primewin, (iv) 1,102,500
Ordinary Shares offered by Shun Kai, and (v) 1,102,500 Ordinary Shares offered by Mr. Man Siu Ming.

Except
for Mr. Man Siu Ming, who owns 80.4% of the outstanding shares as of the date hereof and is seeking to register an aggregate of 6% of
the outstanding shares of the Company, none of the Reselling Shareholders holds or is seeking to register more than 5% of the outstanding
shares of the Company.

Factor
5: Whether the Selling Shareholders are in the Business of Underwriting Securities

Based
on the information supplied to the Company by the Reselling Shareholders, each of the Reselling Shareholders, except for Mr. Man Siu
Ming, is a holding company 100% controlled by an individual. To the Company’s knowledge, the Reselling Shareholders are not, nor
have they ever been, in the business of underwriting securities.

Factor
6: Whether under All the Circumstances it Appears that the Selling Shareholders are Acting as a Conduit for the Company

The
Company respectfully submits that it believes that the circumstances of the offering do not indicate that the Selling Shareholder and
Reselling Shareholders are selling their respective Resale Shares on behalf of the Company. The Company will receive no portion of the
proceeds from any resales. None of the Selling Shareholder and Reselling Shareholders acquired their respective Resale Shares under circumstances
that would indicate that it was receiving compensation from the Company in connection with the resale or that the Company had any financial
interest in the resale of its respective resale shares. Additionally, there is no evidence of special selling efforts or selling methods
that would suggest a view to “distribution.” Finally, to the Company’s knowledge, the Selling Shareholder and Reselling
Shareholders are not in the business of underwriting securities. In light of the facts described above, we respectfully advise the Staff
that we believe the Selling Shareholder and Reselling Shareholders are not acting as underwriters on behalf of, or as a conduit for,
the Company.

We
appreciate the assistance the Staff has provided with its comments. If you have any questions, please do not hesitate to call our counsel,
Ying Li, Esq., of Hunter Taubman Fischer & Li LLC, at (212) 530-2206.

    Very
    truly yours,

    /s/
    Hui Chun Kit

    Name:
    Hui
    Chun Kit

    Title:

    Chief
    Executive Officer

Ying
Li, Esq.

Hunter
Taubman Fischer & Li LLC