SecProbe.io

CORRESP
1
filename1.htm

Primega
Group Holdings Limited

May
31, 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

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

    Filed
    April 25, 2024

    File
    No. 333-277692

Dear
Mr. Regan:

This
letter is in response to the letter dated May 21, 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.2”) is being filed to accompany this letter.

Amended
Registration Statement on Form F-1

General

1.
We note that the selling shareholders using the resale prospectus have no registration rights and otherwise have no material relationship
with the company other than as stockholders, and that such resales, conducted at market prices, constitute the majority of the shares
being registered for sale pursuant to the registration statement. To help us understand whether these resales are, in fact, being conducted
on behalf of the company, please elaborate upon why the company is registering resales on their behalf in conjunction with the company’s
own firm commitment offering, why the selling shareholders acquired the shares from your controlling shareholder as opposed to acquiring
such shares directly from you, and how they came to be aware of the controlling shareholder’s desire to transfer, sell or dispose
of their shares, and why the controlling stockholder determined to make the sales at that time. As related to Dusk Moon International
Limited and Moss Mist Investment Limited, please also tell us whether Eddid Securities USA, Inc., had any role in, or direct or indirect
participation in facilitating the sale of shares.

The
Company acknowledges the Staff’s comment and respectfully advises the Staff that it has modified the offering structure to remove
the proposed resale of 5,512,500 ordinary shares offered by Dusk Moon International Limited, Moss Mist Investment Limited, Primewin Corporate
Development Limited, Shun Kai Investment Development Limited, and Mr. Man Siu Ming, and has modified the related disclosure in the Amended
Registration Statement No.2, accordingly. The proposed resale of 250,000 ordinary shares offered by Mr. Man Siu Ming, which will be underwritten
by Eddid, will not be removed from the offering structure.

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