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CORRESP
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filename1.htm

Primega
Group Holdings Limited

June
[  ], 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.2 to Registration Statement on Form F-1

    Filed
    May 31, 2024

    File
    No. 333-277692

Dear
Mr. Regan:

This
letter is in response to the letter dated June 17, 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.3”) is being filed to accompany this letter.

Amendment
No.2 to Registration Statement on Form F-1

General

1.
Please add back Part II of the registration statement which you have deleted when removing the resale prospectus.

The
Company acknowledges the Staff’s comment and respectfully advises the Staff that it has added back Part II of the registration
statement.

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