SecProbe.io

September 19, 2024
Wing Fung Alfred Siu
Chief Executive Officer
NewGenIvf Group Ltd
1/F, Pier 2, Central
Hong Kong, 999077
Re:NewGenIvf Group Ltd
Registration Statement on Form F-1
Filed September 6, 2024
File No. 333-281964
Dear Wing Fung Alfred Siu:
            We have conducted a limited review of your registration statement and have the following
comment(s).
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form F-1
Prospectus Summary, page 1
1.We note your Form 6-K, filed June 3, 2024, discloses that you have entered into a non-
binding term sheet for a potential reverse merger with COVIRIX Medical Pty Ltd. Please
update your disclosure here and where appropriate to discuss the status of this potential
merger. Additionally, please tell us what consideration you gave to including financial
statements of COVIRIX Medical Pty Ltd under Rule 3-05 of Regulation S-X and pro
forma financial statements under Article 11 of Regulation S-X.
Risk Factors, page 20
2.We note that you did not timely file your Form 20-F for the year ended December 31,
2023. Please include a risk factor to disclose that you did not timely file the report and
that you may not be able to timely file similar reports in the future.

September 19, 2024
Page 2
Plan of Distribution, page 62
3.We note your disclosure on page 62 that your selling shareholders may sell their securities
in transactions through underwriters. Please confirm your understanding that the retention
by a selling shareholder of an underwriter would constitute a material change to your plan
of distribution requiring a post-effective amendment. Refer to your undertaking provided
pursuant to Item 512(a)(1)(iii) of Regulation S-K.
Incorporation By Reference, page 74
4.It appears that you do not meet the eligibility requirements to be able to incorporate by
reference. Please note that in order to be able to incorporate by reference, registrants,
including their predecessors, must not have been a blank check company as defined in
Rule 419(a)(2) during the past three years. Refer to General Instruction VI.D of Form F-1.
Please revise or advise.
General
5.We note that in your Form 6-K, filed on May 28, 2024, you disclose that you received a
notice of non-compliance with the Nasdaq requirements pertaining to the minimum bid
price for listed stock pursuant to its rules for continued listing. Please revise the Summary
to describe this notice and include disclosure in the Risk Factor section describing the
risks related to this notice and the risks of a potential delisting.

            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Robert Augustin at 202-551-8483 or Margaret Sawicki at 202-551-7153
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:Darrin Ocasio