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February 26, 2024
Hok Wai Alex Ko
Chief Executive Officer
PS International Group Ltd.
Unit 1002, 10/F
Join-in Hang Sing Centre
No.2-16 Kwai Fung Crescent, Kwai Chung
New Territories, Hong Kong
Re:PS International Group Ltd.
Draft Registration Statement on Form F-4
Submitted January 30, 2024
CIK No. 0001997201
Dear Hok Wai Alex Ko:
            We have reviewed your draft registration statement and have the following comments.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. 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 the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional comments.
Draft Registration Statement on Form F-4
Cover Page
1.Please disclose prominently on the prospectus cover page that you are a Cayman Islands
holding company with operations conducted by your subsidiaries based in Hong Kong and
that this structure involves unique risks to investors. Provide a cross-reference to your
detailed discussion of risks facing the company and the offering as a result of your
corporate structure.

 FirstName LastNameHok Wai Alex Ko
 Comapany NamePS International Group Ltd.
 February 26, 2024 Page 2
 FirstName LastName
Hok Wai Alex Ko
PS International Group Ltd.
February 26, 2024
Page 2
2.Provide prominent disclosure about the legal and operational risks associated with being
based in or having the majority of the company’s operations in Hong Kong. Your
disclosure should make clear whether these risks could result in a material change in your
operations and/or the value of the securities you are registering for sale or could
significantly limit or completely hinder your ability to offer or continue to offer securities
to investors and cause the value of such securities to significantly decline or be worthless.
Your disclosure should address how recent statements and regulatory actions by China’s
government, such as those related to the use of variable interest entities and data security
or anti-monopoly concerns, have or may impact the company’s ability to conduct its
business, accept foreign investments, or list on a U.S. or other foreign exchange. Please
disclose the location of your auditor’s headquarters and whether and how the Holding
Foreign Companies Accountable Act, as amended by the Consolidated Appropriations
Act, 2023, and related regulations will affect your company. Your prospectus summary
should address, but not necessarily be limited to, the risks highlighted on the prospectus
cover page.
3.Clearly disclose how you will refer to the holding company and subsidiaries when
providing the disclosure throughout the document so that it is clear to investors which
entity the disclosure is referencing and which subsidiaries or entities are conducting the
business operations. For example, prominently disclose that your subsidiaries conduct
operations in Hong Kong, and that the holding company does not conduct operations.
Please also disclose clearly that investors will be receiving securities of the holding
company.
4.Please revise your disclosure here to provide a description of how cash is transferred
through your organization and disclose your intentions to distribute earnings or settle
amounts. State whether any transfers, dividends, or distributions have been made to date
between the holding company and its subsidiaries, or to investors, and quantify the
amounts where applicable. In this regard, we note your risk factor disclosure regarding
your reliance on dividends and other distributions on equity paid by your operating
subsidiaries.
Questions and Answers About the Proposals
Q: What equity stake will current Public Shareholders, Sponsor and the PSI shareholders hold in
the Pubco..., page 10
5.Please disclose the Sponsor and its affiliates' total potential ownership in the combined
company, assuming exercise and conversion of all securities.
6.Please revise to disclose all possible sources and extent of dilution that shareholders who
elect not to redeem their shares may experience in connection with the business
combination. Provide disclosure of the impact of each significant source of dilution,
including convertible securities retained by redeeming shareholders, at each of the
redemption levels detailed in your sensitivity analysis, including any needed
assumptions.

 FirstName LastNameHok Wai Alex Ko
 Comapany NamePS International Group Ltd.
 February 26, 2024 Page 3
 FirstName LastNameHok Wai Alex Ko
PS International Group Ltd.
February 26, 2024
Page 3
Q: What interests do AIB Initial Shareholders and Maxim have in the Business Combination?,
page 11
7.Please quantify the aggregate dollar amount and describe the nature of what the Sponsor
and its affiliates have at risk that depends on completion of a business combination.
Include the current value of securities held, loans extended, fees due, and out-of-pocket
expenses for which the sponsor and its affiliates are awaiting reimbursement. Provide
similar disclosure for the Company's officers and directors, if material.
8.Please highlight the risk that the sponsor will benefit from the completion of a business
combination and may be incentivized to complete an acquisition of a less favorable target
company or on terms less favorable to shareholders rather than liquidate.
9.Please clarify whether holders of the private rights will be able to retain the private rights
and any material risks to the holders of your public rights, including those arising from
differences between the private rights included in the private units and public rights.
Q: What happens if a substantial number of AIB Public Shareholders vote in favor of the
Business Combination Proposal..., page 13
10.Please revise your disclosure to show the potential impact of redemptions on the per share
value of the shares owned by non-redeeming shareholders at the minimum, interim and
maximum redemption levels detailed in your sensitivity analysis.
Q: What happens if the Business Combination is not consummated?, page 14
11.We note your disclosure that Maxim would not be paid certain amounts if AIB does not
consummate an initial business combination.  We further note that Maxim Group
performed additional services after the IPO and as part of the IPO underwriting fee was
deferred and conditioned on completion of a business combination.  Please quantify the
aggregate fee and share consideration payable to Maxim that are contingent upon
completion of the business combination.
Q: May AIB Initial Shareholders purchase AIB securities prior to the Meeting?, page 21
12.We note your disclosure that AIB Initial Shareholders and/or their respective affiliates
“may” purchase AIB securities from investors, or enter into transactions with such
investors and others to provide them with incentives to acquire AIB Ordinary Shares or
vote their shares in favor of the Business Combination Proposal.  Please provide your
analysis on how such potential transactions would comply with Rule 14e-5.
Summary of the Proxy Statement/Prospectus, page 24
13.Disclose each permission or approval that you and your subsidiaries are required to obtain
from Chinese authorities to operate your business and to offer the securities being
registered to foreign investors. State whether you, and your subsidiaries, are covered by
permissions requirements from the China Securities Regulatory Commission (CSRC),

 FirstName LastNameHok Wai Alex Ko
 Comapany NamePS International Group Ltd.
 February 26, 2024 Page 4
 FirstName LastName
Hok Wai Alex Ko
PS International Group Ltd.
February 26, 2024
Page 4
Cyberspace Administration of China (CAC) or any other governmental agency that is
required, and state affirmatively whether you have received all requisite permissions or
approvals and whether any permissions or approvals have been denied. Please also
describe the consequences to you and your investors if you or your subsidiaries: (i) do not
receive or maintain such permissions or approvals, (ii) inadvertently conclude that such
permissions or approvals are not required, or (iii) applicable laws, regulations, or
interpretations change and you are required to obtain such permissions or approvals in the
future.
14.Provide a clear description of how cash is transferred through your organization. Quantify
any cash flows and transfers of other assets by type that have occurred between the
holding company and its subsidiaries, and direction of transfer. Quantify any dividends or
distributions that a subsidiary has made to the holding company and which entity made
such transfer, and their tax consequences. Similarly quantify dividends or distributions
made to U.S. investors, the source, and their tax consequences. Your disclosure should
make clear if no transfers, dividends, or distributions have been made to date. Describe
any restrictions on foreign exchange and your ability to transfer cash between entities,
across borders, and to U.S. investors. Describe any restrictions and limitations on your
ability to distribute earnings from the company, including your subsidiaries, to the parent
company and U.S. investors.
Related Agreements and Documents, page 28
15.We note you have entered into Lock-up Agreements, a Registration Rights Agreement,
and a Support Agreement. Please revise your disclosure to discuss the material terms of
such agreements.  For example, we note that the Support Agreement contemplates the
forfeit of shares by the Sponsor under certain circumstances. In addition, please disclose
whether any consideration was given in exchange for these agreements.
Risks Related to Doing Business in the Jurisdictions in Which PSI's Operating Subsidiaries
Operate, page 35
16.Please expand your disclosure here to acknowledge that the Chinese government may
intervene or influence your operations at any time or may exert more oversight and
control over offerings that are conducted overseas and/or foreign investment in China-
based issuers, which could significantly limit or completely hinder your ability to offer or
continue to offer securities to investors and cause the value of such securities to
significantly decline or be worthless. Please include cross-references to the more detailed
discussion of these risks in the prospectus and make any corresponding revisions to your
risk factor disclosure on page 54.

 FirstName LastNameHok Wai Alex Ko
 Comapany NamePS International Group Ltd.
 February 26, 2024 Page 5
 FirstName LastName
Hok Wai Alex Ko
PS International Group Ltd.
February 26, 2024
Page 5
Risk Factors, page 39
17.We note your disclosure on page 76 that the proceeds held in the Trust Account are
invested only in U.S. government treasury obligations with a maturity of 185 days or less
or in money market funds regulated pursuant to rule 2a-7 of the Investment Company
Act.  Please disclose the risk that you could be considered to be operating as an
unregistered investment company.  Disclose that if you are found to be operating as an
unregistered investment company, you may be required to change your operations, wind
down your operations, or register as an investment company under the Investment
Company Act.  Also include disclosure with respect to the consequences to investors if
you are required to wind down your operations as a result of this status, such as the loses
of the investment opportunity in a target company, any price appreciation in the combined
company, and any warrants, which would expire worthless.
Our business, financial condition and results of operations, and/or the value of our ordinary
shares..., page 54
18.Given the significant oversight and discretion of the government of the People’s Republic
of China (PRC) over the operations of your business, please describe any material impact
that intervention or control by the PRC government has or may have on your business or
on the value of your securities.  We remind you that, pursuant to federal securities rules,
the term “control” (including the terms “controlling,” “controlled by,” and “under
common control with”) means “the possession, direct or indirect, of the power to direct or
cause the direction of the management and policies of a person, whether through the
ownership of voting securities, by contract, or otherwise.
Nasdaq may delist AIB's securities from trading on its exchange prior to the Business
Combination..., page 70
19.Please expand this risk factor to discuss that the Business Combination Agreement may be
terminated by PSI if AIB Ordinary Shares have become delisted from Nasdaq and are not
relisted.
The recent joint statement by the SEC and PCAOB, proposed rule changes submitted by Nasdaq,
and the HFCAA..., page 82
20.Please expand this risk factor to disclose that the Holding Foreign Companies
Accountable Act, as amended by the Consolidated Appropriations Act, 2023, decreases
the number of consecutive “non-inspection years” from three years to two years, and thus,
reduces the time before your securities may be prohibited from trading or delisted. Update
your disclosure to describe the potential consequences to you if the PRC adopts positions
at any time in the future that would prevent the PCAOB from continuing to inspect or
investigate completely accounting firms headquartered in mainland China or Hong Kong.

 FirstName LastNameHok Wai Alex Ko
 Comapany NamePS International Group Ltd.
 February 26, 2024 Page 6
 FirstName LastName
Hok Wai Alex Ko
PS International Group Ltd.
February 26, 2024
Page 6
Proposal No. 1 - The Background of AIB's Interaction with PSI
Background of the Business Combination, page 107
21.Please revise your disclosure throughout this section to better identify each of the
individuals that participated in each negotiation.
22.We note your disclosure regarding the DCF calculation prepared by C&P that was the
basis for the proposed valuation range of PSI on August 23, 2023 and the revised DCF
analysis by C&P that was the basis for a proposed adjustment to PSI's pre-money
enterprise valuation on September 19, 2023. Please provide your analysis as to whether
this analysis is "a report, opinion or appraisal materially related to the transaction"
pursuant to Item 4(b) of Form F-4 such that information required by Item 1015(b) of
Regulation M-A with respect to such report, opinion or appraisal is required to be
provided in your filing.

Opinion of KKG, page 113
23.Please revise your disclosure to discuss in greater detail each of the material analyses
conducted by KKG as part of its opinion, and any material assumptions underlying
such analysis. Refer to Item 4(b) of Form S-4 and Item 1015(b)(6) of Regulation M-
A. Provide support for the ultimate conclusions reached in each of the DCF analysis, the
market approach multiple analysis and the equity value calculation.
Material Tax Considerations, page 128
24.We note you disclose that it is the opinion of Ellenoff Grossman & Schole LLP that the
Second Merger, together with the other transactions contemplated by the Business
Combination Agreement, will qualify as an exchange described in Section 351(a) of the
Code.  Please file a tax opinion pursuant to Item 21 of Form S-4 and Item 601(b)(8) of
Regulation S-K.
Unaudited Pro Forma Condensed Combined Financial Information
Unaudited Pro Forma Combined Statement Of Operations, page 142
25.You disclose an adjustment to eliminate interest earned on investments held in Trust
Account Assuming No Redemptions into Cash at June 30, 2023 and December 31, 2022.
However, you have no adjustment Assuming Maximum Redemptions into Cash -
Scenario 2 at June 30, 2023 and December 31, 2022. Please revise since you d