SecProbe.io

CORRESP
1
filename1.htm

September
4, 2025

Via
EDGAR

Division
of Corporation Finance

Office
of Finance

U.S.
Securities and Exchange Commission

100
F Street, NE

Washington,
D.C., 20549

    Re:
    MEDI
    Group Limited

    Registration
    Statement on Form F-1

    Submitted
    on August 22, 2025

    CIK
    No. 0002022097

    Responses
    to the Staff’s Comments Dated September 2, 2025

Dear
Sirs,

On
behalf of our client, MEDI Group Limited, a foreign private issuer organized under the laws of the Cayman Islands (the “Company”),
we submit to the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
this letter setting forth the Company’s responses to the comments contained in the Staff’s letter dated September 2, 2025
on the Company’s registration statement on Form F-1 filed on August 22, 2025. Concurrently with the submission of this letter,
the Company is submitting its revised registration statement on Form F-1 (the “Revised Registration Statement”) via
EDGAR to the Commission for review in accordance with the procedures of the Commission.

The
Staff’s comments from its letter dated September 2, 2025 is repeated below in bold and followed by the Company’s responses.
We have included page numbers to refer to the location in the Revised Registration Statement where the language addressing the comments
appears. Capitalized terms used but not otherwise defined herein have the meanings set forth in the Revised Registration Statement.

K&L
GATES, SOLICITORS

44th
Floor    Edinburgh Tower    The Landmark    15 Queen’s Road Central    Hong Kong

高蓋茨律師事務所   香港中環皇后大道中15號 置地廣場公爵大廈44樓

T
+852 2230 3500    F +852 2511 9515    klgates.com

    Partners

    Jay
    C. CHIU

    邱志藩

    Scott
    D. PETERMAN

    畢德民

    Vincent
    S.K. TSO

    曹紹基

    Sook
    Young YEU

    呂淑榮

    Janney
    Y. CHONG

    莊    怡

    Virginia
    M.L. TAM

    譚敏亮

    Christopher
    TUNG

    董彥華

    Eugene
    Y.C. YEUNG

    楊睿知

    William
    Z. HO

    何志淵

    Registered Foreign Lawyer (PRC)

    Amigo
    L. XIE

    謝   嵐

    1.
    Please
    remove the underwriter’s over-allotment from the capitalization table and dilution calculation.

In
response to the Staff’s comment, the Company has revised the referenced disclosure on page 49 “CAPITALIZATION” and
50 “DILUTION” of the Revised Registration Statement. We have removed underwriter’s over-allotment column.

Please
contact Virginia Tam of K&L Gates at +852.2230 3535 with any questions or further comments on the responses to the Staff’s
comments.

    Very
    truly yours,

    /s/
    Virginia Tam

    Name:
    Virginia
    Tam