SecProbe.io

December 26, 2024
Jiulong You
Chief Executive and Interim Chief Financial Officer
Pinnacle Food Group Limited
600 837 West Hastings Street
Vancouver BC V6C 2X1 Canada
Re:Pinnacle Food Group Limited
Amendment No. 1 to Draft Registration Statement on Form F-1
Submitted December 10, 2024
CIK No. 0002032755
Dear Jiulong You:
            We have reviewed your amended 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. Unless we note otherwise, any references to prior comments are to comments in
our September 19, 2024 letter.
Amendment No. 1 to Draft Registration Statement on Form F-1
Cover Page
1.We note your response to comment 4. Please revise your cover page and prospectus
summary to disclose, as you do on page 96, the exercise price of the representative's
warrants.
Prospectus Summary, page 1
We note your response to comment 7. Please revise your disclosures on pages 2
through 4 to clearly identify the party producing each product. For example, note the
third-party commissioned to design the molds for the Model S, clarify that Seonwo 2.

December 26, 2024
Page 2
and Banjia are the OEM manufacturers that produce the equipment using the molds,
and clearly disclose the parties designing and manufacturing the Model A and R. We
also note your disclosure on page 3 that the Model R is currently in the development
stage, and your disclosure on page 63 that you completed the installation of the first
Model R in November 2024 and provided the FaaS Enterprise subscription package
directly to your first Model R customer in November 2024. Please clarify whether the
Model R is still in development or if it is being sold to customers, either directly by
you or through a distributor. Finally, we note your disclosure on page 64 that the
Model M is an off-the-shelf product purchased from Banjia and Seonwo. Please revise
to disclose this fact in the summary, and clarify whether any customer or enterprise
can purchase the Model M directly from Banjia and Seonwo.
Risk Factors
Supply chain disruptions could adversely impact our operations., page 13
3.We note your response to comment 11. Please revise to disclose the percentage of
your total purchases of materials and outsourced production costs attributable to your
principal suppliers for the six months ended June 30, 2024 and the year ended
December 31, 2023. Please also disclose whether you expect this supplier
concentration to continue going forward.
We may face risks in protecting our intellectual property due to our proxy arrangements.,
page 22
4.We note your revised disclosure that "[a]s the patent [managed by Banjia] is held in
China while we are a non-Chinese entity, Banjia must adhere to Chinese legal
standards, and the disparity between intellectual property laws and dispute resolution
mechanisms across different jurisdictions may further complicate issues related to
patent ownership and enforcement." Please revise to briefly describe the disparities in
patent ownership and enforcement, and the related, specific risks to your business
and investors from these disparities.
Use of Proceeds, page 39
5.We note your response to comment 18. Please revise to briefly discuss the
functionality and capabilities of the Model R that you plan to expand. Please also
clarify whether the anticipated proceeds will be sufficient to fund all of your proposed
purposes, and if not, please provide the amount and sources of other funds needed.
Management's Discussion And Analysis Of Financial Condition And Results Of Operations
Revenue, page 49
6.Please quantify the percentage of your 2023 and 2024 Smart Farming Systems
customers that subsequently purchased extended farming services after the six month
farming period ended. If that percentage is minimal, then please disclose why,
including whether that reflects customer dissatisfaction with your product. We note
the disclosures on pages F-11 and F-31.
7.Please quantify the volume of smart farming systems sales in each period so that
readers can better understand the composition of your reported revenue balances.
Disclose also whether any sales were made to related parties.

December 26, 2024
Page 3
Revenue Recognition, page 56
8.Please expand this disclosure to clearly describe the terms of your material revenue
transactions. Disclose the product return and warranty rights given to distributors and
individual customers and explain how you expect to grow your business if no such
rights are granted. Discuss the extent to which the Registrant has to perform any
work in order to maintain the functionality of the products after they are sold. Clarify
whether customers receive any software updates for their products. Describe the
subscription packages referenced on page 3 and the accounting implications. Describe
the sales transactions that generated the material portion of the contract asset and
liability balances on your Balance Sheets. Clarify your response to comment 41 about
the value of service elements being "minimal" and "immaterial" given the disclosures
throughout the filing about the value of the "data intelligence" you provide to
customers.
Business
Industry Overview, page 58
9.We note your response to comment 30. Please revise your disclosure to quantify the
general costs of smart farming compared to traditional greenhouses.
Our Strengths, page 59
10.We note your response to comment 31 that you "do not have formal agreements with
third-party agricultural experts" and instead "leverage opportunities by participating in
various industry exhibitions and visiting academic agricultural scholars and experts
from universities," and that "[i]n collaboration with these experts, [you] conduct
experimental projects in [y]our company, such as experiments involving nutrient
solutions and probiotics for crop growth," which "allows [you] to gain agricultural
expertise at a minimal cost, primarily covering travel expenses, rather than entering
into formal agreements or incurring the cost of maintaining in-house experts." Please
revise the disclosure in your filing to include this additional detail. Please also clarify
whether you pay these experts any fees for their collaboration.
Our Products, page 61
11.We note your response to comment 34. Please revise to clarify whether customers
who do not purchase your subscription packages can still benefit from your user
application and limited analytics.
Note 11, page F-20
We reviewed your response to comment 44 and reissue in part. Since Li Xia Du is the
majority stockholder, it remains unclear why the redeemable Series E Preferred Stock
that she owns is not classified as temporary equity consistent with the guidance in
ASC 480-10-S99.7. In this regard, we note the risk factors on page 29 and your
disclosure on page 74 that "Our directors may be appointed or removed from office by
an ordinary resolution of shareholders". Consequently, it appears that the majority
stockholder has the ability to ultimately cause the Registrant to redeem her preferred
stock via shareholder resolution and/or the appointment of Directors. We may have 12.

December 26, 2024
Page 4
further comment.
13.Please clarify where the PFAI Series E preferred stock is presented in your June 30,
2024 Balance Sheet on page F-23. Also, please expand your disclosure to clarify
whether there is any circumstance under which the holder of the PFAI Class E
preferred stock can convert/exchange the stock for PFAI Class A common stock. If
that possibility exists then presumably the Registrant could lose control of PFAI.
General
14.We note your response to comment 45 and your disclosure on page 4 that you
"engaged a distributor in British Columbia in October 2023, a distributor in
Saskatchewan in November 2023, and a distributor in New Zealand in November
2023." Please disclose the material terms of your agreements with these distributors
and file these agreements as exhibits to your registration statement, or provide us your
analysis as to why you believe such contracts do not need to be filed. Please also
disclose the material terms of your agreements with Seonwo and Banjia for the
manufacture of the Model S and M, and file these agreements as exhibits to your
registration statement. Finally, please disclose the material terms of your development
agreement with Weijia and E-Shine and your distributor agreement with Billions.
Refer to Item 10.C. of Form 20-F.
            Please contact Al Pavot at 202-551-3738 or Terence O'Brien at 202-551-3355 if you
have questions regarding comments on the financial statements and related matters. Please
contact Juan Grana at 202-551-6034 or Katherine Bagley at 202-551-2545 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:Pang Zhang-Whitaker, Esq.