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 March 25, 2025

Jiulong You
Chief Executive Officer
Pinnacle Food Group Limited
600 837 West Hastings Street
Vancouver BC V6C 2X1 Canada

 Re: Pinnacle Food Group Limited
 Amendment No. 1 to Registration Statement on Form F-1
 Filed March 18, 2025
 File No. 333-285363
Dear Jiulong You:

 We have reviewed your amended registration statement and have the
following
comments.

 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.

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

1. Please revise the following exhibits to your registration statement to
address the
 matters noted below:

 Please revise the legal opinions filed as exhibits 5.1 and 5.2,
respectively, to
 remove any inappropriate assumptions. In this regard, it is not
appropriate for a
 counsel to include in its opinion assumptions that assume any of the
material facts
 underlying the opinion. For example, we note the assumptions in the
5.1 legal
 opinion provided by Conyers Dill & Pearman LLP that: (1) "the
Company will
 have sufficient authorised share capital to effect the issue of any
Class A Common
 Shares at the time of issuance;" (2) "at the time of entering into
the Underwriting
 Agreement and issuing and transferring the Class A Common Shares and
 Representative Warrants, and after entering into the Underwriting
Agreement and
 issuing and transferring the Class A Common Shares and
Representative Warrants
 March 25, 2025
Page 2

 and at all other material times, the Company is and will be solvent
and will be
 able to pay its liabilities as they become due;" and (3) "the
resolutions contained
 in the Resolutions were passed by unanimous written resolutions of
the directors
 of the Company, remain in full force and effect and have not been and
will not be
 rescinded or amended." We also note the assumptions in the 5.2 legal
opinion
 provided by Carter Ledyard & Milburn LLP that "[i]n connection with
the opinion
 expressed above, we have assumed that at or prior to the time of the
issuance of
 the Representative s Warrants: (i) the Board of Directors of the
Company shall
 have duly established the terms of the Representative s Warrants
and duly
 authorized their issuance and such authorization shall not have been
modified or
 rescinded." Refer to Section II.B.3.a of Staff Legal Bulletin No. 19.

 Please revise the opinion filed as exhibit 8.2 provided by DLA
Piper (Canada)
 LLP to clarify that Canadian counsel is opining on certain Canadian
legal matters,
 and revise your registration statement to clearly identify which
disclosures are the
 opinion of Canadian legal counsel, including with regard to your tax
disclosures.
 Refer to Section III.A.1 of Staff Legal Bulletin 19.
General

2. We note that slide 13 of your Free Writing Prospectus, filed March 19,
2025,
 discloses that: (1) the global hydroponics market will be valued at $17.3
billion in
 2024, and will grow at a CAGR of 16.2% to reach $66.6 billion by 2033
according to
 Dimensions Market Research (2024); and (2) the global hydroponics market
will
 grow from $15.57 billion in 2024 to $28.95 billion in 2029, representing
a CAGR of
 13.7% according to The Business Research Company (2025). Please revise to
clarify
 the global hydroponics market size in 2024, given that the two sources
cited in your
 slide appear to provide conflicting figures. Please also revise to
provide a more
 detailed discussion of the material assumptions underlying the global
hydroponics
 market size projections for 2029 and 2033, including any assumptions
underlying the
 growth percentages. Revise your registration statement to include
conforming
 changes. To the extent you commissioned any of the research cited in
slide 13, please
 disclose the same and file the consent of the relevant third party as an
exhibit to your
 registration statement. See Securities Act Rule 436.
 March 25, 2025
Page 3

 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.
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