SecProbe.io

May 7, 2025
Chun Kwok Stanley Ting
Chief Executive Officer
JM Group Ltd
Unit 812, 8/F, Harbour Center Tower 1
1 Hok Cheung Street, Hung Hom, Kowloon
Hong Kong
Re:JM Group Ltd
Amendment No. 1 to Draft Registration Statement on Form F-1
Submitted April 10, 2025
CIK No. 0002049717
Dear Chun Kwok Stanley Ting:
            We have reviewed your amended draft registration statement and have the following
comment(s).
            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 January 29, 2025 letter.
Amendment No. 1 to Draft Registration Statement on Form F-1
Cover Page
Please revise your disclosure to state that your holding company corporate structure
involves a unique risk to investors. Further, please acknowledge that Chinese
regulatory authorities could disallow your corporate structure, which would likely
result in a material change in your operations and/or a material change in the value of
the securities you are registering for sale, including that it could cause the value of the

 1.

May 7, 2025
Page 2
such securities to significantly decline or become worthless. Provide a cross-reference
to your detailed discussion of risks facing the company and the offering as a result of
this structure.
2.Please refer to the paragraph discussing recent dividends. Please revise to provide a
cross-reference to the company's consolidated financial statements.
3.Please amend your disclosure on the prospectus cover page and in the summary risk
factors and risk factors sections to state that, to the extent cash or assets in
the business is in Hong Kong or a Hong Kong entity, the funds or assets may not
be available to fund operations or for other use outside of the Hong Kong due
to interventions in or the imposition of restrictions and limitations on the ability of
you or your subsidiaries by the PRC government to transfer cash or assets. On the
prospectus cover page, please provide cross-references to these other discussions.
Prospectus Summary, page 1
4.To the extent you have cash management policies that dictate how funds are
transferred between you and your subsidiary, summarize the policies on
your prospectus cover page and in the prospectus summary, and disclose the source of
such policies (e.g., whether they are contractual in nature, pursuant to regulations,
etc.); alternatively, state on the prospectus cover page and in the prospectus summary
that you have no such cash management policies that dictate how funds are
transferred. Provide a cross-reference on the prospectus cover page to the discussion
of this issue in the prospectus summary.
Business Overview
Our Supplying Manufacturers, page 2
5.Please revise your disclosure here and elsewhere as appropriate to make clear that you
have not entered into written contacts with your supplying manufacturers upon which
your business is dependent. Additionally, please briefly expand your discussion of
these relationships to provide detail regarding what terms (e.g., duration) are
understood to be in place with your major supplying manufacturers, if any. We note
your risk factor beginning "We have a limited number of supplying manufacturers..."
on page 25, including the statement that the manufacturers have "flexibility
terminating" the business relationship without advanced notice.
Corporate History and Holding Company Structure, page 11
6.Please revise your corporate structure diagram here and on page 60 to include Mr.
Ting, your founder and CEO, including pre- and post-offering holdings and voting
power, respectively, as well as any additional minority shareholders, including public
shareholders.
Transfers of Cash to and from Our Subsidiary, page 12
7.Please revise the US$ translation of the HKD9,000,000 dividend paid to Mr. Ting on
October 31, 2022. Please also revise the same translation on pages 48 and 57.
Please revise your disclosure to state whether you have made any transfers or
distributions to date between the holding company and your subsidiary, or to 8.

May 7, 2025
Page 3
investors, and quantify the amounts were applicable. We note your disclosure
regarding dividends paid as well as your statement that no other dividends have been
declare or paid by JM Group.
Implications of Being a Controlled Company, page 15
9.Please revise your disclosure to provide an accurate cross-reference to your risk
factor discussion regarding your status as a controlled company and decision whether
to rely on this exemption under the rules of the Nasdaq Capital Market. Revise your
disclosure here to state whether you intend to take advantage of the related
exemptions and the nature of the available exemptions. Additionally, please revise
your Risk Factors section as appropriate to provide a concise discussion of the
associated risks, including to discuss the risks to shareholders that arise from this
control, for example, if true, the anti-takeover effects of this ownership and that these
stockholders will have the ability to determine all matters requiring approval by
stockholders.
Summary Consolidated Financial and Operating Data, page 18
10.Many amounts in the tables on pages 18-20 for both years ended September 30, 2023
and 2024 do not agree with the amounts disclosed in the financial statements on pages
F-4, F-5 and F-7. Please revise accordingly.
11.It appears there are formatting issues with the Summary Consolidated Balance Sheets
and Summary Consolidated Statements of Cash Flows and that amounts are being
shown on incorrect lines. For instance, on the balance sheet, other non-current assets
at September 30, 2023 should be HKD58,960 and total non-current assets should
be HKD2,466,162. Please revise accordingly.
Risk Factors, page 21
12.Please revise to add a risk factor discussing recent changes in worldwide tariffs on
imports and exports and how such changes (including any trade barriers or tensions)
have or will impact the company’s business and operations. Discuss whether you have
or expect to lose customers, encounter decreased sales or revenues or increased costs
due to tariffs, trade barriers, or trade tensions among countries. Please also discuss
whether your products are sensitive to changes in tariffs or any other trade barriers or
tensions. Lastly, if applicable, please revise the MD&A section to discuss any known
trends or uncertainties that have had or that are reasonably likely to have a material
favorable or unfavorable impact on the company’s operating results or financial
condition.
Risks Related to Our Business
Our working capital deficiency raises substantial doubt regarding our ability to continue as a
going concern., page 21
13.We note your reporting currency is Hong Kong dollars and you present translations of
amounts in the financial statements and in other certain disclosures from HKD into
US$ as of and for the year ended September 30, 2024 solely for the convenience of
the reader. Please revise the disclosure of the working capital deficit as of September
30, 2024 to present the amount in the company's reporting currency.

May 7, 2025
Page 4
Risks Related to Our Business
We have a substantial customer concentration..., page 24
14.Please revise your disclosure to make clear whether you have written agreements in
place with regard to your vendor agreements with Major Customer 1 and Major
Customer 2. Please revise to briefly expand your discussion of the key terms of these
agreements (e.g., duration). We note that with regard to Major Customer 1, either
party may terminate the agreement at will. Additionally, that your relationship
with Major Customer 2 does not include a long-term contractual arrangement but
rather you are engaged in "order-by-order transactions." However, we also note your
risk factor discussion here describing how you derive a significant portion of your
revenues from a few customers. Consider filing your applicable vendor
agreement(s) under Item 601(b)(10) of Regulation S-K.
Risks Related to Doing Business in Hong Kong
"All of JM Manufacturing HK's operations are in Hong Kong...", page 35
15.Please revise your risk factor caption and disclosure here and in your Summary of
Risk Factors to state that the government of mainland China may exercise significant
oversight and "control" over offerings that are conducted overseas, rather than that the
government may exercise oversight and "discretion."
Capitalization, page 58
16.Your disclosure of 1,000 Ordinary Shares issued and 49,000 outstanding as of
September 30, 2023 and 2024, respectively, in the capitalization table does not appear
to be consistent with your disclosure in the balance sheets on page F-4. Please revise
to reconcile the difference.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations
Revenue, page 73
17.We note revenue increased from HKD119,097,976 for the year ended September 30,
2023 to HKD221,238,043 for the year ended September 30, 2024, but you also
disclose, "this decline was primarily due to a significant decrease in one-off sales of
automotive batteries." Please revise your disclosure to provide quantified explanations
for the increase in revenue. In your disclosure, please quantify and analyze all
material factors attributable to changes in prices or to changes in the volume or
amount of goods or services being sold. Refer to Item 4(a) of Form F-1, Item 5 of
Form 20-F, and SEC Interpretive Release No. 33-8350.
Selling, general and administrative expenses, page 74
Please provide quantified explanations for the decrease in selling, general and
administrative expenses and describe how the changes relate to the significant
increase in revenue. In this regard, we note the main category increase was in selling
and marketing, but that change was primarily caused by inspection fees. Please also
expand your results of operations discussion to provide quantified explanations for the
 18.

May 7, 2025
Page 5
material changes in interest expense, net, other income, bank charge, and other
expense. Refer to Item 4(a) of Form F-1, Item 5 of Form 20-F, and SEC Interpretive
Release No. 33-8350.
Auditor's remuneration, page 75
19.We note your disclosure that audit fees decreased from 2023 to 2024 due to a decrease
in incurred audit fees in preparation for going public. Please further explain why the
registration statement process would result in decreased audit fees.
Income (losses) from operations, page 75
20.It appears the amounts discussed in this paragraph refer to Income (Loss) before
Income Tax Provision, and not Income (Loss) from Operations. Additionally, you
disclosed, "this decrease was primarily due to reduced sales demand, while operating
expenses remained constant," which is not consistent with the amounts presented.
Please revise accordingly.
Liquidity and Capital Resources
Cash Flows, page 78
21.Please revise the amounts of net cash generated in operating activities and cash flow
used in financing activities for the year ended September 30, 2024 disclosed in the
narrative discussions on page 79 to be consistent with the amounts presented in the
table on page 78.
Business
Sales and Marketing, page 87
22.Please revise your disclosure to briefly expand your discussion of your relationship
with your third-party sales representatives. For example, but not limited to, please
state whether you enter into any contractual arrangements with these individuals or
contracting agencies. For context, please clarify the number of these representatives
you use to conduct sales and provide a brief statement as to why you engage these
parties rather than all sales and customer base development through your
merchandising or other in-company parties.
Sports and outdoors sector, page 93
23.Please revise your disclosure here to provide brief additional detail regarding the
various market research and industry reports referred to in your Business section and
elsewhere throughout your registration statement as applicable. For example, please
provide the date of publication or other information necessary to clearly identify the
date of the respective reports disclosed here (e.g., Verified Market Research, Wise
Guys Report and IMAC).
Compensation
Compensation of Executive Officers, page 107
We note that you have entered into an employment agreement, the Operative
Employment Agreement, with your Chief Financial Officer Nominee and intend to
enter into employment agreements with your CEO, Mr. Ting, and your director and 24.

May 7, 2025
Page 6
general counsel, Ms. Ting. We also note your intent to file an Ex. 10.1 Form of
Employment Agreement. Please revise your disclosure to both make clear whether
these agreements are similar and accurately reflected in the planned Ex. 10.1.
Alternatively, please file any agreements, including the Operative Employment
Agreement, as an exhibit or tell us why you believe you are not required to do so.
Refer to Items 601(b)(10)(ii) and (iii) of Regulation S-K.
Consolidated Statements of Cash Flows, page F-7
25.Please tell us your basis for classifying the additional capital contribution from
shareholders as an investing activity as opposed to a financing activity. Refer to ASC
230-10-45-14.
26.You present HKD1,562,640 repayment of amount due to related party under financing
activities for the year ended September 30, 2024. This presentation appears to be
inconsistent with your disclosure on page F-25 that the company entered into a debt
waiver agreement with Mr. Ting for the waiver of debt totaling HKD1,568,646 by Mr.
Ting. Please revise to reconcile the difference.
Notes to Consolidated Financial Statements
Note 3 - Summary of Significant Accounting Policies and Practices
Factoring liability, page F-11
27.Please tell us your basis for reporting the cash flows attributable to the sale of
receivables to third parties in cash flows from operating activities when you account
for the factoring arrangement as a secured borrowing. Refer to ASC 230-10-45-14.
Recently issued accounting pronouncements, page F-17
28.It appears that you have adopted ASU 2023-07 guidance, please tell us your
consideration for disclosing the information required in ASC 280-10-50-20 through
50-31.
Note 15 - Taxes, page F-23
29.Please disclose your income tax benefit computed at statutory rate for the year ended
September 30, 2023 in the Hong Kong statutory rats reconciliation table presented on
page F-24.
General
30.Please provide us with supplemental copies of all written communications, as defined
in Rule 405 under the Securities Act, that you, or anyone authorized to do so on your
behalf, have presented or expect to present to potential investors in reliance on Section
5(d) of the Securities Act, whether or not you retained, or intend to retain, copies of
those communications.

May 7, 2025
Page 7
            Please contact Ta Tanisha Meadows at 202-551-3322 or Suying Li at 202-551-3335 if
you have questions regarding comments on the financial statements and related
matters. Please contact Kate Beukenkamp at 202-551-3861 or Donald Field at 202-551-3680
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Zhuoyao (Joy) Hui