SecProbe.io

June 10, 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. 2 to Draft Registration Statement on Form F-1
Submitted May 28, 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 May 7, 2025 letter.
Amendment No. 2 to Draft Registration Statement on Form F-1
Cover Page
1.We note your response to prior comment 1 and reissue in part. Please revise your
disclosure to state that your holding company corporate structure involves a unique
risk to investors.

June 10, 2025
Page 2
Prospectus Summary
Business Overview
Our Supplying Manufacturers, page 2
2.We note your response to prior comment 5 including that, with the exception of a
labor outsourcing agreement with one of your major manufacturers, you do not enter
into written contracts with your supplying manufacturers. Please revise your
disclosure to describe the material terms of the labor outsourcing agreement referred
to here (e.g., duration). Additionally, please consider filing this agreement under Item
601(b)(10) of Regulation S-K.
Risk Factors
Risks Related to Our Business
We made a portion of our sales through a third-party sales agent..., page 25
3.We note your response to prior comment 22, including revisions to include a related
risk factor. Please further revise your disclosure here and where appropriate to briefly
discuss the material terms of the agreement with your one (1) third-party U.S. sales
agent (e.g., commission rate, duration, etc.). We also note that you entered into a
written contract with your third-party sales agent in 2022. Please consider filing this
agreement as an exhibit under Item 601(b) of Regulation S-K.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations
For the Year Ended September 30, 2023, compared to Year Ended September 30, 2024, page
72
4.As previously requested in prior comment 18, please expand your discussion of
results of operations to provide quantified explanations for the material changes in
interest expense, net, other income, 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.
Notes to Consolidated Financial Statements
Note 15 - Taxes, page F-23
5.We note your disclosure revisions on page F-24 in response to prior comment 29.
Please further revise to reconcile the income tax benefit computed at statutory rate to
the effective income tax expenses for 2023.

June 10, 2025
Page 3
            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