SecProbe.io

July 31, 2025
Wong Ming Kwong
Chief Executive Officer
Regenique Group Limited
10 Sinara Drive
#10-25 Square 2
Singapore 307506
Re:Regenique Group Limited
Amendment No. 1 to
Draft Registration Statement on Form F-1
Submitted July 18, 2025
CIK No. 0002063022
Dear Wong Ming Kwong:
            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 June 19, 2025 letter.
Amendment No. 1 to Draft Registration Statement on Form F-1 submitted July 18, 2025
Prospectus Summary, page 1
1.We note your revised disclosure on page 72 in response to prior comment 4 that you
are "preliminarily evaluating the feasibility of entering into comparable markets" in
Southeast Asia and that "as of the date of this prospectus, no definitive arrangements
or material expansion plans have been established." Please revise to balance your
Summary disclosure on page 2 and clarify the status of your expansion plans
accordingly.

July 31, 2025
Page 2
Corporate History, page 4
2.We note your response to comment 7. We note that certain portions of Exhibit
10.6 have been redacted. Please revise the footnote to the exhibit index regarding the
omission of information from certain filed exhibits to specify the rule relied upon.
Pursuant to Item 601(b)(10)(iv), please include a statement at the top of the first page
of such exhibit stating that certain information has been excluded because it is both
not material and the type of information that the registrant treats as private or
confidential.
3.We note your response to comment 8. We note that "[t]wo of the properties (namely
Novena Medical Centre, 10 Sinaran Drive, #10-25, Singapore 307506 and Novena
Medical Centre, 10 Sinaran Drive, #10-26, Singapore 307506) are leased from
ClearSK Healthcare Pte Ltd., which is a Mixed Business and Back-End Entity and a
related party of the Company. One of the properties (namely the warehouse at 114
Lavender Street #09-91 CT Hub 2, Singapore 338729) has been assigned from SGP
Healthcare Investments Pte Ltd, which is a Mixed Business and Back-End Entity and
a related party of the Company..." Please revise to describe the material terms of these
lease agreements, including the termination provisions. Please file the lease
agreements as exhibits to the registration statement or tell us why you believe you are
not required to do so. See Item 601(b)(10) of Regulation S-K.
Use of Proceeds, page 35
4.We note your response to comment 9 and reissue it in part. We note your response
that "it is [y]our mid to long term growth strategy to acquire a controlling stake in a
business" and that "[you] are [in the] preliminary stage of evaluation potential
opportunities but have not yet identified or initiated any specific acquisitions or
transactions." Please revise your disclosure here to clarify the preliminary stage of
evaluation and planned timing for your acquisition strategy accordingly.
Business
Use of MSCs in Aesthetic Treatments, page 64
5.We note your revised disclosure on page 65 in response to prior comment 15 that WJ-
MSCs have a “strong regenerative signaling through a richer mix of biological
signals” and its “high proliferation rate and low immunogenicity places WJ-MSCs at
the forefront of next-generation regenerative and aesthetics application.” Please revise
your provide support for your statements or characterize the same as mangement's
opinions or beliefs.
Our Future Business Activities , page 79
6.We note your response to comment 20 and reissue it in part. Please revise your
disclosure to state, as you do in your response letter, that there have been no payments
paid to date under the License Agreement.

July 31, 2025
Page 3
Combined Financial Statements
Notes to Combined Financial Statements, page F-7
7.In response to comment 24 you set forth that the Company and the related company
acknowledge and agree that the rights granted to the Company are intended to give the
Company the power to direct the activities of the business conducted at the property,
which most significantly impact its economic performance, such that the Company
would be considered the primary beneficiary of the arrangement. Please provide us an
analysis of whether the related company referenced in the response is a VIE and
whether you have any variable interest. Refer to ASC 810-10-05-8 through 05-13 and
25-20 through 25-59. In addition, please expand Note 6, page F-16, to disclose the
amount of the property loan and to state that the loan is not recorded on your financial
statements.
            Please contact Tayyaba Shafique at 202-551-2110 or Michael Fay at 202-551-3812 if
you have questions regarding comments on the financial statements and related
matters. Please contact Robert Augustin at 202-551-8483 or Jane Park at 202-551-7439 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:Virginia Tam