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 August 5, 2025

Ricky Ling Fung Sung
Chief Executive Officer
Monkey Tree Investment Ltd
Suite 2514, 25/F, 1111 King s Road
Taikoo Shing, Hong Kong

 Re: Monkey Tree Investment Ltd
 Draft Registration Statement on Form F-1
 Submitted July 7, 2025
 CIK No. 0002070261
Dear Ricky Ling Fung Sung:

 We have reviewed your 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.

Draft Registration Statement on Form F-1 submitted July 7, 2025
Cover Page

1. We note your statement that "Monkey Tree and Fisgard have not
distributed any cash
 dividends or made any other cash distributions." Please revise to state
whether any
 transfers, dividends, or distributions have been made to date between
the holding
 company, its subsidiaries, or to investors, and quantify the amounts
where applicable.
 Provide cross-references to the condensed consolidating schedule and the
 consolidated financial statements. Additionally, we note your disclosure
that "[o]ur
 HK Subsidiaries did not adopt and do not maintain any cash management
policies and
 procedures as of the date of this prospectus." Please clarify whether
you have cash
 management policies that dictate how funds are transferred. Please
include similar
 disclosure in the Prospectus Summary as well.
 August 5, 2025
Page 2

Prospectus Summary, page 1

2. We note your statement that "[a]lthough Monkey Tree HK is not part of
our
 Company, we are licensed by Monkey Tree HK to use the 'Monkey Tree'
brand in the
 course of our business." Please clearly state here, and in the Business
section, whether
 you have any operations and decision-making authority outside of what
you
 license from Monkey Tree HK. In this light, we note your disclosure on
page 24 that
 "the locations of our language learning centers have to be approved by
Monkey Tree
 HK" and "[w]e rely on Monkey Tree HK to design and develop our curricula
and
 provide us with teaching materials, educational materials and ancillary
 products." Please disclose the potential effects on your business and
securities if
 Monkey Tree HK terminates your licenses/franchises. Please revise to
update your
 risk factor disclosure as well.
3. Where you note your revenue for the years ended March 31, 2024, and
2025, please
 revise to also include your indebtedness for those periods, which we
note was
 approximately $2,142,899 and $1,759,784, as of March 31, 2024, and
 2025, respectively.
Corporate History and Structure, page 3

4. Please revise your structure chart on pages 4 and 70 to reflect each of
your
 subsidiaries, including Monkey Tree HK, Panda Garden Language Learning
Ltd.,
 and Canadian Bookstore Ltd. In this regard, we note your disclosure
reflecting that
 these entities are each "[f]ellow subsidiary with common parent
company."
 Additionally, please state the current ownership and voting rights
percentages in
 Monkey Tree Investment Limited (Cayman Islands).
Permission Required from Hong Kong and PRC Authorities, page 13

5. We note that you do not appear to have relied upon an opinion of counsel
with respect
 to your conclusions regarding your permissions and approvals, including
to operate
 your business and offer securities to investors. We also note your
statements that you
 "do not believe [you] are obligated to apply for a cybersecurity review
pursuant to the
 revised CRM," and that you "believe that [you] are not subject to the
CSRC Filing
 Rules." If true, state as much and explain why such an opinion was not
obtained.
Risk Factors
Risks Related to Our Business and the Industry
Our Success depends significantly on the market recognition . . ., page 21

6. We note your statement that "[t]here are other franchisees operating
under the
 'Monkey Tree' brand, and Monkey Tree HK may also operate other language
learning
 centers or carry out business operations under the 'Monkey Tree' brand.
As the
 'Monkey Tree' brand continues to grow in size, extends geographic reach,
and with
 different operators operating under the 'Monkey Tree' brand, we cannot
assure you
 that customer confidence in the 'Monkey Tree' brand will not diminish."
Please revise
 to state, if true, that the other franchisees are ultimately controlled
by your Chief
 Executive Officer, who also owns and/or controls Monkey Tree HK.
 August 5, 2025
Page 3

Our business is subject to an extensive and strict regulatory regime . . .,
page 23

7. We note your statement that "[a]lthough, during the years ended March
31, 2024 and
 2025, and up to the date of this prospectus, we have not been found
non-compliant
 with such applicable laws and regulations, there is no assurance that we
will be
 compliant in the future." Please revise to clearly state whether any
permissions or
 approvals have been denied.
Risks Related to Doing Business in Hong Kong
Although the audit report included in this prospectus is prepared by U.S.
auditors who are
currently inspectable by the PCAOB, . . ., page 42

8. We note your disclosure on page 44 that "[o]ur current auditor is based
in the
 United States and has been inspected by the PCAOB on a regular basis."
However,
 according to your disclosure elsewhere in the draft registration
statement, it appears
 that your auditor is OneStop Assurance PAC, headquartered in Singapore.
Please
 revise for consistency.
Risks Related to Our Class A Ordinary Shares
Monkey Tree has a dual-class share capital structure and Mr. Sung will have the
ability to
control or significantly influence . . ., page 50

9. We note your reference on page 51 to "the twenty-to-one voting ratio
between the two
 classes of [y]our Ordinary Shares" However, we also note, within the
same risk factor,
 and elsewhere in the draft registration statement, that "[e]ach Class A
Ordinary Share
 has one (1) vote and each Class B Ordinary Share has fifty (50) votes."
Please revise
 for consistency.
Capitalization, page 66

10. Please revise your capitalization table to include bank borrowings.
Refer to Item
 3.B of Form 20-F.
Dilution, page 67

11. We note your disclosure that the historical net tangible book value per
Class A
 Ordinary Share was $0.06 at March 31, 2025. This appears to be
inconsistent with
 the disclosure that the historical net tangible book value represents
total tangible
 assets less intangible asset, divided by the number of Ordinary Shares
outstanding
 before the IPO. This appears to represent the historical net tangible
book value for
 both the Class A and Class B Ordinary Shares and not just the Class A
Ordinary
 Shares. Please clarify or revise.
Suppliers, page 88

12. Please revise to include all material terms of the Form of Franchise
Agreement,
 including a description of the monthly royalty fees, the fee due by the
franchisee in
 the case of a serious breach, as well as the material terms of the
agreement that are in
 the sole discretion or control of the franchisor.
 August 5, 2025
Page 4
Competition, page 89

13. We note your statement that you believe you are "of edge
competitiveness" as the
 Chief Executive Officer and Chief Financial Officer of Monkey Tree HK
also serve as
 the Chief Executive Officer and Chief Financial Officer of your Company.
Please
 revise to explain further how your Company has an advantage over other
Monkey
 Tree HK franchisees that are still operating under the direction of
Monkey Tree HK,
 your Chief Executive Officer and Chief Financial Officer. Please also
state how many
 other Monkey Tree HK licensees and/or franchisees there are outside of
your
 company/business. Additionally, please include a cross-reference to your
conflict of
 interest risk factor on page 33.
Business
Licenses and Regulatory Approvals, page 90

14. We note your disclosure that "[w]e have obtained all the necessary
licenses, permits,
 and approvals that are material to our business during the years ended
March 31, 2024
 and 2025, and up to the date of this prospectus" (emphasis added). The
disclosure here
 should not be qualified by materiality. Please make appropriate
revisions to your
 disclosure.
Related-Party Transactions, page 103

15. Please revise your disclosure to more specifically identify the existing
relationship
 with the Company, including naming the "common parent company" for each
entity,
 including Monkey Tree HK, Panda Garden Language Learning Ltd., and
Canadian
 Bookstore Ltd., as well as further clarify the relationship between you
and each entity
 listed here. In this regard, we note your statement on page 1 that
"Monkey Tree HK is
 not part of [y]our Company."
16. Please revise to define "Trade payables." Additionally, for the "Bank
borrowings
 guaranteed by a director," please revise to state the nature of the loan
and the
 transaction in which it was incurred, and the interest rate on the loan.
Refer to Item
 7.B.2 of Form 20-F.
Principal Shareholders, page 105

17. We note footnote 3 regarding the ownership interest of Timberworks
Limited. Please
 revise to include Timberworks Limited in the Principal Shareholders
table. Refer to
 Item 7.A of Form 20-F.
Consolidated Statements of Cash Flows, page F-6

18. We note from your disclosure on page F-20 that the cash flow activity
related to the
 "Amount due from related party" and "Amount due to director" line items
are non-
 trade in nature and unsecured, non-interest bearing and repayable on
demand, and
 appear to be loans made/received. Please tell us your consideration of
presenting these
 cash flows as investing activities pursuant to ASC 230-10-45-12a and
13a.
 August 5, 2025
Page 5
Note 2 - Summary of Significant Accounting Policies, page F-8

19. We note from your disclosure on page 88 that each of your subsidiaries
have entered
 into franchise agreements with Monkey Tree HK, which includes an upfront
franchise
 fee, a license fee and a purchase requirement for proprietary products
and educational
 materials. Please provide us with a detailed discussion of how you
accounted for these
 franchise agreements and cite the specific authoritative literature you
utilized to
 support your accounting treatment.
General

20. We note your disclosure, stating that you "also offer Mandarin learning
courses."
 Your disclosure throughout the draft registration statement, however,
appears to
 primarily focus on details as to the English learning courses you offer.
Please revise
 throughout the draft registration statement to include relevant details
as to your
 Mandarin learning courses, or if such courses are aspirational at this
time, please
 revise to clearly state as much.
21. Please revise to disclose the percentage of outstanding shares of Class
B Ordinary
 Shares that the Controlling Shareholder must keep to continue to control
the outcome
 of matters submitted to shareholders for approval, and disclose that the
disparate
 voting rights may have anti-takeover effects preventing a change in
control
 transaction that shareholders might consider in their best interest.
Please make the
 appropriate revisions throughout the draft registration statement where
your dual class
 capital structure is discussed.

 Please contact Patrick Kuhn at 202-551-3308 or Angela Lumley at
202-551-3398 if
you have questions regarding comments on the financial statements and related
matters. Please contact Eddie Kim at 202-551-8713 or Cara Wirth at 202-551-7127
with any
other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
cc: Virginia Tam
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