SecProbe.io

CORRESP
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 March 19, 2025

 VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F. Street, N.E.

 Washington, D.C. 20549

 Attn: Ms. Aliya Ishmukhamedova

 Re:
 ARB IOT Group Limited

 Registration Statement on Form F-3

 File No.: 333-285785

 Ladies and Gentlemen:

 In accordance with Rule 461 under the Securities
Act of 1933, as amended, we hereby request the acceleration of the effective date of the above-referenced Registration Statement of ARB
IOT Group Limited (the "Company") so that it will become effective at 5:00 p.m., Eastern Time, on Friday, March 21, 2025,
or as soon thereafter as practicable.

 Please contact Kevin (Qixiang) Sun of Bevilacqua
PLLC, counsel to the Company, at (202) 869-0888, ext. 101, to provide notice of effectiveness, or if you have any questions or concerns
regarding the foregoing. We appreciate your assistance in this matter.

 Very truly yours,

 ARB IOT GROUP LIMITED

 /s/ Dato' Sri Liew Kok Leong

 By:
 Dato' Sri Liew Kok Leong

 Title:
 Chief Executive Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 18, 2025

Dato Sri Liew Kok Leong
Chief Executive Officer
ARB IOT Group Ltd
Level 39, Marina Bay Financial Centre Tower 2
10 Marina Boulevard, 018983 Singapore

 Re: ARB IOT Group Ltd
 Registration Statement on Form F-3
 Filed March 13, 2025
 File No. 333-285785
Dear Dato Sri Liew Kok Leong:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Aliya Ishmukhamedova at 202-551-7519 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Technology
cc: Kevin (Qixiang) Sun
</TEXT>
</DOCUMENT>

CORRESP
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ARB
IOT GROUP LIMITED

2F-09,
Pusat Perdagangan IOI

No.
1 Persiaran Puchong Jaya Selatan,

Bandar
Puchong Jaya, 47100 Puchong, Selangor, Malaysia

January
24, 2024

Via
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

100
F. Street, N.E.

Washington,
D.C. 20549

Attn:
Marion Graham

    Re:
    ARB
    IOT Group Limited

    Registration
    Statement on Form F-1

    File
    No. 333-275235

Ladies
and Gentlemen:

In
accordance with Rule 461 under the Securities Act of 1933, as amended, we hereby request the acceleration of the effective date of the
above-referenced Registration Statement of ARB IOT Group Limited so that it will become effective at 4:00 p.m., Eastern Time, on Thursday,
January 25, 2024, or as soon thereafter as practicable.

Please
contact Kevin (Qixiang) Sun of Bevilacqua PLLC, counsel to the Company, at (202) 869-0888, ext. 101, to provide notice of effectiveness,
or if you have any questions or concerns regarding the foregoing. We appreciate your assistance in this matter.

    Very
    truly yours,

    ARB
    IOT Group Limited

    By:
    /s/
    Dato’ Sri Liew Kok Leong

    Name:
    Dato’
    Sri Liew Kok Leong

    Title:
    Chief
    Executive Officer

cc:
Kevin (Qixiang) Sun, Bevilacqua PLLC

United States securities and exchange commission logo
November 7, 2023
Dato’ Sri Liew Kok Leong
Chief Executive Officer
ARB IOT Group Ltd
2F-09, Pusat Perdagangan IOI
No. 1 Persiaran Puchong Jaya Selatan
Bandar Puchong Jaya, 47100 Puchong, Selangor, Malaysia
Re:ARB IOT Group Ltd
Registration Statement on Form F-1
Filed October 31, 2023
File No. 333-275235
Dear Dato’ Sri Liew Kok Leong:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rule 461 regarding requests for acceleration. We remind you that the
company and its management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Marion Graham at 202-551-6521 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology

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March 27, 2023

VIA EDGAR

    To:
    Ms. Kathleen Krebs

    Ms. Jan Woo

    Ms. Melissa Walsh

    Mr. Stephen Krikorian

    United States Securities and Exchange Commission

    Division of Corporation Finance

    100 F Street, NE

    Washington, D.C. 20549

    Re:
    ARB IOT Group Limited

    Registration Statement on Form F-1

    File No.: 333-267697

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act
of 1933, as amended, ARB IOT Group Limited (the “Company”) hereby requests acceleration of effectiveness of the above referenced
Registration Statement so that it will become effective at 5:00 p.m. Eastern Time on March 29, 2023, or as soon as thereafter practicable.

Please contact Kevin (Qixiang) Sun of Bevilacqua
PLLC, counsel to the Company, at (202) 869-0888, ext. 101, to provide notice of effectiveness, or if you have any questions or concerns
regarding the foregoing. We appreciate your assistance in this matter. The Company understands that the representative of the underwriters,
on behalf of the prospective underwriters of the offering, has joined in this request in a separate letter filed with the Securities and
Exchange Commission today.

    Very truly yours,

    ARB IOT Group Limited

    /s/ Dato’ Sri Liew Kok Leong

    By:
    Dato’ Sri Liew Kok Leong

    Title:
    Chief Financial Officer

CORRESP
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March 27, 2023

Securities and Exchange Commission

100 F. Street, NE

Washington, D.C. 20549

    Re:
    ARB IOT Group Limited

    Registration Statement on Form F-1

    File No.  333-267697

VIA EDGAR

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations of the U.S.
Securities and Exchange Commission under the Securities Act of 1933, as amended, Maxim Group LLC, as representative of the underwriters,
hereby requests acceleration of the effective date of the above-referenced Registration Statement so that it will become effective at
5:00 p.m., Washington D.C. time, on Wednesday, March 29, 2023, or as soon thereafter as practicable.

The following is supplemental information supplied under Rule 418(a)(7)
and Rule 460 under the Securities Act of 1933:

    (i)
    Date of preliminary prospectus:  December 22, 2022.

    (ii)
    Dates of distribution:  December 22, 2022 through the date hereof.

    (iii)
    Number of prospective underwriters and selected dealers to whom the preliminary prospectus was furnished: 484.

    (iv)
    Number of prospectuses so distributed: 15.

The undersigned confirms that it has complied with and will continue
to comply with, and it has been informed or will be informed by participating dealers that they have complied with or will comply with,
Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in connection with the above-referenced issue.

    MAXIM GROUP LLC

    By:
    /s/ Clifford A. Teller

    Name:
    Clifford A. Teller

    Title:
    Co-President

CORRESP
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ARB IOT GROUP LIMITED

No. 17-03, Q Sentral, 2A,
Jalan Stesen Sentral 2

Kuala Lumpur Sentral, 50470
Kuala Lumpur, Malaysia

December 21, 2022

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, DC. 20549

Attn: Kathleen Krebs and Jan Woo

 Re: ARB IOT Group Limited

Amendment No. 2 to Registration Statement on
Form F-1

Filed December 5, 2022

File No. 333-267697

Ladies and Gentlemen:

We hereby submit the responses of ARB IOT Group
Limited (the “Company”) to the comments of the staff (the “Staff”) of the U.S. Securities and Exchange
Commission set forth in the Staff’s letter, dated December 16, 2022, providing the Staff’s comments with respect to the Company’s
Amendment No. 2 to Registration Statement on Form F-1 (the “Registration Statement”). Concurrently with the submission
of this letter, the Company is submitting Amendment No. 3 to Registration Statement on Form F-1 (“Amendment No. 3”)
via EDGAR with the Commission.

For the convenience of the Staff, each of the
Staff’s comments is included followed by the corresponding response of the Company.  Unless the context indicates otherwise,
references in this letter to “we,” “us” and “our” refer to the Company on a consolidated basis.

Amendment No. 2 to Form F-1

Capitalization, page 40

 1. Please explain the adjustment made
                                            to the amount presented as USD pro forma retained profits.

Response: We respectfully advise the Staff that we
have updated the capitalization table on page 40.

Underwriting

Lock-Up Agreements, page 105

 2. Please disclose the exceptions to
                                            the lock-up agreements.

Response: We respectfully advise the Staff that we
have added descriptions to disclose the exceptions to the lock-up agreements on page 105.

U.S. Securities and Exchange Commission

December 21, 2022

Page 2

If you would like to discuss any of the responses
to the Staff’s comments or if you would like to discuss any other matters, please contact the undersigned at +603-2276 1143 or
Kevin Sun of Bevilacqua PLLC at (202) 869-0888 (ext. 101).

    Sincerely,

    ARB IOT Group Limited

    By:
    /s/ Dato’ Sri Liew Kok Leong

    Dato’ Sri Liew Kok Leong

    Chief Executive Officer

 cc: Kevin Sun, Esq.

United States securities and exchange commission logo
December 16, 2022
Dato’ Sri Liew Kok Leong
Chief Executive Officer
ARB IOT Group Ltd
No. 17-03, Q Sentral, 2A, Jalan Stesen Sentral 2
Kuala Lumpur Sentral, 50470 Kuala Lumpur
Malaysia
Re:ARB IOT Group Ltd
Amendment No. 2 to Registration Statement on Form F-1
Filed December 5, 2022
File No. 333-267697
Dear Dato’ Sri Liew Kok Leong:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply 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 these comments, we may have additional comments.
Amendment No. 2 to Form F-1
Capitalization, page 40
1.Please explain the adjustment made to the amount presented as USD pro forma retained
profits.
Underwriting
Lock-Up Agreements, page 105
2.Please disclose the exceptions to the lock-up agreements.

 FirstName LastName Dato’ Sri Liew Kok Leong
 Comapany NameARB IOT Group Ltd
 December 16, 2022 Page 2
 FirstName LastName
 Dato’ Sri Liew Kok Leong
ARB IOT Group Ltd
December 16, 2022
Page 2
            You may contact Melissa Walsh, Senior Staff Accountant, at 202-551-3224 or Stephen
Krikorian, Accounting Branch Chief, at 202-551-3488 if you have questions regarding
comments on the financial statements and related matters.  Please contact Kathleen Krebs,
Special Counsel, at 202-551-3350 or Jan Woo, Legal Branch Chief, at 202-551-3453 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Kevin (Qixiang) Sun, Esq.

CORRESP
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ARB IOT GROUP LIMITED

No. 17-03, Q Sentral, 2A, Jalan Stesen Sentral
2

Kuala Lumpur Sentral, 50470 Kuala Lumpur, Malaysia

December 5, 2022

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, DC. 20549

Attn: Priscilla Dao and Kathleen Krebs

 Re: ARB IOT Group Limited

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

Filed November 2, 2022

File No. 333-267697

Ladies and Gentlemen:

We hereby submit the responses of ARB IOT Group
Limited (the “Company”) to the comments of the staff (the “Staff”) of the U.S. Securities and Exchange
Commission set forth in the Staff’s letter, dated November 18, 2022, providing the Staff’s comments with respect to the Company’s
Amendment No.1 to Registration Statement on Form F-1 (the “Registration Statement”). Concurrently with the submission
of this letter, the Company is submitting Amendment No. 2 to Registration Statement on Form F-1 (“Amendment No. 2”)
via EDGAR with the Commission.

For the convenience of the Staff, each of the
Staff’s comments is included followed by the corresponding response of the Company.  Unless the context indicates otherwise,
references in this letter to “we,” “us” and “our” refer to the Company on a consolidated basis.

Amendment No. 1 to Form F-1

Cover Page

 1. Disclose whether your offering is contingent upon on final approval of your NASDAQ listing on your
cover page. Please ensure the disclosure is consistent with your underwriting agreement.

Response: Our offering is contingent upon final approval
of our NASDAQ listing. We have added this disclosure to the cover page of Amendment No. 2.

 2. To the extent you intend to proceed with your offering if your NASDAQ listing is denied, revise your cover page to indicate that
the offering is not contingent on NASDAQ approval of your listing application and that if the shares are not approved for listing, you
may experience difficulty selling your shares. Include risk factor disclosures to address the impact on liquidity and the value of shares.

Response: See our response to Comment #1. The consummation
of our offering is contingent upon final approval of our NASDAQ listing.

Risks Related to This Offering and Ownership
of Our Ordinary shares

We may experience extreme stock price volatility
unrelated to our actual or expected operating

performance..., page 30

 3. Please expand this risk factor to discuss any known factors particular to your offering that may add
to this risk for potential rapid and substantial price volatility, such as your very small public float of 1,200,000 ordinary shares with
the remaining 95% of your shares being held by your indirect parent, ARB Berhad.

Response: We have expanded the risk factor in Amendment
No. 2 to discuss known factors particular to our offering.

U.S. Securities and Exchange Commission

December 5, 2022

Page 2

If you would like to discuss any of the responses
to the Staff’s comments or if you would like to discuss any other matters, please contact the undersigned at +603-2276 1143 or Kevin
Sun of Bevilacqua PLLC at (202) 869-0888 (ext. 101).

    Sincerely,

    ARB IOT Group Limited

    By:
    /s/ Dato’ Sri Liew Kok
    Leong

    Dato’ Sri Liew Kok Leong

    Chief Executive Officer

 cc: Kevin Sun, Esq.

United States securities and exchange commission logo
November 18, 2022
Dato’ Sri Liew Kok Leong
Chief Executive Officer
ARB IOT Group Ltd
No. 17-03, Q Sentral, 2A, Jalan Stesen Sentral 2
Kuala Lumpur Sentral, 50470 Kuala Lumpur
Malaysia
Re:ARB IOT Group Ltd
Amendment No. 1 to Registration Statement on Form F-1
Filed November 2, 2022
File No. 333-267697
Dear Dato’ Sri Liew Kok Leong:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply 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 these comments, we may have additional comments.
Amendment No. 1 to Form F-1
Cover Page
1.Disclose whether your offering is contingent upon on final approval of your NASDAQ
listing on your cover page.  Please ensure the disclosure is consistent with your
underwriting agreement.
2.To the extent you intend to proceed with your offering if your NASDAQ listing is denied,
revise your cover page to indicate that the offering is not contingent on NASDAQ
approval of your listing application and that if the shares are not approved for listing, you
may experience difficulty selling your shares.  Include risk factor disclosures to address
the impact on liquidity and the value of shares.

 FirstName LastName Dato’ Sri Liew Kok Leong
 Comapany NameARB IOT Group Ltd
 November 18, 2022 Page 2
 FirstName LastName
 Dato’ Sri Liew Kok Leong
ARB IOT Group Ltd
November 18, 2022
Page 2
Risks Related to This Offering and Ownership of Our Ordinary shares
We may experience extreme stock price volatility unrelated to our actual or expected operating
performance..., page 30
3.Please expand this risk factor to discuss any known factors particular to your offering that
may add to this risk for potential rapid and substantial price volatility, such as your very
small public float of 1,200,000 ordinary shares with the remaining 95% of your shares
being held by your indirect parent, ARB Berhad.
            You may contact Melissa Walsh, Senior Staff Accountant, at 202-551-3224 or Stephen
Krikorian, Accounting Branch Chief, at 202-551-3488 if you have questions regarding
comments on the financial statements and related matters.  Please contact Priscilla Dao,
Staff Attorney, at 202-551-5997 or Kathleen Krebs, Special Counsel, at 202-551-3350 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Kevin (Qixiang) Sun, Esq.

CORRESP
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ARB
IOT GROUP LIMITED

No.
17-03, Q Sentral, 2A, Jalan Stesen Sentral 2

Kuala
Lumpur Sentral, 50470 Kuala Lumpur, Malaysia

November 1, 2022

U.S.
Securities and Exchange Commission

100 F Street, N.E.

Washington, DC. 20549

Attn: Priscilla Dao and Kathleen Krebs

 Re: ARB
                                            IOT Group Limited

Registration
Statement on Form F-1

Filed
September 30, 2022

File
No. 333-267697

Ladies
and Gentlemen:

We
hereby submit the responses of ARB IOT Group Limited (the “Company”) to the comments of the staff (the “Staff”)
of the U.S. Securities and Exchange Commission set forth in the Staff’s letter, dated October 19, 2022, providing the Staff’s
comments with respect to the Company’s Registration Statement on Form F-1 (as amended, the “Registration Statement”).

For
the convenience of the Staff, each of the Staff’s comments is included followed by the corresponding response of the Company.  Unless
the context indicates otherwise, references in this letter to “we,” “us” and “our” refer to the Company
on a consolidated basis.

Registration
Statement on Form F-1

Notes
to the Audited Financial Statements for the Year Ended 30 June 2022

Note
24. Business Combinations, page F-35

 1. We
                                            note that you have revised your financial statements to recognize intangible assets in response
                                            to prior comment 4. In addition, we note other adjustments made to administrative expenses
                                            and to non-controlling interest for the year ended December 31, 2021. Please revise to label
                                            the prior period financial statements as restated and include the disclosures required by
                                            paragraph 49 of IAS 8.

Response: We respectfully advise
the Staff that we have labelled the prior period financial statements as restated and added Note 28 to the consolidated financial statements
to include the disclosures required by paragraph 49 of IAS 8.

U.S. Securities and Exchange Commission

November 1, 2022

Page 2

If
you would like to discuss any of the responses to the Staff’s comments or if you would like to discuss any other matters, please
contact the undersigned at +603-2276 1143 or Kevin Sun of Bevilacqua PLLC at (202) 869-0888 (ext. 101).

    Sincerely,

    ARB IOT Group Limited

    By:
     /s/ Dato’ Sri Liew Kok Leong

    Dato’ Sri Liew Kok Leong

    Chief Executive Officer

 cc: Kevin
                                            Sun, Esq.

United States securities and exchange commission logo
October 19, 2022
Dato’ Sri Liew Kok Leong
Chief Executive Officer
ARB IOT Group Ltd
No. 17-03, Q Sentral, 2A, Jalan Stesen Sentral 2
Kuala Lumpur Sentral, 50470 Kuala Lumpur
Malaysia
Re:ARB IOT Group Ltd
Registration Statement on Form F-1
Filed September 30, 2022
File No. 333-267697
Dear Dato’ Sri Liew Kok Leong:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply 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 these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our August 26, 2022 letter.
Registration Statement on Form F-1
Notes to the Audited Financial Statements for the Year Ended 30 June 2022
Note 24. Business Combinations, page F-35
1.We note that you have revised your financial statements to recognize intangible assets in
response to prior comment 4.  In addition, we note other adjustments made to
administrative expenses and to non-controlling interest for the year ended December 31,
2021.  Please revise to label the prior period financial statements as restated and include
the disclosures required by paragraph 49 of IAS 8.

 FirstName LastName Dato’ Sri Liew Kok Leong
 Comapany NameARB IOT Group Ltd
 October 19, 2022 Page 2
 FirstName LastName
 Dato’ Sri Liew Kok Leong
ARB IOT Group Ltd
October 19, 2022
Page 2
            You may contact Melissa Walsh, Senior Staff Accountant, at 202-551-3224 or Stephen
Krikorian, Accounting Branch Chief, at 202-551-3488 if you have questions regarding
comments on the financial statements and related matters. Please contact Priscilla Dao, Staff
Attorney, at 202-551-5997 or Kathleen Krebs, Special Counsel, at 202-551-3350 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Kevin (Qixiang) Sun, Esq.

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ARB IOT GROUP LIMITED

No. 17-03, Q Sentral, 2A, Jalan Stesen Sentral
2

Kuala Lumpur Sentral, 50470 Kuala Lumpur, Malaysia

September 30, 2022

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, DC. 20549

Attn: Priscilla Dao and Kathleen Krebs

 Re: ARB IOT Group Limited

Amendment No. 1 to

Draft Registration Statement on
Form F-1

Submitted August 10, 2022

CIK No. 0001930179

Ladies and Gentlemen:

We hereby submit the responses of ARB IOT Group
Limited (the “Company” or “Group”) to the comments of the staff (the “Staff”)
of the U.S. Securities and Exchange Commission set forth in the Staff’s letter, dated August 26, 2022, providing the Staff’s
comments with respect to the Company’s Amendment No. 1 to Draft Registration Statement on Form F-1 (as amended, the “Registration
Statement”).

For the convenience of the Staff, each of the
Staff’s comments is included followed by the corresponding response of the Company.  Unless the context indicates otherwise,
references in this letter to “we,” “us” and “our” refer to the Company on a consolidated basis.

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

Management's Discussion and Analysis of Financial
Condition and Results of Operations

Comparability of Historical Results, page 44

 1. We note your response to prior comment 9. Your historical income statements
should include all economic activity arising from your business. Please revise or explain how you concluded that no additional expenses
were incurred by your parent on your behalf before the six months ended December 31, 2021. For example, tell us what consideration was
given to the treatment of share-based payments and related party transactions, such as common costs and employee benefits, between you
and your parent.

Response: In response to the Staff’s comment,
we have revised the disclosure under “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Comparability
of Historical Results” to state that “ARB Berhad has provided administrative support services to us, and costs associated
with these functions have been allocated to us. Such costs primarily related to human resources and have been primarily reflected within
operating expenses in our consolidated statements of operations. These costs were allocated on the basis of gross profit contribution
and assets. Management believes the basis on which the expenses have been allocated to be a reasonable reflection of the utilization of
services provided to, or the benefit received by, us during the periods presented. The amount of such expenses allocated to us was RM0.7
million ($0.2 million) and RM0.1 million ($0.03 million) for the years ended June 30, 2022 and 2021, respectively, which comprised
RM0.7 million ($0.2 million) and RM0.1 million ($0.03 million) in general and administrative expense.”

In addition, such allocation of expenses was included and
reflected for all financial periods presented in our audited financial statements for the year ended June 30, 2022 and the accompanying
footnotes, particularly, “Note 22. Related Party Disclosures” contained in the Registration Statement. We also have updated
disclosure throughout the Registration Statement to reflect such allocation.

U.S. Securities and Exchange Commission

September 30, 2022

Page 2

Management, page 83

 2. We note your response to previous comment 14. Please state here that
Dato’ Sri Liew Kok Leong is both the Chief Executive Officer and Executive Director of ARB Berhad.

Response: In response to the
Staff’s comment, we revised the disclosure on page 83 to state that Dato’ Sri Liew Kok Leong is both the Chief Executive
Officer and Executive Director of ARB Berhad.

Notes to the Financial Statements for the Year
Ended 30 June 2021

Note 24. Business Combinations, page F-35

 3. We reissue and clarify prior comment 16. Please revise to ensure you
address each of the applicable disclosure requirements in paragraph B64 of IFRS 3. In this regard, please address the disclosures required
in paragraphs (d), (e), (h), (n), (o), and (p). Please be sure that the footnotes to any interim financial statements also include the
applicable disclosures.

Response: In
response to the Staff’s comment, we have addressed each of the applicable disclosure requirements in paragraph B64 of IFRS 3, including
those in paragraphs (d), (e), (h), (n), (o), and (p), with respect to the acquisitions that occurred during the periods presented, in
the footnotes to the audited financial statements for the year ended June 30, 2022 contained in the Registration Statement. The table
below summarizes relevant disclosures and identifies relevant footnotes to the financial statements addressing these IFRS requirements.

    No.

    Paragraphs

    Disclosures

    1.

    IFRS 3, B64 (d)

    the primary reason for the business combination and description of how the acquirer obtained control of the acquiree

    During the financial year ended 30 June 2021, the Group acquired 90% of the outstanding ordinary shares of ARB Agro Technology Sdn. Bhd. (“ARB Agro Tech”) and acquired 100% of the outstanding ordinary shares of ARB Intelligence Sdn. Bhd. (“ARB Intelligence”), as a result of which the Group obtained the control of the two companies.   ARB Agro Tech is a provider of digital agricultural technologies services in Malaysia and ARB Intelligence is a provider of IoT cloud business platform. The Group seeks to augment its capabilities in the data networking products and services market in Malaysia, expand market share and reduce cost through economies of scale from the acquisitions.

    2.

    IFRS, B64 (e)

    a qualitative description of the factors that make up the goodwill recognised, such as expected synergies from combining operations of the acquiree and the acquirer, intangible assets that do not qualify for separate recognition or other factors.

    The goodwill of ARB Intelligence arising from the acquisition largely consists of the synergies and economies of scale expected from combining the operations of the Group and the acquired company.

    3.

    IFRS, B64 (h)

    for acquired receivables:

    Required disclosures in relation to the fair value of the receivables and gross contractual amounts receivable (based on their original invoice amounts) and estimated contractual cashflow not expected to be collected (according to the status of collection) have been included in Note 5 (Trade Receivables) to the audited financial statements for the year ended June 30, 2022.

    (i) the fair value of the receivables;

    (ii) the gross contractual amounts receivable; and

    (iii) the best estimate at the acquisition date of the contractual cashflow not expected to be collected. The disclosures shall be provided by major class of receivable, such as loans, direct finance leases and any other class of receivables.

U.S. Securities and Exchange Commission

September 30, 2022

Page 3

    4.

    IFRS, B64 (n)

    in a bargain purchase

    We added the details of intangible assets and gain on bargain purchase in acquisitions in Note. 10 (Intangible asset), Note 20 (Profit Before Tax), and Note 26 (Business Combination) to the audited financial statements for the year ended June 30, 2022.

    (i) the amount of any gain recognised in accordance with paragraph 34 and the line item in the statement of comprehensive income in which the gain is recognised; and

    We included the following description of the reasons why the transactions resulted in a gain:

    (ii)a description of the reasons why the transaction resulted in a gain.

    -
     The bargain purchase of ARB Agro Tech arising from the acquisition
consists of economic benefits generated from its Supply/Service Agreement. The details of the Supply/Service Agreement are disclosed
in Note 10 (Intangible Asset)

    -
    The bargain purchases of ARB WMS and ARB Innovation arising
from the acquisitions consist of economic benefits generated mainly from cash and bank balances and surplus trade receivables over payables.

    -
    Other acquisitions occurring during the periods presented did
not result in a gain.

    5.

    IFRS, B64 (o)

    for each business combination in which the acquirer holds less than 100 per cent of the equity interests in the acquiree at the acquisition date:

    We provided the required disclosure in Note 18 (Non-Controlling Interests) to the audited financial statements for the year ended June 30, 2022.

    (i) the amount of the
    non-controlling interest in the acquiree recognised at the acquisition date and the measurement basis for that amount;
    and

    (ii) for each
    non-controlling interest in an acquiree measured at fair value, the valuation technique(s) and significant inputs used to measure
    that value.

    6.

    IFRS, B64 (p)

    in a business combination achieved in stages:

    The Group has increased ownership of equity interest by acquiring non-controlling interest of its existing majority-owned
    subsidiaries. Please refer to the disclosures in Note 18 (Non-Controlling Interests) to the audited financial statements for the year ended June 30, 2022.

    (i) the acquisition-date
    fair value of the equity interest in the acquiree held by the acquirer immediately before the acquisition date; and

    (ii) the amount of any
    gain or loss recognised as a result of remeasuring to fair value of the equity interest in the acquiree held by the acquirer before
    the business combination (see paragraph 42) and the line item in the statement of comprehensive income in which that gain or loss is
    recognised.

U.S. Securities and Exchange Commission

September 30, 2022

Page 4

 4. In response to prior comment 17, you indicate that there were no contractual
obligation assets available in both companies so there were no intangible assets to be allocated. An intangible asset is identifiable,
and should be recognized separately from goodwill, if it meets either the separability criterion or the contractual-legal criterion. Please
provide us with a comprehensive accounting analysis addressing how you considered the guidance in paragraphs B31 to B34 of IFRS 3. Your
analysis should include, but not be limited to, what consideration was given to ARB Agro Tech’s supply agreement with a Malaysian
publicly listed company to supply drones to support its business activities as noted from your disclosure on page 73 and referenced in
our prior comment.

Response: In response to the
Staff’s comment, we have revised our disclosure to recognize the intangible asset supported by a Price Purchase Allocation Report.
Please refer to the disclosures in Note 10 (Intangible Asset) to the audited financial statements for the year ended June 30, 2022 for
details.

If you would like to discuss any of the responses
to the Staff’s comments or if you would like to discuss any other matters, please contact the undersigned at +603-2276 1143 or Kevin
Sun of Bevilacqua PLLC at (202) 869-0888 (ext. 101).

    Sincerely,

    ARB IOT Group Limited

    By:
    /s/
    Dato’ Sri Liew Kok Leong

    Dato’ Sri Liew Kok Leong

    Chief Executive Officer

cc: Kevin Sun, Esq.

United States securities and exchange commission logo
August 26, 2022
Dato’ Sri Liew Kok Leong
Chairman of the Board and Chief Executive Officer
ARB IOT Group Ltd
No. 17-03, Q Sentral, 2A, Jalan Stesen Sentral 2
Kuala Lumpur Sentral, 50470 Kuala Lumpur,
Malaysia
Re:ARB IOT Group Ltd
Amendment No. 1 to
Draft Registration Statement on Form F-1
Submitted August 10, 2022
CIK No. 0001930179
Dear Dato’ Sri Liew Kok Leong:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            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 our comments apply 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 these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.  References to our prior comments refer to our letter dated July 25, 2022.
Amendment No. 1 to Draft Registration Statement on Form F-1
Management's Discussion and Analysis of Financial Condition and Results of Operations
Comparability of Historical Results, page 44
1.We note your response to prior comment 9.  Your historical income statements should
include all economic activity arising from your business.  Please revise or explain how
you concluded that no additional expenses were incurred by your parent on your behalf
before the six months ended December 31, 2021.  For example, tell us what consideration
was given to the treatment of share-based payments and related party transactions, such as
common costs and employee benefits, between you and your parent.

 FirstName LastName  Dato’ Sri Liew Kok Leong
 Comapany NameARB IOT Group Ltd
 August 26, 2022 Page 2
 FirstName LastName
  Dato’ Sri Liew Kok Leong
ARB IOT Group Ltd
August 26, 2022
Page 2
Management, page 83
2.We note your response to previous comment 14. Please state here that Dato’ Sri Liew Kok
Leong is both the Chief Executive Officer and Executive Director of ARB Berhad.
Notes to the Financial Statements for the Year Ended 30 June 2021
Note 24. Business Combinations, page F-35
3.We reissue and clarify prior comment 16.  Please revise to ensure you address each of the
applicable disclosure requirements in paragraph B64 of IFRS 3.  In this regard, please
address the disclosures required in paragraphs (d), (e), (h), (n), (o), and (p).  Please be sure
that the footnotes to any interim financial statements also include the applicable
disclosures.
4.In response to prior comment 17, you indicate that there were no contractual obligation
assets available in both companies so there were no intangible assets to be allocated.  An
intangible asset is identifiable, and should be recognized separately from goodwill, if it
meets either the separability criterion or the contractual-legal criterion.  Please provide us
with a comprehensive accounting analysis addressing how you considered the guidance in
paragraphs B31 to B34 of IFRS 3.  Your analysis should include, but not be limited to,
what consideration was given to ARB Agro Tech’s supply agreement with a Malaysian
publicly listed company to supply drones to support its business activities as noted from
your disclosure on page 73 and referenced in our prior comment.
            You may contact Melissa Walsh, Senior Staff Accountant, at 202-551-3224 or Stephen
Krikorian, Accounting Branch Chief, at 202-551-3488 if you have questions regarding
comments on the financial statements and related matters.  Please contact Priscilla Dao, Staff
Attorney, at 202-551-5997 or Kathleen Krebs, Special Counsel, at 202-551-3350 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Kevin (Qixiang) Sun, Esq.

United States securities and exchange commission logo
July 25, 2022
Dato’ Sri Liew Kok Leong
Chairman of the Board and Chief Executive Officer
ARB IOT Group Ltd
No. 17-03, Q Sentral, 2A, Jalan Stesen Sentral 2
Kuala Lumpur Sentral, 50470 Kuala Lumpur,
Malaysia
Re:ARB IOT Group Ltd
Draft Registration Statement on Form F-1
Submitted June 24, 2022
CIK No. 0001930179
Dear Dato’ Sri Liew Kok Leong:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            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 our comments apply 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 these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form F-1
Prospectus Summary
Our Business, page 1
1.In the descriptions of your four business lines, you disclose that you have secured a total
cumulative order book amount of RM166 million ($40.0 million) for your smart home and
building business since its launch in 2019, you have secured RM166 million ($40.0
million) of total purchase orders for your IoT smart agriculture business, and you have
secured multiple contracts, each worth tens of millions RM, from property developers and
construction contractors in your IoT system development business. To provide context,
disclose the amount and percentage of revenues from each of your business lines in the

 FirstName LastName  Dato’ Sri Liew Kok Leong
 Comapany NameARB IOT Group Ltd
 July 25, 2022 Page 2
 FirstName LastName  Dato’ Sri Liew Kok Leong
ARB IOT Group Ltd
July 25, 2022
Page 2
last fiscal year and most recent interim period. In addition, clarify any risk that these
future orders and contracts may not come to fruition.
2.Please clarify how the industrial business systems you provide under your IoT System
Development business line fall under the umbrella of IoT.
Corporate History and Structure, page 6
3.Please provide an organizational diagram reflecting your corporate structure upon
completion of the offering in addition to, or in lieu of, the diagram showing your current
corporate structure. In the diagram, please indicate each entity's place of incorporation and
disclose the anticipated percentage ownership in the company by public shareholders,
your controlling shareholder (ARB Berhad) and other significant beneficial owners.  If
any person will have control over the company through ARB Berhad or its subsidiaries,
please include them in the diagram and indicate the nature of their control.  In this regard,
we note that Dato’ Sri Liew Kok Leong is the Chief Executive Officer of ARB Berhad,
owns over 20% of the equity interests in ARB Berhad, is the sole director of the
company's immediate parent, ARB IOT Limited, and has voting and investment power
over the company's shares held by ARB IOT Limited.
Risk Factors
We have engaged in transactions with related parties, and such transactions present possible
conflicts of interest..., page 13
4.Please disclose that you have also entered into transactions with another company
where Dato’ Sri Liew Kok Leong is Executive Director.
We depend on a limited number of customers for a large portion of our revenues, page 15
5.To provide context to this disclosure, please indicate the business line under which each
customer generated revenues for the periods you discuss. In addition, disclose that one of
the major customers for the six months ended June 30, 2021 was a related party, and
disclose the percentage of revenues attributable to that related party. Indicate whether any
of the other major customers were related parties.
Our success in the IoT gadgets distribution business depends on our relationships..., page 16
6.You indicate that you source IoT gadgets from one third party supplier and that you may
be unable to replace them with suitable alternatives in a timely manner on commercially
acceptable terms or at all. Please disclose the material terms of your agreements with this
third party supplier, including the term and any termination provisions.
We source software and hardware from various local suppliers..., page 16
7.This risk factors and the preceding risk factor  discuss potential risks related to your
supply chain. Please update your risks characterized as potential if recent supply chain
disruptions have impacted your operations.

 FirstName LastName  Dato’ Sri Liew Kok Leong
 Comapany NameARB IOT Group Ltd
 July 25, 2022 Page 3
 FirstName LastName  Dato’ Sri Liew Kok Leong
ARB IOT Group Ltd
July 25, 2022
Page 3
The COVID-19 pandemic may cause a material adverse effect on our business, page 22
8.You disclose that the COVID-19 pandemic "may" cause a material adverse effect on your
business and results; however, your disclosure in Management's Discussion and Analysis
indicates that the COVID-19 pandemic has materially affected your business. Please
discuss how the pandemic has impacted your business, financial condition and results of
operations.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Comparability of Historical Results, page 44
9.You indicate that certain costs of ARB Berhad have been allocated to you starting in the
six months ended December 31, 2021.  Please explain why you did not make cost
allocations before that period.  In addition, please tell us why your financial statements for
the year ended June 30, 2020 reflect no employee benefits, as noted from your disclosure
in Note 21 on page F-33.  Refer to SAB Topic 1.B.1.
Results of Operations
Six Months Ended December 31, 2020 Compared to Six Months Ended December 31, 2021,
page 46
10.You indicate that the increase in revenues from the IoT System Development line of
business was attributable in part to a RM77 million ($18 million) contract from a
Malaysia publicly listed company that is primarily involved in property development and
construction in Malaysia. Please clarify if this is the same contract you disclose on page
88 as a related party contract with the subsidiary of Ageson Berhad. If so, disclose that
this contract is with a related party.
Industry, page 58
11.You refer to a Frost & Sullivan analysis as a source for information and data presented in
this disclosure. Please disclose the specific Frost & Sullivan report(s). Tell us whether any
of these reports were prepared for you in connection with this offering.
Global Hydroponics Market Trends, page 62
12.Please clarify how the opportunity and growth in the global hydroponics market relates to
the company’s specific market opportunity. Disclose the source of the global data
discussed.
Hydroponics Industry in Malaysia, page 63
13.You discuss the hydroponic farming markets in Malaysia and, in the next section, the
ASEAN region, but do not discuss the extent to which IoT is used in these markets or how
it is used. Please expand your disclosure to further clarify your specific IoT market
opportunity in this area.

 FirstName LastName  Dato’ Sri Liew Kok Leong
 Comapany NameARB IOT Group Ltd
 July 25, 2022 Page 4
 FirstName LastName
  Dato’ Sri Liew Kok Leong
ARB IOT Group Ltd
July 25, 2022
Page 4
Management, page 82
14.Please clarify if Dato’ Sri Liew Kok Leong is the Chief Executive Officer of ARB
Berhad, as you indicate here, or the Executive Director of ARB Berhad, as you indicate on
pages 24 and 88.
Notes to the Financial Statements for the Year Ended 30 June 2021
Note 22. Related Party Disclosures, page F-33
15.You state that, “The Group has related party relationship with its subsidiaries, Directors
and companies in which Directors of the Group have interest.”  Revise to also include
transactions with your ultimate controlling shareholder, ARB Berhad, in your related party
disclosures.  Refer to paragraphs 9, 18, and 19 of IAS 24.
Note 24. Business Combinations, page F-35
16.Please revise to ensure you address each of the applicable disclosure requirements in
paragraph B64 of IFRS 3.
17.For each of your business combinations, tell us what consideration was given to separately
recognizing any identifiable intangible assets acquired.  We note, for example, from your
disclosure on page 72 that ARB Agro Tech has a supply agreement with a Malaysian
publicly listed company to supply drones to support its business activities.  Refer to
paragraphs B31 to B34 of IFRS 3.
Notes to the Unaudited Condensed Financial Statements for the Six Months Ended 31 December
2021
Note 24. Related Party Disclosures, page F-70
18.Please explain how the RM77 million transaction related to the rendering of information
technology system is reflected in your financial statements for the six months ended
December 31, 2020.
General
19.You indicate that you are offering ordinary shares on a firm commitment basis.
Therefore, please uncheck the box on the registration statement cover page indicating you
are offering securities on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933.
20.Please supplementally provide us with 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,
present to potential investors in reliance on Section 5(d) of the Securities Act, whether or
not they retain copies of the communications.

 FirstName LastName  Dato’ Sri Liew Kok Leong
 Comapany NameARB IOT Group Ltd
 July 25, 2022 Page 5
 FirstName LastName
  Dato’ Sri Liew Kok Leong
ARB IOT Group Ltd
July 25, 2022
Page 5
            You may contact Melissa Walsh, Senior Staff Accountant, at 202-551-3224 or Stephen
Krikorian, Accounting Branch Chief, at 202-551-3488 if you have questions regarding
comments on the financial statements and related matters.  Please contact Priscilla Dao, Staff
Attorney, at 202-551-5997 or Kathleen Krebs, Special Counsel, at 202-551-3350 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Kevin (Qixiang) Sun, Esq.