SecProbe.io

CORRESP
 1
 filename1.htm

 EpicQuest Education Group International Limite1

 200 N. St. Clair Street, Suite 100

 Toledo, OH 43604

 June 11, 2026

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporate Finance

 Washington, DC 20549

 Re:

 EpicQuest Education Group International Limited

 Registration Statement on Form F-3

 File No. 333-296441

 Ladies and Gentlemen:

 Pursuant to Rule 461 of
the Securities Act of 1933, as amended, EpicQuest Education Group International Limited (the "Company"), hereby respectfully
requests that the effective date for the Registration Statement referred to above be accelerated so that it will be declared effective
at 4:00 P.M. (Eastern Time) on June 12, 2026, or as soon thereafter as possible on such date.

 Very truly yours,

 EpicQuest Education Group International Limited

 /s/ Zhenyu Wu

 Name: Zhenyu Wu
Title: Chief Financial Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 June 10, 2026

Zhenyu Wu
Chief Financial Officer
EpicQuest Education Group International Ltd
200 N. St. Clair Street, Suite 100
Toledo, OH 43604

 Re: EpicQuest Education Group International Ltd
 Registration Statement on Form F-3
 Filed June 3, 2026
 File No. 333-296441
Dear Zhenyu Wu:
 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 Christopher Dunham at 202-551-3783 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
cc: Cavas Pavri, Esq.
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 EpicQuest Education Group International Limited

 200 N. St. Clair Street, Suite 100

 Toledo, OH 43604

 November 25, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporate Finance

 Washington, DC 20549

 Re:

 EpicQuest Education Group International Limited

 Registration Statement on Form F-3

 File No. 333-291201

 Ladies and Gentlemen:

 Pursuant to Rule 461 of
the Securities Act of 1933, as amended, EpicQuest Education Group International Limited (the "Company"), hereby respectfully
requests that the effective date for the Registration Statement referred to above be accelerated so that it will be declared effective
at 4:00 P.M. (Eastern Time) on November 28, 2025, or as soon thereafter as possible on such date.

 Very truly yours,

 EpicQuest Education Group International Limited

 /s/ Zhenyu Wu

 Name: Zhenyu Wu
Title: Chief Financial Officer

July 7, 2025
Zhenyu Wu
Chief Financial Officer
EpicQuest Education Group International Ltd
200 N. St. Clair Street
Suite 100
Toledo, OH 43604
Re:EpicQuest Education Group International Ltd
Registration Statement on Form F-3
Filed June 27, 2025
File No. 333-288399
Dear Zhenyu Wu:
            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 Nicholas Nalbantian at 202-551-7470 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Cavas S. Pavri

CORRESP
1
filename1.htm

EpicQuest Education Group International Limited

1209 N. University Blvd.

Middletown, OH 45042

March 25, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporate Finance

Washington, DC 20549

    Re:

    EpicQuest Education Group International Limited

    Registration Statement on Form F-3

    File No. 333-277859

Ladies and Gentlemen:

Pursuant to Rule 461 of
the Securities Act of 1933, as amended, EpicQuest Education Group International Limited (the “Company”), hereby respectfully
requests that the effective date for the Registration Statement referred to above be accelerated so that it will be declared effective
at 4:30 P.M. (Eastern Time) on March 27, 2024, or as soon thereafter as possible on such date.

    Very truly yours,

    EpicQuest Education Group International Limited

    /s/ Zhenyu Wu

    Name: Zhenyu Wu

Title: Chief Financial Officer

United States securities and exchange commission logo
March 15, 2024
Zhenyu Wu
Chief Financial Officer
EpicQuest Education Group International Ltd
1209 N. University Blvd
Middletown, OH 45042
Re:EpicQuest Education Group International Ltd
Registration Statement on Form F-3
Filed March 12, 2024
File No. 333-277859
Dear Zhenyu Wu:
            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 Rebekah Reed at 202-551-5332 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Johnathan Duncan

CORRESP
1
filename1.htm

EpicQuest Education Group International Limited

1209 N. University Blvd.

Middletown, OH 45042

November 2, 2022

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporate Finance

Washington, DC 20549

Re:  EpicQuest Education Group International Limited

    Registration Statement on Form F-3

    File No. 333-264807

Ladies and Gentlemen:

Pursuant to Rule 461 of
the Securities Act of 1933, as amended, EpicQuest Education Group International Limited (the “Company”), hereby respectfully
requests that the effective date for the Registration Statement referred to above be accelerated so that it will be declared effective
at 4:30 P.M. (Eastern Time) on November 4, 2022, or as soon thereafter as possible on such date.

    Very truly yours,

    EpicQuest Education Group International Limited

    /s/ Zhenyu Wu

    Name: Zhenyu Wu
Title: Chief Financial Officer

CORRESP
1
filename1.htm

    September 28, 2022

    ArentFox Schiff LLP

    901 K Street NW

    Suite 700

    Washington, DC 20006

    202.857.6000 MAIN

    202.857.6395 FAX

    afslaw.com

By EDGAR Submission

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Cara Wirth

    Re:
    EpicQuest Education Group International Ltd.

    Amendment No. 2 to Registration Statement on Form F-3

    Filed August 29, 2022

    File No. 333-264807

Ladies and Gentlemen:

This letter is being submitted
on behalf of EpicQuest Education Group International Ltd. (the “Company”) in response to the comment letter, dated
September 19, 2022, of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange
Commission (the “Commission”) with respect to the Company’s Amendment No. 2 to Registration Statement on Form
F-3 filed on August 29, 2022 (the “Registration Statement”). The Company’s amended Registration Statement (the
“Amended Registration Statement”) has been submitted filed with the Commission.

For your convenience, we have
repeated the comment prior to the response in italics.

Amendment No. 2 to Registration Statement on Form F-3 Filed August
29, 2022

Cover Page

1. We note your amended disclosure in response to comment 2. Please revise the cover page to disclose,
if true, that the holding company does not conduct operations. Please also disclose clearly the entity (including the domicile) in which
investors are purchasing an interest.

Response: The Company
has revised the disclosure on the cover page of the Amended Registration Statement as follows (emphasis added):

“We are not a Chinese
operating company but a British Virgin Islands holding company with operations conducted by our four subsidiaries: (i) Quest Holding International
LLC, an Ohio company (which we refer to as “QHI”); (ii) Quest International Education Center LLC, an Ohio company (which we
refer to as “QIE”); (iii) Ameri-Can Education Group Corp., an Ohio company (which we refer to as “Ameri-Can”);
and (iv) Highrim Holding International Limited, a Canadian company (which we refer to as “HHI”). Investors will be purchasing
securities in EpicQuest Education Group International Limited, a British Virgin Islands, which is a holding company and does not conduct
any operations. We refer to EpicQuest Education Group International Limited and its subsidiaries as “we,” “us,”
“our,” the “Company,” or “EpicQuest.”

2. We note your amended disclosure in response to comments 4 and 5. Please revise to include the appropriate
disclosure in your summary risk factors and risk factors sections as well.

Response: The Company
has revised the Amended Registration Statement to address the Staff’s comment.

Prospectus
Summary, page 1

3. We note the organizational structure chart that you added to page 1 in response to comment 7. Please
revise to disclose Wonderland Holdings International Ltd.’s and the Other Shareholders’ percentage ownership of Elite Education Group
International Ltd. To the extent that Other Shareholders are comprised of individuals or entities other than public shareholders, please
revise by footnote or otherwise, to disclose such individuals or entities and include their percentage ownership.

Response: The Company
has revised the Amended Registration Statement to address the Staff’s comment.

4. We note your amended disclosure in response to comment 9, including that “[w]e made this decision
based on the types of activities we conduct in China, which do not believe raises any material issues under Chinese law.” Please
revise to remove the materiality qualifier.

Response: The Company
has revised the Amended Registration Statement to address the Staff’s comment.

General

5. When discussing the Holding Foreign Companies Accountable Act, please update your factual disclosure
throughout your filing to discuss the fact that on August 26, 2022, the Public Company Accounting Oversight Board (PCAOB) signed a Statement
of Protocol with the China Securities Regulatory Commission and the Ministry of Finance of the People’s Republic of China, taking the
first step toward opening access for the PCAOB to inspect and investigate registered public accounting firms headquartered in mainland
China and Hong Kong.

Response: The Company
has revised the Amended Registration Statement to address the Staff’s comment.

* * *

Should you have any questions
regarding the foregoing, please do not hesitate to contact Cavas Pavri at (202) 724-6847.

    Sincerely,

    ARENTFOX SCHIFF LLP

    /s/ Cavas Pavri

    By: Cavas Pavri

Enclosures

cc: Zhenyu Wu, CFO

United States securities and exchange commission logo
September 19, 2022
Zhenyu Wu
Chief Financial Officer
Elite Education Group International Ltd
1209 N. University Blvd.
Middletown, OH 45042
Re:Elite Education Group International Ltd
Amendment No. 2 to Registration Statement on Form F-3
Filed August 29, 2022
File No. 333-264807
Dear Mr. Wu:
            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 10, 2022 letter.
Amendment No. 2 to Registration Statement on Form F-3 Filed August 29, 2022
Cover Page
1.We note your amended disclosure in response to comment 2.  Please revise the cover page
to disclose, if true, that the holding company does not conduct operations.  Please also
disclose clearly the entity (including the domicile) in which investors are purchasing an
interest.
2.We note your amended disclosure in response to comments 4 and 5.  Please revise to
include the appropriate disclosure in your summary risk factors and risk factors sections as
well.

 FirstName LastNameZhenyu Wu
 Comapany NameElite Education Group International Ltd
 September 19, 2022 Page 2
 FirstName LastName
Zhenyu Wu
Elite Education Group International Ltd
September 19, 2022
Page 2
Prospectus Summary, page 1
3.We note the organizational structure chart that you added to page 1 in response to
comment 7.  Please revise to disclose Wonderland Holdings International Ltd.'s and the
Other Shareholders' percentage ownership of Elite Education Group International Ltd.  To
the extent that Other Shareholders are comprised of individuals or entities other than
public shareholders, please revise by footnote or otherwise, to disclose such individuals or
entities and include their percentage ownership.
4.We note your amended disclosure in response to comment 9, including that "[w]e made
this decision based on the types of activities we conduct in China, which do not believe
raises any material issues under Chinese law."  Please revise to remove the materiality
qualifier.
General
5.When discussing the Holding Foreign Companies Accountable Act, please update your
factual disclosure throughout your filing to discuss the fact that on August 26, 2022, the
Public Company Accounting Oversight Board (PCAOB) signed a Statement of Protocol
with the China Securities Regulatory Commission and the Ministry of Finance of the
People's Republic of China, taking the first step toward opening access for the PCAOB to
inspect and investigate registered public accounting firms headquartered in mainland
China and Hong Kong.
            Please contact Cara Wirth at (202) 551-7127 or Dietrich King at (202) 551-8071 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Johnathan C. Duncan

CORRESP
1
filename1.htm

    August 29, 2022

    ArentFox Schiff LLP

    901 K Street NW

    Suite 700

    Washington, DC 20006

    ____________________

    202.857.6000 MAIN

    202.857.6395 FAX

    ____________________

    afslaw.com

By EDGAR Submission

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Cara Wirth

    Re:
    Elite Education Group International Ltd.

    Amendment No. 1 to Registration Statement on Form F-3

    Filed July 22, 2022

    File No. 333-264807

Ladies and Gentlemen:

This letter is being
submitted on behalf of Elite Education Group International Ltd. (“Elite” or the “Company”) in
response to the comment letter, dated August 10, 2022, of the staff of the Division of Corporation Finance (the
“Staff”) of the Securities and Exchange Commission (the “Commission”) with respect to the
Company’s Amendment No. 1 to Registration Statement on Form F-3 filed on July 22, 2022 (the “Registration
Statement”). The Company’s amended Registration Statement (the “Amended Registration Statement”)
has been submitted filed with the Commission.

For your convenience, we have
repeated the comment prior to the response in italics.

Amendment No. 1 to Registration Statement on Form F-3 Filed July
22, 2022

Cover Page

 1. We note your disclosure on the cover page regarding the HFCAA. Please revise your disclosure to
also discuss the Accelerating Holding Foreign Companies Accountable Act.

Response: The Company
has revised the disclosure on the cover page of the Amended Registration Statement to address the Staff’s comment.

 2. Please clearly disclose how you will refer to the holding company and how you will refer to subsidiaries
when providing disclosure throughout the document, consistently differentiating between them so that it is clear to investors which entity
the disclosure is referencing and which subsidiaries or entities are conducting the business operations. Please disclose, if true, that
your subsidiaries conduct operations in China and that the holding company does not conduct operations. Please disclose clearly the entity
(including the domicile) in which investors are purchasing an interest. Please make conforming revisions throughout the prospectus.

Response: The Company
has revised the Amended Registration Statement to address the Staff’s comment.

 3. We note your disclosure on page 2 that "[t]here are no restrictions on our ability to transfer
cash between us and our Ohio-based subsidiaries and our Canadian subsidiary." Provide a description of how cash is transferred through
your organization and disclose your intentions to distribute any earnings. Please 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. Please
revise to provide cross- references to the condensed consolidating schedule and the consolidated financial statements. In doing so, please
note that the financial information is contained in your annual report on Form 20-F.

Response: The Company
has revised the Amended Registration Statement to address the Staff’s as follows:

“All
of our revenue is remitted to us in U.S. dollars, and all the bank accounts owned by us are located in Ohio. There are no
restrictions on our ability to transfer cash between us, our Ohio-based subsidiaries and our Canadian subsidiary, and investors. The
typical structure of cash flows through our organization is as follows: (i) our subsidiaries, which conduct our operations, receive
cash from our operations; and (ii) to the extent Elite requires cash for its expenses, the subsidiaries satisfy such obligations
through intercompany loans made to Elite. QHI, which is our only subsidiary that conducts any business in China, pays its employees
and its operational expenses through payments to its business partner in China, Renda Financial Education Technology Co., Ltd.

During
the fiscal year ending September 30, 2022, cash transfers have been made to date between Elite and our subsidiaries were as follows:
(i) intercompany loans from QHI to QIE of $4.1 million; (ii) intercompany loans from QHI to Ameri-Can of $2.5 million; and (iii)
intercompany loans from QHI to HHI of $3.0 million. See “Prospectus Summary – Cash Flows through Our Organization;
Dividends and Distributions” for more information.

As
of the date of this prospectus, none of our subsidiaries has declared or paid any dividends or made any distributions to Elite, nor does
any of them have intention to do so. As of the date of this prospectus, Elite has not declared any dividend and does not have a plan to
declare a dividend to its shareholders. For more information, please see our consolidated financial statements contained in our most recent
annual report on Form 20-F, which is incorporated by reference herein. See “Prospectus Summary – Cash Flows through Our Organization;
Dividends and Distributions” for more information.”

 4. Please amend your disclosure here and in the summary risk factors and risk factors sections to state
that, to the extent cash in the business is in the PRC or a PRC entity, the funds may not be available to fund operations or for other
use outside of the PRC due to interventions in or the imposition of restrictions and limitations on the ability of you, your subsidiaries,
by the PRC government to transfer cash. On the cover page, provide cross- references to these other discussions. In this light, we note
your statement on page 2 that "[a]ll of our revenue is remitted to us in U.S. dollars, and all the bank accounts owned by us are
located in Ohio." However, we also note that you have employees and certain operations in the PRC. Please respond with respect to
the transfer of any cash to employees or operations in the PRC.

Response: The Company
has revised the Amended Registration Statement to specify that its subsidiary, Quest Holding International LLC (“QHI”), which
is the Company’s only subsidiary that conducts any business in China, pays its employees and its operational expenses through payments
to its business partner in China, Renda Financial Education Technology Co., Ltd. (“Renda”).

The Company
supplementally advises the Staff that other than the payments QHI makes to Renda for the specific purpose of paying its employees
and operational expenses, neither the Company nor any subsidiaries, makes any other payments to China-based entities. Furthermore,
neither the Company nor any subsidiaries maintain any funds in China. As such, the Company respectfully advises the Staff that it
does not have any material risks related to the availability of funds in China or the need to transfer cash out of China.

    2

 5. Discuss whether there are limitations on your ability to transfer cash between you, your subsidiaries,
or investors. Provide a cross-reference to your discussion of this issue in your summary, summary risk factors, and risk factors sections,
as well.

Response: The Company
has revised the Amended Registration Statement to address the Staff’s comment.

 6. To the extent you have cash management policies that dictate how funds are transferred between you,
your subsidiaries, or investors summarize the policies on your 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 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 cover page to the discussion of this issue in the prospectus summary.

Response: The Company
has revised the Amended Registration Statement to add the following disclosure:

“As
of the date of this prospectus, none of our subsidiaries has declared or paid any dividends or made any distributions to Elite, nor does
any of them have intention to do so. As of the date of this prospectus, Elite has not declared any dividend and does not have a plan to
declare a dividend to its shareholders. For more information, please see our consolidated financial statements contained in our most recent
annual report on Form 20-F, which is incorporated by reference herein. We currently do not have cash management policies that dictate
how funds are transferred between us, our subsidiaries or investors. See “Prospectus Summary – Cash Flows through Our Organization;
Dividends and Distributions” for more information.”

Prospectus
Summary, page 1

 7. Provide early in the summary a diagram of the company’s corporate structure, identifying the
person or entity that owns the equity in each depicted entity. Identify clearly the entity in which investors are purchasing their interest
and the entity(ies) in which the company’s operations are conducted. Describe the relevant contractual agreements between the entities,
if any, and how this type of corporate structure may affect investors and the value of their investment, including how and why the contractual
arrangements may be less effective than direct ownership and that the company may incur substantial costs to enforce the terms of the
arrangements, if applicable.

Response: The Company
has revised the Amended Registration Statement to provide the requested corporate structure diagram and to address the Staff’s comment.

 8. We note your summary risk factors on page 3. Please revise to disclose the risk that the Chinese
government may intervene or influence your operations at any time, or may exert more control over offerings conducted overseas and/or
foreign investment in China-based issuers, which could result in a material change in your operations and/or the value of the securities
you are registering for sale. Additionally, please revise so that each summary risk factor has a cross-reference to the relevant individual
detailed risk factor.

Response: The Company
has revised the Amended Registration Statement to address the Staff’s comment.

 9. We note your statement on page 2 that "[t]here can be no assurance, however, that regulators
in China will not take a contrary view or will not subsequently require us to undergo the approval procedures and subject us to penalties
for non-compliance." We also note that you do not appear to have relied upon an opinion of counsel with respect to your conclusions
that you do not need any permissions and approvals to operate your business and to offer securities to investors. If true, please revise
to state as much and explain why such an opinion was not obtained. Additionally, please also describe the consequences to you and your
investors if you, your subsidiaries: (i) do not receive or maintain such permissions or approvals, (ii) inadvertently conclude that such
permissions or approvals are not required, or (iii) applicable laws, regulations, or interpretations change and you are required to obtain
such permissions or approvals in the future. Also, please revise to include this information in your risk factor disclosure.

Response: The Company
has revised the Amended Registration Statement to address the Staff’s comment on page 2 and to include additional disclosure to
the Risk Factor – “Rules and regulations in China can change quickly with little advance notice, creating substantial uncertainty.
Changes in the PRC legal system may adversely affect our business and operations.”

    3

 10. Provide a clear description of how cash is transferred through your organization and disclose your
intentions to distribute earnings. Quantify any cash flows and transfers of other assets by type that have occurred between the holding
company, its subsidiaries, and direction of transfer. Quantify any dividends or distributions that a subsidiary has made to the holding
company and which entity made such transfer, and their tax consequences. Similarly quantify dividends or distributions made to U.S. investors,
the source, and their tax consequences. Your disclosure should make clear if no transfers, dividends, or distributions have been made
to date. Describe any restrictions on foreign exchange and your ability to transfer cash between entities, across borders, and to U.S.
investors. Describe any restrictions and limitations on your ability to distribute earnings from the company, including your subsidiaries,
to the parent company and U.S. investors. In doing so, please note that the financial information is contained in your annual report on
Form 20-F. Additionally, please revise this section to address the issues noted in comments 4-6.

Response: The Company
has revised the Amended Registration Statement to address the Staff’s comment.

Risk Factors,
page 5

 11. We note your risk factors in the section titled "Risks Related to Doing Business in China"
starting on page 5. Given the Chinese government’s significant oversight and discretion over the conduct of your business, please
revise to highlight separately the risk that the Chinese government may intervene or influence your operations at any time, which could
result in a material change in your operations and/or the value of the securities you are registering. Also, given recent statements by
the Chinese government indicating an intent to exert more oversight and control over offerings that are conducted overseas and/or foreign
investment in China-based issuers, acknowledge the risk that any such action could significantly limit or completely hinder your ability
to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless.

Response: The Company
has revised the Amended Registration Statement to include the following new risk factor:

“The Chinese government may intervene
or influence the operations at any time or may exert more control over offerings conducted overseas and foreign investment in China-based
issuers, which could result in a material change in the operations and/or the value of the securities we are registering for sale. Additionally,
the PRC government has recently indicated an intent to exert more oversight over offerings that are conducted overseas and/or foreign
investment in China-based issuers, which could significantly limit or completely hinder our ability to offer or continue to offer securities
to investors and cause the value of such securities to significantly decline or be worthless.

Substantially all of our revenue is currently
derived in China and, historically, a portion of our operations have been conducted in China through QHI. Accordingly, our results of operations,
financial condition and prospects are influenced by economic, political and legal developments in China, especially the government policies
of PRC government. The PRC government has significant oversight and authority to exert influence on the ability of a China-based company
to conduct the business. It regulates and may intervene or influence the operations at any time, which could result in a material adverse
change in the operations and/or the value of the securities we are registering for sale. Implementation of any industry-wide regulations
directly targeting our business operations could cause our securities to significantly decline in value or become worthless. Also, the
PRC government has recently indicated an intent to exert more oversight over offerings that are conducted overseas and/or foreign investment
in China-based issuers. Any such action could significantly limit or completely hinder our ability to offer or continue to offer securities
to investors, and any uncertainties or negative publicity regarding such actions could also materially and adversely affect the business,
prospects, financial condition, reputation, and the trading price of our shares, which may cause our securities to significantly decline
in value or be worthless. Therefore, investors in our comp

United States securities and exchange commission logo
August 10, 2022
Zhenyu Wu
Chief Financial Officer
Elite Education Group International Ltd
1209 N. University Blvd.
Middletown, OH 45042
Re:Elite Education Group International Ltd
Amendment No. 1 to Registration Statement on Form F-3
Filed July 22, 2022
File No. 333-264807
Dear Mr. Wu:
            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 Registration Statement on Form F-3 Filed July 22, 2022
Cover Page
1.We note your disclosure on the cover page regarding the HFCAA.  Please revise your
disclosure to also discuss the Accelerating Holding Foreign Companies Accountable Act.
2.Please clearly disclose how you will refer to the holding company and how you will refer
to subsidiaries when providing disclosure throughout the document, consistently
differentiating between them so that it is clear to investors which entity the disclosure is
referencing and which subsidiaries or entities are conducting the business operations.
Please disclose, if true, that your subsidiaries conduct operations in China and that the
holding company does not conduct operations.  Please disclose clearly the entity
(including the domicile) in which investors are purchasing an interest. Please make
conforming revisions throughout the prospectus.

 FirstName LastNameZhenyu Wu
 Comapany NameElite Education Group International Ltd
 August 10, 2022 Page 2
 FirstName LastNameZhenyu Wu
Elite Education Group International Ltd
August 10, 2022
Page 2
3.We note your disclosure on page 2 that "[t]here are no restrictions on our ability to
transfer cash between us and our Ohio-based subsidiaries and our Canadian subsidiary."
Provide a description of how cash is transferred through your organization and disclose
your intentions to distribute any earnings.  Please 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.  Please revise to provide cross-
references to the condensed consolidating schedule and the consolidated financial
statements. In doing so, please note that the financial information is contained in your
annual report on Form 20-F.
4.Please amend your disclosure here and in the summary risk factors and risk factors
sections to state that, to the extent cash in the business is in the PRC or a PRC entity, the
funds may not be available to fund operations or for other use outside of the PRC due to
interventions in or the imposition of restrictions and limitations on the ability of you, your
subsidiaries, by the PRC government to transfer cash.  On the cover page, provide cross-
references to these other discussions.  In this light, we note your statement on page 2 that
"[a]ll of our revenue is remitted to us in U.S. dollars, and all the bank accounts owned by
us are located in Ohio."  However, we also note that you have employees and certain
operations in the PRC.  Please respond with respect to the transfer of any cash to
employees or operations in the PRC.
5.Discuss whether there are limitations on your ability to transfer cash between you, your
subsidiaries, or investors.  Provide a cross-reference to your discussion of this issue in
your summary, summary risk factors, and risk factors sections, as well.
6.To the extent you have cash management policies that dictate how funds are transferred
between you, your subsidiaries, or investors summarize the policies on your 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
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 cover
page to the discussion of this issue in the prospectus summary.
Prospectus Summary, page 1
7.Provide early in the summary a diagram of the company’s corporate structure, identifying
the person or entity that owns the equity in each depicted entity.  Identify clearly the entity
in which investors are purchasing their interest and the entity(ies) in which the company’s
operations are conducted.  Describe the relevant contractual agreements between the
entities, if any, and how this type of corporate structure may affect investors and the value
of their investment, including how and why the contractual arrangements may be less
effective than direct ownership and that the company may incur substantial costs to
enforce the terms of the arrangements, if applicable.
8.We note your summary risk factors on page 3.  Please revise to disclose the risk that the

 FirstName LastNameZhenyu Wu
 Comapany NameElite Education Group International Ltd
 August 10, 2022 Page 3
 FirstName LastNameZhenyu Wu
Elite Education Group International Ltd
August 10, 2022
Page 3
Chinese government may intervene or influence your operations at any time, or may exert
more control over offerings conducted overseas and/or foreign investment in China-based
issuers, which could result in a material change in your operations and/or the value of the
securities you are registering for sale. Additionally, please revise so that each summary
risk factor has a cross-reference to the relevant individual detailed risk factor.
9.We note your statement on page 2 that "[t]here can be no assurance, however, that
regulators in China will not take a contrary view or will not subsequently require us to
undergo the approval procedures and subject us to penalties for non-compliance."  We
also note that you do not appear to have relied upon an opinion of counsel with respect to
your conclusions that you do not need any permissions and approvals to operate your
business and to offer securities to investors.  If true, please revise to state as much and
explain why such an opinion was not obtained.  Additionally, please also describe the
consequences to you and your investors if you, your subsidiaries: (i) do not receive or
maintain such permissions or approvals, (ii) inadvertently conclude that such permissions
or approvals are not required, or (iii) applicable laws, regulations, or interpretations
change and you are required to obtain such permissions or approvals in the future.  Also,
please revise to include this information in your risk factor disclosure.
10.Provide a clear description of how cash is transferred through your organization and
disclose your intentions to distribute earnings.  Quantify any cash flows and transfers of
other assets by type that have occurred between the holding company, its subsidiaries, and
direction of transfer.  Quantify any dividends or distributions that a subsidiary has made to
the holding company and which entity made such transfer, and their tax consequences.
Similarly quantify dividends or distributions made to U.S. investors, the source, and their
tax consequences.  Your disclosure should make clear if no transfers, dividends, or
distributions have been made to date.  Describe any restrictions on foreign exchange and
your ability to transfer cash between entities, across borders, and to U.S. investors.
Describe any restrictions and limitations on your ability to distribute earnings from the
company, including your subsidiaries, to the parent company and U.S. investors.  In doing
so, please note that the financial information is contained in your annual report on Form
20-F.  Additionally, please revise this section to address the issues noted in comments 4-6.
Risk Factors, page 5
11.We note your risk factors in the section titled "Risks Related to Doing Business in China"
starting on page 5. Given the Chinese government’s significant oversight and discretion
over the conduct of your business, please revise to highlight separately the risk that the
Chinese government may intervene or influence your operations at any time, which could
result in a material change in your operations and/or the value of the securities you are
registering. Also, given recent statements by the Chinese government indicating an intent
to exert more oversight and control over offerings that are conducted overseas and/or
foreign investment in China-based issuers, acknowledge the risk that any such action
could significantly limit or completely hinder your ability to offer or continue to offer

 FirstName LastNameZhenyu Wu
 Comapany NameElite Education Group International Ltd
 August 10, 2022 Page 4
 FirstName LastName
Zhenyu Wu
Elite Education Group International Ltd
August 10, 2022
Page 4
securities to investors and cause the value of such securities to significantly decline or be
worthless.
General
12.In an appropriate place in your annual report please name the directors, officers, or
members of senior management located in the PRC/Hong Kong and revise your
"Enforceability of Civil Liabilities" section on page 22 to address whether or not investors
may being actions under the civil liability provisions of the U.S. federal securities laws
against you, your officers or directors who are residents of a foreign country, and whether
investors may enforce these civil liability provisions when your assets, officers, and
directors are located outside of the United States.
            Please contact Cara Wirth at 202-551-7127 or Dietrich King at 202-551-8071 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Johnathan C. Duncan

CORRESP
1
filename1.htm

    July
    22, 2022

    ArentFox
                                            Schiff LLP

    901
    K Street NW

    Suite
    700

    Washington,
    DC 20006

    ____________________

    202.857.6000
    MAIN

    202.857.6395
    FAX

    ____________________

    afslaw.com

By
EDGAR Submission

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Cara Wirth

    Re:
    Elite
    Education Group International Ltd.

    Registration
    Statement on Form F-3

    Filed
    May 9, 2022

    File
    No. 333-264807

Ladies
and Gentlemen:

This
letter is being submitted on behalf of Elite Education Group International Ltd. (the “Company”) in response to the
comment letter, dated June 2, 2022, of the staff of the Division of Corporation Finance (the “Staff”) of the Securities
and Exchange Commission (the “Commission”) and on the receipt of additional oral comments from the Staff with respect
to the Company’s Registration Statement on Form F-3 filed on May 9, 2022 (the “Registration Statement”). The
Company’s amended Registration Statement (the “Amended Registration Statement”) has been submitted filed with
the Commission.

For
your convenience, we have repeated the comment prior to the response in italics.

Registration
Statement on Form F-3 Filed May 9, 2022

General

 1. We
                                            note your disclosure in the “Geographic Scope of Our Operations” section on page
                                            2, which states that during the fiscal year ending September 30, 2021, all of your customers
                                            were Chinese residents. Please revise your filing, as applicable, to provide more specific
                                            and prominent disclosures about the legal and operational risks associated with China-based
                                            companies. For additional guidance, please see the Division of Corporation Finance’s
                                            Sample Letter to China-Based Companies issued by the Staff in December 2021 available on
                                            our website at https://www.sec.gov/corpfin/sample-letter-china-basedcompanies.

Response:
The Company has revised the Amended Registration Statement to provide more specific and prominent disclosures about the legal and operational
risks associated with companies with China operations.

*
* *

Should
you have any questions regarding the foregoing, please do not hesitate to contact Cavas Pavri at (202) 724-6847.

    Sincerely,

    ARENTFOX
    SCHIFF LLP

    /s/
    Cavas Pavri

    By:
    Cavas Pavri

    Enclosures

    cc:
    Zhenyu Wu, CFO

CORRESP
1
filename1.htm

    June 14, 2022

    ArentFox Schiff LLP

    901 K Street NW

    Suite 700

    Washington, DC 20006

    ____________________

    202.857.6000 MAIN

    202.857.6395 FAX

    ____________________

    afslaw.com

By EDGAR Submission

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Cara Wirth

    Re:
    Elite Education Group International Ltd.

    Registration Statement on Form F-3

    Filed May 9, 2022

    File No. 333-264807

Ladies and Gentlemen:

This letter is being submitted
on behalf of Elite Education Group International Ltd. (the “Company”) in response to the comment letter, dated June
2, 2022, of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission
(the “Commission”) with respect to the Company’s Registration Statement on Form F-3 filed on May 9, 2022 (the
“Registration Statement”).

For your convenience, we have
repeated the comment prior to the response in italics.

Registration Statement on Form F-3 Filed May 9, 2022

General

 1. We note your disclosure in the "Geographic Scope of Our Operations" section on page 2,
which states that during the fiscal year ending September 30, 2021, all of your customers were Chinese residents. Please revise your filing,
as applicable, to provide more specific and prominent disclosures about the legal and operational risks associated with China-based companies.
For additional guidance, please see the Division of Corporation Finance’s Sample Letter to China-Based Companies issued by the Staff
in December 2021 available on our website at https://www.sec.gov/corpfin/sample-letter-china-basedcompanies.

Response: The Company
notes the Staff’s comment and, as described below, respectfully submits that the Company is not a “China-Based company”
as contemplated by the Division of Corporation Finance’s Sample Letter to China-Based Companies (the “Sample Letter”),
and, consequently, that the concerns raised in the Sample Letter are not applicable to the Company.

In light of the foregoing,
the Company respectfully requests that the Staff consider the Company’s points set forth below before imposing disclosure requirements
of the Sample Letter on the Company.

The Company respectfully submits
that the definitions set forth in Sample Letter are critically important and, perhaps even dispositive, of the matter. Namely, the Sample
Letter defines “China-based issuers” as “companies based in or with the majority of their operations in China”,
thus limiting the scope of the Sample Letter’s application to companies that (i) are based in China, or (ii) have a majority
of their operations in China. [emphasis added]. As the Company argues below, it falls under neither prong of this definition.

 (i) The Company is not based in China. The Company submits that it is not “based
in China” because virtually every key metric defining the Company’s operations places the Company and its operations outside
China:

 · All key decision-making processes and infrastructure have been and will be outside of China, and mainly
in the U.S. or Canada.

 · The Company’s corporate headquarters, which are owned by the Company, are located in Middletown,
Ohio.

 · Of the Company’s 5-member board of directors, 4 of the members are located in Canada or the United
States, with only Mr. Jianbo Zhang (who also serves as the Company’s CEO) located in China.

 · Mr. Zhenyu Wu, the Company’s CFO and a board member resides in Canada, and spends significant time
at the Company’s Ohio offices.

 (ii) The Company does not have its majority operations in China. The Company’s
core business is to facilitate study abroad and post-study services for students in the United States, Canada and the United Kingdom.
Although historically the target market for the Company’s services has been students located in China, the Company’s business
model has not and is not limited to this market.

Given the nature of the Company’s
business, its operating activity are structured around and geared towards where the higher learning institutions and prospective students
are. In other words, the Company views its primary operating activity as being located at the colleges and universities at which it places
its students. Currently, the Company’s recruitment activities are occurring at:

 · the regional campuses in Ohio of Miami University of Ohio;

 · Davis College located in Toledo, Ohio;

 · EduGlobal College in Vancouver, Canada;

 · University of the West of Scotland in the United Kingdom; and

 · Coventry University in the United Kingdom.

Furthermore, 100% of the Company’s
revenue is remitted in U.S. dollars, and all the bank accounts owned by the Company are located in Ohio.

In connection with its activities with
the regional campuses of Miami University of Ohio, the Company also manages and operates apartment facilities and catering services for
students. These activities involve the Company owning, leasing, maintaining, and operating residential apartment buildings in Ohio. The
Company is also responsible for maintaining food services for its students, as well as day-to-day academic services, in both Hamilton
and Middletown, Ohio.

The Company’s operations in the
United States also include its acquisition of Ameri-Can Education Group Corporation (AEGC), which has the rights to the ownership of the
164-year-old Davis College located in Toledo, Ohio. The Company is actively engaging in the administration of Davis College and its curriculum
offerings, and is investing US$2.5 million in the operations of AEGC and Davis College. The Company’s Canadian operations include
its acquisition of 80% of the equity of EduGlobal College, located in Vancouver, Canada. The Company is investing CAD$3.0 million in the
operations of EduGlobal College over the next two years, and is actively overseeing these operations.

Although it is true that the
Company has historically marketed and sourced its students in China, it has publicly stated that it is seeking to diversity its marketing
efforts into other Asian markets. For instance, while the Company does rent office space in Beijing, it does so to accommodate for the
location of prospective and current students that are currently utilizing the Company’s services and is partially used for promotional
and marketing events. Moreover, by means of and through its two newly-acquired entities, the Company is internationalizing its operations
and expanding its businesses to other countries through partner institutions and recruiting agents in various countries, as noted above.
However, the Company respectfully submits that the fact that an issuer targets the Chinese market for its goods and services should not
determine whether the issuer is “China-based,” particularly when the goods and services being provided are almost exclusively
being provided outside of China. As stated above, the Company’s operations are heavily located in the United States and Canada,
and the services being offered to its students are being offered in the United States, Canada and the United Kingdom.

For the above reasons, the
Company respectfully submits that the Company is not a “China-Based company” as contemplated by the Sample Letter, and, as
such, the concerns raised in the Sample Letter are not present with the Company.

* * *

Should you have any questions
regarding the foregoing, please do not hesitate to contact Cavas Pavri at (202) 724-6847.

    Sincerely,

    ARENTFOX SCHIFF LLP

    /s/ Cavas Pavri

    By: Cavas Pavri

 Enclosures

cc: Zhenyu Wu, CFO

United States securities and exchange commission logo
June 2, 2022
Zhenyu Wu
Chief Financial Officer
Elite Education Group International Ltd
1209 N. University Blvd.
Middletown, OH 45042
Re:Elite Education Group International Ltd
Registration Statement on Form F-3
Filed May 9, 2022
File No. 333-264807
Dear Mr. Wu:
            We have limited our review of your registration statement to those issues we have
addressed in our comment.  In our comment, 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 comment applies 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 this comment, we may have additional comments.
Registration Statement on Form F-3 Filed May 9, 2022
General
1.We note your disclosure in the "Geographic Scope of Our Operations" section on page 2,
which states that during the fiscal year ending September 30, 2021, all of your customers
were Chinese residents.  Please revise your filing, as applicable, to provide more specific
and prominent disclosures about the legal and operational risks associated with China-
based companies.  For additional guidance, please see the Division of Corporation
Finance’s Sample Letter to China-Based Companies issued by the Staff in December 2021
available on our website at https://www.sec.gov/corpfin/sample-letter-china-based-
companies.

 FirstName LastNameZhenyu Wu
 Comapany NameElite Education Group International Ltd
 June 2, 2022 Page 2
 FirstName LastName
Zhenyu Wu
Elite Education Group International Ltd
June 2, 2022
Page 2
            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.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Cara Wirth at (202) 551-7127 or Dietrich King at (202) 551-8071 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Johnathan C. Duncan

CORRESP
1
filename1.htm

March 22, 2021

Division of Corporation Finance

U.S. Securities & Exchange Commission

100 F Street, NE

Washington, D.C. 20549

    Re:

        Elite Education Group International Limited (the “Company”)

        Pre-Effective Amendment No. 5 to Registration Statement on Form
        F-1 (File No. 333-251342)

Dear 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,
ViewTrade Securities, Inc., as representative of the underwriters, hereby joins the Company’s request for acceleration of
the effective date of the above-referenced Registration Statement so that it will become effective at 4:00 p.m., Eastern Time,
on Wednesday, March 24, 2021, or as soon thereafter as practicable.

Pursuant to Rule
460 under the Securities Act, please be advised that there will be distributed to each underwriter or dealer, who is reasonably
anticipated to be invited to participate in the distribution of the security, as many copies of the proposed form of preliminary
prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

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.

    Very truly yours,

    ViewTrade Securities, Inc.

    /s/ Douglas K. Aguililla

    Douglas K. Aguililla

    Director, Investment Banking

CORRESP
1
filename1.htm

Elite Education Group International Limited

1209 N. University Blvd, Middletown, OH 45042

March 22, 2021

Division of Corporation Finance

Office of Trade and Services

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

Attn: Cara Wirth, Esq.

    	Re:

    Request for Acceleration

    Elite Education Group International Limited - Registration Statement on Form F-1

    Filed December 15, 2020

    File No. 333-251342

Dear Ms. Wirth,

Pursuant to Rule 461 of
the Securities Act of 1933, as amended (the “Securities Act”), Elite Education Group International Limited (the “Company”),
respectfully requests that the effective date of its Registration Statement on Form F-1 (File No. 333-251342) (“Registration
Statement”) be accelerated and that such Registration Statement become effective at 4:00P.M., Washington, D.C. time, on Wednesday,
March 24, 2021, or as soon thereafter as practicable.

    Very truly yours,

    /s/ Zheng Jianbo

Name:  Zhang Jianbo

    Title:   Chief Executive Officer

CORRESP
1
filename1.htm

        Schiff Hardin LLP

        901 K Street NW

        Suite 700

        Washington, DC 20001

        T 202.778.6400

        F 202.778.6460

        schiffhardin.com

        Alec F. Orudjev

        (202) 724.6846

        aorudjev@schiffhardin.com

March 3, 2021

VIA SEC EDGAR

Office of Trade & Services

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Attn: Cara Wirth, Esq.

    Re:
    Elite Education Group International Ltd

        Amendment No. 3 to Registration Statement on Form F-1

        Filed February 24, 2021

        File No. 333-251342

Dear Ms. Wirth:

On behalf of Elite Education
Group International Ltd. (the “Company”), we have set forth below the Company’s responses to the comments of
the staff (the “Staff”) of the Securities and Exchange Commission contained in its letter dated March 2, 2021 with
respect to the registration statement on Form F-1, as amended and filed on February 24, 2021 (the “Original Filing”).
For your convenience, the text of the Staff’s comment is set forth below in bold, followed by the Company’s response.

Amendment No. 3 to Registration
Statement on Form F-1

Exhibit 8.2

 1. Please revise Section 3 of the opinion to state that the statements under the heading "British
Virgin Islands Taxation" constitute the opinion of counsel, rather than a fair and accurate summary. Refer to Section III.C.2
of Staff Legal Bulletin No. 19. In addition, please delete the reference to page 72, as the relevant statements do not appear on
such page and the page numbering of the printed prospectus could change going forward. Finally, please revise Section 1 to clarify
that you reviewed all documents necessary for the purpose of rendering the opinion rather than only the documents identified, and
delete Section 2(f) accordingly.

Response:        
A copy of Exhibit 8.2 by the Company’s BVI legal counsel has been revised to address the comment above and refiled by
the Company in Amendment No. 4 to the Original Filing.

**************

Please feel free to contact the undersigned
at 202-724-6846 with any questions.

    Very truly yours,

    /s/ F. Alec Orudjev

Cc:     Zhenyu Wu, CFO

United States securities and exchange commission logo
March 2, 2021
Zhang Jianbo
Chief Executive Officer
Elite Education Group International Ltd
1209 N. University Blvd.
Middletown, OH 45042
Re:Elite Education Group International Ltd
Amendment No. 3 to Registration Statement on Form F-1
Filed February 24, 2021
File No. 333-251342
Dear Mr. Jianbo:
            We have reviewed your amended registration statement and have the following
comment.  In our comment, 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 comment applies 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 this comment, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our February 23, 2021 letter.
Amendment No. 3 to Registration Statement on Form F-1
Exhibit 8.2
1.Please revise Section 3 of the opinion to state that the statements under the
heading "British Virgin Islands Taxation" constitute the opinion of counsel, rather than a
fair and accurate summary.  Refer to Section III.C.2 of Staff Legal Bulletin No. 19.  In
addition, please delete the reference to page 72, as the relevant statements do not appear
on such page and the page numbering of the printed prospectus could change going
forward.  Finally, please revise Section 1 to clarify that you reviewed all
documents necessary for the purpose of rendering the opinion rather than only the
documents identified, and delete Section 2(f) accordingly.

 FirstName LastNameZhang Jianbo
 Comapany NameElite Education Group International Ltd
 March 2, 2021 Page 2
 FirstName LastName
Zhang Jianbo
Elite Education Group International Ltd
March 2, 2021
Page 2
            You may contact Tony Watson at (202) 551-3318 or Doug Jones at (202) 551-3309 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Cara Wirth at (202) 551-7127 or Lilyanna Peyser at (202) 551-3222 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       F. Alec Orudjev, Esq.

CORRESP
1
filename1.htm

        Schiff Hardin LLP

        901 K Street NW

        Suite 700

        Washington, DC 20001

        T 202.778.6400

        F 202.778.6460

    schiffhardin.com

        Alec F. Orudjev

        (202) 724.6846

        aorudjev@schiffhardin.com

February 24, 2021

VIA SEC EDGAR

Office of Trade & Services

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attn: Cara Wirth, Esq.

    Re:
    Elite Education Group International Ltd.

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

    Filed February 12, 2021

    File No. 333-251342

Dear Ms. Wirth:

On behalf of Elite Education Group International Ltd. (the “Company”),
we have set forth below responses to the comments of the staff (the “Staff”) of the Securities and Exchange Commission
contained in its letter dated February 23, 2021 with respect to the registration statement on Form F-1, as amended to date, filed
on February 12, 2021 by the Company. For your convenience, the text of the Staff’s comments is set forth below in bold, followed
by the Company’s responses. Please note that all references to page numbers in the responses are references to the page numbers
in the revised filing (the “Amended Filing”), filed concurrently with this letter in response to the Staff’s
comments.

Amendment No. 2 to Registration
Statement on Form F-1 filed February 12, 2021

General

1. We
note your response to our prior comment 6 and reissue it in part. Please disclose in the prospectus and in the agreements themselves
whether or not the exclusive forum provisions apply to actions arising under the Securities Act or Exchange Act. If they do so
apply, please further revise the prospectus to describe the provisions, discuss the risks of such provisions to investors, and
address any uncertainty about the enforceability of such provisions. We also note that you have revised the agreements to state
that the the exclusive forum provisions do not apply to the Exchange Act "or any other claim for which the federal district
courts of the United States of America are the sole and exclusive forum"; however the agreements are silent on any claims
that may be brought under the Securities Act. In this light, we note that Section 22 of the Securities Act creates concurrent jurisdiction
for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules
and regulations thereunder. If you determine not to revise the agreements to state whether the exclusive forum provisions apply
to claims under the Securities Act, tell us how you will inform investors in future filings of this fact.

Response: The Company acknowledges
the Staff’s comment and has revised pages 22 and 64 of the Amended Filing, by adding risk factor disclosures and additional
disclosures in the description of the Series A and Series B Warrants, respectively. In addition, the Company has revised respective
Sections 5(e) in each of Exhibit 4.2 and 4.3 to the Registration Statement, respectively, to provide that such provision does
not apply to actions arising under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.

2. We
note your disclosure on page 72 that matters of British Virgin Islands tax law discussed in the Taxation section are the opinion
of Ogier. Please file Ogier's tax opinion as an exhibit. Refer to Item 601(b)(8) of Regulation S-K and Section III of Staff Legal
Bulletin No. 19.

Response: In response to
the Staff’s comment above, a copy of the Ogier tax opinion is filed as an Exhibit 8.2 to the Amended Filing.

***

Please feel free to contact the undersigned
at 202-724-6846 with any questions.

    Very truly yours,

    /s/ F. Alec Orudjev

Cc: Zhenyu Wu, CFO

United States securities and exchange commission logo
February 23, 2021
Zhang Jianbo
Chief Executive Officer
Elite Education Group International Ltd
1209 N. University Blvd.
Middletown, OH 45042
Re:Elite Education Group International Ltd
Amendment No. 2 to Registration Statement on Form F-1
Filed February 12, 2021
File No. 333-251342
Dear Mr. Jianbo:
            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 February 9, 2021 letter.
Amendment No. 2 to Registration Statement on Form F-1 filed February 12, 2021
General
1.We note your response to our prior comment 6 and reissue it in part.  Please disclose in
the prospectus and in the agreements themselves whether or not the exclusive forum
provisions apply to actions arising under the Securities Act or Exchange Act.  If they do
so apply, please further revise the prospectus to describe the provisions, discuss the risks
of such provisions to investors, and address any uncertainty about the enforceability of
such provisions.  We also note that you have revised the agreements to state that the the
exclusive forum provisions do not apply to the Exchange Act "or any other claim for
which the federal district courts of the United States of America are the sole and
exclusive forum"; however the agreements are silent on any claims that may be brought

 FirstName LastNameZhang Jianbo
 Comapany NameElite Education Group International Ltd
 February 23, 2021 Page 2
 FirstName LastName
Zhang Jianbo
Elite Education Group International Ltd
February 23, 2021
Page 2
under the Securities Act.  In this light, we note that Section 22 of the Securities Act
creates concurrent jurisdiction for federal and state courts over all suits brought to enforce
any duty or liability created by the Securities Act or the rules and regulations thereunder.
If you determine not to revise the agreements to state whether the exclusive forum
provisions apply to claims under the Securities Act, tell us how you will inform investors
in future filings of this fact.
2.We note your disclosure on page 72 that matters of British Virgin Islands tax law
discussed in the Taxation section are the opinion of Ogier.  Please file Ogier's tax opinion
as an exhibit.  Refer to Item 601(b)(8) of Regulation S-K and Section III of Staff Legal
Bulletin No. 19.
            Please contact Cara Wirth at (202) 551-7127 or Lilyanna Peyser at (202) 551-3222 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       F. Alec Orudjev, Esq.

CORRESP
1
filename1.htm

        Schiff Hardin LLP

        901 K Street NW

        Suite 700

        Washington, DC 20001

        T 202.778.6400

        F 202.778.6460

    schiffhardin.com

        Alec F. Orudjev

        (202) 724.6846

        aorudjev@schiffhardin.com

February 11, 2021

VIA SEC EDGAR

Office of Trade & Services

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attn: Cara Wirth, Esq.

    Re:
    Elite Education Group International Ltd

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

    Filed January 29, 2021

    File No. 333-251342

Dear Ms. Wirth:

On behalf of Elite
Education Group International Ltd. (the “Company”), we have set forth below responses to the comments of the staff
(the “Staff”) of the Securities and Exchange Commission contained in its letter dated February 9, 2021 with respect
to the registration statement on Form F-1, as amended to date (the “Original Filing”), filed on January 29, 2021 by
the Company. For your convenience, the text of the Staff’s comment is set forth below in bold, followed by the Company’s
response. Please note that all references to page numbers in the responses are references to the page numbers in the revised submission
(the “Amended Filing”), filed concurrently with the submission of this letter in response to the Staff’s comment.

Amendment No.1 to Registration Statement
on Form F-1 filed January 29, 2021

Prospectus Summary

Our Competitive Strengths

Impact of the COVID-19 Pandemic on
the Company, page 6

1.  We
note that you removed the total number of students enrolled in your program for the fiscal year 2019 term. Please include this
data and the nature of enrollment (online or in person), so that investors can understand the impact of COVID-19 on your enrollment
data.

Response: This data was inadvertently deleted in the previous filing and has been added in the Amended Filing on page 6.

Management's Discussion and Analysis
of Financial Condition and Results of Operations Liquidity and Capital Resources

Operating Activities

September 30, 2020 vs. 2019, page
40

2.  In
conjunction with your disclosure on page 42, please clarify the reason for the decrease in cash associated with deferred revenue.
On page 42 you attribute the change to a decrease in students registered in 2020 and 2019 fall programs and the timing of these
relative to your year end. However, it is not clear how the timing of the fall programs relative to your year-end differs between
the respective years such that it affects cash flow between these periods.

Response:	In response
to the Staff’s comment, the disclosure in “Operating activities” on page 40 of the Original Filing was to discuss
the impact of working capital changes on the Company’s cashflow and it offered a qualitative discussion of the Company’s
working capital items in Statement of Cashflow. The working capital changes related to deferred revenues actually compared three
year-end point-of-time balances, which were balances as of September 30, 2020, September 30, 2019 and September 30, 2018. Therefore,
it was a comparison of 2020 vs. 2019 and 2019 vs. 2018 to explain the working capital changes within our Statement of Cashflows.

The disclosures on
page 42 were related to a different section in the Company’s MD&A section. In fact, the disclosures on page 42 intended
to explain material changes on the Company’s balance sheet items for only two latest fiscal year ends, which were September
30, 2020 vs. September 2019. Therefore, it was not the Company’s original purpose to relate disclosure on page 42 to disclosure
on page 40. In order to clarify this point further the Company has added clarifications in the “Operating activities”
discussion on page 40.

Taxation, page 72

3.  We
note your response to our prior comment 1. Please revise this section of the registration statement to state that the disclosure
relating to tax consequences under U.S. law is the opinion of Schiff Hardin LLP. Refer to Section III.B.2 of Staff Legal Bulletin
No. 19.

Response:	The Taxation
disclosures in question have been revised to address the above comment.

Notes to Consolidated Financial Statements

Note 2. Summary of Significant Accounting
Policies

Recently issued accounting standards,
page F-12

4.  You
disclose under ASC Topic 606 that "[t]he amendment is not applicable to the Company since the Company is a shell company and
does not generate revenue." This does not appear to be your circumstances. Please advise or revise as appropriate. You also
disclose you will adopt Topic 606 during the first quarter of 2020. Please explain how the timing of your adoption complies with
the adoption requirements of the standard.

Response:	Please note that
the disclosures in question were inadvertently added and therefore have been removed from the
financial statements.

With regard to the
adoption of ASC 606, the Company believes it was a typographical error. It has been changed to first quarter of fiscal 2021 since
the adoption date for a private company is reporting periods beginning after December 15, 2019, which is applicable to the Company’s
fiscal 2021. The Company’s fiscal 2021 period starts on October 1, 2020 and ends on September 30, 2021. It is the fiscal
period that needs to start applying the standard.

Note 8. Student Deposits, page F-16

5.  Please
tell us and disclose as appropriate how the student deposits here differ from "student refundable deposits" within accounts
payable and accrued liabilities disclosed on page F-15.

Response:	The difference between
the “student deposits” in Note 8 and "student refundable deposits” in Note 7 is that “student deposits”
is not a financial instrument whereas “student refundable deposits” is. At October 31, 2020, “student
deposits” were not refundable. However, in light of the Covid-19 pandemic, the Company is considering providing some flexibility
as to these deposits so as to allow refunds to students upon satisfaction of certain conditions. The refund decision remains in
the Company’s discretion of the Company and, when made, is communicated to the affected students. The Company had no such
refund determinations made at October 31, 2020. Therefore, “student deposits” did not meet the definition of financial
instruments. However, they were separately disclosed on the Company’s financial statements to provide more information regarding
the special consideration of this issue by the Company. Historically, in fiscal periods before the pandemic, these student deposits
related to application deposits and dormitory fees were not refundable and were recorded under deferred revenue. The Company has
updated Note 8 to provide more clarifications related to the nature of this account.

    2

General

6.  We
note that Section 5(e) of each of the Series A Common Share Purchase Warrant and Series B Common Share Purchase Warrant identifies
the state and federal courts sitting in the City of New York, Borough of Manhattan as the exclusive forum for claims under the
agreements. Please disclose in the prospectus and in the agreements themselves whether these provisions apply to actions arising
under the Securities Act or Exchange Act. If so, please further revise the prospectus to describe the provisions, discuss the risks
of such provisions to investors, and address any uncertainty about the enforceability of such provisions. If you determine not
to revise the agreements to state whether the exclusive forum provision applies to claims under the federal securities laws, tell
us how you will inform investors in future filings of this fact.

Response:	Section 5(e) of each
of the Form Warrants (Series A and Series B) have been amended to include the following additional language: “Notwithstanding
the foregoing, the provisions of this paragraph will not apply to suits brought to enforce any liability or duty created by the
Exchange Act or any other claim for which the federal district courts of the United States of America are the sole and exclusive
forum.” Each Form Warrant has been refiled as exhibit to Amendment No. 2 to the F-1 filing.

***

Please feel free to contact the undersigned
at 202-724-6846 with any questions.

    Very truly yours,

    /s/ F. Alec Orudjev

Cc: Zhenyu Wu, CFO

3

United States securities and exchange commission logo
February 9, 2021
Zhang Jianbo
Chief Executive Officer
Elite Education Group International Ltd
1209 N. University Blvd.
Middletown, OH 45042
Re:Elite Education Group International Ltd
Amendment No. 1 to Registration Statement on Form F-1
Filed January 29, 2021
File No. 333-251342
Dear Mr. Jianbo:
            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 December 17, 2020 letter.
Amendment No.1 to Registration Statement on Form F-1 filed January 29, 2021
Prospectus Summary
Our Competitive Strengths
Impact of the COVID-19 Pandemic on the Company, page 6
1.We note that you removed the total number of students enrolled in your program for the
fiscal year 2019 term.  Please include this data and the nature of enrollment (online or in-
person), so that investors can understand the impact of COVID-19 on your enrollment
data.

 FirstName LastNameZhang Jianbo
 Comapany NameElite Education Group International Ltd
 February 9, 2021 Page 2
 FirstName LastName
Zhang Jianbo
Elite Education Group International Ltd
February 9, 2021
Page 2
Management's Discussion and Analysis of Financial Condition and Results of Operations
Liquidity and Capital Resources
Operating Activities
September 30, 2020 vs. 2019, page 40
2.In conjunction with your disclosure on page 42, please clarify the reason for the decrease
in cash associated with deferred revenue.  On page 42 you attribute the change to a
decrease in students registered in 2020 and 2019 fall programs and the timing of these
relative to your year end.  However, it is not clear how the timing of the fall programs
relative to your year end differs between the respective years such that it affects cash flow
between these periods.
Taxation, page 72
3.We note your response to our prior comment 1.  Please revise this section of the
registration statement to state that the disclosure relating to tax consequences under U.S.
law is the opinion of Schiff Hardin LLP.  Refer to Section III.B.2 of Staff Legal Bulletin
No. 19.
Notes to Consolidated Financial Statements
Note 2. Summary of Significant Accounting Policies
Recently issued accounting standards, page F-12
4.You disclose under ASC Topic 606 that "[t]he amendment is not applicable to the
Company since the Company is a shell company and does not generate revenue."  This
does not appear to be your circumstances.  Please advise or revise as appropriate.  You
also disclose you will adopt Topic 606 during the first quarter of 2020.  Please explain
how the timing of your adoption complies with the adoption requirements of the standard.
Note 8. Student Deposits, page F-16
5.Please tell us and disclose as appropriate how the student deposits here differ from
"student refundable deposits" within accounts payable and accrued liabilities disclosed on
page F-15.
General
6.We note that Section 5(e) of each of the Series A Common Share Purchase Warrant and
Series B Common Share Purchase Warrant identifies the state and federal courts sitting in
the City of New York, Borough of Manhattan as the exclusive forum for claims under the
agreements.  Please disclose in the prospectus and in the agreements themselves whether
these provisions apply to actions arising under the Securities Act or Exchange Act. If so,
please further revise the prospectus to describe the provisions, discuss the risks of such
provisions to investors, and address any uncertainty about the enforceability of such
provisions.  If you determine not to revise the agreements to state whether the exclusive

 FirstName LastNameZhang Jianbo
 Comapany NameElite Education Group International Ltd
 February 9, 2021 Page 3
 FirstName LastName
Zhang Jianbo
Elite Education Group International Ltd
February 9, 2021
Page 3
forum provision applies to claims under the federal securities laws, tell us how you will
inform investors in future filings of this fact.
            You may contact Tony Watson at (202) 551-3318 or Doug Jones at (202) 551-3309 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Cara Wirth at (202) 551-7127 or Lilyanna Peyser at (202) 551-3222 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       F. Alec Orudjev, Esq.

CORRESP
1
filename1.htm

        Schiff Hardin LLP

        901 K Street NW

        Suite 700

        Washington, DC 20001

        T 202.778.6400

        F 202.778.6460

        Alec F. Orudjev

        (202) 724.6846

        aorudjev@schiffhardin.com

January 29, 2021

VIA SEC EDGAR

Office of Trade & Services

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E., Washington, D.C. 20549

Attn: Cara Wirth, Esq.

    Re:
    Elite Education Group International Ltd.

    Registration Statement on Form F-1

    Filed December 15, 2020

    File No. 333-253142

Dear Ms. Wirth:

On behalf of Elite Education
Group International Ltd. (the “Company”), we have set forth below responses to the comment of the staff (the “Staff”)
of the Securities and Exchange Commission contained in its letter dated December 17, 2020 with respect to the Company’s registration
statement on Form F-1, File No. 333-253142 filed on on December 15, 2020 by the Company (the “S-1 Filing”). Please
note that all references to page numbers in the responses are references to the page numbers in the revised submission (the “Amended
Filing”), filed concurrently with the submission of this letter in response to the Staff’s comment.

Registration Statement on Form F-1 filed
December 15, 2020

Taxation, page 73

1.        It
appears that you do not intend to file a tax opinion relating to the U.S. tax consequences of this transaction. Please tell us
why you have determined that such a tax opinion is not required for this transaction considering, for example, the uncertainty
relating to your PFIC status. Refer to Item 601 of Regulation S-K and Section III.A of Staff Legal Bulletin No. 19.

 Response: A tax opinion relating to the U.S. tax consequences of this proposed offering is included as an
Exhibit to the Amended Filing.

Please feel free to contact the undersigned
at 202-724-6846 with any questions.

    Very truly yours,

    /s/ F. Alec Orudjev

Cc: Zhenyu Wu, CFO

United States securities and exchange commission logo
December 17, 2020
Zhang Jianbo
Chief Executive Officer
Elite Education Group International Ltd
1209 N. University Blvd.
Middletown, OH 45042
Re:Elite Education Group International Ltd
Registration Statement on Form F-1
Filed December 15, 2020
File No. 333-251342
Dear Mr. Jianbo:
            We have reviewed your registration statement and have the following comment.  In our
comment, 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 comment applies 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 this comment, we may have additional comments.
Registration Statement on Form F-1 filed December 15, 2020
Taxation , page 73
1.It appears that you do not intend to file a tax opinion relating to the U.S. tax consequences
of this transaction.  Please tell us why you have determined that such a tax opinion is not
required for this transaction considering, for example, the uncertainty relating to your
PFIC status.  Refer to Item 601 of Regulation S-K and Section III.A of Staff Legal
Bulletin No. 19.

            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.

 FirstName LastNameZhang Jianbo
 Comapany NameElite Education Group International Ltd
 December 17, 2020 Page 2
 FirstName LastName
Zhang Jianbo
Elite Education Group International Ltd
December 17, 2020
Page 2
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Tony Watson at (202) 551-3318 or Doug Jones at (202) 551-3309 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Cara Wirth at (202) 551-7127 or Lilyanna Peyser at (202) 551-3222 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       F. Alec Orudjev, Esq.

CORRESP
1
filename1.htm

        Schiff Hardin LLP

        901 K Street NW

        Suite 700

        Washington, DC 20001

        T 202.778.6400

        F 202.778.6460

    schiffhardin.com

        Alec F. Orudjev

        (202) 724.6846

        aorudjev@schiffhardin.com

December 14, 2020

VIA SEC EDGAR

Office of Trade & Services

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attn: Cara Wirth, Esq.

    Re:
    Elite Education Group International Ltd

    Amendment No. 7 to Draft Registration Statement on Form F-1 Submitted November 3, 2020

    CIK 0001781397

Dear Ms. Wirth:

On behalf of Elite
Education Group International Ltd. (the “Company”), we have set forth below responses to the comments of the staff
(the “Staff”) of the Securities and Exchange Commission contained in its letter dated November 9, 2020 with respect
to the confidentially submitted registration statement on Form F-1 (DRS), File No. 0001781397 (the “Original Filing”),
submitted on November 3, 2020 by the Company. For your convenience, the text of the Staff’s comment is set forth below in
bold, followed by the Company’s response. Please note that all references to page numbers in the responses are references
to the page numbers in the revised submission (the “Amended Filing”), filed concurrently with the submission of this
letter in response to the Staff’s comment.

Amendment No. 7 to Draft Registration
Statement on Form F-1 submitted November 3, 2020

Capitalization, page 31

 1. It appears that the net proceeds reflected in the table on page 31 is inconsistent with the
net proceeds reflected on pages 12 and 30. Please revise as appropriate.

Response:	The inconsistencies
in question have been reconciled and corrected in the Amended Filing.

 2. We note that the second bullet in this section refers
to the "offering price of $8.00 per Unit, the midpoint of the range set forth on the cover page of this prospectus."
However, we note that no range is provided on the cover page of the prospectus. Please revise as appropriate.

Response:	The above-referenced
referenced has been deleted in the Amended Filing.

Dilution, page 32

 3. Please tell us, and disclose as appropriate, your
basis for including deferred IPO costs in your calculation of net tangible book value as of March 31, 2020.

Response: 	Please note the Company has revised its disclosures to exclude deferred IPO costs in the Company’s calculation of net tangible book
value as of March 31, 2020 in the Amended Filing.

Please feel free to contact the undersigned
at 202-724-6846 with any questions.

    Very truly yours,

    /s/ F. Alec Orudjev

Cc: Zhenyu Wu, CFO

United States securities and exchange commission logo
November 9, 2020
Zhenyu Wu
Chief Financial Officer
Elite Education Group International Ltd
1209 N. University Blvd.
Middletown, OH 45042
Re:Elite Education Group International Ltd
Amendment No. 7 to Draft Registration Statement on Form F-1
Submitted November 3, 2020
CIK 0001781397
Dear Mr. Wu:
            We have reviewed your amended draft offering 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 offering statement or publicly filing your offering 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 any amendment
to your draft offering statement or filed offering statement and the information you provide in
response to these comments, we may have additional comments.
Amendment No. 7 to Draft Registration Statement on Form F-1 submitted November 3, 2020
Capitalization, page 31
1.It appears that the net proceeds reflected in the table on page 31 is inconsistent with the
net proceeds reflected on pages 12 and 30.  Please revise as appropriate.
2.We note that the second bullet in this section refers to the "offering price of $8.00 per
Unit, the midpoint of the range set forth on the cover page of this prospectus."  However,
we note that no range is provided on the cover page of the prospectus.  Please revise as
appropriate.

 FirstName LastNameZhenyu  Wu
 Comapany NameElite Education Group International Ltd
 November 9, 2020 Page 2
 FirstName LastName
Zhenyu  Wu
Elite Education Group International Ltd
November 9, 2020
Page 2
Dilution, page 32
3.Please tell us, and disclose as appropriate, your basis for including deferred IPO costs in
your calculation of net tangible book value as of March 31, 2020.
            You may contact Tony Watson at (202) 551-3318 or Doug Jones at (202) 551-3309 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Cara Wirth at (202) 551-7127 or Lilyanna Peyser at (202) 551-3222 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       F. Alec Orudjev, Esq.

United States securities and exchange commission logo
October 19, 2020
Zhenyu Wu
Chief Financial Officer
Elite Education Group International Ltd
1209 N. University Blvd.
Middletown, OH 45042
Re:Elite Education Group International Ltd
Amendment No. 6 to Draft Registration Statement on Form F-1
Submitted October 13, 2020
CIK 0001781397
Dear Mr. Wu:
            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.
Amendment No. 6 to Draft Registration Statement on Form F-1
Use of Proceeds, page 30
1.We note your response to our prior comment 1.  In your next amendment, please update
this section to reflect your response.

 FirstName LastNameZhenyu  Wu
 Comapany NameElite Education Group International Ltd
 October 19, 2020 Page 2
 FirstName LastName
Zhenyu  Wu
Elite Education Group International Ltd
October 19, 2020
Page 2
Properties, page 49
2.We note your response to our prior comment 4.  We also note that the Renda Agreement
originally contemplated the payment of RMB 2.9 million for rent expense as well as other
services including hiring, administration, and paying employees.  Please disclose whether
the new rental expense of $1.0 million includes such other services and whether there
have been changes in payment or fees with respect to such other services.  If there has
been a material amendment to the Renda Agreement, please include it as an exhibit.
            You may contact Tony Watson at (202) 551-3318 or Doug Jones at (202) 551-3309 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Cara Wirth at (202) 551-7127 or Lilyanna Peyser at (202) 551-3222 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       F. Alec Orudjev, Esq.

United States securities and exchange commission logo
September 21, 2020
Zhenyu Wu
Chief Financial Officer
Elite Education Group International Ltd
1209 N. University Blvd.
Middletown, OH 45042
Re:Elite Education Group International Ltd
Amendment No. 4 to Draft Registration Statement on Form F-1
Submitted September 11, 2020
Amendment No. 5 to Draft Registration Statement on Form F-1
Submitted September 18, 2020
CIK 0001781397
Dear Mr. Wu:
            We have reviewed your amended draft registration statements 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 submitted September 18, 2020
Use of Proceeds, page 30
1.We note that you plan to use the proceeds of the offering to, among other things, "expand
our existing (the Middletown campus) and build future (the Hamilton and Oxford (main)
campuses) student dormitory facilities at Miami University of Ohio" and expand "into the
Canadian and Southeast Asian markets."  If the proceeds will be used to acquire assets,
other than in the ordinary course of business, please briefly describe the assets and their
cost.  Similarly, if the proceeds will be used to finance acquisitions of other business,

 FirstName LastNameZhenyu  Wu
 Comapany NameElite Education Group International Ltd
 September 21, 2020 Page 2
 FirstName LastName
Zhenyu  Wu
Elite Education Group International Ltd
September 21, 2020
Page 2
please briefly describe such businesses and the status of such acquisitions.  Refer to Item
3.C of Form 20-F.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Six Months Ended March 31, 2020 and 2019, page 36
2.Please quantify the increase in revenue attributable to increases in enrollments of students
separately from increases in new commission revenue earned. Refer to Item 5.A and 5.A.1
of Form 20-F as directed by Item 4.a of Form F-1, and SEC Releases 33-6835 and 33-
8350, for guidance.  Also refer to section 501.04 of the staff's Codification of Financial
Reporting Policies in regard to quantifying each factor cited.
3.Please discuss the factors causing the decrease in the gross profit margin of 63% for the
period ended March 31, 2020 from the 71% for the period ended March 31, 2019.  Refer
to the guidance in the preceding comment.
Our Business
Properties, page 48
4.We note your disclosure in this section, which states that "Renda started charging the
Company the actual rental expense instead of the previous agreed-upon RMB 2.9
million."  Please revise to include the amount of the actual rental expense.
Recently issued accounting standards, page F-31
5.You disclose ASU 2016-13 Financial Instruments - Credit Losses (Topic 326) is effective
January 1, 2020.  You also disclose you are currently evaluating the impact of this new
guidance.  Please clarify the status of this ASU to your business. Refer to ASU 2019-10.
            You may contact Tony Watson at (202) 551-3318 or Doug Jones at (202) 551-3309 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Cara Wirth at (202) 551-7127 or Lilyanna Peyser at (202) 551-3222 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       F. Alec Orudjev, Esq.

United States securities and exchange commission logo
June 16, 2020
Zhenyu Wu
Chief Financial Officer
Elite Education Group International Ltd
1209 N. University Blvd.
Middletown, OH 45042
Re:Elite Education Group International Ltd
Amendment No. 2 to Draft Registration Statement on Form F-1
Submitted June 8, 2020
CIK 0001781397
Dear Mr. Wu:
            We have reviewed your amended draft registration statement and have the following
comment.  In our comment, 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 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 comment and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Direct Registration Statement on Form F-1
Enforceability of Civil Liabilities, page 72
1.We note your disclosure on page 72 that states "[s]ubstantially all of our assets are located
outside the United States." We also note your disclosure on page 7 that states "[a]ll of the
assets owned by the Company are located in the U.S." and your disclosure on page F-8
that states "[a]s of September 30, 2019 and 2018, substantially all of the Company’s cash
and cash equivalents were held in major financial institutions located in the US." Please
amend your disclosure to reconcile this inconsistency.

 FirstName LastNameZhenyu  Wu
 Comapany NameElite Education Group International Ltd
 June 16, 2020 Page 2
 FirstName LastName
Zhenyu  Wu
Elite Education Group International Ltd
June 16, 2020
Page 2
            Please contact Cara Wirth at (202) 551-7127 or Lilyanna Peyser at (202) 551-3222 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       F. Alec Orudjev, Esq.

April 16, 2020
Zhenyu Wu
Chief Financial Officer
Elite Education Group International Ltd
1209 N. University Blvd.
Middletown, OH 45042
Re:Elite Education Group International Ltd
Amendment No. 1 to Draft Registration Statement on Form F-1
Submitted April 3, 2020
CIK 0001781397
Dear Mr. Wu:
            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.
Amendment No. 1 to Draft Registration Statement on Form F-1
Management's Discuss and Analysis of Financial Condition and Results of Operations, page 30
1.We note your risk factor disclosure regarding the COVID-19 pandemic on page 11, and
that you disclose that "[i]t is presently unknown whether and to what precise extent the
Company’s operations may be affected if the pandemic persists for an extended period of
time."  In light of changing trends and the overall economic outlook, please discuss how
you expect the global outbreak of COVID-19 to impact your future operating results and
near-term financial condition.  Please refer to CF Disclosure Guidance Topic No. 9
(March 25, 2020).

 FirstName LastNameZhenyu  Wu
 Comapany NameElite Education Group International Ltd
 April 16, 2020 Page 2
 FirstName LastName
Zhenyu  Wu
Elite Education Group International Ltd
April 16, 2020
Page 2
            You may contact Tony Watson at 202-551-3318 or Doug Jones at 202-551-3309 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Jacqueline Kaufman at 202-551-3797 or Lilyanna Peyser at 202-551-3222 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

December 11, 2019
Zhenyu Wu
Chief Financial Officer
Elite Education Group International Ltd
1209 N. University Blvd.
Middletown, OH 45042
Re:Elite Education Group International Ltd
Draft Registration Statement on Form F-1
Submitted November 15, 2019
CIK 0001781397
Dear Mr. Wu:
            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
Corporate Structure and Information, page 5
1.We note your diagram at the top of page 6.  Please also include a diagram that illustrates
your corporate structure upon completion of the offering.  In addition, please clarify in the
diagram(s) that Mr. Zhang is the sole shareholder of Wonderland Holdings International
Ltd., and include the amount of your common stock that he owns in his individual
capacity, with a view toward informing investors of his total shareholdings in the
company.  Finally, here and in the first risk factor on page 17, provide the ownership
amounts of Mr. Zhang and Mr. Wu after the offering.

 FirstName LastNameZhenyu  Wu
 Comapany NameElite Education Group International Ltd
 December 11, 2019 Page 2
 FirstName LastName
Zhenyu  Wu
Elite Education Group International Ltd
December 11, 2019
Page 2
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
31
2.It appears rental expenses are material to your results.  In view of this, please tell us your
consideration of disclosing "operating lease obligations" pursuant to Item 5.F. of Form 20-
F "Tabular disclosures of contractual obligations."
3.We note from your Use of Proceeds that you have allocated $14 million to expanding your
current facilities and entering the Canadian, Southeast Asian and UK markets.  As
appropriate, please provide further disclosure regarding any planned capital expenditures
and the status of development of new products or services that have been publicly
disclosed.  Refer to Items 4.B.1 and 5.B.3 of Form 20-F.
Specific Factors Affecting Our Results of Operations
Partnered Education Institutions, page 32
4.We note you disclose that "[you] partner with Miami University of Ohio . . . to offer
[y]our services to Chinese students interested in studying in the US," and that you "rely
significantly on [y]our partnership with Miami University for the provision of [y]our
English language programs."  Please revise your disclosure to clarify the nature of your
partnership with the University, and summarize the material terms of any material
agreements with the University, including, but not limited to, provisions regarding fees,
termination and indemnification.  In addition, please tell us what consideration you gave
to filing any material contracts you have with the Miami University of Ohio as exhibits to
your registration statement.  Refer to Item 4(a) of Form F-1 and Item 10(C) of Form 20-F.
Critical Accounting Policies, page 41
5.You disclose your revenue recognition is an area that requires significant judgment and
estimate.  In this regard, please revise to include here a discussion that addresses the
material implications of uncertainties associated with the methods, assumptions and
estimates underlying your revenue recognition, including those associated with your
deferred revenue.  Refer to Section V of "Interpretation: Commission’s Guidance
Regarding Management's Discussion and Analysis of Financial Condition and Results of
Operations" in Release No. 33-8350.

As prepaid expenses associated with your prepayments to student recruitment agents
appear to be material to your financial condition, operating cash flows and results, please
disclose as appropriate critical accounting estimates associated with their recognition and
subsequent amortization to expense.
Our Business
Government Regulation, page 48
6.Please revise to update the discussion of the Law for Promoting Private Education, as it

 FirstName LastNameZhenyu  Wu
 Comapany NameElite Education Group International Ltd
 December 11, 2019 Page 3
 FirstName LastName
Zhenyu  Wu
Elite Education Group International Ltd
December 11, 2019
Page 3
appears the current disclosure is as of a date prior to the law's effectiveness on September
1, 2017.
Signatures, page 84
7.If Mr. Wu is also signing the registration statement in his capacity as principal financial
officer and principal accounting officer, please revise his signature block to clarify that
this is the case.  Refer to Instruction 1 to Signatures in Form F-1.
Costs of services, page F-9
8.Please disclose when tuition fees paid are recognized as cost of service (i.e., as incurred or
some other pattern and the basis for the other pattern).
Notes to Consolidated Financial Statements
Note 2. Summary of significant accounting policies
Revenue recognition, page F-9
9.Please revise to disclose the basis for your recognition of deferred revenue and how such
is recognized as revenue.  Include the general payments terms associated with your
sources of revenue, the timing of the receipt of those payments, the amount of time over
which recognized into revenue and the pattern of recognition (straight line or other
method) and the basis for the pattern applied.  Also, disclose whether or not your
arrangements include customer cancellation, termination or refund provisions and how
such are factored into your revenue recognition.  Refer to SAB Topic 13.B for guidance.
Note 3. Prepaid Expenses, page F-13
10.Please disclose the basis for the deferral of student recruitment fees paid to agents and
how and when such are recognized as expenses.  In particular, disclose your treatment of
fees you mention are paid for promotion purposes.
            You may contact Tony Watson at 202-551-3318 or Doug Jones at 202-551-3309 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Jacqueline Kaufman at 202-551-3797 or Lilyanna Peyser at 202-551-3222 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services