SecProbe.io

CORRESP
 1
 filename1.htm

 VIA EDGAR

 June 26, 2025

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F. Street, NE

 Washington, D.C. 20549

 Re: Grande Group Limited

 Registration Statement on Form F-1, as amended
(File No. 333-283705)

 Request For Acceleration of Effectiveness

 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 (the "Securities
Act"), Cathay Securities, Inc., acting as representative of the underwriters, hereby join Grande Group Limited in requesting acceleration
of the effective date of the above-referenced Registration Statement so that it will become effective at 4:30 p.m., Eastern Time, on June
30, 2025, or as soon thereafter as practicable.

 Pursuant to Rule 460 under
the Securities Act, we wish to advise you that we have distributed as many copies of the preliminary prospectus dated April 9, 2025, to
selected dealers, institutions and others as appears to be reasonable to secure adequate distribution of the Preliminary Prospectus.

 The undersigned confirms that
it has complied and will continue to comply with, and it has been informed or will be informed by participating dealers that it has complied
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,

 Cathay Securities, Inc.

 By:
 /s/ Xiaoyu Li

 Name:
 Xiaoyu Li

 Title:
 Chief Executive Officer

CORRESP
 1
 filename1.htm

 Grande Group Limited

 Suite 2701, 27/F.

 Tower 1, Admiralty Center, 18 Harcourt Road

 Admiralty, Hong Kong

 June 26, 2025

 VIA EDGAR

 Division of Corporation Finance

 Office of Finance

 U.S. Securities and Exchange Commission

 100 F Street, NE

 Washington, D.C., 20549

 Re:
 Grande Group Limited

 Registration Statement on Form F-1, as amended (File No. 333-283705)
 Request for Acceleration of Effectiveness

 Ladies and Gentlemen:

 In accordance with Rule 461 of the General
Rules and Regulations under the Securities Act of 1933, as amended, Grande Group Limited hereby requests an acceleration of the effectiveness
of the above-referenced Registration Statement on Form F-1, as amended, so that such Registration Statement will become effective
at 4:30 p.m., Eastern Time, on June 30, 2025, or as soon thereafter as practicable.

 The Company understands that the Commission will
consider this request for acceleration of the effective date of the Registration Statement as a confirmation of the fact that the Company
is aware of its responsibilities under the Securities Act as they relate to the proposed public offering of the securities specified in
the Registration Statement.

 Very Truly yours,

 Grande Group Limited

 By:
 /s/ Yujie, CHEN

 Name:
 Yujie, CHEN

 Title:
 Chief Executive Officer, Director, and
the Chair of the Board

 cc:
 Mengyi "Jason" Ye, Esq.

 Ortoli Rosenstadt LLP

CORRESP
 1
 filename1.htm

 Grande Group Limited

 Suite 2701, 27/F, Tower 1

 Admiralty Center, 18 Harcourt Road

 Admiralty, Hong Kong

 April 9, 2025

 VIA EDGAR

 Division of Corporation Finance

 Office of Finance

 U.S. Securities and Exchange Commission

 100 F Street, NE

 Washington, D.C., 20549

 Attention:
 Robert Arzonetti

 James Lopez

 Victor Cecco

 Lory Empie

 Re:
 Grande Group Limited

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

 Filed March 14, 2025

 File No.333-283705

 Ladies and Gentlemen:

 This letter is being submitted in response to
the letter dated March 31, 2025, from the U.S. Securities and Exchange Commission (the "Commission") in which the staff of
the Commission (the "Staff") commented on the above-referenced Registration Statement on Form F-1 filed on March 14, 2025.
Concurrently with the submission of this letter, we hereby transmit, via EDGAR, an amended Registration Statement on Form F-1/A ("Form
F-1/A") for filing with the Commission, which has been revised to reflect the Staff's comments as well as certain other updates
to the Form F-1.

 For the Staff's convenience, the Staff's
comment has been stated below in its entirety, with the Company's response set out immediately underneath such comment. Page references
below in the Company's responses are to the page numbers in Form F-1/A. Capitalized terms used but not otherwise defined herein
have the meanings set forth in the Form F-1/A.

 Amended Registration Statement on Form F-1

 Regulatory Development in the PRC and Permission
Required, page 12

 1.
 This sub-section appears to discuss two separate issues. The first, is the impact on you and this offering in particular from the Trial Administrative Measures. The second is the impact of those measures where you provide advisory and other services for businesses in the PRC as they attempt to offer securities or otherwise raise capital in Hong Kong. Given the substantial potential impact of the Trial Measures on your business servicing PRC based clients, please revise this section to discuss those impacts under an appropriate heading. Also, revise to clarify aggregate amount of your overall advisory and other services you provide to PRC based companies.

 RESPONSE: We note the Staff's comment and in response thereto have revised
pages 12 to 17 of Form F-1/A to discuss the impact of PRC law and regulations under two separate headings, "PRC-Related Regulations
and the Permission Required from the PRC Authorities Related to Serving Mainland China-Based Clients" and "PRC-Related Regulations
and the Permission Required from the PRC Authorities Related to This Offering". We have also revised page 15 and page 24 of Form
F-1/A to clarify the aggregate amount of revenue attributed to the services provided by our Operating Subsidiary to PRC based companies.

 2.
 We note the statement on page 13 that Mainland China companies who engaged your operating subsidiary for their overseas listing "could be subject to Trial Administrative Measures." It is unclear why "could" is used for listings that have already occurred. Please revise to state whether the clients were actually subject to the measures or disclose the reasons why you are unable to make such a determination. Based on the disclosures, it appears that the risks associated with sponsoring Mainland China clients are qualitatively and potentially materially different depending on whether the clients were actually subject to the measures.

 RESPONSE: We note the Staff's comment and in response thereto have revised
the disclosure on pages 15 and 24 to clarify and affirmatively state that, until the date of prospectus, the Mainland China companies
who have engaged our Operating Subsidiary for its listing sponsorship services for overseas listing in Hong Kong are "PRC domestic
companies" as defined under the Trial Administrative Measures, which overseas listings in Hong Kong are subject to CSRC's
review procedures and approval.

 3.
 We note the statement on page 14 that your operating subsidiary is "not subject to the jurisdiction of the CSRC." Please reconcile with the fact that the operating subsidiary "is registered with the CSRC under Article 21 of the Trial Administrative Measures," as stated in the first sentence on page 14 and elsewhere. Please summarize Article 21 as it applies to the operating subsidiary.

 RESPONSE: We note the Staff's comment and in response thereto have removed
the statement that our Operating Subsidiary is "not subject to the jurisdiction of the CSRC" throughout the Form F-1/A. We
have also revised to provide the summary of Article 21 of Trial Administrative Measures on page 15 of the Form F-1/A.

 The operation of the Operating Subsidiary is
subject to extensive, page 33

 4.
 This risk factor currently discusses both the evolving regulatory landscape for your business in Hong Kong, as well as the possible impact of PRC law on your business providing services for PRC based clients. Revise this section to separate the discussion related to the potential impact of PRC statute, regulations and regulatory oversight on your business in a separate risk factor under an appropriately descriptive heading. Investors must be able to distinguish the risks you face by serving PRC based businesses and other clients who are seeking to list in Hong Kong or other non- PRC financial markets.

 RESPONSE: We note the Staff's comment and in response thereto have revised
page 36 of the Form F-1/A to separate the discussion related to the potential impact of PRC laws and regulations in a separate risk factors,
under an appropriately descriptive heading.

 2

 We hope this response has addressed all of the
Staff's concerns relating to the comment letter. Should you have additional questions regarding the information contained herein,
please contact the Company's securities counsel William S. Rosenstadt, Esq., Mengyi "Jason" Ye, Esq. or Yuning "Grace"
Bai of Ortoli Rosenstadt LLP at wsr@orllp.legal, jye@orllp.legal or gbai@orllp.legal.

 Very truly yours,

 /s/ Yujie, CHEN

 Yujie, CHEN

 Chief Executive Officer and the Chair of the Board

 3

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 31, 2025

Yujie Chen
Chief Executive Officer
Grande Group Limited
Suite 2701, 27/F., Tower 1
Admiralty Center, 18 Harcourt Road
Admiralty, Hong Kong

 Re: Grande Group Limited
 Amendment No. 2 to Registration Statement on Form F-1
 Filed March 14, 2025
 File No. 333-283705
Dear Yujie Chen:

 We have reviewed your amended registration statement and have the
following
comments.

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments. Unless
we note
otherwise, any references to prior comments are to comments in our February 14,
2025 letter.

Amended Registration Statement on Form F-1
Regulatory Development in the PRC and Permission Required, page 12

1. This sub-section appears to discuss two separate issues. The first, is
the impact on you
 and this offering in particular from the Trial Administrative Measures.
The second is
 the impact of those measures where you provide advisory and other
services for
 businesses in the PRC as they attempt to offer securities or otherwise
raise capital in
 Hong Kong. Given the substantial potential impact of the Trial Measures
on your
 business servicing PRC based clients, please revise this section to
discuss those
 impacts under an appropriate heading. Also, revise to clarify aggregate
amount of
 your overall advisory and other services you provide to PRC based
companies.
 March 31, 2025
Page 2
2. We note the statement on page 13 that Mainland China companies who
engaged your
 operating subsidiary for their overseas listing could be subject to
Trial
 Administrative Measures. It is unclear why could is used for
listings that have
 already occurred. Please revise to state whether the clients were
actually subject to the
 measures or disclose the reasons why you are unable to make such a
determination.
 Based on the disclosures, it appears that the risks associated with
sponsoring
 Mainland China clients are qualitatively and potentially materially
different
 depending on whether the clients were actually subject to the measures.
3. We note the statement on page 14 that your operating subsidiary is
not subject to the
 jurisdiction of the CSRC. Please reconcile with the fact that the
operating subsidiary
 is registered with the CSRC under Article 21 of the Trial
Administrative Measures,
 as stated in the first sentence on page 14 and elsewhere. Please
summarize Article 21
 as it applies to the operating subsidiary.
The operation of the Operating Subsidiary is subject to extensive, page 33

4. This risk factor currently discusses both the evolving regulatory
landscape for your
 business in Hong Kong, as well as the possible impact of PRC law on your
business
 providing services for PRC based clients. Revise this section to
separate the
 discussion related to the potential impact of PRC statute, regulations
and regulatory
 oversight on your business in a separate risk factor under an
appropriately descriptive
 heading. Investors must be able to distinguish the risks you face by
serving PRC
 based businesses and other clients who are seeking to list in Hong Kong
or other non-
 PRC financial markets.

 Please contact Victor Cecco at 202-551-2064 or Lory Empie at
202-551-3714 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Robert Arzonetti at 202-551-8819 or Christian Windsor at 202-551-3419
with any
other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Finance
cc: Yuning Grace Bai
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 Grande Group Limited

 Suite 2701, 27/F, Tower 1

 Admiralty Center, 18 Harcourt Road

 Admiralty, Hong Kong

 March 14, 2025

 VIA EDGAR

 Division of Corporation Finance

 Office of Finance

 U.S. Securities and Exchange Commission

 100 F Street, NE

 Washington, D.C., 20549

 Attention:
 Robert Arzonetti

 James Lopez

 Victor Cecco

 Lory Empie

 Re:
 Grande Group Limited

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

 Filed January 30, 2025

 File No.333-283705

 Ladies and Gentlemen:

 This letter is being submitted in response to
the letter dated February 14, 2025, from the U.S. Securities and Exchange Commission (the "Commission") in which the staff
of the Commission (the "Staff") commented on the above-referenced Registration Statement on Form F-1 filed on January 30,
2025. Concurrently with the submission of this letter, we hereby transmit, via EDGAR, an amended Registration Statement on Form F-1/A
("Form F-1/A") for filing with the Commission, which has been revised to reflect the Staff's comments as well as certain
other updates to the Form F-1.

 For the Staff's convenience, the Staff's
comment has been stated below in its entirety, with the Company's response set out immediately underneath such comment. Page references
below in the Company's responses are to the page numbers in Form F-1/A. Capitalized terms used but not otherwise defined herein
have the meanings set forth in the Form F-1/A.

 Amendment No.1 to Form F-1

 Cover Page

 1. We note your response to comment 3 in our letter dated
October 25, 2024 and the revised disclosure on the Cover Page and elsewhere regarding various Chinese regulations. You state on page
12 that you are not currently required to obtain any permission or approval from the Mainland China authorities, including the CSRC and
CAC, to operate your business. We also note your response to prior comment 1 and the updated disclosure regarding the increased number
of clients in Mainland China. Please revise to clarify the extent to which any Chinese regulations apply to you, your subsidiaries or
affiliates. As non-exclusive examples:

 ● Please reconcile the statements indicating that you are not
subject to regulation by PRC authorities with the fact that a significant number of your clients have been in Mainland China over the
last few periods, as disclosed in your revised Cover Page. In this regard, it is unclear whether you maintain a physical presence in China.
Even without a physical presence, it is unclear whether, and if so how, you are able to conduct activities in the regulated financial
markets with PRC customers without being subject to oversight;

 RESPONSE: We note the Staff's
comment and, in response thereto, have revised the disclosure on the cover page, page 13, page 23 and page 98 of Form F-1/A, to clarify
that the Company and its Operating Subsidiary do not have any physical presence in Mainland China, nor any operation, office, personnel,
or subsidiary in Mainland China. We have also revised our disclosure throughout the prospectus, to disclose with more precision, that
only the operation of our Operating Subsidiary in Hong Kong and the offering of our securities in the United States do not require approvals,
licenses, permits, or qualifications from the PRC authorities, such as the CSRC or the CAC. Furthermore, we have provided disclosure
throughout the prospectus, such as in "Prospectus Summary – Regulatory Development in the PRC and Permission Required from
the PRC Authorities" on page 14, "Risk Factors – Risks Relating to Doing Business in the Jurisdictions in which we
Operate" on pages 23 and 24, and "Risk Factors - Risks relating to the Industry in which we Operate" on pages 33 and
34, regarding the oversights from the PRC authorities and the legal and operational risks for having clients who are PRC domestic companies
in Mainland China seeking overseas listing in Hong Kong. We have also clarified that, although the offering of our securities in the
United States and the operation of our Operating Subsidiary in Hong Kong do not require approvals, licenses, permits, or qualifications
from the PRC authorities, such as the CSRC or the CAC, as long as our Operating Subsidiary conducts the regulated activities in Hong
Kong that involves PRC domestic companies, our Operating Subsidiary could be subject to the regulatory oversights from the CSRC under
the Trial Administrative Measures for its business of providing listing sponsorship of PRC domestic companies.

 As stipulated and required by the Trial
Administrative Measures, as the condition for the "overseas securities companies" outside of Mainland China, such as our Operating
Subsidiary, to engage PRC domestic companies as a client to act as their listing sponsors (i.e. in our case, to conduct Type 6 (advising
on corporate finance activities) and Type 1 (dealing in securities) activities) for their overseas listings outside of Mainland China,
the overseas securities companies, such as our Operating Subsidiary, shall be subject to filing/reporting, verification and supervisory
obligations to the CSRC regarding the overseas listing projects of the PRC domestic companies engaged, including: (1) filing and registering
with CSRC as sponsors or underwriter who are being engaged by PRC domestic companies for their overseas listing, and submitting report
to the CSRC annually on the relevant business activities of such overseas securities companies regarding overseas listings of PRC domestic
companies; and (2) for each project taken by the overseas securities companies, submitting the undertakings to the CSRC that such offshore
securities companies have verified and examined the documents submitted to CSRC by their clients in relation to their overseas listing,
and that such documents are true, accurate and complete. Currently, Grande Capital, our Operating Subsidiary, is registered with the CSRC
under Article 21 of Trial Administrative Measures as an overseas securities company and has provided the undertakings to the CSRC in relation
to the PRC domestic companies clients that engaged Grande Capital as the listing sponsor for their overseas listings in Hong Kong. If
the CSRC were to believe, in the process of execution of the projects sponsored by our Operating Subsidiary, that the Operating Subsidiary
is in violation of its undertakings to the CSRC, or failed to exercise proper diligence, or made misrepresentations to the CSRC or relevant
PRC authority, the CSRC and PRC authorities may issue correction order and warnings, impose of pecuniary penalties against us, the responsible
staff, directors, or other officers of the Operating Subsidiary, prohibit us and our Operating Subsidiary from providing our services
to PRC domestic companies in Mainland China, thereby causing our Operating Subsidiary to lose access to the Mainland China market. The
CSRC may also refer the relevant information concerning the alleged misconduct or violation to CSRC's regulatory counterparts in
overseas jurisdiction, i.e., the HKSFC in Hong Kong, which governs and regulates the business operation of our Operation Subsidiary, and
as a result we and our Operating Subsidiary could be subject to inquiries, reviews or investigations, disciplinary actions, revocation
or suspension of licenses, public or private reprimand or imposition of pecuniary penalties, by the HKSFC, even though our Operating Subsidiary
and we are not subject to the jurisdiction of the CSRC.

 ● We note the statement on page 12 that the Operating Subsidiary
has collected and stored personal information of a number of Mainland China individuals and acquired their consents. Please revise Regulations
beginning on page 94 to address the extent to which China has regulations or policies that could be deemed by their authorities as covering
the acquisition of clients for the financial and other services you provide. In this regard, revise Business to clarify how you acquire
and maintain clients in Mainland China. For example, advise whether you maintain an internet presence in China or engage in marketing
activities in China;

 RESPONSE: We note the Staff's
comment and, in response thereto, respectfully advise the Staff that, as advised and confirmed by our PRC Counsel, China Commercial Law
Firm, we are not subject to the regulations or policies of the PRC that could be deemed by their authorities as covering the acquisition
of clients for the services we provide. We have also revised the Business section, on pages 97 and 98 of Form F-1/A, to clarify how we
acquire and maintain clients in Mainland China.

 We have revised Regulations on page 110 to disclose the registration and filing requirement and the regulatory regime under the Trial
Administrative Measures, that are applicable to our Operating Subsidiary, being the overseas securities companies provide sponsorship
services to PRC domestic companies within the definition of Trial Administrative Measures.

 We have also revised our
disclosures throughout the Form F-1/A, including "Prospectus Summary – Regulatory Development in the PRC and Permission
Required from the PRC Authorities" on page 14 and "Business" on pages 94, 95, 97, 98, and 99, to disclose the
relevant factual basis and reasonings of our PRC counsel's advice and the management's belief that our Operating
Subsidiary is not subject to the relevant PRC law and regulations covering the marketing or acquisition of clients for the type of
services provided by it, and no permissions, licenses, and consents are required from the PRC authorities to solicit or acquire
clients in the PRC, including:

 (a)
 The business and operation of our Operating Subsidiary, Grande Capital, and its licensing conditions under the SFO are centered on Type 6 (advising on corporate finance) regulated activities as a specialized corporate financial advisory services provider that focuses on listing sponsorships, corporate financial advisory and compliance advisory services, serving exclusively the companies seeking to go public, listed companies, institutional investors, or other private or public companies, in return for professional or advisory fees, not the individual clients or retail investors. This is different from the services full-service financial institutions or securities brokerage and dealing service providers (some of which, as we are aware of, are penalized by relevant PRC authorities and banned from offering trading services to Mainland China clients, alleging such firms unlawfully offered offshore securities trading services in Mainland China, unlawfully solicited Mainland China retail investors) provide. Our Operating Subsidiary does not, and cannot, under its licensing conditions by the HKSFC and the current regulatory regime in Hong Kong, provide securities brokerage and trading or investment management services to individual clients, the public or retail investors, regardless of the jurisdictions where its clients are located.

 2

 (b)
 Another difference from the full-service financial institutions or securities brokerage and dealing service providers is that, due to the licensing conditions imposed by the HKSFC, our Operating Subsidiary is not permitted to hold client assets, i.e., establishing or maintaining any client accounts that would involve holding or controlling client funds or securities, and accepting, managing, or safeguarding any money or securities on behalf of clients, and our Operating Subsidiary is not permitted to engage in the brokerage, trading or dealing in securities on behalf of its clients, unless such underwriting activity relates to listing sponsor engagements of our Operating Subsidiary under the "Sponsor Coupling" requirement. Due to such licensing conditions and restrictions, the operation and business of our Operating Subsidiary do not involve cross-border transfers of Chinese or other currency with Mainland China clients between Hong Kong and Mainland China, nor does our Operating Subsidiary facilitate such cross-border transfers between Hong Kong and Mainland China;

 (c)
 The business and operation of the Operating Subsidiary are strictly confined to advisory services in relation to corporate finance and do not involve the holding or controlling of the client's assets and the maintenance or operation of client accounts that would involve holding, transferring, or controlling client funds or assets. All of our current and former clients and projects, including companies in Mainland China, are originated from the professional networks of our management and project execution team, referrals, and direct approach by the clients. Due to the business model of, and the nature of the services provided by, our Operating Subsidiary, while we maintain a company website that introduces our services and showcases our completed projects, we and our Operating Subsidiary do not advertise our services to the general public or the retail investors, market our services through mass media, or publicly solicit for clients, in any jurisdiction, including Hong Kong and Mainland China;

 (d) The role of the overseas listing sponsor and underwriters in support of PRC domestic companies to
 conduct corporate finance activities outside of Mainland China and the performance of duties as the overseas listing sponsors in
 Mainland China are officially endorsed and supported by relevant policies and PRC law and regulations, such as the Trial
 Administrative Measures. Our Operating Subsidiary is registered with the CSRC and recognized as an overseas securities company
 offering sponsorship services. Except for the relevant filing, reporting and verification obligations undertaken by our Operating
 Subsidiary as required by the Trial Administrative Measures, the acquisition and engagement of PRC clients by our Operating
 Subsidiary and the performance of its listing sponsorship duties in Mainland China are not subject to other PRC law and regulations;
 and

 (e)
 Since the beginning of our operations and until the date of this response letter, neither we nor our Operating Subsidiary have been informed by any PRC governmental authorities of the violation of any applicable laws, regulations or policies in connection with the marketing of our Operating Subsidiary's services or the solicitation or engagement with PRC clients in Mainland China.

 ● We note that you engage in regulated activities, including
Type 1 (dealing in securities) and Type 6 (advising on corporate finance). With a view to clarifying disclosure in Business and Risk Factors,
advise us whether these regulated activities create a risk that you may be deemed to be involved in activities that require permissions,
licensing, consent or other action in order to solicit and engage in activities involving entities or individuals from Mainland China;
and

 RESPONSE: We note the Staff's comment,
and, in response hereto, we respectfully advise the Staff that:

 (a)
 As discussed above, the business and operation of the Operating Subsidiary are strictly confined to advisory services in relation to corporate finance, serving only entities, such as PRC domestic companies seeking to list on the HKSE, instead of individuals. The Operating Subsidiary does not serve individual clients, i.e., retail investors or members of the general public, as it is prohibited under its licenses by HKSFC to hold or control clients' assets or to maintain or operate client accounts, or engage in brokerage, trading or dealing in securities on behalf of its clients, unless such activity relates to listing sponsor engagements of our Operating Subsidiary under the "Sponsor Coupling" requirement to act as the "head of syndicates" responsible for the overall management of the offering. Therefore, we believe that the regulated activities of our Operating Subsidiary do not create a risk that we may be deemed to be involved in activities that require permissions, licensing, consent or oth

February 14, 2025
Yujie Chen
Chief Executive Officer
Grande Group Limited
Suite 2701, 27/F., Tower 1
Admiralty Center, 18 Harcourt Road
Admiralty, Hong Kong
Re:Grande Group Limited
Amendment No. 1 to Registration Statement on Form F-1
Filed January 30, 2025
File No. 333-283705
Dear Yujie Chen:
            We have reviewed your amended registration statement and have the following
comment.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe the 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 letter, we may have additional comments. Unless we note
otherwise, any references to prior comments are to comments in our December 30, 2024
letter.
Amendment No. 1 to Form F-1
Cover Page
We note your response to comment 3 in our letter dated October 25, 2024 and the
revised disclosure on the Cover Page and elsewhere regarding various Chinese
regulations. You state on page 12 that you are not currently required to obtain any
permission or approval from the Mainland China authorities, including the CSRC and
CAC, to operate your business. We also note your response to prior comment 1 and
the updated disclosure regarding the increased number of clients in Mainland China.
Please revise to clarify the extent to which any Chinese regulations apply to you, your
subsidiaries or affiliates. As non-exclusive examples:1.

February 14, 2025
Page 2
•Please reconcile the statements indicating that you are not subject to regulation by
PRC authorities with the fact that a significant number of your clients have been
in Mainland China over the last few periods, as disclosed in your revised Cover
Page. In this regard, it is unclear whether you maintain a physical presence in
China. Even without a physical presence, it is unclear whether, and if so how, you
are able to conduct activities in the regulated financial markets with PRC
customers without being subject to oversight;
•We note the statement on page 12 that the Operating Subsidiary has collected and
stored personal information of a number of Mainland China individuals and
acquired their consents. Please revise Regulations beginning on page 94 to
address the extent to which China has regulations or policies that could be deemed
by their authorities as covering the acquisition of clients for the financial and
other services you provide. In this regard, revise Business to clarify how you
acquire and maintain clients in Mainland China. For example, advise whether you
maintain an internet presence in China or engage in marketing activities in China;
•We note that you engage in regulated activities, including Type 1 (dealing in
securities) and Type 6 (advising on corporate finance). With a view to clarifying
disclosure in Business and Risk Factors, advise us whether these regulated
activities create a risk that you may be deemed to be involved in activities that
require permissions, licensing, consent or other action in order to solicit and
engage in activities involving entities or individuals from Mainland China; and
•With a view to clarifying disclosure in Business and Risk Factors, advise us
whether, and if so, how you engage in cross-border transfers of Chinese or other
currency with Mainland China clients.
            Please contact Victor Cecco at 202-551-2064 or Lory Empie at 202-551-3714 if you
have questions regarding comments on the financial statements and related matters. Please
contact Robert Arzonetti at 202-551-8819 or James Lopez at 202-551-3536 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:Yuning “Grace” Bai

CORRESP
1
filename1.htm

January 30, 2025

VIA EDGAR

Division of Corporation Finance

Office of Finance

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

    Attention:
    Robert Arzonetti

    James Lopez

    Victor Cecco

    Lory Empie

    Re:
    Grande Group Limited

    Registration Statement on Form F-1

    Filed December 10, 2024

    333-283705

Ladies and Gentlemen:

As counsel for Grande Group Limited (the “Company”)
and on its behalf, this letter is being submitted in response to the letter dated December 30, 2024, from the U.S. Securities and Exchange
Commission (the “Commission”) in which the staff of the Commission (the “Staff”) commented on the above-referenced
Registration Statement on Form F-1 filed on December 10, 2024. Concurrently with the submission of this letter, we hereby transmit, via
EDGAR, an amended Registration Statement on Form F-1 (“Form F-1”) for filing with the Commission, which has been revised to
reflect the Staff’s comments as well as certain other updates to the Form F-1.

For the Staff’s convenience, the Staff’s
comment has been stated below in its entirety, with the Company’s response set out immediately underneath such comment. Page references
below in the Company’s responses are to the page numbers in Form F-1. Capitalized terms used but not otherwise defined herein have
the meanings set forth in the Form F-1.

Draft Registration Statement on Form F-1

Cover Page

 1. We note your response to prior comment 1. We also note the client data is as of March 31, 2024. Please
revise your disclosure here and on the Resale Prospectus cover page to provide the number of clients you had in Hong Kong, Singapore and
the PRC as of the most recent practicable date.

RESPONSE: We note the Staff’s
comment, and, in response hereto, respectfully advise the Staff that we have revised the disclosure on the cover page to provide the number of clients we had in Hong Kong, Singapore
and the PRC, as of December 31, 2024, the most recent practicable
date.

 2. We note the revised disclosure that you have a dual-class capital structure whereby each Class B Share has the voting power of 20 Class A Shares. Revise the cover pages to disclose, if true, that Mr. Tak Kai Raymond, TAM and Ms. Yujie, CHEN will have majority voting control of the company through their control of Grande Holding, quantifying the voting control.

                                                                                RESPONSE: We note the Staff’s comment, and, in response hereto, respectfully advise the Staff that we have revised the disclosure on the cover page to disclose that Mr. Tam and Ms. Chen will have the majority voting control of the Company through their control of Grande Holding. We have revised to quantify the voting control.

Resale Prospectus Cover Page, page i

 3. We note that your resale prospectus outer cover list 2,250,000 Class A Ordinary Shares for sale while
the inside front cover lists 1,750,000 Class A Ordinary Shares for sale. Please revise your disclosure as appropriate to reconcile.

RESPONSE: We note the Staff’s
comment, and, in response hereto, respectfully advise the Staff that the Company and Grande Holding Limited will not proceed with the
resale offering, and we have removed the Resale Prospectus from the Form F-1 accordingly.

Risk Factors

The dual-class structure of our Ordinary Shares
will have the effect of concentrating, page 39

 4. We note your risk factor on page 39 regarding Mr. Tak Kai Raymond, TAM’s and Ms. Yujie, CHEN’s ownership
and control. Please revise Summary and where appropriate to disclose the percentage of outstanding shares that high-vote shareholders
must keep to continue to control the outcome of matters submitted to shareholders for approval. Similarly, revise to address any sunset
provisions that limit the lifespan of high-vote shares, and whether the death of a high-vote shareholder or founder, or intra-family transfers
of shares would require conversion of high-vote shares.

RESPONSE: We note the Staff’s
comment, and, in response hereto, we have revised the disclosure on page 15 (the Prospectus Summary) and pages 41 and 42 (Risk Factors)
to disclose: (a) the percentage of outstanding shares that high-vote shareholders must keep to continue to control the outcome of matters
submitted to shareholders for approval; (b) the absence of sunset provisions that limit the lifespan of the high-vote shares; (c) the
fact that the death of a high-vote shareholder or founder or intra-family transfers would not require conversion of the high-vote shares.

Dividend Policy, page 50

 5. We note your response to prior comment 3. Please revise your disclosure to give retroactive effect of the dividend in the balance
sheet with appropriate footnote disclosure, or reflected in a pro forma balance sheet. Refer to SAB Topic 1B.3 for guidance.

RESPONSE: We note the Staff’s comment, and, in response hereto, respectfully advise the Staff that we have revised page 57 to reflect the
effect of the dividend of approximately US$769,231 in the latest pro forma balance sheet as of September 30, 2024.

Principal Shareholders, page 106

 6. We note your statement in footnote 2 to the beneficial ownership table that “[t]he Class B Ordinary
Share is convertible at any time by the holder into shares of Class A Ordinary Share on a share-for-share basis.” However, we further
note your statements throughout the registration statement, including on the cover page of the prospectus, the risk factor on page 39,
the Capitalization section on page 55, etc., that the “Class A Ordinary Shares and Class B Ordinary Shares are not convertible into
each other.” Please revise your disclosure where appropriate to reconcile or otherwise explain.

RESPONSE: We note the Staff’s
comment, and, in response hereto, respectfully advise the Staff that we have revised the disclosure on page 112, to confirm that our Class
A Ordinary Shares and Class B Ordinary Shares are not convertible into each other.

Exhibits

 7. The legal opinion filed as Exhibit 5.1 opines on the Class A Shares offered in the primary offering
but not on those in the separate resale offering. Please file a revised legal opinion to also reflect the shares being offered in the
resale offering. Refer to Section II.B.2.H of Legality and Tax Opinions in Registered Offerings: Staff Legal Bulletin No. 19.

RESPONSE: We note the Staff’s
comment, and, in response hereto, respectfully advise the Staff that we have refiled an updated Exhibit 5.1 Opinion. We respectfully advise
that the Staff that the Company and Grande Holding Limited will not proceed with the resale offering and we have removed the Resale Prospectus
from the Form F-1 accordingly.

    2

General

 8. We note that you are a foreign private issuer offering voting securities in the United States. Please
tell us how you would determine whether more than 50% of your outstanding voting securities are owned of record by U.S. residents for
purposes of satisfying the foreign private issuer definition. Refer to Securities Act Rule 405 and Exchange Act Rule 3b-4; Securities
Act Rules Compliance and Disclosure Interpretation 203.17.

RESPONSE: We note the Staff’s
comment, and, in response hereto, respectfully advise the Staff that as of the date hereof, there are 17,750,000 Class A Ordinary
Shares and 5,000,000 Class B Ordinary Shares issued and outstanding. Holders of Class A Ordinary Share will be entitled to one
vote per share. Holders of Class B Ordinary Shares will be entitled to twenty (20) votes per share.

Grande Holding Limited holds 15,194,000
Class A Ordinary Shares and 5,000,000 Class B Ordinary Shares and therefore holds more than 50% of the voting power of these
classes on a combined basis before and after the Offering pursuant to the Form F-1, i.e., 96.30% of the aggregate voting power after the Offering and 97.83% of the
aggregate voting power before the Offering.

Grande Holding Limited is a company incorporated under the laws of
the Cayman Islands. As illustrated in the chart below, Grande Holding Limited is 75% owned by Blazing Success Holdings Limited and 25%
owned by Ocean Empire Group Limited, both were incorporated under the laws of the British Virgin Islands. Blazing Success Holdings Limited
is 100% owned by Rosy Beauty Investments Limited, a company incorporated under the laws of the British Virgin Islands, which is 100% owned
by Mr. Tak Kai Raymond. Ocean Empire Group Limited is 100% owned by Ms. Yujie, CHEN. Both Mr. Tam and Ms. Chen reside in Hong Kong and
neither is a resident or citizen of the United States.

Therefore, we respectfully advise the
Staff that more than 50% of the Company’s outstanding voting securities are owned of record by non-U.S. residents for purposes of
satisfying the foreign private issuer definition.

 Furthermore, we respectfully advise
the Staff that the majority of the executive officers and directors are not United States citizens or residents, the assets of the Company
are located outside of the United States, and the business of the Company’s Operating Subsidiaries is administered in Hong Kong.

    3

 9. We note your addition of the resale prospectus to the registration statement for a secondary offering
by Grande Holding Limited, which controls over 94% of the voting shares of the registrant. Given the relative size of the offering, it
appears that the resale transaction may be an indirect primary offering on behalf of the registrant. Please provide us with a detailed
legal analysis of your basis for determining that it is appropriate to characterize the transaction as a secondary offering under Securities
Act Rule 415(a)(1)(i). Please include a discussion of the relationships of Grande Holding Limited and its beneficial owners, Mr. Tak Kai
Raymond, TAM and Ms. Yujie, CHEN, with you, and tell us why the resale offering should not be viewed as an indirect, primary transaction
and why the selling shareholder should not be viewed as an underwriter. Refer to Interpretation 612.09 in the Securities Act Rules Compliance
and Disclosure Interpretations.

RESPONSE: We note the Staff’s
comment, and, in response hereto, respectfully advise the Staff that the Company and Grande Holding Limited will not proceed with the
resale offering, i.e., the secondary offering, and we have removed the Resale Prospectus from the Form F-1 accordingly.

We hope this response has addressed all of the
Staff’s concerns relating to the comment letter. Should you have additional questions regarding the information contained herein,
please contact the Company’s securities counsel William S. Rosenstadt, Esq., Mengyi “Jason” Ye, Esq. or Yuning “Grace”
Bai of Ortoli Rosenstadt LLP at wsr@orllp.legal, jye@orllp.legal or gbai@orllp.legal.

    Very truly yours,

    /s/ Mengyi “Jason”
Ye

    Mengyi “Jason” Ye, Partner

    Ortoli Rosenstadt LLP

    Direct dial: +1 212.829.8955

    4

December 30, 2024
Yujie Chen
Chief Executive Officer
Grande Group Limited
Suite 2701, 27/F., Tower 1
Admiralty Center, 18 Harcourt Road
Admiralty, Hong Kong
Re:Grande Group Limited
Registration Statement on Form F-1
Filed December 10, 2024
333-283705
Dear Yujie Chen:
            We have reviewed your registration statement and have the following comments.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Registration Statement on Form F-1
Cover Page
1.We note your response to prior comment 1. We also note the client data is as of March
31, 2024. Please revise your disclosure here and on the Resale Prospectus cover page
to provide the number of clients you had in Hong Kong, Singapore and the PRC as of
the most recent practicable date.
2.We note the revised disclosure that you have a dual-class capital structure whereby
each Class B Share has the voting power of 20 Class A Shares. Revise the cover pages
to disclose, if true, that Mr. Tak Kai Raymond, TAM and  Ms. Yujie, CHEN will have
majority voting control of the company through their control of Grande Holding,
quantifying the voting control.

December 30, 2024
Page 2
Resale Prospectus Cover Page, page i
3.We note that your resale prospectus outer cover list 2,250,000 Class A Ordinary
Shares for sale while the inside front cover lists 1,750,000 Class A Ordinary Shares
for sale. Please revise your disclosure as appropriate to reconcile.
Risk Factors
The dual-class structure of our Ordinary Shares will have the effect of concentrating, page 39
4.We note your risk factor on page 39 regarding Mr. Tak Kai Raymond, TAM's and Ms.
Yujie, CHEN's ownership and control. Please revise Summary and where appropriate
to disclose the percentage of outstanding shares that high-vote shareholders must keep
to continue to control the outcome of matters submitted to shareholders for approval.
Similarly, revise to address any sunset provisions that limit the lifespan of high-vote
shares, and whether the death of a high-vote shareholder or founder, or intra-family
transfers of shares would require conversion of high-vote shares.
Dividend Policy, page 50
5.We note your response to prior comment 3. Please revise your disclosure to
give retroactive effect of the dividend in the balance sheet with appropriate footnote
disclosure, or reflected in a pro forma balance sheet. Refer to SAB Topic 1B.3 for
guidance.
Principal Shareholders, page 106
6.We note your statement in footnote 2 to the beneficial ownership table that "[t]he
Class B Ordinary Share is convertible at any time by the holder into shares of Class A
Ordinary Share on a share-for-share basis." However, we further note your statements
throughout the registration statement, including on the cover page of the prospectus,
the risk factor on page 39, the Capitalization section on page 55, etc., that the "Class
A Ordinary Shares and Class B Ordinary Shares are not convertible into each other."
Please revise your disclosure where appropriate to reconcile or otherwise explain.
Exhibits
7.The legal opinion filed as Exhibit 5.1 opines on the Class A Shares offered in the
primary offering but not on those in the the separate resale offering. Please file a
revised legal opinion to also reflect the shares being offered in the resale
offering. Refer to Section II.B.2.H of Legality and Tax Opinions in Registered
Offerings: Staff Legal Bulletin No. 19.
General
8.We note that you are a foreign private issuer offering voting securities in the United
States. Please tell us how would you would determine whether more than 50% of your
outstanding voting securities are owned of record by U.S. residents for purposes of
satisfying the foreign private issuer definition. Refer to Securities
Act Rule 405 and Exchange Act Rule 3b-4; Securities Act Rules Compliance and
Disclosure Interpretation 203.17.
We note your addition of the resale prospectus to the registration statement for a 9.

December 30, 2024
Page 3
secondary offering by Grande Holding Limited, which controls over 94% of the
voting shares of the registrant.  Given the relative size of the offering, it appears that
the resale transaction may be an indirect primary offering on behalf of the registrant.
Please provide us with a detailed legal analysis of your basis for determining that it is
appropriate to characterize the transaction as a secondary offering under Securities
Act Rule 415(a)(1)(i). Please include a discussion of the relationships of Grande
Holding Limited and its beneficial owners, Mr. Tak Kai Raymond, TAM and Ms.
Yujie, CHEN, with you, and tell us why the resale offering should not be viewed as an
indirect, primary transaction and why the selling shareholder should not be viewed as
an underwriter. Refer to Interpretation 612.09 in the Securities Act Rules Compliance
and Disclosure Interpretations.
            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 Victor Cecco at 202-551-2064 or Lory Empie at 202-551-3714 if you
have questions regarding comments on the financial statements and related matters. Please
contact Robert Arzonetti at 202-551-8819 or James Lopez at 202-551-3536 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:Yuning “Grace” Bai

CORRESP
1
filename1.htm

December 10, 2024

VIA EDGAR

Division of Corporation Finance

Office of Finance

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

    Attention:
    Victor Cecco

    Lory Empie

    Robert Arzonetti

    James Lopez

    Re:
    Grande Group Limited

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

    Submitted November 12, 2024

    CIK No. 0002027722

Ladies and Gentlemen:

As counsel for Grande Group Limited (the “Company”)
and on its behalf, this letter is being submitted in response to the letter dated December 3, 2024 from the U.S. Securities and Exchange
Commission (the “Commission”) in which the staff of the Commission (the “Staff”) commented on the
above-referenced Draft Registration Statement on Form F-1 submitted on September 23, 2024. Concurrently with the submission of this letter,
we hereby transmit, via EDGAR, a Registration Statement on Form F-1 (“Form F-1”) for filing with the Commission, which
has been revised to reflect the Staff’s comments as well as certain other updates to the Form
F-1.

For the Staff’s convenience, the Staff’s comment has been
stated below in its entirety, with the Company’s response set out immediately underneath such comment. Page references below in
the Company’s responses are to the page numbers in Form F-1. Capitalized terms used but not otherwise defined herein have the meanings
set forth in the Form F-1.

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

Cover Page

    1.
    We note your response to prior comment 6. You disclosed in the prospectus summary the number of clients you had in Hong Kong, Singapore and the PRC. Please revise the cover page to also include such information.

RESPONSE: We note the Staff’s comment, and,
in response hereto, respectfully advise the Staff that we have revised the disclosure on the Cover Page to include the information that,
for the fiscal year ended March 31, 2024, we had 16, 6 and 4 clients from Hong Kong, Mainland China, and Singapore, respectively, while
for the year ended March 31, 2023, we had 9, 2 and 5 clients from Hong Kong, Mainland China and Singapore, respectively.

Risk Factor Summary, Page 7

    2.

    We note that you removed the following language from this section:

    ● Furthermore, the changes in the policies, regulations, rules,
    and the enforcement of laws of Mainland China may also occur quickly with little advance notice and our assertions and beliefs of the
    risk imposed by the Mainland China legal and regulatory system cannot be certain.

    ● We and our Operating Subsidiaries may become subject to a
    variety of PRC laws and other obligations regarding data security in relation to offerings that are conducted overseas, and any failure
    to comply with applicable laws and obligations could have a material and adverse effect on our business, financial condition and results
    of operations and may hinder our ability to offer or continue to offer Ordinary Shares to investors and cause the value of our Ordinary
    Shares to significantly decline or be worthless.

    ● The enactment of the law of the PRC on Safeguarding National
    Security in the Hong Kong Special Administrative Region (the “Hong Kong National Security Law”) could impact our Hong Kong
    subsidiaries, which represent substantially all of our business.

    Please revise this section to reinstate this language.

RESPONSE: We note the Staff’s comment, and,
in response hereto, respectfully advise the Staff that we have revised Page 8 to reinstate these languages.

Dividend Policy, page 50

    3.
    We note your disclosure of Grande Capital Limited's declaration of a cash dividend of HK$6 million (approximately US$769,231) to your Controlling Shareholder, Grande Holding Limited on June 25, 2024. Please tell us how you considered SAB Topic 1B.3 for this event and whether and how you intend to present the related effects.

RESPONSE: We
note the Staff’s comment, and, in response hereto, respectfully advise the Staff that SAB Topic 1B.3 does not apply to the Company
as the cash dividend of approximately US$769,231 is less than the net income for the year ended March 31, 2024 of US$1,798,073. The cash
dividend shall not be deemed to be paid out of the proceeds of the Offering and pro forma per share data shall not be applicable to the
Company.

Liquidity and Capital Resources, page 61

    4.
    We note your response to prior comment 5. You state that "[f]or the year ended March 31, 2024, [you] recorded a significant increase in cash provided by operating activities from $228,964 for the year ended March 31, 2023 to $1,157,742 for the year ended March 31, 2024." You also state that you derived sufficient cash from operating activities for the year ended March 31, 2024 that you no longer have to rely on advances from Grande Holding Limited. Please revise your disclosure to briefly discuss the increase in cash from operating activities. Similarly, revise to address known events and uncertainties with respect to cash from operations so that the reader can understand material events and uncertainties that are reasonably likely to cause the increase in cash from operations not to be necessarily indicative of future operating results.

RESPONSE: We
note the Staff’s comment, and, in response hereto, respectfully advise the Staff that we have revised the disclosure on page 65
to disclose the increase in cash provided by operating activities was mainly due to the increase of net income. We have also disclosed
that our ability to maintain sufficient cash provided by operating activities is dependent on our ability to maintain and expand our
client base, enhance our relationships with partners, make adjustments to our business operations to adopt to the business environment,
attract and retain our employees, manage our future growth, improve the operational efficiency of our Operating Subsidiary and navigate
an evolving regulatory environment. If we fail to address the aforementioned risks and challenges, our business may be materially and
adversely affected. There is no assurance that we will sustain profitability or positive cash provided by operating activities. Current
capability to maintain sufficient cash provided by operating activities is not indicative of future operating results.

Exhibits

    5.
    We note your response to comment 8. Please provide a written description. We refer you to Regulation S-K Compliance and Disclosure Interpretation no. 146.04.

RESPONSE: We note the Staff’s comment, and,
in response hereto, respectfully acknowledge that Regulation S-K Compliance and Disclosure Interpretation no. 146.04 requires a registrant
to provide a written description of an oral contract of which the registrant is a party of that would be required to be filed as an exhibit
pursuant to Item 601(b)(10) if it were written. In addition, Item 601(b)(10) of Regulation S-K requires a registrant to file the contracts
to which the registrant or a subsidiary of the registrant is a party or has succeeded to a party by assumption or assignment or in which
the registrant or such subsidiary has a beneficial interest.

In connection with the sale and purchase agreements between
Grande Holding Limited and each of Beyond Worth Limited, Charming Apex Limited and Merleos Technology Limited, we respectfully clarify
for the Staff that as stated in our correspondence letter dated November 12, 2024, neither the registrant nor any of its subsidiaries
is a party to the agreement. Grande Holding Limited is the controlling shareholder of the registrant. Therefore, we believe that the agreement
is not required to be filed under Item 601(b)(10) of Regulation S-K and that the registrant is not required to provide a written description
of the agreements.

We further acknowledge that Item 601(b)(10) of Regulation
S-K requires an agreement that is not made in the ordinary course of business that is material to the registrant to be filed as an exhibit
to a registration statement.

In connection with the oral agreement regarding the consultation
fees paid to Tak Kai Raymond Tam, we do not believe this is material because it is a one-off business development strategy consultation
services and the amount of $5,769 paid during the fiscal year ended March 31,
2024 accounts for approximately 0.14% of the total assets of $4,102,029 as of March 31, 2024 and approximately 0.13% of the revenue of
$4,529,196 during the fiscal year ended March 31, 2024. Therefore, we believe that the oral agreement regarding the consultation
fees is not required to be filed under Item 601(b)(10) of Regulation S-K and that the registrant is not required to provide a written
description of the agreements.

We hope this response has addressed all of the Staff’s
concerns relating to the comment letter. Should you have additional questions regarding the information contained herein, please contact
the Company’s securities counsel William S. Rosenstadt, Esq., Mengyi “Jason” Ye, Esq. or Yuning “Grace”
Bai of Ortoli Rosenstadt LLP at wsr@orllp.legal, jye@orllp.legal or gbai@orllp.legal.

    Very truly yours,

    /s/ Mengyi “Jason” Ye

    Mengyi “Jason” Ye, Partner

    Ortoli Rosenstadt LLP

    Direct dial: +1 212.829.8955

December 3, 2024
Yujie Chen
Chief Executive Officer
Grande Group Limited
Suite 2701, 27/F., Tower 1
Admiralty Center, 18 Harcourt Road
Admiralty, Hong Kong
Re:Grande Group Limited
Amendment No. 3 to Draft Registration Statement on Form F-1
Submitted November 12, 2024
CIK No. 0002027722
Dear Yujie Chen:
            We have reviewed your amended draft registration statement and have the following
comments.
            Please respond to this letter by providing the requested information and either
submitting an amended draft registration statement or publicly filing your registration
statement on EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing the information you provide in response to this letter and your
amended draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, any references to prior comments are to comments in
our November 25, 2024 letter.
Amendment No.3 to Draft Registration on Form F-1
Cover Page
1.We note your response to prior comment 6. You disclosed in the prospectus summary
the number of clients you had in Hong Kong, Singapore and the PRC. Please revise
the cover page to also include such information.
Risk Factors Summary, page 7
We note that you removed the following language from this section:
Furthermore, the changes in the policies, regulations, rules, and the •2.

December 3, 2024
Page 2
enforcement of laws of Mainland China may also occur quickly with little
advance notice and our assertions and beliefs of the risk imposed by the Mainland
China legal and regulatory system cannot be certain.
•We and our Operating Subsidiaries may become subject to a variety of PRC laws
and other obligations regarding data security in relation to offerings that are
conducted overseas, and any failure to comply with applicable laws and
obligations could have a material and adverse effect on our business, financial
condition and results of operations and may hinder our ability to offer or continue
to offer Ordinary Shares to investors and cause the value of our Ordinary Shares
to  significantly decline or be worthless.
•The enactment of the law of the PRC on Safeguarding National Security in the
Hong Kong Special Administrative Region (the “Hong Kong National Security
Law”) could impact our Hong Kong subsidiaries, which represent substantially all
of our business.

Please revise this section to reinstate this language.
Dividend Policy, page 50
3.We note your disclosure of Grande Capital Limited's declaration of a cash dividend of
HK$6 million (approximately US$769,231) to your Controlling Shareholder, Grande
Holding Limited on June 25, 2024. Please tell us how you considered SAB Topic
1B.3 for this event and whether and how you intend to present the related effects.
Liquidity and Capital Resources, page 61
4.We note your response to prior comment 5. You state that "[f]or the year ended March
31, 2024, [you] recorded a significant increase in cash provided by operating activities
from $228,964 for the year ended March 31, 2023 to $1,157,742 for the year ended
March 31, 2024." You also state that you derived sufficient cash from operating
activities for the year ended March 31, 2024 that you no longer have to rely on
advances from Grande Holding Limited. Please revise your disclosure to briefly
discuss the increase in cash from operating activities. Similarly, revise to address
known events and uncertainties with respect to cash from operations so that the reader
can understand material events and uncertainties that are reasonably likely to cause
the increase in cash from operations not to be necessarily indicative of future
operating results.
Exhibits
5.We note your response to comment 8. Please provide a written description. We refer
you to Regulation S-K Compliance and Disclosure Interpretation no. 146.04.
            Please contact Victor Cecco at 202-551-2064 or Lory Empie at 202-551-3714 if you
have questions regarding comments on the financial statements and related matters. Please
contact Robert Arzonetti at 202-551-8819 or James Lopez at 202-551-3536 with any other
questions.

December 3, 2024
Page 3
Sincerely,
Division of Corporation Finance
Office of Finance
cc:Yuning “Grace” Bai

October 25, 2024
Yujie Chen
Chief Executive Officer
Grande Group Limited
Suite 2701, 27/F., Tower 1
Admiralty Center, 18 Harcourt Road
Admiralty, Hong Kong
Re:Grande Group Limited
Amendment No. 1 to Draft Registration Statement on Form F-1
Submitted September 23, 2024
CIK No. 0002027722
Dear Yujie Chen:
            We have reviewed your amended draft registration statement and have the following
comments.
            Please respond to this letter by providing the requested information and either
submitting an amended draft registration statement or publicly filing your registration
statement on EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing the information you provide in response to this letter and your
amended draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, any references to prior comments are to comments in
our August 21, 2024 letter.
Amendment No. 1 to Draft Registration on Form F-1
Overview, page 2
1.We note your disclosure on page 58 regarding the number of IPOs sponsored and
completed for the years ended March 31, 2023 and 2024 differs from the
disclosure used on pages 2 and 75. Please revise the language on pages 2, 58 and 75
and elsewhere as appropriate to clarify whether you completed three successful IPOs
in each of the years ended March 31, 2023 and 2024, or whether three successful IPOs
in total were completed during those years.

October 25, 2024
Page 2
Prospectus Summary
Corporate History and Structure, page 4
2.Please revise the post-IPO organizational chart on page 5 to be consistent with the
pre-IPO organizational chart on page 4 including (i) disclosing the persons that own
the equity in Grande Holding Limited, (ii) clearly identifying the entity in which
investors are purchasing their interest, (iii) identifying the entities in which your
operations are conducted and (iv) disclosing that Mr. Tin Duk Victor, Chang, controls
49% of Grande Securities Limited not owned by Grande Group Limited.
Risk Factors Summary, page 7
3.Your risk factor disclosure exceeds 15 pages. Please include summary risk factor
disclosure of no more than two pages. Refer to Item 105 of Regulation S-K and Item 3
of Form F-1.
Risk Factors
Risks Relating to Doing Business in the Jurisdictions, page 18
4.We note your response to prior comment 8 and that you did not remove the statement
on page 18 that your Operating Subsidiary is not “regulated by any regulator in
Mainland China.” Please remove this statements and similar ones throughout the
registration statement.
Liquidity and Capital Resources, page 62
5.We note your response to prior comment 21 and revised disclosure on page 101.
Please revise here and elsewhere to identify Mr. Tak Kai Raymond instead of using
the phrase "related party." Additionally, revise to provide narrative discussion
explaining material changes in the sources of funds. We note, in this regard, the
significant increase in cash provided by operations in 2024.
Business, page 75
6.We note the Cover Page reference to existing "or potential" clients in Mainland China.
We also note the disclosure on page 76 that your client base "spans Hong Kong,
Singapore and the PRC." Please revise here and the Cover Page to quantify the
approximate percentages of your clients in these countries.
Principal Shareholder, page 102
7.Please revise your table to reflect the number of shares beneficially owned by Mr. Tak
Kai Raymond, TAM and Ms. Yujie, CHEN as that term is defined by General
Instruction F of Form 20-F. In this regard we note your disclosure in Footnote 1 on
page 102 that Mr. Tak Kai Raymond, TAM holds 75% of your 8,560,000 common
shares held by Grand Holding Limited through Blazing Success Holdings Limited
while Ms. Yujie, CHEN similarly holds 25% of such shares through Ocean Empire
Group Limited.

October 25, 2024
Page 3
Exhibits
8.We note your response to prior comment 30 and reissue the comment. Please provide
an analysis supporting your conclusion that the agreements are not required to be
filed.
            Please contact Victor Cecco at 202-551-2064 or Lory Empie at 202-551-3714 if you
have questions regarding comments on the financial statements and related matters. Please
contact Robert Arzonetti at 202-551-8819 or James Lopez at 202-551-3536 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:Yuning “Grace” Bai

August 21, 2024
Yujie Chen
Chief Executive Officer
Grande Group Limited
Suite 2701, 27/F., Tower 1
Admiralty Center,18 Harcourt Road
Admiralty, Hong Kong
Re:Grande Group Limited
Draft Registration Statement on Form F-1
Submitted July 24, 2024
CIK No. 0002027722
Dear Yujie Chen:
            We have reviewed your draft registration statement and have the following comments.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on EDGAR.
If you do not believe a comment applies to your facts and circumstances or do not believe an
amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional comments.
Draft Registration Statement on Form F-1
Prospectus Cover Page, page i
1.Clearly disclose how you will refer to the holding company, subsidiaries, and other
entities when providing the disclosure throughout the document so that it is clear to
investors which entity the disclosure is referencing and which subsidiaries or entities are
conducting the business operations. Refrain from using terms such as “we” or “our” when
describing activities or functions of the holding company, subsidiaries, and other entities.
For example, you state on page 6 that "[w]e do not have any present plan to declare or pay
any dividends on our Ordinary Shares." You also state on the Cover Page that you define
"we," "us," etc. as Grande Group Limited, but in the definitions section on page 2, you
define them to refer to Grande Group Limited and it subsidiaries. Please make conforming
revisions throughout the document.
We note your statement on the Cover Page that following the offering, Grande Holding 2.

August 21, 2024
Page 2
Limited, your largest shareholder, will own a majority of the voting power and will be
able control the outcome of matters submitted to the shareholders. Please revise to
identify the natural person, which appears to be Mr. Tak Kai Raymond, Tam, who is the
majority shareholder of Grande Holding Limited and, therefore, your ultimate controlling
shareholder. Additionally, revise the graphic on page 5 to disclose the natural person(s)
controlling the 49% of Grande Securities Limited not owned by Grande Group Limited.
3.We note your disclosure on the prospectus cover page that "[you] are currently not subject
to the PRC government’s direct influence or discretion over the manner in which [you]
conduct [y]our business activities outside of Mainland China..." Given 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, please remove these and similar statements
throughout the registration statement. We remind you that, pursuant to federal securities
rules, the term “control” (including the terms “controlling,” “controlled by,” and “under
common control with”) as defined in Securities Act Rule 405 means “the possession,
direct or indirect, of the power to direct or cause the direction of the management and
policies of a person, whether through the ownership of voting securities, by contract, or
otherwise.”
4.Please disclose the price range for the offering.
Prospectus Summary
Overview, page 2
5.Please revise to quantify the approximate percentage of revenues attributed to "IPO
sponsorship and related services" and "Corporate financial advisory services." To the
extent these represent material revenues, clarify under which category you identify
Takeovers and Privatizations, Foreign Investments, and Private M&A and Disposals, as
referenced on your website.
Corporate History and Structure, page 4
6.Please revise the organizational chart on page 5 to (i) disclose the persons that own the
equity in Grande Holding Limited, (ii) clearly identify the entity in which investors are
purchasing their interest and (iii) identify the entities in which your operations
are conducted.
7.We note the statements on pages 5 and 6 that Grande relies on dividends or payments to
be paid by its Hong Kong subsidiaries and that Grande Capital Limited declared a cash
dividend of HK$6 million to the Controlling Shareholder on June 25, 2024. Please revise
to clarify the reasons for the June 25, 2024 dividend and state, if true, that no other
dividends have been declared.
Regulatory Development in the PRC, page 11
We note your disclosure on page 11 that "[you] do not believe [you] would be subject to
PRC law and regulation..." We also note the disclosure on page 17 that your Operating
Subsidiary is not "regulated by any regulator in Mainland China." Given the risk that the
Chinese government may intervene or influence your operations at any time, or may exert 8.

August 21, 2024
Page 3
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, please remove these and similar statements
throughout the registration statement.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations, page 59
9.Please revise to quantify the approximate percentages of revenues resulting from fixed
fees, commissions or otherwise.
Revenue, page 59
10.Please revise to disclose the proportion of revenues derived from entities based within the
People's Republic of China for each service category for the periods presented within your
financial statements. Also, include a discussion of the primary geographic areas within
Asia that are driving your revenues for the periods presented.
Liquidity and Capital Resources, page 60
11.We note the statement that operations are funded partly through "amounts due to related
parties." We also note the reference to "amounts due to a related party" on page 61.
Revise to identify the related party or parties and quantify the amounts provided.
Business
Overview, page 73
12.Please revise, here and elsewhere as appropriate, to disclose your date of establishment
such that investors may clearly understand the time period over which you completed,
"over 16 successful IPOs on the HKSE." Additionally, revise to precisely quantify the
number completed IPOs since your establishment rather than using the phrase "over 16."
13.Please revise your disclosure to provide more information regarding the companies
comprising your 16 successful IPOs listed upon the HKSE. For instance, discuss the
average offering size or range of offering sizes, and the industry segments in which the 16
companies operate, especially addressing whether there is an industry concentration.
14.Please revise where appropriate to disclose the primary methods or channels by which
you acquire new customers or clients.
15.Please revise to explain what you mean by "successful IPO." For example, is an
IPO successful if it closes or does it (also) depend on other factors, such as the amount
raised or the market price compared to the IPO price a certain time after closing?
16.You state that you focus on corporate finance advisory services. Please revise to clarify
the extent to which you are limited in the nature of your advisory services by having Type
1 and 6 but not Type 4 "Advising on Securities" or the other types of regulatory approvals
identified on page 82. Additionally, revise the table on page 85 to disclose the the actual
Type 1 and 6 capital levels.
We have a diversified client base, page 74
We note your statement that "[you] have a diversified customer base." We further note
your disclosure on page 78 that revenue from your five largest customers accounted 17.

August 21, 2024
Page 4
for 78.1% and 85.6% of revenue for the fiscal years ended March 31, 2024 and 2023
respectively. Please revise your disclosure to reconcile these statements.
Our Clients, page 78
18.We note that revenue from your five largest customers accounted for 78.1% and 85.6% of
revenue in for the fiscal years ended March 31, 2024 and 2023. If material, please revise
to identify these customers and disclose the material terms of your agreements with them,
including the duration of the agreements and termination provisions. Please also file the
agreements as exhibits or explain why they are not required. Refer to Item 601(b)(10) of
Regulation S-K.
Our Employees, page 79
19.Please revise your disclosure and table setting forth the number of full-time employees as
categorized for both years ended March 31, 2024 and 2023.
Related Party Transactions, page 97
20.Please revise your disclosure in the first table on page 97 to clarify that Mr. Tak Kai
Raymond, Tam is the majority shareholder of Grande Holding Limited and, therefore,
your ultimate controlling shareholder.
21.We note your disclosure on page 97 of the amounts Grande Holding Limited has provided
you for working capital. Please revise to further clarify the nature of the goods and
services provided as working capital for the daily operation of the Operating Subsidiary.
Please also revise to discuss in greater detail the source of the funds Grande Holding
Limited loaned to you including any material terms between such source(s) and Grande
Limited such as interest and repayment terms. Please also clarify whether Mr. Tak Kai
Raymond, Tam was the source of any of the funds lent by Grande Holding Limited to
you.
Principal Shareholders, page 98
22.Please revise the table to include Tak Kai Raymond, Tam and revise Footnote 1 to clarify
how Mr. Ho and Mrs. Chen own 85.6% while Tak Kai Raymond, Tam owns 75%
through Blazing Success Holdings Limited.
Enforceability of Civil Liabilities, page 118
23.Please clarify your disclosure in this section and in the risk factors section on page 38 to
state specifically that all of your officers and directors are located in Hong Kong and that
it would be difficult to impose liability on those individuals.
Consolidated Statements of Cash Flows, page F-6
24.Please summarize for us your rationale and basis for concluding that your Statement of
Cash Flows should have no cash flow from investing activities. Tell us the authoritative
accounting guidance upon which you relied.

August 21, 2024
Page 5
Notes To Consolidated Financial Statements
Note 2 - Summary of Significant Accounting Policies
Revenue recognition, page F-11
25.Please tell us whether or not any of your revenue arrangements incorporate performance
based fees and/or any claw-back features. If so please revise to provide a general
description and a discussion of the accounting impact of these features on your reported
financial results.
Note 3 - Accounts Receivable, Net, page F-17
26.Please revise to include an aging analysis of your gross accounts receivable for the period
presented showing amounts for the standard past due categories (i.e. 30 days, 90 days, 180
days etc.).
Note 6 - Concentrations of Risk, page F-18
27.You disclose that "[f]or the years ended March 31, 2024 and 2023, revenue from [your]
top five customers...accounted for an aggregate of 78.1% and 85.6% of [your] total
revenue. And there were three customers that each accounted for 10% or more of total
revenues, respectively.” Please tell us and revise to clarify whether any of these customers
are related parties. Additionally, tell us what consideration you gave to whether financial
or other information about your significant customers is necessary. Finally, please revise
your Management’s Discussion and Analysis to identify and include, as necessary, a
discussion of any known trends and uncertainties related to these customers, whether
affiliated or unaffiliated, that are reasonably likely to have a material effect on your
reported financial results.
Note 9 - Leases, page F-19
28.We note your disclosure that “[o]n April 1, 2021, [you] adopted “Leases” (Topic 842),
using the modified-retrospective approach, and as a result recognized a right-of-use asset
of $351,674 at the date of adoption, and a lease liability of $351,674.” Please revise to
clarify why no right-of-use (“ROU”) asset and related lease liability is presented in your
Consolidated Balance Sheets as of March 31, 2023. In the event the ROU asset arose
following the date of adoption or the March 31, 2023 financial statement date, please
revise to provide consistent disclosures.
Note 17 - Subsequent Events, page F-25
29.We note your disclosure that “On June 12, 2024, the Company acquired 51% of the equity
interest in Grande Securities Limited, a company incorporated in HK SAR, from the sole
shareholder for a total consideration of HK$51, approximately equivalent to $6.5.” Please
tell us and revise your disclosures to tell us, to the extent material, the amounts recognized
for assets acquired and liabilities assumed as of the date of acquisition including any
recognized contingent assets and liabilities, as well as the primary reason the reporting
entity completed the acquisition. Also, please tell us, and revise your disclosures as
appropriate whether Grande Securities Limited has any operations, maintains an office or
personnel in Mainland China, and whether Grande Securities has, or intends to have, any
contractual arrangements to establish a variable interest entity (“VIE”) structure with any
entity in Mainland China.

August 21, 2024
Page 6
Exhibits
30.We note your disclosure on page 55 that you entered into Sale and Purchase Agreements
with each of Beyond Worth Limited, Charming Apex Limited and Merleos Technology
Limited. We also note the consultation fees paid to Tak Kai Raymond, Tam as referenced
on page 97. Please disclose the material terms of each agreement and file each agreement
as an exhibit to the registration statement.
            Please contact Victor Cecco at 202-551-2064 or Lory Empie at 202-551-3714 if you have
questions regarding comments on the financial statements and related matters. Please contact
Robert Arzonetti at 202-551-8819 or James Lopez at 202-551-3536 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:Yuning “Grace” Bai