SecProbe.io

CORRESP
 1
 filename1.htm

 December
29, 2025

 VIA
EDGAR

 Securities
and Exchange Commission
Division of Corporation Finance

 Office
of Finance
100 F Street, N.E.
Washington, D.C. 20549

 Re:
 Kepler
 Group Limited (the "Company")
 Registration Statement on Form F-1
 File No. 333-290005

 Ladies
and Gentlemen:

 Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the "Act"), the undersigned
hereby joins in the request of the Company that the effective date of the above-referenced Registration Statement be accelerated so as
to permit it to become effective at 4:00 p.m., Eastern Time, on December 31, 2025, or as soon thereafter as practicable, or at such other
time as the Company or its outside counsel request by telephone that such Registration Statement be declared effective.

 Pursuant
to Rule 460 of the General Rules and Regulations of the Securities and Exchange Commission under the Act, please be advised that there
will be distributed to each underwriter or dealer, who is reasonably anticipated 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 advises that it has complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange
Act of 1934, as amended.

 Very
 truly yours,

 Cathay
 Securities, Inc.

 By:

 /s/
 Xiaoyu Li

 Name:
 Xiaoyu
Li

 Title:
 Chief
 Executive Officer

CORRESP
 1
 filename1.htm

 KEPLER
GROUP LIMITED

 Suite
3902-03, 39/F

 Tower
6, The Gateway

 Harbour
City, Tsim Sha Tsui

 Hong
Kong

 December
29, 2025

 VIA
EDGAR

 Division
of Corporation Finance

 Office
of Finance

 U.S.
Securities & Exchange Commission

 100
F Street, NE

 Washington,
D.C. 20549

 RE:
 Kepler
 Group Limited (the "Company")

 Registration
 Statement on Form F-1 (File No. 333-290005) (the "Registration Statement")
 Request
 for Acceleration of Effectiveness

 Ladies
and Gentlemen:

 The
Company hereby requests, pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, acceleration of effectiveness
of the Registration Statement so that such Registration Statement will become effective as of 4:00 p.m. Eastern time on December 31,
2025, or as soon thereafter as practicable.

 The
Company understands that the representative of the underwriters, on behalf of the prospective underwriters of the offering, has joined
in this request in a separate letter filed with the Commission today.

 Please
contact Mr. Lawrence Venick of Loeb & Loeb LLP, the Company's counsel, at +852.5600.0188 or via e-mail at lvenick@loeb.com
with any questions you may have concerning this request. In addition, please notify our counsel when this request for acceleration has
been granted.

 Very
 truly yours,

 KEPLER
 GROUP LIMITED

 By:
 /s/
 Kwok Yu Hin

 Name:

 Kwok
 Yu Hin

 Title:
 Chief
 Executive Officer

CORRESP
 1
 filename1.htm

 KEPLER
GROUP LIMITED

 Suite
3902-03, 39/F

 Tower
6, The Gateway

 Harbour
City, Tsim Sha Tsui

 Hong
Kong

 Via
Edgar

 December
5, 2025

 Division
of Corporation Finance

 Office
of Finance

 U.S.
Securities & Exchange Commission

 100
F Street, NE

 Washington,
D.C. 20549

 Re:
Kepler Group Limited (the " Company ")

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

 Filed
October 8, 2025

 File
No. 333-290005

 Dear
SEC Officers:

 We
hereby provide a response to the comment issued in a letter dated December 3, 2025 (the " Staff's Letter ") regarding
the Company's Amendment No. 1 to Registration Statement on Form F-1 (the " Form F-1 "). Contemporaneously, we
are filing the revised Form F-1 via Edgar (the " Amended F-1 ").

 In
order to facilitate the review by the Commission's staff (the " Staff ") of the Amended F-1, we have responded
to the comments set forth in the Staff's Letter on a point-by-point basis. The numbered paragraph sets forth below responds
to the Staff's comment and corresponds to the numbered paragraph in the Staff's Letter.

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

 Exhibits

 1.
 Several
 of your exhibits were submitted as images and therefore are not text searchable, including Exhibits 3.1, 3.2, 8.1, 10.1-10.3 and
 10.6. File an amendment to include revised versions of the exhibits filed in a format that permits the contents to be text searchable.

 Response:
We respectfully advise the Staff that we have revised Exhibits 3.1, 3.2, 8.1, 10.1-10.3 and 10.6 to provide text searchable versions.

 Please
reach Lawrence Venick, the Company's outside counsel at +852.5600.0188 if you would like additional information with respect to
any of the foregoing. Thank you.

 Sincerely,

 /s/
 Kwok Yu Hin

 Kepler
 Group Limited

 Chief
 Executive Officer

 Encl.

December 3, 2025
Kwok Yu Hin
Chief Executive Officer
Kepler Group Limited
Suite 3902-03, 39/F
Tower 6, The Gateway
Harbour City, Tsim Sha Tsui
Hong Kong
Re:Kepler Group Limited
Amendment No. 1 to Registration Statement on Form F-1
Filed October 8, 2025
File No. 333-290005
Dear Kwok Yu Hin:
            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 September 30,
2025 letter.
Amendment No. 1 to Registration Statement on Form F-1
Exhibits
1.Several of your exhibits were submitted as images and therefore are not text
searchable, including Exhibits 3.1, 3.2, 8.1, 10.1-10.3 and 10.6. File an amendment to
include revised versions of the exhibits filed in a format that permits the contents to be
text searchable.

December 3, 2025
Page 2
            Please contact Shannon Davis at 202-551-6687 or Marc Thomas at 202-551-3452 if
you have questions regarding comments on the financial statements and related
matters. Please contact Madeleine Joy Mateo at 202-551-3465 or Christian Windsor at 202-
551-3419 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:Edgar Siu, Esq.

CORRESP
1
filename1.htm

KEPLER
GROUP LIMITED

Suite
3902-03, 39/F

Tower
6, The Gateway

Harbour
City, Tsim Sha Tsui

Hong
Kong

Via
Edgar

 October 8, 2025

Division
of Corporation Finance

Office
of Finance

U.S.
Securities & Exchange Commission

100
F Street, NE

Washington,
D.C. 20549

Re:
Kepler Group Limited (the “Company”)

Registration
Statement on Form F-1

Filed
September 3, 2025

File
No. 333-290005

Dear
SEC Officers:

We
hereby provide a response to the comments issued in a letter dated September 30, 2025 (the “Staff’s Letter”)
regarding the Company’s Registration Statement on Form F-1 (the “Form F-1”). Contemporaneously, we are filing
the revised Form F-1 via Edgar (the “Amended F-1”).

In
order to facilitate the review by the Commission’s staff (the “Staff”) of the Amended F-1, we have responded
to the comments set forth in the Staff’s Letter on a point-by-point basis. The numbered paragraphs set forth below respond to the
Staff’s comments and correspond to the numbered paragraph in the Staff’s Letter.

Registration
Statement on Form F-1

General

    1.
    We
                                            note your disclosure that to the extent you issue additional ordinary shares in the future,
                                            there will be further dilution to new investors participating in this offering and your revised
                                            disclosure on page 41. We also note:

    (1)
    the amount of the offering compared to the total number of securities outstanding;

    (2)
    the statement on page 95 that non-affiliates may sell an unlimited number of restricted securities; and

    (3)
    the disclosure on pages 43 and II-1 regarding recent sales of unregistered securities, including 17,487,500 shares that have or will
    be issued to your shareholders. It appears there has been or will be prior to this offering a distribution of a significant amount
    of securities prior to this offering.

    Please
    revise the first risk factor on page 22 and where appropriate to further clarify in quantitative and qualitative terms that your
    significant number of outstanding securities may cause dilution and/or volatility or have other material impacts on the market for
    your securities after this offering. As a non-exclusive example, clarify the potential effects these securities may have on your
    ability to list or maintain a listing on the Nasdaq Capital Market. We may have further comment.

    Response:
We respectfully advise the Staff that we have revised page 22 of the Amended F-1 to provide the relevant discussion in the risk factors
section.

Cover
Page

    2.
    We
    note your disclosure in Note (1) to the table that the disclosed amounts of underwriting discounts do not include a non-accountable
    expense allowance equal to 1% of the gross proceeds of the offering. Please tell us, and revise your filing here or elsewhere as
    appropriate to disclose, the nature of this expense, how this expense differs from other offering expenses, and to whom this non-accountable
    expense will be payable.

Response:
We respectfully advise the Staff that we have revised the cover page of the Amended F-1 to provide the relevant discussion.

    3.
    We
                                            note your removal of disclosure related to the availability of funds or assets in your business
                                            in Hong Kong or your Hong Kong subsidiaries to fund operations or for other use outside of
                                            Hong Kong, as well as the related risk factor. It is unclear to us that there have been changes
                                            in the regulatory environment in the PRC since your submission on May 19, 2025 that necessitated
                                            such changes in your disclose. Please restore your disclosures related to the availability
                                            of funds or assets in your Hong Kong operations to fund operations or for other use outside
                                            of Hong Kong to the disclosures as they existed in your draft registration statement on Form
                                            F-1 submitted May 19, 2025. Please note we may have further comments.

Response:
We respectfully advise the Staff that we have revised the cover page and page 15 of the Amended F-1 to restore the relevant discussion.

Risk
Factors, page 10

    4.
    We
                                            note that there appear to be a significant number of shares held by current shareholders
                                            who individually hold less than 5% and therefore will not be subject to the lock-up agreement
                                            with the underwriter. Add a risk factor to clarify the risk to investors who purchase in
                                            this offering from sales by existing shareholders into the public market after the completion
                                            of this offering. The new risk factor should disclose the total number of shares that are
                                            not subject to lock-up agreements, and the median price paid for those shares.

Response:
We respectfully advise the Staff that we have revised page 23 of the Amended F-1 to provide the relevant discussion.

Corporate
History and Structure, page 43

    5.
    We
                                            note your disclosure that you plan to issue an aggregate of 17,487,500 additional ordinary
                                            shares and that upon completion of this issuance, you will have a total of 20,000,000 ordinary
                                            shares issued and outstanding. Please address the accounting for any difference between the
                                            estimated IPO price range and the fair value of the additional shares to be issued.

Response:
We respectfully advise the Staff that the difference between the estimated IPO price range and the fair value of the additional shares
issued will be recorded in share premium. It reflects the additional value that investors are willing to pay over the fair value of the
shares. We have revised page 43 of the Amended F-1 to provide the relevant discussion.

Note
27. Financial Instruments

b.
Financial risk management objectives and policies

Credit
risk and impairment assessment, page F-47

    6.
    We
                                            note the disclosure that you have a concentration of credit risk related to trade receivables
                                            within your property construction business segment. Please revise your filing to provide
                                            a discussion of this business segment as well as any other similar types of focus industries
                                            in which the company underwrites insurance products. Further, please revise to disclose the
                                            2025 concentration of credit risk as a percentage of total trade receivables.

Response:
We respectfully advise the Staff that we have revised page F-47 of the Amended F-1.

Please
reach Lawrence Venick, the Company’s outside counsel at +852.5600.0188 if you would like additional information with respect to
any of the foregoing. Thank you.

Sincerely,

    /s/
    Kwok Yu Hin

    Kepler
    Group Limited

    Chief
    Executive Officer

    Encl.

September 30, 2025
Kwok Yu Hin
Chief Executive Officer
Kepler Group Limited
Suite 3902-03, 39/F
Tower 6, The Gateway
Harbour City, Tsim Sha Tsui
Hong Kong
Re:Kepler Group Limited
Registration Statement on Form F-1
Filed September 3, 2025
File No. 333-290005
Dear Kwok Yu Hin:
            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
General
We note your disclosure that to the extent you issue additional ordinary shares in the
future, there will be further dilution to new investors participating in this offering and
your revised disclosure on page 41. We also note:
(1) the amount of the offering compared to the total number of securities outstanding;
(2) the statement on page 95 that non-affiliates may sell an unlimited number of
restricted securities; and
(3) the disclosure on pages 43 and II-1 regarding recent sales of unregistered
securities, including 17,487,500 shares that have or will be issued to your
shareholders. It appears there has been or will be prior to this offering a distribution of
a significant amount of securities prior to this offering.1.

September 30, 2025
Page 2
Please revise the first risk factor on page 22 and where appropriate to further clarify in
quantitative and qualitative terms that your significant number of outstanding
securities may cause dilution and/or volatility or have other material impacts on the
market for your securities after this offering. As a non-exclusive example, clarify the
potential effects these securities may have on your ability to list or maintain a listing
on the Nasdaq Capital Market. We may have further comment.
Cover Page
2.We note your disclosure in Note (1) to the table that the disclosed amounts of
underwriting discounts do not include a non-accountable expense allowance equal to
1% of the gross proceeds of the offering. Please tell us, and revise your filing here or
elsewhere as appropriate to disclose, the nature of this expense, how this expense
differs from other offering expenses, and to whom this non-accountable expense will
be payable.
3.We note your removal of disclosure related to the availability of funds or assets in
your business in Hong Kong or your Hong Kong subsidiaries to fund operations or for
other use outside of Hong Kong, as well as the related risk factor. It is unclear to us
that there have been changes in the regulatory environment in the PRC since your
submission on May 19, 2025 that necessitated such changes in your disclose. Please
restore your disclosures related to the availability of funds or assets in your Hong
Kong operations to fund operations or for other use outside of Hong Kong to the
disclosures as they existed in your draft registration statement on Form F-1 submitted
May 19, 2025. Please note we may have further comments.
Risk Factors, page 10
4.We note that there appear to be a significant number of shares held by current
shareholders who individually hold less than 5% and therefore will not be subject to
the lock-up agreement with the underwriter. Add a risk factor to clarify the risk to
investors who purchase in this offering from sales by existing shareholders into the
public market after the completion of this offering. The new risk factor should
disclose the total number of shares that are not subject to lock-up agreements, and the
median price paid for those shares.
Corporate History and Structure, page 43
5.We note your disclosure that you plan to issue an aggregate of 17,487,500 additional
ordinary shares and that upon completion of this issuance, you will have a total of
20,000,000 ordinary shares issued and outstanding. Please address the accounting for
any difference between the estimated IPO price range and the fair value of the
additional shares to be issued.
Note 27. Financial Instruments
b. Financial risk management objectives and policies
Credit risk and impairment assessment, page F-47
We note the disclosure that you have a concentration of credit risk related to trade
receivables within your property construction business segment. Please revise your
filing to provide a discussion of this business segment as well as any other similar 6.

September 30, 2025
Page 3
types of focus industries in which the company underwrites insurance products.
Further, please revise to disclose the 2025 concentration of credit risk as a percentage
of total trade receivables.
            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 Shannon Davis at 202-551-6687 or Marc Thomas at 202-551-3452 if
you have questions regarding comments on the financial statements and related
matters. Please contact Madeleine Joy Mateo at 202-551-3465 or Christian Windsor at 202-
551-3419 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:Edgar Siu, Esq.

May 14, 2025
Kwok Yu Hin
Chief Executive Officer
Kepler Group Limited
Suite 3902-03, 39/F
Tower 6, The Gateway
Harbour City, Tsim Sha Tsui
Hong Kong
Re:Kepler Group Limited
Amendment No. 3 to Draft Registration Statement on Form F-1
Submitted May 6, 2025
CIK No. 0002000208
Dear Kwok Yu Hin:
            We have reviewed your amended draft registration statement and have the following
comment.
            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 May 1, 2025 letter.
Amendment No. 3 to Draft Registration Statement on Form F-1
Summary
Regulatory Permission, page 4
1.We note that this section discusses the possible permissions that may be required by
the Chinese authorities, if applied to Hong Kong based companies like Kepler. Revise
this section to clarify any and all material regulatory permissions that you must obtain
from the authorities in Hong Kong in order to proceed with an offering that includes
foreign investors.

May 14, 2025
Page 2
            Please contact Shannon Davis at 202-551-6687 or Marc Thomas at 202-551-3452 if
you have questions regarding comments on the financial statements and related
matters. Please contact Madeleine Joy Mateo at 202-551-3465 or Christian Windsor at 202-
551-3419 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:Edgar Siu, Esq.

May 1, 2025
Kwok Yu Hin
Chief Executive Officer
Kepler Group Limited
Suite 3902-03, 39/F
Tower 6, The Gateway
Harbour City, Tsim Sha Tsui
Hong Kong
Re:Kepler Group Limited
Amendment No. 2 to Draft Registration Statement on Form F-1
Submitted April 17, 2025
CIK No. 0002000208
Dear Kwok Yu Hin:
            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 April 11, 2025 letter.
Amendment No. 2 to Draft Registration Statement on Form F-1
General
1.We note your response to prior comment 1 and your disclosure that the value-added
services do not generate any direct revenue. Please further describe how the provision
of these value-added services affects your business or results of operations, if at all.
For example, describe if there are any forms of indirect revenue resulting from these
value-added services.

May 1, 2025
Page 2
Management's Discussion and Analysis of Financial Condition and Results of Operations
Commission and Other Payables, page 60
2.See prior comment 4. Noting your response to our comment letter, please revise your
filing to provide similar discussion to that included in your response indicating, if
true, that you do not intend to extend your money advances from third parties beyond
their respective maturity dates.
            Please contact Shannon Davis at 202-551-6687 or Marc Thomas at 202-551-3452 if
you have questions regarding comments on the financial statements and related
matters. Please contact Madeleine Joy Mateo at 202-551-3465 or Christian Windsor at 202-
551-3419 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:Edgar Siu, Esq.

April 11, 2025
Kwok Yu Hin
Chief Executive Officer
Kepler Group Limited
Suite 3902-03, 39/F
Tower 6, The Gateway
Harbour City, Tsim Sha Tsui
Hong Kong
Re:Kepler Group Limited
Amendment No. 1 to Draft Registration Statement on Form F-1
Submitted March 28, 2025
CIK No. 0002000208
Dear Kwok Yu Hin:
            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 January 2, 2025 letter.
Amendment No.1 to Draft Registration Statement on Form F-1
General
We note your response to prior comment 24. Please further describe the value-added
service you provide to your clients of introducing your customers to financial
advisors, mortgage brokers, solicitors, and accountants, and how this service fits into
your business structure. Describe any arrangements you may have with such financial
advisors, mortgage brokers, solicitors and accountants and tell us why you do not
believe disclosure of this service is required in the registration statement. Please also 1.

April 11, 2025
Page 2
confirm our understanding that you do not provide retirement planning, savings and
investment, financial planning, and private wealth management services.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Revenue, page 50
2.See prior comment 12. Noting your response to our comment letter, please revise your
filing to provide similar discussion to that included in your response addressing the
levels of revenues recognized through and from the referrers and consultants for each
period presented.
Cost of Revenue, page 51
3.We note your response to prior comment 13 and reissue in part. Please revise to
provide similar discussion to that included in your response to describe when agency
expenses for immigration services are recognized and paid. In addition, please revise
to briefly describe how your software upgrade and maintenance expenses are
recognized and paid.
Commission and Other Payables, page 58
4.Please revise to indicate the extent to which you expect to continue to rely on money
advances from third parties in the future.
Risk Factors, page 63
5.We note your response to prior comment 23 and your disclosure that your
management and existing channels do not have experience operating in other
Southeast Asian markets. Please consider adding a risk factor discussing risks related
to the lack of experience operating in Southeast Asian markets and related to
recruiting local channels in those regions to support your business expansion.
Immigration services, page 66
6.We note that your immigration services are provided through special consultants.
Please briefly describe the arrangements governing your relationship with these
special consultants and clarify whether these consultants are the same individuals
registered with the Hong Kong Insurance Authority as licensed technical
representatives and accredited to your group. In this regard, we note the definition of
Consultants on page 1.
Our Channels, page 66
7.We note your response to prior comment 30. Please revise to disclose the material
terms of your agreements with the referrers and file any contract upon which you are
substantially dependent, or tell us why you do not need to provide this information.
Legal and Regulatory Compliance, page 69
We note your response to prior comment 33 and that the renewal of the license is
currently being processed by the Insurance Authority. If known, please disclose when
you expect to receive the renewal. If you do not expect to receive the renewal prior to
the offering of your ordinary shares, please revise your cover page, business and risk 8.

April 11, 2025
Page 3
factor sections to disclose that your Insurance Broker Company license is currently
expired.
Related Party Transactions, page 81
9.See prior comment 15. Please confirm, if true, that your related party transactions with
Yean Limited are conducted on an arm’s length basis in accordance with Paragraph
23 of IAS 24, or revise your filing accordingly.
10.We note your response to prior comment 34. Please revise your disclosure in the
second table on page 81 setting forth the amounts due from related companies to
discuss the nature of the loan and the transaction in which it was incurred.
Exhibits
11.We note your response to prior comment 2 and your disclosure that the industry data
and research prepared by China Insights Consultancy was commissioned by you.
Please provide a consent for China Insights Consultancy to be named in this
registration statement and their report to be quoted.
12.We note your response to prior comment 20 and your statement that Manulife
(International) Limited has maintained a position in the top five across all the years
ended March 31, 2024, and 2023 and the six months ending September 30,
2024 (being 1st, 2nd, and 4th in different periods). If you have any written agreements
with Manulife, please file those material agreements related to your relationship, or
provide us a detailed analysis as to why those agreements are not required to be filed.
See Item 8 of Form F-1 and Item 601(b)(10) of Regulation S-K.
            Please contact Shannon Davis at 202-551-6687 or Marc Thomas at 202-551-3452 if
you have questions regarding comments on the financial statements and related
matters. Please contact Madeleine Joy Mateo at 202-551-3465 or Christian Windsor at 202-
551-3419 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:Edgar Siu, Esq.

January 2, 2025
Kwok Yu Hin
Chief Executive Officer
Kepler Group Limited
Suite 3902-03, 39/F
Tower 6, The Gateway
Harbour City, Tsim Sha Tsui
Hong Kong
Re:Kepler Group Limited
Draft Registration Statement on Form F-1
Submitted December 6, 2024
CIK No. 0002000208
Dear Kwok Yu Hin:
            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
General
1.Please revise your filing to update your financial statements for compliance with Item
8 of Form 20-F. Specifically, once the audited financial statements are greater than
nine months old, the inclusion of unaudited financial statements covering at least the
first six months of your fiscal year ended March 31, 2025 are required.

January 2, 2025
Page 2
2.Please disclose the basis for the following assertion about your competitive position,
"[a]ccording to relevant industry data, we ranked around 5th in the 2nd Tier among all
insurance brokerage company in Hong Kong in terms of revenue in 2023." In
particular, discuss the source of the industry data and tell us whether Kepler, or any of
its affiliates, commissioned the preparation of the industry data.
Cover Page
3.Please disclose on the cover page the name of your auditor and the location of its
headquarters.
Prospectus Summary
Our Strategy, page 1
4.We note that you hope to develop new markets in Southeast Asia. We further note that
you have reserved 30% of the proceeds from this offering to fund your expansion in
Southeast Asia. In an appropriate portion of this summary, discuss the extent to which
Kepler currently does business in areas of Southeast Asia beyond Hong Kong.
Similarly clarify the extent to which your current product issuers offer insurance or
other products in other parts of Southeast Asia.
Our Corporate History, page 1
5.Please clarify your disclosure regarding the development of your business, in which
you rely on an extensive network of channels, to clarify the extent to which your
company does business with channels that have not contracted with Kepler or its
subsidiaries. Also, clarify the extent to which your referral channels can engage in
referrals for competitors or directly with your insurance company partners. Make
conforming changes throughout the registration statement.
Risks Related to Doing Business in Hong Kong, page 3
6.In your summary of risk factors, disclose the risks that your corporate structure and
being based in or having the majority of the company’s operations in China poses to
investors. In particular, describe the significant regulatory, liquidity, and enforcement
risks with cross-references to the more detailed discussion of these risks in the
prospectus. For example, specifically discuss risks arising from the legal system in
China, including risks and uncertainties regarding the enforcement of laws and that
rules and regulations in China can change quickly with little advance notice; and 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. Acknowledge
any risks that any actions by the Chinese government to exert more oversight and
control over offerings that are conducted overseas and/or foreign investment in China-
based issuers 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.

January 2, 2025
Page 3
Regulatory Permission, page 4
7.Please revise your disclosure to describe the consequences to you and your investors
if you or your subsidiaries inadvertently conclude that the permissions or approvals
described in this section are not required.
Risk Factors, page 10
8.We note that a number of significant policies and governance procedures are in the
process of being developed, largely at the direction of your CEO, Mr. Kwok Yu Hin.
Add a risk factor that addresses the fact that many of your risk management
governance structures will be untested at the time you become a public company. For
example, we note that you do not describe a related party transaction policy that has
been fully developed and documented.
Management Discussion and Analysis of Financial Condition and Results of Operations
Critical Accounting Policies, page 45
9.Please revise to provide a detailed discussion addressing your revenue recognition
policies and specific accounting guidance followed for each type of insurance product
sold. The discussion should include how respective revenue amounts are determined
(for both brokerage commissions and recurring fees), indicating if they vary
depending on the type of insurance product sold and the term or the marketing
channel utilized or the insurance company utilized, which underwrites the respective
individual insurance policy. The timing and payment of revenues from the insurance
companies to the Company should be addressed indicating how this impacts your
recognition of revenues.
Internal Control Over Financial Reporting, page 46
10.We note your disclosure that your chief executive officer and chief financial officer
have evaluated, or caused to be evaluated under their supervision, whether or not there
were changes to your internal controls over financial reporting during the year ended
March 31, 2024 that have materially affected or are reasonably likely to materially
affect internal controls over financial reporting. We further note your disclosure that
you may have shortcomings in internal control “over the past years for the past
financial reporting.” Please revise to discuss in detail these shortcomings and disclose
whether you expect these shortcomings to result in a material weakness in your
internal control over financial reporting.
Financial Results For The Years Ended March 31, 2024 and 2023, page 49
11.Please revise this section to disclose the results of operations for each of your
reportable segments, as well as a discussion of material year-over-year changes in the
components of each segment’s profitability. For example, we note that your
professional expenses increased HK$ 528,000, or 17,600%, but that no explanation
was provided. Please also include a discussion of key variables (e.g. revenue-
generating clients, number of transactions, etc.) and any other financial measurements
management is using in managing the business. Please refer to Item 5.A of Form 20-F
and SEC Release No. 33-8350.

January 2, 2025
Page 4
Revenue, page 50
12.Please revise to provide a discussion which addresses separately the levels of revenues
recognized through and from each of the channels, referrers and the consultants for
each period presented.
Cost of Revenues, page 51
13.Please revise to provide a detailed discussion identifying each of the individual types
of costs included within “cost of revenues” for both your insurance brokerage
business and the immigration business. Your discussion should also address the
commission expenses individually paid to the channels, referrers and the consultants
and how these respective individual commission amounts have been determined,
when they are recognized and when they are paid (e.g. upfront or over a period time,
etc.) for each of the periods presented.
14.Please revise to provide a detailed discussion of the nature and terms of the broker
agreements entered into with the Product Issuers (i.e. the insurance companies) and
the agreements entered into with the Consultants.
15.Please revise, in accordance with IAS 24, to identify the company, as well as
providing a detailed discussion of the nature and terms of the agreement and the
services provided, which resulted in the material amount of commission expense paid
to this related party during the year ended March 31, 2024.
Other Income, page 52
16.Please further describe the nature and components of management fee income, how
and when this income is recognized, what types of administrative services you are
providing and how the increase in “workforce and workspace” correlates to the
increase in management fee income.
Liquidity and Capital Resources, page 53
17.Please revise to provide a discussion of the reliance on “money advances” from both
third and related parties to support daily operations, as well as indicating whether the
company expects this trend and reliance on these sources to continue.
Analysis of Items with Major Changes on the Consolidated Statements of Financial Position
as at March 31, 2024 and 2023, page 55
18.Please revise to include narrative discussion of the reasons for the changes in your
financial condition, including discussion of changes in individual line items, as
required by Item 5 of Form 20-F.
Commission and Other Payables, page 56
19.We note your reference to money advanced from third parties. Please tell us, with a
view towards enhanced disclosure, about the instances where you received advances
from these parties and how the advances differed from the advances received from
your director that is disclosed elsewhere.

January 2, 2025
Page 5
Stable Relationship with Product Issuers, page 59
20.We note your disclosure here and your risk factor disclosure on page 11 that your top
five product issuers accounted for 70.7% and 56% of your total revenue for the years
ended March 31, 2024 and 2023, respectively. Please revise to disclose the material
terms of your agreements with these product issuers, including but not limited to the
terms and termination provisions and file any contract upon which you are
substantially dependent. Please refer to Item 19 of Form 20-F.
21.We note your disclosure in the summary that you work with AXA China, BOC Group
Life and ManuaLife. Please confirm our understanding that the three named insurance
companies are among your top five product issuers. Also, please clarify how you
concluded that the identity of the remaining top five product issuers was not necessary
for an investor to understand your business. Please refer to Item 4.B.6 of Form 20-F.
Our Business Strategies, page 60
22.Please revise to provide a detailed discussion of the costs to be incurred in order to
develop and expand the business strategies identified.
Develop new geographic markets in Southeast Asia, page 60
23.Revise this section to discuss, in depth, the extent to which you currently operate in
areas of Southeast Asia, beyond Hong Kong. Discuss the extent to which your
directors, officers or existing channels have experience operating in other Southeast
Asian markets, including any relevant experience with local insurance, investing and
other laws and regulations. Please clarify which, if any, Southeast Asian countries
your management expects to target for expansion in the next 12 months.
24.In this regard, we note the several pinpointed countries on your website. Please clarify
whether you currently operate in the countries highlighted on your website, or if not,
why you have chosen to highlight such countries. Additionally, we note that your
website, www.kplga.com, appears to describe businesses and services that are not
described in your registration statement. For example, we note your statement that you
redefine [your customers'] approach to finance to provide [your customers] with the
largest platform of financial services, accounting services and legal services, and your
offerings of retirement planning, savings and investments, financial planning, and
private wealth management, all of which are not described in your registration
statement. Additionally, we note that equator-ap.com, which you list as a registered
domain name, is not a functioning website. Please explain to us and, if appropriate,
revise your disclosure to clarify the inconsistencies between the description of your
business on your website and the description of your business in this registration
statement.
25.Revise this section to clarify the source for the market data presented on the insurance
industry in Southeast Asia.
Further expand our distribution channels by selling insurance products on our online
distribution platform, page 60
Disclose the amounts invested in product development to expand your technology
platform. Please provide the status of development, including a timeline of expected 26.

January 2, 2025
Page 6
production and launch, if known, of the automated online insurance distribution
platform you describe here. Finally, describe the extent to which you are dependent on
open source code or platforms controlled by other entities.
27.Clarify the extent to which you have successfully brokered any transactions through
your online platform.
Our Business Model, page 61
28.Revise this disclosure to clarify whether your customers have a direct contractual
connection to Kepler.
Other Services, page 63
29.We note that you provide immigration services to your customers. Please clarify
whether the immigration services are provided by specific channels or by employees
of Kepler.
Channels, page 63
30.Revise this section to clarify the extent that any of your 140 Referrers represent more
than 10% of your total revenue in any of the periods represented.
31.Clarify, if true, that the Consultants rely on Kepler's Insurance Brokerage License in
order to engage in their client advisory activities with the customers and product
issuers.
Quality Control, page 64
32.Revise this section to discuss the extent that Kepler, through its direct employees or
through contractors, conducts a review of the suitability analysis conducted for each
client prior to the insurance recommendation process. Also, discuss the extent that you
conduct oversight over the actions by your Consultants through the insurance
brokerage process.
Legal and Regulatory Compliance, page 66
33.We note that your insurance brokerage license expired on December 9, 2024. Revise
this section to clarify whether the license was renewed.
Related Party Transactions, page 78
34.Please revise your disclosure of the amount due from related companies to discuss the
nature of the loan and the transaction in which it was incurred.
Calls on Shares and Lien on Shares, page 81
35.We note your disclosure that "directors may make calls on the shareholders in respect
of any monies unpaid on their shares[.]" We also note that your opinion of counsel
when filed should opine that the shares to be registered in this offering are fully paid
and non-assessable. As such, please clarify your disclosure, if true, that your board
may not make calls on the shares being registered in this offering or advise.

January 2, 2025
Page 7
Representative's Warrants, page 104
36.Please clarify here and on the cover page of your prospectus who the representative is
to which you are referring when you discuss “representative’s warrants.” Further,
please revise the cover page to disclose the term of these representative warrants and
also revise your filing to describe how you plan to account for these warrants in your
consolidated financial statements.
Pricing of the Offering, page 105
37.We note your disclosure that there has been no public market for the Ordinary Shares.
Please clarify if there has been no public market for the Representative's Warrants. If
so, please describe the factors considered