SecProbe.io

CORRESP
 1
 filename1.htm

 September 30, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Re: Monkey Tree Investment Limited

 Registration Statement on Form F-1, as
amended

 File No. 333-289637

 Request for Acceleration of Effective Date

 Ladies and Gentlemen:

 Pursuant to Rule 461 of the General Rules and
Regulations under the Securities Act of 1933, as amended (the " Securities Act "), Craft Capital Management LLC, as the
representative of the several underwriters, hereby join in the request of Monkey Tree Investment Limited for acceleration of the effective
date of the above-referenced registration statement on Form F-1, as amended (the " Registration Statement "), so
that it becomes effective as of 5:00 p.m. Eastern Time on Tuesday, September 30, 2025, or as soon thereafter as possible.

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

 The undersigned has and will comply, and it has
been informed or will be informed by any participating dealers that they have complied or will comply, with the requirements of Rule 15c2-8
under the Securities Exchange Act of 1934, as amended.

 [Signature Page to Follow]

 Very truly yours,

 CRAFT CAPITAL MANAGEMENT LLC

 on behalf of itself and as a representative of the Underwriters

 By:
 /s/ Stephen Kiront

 Name:
 Stephen Kiront

 Title:
 Chief Operating Officer

 [Signature Page to Underwriter's
Acceleration Request]

CORRESP
 1
 filename1.htm

 Monkey Tree Investment Limited

 Suite 2514, 25/F, 1111 King's Road,

 Taikoo Shing, Hong Kong

 September 30, 2025

 VIA EDGAR

 Division of Corporation Finance

 Office of Trade & Services

 U.S. Securities and Exchange Commission

 100 F Street, NE

 Washington, D.C. 20549

 Attention:
 Eddie Kim

 Cara Wirth

 Patrick Kuhn

 Angela Lumley

 Re:
 Monkey Tree Investment Limited (the "Company") (CIK No. 0002070261)

 Registration Statement on Form F-1, as amended

 File No. 333-289637

 Ladies and Gentlemen:

 Pursuant to Rule 461 under the Securities Act
of 1933, as amended, the Company hereby requests acceleration of effectiveness of the above referenced Registration Statement so that
it will become effectiveness at 5:00pm ET on September 30, 2025, or as soon as thereafter 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,

 Monkey Tree Investment Limited

 By:
 /s/ Ricky Ling Fung Sung

 Name:
 Ricky Ling Fung Sung

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

CORRESP
 1
 filename1.htm

 September 26, 2025

 Via EDGAR

 Division of Corporation Finance

 Office of Trade & Services

 U.S. Securities and Exchange Commission

 100 F Street, NE

 Washington, D.C., 20549

 Re:

 Monkey Tree Investment Limited
 Amendment No.1 to the Registration Statement
 on Form F-1
 Response to the Staff's Comments Dated September 25, 2025
 CIK No. 0002070261

 Dear Mr. Kuhn, Ms. Lumley, Mr. Kim and Ms. Wirth:

 On behalf of our client, Monkey
Tree Investment Limited (the " Company "), a foreign private issuer incorporated in the Cayman Islands (the " Company "),
we submit to the staff (the " Staff ") of the U.S. Securities and Exchange Commission (the " Commission ")
this letter setting forth the Company's responses to the comments contained in the Staff's letter dated September 25, 2025
on the Company's amendment no.1 to the registration statement on Form F-1 filed on September 12, 2025. Concurrently with the submission
of this letter, the Company is filing its amendment no.2 to the registration statement on Form F-1 (the " Amendment No.2 to the
Registration Statement ") and certain exhibits via EDGAR to the Commission.

 The Staff's comments
from its letter dated September 25, 2025 are repeated below in bold and followed by the Company's responses. We have included page
numbers to refer to the location in the Registration Statement where the language addressing the comments appears. Capitalized terms used
but not otherwise defined herein have the meanings set forth in the Amendment No.2 to the Registration Statement.

 Amendment No.1 to the Registration Statement
on Form F-1 filed Septemebr 12, 2025

 Conventions That Apply To This Prospectus,
page ii

 1.
 We note your definition of Monkey Tree HK, including that your Controlling Shareholder owns a 70% interest as of the date hereof. However, your response to prior comment 4 and your revised disclosure states that Monkey Tree HK is wholly owned by Timberworks. Please revise to reconcile the discrepancy, including the disclosure of any additional owner(s) of Monkey Tree HK, if applicable.

 In response to the Staff's
comment, the Company has included the referenced disclosure on pages ii of the Amendment No.2 to the Registration Statement indicating
that Monkey Tree HK is wholly-owned by our Controlling Shareholder through Timberworks.

 Risk Factors

 Risks Related to Our Business and the Industry

 Our success depends significantly on the
market recognition of our brand . . ., page 21

 2.
 We note your revised disclosure in response to prior comment 2, including your characterization that the Other Franchisees are independent from you and your Controlling Shareholder. Please revise to explain your position or recharacterize the relationship. In this light, we note that your Controlling Shareholders owns 100% of Timberworks and Timberworks wholly owns Monkey Tree HK. Additionally, we note that your Controlling Shareholder is also the Chief Executive Officer of Monkey Tree HK, where Monkey Tree HK contracts with you and the Other Franchisees, and Monkey Tree HK and your Controlling Shareholder are "able to control the business operations and decision-making of Other Franchisee through the series of franchisee agreements …." Also, please explain further how you are made aware that the Other Franchisees enter into similar or less favorable franchisee agreements than those you enter into. In connection with your revised disclosure, please update the related risks, as appropriate.

 In response to the Staff's
comment, the Company has included the referenced disclosure on page 21 of the Amendment No.2 to the Registration Statement recharacterizing
the relationship among the Company, the Other Franchisees, Monkey Tree HK and our Controlling Shareholder. The Company has also included
the referenced disclosure that the pricing information of the series of franchisee agreements entered into by and between the Other Franchisees
and Monkey Tree HK was made known to us by Mr. Sung, and the related risk that there is no assurance that the series of franchise agreements
entered into by and between us and Monkey Tree HK will remain on terms that are similar or more favorable than those entered into by and
between the Other Franchisees, or that Mr. Sung will continue to provide us with such pricing information.

 If you have any questions
or further comments regarding the Registration Statement, please contact me by phone at +852 2230 3535 or via email at Virginia.Tam@klgates.com.

 Very truly yours,

 /s/ Virginia Tam

 Name:
 Virginia Tam

 K&L GATES, SOLICITORS

 44th Floor
Edinburgh Tower The Landmark 15 Queen's Road Central Hong Kong

 高蓋茨律師事務所
 香港中環皇后大道中15號 置地廣場公爵大廈44樓

 T +852 2230 3500 F +852 2511 9515
klgates.com

 Partners

 Jay C. CHIU

 邱志藩

 Scott D. PETERMAN

 畢德民

 Vincent S.K. TSO

 曹紹基

 Sook Young YEU

 呂淑榮

 Janney Y. CHONG

 莊 怡

 Virginia M.L. TAM

 譚敏亮

 Christopher TUNG

 董彥華

 Eugene Y.C. YEUNG

 楊睿知

 William Z. HO

 何志淵

 Registered Foreign Lawyer (PRC)

 Amigo L. XIE

 謝 嵐

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 September 25, 2025

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

 Re: Monkey Tree Investment Ltd
 Amendment No. 1 to Registration Statement on Form F-1
 Filed September 12, 2025
 File No. 333-289637
Dear Ricky Ling Fung Sung:

 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 dated
September 10,
2025.

Amendment No. 1 to Registration Statement on Form F-1 filed September 12, 2025
Conventions That Apply To This Prospectus, page ii

1. We note your definition of Monkey Tree HK, including that your
Controlling
 Shareholder owns a 70% interest as of the date hereof. However, your
response to
 prior comment 4 and your revised disclosure states that Monkey Tree HK
is wholly
 owned by Timberworks. Please revise to reconcile the discrepancy,
including the
 disclosure of any additional owner(s) of Monkey Tree HK, if applicable.
 September 25, 2025
Page 2
Risk Factors
Risks Related to Our Business and the Industry
Our success depends significantly on the market recognition of our brand . . .,
page 21

2. We note your revised disclosure in response to prior comment 2,
including your
 characterization that the Other Franchisees are independent from you and
your
 Controlling Shareholder. Please revise to explain your position or
recharacterize the
 relationship. In this light, we note that your Controlling Shareholders
owns 100% of
 Timberworks and Timberworks wholly owns Monkey Tree HK. Additionally, we
note
 that your Controlling Shareholder is also the Chief Executive Officer of
Monkey Tree
 HK, where Monkey Tree HK contracts with you and the Other Franchisees,
and
 Monkey Tree HK and your Controlling Shareholder are "able to control the
business
 operations and decision-making of Other Franchisee through the series of
franchisee
 agreements . . . ." Also, please explain further how you are made aware
that the Other
 Franchisees enter into similar or less favorable franchisee agreements
than those you
 enter into. In connection with your revised disclosure, please update
the related risks,
 as appropriate.

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

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
cc: Virginia Tam
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 September 12, 2025

 Via EDGAR

 Division of Corporation Finance

 Office of Trade & Services

 U.S. Securities and Exchange Commission

 100 F Street, NE

 Washington, D.C., 20549

 Re:

 Monkey Tree Investment Limited
 Registration Statement on Form F-1
 Response to the Staff's Comments Dated August 5, 2025
 CIK No. 0002070261

 Dear Mr. Kuhn, Ms. Lumley, Mr. Kim and Ms. Wirth:

 On behalf of our client, Monkey
Tree Investment Limited (the " Company "), a foreign private issuer incorporated in the Cayman Islands (the " Company "),
we submit to the staff (the " Staff ") of the U.S. Securities and Exchange Commission (the " Commission ")
this letter setting forth the Company's responses to the comments contained in the Staff's letter dated September 10, 2025
on the Company's registration statement on Form F-1 filed on August 15, 2025. Concurrently with the submission of this letter, the
Company is filing its amendment no.1 to the registration statement on Form F-1 (the " Amendment No.1 to the Registration Statement ")
and certain exhibits via EDGAR to the Commission.

 The Staff's comments
from its letter dated September 10, 2025 are repeated below in bold and followed by the Company's responses. We have included page
numbers to refer to the location in the Registration Statement where the language addressing the comments appears. Capitalized terms used
but not otherwise defined herein have the meanings set forth in the Amendment No.1 to the Registration Statement.

 Registration Statement on Form F-1 filed
August 15, 2025

 Corporate History and Structure, page 3

 1.

 We note your disclosure that your Controlling
 Shareholder and Timberworks Limited owns 11,205,600 Class A Ordinary Shares. However, we also note your disclosure that Timberworks Limited
 was issued 13,999,999 Class A Ordinary Shares on May 12, 2025. Please revise throughout to reconcile or otherwise reflect any transfers
 between Timberworks Limited and other shareholders. Additionally, please revise your organizational chart to reflect the ownership of
 each separate class of ordinary
 shares.

 In response to the Staff's
comment, the Company has included the referenced disclosure on pages 3 and 69 of the Amendment No.1 to the Registration Statement indicating
the transfer of Class A Ordinary Shares by our Controlling Shareholder. Further, the Company has included the referenced disclosure on
the organizational chart on pages 4, 5, 70 and 71 of the Amendment No.1 to the Registration Statement indicating the ownership of each
separate class of ordinary shares.

 Risk Factors

 Risks Related to Our Business and the Industry

 Our success depends significantly on the
market recognition of our brand, …, page 21

 2.
 We note your response to prior comments 2 and 6 and reissue in part. Please clarify your statement that "Monkey Tree HK currently does not operate other language learning centers or carry out business operations under the ‘Monkey Tree' brand," in light of the fact that Monkey Tree HK essentially controls the operations and decision-making for your 20 learning centers and the approximately 38 other operators. Additionally, we note your statement that "other franchisees of Monkey Tree HK are independent from . . . [y]our Controlling Shareholder." Please revise to state clearly the relationship between the other franchisees and your Controlling Shareholder, who we note is the Chief Executive Officer of Monkey Tree HK, where Monkey Tree HK controls a number of the operations and decision-making for the other franchisees. If that is not the case, please revise to state as much and explain the relationship further.

 In response to the Staff's
comment, the Company has included the referenced disclosure on page 21 of the Amendment No.1 to the Registration Statement indicating
while neither Monkey Tree HK, nor our Controlling Shareholder, owns any equity interests in Other Franchisees (as defined in the Amendment
No.1 to the Registration Statement), Monkey Tree HK or our Controlling Shareholder are able to control the business operations and decision-making
of Other Franchisee through the series of franchise agreements entered into by and between them.

 Business

 Suppliers, page 89

 3.
 We note your revised disclosure in response to prior comment 12. If material, please revise to disclose the pre-agreed amount to be paid by Monkey Tree as liquidated damages as a result of a breach as well as appropriate risk factor disclosure.

 In response to the Staff's
comment, the Company has included the referenced disclosure on pages 22 and 88 of the Amendment No.1 to the Registration Statement indicating
the pre-agreed amount of liquidated damages as a result of a breach.

 Related-Party Transactions

 Name and relationship of related parties,
page 105

 4.
 We note your response to prior comments 4 and 15 and reissue in part. Please revise to identify the "common ultimate holding company" and include it on your organizational chart. We note that you refer to Monkey Tree as your ultimate holding company on page 3. However, your response indicates that Monkey Tree HK, Panda Garden Language Learning Ltd., and Canadian Bookstore Ltd. are related companies with "the common ultimate holding company of the Company." Please revise here to clearly state the nature of the relationship between Monkey Tree Investment Limited and each of the entities listed as related parties. Further, please revise your organizational chart, and throughout, to clearly reflect the relationship between Monkey Tree and Monkey Tree HK.

 In response to the Staff's
comment, the Company has included the referenced disclosure on pages 104 and F-20 of the Amendment No.1 to the Registration Statement
indicating the nature of the relationship between Monkey Tree Investment Limited and each of the entities listed as related parties, namely,
that Monkey Tree HK is wholly-owned by Timberworks, and that Panda Garden Language Learning Ltd. and Canadian Bookstore Ltd.
are wholly-owned by Timberworks. Further, the Company has included the reference disclosure on the organizational chart on pages 4, 5,
70 and 71 of the Amendment No.1 to the Registration Statement indicating the relationship between Monkey Tree and Monkey Tree HK.

 Bank borrowings guaranteed by a director,
page 106

 5.
 We note your response to prior comment 16 and reissue in part. For any outstanding loans made by the company, its parent or any of its subsidiaries, disclose the largest amount outstanding during the period covered, if not already indicated. Refer to Item 7.B.2 of Form 20-F..

 In response to the Staff's
comment, the Company has included the referenced disclosure on page 105 of the Amendment No.1 to the Registration Statement indicating
the largest amount outstanding for the transactions with related parties during the periods covered.

 2

 General

 6.
 We note your response to prior comment 21 and reissue in part. Please provide the percentage of outstanding shares of Class B Ordinary Shares that the Controlling Shareholder must keep to continue to control the outcome of matters submitted to shareholders for approval.

 In response to the Staff's
comments, the Company has included the referenced disclosure on pages 18 and 51 of the Registration Statement indicating the percentage
of outstanding shares of Class B Ordinary Shares that the Controlling Shareholder must keep to continue to control the outcome of matters
submitted to shareholders for approval.

 If you have any questions
or further comments regarding the Registration Statement, please contact me by phone at +852 2230 3535 or via email at Virginia.Tam@klgates.com.

 Very truly yours,

 /s/ Virginia Tam

 Name:
 Virginia Tam

 K&L GATES, SOLICITORS

 44th Floor
Edinburgh Tower The Landmark 15 Queen's Road Central Hong Kong

 高蓋茨律師事務所
 香港中環皇后大道中15號 置地廣場公爵大廈44樓

 T +852 2230 3500 F +852 2511 9515
klgates.com

 Partners

 Jay C. CHIU

 邱志藩

 Scott D. PETERMAN

 畢德民

 Vincent S.K. TSO

 曹紹基

 Sook Young YEU

 呂淑榮

 Janney Y. CHONG

 莊 怡

 Virginia M.L. TAM

 譚敏亮

 Christopher TUNG

 董彥華

 Eugene Y.C. YEUNG

 楊睿知

 William Z. HO

 何志淵

 Registered Foreign Lawyer (PRC)

 Amigo L. XIE

 謝 嵐

 3

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 September 10, 2025

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

 Re: Monkey Tree Investment Ltd
 Registration Statement on Form F-1
 Filed August 15, 2025
 File No. 333-289637
Dear Ricky Ling Fung Sung:

 We have reviewed your registration statement and have the following
comment(s).

 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 filed August 15, 2025
Corporate History and Structure, page 3

1. We note your disclosure that your Controlling Shareholder and
Timberworks Limited
 owns 11,205,600 Class A Ordinary Shares. However, we also note your
disclosure
 that Timberworks Limited was issued 13,999,999 Class A Ordinary Shares
on May
 12, 2025. Please revise throughout to reconcile or otherwise reflect any
transfers
 between Timberworks Limited and other shareholders. Additionally, please
revise
 your organizational chart to reflect the ownership of each separate
class of ordinary
 shares.
 September 10, 2025
Page 2
Risk Factors
Risks Related to Our Business and the Industry
Our success depends significantly on the market recognition of our brand, . .
., page 21

2. We note your response to prior comments 2 and 6 and reissue in part.
Please clarify
 your statement that Monkey Tree HK currently does not operate other
language
 learning centers or carry out business operations under the Monkey
Tree brand, in
 light of the fact that Monkey Tree HK essentially controls the
operations and
 decision-making for your 20 learning centers and the approximately 38
other
 operators. Additionally, we note your statement that other
franchisees of Monkey
 Tree HK are independent from . . . [y]our Controlling Shareholder.
Please revise to
 state clearly the relationship between the other franchisees and your
Controlling
 Shareholder, who we note is the Chief Executive Officer of Monkey Tree
HK,
 where Monkey Tree HK controls a number of the operations and
decision-making for
 the other franchisees. If that is not the case, please revise to state
as much and explain
 the relationship further.
Business
Suppliers, page 89

3. We note your revised disclosure in response to prior comment 12. If
material, please
 revise to disclose the pre-agreed amount to be paid by Monkey Tree as
liquidated
 damages as a result of a breach as well as appropriate risk factor
disclosure.
Related-Party Transactions
Name and relationship of related parties, page 105

4. We note your response to prior comments 4 and 15 and reissue in part.
Please revise
 to identify the "common ultimate holding company" and include it on your
 organizational chart. We note that you refer to Monkey Tree as your
ultimate holding
 company on page 3. However, your response indicates that Monkey Tree HK,
Panda
 Garden Language Learning Ltd., and Canadian Bookstore Ltd. are related
companies
 with "the common ultimate holding company of the Company." Please revise
here to
 clearly state the nature of the relationship between Monkey Tree
Investment Limited
 and each of the entities listed as related parties. Further, please
revise your
 organizational chart, and throughout, to clearly reflect the
relationship between
 Monkey Tree and Monkey Tree HK.
Bank borrowings guaranteed by a director, page 106

5. We note your response to prior comment 16 and reissue in part. For any
outstanding
 loans made by the company, its parent or any of its subsidiaries,
disclose the largest
 amount outstanding during the period covered, if not already indicated.
Refer to Item
 7.B.2 of Form 20-F.
General

6. We note your response to prior comment 21 and reissue in part. Please
provide the
 percentage of outstanding shares of Class B Ordinary Shares that the
Controlling
 Shareholder must keep to continue to control the outcome of matters
submitted to
 shareholders for approval.
 September 10, 2025
Page 3

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

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
cc: Virginia Tam
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 August 15, 2025

 Via EDGAR

 Division of Corporation Finance

 Office of Trade & Services

 U.S. Securities and Exchange Commission

 100 F Street, NE

 Washington, D.C., 20549

 Re:

 Monkey Tree Investment Limited
 Registration Statement on Form F-1
 Response to the Staff's Comments Dated August 5, 2025
 CIK No. 0002070261

 Dear Mr. Kuhn, Ms. Lumley, Mr. Kim and Ms. Wirth:

 On behalf of our client, Monkey
Tree Investment Limited (the " Company "), a foreign private issuer incorporated in the Cayman Islands (the " Company "),
we submit to the staff (the " Staff ") of the U.S. Securities and Exchange Commission (the " Commission ")
this letter setting forth the Company's responses to the comments contained in the Staff's letter dated August 5, 2025 on
the Company's draft registration statement on Form F-1 confidentially submitted on July 7, 2025. Concurrently with the submission
of this letter, the Company is filing its registration statement on Form F-1 (the " Registration Statement ") and certain
exhibits via EDGAR to the Commission.

 The Staff's comments
from its letter dated August 5, 2025 are repeated below in bold and followed by the Company's responses. We have included page numbers
to refer to the location in the Registration Statement where the language addressing the comments appears. Capitalized terms used but
not otherwise defined herein have the meanings set forth in the Registration Statement.

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

 Cover Page

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

 In response to the Staff's comment, the Company has included
the referenced disclosure on the cover page that "Further, we do not have in place any cash management policies that dictate
how funds are transferred" and "For details, please refer to note 15 of our audited consolidated financial statements
on page F-22 of this prospectus" and on page 6 of the Registration Statement.

 Prospectus Summary, page 1

 2.
 We note your statement that "[a]lthough Monkey Tree HK is not part of our Company, we are licensed by Monkey Tree HK to use the ‘Monkey Tree' brand in the course of our business." Please clearly state here, and in the Business section, whether you have any operations and decision-making authority outside of what you license from Monkey Tree HK. In this light, we note your disclosure on page 24 that "the locations of our language learning centers have to be approved by Monkey Tree HK" and "[w]e rely on Monkey Tree HK to design and develop our curricula and provide us with teaching materials, educational materials and ancillary products." Please disclose the potential effects on your business and securities if Monkey Tree HK terminates your licenses/franchises. Please revise to update your risk factor disclosure as well.

 In response to the Staff's
comments, the Company has included the referenced disclosure on pages 1, 22 and 84 of the Registration Statement indicating that the Company
has no decision-making authority outside of what it licensed from Monkey Tree HK and the our Class A Ordinary Shares may become worthless
on termination or non-renewal of these licenses/franchises.

 3.
 Where you note your revenue for the years ended March 31, 2024, and 2025, please revise to also include your indebtedness for those periods, which we note was approximately $2,142,899 and $1,759,784, as of March 31, 2024, and 2025, respectively.

 In response to the Staff's
comments, the Company has included the referenced disclosure on page 1 of the Registration Statement.

 Corporate History and Structure, page 3

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

 In response to the Staff's comments, the Company respectfully
advises the Staff that Panda Garden Language Learning Ltd. and Canadian Bookstore Ltd. are related company with common ultimate holding
company instead of a subsidiary of the Company. In this regard, the Company has included the referenced disclosures on pages 4, 5, 71,
72 and 105 of the Registration Statement.

 Permission Required from Hong Kong and PRC
Authorities, page 13

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

 In response to the Staff's comments, the Company has included
the referenced disclosure on pages 12, 13 and 14 of the Registration Statement indicating that the Company has relied on the advice of
legal counsel in arriving at such conclusions and included the consent of China Commercial Law Firm, its PRC Counsel, as exhibit 23.4
to the Registration Statement.

 2

 Risk Factors

 Risks Related to Our Business and the Industry

 Our Success depends significantly on the
market recognition…, page 21

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

 In response to the Staff's comments, the Company has included
the referenced disclosure on page 21 of the Registration Statement indicating that the other franchisees of Monkey Tree HK are independent
from us or our Controlling Shareholder.

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

 7.
 We note your statement that "[a]lthough, during the years ended March 31, 2024 and 2025, and up to the date of this prospectus, we have not been found non-compliant with such applicable laws and regulations, there is no assurance that we will be compliant in the future." Please revise to clearly state whether any permissions or approvals have been denied.

 In response to the Staff's comments, the Company has included
the referenced disclosure on page 24 of the Registration Statement indicating that no permissions or approvals have been denied.

 Risks Related to Doing Business in Hong
Kong

 Although the audit report included in this
prospectus is prepared by U.S. auditors who are currently inspectable by the PCAOB, …, page 42

 8.
 We note your disclosure on page 44 that "[o]ur current auditor is based in the United States and has been inspected by the PCAOB on a regular basis." However, according to your disclosure elsewhere in the draft registration statement, it appears that your auditor is OneStop Assurance PAC, headquartered in Singapore. Please revise for consistency.

 In response to the Staff's comments, the Company has included
the referenced disclosure on page 45 of the Registration Statement indicating that OneStop Assurance PAC is based in Singapore.

 Risks Related to Our Class A Ordinary Shares

 Monkey Tree has a dual-class share capital
structure and Mr. Sung will have the ability to control or significantly influence…, page 50

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

 In response to the Staff's
comments, the Company has included the referenced disclosure on page 51 of the Registration Statement clarifying the inconsistency.

 Capitalization, page 66

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

 In response to the Staff's
comments, the Company has included the referenced disclosure on page 67 of the Registration Statement.

 3

 Dilution, page 67

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

 In response to the Staff's
comments, the Company has included the referenced disclosure on page 68 of the Registration Statement providing the disclosure based on
Class A Ordinary Shares only.

 Suppliers, page 88

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

 In response to the Staff's
comments, the Company has included the referenced disclosure on page 89 of the Registration Statement indicating the other material terms
of the Form of Franchise Agreement.

 Competition, page 89

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

 In response to the Staff's
comments, the Company has included the referenced disclosure on page 90 of the Registration Statement indicating our advantage over other
Monkey Tree HK franchisees with a cross-reference to our conflict of interest risk factor.

 Business

 Licenses and Regulatory Approvals, page 90

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

 In response to the Staff's
comments, the Company has included the referenced disclosure on page 91 of the Registration Statement removing the qualification.

 Related-Party Transactions, page 103

 15.
 Please revise your disclosure to more specifically identify the existing relationship with the Company, including naming the "common parent company" for each entity, including Monkey Tree HK, Panda Garden Language Learning Ltd., and Canadian Bookstore Ltd., as well as further clarify the relationship between you and each entity listed here. In this regard, we note your statement on page 1 that "Monkey Tree HK is not part of [y]our Company."

 In response to the Staff's
comments, the Company respectfully advises the Staff that Monkey Tree HK, Panda Garden Language Learning Ltd. and Canadian Bookstore Ltd.
are related company with common ultimate holding company of the Company. In this regard, the Company has included the referenced disclosures
on page 105 of the Registration Statement.

 4

 16.
 Please revise to define "Trade payables." Additionally, for the "Bank borrowings guaranteed by a director," please revise to state the nature of the loan and the transaction in which it was incurred, and the interest rate on the loan. Refer to Item 7.B.2 of Form 20-F.

 In response to the Staff's
comments, the Company has revised and included the referenced disclosure on pages 105 and 106 of the Registration Statement indicating
the nature of the loan and the relevant particulars.

 Principal Shareholders, page 105

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

 In response to the Staff's
comments, the Company has included the referenced disclosure on page 107 of the Registration Statement.

 Consolidated Statements of Cash Flows, page
F-6

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

 In response to the Staff's
comments, the Company respectfully advises the Staff that it considered the guidance in ASC 230-10-45-12a and ASC 230-10-45-13a in determining
the classification of cash flows related to the "Amount due from related party" and "Amount due to director" line
items. The Company notes that while these balances are nontrade in nature, they do not represent "loans" in the context of
ASC 230 because they were not entered into for investment purposes, are not evidenced by promissory notes or loan agreements, do not bear
interest, and are not intended to yield a return.

 Amount due from related party
– These balances arose from short-term advances to a related party primarily to settle accounts payable or reimburse expenses paid
on behalf related to the Company's operations. The advances functioned as operational prepayments to meet working capital needs
and were typically settled within a short time frame. They are integrally related to operating activities and were not investment-type
loans.

 Amount due to director –
These balances represent amounts payable to the director for expenses paid on behalf of the Company in the ordinary course of operations,
which were subsequently reimbursed. Such reimbursements are operational in nature and directly linked to the Company's primary revenue-producing
activities.

 Based on the nature and linkage
of these transactions to the Company's ongoing operations, as well as their func

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 August 5, 2025

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

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

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

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

 After reviewing the information you provide in response to this letter
and your
amended draft registration statement or filed registration statement, we may
have additional
comments.

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

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

Prospectus Summary, page 1

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

 Sincerely,

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