SecProbe.io

CORRESP
 1
 filename1.htm

 Craft Capital Management LLC

 377 Oak Street, Lower Concourse

 Garden City, NY 11530

 March 27, 2025

 Via EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Industrial Applications and Services

 100 F Street, N.E.

 Washington, DC 20549

 Attn: Al Pavot, Terence O'Brien, Juan Grana,
Katherine Bagley

 Re:
 Pinnacle Food Group Limited

 Registration Statement on Form F-1, as amended (File No.: 333-285363)

 Request for Acceleration of Effectiveness

 Ladies and Gentlemen:

 Pursuant to Rule 461 under
the Securities Act of 1933, as amended (the "Act"), the undersigned, for itself and the other underwriters, hereby join in
the request by Pinnacle Food Group Limited that the effective date of the above-referenced registration statement be accelerated so that
it will be declared effective at 4:30 p.m., Eastern Time, on March 31, 2025, or as soon thereafter as practicable.

 Pursuant to Rule 460 under
the Act, we wish to advise you that the underwriters will distribute as many copies of the preliminary prospectus to underwriters, dealers,
institutions and others as appears to be reasonable to secure adequate distribution.

 The undersigned advises that
it has complied and will continue to comply with the requirements of Rule 15c2-8 promulgated under the Securities Exchange Act of 1934,
as amended.

 Very truly yours,

 Craft Capital Management LLC

 By:
 /s/ Stephen Kiront

 Name:
 Stephen Kiront

 Title:
 Chief Operating Officer

CORRESP
 1
 filename1.htm

 Pinnacle Food Group Limited

 Via EDGAR

 Division of Corporation Finance

 Office of Industrial Applications and Services

 U.S. Securities and Exchange Commission

 Washington, D.C. 20549

 Attention:
 Al Pavot

 Terence O'Brien

 Juan Grana

 Katherine Bagley

 Re:
 Pinnacle Food Group Limited

 Registration Statement on Form F-1, as amended (File No. 333-285363)

 Request for Acceleration of Effectiveness

 Ladies and Gentlemen:

 In accordance with Rule 461 of the General Rules and Regulations under
the Securities Act of 1933, as amended, Pinnacle Food Group Limited. hereby requests that the effectiveness of the above-referenced Registration
Statement on Form F-1 (the "Registration Statement") be accelerated and that the Registration Statement become effective at
4:30 p.m., Eastern Time, on March 31, 2025, or as soon thereafter as practicable.

 Very truly yours,

 Pinnacle Food Group Limited.

 By:
 /s/ Jiulong You

 Name: Jiulong You

 Title: Chief Executive Officer

 cc:
 Pang Zhang-Whitaker, Esq.
Steven Glusband, Esq.
Guy Ben-Ami, Esq.
Carter Ledyard & Milburn LLP

CORRESP
 1
 filename1.htm

 Pang Zhang-Whitaker

 28 Liberty Street, 41 st Floor

 Partner

 New York, NY 10005

 zhang@clm.com

 D / 212-238-8844

 March 26, 2025

 Al Pavot

 Terence O'Brien

 Juan Grana

 Katherine Bagley

 Division of Corporation Finance

 Office of Industrial Applications and Services

 U.S. Securities and Exchange Commission

 Washington, D.C. 20549

 Re:
 Pinnacle Food Group Limited

 Amendment No. 1 to Registration Statement on Form F-1
Filed March 18, 2025
File No. 333-285363

 Dear Ladies and Gentlemen:

 On behalf of Pinnacle Food
Group Limited (the " Company "), an exempted company incorporated under the laws of the Cayman Islands, we submit to
the staff (the " Staff ") of the Securities and Exchange Commission (the " Commission ") this letter
setting forth the Company's responses to the comments contained in the Staff's letter dated March 25, 2025 on the Company's
Registration Statement on Form F-1 filed on March 18, 2025 (the " Registration Statement "). Concurrently with the submission
of this letter, the Company is submitting its Amendment No.2 to its registration statement on Form F-1 (the " Amended Registration
Statement ").

 The Staff's comments
are repeated below in bold, followed by the Company's response to such comments. The Company has included page numbers to refer
to the location in the Amended Registration Statement where the language addressing a particular comment appears.

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

 Exhibits

 1.
 Please revise the following exhibits to your registration statement to address the matters noted below:

 ● Please revise the
legal opinions filed as exhibits 5.1 and 5.2, respectively, to remove any inappropriate assumptions. In this regard, it is not
appropriate for a counsel to include in its opinion assumptions that assume any of the material facts underlying the opinion. For
example, we note the assumptions in the 5.1 legal opinion provided by Conyers Dill & Pearman LLP that: (1) "the Company
will have sufficient authorised share capital to effect the issue of any Class A Common Shares at the time of issuance;" (2)
"at the time of entering into the Underwriting Agreement and issuing and transferring the Class A Common Shares and
Representative Warrants, and after entering into the Underwriting Agreement and issuing and transferring the Class A Common Shares
and Representative Warrants and at all other material times, the Company is and will be solvent and will be able to pay its
liabilities as they become due;" and (3) "the resolutions contained in the Resolutions were passed by unanimous written
resolutions of the directors of the Company, remain in full force and effect and have not been and will not be rescinded or
amended." We also note the assumptions in the 5.2 legal opinion provided by Carter Ledyard & Milburn LLP that "[i]n
connection with the opinion expressed above, we have assumed that at or prior to the time of the issuance of the
Representative's Warrants: (i) the Board of Directors of the Company shall have duly established the terms of the
Representative's Warrants and duly authorized their issuance and such authorization shall not have been modified or
rescinded." Refer to Section II.B.3.a of Staff Legal Bulletin No. 19.

 ● Please revise the
opinion filed as exhibit 8.2 provided by DLA Piper (Canada) LLP to clarify that Canadian counsel is opining on certain Canadian
legal matters, and revise your registration statement to clearly identify which disclosures are the opinion of Canadian legal
counsel, including with regard to your tax disclosures. Refer to Section III.A.1 of Staff Legal Bulletin 19.

 We have revised the legal opinions
filed as exhibits 5.1, 5.2 and 8.2, respectively. In addition, we have revised the disclosure in the Amended Registration Statement on
page 90 to clearly identify the disclosures with respect to the opinion of Canadian legal counsel.

 General

 2.
 We note that slide 13 of your Free Writing Prospectus, filed March 19, 2025, discloses that: (1) the global hydroponics market will be valued at $17.3 billion in 2024, and will grow at a CAGR of 16.2% to reach $66.6 billion by 2033 according to Dimensions Market Research (2024); and (2) the global hydroponics market will grow from $15.57 billion in 2024 to $28.95 billion in 2029, representing a CAGR of 13.7% according to The Business Research Company (2025). Please revise to clarify the global hydroponics market size in 2024, given that the two sources cited in your slide appear to provide conflicting figures. Please also revise to provide a more detailed discussion of the material assumptions underlying the global hydroponics market size projections for 2029 and 2033, including any assumptions underlying the growth percentages. Revise your registration statement to include conforming changes. To the extent you commissioned any of the research cited in slide 13, please disclose the same and file the consent of the relevant third party as an exhibit to your registration statement. See Securities Act Rule 436.

 We have provided supplemental
disclosure on page 60 of the Amended Registration Statemen to clarify the information contained on page 13 of the Free Writing Prospectus.
We respectfully advise the Staff that we did not commission the research cited in slide 13 of our Free Writing Prospectus.

 If you have any questions
regarding this submission, please contact Pang Zhang-Whitaker by telephone at 212-238-8844, or via e-mail at zhang@clm.com, Steven J.
Glusband at 212-238-8605, or via e-mail at glusband@clm.com, Guy Ben-Ami at 212-238-8658, or via e-mail at benami@clm.com.

 Thank you again for your time and attention.

 Sincerely,

 /s/ Pang Zhang-Whitaker

 cc:
 Mr. Jiulong You, Chief Executive Officer,

 Pinnacle Food Group Limited

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

Jiulong You
Chief Executive Officer
Pinnacle Food Group Limited
600 837 West Hastings Street
Vancouver BC V6C 2X1 Canada

 Re: Pinnacle Food Group Limited
 Amendment No. 1 to Registration Statement on Form F-1
 Filed March 18, 2025
 File No. 333-285363
Dear Jiulong You:

 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.

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

1. Please revise the following exhibits to your registration statement to
address the
 matters noted below:

 Please revise the legal opinions filed as exhibits 5.1 and 5.2,
respectively, to
 remove any inappropriate assumptions. In this regard, it is not
appropriate for a
 counsel to include in its opinion assumptions that assume any of the
material facts
 underlying the opinion. For example, we note the assumptions in the
5.1 legal
 opinion provided by Conyers Dill & Pearman LLP that: (1) "the
Company will
 have sufficient authorised share capital to effect the issue of any
Class A Common
 Shares at the time of issuance;" (2) "at the time of entering into
the Underwriting
 Agreement and issuing and transferring the Class A Common Shares and
 Representative Warrants, and after entering into the Underwriting
Agreement and
 issuing and transferring the Class A Common Shares and
Representative Warrants
 March 25, 2025
Page 2

 and at all other material times, the Company is and will be solvent
and will be
 able to pay its liabilities as they become due;" and (3) "the
resolutions contained
 in the Resolutions were passed by unanimous written resolutions of
the directors
 of the Company, remain in full force and effect and have not been and
will not be
 rescinded or amended." We also note the assumptions in the 5.2 legal
opinion
 provided by Carter Ledyard & Milburn LLP that "[i]n connection with
the opinion
 expressed above, we have assumed that at or prior to the time of the
issuance of
 the Representative s Warrants: (i) the Board of Directors of the
Company shall
 have duly established the terms of the Representative s Warrants
and duly
 authorized their issuance and such authorization shall not have been
modified or
 rescinded." Refer to Section II.B.3.a of Staff Legal Bulletin No. 19.

 Please revise the opinion filed as exhibit 8.2 provided by DLA
Piper (Canada)
 LLP to clarify that Canadian counsel is opining on certain Canadian
legal matters,
 and revise your registration statement to clearly identify which
disclosures are the
 opinion of Canadian legal counsel, including with regard to your tax
disclosures.
 Refer to Section III.A.1 of Staff Legal Bulletin 19.
General

2. We note that slide 13 of your Free Writing Prospectus, filed March 19,
2025,
 discloses that: (1) the global hydroponics market will be valued at $17.3
billion in
 2024, and will grow at a CAGR of 16.2% to reach $66.6 billion by 2033
according to
 Dimensions Market Research (2024); and (2) the global hydroponics market
will
 grow from $15.57 billion in 2024 to $28.95 billion in 2029, representing
a CAGR of
 13.7% according to The Business Research Company (2025). Please revise to
clarify
 the global hydroponics market size in 2024, given that the two sources
cited in your
 slide appear to provide conflicting figures. Please also revise to
provide a more
 detailed discussion of the material assumptions underlying the global
hydroponics
 market size projections for 2029 and 2033, including any assumptions
underlying the
 growth percentages. Revise your registration statement to include
conforming
 changes. To the extent you commissioned any of the research cited in
slide 13, please
 disclose the same and file the consent of the relevant third party as an
exhibit to your
 registration statement. See Securities Act Rule 436.
 March 25, 2025
Page 3

 Please contact Al Pavot at 202-551-3738 or Terence O'Brien at
202-551-3355 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Juan Grana at 202-551-6034 or Katherine Bagley at 202-551-2545 with any
other
questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Industrial
Applications and
 Services
cc: Pang Zhang-Whitaker, Esq.
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

    Pang Zhang-Whitaker

    28 Liberty Street, 41st Floor

    Partner

    New York, NY 10005

    zhang@clm.com

    D / 212-238-8844

February 27, 2025

Al Pavot

Terence O’Brien

Juan Grana

Katherine Bagley

Division of Corporation Finance

Office of Industrial Applications and Services

U.S. Securities and Exchange Commission

Washington, D.C. 20549

    Re:
    Pinnacle Food Group Limited

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

Submitted February 12, 2025

CIK No. 0002032755

Dear Ladies and Gentlemen:

On behalf of Pinnacle Food
Group Limited (the “Company”), an exempted company incorporated under the laws of the Cayman Islands, we submit to
the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) this letter
setting forth the Company’s responses to the comments contained in the Staff’s letter dated February 20, 2025 on the Company’s
Amended Draft Registration Statement on Form F-1 confidentially submitted on February 12, 2025 (the “Draft Registration Statement”).
Concurrently with the submission of this letter, the Company is submitting its registration statement on Form F-1 that will be publicly
filed (the “Amended Registration Statement”).

The Staff’s comments
are repeated below in bold, followed by the Company’s response to such comments. The Company has included page numbers to refer
to the location in the Amended Registration Statement where the language addressing a particular comment appears.

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

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

Operating Activities, page 54

    1.
    Please update your disclosure to quantify the amount of your June 30, 2024 accounts receivable that have been subsequently collected.

We have revised the disclosure in the
Amended Registration Statement on page 54 in response to the Staff’s comment.

Financial Statements, page F-1

    2.
    Please see the guidance in the Instructions to Item 8.A.4 of Form 20-F regarding the potential need for an exhibit addressing the age of audited financial statements in the filing.

We have filed a request for waiver
and the required representation under Item 8.A.4 of Form 20-F as Exhibit 99.3 to the Amended Registration Statement in response to the
Staff’s comment.

Note 11, page F-40

    3.
    As previously requested, please expand your disclosure to clarify whether there is any circumstance under which the holder of the PFAI Class E preferred stock can convert/exchange the stock for PFAI Class A common stock. If that possibility exists, then it appears the Registrant could lose control of PFAI, and a corresponding risk factor disclosure may be appropriate.

We have revised the disclosure in the
Amended Registration Statement on pages F-22 and F-40 in response to the Staff’s comment.

General

    4.
    We note your response to comment 14, including your revised disclosure on page 2 that “[you] regularly place purchase orders with [y]our OEM manufacturers [including Banjia and Seonwo], and they ship the various components to [you] based on [y]our requirements.” Please revise to clarify whether you have entered into long-term agreements with Banjia or Seonwo for the production of your products. If you have not entered into such long-term agreements, please revise to clearly disclose any related risks.

We respectfully advise the Staff that
the Company has not entered into any long-term agreements with Seonwo or Banjia for the production of its products. We have revised the
disclosure in the Amended Registration Statement on pages 2 and 64 to clarify this point. We also added a risk factor in the Amended Registration
Statement on page 14 in response to the Staff’s comment.

If you have any questions
regarding this submission, please contact Pang Zhang-Whitaker by telephone at 212-238-8844, or via e-mail at zhang@clm.com, Steven J.
Glusband at 212-238-8605, or via e-mail at glusband@clm.com, Guy Ben-Ami at 212-238-8658, or via e-mail at benami@clm.com.

Thank you again for your time and attention.

    Sincerely,

    /s/ Pang Zhang-Whitaker

    cc:
    Mr. Jiulong You, Chief Executive Officer,

    Pinnacle Food Group Limited

February 20, 2025
Jiulong You
Chief Executive and Interim Chief Financial Officer
Pinnacle Food Group Limited
600 837 West Hastings Street
Vancouver BC V6C 2X1 Canada
Re:Pinnacle Food Group Limited
Amendment No. 2 to Draft Registration Statement on Form F-1
Submitted February 12, 2025
CIK No. 0002032755
Dear Jiulong You:
            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 December 26, 2024 letter.
Amendment No. 2 to Draft Registration Statement on Form F-1
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Operating Activities, page 54
1.Please update your disclosure to quantify the amount of your June 30, 2024 accounts
receivable that have been subsequently collected.
Financial Statements, page F-1
2.Please see the guidance in the Instructions to Item 8.A.4 of Form 20-F regarding the
potential need for an exhibit addressing the age of audited financial statements in the
filing.

February 20, 2025
Page 2
Note 11, page F-40
3.As previously requested, please expand your disclosure to clarify whether there is any
circumstance under which the holder of the PFAI Class E preferred stock can
convert/exchange the stock for PFAI Class A common stock. If that possibility exists,
then it appears the Registrant could lose control of PFAI, and a corresponding risk
factor disclosure may be appropriate.
General
4.We note your response to comment 14, including your revised disclosure on page 2
that "[you] regularly place purchase orders with [y]our OEM manufacturers [including
Banjia and Seonwo], and they ship the various components to [you] based on [y]our
requirements." Please revise to clarify whether you have entered into long-term
agreements with Banjia or Seonwo for the production of your products. If you have
not entered into such long-term agreements, please revise to clearly disclose any
related risks.
            Please contact Al Pavot at 202-551-3738 or Terence O'Brien at 202-551-3355 if you
have questions regarding comments on the financial statements and related matters. Please
contact Juan Grana at 202-551-6034 or Katherine Bagley at 202-551-2545 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:Pang Zhang-Whitaker, Esq.

December 26, 2024
Jiulong You
Chief Executive and Interim Chief Financial Officer
Pinnacle Food Group Limited
600 837 West Hastings Street
Vancouver BC V6C 2X1 Canada
Re:Pinnacle Food Group Limited
Amendment No. 1 to Draft Registration Statement on Form F-1
Submitted December 10, 2024
CIK No. 0002032755
Dear Jiulong You:
            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 September 19, 2024 letter.
Amendment No. 1 to Draft Registration Statement on Form F-1
Cover Page
1.We note your response to comment 4. Please revise your cover page and prospectus
summary to disclose, as you do on page 96, the exercise price of the representative's
warrants.
Prospectus Summary, page 1
We note your response to comment 7. Please revise your disclosures on pages 2
through 4 to clearly identify the party producing each product. For example, note the
third-party commissioned to design the molds for the Model S, clarify that Seonwo 2.

December 26, 2024
Page 2
and Banjia are the OEM manufacturers that produce the equipment using the molds,
and clearly disclose the parties designing and manufacturing the Model A and R. We
also note your disclosure on page 3 that the Model R is currently in the development
stage, and your disclosure on page 63 that you completed the installation of the first
Model R in November 2024 and provided the FaaS Enterprise subscription package
directly to your first Model R customer in November 2024. Please clarify whether the
Model R is still in development or if it is being sold to customers, either directly by
you or through a distributor. Finally, we note your disclosure on page 64 that the
Model M is an off-the-shelf product purchased from Banjia and Seonwo. Please revise
to disclose this fact in the summary, and clarify whether any customer or enterprise
can purchase the Model M directly from Banjia and Seonwo.
Risk Factors
Supply chain disruptions could adversely impact our operations., page 13
3.We note your response to comment 11. Please revise to disclose the percentage of
your total purchases of materials and outsourced production costs attributable to your
principal suppliers for the six months ended June 30, 2024 and the year ended
December 31, 2023. Please also disclose whether you expect this supplier
concentration to continue going forward.
We may face risks in protecting our intellectual property due to our proxy arrangements.,
page 22
4.We note your revised disclosure that "[a]s the patent [managed by Banjia] is held in
China while we are a non-Chinese entity, Banjia must adhere to Chinese legal
standards, and the disparity between intellectual property laws and dispute resolution
mechanisms across different jurisdictions may further complicate issues related to
patent ownership and enforcement." Please revise to briefly describe the disparities in
patent ownership and enforcement, and the related, specific risks to your business
and investors from these disparities.
Use of Proceeds, page 39
5.We note your response to comment 18. Please revise to briefly discuss the
functionality and capabilities of the Model R that you plan to expand. Please also
clarify whether the anticipated proceeds will be sufficient to fund all of your proposed
purposes, and if not, please provide the amount and sources of other funds needed.
Management's Discussion And Analysis Of Financial Condition And Results Of Operations
Revenue, page 49
6.Please quantify the percentage of your 2023 and 2024 Smart Farming Systems
customers that subsequently purchased extended farming services after the six month
farming period ended. If that percentage is minimal, then please disclose why,
including whether that reflects customer dissatisfaction with your product. We note
the disclosures on pages F-11 and F-31.
7.Please quantify the volume of smart farming systems sales in each period so that
readers can better understand the composition of your reported revenue balances.
Disclose also whether any sales were made to related parties.

December 26, 2024
Page 3
Revenue Recognition, page 56
8.Please expand this disclosure to clearly describe the terms of your material revenue
transactions. Disclose the product return and warranty rights given to distributors and
individual customers and explain how you expect to grow your business if no such
rights are granted. Discuss the extent to which the Registrant has to perform any
work in order to maintain the functionality of the products after they are sold. Clarify
whether customers receive any software updates for their products. Describe the
subscription packages referenced on page 3 and the accounting implications. Describe
the sales transactions that generated the material portion of the contract asset and
liability balances on your Balance Sheets. Clarify your response to comment 41 about
the value of service elements being "minimal" and "immaterial" given the disclosures
throughout the filing about the value of the "data intelligence" you provide to
customers.
Business
Industry Overview, page 58
9.We note your response to comment 30. Please revise your disclosure to quantify the
general costs of smart farming compared to traditional greenhouses.
Our Strengths, page 59
10.We note your response to comment 31 that you "do not have formal agreements with
third-party agricultural experts" and instead "leverage opportunities by participating in
various industry exhibitions and visiting academic agricultural scholars and experts
from universities," and that "[i]n collaboration with these experts, [you] conduct
experimental projects in [y]our company, such as experiments involving nutrient
solutions and probiotics for crop growth," which "allows [you] to gain agricultural
expertise at a minimal cost, primarily covering travel expenses, rather than entering
into formal agreements or incurring the cost of maintaining in-house experts." Please
revise the disclosure in your filing to include this additional detail. Please also clarify
whether you pay these experts any fees for their collaboration.
Our Products, page 61
11.We note your response to comment 34. Please revise to clarify whether customers
who do not purchase your subscription packages can still benefit from your user
application and limited analytics.
Note 11, page F-20
We reviewed your response to comment 44 and reissue in part. Since Li Xia Du is the
majority stockholder, it remains unclear why the redeemable Series E Preferred Stock
that she owns is not classified as temporary equity consistent with the guidance in
ASC 480-10-S99.7. In this regard, we note the risk factors on page 29 and your
disclosure on page 74 that "Our directors may be appointed or removed from office by
an ordinary resolution of shareholders". Consequently, it appears that the majority
stockholder has the ability to ultimately cause the Registrant to redeem her preferred
stock via shareholder resolution and/or the appointment of Directors. We may have 12.

December 26, 2024
Page 4
further comment.
13.Please clarify where the PFAI Series E preferred stock is presented in your June 30,
2024 Balance Sheet on page F-23. Also, please expand your disclosure to clarify
whether there is any circumstance under which the holder of the PFAI Class E
preferred stock can convert/exchange the stock for PFAI Class A common stock. If
that possibility exists then presumably the Registrant could lose control of PFAI.
General
14.We note your response to comment 45 and your disclosure on page 4 that you
"engaged a distributor in British Columbia in October 2023, a distributor in
Saskatchewan in November 2023, and a distributor in New Zealand in November
2023." Please disclose the material terms of your agreements with these distributors
and file these agreements as exhibits to your registration statement, or provide us your
analysis as to why you believe such contracts do not need to be filed. Please also
disclose the material terms of your agreements with Seonwo and Banjia for the
manufacture of the Model S and M, and file these agreements as exhibits to your
registration statement. Finally, please disclose the material terms of your development
agreement with Weijia and E-Shine and your distributor agreement with Billions.
Refer to Item 10.C. of Form 20-F.
            Please contact Al Pavot at 202-551-3738 or Terence O'Brien at 202-551-3355 if you
have questions regarding comments on the financial statements and related matters. Please
contact Juan Grana at 202-551-6034 or Katherine Bagley at 202-551-2545 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:Pang Zhang-Whitaker, Esq.

September 19, 2024
Jiulong You
Chief Executive and Interim Chief Financial Officer
Pinnacle Food Group Limited
600 837 West Hastings Street
Vancouver BC V6C 2X1 Canada
Re:Pinnacle Food Group Limited
Draft Registration Statement on Form F-1
Submitted August 23, 2024
CIK No. 0002032755
Dear Jiulong You:
            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 August 23, 2024
Cover Page
1.We note that your issued and outstanding share capital consists of both Class A common
shares and Class B common shares, with each holder of your Class A common shares
entitled to one vote per share and each holder of your Class B common shares entitled to
five votes per share. Please revise your cover page to briefly discuss the risks to
investors stemming from holders of your Class B common shares being entitled to more
votes per share, including your Class B shareholders having control over corporate
matters requiring shareholder approval, such as election of directors, amendment of
constitutional documents including your memorandum and articles of association, and
significant corporate transactions. Please also include a cross reference to your risk factor
disclosure on page 28.
We note your disclosure on page 69 that Jin Yang Zhao currently controls approximately
60% of your voting power. We also note your disclosure that Li Xia Du controls 2.

September 19, 2024
Page 2
approximately 17% of your voting power. Please revise to discuss whether you expect to
be a controlled company under the listing standards of Nasdaq following the offering.
Please also briefly discuss the exemptions available to controlled companies, disclose
whether you intend to rely on any such exemptions, and include appropriate risk factor
disclosure that discusses the effect, risks and uncertainties of being designated a
controlled company, including but not limited to, that you may elect not to comply with
certain corporate governance requirements.
3.Please revise to disclose Ms. Zhao' s current share ownership and voting power
percentage in the company, and her expected share ownership and voting power
percentage following the offering. Please also disclose, both on the cover page and in your
principal shareholder disclosure on page 69, the relationship between Li Xia Du and Jin
Yang Zhao.
4.Please revise your cover page and prospectus summary to disclose, as you do on page 88,
that in connection with this offering, you have agreed to issue Representative's Warrants
to the Representative, and that you intend to register the warrants and underlying Class A
common shares on this registration statement. Your disclosure should briefly describe the
terms of the warrants.
Prospectus Summary, page 1
5.We note your disclosure that you currently sell hydroponic growing systems and technical
support services to individual households and community groups and are developing a
hydroponic growing system for urban farms. Please revise to discuss, both here and in
MD&A, where your products and services are currently sold and offered. Refer to Item
4.B.2. of Form 20-F. Please also briefly discuss the types of community groups and urban
farms that you are targeting as customers and your intended timing for the development of
your hydroponic growing system for urban farms. In this regard, we note your disclosure
that you intend to provide such equipment and services to urban farms in the "near future"
and to smart greenhouses and large-scale farming systems "at a later date."
6.We note your disclosure that your core technology is based on real-time, remote data
monitoring using sensors that you have selected. Please revise to clarify whether these
sensors are provided by a third party, and if so, please clarify whether these sensors are
custom-made for your products. We also note your disclosure on page 2 that you use "big
data structures and machine learning training models developed for [you] by third parties
to provide customers with data models to help them better manage vegetable planting."
Please revise your disclosures throughout to clarify that the data intelligence you provide
to users of your hydroponic growing systems is based on "big data structures" and
"machine learning training models" developed by a third party, and further explain how
you utilize these structures and models and to what degree you modify or customize these
structures and models when analyzing your customers' data and providing
recommendations regarding their vegetables through your mobile applications.
We note your disclosure on page 2 that the PFAI Model S hydroponic growing systems
and its operating parameters were designed by you and developed by a third party
commissioned by you, and that you own the molds made by such third party and have
engaged an OEM manufacturer to produce the equipment using the molds. Please revise
to clearly identify the party designing, developing, and manufacturing each of your 7.

September 19, 2024
Page 3
products and services, including the Model M, Model A and Model R, and FaaS Lite,
Plus, Pro, and Enterprise. Please also further discuss the role of distributors in the sale of
your products, and clearly explain which of your products and services are offered
directly to consumers and which of your products and services are offered only through
distributors. Consider presenting this information in tabular format.
8.We note your disclosure on page 4 that your "expansion strategy initially entails a
carefully phased expansion into various Canadian provinces. This approach is designed to
solidify [y]our domestic market presence before increasing [y]our presence in the
international arena. After the initial success in the domestic market, [y]ou started to sell
[y]our products to a distributor in New Zealand and plan to expand to Australia." Please
revise to discuss the timeframe for this expansion across Canada and into Australia and
describe the relevant phases in detail, including the intended timing for completion of
each phase.
Implications of Being a Foreign Private Issuer, page 9
9.Please revise your prospectus summary to clearly state whether you intend to rely
on certain home country practices in relation to corporate governance matters.
The Offering
Lock-up, page 12
10.Please revise to briefly describe the "certain exceptions" to your lock-up agreements.
Risk Factors, page 13
11.We note your disclosure on page 45 that in fiscal 2023, your three distributors accounted
for approximately 53%, 16% and 12% of your total revenue and that your principal
supplier accounted for 84% of your total purchases of materials and outsourcing
production costs. We also note that in fiscal 2022, one customer accounted for 89% of
your total revenue. Please revise to disclose whether any of your customers accounted for
more than 50% of your revenue in fiscal 2023 and whether you expect this customer
concentration to continue going forward. Please also amend your risk factor disclosure to
include a risk factor describing the risks to investors stemming from your supplier and
customer concentration. In this regard, your risk factor on page 13 describes the risks
related to your reliance on three distributors but does not discuss risks related to supplier
or customer concentration.
12.We note your disclosure on page 74 that you will enter into indemnification agreements
with your directors and executive officers that provide such persons with additional
indemnification beyond that provided in your post-offering memorandum and articles of
association. Please amend your disclosure to include a risk factor describing the
limitations on director and officer liability and indemnification, and related risks to
investors.
Technological failures and rapid advancements pose risks to our company., page 14
13.Please revise this risk factor to discuss the risks to investors stemming from your
outsourcing of the development of your big data structures and machine learning training
models to third parties.

September 19, 2024
Page 4
Increases in costs, disruption of supply or shortage of materials, in particular for our products and
consumables, could harm our business., page 21
14.Please revise to disclose the sources and availability of your raw materials. Refer to Item
4.B.4. of Form 20-F.
It may be difficult to enforce civil liabilities under U.S. securities laws in Canada and the Cayman
Islands., page 22
15.We note your disclosure that certain of your directors and executive officers reside or are
based principally in Canada and the majority of your assets and all or a substantial portion
of the assets of these persons is located outside the United States. Please revise to disclose
the residence of each of your executive officers and directors.
Risks related to Regulations and Litigation
Any inability to obtain requisite approvals, licenses, or permits..., page 27
16.We note your disclosure that "[d]ue to uncertainties in the regulatory environment of the
industries and/or jurisdictions in which we operate, there can be no assurance that we
have obtained or applied for all the approvals, permits and licenses required for
conducting our business in Canada or elsewhere, or would be able to maintain our
existing approvals, permits and licenses or obtain any new approvals, permits and licenses
if required by any future laws or regulations." Please revise your disclosure to clarify
whether you believe that you currently hold the requisite approvals, licenses, or permits to
operate in accordance with relevant government regulations.
Our dual-class voting structure will limit your ability to influence corporate matters requiring
shareholder approval..., page 28
17.We note your disclosure that "[a]s a result of the dual-class share structure and the
concentration of ownership, holders of Class B Common Shares will have considerable
influence over corporate matters requiring shareholder approval, such as election of
directors, amendment of constitutional documents including [y]our memorandum and
articles of association, and significant corporate transactions." We also note your
disclosure that "[t]his concentrated control will limit your ability to influence corporate
matters and could discourage others from pursuing any potential merger, takeover or other
change of control transactions that holders of Class A Common Shares may view as
beneficial." Please advise whether holders of your Class B common shares can approve
corporate matters without requiring the favorable vote of any Class A common shares. If
so, please revise this risk factor, and your disclosures throughout the registration
statement, to clarify that holders of Class B common shares will have control over
corporate matters requiring shareholder approval.
Use of Proceeds, page 37
We note your disclosure that portions of the proceeds will be used for several uses,
including to expand the functionality and capabilities of your hydroponic growing
systems; for development and expansion of your business, including international
expansion; and for general corporate purposes, including working capital, operating
expenses and capital expenditures. Please revise to provide additional detail for each 18.

September 19, 2024
Page 5
stated use, including which products you intend to expand and the relevant functionalities
and capabilities, where you intend to expand your international activities and how, and the
specifics of any planned capital expenditures. If the anticipated proceeds will not be
sufficient to fund all of your proposed purposes, please provide the amount and sources of
other funds needed. Refer to Item 3.C. of Form 20-F.
Corporate History, page 44
19.We note your disclosure that on July 29, 2024, Ms. Du transferred all 2,999,000 issued
and outstanding Class B Preferred Shares in PFAI to PFAI in exchange for 2,999,000
Class E Preferred Shares of PFAI. Please clarify whether the Class E preferred shares are
convertible into Class A or Class B common shares.
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
45
20.Please revise to provide a description of your research and development policies, and if
applicable, any material recent trends in production, sales and inventory, costs and selling
prices. Refer to Items 5.C. and 5.D. of Form 20-F. In your discussion of your research and
development policies, please clarify how you collect or intend to collect data from your
products and services. In this regard, we note your disclosure on page 53 that you believe
that the large amount of data you collect "will support [y]our research and development
and enable [you] to serve larger-scale plant factory projects in the future," and that
"[c]ommunity garden consumers produce a large quantity of data which enables [you] to
test the accuracy of data models [you] created based on data collected by [you] and helps
[you] provide better and more precise recommendations to [y]our customers." Clarify
whether you have access to this data through your mobile app or through other avenues.
21.Given that you exited the ginseng business in 2023, please provide us with your analysis
of the guidance concerning discontinued operations as outlined in ASC 205-20.
22.Please expand your disclosure to explain the material increases in your non-current assets.
Disclose how these assets were acquired and how you determined the carrying value of
these assets when acquired. Disclose whether any related parties were involved in these
transactions.
Results of Operations for the Year Ended December 31, 2023 and 2022
Revenue, page 46
23.Please quantify revenue from smart farming packages sold to distributors and smart
farming systems sold to individuals. Discuss and analyze differences in gross profit
generated by these two streams, as well as any trends or uncertainties expected to impact
future operations.
24.We note your disclosure that your revenues increased for the relevant period "due to the
launch of [y]our new smart farming business in 2023." Please revise your disclosure to
clarify how you generated revenue from this "launch," including whether and to what
extent the increase in revenue was attributable to sales of certain of your products or
services.

September 19, 2024
Page 6
Liquidity and Capital Resources, page 48
25.We note your disclosure that "[f]or the year ended December 31, 2023, [you] had cash
provided from financing activities of US$39 thousand, which was attributable to funds
borrowed from related parties" and that "[f]or the year ended December 31, 2022, [you]
had cash provided by financing activities of US$94 thousand, which was primarily
attributable to funds borrowed from related parties." Please revise to discuss the material
terms of the relevant transactions pursuant to which you borrowed from these parties
including the dates of the transactions, the identity of the parties, and interest rates.
Operating Activities, page 48
26.Please provide a discussion of your accounts receivable balance as of December 31, 2023,
which is over 90% of 2023 sales. Quantify the accounts receivable balance from
distributors and the balance from individuals.
27.Please provide a discussion of accounts payable as of December 31, 2023, which appears
to exceed all of your expenses reported for 2023, as well as the purchase of property, plant
and equipment. Discuss th