SecProbe.io

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 April 28, 2026

 VIA EDGAR

 Division of Corporation Finance

 Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

   Re:

   Skycorp Solar Group Limited (CIK No. 0002001288)

   Registration Statement on Form F-3 (File No. 333-295378)

 Acceleration Request

 Ladies and Gentlemen:

 In accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), Skycorp Solar Group Limited (the “Company”) hereby requests that the effectiveness of the above-referenced Registration Statement on Form F-3 (the “Registration Statement”) be accelerated to, and that the Registration Statement become effective at, 4:00 p.m., Eastern Time, on April 30, 2026, or as soon thereafter as practicable. In making this acceleration request, the Company acknowledges that it is aware of its responsibilities under the Act.

 If there is any change in the acceleration request set forth above, the Company will promptly notify you of the change, in which case the Company may be making an oral request of acceleration of the effectiveness of the Registration Statement in accordance with Rule 461. The request may be made by an executive officer of the Company or by any attorney from the Company’s U.S. counsel, Han Kun Law Offices LLP.

 [Signature page follows]

   1

   Very truly yours,

   Skycorp Solar Group Limited

   By:

   /s/ Weiqi Huang

   Name:

   Weiqi Huang

   Title:

   Director, Chairman of the Board and Chief Executive Officer

   2

April 23, 2026
Weiqi Huang
Chief Executive Officer
Skycorp Solar Group Ltd
Room 303, Block B
No. 188 Jinghua Road, Yinzhou District
Ningbo City, Zhejiang Province
China 315048
Re: Skycorp Solar Group Ltd
Draft Registration Statement on Form F-3
Submitted April 17, 2026
CIK No. 0002001288
Dear Weiqi Huang:
            This is to advise you that we do not intend to review your registration statement.
            We request that you publicly file your registration statement and non-public draft
submission on EDGAR at least two business days prior to the requested effective date and time.
Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you that the
company and its management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Rebekah Reed at 202-551-5332 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc: Steve Lin

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VIA EDGAR

February 27, 2025

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, NE

Washington, D.C. 20549

Attn: Kate Beukenkamp

Mara Ransom

Blaise Rhodes

Suying Li

    Re:
    Skycorp Solar Group Limited

    Registration Statement on Form F-1, as amended (File No. 333-282996)

    Request For Acceleration of Effectiveness

Ladies and Gentlemen:

Pursuant to Rule 461 of the
General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities
Act”), Cathay Securities, Inc., acting as representative of the underwriters, hereby joins Skycorp Solar Group Limited in requesting
acceleration of the effective date of the above-referenced Registration Statement so that it will become effective at 4:30 p.m., Eastern
Time, on March 3, 2025, or as soon thereafter as practicable.

Pursuant to Rule 460 under
the Securities Act, we wish to advise you that we have distributed as many copies of the preliminary prospectus dated December 31, 2024,
to selected dealers, institutions and others as appears to be reasonable to secure adequate distribution of the Preliminary Prospectus.

The undersigned confirm that
it has complied and will continue to comply with, and it has been informed or will be informed by participating dealers that it has complied
or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in connection with the above-referenced
issue.

Very truly yours,

    Cathay Securities, Inc.

    By:
    /s/ Shell Li

    Name:
    Shell Li

    Title:
    Chief Executive Officer & Head of Investment Banking

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Skycorp Solar Group Limited

Room 303, Block B, No.188 Jinghua Road, Yinzhou
District,

Ningbo City, Zhejiang Province, China 315048

February 27, 2025

VIA EDGAR

Division of Corporation Finance

Office of Trade & Services

U.S. Securities and Exchange Commission

Washington, D.C. 20549-4720

    Attn:
    Kate Beukenkamp

Mara Ransom

Suying Li

Blaise Rhodes

    Re:
    Skycorp Solar Group Limited

    Registration Statement on Form F-1, as amended (File No. 333-282996)

    Request for Acceleration of Effectiveness

Dear Ms. Beukenkamp,

In accordance with Rule 461
of the General Rules and Regulations under the Securities Act of 1933, as amended, Skycrop Solar Group Limited hereby requests that the
effectiveness of the above-referenced Registration Statement on Form F-1, as amended be accelerated to and that the Registration Statement
become effective at 4:30 p.m., Eastern Time, on March 3, 2025, or as soon thereafter as practicable.

    Very truly yours,

    Skycorp Solar Group Limited

    By:
    /s/ Weiqi Huang

    Name:
    Weiqi Huang

    Title:
    Chief Executive Officer, Chairman of the Board (Principal Executive Officer)

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Skycorp Solar Group Ltd

November 22, 2024

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:
    Kate Beukenkamp

    Mara Ransom

    Blaise Rhodes

    Suying Li

    Re:
    Skycorp Solar Group Ltd

    Registration Statement on Form F-1

    Filed November 5, 2024

    File No. 333-282996

Ladies and Gentlemen:

This letter is being submitted in response to
the letter dated November 18, 2024 from the U.S. Securities and Exchange Commission (the “Commission”) in which the
staff of the Commission (the “Staff”) commented on the above-referenced Registration Statement on Form F-1 submitted
on November 5, 2024. Concurrently with the submission of this letter, we hereby transmit, via EDGAR, the amendment to the Registration
Statement on Form F-1 (“F-1/A”) to be filed with the Commission, which has been revised to reflect the Staff’s
comments as well as certain other updates to the F-1/A.

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

Registration Statement on Form F-1 filed November 5, 2024

Enforceability of Civil Liabilities, page 49

    1.
    We
    note the deletion of the section here discussing Singapore as well as your disclosure on page F-27 under footnote 26 discussing how
    on September 20, 2024, the company transferred all its shares in Greenhash Pte. Ltd., a Singapore subsidiary and 100% owned subsidiary
    of the company, to Skycorp Holding Co., Ltd. a company wholly owned by Weiqi Huang, your CEO. However, your disclosure elsewhere
    (e.g., on page iii) continues to state that “[t]he functional currency of subsidiaries located in Hong Kong and Singapore are
    the Hong Kong dollars (“HK$”) and Singapore dollars (“S$”), respectively.” Please reconcile and revise
    your disclosure as applicable to accurately reflect that status of any Singapore subsidiaries, including your corporate structure
    diagram as appropriate.

Response: In response to the Staff’s comment, we respectfully submit that we transferred all of our shares in Greenhash Pte. Ltd. to Skycorp
Holding Co., Ltd. on September 20, 2024; thus Greenhash Pte. Ltd. was included as one of our subsidiaries in the consolidated financial
statements as of and for the six months ended March 31, 2024. In other parts of the F-1/A, Greenhash Pte. Ltd. was removed as a subsidiary
to reflect the latest information. In order to reconcile the inconsistency, we disclosed the status of Greenhash Pte. Ltd. under “Organization
and Principal Activities” and “Income Taxes” on pages F-6 and F-23 of the F-1/A, respectively.

 Related Party Transactions, page 115

    2.
    We
    note your revisions to reflect a total of $2,147,857 due from related parties, including an increase to $2,028,608 due from your
    CEO, Weiqi Huang, as of March 31, 2024. Please revise your disclosure throughout your registration statement as appropriate to reflect
    these revised amounts. In this regard, we note your risk factor beginning “[w]e have engaged in the past in related party transactions,
    which may result...” on page 35 that appears to continue to reflect previously disclosed amounts. Also, update this information
    as of the fiscal year ended September 30, 2024, consistent with Item 7.B. of Form 20-F.

Response: In response to the Staff’s
comment, we respectfully submit that we have updated the information for the fiscal year ended September 30, 2024 under the “Related
Party Transactions” section on page 115 and revised the risk factor on page 35 of the F1/A accordingly.

Consolidated Financial Statements, page F-1

3. We read your response to prior comments 2 and 3. It appears
you have revised your condensed consolidated balance sheet as of March 31, 2024, condensed consolidated statement of equity for the six
months ended March 31, 2024, condensed consolidated statements of operations for the six months ended March 31, 2024 and 2023, and consolidated
statements of operations for the fiscal years ended September 30, 2023 and 2022 due to the correction of an error. Please revise your
disclosure to address the following:

 ● Please
revise to clearly label the related condensed consolidated interim financial statements as restated and provide the disclosures required
by ASC 250-10-50-7.

 ● Please
further revise your disclosure in Note 26 on page F-56 to disclose the effect of the correction of the error related to your basic and
diluted earning per common share.

Response: In response to the Staff’s
comment, we revised our disclosure as follows:

 ● We revised to label our condensed consolidated balance sheet as of March 31, 2024, condensed consolidated statements
of operations for the six months ended March 31, 2024 and 2023 as restated. We also provided restatement disclosure in Note 27 on page
F-28 for the six months ended March 31, 2024 and 2023.

 ● We further revised our disclosure in Note 26 on page F-56 to disclose the effect of the correction of the error related to our basic and
diluted earning per common share.

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

    Very truly yours,

    /s/ Weiqi
    Huang

    Weiqi Huang, Chief Executive Officer

November 18, 2024
Weiqi Huang
Chief Executive Officer and Chairman of the Board
Skycorp Solar Group Ltd
Room 303, Block B
No.188 Jinghua Road, Yinzhou District
Ningbo City, Zhejiang Province
China, 315048
Re:Skycorp Solar Group Ltd
Registration Statement on Form F-1
Filed November 5, 2024
File No. 333-282996
Dear Weiqi Huang:
            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 November 5, 2024
Enforceability of Civil Liabilities, page 49
1.We note the deletion of the section here discussing Singapore as well as your
disclosure on page F-27 under footnote 26 discussing how on September 20, 2024, the
company transferred all its shares in Greenhash Pte. Ltd., a Singapore subsidiary and
100% owned subsidiary of the company, to Skycorp Holding Co., Ltd. a company
wholly owned by Weiqi Huang, your CEO. However, your disclosure elsewhere
(e.g., on page iii) continues to state that "[t]he functional currency of subsidiaries
located in Hong Kong and Singapore are the Hong Kong dollars (“HK$”) and
Singapore dollars (“S$”), respectively." Please reconcile and revise your disclosure as
applicable to accurately reflect that status of any Singapore subsidiaries, including
your corporate structure diagram as appropriate.

November 18, 2024
Page 2
Related Party Transactions, page 115
2.We note your revisions to reflect a total of $2,147,857 due from related parties,
including an increase to $2,028,608 due from your CEO, Weiqi Huang, as of March
31, 2024. Please revise your disclosure throughout your registration statement as
appropriate to reflect these revised amounts. In this regard, we note your risk factor
beginning "[w]e have engaged in the past in related party transactions, which may
result..." on page 35 that appears to continue to reflect previously disclosed
amounts. Also, update this information as of the fiscal year ended September 30,
2024, consistent with Item 7.B. of Form 20-F.
Consolidated Financial Statements, page F-1
3.We read your response to prior comments 2 and 3. It appears you have revised your
condensed consolidated balance sheet as of March 31, 2024, condensed consolidated
statement of equity for the six months ended March 31, 2024, condensed consolidated
statements of operations for the six months ended March 31, 2024 and 2023, and
consolidated statements of operations for the fiscal years ended September 30, 2023
and 2022 due to the correction of an error. Please revise your disclosure to address the
following:
•Please revise to clearly label the related condensed consolidated interim financial
statements as restated and provide the disclosures required by ASC 250-10-50-7.
•Please further revise your disclosure in Note 26 on page F-56 to disclose the
effect of the correction of the error related to your basic and diluted earning per
common share.
            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 Blaise Rhodes at 202-551-3774 or Suying Li at 202-551-3335 if you
have questions regarding comments on the financial statements and related matters. Please
contact Kate Beukenkamp at 202-551-3861 or Mara Ransom at 202-551-3264 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Mengyi "Jason" Ye

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Skycorp Solar Group Ltd

November 5, 2024

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:
    Kate Beukenkamp

    Mara Ransom

    Blaise Rhodes

    Suying Li

    Re:
    Skycorp Solar Group Ltd

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

    Submitted September 30, 2024

    CIK No. 0002001288

Ladies and Gentlemen:

This letter is being submitted in response
to the letter dated October 15, 2024 from the U.S. Securities and Exchange Commission (the “Commission”) in which
the staff of the Commission (the “Staff”) commented on the above-referenced Amendment No.2 to Draft Registration
Statement on Form F-1 submitted on September 30, 2024. Concurrently with the submission of this letter, we hereby transmit, via
EDGAR, the Registration Statement on Form F-1 (“F-1”) to be filed with the Commission, which has been revised to
reflect the Staff’s comments as well as certain other updates to the F-1.

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

Amendment No. 2 to Draft Registration Statement on Form F-1 Submitted
September 30, 2024

Capitalization, page 46

    1.
    We note your revision on page 46 in response to prior comment 3. Please tell us your consideration of including bank borrowings - current, note payable, and due to related party balances as part of your capitalization and indebtedness disclosure. Refer to Item 4 of Form F-1 and Item 3.B of Form 20-F. Please also revise to include your indebtedness in your total capitalization calculation.

Response: In response to the Staff’s
comment, we respectfully submit that bank borrowings - current, note payable, and due to related party are not commercial credit liabilities
arising from daily business transactions without interest. We have included bank borrowings - current, note payable, and due to related
party balances as part of our capitalization and indebtedness disclosure on page 46 of the F-1.

Unaudited Condensed Consolidated Statements of Operations and Comprehensive
Income,

page F-3

    2.
    Please revise to calculate your basic and diluted net income per common share by dividing net income attributable to owners of the company by weighted average number of common shares outstanding. Refer to ASC 260-10-45-11A. This comment also applies to your basic and diluted net income per common share for fiscal years ended September 30, 2023 and 2022 disclosed on page F-31.

Response: In response to the Staff’s
comment, we respectfully advise the Staff that we have revised to calculate our basic and diluted net income per common share by dividing
net income attributable to owners of the company by weighted average number of common shares outstanding on page F-3 for the six months
ended March 31, 2024, and 2023, and on page F-31 for the years ended September 30, 2023 and 2022.

Unaudited Condensed Consolidated Statements
of Equity, page F-4

    3.
    You present a capital contribution in the amount of negative $1,805,169 to reduce your additional paid-in capital in the six months ended March 31, 2024. You state in Note 22(a) that the decrease in your additional paid-in capital is due to the payment of consideration. Please tell us how you present this payment in your cash flow statement for the six months ended March 31, 2024.

Response: In response to the Staff’s
comment, we revised our disclosure on page F-20 as follows:

“In order to link our onshore and offshore
companies and control our operating entities, Ningbo WFOE and Guangzhou WFOE should invest in cash to purchase shares of Ningbo Skycorp.
In March and April 2024, Ningbo WFOE and Guangzhou WFOE paid a total consideration of $1,805,169 to purchase 100% shares of Ningbo Skycorp.
Weiqi Huang will ultimately bear the consideration of $1,805,169, and thus debiting due from related parties as of March 31, 2024. As
of the date of this prospectus, amount due from Weiqi Huang was fully repaid.”

Thus, the capital balance was restored, and there
was no difference in additional paid-in capital for all the period ends.

Accordingly, we have revised to present the payment
of purchasing subsidiary as of March 31, 2024, in the amount of $1,101,634, included in the amount due from related party in Unaudited
Condensed Consolidated Statements of Cash Flows on page F-5.

Unaudited Condensed Consolidated Statements of Cash Flows, page
F-5

    4.
    Please reconcile the cash inflow from amount due from related party reported in your cash flow statement for the six months ended March 31, 2024 to the change in due from related party balances in your balance sheets.

Response:
In response to the Staff’s comment, we have revised the balance due from related party in Unaudited Condensed Consolidated Balance
Sheets on page F-2 as Weiqi Huang agreed to bear the subsidiary purchasing consideration
of $ 1,805,169. As a result, for the six months ended March 31, 2024, the cash inflow from the amount due from related party was
$1,906,091, and the change in due from related party balances in balance sheets was $1,995,976. The difference of $89,885 was due to the
currency translation difference between RMB and USD.

Notes to Consolidated Financial Statements

26. Comparative, page F-56

    5.
    It appears you have restated your consolidated statements of operations for fiscal years ended September 30, 2023 and 2022 due to correction of an error. Please revise to clearly label the financial statements as restated and expand your footnote disclosure to describe the nature of the error required by ASC 250-10-50-7. Please also obtain an audit report that includes an explanatory paragraph stating that the previously issued financial statements have been restated for the correction of an error. Refer to paragraphs .9-.10 and .16-.17 of PCAOB AS 2820

Response:
In response to the Staff’s comment, we respectfully advise the Staff that (i)we have revised to label the financial statements as
restated on page F-31 clearly; (ii)we have expanded our footnote disclosure in Note 26 to describe the nature of the error required by
ASC 250-10-50-7 on page F-56; and (iii) we have added an explanatory paragraph stating that the previously issued financial statements
have been restated for the correction of an error on page F-28.

    2

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

    Very truly yours,

    /s/ Weiqi Huang

    Weiqi Huang, Chief Executive Officer

3

October 15, 2024
Weiqi Huang
Chief Executive Officer and Chairman of the Board
Skycorp Solar Group Ltd
Room 303, Block B
No.188 Jinghua Road, Yinzhou District
Ningbo City, Zhejiang Province
China, 315048
Re:Skycorp Solar Group Ltd
Amendment No. 2 to Draft Registration Statement on Form F-1
September 30, 2024
CIK No. 0002001288
Dear Weiqi Huang:
            We have reviewed your amended draft registration statement and have the following
comment(s).
            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 July 26, 2024 letter.
Amendment No. 2 to Draft Registration Statement on Form F-1 Submitted September 30,
2024
Capitalization, page 46
1.We note your revision on page 46 in response to prior comment 3. Please tell us your
consideration of including bank borrowings - current, note payable, and due to related
party balances as part of your capitalization and indebtedness disclosure. Refer to
Item 4 of Form F-1 and Item 3.B of Form 20-F. Please also revise to include your
indebtedness in your total capitalization calculation.

October 15, 2024
Page 2
Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income,
page F-3
2.Please revise to calculate your basic and diluted net income per common share by
dividing net income attributable to owners of the company by weighted average
number of common shares outstanding. Refer to ASC 260-10-45-11A. This comment
also applies to your basic and diluted net income per common share for fiscal years
ended September 30, 2023 and 2022 disclosed on page F-31.
Unaudited Condensed Consolidated Statements of Equity, page F-4
3.You present a capital contribution in the amount of negative $1,805,169 to reduce
your additional paid-in capital in the six months ended March 31, 2024. You state in
Note 22(a) that the decrease in your additional paid-in capital is due to the payment of
consideration. Please tell us how you present this payment in your cash flow statement
for the six months ended March 31, 2024.
Unaudited Condensed Consolidated Statements of Cash Flows, page F-5
4.Please reconcile the cash inflow from amount due from related party reported in your
cash flow statement for the six months ended March 31, 2024 to the change in due
from related party balances in your balance sheets.
Notes to Consolidated Financial Statements
26. Comparative, page F-56
5.It appears you have restated your consolidated statements of operations for fiscal
years ended September 30, 2023 and 2022 due to correction of an error. Please revise
to clearly label the financial statements as restated and expand your footnote
disclosure to describe the nature of the error required by ASC 250-10-50-7. Please
also obtain an audit report that includes an explanatory paragraph stating that the
previously issued financial statements have been restated for the correction of an
error. Refer to paragraphs .9-.10 and .16-.17 of PCAOB AS 2820.
            Please contact Blaise Rhodes at 202-551-3774 or Suying Li at 202-551-3335 if you
have questions regarding comments on the financial statements and related matters. Please
contact Kate Beukenkamp at 202-551-3861 or Mara Ransom at 202-551-3264 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Mengyi "Jason" Ye

July 26, 2024
Weiqi Huang
Chief Executive Officer and Chairman of the Board
Skycorp Solar Group Ltd
Room 303, Block B
No.188 Jinghua Road, Yinzhou District
Ningbo City, Zhejiang Province
China, 315048
Re:Skycorp Solar Group Ltd
Amendment No. 1 to Draft Registration Statement on Form F-1
Submitted July 2, 2024
CIK No. 0002001288
Dear Weiqi Huang:
            We have reviewed your amended draft registration statement and have the following
comment(s).
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on EDGAR.
If you do not believe a comment applies to your facts and circumstances or do not believe an
amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, any references to prior comments are to comments in our
January 19, 2024 letter.
Amendment No. 1 to Draft Registration Statement on Form F-1 Submitted July 2, 2024
About This Prospectus
Conventions that Apply to This Prospectus, page ii
1.We note your response to prior comment 3 and reissue. Please revise your definition of
Hong Kong, or state clearly in an appropriate discussion of legal and operational risks,
that the legal and operational risks associated with operating in China also apply to
operations in Hong Kong. We note your statement that your Hong Kong subsidiary,
GreenHash Limited, a Hong Kong entity within your corporate structure, does not
currently have any business operations.

July 26, 2024
Page 2
Risk Factors
Risks Related to Doing Business in China
We may not be able to adequately protect and maintain our intellectual property., page 32
2.To the extent applicable, please revert to disclose the last sentence of this risk factor
previously disclosed (i.e., "Enforcement of judgements in China is uncertain and even if
we are successful in such litigation, it may not provide us with an effective remedy."). We
note the volume and significance of patents, trademarks, copy rights, and a domain name
associated with your business.
Capitalization, page 45
3.Please revise the table to include debt as part of total capitalization. Refer to Item 4 of
Form F-1 and Item 3.B of Form 20-F.
Enforceability of Civil Liabilities, page 48
4.We note your response to prior comment 12 and reissue in part. Please revise your
disclosure in this section to similarly reflect your Risk Factor disclosure stating that all of
your senior executive officers are located in the PRC. Additionally, identify the relevant
individuals by name. Further, please revise your disclosure here and in the relevant risk
factor on page 26 to restore the statement that it may be "difficult" for a shareholder to
effect service of process, rather than simply "inconvenient."
Related Party Transactions
Due to Related Parties, page 109
5.We note your response to prior comment 24. Please revise to disclose the nature and
purpose of the transactions made in this section. In this regard, by way of example, we
note that you previously disclosed that the loan received from Gaokui Zhang was for
"exp[a]nding the HPC business." Please restore or provide disclosure as appropriate.
Financial Statements, page F-1
6.Please update your financial statements and related information to include the interim
period ended March 31, 2024 as required by Item 8.A.5 of Form 20-F or tell us why it is
not necessary to do so.
Notes to Consolidated Financial Statements
Summary of Significant Accounting Policies
(t) Segment Reporting, page F-15
7.We note your statement in the first paragraph that you are organized in two operating
segments and your statement in the second paragraph that you operate in three operating
segments. Please revise for consistency. Please also describe your business operations
grouped in "Others" column in Note 22 on page F-27.

July 26, 2024
Page 3
            Please contact Blaise Rhodes at 202-551-3774 or Suying Li at 202-551-3335 if you have
questions regarding comments on the financial statements and related matters. Please contact
Kate Beukenkamp at 202-551-3861 or Mara Ransom at 202-551-3264 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Mengyi "Jason" Ye

United States securities and exchange commission logo
January 19, 2024
Weiqi Huang
Chief Executive Officer and Chairman of the Board
Skycorp Solar Group Ltd
Room 303, Block B
No.188 Jinghua Road, Yinzhou District
Ningbo City, Zhejiang Province
China, 315048
Re:Skycorp Solar Group Ltd
Draft Registration Statement on Form F-1
Submitted December 19, 2023
CIK No. 0002001288
Dear Weiqi Huang:
            We have reviewed your draft registration statement and have the following comment(s).
            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 Filed December 19, 2023
Prospectus Cover Page, page i
1.Please revise your prospectus cover page to disclose how regulatory actions related to data
security or anti-monopoly concerns in Hong Kong have or may impact the company’s
ability to conduct its business, accept foreign investment or list on a U.S./foreign
exchange. We note your disclosure stating that "[a]s confirmed by our PRC counsel,
Jiangsu Junjin Law Firm, we are not subject to cybersecurity review with...CAC" as well
as your cross-reference to the related individual risk factor.
2.Provide a description of how cash is transferred through your organization and disclose
your intentions to distribute earnings. We note your statement that other than
cash transferred through our organization by way of intra-group transactions, there were

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no other cash transfers and transfers of other assets between your holding company and
your subsidiaries during the fiscal years ended September 30, 2022 and 2021. Please
revise your disclosure to expand your discussion regarding what constitutes intra-group
transactions. We note, for example, that your disclosure under Related Party Transactions
disclosed numerous loans made and owed to the company.
About This Prospectus
Conventions that Apply to this Prospectus, page ii
3.Please revise your definition of Hong Kong to clarify that the legal and operational risks
associated with operating in China also apply to operations in Hong Kong. This disclosure
may appear here, in the definition itself, or in an appropriate discussion of legal and
operations risks. We note that you conduct your business operations through your PRC
subsidiaries. However, we also note your corporate structure includes the entity
"GreenHash Limited" a Hong Kong company that holds 100% ownership interest in your
Ningbo WFOE and Guangzhou WFOE.
About This Prospectus, page iii
4.We note your disclosure that your reporting currency is the RMB. We also note your
disclosure on page F-9 that your reporting currency is the U.S. dollar. Please revise for
consistency.
Impact of COVID-19, page 8
5.You indicate that your production and sales of solar PV products resumed gradually in the
second half of 2020 and the fiscal year 2021, and your total revenues increased by
approximately 165% for fiscal year 2021 as compared to fiscal year 2020, however we
presume some amount of those revenues are attributable to your HPC product sales. Also,
your disclosure that the COVID-19 pandemic has not had a significant negative impact on
your operating entities' operations or financial performance to date appears to conflict
with your risk factor disclosure on page 32, which suggests otherwise. Please revise your
disclosure.
Summary of Risks Factors, page 8
6.We note your risk factors outlined under "Risks Related to Doing Business in
China." Please revise to expand your Summary and the related risk factors to describe the
significant regulatory, liquidity, and enforcement risks with cross-references to the more
detailed discussion of these risks in the prospectus. For example, specifically discuss risks
arising from the legal system in China, including risks and uncertainties regarding the
enforcement of laws and that rules and regulations in China can change quickly with little
advance notice; and the risk that the Chinese government may intervene or influence your
operations at any time, or may exert more control over offerings conducted overseas
and/or foreign investment in China-based issuers, which could result in a material change

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in your operations and/or the value of the securities you are registering for sale.
Acknowledge any risks that any actions by the Chinese government to exert more
oversight and control over offerings that are conducted overseas and/or foreign investment
in China-based issuers could significantly limit or completely hinder your ability to offer
or continue to offer securities to investors and cause the value of such securities to
significantly decline or be worthless.
Implications of Being a Controlled Company, page 14
7.You state that you do not intend to rely on the controlled company exemptions under the
Nasdaq listing rules, however, given that many of the same exemptions are available to
you as a foreign private issuer, revise to clarify whether you will nevertheless rely upon
them.
Risk Factors, page 17
8.Please revise this section to provide disclosure regarding the risks associated with your
related party transactions and how the proportion of monies due from related parties as
well as the practice of making significant loans to certain of your executive officers and
directors may result in adverse affects, for example, to your business, financial condition
and results of operations. Specifically, we note that, as of September 30, 2022, $6,631,755
was due from related parties or nearly 11% of revenues totaling $62,148,521 for the same
period.
Risks Related to Doing Business in China
Changes, application and interpretation with respect to the applicable legal laws and
regulations..., page 17
9.Revise to  acknowledge the risks and uncertainties regarding the enforcement of laws in
China and that rules and regulations in China can change quickly with little advance
notice.
The Chinese government exerts substantial influence..., page 20
10.Revise to state that the Chinese government may intervene or influence your operations at
any time, which could result in a material change in your operations and/or the value of
your securities.
Our financial and operating performance may be adversely affected..., page 26
11.You reference the impact of the general economic conditions, natural catastrophic events,
epidemics, and public health crises that impact the metaverse industry, however, it is
unclear how your operations are related to the metaverse industry.  Please revise.

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You may experience difficulties in effecting service of legal process, enforcing foreign
judgments..., page 26
12.In this risk factor you disclose that all of your senior executive officers reside outside of
the U.S. Revise your disclosure here to identify your directors, officers and members of
senior management that are located in the PRC/Hong Kong. Revise your disclosure in the
section titled "Enforceability of Civil Liabilities" as necessary.
Corporate History and Structure
Corporate Structure, page 52
13.Your corporate structure diagram reflects the 65% ownership interest you hold in
Zhejiang Pntech, the operating subsidiary that engaged in one of your primary business
activities, the sale of PV products and HPC servers. Please revise your diagram here and
in the Prospectus Summary to disclose the entity and/or individuals that hold the
remaining 35% in this operating subsidiary as well as the 25% interest not held by you in
Ningo Pntech.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Liquidity and Capital Resources
Operating Activities, page 59
14.Please revise your disclosures to include an analysis of your cash flows from operating
activities that explains significant year-to-year variations in the line items reflected in your
statements of cash flows (e.g. provide an explanation for the significant changes in your
bad debt provision, inventories, net, prepaid expenses and other current assets and
accounts payables and other liabilities, etc.). Your analysis should not merely recite
information presented in the consolidated statements of cash flows. Please refer to SEC
Release No. 33-8350.
Industry, page 64
15.Please revise this section to briefly provide context for your enterprise within the scope of
your industry and anticipated growth in the solar PV energy industry and HPC server
industry. In this regard, we note that your disclosure reflects high-growth potential for
these industries and elsewhere you discuss your planned continued investment in research
and development. However, at the beginning of your Business section on page 70, you
also describe your company as "a high-tech small and medium enterprise."
Declining Solar PV Energy Costs, page 65
16.Please revise your Industry section and elsewhere throughout your registration statement
as appropriate to either briefly substantiate or delete promotional phrases. For example,
we note that in this section you state that "we expect solar PV energy will become the
backbone of future clean energy development in the next few years, and the PV industry

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will thrive" and in the following paragraph you state that "the reality turned out to be
brighter than our expectations."
Global booming Solar PV Markets, page 65
17.Please revise this section and elsewhere throughout your Industry discussion to make clear
which year or other period you are referring to in your disclosure. For example, you state
here that "[t]his year's list also includes the United Kingdom again..." but it is unclear
what year you are referring to (i.e., the Global Market Outlook report for 2022, the current
calendar year, or a certain fiscal year).
Overview of the HPC Server Industry, page 67
18.Please revise your disclosure here and elsewhere as appropriate to provide a definition or
full-meaning of certain abbreviated industry terms. For example, in this section your refer
to "on-prem" HPC server market but it is not clear what this term means.
Business, page 70
19.In an appropriate place in this discussion, revise to provide a description of the principal
markets in which the company competes, including a breakdown of total revenues by
geographic market for each of the last three financial years.  Refer to Item 4.B.2 of Form
20-F.
Our Strategies
Invest in business expansion, page 72
20.In the paragraph at the top of the page, you state that you plan to introduce two product
lines (i.e., junction boxes and smart junction boxes, and intelligent solar charging boxes).
Please revise your disclosure to briefly discuss how these two new product lines will
"enhan[ce] customer loyalty and market penetration" and "offer convenience to EV
drivers and generate long-term income for our company," respectively.
Continue to enhance our customized products and brand recognition, page 72
21.Revise your disclosure to briefly discuss how planned customized products will
combine your sales of solar PV products and HPC servers.
Customers
HPC Server Business, page 77
22.You disclose that for the fiscal year ended September 30, 2022, your HPC server business
revenue accounted for 55.5% of the total revenue compared to 61.9% for the fiscal year
ended September 30, 2021. Additionally, you state that you have two major customers for
each of these two years with revenues from these customers accounting for 71.8% and
70.4% of the HPC server business revenue for each of these fiscal years, respectively.
Please revise your disclosure to make clear whether you have written agreements with

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each of these two customers. If so, please file these agreements in accordance with Item
601(b)(10)(ii)(B) of Regulation S-K as it appears that your business is substantially
dependent on these customers to sell a major part of your products or services. We note
that your Exhibit Index reflects several "forms of" sales agreements to be filed by
amendment.
Management
Code of Business Conduct and Ethics, page 105
23.Please revise your disclosure to accurately reflect the exhibit number of your Code of
Business Conduct and Ethics. In this regard, we note that your Exhibit Index currently
reflects that this document will be filed by amendment as Exhibit 14.1 consistent with
Item 601 of Regulation S-K.
Due from related parties, page 107
24.Please revise your disclosure to provide discussion regarding the purpose or nature of
providing loans to certain of your executive officers as well as affiliated entities Skyline
Tech Limited (BVI), Baili Group Limited (BVI), Linshan Group Limited (BVI) and
Helios Tech Limited (BVI). In this regard, we note footnote (2) describing an interest free
loan with no specific payment terms made to your CEO, Weiqu Huang, with an
outstanding balance of $4,408,716 as of the date of your prospectus.
Related Party Transactions, page 107
25.We note numerous loans made by you to certain related parties, including executive
officers and their affiliated entities. Please revise your disclosure to discuss whether these
loan agreements, in each instance, are written or verbal agreements. If written, please file
any agreements as applicable under Item 601(b) of Regulation S-K.
Index to Consolidated Financial Statements, page F-1
26.Please update your audited financial statements and corresponding financial information
throughout your registration statement to comply with Item 8.A.4 of Form 20-F.
Report of Independent Registered Public Accounting Firm, page F-2
27.Please have your independent auditors revise their report to describe the principal
considerations that led the auditors to determine that the matter is a critical audit matter,
refer to the relevant financial statement accounts or disclosure that relate to the critical
audit matter, and include the language preceding critical audit matter in the audit report.
Refer to paragraphs .14b, .14d and .15 of PCAOB AS 3101.

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Consolidated Balance Sheets, page F-3
28.Please revise your consolidated balance sheets to present non-controlling interest as a
separate component of shareholders’ equity, separately from parent’s equity. Please refer
to ASC 810-10-45-16.
Consolidated Statements of Cash Flows, page F-6
29.Please present changes in payable pertaining to operating activities separately from other
liabilities. Refer to ASC 230-10-45-29.
30.Please describe for us the nature of your cash inflow from operating lease liabilities and
cash outflow used to repaid for right-of-used asset in your cash flows from investing
activities. Tell us how your classification of these items as cash flows f