SecProbe.io

CORRESP
 1
 filename1.htm

 WORK
Medical Technology Group LTD

 September
11, 2025

 Via
EDGAR

 Division
of Corporation Finance

 Office
of Industrial Applications and Services

 U.S.
Securities and Exchange Commission

 100
F Street, NE

 Washington,
D.C., 20549

 Attention:

 Margaret
 Sawicki

 Re:
 WORK Medical Technology
 Group LTD

 Registration Statement
 on Form F-3

 Filed on August 29, 2025

 File No. 333-289943

 Ladies
and Gentlemen:

 In
accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, WORK Medical Technology
Group LTD hereby requests that the effectiveness of the above-referenced Registration Statement on Form F-3, be accelerated to and
that the Registration Statement become effective at 4:00 p.m., Eastern Time, on September 15, 2025, or as soon thereafter as practicable.

 Very truly yours,

 WORK Medical Technology Group LTD

 By:
 /s/
 Shuang Wu

 Name:
 Shuang Wu

 Title:
 Chief Executive Director

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

Shuang Wu
Chief Executive Officer
WORK Medical Technology Group LTD
Floor 23, No. 2 Tonghuinan Road
Xiaoshan District, Hangzhou City, Zhejiang Province
The People s Republic of China

 Re: WORK Medical Technology Group LTD
 Registration Statement on Form F-3
 Filed August 29, 2025
 File No. 333-289943
Dear Shuang Wu:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 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 Margaret Sawicki at 202-551-7153 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Industrial
Applications and
 Services
cc: Ying Li, Esq.
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 May 16, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Re:
 WORK Medical Technology Group LTD

 Registration Statement on Form F-1, as amended

 File No. 333-284006

 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 "), Univest Securities, LLC, as underwriter,
hereby joins in the request of WORK Medical Technology Group LTD 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 4:30 p.m. Eastern
Time on Tuesday, May 20, 2025, or as soon thereafter as possible.

 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,

 UNIVEST SECURITIES, LLC

 By:
 /s/ Edric Yi Guo

 Name:
 Edric Yi Guo

 Title:
 CEO and Head of Investment Banking

 [Signature Page to Underwriter's Acceleration
Request]

CORRESP
 1
 filename1.htm

 WORK Medical Technology Group LTD

 May 16, 2025

 Via EDGAR

 Division of Corporation Finance

 Office of Industrial Applications and Services

 U.S. Securities and Exchange Commission

 100 F Street, NE

 Washington, D.C., 20549

 Attention:
 Nicholas O'Leary

 Re:
 WORK Medical Technology Group LTD

 Registration Statement on Form F-1

 Initially Filed on December 23, 2024

 File No. 333-284006

 Ladies and Gentlemen:

 In accordance with Rule 461
of the General Rules and Regulations under the Securities Act of 1933, as amended, WORK Medical Technology Group LTD 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 May 20, 2025, or as soon thereafter as practicable.

 Very truly yours,

 WORK Medical Technology Group LTD

 By:
 /s/ Shuang Wu

 Name:
 Shuang Wu

 Title:
 Chief Executive Director

CORRESP
 1
 filename1.htm

 WORK Medical Technology Group LTD

 April 29, 2025

 Via EDGAR

 Division of Corporation Finance

 Office of Industrial Applications and Services

 U.S. Securities and Exchange Commission

 100 F Street, NE

 Washington, D.C., 20549

 Attention:
 Nicholas O'Leary

 Margaret Sawicki

 Re:
 WORK Medical Technology Group LTD

 Amendment No. 1 Registration Statement on Form F-1

 Filed April 9, 2025

 File No. 333-284006

 Ladies and Gentlemen:

 This letter is in response
to the letter dated April 23, 2025, from the staff (the "Staff") of the U.S. Securities and Exchange Commission (the "Commission")
addressed to WORK Medical Technology Group LTD (the "Company," "we" and "our"). For ease of reference,
we have recited the Commission's comments in this response and numbered them accordingly. An amended registration statement on Form
F-1 ("Amendment No. 2 to the Registration Statement") is being filed to accompany this letter.

 Amendment No. 1 to Registration Statement on
Form F-1 filed April 9, 2025

 Cover Page

 1.

 We note you are registering "[u]p to
 10,000,000 Class A Ordinary Shares included in the Pre-Funded Ordinary Units." You describe the Pre-Funded Ordinary Units as consisting
 of "one Pre-Funded Warrant, one Series A Warrant to purchase one Class A Ordinary Share and one Series B Warrant to purchase one
 Class A Ordinary Share." Therefore, it appears the Pre-Funded Units do not include Class A Ordinary Shares.

 We note the opinion filed as Exhibit 5.1 also
 does not opine on these shares, and you appear to separately reference the Class A Ordinary Shares underlying the Series A, Series B and
 Pre-Funded Warrants on the cover page. Please revise or advise.

 In response to the Staff's comments, we
 have revised the disclosure on the cover page of the Amendment No. 2 to the Registration Statement to clarify that the Pre-Funded Units
 do not include Class A Ordinary Shares by deleting "[u]p to 10,000,000 Class A Ordinary Shares included in the Pre-Funded Ordinary
 Units."

 2.

 We note your disclosure on the cover page of
 an "assumed public offering price" and your disclosure on page 15 that the number of Ordinary Units offered is "10,000,000
 Ordinary Units, based on an assumed public offering price of $0.50 per Ordinary Unit." We also note your disclosure in the Underwriting
 section that "[t]he offering price of the Ordinary Units (and Pre-Funded Ordinary Units, as applicable) is based on the last reported
 sale price of [y]our Class A Ordinary Shares on Nasdaq immediately prior to effectiveness of the registration statement of which this
 prospectus forms a part." Rather than disclosing only an assumed public offering price, revise the cover page to clearly disclose
 the offering price for the securities offered pursuant to this registration statement. Refer to Item 501(b)(3) of Regulation S-K. Alternatively,
 include a placeholder for this disclosure and confirm that you will include the actual public offering price in a prospectus supplement
 filed in accordance with Rule 430A.

 In response to the Staff's comments, we
 have revised the disclosure by including placeholders throughout Amendment No. 2 to the Registration Statement. The Company confirms that
 it will include the actual public offering price in a prospectus filed in accordance with Rule 430A.

 3.

 Please revise the cover page narrative and
 Summary to explain, if true, that as a result of the alternative cashless exercise feature you do not expect to receive any cash proceeds
 from the exercise of the Series B Warrants, or, upon a Share Combination Event, from exercise of the Series A Warrants, because it is
 highly unlikely that a warrant holder would wish to pay an exercise price to receive one share when they could choose the alternative
 cashless exercise option and pay no additional consideration to receive more than one share.

 In response to the Staff's comments, we
 have revised the disclosure on the cover page and pages 16 and 57 of Amendment No. 2 to the Registration Statement to explain that that
 as a result of the alternative cashless exercise feature, we do not expect to receive any cash proceeds from the exercise of the Series
 B Warrants, or, upon a Share Combination Event, from the exercise of the Series A Warrants.

 Summary of Risk Factors, page 9

 4.

 In comparing your China-based company disclosure
 against your Registration Statement on Form F-1 that went effective on August 22, 2024 (File No. 333-271474) we note certain changes to
 your disclosure appearing in the Summary and Risk Factor sections relating to legal and operational risks associated with operating in
 the PRC. It is unclear to us that there have been changes in the regulatory environment in the PRC since that Form F-1 was declared effective
 warranting revised disclosure to mitigate the challenges you face and related disclosures. Please restore your disclosures in these areas
 to the disclosures as they existed in your Form F-1 effective as of August 22, 2024.

 Specifically, we note that you no longer include
 the following Summary Risk Factor: "We may rely on dividends and other distributions on equity paid by the PRC subsidiaries to fund
 any cash and financing requirements we may have, and any limitation on the ability of the PRC subsidiaries to make payments to us could
 have a material and adverse effect on our ability to conduct our business." We note your Annual Report on Form 20-F for the fiscal
 year ended September 30, 2024, incorporated by reference herein, includes the following risk factor: "We rely to a significant extent
 on dividends and other distributions on equity paid by our subsidiaries to fund offshore cash and financing requirements and any limitation
 on the ability of the PRC subsidiaries to make remittance to pay dividends to us could limit our ability to access cash generated by the
 operations of those entities." Please include this disclosure as a Summary Risk Factor while noting the material adverse effect
 this may have on your ability to conduct your business, as was mentioned in the F-1 effective as of August 22, 2024.

 Additionally, we note that you deleted the
 following disclosure from the Risk Factors: "Any material delay in our ability to fully comply with new regulatory requirements
 may . . . cause significant disruption to our business operations, and severely damage our reputation, which would materially and adversely
 affect our financial condition and results of operations and cause our Ordinary Shares to significantly decline in value or become worthless."

 In response to the Staff's comments,
we restored our disclosure in the Summary of Risk Factors and Risk Factor sections relating to legal and operational risks associated
with operating in the PRC.

 Specifically, we have revised our disclosure on page 10 of
Amendment No. 2 to the Registration Statement by adding "[w]e rely to a significant extent on dividends and other
distributions on equity paid by our subsidiaries to fund offshore cash and financing requirements and any limitation on the ability
of the PRC subsidiaries to make remittance to pay dividends to us could limit our ability to access cash generated by the operations
of those entities, including to make investments or acquisitions that could be beneficial to our businesses, pay dividends to our
shareholders or otherwise fund and conduct our business, and therefore have a material and adverse effect on our ability to conduct
our business" into the Summary of Risk Factors.

 We have also revised our disclosure on page 18
 of Amendment No. 2 to the Registration Statement by adding a risk factor and including the following disclosure under such risk factor:
 "Any material delay in our ability to fully comply with new regulatory requirements may significantly limit or completely hinder
 our ability to offer or continue to offer our Class A Ordinary Shares, cause significant disruption to our business operations, and severely
 damage our reputation, which would materially and adversely affect our financial condition and results of operations and cause our Class
 A Ordinary Shares to significantly decline in value or become worthless."

 2

 Prospectus Summary

 Risks Relating to Our Capital Structure, page
11

 5.

 We note your disclosure of your dual class
 share structure. Please revise here and in the Risk Factor section to disclose that future issuances of Class B Ordinary Shares may be
 dilutive to holders of Class A Ordinary Shares.

 Please also revise to disclose the percentage
 of outstanding shares that Class B shareholders must keep to continue to control the outcome of matters submitted to shareholders for
 approval.

 In response to the Staff's comments, we
 have revised our disclosure on page 30 of Amendment No. 2 to the Registration Statement by adding a risk factor entitled "Future
 issuances of Class B Ordinary Shares may be dilutive to holders of Class A Ordinary Shares."

 We have also revised our disclosure on page
30 of Amendment No. 2 to the Registration Statement by adding the percentage of outstanding shares that Class B shareholders must keep
to continue to control the outcome of matters submitted to shareholders for approval.

 General

 6.

 We note your references throughout the prospectus
 to an "alternative cashless exercise" provision. The term "cashless exercise" is generally understood to allow
 a warrant holder to exercise a warrant without paying cash for the exercise price and reducing the number of shares receivable by the
 holder by an amount equal in value to an aggregate exercise price the holder would otherwise pay to exercise the warrant(s). In cashless
 exercises, it is expected that the warrant holder receives fewer shares than they would if they opted to pay the exercise price in cash.
 Please clarify your disclosure by removing the references to "alternative cashless exercise" and using the term "zero
 exercise price" exclusively or another appropriate term that conveys that, in addition to the Company receiving no cash upon the
 "alternative cashless exercise," the warrant holders would be entitled to receive more shares than they would under the cash
 exercise terms.

 In response to the Staff's comments, we
 have revised our disclosure throughout Amendment No. 2 to the Registration Statement by replacing "alternative cashless exercise"
 with "zero price exercise" or other appropriate terms.

 7.

 We note that your Series A Warrants have an
 exercise price reset feature in the event that a Share Combination Event occurs, in which case an alternative cashless exercise is also
 available to the holder. We note that, in the event the exercise price is reset, the number of Class A Ordinary Shares issuable would
 be increased such that the aggregate exercise price of the Series A Warrants on the issuance date for the Class A Ordinary Shares then
 outstanding would remain unchanged following such reset. We also note that the reset exercise price would be subject to the Series A Floor
 Price, but that the Series A Floor Price can be reduced by written notice to the holders of the Series A Warrants. Given that, in these
 circumstances, the Series A Floor Price can be set to any amount at your discretion, and the number of shares issuable would increase
 based on a lowering of the Series A Floor Price, please tell us how you calculated the maximum number of Class A Ordinary Shares that
 can be issued in the event an exercise price reset of the Series A Warrants occurs, and relatedly, how you determined the number of Class
 A Ordinary Shares that need to be registered on this registration statement.

 In response to the Staff's comments, we have revised the form
of Series A Warrant and disclosure on page 58 of Amendment No. 2 to the Registration Statement to confirm that the Floor Price cannot
be reduced by the Company's written notice to the holders of the Series A Warrants. Therefore, we have determined that the maximum
number of Class A Ordinary Shares that can be issued in the event an exercise price reset of the Series A Warrants occurs is 30,000,000.

 3

 8.

 We note the legal opinion filed as Exhibit
 5.2 states that the "Registration Statement relates to the following securities of the Company: . . . at the election of the purchasers,
 pre-funded ordinary units . . . in lieu of the Ordinary Units . . . and (iii) up to 30,000,000 Class A Ordinary Shares underlying the
 Warrants (the "Warrant Shares")." Please have counsel revise its opinion to include the total potential amount of Pre-Funded
 Ordinary Units that could be issued and the total amount of Class A Ordinary Shares underlying the Warrants that could be issued.

 Similarly, please have counsel quantify the
 total potential Class A Ordinary Shares that could be issued in the opinion filed as Exhibit 5.1.

 Please also have counsel revise the opinions
 filed as Exhibit 5.1 and Exhibit 5.2 to remove the assumption that the Company has taken all corporate actions necessary to authorize
 the issuance of the securities. Refer to Staff Legal Bulletin No. 19. 9.

 In response to the Staff's comments,
we have filed the revised legal opinions as Exhibit 5.1 and Exhibit 5.2 to Amendment No. 2 to the Registration Statement.

 9.

 We note that the opinion filed as Exhibit 5.2
 is "limited to the agreements specifically identified in exhibit 1.1 (Form of Underwriting Agreement), exhibit 4.2 (Form of Prefunded
 Warrant), exhibit 4.3 (Form of Series A Warrant), and exhibit 4.4 (Form of Series B Warrant, collectively with the Form of Pre-funded
 Warrant and the Form of Series A Warrant, the "Forms of Warrants") to the Registration Statement without regard to any agreement
 or other document referenced in any such agreement (including agreements or other documents incorporated by reference or attached or annexed
 thereto)." Please have counsel revise to remove this limitation. Refer to Staff Legal Bulletin No. 19.

 In response to the Staff's comments, we
 have filed the revised legal opinion as Exhibit 5.2 to Amendment No. 2 to the Registration
 Statement.

 10.

 We note your disclosure on the cover page that
 in February of 2025 you adopted an Amended and Restated Memorandum of Association and Articles of Association to, in part, reflect an
 increase in the Company's authorized share capital, as approved by shareholders. We note that you increased your authorized share
 capital from 100 million shares to 400 million shares. We note the Amended and Restated Memorandum of Association filed as Exhibit 3.1
 states that your authorized share capital is 100 million shares, and the effective date is August 22, 2024. The Amended and Restated Articles
 of Association filed as Exhibit 3.2 also has an effective date of August 22, 2024. Please revise to file your current Memorandum of Association
 and Articles of Association or advise.

 In response to the Staff's comments,
we have filed our current Memorandum and Articles of Association as Exhibit 3.1 to Amendment No. 2 to the Registration Statement.

 *****

 4

 We appreciate the assistance
the Staff has provided with its comments. If you have any questions, please do not hesitate to call our counsel, Ying Li, Esq., of Hunter
Taubman Fischer & Li LLC, at (212) 530-2206.

 Very truly yours,

 /s/ Shuang Wu

 Name:
 Shuang Wu

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

 cc:
 Ying Li, Esq.

 Hunter Taubman Fischer & Li LLC

 5

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 23, 2025

Shuang Wu
Chief Executive Officer
WORK Medical Technology Group LTD
Floor 23, No. 2 Tonghuinan Road
Xiaoshan District, Hangzhou City, Zhejiang Province
The People s Republic of China

 Re: WORK Medical Technology Group LTD
 Amendment No. 1 Registration Statement on Form F-1
 Filed April 9, 2025
 File No. 333-284006
Dear Shuang Wu:

 We have conducted a limited review of your registration statement and
have the
following comments.

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

 After reviewing any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments.

Amendment No. 1 to Registration Statement on Form F-1 filed April 9, 2025
Cover Page

1. We note you are registering "[u]p to 10,000,000 Class A Ordinary Shares
included in
 the Pre-Funded Ordinary Units." You describe the Pre-Funded Ordinary
Units as
 consisting of "one Pre-Funded Warrant, one Series A Warrant to purchase
one Class
 A Ordinary Share and one Series B Warrant to purchase one Class A
Ordinary Share."
 Therefore, it appears the Pre-Funded Units do not include Class A
Ordinary
 Shares. We note the opinion filed as Exhibit 5.1 also does not opine on
these shares,
 and you appear to separately reference the Class A Ordinary Shares
underlying the
 Series A, Series B and Pre-Funded Warrants on the cover page. Please
revise or
 advise.
 April 23, 2025
Page 2
2. We note your disclosure on the cover page of an "assumed public offering
price" and
 your disclosure on page 15 that the number of Ordinary Units offered is
"10,000,000
 Ordinary Units, based on an assumed public offering price of $0.50 per
Ordinary
 Unit." We also note your disclosure in the Underwriting section that
"[t]he offering
 price of the Ordinary Units (and Pre-Funded Ordinary Units, as
applicable) is based
 on the last reported sale price of [y]our Class A Ordinary Shares on
Nasdaq
 immediately prior to effectiveness of the registration statement of
which this
 prospectus forms a part." Rather than disclosing only an assumed public
offering
 price, revise the cover page to clearly disclose the offering price for
the securities
 offered pursuant to this registration statement. Refer to Item 501(b)(3)
of Regulation
 S-K. Alternatively, include a placeholder for this disclosure and
confirm that you will
 include the actual public offering price in a prospectus supplement
filed in accordance
 with Rule 430A.
3. Please revise the cover page narrative and Summary to explain, if true,
that as a result
 of the alternative cashless exercise feature you do not expect to
receive any cash
 proceeds from the exercise of the Series B Warrants, or, upon a Share
Combination
 Event, from exercise of the Series A Warrants, because it is highly
unlikely that a
 warrant holder would wish to pay an exercise price to receive one share
when they
 could choose the alternative cashless exercise option and pay no
additional
 consideration to receive more than one share.
Summary of Risk Factors, page 9

4. In comparing your China-based company disclosure against your
Registration
 Statement on Form F-1 that went effective on August 22, 2024 (File No.
333-271474)
 we note certain changes to your disclosure appearing in the Summary and
Risk Factor
 sections relating to legal and operational risks associated with
operating in the PRC. It
 is unclear to us that there have been changes in the regulatory
environment in the PRC
 since that Form F-1 was declared effective warranting revised disclosure
to mitigate
 the challenges you face and related disclosures. Please restore your
disclosures in
 these areas to the disclosures as they existed in your Form F-1
effective as of August
 22, 2024. Specifically, we note that you no longer include the following
Summary
 Risk Factor: "We may rely on dividends and other distributions on equity
paid by the
 PRC subsidiaries to fund any cash and financing requirements we may
have, and any
 limitation on the ability of the PRC subsidiaries to make payments to us
could have a
 material and adverse effect on our ability to conduct our business." We
note your
 Annual Report on Form 20-F for the fiscal year ended September 30, 2024,
 incorporated by reference herein, includes the following risk factor:
"We rely to a
 significant extent on dividends and other distributions on equity paid
by our
 subsidiaries to fund offshore cash and financing requirements and any
limitation on
 the ability of the PRC subsidiaries to make remittance to pay dividends
to us could
 limit our ability to access cash generated by the operations of those
entities." Please
 include this disclosure as a Summary Risk Factor while noting the
material adverse
 effect this may have on your ability to conduct your business, as was
mentioned in the
 F-1 effective as of August 22, 2024. Additionally, we note that you
deleted the
 following disclosure from the Risk Factors: "Any material delay in our
ability to fully
 comply with new regulatory requirements may . . . cause significant
disruption to our
 April 23, 2025
Page 3

 business operations, and severely damage our reputation, which would
materially and
 adversely affect our financial condition and results of operations and
cause our
 Ordinary Shares to significantly decline in value or become worthless."
Prospectus Summary
Risks Relating to Our Capital Structure, page 11

5. We note your disclosure of your dual class share structure. Please
revise here and in
 the Risk Factor section to disclose that future issuances of Class B
Ordinary Shares
 may be dilutive to holders of Class A Ordinary Shares. Please also
revise to disclose
 the percentage of outstanding shares that Class B shareholders must keep
to continue
 to control the outcome of matters submitted to shareholders for
approval.
General

6. We note your references throughout the prospectus to an "alternative
cashless
 exercise" provision. The term "cashless exercise" is generally
understood to allow a
 warrant holder to exercise a warrant without paying cash for the
exercise price and
 reducing the number of shares receivable by the holder by an amount
equal in value to
 an aggregate exercise price the holder would otherwise pay to exercise
the warrant(s).
 In cashless exercises, it is expected that the warrant holder receives
fewer shares
 than they would if they opted to pay the exercise price in cash. Please
clarify your
 disclosure by removing the references to "alternative cashless exercise"
and using the
 term "zero exercise price" exclusively or another appropriate term that
conveys that,
 in addition to the Company receiving no cash upon the "alternative
cashless exercise,"
 the warrant holders would be entitled to receive more shares than they
would under
 the cash exercise terms.
7. We note that your Series A Warrants have an exercise price reset feature
in the event
 that a Share Combination Event occurs, in which case an alternative
cashless exercise
 is also available to the holder. We note that, in the event the exercise
price is reset, the
 number of Class A Ordinary Shares issuable would be increased such that
the
 aggregate exercise price of the Series A Warrants on the issuance date
for the Class A
 Ordinary Shares then outstanding would remain unchanged following such
reset. We
 also note that the reset exercise price would be subject to the Series A
Floor Price, but
 that the Series A Floor Price can be reduced by written notice to the
holders of the
 Series A Warrants. Given that, in these circumstances, the Series A
Floor Price can be
 set to any amount at your discretion, and the number of shares issuable
would increase
 based on a lowering of the Series A Floor Price, please tell us how you
calculated the
 maximum number of Class A Ordinary Shares that can be issued in the
event an
 exercise price reset of the Series A Warrants occurs, and relatedly, how
you
 determined the number of Class A Ordinary Shares that need to be
registered on this
 registration statement.
8. We note the legal opinion filed as Exhibit 5.2 states that the
"Registration Statement
 relates to the following securities of the Company: . . . at the
election of the
 purchasers, pre-funded ordinary units . . . in lieu of the Ordinary
Units . . . and (iii) up
 to 30,000,000 Class A Ordinary Shares underlying the Warrants (the
"Warrant
 Shares")." Please have counsel revise its opinion to include the total
potential amount
 April 23, 2025
Page 4

 of Pre-Funded Ordinary Units that could be issued and the total amount
of Class A
 Ordinary Shares underlying the Warrants that could be issued. Similarly,
please have
 counsel quantify the total potential Class A Ordinary Shares that could
be issued in
 the opinion filed as Exhibit 5.1. Please also have counsel revise the
opinions filed as
 Exhibit 5.1 and Exhibit 5.2 to remove the assumption that the Company
has taken all
 corporate actions necessary to authorize the issuance of the securities.
Refer to Staff
 Legal Bulletin No. 19.
9. We note that the opinion filed as Exhibit 5.2 is "limited to the
agreements specifically
 identified in exhibit 1.1 (Form of Underwriting Agreement), exhibit 4.2
(Form of Pre-
 funded Warrant), exhibit 4.3 (Form of Series A Warrant), and exhibit 4.4
(Form of
 Series B Warrant, collectively with the Form of Pre-funded Warrant and
the Form of
 Series A Warrant, the "Forms of Warrants") to the Registration Statement
without
 regard to any agreement or other document referenced in any such
agreement
 (including agreements or other documents incorporated by reference or
attached or
 annexed thereto)." Please have counsel revise to remove this limitation.
Refer to Staff
 Legal Bulletin No. 19.
10. We note your disclosure on the cover page that in February of 2025 you
adopted an
 Amended and Restated Memorandum of Association and Articles of
Association to,
 in part, reflect an increase in the Company's authorized share capital,
as approved by
 shareholders. We note that you increased your authorized share capital
from 100
 million shares to 400 million shares. We note the Amended and Restated
 Memorandum of Association filed as Exhibit 3.1 states that your
authorized share
 capital is 100 million shares, and the effective date is August 22,
2024. The Amended
 and Restated Articles of Association filed as Exhibit 3.2 also has an
effective date of
 August 22, 2024. Please revise to file your current Memorandum of
Association and
 Articles of Association or advise.
 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 Nicholas O'Leary at 202-551-4451 or Margaret Sawicki at
202-551-
7153 with any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Industrial Applications and
 Services
cc: Ying Li, Esq.
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

December 26, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    WORK Medical Technology Group LTD

    Registration Statement on Form F-1

    File No. 333-284006

    Withdrawal of Acceleration Request

Ladies and Gentlemen:

Reference is made to our letter, filed as correspondence
via EDGAR on December 23, 2024, in which we, acting as the representative of the several underwriters, joined WORK Medical Technology
Group LTD’s request for acceleration of the effective date of the above-referenced Registration Statement for 5:30 p.m., Eastern
Time, December 27, 2024. WORK Medical Technology Group LTD is no longer requesting that such Registration Statement be declared effective
at this time and we hereby formally withdraw our request for acceleration of the effective date.

[Signature Page to Follow]

    Very truly yours,

    UNIVEST SECURITIES, LLC

    As Representative of the Several Underwriters

    Named in the Underwriting Agreement

    By:
    /s/ Edric Guo

    Name:
    Edric Guo

    Title:
    Chief Executive Officer

[Signature Page to Underwriters’ Withdrawal
Request]

CORRESP
1
filename1.htm

WORK Medical Technology Group LTD

December 26, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Nicholas O’Leary

    Re:
    WORK Medical Technology Group LTD

    Withdrawal of Acceleration Request - Registration Statement on Form F-1

    File No. 333-284006

Ladies and Gentlemen:

Reference is made to our letter, filed as correspondence
via EDGAR on December 23, 2024, in which we requested the acceleration of the effective date of the above-referenced Registration Statement
for Friday, December 27, 2024, at 5:30 p.m., Eastern Time, or as soon thereafter as possible, in accordance with Rule 461 under the Securities
Act of 1933, as amended. We are no longer requesting that such Registration Statement be declared effective at this time and we hereby
formally withdraw our request for acceleration of the effective date.

    Very truly yours,

    WORK Medical Technology Group LTD

    By:
    /s/ Shuang Wu

    Name:
    Shuang Wu

    Title:
    Chief Executive Director

CORRESP
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WORK Medical Technology Group LTD

December 23, 2024

Via EDGAR

Division of Corporation Finance

Office of Industrial Applications and Services

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

    Attention:
    Nicholas O’Leary

    Re:
    WORK Medical Technology Group LTD

    Registration Statement on Form F-1

    Initially Filed on December 23, 2024

    File No. 333-284006

Ladies and Gentlemen:

In accordance with Rule 461
of the General Rules and Regulations under the Securities Act of 1933, as amended, WORK Medical Technology Group LTD 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 5:30 p.m., Eastern Time, on December 27, 2024, or as soon thereafter as practicable.

    Very truly yours,

    WORK Medical Technology Group LTD

    By:
    /s/ Shuang Wu

    Name:
    Shuang Wu

    Title:
    Chief Executive Director

CORRESP
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December 23, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    WORK Medical Technology Group LTD

    Registration Statement on Form F-1

    File No. 333-284006

    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”), Univest Securities, LLC, as the representative
of the several underwriters, hereby joins in the request of WORK Medical Technology Group LTD for acceleration of the effective date of
the above-referenced registration statement on Form F-1 (the “Registration Statement”), so that it becomes effective
as of 5:30 p.m. Eastern Time on Friday, December 27, 2024, 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, who is reasonably anticipated
to be invited to participate in the distribution of the securities, 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,

    UNIVEST SECURITIES, LLC

    As Representative of the Several Underwriters

    Named in the Underwriting Agreement

    By:
    /s/ Edric Guo

    Name:
    Edric Guo

    Title:
    Chief Executive Officer

[Signature Page to Underwriters’ Acceleration
Request]

December 9, 2024
Shuang Wu
Chief Executive Officer
WORK Medical Technology Group LTD
Floor 23, No. 2 Tonghuinan Road
Xiaoshan District, Hangzhou City, Zhejiang Province
The People’s Republic of China
Re:WORK Medical Technology Group LTD
Draft Registration Statement on Form F-1
Submitted December 2, 2024
CIK No. 0001929783
Dear Shuang Wu:
            This is to advise you that we do not intend to review your registration statement.
            We request that you publicly file your registration statement no later than 48 hours
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 Nicholas O'Leary at 202-551-4451 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:Ying Li, Esq.

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Kingswood Capital Partners, LLC

7280 W. Palmetto Park Rd.

Suite 301

Boca Raton, FL 33433

VIA EDGAR

August 20, 2024

Division of Corporation Finance

Office of Industrial Applications and Services

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

    Attention:
    Michael Fay

    Daniel Gordon

    Juan Grana

    Katherine Bagley

    Re:
    WORK Medical Technology Group LTD

    Registration
Statement on Form F-1, as amended

File No. 333-271474

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, Kingswood Capital Partners, LLC, as representative
of the several underwriters, hereby joins WORK Medical Technology Group LTD 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 August 22, 2024, or as soon thereafter as practicable.

Pursuant to Rule 460 under the Act, we wish to advise
you that we have distributed as many copies of the preliminary prospectus dated August 2, 2024, to selected dealers, institutions and
others as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

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

Sincerely,

KINGSWOOD CAPITAL PARTNERS, LLC

    By:
     /s/ Tyler Bashaw

    Name:
    Tyler Bashaw

    Title:
    Director

CORRESP
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WORK Medical Technology
Group LTD

August 20, 2024

Via EDGAR

Division of Corporation Finance

Office of Industrial Applications and Services

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

    Attention:
    Michael Fay

    Daniel Gordon

    Juan Grana

    Katherine Bagley

    Re:
    WORK Medical Technology Group LTD

    Registration Statement on Form F-1, as amended

    Initially Filed on April 27, 2023

    File No. 333-271474

Ladies and Gentlemen:

In accordance with Rule 461
of the General Rules and Regulations under the Securities Act of 1933, as amended, WORK Medical Technology Group LTD 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 August 22, 2024, or as soon thereafter as practicable.

    Very truly yours,

    WORK Medical Technology Group LTD

    By:
    /s/ Shuang Wu

    Name:
     Shuang Wu

    Title:
    Chief Executive Director

CORRESP
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WORK Medical Technology Group LTD

August 2, 2024

Via EDGAR

Division of Corporation Finance

Office of Industrial Applications and Services

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

    Attention:
    Michael Fay

    Daniel Gordon

    Margaret Sawicki

    Katherine Bagley

    Re:
    WORK Medical Technology Group LTD

    Amendment No. 13 to Registration Statement on Form F-1

    Filed July 17, 2024

    File No. 333-271474

Ladies and Gentlemen:

This letter is in response to the oral comments
from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) on July 29, 2024
addressed to WORK Medical Technology Group LTD (the “Company,” “we” and “our”). For ease of reference,
we have recited the Commission’s comments in this response and numbered them accordingly. An amended registration statement on Form
F-1 (“Amendment No. 14 to the Registration Statement”) is being submitted to accompany this letter.

Amendment No. 13 to Registration Statement
on Form F-1, Filed July 17, 2024

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

Financing Activities, page 72

 1. We note your response to comment No. 2 and reissue the
comment in part: please revise your disclosure to clarify whether the short-term bank borrowings were repaid for the six months ended
March 31, 2024, and proceeds from short term bank borrowings of $650,758 for the six months ended March 31, 2023 were also in connection
with the working capital loan agreement between Hangzhou Woli and China CITIC Bank dated December 20, 2023. If not, please briefly describe
the material terms of your short-term bank borrowings. Please also identify the related parties in this sub-section.

In response to the Staff’s comments, we
revised the disclosure on pages 72 and 73 of Amendment No. 14 to the Registration Statement.

Exhibits

 2. Please update the date of Exhibit 23.1 Consent of WWC,
P.C. Please update the offering details in Exhibit 5.1 Opinion of Ogier (Cayman) LLP regarding the validity of the Ordinary Shares being
registered. Please update Exhibit 99.7 Opinion of Jingtian & Gongcheng to add “cover page” and “business”
in opinion No. 3.

In response to the Staff’s comments, we
updated the exhibits accordingly.

We appreciate the assistance the Staff has provided
with its comments. If you have any questions, please do not hesitate to call our counsel, Ying Li, Esq., of Hunter Taubman Fischer &
Li LLC, at (212) 530-2206.

Very truly yours,

    /s/ Shuang Wu

    Name:
    Shuang Wu

    Title:
    Chief Executive Officer, Director, and

Chairman of the Board of Directors

cc: Ying Li, Esq.

Hunter Taubman Fischer & Li LLC

CORRESP
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WORK
Medical Technology Group LTD

July
17, 2024

Via
EDGAR

Division
of Corporation Finance

Office
of Industrial Applications and Services

U.S.
Securities and Exchange Commission

100
F Street, NE

Washington,
D.C., 20549

    Attention:
    Michael Fay

    Daniel Gordon

    Margaret Sawicki

    Katherine Bagley

    Re:
    WORK Medical Technology
    Group LTD

    Amendment No. 12 to
    Registration Statement on Form F-1

    Filed July 5, 2024

    File No. 333-271474

Ladies
and Gentlemen:

This
letter is in response to the letter dated July 12, 2024, from the staff (the “Staff”) of the U.S. Securities and Exchange
Commission (the “Commission”) addressed to WORK Medical Technology Group LTD (the “Company,” “we”
and “our”). For ease of reference, we have recited the Commission’s comments in this response and numbered them accordingly.
An amended registration statement on Form F-1 (“Amendment No. 13 to the Registration Statement”) is being submitted to accompany
this letter.

Amendment
No. 12 to Registration Statement on Form F-1, Filed July 5, 2024

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

Business
Overview, page 66

1.
We note your revised disclosure that the decrease in sales for the period ended March 31, 2024 was primarily due to the decrease in demand
and unit price of masks. Please disclose whether you expect this trend to continue in future financial periods, and revise your filing
to add a risk factor discussing the risks to your business related to a decrease in demand and unit price of masks.

In
response to the Staff’s comments, we revised the disclosure on pages 36 and 66 of Amendment No. 13 to the Registration Statement.

Financing
Activities, page 72

2.
We note your revised disclosure that, for the six months ended March 31, 2024, net cash provided by financing activities was $6,556,704,
which mainly consisted of proceeds from short-term bank borrowings of $6,244,449. Please revise your disclosure to briefly describe the
material terms of your short-term bank borrowings.

In
response to the Staff’s comments, we revised the disclosure on page 72 of Amendment No. 13 to the Registration Statement.

Unaudited
Interim Financial Statements

Unaudited
Condensed Consolidated Balance Sheets, page F-31

3.
Please explain to us the reason for the increase in advance to suppliers from $3,469,819 to $7,335,849. In addition, please clarify for
us any amount of advance to suppliers that relates to masks or the supplies to produce masks.

In
response to the Staff’s comments, we revised the disclosure on page F-37 of Amendment No. 13 to the Registration Statement. We
respectively advise the Staff that among the advances to suppliers of approximately $7.34 million, approximately $7.25 million was advanced
to suppliers relating to medical devices other than masks (including the supplies to produce medical devices other than masks), medical
consumables, and other services, and approximately $0.09 million was advanced to suppliers relating to masks (including the supplies
to produce masks).

Inventories,
Net, page F-40

4.
We note the decline in revenue attributable to masks on page F-38, from $4,752,892 to $566,549. Please tell us the amount of each component
of inventories as of March 31, 2024 that is attributable to masks and the amount of mask related inventory you do not expect to consume
within 12 months of the balance sheet date, if any. If there is any significant amount that you do not expect to consume within 12 months
of the balance sheet date, please clarify for us how you determined a write down to net realizable value was not required. In this regard,
we note impairment was nil for the six months ended March 31, 2024.

In
response to the Staff’s comments, we respectively advise the Staff that the amount of our inventories related to masks were $1.17
million, $0.08 million of which has been recorded as impairment allowance. Raw materials, work in progress, and finished goods attributable
to masks totaled $0.20 million, $0.19 million, and $0.78 million, respectively. We recorded $0.49 million in revenue from sales of masks
from April 1, 2024 to July 15, 2024, and all of mask-related inventories were expected to be consumed within 12 months of the balance
sheet date.

We
respectfully advise the Staff that our management conducted an analysis of its outstanding inventory as of March 31, 2024 and then reviewed
subsequent sales data up to the end of June 2024. As part of the analysis, management investigated the data of each product, with specific
emphasis on masks. Our management made the following observations during the investigation: 1) low-end masks with low unit price only
constituted a relatively small portion of the Company’s inventory at March 31, 2024, and these products were the most heavily impacted
by price declines and recorded impairment losses in previous years; 2) the Company had already recorded impairment charges during the
year ended September 30, 2023 to reflect inventory at net realizable value; and 3) masks subject to price declines were not slow-moving,
and the unit sales price has stabilized since February 2024. We expect all these masks will be sold within the next twelve months without
further material impairment. Based on these observations, our management concluded that further impairment beyond the amount recorded
as of September 30, 2023 would be immaterial and unnecessary.

We
appreciate the assistance the Staff has provided with its comments. If you have any questions, please do not hesitate to call our counsel,
Ying Li, Esq., of Hunter Taubman Fischer & Li LLC, at (212) 530-2206.

Very
truly yours,

    /s/
    Shuang Wu

    Name:
    Shuang Wu

    Title:
    Chief Executive Officer, Director, and

    Chairman of the Board of Directors

cc:
Ying Li, Esq.

Hunter
Taubman Fischer & Li LLC

July 12, 2024
Shuang Wu
Chief Executive Officer
WORK Medical Technology LTD
Floor 23, No. 2 Tonghuinan Road
Xiaoshan District, Hangzhou City, Zhejiang Province
The People’s Republic of China
Re:WORK Medical Technology LTD
Amendment No. 12 to Registration Statement on Form F-1
Filed July 5, 2024
File No. 333-271474
Dear Shuang Wu:
            We have reviewed your amended 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.
Amendment No. 12 to Registration Statement on Form F-1
Management's Discussion and Analysis of Financial Condition and Results of Operations
Business Overview, page 66
1.We note your revised disclosure that the decrease in sales for the period ended March 31,
2024 was primarily due to the decrease in demand and unit price of masks. Please disclose
whether you expect this trend to continue in future financial periods, and revise your
filing to add a risk factor discussing the risks to your business related to a decrease in
demand and unit price of masks.
Financing Activities, page 72
We note your revised disclosure that, for the six months ended March 31, 2024, net cash
provided by financing activities was $6,556,704, which mainly consisted of proceeds
from short-term bank borrowings of $6,244,449. Please revise your disclosure to briefly 2.

July 12, 2024
Page 2
describe the material terms of your short-term bank borrowings.
Unaudited Interim Financial Statements
Unaudited Condensed Consolidated Balance Sheets, page F-31
3.Please explain to us the reason for the increase in advance to suppliers from $3,469,819 to
$7,335,849. In addition, please clarify for us any amount of advance to suppliers that
relates to masks or the supplies to produce masks.
4. Inventories, Net, page F-40
4.We note the decline in revenue attributable to masks on page F-38, from $4,752,892 to
$566,549. Please tell us the amount of each component of inventories as of March 31,
2024 that is attributable to masks and the amount of mask related inventory you do not
expect to consume within 12 months of the balance sheet date, if any. If there is any
significant amount that you do not expect to consume within 12 months of the balance
sheet date, please clarify for us how you determined a write down to net realizable value
was not required. In this regard, we note impairment was nil for the six months ended
March 31, 2024.
            Please contact Michael Fay at 202-551-3812 or Daniel Gordon at 202-551-3486 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:Ying Li, Esq.

CORRESP
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WORK Medical Technology Group LTD

May
17, 2024

Via EDGAR

Division of Corporation Finance

Office of Industrial Applications and Services

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

    Attention:
    Michael Fay

    Daniel Gordon

    Margaret Sawicki

    Katherine Bagley

    Re:
    WORK Medical Technology Group LTD

    Amendment No. 10 to Registration Statement on Form F-1

    Filed May 6, 2024

    File No. 333-271474

Ladies and Gentlemen:

This letter is in response to the letter dated
May 15, 2024, from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) addressed
to WORK Medical Technology Group LTD (the “Company,” “we” and “our”). For ease of reference, we have
recited the Commission’s comments in this response and numbered them accordingly. An amended registration statement on Form F-1
(“Amendment No. 11 to the Registration Statement”) is being submitted to accompany this letter.

Amendment No. 10 to Registration Statement
on Form F-1, Filed May 6, 2024

Capitalization, page 58

1. Note (1) sets forth that the “As Adjusted”
cash has been reduced for all expenses of the offering, but the actual cash of $1,637,283 and the net proceeds of $5,603,544 does not
add to $8,667,283. The difference appears to be the expenses of the offering identified on page 161. Please correct the As Adjusted cash
amount if necessary or clarify the reason for the difference.

In response to the Staff’s comments, we
revised the disclosure on page 58 of Amendment No. 11 to the Registration Statement.

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

Liquidity and Capital Resources, page 68

2. We note your updated disclosure that as
of May 1, 2024, approximately $2,630,000 of accounts receivable outstanding as of September 30, 2023 has been subsequently collected in
cash, with approximately $700,000 remaining outstanding, net. In prior disclosure, we note that as of February 5, 2024 approximately $2,580,0000
of accounts receivable outstanding as of September 30, 2023 has been subsequently collected in cash. Accordingly, approximately $50,000
of collections occurred over the recent three month period. Please revise your disclosure to address whether collections have slowed and
whether you expect to collect the remaining September 30, 2023 amounts still outstanding. Please also disclose the amount of any accounts
receivable outstanding as of September 30, 2023 that have been subsequently determined to be uncollectible and that will be recorded as
bad debt expense.

In response to the Staff’s comments, we
revised the disclosure on page 68 of Amendment No. 11 to the Registration Statement.

Underwriting

Lock-Up Agreements, page 158

3. We note your disclosure that your officers,
directors, and certain shareholders have agreed, subject to certain exceptions, to enter into lock-up agreements for a period of three
or six months after the offering is completed. Please revise your disclosure throughout the registration statement to clarify which parties
entered into a three month or a six month lock-up period and the “certain exceptions” to which you refer.

In response to the Staff’s comments, we
revised the disclosure on pages 17, 147, and 158 of Amendment No. 11 to the Registration Statement.

We appreciate the assistance the Staff has provided
with its comments. If you have any questions, please do not hesitate to call our counsel, Ying Li, Esq., of Hunter Taubman Fischer &
Li LLC, at (212) 530-2206.

Very truly yours,

    /s/ Shuang Wu

    Name:
    Shuang Wu

    Title:
    Chief Executive Officer, Director, and

Chairman of the Board of Directors

cc: Ying Li, Esq.

Hunter Taubman Fischer & Li LLC

United States securities and exchange commission logo
May 15, 2024
Shuang Wu
Chief Executive Officer
WORK Medical Technology LTD
Floor 23, No. 2 Tonghuinan Road
Xiaoshan District, Hangzhou City, Zhejiang Province
The People’s Republic of China
Re:WORK Medical Technology LTD
Amendment No. 10 to Registration Statement on Form F-1
Filed May 6, 2024
File No. 333-271474
Dear Shuang Wu:
            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. 10 to Registration Statement on Form F-1
Capitalization, page 58
1.Note (1) sets forth that the "As Adjusted" cash has been reduced for all expenses of the
offering, but the actual cash of $1,637,283 and the net proceeds of $5,603,544 does not
add to $8,667,283. The difference appears to be the expenses of the offering identified on
page 161. Please correct the As Adjusted cash amount if necessary or clarify the reason
for the difference.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Liquidity and Capital Resources, page 68
2.We note your updated disclosure that as of May 1, 2024, approximately $2,630,000 of
accounts receivable outstanding as of September 30, 2023 has been subsequently collected
in cash, with approximately $700,000 remaining outstanding, net. In prior disclosure, we

 FirstName LastNameShuang Wu
 Comapany NameWORK Medical Technology LTD
 May 15, 2024 Page 2
 FirstName LastName
Shuang Wu
WORK Medical Technology LTD
May 15, 2024
Page 2
note that as of February 5, 2024 approximately $2,580,0000 of accounts receivable
outstanding as of September 30, 2023 has been subsequently collected in cash.
Accordingly, approximately $50,000 of collections occurred over the recent three month
period. Please revise your disclosure to address whether collections have slowed and
whether you expect to collect the remaining September 30, 2023 amounts still
outstanding. Please also disclose the amount of any accounts receivable outstanding as of
September 30, 2023 that have been subsequently determined to be uncollectible and that
will be recorded as bad debt expense.
Underwriting
Lock-Up Agreements, page 158
3.We note your disclosure that your officers, directors, and certain shareholders have
agreed, subject to certain exceptions, to enter into lock-up agreements for a period of three
or six months after the offering is completed. Please revise your disclosure throughout the
registration statement to clarify which parties entered into a three month or a six month
lock-up period and the "certain exceptions" to which you refer.
            Please contact Michael Fay at 202-551-3812 or Daniel Gordon at 202-551-3486 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:       Ying Li, Esq.

CORRESP
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WORK Medical Technology Group LTD

March 5, 2024

Via EDGAR

Division of Corporation Finance

Office of Industrial Applications and Services

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

    Attention:
    Michael Fay

    Daniel Gordon

    Margaret Sawicki

    Katherine Bagley

    Re:
    WORK Medical Technology Group LTD

    Amendment No. 7 to Registration Statement on Form F-1

    Filed February 12, 2024

    File No. 333-271474

Ladies and Gentlemen:

This letter is in response to the letter dated
February 26, 2024, from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”)
addressed to WORK Medical Technology Group LTD (the “Company,” “we” and “our”). For ease of reference,
we have recited the Commission’s comments in this response and numbered them accordingly. An amended registration statement on Form
F-1 (“Amendment No. 8 to the Registration Statement”) is being submitted to accompany this letter.

Amendment No. 7 to Registration Statement on
Form F-1, Filed February 12, 2024

Distribution Network, page 4

1. We note your disclosure that the total number
of direct and indirect customer relationships established overseas through the PRC subsidiaries’ exporting distributors was approximately
50 and 100 as of September 30, 2023 and 2022, respectively, and that the decline was attributed to a decreased demand for masks and other
medical devices overseas following the easing of COVID-19 restrictions and the diminishing impact of the pandemic since the first quarter
of 2023, along with the PRC subsidiaries having placed more emphasis on screening client qualifications, preferring to collaborate with
major clients, which has resulted in reduced number of clients. Please disclose whether you expect this trend to continue in future financial
periods and the related impact to your business and operations if the number of customer relationships continues to decline.

In response to the Staff’s comments, we
revised the disclosure on page 4 of Amendment No. 8 to the Registration Statement.

Dividends and Other Distributions, page 9

2. We note that you have removed disclosure
quantifying certain cash transfers as of certain financial periods in the filing. Please reinstate this disclosure, and state whether
any transfers, dividends, or distributions have been made to date between the company and its subsidiaries, and quantify the amounts where
applicable.

In response to the Staff’s comments, we
reinstated the disclosure on the cover page and page 9 of Amendment No. 8 to the Registration Statement. We revised the disclosure on
the same pages to state that there have not been any transfers, dividends, or distributions made to date among the Company and its subsidiaries.

General

3. We note your revisions to prior comment
1 and reissue in part. Since the filing of the amendment on November 6, 2023, certain disclosure appearing on the cover page, Summary,
Risk Factor and Regulation sections relating to legal and operational risks associated with operating in China and PRC regulations has
been removed, and we do not believe that your revised disclosure continues to convey the same risk. Please restore your disclosures in
these areas to the disclosures as they existed in your amendment filed on November 6, 2023.

In response to the Staff’s comments, we
restored our disclosure relating to legal and operational risks associated with operating in China and PRC regulations to the disclosure
as they existed in the registration statement as of November 6, 2023.

Regarding the deletions of the risk factors entitled
“The PRC subsidiaries rights to use one of their own properties could be challenged by not obtaining the property ownership certificate
as required by law, which may disrupt their operations” and “The PRC subsidiaries’ rights to use their leased warehouse
and parking area could be challenged by governmental authorities, due to the lessor’s failure to obtain the property ownership certificate
as required by law and their rights to use their leased land could be challenged by governmental authorities, due to the lessor’s
failure to comply with legal procedures related to land lease, which may disrupt their operations” in the Risk Factors section in
Amendment No. 7 to Registration Statement on Form F-1 filed on February 12, 2024, we respectfully advise the Staff that these have been
merged into a single risk factor entitled “The PRC subsidiaries’ rights to use their leased warehouses, a parking area, one
R&D production space, and two offices could be challenged by governmental authorities, due to the lessor’s failure to obtain
the property ownership certificate as required by law, and their rights to use the leased collectively managed construction land could
be challenged by governmental authorities, due to the lessor’s failure to comply with legal procedures related to land lease. Failure
to comply with administrative or regulatory requirements with respect to property leased by the PRC subsidiaries may disrupt their usage
and occupancy rights and could result in penalties and dispossession from such properties, which may disrupt their operations.”

Regarding the deletions in the Regulation section
in Amendment No. 7 to Registration Statement on Form F-1 filed on February 12, 2024, we respectfully advise the Staff that the deletion
of “Administration of Foreign Debt Tentative Procedures” was made because it is identical to the “Provisional Measures
on Administration of Foreign Debt” mentioned in the same paragraph. Furthermore, the deletion of the “Detailed Rules for the
Implementation of Provisional Regulations on Statistics and Supervision of External Debt” was made because it expired on March 16,
2023.

We appreciate the assistance the Staff has provided
with its comments. If you have any questions, please do not hesitate to call our counsel, Ying Li, Esq., of Hunter Taubman Fischer &
Li LLC, at (212) 530-2206.

Very truly yours,

    /s/ Shuang Wu

    Name:
    Shuang Wu

    Title:
    Chief Executive Officer, Director, and

Chairman of the Board of Directors

cc: Ying Li, Esq.

Hunter Taubman Fischer & Li LLC

United States securities and exchange commission logo
February 26, 2024
Shuang Wu
Chief Executive Officer
WORK Medical Technology LTD
Floor 23, No. 2 Tonghuinan Road
Xiaoshan District, Hangzhou City, Zhejiang Province
The People’s Republic of China
Re:WORK Medical Technology LTD
Amendment No. 7 to Registration Statement on Form F-1
Filed February 12, 2024
File No. 333-271474
Dear Shuang Wu:
            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 January 10, 2024 letter.
Amendment No. 7 to Registration Statement on Form F-1, Filed February 12, 2024
Distribution Network, page 4
1.We note your disclosure that the total number of direct and indirect customer relationships
established overseas through the PRC subsidiaries' exporting distributors was
approximately 50 and 100 as of September 30, 2023 and 2022, respectively, and that the
decline was attributed to a decreased demand for masks and other medical devices
overseas following the easing of COVID-19 restrictions and the diminishing impact of the
pandemic since the first quarter of 2023, along with the PRC subsidiaries having placed
more emphasis on screening client qualifications, preferring to collaborate with major
clients, which has resulted in reduced number of clients. Please disclose whether you
expect this trend to continue in future financial periods and the related impact to your
business and operations if the number of customer relationships continues to decline.

 FirstName LastNameShuang Wu
 Comapany NameWORK Medical Technology LTD
 February 26, 2024 Page 2
 FirstName LastName
Shuang Wu
WORK Medical Technology LTD
February 26, 2024
Page 2
Dividends and Other Distributions, page 9
2.We note that you have removed disclosure quantifying certain cash transfers as of certain
financial periods in the filing. Please reinstate this disclosure, and state whether any
transfers, dividends, or distributions have been made to date between the company and its
subsidiaries, and quantify the amounts where applicable.
General
3.We note your revisions to prior comment 1 and reissue in part. Since the filing of the
amendment on November 6, 2023, certain disclosure appearing on the cover page,
Summary, Risk Factor and Regulation sections relating to legal and operational risks
associated with operating in China and PRC regulations has been removed, and we do not
believe that your revised disclosure continues to convey the same risk. Please restore your
disclosures in these areas to the disclosures as they existed in your amendment filed on
November 6, 2023.
            Please contact Michael Fay at 202-551-3812 or Daniel Gordon at 202-551-3486 if you
have questions regarding comments on the financial statements and related matters. Please
contact Margaret Sawicki at 202-551-7153 or Katherine Bagley at 202-551-2545 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Ying Li, Esq.

CORRESP
1
filename1.htm

WORK Medical Technology Group LTD

February 9, 2024

Via EDGAR

Division of Corporation Finance

Office of Industrial Applications and Services

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

    Attention:
    Michael Fay

    Daniel Gordon

    Margaret Sawicki

    Katherine Bagley

    Re:
    WORK Medical Technology Group LTD

    Amendment No. 6 to Registration Statement on Form F-1

    Filed January 2, 2024

    File No. 333-271474

Ladies and Gentlemen:

This letter is in response to the letter dated
January 10, 2024, from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”)
addressed to WORK Medical Technology Group LTD (the “Company,” “we” and “our”). For ease of reference,
we have recited the Commission’s comments in this response and numbered them accordingly. An amended registration statement on Form
F-1 (“Amendment No. 7 to the Registration Statement”) is being submitted to accompany this letter.

Amendment No. 6 to Registration Statement on
Form F-1

General

1. We note your response to prior comment 1
and the revisions to your disclosure appearing on the cover page, Prospectus Summary, Risk Factors and Management’s Discussion and
Analysis of Financial Condition and Results of Operations sections, relating to legal and operational risks associated with operating
in China and PRC regulations. It is unclear to us that there have been changes in the regulatory environment in the PRC since the amendment
that was filed on November 6, 2023 warranting revised disclosure to mitigate the challenges you face and related disclosures. The Sample
Letters to China-Based Companies sought specific disclosure relating to the risk that the PRC government may intervene in or influence
your operations at any time, or may exert control over operations of your business, which could result in a material change in your operations
and/or the value of the securities you are registering for sale. We remind you that, pursuant to federal securities rules, the term “control”
(including the terms “controlling,” “controlled by,” and “under common control with”) as defined in
Securities Act Rule 405 means “the possession, direct or indirect, of the power to direct or cause the direction of the management
and policies of a person, whether through the ownership of voting securities, by contract, or otherwise.” The Sample Letters also
sought specific disclosures relating to uncertainties regarding the enforcement of laws and that the rules and regulations in China can
change quickly with little advance notice. We do not believe that your revised disclosure conveys the same risk. Please restore your disclosures
in these areas to the disclosures as they existed in the registration statement as of November 6, 2023.

In response to the Staff’s comments, we
restored our disclosure relating to legal and operational risks associated with operating in China and PRC regulations to the disclosure
as they existed in the registration statement as of November 6, 2023.

We appreciate the assistance the Staff has provided
with its comments. If you have any questions, please do not hesitate to call our counsel, Ying Li, Esq., of Hunter Taubman Fischer &
Li LLC, at (212) 530-2206.

Very truly yours,

    /s/ Shuang Wu

    Name:
    Shuang Wu

    Title:
    Chief Executive Officer, Director, and

Chairman of the Board of Directors

cc: Ying Li, Esq.

Hunter Taubman Fischer & Li LLC

United States securities and exchange commission logo
January 10, 2024
Shuang Wu
Chief Executive Officer
WORK Medical Technology LTD
Floor 23, No. 2 Tonghuinan Road
Xiaoshan District, Hangzhou City, Zhejiang Province
The People’s Republic of China
Re:WORK Medical Technology LTD
Amendment No. 6 to Registration Statement on Form F-1
Filed January 2, 2024
File No. 333-271474
Dear Shuang Wu:
            We have reviewed your amended 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. Unless we note otherwise,
any references to prior comments are to comments in our November 20, 2023 letter.
Amendment No. 6 to Registration Statement on Form F-1, Filed January 2, 2024
General
1.We note your response to prior comment 1 and the revisions to your disclosure appearing
on the cover page, Prospectus Summary, Risk Factors and Management's Discussion and
Analysis of Financial Condition and Results of Operations sections, relating to legal and
operational risks associated with operating in China and PRC regulations. It is unclear to
us that there have been changes in the regulatory environment in the PRC since the
amendment that was filed on November 6, 2023 warranting revised disclosure to mitigate
the challenges you face and related disclosures. The Sample Letters to China-Based
Companies sought specific disclosure relating to the risk that the PRC government may
intervene in or influence your operations at any time, or may exert control over operations
of your business, which could result in a material change in your operations and/or the

 FirstName LastNameShuang Wu
 Comapany NameWORK Medical Technology LTD
 January 10, 2024 Page 2
 FirstName LastName
Shuang Wu
WORK Medical Technology LTD
January 10, 2024
Page 2
value of the securities you are registering for sale. We remind you that, pursuant to federal
securities rules, the term “control” (including the terms “controlling,” “controlled by,” and
“under common control with”) as defined in Securities Act Rule 405 means “the
possession, direct or indirect, of the power to direct or cause the direction of the
management and policies of a person, whether through the ownership of voting securities,
by contract, or otherwise.” The Sample Letters also sought specific disclosures relating to
uncertainties regarding the enforcement of laws and that the rules and regulations in China
can change quickly with little advance notice. We do not believe that your revised
disclosure conveys the same risk. Please restore your disclosures in these areas to the
disclosures as they existed in the registration statement as of November 6, 2023.
            Please contact Michael Fay at 202-551-3812 or Daniel Gordon at 202-551-3486 if you
have questions regarding comments on the financial statements and related matters. Please
contact Margaret Sawicki at 202-551-7153 or Katherine Bagley at 202-551-2545 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Ying Li, Esq.

CORRESP
1
filename1.htm

WORK Medical Technology Group LTD

December 29, 2023

Via EDGAR

Division of Corporation Finance

Office of Industrial Applications and Services

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

    Attention:
    Michael Fay

    Daniel Gordon

    Margaret Schwartz

    Katherine Bagley

    Re:
    WORK Medical Technology Group LTD

    Amendment No. 5 to Registration Statement on Form F-1

    Filed on November 6, 2023

    File No. 333-271474

Ladies and Gentlemen:

This letter is in response to the letter dated
November 20, 2023, from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”)
addressed to WORK Medical Technology Group LTD (the “Company,” “we” and “our”). For ease of reference,
we have recited the Commission’s comments in this response and numbered them accordingly. An amended registration statement on Form F-1 (“Amendment No. 6 to the Registration Statement”) is
being submitted to accompany this letter.

Amendment No. 5 to Registration Statement
on Form F-1

General

1. It appears you will be requesting effectiveness
of your F-1 registration statement before completing the CSRC process. Please confirm in writing that you will notify us promptly of any
changes to your disclosure regarding or requested by the CSRC.

Response: We respectfully advise the Staff that
the Company completed the filing procedures with the CSRC on December 21, 2023. We have accordingly revised our disclosure in Amendment
No. 6 to the Registration Statement, per the request from the CSRC.

We appreciate the assistance the Staff has provided
with its comments. If you have any questions, please do not hesitate to call our counsel, Ying Li, Esq., of Hunter Taubman Fischer &
Li LLC, at (212) 530-2206.

Very truly yours,

    /s/ Shuang Wu

    Name:
    Shuang Wu

    Title:
    Chief Executive Officer, Director, and

Chairman of the Board of Directors

cc: Ying Li, Esq.

Hunter Taubman Fischer & Li LLC

United States securities and exchange commission logo
November 20, 2023
Shuang Wu
Chief Executive Officer
WORK Medical Technology LTD
Floor 23, No. 2 Tonghuinan Road
Xiaoshan District, Hangzhou City, Zhejiang Province
The People’s Republic of China
Re:WORK Medical Technology LTD
Amendment No. 5 to Registration Statement on Form F-1
Filed November 6, 2023
File No. 333-271474
Dear Shuang Wu:
            We have reviewed your amended 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. Unless we note otherwise,
any references to prior comments are to comments in our October 12, 2023 letter.
Amendment No. 5 to Registration Statement on Form F-1
General
1.It appears you will be requesting effectiveness of your F-1 registration statement before
completing the CSRC process. Please confirm in writing that you will notify us promptly
of any changes to your disclosure regarding or requested by the CSRC.

 FirstName LastNameShuang Wu
 Comapany NameWORK Medical Technology LTD
 November 20, 2023 Page 2
 FirstName LastName
Shuang Wu
WORK Medical Technology LTD
November 20, 2023
Page 2
            Please contact Michael Fay at 202-551-3812 or Daniel Gordon at 202-551-3486 if you
have questions regarding comments on the financial statements and related matters. Please
contact Margaret Schwartz at 202-551-7153 or Katherine Bagley at 202-551-2545 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Ying Li, Esq.

CORRESP
1
filename1.htm

WORK
Medical Technology Group LTD

November
6, 2023

Via
EDGAR

Division
of Corporation Finance

Office
of Industrial Applications and Services

U.S.
Securities and Exchange Commission

100
F Street, NE

Washington,
D.C., 20549

    Attention:
    Michael Fay

    Daniel Gordon

    Margaret Schwartz

    Katherine Bagley

    Re:
    WORK Medical Technology
    Group LTD

    Amendment No. 4 to Registration
    Statement on Form F-1

    Filed on September 29,
    2023

    File No. 333-271474

Ladies
and Gentlemen:

This
letter is in response to the letter dated October 12, 2023, from the staff (the “Staff”) of the U.S. Securities and Exchange
Commission (the “Commission”) addressed to WORK Medical Technology Group LTD (the “Company,” “we”
and “our”). For the purpose of the Registration Statement on Form F-1 and this letter, references to “the Group”
are to the Company, its British Virgin Islands subsidiary and its PRC subsidiaries, including Work (Hangzhou) Medical Treatment Technology
Co., Ltd., Shanghai Saitumofei Medical Treatment Technology Co., Ltd., Hunan Saitumofei Medical Treatment Technology Co., Ltd., Hangzhou
Woli Medical Treatment Technology Co., Ltd., Hangzhou Shanyou Medical Equipment Co., Ltd., Shanghai Chuqiang Medical Equipment Co., Ltd.,
Hangzhou Hanshi Medical Equipment Co., Ltd., and Hangzhou Youshunhe Technology Co., Ltd., collectively. For ease of reference, we have
recited the Commission’s comments in this response and numbered them accordingly. An amended Registration Statement on Form F-1
(“Amendment No. 5 to Registration Statement on Form F-1”) is being submitted to accompany this letter.

Amendment
No. 4 to Registration Statement on Form F-1 filed on September 29, 2023

Cover
Page

1.
We note your statement that you are not required to submit an application to the CSRC for its approval of this offering and the listing
and trading of your Ordinary Shares with Nasdaq under the M&A Rules, while you will nevertheless have to file with the CSRC in accordance
with the Trial Administrative Measures with respect to this offering. Please revise to expressly state whether this offering requires
CSRC approval under the Trial Administrative Measures.

In
response to the Staff’s comments, we revised the disclosure on the cover page and page 7.

Interim
Financial Statements, page F-29

2.
Your audited financial statements are currently older than 12 months and this is an initial public offering of your ordinary shares.
Accordingly, please update your financial statements pursuant to Item 8.A.4 of Form 20-F or provide the appropriate representations in
an exhibit. Refer to Instruction 2 to Item 8.A.4. In addition, please have your independent accounting firm provide an updated consent
as Exhibit 23.1.

In
response to the Staff’s comment, the Company is, via EDGAR, submitting to the Commission a letter that provides the representation
identified in Instruction 2 to Item 8.A.4. of Form 20-F (the “Letter”), as well as filing the Letter as an exhibit to Amendment
No. 5 to Registration Statement on Form F-1.

Note
12. Related Party Transactions, page F-43

3.
We have reviewed your response to prior comment 5. Please clarify whether the compensation to your CEO and CFO has been recorded in your
financial statements. If no amount has been recorded, please revise your financial statements to include compensation or explain why
a revision is not necessary.

In
response to the Staff’s comments, we respectively advise the Staff that the compensation of our CEO for the year ended
September 30, 2022 and the six months ended March 31, 2023 was approximately $17,472 and $26,208, respectively, and the compensation
of our CFO for the year ended September 30, 2022 and the six months ended March 31, 2023 was approximately $8,000 and $12,000,
respectively. The aggregate amount of unpaid compensation of our CEO and CFO for the year ended September 30, 2022 and the
six months ended March 31, 2023 was approximately $25,472 and $38,208, respectively, which has not been recorded in the financial
statements, as we believe the financial impacts of such compensation were immaterial. The Company expects to accrue and record all
of the accumulated unpaid compensation in our financial statements for the year ended September 30, 2023.

We
appreciate the assistance the Staff has provided with its comments. If you have any questions, please do not hesitate to call our counsel,
Ying Li, Esq., of Hunter Taubman Fischer & Li LLC, at (212) 530-2206.

Very
truly yours,

    /s/
    Shuang Wu

    Name:
    Shuang Wu

    Title:
    Chief Executive Officer, Director, and

    Chairman of the Board of Directors

cc:
Ying Li, Esq.

Hunter
Taubman Fischer & Li LLC

United States securities and exchange commission logo
October 12, 2023
Shuang Wu
Chief Executive Officer
WORK Medical Technology LTD
Floor 23, No. 2 Tonghuinan Road
Xiaoshan District, Hangzhou City, Zhejiang Province
The People’s Republic of China
Re:WORK Medical Technology LTD
Amendment No. 4 to Registration Statement on Form F-1
Filed September 29, 2023
File No. 333-271474
Dear Shuang Wu:
            We have reviewed your amended 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. Unless we note otherwise,
any references to prior comments are to comments in our August 31, 2023 letter.
Amendment No. 4 to Registration Statement on Form F-1
Cover Page
1.We note your statement that you are not required to submit an application to the CSRC for
its approval of this offering and the listing and trading of your Ordinary Shares with
Nasdaq under the M&A Rules, while you will nevertheless have to file with the CSRC in
accordance with the Trial Administrative Measures with respect to this offering. Please
revise to expressly state whether this offering requires CSRC approval under the Trial
Administrative Measures.
Interim Financial Statements, page F-29
2.Your audited financial statements are currently older than 12 months and this is an initial
public offering of your ordinary shares.  Accordingly, please update your financial

 FirstName LastNameShuang Wu
 Comapany NameWORK Medical Technology LTD
 October 12, 2023 Page 2
 FirstName LastName
Shuang Wu
WORK Medical Technology LTD
October 12, 2023
Page 2
statements pursuant to Item 8.A.4 of Form 20-F or provide the appropriate representations
in an exhibit.  Refer to Instruction 2 to Item 8.A.4.  In addition, please have your
independent accounting firm provide an updated consent as Exhibit 23.1.
Note 12. Related Party Transactions, page F-43
3.We have reviewed your response to prior comment 5.  Please clarify whether the
compensation to your CEO and CFO has been recorded in your financial statements.  If no
amount has been recorded, please revise your financial statements to include
compensation or explain why a revision is not necessary.
            Please contact Michael Fay at 202-551-3812 or Daniel Gordon at 202-551-3486 if you
have questions regarding comments on the financial statements and related matters. Please
contact Margaret Schwartz at 202-551-7153 or Katherine Bagley at 202-551-2545 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Ying Li, Esq.

CORRESP
1
filename1.htm

WORK Medical Technology Group LTD

September 29, 2023

Via EDGAR

Division of Corporation Finance

Office of Industrial Applications and Services

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

    Attention:
    Michael Fay

    Daniel Gordon

    Margaret Schwartz

    Katherine Bagley

    Re:
    WORK Medical Technology Group LTD

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

    Filed on August 17, 2023

    File No. 333-271474

Ladies and Gentlemen:

This letter is in response to the letter dated
August 31, 2023, from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”)
addressed to WORK Medical Technology Group LTD (the “Company,” “we” and “our”). For the purpose of
the Registration Statement on Form F-1 and this letter, references to “the Group” are to the Company, its British Virgin Islands
subsidiary and its PRC subsidiaries, including Work (Hangzhou) Medical Treatment Technology Co., Ltd., Shanghai Saitumofei Medical Treatment
Technology Co., Ltd., Hunan Saitumofei Medical Treatment Technology Co., Ltd., Hangzhou Woli Medical Treatment Technology Co., Ltd., Hangzhou
Shanyou Medical Equipment Co., Ltd., Shanghai Chuqiang Medical Equipment Co., Ltd., Hangzhou Hanshi Medical Equipment Co., Ltd., and Hangzhou
Youshunhe Technology Co., Ltd., collectively. For ease of reference, we have recited the Commission’s comments in this response
and numbered them accordingly. An amended Registration Statement on Form F-1 (“Amendment No. 4 to Registration Statement on Form
F-1”) is being submitted to accompany this letter.

Amendment No. 3 to Registration Statement on
Form F-1 filed on August 17, 2023

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

Net Revenue, page 66

1. We note sales of masks increased 125.1%
for the six months ended March 31, 2023, when compared to the comparable prior period. Please quantify the impact of (i) the unit price
increase in masks, and of (ii) any foreign currency rate fluctuations, on your increase in sales.

In response to the Staff’s comments, we
revised the disclosures on page 66.

Business

Research and Development (R&D), page 92

2. We note your disclosure on page 93 regarding
your Patent Transfer Agreements with Zhejiang University and the Second Hospital of Jiaxing City. Please expand this disclosure to provide
the following information for each agreement, to the extent applicable:

    ●
    the nature and scope of intellectual property transferred;

    ●
    each parties’ rights and obligations;

    ●
    the duration of the agreement and royalty term;

    ●
    the termination provisions;

    ●
    the aggregate amounts paid to date under the agreement;

    ●
    the aggregate future potential milestone payments to be paid; and

    ●
    the royalty rates or a royalty range.

In response to the Staff’s comments, we
revised the disclosure on page 93.

Interim
Financial Statements

5.
Prepaid Expenses and Other Current Assets, page F-39

3.
We note the interest-free loan to third party was $2,038,826, $2,032,473 and $1,706,242 for the periods presented and recorded as a current
asset for these periods. We also note the amount at March 31, 2023 is significant as it is equal to 41% of your working capital surplus
as of the same date. Please address the following:

 ● Explain
                                            to us why the amount was not fully collected as of March 31, 2023 when it was recorded as
                                            current as of September 30, 2021;

 ● Explain
                                            to us how you determined the amount is fully collectible as of March 31, 2023;

 ● Disclose
                                            when you expect the amount to be paid in full;

 ● Disclose
                                            why the loan was made and identify the party that received the proceeds; and

 ● Correct
                                            the date on page 69 from March 31, 2022 to March 31, 2023.

In response to the Staff’s comments, we
respectfully advise the Staff that:

 (a) At the time of the issuance of the financial statements as of September
30, 2021, we evaluated the financial conditions of these third parties, such as their most recent collection history and any open litigation
or negative news, and we made bad debt provision of $321,792 among these loans. In regard to the remaining outstanding balances of the
loans, we believed it was probable that we would collect all of the amounts due within one year, after considering all of the facts and
circumstances; therefore, we recorded all the interest-free loans to third parties as a current asset. We collected $829,042 of the outstanding
balance for the year ended September 30, 2022 and, with the exception of the amount we determined to be fully collectable as of March
31, 2021, collected substantially all of the remaining outstanding balance as of the date of Amendment No. 4 to Registration Statement
on Form F-1 (except for the amounts which have been previously recorded as allowance for doubtful accounts);

 (b) As of March 31, 2023, the outstanding balance of interest-free loans
to third parties was an aggregate of $1,706,242, of which $301,915 has been recorded as allowance for doubtful accounts. We have collected
$1,304,391 as of the date of Amendment No. 4 to Registration Statement on Form F-1, and we are confident that the remaining amount is
fully collectable as of March 31, 2023;

 (c) We disclosed the amount collected as of the date of Amendment No. 4 to Registration Statement on Form
F-1 on page F-39;

 (d) We disclosed the nature of the loan on pages F-18 and F-39. There were 26 parties that received the proceeds.
Since we have collected most of the repayments due on these loans and these parties are not directly related to the Group’s business
operations, we have determined not to include the identity of the 26 parties in the financial statements. However, we have identified
them in the following list for the Staff’s reference; and

 (e) We corrected the date on page 69.

    2

List of third-parties that received
proceeds from the loans as of March 31, 2023:

    Name

    Jianpin Zheng

    Genshui Zhang

    Yafang Zhang

    Tao Zhang

    Yangping Wu

    Ying Fan

    Ming Lou

    Mingqi He

    Zhijia Chen

    Zhejiang Jiangling Automobile Sales & Service Co., Ltd.

    Yonglin Wu

    Hangzhou Public Transport Group Co., Ltd.

    Canqiao Lou

    Tianjin Wahaha Hongzhen Food and Beverage Trade Co., Ltd.

    Zefeng Zhang

    Hangzhou Xiaoshan Deyi Trade Business Department

    Feng Li

    Beijing Space Matrix Technology Co., Ltd.

    Sheng Ding

    Hangzhou Moonse Technology Group Co., Ltd.

    Caihua Han

    Jiangsu Hengxinda Medical Instrument Co., Ltd.

    Jialun Zhang

    Laishui Lou

    Ye Zhang

    Laiming Yu

Note 12. Related Party Transactions, page F-43

4. We note the amount due from Shuang Wu increased
from zero to $996,239 and it represented the advance to this related party for the Group’s daily operations or the initial public
offering costs, including legal fees and accounting fees. Please explain to us in further detail this description, the payment terms of
this receivable, and how you determined the amount is collectible. In this regard, if amounts are advanced to this related party for your
daily operations or other costs, that appears to imply that these costs are not being recorded on your financial statements. Please revise
your disclosure, as appropriate.

In response to the Staff’s comments, we
respectfully advise the Staff that Shuang Wu has been regularly made payments on behalf of the Group for our daily operations or the initial
public offering costs for the year ended September 30, 2022, and these payments on behalf of the Group have been recorded as deferred
offering cost and amount due to related party - Shuang Wu. As of March 31, 2023, the $996,239 advanced to Shuang Wu was for the same purpose
of future payment for audit fees and legal expenses. The Group then decided the subsequent payments should be directly paid by the Company
for a better cash management, therefore, Shuang Wu fully repaid the remaining unused amount advanced from the Company in July, 2023. We
revised page F-44 and page 128 to disclose further detail.

5. We note on page 125 that you have not paid
any compensation to your directors and officers and on page 126 that neither Shuang Wu, your CEO since June 2022, nor Ningfang Liang,
your CFO since June 2022, own shares in the company. Please explain to us why these officers are working without compensation and whether
you expect to pay compensation to them in the future. In addition, explain to us whether the $996,239 given to Shuang Wu should be recorded
as compensation.

 In response to the Staff’s comments, we
respectfully advise the Staff that from June 1, 2022 to May 31, 2025, the compensation of our CEO and CFO is RMB30,000 (about $4,368)
per month and $2,000 per month, respectively. The Company will settle the accumulated compensation in cash by the earlier of (i) the effectiveness
of our registration statement; or (ii) at the end of December 2023, and will record it as a general and administrative expense. Thereafter,
the Company will pay the compensation to our CEO and CFO on a monthly basis. The $996,239 advanced to Shuang Wu was for the payment of
daily operations and various initial public offering costs, which was not related to the Group’s compensation expense for directors.

    3

6. Please revise your financial statements
to reflect the value of the services provided by Baiming Yu, your Chief Operating Officer since June 2022 and beneficial owner of 50%
of your outstanding Ordinary Shares, recorded as an operating expense and additional paid-in capital. Refer to SAB Topic 5.

 In response to the Staff’s comments, we
respectfully advise the Staff that the Company has paid cash remuneration to Baiming Yu for his service since June 2022, which was recorded
as a general and administrative expense. We accordingly revised the disclosure on page 125.

In responding to your comments, the Company acknowledges
that:

 ● the
                                            Company is responsible for the adequacy and accuracy of the disclosure in the filing;

 ● Staff
                                            comments or changes to disclosure in response to Staff comments do not foreclose the Commission
                                            from taking any action with respect to the filing; and

 ● the
                                            Company may not assert Staff comments as a defense in any proceeding initiated by the Commission
                                            or any person under the federal securities laws of the United States.

We appreciate the assistance the Staff has provided
with its comments. If you have any questions, please do not hesitate to call our counsel, Ying Li, Esq., of Hunter Taubman Fischer &
Li LLC, at (212) 530-2206.

Very truly yours,

    /s/ Shuang Wu

    Name:
    Shuang Wu

    Title:
    Chief Executive Officer, Director, and

Chairman of the Board of Directors

cc: Ying Li, Esq.

Hunter Taubman Fischer & Li LLC

4

United States securities and exchange commission logo
August 31, 2023
Shuang Wu
Chief Executive Officer
WORK Medical Technology LTD
Floor 23, No. 2 Tonghuinan Road
Xiaoshan District, Hangzhou City, Zhejiang Province
The People’s Republic of China
Re:WORK Medical Technology LTD
Amendment No. 3 to Registration Statement on Form F-1
Filed August 17, 2023
File No. 333-271474
Dear Shuang Wu:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply 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 these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our July 12, 2023 letter.
Amendment No. 3 to Registration Statement on Form F-1, Filed August 17, 2023
Management's Discussion and Analysis of Financial Condition and Results of Operations
Net Revenue, page 66
1.We note sales of masks increased 125.1% for the six months ended March 31, 2023, when
compared to the comparable prior period,  Please quantify the impact of (i) the unit price
increase in masks, and of (ii) any foreign currency rate fluctuations, on your increase in
sales.

 FirstName LastNameShuang Wu
 Comapany NameWORK Medical Technology LTD
 August 31, 2023 Page 2
 FirstName LastName
Shuang Wu
WORK Medical Technology LTD
August 31, 2023
Page 2
Business
Research and Development (R&D), page 92
2.We note your disclosure on page 93 regarding your Patent Transfer Agreements
with Zhejiang University and the Second Hospital of Jiaxing City.  Please expand this
disclosure to provide the following information for each agreement, to the extent
applicable:

•the nature and scope of intellectual property transferred;
•each parties’ rights and obligations;
•the duration of the agreement and royalty term;
•the termination provisions;
•the aggregate amounts paid to date under the agreement;
•the aggregate future potential milestone payments to be paid; and
•the royalty rates or a royalty range.

Interim Financial Statements
5. Prepaid Expenses and Other Current Assets, page F-39
3.We note the interest-free loan to third party was $2,038,826, $2,032,473 and $1,706,242
for the periods presented and recorded as a current asset for these periods.  We also note
the amount at March 31, 2023 is significant as it is equal to 41% of your working capital
surplus as of the same date. Please address the following:

•Explain to us why the amount was not fully collected as of March 31, 2023 when it
was recorded as current as of September 30, 2021;
•Explain to us how you determined the amount is fully collectible as of March 31,
2023;
•Disclose when you expect the amount to be paid in full;
•Disclose why the loan was made and identify the party that received the proceeds;
and
•Correct the date on page 69 from March 31, 2022 to March 31, 2023.
Note 12. Related Party Transactions, page F-43
4.We note the amount due from Shuang Wu increased from zero to $996,239 and
it represented the advance to this related party for the Group’s daily operations or the
initial public offering costs, including legal fees and accounting fees.  Please explain to us
in further detail this description, the payment terms of this receivable, and how you
determined the amount is collectible.  In this regard, if amounts are advanced to this
related party for your daily operations or other costs, that appears to imply that these costs
are not being recorded on your financial statements.  Please revise your disclosure, as
appropriate.

 FirstName LastNameShuang Wu
 Comapany NameWORK Medical Technology LTD
 August 31, 2023 Page 3
 FirstName LastName
Shuang Wu
WORK Medical Technology LTD
August 31, 2023
Page 3
5.We note on page 125 that you have not paid any compensation to your directors and
officers and on page 126 that neither Shuang Wu, your CEO since June 2022,
nor Ningfang Liang, your CFO since June 2022, own shares in the company.  Please
explain to us why these officers are working without compensation and whether you
expect to pay compensation to them in the future.  In addition, explain to us whether the
$996,239 given to Suang Wu should be recorded as compensation.
6.Please revise your financial statements to reflect the value of the services provided
by Baiming Yu, your Chief Operating Officer since June 2022 and beneficial owner of
50% of your outstanding Ordinary Shares, recorded as an operating expense and
additional paid-in capital.  Refer to SAB Topic 5.T.
            You may contact Michael Fay at 202-551-3812 or Daniel Gordon at 202-551-3486 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Margaret Schwartz at 202-551-7153 or Katherine Bagley at 202-551-2545 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Ying Li, Esq.

CORRESP
1
filename1.htm

WORK Medical Technology Group LTD

August 17, 2023

Via EDGAR

Division of Corporation Finance

Office of Industrial Applications and Services

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

    Attention:
    Michael Fay

    Daniel Gordon

    Margaret Schwartz

    Katherine Bagley

    Re:
    WORK Medical Technology Group LTD

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

    Filed on June 30, 2023

    File No. 333-271474

Ladies and Gentlemen:

This letter is in response to the letter dated
July 12, 2023, from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”)
addressed to WORK Medical Technology Group LTD (the “Company,” “we” and “our”). For the purpose of
the Registration Statement on Form F-1 and this letter, references to “the Group” are to the Company, its British Virgin Islands
subsidiary and its PRC subsidiaries, including Work (Hangzhou) Medical Treatment Technology Co., Ltd., Shanghai Saitumofei Medical Treatment
Technology Co., Ltd., Hunan Saitumofei Medical Treatment Technology Co., Ltd., Hangzhou Woli Medical Treatment Technology Co., Ltd., Hangzhou
Shanyou Medical Equipment Co., Ltd., Shanghai Chuqiang Medical Equipment Co., Ltd., Hangzhou Hanshi Medical Equipment Co., Ltd., and Hangzhou
Youshunhe Technology Co., Ltd., collectively. For ease of reference, we have recited the Commission’s comments in this response
and numbered them accordingly. An amended Registration Statement on Form F-1 (the “Amendment No. 3 to Registration Statement on
Form F-1”) is being submitted to accompany this letter.

Amendment No. 2 to Registration Statement on
Form F-1 filed on June 30, 2023

Liquidity and Capital Resources, page 66

1. We have reviewed your response and revised
disclosure in response to prior comment 3 and have the following comment. Please revise your disclosure to state with greater clarity
that, as of May 31, 2023, you have only collected $589,238 in cash of the $3,287,817 accounts receivable, net, outstanding as of September
30, 2022. In addition, please revise your disclosure to state that $1,336,909 was recorded as bad debt expense in the year ended September
30, 2023 and that this amount relates to revenues from the year ended September 30, 2022. Lastly, please revise your disclosure to state
why you believe the remaining $1,361,770 in accounts receivable is collectible.

In response to the Staff’s comment, we respectfully
advise the Staff that as of July 30, 2023, we collected approximately $2 million in cash of the $3,287,817 accounts receivable, net, outstanding
as of September 30, 2022. In addition, we revised the disclosures on page 66 to state that $1,336,809 was recorded as bad debt and previously
recognized as revenue for the year ended September 30, 2022. Lastly, as 83% of the remaining $1,361,770 in net accounts receivable has
been collected from May 31, 2023 to July 30, 2023, we believe the bad debt provision made for September 30, 2022 was sufficient.

2. In response to prior comment 4 you set forth
that “pursuant to the requirements under ASC 606-10-25-1(e), the Company concluded that the collectability of the full consideration
is probable for revenue recognized during the years ended September 30, 2022 and 2021.” However, we would like to understand the
basis for your determination as it relates to customers with working capital deficiencies. As previously requested, please explain to
us how you assessed collectability, and concluded that the criterion in ASC 606-10-25-1(e) was met, in order to initially record revenue
for customers where you could not collect timely payments. As part of your response, please include actual, factual details, etc.

In response to the Staff’s comments, we
respectfully advise the Staff that in the evaluation, the Group followed the guidance per ASC 606-10-55-3B, which states that the collectability
assessment in paragraph 606-10-25-1(e) is partly a forward-looking assessment. It requires the Group to use judgment and consider all
of the facts and circumstances, including the customary business practices and its knowledge of the customer, in determining whether it
is probable that the Group will collect substantially all of the consideration to which it will be entitled in exchange for the goods
or services that the entity expects to transfer to the customer. The Group constantly evaluated the financial conditions of major customers
when conducting business, such as their most recent collection history, sufficiency of registered capital, and any litigation or negative
news related to these customers in the market. The Group only provides credit sales for trustworthy customers to its best knowledge when
signing the sales contract. Although bad debt provision has been made due to deterioration and instability of some of customers’
financial situations, when the Group is signing the sales contract and thereafter initially recorded revenue, the Group believes it is
probable that it will collect substantially all of the consideration after considered all of the facts and circumstances.

In responding to your comments, the Company acknowledges
that:

 ● the Company is responsible for the adequacy and accuracy of
the disclosure in the filing;

 ● Staff comments or changes to disclosure in response to Staff
comments do not foreclose the Commission from taking any action with respect to the filing; and

 ● the Company may not assert Staff comments as a defense in
any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

We appreciate the assistance the Staff has provided
with its comments. If you have any questions, please do not hesitate to call our counsel, Ying Li, Esq., of Hunter Taubman Fischer &
Li LLC, at (212) 530-2206.

Very truly yours,

    /s/ Shuang Wu

    Name:
    Shuang Wu

    Title:
    Chief Executive Officer, Director, and

Chairman of the Board of Directors

cc: Ying Li, Esq.

Hunter Taubman Fischer & Li LLC

United States securities and exchange commission logo
July 12, 2023
Shuang Wu
Chief Executive Officer
WORK Medical Technology LTD
Floor 23, No. 2 Tonghuinan Road
Xiaoshan District, Hangzhou City, Zhejiang Province
The People’s Republic of China
Re:WORK Medical Technology LTD
Amendment No. 2 to Registration Statement on Form F-1
Filed June 30, 2023
File No. 333-271474
Dear Shuang Wu:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply 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 these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our June 7, 2023 letter.
Amendment No. 2 to Registration Statement on Form F-1 filed June 30, 2023
Liquidity and Capital Resources, page 66
1.We have reviewed your response and revised disclosure in response to prior comment 3
and have the following comment.  Please revise your disclosure to state with greater
clarity that, as of May 31, 2023, you have only collected $589,238 in cash of the
$3,287,817 accounts receivable, net, outstanding as of September 30, 2022.  In addition,
please revise your disclosure to state that $1,336,909 was recorded as bad debt expense in
the year ended September 30, 2023 and that this amount relates to revenues from the year
ended September 30, 2022.  Lastly, please revise your disclosure to state why you believe
the remaining $1,361,770 in accounts receivable is collectible.

 FirstName LastNameShuang Wu
 Comapany NameWORK Medical Technology LTD
 July 12, 2023 Page 2
 FirstName LastName
Shuang Wu
WORK Medical Technology LTD
July 12, 2023
Page 2
2.In response to prior comment 4 you set forth that "pursuant to the requirements under
ASC 606-10-25-1(e), the Company concluded that the collectability of the full
consideration is probable for revenue recognized during the years ended September 30,
2022 and 2021."  However, we would like to understand the basis for your determination
as it relates to customers with working capital deficiencies.  As previously requested,
please explain to us how you assessed collectability, and concluded that the criterion in
ASC 606-10-25-1(e) was met, in order to initially record revenue for customers where you
could not collect timely payments.  As part of your response, please include actual, factual
details, etc.
            You may contact Michael Fay at 202-551-3812 or Daniel Gordon at 202-551-3486 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Margaret Schwartz at 202-551-7153 or Katherine Bagley at 202-551-2545 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Ying Li, Esq.

CORRESP
1
filename1.htm

WORK Medical Technology Group LTD

June 30, 2023

Via EDGAR

Division of Corporation Finance

Office of Industrial Applications and Services

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

    Attention:
    Michael Fay

    Daniel Gordon

    Margaret Schwartz

    Katherine Bagley

    Re:
    WORK Medical Technology Group LTD

    Registration Statement on Form F-1 Amendment

    Filed on May 30, 2023

    File No. 333-271474

Ladies and Gentlemen:

This letter is in response to the letter dated
June 7, 2023, from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) addressed
to WORK Medical Technology Group LTD (the “Company,” “we” and “our”). For the purpose of the Registration
Statement on Form F-1 Amendment and this letter, references to “the Group” are to the Company, its British Virgin Islands
subsidiary and its PRC subsidiaries, including Work (Hangzhou) Medical Treatment Technology Co., Ltd., Shanghai Saitumofei Medical Treatment
Technology Co., Ltd., Hunan Saitumofei Medical Treatment Technology Co., Ltd., Hangzhou Woli Medical Treatment Technology Co., Ltd., Hangzhou
Shanyou Medical Equipment Co., Ltd., Shanghai Chuqiang Medical Equipment Co., Ltd., Hangzhou Hanshi Medical Equipment Co., Ltd., and Hangzhou
Youshunhe Technology Co., Ltd., collectively. For ease of reference, we have recited the Commission’s comments in this response
and numbered them accordingly. An amended Registration Statement on Form F-1 (the “Amendment No. 2 to Registration Statement on
Form F-1”) is being submitted to accompany this letter.

Amendment No. 1 to Registration Statement on
Form F-1 filed on May 30, 2023

Risk Factors

“The PRC subsidiaries are subject to
a variety of construction laws . . .”, page 43

1. We note your amended disclosure that “as
to the production lines of Hangzhou Shanyou, it did not obtain a construction license prior to the commencement of construction nor undergone
the completion inspection and acceptance nor prepared the Inspection and Acceptance Reports of Construction for the records of the competent
authorities, therefore, Hangzhou Shanyou could be fined.” Please quantify these potential fines, if estimable and material. Make
conforming changes as appropriate throughout your risk factor disclosure, where you disclose that your subsidiaries are not in compliance
with current laws and regulations.

In response to the Staff’s comment, we respectfully
advise the Staff that we have revised the disclosures on page 43 to include the potential fines with respect to Hangzhou Shanyou’s
failure to obtain a construction license prior to the commencement of construction and its failure to obtain the completion inspection
and acceptance and prepare the Inspection and Acceptance Reports of Construction for the records of the competent authorities.

We further advise the Staff that we have
quantified the potential fines on pages 42 and 43, where we disclose that Hangzhou Shanyou is not in compliance with current laws
and regulations of environmental protection and fire protection.

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

Results of Operations

General and administrative expenses, page 65

2. You disclose that your PRC subsidiaries
could not collect timely payments from some of their customers due to the lack of working capital for the year ended September 30, 2022.
Please amend your filing to disclose whether you expect this trend to continue in future periods, and amend your risk factor disclosure
to describe the risks related to your PRC subsidiaries being unable to collect timely payments in future financial periods, if applicable.

In response to the Staff’s comments, we
revised the disclosures on page 65 and provided a risk factor on page 45 to describe the risks that we cannot assure that our PRC subsidiaries
may be able collect timely payments in future financial periods as expected.

Liquidity and Capital Resources, page 66

3. We have reviewed your response to prior
comment 1 and note $1,914,900 of accounts receivable have been subsequently collected in cash. For the remaining amounts outstanding at
September 30, 2022 and not subsequently collected in cash as of May 31, 2023, disclose this amount and whether any of it has been recorded
as bad debt. For any amounts not subsequently collected in cash or recorded as bad debt as of May 31, 2023, disclose this amount and the
reason you have not recorded bad debt expense.

In response to the Staff’s comments, we
revised the disclosures on page 66. We respectfully advise the Staff that the remaining amount outstanding at September 30, 2022 and
not subsequently collected in cash as of May 31, 2023 was approximately $2,698,579, from which amount, $1,336,809 has been recorded as
bad debt and the net accounts receivable was $1,361,770. The Group expected to collect approximately 50% of above $2,698,579 outstanding
accounts receivable before July 31, 2023. As a result, the bad debt provision of the above outstanding accounts receivable as of September
30, 2022 shall be sufficient and we believe making additional bad debt provision will not be necessary given our estimation of collectability.

    2

4. We have reviewed your revised disclosure
in response to prior comment 2 and note the credit period varies among different customers and does not exceed one year. Please revise
your revenue recognition accounting policy to disclose with more specificity the different payment terms you offer your customers. In
addition, you set forth in your response that your PRC subsidiaries could not collect timely payments from some of their customers due
to the customers’ lack of working capital. Please explain to us how you assessed collectability, and concluded that the criterion
in ASC 606-10-25-1(e) was met, in order to initially record revenue for these outstanding amounts.

In response to the Staff’s comments, we
revised the disclosures on page F-12. Pursuant to the requirements under ASC 606-10-25-1(e), the Company concluded that the collectability
of the full consideration is probable for revenue recognized during the years ended September 30, 2022 and 2021.

Consolidated Financial Statements

16. Commitments and Contingencies, page F-26

5. We note the risk factor on page 43 which
sets forth that certain authorities and departments “shall” fine you under the circumstances outlined in your disclosure.
Please tell us whether any amount of this fine is probable and estimable, and explain to us the basis for your determination. In addition,
tell us the consideration you have given to disclosing these potential fines either under this contingencies footnote or the subsequent
events footnote.

We respectfully advise the Staff that the
management believes the possibility of being fined is relatively low, since we have not been subject to such fine historically, and
the estimated maximum fine amount is immaterial (less than 1% of our revenue in the fiscal year ended September 30, 2022). Since we have
disclosed the related potential fine amount in the Risk Factors section, the Company considers it unnecessary to disclose such
information under contingencies footnote or the subsequent events footnote.

In responding to your comments, the Company acknowledges
that:

    ●
    the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

    ●
    Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and

    ●
    the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

    3

We appreciate the assistance the Staff has provided
with its comments. If you have any questions, please do not hesitate to call our counsel, Ying Li, Esq., of Hunter Taubman Fischer &
Li LLC, at (212) 530-2206.

Very truly yours,

    /s/ Shuang Wu

    Name:
    Shuang Wu

    Title:
    Chief Executive Officer, Director, and

Chairman of the Board of Directors

cc: Ying Li, Esq.

Hunter Taubman Fischer & Li LLC

4

United States securities and exchange commission logo
June 7, 2023
Shuang Wu
Chief Executive Officer
WORK Medical Technology LTD
Floor 23, No. 2 Tonghuinan Road
Xiaoshan District, Hangzhou City, Zhejiang Province
The People’s Republic of China
Re:WORK Medical Technology LTD
Amendment No. 1 to Registration Statement on Form F-1
Filed May 30, 2023
File No. 333-271474
Dear Shuang Wu:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply 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 these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our May 9, 2023 letter.

 FirstName LastNameShuang Wu
 Comapany NameWORK Medical Technology LTD
 June 7, 2023 Page 2
 FirstName LastName
Shuang Wu
WORK Medical Technology LTD
June 7, 2023
Page 2
Amendment No. 1 to Registration Statement on Form F-1 filed May 30, 2023
Risk Factors
"The PRC subsidiaries are subject to a variety of construction laws . . .", page 43
1.We note your amended disclosure that "as to the production lines of Hangzhou Shanyou,
it did not obtain a construction license prior to the commencement of construction nor
undergone the completion inspection and acceptance nor prepared the Inspection and
Acceptance Reports of Construction for the records of the competent authorities,
therefore, Hangzhou Shanyou could be fined."  Please quantify these potential fines, if
estimatable and material.  Make conforming changes as appropriate throughout your risk
factor disclosure, where you disclose that your subsidiaries are not in compliance with
current laws and regulations.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations
General and administrative expenses, page 65
2.You disclose that your PRC subsidiaries could not collect timely payments from some of
their customers due to the lack of working capital for the year ended September 30, 2022.
Please amend your filing to disclose whether you expect this trend to continue in future
periods, and amend your risk factor disclosure to describe the risks related to your PRC
subsidiaries being unable to collect timely payments in future financial periods, if
applicable.
Liquidity and Capital Resources, page 66
3.We have reviewed your response to prior comment 1 and note $1,914,900 of accounts
receivable have been subsequently collected in cash.  For the remaining amounts
outstanding at September 30, 2022 and not subsequently collected in cash as of May 31,
2023, disclose this amount and whether any of it has been recorded as bad debt.  For any
amounts not subsequently collected in cash or recorded as bad debt as of May 31, 2023,
disclose this amount and the reason you have not recorded bad debt expense.
4.We have reviewed your revised disclosure in response to prior comment 2 and note the
credit period varies among different customers and does not exceed one year.  Please
revise your revenue recognition accounting policy to disclose with more specificity the
different payment terms you offer your customers.  In addition, you set forth in your
response that your PRC subsidiaries could not collect timely payments from some of their
customers due to the customers’ lack of working capital.  Please explain to us how you
assessed collectibility, and concluded that the criterion in ASC 606-10-25-1(e) was met, in
order to initially record revenue for these outstanding amounts.

 FirstName LastNameShuang Wu
 Comapany NameWORK Medical Technology LTD
 June 7, 2023 Page 3
 FirstName LastName
Shuang Wu
WORK Medical Technology LTD
June 7, 2023
Page 3
Consolidated Financial Statements
16. Commitments and Contingencies, page F-26
5.We note the risk factor on page 43 which sets forth that certain authorities and
departments "shall" fine you under the circumstances outlined in your disclosure.  Please
tell us whether any amount of this fine is probable and estimable, and explain to us the
basis for your determination.  In addition, tell us the consideration you have given to
disclosing these potential fines either under this contingencies footnote or the subsequent
events footnote.
            You may contact Michael Fay at 202-551-3812 or Daniel Gordon at 202-551-3486 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Margaret Schwartz at 202-551-7153 or Katherine Bagley at 202-551-2545 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Ying Li, Esq.

CORRESP
1
filename1.htm

WORK Medical Technology Group LTD

May 26, 2023

Via EDGAR

Division of Corporation Finance

Office of Industrial Applications and Services

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

    Attention:
    Michael Fay

    Daniel Gordon

    Margaret Schwartz

    Celeste Murphy

    Re:
    WORK Medical Technology Group LTD

    Registration Statement on Form F-1

    Submitted on April 27, 2023

    CIK No. 0001929783

Ladies and Gentlemen:

This letter is in response to the letter dated
May 9, 2022, from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) addressed
to WORK Medical Technology Group LTD (the “Company,” “we” and “our”). For the purpose of the Registration
Statement on Form F-1 and this letter, references to “the Group” are to the Company, its British Virgin Islands subsidiary
and its PRC subsidiaries, including Work (Hangzhou) Medical Treatment Technology Co., Ltd., Shanghai Saitumofei Medical Treatment Technology
Co., Ltd., Hunan Saitumofei Medical Treatment Technology Co., Ltd., Hangzhou Woli Medical Treatment Technology Co., Ltd., Hangzhou Shanyou
Medical Equipment Co., Ltd., Shanghai Chuqiang Medical Equipment Co., Ltd., Hangzhou Hanshi Medical Equipment Co., Ltd., and Hangzhou
Youshunhe Technology Co., Ltd., collectively. For ease of reference, we have recited the Commission’s comments in this response
and numbered them accordingly. An amended Registration Statement on Form F-1 (the “Amended Registration Statement on Form F-1”)
is being submitted to accompany this letter.

Registration Statement on Form F-1, Filed on
April 27, 2023

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

Liquidity and Capital Resources, page 66

 1. We note the increase in accounts receivable of $4,234,997 was due to the “liquidation difficulties of our customers under the impact of pandemic.” Since accounts receivable is significant when compared to total current assets, please describe for us in further detail the liquidation difficulties you reference and tell us the amount of accounts receivable that have been subsequently collected in cash.

We respectfully advise the Staff that with slower
economic growth for the year ended September 30, 2022, our PRC subsidiaries could not collect timely payments from some of their customers,
due to the customers’ lack of working capital, which led to the increased accounts receivable balance of the Group.

China has substantially lifted COVID-19 restrictions since November
2022. With the recovering economy and management’s increased efforts in payment collections at the end of 2022, a portion of accounts
receivable have been collected in cash. As of April 30, 2023, approximately $1,914,900 of accounts receivable have been subsequently collected
in cash.

2. We note accounts receivable, net increased
from $302,424 to $3,287,817, whereas revenue decreased 57%. We also note bad debt as a percentage of revenue increased from 0.2% to 6.4%.
In light of these year-over-year changes, please revise your revenue recognition accounting policy in the notes to the financial statements
to specifically address your revenue recognition accounting policy for sales made to distributors. As part of your accounting policy,
address why it is appropriate to recognize revenue upon transfer and acceptance of the products to your distributors, and not upon sell
through by the distributors to the end customers. In addition, disclose the specific payment terms you offer your distributor customers
and whether you offer your distributors any rights of return or refunds. Lastly, describe for us the facts and circumstances surrounding
the bad debt recorded during the year ended September 30, 2022.

In response to the Staff’s comments, we
revised the disclosures on page F-12. We respectfully advise the Staff that the Group recorded only $82,619 of sales return from distributor
customers according to quality objection period policy which specified on page F-12 during the year ended September 30, 2022.

In addition, we revised the disclosure on page
F-12 to include the specific payment terms the Group offers to its distributor customers and its policy of return and refunds.

Furthermore, we revised the disclosure of the
Group’s revenue recognition accounting policy on page F-12. We respectfully advise the Staff that the control of a product is transferred
to a distributor customer or direct-end user customer upon delivery of the product to the designated place. The revenue is recognized
at a point in time when the Group satisfies the performance obligation by transferring the promised product to distributor customers or
direct-end user customers upon acceptance by them.

For the year ended September 30, 2022, our PRC subsidiaries could not
collect timely payments from some of their customers, due to the customers’ lack of working capital. As a result, the Group made
a significantly greater amount of bad debt provision than the year ended September 30, 2021, based on credit-worthiness and financial
condition of the distributor customers. The Group recorded $1,021,868 of bad debt related to distributors for the year ended September
30, 2022. We accordingly revised the disclosure on page 65 to include the analysis on fluctuation of general and administrative expenses
due to bad debt provision.

3. Please clarify your disclosure on page 86
to quantify the amount of revenue attributable to distributor customers for each year.

In response to the Staff’s comments, we
revised the disclosure on page 86.

4. We note on page F-22, note (3), that amounts
due from related parties include accounts receivable for selling medical consumables. Please separately disclose on the face of the consolidated
balance sheets Accounts receivable - Related Party. Similarly, disclose on face of the consolidated statements of income the amount of
revenue attributable to related parties, as set forth on page F-23.

In response to the Staff’s comments, we revised the disclosure
on pages F-3 and F-4 to separately disclose on the face of the consolidated balance sheets “Accounts receivable - Related Party”
and “Net revenue from related party”. We also revised the disclosure on pages 121 and F-22 to eliminate the amount of “accounts
receivable - related party” from the account of “amounts due to related parties”, and we revised the disclosure on page
F-17 to include the amount of “accounts receivable - related party” from “amounts due to related parties” into
the account of “accounts receivable”.

Related Party Transactions, page 121

5. We note your statement on page 121: “All
the loans to related parties are expected to be repaid in full before the public filing of this registration statement, but will be depicted
as outstanding in the Group’s financial statements through September 30, 2022.” Now that you have made your public filing
of this registration statement please update this disclosure to state whether these related party loans have been repaid in full.

In response to the Staff’s comments, we
revised the disclosure on page F-22 and page 121. All the loans to related parties have been repaid in full before the public filing of
the registration statement, but will be depicted as outstanding in the Group’s financial statements through September 30, 2022.

In responding to your comments, the Company acknowledges
that:

    ●
    the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

    ●
    Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and

    ●
    the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

    2

We appreciate the assistance the Staff has provided
with its comments. If you have any questions, please do not hesitate to call our counsel, Ying Li, Esq., of Hunter Taubman Fischer &
Li LLC, at (212) 530-2206.

Very truly yours,

    /s/ Shuang Wu

    Name:
    Shuang Wu

    Title:
    Chief Executive Officer, Director, and

Chairman of the Board of Directors

cc: Ying Li, Esq.

Hunter Taubman Fischer & Li LLC

3

United States securities and exchange commission logo
May 9, 2023
Shuang Wu
Chief Executive Officer
WORK Medical Technology LTD
Floor 23, No. 2 Tonghuinan Road
Xiaoshan District, Hangzhou City, Zhejiang Province
The People’s Republic of China
Re:WORK Medical Technology LTD
Registration Statement on Form F-1
Filed April 27, 2023
File No. 333-271474
Dear Shuang Wu:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply 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 these comments, we may have additional comments.
Registration Statement on Form F-1, Filed April 27, 2023
Management's Discussion and Analysis of Financial Condition and Results of Operations
Liquidity and Capital Resources, page 66
1.We note the increase in accounts receivable of $4,234,997 was due to the "liquidation
difficulties of our customers under the impact of pandemic."  Since accounts receivable is
significant when compared to total current assets, please describe for us in further detail
the liquidation difficulties you reference and tell us the amount of accounts receivable that
have been subsequently collected in cash.

 FirstName LastNameShuang Wu
 Comapany NameWORK Medical Technology LTD
 May 9, 2023 Page 2
 FirstName LastName
Shuang Wu
WORK Medical Technology LTD
May 9, 2023
Page 2
2.We note accounts receivable, net increased from $302,424 to $3,287,817, whereas
revenue decreased 57%.  We also note bad debt as a percentage of revenue increased from
0.2% to 6.4%.  In light of these year-over-year changes, please revise your revenue
recognition accounting policy in the notes to the financial statements to specifically
address your revenue recognition accounting policy for sales made to distributors.  As part
of your accounting policy, address why it is appropriate to recognize revenue upon
transfer and acceptance of the products to your distributors, and not upon sell through by
the distributors to the end customers.  In addition, disclose the specific payment terms
your offer your distributor customers and whether you offer your distributors any rights of
return or refunds. Lastly, describe for us the facts and circumstances surrounding the bad
debt recorded during the year ended September 30, 2022.
3.Please clarify your disclosure on page 86 to quantify the amount of revenue attributable to
distributor customers for each year.
4.We note on page F-22, note (3), that amounts due from related parties include accounts
receivable for selling medical consumables.  Please separately disclose on the face of the
consolidated balance sheets Accounts receivable - Related Party.  Similarly, disclose on
face of the consolidated statements of income the amount of revenue attributable to related
parties, as set forth on page F-23.
Related Party Transactions, page 121
5.We note your statement on page 121: "All the loans to related parties are expected to be
repaid in full before the public filing of this registration statement, but will be depicted as
outstanding in the Group’s financial statements through September 30, 2022." Now that
you have made your public filing of this registration statement please update this
disclosure to state whether these related party loans have been repaid in full.
            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.
            You may contact Michael Fay at 202-551-3812 or Daniel Gordon at 202-551-3486 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Margaret Schwartz at 202-551-7153 or Celeste Murphy at 202-551-3257 with any other
questions.

 FirstName LastNameShuang Wu
 Comapany NameWORK Medical Technology LTD
 May 9, 2023 Page 3
 FirstName LastName
Shuang Wu
WORK Medical Technology LTD
May 9, 2023
Page 3
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Ying Li, Esq.

United States securities and exchange commission logo
October 24, 2022
Shuang Wu
Chief Executive Officer
WORK Medical Technology LTD
Floor 23, No. 2 Tonghuinan Road
Xiaoshan District, Hangzhou City, Zhejiang Province
The People’s Republic of China
Re:WORK Medical Technology LTD
Amendment No. 2 to Draft Registration Statement on Form F-1
Submitted October 5, 2022
CIK No. 0001929783
Dear Shuang Wu:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            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 our comments apply 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 these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, our references to prior comments are to comments in our
September 7, 2022 letter.
Amendment No. 2 to Draft Registration Statement on Form F-1
Dividends and Other Distributions, page 8
1.We acknowledge your revised disclosures in response to prior comments 5 and 11. Please
revise to clarify if Hangzhou Shanyou also declared dividends to Work Hangzhou, its
95% shareholder. Additionally, explain what you mean that Hangzhou Shanyou declared
dividends to your COO and his spouse to offset amounts that Liwei Zhang and her
affiliate owed to you. Please also add a risk factor to discuss risks arising from your
reliance on a large number of related party transactions to conduct ordinary business
transactions, or advise.

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 FirstName LastName
Shuang Wu
WORK Medical Technology LTD
October 24, 2022
Page 2
Intellectual Property, page 93
2.We note that certain of your patents will expire from 2023 through 2025 and refer to our
prior comment 16 in our letter dated July 20, 2022. Please revise to disclose what effect, if
any, you expect the expiration of these patents to have on your patent portfolio and your
business and if you intend to take any action to mitigate such effect.
Unaudited Condensed Consolidated Financial Statements for the Six Months Ended March 31,
2022 and 2021
4. Inventories, net, page F-36
3.We note on page 64 that sales of masks decreased 93.0% due mainly to a decrease in
demand and unit price.  Please clarify for us how your determined that the net realizable
value of the related finished goods inventory and work in process is not lower than its
cost, as set forth in ASC 330-10-35-18.  Provide any underlying analysis to support your
conclusion that an impairment of inventory was not necessary for the six month period
ended March 31, 2022.
            You may contact Michael Fay at 202-551-3812 or Daniel Gordon at 202-551-3486 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Ada Sarmento at 202-551-3798 or Dorrie Yale at 202-551-8776 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Ying Li, Esq.

United States securities and exchange commission logo
September 7, 2022
Shuang Wu
Chief Executive Officer
WORK Medical Technology LTD
Floor 23, No. 2 Tonghuinan Road
Xiaoshan District, Hangzhou City, Zhejiang Province
The People’s Republic of China
Re:WORK Medical Technology LTD
Amendment No. 1 to Draft Registration Statement on Form F-1
Submitted August 22, 2022
CIK No. 0001929783
Dear Mr. Wu:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            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 our comments apply 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 these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, our references to prior comments are to comments in our
July 20, 2022 letter.
Amendment No. 1 to Draft Registration Statement on Form F-1
Cover Page
1.We acknowledge your revised disclosures in response to our prior comment 1. However,
please further revise your disclosures throughout your prospectus to reflect that the
operations of your PRC subsidiaries could affect other parts of your business. As one
example only, please revise your risk disclosures throughout your prospectus to clearly
reflect that risks faced by your PRC subsidiaries could also affect the Group as a whole.
2.Please disclose here how any regulatory actions related to data security or anti-monopoly

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 FirstName LastNameShuang Wu
WORK Medical Technology LTD
September 7, 2022
Page 2
concerns in Hong Kong have or may impact the company’s ability to conduct its business,
accept foreign investments, or list on a U.S. or foreign exchange.
About This Prospectus, page 1
3.We note that your revised definitions for “China” and “the PRC” refer to the laws and
regulations of mainland China, excluding that of Hong Kong, Macau and Taiwan. Please
revise to (1) clarify that legal and operational risks associated with operating in China also
apply to your operations in Hong Kong, (2) discuss the commensurate laws and
regulations in Hong Kong, and (3) address throughout your filing the legal and regulatory
risks and consequences associated with your operations in Hong Kong and those laws and
regulations. As an example only, please expand your disclosure under the heading
"Enforceability of Civil Liabilities" to address risks related to the enforceability of
judgments in Hong Kong. Please also further revise your structure charts so that they are
legible.
Prospectus Summary, page 3
4.We refer to your revised disclosures in  response to prior comment 17. In an appropriate
place in the Summary, please add disclosure to explain that as none of your PRC
subsidiaries that manage production lines have prepared the required regulatory reports in
connection with fire protection laws and regulations, they may be ordered to stop use of
their production lines.  Additionally, please move the chart beginning at the bottom of
page 6 to the Business section as such detailed information is not appropriate for the
summary.
Dividends and Other Distributions, page 10
5.We acknowledge your revised disclosures in response to prior comment 7. Please further
revise to clarify your statement that your subsidiary declared the dividend as a result of
reducing amounts due to you from the related parties. Additionally, revise to clarify that
the dividends were declared to your COO and his spouse, and that they are minority
shareholders in the subsidiary.
Risk Factors, page 19
6.Please provide risk factor disclosure to explain whether there are any commensurate laws
or regulations in Hong Kong which result in oversight over data security and explain how
this oversight impacts your business and the offering and to what extent you believe that
you are compliant with the regulations or policies that have been issued.
The PRC government exerts substantial influence over the manner in which the PRC subsidiaries
conduct their business activities., page 21
7.We note your revisions in response to prior comment 2. Please revise the heading for this
risk factor to state that the substantial influence that the PRC government may exert over

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 FirstName LastNameShuang Wu
WORK Medical Technology LTD
September 7, 2022
Page 3
you could cause your ordinary shares to "significantly" decline in value. Please also revise
references to this risk factor and any similar disclosure throughout the prospectus, such as
on pages 10, 11 and 12.
Our COO and Liwei Zhang has substantial influence over our company. . . ., page 46
8.We acknowledge your revised disclosures in response to prior comments 10 and 12.
Please further revise to remove mitigating language from your revised risk factors, such as
the language at the bottom of page 33. Additionally, if the other three shareholders are not
related parties with Mr. Yu or Ms. Zhang, please remove the reference in this risk factor to
those shareholders of Hangzhou Hanshi. If they are related parties, please revise here and
in your organizational structure disclosures to explain this relationship.
Financing, page 89
9.We refer to your revised disclosures in response to prior comment 14, and note that your
revolving credit agreement with the Bank of Beijing as well as various other financing
agreements that you reference have expired or been repaid or will soon be repaid. To the
extent applicable, please revise to provide updated disclosures regarding the material
terms of any new and material financing arrangements, and file such agreements.
Intellectual Property, page 93
10.We refer to your revised disclosures in response to prior comment 16. You state that you
do not expect any material effects on your business from patents that expire within the
next few years because "[o]nce a patent expires, the PRC subsidiaries will pay the renewal
fee. . . to maintain the patent's validity." Please revise your disclosures to explain the basis
for your statement that expired patents can be renewed.
Related Party Transactions, page 117
11.Your revised disclosures in response to prior comment 19 indicate that you have ongoing
loans with related parties. Please expand your disclosures to provide the largest amount
outstanding during the period since the beginning of the preceding three financial years up
to the date of your prospectus. Ensure that for each loan, you describe the nature of the
loans as well as the transaction in which it was incurred, and state the interest rate on the
loan (or state that they are interest-free). Clarify your disclosure to explain how the
dividends to Mr. Yu and Ms. Zhang from Hangzhou Shanyou are reflected in these
amounts and that Mr. Yu is also your COO. Refer to Item 7.B. of Form 20-F. In addition,
please provide your analysis on how you intend to comply with Section 13(k)(1) of the
Exchange Act.
General
12.Please update your discussion of the Holding Foreign Companies Accountable
Act by disclosing that on August 26, 2022, the Public Company Accounting Oversight

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 Comapany NameWORK Medical Technology LTD
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 FirstName LastName
Shuang Wu
WORK Medical Technology LTD
September 7, 2022
Page 4
Board (PCAOB) signed a Statement of Protocol with the China Securities Regulatory
Commission and the Ministry of Finance of the People's Republic of China, taking the
first step toward opening access for the PCAOB to inspect and investigate registered
public accounting firms headquartered in mainland China and Hong Kong.
            You may contact Michael Fay at 202-551-3812 or Daniel Gordon at 202-551-3486 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Ada Sarmento at 202-551-3798 or Dorrie Yale at 202-551-8776 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Ying Li, Esq.

United States securities and exchange commission logo
July 20, 2022
Shuang Wu
Chief Executive Officer
WORK Medical Technology LTD
Floor 23, No. 2 Tonghuinan Road
Xiaoshan District, Hangzhou City, Zhejiang Province
The People’s Republic of China
Re:WORK Medical Technology LTD
Draft Registration Statement on Form F-1
Submitted June 23, 2022
CIK No. 0001929783
Dear Mr. Wu:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            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 our comments apply 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 these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form F-1
Cover Page
1.We note your disclosure that references to “we,” the “Company” or “our company” are to
Work Cayman and/or its consolidated subsidiaries. Please revise your disclosures so that it
is clear to investors which entity the disclosure is referencing and which subsidiaries or
entities are conducting the business operations.
2.We refer to your discussions in the fifth and sixth paragraphs regarding the Chinese
government's influence over you and and its ability to intervene in your operations. Please
revise your disclosures here and elsewhere as appropriate to clearly state that this

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 Comapany NameWORK Medical Technology LTD
 July 20, 2022 Page 2
 FirstName LastNameShuang Wu
WORK Medical Technology LTD
July 20, 2022
Page 2
influence could cause the value of your ordinary shares to "significantly" decline.
About This Prospectus, page 1
3.Please revise the definitions of China and PRC to include Hong Kong and Macau. Please
also revise your corporate structure chart on page 5 to reflect that your Hong Kong
subsidiary is inside the PRC and make corresponding changes throughout the prospectus.
4.We refer to your statement that the the accuracy and completeness of your industry data is
not guaranteed. It is not appropriate to directly or indirectly disclaim liability for
statements in your registration statement. Accordingly, please delete such statement.
Prospectus Summary
Our Corporate History and Structure, page 5
5.We refer to footnote 2 to your chart beginning on page 6. Please also disclose whether you
have the same expectations regarding renewal for any certificates scheduled to expire in
2023.
6.Please revise your corporate structure charts here and on page 56 so that they are legible.
In addition, with respect to the entities where Work Cayman does not ultimately have
100% ownership, please revise the chart and corresponding narrative disclosure to explain
the remaining ownership.
Dividends and Other Distributions, page 10
7.Please revise to provide a more detailed description of how cash is or will be transferred
through your organization, including whether you have specific cash management policies
and procedures in place that dictate how funds are transferred through your organization.
In addition, you state on page 11 that your PRC subsidiaries paid dividends in the fiscal
year ended September 30, 2021, but that they do not plan to do so in the future unless they
have generated sufficient accumulated profits and have met the requirements for statutory
reserve funds. Revise to quantify the amount of dividends paid, and clarify to whom the
dividends were paid, as you state that your PRC subsidiaries have not paid any dividends
to you to date.
Risk Factors
You may experience difficulties in effecting service of legal process. . ., page 22
8.We refer to your statement that most of your senior executive officers reside within China
for a significant portion of the time and are PRC nationals. Please expand your disclosure
to explain whether the risks discussed in this risk factor also apply to your directors.
Failure to make adequate contributions to various employee benefit plans . . ., page 30
9.We refer to your statement that you did not make contributions in the full amount for the
social insurance fund and housing provident fund for your employees and did not make

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 FirstName LastNameShuang Wu
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Page 3
contributions in the housing fund for some employees. Please revise your disclosures to
quantify the amount of the contributions that should have been made and were not made.
Please also revise your disclosure on page 86 regarding your provision of various
insurance to your employees to clarify that you have not made all required contributions.
We may experience significant liability claims or complaints from customers, doctors and
patients. . ., page 32
10.Please expand this risk factor to discuss the risks arising from any recalls you may issue.
In this regard, we note your discussion on page 85 that Hangzhou Shanyou was required
to conduct recalls for certain of your devices in 2019 and 2020.
We may incur liabilities that are not covered by insurance, which could expose us to significant
costs and business disruption., page 37
11.Please expand the title of this risk factor to state that you do not have any product liability,
business interruption, or property insurance.
Our COO and Liwei Zhang has substantial influence over our company. . . ., page 44
12.Please expand this risk factor to discuss the effects of other ownerships that Mr. Yu and
Ms. Zhang have in your organization. For example, it appears from your disclosure on
pages F-6 and F-7 that they also own the separate 5% of Hangzhou Shanyou and the
separate 40% of Hangzhou Hanshi that are not owned by you.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Other Income (expenses), page 60
13.Please provide more detail in your discussion regarding the $3,752,002 in government
subsidies received in 2021 and address whether you expect to receive continuing
amounts.  In addition, please revise the notes to your financial statements to include
your accounting policy related to subsidies and the material terms of the arrangement
related to these subsidies received.
Business, page 75
14.Please add disclosure in this section, or elsewhere as appropriate, regarding the material
terms of your financing agreements and file such agreements, or advise. Refer to Item
10.C. of Form 20-F.
Business
Our Customers, page 80
15.Please provide more information in the filing related to your customers that accounted for
49% and 15% of revenue in 2021. For example, address whether each of the customers are
direct end-user customers, domestic distributor customers or export distributor customers.

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Intellectual Property, page 87
16.Please revise to disclose whether you own all of your patents or whether any patents are
licensed from third parties. With reference to the table on pages 88-89, please also explain
whether you expect any material effects on your business as a result of any patent that will
expire within the next few years.
Regulations
Fire Prevention Management, page 90
17.Please expand on your discussion in this section to explain the effect of not having
prepared the Inspection and Acceptance Reports of Fire Protection, including that you
may be ordered to stop using the affected production lines. Also, to give context to your
investors, provide a quantitative explanation here and, if applicable, also in your risk
factor on page 40, of the effect such a stop order would have on the production of your
devices.
Management
Compensation of Directors and Officers, page 108
18.You disclose an aggregate compensation amount paid to your directors and officers for the
fiscal year ended September 30, 2021. However, we note that the officers and directors
disclosed on page 104 appear to have commenced their terms in 2022, and Work Cayman
was incorporated in March 2022. Please revise your disclosure in this section to further
explain.
Related Party Transactions, page 111
19.Please expand on your disclosures in this section to disclose related party transactions for
the preceding three financial years up to the date of your prospectus. Additionally, with
respect to all the loans, expand on your disclosures regarding the nature of the loans, and
the transactions in which they were incurred. In addition, please ensure that all
transactions with related parties during the covered period is disclosed in this section. For
example, we note that there were unregistered securities transactions with some related
parties noted in Item 17 of your registration statement. Refer to Item 7.B. of Form 20-F.
Consolidated Financial Statements
History of the Group and Reorganization , page F-7
20.Other than the 24,999 shares held by LWY GROUP LTD, which is 100% owned by
Baiming Yu, and the 2,500 shares held by ZLW Group LTD, which is 100% owned by
Liwei Zhang, please describe for us in further detail the reason why the March 1, 2022
share transactions identified on page II-2 are included as part of the reorganization and
retroactively presented for all periods presented.  As part of your response, clarify whether
the investors are independent 3rd parties or related parties, whether the per share

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 FirstName LastName
Shuang Wu
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July 20, 2022
Page 5
consideration represents fair value or a nominal price, and the purpose of the transactions.
Please expand your disclosure regarding these details, as appropriate.
6. Property, Plant and Equipment, Net, page F-16
21.Please disclose more detail regarding the $4,483,075 impairment recorded in 2020.  In
addition, describe for us the reasons why the impairment is presented with "other income
(expenses)" on page F-4 and not with "operating expenses."  Refer to Interpretative
Response to Question 2 of SAB Topic 5.P.3 for guidance.
General
22.Please supplementally provide us with copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf,
present to potential investors in reliance on Section 5(d) of the Securities Act, whether or
not they retain copies of the communications.
            You may contact Michael Fay at 202-551-3812 or Daniel Gordon at 202-551-3486 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Ada D. Sarmento at 202-551-3798 or Dorrie Yale at 202-551-8776 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Ying Li, Esq.