SecProbe.io

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DirectBooking Technology Co., Ltd.

Room
2912, 29/F., New Tech Plaza

34
Tai Yau Street

San
Po Kong, Kowloon, Hong Kong

+852
3997 3682

January
21, 2026

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporate Finance

100
F Street, NE

Washington,
D.C. 20549

Attn:
Mr. Ben Holt

    Re:
    DirectBooking
                                            Technology Co., Ltd.

    Registration
    Statement on Form F-3

    File
    No. 333-292662

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations promulgated under the Securities Act of 1933, as amended, DirectBooking Technology Co.,
Ltd. hereby requests that the United States Securities and Exchange Commission take appropriate action to cause the above-referenced
Registration Statement on Form F-3 to become effective on January 22, 2026 at 4:00 p.m., Eastern Time, or as soon thereafter as practicable.

Please
feel free to direct any questions or comments concerning this request to our U.S. legal counsel, Mr. David Manno of McCarter & English,
LLP by telephone at +1 212-609-6833 or via e-mail at dmanno@mccarter.com.

    Very
    truly yours,

    For
                                            and on behalf of

    DirectBooking
    Technology Co., Ltd.

    /s/
    Tan Yu

    Name:
    Tan
    Yu

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

January 15, 2026
Tan Yu
Chief Executive Officer, Chairman of the Board and Director
DirectBooking Technology Co., Ltd.
Room 2912, 29/F., New Tech Plaza
34 Tai Yau Street
San Po Kong
Kowloon, Hong Kong
Re:DirectBooking Technology Co., Ltd.
Registration Statement on Form F-3
Filed January 9, 2026
File No. 333-292662
Dear Tan Yu:
            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 Benjamin Holt at 202-551-6614 with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:David B. Manno, Esq.

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 DirectBooking
Technology Co., Ltd.

 September
30, 2025

 VIA
EDGAR

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 100
F Street, N.E.

 Washington,
DC 20549

 Attention:
 Ruairi Regan

 Jeffrey
Gabor

 Re:
 DirectBooking
 Technology Co., Ltd.

 Registration
 Statement on Form F-1 (File No. 333-287735)

 Request
 for Acceleration of Effectiveness

 Ladies
and Gentlemen:

 In
accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, DirectBooking Technology
Co., Ltd. hereby requests an acceleration of the effectiveness of the above-referenced Registration Statement on Form F-1, as amended,
so that such Registration Statement will become effective at 4:00 p.m., Eastern Time, on September 30, 2025, or as soon thereafter as
practicable.

 The
Company understands that the Commission will consider this request for acceleration of the effective date of the Registration Statement
as a confirmation of the fact that the Company is aware of its responsibilities under the Securities Act as they relate to the proposed
public offering of the securities specified in the Registration Statement.

 Very
truly yours,

 /s/
 Tan Yu

 Name:

 Tan
 Yu

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

CORRESP
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 DirectBooking
Technology Co., Ltd.

 September
26, 2025

 VIA
EDGAR

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 100
F Street, N.E.

 Washington,
DC 20549

 Attention: Ruairi
 Regan

 Jeffrey
 Gabor

 Re:
 DirectBooking
 Technology Co., Ltd.

 Registration
 Statement on Form F-1 (File No. 333-287735)

 Request
 for Acceleration of Effectiveness

 Ladies
and Gentlemen:

 In
accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, DirectBooking Technology
Co., Ltd. hereby requests an acceleration of the effectiveness of the above-referenced Registration Statement on Form F-1, as amended,
so that such Registration Statement will become effective at 4:00 p.m., Eastern Time, on October 1, 2025, or as soon thereafter as practicable.

 The
Company understands that the Commission will consider this request for acceleration of the effective date of the Registration Statement
as a confirmation of the fact that the Company is aware of its responsibilities under the Securities Act as they relate to the proposed
public offering of the securities specified in the Registration Statement.

 Very
 truly yours,

 /s/
 Tan Yu

 Name:

 Tan
 Yu

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

CORRESP
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 DirectBooking
Technology Co., Ltd.

 September
26, 2025

 VIA
EDGAR

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 100
F Street, N.E.

 Washington,
DC 20549

 Attention: Ruairi Regan

 Jeffrey
Gabor

 Re:
 DirectBooking
 Technology Co., Ltd.

 Registration
 Statement on Form F-1 (File No. 333-287735)

 Withdrawal
 of Acceleration Request

 Ladies
and Gentlemen:

 Reference
is made to our letter filed as correspondence with the Securities and Exchange Commission via EDGAR on September 26, 2025 (the "Acceleration
Request"), in which we requested the acceleration of the effective date of the above-referenced Registration Statement on Form
F-1 (File No. 333-287735) (the "Registration Statement"), to 4:00 p.m., Eastern Time, on October 1, 2025, or as soon as practicable
thereafter, pursuant to Rule 461 under the Securities Act of 1933, as amended. We are no longer requesting that the Registration Statement
be declared effective at such date and time and we hereby formally, and with immediate effect, withdraw our request for acceleration
of the effective date.

 Please
direct any questions with respect to the withdrawal of the Acceleration Request of the Registration Statement to Sanny Choi at (646)
386-8128 of CFN Lawyers LLC.

 Very
truly yours,

 /s/
 Tan Yu

 Name:

 Tan
 Yu

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

CORRESP
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Primega
Group Holdings Limited

August
4, 2025

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Real Estate & Construction

U.S.
Securities and Exchange Commission

100
F Street, N.E.

Washington,
DC 20549

    Re:
    Primega
    Group Holdings Limited

    Registration
    Statement on Form F-1 (File No. 333-287735)

    Withdrawal
    of Acceleration Request

Ladies
and Gentlemen:

Reference
is made to our letter filed as correspondence with the Securities and Exchange Commission via EDGAR on July 30, 2025 (the “Acceleration
Request”), in which we requested the acceleration of the effective date of the above-referenced Registration Statement on Form
F-1 (File No. 333-287735) (the “Registration Statement”), to 4:00 p.m., Eastern Time, on August 4, 2025, or as soon as practicable
thereafter, pursuant to Rule 461 under the Securities Act of 1933, as amended. We are no longer requesting that the Registration Statement
be declared effective at such date and time and we hereby formally, and with immediate effect, withdraw our request for acceleration
of the effective date.

Please
direct any questions with respect to the withdrawal of the Acceleration Request of the Registration Statement to Sanny Choi at (646)
386-8128 of CFN Lawyers LLC.

Very
truly yours,

    /s/
    Tan Yu

    Name:

    Tan
    Yu

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

CORRESP
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Primega
Group Holdings Limited

July
30, 2025

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Real Estate & Construction

U.S.
Securities and Exchange Commission

100
F Street, N.E.

Washington,
DC 20549

    Re:
    Primega
    Group Holdings Limited

    Registration
    Statement on Form F-1 (File No. 333-287735)

    Request
    for Acceleration of Effectiveness

Ladies
and Gentlemen:

In
accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Primega Group Holdings Limited
hereby requests an acceleration of the effectiveness of the above-referenced Registration Statement on Form F-1, as amended, so that
such Registration Statement will become effective at 4:00 p.m., Eastern Time, on August 4, 2025, or as soon thereafter as practicable.

The
Company understands that the Commission will consider this request for acceleration of the effective date of the Registration Statement
as a confirmation of the fact that the Company is aware of its responsibilities under the Securities Act as they relate to the proposed
public offering of the securities specified in the Registration Statement.

Very
truly yours,

    /s/
    Tan Yu

    Name:

    Tan
    Yu

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

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    CFN
                                            Lawyers LLC

    418
    Broadway #4607

    Albany,
    NY 12207, USA

    +1
    (646) 386 8128 Main

    cfn@cfnllc.us
    Email

July
10, 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:
    Ruairi
    Regan

    Jeffrey
    Gabor

    Re:
    Primega
    Group Holdings Ltd

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

    Filed
    June 13, 2025

    File
    No. 333-287735

Dear
Sirs/Madams,

On
behalf of our client, Primega Group Holdings Ltd, a foreign private issuer organized under the laws of the Cayman Islands (the “Company”),
we submit to the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
this letter setting forth the Company’s response to the comments contained in the Staff’s letter dated July 3, 2025 on the
Company’s Amendment No. 1 to Registration Statement on Form F-1 filed on June 13, 2025 (the “Registration Statement”).

The
Staff’s comments from its letter dated July 3, 2025 are repeated below in bold and followed by the Company’s responses. For
your convenience, we have also set forth the Company’s response to each of the Staff’s comments immediately below the corresponding
numbered comment. Capitalized terms used but not otherwise defined herein have the meanings set forth in the Registration Statement.

Registration
Statement on Form F-1submitted June 13, 2025

General

  1.
  We note your response
  to prior comment 1. Please provide an expanded response to that comment to address clearly the terms of the ten separate SPAs with
  each of the Purchasers, pursuant to which Mr. Man sold an aggregate of 13,464,000 shares directly to the Purchasers on April 7, 2025.
  Also, address the last sentence of our prior comment to clarify why the company has elected to register the resales by these selling
  shareholders and why such resales are being registered at this time.

We acknowledge the Staff’s comments and respectfully submit our responses as follows:

  (i)
  Please provide an expanded
  response to that comment to address clearly the terms of the ten separate SPAs with each of the Purchasers, pursuant to which Mr. Man
  sold an aggregate of 13,464,000 shares directly to the Purchasers on April 7, 2025.

Prior
to executing these transactions, Mr. Man Siu Ming held 17,840,000 Ordinary Shares of the Company, representing approximately 67.58% of
the Company’s total outstanding Ordinary Shares. Effective from April 7, 2025, Mr. Man entered into separate Share Purchase
Agreements “SPAs”) with a total of ten purchasers (each individually a “Purchaser” and collectively, the “Purchasers”),
pursuant to which he sold an aggregate of 13,464,000 Ordinary Shares directly to these Purchasers. While the transactions were collectively
negotiated by Mr. Man and all Purchasers, each Purchaser executed a separate SPA with substantially identical terms, differing only with
regard to the number of Shares purchased and the corresponding aggregate consideration paid. No preferential treatment was given to
any of the Purchasers.

Set forth below is a summary detailing the number of Shares acquired by each Purchaser and the respective aggregate purchase price paid pursuant to each SPA:

    Purchaser
    Number of Shares

 Purchased
    Consideration

(USD)

    Navigators Capital Management Co., Limited
      1,317,360
    $ 476,652.82

    GLOBALLINK COMMERCE LTD
      1,056,000
    $ 382,086.43

    ZENITH HOTEL MANAGEMENT LTD
      1,056,000
    $ 382,086.43

    GLOBALLINK TRADE LTD
      860,640
    $ 311,400.44

    Zhi Ding Group Co., Limited
      2,587,200
    $ 936,111.76

    JD Zhiding Technology Co., Limited
      1,317,360
    $ 476,652.82

    Happiness Technology Co., LTD
      1,317,360
    $ 476,652.82

    Public welfare happiness technology LTD
      1,317,360
    $ 476,652.82

    Innovation Future Technology Co. LTD
      1,317,360
    $ 476,652.82

    CLEVERAI LTD
      1,317,360
    $ 476,652.82

The
purchase price of $0.36 per Share was established through arm’s-length negotiations between Mr. Man and the Purchasers, taking
into account the then-prevailing market price for the Company’s Shares. On April 7, 2025, the transaction date, the Nasdaq closing
price of the Company’s Shares was $0.3960 per Share. As a result, the negotiated price represented a moderate discount (9.09%
off) on the prevailing market trading price, which is customary for privately negotiated block transactions. Accordingly, Mr.
Man held a candid view that the agreed purchase price represented fair and reasonable market value, reflective of an investment purpose
on the part of the Purchasers and consistent with their bearing the full economic and market risks inherent in such an investment.

Beyond the terms setting forth the Share quantity acquired and consideration paid, each SPA contains standardized substantive terms, which include, among other provisions:

  ●
  an
  acknowledgement by the Purchaser that the Shares are unregistered securities and are restricted securities as defined under
  applicable U.S. securities laws;

  ●
  a provision stipulating
  that completion of the Share transfer shall occur immediately upon execution of the SPA;

  ●
  mutual representations and
  warranties, whereby (a) Mr. Man represents possession of requisite legal power, authority, and capacity to enter into the SPA
  and perform his obligations thereunder, and (b) each Purchaser represents it has taken all requisite corporate actions necessary
  to authorize execution and performance of its obligations under the SPA;

  ●
  a confidentiality
  covenant prohibiting either party from publicly announcing the transaction without prior written approval from the other party,
  except as otherwise required by applicable laws, rules, the SEC, or other governmental or regulatory authorities;

  ●
  a
  choice-of-law provision that establishes the agreement shall be governed by, and construed in accordance with, the laws of Hong
  Kong.

  (ii)
  why the company has elected
  to register the resales by these selling shareholders

The Company is seeking to register all ordinary shares held by both (a) non-affiliate shareholders and (b) affiliate shareholders who have held their ordinary shares for more than one year, in each case who have specifically expressed an interest to the Company in having their ordinary shares registered.

The Purchasers referenced herein each constitute non-affiliate shareholders who purchased their respective Ordinary Shares directly from Mr. Man, in the transactions that closed on April 7, 2025. Mr. Man, as an affiliate, has continuously held his ordinary shares for a period exceeding three years. All of these Selling Shareholders expressly communicated their interests to the Company in having these Ordinary Shares registered. After careful consideration of their requests, the Company decided to register the ordinary shares of these Selling Shareholders in order to enhance the liquidity of their holdings and provide greater flexibility in trading those shares.

  (iii)
  why such resales are being
  registered at this time.

The resale shares are being registered at this time to provide the Selling Shareholders with greater liquidity and flexibility in freely trading their Ordinary Shares. As explicitly set forth in the respective SPAs, each of the Purchasers expressly acknowledged and agreed that the Shares acquired by them constituted unregistered, restricted securities. Considering (a) the length of the holding periods, which exceed three years in the case of Mr. Man Siu Ming and date back to April 2025 for each of the other Selling Shareholders, (b) the affiliate status of Mr. Man Siu Ming and the non-affiliate status of all other Selling Shareholders, and (c) the clearly expressed intentions of these Selling Shareholders to enhance liquidity of their investments through a resale registration, the Company has concluded that registering these Shares at this time is appropriate and consistent with market practice.

Having established that: (a) the sales of the Shares by Mr. Man Siu Ming to the Purchasers were conducted through arm’s-length negotiations at fair and reasonable market prices; (b) the Selling Shareholders have held these Shares for periods exceeding three years for Mr. Man Siu Ming and at least several months (since April 2025) for the other Selling Shareholders; (c) the Selling Shareholders have borne full economic and market risk relating to their investment; (d) except for Mr. Man Siu Ming, none of the Selling Shareholders is an affiliate of the Company; (e) none of the Selling Shareholders has received, or will receive, any commission or other payment from the Company in connection with the resale of their respective resale shares, the Company respectfully submits that the registration of the Shares for resale by the Selling Shareholders pursuant to the Registration Statement is a valid secondary offering under Rule 415(a)(1)(i).

If
any additional supplemental information is required by the Staff or if you have any questions regarding the foregoing, please contact
Sanny Choi or Kevin Dong of CFN Lawyers LLC at (646) 386-8128 with any questions or further comments regarding the responses to the Staff’s
comments.

    Very
    truly yours,

    /s/
    Sanny Choi

    Sanny
                                            Choi

    CFN
    Lawyers LLC

July 3, 2025
Man Siu Ming
Chief Executive Officer
Primega Group Holdings Ltd
Room 2912, 29/F., New Tech Plaza
34 Tai Yau Street
San Po Kong
Kowloon, Hong Kong
Re:Primega Group Holdings Ltd
Registration Statement on Form F-1
Response dated June 25, 2025
File No. 333-287735
Dear Man Siu Ming:
            We have reviewed your Supplemental Response dated June 25, 2025  and have the
following comment.
            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 June 18, 2025 letter.
Supplemental Response dated June 25, 2025
General
1.We note your response to prior comment 1. Please provide an expanded response to
that comment to address clearly the terms of the ten separate SPAs with each of the
Purchasers, pursuant to which Mr. Man sold an aggregate of 13,464,000 shares
directly to the Purchasers on April 7, 2025. Also, address the last sentence of our prior
comment to clarify why the company has elected to register the resales by these
selling shareholders and why such resales are being registered at this time.

July 3, 2025
Page 2
            Please contact Ruairi Regan at 202-551-3269 or Jeffrey Gabor at 202-551-2544 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Kevin Dong, Esq.

CORRESP
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    CFN
                                            Lawyers LLC

    418
    Broadway #4607

    Albany,
    NY 12207, USA

    +1
    (646) 386 8128 Main

    cfn@cfnllc.us
    Email

June
25, 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:
    Ruairi
    Regan

    Jeffrey
    Gabor

    Re:
    Primega
    Group Holdings Ltd

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

    Filed
    June 13, 2025

    File
    No. 333-287735

Dear
Sirs/Madams,

On
behalf of our client, Primega Group Holdings Ltd, a foreign private issuer organized under the laws of the Cayman Islands (the “Company”),
we submit to the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
this letter setting forth the Company’s response to the comments contained in the Staff’s letter dated June 18, 2025 on the
Company’s Amendment No. 1 to Registration Statement on Form F-1 filed on June 13, 2025 (the “Registration Statement”).

The
Staff’s comments from its letter dated June 13, 2025 are repeated below in bold and followed by the Company’s responses.
For your convenience, we have also set forth the Company’s response to each of the Staff’s comments immediately below the
corresponding numbered comment. Capitalized terms used but not otherwise defined herein have the meanings set forth in the Registration
Statement.

Registration
Statement on Form F-1submitted June 13, 2025

General

    1.
    Given
                                            the size of the offering relative to the number of common shares outstanding and held by
                                            non-affiliates, please provide us with a detailed legal and factual analysis explaining your
                                            basis for determining that this secondary offering is eligible to be made under Rule 415(a)(1)(i)
                                            and why it should not be treated as a primary offering. In responding, please consider the
                                            guidance set forth in Question 612.09 of our Securities Act Rules Compliance and Disclosure
                                            Interpretations. In your response please clarify why the company has elected to register
                                            the resales by these selling shareholders and why such resales are being registered at this
                                            time.

The
Company respectfully submits that the offering contemplated in the Registration Statement is not an indirect primary offering but is
a valid secondary offering by or on behalf of the selling stockholder that may be registered for resale on a continuous basis pursuant
to Rule 415(a)(1)(i) of Regulation C of the Securities Act of 1933, as amended (the “Securities Act”).

Rule
415(a)(1)(i) provides that securities may be registered for an offering to be made on a continuous or delayed basis in the future, provided
that the registration statement pertains only to securities “which are to be offered or sold solely by or on behalf of a person
or persons other than the registrant, a subsidiary of the registrant or a person of which the registrant is a subsidiary.” Thus,
Rule 415(a)(1)(i) permits an issuer to register securities to be sold on a delayed or continuous basis by the selling stockholders in
a secondary offering.

In
Question 612.09 of the Staff’s Securities Act Rules Compliance and Disclosure Interpretations (“C&DI.612.09”),
the Staff sets forth a detailed analysis of the relevant factors that should be examined when determining whether the offering is by
or on behalf of a person other than the registrant. C&DI.612.09 provides that:

“It
is important to identify whether a purported secondary offering is really a primary offering, i.e., the selling shareholders are actually
underwriters selling on behalf of an issuer. Underwriter status may involve additional disclosure, including an acknowledgment of the
seller’s prospectus delivery requirements. In an offering involving Rule 415 or Form S-3, if the offering is deemed to be on behalf
of the issuer, the Rule and Form in some cases will be unavailable (e.g., because of the Form S-3 “public float” test for
a primary offering, or because Rule 415(a)(1)(i) is available for secondary offerings, but primary offerings must meet the requirements
of one of the other subsections of Rule 415). The question of whether an offering styled as a secondary one is really on behalf of the
issuer is a difficult factual one, not merely a question of who receives the proceeds. Consideration should be given to how long the
selling shareholders have held the shares, the circumstances under which they received them, their relationship to the issuer, the amount
of shares involved, whether the sellers are in the business of underwriting securities, and finally, whether under all the circumstances
it appears that the seller is acting as a conduit for the issuer.”

Each
relevant factor listed in C&DI.612.09 is addressed below. Based on an analysis of these specific factors and all relevant circumstances,
the Company respectfully submits that the proposed offering described herein is appropriately characterized as a bona fide secondary
offering eligible for registration under Rule 415(a)(1)(i).

    (A)
    How
    Long the Selling Shareholders Have Held the Shares

The
selling shareholders include Mr. Man Siu Ming, Navigators Capital Management Co., Limited, GLOBALLINK COMMERCE LTD, ZENITH HOTEL MANAGEMENT
LTD, GLOBALLINK TRADE LTD, Zhi Ding Group Co., Limited, JD Zhiding Technology Co., Limited, Happiness Technology Co., LTD, Public welfare
happiness technology LTD, Innovation Future Technology Co. LTD, CLEVERAI LTD (collectively, the “Selling Shareholders”).

Mr.
Man Siu Ming has held his resale shares since April 14, 2022. The other ten Selling Shareholders have held their respective shares since
April 7, 2025, pursuant to the ten separate Share Purchase Agreements (“SPAs”) each entered into between Mr. Man Siu
Ming and the respective Selling Shareholders (the “Purchasers”). Accordingly, at the time of effectiveness of the
Registration Statement, the Selling Shareholders will have held these shares for periods exceeding three years for Mr. Man Siu Ming and
at least several months (since April 2025) for the other Selling Shareholders, respectively. Thus, the Selling Shareholders have borne
the full economic and market risk of their investments for a substantial period prior to the Registration Statement becoming effective.
This considerable holding period supports the conclusion that the Selling Shareholders are not underwriters who acquired the securities
with an intention to distribute them.

While
the presumption is that the longer securities are held, the less likely it is that a selling shareholder is acting as a conduit for a
primary offering, this factor alone is not determinative. Indeed, the Commission explicitly recognizes that even a relatively short holding
period does not, by itself, negate valid investment intent. Consistently, the Staff regularly permits issuers to register privately issued
shares promptly following, or even concurrently with, the closing of a private placement transaction.

    (B)
    The
    Circumstances Under Which the Selling Shareholders Received the Shares

In
2018, Mr. Man Siu Ming founded the Company’s operating subsidiary, Primega Construction Engineering Co. Limited (“Primega
Construction”) and owned 100% of its shares. In 2022, as part of a reorganization, the Company acquired, through its wholly
owned subsidiary, Celestial Power Group Limited, all the shares of Primega Construction from the Mr. Man Siu Ming and, as consideration
for such, issued 11,249,999 ordinary shares of the Company, par value $0.0001 per share, to Mr. Man Siu Ming on April 14, 2022.

Subsequently,
on April 7, 2025, Mr. Man Siu Ming entered into ten separate SPAs with each of the Purchasers, pursuant to which Mr. Man sold an aggregate
of 13,464,000 shares directly to the Purchasers.

The
Selling Shareholders have not entered into any underwriting relationships or arrangements with the Company, nor have they received any
commissions or other payments from the Company in connection with the resale of these shares. Furthermore, the Company will receive no
proceeds from any subsequent resale of the shares by the Selling Shareholders. Accordingly, the Company believes these circumstances
clearly distinguish the resale transactions contemplated by this Registration Statement from a primary offering made by, or on behalf
of, the Company.

    (C)
    The
    Relationship of the Selling Stockholders to the Company

Mr.
Man Siu Ming, one of the Selling Shareholders, serves as a director and the Chief Executive Officer of the Company. Aside from Mr. Man
Siu Ming, none of the other Selling Shareholders is an affiliate of the Company.

None
of the Selling Shareholders is acting on the Company’s behalf with respect to the shares being registered for resale under the
Registration Statement, and the Company has no contractual, legal or other relationship with any Selling Shareholder that would control
the timing, nature or amount of resales of such shares following the effectiveness of the Registration Statement or whether such shares
are ever resold at all under the Registration Statement.

None
of the Selling Shareholders has received, or will receive, any commission or other payment from the Company in connection with the resale
of their respective resale shares. Additionally, to the Company’s knowledge, none of the Selling Shareholders has ever been
affiliated with, or acted as, a broker-dealer or a representative thereof. To the extent the Selling Shareholders sell shares, they alone
will retain all proceeds from such resales. The Company will not receive any proceeds from these resales.

In
addition, the Staff has noted in its Securities Act Compliance and Disclosure Interpretation 116.15 (“C&DI 116.15”)
that “affiliates of issuers are not necessarily treated as being the alter egos of the issuers. Under appropriate circumstances,
affiliates may make offerings that are deemed to be genuine secondaries.” Accordingly, the non-affiliate status of the Selling
Shareholders, except for Mr. Man Siu Ming, further supports the Company’s position that the resale offering contemplated by the
Registration Statement is appropriately characterized as a secondary offering, and not a primary offering on behalf of the Company.

    (D)
    The
    Amount of Shares Involved

The
Company acknowledges the large amount of common shares involved; however, the Company does not believe that the amount of shares being
registered alone warrants re-characterizing a valid secondary offering as a primary offering. Pursuant to C&DI 612.09, the amount
of shares being offered is only one of several factors to be considered in evaluating whether, under all the circumstances, a purported
secondary offering is instead an indirect primary offering. In addition, Securities Act Compliance and Disclosure Interpretation 612.12
(“C&DI 612.12”) describes a scenario in which a controlling holder of more than 70% of the outstanding stock is
able to effect a valid secondary offering. The interpretation states, in relevant part:

“A
controlling person of an issuer owns a 73% block. That person will sell the block in a registered “at-the-market” equity
offering. Rule 415(a)(4) applies only to offerings by or on behalf of the registrant. A secondary offering by a control person that is
not deemed to be by or on behalf of the registrant is not restricted by Rule 415(a)(4).”

Additionally,
Securities Act Compliance and Disclosure Interpretation 216.14 (“C&DI 216.14”), regarding the use of Form S-3
to effect a secondary offering, also provides:

“Secondary
sales by affiliates may be made under General Instruction I.B.3 to Form S-3, even in cases where the affiliate owns more than 50% of
the issuer’s securities, unless the facts and circumstances indicate that the affiliate is acting as an underwriter by or on behalf
of the issuer.”

The
Company believes that these interpretive provisions make clear that a holder of in excess of 50% of the public float of a company’s
common stock can effect a valid secondary offering of its shares unless other facts, beyond the mere level of ownership, indicate that
the selling stockholder is acting as a conduit of the issuer.

Moreover,
there is no evidence that a distribution would occur if the Registration Statement is declared effective. The Company has been informed
that none of the Selling Shareholders has entered into any agreement or understanding regarding a distribution of the shares. We note
that under Rule 100(b) of Regulation M, a “distribution” is defined to require special selling efforts or methods:

“[A]n
offering of securities, whether or not subject to registration under the Securities Act, that is distinguished from ordinary trading
transactions by the magnitude of the offering and the presence of special selling efforts and special selling methods.”
(emphasis added)

Accordingly,
the mere size of a potential offering does not make a proposed sale a “distribution” under Regulation M. Special selling
efforts and selling methods must be employed before an offering can constitute a distribution. Here, there is no evidence that any special
selling efforts or selling methods have or would take place if all of the shares covered by the Registration Statement were registered.
Nor is there any evidence that any of the Selling Shareholders have conducted any road shows or taken any other actions to condition
or “prime” the market for their shares. The mere size of a potential offering does not make a proposed sale a “distribution,”
and the Company believes that the other factors discussed in this letter support the characterization of the offering as secondary in
nature.

    (E)
    Whether
    the Selling Shareholders Are in the Business of Underwriting Securities

The
Company is not aware of any Selling Shareholder being a registered broker-dealer or an affiliate of a broker-dealer as defined in Section
3(a)(4)(A) and Section 3(a)(5)(A) of the Securities Exchange Act of 1934, as amended. Furthermore, to the Company’s knowledge,
none of the Selling Shareholders is engaged in the business of underwriting securities.

    (F)
    Whether
    Under All Circumstances It Appears That the Selling Shareholders Are Acting as a Conduit for the Company

Under
the totality of the facts and circumstances, the Company respectfully submits that the Selling Shareholders are not acting as conduits
for the Company in conducting a distribution to the public. In particular, the following factors weigh in support of characterizing the
Registration Statement as a valid secondary offering:

  ●
  The Selling Shareholders
  have held these shares for periods exceeding three years for Mr. Man Siu Ming and at least several months (since April 2025) for the
  other Selling Shareholders, respectively;

  ●
  During these periods, the Selling Shareholders have borne full
economic and market risk relating to their investment;

  ●
  None of the Selling Shareholders
  has received, or will receive, any commission or other payment from the Company in connection with the resale of their respective resale
  shares;

  ●
  Except for Mr. Man Siu Ming, none of the Selling Shareholders
is an affiliate of the Company. Further, the Staff’s prior position in C&DI 116.15 concludes that affiliates are not automatically
deemed to be alter-egos of issuers and may validly engage in secondary offerings;

  ●
  None of the Selling Shareholders is engaged in the business
of underwriting securities, nor are they registered broker-dealers; and

June 18, 2025
Man Siu Ming
Chief Executive Officer
Primega Group Holdings Ltd
Room 2912, 29/F., New Tech Plaza
34 Tai Yau Street
San Po Kong
Kowloon, Hong Kong
Re:Primega Group Holdings Ltd
Amendment No. 1 to Registration Statement on Form F-1
Filed June 13, 2025
File No. 333-287735
Dear Man Siu Ming:
            We have conducted a limited review of your registration statement and have the
following comment.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Registration Statement on Form F-1
General
1.Given the size of the offering relative to the number of common shares outstanding
and held by non-affiliates, please provide us with a detailed legal and factual analysis
explaining your basis for determining that this secondary offering is eligible to be
made under Rule 415(a)(1)(i) and why it should not be treated as a primary offering.
In responding, please consider the guidance set forth in Question 612.09 of our
Securities Act Rules Compliance and Disclosure Interpretations. In your response
please clarify why the company has elected to register the resales by these selling
shareholders and why such resales are being registered at this time.

June 18, 2025
Page 2
            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 Ruairi Regan at 202-551-3269 or Jeffrey Gabor at 202-551-2544 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Kevin Dong, Esq.

CORRESP
 1
 filename1.htm

 Primega
Group Holdings Limited

 March
24, 2025

 VIA
EDGAR

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 Office
of Real Estate & Construction

 U.S.
Securities and Exchange Commission

 100
F Street, N.E.

 Washington,
DC 20549

 Re:
 Primega
 Group Holdings Limited

 Registration
 Statement on Form F-1 (File No. 333-285841)

 Request
 for Acceleration of Effectiveness

 Ladies
and Gentlemen:

 In
accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Primega Group Holdings Limited
hereby requests an acceleration of the effectiveness of the above-referenced Registration Statement on Form F-1, as amended, so that
such Registration Statement will become effective at 9:00 a.m., Eastern Time, on March 26, 2025, or as soon thereafter as practicable.

 The
Company understands that the Commission will consider this request for acceleration of the effective date of the Registration Statement
as a confirmation of the fact that the Company is aware of its responsibilities under the Securities Act as they relate to the proposed
public offering of the securities specified in the Registration Statement.

 Very
truly yours,

 /s/
 Man Siu Ming

 Name:
 Man
 Siu Ming

 Title:
 Director
 and Chairman of the Board

March 10, 2025
Kan Chi Wai
Chief Executive Officer and Director
Primega Group Holdings Limited
Room 2912, 29/F., New Tech Plaza
34 Tai Yau Street
San Po Kong
Kowloon, Hong Kong
Re:Primega Group Holdings Limited
Draft Registration Statement on Form F-1
Submitted February 27, 2025
CIK No. 0001966678
Dear Kan Chi Wai:
            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 Benjamin Holt at 202-551-6614 with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Clement Au, Esq.

CORRESP
1
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Primega
Group Holdings Limited

September
13, 2024

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Real Estate & Construction

U.S.
Securities and Exchange Commission

100
F Street, N.E.

Washington,
DC 20549

    Re:
    Primega
    Group Holdings Limited

    Registration
    Statement on Form F-1, as amended (File No. 333-282018)

    Request
    for Acceleration of Effectiveness

Ladies
and Gentlemen:

In
accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Primega Group Holdings Limited
hereby requests an acceleration of the effectiveness of the above-referenced Registration Statement on Form F-1, as amended, so that
such Registration Statement will become effective at 9:00 a.m., Eastern Time, on September 17, 2024, or as soon thereafter as practicable.

The
Company understands that the Commission will consider this request for acceleration of the effective date of the Registration Statement
as a confirmation of the fact that the Company is aware of its responsibilities under the Securities Act as they relate to the proposed
public offering of the securities specified in the Registration Statement.

    Very
    truly yours,

    /s/
    Man Siu Ming

    Name:
    Man
    Siu Ming

    Title:
    Director
    and Chairman of the Board

CORRESP
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Primega
Group Holdings Limited

September
12, 2024

VIA
EDGAR

Mr.
Benjamin Holt

Ms.
Brigitte Lippmann

Division
of Corporation Finance

Office
of Real Estate & Construction

U.S.
Securities and Exchange Commission

100
F Street, N.E.

Washington,
DC 20549

    Re:
    Primega
                                            Group Holdings Limited

    Registration
    Statement on Form F-1

    Filed
    September 10, 2024

    File
    No. 333-282018

Dear
Sir/Madam,

Primega
Group Holdings Limited (the “Company,” “we,” or “us”) hereby responds to the
letter received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”),
dated September 11, 2024, regarding its Registration Statement on Form F-1, filed on September 10, 2024.

Concurrently
with the submission of this letter, the Company is filing an amended registration statement on Form F-1 (the “Amended Registration
Statement”). The Staff’s comments are repeated below in bold and are followed by the Company’s response. Capitalized
terms used but not otherwise defined herein have the meanings set forth in the Registration Statement.

Registration
Statement on Form F-1 Submitted September 10, 2024

Selling
Shareholders, page 62

    1.
    We
    note your response to prior comment 1. Please also disclose the nature of any position, office or other material relationship that
    each selling shareholder has had within the past three years with any of the company’s predecessors or affiliates. See Part
    I, Item 9.D.1 of Form 20-F.

Response:
In response to the Staff’s comment, we have revised our disclosures on page 62 of the Registration Statement 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,
Kyle Leung, Esq., or Clement Au, Esq of CFN Lawyers LLC, at +852 3468 7093 and +852 3468 6938.

    Very
    truly yours,

    /s/
    Kan Chi Wai

    Name:
    Kan
    Chi Wai

    Title:
    Chief
    Executive Officer of the Company

    cc:
    Kyle
    Leung, Esq.

    Clement
    Au, Esq.

    CFN
    Lawyers LLC

September 11, 2024
Kan Chi Wai
Chief Executive Officer
Primega Group Holdings Limited
Room 2912, 29/F., New Tech Plaza
34 Tai Yau Street
San Po Kong
Kowloon, Hong Kong
Re:Primega Group Holdings Limited
Registration Statement on Form F-1
Filed September 10, 2024
File No. 333-282018
Dear Kan Chi Wai:
            We have conducted a limited review of your registration statement and have the following
comment.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our September 4, 2024 letter.
Registration Statement on Form F-1 filed September 10, 2024
Selling Shareholders, page 62
1.We note your response to prior comment 1. Please also disclose the nature of any
position, office or other material relationship that each selling shareholder has had within
the past three years with any of the company's predecessors or affiliates. See Part I, Item
9.D.1 of Form 20-F.
            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.

September 11, 2024
Page 2
            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 Benjamin Holt at 202-551-6614 or Brigitte Lippmann at 202-551-3713
with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Kyle Leung

CORRESP
1
filename1.htm

Primega
Group Holdings Limited

September
10, 2024

VIA
EDGAR

Mr.
Benjamin Holt

Ms.
Brigitte Lippmann

Division
of Corporation Finance

Office
of Real Estate & Construction

U.S.
Securities and Exchange Commission

100
F Street, N.E.

Washington,
DC 20549

    Re:
    Primega
    Group Holdings Limited

    Draft
    Registration Statement on Form F-1

    Submitted
    August 19, 2024

    CIK
    No. 0001966678

Dear
Sir/Madam,

Primega
Group Holdings Limited (the “Company,” “we,” or “us”) hereby responds to the
letter received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”),
dated September 4, 2024, regarding its Draft Registration Statement on Form F-1, submitted on August 19, 2024.

Concurrently
with the submission of this letter, the Company is filing the registration statement on Form F-1 (the “Registration Statement”)
and certain exhibits via EDGAR with the Commission. The Staff’s comments are repeated below in bold and are followed by the Company’s
responses. Capitalized terms used but not otherwise defined herein have the meanings set forth in the Registration Statement.

Draft
Registration Statement on Form F-1 Submitted August 19, 2024

Selling
Shareholders, page 62

 1. Please
                                            include the address of each selling shareholder and disclose the nature of any position,
                                            office or other material relationship that the selling shareholder has had within the past
                                            three years with the company or any of its predecessors or affiliates. See Part I Item 9.D.1
                                            of Form 20-F.

Response:
In response to the Staff’s comment, we have revised our disclosures on page 62 of the Registration Statement accordingly.

 2. Please
                                            identify in the footnotes to the table the persons who have voting or dispositive power over
                                            the shares being offered.

Response:
In response to the Staff’s comment, we have revised our disclosures on page 62 of the Registration Statement accordingly.

 3. Please
                                            described in this section the initial transaction(s) relating to the shares being offered
                                            for resale, including the date the securities were issued by the company to the selling shareholders.

Response:
In response to the Staff’s comment, we have revised our disclosures on page 62 of the Registration Statement 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,
Kyle Leung, Esq., or Clement Au, Esq of CFN Lawyers LLC, at +852 3468 7093 and +852 3468 6938.

    Very
    truly yours,

    /s/ Kan Chi Wai

    Name:
    Kan
    Chi Wai

    Title:
    Chief
    Executive Officer of the Company

    cc:
    Kyle Leung, Esq.

                                                         Clement
                                            Au, Esq.

    CFN
Lawyers LLC

September 4, 2024
Kan Chi Wai
Chief Executive Officer
Primega Group Holdings Limited
Room 2912, 29/F., New Tech Plaza
34 Tai Yau Street
San Po Kong
Kowloon, Hong Kong
Re:Primega Group Holdings Limited
Draft Registration Statement on Form F-1
Submitted August 19, 2024
CIK No. 0001966678
Dear Kan Chi Wai:
            We have conducted a limited review of your draft registration statement and have the
following comments.
            Please respond to this letter by providing any requested information and by publicly filing
your registration statement and non-public draft submission on EDGAR. If you do not believe a
comment applies to your facts and circumstances or do not believe an amendment is appropriate,
please tell us why in your response.
            After reviewing the information you provide in response to this letter and your filed
registration statement, we may have additional comments.
Draft Registration Statement on Form F-1 submitted August 19, 2024
Selling Shareholders, page 62
1.Please include the address for each selling shareholder and disclose the nature of any
position, office or other material relationship that the selling shareholder has had within
the past three years with the company or any of its predecessors or affiliates. See Part I,
Item 9.D.1 of Form 20-F.
2.Please identify in the footnotes to the table the persons who have voting or dispositive
power over the shares being offered.

September 4, 2024
Page 2
3.Please describe in this section the initial transaction(s) relating to the shares being offered
for resale, including the date the securities were issued by the company to the selling
shareholders.
            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.
            We also remind you that your registration statement must be on file no later than 48 hours
prior to the requested effective date and time. 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 Benjamin Holt at 202-551-6614 or Brigitte Lippmann at 202-551-3713
with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Kyle Leung

CORRESP
1
filename1.htm

Primega
Group Holdings Limited

June
27, 2024

Via
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Real Estate & Construction

100
F Street, NE

Washington,
D.C., 20549

    Re:
    Primega
    Group Holdings Limited

    Registration
    Statement on Form F-1, as amended (File No. 333-277692)

    Request
    for Acceleration of Effectiveness

Ladies
and Gentlemen:

In
accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Primega Group Holdings Limited
hereby requests that the effectiveness of the above-referenced Registration Statement on Form F-1 (the “Registration Statement”)
be accelerated and that the Registration Statement become effective at 4:30 p.m., Eastern Time, on July 1, 2024, or as soon thereafter
as practicable.

    Very
    truly yours,

    Primega
    Group Holdings Limited

    By:
    /s/
    Hui Chun Kit

    Name:
    Hui
    Chun Kit

    Title:
    Chief
    Executive Officer

    cc:
    Ying
    Li, Esq.

    Hunter
    Taubman Fischer & Li LLC

CORRESP
1
filename1.htm

Bancroft
Capital, LLC

501
Office Center Drive, Suite 130

Fort
Washington, PA 19034

VIA
EDGAR

June
27, 2024

Mr.
Ruairi Regan

Division
of Corporation Finance

Office
of Real Estate & Construction

U.S.
Securities and Exchange Commission

100
F Street, NE

Washington,
D.C., 20549

    Re:
    Primega
    Group Holdings Limited

    Registration
    Statement on Form F-1, as amended (File No. 333-277692)

    Request
    for Acceleration of Effectiveness

Dear
Mr. Regan:

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, Bancroft Capital, LLC, as the underwriter, hereby requests the acceleration of the effective date of the above-referenced Registration
Statement so that it will become effective 4:30 p.m., Eastern Time, on July 1, 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 June 21,
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.

Very
truly yours,

BANCROFT
CAPITAL, LLC

    By:

    /s/
    Jason Diamond

    Name:
    Jason
    Diamond

    Title:
    Managing
    Director

CORRESP
1
filename1.htm

Primega
Group Holdings Limited

June
[  ], 2024

Via
EDGAR

Mr.
Ruairi Regan

Division
of Corporation Finance

Office
of Real Estate & Construction

U.S.
Securities and Exchange Commission

100
F Street, NE

Washington,
D.C., 20549

    Re:
    Primega
    Group Holdings Limited

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

    Filed
    May 31, 2024

    File
    No. 333-277692

Dear
Mr. Regan:

This
letter is in response to the letter dated June 17, 2024, from the staff (the “Staff”) of the U.S. Securities and Exchange
Commission (the “Commission”) addressed to Primega Group Holdings Limited (the “Company,” “we,” and
“our”). For ease of reference the Commission’s comment is recited below and is followed by our response. An amended
registration statement on Form F-1 (“Amended Registration Statement No.3”) is being filed to accompany this letter.

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

General

1.
Please add back Part II of the registration statement which you have deleted when removing the resale prospectus.

The
Company acknowledges the Staff’s comment and respectfully advises the Staff that it has added back Part II of 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/
    Hui Chun Kit

    Name:
    Hui
    Chun Kit

    Title:

    Chief
    Executive Officer

Ying
Li, Esq.

Hunter
Taubman Fischer & Li LLC

United States securities and exchange commission logo
June 17, 2024
Hui Chun Kit
Chief Executive Officer
Primega Group Holdings Ltd
Room 2912, 29/F., New Tech Plaza
34 Tai Yau Street
San Po Kong
Kowloon, Hong Kong
Re:Primega Group Holdings Ltd
Amendment No. 2 to Registration Statement on Form F-1
Filed May 31, 2024
File No. 333-277692
Dear Hui Chun Kit:
            We have reviewed your amended registration statement and have the following comment.
            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. 2 to Registration Statement on Form F-1
General
1.Please add back Part II of the registration statement which you have deleted when
removing the resale prospectus.

 FirstName LastNameHui Chun Kit
 Comapany NamePrimega Group Holdings Ltd
 June 17, 2024 Page 2
 FirstName LastName
Hui Chun Kit
Primega Group Holdings Ltd
June 17, 2024
Page 2
            Please contact Babette Cooper at 202-551-3396 or Wilson Lee at 202-551-3468 if you
have questions regarding comments on the financial statements and related matters. Please
contact Ruairi Regan at 202-551-3269 or Brigitte Lippmann at 202-551-3713 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Ying Li, Esq.

CORRESP
1
filename1.htm

Primega
Group Holdings Limited

May
31, 2024

Via
EDGAR

Mr.
Ruairi Regan

Division
of Corporation Finance

Office
of Real Estate & Construction

U.S.
Securities and Exchange Commission

100
F Street, NE

Washington,
D.C., 20549

    Re:
    Primega
    Group Holdings Limited

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

    Filed
    April 25, 2024

    File
    No. 333-277692

Dear
Mr. Regan:

This
letter is in response to the letter dated May 21, 2024, from the staff (the “Staff”) of the U.S. Securities and Exchange
Commission (the “Commission”) addressed to Primega Group Holdings Limited (the “Company,” “we,” and
“our”). For ease of reference the Commission’s comment is recited below and is followed by our response. An amended
registration statement on Form F-1 (“Amended Registration Statement No.2”) is being filed to accompany this letter.

Amended
Registration Statement on Form F-1

General

1.
We note that the selling shareholders using the resale prospectus have no registration rights and otherwise have no material relationship
with the company other than as stockholders, and that such resales, conducted at market prices, constitute the majority of the shares
being registered for sale pursuant to the registration statement. To help us understand whether these resales are, in fact, being conducted
on behalf of the company, please elaborate upon why the company is registering resales on their behalf in conjunction with the company’s
own firm commitment offering, why the selling shareholders acquired the shares from your controlling shareholder as opposed to acquiring
such shares directly from you, and how they came to be aware of the controlling shareholder’s desire to transfer, sell or dispose
of their shares, and why the controlling stockholder determined to make the sales at that time. As related to Dusk Moon International
Limited and Moss Mist Investment Limited, please also tell us whether Eddid Securities USA, Inc., had any role in, or direct or indirect
participation in facilitating the sale of shares.

The
Company acknowledges the Staff’s comment and respectfully advises the Staff that it has modified the offering structure to remove
the proposed resale of 5,512,500 ordinary shares offered by Dusk Moon International Limited, Moss Mist Investment Limited, Primewin Corporate
Development Limited, Shun Kai Investment Development Limited, and Mr. Man Siu Ming, and has modified the related disclosure in the Amended
Registration Statement No.2, accordingly. The proposed resale of 250,000 ordinary shares offered by Mr. Man Siu Ming, which will be underwritten
by Eddid, will not be removed from the offering structure.

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/
    Hui Chun Kit

    Name:
    Hui
    Chun Kit

    Title:

    Chief
    Executive Officer

Ying
Li, Esq.

Hunter
Taubman Fischer & Li LLC

United States securities and exchange commission logo
May 21, 2024
Hui Chun Kit
Chief Executive Officer
Primega Group Holdings Ltd
Room 2912, 29/F., New Tech Plaza
34 Tai Yau Street
San Po Kong
Kowloon, Hong Kong
Re:Primega Group Holdings Ltd
Amendment No. 1 to Registration Statement on Form F-1
Filed April 25, 2024
File No. 333-277692
Dear Hui Chun Kit:
            We have reviewed your amended registration statement and have the following comment.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe our 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 March 29, 2024 letter.
Amended Registration Statement on Form F-1
General
1.We note your response to prior comment 1.  It remains unclear why the company has
elected to register the resales by these selling shareholders and why such resales are being
registered at this time.  We note that the selling shareholders using the resale prospectus
have no registration rights and otherwise have no material relationship with the company
other than as stockholders, and that such resales, conducted at market prices, constitute the
majority of the shares being registered for sale pursuant to the registration statement.  To
help us understand whether these resales are, in fact, being conducted on behalf of the
company, please elaborate upon why the company is registering resales on their behalf in
conjunction with the company’s own firm commitment offering, why the selling

 FirstName LastNameHui Chun Kit
 Comapany NamePrimega Group Holdings Ltd
 May 21, 2024 Page 2
 FirstName LastName
Hui Chun Kit
Primega Group Holdings Ltd
May 21, 2024
Page 2
shareholders acquired the shares from your controlling shareholder as opposed to
acquiring such shares directly from you, and how they came to be aware of the controlling
shareholder’s desire to transfer, sell or dispose of their shares, and why the controlling
stockholder determined to make the sales at that time.  As related to Dusk Moon
International Limited and Moss Mist Investment Limited, please also tell us whether
Eddid Securities USA, Inc., had any role in, or direct or indirect participation in
facilitating the sale of shares.
            Please contact Babette Cooper at 202-551-3396 or Wilson Lee at 202-551-3468 if you
have questions regarding comments on the financial statements and related matters. Please
contact Ruairi Regan at 202-551-3269 or David Link at 202-551-3356 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Ying Li, Esq.

CORRESP
1
filename1.htm

Primega
Group Holdings Limited

April
25, 2024

Via
EDGAR

Mr.
Ruairi Regan

Division
of Corporation Finance

Office
of Real Estate & Construction

U.S.
Securities and Exchange Commission

100
F Street, NE

Washington,
D.C., 20549

    Re:
    Primega
    Group Holdings Limited

    Registration
    Statement on Form F-1

    Filed
    March 6, 2024

    File
    No. 333-277692

Dear
Mr. Regan:

This
letter is in response to the letter dated March 29, 2024, from the staff (the “Staff”) of the U.S. Securities and Exchange
Commission (the “Commission”) addressed to Primega Group Holdings Limited (the “Company,” “we,” and
“our”). For ease of reference the Commission’s comment is recited below and is followed by our response. An amended
registration statement on Form F-1 (“Amended Registration Statement No.1”) is being filed to accompany this letter.

Registration
Statement on Form F-1

General

1.
Given the size of the offering relative to the number of common shares outstanding and held by non-affiliates, please provide us with
a detailed legal and factual analysis explaining your basis for determining that this secondary offering is eligible to be made under
Rule 415(a)(1)(i) and why it should not be treated as a primary offering. In responding, please consider the guidance set forth in Question
612.09 of our Securities Act Rules Compliance and Disclosure Interpretations.

The
Company acknowledges the Staff’s comment and respectfully advises the Staff that it believes the proposed resale of 5,762,500 ordinary
shares of the Company (the “Resale Shares”), par value US$0.00005 per ordinary share (the “Ordinary Shares”),
consisting of 250,000 Ordinary Shares offered by the Company’s director and controlling shareholder, Mr. Man Siu Ming (the “Selling
Shareholder”), and an aggregate of 5,512,500 Ordinary shares offered by Dusk Moon International Limited (“Dusk Moon”),
Moss Mist Investment Limited (“Moss Mist”), Primewin Corporate Development Limited (“Primewin”),
Shun Kai Investment Development Limited (“Shun Kai”) and Mr. Man Siu Ming (collectively, the “Reselling Shareholders,”
and each, a “Reselling Shareholder”) as contemplated in the Registration Statement, is not an indirect primary offering
and is a secondary offering under Rule 415(a)(1)(i) promulgated under the Securities Act of 1933, as amended (the “Securities
Act”).

Our
analysis of the six enumerated factors contained in Question 612.09 of the Securities Act Rules Compliance and Disclosure Interpretations
(“C&DI.612.09”) is as follows:

Background

In
2018, Mr. Man Siu Ming founded the Company’s operating subsidiary, Primega Construction Engineering Co. Limited (“Primega
Construction”) and owned 100% of its shares. In 2022, as part of a reorganization, the Company acquired, through its wholly
owned subsidiary, Celestial Power Group Limited, all the shares of Primega Construction from the Mr. Man Siu Ming and, as consideration
for such, issued 11,249,999 ordinary shares of the Company, par value $0.0001 per share, to the Selling Shareholder on April 14, 2022.

On
July 20, 2022, Mr. Man Siu Ming entered into a sale and purchase agreement with each of Primewin and Shun Kai (collectively, the “2022
Sales and Purchase Agreements”). Pursuant to the 2022 Sales and Purchase Agreements, Mr. Man Siu Ming sold 551,250 ordinary
shares of the Company to each of Primewin and Shun Kai, for a consideration of $103,000 each. The consideration for the Ordinary Shares
was determined by way of negotiations between Mr. Man Siu Ming, Primewin and Shun Kai, with reference to the net asset value of the Company
as of March 31, 2022, as determined from the unaudited management accounts of the Company and its subsidiaries (the “Group”)
for the year ended March 31, 2022.

On
December 5, 2023, Mr. Man Siu Ming entered into a sale and purchase agreement with each of Dusk Moon, and Moss Mist (collectively, the
“2023 Sale and Purchase Agreements”). Pursuant to the 2023 Sale and Purchase Agreements, Mr. Man Siu Ming sold 551,250
ordinary shares of the Company to each of Dusk Moon and Moss Mist, for a consideration of $206,000 each. The consideration for the Ordinary
Shares was determined by way of negotiations between Mr. Man Siu Ming, Dusk Moon and Moss Mist, with reference to the net asset value
of the Company as of September 30, 2023, as determined from the unaudited management accounts of the Group for the six months ended September
30, 2023.

On
February 28, 2024, the Company conducted a 2-for-1 share split, after which the authorized share capital of the Company consists of $50,000
divided into 1,000,000,000 Ordinary Shares, par value US$0.00005 each, and the issued share capital of the Company consists of $1,125
divided into 22,500,000 Ordinary Shares, par value US$0.00005 per share.

The
Company filed the Registration Statement to register for the resale of (a) 250,000 Ordinary Shares offered by the Selling Shareholder,
Mr. Man Siu Ming, and (b) up to 5,512,500 Ordinary shares offered by the Reselling Shareholders, including (i) up to 1,102,500 Ordinary
Shares offered by Dusk Moon, (ii) up to 1,102,500 Ordinary Shares offered by Moss Mist, (iii) up to 1,102,500 Ordinary Shares offered
by Primewin, (iv) up to 1,102,500 Ordinary Shares offered by Shun Kai, and (v) up to 1,102,500 Ordinary Shares offered by Mr. Man Siu
Ming. The 250,000 Ordinary Shares offered by the Selling Shareholder are being underwritten by Eddid Securities USA Inc., the underwriter
(the “Underwriter”) for the Company’s initial public offering (the “IPO”).

Factor
1: How Long the Selling Stockholders Have Held the Securities

Mr.
Man Siu Ming has held his respective Resale Shares since April 14, 2022. Primewin and Shun Kai have held their respective Resale Shares
since the transfer of shares on July 20, 2022 pursuant to the 2022 Sale and Purchase Agreements. The Company believes that the length
of time during which Mr. Man Siu Ming, Primewin and Shun Kai have held their shares demonstrates the sale of the Resale Shares offered
by these Reselling Shareholders is not a primary offering being conducted by or on behalf of the Company.

Dusk
Moon and Moss Mist have held their respective Resale Shares since the transfer of shares on December 5, 2023 pursuant to the 2023 Sale
and Purchase Agreements.

While
the presumption is that the longer securities are held, the less likely it is that a selling shareholder is acting as a conduit for a
primary offering, such a factor is not determinative, and the Commission has, in fact, specifically recognized that a short holding period
does not by itself negate valid investment intent. The Staff regularly permits issuers to register privately issued shares for resale
promptly following, or even prior to, the closing of a private placement transaction.

Factor
2: Circumstances Under Which the Securities Were Acquired

The
circumstances under which the Selling Shareholder and each Reselling Shareholder acquired their respective Resale Shares have been discussed
in detail under the heading “Background” above.

Except
for the 250,000 Ordinary Shares offered by Mr. Man Siu Ming that are being underwritten by the Underwriter, the Selling Shareholder and
Reselling Shareholders have not entered into any other underwriting relationship or arrangement with the Company, nor have they received
any commission or other payment from the Company in connection with the resale of any of its securities. The Company will receive no
proceeds from the resale of the shares, if any, by the Selling Shareholder and the Reselling Shareholders. The Company believes these
circumstances are distinct from those involving a primary offering by or on behalf of the Company.

Furthermore,
Rule 100 of Regulation M defines a “distribution” as “an offering of securities, whether or not subject to registration
under the Securities Act, that is distinguished from ordinary trading transactions by the magnitude of the offering and the
presence of special selling efforts and selling methods.” The Company is not aware of any evidence that would suggest that any
such special selling efforts or selling methods, such as investor presentations or road shows, by or on behalf of the Selling Shareholder
and the Reselling Shareholders, have taken place or are intended to take place if the Registration Statement is declared effective.

Factor
3: Relationship of the Selling Shareholder and Reselling Shareholders to the Issuer

Mr.
Man Siu Ming, the Selling Shareholder and a Reselling Shareholder, is the controlling shareholder and the chairman of the board of directors
of the Company. Except for Mr. Man Siu Ming, no other Reselling Shareholder is an affiliate of the Company.

Primewin
was one of the Company’s major customers for the years ended March 31, 2021 and 2022. The owner of Shun Kai, Mr. Chan Wan Yiu,
is an employee of Primega Construction, which is the Company’s operating subsidiary. Except for the above, the Company does not
have other material relationships with any of the Selling Shareholder and Reselling Shareholders.

Notwithstanding
the Company’s relationship with Mr. Man Siu Ming, Primewin and Shun Kai, except for the 250,000 Ordinary Shares offered by Mr.
Man Siu Ming that are being underwritten by the Underwriter, the Company does not have any other underwriting relationship with any of
the Selling Shareholder and Reselling Shareholders or any other contractual, legal, or other relationship that would allow the Company
to control the timing, nature, or amount of resales of the resale shares following the effectiveness of the Registration Statement or
even whether any such resale shares are resold at all under the Registration Statement. None of the Selling Shareholders and Reselling
Shareholders received any commission or other payment from the Company in connection with the resale of their respective Resale Shares.
To the Company’s knowledge, at no time has a Selling Shareholder or Reselling Shareholder been affiliated with or acted as a securities
broker-dealer or representative thereof. To the extent that the Selling Shareholder and Reselling Shareholders sell their respective
Resale Shares, the Selling Shareholder and Reselling Shareholders will retain all proceeds from such resales, and the Company will not
receive any of the proceeds from the resales.

No
registration rights were granted to Primewin, Shun Kai, Dusk Moon and Moss Mist (collectively, the “Purchasers”) in
the 2022 Sale and Purchase Agreements and the 2023 Sale and Purchase Agreements.

The
Reselling Shareholders were selected to participate in this resale offering because, except for Mr. Man Siu Ming, (i) no other Reselling
Shareholders is an affiliate of the Company, and (ii) the number of shares held by each other Reselling Shareholder is less than 5% of
the outstanding shares of the Company, the resale of which the Company believes is less likely to cause fluctuations in the market price
of the Ordinary Shares following the initial public offering.

Factor
4: Amount of Shares Involved

The
total number of Ordinary Shares registered for resale is 5,762,500, representing 25.61% of the Company’s issued and outstanding
shares as of the date hereof, consisting of (a) 250,000 Ordinary Shares offered by the Selling Shareholder, Mr. Man Siu Ming, and being
underwritten, and (b) 5,512,500 Ordinary shares offered by the Reselling Shareholders, including (i) 1,102,500 Ordinary Shares offered
by Dusk Moon, (ii) 1,102,500 Ordinary Shares offered by Moss Mist, (iii) 1,102,500 Ordinary Shares offered by Primewin, (iv) 1,102,500
Ordinary Shares offered by Shun Kai, and (v) 1,102,500 Ordinary Shares offered by Mr. Man Siu Ming.

Except
for Mr. Man Siu Ming, who owns 80.4% of the outstanding shares as of the date hereof and is seeking to register an aggregate of 6% of
the outstanding shares of the Company, none of the Reselling Shareholders holds or is seeking to register more than 5% of the outstanding
shares of the Company.

Factor
5: Whether the Selling Shareholders are in the Business of Underwriting Securities

Based
on the information supplied to the Company by the Reselling Shareholders, each of the Reselling Shareholders, except for Mr. Man Siu
Ming, is a holding company 100% controlled by an individual. To the Company’s knowledge, the Reselling Shareholders are not, nor
have they ever been, in the business of underwriting securities.

Factor
6: Whether under All the Circumstances it Appears that the Selling Shareholders are Acting as a Conduit for the Company

The
Company respectfully submits that it believes that the circumstances of the offering do not indicate that the Selling Shareholder and
Reselling Shareholders are selling their respective Resale Shares on behalf of the Company. The Company will receive no portion of the
proceeds from any resales. None of the Selling Shareholder and Reselling Shareholders acquired their respective Resale Shares under circumstances
that would indicate that it was receiving compensation from the Company in connection with the resale or that the Company had any financial
interest in the resale of its respective resale shares. Additionally, there is no evidence of special selling efforts or selling methods
that would suggest a view to “distribution.” Finally, to the Company’s knowledge, the Selling Shareholder and Reselling
Shareholders are not in the business of underwriting securities. In light of the facts described above, we respectfully advise the Staff
that we believe the Selling Shareholder and Reselling Shareholders are not acting as underwriters on behalf of, or as a conduit for,
the Company.

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/
    Hui Chun Kit

    Name:
    Hui
    Chun Kit

    Title:

    Chief
    Executive Officer

Ying
Li, Esq.

Hunter
Taubman Fischer & Li LLC

United States securities and exchange commission logo
March 29, 2024
Hui Chun Kit
Chief Executive Officer
Primega Group Holdings Ltd
Room 2912, 29/F., New Tech Plaza
34 Tai Yau Street
San Po Kong
Kowloon, Hong Kong
Re:Primega Group Holdings Ltd
Registration Statement on Form F-1
Filed March 6, 2024
File No. 333-277692
Dear Hui Chun Kit:
            We have reviewed your registration statement and have the following comment.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe our comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form F-1
General
1.Given the size of the offering relative to the number of common shares outstanding and
held by non-affiliates, please provide us with a detailed legal and factual analysis
explaining your basis for determining that this secondary offering is eligible to be made
under Rule 415(a)(1)(i) and why it should not be treated as a primary offering.  In
responding, please consider the guidance set forth in Question 612.09 of our Securities
Act Rules Compliance and Disclosure Interpretations.
            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.

 FirstName LastNameHui Chun Kit
 Comapany NamePrimega Group Holdings Ltd
 March 29, 2024 Page 2
 FirstName LastName
Hui Chun Kit
Primega Group Holdings Ltd
March 29, 2024
Page 2
            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 Babette Cooper at 202-551-3396 or Wilson Lee at 202-551-3468 if you
have questions regarding comments on the financial statements and related matters. Please
contact Ruairi Regan at 202-551-3269 or David Link at 202-551-3356 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Ying Li, Esq.

United States securities and exchange commission logo
May 8, 2023
Hui Chun Kit
Chief Executive Officer
Primega Group Holdings Ltd
Room 2912, 29/F., New Tech Plaza
34 Tai Yau Street
San Po Kong
Kowloon, Hong Kong
Re:Primega Group Holdings Ltd
Draft Registration Statement on Form F-1
Submitted April 11, 2023
CIK No. 0001966678
Dear Hui Chun Kit:
            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.
Form DRS submitted April 11, 2023
Cover page
1.Please disclose the location of your auditor’s headquarters.
Recent Regulatory Developments in the PRC, page 13
2.Please address clearly whether the Trial Administrative Measures of Overseas Securities
Offering and Listing by Domestic Companies are applicable to you and whether you
intend to seek approval of this offering from the CSRC.

 FirstName LastNameHui Chun Kit
 Comapany NamePrimega Group Holdings Ltd
 May 8, 2023 Page 2
 FirstName LastName
Hui Chun Kit
Primega Group Holdings Ltd
May 8, 2023
Page 2
Risk Factors
We have a concentrated customer base..., page 30
3.Please disclose clearly in this section and elsewhere the extent to which principal
customers are related parties and identify such customers and related risks.
Liquidity and Capital Resources
Finance Lease Obligations, page 68
4.Please disclose the material terms of your finance leases including the parties to the leases,
the number of leases outstanding and the term of each lease.
Price Stabilization, Short Positions, and Penalty Bids, page 118
5.Please provide expanded disclosure regarding syndicate short positions and the manner in
which they are covered, including an explanation of what covered short sales are and what
naked short sales are.
3. Accounts Receivable, Net, page F-15
6.Please tell us how you considered the disclosure requirements of ASC 326-20-50.
            You may contact Babette Cooper at 202-551-3396 or Wilson Lee at 202-551-3468 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Ruairi Regan at 202-551-3269 or David Link at 202-551-3356 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Ying Li, Esq.