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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 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.

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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

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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

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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

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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

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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

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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.

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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.

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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.