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                                                            December 30, 2024

Yujie Chen
Chief Executive Officer
Grande Group Limited
Suite 2701, 27/F., Tower 1
Admiralty Center, 18 Harcourt Road
Admiralty, Hong Kong

       Re: Grande Group Limited
           Registration Statement on Form F-1
           Filed December 10, 2024
           333-283705
Dear Yujie Chen:

       We have reviewed your registration statement and have the following
comments.

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

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

Registration Statement on Form F-1
Cover Page

1.     We note your response to prior comment 1. We also note the client data
is as of March
       31, 2024. Please revise your disclosure here and on the Resale
Prospectus cover page
       to provide the number of clients you had in Hong Kong, Singapore and the
PRC as of
       the most recent practicable date.
2.     We note the revised disclosure that you have a dual-class capital
structure whereby
       each Class B Share has the voting power of 20 Class A Shares. Revise the
cover pages
       to disclose, if true, that Mr. Tak Kai Raymond, TAM and Ms. Yujie, CHEN
will have
       majority voting control of the company through their control of Grande
Holding,
       quantifying the voting control.
 December 30, 2024
Page 2

Resale Prospectus Cover Page, page i

3.     We note that your resale prospectus outer cover list 2,250,000 Class A
Ordinary
       Shares for sale while the inside front cover lists 1,750,000 Class A
Ordinary Shares
       for sale. Please revise your disclosure as appropriate to reconcile.
Risk Factors
The dual-class structure of our Ordinary Shares will have the effect of
concentrating, page 39

4.     We note your risk factor on page 39 regarding Mr. Tak Kai Raymond, TAM's
and Ms.
       Yujie, CHEN's ownership and control. Please revise Summary and where
appropriate
       to disclose the percentage of outstanding shares that high-vote
shareholders must keep
       to continue to control the outcome of matters submitted to shareholders
for approval.
       Similarly, revise to address any sunset provisions that limit the
lifespan of high-vote
       shares, and whether the death of a high-vote shareholder or founder, or
intra-family
       transfers of shares would require conversion of high-vote shares.
Dividend Policy, page 50

5.     We note your response to prior comment 3. Please revise your disclosure
to
       give retroactive effect of the dividend in the balance sheet with
appropriate footnote
       disclosure, or reflected in a pro forma balance sheet. Refer to SAB
Topic 1B.3 for
       guidance.
Principal Shareholders, page 106

6.     We note your statement in footnote 2 to the beneficial ownership table
that "[t]he
       Class B Ordinary Share is convertible at any time by the holder into
shares of Class A
       Ordinary Share on a share-for-share basis." However, we further note
your statements
       throughout the registration statement, including on the cover page of
the prospectus,
       the risk factor on page 39, the Capitalization section on page 55, etc.,
that the "Class
       A Ordinary Shares and Class B Ordinary Shares are not convertible into
each other."
       Please revise your disclosure where appropriate to reconcile or
otherwise explain.
Exhibits

7.     The legal opinion filed as Exhibit 5.1 opines on the Class A Shares
offered in the
       primary offering but not on those in the the separate resale offering.
Please file a
       revised legal opinion to also reflect the shares being offered in the
resale
       offering. Refer to Section II.B.2.H of Legality and Tax Opinions in
Registered
       Offerings: Staff Legal Bulletin No. 19.
General

8.     We note that you are a foreign private issuer offering voting securities
in the United
       States. Please tell us how would you would determine whether more than
50% of your
       outstanding voting securities are owned of record by U.S. residents for
purposes of
       satisfying the foreign private issuer definition. Refer to Securities
       Act Rule 405 and Exchange Act Rule 3b-4; Securities Act Rules Compliance
and
       Disclosure Interpretation 203.17.
9.     We note your addition of the resale prospectus to the registration
statement for a
 December 30, 2024
Page 3

       secondary offering by Grande Holding Limited, which controls over 94% of
the
       voting shares of the registrant. Given the relative size of the
offering, it appears that
       the resale transaction may be an indirect primary offering on behalf of
the registrant.
       Please provide us with a detailed legal analysis of your basis for
determining that it is
       appropriate to characterize the transaction as a secondary offering
under Securities
       Act Rule 415(a)(1)(i). Please include a discussion of the relationships
of Grande
       Holding Limited and its beneficial owners, Mr. Tak Kai Raymond, TAM and
Ms.
       Yujie, CHEN, with you, and tell us why the resale offering should not be
viewed as an
       indirect, primary transaction and why the selling shareholder should not
be viewed as
       an underwriter. Refer to Interpretation 612.09 in the 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.

       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 Victor Cecco at 202-551-2064 or Lory Empie at
202-551-3714 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Robert Arzonetti at 202-551-8819 or James Lopez at 202-551-3536 with
any other
questions.



                                                             Sincerely,

                                                             Division of
Corporation Finance
                                                             Office of Finance
cc:   Yuning    Grace    Bai
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