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                              December 28, 2022

       Hiren Patel
       Chief Executive Officer
       99 Acquisition Group Inc.
       14 Noblewood Ct.
       Gaithersburg, MD 20878

                                                        Re: 99 Acquisition
Group Inc.
                                                            Draft Registration
Statement on Form S-1
                                                            Submitted December
1, 2022
                                                            CIK No. 0001950429

       Dear Hiren Patel:

              We have reviewed your draft registration statement and have the
following comments. In
       some of our comments, we may ask you to provide us with information so
we may better
       understand your disclosure.

              Please respond to this letter by providing the requested
information and either submitting
       an amended draft registration statement or publicly filing your
registration statement on
       EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
       believe an amendment is appropriate, please tell us why in your
response.

             After reviewing the information you provide in response to these
comments and your
       amended draft registration statement or filed registration statement, we
may have additional
       comments.

       Draft Registration Statement on Form S-1

       General

   1.                                                   We note your website at
https://99acquisitiongroup.com. We note, on your website, you
                                                        are offering securities
to retail investors in your SPAC and have made sales to those retail
                                                        investors. Please
provide us with a detailed factual and legal analysis as to the treatment
                                                        of these offers and
sales under the Securities Act along with what exemptions are being
                                                        relied upon for the
noted offer and sales. Further, we note that, based on your disclosure,
                                                        you have already sold
over $4,800,000 to date as of December 22, 2022. Please tell us
                                                        what information was
provided to these investors in connection with their purchases.
                                                        Please revise your Form
S-1 disclosure, as appropriate to disclose these sales, along with
                                                        the exemption(s) relied
on, and how you have complied with each exemption. Finally,
 Hiren Patel
FirstName  LastNameHiren
99 Acquisition Group Inc. Patel
Comapany28,
December    Name99
              2022 Acquisition Group Inc.
December
Page 2    28, 2022 Page 2
FirstName LastName
         advise us why the Recent Sales of Unregistered Securities disclosure
does not reflect the
         sales of the noted securities. We may have further comment.
2.       Please tell us the material details regarding the offering including
when it started, the total
         amount raised to date, and if it is currently continuing. We note the
statement, on the
            Join Now    page of the website that    Your equity stake will be
based on the total amount
         raised. The total equity given to the crowdfunding group will be 35%.
For example, if
         you contribute $500 and a total of $5,000,000.00 is raised; you will
OWN .0035% of the
         ENTIRE company.    Please explain to us how these investors will have
total equity of
         35% of the company. Additionally, clarify how this investment
disclosure works with the
         disclosure provided in your DRS Form S-1.
3.       We note that you raised over $4,800,000 from retail investors to date.
Please address
         where the funds raised by the company are held/located and why these
sales are not
         reflected in your financial statements.
4.       With a view toward disclosure, please tell us whether your sponsor is,
is controlled by, or
         has substantial ties with a non-U.S. person. If so, please revise your
disclosure in future
         filings to include disclosure that addresses how this fact could
impact your ability to
         complete your initial business combination. For instance, discuss the
risk to investors that
         you may not be able to complete an initial business combination with a
U.S. target
         company should the transaction be subject to review by a U.S.
government entity, such as
         the Committee on Foreign Investment in the United States (CFIUS), or
ultimately
         prohibited. Disclose that as a result, the pool of potential targets
with which you could
         complete an initial business combination may be limited. Further,
disclose that the time
         necessary for government review of the transaction or a decision to
prohibit the
         transaction could prevent you from completing an initial business
combination and require
         you to liquidate. Disclose the consequences of liquidation to
investors, such as the losses
         of the investment opportunity in a target company, any price
appreciation in the combined
         company, and the warrants, which would expire worthless.
Risk Factors
If we seek stockholder approval of our initial business combination ..., page
37

5.       We note disclosure that your sponsor, officers, directors, advisors
and their affiliates may
         purchase shares in the open market from public shareholders for the
purpose of voting
         those shares in favor of a proposed business combination, thereby
increasing the
         likelihood of the completion of the combination. Please explain how
such purchases
         would comply with the requirements of Rule 14e-5 under the Exchange
Act. Refer to
         Tender Offer Rules and Schedules Compliance and Disclosure
Interpretation 166.01 for
         guidance.
Management, page 111

6.       Please revise to provide all of the disclosure required by Item 401 of
Regulation S-K. For
 Hiren Patel
99 Acquisition Group Inc.
December 28, 2022
Page 3
      example only, please disclose each of the entities Mr. Crowe has been
associated with in
      at least the past five years, his position at the entity and disclose
when he began working
      at each entity and when he ceased working at each entity. Further, for
each of your
      directors, please discuss the specific experience, qualifications,
attributes or skills that led
      to the conclusion that the individual should serve as your director in
light of your business
      and structure. Please refer to Item 401(e) of Regulation S-K.
Material U.S. Federal Income Tax Considerations, page 139

7.    We note your statements in the first paragraph that    The following
discussion summarizes
      certain U.S. federal income tax considerations    .   , in the second
paragraph that    This
      discussion is limited to certain U.S. federal income tax considerations
 .   , and in the
      legend that    THIS DISCUSSION IS ONLY A SUMMARY OF CERTAIN U.S.
      FEDERAL INCOME TAX CONSIDERATIONS    .    Please revise to delete the
word
         certain    from the noted sentences.
Financial Statements
Note 7 - Stockholder's Equity and Warrants
Warrants, page F-17

8.    It appears from your disclosure on page F-12 that you intend to account
for your warrants
      (both public and private) as equity-classified. We note your disclosure
on page F-18 that
      your private warrants are able to be exercised on a cashless basis.
However, it appears
      from your disclosure that should the warrants be held by someone other
than the initial
      purchaser or their permitted transferees, the private warrants will be
redeemable and
      exercisable by such holders on the same basis as the public warrants.
Given the terms of
      the private warrants change based on the identity of the holder, tell us
how you concluded
      they meet the criteria for equity classification.
       You may contact Mark Rakip at 202-551-3573 or Robert Telewicz at
202-551-3438 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Stacie Gorman at 202-551-3585 or David Link at 202-551-3356 with any
other
questions.



                                                              Sincerely,
FirstName LastNameHiren Patel
                                                              Division of
Corporation Finance
Comapany Name99 Acquisition Group Inc.
                                                              Office of Real
Estate & Construction
December 28, 2022 Page 3
cc:       David J. Levine, Esq.
FirstName LastName