United States securities and exchange commission logo





                            February 26, 2024

       Hok Wai Alex Ko
       Chief Executive Officer
       PS International Group Ltd.
       Unit 1002, 10/F
       Join-in Hang Sing Centre
       No.2-16 Kwai Fung Crescent, Kwai Chung
       New Territories, Hong Kong

                                                        Re: PS International
Group Ltd.
                                                            Draft Registration
Statement on Form F-4
                                                            Submitted January
30, 2024
                                                            CIK No. 0001997201

       Dear Hok Wai Alex Ko:

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

              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 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 amended
       draft registration statement or filed registration statement, we may
have additional comments.

       Draft Registration Statement on Form F-4

       Cover Page

   1.                                                   Please disclose
prominently on the prospectus cover page that you are a Cayman Islands
                                                        holding company with
operations conducted by your subsidiaries based in Hong Kong and
                                                        that this structure
involves unique risks to investors. Provide a cross-reference to your
                                                        detailed discussion of
risks facing the company and the offering as a result of your
                                                        corporate structure.
 Hok Wai Alex Ko
FirstName  LastNameHok   Wai Alex Ko
PS International Group Ltd.
Comapany26,
February   NamePS
             2024 International Group Ltd.
February
Page 2 26, 2024 Page 2
FirstName LastName
2.       Provide prominent disclosure about the legal and operational risks
associated with being
         based in or having the majority of the company   s operations in Hong
Kong. Your
         disclosure should make clear whether these risks could result in a
material change in your
         operations and/or the value of the securities you are registering for
sale or could
         significantly limit or completely hinder your ability to offer or
continue to offer securities
         to investors and cause the value of such securities to significantly
decline or be worthless.
         Your disclosure should address how recent statements and regulatory
actions by China   s
         government, such as those related to the use of variable interest
entities and data security
         or anti-monopoly concerns, have or may impact the company   s ability
to conduct its
         business, accept foreign investments, or list on a U.S. or other
foreign exchange. Please
         disclose the location of your auditor   s headquarters and whether and
how the Holding
         Foreign Companies Accountable Act, as amended by the Consolidated
Appropriations
         Act, 2023, and related regulations will affect your company. Your
prospectus summary
         should address, but not necessarily be limited to, the risks
highlighted on the prospectus
         cover page.
3.       Clearly disclose how you will refer to the holding company and
subsidiaries when
         providing the disclosure throughout the document so that it is clear
to investors which
         entity the disclosure is referencing and which subsidiaries or
entities are conducting the
         business operations. For example, prominently disclose that your
subsidiaries conduct
         operations in Hong Kong, and that the holding company does not conduct
operations.
         Please also disclose clearly that investors will be receiving
securities of the holding
         company.
4.       Please revise your disclosure here to provide a description of how
cash is transferred
         through your organization and disclose your intentions to distribute
earnings or settle
         amounts. State whether any transfers, dividends, or distributions have
been made to date
         between the holding company and its subsidiaries, or to investors, and
quantify the
         amounts where applicable. In this regard, we note your risk factor
disclosure regarding
         your reliance on dividends and other distributions on equity paid by
your operating
         subsidiaries.
Questions and Answers About the Proposals
Q: What equity stake will current Public Shareholders, Sponsor and the PSI
shareholders hold in
the Pubco..., page 10

5.       Please disclose the Sponsor and its affiliates' total potential
ownership in the combined
         company, assuming exercise and conversion of all securities.
6.       Please revise to disclose all possible sources and extent of dilution
that shareholders who
         elect not to redeem their shares may experience in connection with the
business
         combination. Provide disclosure of the impact of each significant
source of dilution,
         including convertible securities retained by redeeming shareholders,
at each of the
         redemption levels detailed in your sensitivity analysis, including any
needed
         assumptions.
 Hok Wai Alex Ko
FirstName  LastNameHok   Wai Alex Ko
PS International Group Ltd.
Comapany26,
February   NamePS
             2024 International Group Ltd.
February
Page 3 26, 2024 Page 3
FirstName LastName
Q: What interests do AIB Initial Shareholders and Maxim have in the Business
Combination?,
page 11

7.       Please quantify the aggregate dollar amount and describe the nature of
what the Sponsor
         and its affiliates have at risk that depends on completion of a
business combination.
         Include the current value of securities held, loans extended, fees
due, and out-of-pocket
         expenses for which the sponsor and its affiliates are awaiting
reimbursement. Provide
         similar disclosure for the Company's officers and directors, if
material.
8.       Please highlight the risk that the sponsor will benefit from the
completion of a business
         combination and may be incentivized to complete an acquisition of a
less favorable target
         company or on terms less favorable to shareholders rather than
liquidate.
9.       Please clarify whether holders of the private rights will be able to
retain the private rights
         and any material risks to the holders of your public rights, including
those arising from
         differences between the private rights included in the private units
and public rights.
Q: What happens if a substantial number of AIB Public Shareholders vote in
favor of the
Business Combination Proposal..., page 13

10.      Please revise your disclosure to show the potential impact of
redemptions on the per share
         value of the shares owned by non-redeeming shareholders at the
minimum, interim and
         maximum redemption levels detailed in your sensitivity analysis.
Q: What happens if the Business Combination is not consummated?, page 14

11.      We note your disclosure that Maxim would not be paid certain amounts
if AIB does not
         consummate an initial business combination. We further note that Maxim
Group
         performed additional services after the IPO and as part of the IPO
underwriting fee was
         deferred and conditioned on completion of a business combination.
Please quantify the
         aggregate fee and share consideration payable to Maxim that are
contingent upon
         completion of the business combination.
Q: May AIB Initial Shareholders purchase AIB securities prior to the Meeting?,
page 21

12.      We note your disclosure that AIB Initial Shareholders and/or their
respective affiliates
            may    purchase AIB securities from investors, or enter into
transactions with such
         investors and others to provide them with incentives to acquire AIB
Ordinary Shares or
         vote their shares in favor of the Business Combination Proposal.
Please provide your
         analysis on how such potential transactions would comply with Rule
14e-5.
Summary of the Proxy Statement/Prospectus, page 24

13.      Disclose each permission or approval that you and your subsidiaries
are required to obtain
         from Chinese authorities to operate your business and to offer the
securities being
         registered to foreign investors. State whether you, and your
subsidiaries, are covered by
         permissions requirements from the China Securities Regulatory
Commission (CSRC),
 Hok Wai Alex Ko
PS International Group Ltd.
February 26, 2024
Page 4
         Cyberspace Administration of China (CAC) or any other governmental
agency that is
         required, and state affirmatively whether you have received all
requisite permissions or
         approvals and whether any permissions or approvals have been denied.
Please also
         describe the consequences to you and your investors if you or your
subsidiaries: (i) do not
         receive or maintain such permissions or approvals, (ii) inadvertently
conclude that such
         permissions or approvals are not required, or (iii) applicable laws,
regulations, or
         interpretations change and you are required to obtain such permissions
or approvals in the
         future.
14.      Provide a clear description of how cash is transferred through your
organization. Quantify
         any cash flows and transfers of other assets by type that have
occurred between the
         holding company and its subsidiaries, and direction of transfer.
Quantify any dividends or
         distributions that a subsidiary has made to the holding company and
which entity made
         such transfer, and their tax consequences. Similarly quantify
dividends or distributions
         made to U.S. investors, the source, and their tax consequences. Your
disclosure should
         make clear if no transfers, dividends, or distributions have been made
to date. Describe
         any restrictions on foreign exchange and your ability to transfer cash
between entities,
         across borders, and to U.S. investors. Describe any restrictions and
limitations on your
         ability to distribute earnings from the company, including your
subsidiaries, to the parent
         company and U.S. investors.
Related Agreements and Documents, page 28

15.      We note you have entered into Lock-up Agreements, a Registration
Rights Agreement,
         and a Support Agreement. Please revise your disclosure to discuss the
material terms of
         such agreements. For example, we note that the Support Agreement
contemplates the
         forfeit of shares by the Sponsor under certain circumstances. In
addition, please disclose
         whether any consideration was given in exchange for these agreements.
Risks Related to Doing Business in the Jurisdictions in Which PSI's Operating
Subsidiaries
Operate, page 35

16.    Please expand your disclosure here to acknowledge that the Chinese
government may
       intervene or influence your operations at any time or may exert more
oversight and
       control over offerings that are conducted overseas and/or foreign
investment in China-
       based issuers, which could significantly limit or completely hinder your
ability to offer or
       continue to offer securities to investors and cause the value of such
securities to
FirstName LastNameHok Wai Alex Ko
       significantly decline or be worthless. Please include cross-references
to the more detailed
Comapany    NamePS
       discussion     International
                   of these risks in Group  Ltd.
                                     the prospectus and make any corresponding
revisions to your
       risk factor disclosure
February 26, 2024 Page 4       on page  54.
FirstName LastName
 Hok Wai Alex Ko
FirstName  LastNameHok   Wai Alex Ko
PS International Group Ltd.
Comapany26,
February   NamePS
             2024 International Group Ltd.
February
Page 5 26, 2024 Page 5
FirstName LastName
Risk Factors, page 39

17.      We note your disclosure on page 76 that the proceeds held in the Trust
Account are
         invested only in U.S. government treasury obligations with a maturity
of 185 days or less
         or in money market funds regulated pursuant to rule 2a-7 of the
Investment Company
         Act. Please disclose the risk that you could be considered to be
operating as an
         unregistered investment company. Disclose that if you are found to be
operating as an
         unregistered investment company, you may be required to change your
operations, wind
         down your operations, or register as an investment company under the
Investment
         Company Act. Also include disclosure with respect to the consequences
to investors if
         you are required to wind down your operations as a result of this
status, such as the loses
         of the investment opportunity in a target company, any price
appreciation in the combined
         company, and any warrants, which would expire worthless.
Our business, financial condition and results of operations, and/or the value
of our ordinary
shares..., page 54

18.      Given the significant oversight and discretion of the government of
the People   s Republic
         of China (PRC) over the operations of your business, please describe
any material impact
         that intervention or control by the PRC government has or may have on
your business or
         on the value of your securities. We remind you that, pursuant to
federal securities rules,
         the term    control    (including the terms    controlling,
controlled by,    and    under
         common control with   ) means    the possession, direct or indirect,
of the power to direct or
         cause the direction of the management and policies of a person,
whether through the
         ownership of voting securities, by contract, or otherwise.
Nasdaq may delist AIB's securities from trading on its exchange prior to the
Business
Combination..., page 70

19.      Please expand this risk factor to discuss that the Business
Combination Agreement may be
         terminated by PSI if AIB Ordinary Shares have become delisted from
Nasdaq and are not
         relisted.
The recent joint statement by the SEC and PCAOB, proposed rule changes
submitted by Nasdaq,
and the HFCAA..., page 82

20.      Please expand this risk factor to disclose that the Holding Foreign
Companies
         Accountable Act, as amended by the Consolidated Appropriations Act,
2023, decreases
         the number of consecutive    non-inspection years    from three years
to two years, and thus,
         reduces the time before your securities may be prohibited from trading
or delisted. Update
         your disclosure to describe the potential consequences to you if the
PRC adopts positions
         at any time in the future that would prevent the PCAOB from continuing
to inspect or
         investigate completely accounting firms headquartered in mainland
China or Hong Kong.
 Hok Wai Alex Ko
FirstName  LastNameHok   Wai Alex Ko
PS International Group Ltd.
Comapany26,
February   NamePS
             2024 International Group Ltd.
February
Page 6 26, 2024 Page 6
FirstName LastName
Proposal No. 1 - The Background of AIB's Interaction with PSI
Background of the Business Combination, page 107

21.      Please revise your disclosure throughout this section to better
identify each of the
         individuals that participated in each negotiation.
22.      We note your disclosure regarding the DCF calculation prepared by C&P
that was the
         basis for the proposed valuation range of PSI on August 23, 2023 and
the revised DCF
         analysis by C&P that was the basis for a proposed adjustment to PSI's
pre-money
         enterprise valuation on September 19, 2023. Please provide your
analysis as to whether
         this analysis is "a report, opinion or appraisal materially related to
the transaction"
         pursuant to Item 4(b) of Form F-4 such that information required by
Item 1015(b) of
         Regulation M-A with respect to such report, opinion or appraisal is
required to be
         provided in your filing.

Opinion of KKG, page 113

23.      Please revise your disclosure to discuss in greater detail each of the
material analyses
         conducted by KKG as part of its opinion, and any material assumptions
underlying
         such analysis. Refer to Item 4(b) of Form S-4 and Item 1015(b)(6) of
Regulation M-
         A. Provide support for the ultimate conclusions reached in each of the
DCF analysis, the
         market approach multiple analysis and the equity value calculation.
Material Tax Considerations, page 128

24.      We note you disclose that it is the opinion of Ellenoff Grossman &
Schole LLP that the
         Second Merger, together with the other transactions contemplated by
the Business
         Combination Agreement, will qualify as an exchange described in
Section 351(a) of the
         Code. Please file a tax opinion pursuant to Item 21 of Form S-4 and
Item 601(b)(8) of
         Regulation S-K.
Unaudited Pro Forma Condensed Combined Financial Information
Unaudited Pro Forma Combined Statement Of Operations, page 142

25.      You disclose an adjustment to eliminate interest earned on investments
held in Trust
         Account Assuming No Redemptions into Cash at June 30, 2023 and
December 31, 2022.
         However, you have no adjustment Assuming Maximum Redemptions into Cash
-
         Scenario 2 at June 30, 2023 and December 31, 2022. Please revise since
you do not
         disclose an adjustment to eliminate interest income earned on
investments held in the
         Trust Account in your Pro Forma Income Statement Assuming Maximum
Redemption
         into Cash under Scenario 2, or tell us why no revision is necessary.
 Hok Wai Alex Ko
FirstName  LastNameHok   Wai Alex Ko
PS International Group Ltd.
Comapany26,
February   NamePS
             2024 International Group Ltd.
February
Page 7 26, 2024 Page 7
FirstName LastName
Management's Discussion and Analysis of Financial Condition and Results of
Operations of PSI
International Group Ltd., page 184

26.      You disclose significant changes in your balance sheet in your most
recent fiscal year. For
         example, your total assets decreased $6,419,131 or 20% from
$31,537,976 at December
         31, 2021 to $$25,652,623 at December 31, 2022. Furthermore, your total
current liabilities
         decreased 44% from $24,666,163 at December 31, 2021 to $13,833,344 at
December 31,
         2022. Discuss and analyze material changes to your balance sheet and
discuss material
         events and uncertainties that may impact your future financial
condition. Refer to Item 5
         of Form 20-F.

27.      You expected credit losses of $288,110 in 2020 and $216,138 in 2021,
no credit losses in
         2022 and minimal credit losses for the six months ended June 30, 2023.
You recognized a
         reversal of the allowance for expected credit loss, net of $561,869 in
2022. You do not
         disclose the reasons for the reversal of the allowance for expected
credit loss in your
         MD&A. Please address the following:

                Disclose and quantify the reasons for the reversal of the
allowance for expected credit
              losses in 2022 in your MD&A;
                Tell us why you have classified the reversal of the allowance
for credit losses under
              Other Income when you disclose in your notes to the financial
statements that
              accounts receivable written-off are recognized in the statement
of operations within
              operating expenses, and
                Disclose any favorable or unfavorable trends with respect to
credit losses and
              customer concentrations in 2023 that may impact your liquidity.
Liquidity and Capital Resources, page 198

28.      You disclose under 'Expand Operations to the United States' on page
163 that you intend
         to take advantage of your existing market presence in the United
States to grow your
         United States import capabilities, establish United States domestic
export capabilities and
         build offices and warehouses in various major cities of the United
States. Please
         disclose material cash requirements for your expansion in the United
States, including
         commitments for capital expenditures and the anticipated source of
funds. Please refer to
         Item 303(b) of Regulation S-K.
29.      You disclose that net cash used in investing activities was $3.8
million, mainly due to an
         increase in restricted cash with maturity of more than three months of
$2.9 million for the
         year ended December 31, 2022. Please disclose the reason for the
increase in restricted
         cash during the period. Refer to ASC 230-10-45-4.
 Hok Wai Alex Ko
FirstName  LastNameHok   Wai Alex Ko
PS International Group Ltd.
Comapany26,
February   NamePS
             2024 International Group Ltd.
February
Page 8 26, 2024 Page 8
FirstName LastName
Management of Pubco Following the Business Combination, page 209

30.      Please revise to identify and include appropriate disclosures about
the seven-person board
         of Pubco following the business combination. For example, we note that
Section 7.14 of
         the Business Combination Agreement provides that two persons of the
board will
         be designated by SPAC.
Beneficial Ownership of Pubco Securities Following the Business Combination,
page 217

31.      We note your disclosure on page 10 and elsewhere regarding the
Sponsor's ordinary share
         ownership upon completion of the Business Combination. However, we
also note that the
         Sponsor is not included in your beneficial ownership table. Please
ensure that you disclose
         all information required by Item 7.A of Form 20-F.
Description of Pubco Securities, page 222

32.      We note the exclusive forum provision in your Amended and Restated
Articles of
         Incorporation, included as Annex B, states that the United States
District Court for the
         Southern District of New York shall be the exclusive forum within the
United States for
         the resolution of any complaint asserting a cause of action arising
out of or relating to the
         federal securities laws of the United States. Please revise your
disclosure to include a
         description of such provision in this section and include related risk
factor disclosure.
Annex D, page D-1

33.      Please file a complete fairness opinion. In that regard, we note
disclosure on page D-5
         states that the "Opinion's complete text dated 20 December 2023, which
describes among
         others, the assumptions used, procedures followed, factors considered
and limitations of
         the completed revision is attached to this statement." In addition, we
note disclosure on
         page D-3 references "accompanying materials." Please include such
accompanying
         materials and explain why such materials are not to be treated,
construed, used or relied
         upon in any way as an Opinion.
Financial Statements of PSI International Group Ltd.
Audited Consolidated Statements of Operations and Comprehensive Income, page
F-52

34.      You recognized an impairment of goodwill of $294,151 in Other
Income/Expense in
         2022. Impairments of goodwill are stated separately, if material,
within income from
         operations, consistent with the guidance in ASC 350-20-45-2. Please
revise accordingly.
 Hok Wai Alex Ko
FirstName  LastNameHok   Wai Alex Ko
PS International Group Ltd.
Comapany26,
February   NamePS
             2024 International Group Ltd.
February
Page 9 26, 2024 Page 9
FirstName LastName
Audited Consolidated Statements Of Cash Flows, page F-54

35.      You disclose cash and cash equivalents and restricted cash at end of
year of $7,514,369 at
         December 31, 2022 in your statements of cash flows. However, cash and
cash equivalents
         of $7,385,577 and restricted cash of $3,078,227 sum to $10,463,804 at
December 31,
         2022. Revise to reconcile cash and cash equivalents and restricted
cash on your
         statements of cash flows to the respective amounts on the balance
sheet at December 31,
         2022. Refer to ASC 230-10-50-8.
Related Party, page F-64

36.      You disclose that you have participated in extensive related party
transactions in Note 19 -
         Related Party Transactions. Please disclose whether related party
transactions were carried
         out on an arm's-length basis and were no less favorable to you than
those to unaffiliated
         third parties. Refer to ASC 850-10-50-5.

General

37.      We note that Maxim Group LLC was the underwriter for the initial
public offering of AIB
         Acquisition Corp. We further note that Maxim is the sole advisor on
the business
         combination transaction with the target company. Please tell us, with
a view to disclosure,
         whether you have received notice, or any other indication, from Maxim
Group or any
         other firm engaged in connection with your initial public offering
that it will cease
         involvement in your transaction and how that may impact your deal or
the deferred
         underwriting compensation owed for AIB's initial public offering.
38.      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. Please also tell us
whether anyone or any
         entity associated with or otherwise involved in the transaction,
including your target, is, is
         controlled by, or has substantial ties with a non-U.S. person. If so,
also include risk factor
         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. 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.
 Hok Wai Alex Ko
FirstName  LastNameHok   Wai Alex Ko
PS International Group Ltd.
Comapany26,
February   NamePS
             2024 International Group Ltd.
February
Page 10 26, 2024 Page 10
FirstName LastName
39.      It appears that underwriting fees remain constant and are not adjusted
based on
         redemptions. Revise your disclosure to disclose the effective
underwriting fee on a
         percentage basis for shares at each redemption level presented in your
sensitivity analysis
         related to dilution.
        Please contact Gus Rodriguez at 202-551-3752 or Mark Wojciechowski at
202-551-3759
if you have questions regarding comments on the financial statements and
related matters. Please
contact Michael Purcell at 202-551-5351 or Karina Dorin at 202-551-3763 with
any other
questions.



                                                               Sincerely,

                                                               Division of
Corporation Finance
                                                               Office of Energy
& Transportation
cc:      Will Kai