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March 11, 2024
Renmei Ouyang
Chief Executive Officer
BAIYU Holdings, Inc.
139, Xinzhou 11th Street
Futian District
Shenzhen, Guangdong, PRC 518000
Re:BAIYU Holdings, Inc.
Amendment No. 2 to Registration Statement on Form S-3
Filed February 26, 2024
File No. 333-273676
Dear Renmei Ouyang:
            We have reviewed your amended registration statement and have the following
comment(s).
            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 January 25, 2024 letter.
Amendment No. 2 to Registration Statement on Form S-3, Filed February 26, 2024
Cover Page
1.We note your response to prior comment 2 and reissue in part. We acknowledge the
change in disclosure to include language defining the holding company and subsidiaries;
however, we note that in the definition you state that "in the context of describing the
substantive operations" your use of "we" or "our" includes the VIE. Refrain from using
terms such as "we" or "our" when describing activities or functions of a VIE as you do not
have ownership or control of the VIE. If your disclosure includes substantive operations
being performed by the VIE, please disclose as much so that investors can distinguish
between activities performed by you and those performed by the VIE.

 FirstName LastNameRenmei Ouyang
 Comapany NameBAIYU Holdings, Inc.
 March 11, 2024 Page 2
 FirstName LastName
Renmei Ouyang
BAIYU Holdings, Inc.
March 11, 2024
Page 2
2.We note your response to comment 9 and reissue. We acknowledge the addition of a
Summary of Risk Factors subsection to the cover page; however, please move this sub-
section to the prospectus summary (i.e., the boxed text in the beginning of the prospectus).
In addition, while we acknowledge the addition of cross-references at the start of each
topic area of your Summary of Risk Factors, please instead include cross-references for
each China related bullet point to a specific risk factor. As one example only, the first
bullet point "We are a Delaware holding company that conducts its operations and
operates its business in China through its PRC subsidiaries and variable interest entity.
The Chinese regulatory authorities may disallow our holding structure or exert further
control over our activities." should have a cross-reference to the risk factor found on page
22.
            Please contact Nicholas Nalbantian at 202-551-7470 or Dietrich King at 202-551-8071
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Mark Li