SecProbe.io

Mail Stop 3561
July 19, 2018

Zheng Huang
Chairman of the Board of Directors and Chief Executive Officer
Pinduoduo Inc.
28/F, No. 533 Loushanguan Road, Changning District
Shanghai, 200051
People’s Republic of China

Re: Pinduoduo Inc.
Amendment No. 1 to Registration Statement on Form F -1
Filed July 16 , 2018
  File No. 333-226014

Dear Mr. Huang :

We have reviewed your amended 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 amending your registration statement and providing
the requested informati on.  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 any amendment to your registration statement and the information
you provid e in response to these  comments, we may have  additional comments.   Unless we
note otherwise, our references to prior comments are to comments in our July 12 , 2018 letter .

Dilution, page 69

1. Please revise the narrative discussion of dilution to clarify that the amount of the
immediate increase in pro forma net tangible book value to the existing shareholders
and the immediate dilution in net tangible book value to investors purchasing ADSs
in this offering is based on a comparison to pro forma net tangib le book value after
giving effect to the conversion of your preferred shares, and not based on a
comparison to historical net tangible book value as of March 31, 2018.   We find the
current narrative disclosures to be confusing on this point.

Zheng Huang
Pinduoduo Inc.
July 19, 2018
Page 2

 Management’s Discussion and Analysis

Key Factors Affecting Our Results of Operations, page 81

2. We note you have revised your registration statement in numerous locations to update
your active buyers, annual spending per active buyer, GMV, and average monthly
active us ers as of June 30, 2018.  Please revise to provide corresponding updates to
your active merchants and total orders in this section  and elsewhere as appropriate, or
advise us as to why you do not believe these metrics are material to an understanding
of you r operations .

Critical Accounting Policies

Measurement of Share -Based Compensation, page 101

3. We note the disclosures you added regarding your estimates of the fair value of your
shares leading up to the IPO.   In view of the 50.8 million share options issued to
employees in March 2018 and the 254.5 million ordinary shares issued to your
Founder in April 2018, please tell us your consideration of also disclosing the total
compensation cost related to nonvested a wards not yet recognized and the weighted -
average period over which it  is expected to be recognized.  We believe readers would
benefit from understanding the expecte d impact on operating results.

Exhibits

4. Please revise your exhibit index to indicate that  portions of Exhibits 4.4 and 10.4
through 10.13 have been omitted pursuant to a request for confidential treatment and
that the confidential material has been filed separately.  Please refer to Section II.D.5
of the Division’s Staff Legal Bulletin No. 1A  (July 11, 2011) .

You may contact Yolanda Guobadia , Staff Accountant, at (202) 551 -3562 or Robyn
Manuel , Staff Accountant, at (202) 551 -3823 if you have questions regarding comments on
the financial statements and related matters.  Please contact Parhaum J. Hamidi, Special
Counsel, at (202) 551 -3421 or me at (202) 551 -3720 with any other questions.

Sincerely,

 /s/ Mara L. Ransom

 Mara L. Ransom
Assistant Director
Office of Consumer Products