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November 3, 2023
Jun Liu
Vice President of Finance
PDD Holdings Inc.
First Floor, 25 St Stephen's Green
Dublin 2, D02 XF99
Ireland
Re:PDD Holdings Inc.
Schedule TO-I filed October 26
File No. 005-90585
Dear Jun Liu:
            We have reviewed your filing 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 these comments by providing the requested information or advise us as
soon as possible when you will respond. If you do not believe our comments apply to your facts
and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Schedule TO-I filed October 26; Put Right Notice
Summary Term Sheet, page 1
1.We note that the response to "When does the Put Right expire?" on page 2 states you "will
not extend the period Holders have to exercise the Put Option," but Section 2.2 on page 5
states you "do not expect to extend the period Holders have to exercise the Put Option."
Please clarify whether you may extend the exercise period, and if so, how it could be
extended. Refer to Item 4 of Schedule TO and Item 1004(a)(1)(v) of Regulation M-A.
Source of Funds, page 6
2.Please disclose the existence of any alternative financing plans or arrangements in the
event the Company does not have the necessary funds to pay the offer consideration and
related fees and expenses. If there are none, so state. See General Instruction E to
Schedule TO, Item 7 of Schedule TO, and Item 1007(b) of Regulation M-A.

 FirstName LastNameJun Liu
 Comapany NamePDD Holdings Inc.
 November 3, 2023 Page 2
 FirstName LastName
Jun Liu
PDD Holdings Inc.
November 3, 2023
Page 2
General
3.Please provide a brief statement of the accounting treatment of the offer, or advise if it is
not material. See General Instruction E to Schedule TO, Item 4 of Schedule TO, and Item
1004(a)(1)(xi) of Regulation M-A.
            We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please direct any questions to Laura McKenzie at 202-551-4568 or David Plattner at 202-
551-8094.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions