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Skadden, Arps, Slate, Meagher & Flom

    DIRECT DIAL

世達國際律師事務所

42/F,
EDINBURGH TOWER, THE LANDMARK

15
QUEEN’S ROAD CENTRAL, HONG KONG

________

TEL: (852) 3740-4700

FAX: (852) 3740-4727

www.skadden.com

    AFFILIATE OFFICES

    +86-21-61938200
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    EMAIL ADDRESS
    BOSTON

    YUTING.WU@SKADDEN.COM
    CHICAGO

    HOUSTON

    LOS ANGELES

    NEW YORK

    Partners
    PALO ALTO

    Geoffrey Chan *
    WASHINGTON, D.C.

                                                         Shu Du *

Andrew L. Foster *

    WILMINGTON

        -----------

    Chi T. Steve Kwok *
    BEIJING

    Edward H.P. Lam ♦*
    BRUSSELS

    Haiping Li *
    FRANKFURT

    Rory McAlpine ♦
    LONDON

    Jonathan B. Stone *
    MUNICH

    Paloma P. Wang
    PARIS

    ♦ (Also Admitted in England & Wales)
    SÃO PAULO

    * (Also Admitted in New York)
    SEOUL

    SHANGHAI

    SINGAPORE

    TOKYO

    TORONTO

September 27, 2023

VIA EDGAR

Mr. Kyle Wiley

Ms. Jennifer Thompson

Mr. James Giugliano

Mr. Adam Phippen

Division of Corporation Finance

Office of Trade & Services

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re: PDD Holdings Inc.

    Form 20-F for the Fiscal Year Ended December 31, 2022

    Filed April 26, 2023

    File No. 001-38591

Dear Mr. Wiley, Ms. Thompson, Mr. Giugliano and Mr. Phippen,

On behalf of our client, PDD Holdings Inc. (the
 “Company”), we set forth below the Company’s responses to the comments contained in the letter dated September 13,
2023 from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
regarding the Company’s annual report on Form 20-F for the fiscal year ended December 31, 2022 filed with the Commission
on April 26, 2023 (the “2022 Form 20-F”). The Staff’s comments are repeated below in bold and are
followed by the Company’s responses thereto. All capitalized terms used but not defined in this letter shall have the meaning ascribed
to such terms in the 2022 Form 20-F.

Division of Corporation Finance

Office of Trade & Services

Securities and Exchange Commission

September 27, 2023

Page 2

Form 20-F for the Fiscal Year Ended December 31, 2022

Item 5. Operating and Financial Review and
Prospects

Results of Operations, page 89

 1. In your letters dated August 19, 2022, October 12,
                                            2022 and December 8, 2022 in response to our prior comments on your 20-F for the fiscal
                                            year ended December 31, 2021 (comments 13, 3 and 2, respectively), you noted the number
                                            of active buyers and annual spending per active buyer was disclosed to help investors understand
                                            the magnitude of the period-to-period changes in your results of operations, particularly
                                            revenue. You also undertook to disclose more clearly the relationship between providing more
                                            value-added services to merchants and the increase in average transaction services as a percentage
                                            of GMV. We note your current filing does not disclose GMV, the number of active buyers or
                                            annual spending per active buyer. Accordingly, please expand your disclosure regarding the
                                            results of your operations, and particularly revenue, consistent with your prior response
                                            letters or in another fashion so as to provide further analysis of the changes in your results
                                            of operations between periods consistent with Item 5 of Form 20-F. To the extent you
                                            cite multiple factors impacting the changes between periods, please quantify and disclose
                                            those factors. If those factors are not quantifiable, please tell us how you determined they
                                            are drivers of the changes between periods and your basis for citing them.

In response to the Staff’s comment, the Company recognizes
the need to include disclosures in its 20-F filings that allow investors to analyze changes in revenue. To that end, the Company respectfully
advises the Staff that it generates revenues from transaction services by charging merchants fees for transaction-related services that
the Company provides to the merchants on its platforms. To help investors understand the period-to-period change in revenues from transaction
services, the Company disclosed in the 2022 Form 20-F the number of active merchants on the Company’s platforms and the average
transaction services revenues per active merchant. The change in number of active merchants between periods represents the trend of paying
or potential paying merchant-customers doing business on the Company’s platforms, while the change in average transaction services
revenues per active merchant demonstrates the trend in merchant demand for the value-added services offered by the Company.

The Company is of the view that these two quantifiable factors
are the most direct and relevant drivers of the period-to-period changes in transaction services revenues, as such revenues are directly
collected from active merchant-customers purchasing transaction services on its platforms, and not collected from its users or active
buyers, who are not the direct purchasers of transaction services. By contrast, GMV is the product of the number of annual active buyers
and annual spending per active buyer, and therefore does not directly reflect the underlying business processes that generate transaction
services revenue. As such, the number of active merchants on the Company’s platforms and the average transaction services revenues
per active merchant are the key non-financial metrics that drive changes in transaction services revenue from period to period, and have
more explanatory power with respect to transaction services revenue than GMV.

Division of Corporation Finance

Office of Trade & Services

Securities and Exchange Commission

September 27, 2023

Page 3

As was disclosed in the 2022 Form 20-F, the number
of active merchants on the Company’s platforms increased by 13% from 11.5 million in 2021 to 13.0 million in 2022, which demonstrates
the increasing value proposition of the Company to its merchants. Average transaction services revenues per active merchant increased
by 73% from RMB1,230 in 2021 to RMB2,125 in 2022, driven by the increase in merchant demand for more value-added services as a result
of the increased diversity of transactions executed on the Company’s platforms, in terms of consumption scenarios and product categories,
and the growth of the merchants’ businesses.

The Company respectfully submits that these two quantifiable
factors sufficiently explain the period-to-period changes in its revenues from transaction services. The Company respectfully advises
the Staff that it will include additional narrative disclosures to clarify how these two factors impact transaction services revenues
in its subsequent 20-F filings.

More generally, the Company respectfully submits that, in
light of its substantial growth since its IPO and the significant scale that it has achieved, it believes that it has disclosed the financial
and non-financial operating metrics that are the most relevant and material for evaluating the performance of the Company today. In particular,
the Company believes the operating metrics disclosed in its 20-F filings should focus on those that are most relevant to providing context
for its financial results. The Company believes that this disclosure approach would provide investors with the best basis for forming
a value judgment about the Company. In line with this belief, the Company is of the view that operating metrics such as GMV, the number
of annual active buyers and annual spending per active buyer were primarily useful to investors for valuing the Company before it became
profitable in fiscal year 2021, and are no longer the most direct and reliable basis for valuing the Company.

Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent
Inspections, page 127

 2. We note your statement that you reviewed your register of members
                                            and the public EDGAR filings made by your shareholders in connection with your required submission
                                            under paragraph (a). Please supplementally describe any additional materials that were reviewed
                                            and tell us whether you relied upon any legal opinions or third party certifications such
                                            as affidavits as the basis for your submission. In your response, please provide a similarly
                                            detailed discussion of the materials reviewed and legal opinions or third party certifications
                                            relied upon in connection with the required disclosures under paragraphs (b)(2) and
                                            (3).

Paragraphs (a) and (b)(3) of Item 16I

In connection with the required submission under paragraph
(a) and the required disclosure under paragraph (b)(3) of Item 16I, the Company respectfully submits that it relied on the
Company’s register of members and the beneficial ownership reports on Schedule 13D and Schedule 13G (as applicable), as amended,
filed by the Company’s major shareholders (collectively, the “Beneficial Ownership Reports”). The Company believes
relying on the foregoing sources of information, and particularly the Beneficial Ownership Reports, is reasonable and sufficient because
its major shareholders are legally obligated to report their beneficial ownership on Schedule 13D and Schedule 13G with the Commission.

Division of Corporation Finance

Office of Trade & Services

Securities and Exchange Commission

September 27, 2023

Page 4

Based on the examination of the Company’s register of members
and the Beneficial Ownership Reports, other than the (i) entities affiliated with Mr. Zheng Huang, (ii) entities affiliated with Tencent
Holdings Limited, and (iii) entities affiliated with the PDD Partnership, no shareholder beneficially owned 5% or more of the Company’s
total issued and outstanding ordinary shares as of February 28, 2023. In addition, based on its examination, the Company determined the
following:

 · Entities affiliated with Mr. Zheng Huang, the co-founder of the Company,
beneficially owned 1,409,744,080 Class A ordinary shares of the Company (the “Class A Ordinary Shares”), representing
26.5% of the Company’s total issued and outstanding shares, as of February 28, 2023. The entities affiliated with Mr. Zheng
Huang are owned and controlled by him in his personal capacity.

 · Entities affiliated with Tencent Holdings Limited beneficially owned
783,468,116 Class A Ordinary Shares, representing 14.7% of the Company’s total issued and outstanding shares as of February 28,
2023. Tencent Holdings Limited is a limited liability company incorporated in the Cayman Islands whose shares are listed and publicly
traded on the Hong Kong Stock Exchange. Based on Tencent Holdings Limited’s filings with the Hong Kong Stock Exchange, as well as
other publicly available materials, Tencent Holdings Limited is not reported to be owned or controlled by a governmental entity in mainland
China.

Division of Corporation Finance

Office of Trade & Services

Securities and Exchange Commission

September 27, 2023

Page 5

 · Entities affiliated with the PDD Partnership beneficially owned 370,772,220
Class A Ordinary Shares, representing 7.0% of the Company’s total issued and outstanding shares, as of February 28, 2023. The PDD
Partnership is an executive partnership established by the management of the Company to help better manage the Company’s business
and carry out the Company’s vision, mission and value. The entities affiliated with the PDD Partnership are not owned or controlled
by, and the PDD Partnership itself is not controlled by, a governmental entity in mainland China.

Collectively, the entities affiliated with Mr. Zheng Huang, the entities
affiliated with Tencent Holdings Limited, and the entities affiliated with the PDD Partnership collectively held 48.2% of the Company’s
total issued and outstanding ordinary shares as of February 28, 2023. Since no other shareholder, considered with its affiliates, owns
more than 5% of the Company, the Company believes that it is not owned or controlled by a governmental entity in mainland China and that
governmental entities in mainland China do not have a controlling financial interest in the Company.

In addition, as disclosed in the 2022 Form 20-F, the
Company has consolidated foreign operating entities (including subsidiaries, a consolidated variable interest entity (the “VIE”)
and the subsidiaries of the VIE) in its financial statements. Each of the Company’s subsidiaries are 100% wholly owned by the Company.
As to the VIE and the subsidiaries of the VIE, the Company (through its wholly-owned subsidiaries) is the ultimate primary beneficiary
of the VIE. The Company has the power to direct the activities of the VIE that most significantly impact its economic performance. The
Company also has the right to receive economic benefits and obligations to absorb losses from the VIE, via a wholly-owned subsidiary
of the Company, that potentially could be significant to the VIE. The ultimate beneficial owners of the VIE are natural persons, and
all of the subsidiaries of the VIE are 100% wholly owned by the VIE. Therefore, the Company’s consolidated foreign operating entities
are not owned or controlled by a governmental entity in mainland China, and governmental entities in mainland China do not have a controlling
financial interest in any of the Company’s consolidated foreign operating entities.

Division of Corporation Finance

Office of Trade & Services

Securities and Exchange Commission

September 27, 2023

Page 6

Paragraph(b)(2) of Item 16I

In connection with the required disclosure under paragraph (b)(2) of
Item 16I, the Company respectfully advises the Staff that, based on its register of members as of February 28, 2023, its shareholders
included: (i) Deutsche Bank Trust Company Americas, (ii) the entities affiliated with Mr. Zheng Huang, (iii) the entities affiliated with
Tencent Holdings Limited, (iv) the entities affiliated with the PDD Partnership, and (v) certain other institutional and individual investors
(the “Other Shareholders”).

Deutsche Bank Trust Company Americas is the depositary of
the Company’s ADS program and acts as the attorney-in-fact for the ADS holders. It would present an undue hardship for the Company
to verify the background of each ADS holder due to the large number of such holders. The Company is only able to rely on the Beneficial
Ownership Reports filed by the beneficial owners of 5% or more of the Company’s securities. Based on these public filings, none
of the holders who own 5% or more of the Company’s shares is owned or controlled by a governmental entity in any of the Relevant
Jurisdictions (as defined below). In addition, based on the Company’s examination of publicly available information about the Other
Shareholders, such as their websites, annual reports and public beneficial ownership filings, none of them is known to the Company to
be, or owned or controlled by, a governmental entity in the Cayman Islands. Therefore, to the best of the Company’s knowledge,
no governmental entities in the Cayman Islands own any share of the Company.

The
Company further submits that the jurisdictions in which its consolidated