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    Skadden,
    Arps, Slate, Meagher & Flom llp

    One
                                            Manhattan West

                                            New York, NY 10001

    TEL: (212) 735-3000

    FAX: (212) 735-2000

    www.skadden.com

    FIRM/AFFILIATE

        OFFICES

    BOSTON

    CHICAGO

    HOUSTON

    LOS ANGELES

    PALO ALTO

    WASHINGTON, D.C.

    WILMINGTON

    BEIJING

    BRUSSELS

    FRANKFURT

    HONG KONG

    LONDON

    MUNICH

    PARIS

    SÃO PAULO

    SEOUL

    SHANGHAI

    SINGAPORE

    TOKYO

    TORONTO

September 30,
2024

VIA EDGAR

Mr. Scott Stringer

Mr. Joel
Parker

Ms. Taylor Beech

Ms. Mara Ransom

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, 2023

    File No. 001-38591

Dear Mr. Stringer, Mr. Parker, Ms. Beech
and Ms. Ransom,

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 August 27, 2024 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, 2023 filed with the Commission
on April 25, 2024 (the “2023 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 2023 Form 20-F.

Division of Corporation Finance

Office of Trade & Services

Securities and Exchange Commission

September 30, 2024

Page 2

Form 20-F for the Fiscal Year Ended December 31, 2023

Our Company, page 3

 1. Please
                                            revise to discuss in more detail the founding of Temu, including where the majority of its
                                            current operations and customers are located and how its business and operations are differentiated
                                            from those of Pinduoduo. In this regard, your description of the platforms is nearly identical,
                                            making it unclear how you choose to manage them and how they contribute to your overall financial
                                            performance. In addition, identify through which entities you operate your Temu and Pinduoduo
                                            businesses in your organizational chart on page 4.

In
response to the Staff’s comment regarding the location of Temu’s operations, the Company respectfully proposes to revise
the referenced disclosure under “Item 3. Key Information—Our Company” in its future Form 20-F filings, as shown
in the blackline below (with deletions shown in strikethrough and additions in underline), subject to such updates and adjustments to
be made in connection with any material developments of the subject matter being disclosed. As more fully elaborated in the Company’s
response to Comments 16 and 17 below, despite its differentiated geographical coverage, Pinduoduo and Temu have the same value
propositions and operational model. Both platforms serve merchants in China, assisting them in reaching consumers and growing their sales.
Many of these Chinese merchants operate on both platforms and offer their products to consumers all over the world. Therefore, Temu is
considered an integral part of the Company’s e-commerce business rather than a distinct business segment that is separately monitored
and reported. This integration has led to the Company’s holistic approach in evaluating the operational and financial results of
both platforms, making separate disclosures about each platform’s financial performance unnecessary.

“Our Company

[…]

Temu
was founded in September 2022 in Boston, Massachusetts, the United States. Following its initial launch in North America in September 2022,
Temu expanded to Oceania and Europe in April 2023 and then to other countries and regions worldwide. As of the end of 2023, Temu
was serving consumers in various countries and regions, including the United States, Germany, Japan, the United Kingdom,
France, Italy and Canada. As a new initiative at an early stage of development, Temu aspires to become a global online platform
dedicated to providing quality products to consumers at attractive prices. In partnership with a global network of logistics vendors
and fulfillment partners, Temu empowers merchants with value-added services that enables a broader market reach.

Both Pinduoduo
and Temu enable merchants to provide product listings for buyers to conveniently browse and order on the platforms. We help merchants
streamline their manufacturing and operations, leading to more competitive prices and reduced waste, and use fun, interactive shopping
experiences and competitive pricing to attract, engage and retain buyers and merchants.

Division of Corporation Finance

Office of Trade & Services

Securities and Exchange Commission

September 30, 2024

Page 3

Our
revenues primarily consist of (i) transaction services and (ii) online marketing services and others provided to third-party
merchants who sell their products on our platforms. For the fiscal year ended December 31, 2023, substantially all of our revenues
were derived from third-party merchants in China.”

In response to the Staff’s comment
regarding the operating entities of Temu and Pinduoduo, the Company respectfully proposes to include the following underlined disclosure
under “Item 3. Key Information—Our Holding Company Structure and Contractual Arrangements with the VIE” and “Item
4. Information on the Company—C. Organizational Structure” in its future Form 20-F filings, subject to such updates
and adjustments to be made in connection with any material developments of the subject matter being disclosed:

“[…]

We conduct our businesses
through a number of operating entities incorporated in jurisdictions across the globe. The following diagram illustrates our corporate
structure, including our principal subsidiaries and the VIE and its principal subsidiary, as of the date of this annual report:

Division of Corporation Finance

Office of Trade & Services

Securities and Exchange Commission

September 30, 2024

Page 4

[…]

 (3) These entities provide services
                                            to users of Pinduoduo.

 (4) These
                                            entities provide services to users of Temu.”

Division of Corporation Finance

Office of Trade & Services

Securities and Exchange Commission

September 30, 2024

Page 5

Our Holding Company Structure and Contractual
Arrangements with the VIE, page 4

 2. Describe the contractual arrangements
                                            with the VIE, including the shareholders’ voting rights proxy agreement, equity pledge
                                            agreement, spousal consent letter, exclusive consulting and services agreement and exclusive
                                            option agreement that you reference on page 5.

In response to the Staff’s comment,
the Company undertakes to include the following disclosure under “Item 3. Key Information—Our Holding Company Structure and
Contractual Arrangements with the VIE” in its future Form 20-F filings, as shown in the blackline below (with deletions shown
in strikethrough and additions in underline), subject to such updates and adjustments to be made in connection with any material developments
of the subject matter being disclosed:

“Our Holding Company Structure
and Contractual Arrangements with the VIE

[…]

The VIE structure
consists of a series of contractual arrangements, including a shareholders’ voting rights proxy agreement, equity pledge agreement,
spousal consent letter, exclusive consulting and services agreement and exclusive option agreement, that have been entered into by and
among Hangzhou Weimi, the VIE, the VIE’s shareholders and, as applicable, their spouses. As a result of the contractual arrangements,
we are able to direct the activities of and derive economic benefits from the VIE. We are considered the primary beneficiary of the VIE
and its subsidiaries for accounting purposes, and we have consolidated their financial results in our consolidated financial statements.
Revenues contributed by the VIE and its subsidiaries accounted for 59.3%, 56.2% and 45.7% of our total revenues for 2021, 2022 and 2023,
respectively. […] For more details of these contractual arrangements, see “Item 4. Information on the Company—C.
Organizational Structure—Contractual Arrangements with the VIE and Its Shareholders.”

The following
is a summary of the currently effective contractual arrangements by and among our wholly owned subsidiary, Hangzhou Weimi, the VIE and
its shareholders.

Arrangements that enable us
to direct the activities of the VIE and its subsidiaries

Shareholders’
Voting Rights Proxy Agreement. Pursuant to the amended and restated shareholders’ voting rights proxy agreement
dated July 15, 2020, by and among Hangzhou Weimi, Hangzhou Aimi and the shareholders of Hangzhou Aimi, each shareholder of Hangzhou
Aimi irrevocably authorized Hangzhou Weimi or any person(s) designated by Hangzhou Weimi to exercise such shareholder’s rights
in Hangzhou Aimi, including without limitation, the power to participate in and vote at shareholder’s meetings, the power to nominate
and appoint the directors, senior management, the power to sell or transfer such shareholder’s equity interest in Hangzhou Aimi,
the power to propose to convene an extraordinary shareholders meeting, and other shareholders’ voting rights permitted by the Articles
of Association of Hangzhou Aimi. The shareholders’ voting rights proxy agreement remains irrevocable and continuously valid from
the date of execution so long as each shareholder remains as a shareholder of Hangzhou Aimi.

Division of Corporation Finance

Office of Trade & Services

Securities and Exchange Commission

September 30, 2024

Page 6

Equity
Pledge Agreement. Pursuant to the amended and restated equity pledge agreement dated July 15, 2020, by and among
Hangzhou Weimi, Hangzhou Aimi and the shareholders of Hangzhou Aimi, the shareholders of Hangzhou Aimi pledged all of their equity interests
in Hangzhou Aimi to Hangzhou Weimi to guarantee their and Hangzhou Aimi’s obligations under the contractual arrangements including
the exclusive consulting and services agreement, the exclusive option agreement and the shareholders’ voting rights proxy agreement
and this equity pledge agreement, as well as any loss incurred due to events of default defined therein and all expenses incurred by
Hangzhou Weimi in enforcing such obligations of Hangzhou Aimi or its shareholders. In the event of default defined therein, upon written
notice to the shareholders of Hangzhou Aimi, Hangzhou Weimi, as pledgee, will have the right to dispose of the pledged equity interests
in Hangzhou Aimi and priority in receiving the proceeds from such disposition. The shareholders of Hangzhou Aimi agree that, without
Hangzhou Weimi’s prior written approval, during the term of the equity pledge agreement, they will not dispose of the pledged equity
interests or create or allow any other encumbrance on the pledged equity interests. We have completed the registration of the equity
pledges with the relevant office of the SAIC in accordance with the PRC Property Rights Law.

Spousal
Consent Letter. Pursuant to each spousal consent letter, the spouse of the signing shareholder of the VIE unconditionally
and irrevocably agreed that the equity interest in Hangzhou Aimi held by such shareholder and registered in his name will be disposed
of pursuant to the equity interest pledge agreement, the exclusive option agreement and the shareholders’ voting rights proxy agreement.
The spouse of the signing shareholder of the VIE agreed not to assert any rights over the equity interest in Hangzhou Aimi held by the
signing shareholder. In addition, in the event that the spouse of the signing shareholder of the VIE obtains any equity interest in Hangzhou
Aimi held by the signing shareholder for any reason, the spouse agreed to be bound by the contractual arrangements.

Agreements that allow us to
receive economic benefits from the VIE

Exclusive
Consulting and Services Agreement. Under the exclusive consulting and services agreement between Hangzhou Weimi and
Hangzhou Aimi, dated June 5, 2015, Hangzhou Weimi has the exclusive right to provide to Hangzhou Aimi consulting and services related
to, among other things, design and development, operation maintenance, product consulting, and management and marketing consulting. Hangzhou
Weimi has the exclusive ownership of intellectual property rights created as a result of the performance of this agreement. Hangzhou
Aimi agrees to pay Hangzhou Weimi service fees at an amount as determined by Hangzhou Weimi. This agreement will remain effective for
a ten-year term and then be automatically renewed, unless Hangzhou Weimi gives Hangzhou Aimi a termination notice 90 days before the
term ends.

Division of Corporation Finance

Office of Trade & Services

Securities and Exchange Commission

September 30, 2024

Page 7

Agreements that provide us with
the option to purchase the equity interests in the VIE

Exclusive
Option Agreement. Pursuant to the amended and restated exclusive option agreement dated July 15, 2020, by and
among Hangzhou Weimi, Hangzhou Aimi and each of the shareholders of Hangzhou Aimi, each of the shareholders of Hangzhou Aimi irrevocably
granted Hangzhou Weimi an exclusive call option to purchase, or have its designated person(s) to purchase, at its discretion, all
or part of their equity interests in Hangzhou Aimi, and the purchase price shall be the lowest price permitted by applicable PRC law.
In addition, Hangzhou Aimi has granted Hangzhou Weimi an exclusive call option to purchase, or have its designated person(s) to
purchase, at its discretion, to the extent permitted under PRC law, all or part of Hangzhou Aimi’s assets at the book value of
such assets, or at the lowest price permitted by applicable PRC law, whichever is higher. Each of the shareholders of Hangzhou Aimi undertakes
that, without the prior written consent of Hangzhou Weimi or us, they may not increase or decrease the registered capital, dispose of
its assets, incur any debts or guarantee liabilities, enter into any material purchase agreements, enter into any merger, acquisition
or investments, amend its articles of association or provide any loans to third parties. Unless terminated by Hangzhou Weimi at its sole
discretion, the exclusive option agreement will remain effective until all equity interests in Hangzhou Aimi held by the shareholders
of Hangzhou Aimi and all assets of Hangzhou Aimi are transferred or assigned to Hangzhou Weimi or its designated representatives.

However, the use
of these contractual arrangements involves unique risks to investors. The contractual arrangements do not, and may never, provide holders
of our ADSs with direct or indirect equity ownership in the VIE and its subsidiaries. Although the contractual arrangements enable us
to direct the activities of and derive economic benefits from the VIE, any control that we have over our ability
to direct the activities of, as well as any economic benefits that we may derive from, the VIE depend on the enforceability of the
contractual arrangements that we have entered into with the VIE and its shareholders. Although King & Wood Mallesons, our PRC
legal counsel, has advised us that these contractual arrangements are legal, valid, binding and enforceable in accordance with their
terms and applicable PRC laws and regulations, they have also advis