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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

January 28, 2025

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

    Response dated September 30, 2024

    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 January 2, 2025 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

January 28, 2025

Page 2

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

Our Company, page 3

 1. We note your response to comment 1. Please further revise your disclosure to clarify, as you do in your response, that despite their
differentiated geographical coverage, Pinduoduo and Temu have the same value propositions and operational model, and both platforms serve
merchants in China.

In response to the Staff’s comment,
the Company respectfully undertakes to include the following 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.

“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. Despite their differentiated geographical coverage,
Pinduoduo and Temu have the same value propositions and operational model. Currently, both platforms primarily serve merchants in China,
assisting them in reaching consumers and growing their sales.

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.”

Division of Corporation Finance

Office of Trade & Services

Securities and Exchange Commission

January 28, 2025

Page 3

 2. You list your headquarters as Dublin, Ireland, yet it appears all of your operations and customers are located in China. In addition,
your Irish subsidiary appears to be a holding company in your Temu line of business. Please clarify.

The Company respectfully submits that
the designation of its address at Dublin, Ireland (“Dublin Office”) as its principal executive offices in its 2023
Form 20-F was based on where the Company’s key decision-making activities took place. The Company began its global e-commerce platform
in late 2022, and its leadership has since spent more time across the world to oversee business developments, make strategic decisions
from a global perspective, and deepen their understanding of regulatory environments in different markets.

The Dublin Office is particularly well-suited
for coordinating global operations due to its strategic time zone, which facilitates communication across Asia, Europe, and the Americas,
as well as its English speaking environment. Additionally, Dublin is the home to many well-known tech companies’ headquarters for
global operations. It offers access to a unique talent pool with experience in global technology companies and expertise in managing operations
that require significant cross-time-zone coordination. Consequently, the Company’s leadership often made key management decisions
at the Dublin Office. For instance, in 2023, the chairman of the Company’s board of directors, who also serves as the Company’s
co-chief executive officer, held all board meetings at the Dublin Office, where critical management decisions were deliberated and made.
The other members of the leadership also attended important meetings and made management decisions at the Dublin Office during the year.

Given the Dublin Office’s role
as a convenient and central location for coordinating the Company’s rapidly evolving global operations during this new phase of
development, the Company designated this address as its principal executive offices in its 2023 Form 20-F.

Risks Related to Our
Multi-jurisdictional Operations, page 9

 3. We note your revised disclosure in response to comment 9 and reissue our comment in part. Pages 9 and 43 still include references
to “multiple jurisdictions” with respect to disclosure that was previously focused on risks related to the PRC government.
Remove the mitigating language and discuss plainly and directly the risks relating to doing business in China, separate from the risks
you may face in other jurisdictions.

In response to the Staff’s comment,
the Company respectfully proposes to revise “Item 3. Key Information—D. Risk Factors” by separating the current section
entitled “Risks Related to our Multi-jurisdictional Operations” into two sections, respectively entitled “Risks Related
to our Multi-jurisdictional Operations” and “Risks Related to Doing Business in China,” and disclosing all China-specific
risks under “Risks Related to Doing Business in China.” Set out below are the headings of the China-specific risk factors
that the Company intends to disclose under the new subsection entitled “Risks Related to Doing Business in China,” subject
to such updates and adjustments to be made in connection with any material developments of the subject matter being disclosed:

 · Changes in China’s economic, political or social conditions or government policies could have a
material adverse effect on our business and operations.

Division of Corporation Finance

Office of Trade & Services

Securities and Exchange Commission

January 28, 2025

Page 4

 · The regulatory environment in China is complex and evolving, which could adversely affect us.

 · We may be adversely affected by the complexity and changes in the PRC’s regulation of internet-related
businesses and companies, and any lack of requisite approvals, licenses or permits applicable to our business may have a material adverse
effect on our business and results of operations.

 · The PRC government’s significant oversight and discretion over our business operations could result
in a material change in our operations and the value of our ADSs.

 · Discontinuation of any preferential tax treatments or imposition of any additional taxes could adversely
affect our financial condition and results of operations.

 · You may experience difficulties in effecting service of legal process, enforcing judgments or bringing
actions in China against us or our management named in the annual report based on non-PRC laws.

 · We may rely on distributions and advances paid by our mainland China subsidiaries to fund any cash and
financing requirements we may have, and any limitation on the ability of our mainland China subsidiaries to make payments to us could
have a material and adverse effect on our ability to conduct our business.

 · PRC regulations on loans to and direct investment in mainland China entities may delay or prevent us from
using the proceeds of any financing conducted outside of mainland China to make loans or additional capital contributions to our mainland
China subsidiaries, which could materially and adversely affect our liquidity and our ability to fund and expand our business.

 · Governmental control of currency conversion may limit our ability to utilize our revenues effectively
and affect the value of your investment.

 · Certain PRC regulations may make it more difficult for us to pursue growth through acquisitions.

Division of Corporation Finance

Office of Trade & Services

Securities and Exchange Commission

January 28, 2025

Page 5

 · PRC regulations relating to overseas investment activities by mainland China residents may limit our subsidiaries’
ability to change their registered capital or distribute profits to us or otherwise expose us or our mainland China resident beneficial
owners to liability and penalties under PRC laws.

 · Any failure to comply with PRC regulations regarding the registration requirements for employee stock
incentive plans may subject the PRC plan participants or us to fines and other legal or administrative sanctions.

 · Our use of some leased properties could be challenged by third parties or government authorities, which
may cause interruptions to our business operations.

 · If we are classified as a mainland China resident enterprise for PRC income tax purposes, such classification
could result in unfavorable tax consequences to us and our non-mainland China shareholders or ADS holders.

 · We face uncertainty with respect to indirect transfers of equity interests in mainland China resident
enterprises by their non-resident holding companies.

 · Under PRC laws, the approval of or filing with the CSRC or other PRC government authorities may be required
in connection with our previous or future offerings, and, if required, we cannot predict whether or for how long we will be able to obtain
such approval or complete such filing.

 · The PCAOB had historically been unable to inspect our auditor in relation to their audit work performed
for our financial statements and the inability of the PCAOB to conduct inspections of our auditor in the past has deprived our investors
of the benefits of such inspections.

 · Our ADSs may be prohibited from trading in the United States under the HFCA Act in the future if the PCAOB
is unable to inspect or investigate completely auditors located in mainland China or Hong Kong. The delisting of the ADSs, or the threat
of their being delisted, may materially and adversely affect the value of your investment.

 · It may be difficult for non-PRC regulators to conduct investigations or collect evidence within China.

In addition, the Company respectfully
proposes to revise the following risk factors, which will remain under “Item 3. Key Information—Risk Factors—Risks Related
to Our Multi-jurisdictional Operations,” 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.

Division of Corporation Finance

Office of Trade & Services

Securities and Exchange Commission

January 28, 2025

Page 6

“Risks Related to Our Multi-jurisdictional
Operations

Our global operations expose us
to a number of risks.

We began our business
operations in multiple jurisdictions through the launch of the Temu platform in September 2022. As we continue to expand our global operations,
we face risks associated with expanding into markets where we have limited or no experience and where we may be less well-known or have
fewer local resources. We are also subject to a variety of risks inherent in doing business on the global scale, including:

 · […]

As we expand further
into new and existing countries, regions and markets, these risks could intensify, and efforts we make to expand our business and operations
globally may not be successful. Failure to successfully expand globally and manage the complexity of our global operations could materially
and adversely affect our business, financial condition and results of operations. These risks may differ from those associated with
doing business in the PRC. For a detailed discussion of the risks related to operations in the PRC, both generally and specifically, please
refer to the risk factors set out under “—Risks Related to Doing Business in China.”

[…]

Changes in U.S. and international
trade policies, escalations of tensions in international relations, and increased scrutiny from customs and other authorities,—particularly
with regard to China—may adversely impact our business and operating results. In addition, any factors that reduce cross-border
e-commerce or make such trade activities more difficult could harm our business.

There have been heightened
tensions in international relations in recent years, particularly with regard to China, which has resulted in and may continue
to cause changes in international trade policies and additional barriers to trade. Countries impose, modify, and remove tariffs and other
trade restrictions in response to a diverse array of factors, including global and national economic and political conditions, which make
it difficult to predict future developments regarding tariffs and other trade restrictions. For example In particular,
the tensions between the United States and China in recent years have led to additional or higher tariffs imposed by the United States
on certain products imported from China and restrictions on the sale of certain products into the United States. Such trade tensions
may escalate further. Any unfavorable future actions or escalations by either the United States or China, such as capital controls or
tariffs, may affect the demand for our products and services, impact the competitive position of our services, or prevent merchants on
our Temu platform from being able to sell products in the United States. In addition, Wewe operate in a number
of countries and regions around the world. Tariffs and other restrictions imposed by any country or region we serve could affect our business
and financial condition. Trade restrictions, including tariffs, quotas, embargoes, safeguards, and customs restrictions, could restrict
our and our merchants’ ability to source and sell products to the global markets, could increase our costs or reduce the competitiveness
of the prices of products offered on our platforms and could affect our and our merchants’ ability to timely ship and deliver products
to our buyers, any of which could harm our business, financial condition, and results of operations.

Division of Corporation Finance

Office of Trade & Services

Securit