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Planet Image International Limited

May 23, 2023

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Energy & Transportation

100 F Street, N.E.

Washington, DC 20549

Attn: Irene Barberena-Meissner and Karina Dorin

    Re:

    Planet Image International Limited

    Amendment No. 1 to Registration Statement on Form F-1

    Filed April 17, 2023

    File No. 333-263602

Dear Ms. Barberena-Meissner and Ms. Dorin:

Planet Image International
Limited (the “Company”, “we”, “us” or “our”) hereby transmits
its response to the letter received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the
“Commission”), dated May 12, 2023 regarding its Amendment No. 1 to Registration Statement on Form F-1 (the “Amendment
No. 1 to Registration Statement”) filed on April 17, 2023. For ease of reference, we have repeated the Commission’s comments
in this response letter and numbered them accordingly. An Amendment No. 2 to the Registration Statement on Form F-1 (“Amendment
No. 2 to the Registration Statement”) is being filed to accompany this response letter.

Amendment No. 1 to Registration Statement on
Form F-1

Cover Page

1. We note your revised disclosure in response
to prior comment 2 and reissue the comment in part. Please clearly disclose how you will refer to your subsidiaries, including your operating
subsidiaries, throughout your prospectus.

Response: In response to the Staff’s
comment, we revised our disclosure on the cover page of Amendment No. 2 to the Registration Statement to clearly disclose how we refer
to our subsidiaries, including our operating subsidiaries, throughout the prospectus.

2. We note your revised disclosures in response
to prior comment 3. Please specifically disclose cash flows that have occurred between PRC subsidiaries and other subsidiaries.

Response: In response to the
Staff’s comment, we revised our disclosure on page 8 of Amendment No. 2 to the Registration Statement under “Prospectus
Summary — Cash Transfers and Dividend Distributions” to disclose the cash flows that have occurred between our Mainland
PRC subsidiaries and other subsidiaries. Additionally, we included a cross-reference on the cover page of Amendment No. 2 to the
Registration Statement to the revised disclosure.

3. We note your disclosure here and elsewhere
in your prospectus that on February 17, 2023, the China Securities Regulatory Commission (the “CSRC”) promulgated the Trial
Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies, or the “Administrative Measures,”
and five supporting guidelines. As these Administrative Measures became effective on March 31, 2023, please disclose whether you and relevant
parties to this transaction have complied with your obligations under the Administrative Measures. In addition, please update your risk
factor disclosure on page 33 to reflect that the Administrative Measures came into effect on March 31, 2023.

Response: In response to the
Staff’s comment, we disclosed on the cover page and pages 6 and 37 of Amendment No. 2 to the Registration Statement that we
are currently in the process of preparing a filing report and other required materials in connection with the CSRC filing, which
will be submitted to the CSRC in due course and that we expect to submit any additional materials as subsequently requested by
and/or respond to questions from the CSRC on a timely basis as they occur, and expect to obtain CSRC approval prior to our proposed
initial public offering and listing on the Nasdaq Stock Market.

Additionally, we updated our risk factor
disclosure on page 36 of Amendment No. 2 to the Registration Statement to reflect that the Administrative Measures came into effect
on March 31, 2023.

Prospectus Summary, page 3

4. Consistent with your disclosure on page
6, please revise your prospectus cover page to disclose that your auditor is headquartered in Sugar Land, Texas, and has been inspected
by the PCAOB on a regular basis with the last inspection in September 2022.

Response: In response to the Staff’s
comment, we revised our disclosure on the cover page of Amendment No. 2 to the Registration Statement to disclose that our auditor is
headquartered in Sugar Land, Texas, and has been inspected by the PCAOB on a regular basis with the last inspection in September 2022.

Prospectus Summary, page 5

5. We note your revised disclosure in response
to prior comment 5 that you believe that each of your PRC subsidiaries has all requisite permissions or approvals to conduct its business
in the manner presently conducted and described in the prospectus, and that other than the licenses and approvals disclosed in the prospectus
that your PRC subsidiaries have obtained for a domestic company in China to engage in the similar businesses, as of the date of the prospectus,
neither you nor any of your PRC subsidiaries is required to obtain any permission from any PRC authorities, including, but not limited
to, the Cyberspace Administration of China, to conduct its operations. Please expand to clarify whether your Hong Kong subsidiaries have
all permissions or approvals required to obtained from Chinese authorities to operate your business and to offer the securities being
registered to foreign investors.

Response: In response to the Staff’s comment, we revised our disclosure
on pages 6 and 7 of Amendment No. 2 to the Registration Statement to disclose that the operation of our Hong Kong subsidiaries does not
require any permission or approval from the Chinese authorities, and that other than the filing requirement under the Administrative Measures
as discussed on page 6 of Amendment No. 2 to the Registration Statement, we, our Mainland PRC subsidiaries, and Hong Kong subsidiaries
are not required to obtain any permission or approval from the Chinese authorities under current PRC laws and regulations for the offering
of securities being registered to foreign investors.

    2

Cash Transfer and Dividend Distributions, page 6

6. We note your revised disclosure in response
to prior comment 6 cross references the risk factor titled “PRC regulations of loans and direct investment by offshores holding companies
to PRC entities may delay or prevent us from using the proceeds of our offshore financing to make loans or additional capital contributions
to our PRC subsidiaries, which could materially and adversely affect our liquidity and our ability to fund and expand our business”
for a discussion of the restrictions and limitations on your ability to distribute earning to your Cayman Islands holding company and
the investors. However, we are not able to find a discussion of such restrictions and limitations in such risk factor and reissue the
comment in part. Please discuss here the restrictions and limitations on your ability to distribute earnings from the company, including
your PRC and non-PRC subsidiaries, to the parent company and U.S. investors. We also note you disclose that subject to certain contractual,
legal and regulatory restrictions, cash and capital contributions may be transferred among your Cayman Islands holding company and your
subsidiaries. Please describe these contractual, legal and regulatory restrictions. Lastly, we note you disclose that cash transfers from
your Cayman Islands holding company are subject to applicable PRC laws and regulations on loans and direct investment. Please describe
these applicable PRC laws and regulations.

Response:

In response to the Staff’s comment, we
removed the reference that the risk factor titled “PRC regulations of loans and direct investment by offshores holding
companies to PRC entities may delay or prevent us from using the proceeds of our offshore financing to make loans or additional
capital contributions to our PRC subsidiaries, which could materially and adversely affect our liquidity and our ability to fund and
expand our business” contained a discussion of the restrictions and limitations on our ability to distribute earning to
our Cayman Islands holding company and the investors. Instead, we included a discussion on pages 8 through 11 of Amendment No. 2 to
the Registration Statement regarding the restrictions and limitations on our ability to distribute earnings from the company,
including our PRC and non-PRC subsidiaries, to the parent company and U.S. investors.

We respectfully advise the Staff that as of the
date of this letter, other than Mainland China, the Company’s operating subsidiaries formed in Hong Kong, the State of California
and Netherlands contribute the vast majority of our revenues in the reporting periods of fiscal years ended December 31, 2021 and 2022.
We revised our disclosure on pages 10 and 11 of Amendment No. 2 to the Registration Statement to include a discussion of the restrictions and
limitations on the ability of subsidiaries formed in these jurisdictions to distribute earnings to the parent company and U.S. investors.

We revised our disclosure to note that other than
the restrictions and limitations discussed under “Prospectus Summary—Cash Transfer and Dividend Distributions,” there
are no legal or regulatory restrictions on the transferability of cash and capital contributions among our Cayman Islands holding company
and our subsidiaries. We respectfully advise the Staff that there are no contractual restrictions restraining the transferability of cash
and capital contributions among our Cayman Islands holding company and our subsidiaries and we removed such disclosure in Amendment No.
2 to the Registration Statement.

We also included descriptions of applicable PRC
laws and regulations on loans and direct investment on pages 9 and 10  of Amendment No. 2 to the Registration Statement.

Dilution, page 55

7. We note your table illustrating how the
net tangible asset per share is determined. Please address the following:

 ● Explain why the consolidated assets and liabilities included in the numerator are not consistent with
the corresponding numbers on the balance sheet, on page F-3.

 ● Tell us the nature of the intangible asset in the amount of $2,632,149 and the corresponding line item(s)
on the balance sheet.

 ● We note your disclosure in Capitalization, page 54 that all of your redeemable ordinary shares will
be automatically converted into 14,104,236 Class A ordinary shares prior to completion of this offering. If so, tell us the basis for
deducting mezzanine equity amount of $14,104,236 in the numerator and how you derived 26,315,800 of class A ordinary shares in the denominator.
In addition, disclose here the conversion price of the redeemable ordinary shares and the number of Class A ordinary shares issuable upon
automatic conversion of redeemable shares.

Response:

 ● Explain why the consolidated assets and liabilities included in the numerator are not consistent with
the corresponding numbers on the balance sheet, on page F-3.

    3

In response to the Staff’s
comment, the Company revised the consolidated assets and liabilities included in the numerator in Amendment No. 2 to the Registration
Statement on page 61 to keep consistent with the corresponding numbers on the balance sheet in accordance with the Staff’s instructions.

 ● Tell us the nature of the intangible asset in the amount of $2,632,149 and the corresponding line item(s)
on the balance sheet.

The Company respectfully
advise the Staff that the intangible asset of $2,632,149 is a land use right included in the property, plant and equipment, net on the
balance sheet as of December 31, 2022, with a gross amount of $3,555,468 and an accumulated amortization of $923,319.

 ● We note your disclosure in Capitalization, page 54 that
all of your redeemable ordinary shares will be automatically converted into 14,104,236 Class A ordinary shares prior to completion of
this offering. If so, tell us the basis for deducting mezzanine equity amount of $14,104,236 in the numerator and how you derived 26,315,800
of class A ordinary shares in the denominator. In addition, disclose here the conversion price of the redeemable ordinary shares and
the number of Class A ordinary shares issuable upon automatic conversion of redeemable shares.

In response to the
Staff’s comments, the Company revised the disclosure in Amendment No. 2 to the Registration Statement on pages 60 and 61 in
accordance with the Staff’s instructions. The number of redeemable ordinary shares should be 10,526,300 shares, which were
issued and outstanding, at conversion price of approximately $1.34 per share. It is assessed by the Company that the ordinary shares
are not currently redeemable, and it is not probable that the ordinary shares will become redeemable, no adjustment was made to the
principal amount of the mezzanine equity of $14,104,236. 26,315,800 Class A ordinary shares derived from 10,526,300 redeemable
ordinary shares issued and outstanding included in mezzanine equity, and 15,789,500 Class A ordinary shares issued and outstanding
included in permanent equity.

Industry Overview, page 74

8. We note industry and market data here and
elsewhere has been updated. Please clarify whether the CIC Report referenced on page 72 has been updated. Please also provide an updated
consent from CIC.

Response: In response to the
Staff’s comment, we updated the reference of the CIC Report on page 80 of Amendment No. 2 to the Registration Statement and
filed an updated consent from CIC as Exhibit 99.3.

Legal proceedings, page 108

9. We note your disclosure regarding the complaint
filed by ML Products on November 12, 2021 with the United States District Court for the Central District of California against Aster US,
a subsidiary of the Company, and five other defendants. Please update your disclosure regarding the status of this litigation.

Response: In response to the
Staff’s comment, we revised our disclosure on page 114 of Amendment No. 2 to the Registration Statement to include updates
regarding the status of this litigation.

Principal Shareholders, page 132

10. Please revise your beneficial ownership
table to include Mr. Quanmao Zhou, your chief financial officer.

Response: In response to the
Staff’s comment, we revised our beneficial ownership table on page 139 of Amendment No. 2 to the Registration Statement to
include Mr. Quanmao Zhou, our chief financial officer.

    4

Financial Statements

Notes to Consolidated Financial Statements

11. Mezzanine Equity, page F-24

11. We note your disclosure on page 54 indicate
automatic conversion of all of redeemable ordinary shares into 14,104,236 Class A ordinary shares immediately prior to the completion
of this offering. Please expand to describe any provisions and features in your governing documents related to the automatic conversion
of your redeemable ordinary shares into shares of your Class A common stock, describe circumstances or events in which the conversion
of redeemable shares is mandatory or optional, conversion price and explain how the number of Class A ordinary shares is determined upon
conversion of the redeemable shares.

Response: In response to the Staff’s
comments, the Company revised the disclosure in Amendment No. 2 to the Registration Statement on pages 60  and F-24.

The number of redeemable ordinary shares to be
reclassified to permanent equity should be 10,526,300 shares. The Company has issued 10,526,300 Class A ordinary shares to the investor,
which are subject to redemption outside of the Company’s control and were classified as redeemable ordinary shares in mezzanine
equity. The Company assessed the contingencies of the redemption event outside the Company’s control would be resolved with the
successful initial public offering and should reclassify the mezzanine equity as permanent equity. The number of reclassified Class A
ordinary shares is the same as redeemable ordinary shares of 10,526,300.

General

12. Please clarify whether the referen