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Correspondence 0001493152-23-023892 from J-Star Holding Co., Ltd. (YMAT)

J-Star Holding Co., Ltd.
Date: July 7, 2023 · CIK: 0001875016 · Accession: 0001493152-23-023892

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File numbers found in text: 333-263755

Date
May 24, 2023
Author
Lawrence S. Venick
Form
CORRESP
Company
J-Star Holding Co., Ltd.

Letter

VIA EDGAR TRANSMISSION Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing Amendment No. 10 to Registration Statement on Form F-1 Filed May 24, 2023 File No. 333-263755

Re: J-Star Holding Co., Ltd. (the “Company”)

Dear SEC Officers,

As counsel for the Company and on its behalf, this letter is being submitted in response to the verbal correspondence dated June 30, 2023 from the Securities and Exchange Commission (the “Commission”) in which the staff of the Commission (the “Staff”) commented on the above-referenced Registration Statement on Form F-1 (the “Form F-1”). For the Staff’s convenience, the Staff’s comments have been stated below in their entirety, with the Company’s responses set out immediately underneath those comments. Please note that all references to page numbers in the responses are references to the page numbers in a revised Form F-1 (the “Revised F-1”), filed concurrently with the submission of this letter in response to the Staff’s comments.

Amendment No. 11 to Registration Statement on Form F-1 filed June 14, 2023

General

1. In response to the Staff’s verbal comment with respect to updating the relevant disclosures throughout the Form F-1, the Company has revised and updated the relevant disclosures to the extent possible in the Revised F-1 and also updated exhibits 5.1 to 5.4 and 23.6.

2. In response to the Staff’s comment with respect to including the Inflation Reduction Act in the Form F-1, the Company has included the relevant disclosures in the “Regulations” section on page 120 in the Revised F-1.

Should you have any questions relating to the foregoing or wish to discuss any aspect of the Company’s filing, please contact me at +852.5600.0188.

Very
truly yours,
/s/
Lawrence S. Venick

Show Raw Text
CORRESP
1
filename1.htm

July
7, 2023

VIA
EDGAR TRANSMISSION

Securities
and Exchange Commission

Division
of Corporation Finance

Office
of Manufacturing

Washington,
D.C. 20549

    Re:
    J-Star
    Holding Co., Ltd. (the “Company”)

    Amendment
    No. 10 to Registration Statement on Form F-1

    Filed
    May 24, 2023

    File
    No. 333-263755

Dear
SEC Officers,

As
counsel for the Company and on its behalf, this letter is being submitted in response to the verbal correspondence dated June 30, 2023
from the Securities and Exchange Commission (the “Commission”) in which the staff of the Commission (the “Staff”)
commented on the above-referenced Registration Statement on Form F-1 (the “Form F-1”). For the Staff’s convenience,
the Staff’s comments have been stated below in their entirety, with the Company’s responses set out immediately underneath
those comments. Please note that all references to page numbers in the responses are references to the page numbers in a revised Form
F-1 (the “Revised F-1”), filed concurrently with the submission of this letter in response to the Staff’s comments.

Amendment
No. 11 to Registration Statement on Form F-1 filed June 14, 2023

General

1.
In response to the Staff’s verbal comment with respect to updating the relevant disclosures throughout the Form F-1, the Company
has revised and updated the relevant disclosures to the extent possible in the Revised F-1 and also updated exhibits 5.1 to 5.4 and 23.6.

2.
In response to the Staff’s comment with respect to including the Inflation Reduction Act in the Form F-1, the Company has included
the relevant disclosures in the “Regulations” section on page 120 in the Revised F-1.

Should
you have any questions relating to the foregoing or wish to discuss any aspect of the Company’s filing, please contact me at +852.5600.0188.

    Very
    truly yours,

    /s/
    Lawrence S. Venick

    Lawrence
    S. Venick