SecProbe.io

CORRESP
1
filename1.htm

August
19, 2024

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. 20 to Registration
    Statement on Form F-1

    Filed August 2, 2024

    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 letter dated August 14, 2024 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. 20 to Registration Statement on Form F-1 filed August 2, 2024

Use
of Proceeds, page 49

1.
We note your response to prior comment 2. Please disclose whether the amounts allocated to each purpose will be sufficient to accomplish
the intended use or whether you will require additional funds. If you will require additional funds, disclose the expected source, amount
and nature of the funding. For example, while you increased the percentage allocated to acquiring and investing in a production plant,
the actual dollar amount you intend to devote to that purpose is substantially less than what it was in prior amendments.

Response: In response to the Staff’s comment,
the Company amended pages 13 and 49 of the Revised F-1. The Company respectfully submits that the current amount allocated to
each use of proceeds purpose will be sufficient. In connection with our U.S. investment plan, it is scaled down based on the reduced
proceeds and it will be focused on the key production which maximizes in revenues. In connection to the U.S. expansion plan, the
Company also plans to outsource to local suppliers which was not considered in its original planned offering size as
stated in prior amendments. Further, the Company also plans to utilize its ordinary shares and cash flows from its
operating activities to support its U.S. expansion plan and U.S. investment plan, and thus, the Company does not require additional
funding support from a financial institution based on the management team’s preliminary assessment. To the extent that the Company’s
actual net proceeds and cash from operating activities are insufficient to fund all of the proposed purposes, the Company
will decrease its allocation of the net proceeds for the proceed purposes on a pro rata basis, or the Company may
raise additional capital through equity financing to sufficiently fund its proposed uses.

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