SecProbe.io

CORRESP
1
filename1.htm

August
27, 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. The Company has significantly reduced
our planned cost of each of the Proceed Usage due to reduced net proceeds, as compared to the initial plan of the Proceed Usage
in the original planned offering size. In connection with our first Proceed Usage, it is scaled down significantly based on the
reduced proceeds and it will be focused on the key production which maximizes in revenues. For example, the Company initially
planned to acquire and invest in a production plant by way of acquiring land and building a factory. Currently, we plan to rent a
property from a third party to establish the U.S. Production Line. A further example, under the third Proceed Usage, the Company
currently plans to outsource to local suppliers for testing which was not considered in the original planned offering size. 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 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