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    Jin Mao Tower 38F, Unit 03

    88 Century Boulevard

    Pudong, Shanghai 200121

    People’s Republic of China

    Phone: 86-21-6165-1700

    Fax: 86-21-6165-1799

    Website: www.wsgr.com

    中国上海浦东新区

    世纪大道88号

    金茂大厦38楼03室

    邮政编码:
    200121

    电话:
    86-21-6165-1700

    传真:
    86-21-6165-1799

    网站:
    www.wsgr.com

Via EDGAR

July 17, 2023

Attention:

Beverly Singleton

Anne McConnell

Evan Ewing

Asia Timmons-Pierce

Division of Corporation Finance

Office of Manufacturing

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    CH AUTO Inc. (CIK No. 0001930207)

    Response to the Staff’s Comments on

    Amendment No. 2 to Registration Statement on Form F-4 Filed on June 12, 2023

File No. 333-270267

Ladies and Gentlemen,

On behalf of our client, CH AUTO Inc., a foreign private issuer incorporated
under the laws of the Cayman Islands (the “Company”), we are hereby submitting to the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) this letter setting forth the Company’s responses
to the comments contained in the Staff’s letter dated June 26, 2023 on the Company’s Amendment No. 2 to Registration Statement
on Form F-4 filed with the Commission on June 12, 2023 (“Amendment No.2”). Concurrently with the submission of this
letter, the Company is submitting its amendment No.3 to the Registration Statement (“Amendment No. 3”) and certain
exhibits via EDGAR with the Commission.

The Staff’s comments are repeated below in bold and are followed
by the Company’s responses. We have included page references in the Amendment No.3 where the disclosure addressing a particular
comment appears. Capitalized terms used but not otherwise defined herein have the meanings set forth in Amendment No.3.

Amendment No. 2 to Registration Statement on
Form F-4

Offline Sales Network, page 158

 1. We note your response to comment 8. Please file the IP Agreement with Mullen as an exhibit to the
registration statement or tell us why you are not required to do so.

Response: In response to the Staff’s
comment, the Company has filed the IP Agreement with Mullen as exhibit 10.25 to Amendment No. 3.

Wilson
Sonsini Goodrich & Rosati, Professional Corporation

威尔逊●桑西尼●古奇●罗沙迪律师事务所

austin
   beijing    boston    BOULDER   brussels    hong kong    london
los angeles    new york    palo alto
 SALT LAKE CITY san diego san francisco seattle shanghai washington, dc wilmington,
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Management’s Discussion and Analysis of Financial
Condition and Results of Operations of the Company

Results of Operations

Impairment loss on long-lived assets, page 188

 2. Please expand your discussion of the impairment loss recorded on long-lived assets, including disclosing
the specific nature of the assets impaired. Please disclose and discuss the factors that led you to conclude that an impairment analysis
was necessary. Please also describe how you determined the amount of the impairment loss you recorded, including the estimated fair value
attributed to the impaired assets and their carrying value as of the analysis date. In this regard, we note property, plant, and equipment,
net, substantially decreased from $146.5 million at December 31, 2021 to $64.0 million at December 31, 2022. Please more fully discuss
the significant changes that caused the decrease, such as the impairment, disposals, depreciation, etc.

Response: In response to the Staff’s
comment, the Company has revised pages 188, 190 and 191 of Amendment No. 3 to disclose the specific nature of the assets impaired, the
factors leading to impairment, the determination of the impairment amount, and the components of the significant decrease of the balance
of property, plant and equipment, net.

Unaudited Pro Forma Condensed Combined Financial
Statements, page 204

 3. We
                                            have reviewed your response to prior comment 9 and the disclosures you provided. Please further
                                            address the following:

 ● Based
                                            on your disclosures on pages 23-24 and 93-96, it appears the SPAC can waive a closing condition
                                            such that if up to 53,492,403 shares subject to equity pledges and judicial freezes were
                                            exercised or auctioned off prior to the closing of the business combination and the business
                                            combination could be consummated. Based on these disclosures, it is not clear why this scenario
                                            is not reflected under Pro Forma Scenario II. In this regard, we note the differences between
                                            Pro Forma Scenario I and II, currently presented, are minimal and, based on the disclosures
                                            noted above, do not appear to appropriately reflect the range of potential pro forma outcomes.

Response:
In response to the Staff’s comment, the Company has revised pages 207, 213 to 217 and 220 of Amendment No.3 to change the Pro Forma
Scenario II to reflect the consummation of business combination when the shareholders of the SPAC waive a closing condition as to that
the voting rights shall be no less than 71.2184% of all outstanding equity securities of the Company entitled to vote to appropriately
reflect the range of potential pro forma outcomes.

 ● Based
                                            on your disclosures on pages 23-24 and 93-96, revise the headnote to the pro forma financial
                                            statements to address the possible events that may occur after the business combination regarding
                                            the shares subject to equity pledges and judicial freezes and the potential consequences/impact
                                            the events could have on the combined entity, including the related accounting impacts that
                                            would impact the pro forma financial statements, similar to the information provided under
                                            “Following the closing of the Business Combination” on pages 24 and 95.

Response:
In response to the Staff’s comment, the Company has revised page of 207 of Amendment No. 3 to add a headnote to the pro forma financial
statements to address the possible events that may occur after the business combination.

 ● In
                                            regard to the 3,750,000 advisor shares, we note although US GAAP permits offering costs to
                                            be recorded in equity that is allowable to the extent offering costs are netted against offering
                                            proceeds; however, if offering costs exceed offering proceeds or are incurred absent offering
                                            proceeds, they are required to be expensed. More fully explain what the offering costs relate
                                            to and, to the extent they exceed offering proceeds, tell us how you determined your accounting
                                            for them in the pro forma financial statements complies with US GAAP.

Response:
In response to the Staff’s comment, the Company has revised page of 212, 216 and 219 of Amendment No. 3 to expense the portion
of offering cost of 3,750,000 advisor shares that exceeds the offering proceeds in accordance of US GAAP. The Company respectfully advices
the Staff that 3,750,000 advisor shares were issued to CBC, Revere and BHTIC that were retained to provide due diligence and financial
advisory services including analyzing CH-AUTO Technology Corporation Ltd.’s business, operations and financing plans, identifying
and securing financing from financing sources and facilitating this Business Combination.

    2

 4. We have reviewed your response to prior comment 10 and the disclosures you provided under the Maximum
Redemption pro forma scenario on page 206. As noted in your response, please revise your disclosure to quantify the number of shares that
could be redeemed by MCAF public stockholders if the proposal to eliminate the net tangible asset requirement is not approved.

Response: In response to the Staff’s
comment, the Company has revised page 208 of Amendment No.3 to disclose the number of shares that could be redeemed by MCAF public stockholders
if the proposal to eliminate the net tangible asset requirement is not approved.

 5. Refer to pages 207 and 211. We note that both pro forma balance sheets present negative cash balances
under the Maximum Redemption pro forma scenarios. It does not appear presenting negative cash balances in the pro forma balance sheets
is meaningful or appropriate since it seems to represent a result that cannot occur, absent an additional funding source. Please revise.
In addition, please be advised if any additional cash redemptions occurred as a result of MCAF’s June 22, 2023 shareholder meeting, ensure
those redemptions are appropriately presented under the columns MCAF Adjustments and MCAF Adjusted (Historical) in the pro forma financial
statements.

Response: In response to the Staff’s
comment, the Company has revised pages 209, 213, 218, and 219 of Amendment No. 3 to revise negative cash balances and reflect the cash
redemption on June 22, 2023.

Experts, page 274

 6. Please
                                            address the following:

 ● Revise
                                            the first sentence of the second paragraph to indicate the consolidated financial statements
                                            of CH Auto Inc. are as of December 31, 2022 and for the period from January 25, 2022 through
                                            December 31, 2022.

 ● Revise
                                            the first sentence of the third paragraph to indicate the financial statements of MCAF are
                                            as of December 31, 2022 and 2021 and for the year ended December 31, 2022 and the period
                                            from March 2, 2021 (inception) through December 31, 2021.

Response:
In response to the Staff’s comment, the Company has revised page 276 of Amendment No.3.

Exhibits

 7. We
                                            have reviewed your disclosures made in response to prior comment 14. Please refer to Exhibit
                                            23.1 and further address the following:

 ● Refer
                                            to the beginning of the first sentences of each of the two paragraphs. Clarify that the auditor
                                            consents to the inclusion of their report in this Registration Statement. The current disclosures
                                            state the auditor consents to the incorporation by reference of their reports in this Registration
                                            Statement, however, the auditors’ reports are included in the Registration Statement
                                            on Form F-4 rather than being incorporated by reference.

 ● Refer
                                            to the first paragraph. At the end of the first sentence, clarify that the consolidated financial
                                            statements of CH AUTO Inc. are as of December 31, 2022 and for the period from January 25,
                                            2022, inception, through December 31, 2022. Also, omit any reference to this being an Annual
                                            Report on Form F-4 of CH AUTO Inc. for the year ended December 31, 2022.

 ● Refer
                                            to the second paragraph. At the end of the first sentence, omit any reference to this being
                                            an Annual Report on Form F-4 of CH AUTO Inc. for the year ended December 31, 2022.

Response:
In response to the Staff’s comment, the Company has filed a revised exhibit 23.1 to Amendment No. 3.

    3

General

 8. Please update the registration statement to reflect the results of your June 22, 2023 extraordinary
general meeting. Please include the number of shares that were redeemed and update the amount remaining in the trust account throughout
the registration statement.

Response: In response to the Staff’s
comment, the Company has revised disclosure throughout Amendment No. 3 to disclose the number of shares redeemed and update the remaining
money in the trust account.

 9. Please tell us, with a view to disclosure, whether you have received notice from the underwriter
or any other firm engaged in connection with MCAF’s initial public offering about ceasing involvement in your transaction and how
that may impact your deal, including the deferred underwriting compensation owed for the MCAF’s initial public offering.

Response: In response to the Staff’s
comment, the Company respectfully advises the Staff that MCAF has not received any notice from the underwriter or any other firm engaged
in connection with MCAF’s initial public offering about ceasing involvement in this transaction. Therefore, the Company respectfully
advises the Staff that no additional disclosure has been added.

 10. We note your response to comment 22 in your response letter dated March 31, 2023 stating that you
believe that CH-Auto Technology Corporation Ltd. can be considered either a majority-owned subsidiary or an entity controlled primarily
by Pubco, to qualify for the exemption from the definition of investment company under rule 3a-1. Please further elaborate on the likelihood
that (i) Pubco will be unable to continue to hold 50% or more of the voting securities of the Company at any time after the closing, and
(ii) Pubco will not primarily control the Company at any time following the closing. In your response, please also address how these possibilities
would affect, if at all, the registrant’s determination that Pubco will not meet the definition of an investment company under the
1940 Act.

Response: In response to the Staff’s comment,
the Company respectfully advises the Staff the followings:

As referenced in the Company’s response
to comment 22 in the response letter dated March 31, 2023, Pubco intends to rely on either Section 3(a)(1)(C) or Rule 3a-1 under the Investment
Company Act, or a combination of both, and intends at all times CH-Auto Tech, which represents substantially all of Pubco’s total
assets, will be either an indirect majority-owned subsidiary of, or indirectly primarily controlled by, Pubco.

As of the date of closing of the Business Combination, Pubco
will indirectly hold at least 39.1598% of the total issued and outstanding equity interests in CH-Auto Tech on a fully-diluted basis,
and at least 72.1233% voting rights of all the outstanding shares CH-Auto Tech entitled to vote, which would allow CH-Auto Tech to be
primarily controlled by Pubco, as there is no other person holding a greater share of voting securities of CH-Auto Tech than Pubco, and
allow CH-Auto Tech to be a majority-owned subsidiary. As disclosed in Amended No.3, the second largest shareholder and also a non-participating
stockholder, Nanjing Local Government Authorities, currently owns, through multiple platforms, in total 19.69% of the then-issued and
outstanding equity interest in CH-Auto Tech. Therefore, no other shareholder of CH-Auto Tech, upon the consummation of the Reorganization
or the Business Combination, will own 25% or more of voting power in CH-Auto Tech or has an equivalent amount of control of CH-Auto Tech.

If there are more than 216,878,637 (out of 229,451,760 shares
that are under the equity pledge and subject to judicial freezing) Exerci