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January 12, 2024
Bin Lu
Chief Executive Officer
Huachen AI Parking Management Technology Holding Co., Ltd
No.1018 Haihe Road, Dushangang Town
Pinghu City, Jiaxing
Zhejiang Province, China 314205
Re:Huachen AI Parking Management Technology Holding Co., Ltd
Draft Registration Statement on Form F-1
Submitted December 19, 2023
CIK No. 0001958399
Dear Bin Lu:
            We have reviewed your draft registration statement and have the following comments.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. If you do not believe a comment applies to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional comments.
Draft Registration Statement on Form F-1 filed December 19, 2023
Cover Page
1.Clearly disclose how you will refer to the holding company and subsidiaries when
providing the disclosure throughout the document so that it is clear to investors which
entity the disclosure is referencing and which subsidiaries or entities are conducting the
business operations. In this regard, we note that the second paragraph on the prospectus
cover page and the prospectus conventions on page 1 appear to inconsistently define
pronouns (“we,” “us,” “our”), and do not clearly define a term to collectively refer to the
registrant and its subsidiaries throughout the document.
2.According to the corporate diagram on page 3, it appears that you own less than 100% of
the PRC subsidiaries other than Hua Chen WFOE, given the 10% ownership of certain
individuals in Zhejiang Hua Chen Tech and the 17% ownership of SME Development

 FirstName LastNameBin Lu
 Comapany NameHuachen AI Parking Management Technology Holding Co., Ltd
 January 12, 2024 Page 2
 FirstName LastName
Bin Lu
Huachen AI Parking Management Technology Holding Co., Ltd
January 12, 2024
Page 2
Fund in Shanghai TD Manufacturing. Please revise your cover page disclosure to clearly
identify your ownership percentage of each PRC subsidiary. Additionally revise
disclosure on page 24 stating, “Our current PRC subsidiaries are wholly-owned by our
Hong Kong subsidiary,” to reconcile the apparent inconsistency.
3.Please revise to reconcile the apparent inconsistency between disclosure that “We are
required to make filings with the CSRC” and “[T]he Company is currently not required to
obtain permission from any of the PRC federal or local government,” or advise. Conform
disclosures throughout the registration statement as appropriate, for example, and without
limitation, disclosure on page 10 that "We believe that the Company and our subsidiaries
are currently not required to obtain the approval from the CSRC to list on U.S exchanges
or issue securities to foreign investors."
Prospectus Summary, page 1
4.Please revise the overview of your business to provide a clear and specific description of
your operations and products. In this regard, we note disclosure on page 44 that appears to
indicate that you engage in the construction of parking garages, the manufacturing of
structural steel components, and the provision of repair and maintenance services.
Additionally discuss the customers and markets for your products and services.
5.Please balance your disclosure of your strengths with a discussion of your principal
challenges, limitations, or weaknesses in the prospectus summary.
Summary of Risk Factors, page 4
6.In your summary of risk factors, disclose the risks that your corporate structure and being
based in or having the majority of the company’s operations in China poses to investors.
In particular, describe the significant regulatory, liquidity, and enforcement risks with
cross-references to the more detailed discussion of these risks in the prospectus. For
example, specifically discuss risks arising from the legal system in China, including risks
and uncertainties regarding the enforcement of laws and that rules and regulations in
China can change quickly with little advance notice; and the risk that the Chinese
government may intervene or influence your operations at any time, or may exert more
control over offerings conducted overseas and/or foreign investment in China-based
issuers, which could result in a material change in your operations and/or the value of the
securities you are registering for sale. Acknowledge any risks that any actions by the
Chinese government to exert more oversight and control over offerings that are conducted
overseas and/or foreign investment in China-based issuers could significantly limit or
completely hinder your ability to offer or continue to offer securities to investors and
cause the value of such securities to significantly decline or be worthless.

 FirstName LastNameBin Lu
 Comapany NameHuachen AI Parking Management Technology Holding Co., Ltd
 January 12, 2024 Page 3
 FirstName LastName
Bin Lu
Huachen AI Parking Management Technology Holding Co., Ltd
January 12, 2024
Page 3
Risk Factors, page 16
7.Please expand your disclosure in this section to specifically address the material risks
associated with your business and operations, including, without limitation, risks related
to your raw materials, suppliers, manufacturing, customers, and development plans.
8.We note disclosure on page 48 that appears to indicate the Company has no new projects
and relied on bank borrowing to maintain daily operations in 2022. Please add risk factor
disclosure that assesses the related risks to the company and investors.
Regulatory actions, legal proceedings, and customer complaints against us . . . , page 31
9.We note your reference to litigation, regulatory proceedings, and other disputes arising
outside the ordinary course of the business, together with the potential inadequacy of your
reserves for such matters. Please revise your disclosure in an appropriate section of the
registration statement to more fully discuss these matters and related reserves.
If we cannot satisfy, or continue to satisfy, the initial listing requirements and other rules of
Nasdaq Global Market . . . , page 36
10.Please revise your disclosure for consistency with disclosure on your prospectus cover
page and elsewhere that indicates your initial public offering is conditioned upon Nasdaq
approval of listing.
Use of Proceeds, page 39
11.We note that a certain portion of the proceeds received from this offering will be used for
"Acquisition of new parking lot management operations." Please expand to disclose the
identity of such businesses, if known, or, if not known, the nature of the businesses to be
sought, the status of any negotiations with respect to the acquisition, and a brief
description of such business. Refer to Item 504 of Regulation S-K. Additionally revise
your business section to more fully discuss your acquisition plans.
Capitalization, page 40
12.Please revise to include both short and long-term debt, as well as non-controlling interest,
as components of your total capitalization.
Management's Discussion and Analysis of Financial Condition and Results of Operations Key
Performance Indicators
Key Performance Indicators
Revenue, page 44
13.The revenue composition percentages disclosed on page 44 appear inconsistent with the
data presented in the revenue by product category table on page F-12. Please revise your
disclosures as necessary.

 FirstName LastNameBin Lu
 Comapany NameHuachen AI Parking Management Technology Holding Co., Ltd
 January 12, 2024 Page 4
 FirstName LastName
Bin Lu
Huachen AI Parking Management Technology Holding Co., Ltd
January 12, 2024
Page 4
Industry, page 53
14.Please expand this section to more fully describe the industry in which your subsidiaries
operate. Explain the meaning of references to “smart,” “intelligent,” “cubic,” and “three-
dimensional” parking, discussing how this differs from conventional parking. Additionally
explain what is meant by the national network parking program. Discuss the
national standards, certifications, and certificates referenced elsewhere, for example on
pages 4 and 67, providing sufficient information to allow investors to understand their
significance.
Business, page 55
15.Please revise your business section to provide a clear overview of your operations,
products, and services, with sufficient information to allow investors to understand your
business. Additionally disclose, wherever applicable, your suppliers, raw materials,
manufacturing, markets, and customer base.
16.We note your disclosure regarding the development of a cloud-based application for
parking management and maintenance, including a reference to leveraging artificial
intelligence, and of comprehensive new energy vehicle charging facilities, including
innovative solar charging garages. Please expand your disclosure to more fully discuss the
development process, including current status, key milestones, expected timetable, and
material obstacles to overcome. Clearly distinguish your aspirations from your
accomplishments. Additionally clarify the reference to "assimilating advanced parking
equipment technology from abroad."
Structural Steel Components, page 65
17.Please revise your disclosure to clarify whether the components in this section are your
products and to explain whether these products are sold directly to customers and/or are
incorporated into parking garages that your install. Revise the introductory text to the
revenue ratio tables to clearly describe what the percentages represent (for example, the
break-down of structural steel component revenues, or of total revenues). Provide
additional analysis as appropriate to clearly identify your principal products.
Manufacturing Process, page 71
18.Please expand your disclosure surrounding your manufacturing process, including a
description of what components of your products you manufacture in-house, and what
components you rely on third parties to manufacture. Additionally revise your disclosure
of properties on page 71 to discuss your manufacturing facilities, including current
capacity and any plans to expand capacity in connection with future development.

 FirstName LastNameBin Lu
 Comapany NameHuachen AI Parking Management Technology Holding Co., Ltd
 January 12, 2024 Page 5
 FirstName LastName
Bin Lu
Huachen AI Parking Management Technology Holding Co., Ltd
January 12, 2024
Page 5
Regulation, page 76
19.Please revise to include a discussion of the regulations relating to your operations,
including safety, environmental, and permitting requirements. Additionally explain the
regulatory process referenced on page 70, which includes inspections by professional
bodies and acceptance by the Technical Supervision Bureau.
Executive Compensation, page 84
20.Please update your compensation disclosure to reflect the fiscal year ended December 31,
2023.
Related Party Transactions, page 85
21.Please revise to disclose whether you will adopt a policy regarding related party
transactions. If so, additionally disclose the principal provisions of such policy and file it
as an exhibit to your registration statement.
Index to Consolidated Financial Statements, page F-1
22.Please provide updated interim financial statements and related disclosures as required by
Item 8.A.5 of Form 20-F or otherwise tell us how you determined your current
presentation is appropriate.
Notes to Financial Statements
Note 2 - Summary of Significant Accounting Policies
Revenue recognition, page F-11
23.Although you disclose that cubic parking garage revenue is recognized after the garage
project has been completed and successfully accepted by the client, you categorize such
revenue as “goods transferred over time” in the revenue by product category table on page
F-12. Please address the following items:

•More fully describe the nature of the garage projects, including typical
project durations, and clarify whether you recognize cubic parking garage income
over time or at a point in time; and

•Provide us with an analysis that addresses your consideration of recognizing revenue
over time versus at a point in time in accordance with ASC 606-10-25-23 through 25-
30, including your determination of the performance obligations, the transaction
price, the amount allocated to each performance obligation, and any output or input
measures used in recognizing the revenue.

 FirstName LastNameBin Lu
 Comapany NameHuachen AI Parking Management Technology Holding Co., Ltd
 January 12, 2024 Page 6
 FirstName LastName
Bin Lu
Huachen AI Parking Management Technology Holding Co., Ltd
January 12, 2024
Page 6
General
24.The Sample Letters to China-Based Companies seek specific disclosure relating to the risk
that the PRC government may intervene in or influence your operations at any time, or
may exert control over operations of your business, which could result in a material
change in your operations and/or the value of the securities you are registering for
sale. We remind you that, pursuant to federal securities rules, the term “control”
(including the terms “controlling,” “controlled by,” and “under common control with”) as
defined in Securities Act Rule 405 means “the possession, direct or indirect, of the power
to direct or cause the direction of the management and policies of a person, whether
through the ownership of voting securities, by contract, or otherwise.” The Sample Letters
also seek specific disclosures relating to uncertainties regarding the enforcement of laws
and that the rules and regulations in China can change quickly with little advance
notice. We do not believe that your disclosure conveys the same risk. For example, and
without limitation, we note your disclosure that “PRC laws and regulations governing the
current business operations are sometimes vague and uncertain” and “the China regulatory
authority may exercise oversight, and the regulations to which we are subject may
change.” Please revise your cover page, summary, and risk factor disclosure relating to
legal and operational risks associated with operating in China and PRC regulations for
consistency with the Sample Letters.
25.Please revise your filing, as applicable, to provide disclosure related to the direct or
indirect impact that Russia's invasion of Ukraine and the international response have had
or may have on your business. For additional guidance, please see the Division of
Corporation Finance's Sample Letter to Companies Regarding Disclosures Pertaining to
Russia’s Invasion of Ukraine and Related Supply Chain Issues, issued by the staff in May
2022.
26.Please revise or advise as to the applicability of disclosure on page 7 that, “U.S. laws and
regulations . . . may restrict or eliminate our ability to complete a business combination
with certain companies, particularly those acquisition candidates with substantial
operations in China,” references on page 30 to "digital asset base" and "expand
internationally," and the reference on page 37 to "privately negotiated transactions of our
shares that have occurred from time to time prior to our public offering."

 FirstName LastNameBin Lu
 Comapany NameHuachen AI Parking Management Technology Holding Co., Ltd
 January 12, 2024 Page 7
 FirstName LastName
Bin Lu
Huachen AI Parking Management Technology Holding Co., Ltd
January 12, 2024
Page 7
            Please contact SiSi Cheng at 202-551-5004 or Andrew Blume at 202-551-3254 if you
have questions regarding comments on the financial statements and related matters. Please
contact Bradley Ecker at 202-551-4985 or Jennifer Angelini at 202-551-3047 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing