SecProbe.io

CORRESP
1
filename1.htm

    E:
    Lou@bevilacquapllc.com

    T:
    202.869.0888

    W:
    bevilacquapllc.com

November
22, 2024

VIA
EDGAR

U.S.
Securities and Exchange Commission

100
F Street, NE

Washington,
D.C. 20549

Attn:
Michael Purcell, Laura Nicholson, Brian McAllister and Shannon Buskirk

    Re:
    Toppoint
    Holdings Inc.

Amendment
No. 3 to Registration Statement on Form S-1

Filed
November 15, 2024

File
No. 333-281474

Ladies
and Gentlemen:

We
hereby submit the responses of Toppoint Holdings Inc. (the “Company”) to the comments of the staff (the “Staff”)
of the U.S. Securities and Exchange Commission set forth in the Staff’s letter, dated November 21, 2024, providing the Staff’s
comments with respect to the Company’s Amendment No. 3 to Registration Statement on Form S-1. Concurrently with the submission
of this letter, the Company is filing the Amendment No. 4 to Registration Statement on Form S-1 via EDGAR with the Commission.

For
the convenience of the Staff, each of the Staff’s comments is included followed by the corresponding response of the Company. Unless
the context indicates otherwise, references in this letter to “we,” “us” and “our” refer to the Company
on a consolidated basis.

Amendment
No. 3 to Registration Statement on Form S-1

Risk
Factors, page 10

    1.
    Please
    revise your filing to disclose the exclusive forum provision included in Section 8.10 of your Bylaws. Clearly describe the provision,
    including the relevant forum for litigation, any risks or other impacts on investors, its applicability to federal securities law
    claims, and address any uncertainty about enforceability.

Response:
In response to the Staff’s comment, we respectfully advise the Staff that we have revised our registration statement to disclose
the exclusive forum provision included in Section 8.10 of our bylaws, including:

 ● We
                                            amended the “Risk Factors” section to add a new risk factor: “Section
                                            8.10 of our bylaws provides that the Eighth Judicial District Court of Clark County, Nevada
                                            shall, to the fullest extent permitted by law, be the exclusive forum for substantially all
                                            disputes between us and our stockholders, which could limit our stockholders’ ability
                                            to obtain a favorable judicial forum for disputes with us or our directors, officers or employees”
                                            on page 28; and

 ● We
                                            amended the “Description of Securities” section to add a new heading titled “Forum
                                            Selection” on page 72.

    PG.
    2

    November 22, 2024

If
you would like to discuss any of the responses to the Staff’s comments or if you would like to discuss any other matters, please
contact Louis A. Bevilacqua of Bevilacqua PLLC at (202) 869-0888 (ext. 100) or Hok C Chan, Chief Executive Officer of Toppoint Holdings
Inc. at (551) 866-1320.

    Sincerely,

    /s/
    Louis A. Bevilacqua, Esq.

    Louis
    A. Bevilacqua, Esq.

    Bevilacqua
    PLLC

    cc:
    Hok
    C Chan, Toppoint Holdings Inc.