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CORRESP
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        Thomas J. Poletti

        Manatt, Phelps & Phillips, LLP

        Direct Dial: (714) 371-2501

        TPoletti@manatt.com

    February 26, 2025
    Client-Matter: 70244-031

      VIA EDGAR

      U.S. Securities and Exchange Commission
Division
of Corporate Finance
100 F Street, NE

      Washington, D.C. 20549

      Attention: Christine Torney; Lynn Dicker; Tyler Howes; Joshua Gorsky

            Re:

               NeOnc Technologies Holdings, Inc.

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

               Filed January 31, 2025

               File No. 333-284115

      Dear Ms. Christine Torney, Ms. Lynn Dicker, Mr. Tyler Howes and Mr. Joshua Gorsky:

      On behalf of our client, NeOnc Technologies Holdings, Inc. (the “Company”), we hereby
         file Amendment No. 2 to the Company’s Registration Statement on Form S-1 (the “Amendment No. 2”). Amendment No. 2 is filed
         to provide responses to comments (the “Comments”) of the staff (the “Staff”) of the
         Securities and Exchange Commission (the “Commission”) issued in a letter dated February 11, 2025 (the “Staff’s Letter”) relating to the Company’s Amendment No. 1 to Registration Statement on Form S-1 as submitted with the Commission
         on January 31, 2025. In order to facilitate your review, we have responded, on behalf of the Company,
         to each of the Comments set forth in the Staff’s Letter, on a point by point basis. The Comments are set forth below in bold font
         and our response follows each respective Comment. In our response, page number references
         are to Amendment No. 2. Terms used but not defined herein have the respective meanings
         assigned thereto in Amendment No. 2.

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

      General

            1.
            Please tell us whether all of the shares registered for resale in this registration
               statement, including the 624,999 shares to be issued for $16 per share and the 30,000
               shares to be issued to RBW Capital Partners, were issued and outstanding prior to
               January 31, 2025, the date you filed this amendment to the registration statement. If any of
               the shares registered for resale were not outstanding at that time, please remove
               them from the shares registered for resale or tell us why you believe it would be
               appropriate to include them for resale at this time. Refer to Securities Act Sections
               CDIs 134.01 and 139.27.

      Response: In response to the Staff’s comment, we note that all of the shares registered for resale in the Registration Statement, excluding the 624,999 shares to be issued for $16 per share (the “Private Placement Shares”, and the sale of the Private Placement Shares is referred to as the “Private Placement”) and the 30,000 shares to be issued to RBW Capital Partners (the “RBW Shares”), were issued and outstanding prior to January 3, 2025, the date on which the Company first publicly filed its Registration Statement on Form S-1 and January 31, 2025, the date on which the Company filed Amendment No. 1 to Registration Statement on Form S-1.

      The Company is registering the Private Placement Shares pursuant to the Registration Statement; however, the RBW Shares have been removed from registration for resale pursuant to the Registration
         Statement.

Attention: Christine Torney; Lynn Dicker; Tyler Howes; Joshua Gorsky
 Re: NeOnc Technologies Holdings, Inc. Amendment No. 1 to Registration Statement on Form S-1
 February 26, 2025
 Page 2

      With respect to the registration for resale of the Private Placement Shares, we reference
         CD&Is 134.01 and 139.27.

      CD&I 134.01 provides that a “resale registration statement may be filed if securities are privately placed, with
         the closing of the private placement contingent on filing or effectiveness of a resale
         registration statement. At the time of filing the registration statement, the purchasers
         in the private placement must be irrevocably bound to purchase the securities subject
         only to the filing or effectiveness of the registration statement or other conditions
         outside their control, and the purchase price must be established at the time of the
         private placement. The purchase price cannot be contingent on the market price at
         the time of effectiveness of the registration statement.”

      In addition, Securities Act Release No. 8828 as referenced in CD&I 139.27 states “[o]ur view is that, while there are many situations in which the filing of a registration
         statement could serve as a general solicitation or general advertising for a concurrent
         private offering, the filing of a registration statement does not, per se, eliminate
         a company’s ability to conduct a concurrent private offering, whether it is commenced before
         or after the filing of the registration statement. Further, it is our view that the determination as to whether the filing of the registration
         statement should be considered to be a general solicitation or general advertising
         that would affect the availability of the Section 4(2) exemption for such a concurrent unregistered offering should be based on a consideration
         of whether the investors in the private placement were solicited by the registration
         statement or through some other means that would otherwise not foreclose the availability
         of the Section 4(2) exemption. This analysis should not focus exclusively on the nature of the investors, such as
         whether they are ‘qualified institutional buyers’ as defined in Securities Act Rule 144A or institutional accredited investors, or the number of such investors participating
         in the offering; instead, companies and their counsel should analyze whether the offering
         is exempt under Section 4(2) on its own, including whether securities were offered and sold to the private
         placement investors through the means of a general solicitation in the form of the
         registration statement.”

      First, although the Private Placement Shares were not outstanding prior to January 3, 2025, which is the date the Company first publicly filed its Registration Statement on Form S-1, all purchase agreements obligating the purchasers
         to purchase the Private Placement Shares were executed prior to January 3, 2025, with execution dates ranging from October 30, 2024 to December 30, 2024. As noted above, CD&I 134.01 allows for registration shares to be issued to purchasers in a private placement
         if the purchasers are irrevocably bound to purchase the securities subject only to the filing or effectiveness of the registration statement
         or other conditions outside their control, and the purchase price must be established
         at the time of the private placement. The purchase agreements for the Private Placement Shares provide that the closing of the private placement will occur upon the completion of the closing
         conditions set forth in the purchase agreement. The purchase agreements include standard conditions such as (1) the accuracy of the representations and warranties of the Company and the investors, (2) the performance of the obligations, covenants and agreements of the Company and investors, the primary obligation being the filing and effectiveness of the Registration Statement, and (3) the delivery by the Company and investors of the closing deliverables, including the executed purchase agreement, executed share escrow agreement, evidence that the Registration Statement has been cleared for comments by the Commission, a copy of the request for acceleration to be filed by the Company with the Commission, evidence of electronic transfer of the securities purchased by the Investor, and an officer’s certificate. All closing conditions are outside of the investors’ control and the investors cannot voluntarily terminate the purchase agreement. The primary closing condition is the filing and effectiveness of the Registration Statement, and the Company is responsible
         to ensure this closing condition is met. Therefore, the investors are irrevocably bound to purchase the securities subject to the filing and
         effectiveness of the Registration Statement. Moreover, prior to the closing the investors must “deliver, via wire transfer, immediately available funds equal to the Investors aggregate Subscription Amounts set forth on Annex B to the Escrow Account.” The funds were delivered by the Investors immediately after the agreements were countersigned, the funds are currently held in an escrow account and the funds will be immediately released to the Company at closing without any further action by the investors. Since the purchasers of the Private Placement Shares are irrevocably bound to purchase the
         Private Placement Shares, subject only to the effectiveness of the Registration Statement
         and other factors outside of their control, the registration of the Private Placement
         Shares complies with the exception provided in CD&I 134.01. We further note that the purchase price of $16 per Private Placement Share was established at the time the purchase agreements were executed and such purchase price was not contingent on the market price at the time of effectiveness
         of the Registration Statement.

Attention: Christine Torney; Lynn Dicker; Tyler Howes; Joshua Gorsky
 Re: NeOnc Technologies Holdings, Inc. Amendment No. 1 to Registration Statement on Form S-1
 February 26, 2025
 Page 3

      In addition, Section 4(a)(2) of the Securities Act exempts from registration offers and sales by an issuer that do not involve a public offering or distribution. When determining whether an offering is exempt from registration pursuant to Section 4(a)(2), several factors are analyzed. Such factors include (1) the suitability of the investors, (2) the restrictions on transfer of the securities, and (3) the prohibition on general solicitation and general advertising. The suitability of the investors relates to investors’ level of sophistication, knowledge and experience of financial and business matters to evaluate the risks and merits of the proposed offering. Additionally, the securities offered by the issuer must be restricted securities. Lastly, in order for an offering to qualify for the Section 4(a)(2) exemption, neither the issuer, nor anyone acting on the issuer’s behalf can generally solicit or advertise the offering.

      The Company is relying on the Section 4(a)(2) exemption for issuance of the Private Placement Shares. As represented by the investors pursuant to Section 3.02(e) of the purchase agreements, the investors are sophisticated investors who are able to evaluate the risks and merits of their investment in the Private Placement and are able to bear the investment’s economic risk. Additionally, as acknowledged by the investors pursuant to Section 3.02(b) of the purchase agreements, the Private Placement Shares will be issued to the investors at the closing of the Private
         Placement as restricted stock with appropriate restrictive legends. Lastly, neither the Company, nor anyone acting on the Company’s behalf, generally advertised the Private Placement or generally solicited investments. Twelve (12) of the thirteen (13) investors had substantive, pre-existing relationships with the Company prior to investing in the Private Placement, and one investor had a substantive,
         pre-existing relationship with the Company’s placement agent, RBW Capital Partners. Moreover, the solicitation of the Private Placement Shares was conducted consistent with the
         interpretive guidance of Securities Act Release No. 8828 as referenced in CD&I 139.27.
         The availability of the Section 4(a)(2) exemption for a concurrent unregistered offering depends on whether the investors in the private placement were solicited by the registration
         statement. As noted above, the purchase agreements were executed prior to January 3, 2025, and therefore, the investors were not, and could not have been, solicited
         by the Registration Statement relating to the registered resale offering (“Resale Offering”) to participate in the Private Placement, nor were any of such persons provided copies or access to any of the confidential
         submissions prior to the public filing of the Registration Statement.

      As described above, the Private Placement complies with the guidance provided in CD&I
         134.01 and CD&I 139.27. Therefore, the Private Placement Shares should be permitted
         to be registered for resale on the Registration Statement.

            2.
            To the extent you continue to include the 624,999 shares to be issued for $16 per
               share, tell us what exemption from registration you are relying on with respect to
               that issuance and provide your analysis as to why that private placement should not
               be integrated with the registered resale offering. Refer to Securities Act Rule 152 and Securities Act Sections CDI 139.25.

      Response: In response to the Staff’s comment, as described in the Company’s response to the Staff’s comment 1 above, we note that the Company is relying on the Section 4(a)(2) exemption for issuance of the Private Placement Shares.

With respect to the Staff’s comment on integration, the integration doctrine provides an analytical framework for determining whether multiple
         securities transactions should be considered part of the same offering. “If the safe harbors in Rule 152(b) do not apply, in determining whether two or more offerings are to be treated
         as one for the purpose of registration or qualifying for an exemption from registration
         under the Securities Act, offers and sales will not be integrated if, based on the
         particular facts and circumstances, the issuer can establish that each offering either
         complies with the registration requirements of the Securities Act, or that an exemption
         from registration is available for the particular offering.”1

 1 SEC, Facilitating Capital Formation and Expanding Investment
Opportunities by Improving Access to Capital in Private Markets, Rel. No. 33-10884 (Nov. 2, 2020).

Attention: Christine Torney; Lynn Dicker; Tyler Howes; Joshua Gorsky
 Re: NeOnc Technologies Holdings, Inc. Amendment No. 1 to Registration Statement on Form S-1
 February 26, 2025
 Page 4

      In addition, CD&I 139.25 provides that “[i]f the investors in the private offering become interested in the private offering
         by means of the registration statement, then the registration statement will have
         served as a general solicitation for the securities being offered privately and Section 4(2) would not be available. On the other hand, if the investors in the private offering
         become interested in the private offering through some means other than the registration
         statement – for example, there is a substantive, pre-existing relationship between
         the investors and the company – then the registration statement would not have served
         as a general solicitation for the private offering and Section 4(2) would be available, assuming the offering is otherwise consistent with the exemption. Hence, there would be no integration of the private offering with the public offering.”

      We respectfully believe that the Private Placement should not be integrated with Resale Offering. As noted above, offers and sales will not be integrated if, based on the particular facts and circumstances,
         the issuer can establish that each offering either complies wit