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March 5, 2024
Xiaozhong Lin
Chief Executive Officer
MaxsMaking Inc.
Room 903, Building 2, Kangjian Business Plaza
No. 1288 Zhennan Road
Putuo District, Shanghai, China, 200331
Re:MaxsMaking Inc.
Draft Registration Statement on Form F-1
Submitted February 7, 2024
CIK No. 0002008007
Dear Xiaozhong Lin:
            We have reviewed your draft registration statement and have the following comment(s).
            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 February 7, 2024
Cover Page
1.Clearly disclose how you will refer to the holding company, subsidiaries, and other
entities 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. Refrain from using terms such as “we” or “our” when
describing activities or functions of a subsidiary or other entity. Disclose clearly the entity
(including the domicile) in which investors are purchasing an interest.
Risks Related to Doing Business in China, page 6
2.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

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MaxsMaking Inc.
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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.
Risk Factors, page 18
3.Given the Chinese government’s significant oversight and discretion over the conduct and
operations of your business, please revise to describe any material impact that
intervention, influence, or control by the Chinese government has or may have on your
business or on the value of your securities. Highlight separately the risk that the Chinese
government may intervene or influence your operations at any time, which could result in
a material change in your operations and/or the value of your securities. Also, given recent
statements by the Chinese government indicating an intent to exert more oversight and
control over offerings that are conducted overseas and/or foreign investment in China-
based issuers, acknowledge the risk that any such action 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. We remind you
that, pursuant to federal securities rules, the term “control” (including the terms
“controlling,” “controlled by,” and “under common control with”) 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.”
Our leased property interests and title to certain land and buildings we own may be defective...,
page 33
4.We note your disclosure that "our lease contract may be deemed invalid because the lessor
does not have the legal title certificate." Please update your disclosure to identify actions
planned or taken, if any, to mitigate this risk.

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Xiaozhong Lin
MaxsMaking Inc.
March 5, 2024
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We depend on a few major customers..., page 36
5.We note your disclosure that "[f]our major customers, each accounting for more than 10%
of our total revenue individually, contributed to an aggregate of 27.28% of our revenue for
the fiscal year ended October 31, 2023." Please revise or clarify.
Our business is sensitive to economic conditions..., page 37
6.We note your disclosure stating that your business is sensitive to economic conditions,
including inflation. We also note your disclosure on page 70 stating that the decrease in
revenue during your most recent fiscal year is attributed to, among other factors,
inflation. Please update this risk factor if recent inflationary pressures have materially
impacted your operations. In this regard, identify the types of inflationary pressures you
are facing and how your business has been affected. In addition, identify actions planned
or taken, if any, to mitigate inflationary pressures.
Use of Proceeds, page 58
7.We note that you intend to use the proceeds from this offering, among other purposes, for
the construction of production facilities and expansion of your scale of production through
upgrades and purchases of new production equipment. If the proceeds are being used
directly or indirectly to acquire assets, other than in the ordinary course of business,
briefly describe the assets and their cost. If the assets will be acquired from affiliates of
the company or their associates, disclose the persons from whom they will be acquired
and how the cost to the company will be determined. Refer to Item 3.C. of Form 20-F.
Our ability to effectively manage our supply chain, page 69
8.We note your disclosure that "global lockdowns and transport restrictions caused
disruptions in supply chain and logistics during the fiscal year ended October 31, 2023,
which adversely affected our raw material procurement and product sales." Specify
whether these challenges have materially impacted your results of operations or capital
resources and quantify, to the extent possible, how your sales, profits, and/or liquidity
have been impacted.
            Please contact Heather Clark at 202-551-3624 or Hugh West at 202-551-3872 if you have
questions regarding comments on the financial statements and related matters. Please contact
Eranga Dias at 202-551-8107 or Evan Ewing at 202-551-5920 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing