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CORRESP
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Transit
Pro Tech Inc.

100
N. Barranca, Street, Suite 460

Covina,
California 91791

July
1, 2024

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Technology

Washington,
D.C. 20549

Attn: Marion
Graham

 Re: Transit
Pro Tech Inc.

Registration
Statement on Form 10-12G

Filed
July 1, 2024

April
4, 2024

File
No. 000-56650

Ladies
and Gentleman:

Concurrently
with this letter Transit Pro Tech Inc. (the “Company”) is filing a Registration Statement on Form 10-12G (the “New
Registration Statement”). To assist the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the
“Commission”) in its review of the New Registration Statement, the Company is providing the information provided below
in response to the comment letter received from the Staff on May 2, 2024, relating to the Registration Statement on Form 10-12G
(File No. 000-56650) which was previously withdrawn by the Company.

For
the Staff’s convenience, we have repeated below the Staff’s comments in bold and have followed each comment with the
Company’s response. Disclosure changes made in response to the Staff’s comments have been made in the New Registration
Statement which is being submitted contemporaneously with the submission of this letter.

Amendment
No. 1

Business,
page 4

 1. Please
                                         clearly identify the relevant geographic markets in which you and your subsidiaries intend
                                         to operate. Refer to Item 101(h)(4)(i) of Regulation S-K.

Additional
disclosure has been added under the subheadings “Business Objectives” and “Sales and Marketing” under
Item 1 emphasizing that it is the Company’s plan to seek to enter the market for its products and services in the United
States and Canada. Nevertheless, disclosure has been added under the subheading “Our Corporate Structure” under Item
1 to the effect that currently the Company relies upon personnel in China for product development and has entered into a License
Agreement with a Chinese entity and received a loan from a US subsidiary of that Chinese entity. This disclosure is presented
graphically in the organizational chart which has also been added under the subheading “Our Corporate Structure.”

 2. We
                                         note that the company’s business plans include operations in China. Please revise
                                         to provide a more complete discussion regarding the need for Chinese government approval
                                         of your principal products and services. To the extent you have not yet received such
                                         approval, discuss the status of the approval within the government approval process.
                                         We note at the bottom of page 5 that Transit Pro Tech Inc. does “not intend to abandon
                                         the Chinese railway market.” Refer to Item 101(h)(4)(viii) of Regulation S-K for
                                         guidance.

Disclosure
has been added at the bottom of page 5 regarding certain qualifications that a company must meet before it will be able to participate
in the railway safety market in China. In addition, under the subheading “PRC Government Regulations – Foreign Investment
in Businesses Providing Services to the Railway Industry” we note that the railway industry is on the “negative list”
and, consequently, a foreign owned enterprise may not participate in the industry. We have also included a risk factor “Substantial
uncertainties exist with respect to the interpretation of the newly enacted PRC Foreign Investment Law and how it may impact the
viability of our corporate structure, corporate governance and business operations and financial results” (page 21)
wherein we have stated that although we believe that Beyebe is not a foreign owned enterprise, and that our License and the overlap
in our shareholdings will not prevent Beyebe from participating in the railway industry, there is no assurance it will be able
to do so.

Business,
page 5

 3. We
                                         note that Messrs. Du and Xie are involved in Shenzhen Beyebe Internet Technology Co.
                                         Limited, which is identified as a distributor of over 1,000 products in China. Please
                                         revise to clearly disclose the place of incorporation of Shenzhen Beyebe Internet Technology
                                         Co. Limited, the product market in which it operates, a more complete discussion regarding
                                         Messrs. Du and Xie’s involvement with the company, including whether one or both maintains
                                         voting or operational control of the company, and revise your risk factor disclosure
                                         to provide a more robust discussion regarding the potential conflict of interest. In
                                         addition, since the agreements were not negotiated on an arms length basis, please provide
                                         a more complete disclosure regarding the fact that the terms of the agreements may not
                                         be as beneficial to the company as if they had been negotiated at arm’s length.

The
requested disclosure has been added under the subheading “Our Corporate Structure” under Item. 1; in the risk factor
entitled “Conflicts of Interest” and under the subheading “Related Party Transactions” under Item 7.

Employees,
page 7

 4. We
                                         note that you have 10 full-time employees and that many operate remotely. Please revise
                                         to clarify whether your employees are located in the United States. To the extent they
                                         are not, revise to discuss the geographic location of your employees or tell us why it
                                         is not material.

The
requested disclosure has been added under the subheading “Employees.” Additional disclosure indicating that the Company
engages individuals based in China has been added under the subheading “Business Overview” in Item. 2.

Plan
of Operation, page 19

 5. Revise
                                         to identify and discuss the current status of negotiations with the “strategic customer”
                                         for which you are conducting pilot research and developing the first batch of 30 key
                                         phase points. Please reconcile this information with the information on page 9 which
                                         provides that the company has “not yet . . . attracted any customers.”

The
discussion on page 36 has been updated and the reference to the “customer” has been revised to indicate that the entity
is a “strategic partner.”

 6. Your
                                         disclosure provides that the company was formed “for the purpose of marketing [y]our
                                         products primarily to railway operators in the United States and other countries outside
                                         of China.” However, it appears that your principal operations will take place in
                                         China as your sole material agreement is with a Chinese operating company that has been
                                         granted the right “to market and distribute in mainland China products incorporating
                                         [y]our technologies.” Please reconcile this apparent inconsistency.

Language
has been added under the subheading “Sales and Marketing” in Item 1 disclosing that it is the intent of management
to seek to penetrate the market for railway safety software in the United States and Canada. For that reason, it is attending
trade shows and conferences, seeking to engage individuals, filing its patent applications and soliciting customers in the United
States. The apparent inconsistency results from the fact that most members of management have recently moved from China to the
United States, are familiar with the market for railway safety in China and are just now developing contacts in the United States,
which caused them to employ software engineers in China known to them to commence development of their products. Nevertheless,
the primary goal is to distribute these products outside of China and, as stated in the New Registration Statement, Transit Pro
Delaware will not devote funds to marketing efforts in China. To the extent there is an inconsistency, it is made apparent in
the disclosure and the risks, including the conflicts of interest and those resulting from actions the Chinese government might
take due to the backgrounds of management and the continued interactions in China are disclosed.

Security
Ownership of Certain Beneficial Owners and Management, page 24

 7. Given
                                         the substantial voting power of class B shares, please revise your beneficial ownership
                                         table to add a column disclosing the aggregate voting power held by each person listed
                                         in the table.

The
suggested columns have been added.

Directors
and Executive Officers, page 25

 8. Please
                                         describe the business experience during the past five years of each director and executive
                                         officer, including: each person’s principal occupations and employment during the past
                                         five years; the name and principal business of any corporation or other organization
                                         in which such occupations and employment were carried on; and whether such corporation
                                         or organization is a parent, subsidiary or other affiliate of the Company. In addition,
                                         for each director or person nominated or chosen to become a director, briefly discuss
                                         the specific experience, qualifications, attributes or skills that led to the conclusion
                                         that the person should serve as a director for the Company. Refer to Item 401 of Regulation
                                         S-K.

Additional
disclosure has been added to the biographies of the directors and officers with respect to their backgrounds. The only entity
with which any of the members of management were engaged which are affiliates of the registrant are Shenzhen Beyebe Internet Technology
Co., Limited (“Beyebe”) and its subsidiary Beyebe AI. The only members of management of the registrant which were
affiliated with Beyebe are Messrs. Du and Xie. The affiliation between the registrant and Beyebe and Beyene AI is disclosed.

Related
Party Transactions, page 27

 9. We
                                         note that you have entered into various agreements and transactions with Beyebe Technology
                                         AI and Shenzhen Beyebe Internet Technology Co. Limited. Please revise to more clearly
                                         discuss the relationship between these entities. In addition, consider revising here
                                         or elsewhere as appropriate provide an organizational chart that clarifies the ownership
                                         structure, country of incorporation and common control for each of these entities.

The
relationships between the registrant, Shenzhen Beyebe Internet Technology Co. Limited and its subsidiary, Beyebe Technology AI
have been disclosed in this section and an organizational chart referencing the Loan and License Agreement has been added under
Item 1.

 10. Please
                                         revise your disclosure regarding related party transactions to provide information pursuant
                                         to the threshold set in Item 404(d)(1) of Regulation S-K applicable to smaller reporting
                                         companies, where the amount involved exceeds the lesser of $120,000 or one percent of
                                         the average of the smaller reporting company’s total assets at year end for the last
                                         two completed fiscal years.

Language
has been added to clarify that related party transactions disclosed are those where the amount involved exceeds the lesser of
$120,000 or one percent of the average of the registrant’s total assets at year-end for the last two completed fiscal years
and all relevant transaction have been disclosed.

General

 11. Please
                                         revise your disclosure where appropriate to identify each director and officer residing
                                         outside the United States and provide their place of residence. To the extent any of
                                         your officers or directors are in Hong Kong or China, please add a separately captioned
                                         enforceability of civil liabilities section, addressing:

 ● an
                                         investor’s ability to effect service of process within the United States on directors
                                         and officers in China or Hong Kong;

 ● an
                                         investor’s ability to enforce judgments obtained in U.S. courts against such directors
                                         and officers based on the civil liability provisions of the U.S. federal securities laws;
                                         an investor’s ability to enforce in China or Hong Kong judgments of U.S. courts based
                                         on the civil liability provisions of the U.S. federal securities laws; and

 ● an
                                         investor’s ability to bring an original action in a court in China or Hong Kong to enforce
                                         liabilities against directors and officers based on the U.S. federal securities laws.

 ● If
                                         your disclosure is based on an opinion of counsel, name counsel in the prospectus and
                                         file as an exhibit counsel’s consent to be named and the use of its opinion.

Disclosure
has been added in Item 5 stating that all members of management other than Mr. Xie resides in the United States. Risk factors
captioned “Our Chief Financial Officer resides outside of the United States and all of our officers and directors previously
resided in China and could choose to move back to China. Therefore, investors may not be able to enforce federal securities laws
or their other legal rights against those officers and directors” and “You may have difficulty in enforcing
foreign judgements in China against us or our management” have been added disclosing difficulties that may be encountered
in seeking to commence an action or enforce a judgement resulting from an action commenced in the United States against any of
the registrant’s officers and directors,

We
thank the Staff for its review of this response. Should you have any questions or require any additional information, please do
not hesitate to contact our legal counsel, Vincent McGill Ellenoff Grossman & Schole LLP, at vmcgill@egsllp.com or by telephone
at (516) 220-6569.

    Very truly yours,

    Transit Pro Tech Inc.

    By:
    /s/
    Weihong Du

    Name:
    Weihong Du

    Title:
    Chief Executive Officer

cc:
Ellenoff Grossman & Schole