SecProbe.io

June 11, 2025
Dao Chung Cheung
Chief Executive Officer and Director
Sonic Lighting, Inc.
19385 E. Walnut Drive North
City of Industry, CA 91748
Re:Sonic Lighting, Inc.
Draft Registration Statement on Form S-1
Submitted May 15, 2025
CIK No. 0002068074
Dear Dao Chung Cheung:
            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 S-1
Cover Page
1.Please revise your cover page to disclose what percentage of the controlling
stockholders' voting power will stem from the Series A Preferred Stock.
Corporate History and Structure, page 1
2.Please revise your corporate diagram to more clearly state the holdings of each of the
stockholders and include both Common and Series A Preferred Stock. In this regard,
we note your disclosure in that diagram that each of the founders holds "25% and [ ]%
of common stock...." Please clarify whether the 25% held by each of the founders is
Common Stock or Series A Preferred Stock.

June 11, 2025
Page 2
Prospectus Summary
Our Business, page 1
3.Please elaborate on what distinguishes your automotive solutions as "superior" to your
market competitors.
Risk Factors
Risks Related to Our Common Stock and this Offering
Our corporate actions will be substantially controlled by our Controlling Shareholder, Kit
Wong..., page 17
4.Please revise your disclosure here and throughout the registration statement to clarify
and consistently present the identity or identities of the controlling stockholder(s). For
example, you state here that you have one controlling stockholder named Kit Wong,
yet you state on pages ii and 72 that you have four controlling stockholders, none of
whom are named Kit Wong. On your cover page, you only identify three controlling
stockholders, and on page 72 you state that there are four holders of record for your
Common Stock and one holder of record for your Series A Preferred Stock.
5.Revise this risk factor to disclose the percentage of outstanding shares that the
controlling stockholders must keep to continue to control the outcome of matters
submitted to stockholders for approval and that future issuances of Series A Preferred
Stock may be dilutive to holders of Common Stock.
Business
Agency Sales Operations and Fulfilment Service, page 53
6.Please briefly summarize the terms of your agency agreements with third-party
manufacturers, such as the general commission rates you receive.
Customers, page 57
7.We note your disclosure that your top five customers generated 64% of your sales
revenue in 2024. Please summarize the general terms of your agreements with these
customers and, to the extent any individual agreement with a customer is material,
describe the material terms of that agreement and file it as an exhibit to the
registration statement. See Item 601(b)(10) of Regulation S-K.
Management
Other Corporate Governance Matters, page 68
8.We note your disclosure here that you are a foreign private issuer and therefore are
not subject to certain reporting obligations. As it appears you are not a foreign private
issuer, please remove this disclosure.
Related Party Transactions, page 70
9.Revise this section to clarify that it includes all related party transactions since the
beginning of the company's last two fiscal years. Refer to Instruction 2 to Item 404(d)
of Regulation S-K.

June 11, 2025
Page 3
Index to Consolidated Financial Statements
Note 3. Summary of Significant Accounting Policies
Agency income, page F-11
10.We note from your disclosure that you collect your accounts receivable from agency
income monthly. This appears to be inconsistent with the disclosure on page 53 which
states that you handle customer service and logistics for agency sales and you remit
the proceeds of the sale to suppliers net of the commission you earned from the
transaction. Please clarify or revise.
            Please contact Aamira Chaudhry at 202-551-3389 or Angela Lumley at 202-551-3398
if you have questions regarding comments on the financial statements and related
matters. Please contact Alyssa Wall at 202-551-8106 or Taylor Beech at 202-551-4515 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Mengyi “Jason” Ye