SecProbe.io

CORRESP
 1
 filename1.htm

 CDT Environmental Technology Investment Holdings
Limited

 C1, 4th Floor, Building 1, Financial Base,
No. 8 Kefa Road

 Nanshan District, Shenzhen, China 518057

 86-0755-86667996

 March 6, 2026

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Energy & Transportation

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention:
 Timothy S. Levenberg

 RE:
 CDT Environmental Technology Investment Holdings Limited

 Registration Statement on Form F-1
 Filed March 4, 2026

 File No. 333-293986

 Ladies and Gentlemen:

 In connection with the above-referenced
Registration Statement, and pursuant to Rule 461 of the General Rules and Regulations of the Securities and Exchange Commission under
the Securities Act of 1933, as amended, CDT Environmental Technology Investment Holdings Limited hereby requests acceleration of effectiveness
of the above-referenced Registration Statement so that it will be declared effective at 9:00 a.m., Eastern Time, on March 10, 2026, or
as soon as practicable thereafter.

 Very truly yours,

 CDT Environmental Technology Investment
 Holdings Limited

 By:
 /s/
 Yunwu Li

 Name:
 Yunwu Li

 Title:
 Chief Executive Officer and Chairman of the Board of
 Directors

 cc:
 Clayton E. Parker, Esq.

 K&L Gates LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 February 23, 2026

Yunwu Li
Chief Executive Officer and Chairman of the Board of Directors
CDT Environmental Technology Investment Holdings Limited
C1, 4th Floor, Building 1, Financial Base, No. 8 Kefa Road
Nanshan District, Shenzhen, China 518057

 Re: CDT Environmental Technology Investment Holdings Limited
 Draft Registration Statement on Form F-1
 Filed February 13, 2026
 CIK No. 0001793895
Dear Yunwu Li:

 This is to advise you that we do not intend to review your registration
statement.

 We request that you publicly file your registration statement and
non-public draft
submission on EDGAR at least two business days prior to the requested effective
date and time.
Please refer to Rules 460 and 461 regarding requests for acceleration. We
remind you that the
company and its management are responsible for the accuracy and adequacy of
their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Please contact Timothy S. Levenberg at 202-551-3707 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Energy &
Transportation
cc: Clayton E. Parker, Esq., of K&L Gates LLP
</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 September 10, 2025

Yunwu Li
Chief Executive Officer
CDT Environmental Technology Investment Holdings Limited
C1, 4th Floor, Building 1, Financial Base, No. 8 Kefa Road
Nanshan District, Shenzhen, China 518057

 Re: CDT Environmental Technology Investment Holdings Limited
 Form 20-F for the Fiscal Year ended December 31, 2024
 Filed May 15, 2025
 File No. 001-42007
Dear Yunwu Li:

 We have completed our review of your filing. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Energy &
Transportation
cc: Clayton Parker
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 September 9, 2025

 VIA EDGAR

 U.S. Securities and Exchange
Commission

 Division of Corporation
Finance

 100 F. Street, N.E.

 Washington, D.C. 20549

 Attn:
 Yolanda
 Guobadia

 Robert
 Babula

 Re:
 CDT
 Environmental Technology Investment Holdings Limited

 Form
 20-F for the Fiscal Year ended December 31, 2024

 Filed
 May 15, 2025

 File
 No. 001-42007

 Ladies and Gentlemen:

 CDT Environmental Technology Investment
Holdings Limited (the " Company ") hereby provides the following information in response to the comments received from
the staff (the " Staff ") of the U.S. Securities and Exchange Commission (the " Commission ") on July
29, 2025 with respect to the above-referenced filing. The Company is filing Amendment No. 1 to the Form 20-F for the fiscal
year ended December 31, 2024 (the " Amended 2024 Form 20-F ") to respond to comments 1 and 4 received from
the Staff. For ease of the Staff's review of the response letter, the Company's responses to comments 2 and 3 are repeated
from the response letter previously submitted to the Staff on August 26, 2025.

 All page number references contained
in the Company's response below correspond to the page numbers in the Annual Report. Any capitalized terms used herein but not defined
herein shall have the meanings given to them in the Annual Report.

 Form 20-F for the Fiscal Year ended December
31, 2024

 Financial Statements

 Report of Independent Registered Public Accounting
Firm, page F-2

 1.
 We note that the audit report on page F-2 indicates the audits were conducted in accordance with the standards of the PCAOB though also in accordance with auditing standards generally accepted in the United States of America.

 Please discuss this language with Enrome
LLP, as the reference to auditing standards generally accepted in the United States of America is no longer appropriate or necessary.
This was addressed in our Commission Guidance Regarding the Public Company Accounting Oversight Board's Auditing and Related Professional
Practice Standard No. 1 (Release Nos. 33-8422; 34-49708; FR-73), effective May 14, 2004.

 Please obtain and file a revised audit
opinion from the auditor that adheres to the guidance in PCAOB Auditing Standard 3101, including paragraph 09(c).

 Company Response : The Company acknowledges the Staff's comment and respectfully advises
the Staff that a revised audit opinion with the inadvertent reference to auditing standards generally accepted in the United States of
America removed has been filed with the Amended 2024 Form
20-F.

 Note 4 - Accounts receivable, net, page F-21

 2.
 We note your comparison of "days sales outstanding" on page 68, indicating an increase to 455 for 2024, from 262 in 2023, and details regarding the allowance for credit losses on page F-11, indicating an increase to $9.3 million at the end of 2024 from about $3.0 million a year earlier. We also note that your allowance is about 31% of 2024 revenues of $29.8 million, and that you have disclosure on page 67 explaining that a $23.1 million increase in accounts receivable during 2024 was "primarily due to a longer collection cycle" which you attribute to "delays in the government billing approval process" resulting from economic downturn in the PRC.

 Please provide us with further details
regarding the activity reflected in the accounts receivable balance reported on page F-3, showing an increase of 55% compared to the end
of the prior year, and resulting in a balance that is 152% of total revenues for the year. For example, clarify the extent of any material
concentrations related to specific customers or groups of customers and describe any irregularity in the pattern of accumulating balances
over the course of the year. Also provide us with an accounts receivable aging schedule as of December 31, 2024, delineated between the
government and non-government customers.

 Company Response : The Company respectfully
acknowledges the Staff's comment and provides the following explanation. The 55% increase in accounts receivable as of December
31, 2024, compared to the prior year, was primarily attributable to progress billings on sewage treatment system projects. As noted, revenues
from these projects are recognized over time using the input method (cost-to-cost measure of progress), while accounts receivable are
recorded when the billing milestones are met, and the Company has an unconditional right to payment. Accordingly, the increase in accounts
receivable reflects the billing activity under contractual terms rather than increase in revenue.

 The increase in accounts receivable was primarily
attributable to balances from the following six customers as of December 31, 2024 with balances over 5% of our total accounts receivables.
Delays in collection were mainly the result of administrative processing by the local government; however, the Company continues to work
diligently with the relevant authorities to facilitate timely collection. The Company has also provided below the details of amounts collected
to date, the status of remaining balances, and management's expectations regarding their collectability of these six customers.
Exhibit 1 attached to this response letter contains an accounts receivable aging schedule as of December 31, 2024, delineated between
the government and non-government customers and categorized by aging buckets.

 ●
 Long
 Yuan Construction Group Co., Ltd ("Long Yuan")

 The
accounts receivable balance from Long Yuan, a government affiliated customer, was approximately $13.6 million and $4.0 million as of
December 31, 2024 and 2023, representing 25.0% and 12.3% of total accounts receivable, respectively. The related revenue was derived
from Project Lianjiang. As of August 25, 2025, the Company had collected approximately $0.7 million of the December 31, 2024 balance
from Long Yuan and expects to collect the remaining balance by December 2026.

 ●
 Shenzhen
 Bell Eco-environment Technology Co., Ltd ("Bell")

 The
accounts receivable balance from Bell, a government affiliated customer, was approximately $8.9 million and $2.5 million as of December
31, 2024 and 2023, representing 16.3% and 7.8% of total accounts receivable, respectively. The related revenue was derived from Project
Zhongshan. As of August 25, 2025, the Company had collected approximately $0.56 million of the December 31, 2024 balance from Bell and
expects to collect the remaining balance by December 2026.

 ●
 Fujian
 Provincial Construction Research & Engineering Consulting Co., Ltd ("Fujian")

 The
accounts receivable balance from Fujian, a government affiliated customer, was approximately $7.8 million and $0.5 million as of December
31, 2024 and 2023, representing 14.3% and 1.7% of total accounts receivable, respectively. The related revenue was derived from Project
Jianyang. As of August 25, 2025, the Company had collected approximately $1.0 million of the December 31, 2024 balance from Fujian and
expects to collect the remaining balance by December 2026.

 ●
 China
 Construction Eighth Engineering Division Corp., Ltd. ("China Construction")

 The
accounts receivable balance from China Construction, a government affiliated customer, was approximately $7.1 million and $2.4 million
as of December 31, 2024 and 2023, representing 13.1% and 7.4% of total accounts receivable, respectively. The related revenue was derived
from Project Wuyishan. As of August 25, 2025, the Company had collected approximately $0.2 million of the December 31, 2024 balance from
China Construction and expects to collect the remaining balance by December 2026.

 ●
 CCCC
 SHANGHAI DREDGING CO., LTD. ("CCCC Shanghai")

 The
accounts receivable balance from CCCC Shanghai, a government affiliated customer, was approximately $4.8 million and $2.7 million as
of December 31, 2024 and 2023, representing 8.8% and 8.4% of total accounts receivable, respectively. The related revenue was derived
from Project Guankou. As of August 25, 2025, the Company had collected approximately $0.7 million of the December 31, 2024 balance from
CCCC Shanghai and expects to collect the remaining balance by June 2026.

 ●
 Guangdong
 Wange Construction Engineering Co., Ltd. ("Guangdong Wange")

 The accounts receivable balance from Guangdong
Wange, a government affiliated customer, was approximately $4.6 million and $0 as of December 31, 2024 and 2023, representing 8.4% and
0% of total accounts receivable, respectively. The related revenue was derived from two Project- Xinjiang and Sichuan Anya. As of August
25, 2025, the Company had collected approximately $0.7 million of the December 31, 2024 balance from Guangdong Wange and expects to collect
the remaining balance by November 2026.

 As of August 25, 2025, the Company had collected
an aggregate total of approximately $4.92 million of the accounts receivable balance outstanding as of December 31, 2024. Of this amount,
approximately $3.86 million was collected from the six customers discussed above, while the remaining approximately $1.06 million was
collected from various smaller customers. The Company has engaged in intensive communications with its local government customers regarding
the collection process. During these discussions, customers have indicated that the government began implementing measures to address
local government debt issues at the beginning of this year and have committed to improved payment schedules going forward with specific
payment plans provided to the Company.

 The improvement in collections is reflected
in our recent performance. While the Company collected approximately $1.9 million during the first half of 2025 (January through June),
collections accelerated significantly to approximately $3.0 million during July and August 25, 2025, demonstrating the effectiveness of
the government's debt resolution initiatives and validating our customers' payment commitments.

 Based on these intensive communications,
the demonstrated improvement in collection patterns, and the specific payment schedules provided by our customers, the Company believes
the customer payment plans are credible and expects to collect the remaining balance of the December 31, 2024 accounts receivable on or
before December 31, 2026.

 Please explain to us how you applied FASB
ASC 606-10, subparagraphs 25-1(e), 55- 3A through 55-3C, and 25-5 through 25-7, in assessing the probability that you would collect substantially
all of the consideration to which you were entitled under the contracts with customers, in determining that all criteria for initial
recognition had been met, and if this can be shown, also explain how you considered the delays in collection in concluding that year-end
balances were recoverable.

 Company Response : In connection with
Staff's comment regarding how the Company applied ASC 606-10-25-1(e), 55-3A through 55-3C, and 25-5 through 25-7 in assessing the
probability that the Company would collect substantially all of the consideration to which the Company was entitled under the contracts
with customers, the Company provides the following explanation.

 ●
 Assessment of Collectability (ASC 606-10-25-1(e) and 55-3A through 55-3C)

At inception, the Company evaluated whether it was probable that it would collect substantially all of the consideration to which it would
be entitled in exchange for the goods and services to be transferred. Consistent with ASC 606-10-55-3A through 55-3C, this assessment
was partly forward-looking and considered the ability and intention of the customers to pay. The Company concluded that this criterion
was met mainly due to the following:

 o
 The
 customers are government-affiliated entities with strong financial capacity;

 o
 Contractual
 payment terms are milestone-based, which is based on the progress of the construction, which reduces exposure to credit risk; and

 o
 The
 Company retains customary rights to withhold further performance until payments are received.

 ●
 Reassessment
 Considerations (ASC 606-10-25-5 through 25-7)

 In accordance with ASC 606-10-25-5, the
Company does not reassess the contract criteria unless there is a significant change in facts and circumstances, such as a deterioration
in a customer's ability to pay. The Company has not identified any such significant change. Rather, delays in payment are primarily
due to administrative processing common in government contracts, not to a change in customers' ability or intention to pay.

 ASC 606-10-25-6 and 25-7 address situations
in which a contract does not meet the 25-1 criteria at inception. Since the Company determined that all criteria, including collectability,
were satisfied at contract inception, these provisions are not applicable.

 3.
 We note your disclosure on page 69 regarding the aging method applied in determining your allowance for doubtful accounts, explaining that you apply "incremental ratios" of 15%, 25%, and 100% of accounts having outstanding balances aged between 270 days and one year, one year and two years, and beyond two years, respectively. Please explain to us how you developed these default rates and clarify whether the policy is uniformly applied to all customer classes and, if this is the case, also explain to us how you assessed the credit risk profiles of the various customer groups in determining that a uniform rate for all customers would be appropriate.

 Company Response : The Company respectfully
advises the Staff that the baseline default rates of 15% for receivables aged between 270 days and one year, 25% for receivables aged
between one and two years, and 100% for receivables older than two years were determined based on prior-period historical collection performance
in those specific aging categories.

 Then, the Company reevaluated the allowance
under the CECL model by calculating an Expected Credit Loss ("ECL") in accordance with ASC 326. This calculation incorporates
factors such as current economic trends, specific geographic conditions, and known delays inherent in governmental billing processes.
The Company then compares the baseline aging-rate allowance to this calculated ECL. If the ECL estimate exceeds the baseline, the Company
records higher amount; if it is lower, the baseline rate is retained as a more conservative approach.

 Applying the aging-method baseline across
the receivables resulted in a total allowance of approximately $6.9 million as of December 31, 2024. However, upon applying the full CECL
analysis with ECL which included consideration of collection history, current economic trends, specific geographic conditions, and known
delays inherent in governmental billing processes, the estimated expected loss increased to $9.3 million. Therefore, the Company recorded
the full $9.3 million allowance for its accounts receivable in accordance with the methodology presented above.

 Given that over 90% of both revenues and
accounts receivable as of December 31, 2024 and 2023 relate to government-affiliated customers and these receivables are subject to uniform
administrative and billing infrastructure, management determined the credit risk profile across customer groups is sufficiently homogeneous
to justify applying a uniform baseline rate across government affiliate customers with adjustment based on assessment of CECL model. Non-government
customers are immaterial as compared to our total accounts receivable balance and are included in the same pooling and subject to the
same ECL methodology based on prior-period historical collection performance.

 Exhibits

 4.
 We note that you list certifications for Exhibits 12.1, 12.2, 13.1 and 13.2 and indicate these were furnished with the report, although this does not appear to be the case. Please amend your filing to include the certifications prescribed in paragraphs 12 and 13 of the Instructions As To Exhibits for Item 19 of Form 20-F. Please ensure that the certifications refer to the appropriate fil

CORRESP
 1
 filename1.htm

 August 26, 2025

 VIA EDGAR

 U.S. Securities and
Exchange Commission

 Division of Corporation
Finance

 100 F. Street, N.E.

 Washington, D.C. 20549

 Attn: Yolanda Guobadia

 Robert Babula

 Re: CDT Environmental Technology Investment Holdings Limited

 Form 20-F for the Fiscal
Year ended December 31, 2024

 Filed May 15, 2025

 File No. 001-42007

 Ladies and Gentlemen:

 CDT Environmental Technology Investment Holdings Limited (the " Company ")
hereby provides the following information in response to the comments received from the staff (the " Staff ") of the
U.S. Securities and Exchange Commission (the " Commission ") on July 29, 2025 with respect to the above-referenced filing.
The Company's response below is preceded by a reproduction of the corresponding comment from the Staff in bold. In response to the
comments from the Staff, the Company intends to file an Amendment No. 1 to the Form 20-F for the fiscal year ended December 31,
2024 (the " Amended 2024 Form 20-F ") as soon as practicable after the Company receives an indication from the Staff
that it is in agreement with its responses to the Staff's comments.

 All page number references contained
in the Company's response below correspond to the page numbers in the Annual Report. Any capitalized terms used herein but not defined
herein shall have the meanings given to them in the Annual Report.

 Form 20-F for the Fiscal Year ended December
31, 2024

 Financial Statements

 Report of Independent Registered Public Accounting
Firm, page F-2

 1. We note that the audit report on page F-2 indicates the audits were conducted in accordance with the
standards of the PCAOB though also in accordance with auditing standards generally accepted in the United States of America.

 Please discuss this language with Enrome
LLP, as the reference to auditing standards generally accepted in the United States of America is no longer appropriate or necessary.
This was addressed in our Commission Guidance Regarding the Public Company Accounting Oversight Board's Auditing and Related Professional
Practice Standard No. 1 (Release Nos. 33-8422; 34-49708; FR-73), effective May 14, 2004.

 Please obtain and file a revised audit
opinion from the auditor that adheres to the guidance in PCAOB Auditing Standard 3101, including paragraph 09(c).

 Company Response : The Company acknowledges
the Staff's comment and respectfully advises the Staff that the reference will be removed in the audit report filed with the Amended
2024 Form 20-F.

 Note 4 - Accounts receivable, net, page F-21

 2. We note your comparison of "days sales outstanding" on page 68, indicating an increase
to 455 for 2024, from 262 in 2023, and details regarding the allowance for credit losses on page F-11, indicating an increase to $9.3
million at the end of 2024 from about $3.0 million a year earlier. We also note that your allowance is about 31%
 of 2024 revenues of $29.8 million, and that you have disclosure on page 67 explaining that a $23.1 million increase in accounts
receivable during 2024 was "primarily due to a longer collection cycle" which you attribute to "delays in the government
billing approval process" resulting from economic downturn in the PRC.

 Please provide us with further details
regarding the activity reflected in the accounts receivable balance reported on page F-3, showing an increase of 55% compared to the end
of the prior year, and resulting in a balance that is 152% of total revenues for the year. For example, clarify the extent of any material
concentrations related to specific customers or groups of customers and describe any irregularity in the pattern of accumulating balances
over the course of the year. Also provide us with an accounts receivable aging schedule as of December 31, 2024, delineated between the
government and non-government customers.

 Company Response : The Company respectfully
acknowledges the Staff's comment and provides the following explanation. The 55% increase in accounts receivable as of December
31, 2024, compared to the prior year, was primarily attributable to progress billings on sewage treatment system projects. As noted, revenues
from these projects are recognized over time using the input method (cost-to-cost measure of progress), while accounts receivable are
recorded when the billing milestones are met, and the Company has an unconditional right to payment. Accordingly, the increase in accounts
receivable reflects the billing activity under contractual terms rather than increase in revenue.

 The increase in accounts receivable was primarily
attributable to balances from the following six customers as of December 31, 2024 with balances over 5% of our total accounts receivables.
Delays in collection were mainly the result of administrative processing by the local government; however, the Company continues to work
diligently with the relevant authorities to facilitate timely collection. The Company has also provided below the details of amounts collected
to date, the status of remaining balances, and management's expectations regarding their collectability of these six customers.
Exhibit 1 attached to this response letter contains an accounts receivable aging schedule as of December 31, 2024, delineated between
the government and non-government customers and categorized by aging buckets.

 · Long Yuan Construction Group Co., Ltd (“Long Yuan”)

 The accounts receivable balance from Long
Yuan, a government affiliated customer, was approximately $13.6 million and $4.0 million as of December 31, 2024 and 2023, representing
25.0% and 12.3% of total accounts receivable, respectively. The related revenue was derived from Project Lianjiang. As of August 25, 2025,
the Company had collected approximately $0.7 million of the December 31, 2024 balance from Long Yuan and expects to collect the remaining
balance by December 2026.

 · Shenzhen Bell Eco-environment Technology Co., Ltd (“Bell”)

 The accounts receivable balance from Bell,
a government affiliated customer, was approximately $8.9 million and $2.5 million as of December 31, 2024 and 2023, representing 16.3%
and 7.8% of total accounts receivable, respectively. The related revenue was derived from Project Zhongshan. As of August 25, 2025, the
Company had collected approximately $0.56 million of the December 31, 2024 balance from Bell and expects to collect the remaining balance
by December 2026.

 · Fujian Provincial Construction Research & Engineering Consulting Co., Ltd (“Fujian”)

 The accounts receivable balance from Fujian,
a government affiliated customer, was approximately $7.8 million and $0.5 million as of December 31, 2024 and 2023, representing 14.3%
and 1.7% of total accounts receivable, respectively. The related revenue was derived from Project Jianyang. As of August 25, 2025, the
Company had collected approximately $1.0 million of the December 31, 2024 balance from Fujian and expects to collect the remaining balance
by December 2026.

 · China Construction Eighth Engineering Division Corp., Ltd. (“China Construction”)

 The accounts receivable balance from China Construction, a government affiliated
customer, was approximately $7.1 million and $2.4 million as of December 31, 2024 and 2023, representing 13.1% and 7.4% of total accounts
receivable, respectively. The related revenue was derived from Project Wuyishan. As of August 25, 2025, the Company had collected approximately
$0.2 million of the December 31, 2024 balance from China Construction and expects to collect the remaining balance by December 2026.

 · CCCC SHANGHAI DREDGING CO., LTD. (“CCCC Shanghai”)

 The accounts receivable balance from CCCC
Shanghai, a government affiliated customer, was approximately $4.8 million and $2.7 million as of December 31, 2024 and 2023, representing
8.8% and 8.4% of total accounts receivable, respectively. The related revenue was derived from Project Guankou. As of August 25, 2025,
the Company had collected approximately $0.7 million of the December 31, 2024 balance from CCCC Shanghai and expects to collect the remaining
balance by June 2026.

 · Guangdong Wange Construction Engineering Co., Ltd. (“Guangdong Wange”)

 The accounts receivable balance from Guangdong
Wange, a government affiliated customer, was approximately $4.6 million and $0 as of December 31, 2024 and 2023, representing 8.4% and
0% of total accounts receivable, respectively. The related revenue was derived from two Project- Xinjiang and Sichuan Anya. As of August
25, 2025, the Company had collected approximately $0.7 million of the December 31, 2024 balance from Guangdong Wange and expects to collect
the remaining balance by November 2026.

 As of August 25, 2025, the Company had collected
an aggregate total of approximately $4.92 million of the accounts receivable balance outstanding as of December 31, 2024. Of this amount,
approximately $3.86 million was collected from the six customers discussed above, while the remaining approximately $1.06 million was
collected from various smaller customers. The Company has engaged in intensive communications with its local government customers regarding
the collection process. During these discussions, customers have indicated that the government began implementing measures to address
local government debt issues at the beginning of this year and have committed to improved payment schedules going forward with specific
payment plans provided to the Company.

 The improvement in collections is reflected
in our recent performance. While the Company collected approximately $1.9 million during the first half of 2025 (January through June),
collections accelerated significantly to approximately $3.0 million during July and August 25, 2025, demonstrating the effectiveness of
the government's debt resolution initiatives and validating our customers' payment commitments.

 Based on these intensive communications,
the demonstrated improvement in collection patterns, and the specific payment schedules provided by our customers, the Company believes
the customer payment plans are credible and expects to collect the remaining balance of the December 31, 2024 accounts receivable on or
before December 31, 2026.

 Please explain to us how you applied FASB
ASC 606-10, subparagraphs 25-1(e), 55- 3A through 55-3C, and 25-5 through 25-7, in assessing the probability that you would collect substantially
all of the consideration to which you were entitled under the contracts with customers, in determining that all criteria for initial
recognition had been met, and if this can be shown, also explain how you considered the delays in collection in concluding that year-end
balances were recoverable.

 Company Response : In connection with Staff's comment regarding how the Company applied
ASC 606-10-25-1(e), 55-3A through 55-3C, and 25-5 through 25-7 in assessing the probability that the Company would collect substantially
all of the consideration to which the Company was entitled under the contracts with customers, the Company provides the following explanation.

 · Assessment of Collectability (ASC 606-10-25-1(e) and 55-3A through 55-3C)

At inception, the Company evaluated whether it was probable that it would
collect substantially all of the consideration to which it would be entitled in exchange for the goods and services to be transferred.
Consistent with ASC 606-10-55-3A through 55-3C, this assessment was partly forward-looking and considered the ability and intention of
the customers to pay. The Company concluded that this criterion was met mainly due to the following:

 o The customers are government-affiliated entities with strong financial capacity;

 o Contractual payment terms are milestone-based, which is based on the progress of the construction, which reduces exposure to credit
risk; and

 o The Company retains customary rights to withhold further performance until payments are received.

 · Reassessment Considerations (ASC 606-10-25-5 through 25-7)

 In accordance with ASC 606-10-25-5, the
Company does not reassess the contract criteria unless there is a significant change in facts and circumstances, such as a deterioration
in a customer's ability to pay. The Company has not identified any such significant change. Rather, delays in payment are primarily
due to administrative processing common in government contracts, not to a change in customers' ability or intention to pay.

 ASC 606-10-25-6 and 25-7 address situations
in which a contract does not meet the 25-1 criteria at inception. Since the Company determined that all criteria, including collectability,
were satisfied at contract inception, these provisions are not applicable.

 3. We note your disclosure on page 69 regarding the aging method applied in determining your allowance
for doubtful accounts, explaining that you apply "incremental ratios" of 15%, 25%, and 100% of accounts having outstanding
 balances aged between 270 days and one year, one year and two years, and beyond two years,
respectively. Please explain to us how you developed these default rates and clarify whether the policy is uniformly applied to all customer
classes and, if this is the case, also explain to us how you assessed the credit risk profiles of the various customer groups in determining
that a uniform rate for all customers would be appropriate.

 Company Response : The Company respectfully
advises the Staff that the baseline default rates of 15% for receivables aged between 270 days and one year, 25% for receivables aged
between one and two years, and 100% for receivables older than two years were determined based on prior-period historical collection performance
in those specific aging categories.

 Then, the Company reevaluated the allowance
under the CECL model by calculating an Expected Credit Loss ("ECL") in accordance with ASC 326. This calculation incorporates
factors such as current economic trends, specific geographic conditions, and known delays inherent in governmental billing processes.
The Company then compares the baseline aging-rate allowance to this calculated ECL. If the ECL estimate exceeds the baseline, the Company
records higher amount; if it is lower, the baseline rate is retained as a more conservative approach.

 Applying the aging-method baseline across
the receivables resulted in a total allowance of approximately $6.9 million as of December 31, 2024. However, upon applying the full CECL
analysis with ECL which included consideration of collection history, current economic trends, specific geographic conditions, and known
delays inherent in governmental billing processes, the estimated expected loss increased to $9.3 million. Therefore, the Company recorded
the full $9.3 million allowance for its accounts receivable in accordance with the methodology presented above.

 Given that over 90% of both revenues and accounts receivable as of December 31,
2024 and 2023 relate to government-affiliated customers and these receivables are subject to uniform administrative and billing infrastructure,
management determined the credit risk profile across customer groups is sufficiently homogeneous to justify applying a uniform baseline
rate across government affiliate customers with adjustment based on assessment of CECL model. Non-government customers are immaterial
as compared to our total accounts receivable balance and are included in the same pooling and subject to the same ECL methodology based
on prior-period historical collection performance.

 Exhibits

 4. We note that you list certifications for Exhibits 12.1, 12.2, 13.1 and 13.2 and indicate
 these were furnished with the report, although this does not appear to be the case. Please amend your filing to include the certifications
prescribed in paragraphs 12 and 13 of the Instructions As To Exhibits for Item 19 of Form 20-F. Please ensure that the certifications
refer to the appropriate filing and are currently dated.

 Company Response : The Company

CORRESP
 1
 filename1.htm

 August 7, 2025

 United States Securities and Exchange Commission

 Division of Corporation Finance

 Office of Energy & Transportation

 100 F. Street, NE

 Washington, DC 20549

 Re:	CDT Environmental Technology Investment Holdings
Limited

 Form 20-F for the Fiscal Year ended December
31, 2024

 	Filed May 15, 2025

 	File No. 001-42007

 Dear Ms. Guobadia and Mr. Babula:

 CDT Environmental Technology Investment Holdings Limited (the "Company")
is in receipt of your letter dated July 29, 2025 with respect to the Company's above-referenced filing. The comment letter requests
that the Company provide its written response within ten (10) business days or to advise when it will provide a response. The Company
is in the process of preparing its response and respectfully requests an extension to provide its written response on or before August
26, 2025.

 If you have any questions pertaining to the extension request, please do
not hesitate to contact Clay Parker at (305) 539-3306 or Julie Rizzo at (919) 743-7336 of K&L Gates LLP.

 Sincerely,

 /s/
Yunwu Li

 Yunwu Li

 Chief Executive Officer and Chairman of the Board of Directors

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 July 29, 2025

Yunwu Li
Chief Executive Officer
CDT Environmental Technology Investment Holdings Limited
C1, 4th Floor, Building 1, Financial Base, No. 8 Kefa Road
Nanshan District, Shenzhen, China 518057

 Re: CDT Environmental Technology Investment Holdings Limited
 Form 20-F for the Fiscal Year ended December 31, 2024
 Filed May 15, 2025
 File No. 001-42007
Dear Yunwu Li:

 We have reviewed your filing and have the following comments.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 20-F for the Fiscal Year ended December 31, 2024
Financial Statements
Report of Independent Registered Public Accounting Firm, page F-2

1. We note that the audit report on page F-2 indicates the audits were
conducted in
 accordance with the standards of the PCAOB though also in accordance
with auditing
 standards generally accepted in the United States of America.

 Please discuss this language with Enrome LLP, as the reference to
auditing standards
 generally accepted in the United States of America is no longer
appropriate or
 necessary. This was addressed in our Commission Guidance Regarding the
Public
 Company Accounting Oversight Board's Auditing and Related Professional
Practice
 Standard No. 1 (Release Nos. 33-8422; 34-49708; FR-73), effective May
14, 2004.

 Please obtain and file a revised audit opinion from the auditor that
adheres to the
 guidance in PCAOB Auditing Standard 3101, including paragraph 09(c).
 July 29, 2025
Page 2

Note 4 - Accounts receivable, net, page F-21

2. We note your comparison of "days sales outstanding" on page 68,
indicating an
 increase to 455 for 2024, from 262 in 2023, and details regarding the
allowance for
 credit losses on page F-11, indicating an increase to $9.3 million at
the end of 2024
 from about $3.0 million a year earlier. We also note that your allowance
is about 31%
 of 2024 revenues of $29.8 million, and that you have disclosure on page
67 explaining
 that a $23.1 million increase in accounts receivable during 2024 was
"primarily due to
 a longer collection cycle" which you attribute to "delays in the
government billing
 approval process" resulting from economic downturn in the PRC.

 Please provide us with further details regarding the activity reflected
in the accounts
 receivable balance reported on page F-3, showing an increase of 55%
compared to the
 end of the prior year, and resulting in a balance that is 152% of total
revenues for the
 year. For example, clarify the extent of any material concentrations
related to specific
 customers or groups of customers and describe any irregularity in the
pattern of
 accumulating balances over the course of the year. Also provide us with
an accounts
 receivable aging schedule as of December 31, 2024, delineated between
the
 government and non-government customers.

 Please explain to us how you applied FASB ASC 606-10, subparagraphs
25-1(e), 55-
 3A through 55-3C, and 25-5 through 25-7, in assessing the probability
that you would
 collect substantially all of the consideration to which you were
entitled under the
 contracts with customers, in determining that all criteria for initial
recognition had
 been met, and if this can be shown, also explain how you considered the
delays in
 collection in concluding that year-end balances were recoverable.

3. We note your disclosure on page 69 regarding the aging method applied in
 determining your allowance for doubtful accounts, explaining that you
apply
 "incremental ratios" of 15%, 25%, and 100% of accounts having
outstanding balances
 aged between 270 days and one year, one year and two years, and beyond
two years,
 respectively. Please explain to us how you developed these default rates
and clarify
 whether the policy is uniformly applied to all customer classes and, if
this is the case,
 also explain to us how you assessed the credit risk profiles of the
various customer
 groups in determining that a uniform rate for all customers would be
appropriate.

Exhibits

4. We note that you list certifications for Exhibits 12.1, 12.2, 13.1 and
13.2 and indicate
 these were furnished with the report, although this does not appear to
be the
 case. Please amend your filing to include the certifications prescribed
in paragraphs
 12 and 13 of the Instructions As To Exhibits for Item 19 of Form 20-F.
Please ensure
 that the certifications refer to the appropriate filing and are
currently dated.
 July 29, 2025
Page 3

 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Please contact Yolanda Guobadia at 202-551-3562 or Robert Babula at
202-551-3339
if you have questions regarding comments.

 Sincerely,

 Division of
Corporation Finance
 Office of Energy &
Transportation
cc: Clayton Parker
</TEXT>
</DOCUMENT>

CORRESP
1
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CDT Environmental Technology Investment Holdings Limited

C1, 4th Floor, Building 1, Financial Base, No. 8 Kefa
Road

Nanshan District, Shenzhen, China 518057

March 27, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Attn:
    Irene Barberena-Meissner

Laura Nicholson

    Re:
    CDT Environmental Technology Investment Holdings Limited

    Request for Acceleration of Registration Statement on Form F-1, as amended

    File No. 333-252127

Ladies and Gentlemen:

In connection with the above-referenced
Registration Statement, and pursuant to Rule 461 of the General Rules and Regulations of the Securities and Exchange Commission under
the Securities Act of 1933, as amended (the “Securities Act”), CDT Environmental Technology Investment Holdings Limited hereby
requests acceleration of effectiveness of the above-referenced Registration Statement so that it will be declared effective at 5:00 p.m.,
Eastern Time, on March 29, 2024, or as soon as practicable thereafter.

Very truly yours,

    CDT Environmental Technology Investment Holdings Limited

    By:
    /s/ Yunwu Li

    Name:
    Yunwu Li

    Title:
    Chief Executive Officer and Chairman of the Board of Directors

CORRESP
1
filename1.htm

WestPark Capital, Inc.

1800 Century Park East, Ste 220

Los Angeles, CA 90067

United States of America

VIA EDGAR

March 27, 2024

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    CDT Environmental Technology Investment Holdings Limited (“Company”)

    Registration Statement on Form F-1, as amended

    File No. 333-252127

Ladies and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), we, as representatives of the
several underwriters of the Company’s proposed initial public offering, hereby join the Company’s request that the effective
date of the above-referenced Registration Statement be accelerated so that the above-referenced Registration Statement will be declared
effective at 5:00 p.m., Eastern Time, on Friday, March 29, 2024, or as soon as practicable thereafter.

Pursuant to Rule 460 under the
Securities Act, we, as representatives of the several underwriters, wish to advise you that there will be distributed to each Underwriter
or dealer, who is reasonably anticipated to participate in the distribution of the securities, as many copies of the proposed form of
preliminary prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

We, the undersigned, as representatives
of the several underwriters, have complied and will comply, and we have been informed by the participating underwriters that they have
complied and will comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

Very truly yours,

    WestPark Capital, Inc.

    By:
    /s/ Jason Stern

    Name:
    Jason Stern

    Title:
    Authorized Representative

CORRESP
1
filename1.htm

January 26, 2024

VIA EDGAR

U.S. Securities and
Exchange Commission

Division of Corporation
Finance

100 F. Street, N.E.

Washington, D.C. 20549

Attn:
Irene
Barberena-Meissner

Laura
Nicholson
 Yong Kim
 Gus Rodriguez

Re:
CDT Environmental Technology
Investment Holdings Limited

Amendment No. 13 to Registration
Statement on Form F-1

Filed January 11, 2024

File No. 333-252127

Ladies and Gentlemen:

CDT Environmental Technology Investment
Holdings Limited (the “Company”), hereby provides the following information in response to the comment received from
the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) on January
24, 2024 with respect to the above-referenced filing. The Company’s response below is preceded by a reproduction of the corresponding
comment from the Staff in bold.

If the Staff would like hard copies
of Amendment No. 14 to the Registration Statement on Form F-1 (the “Registration Statement”) as filed with the Commission
on the date hereof, marked against Amendment No. 13 to the Registration Statement on Form F-1 as filed with the Commission on January
11, 2024, please so advise and we would be happy to provide such copies. All page number references contained in the Company’s response
below correspond to the page numbers in the Registration Statement. Any capitalized terms used herein but not defined herein shall have
the meanings given to them in the Registration Statement.

Amendment No. 13 to Registration Statement on
Form F-1

Related Party Transactions, page 87

1.
We note your Related Party Transactions section continues
to provide disclosure as of June 30, 2023, December 31, 2022, 2021 and 2020. Please update your disclosure in this section on pages 87-89
to provide information since the beginning of your preceding three financial years up to the date of your prospectus. Refer to Item 7.B
of Form 20-F.

Company Response: The Company acknowledges
the Staff’s comment and has revised the disclosure on pages 87-89 of the Registration Statement accordingly to provide information
since the beginning of the Company’s preceding three financial years up to the date of the prospectus. The Company has confirmed
that there are no other available updates to the Related Party Transactions section as of the date of the prospectus.

***

If you have any questions or
comments concerning this response, please do not hesitate to contact me by telephone at 86-0755-86667996 or by e-mail at liyunwu@cdthb.cn
or the Company’s counsel by telephone at 305-539-3306 or by email at clayton.parker@klgates.com.

Sincerely,

/s/
Yunwu Li

Yunwu Li, Chief Executive Officer and Chairman of the Board
of Directors

cc:

Clayton E. Parker, K&L Gates LLP

United States securities and exchange commission logo
January 24, 2024
Yunwu Li
Chief Executive Officer and Chairman of the Board of Directors
CDT Environmental Technology Investment Holdings Limited
C1, 4th Floor, Building 1, Financial Base, No. 8 Kefa Road
Nanshan District, Shenzhen, China 518057
Re:CDT Environmental Technology Investment Holdings Limited
Amendment No. 13 to Registration Statement on Form F-1
Filed January 11, 2024
File No. 333-252127
Dear Yunwu Li:
            We have reviewed your amended registration statement and have the following
comment(s).
            Please respond to this letter by amending your registration statement and providing the
requested information. 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 any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Amendment No. 13 to Registration Statement on Form F-1
Related Party Transactions, page 87
1.We note your Related Party Transactions section continues to provide disclosure as
of June 30, 2023, December 31, 2022, 2021 and 2020.  Please update your disclosure in
this section on pages 87-89 to provide information since the beginning of your preceding
three financial years up to the date of your prospectus. Refer to Item 7.B of Form 20-F.
            Please contact Yong Kim, Staff Accountant, at 202-551-3323 or Gus Rodriguez, Staff
Accountant, at 202-551-3752 if you have questions regarding comments on the financial
statements and related matters. Please contact Irene Barberena-Meissner, Staff Attorney, at 202-
551-6548 or Laura Nicholson, Special Counsel, at 202-551-3584 with any other questions.
Sincerely,

 FirstName LastNameYunwu Li
 Comapany NameCDT Environmental Technology Investment Holdings Limited
 January 24, 2024 Page 2
 FirstName LastName
Yunwu Li
CDT Environmental Technology Investment Holdings Limited
January 24, 2024
Page 2
Division of Corporation Finance
Office of Energy & Transportation
cc:       Hillary O’Rourke, Esq.

CORRESP
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filename1.htm

January 11, 2024

VIA EDGAR

U.S. Securities
and Exchange Commission

Division of Corporation
Finance

100 F. Street,
N.E.

Washington, D.C.
20549

    Attn:
    Irene Barberena-Meissner

    Laura Nicholson

Yong Kim

Gus Rodriguez

    Re:
    CDT Environmental Technology Investment Holdings Limited

    Amendment No. 12 to Registration Statement on Form F-1

    Filed December 20, 2023

    File No. 333-252127

Ladies and Gentlemen:

CDT Environmental Technology
Investment Holdings Limited (the “Company”), hereby provides the following information in response to the comments
received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”)
on January 8, 2024 with respect to the above-referenced filing. The Company’s responses below are preceded by a reproduction
of the corresponding comments from the Staff in bold.

If the Staff would like
hard copies of Amendment No. 13 to the Registration Statement on Form F-1 (the “Registration Statement”) as
filed with the Commission on the date hereof, marked against Amendment No. 12 to the Registration Statement on Form F-1 as filed
with the Commission on December 20, 2023, please so advise and we would be happy to provide such copies. All page number references
contained in the Company’s responses below correspond to the page numbers in the Registration Statement. Any capitalized
terms used herein but not defined herein shall have the meanings given to them in the Registration Statement.

Amendment No. 12 to Registration Statement
on Form F-1

1.
Please provide updated compensation disclosure for the last full financial year. Please   also update the Related Party Transactions section that begins on page 87. Refer to Items   6.B and 7.B of Form 20-F.

Company Response: The Company
acknowledges the Staff’s comment and has revised the disclosure on pages 86 and 87 of the Registration Statement accordingly.
The Company has confirmed that there are no available updates to the Related Party Transactions section as of the date of the Registration
Statement.

2.
We note your disclosure in your prospectus regarding advice of your PRC legal counsel   regarding permissions, consents and approvals, including your disclosure on your   prospectus cover page and your disclosure on page 24. Please file such counsel’s consent   as an exhibit to the registration statement.

Company Response: The consent
of the Company’s PRC legal counsel, Beijing Dacheng Law Offices, LLP (Fuzhou), has been filed as Exhibit 23.4 to the Registration
Statement.

***

If you have any questions
or comments concerning these responses, please do not hesitate to contact me by telephone at 86-0755-86667996 or by e-mail at liyunwu@cdthb.cn
or the Company’s counsel by telephone at 305-539-3306 or by email at clayton.parker@klgates.com.

    Sincerely,

    /s/ Yunwu Li

    Yunwu Li, Chief Executive Officer and Chairman of the Board of
Directors

    cc:

    Clayton E. Parker, K&L Gates LLP

United States securities and exchange commission logo
January 8, 2024
Yunwu Li
Chief Executive Officer and Chairman of the Board of Directors
CDT Environmental Technology Investment Holdings Limited
C1, 4th Floor, Building 1, Financial Base, No. 8 Kefa Road
Nanshan District, Shenzhen, China 518057
Re:CDT Environmental Technology Investment Holdings Limited
Amendment No. 12 to Registration Statement on Form F-1
Filed December 20, 2023
File No. 333-252127
Dear Yunwu Li:
            We have reviewed your amended registration statement and have the following
comment(s).
            Please respond to this letter by amending your registration statement and providing the
requested information. 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 any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Amendment No. 12 to Registration Statement on Form F-1
Compensation of Directors and Executive Officers, page 86
1.Please provide updated compensation disclosure for the last full financial year.  Please
also update the Related Party Transactions section that begins on page 87. Refer to Items
6.B and 7.B of Form 20-F.
General
2.We note your disclosure in your prospectus regarding advice of your PRC legal counsel
regarding permissions, consents and approvals, including your disclosure on your
prospectus cover page and your disclosure on page 24. Please file such counsel’s consent
as an exhibit to the registration statement.

 FirstName LastNameYunwu Li
 Comapany NameCDT Environmental Technology Investment Holdings Limited
 January 8, 2024 Page 2
 FirstName LastName
Yunwu Li
CDT Environmental Technology Investment Holdings Limited
January 8, 2024
Page 2
             Please contact Yong Kim, Staff Accountant, at 202-551-3323 or Gus Rodriguez, Staff
Accountant, at 202-551-3752 if you have questions regarding comments on the financial
statements and related matters. Please contact Irene Barberena-Meissner, Staff Attorney, at 202-
551-6548 or Laura Nicholson. Special Counsel, at 202-551-3584 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Hillary O’Rourke, Esq.

CORRESP
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December 20, 2023

VIA EDGAR

U.S. Securities and
Exchange Commission

Division of Corporation
Finance

100 F. Street, N.E.

Washington, D.C. 20549

    Attn:
    Irene Barberena-Meissner

    Laura Nicholson

Yong Kim

Gus Rodriguez

    Re:
    CDT Environmental Technology Investment Holdings Limited

    Amendment No. 11 to Registration Statement on Form F-1

    Filed November 20, 2023

    File No. 333-252127

Ladies and Gentlemen:

CDT Environmental Technology Investment
Holdings Limited (the “Company”), hereby provides the following information in response to the verbal comments received
from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) on
December 15, 2023 with respect to the above-referenced filing. The Company’s responses below are preceded by a reproduction of the
corresponding verbal comments from the Staff in bold.

If the Staff would like hard copies
of Amendment No. 12 to the Registration Statement on Form F-1 (the “Registration Statement”) as filed with the Commission
on the date hereof, marked against Amendment No. 11 to the Registration Statement on Form F-1 as filed with the Commission on November
20, 2023, please so advise and we would be happy to provide such copies. All page number references contained in the Company’s responses
below correspond to the page numbers in the Registration Statement. Any capitalized terms used herein but not defined herein shall have
the meanings given to them in the Registration Statement.

Amendment No. 11 to Registration Statement on
Form F-1

    1.
    Please update the applicable disclosure to reflect that the Company has received approval from the CSRC for the offering.

Company Response: The Company acknowledges
the Staff’s comment and has revised the disclosure on the cover page and pages 7, 21, 22, 23 and 32 of the Registration Statement
accordingly.

    2.
    Please update the Industry Background disclosure to account for any new or updated industry guidance, as the included guidance appears to be outdated, or reconfirm that there is no such new or updated industry guidance, and that the current disclosure is the most up to date.

Company Response: The Company acknowledges
the Staff’s comment and reconfirms that there is no such new or updated industry guidance readily available or known to the Company,
and that the current industry background disclosure, and other disclosure related to industry guidance, included in the Registration Statement
is the most up to date information readily available and known to the Company.

    3.
    Please update the disclosure on the cover page regarding the dates of the annual audited financial statements.

Company Response: The Company acknowledges
the Staff’s comment and has revised the disclosure on the cover page and pages 9 and 12 of the Registration Statement accordingly.

***

If you have any questions or
comments concerning these responses, please do not hesitate to contact me by telephone at 86-0755-86667996 or by e-mail at liyunwu@cdthb.cn
or the Company’s counsel by telephone at 305-539-3306 or by email at clayton.parker@klgates.com.

Sincerely,

/s/ Yunwu Li

Yunwu Li, Chief Executive
 Officer and Chairman of the
 Board of Directors

cc:

Clayton E. Parker, K&L Gates LLP

CORRESP
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March 13, 2023

VIA EDGAR

U.S. Securities and
Exchange Commission

Division of Corporation
Finance

100 F. Street, N.E.

Washington, D.C. 20549

    Attn:
    Irene Barberena-Meissner

    Laura Nicholson

Yong Kim

Gus Rodriguez

    Re:
    CDT Environmental Technology Investment Holdings Limited

    Amendment No. 8 to Registration Statement on Form F-1

    Filed February 24, 2023

    File No. 333-252127

Ladies and Gentlemen:

CDT Environmental Technology Investment
Holdings Limited (the “Company”), hereby provides the following information in response to the comments received from
the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) in its
letter to the Company dated March 10, 2023 (the “Comment Letter”). The Company’s responses are preceded by a
reproduction of the corresponding Staff comments in bold as set forth in the Comment Letter.

Amendment No. 8 to Registration Statement on
Form F-1

Financial Statements

Financial Statements for the Six Months Ended
June 30, 2022 and 2021 (Unaudited)

Notes to Unaudited Condensed Consolidated Financial
Statements

Note 2 - Restatement of Previously Issued Financial
Statements, page F-7

    1.
    We reviewed your response to comment 7. Based on your response, it appears there were two revenue recognition errors in your restatement adjustments. It appears one error involves the delivery of equipment and materials and an the other error involves a change in the ratio of the total costs incurred to date to the total estimated costs at the completion of the performance obligation. Please tell us the following:

Company Response: The Company respectfully
acknowledges the Staff’s comment and responds that error involving the delivery of equipment and change in the ratio of the total
cost incurred to date to the total estimated costs at completion of the performance obligation (the “Ratio”) are correlated
and should be considered as one error. In accordance with the Company’s accounting policy on revenue recognition - sewage treatment
system, the Company uses the cost-to-cost measure of progress method to determine the Ratio at the completion of the performance obligation
and there is only one performance obligation which includes the sales and installation of the sewage treatment system and equipment. Because
of the delivery of equipment and materials recording errors, the Ratio was updated to recognize the Company’s sewage treatment system
revenue and cost of revenue based on the revised ratio as a result of the one error.

• Quantify the amount and percentage of the
restatement adjustment for each error;

As indicated in our response above, only one error
is presented in all of the restatement adjustment of the $2,348,516 of sewage treatment systems revenue and in the restatement adjustment
of the $1,668,174 of cost of sewage treatment systems revenue as disclosed on Page F-7 in the Amendment No. 7 to Registration Statement
on Form F-1.

• For the delivery error, describe precisely
the nature of the error, how the error was detected, whether the error was for one customer or for multiple customers, whether this was
an oversight or a pervasive issue, and, how the error was rectified; and

Due to the fact that the Company engaged a new auditor
(the “Auditor”) to re-perform the review of results of operations for the six months ended June 30, 2022 in 2021, the
Auditor performed their audit procedures by examining the delivery documents as part of their year ended December 31, 2021 audit and noted
that the Company did not properly recognize the delivered equipment at the job site as cost of revenue in the Company’s six months
ended June 30, 2021 statement of operations. Upon further internal examination of the delivery documents, the Company concurred with the
Auditor’s findings for which the Company incorrectly recognized the cost of equipment as contract costs. The error was for only
one customer, and this was an oversight issue and was not a pervasive issue. The error was rectified by reclassifying previous recognized
contract costs into contract assets and cost of goods sold, as well as adjusting the corresponding revenue due to change of the Ratio
as disclosed on Page F-7 in the Amendment No. 7 to Registration Statement on Form F-1.

• For the estimation error, describe precisely
what changed in your ratio of the total costs incurred to date to the total estimated costs at completion and why this change was necessary,
why you consider this is a correction of an error rather than a change in estimate and if this issue is the result of a mathematical error,
state so in your response.

As indicated in our response above, only one error
is presented in the restatement adjustment of the sewage treatment systems revenue and cost of revenue, which was caused by the error
involved with the timing of recognizing cost of revenue. The change of the Ratio was caused by actual costs incurred and it effected the
numerator in the Ratio. This change was necessary because the cost-to-cost measure of progress method is the only method that the Company
adopted and used to recognize the revenue and the cost of revenue from sewage treatment systems. However, there was no change to the total
estimated costs or the denominator in the Ratio. Therefore, the Company concluded that it is a correction of an error rather than a change
in estimate. The Company also concluded that this issue was not a result of mathematical error because of the above reason.

***

If you have any questions or
comments concerning these responses, please do not hesitate to contact me by telephone at 86-0755-86667996 or by e-mail at liyunwu@cdthb.cn
or the Company’s counsel by telephone at 305-539-3306 or by email at clayton.parker@klgates.com.

    Sincerely,

    /s/ Yunwu Li

    Yunwu Li, Chief Executive

Officer and Chairman of the

Board of Directors

    cc:

    Clayton E. Parker, K&L Gates LLP

United States securities and exchange commission logo
March 10, 2023
Yunwu Li
Chief Executive Officer and Chairman of the Board of Directors
CDT Environmental Technology Investment Holdings Limited
C1, 4th Floor, Building 1, Financial Base, No. 8 Kefa Road
Nanshan District, Shenzhen, China 518057
Re:CDT Environmental Technology Investment Holdings Limited
Amendment No. 8 to Registration Statement on Form F-1
Filed February 24, 2023
File No. 333-252127
Dear Yunwu Li:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our January 19, 2023 letter.
Amendment No. 8 to Registration Statement on Form F-1
Financial Statements
Financial Statements for the Six Months Ended June 30, 2022 and 2021 (Unaudited)
Notes to Unaudited Condensed Consolidated Financial Statements
Note 2 - Restatment of Previoulsy Issued Finanial Statements, page F-7
1.We reviewed your response to comment 7.  Based on your response, it appears there were
two revenue recognition errors in your restatement adjustments.  It appears one error
involves the delivery of equipment and materials and an the other error involves a change
in the ratio of the total costs incurred to date to the total estimated costs at the completion
of the performance obligation.  Please tell us the following:

 FirstName LastNameYunwu Li
 Comapany NameCDT Environmental Technology Investment Holdings Limited
 March 10, 2023 Page 2
 FirstName LastName
Yunwu Li
CDT Environmental Technology Investment Holdings Limited
March 10, 2023
Page 2
•Quantify the amount and percentage of the restatement adjustment for each error;
•For the delivery error, describe precisely the nature of the error, how the error was
detected, whether the error was for one customer or for multiple customers, whether
this was an oversight or a pervasive issue, and, how the error was rectified; and
•For the estimation error, describe precisely what changed in your ratio of the total
costs incurred to date to the total estimated costs at completion and why this change
was necessary, why you consider this is a correction of an error rather than a change
in estimate and if this issue is the result of a mathematical error, state so in your
response.
            You may contact Yong Kim, Staff Accountant, at 202-551-3323 or Gus Rodriguez, Staff
Accountant, at 202-551-3752 if you have questions regarding comments on the financial
statements and related matters.  Please contact Irene Barberena-Meissner, Staff Attorney, at 202-
551-6548 or Laura Nicholson, Special Counsel, at 202-551-3584 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Hillary O’Rourke, Esq.

CORRESP
1
filename1.htm

February 24, 2023

VIA EDGAR

U.S. Securities
and Exchange Commission

Division of Corporation
Finance

100 F. Street,
N.E.

Washington, D.C.
20549

    Attn:
    Irene Barberena-Meissner

    Laura Nicholson

    Re:
    CDT Environmental Technology Investment
    Holdings Limited

    Amendment No. 7 to Registration
    Statement on Form F-1

    Filed December 23, 2022

    File No. 333-252127

Ladies and Gentlemen:

CDT Environmental Technology
Investment Holdings Limited (the “Company”), hereby provides the following information in response to the comments
received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”)
in its letter to the Company dated January 19, 2023 (the “Comment Letter”). The Company’s responses are
preceded by a reproduction of the corresponding Staff comments in bold as set forth in the Comment Letter.

If the Staff would like
hard copies of the Registration Statement on Form F-1 (the “Registration Statement”) as filed with the Commission
on the date hereof, marked against the Registration Statement on Form F-1 as filed with the Commission on December 23, 2022, please
so advise and we would be happy to provide such copies. All page number references contained in the Company’s responses below
correspond to the page numbers in the Registration Statement. Any capitalized terms used herein but not defined herein shall have
the meanings given to them in the Registration Statement.

Amendment No. 7 to Registration Statement
on Form F-1

Cover Page

    1.
    Disclose whether your offering is contingent upon final approval of your NASDAQ listing on your cover page. Please ensure the disclosure is consistent with your underwriting agreement.

Company Response: The Company
acknowledges the Staff’s comment and has revised the disclosure on the cover page and pages 99 and 106 of the Registration
Statement accordingly.

    2.
    To the extent you intend to proceed with your offering if your NASDAQ listing is denied, revise your cover page to indicate that the offering is not contingent on NASDAQ approval of your listing application and that if the shares are not approved for listing, you may experience difficulty selling your shares. Include risk factor disclosures to address the impact on liquidity and the value of shares.

Company Response: The Company
acknowledges the Staff’s comment and respectfully advises the Staff that the Company does not intend to proceed with the
offering if the Company’s NASDAQ listing is denied.

Risks Related to our Ordinary Shares
and this Offering

There has been no prior public market
for our ordinary shares and an active trading market may never develop or be sustained, page 30

    3.
    We note recent instances of extreme stock price run-ups followed by rapid price declines and stock price volatility seemingly unrelated to company performance following a number of recent initial public offerings, particularly among companies with relatively smaller public floats. Revise this risk factor to address the potential for rapid price volatility and any known factors particular to your offering that may add to this risk and discuss the risks to investors when investing in stock where the price is changing rapidly. Clearly state that such volatility, including any stock-run up, may be unrelated to your actual or expected operating performance and financial condition or prospects, making it difficult for prospective investors to assess the rapidly changing value of your stock.

Company
Response: The Company acknowledges the Staff’s comment and has revised the disclosure on pages 8 and 37 of the Registration
Statement accordingly.

Management

Compensation of Directors and Executive
Officers, page 84

    4.

        Please update your compensation disclosure to
        reflect information for the last completed fiscal year ended December 31, 2022. Refer to Item 4 of Form F-1 and Item 6.B of Form
        20-F.

Company
Response: The Company acknowledges the Staff’s comment and has revised the disclosure on page 86 of the Registration
Statement accordingly.

Financial Statements

Financial Statements for the Six Months
Ended June 30, 2022 and 2021 (Unaudited)

Notes to Unaudited Condensed Consolidated
Financial Statements

Note 2 - Restatement of Previously Issued
Financial Statements, page F-7

    5.
    You restated your financial statements for the six months ended June 30, 2021 and for the fiscal year ended December 31, 2020 on page F-37. The most significant restatement adjustment for both periods is the re-estimate of the allowance of doubtful accounts for accounts receivable. Tell us why you believe these allowance adjustments are properly presented as a correction of an error. In doing so, tell us whether the error resulted from a mathematical mistake, mistake in the application of GAAP, or oversight or misuse of facts that existed at the time the financial statements were prepared.

Company Response: The Company
respectfully acknowledges the Staff’s comment and is in agreement that the Company’s re-estimate of the allowance of
doubtful accounts for accounts receivable was based upon the subsequent collection recorded as of June 30, 2021 and December 31,
2020 through December 23, 2022 and was a Type II subsequent event. As a result, the Company has revised and reversed the
restatement adjustment and related disclosure for both the six months ended June 30, 2021 and the fiscal year ended December 31,
2020 related to the re-estimate of the allowance of doubtful accounts for accounts receivable on pages F-7 and F-37 of the Registration
Statement and is in agreement that such re-estimate is a change of estimate which should not affect prior financial statements.

    6.
    Your disclosure suggests that the engagement of your new auditor to re-perform the review for the six months ended June 30, 2021 and re-audit the fiscal year ended 2020 in 2022 resulted in the determination that your allowance did not correctly reflect your results of operations and was an error. This appears to be based on the collection of substantial balance of accounts receivable generated for the years ended 2020, 2019, and 2018 through the date of this prospectus/date of your report dated December 23, 2022. Tell us whether your restatement adjustments are based on collections of accounts receivable balances recorded as of June 30, 2021 and December 31, 2020, through December 23, 2022. If so, tell us why you believe it is appropriate to restate accounts receivable allowances for collections which appear to be Type II subsequent events.

Company Response: The Company
respectfully acknowledges the Staff’s comment and is in agreement that the Company’s re-estimate of the allowance of
doubtful accounts for accounts receivable was based upon the subsequent collection recorded as of June 30, 2021 and December 31,
2020 through December 23, 2022 and was a Type II subsequent event. As a result, the Company has revised and reversed the
restatement adjustment and related disclosure for both the six months ended June 30, 2021 and the fiscal year ended December 31,
2020 related to the re-estimate of the allowance of doubtful accounts for accounts receivable on pages F-7 and F-37 of the Registration
Statement and is in agreement that such re-estimate is a change of estimate which should not affect prior financial statements.

    7.

        You disclose that you generally use the
        cost-to-cost measure of progress method to recognize revenue from sewage treatment systems by measuring the ratio of total costs
        incurred to date to the total estimated costs at completion of the performance obligation. Due to the fact that you engaged a new
        independent accountant to re-perform the review of results of operation for the six months ended June 30, 2021, in 2022, you determined
        that the timing in recognizing cost of revenue from sewage treatment systems was not properly recorded. Therefore, you restated
        the unaudited financial statements for the six months ended June 30, 2021, related to revision of cost of revenue and revenue from
        sewage treatment systems pertained to the reason mentioned above. Please tell us the following:

        • What other methods do you use other
        than the cost-to-cost measure of progress method to recognize revenue from sewage treatment systems;

        • How did you determine that the timing
        in recognizing cost of revenue from sewage treatment systems was not property recorded;

        • What were the most significant differences
        in the timing in recognizing cost of revenue and the ratio of the total costs incurred to date to the total estimated costs at
        completion of the performance obligation; and

        • Why the revenue recognized to date
        exceeds the progress billings to date by 236% at June 30, 2022, and 331% at December 31, 2021.

Company Response: The Company
respectfully acknowledges the Staff’s comment and responds as follows:

• What other methods do
you use other than the cost-to-cost measure of progress method to recognize revenue from sewage treatment systems;

Cost-to-cost
measure of progress method is the only method that the Company adopted and uses to recognize revenue from sewage treatment systems,
unless the Company determines that it is not probable that the Company will collect substantially all of the consideration to which
it will be entitled in exchange for the goods or services that will be transferred to the customer in accordance with ASC 606-10-55-3A,
then the Company would recognize the revenue up to the amount of the consideration collected.

• How did you determine
that the timing in recognizing cost of revenue from sewage treatment systems was not property recorded;

During the preparation of the Company’s
financial statements for the six months ended June 30, 2021 initially filed with the SEC on January 19, 2022, the Company incorrectly
accounted for the sewage treatment system equipment delivered to one of its customer’s job sites that the Company took control
of as contract assets. In 2022, the Company engaged its current auditor to re-perform the review of results of operations for the
six months ended June 30, 2021 and to audit its consolidated financial statements for the fiscal year ended December 31, 2021.
During the audit, and upon the Company’s further internal examination of the delivery documents, the Company determined that
such contract costs should be recognized as contract costs and cost of revenue when the equipment and material is being delivered,
as well as the Company has retained the risks associated with installing the equipment and
material on its customer’s job site as part of the construction project
during the six months ended June 30, 2021. Accordingly, the Company has restated its June 30, 2021 statement of operations in connection
with its cost of revenue. The Company also restated its revenue from sewage treatment systems as a result of change in the ratio
of the total costs incurred to date to the total estimated costs at completion of the performance obligation in accordance with
ASC 606-10-55-20.

• What were the most significant
differences in the timing in recognizing cost of revenue and the ratio of the total costs incurred to date to the total estimated
costs at completion of the performance obligation; and

There are no differences in the
timing in recognizing cost of revenue and the ratio of the total costs incurred to date to the total estimated costs at completion
of the performance obligation using the input method in accordance with ASC 606-10-55-20 to recognize cost of revenue from sewage
treatment systems.

• Why the revenue recognized
to date exceeds the progress billings to date by 236% at June 30, 2022, and 331% at December 31, 2021.

The June 30, 2022 and December
31, 2021 revenue recognized to date exceeds the progress billing to date by 236% and 331%, respectively, and was mainly due to
delay of construction inspection from the local governments, which was impacted by the resurgence of the COVID-19 pandemic in China.
Such delay resulted in delay in the Company’s billing process, as most of the billings require completion of the inspection
from the local governments. The Company respectfully acknowledges the Staff’s comment and the Company has revised the disclosure
on page 61 of the Registration Statement to include the significant increase of contract assets at June 30, 2022 and December 31,
2021 in regard to the current projects status and expectation on billing and collections in 2023 and beyond.

Note 5 - Contract Assets, page F-52

    8.
    You disclose that contract retentions are included in contract assets. Please disclose the amount and percentage of the retentions.

Company Response: The Company
respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 65, F-9, F-19, F-40 and F-52 of the
Registration Statement accordingly by removing the contract retention related disclosure, as the Company does not have any contract
retention withholding by its customers for all periods presented.

General

    9.
    We note your change of auditors from Friedman LLP to Wei, Wei & Co., LLP. Present the information required by Item 4.d of Form F-1. Refer to Item 16F of Form 20-F.

Company Response: The Company
acknowledges the Staff’s comment and has revised the disclosure on pages 111 and II-4 of the Registration Statement accordingly.

***

If you have any questions
or comments concerning these responses, please do not hesitate to contact me by telephone at 86-0755-86667996 or by e-mail at liyunwu@cdthb.cn
or the Company’s counsel by telephone at 305-539-3306 or by email at clayton.parker@klgates.com.

    Sincerely,

    /s/
    Yunwu Li

    Yunwu Li, Chief Executive

    Officer and Chairman of the

    Board of Directors

    cc:

    Clayton E. Parker, K&L Gates LLP

United States securities and exchange commission logo
January 19, 2023
Yunwu Li
Chief Executive Officer and Chairman of the Board of Directors
CDT Environmental Technology Investment Holdings Limited
C1, 4th Floor, Building 1, Financial Base, No. 8 Kefa Road
Nanshan District, Shenzhen, China 518057
Re:CDT Environmental Technology Investment Holdings Limited
Amendment No. 7 to Registration Statement on Form F-1
Filed December 23, 2022
File No. 333-252127
Dear Yunwu Li:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Amendment No. 7 to Registration Statement on Form F-1
Cover Page
1.Disclose whether your offering is contingent upon final approval of your NASDAQ listing
on your cover page.  Please ensure the disclosure is consistent with your underwriting
agreement.
2.To the extent you intend to proceed with your offering if your NASDAQ listing is denied,
revise your cover page to indicate that the offering is not contingent on NASDAQ
approval of your listing application and that if the shares are not approved for listing, you
may experience difficulty selling your shares.  Include risk factor disclosures to address
the impact on liquidity and the value of shares.

 FirstName LastNameYunwu Li
 Comapany NameCDT Environmental Technology Investment Holdings Limited
 January 19, 2023 Page 2
 FirstName LastNameYunwu Li
CDT Environmental Technology Investment Holdings Limited
January 19, 2023
Page 2
Risks Related to our Ordinary Shares and this Offering
There has been no prior public market for our ordinary shares and an active trading market may
never develop or be sustained, page 30
3.We note recent instances of extreme stock price run-ups followed by rapid price declines
and stock price volatility seemingly unrelated to company performance following a
number of recent initial public offerings, particularly among companies with relatively
smaller public floats.  Revise this risk factor to address the potential for rapid price
volatility and any known factors particular to your offering that may add to this risk and
discuss the risks to investors when investing in stock where the price is changing rapidly.
Clearly state that such volatility, including any stock-run up, may be unrelated to your
actual or expected operating performance and financial condition or prospects, making it
difficult for prospective investors to assess the rapidly changing value of your stock.
Management
Compensation of Directors and Executive Officers, page 84
4.Please update your compensation disclosure to reflect information for the last completed
fiscal year ended December 31, 2022.  Refer to Item 4 of Form F-1 and Item 6.B of Form
20-F.
Financial Statements
Financial Statements for the Six Months Ended June 30, 2022 and 2021 (Unaudited)
Notes to Unaudited Condensed Consolidated Financial Statements
Note 2 - Restatement of Previously Issued Financial Statements, page F-7
5.You restated your financial statements for the six months ended June 30, 2021 and for the
fiscal year ended December 31, 2020 on page F-37.  The most significant restatement
adjustment for both periods is the re-estimate of the allowance of doubtful accounts for
accounts receivable.  Tell us why you believe these allowance adjustments are properly
presented as a correction of an error.  In doing so, tell us whether the error resulted from a
mathematical mistake, mistake in the application of GAAP, or oversight or misuse of facts
that existed at the time the financial statements were prepared.
6.Your disclosure suggests that the engagement of your new auditor to re-perform the
review for the six months ended June 30, 2021 and re-audit the fiscal year ended 2020 in
2022 resulted in the determination that your allowance did not correctly reflect your
results of operations and was an error.  This appears to be based on the collection of
substantial balance of accounts receivable generated for the years ended 2020, 2019, and
2018 through the date of this prospectus/date of your report dated December 23, 2022.
Tell us whether your restatement adjustments are based on collections of accounts
receivable balances recorded as of June 30, 2021 and December 31, 2020, through
December 23, 2022.  If so, tell us why you believe it is appropriate to restate accounts
receivable allowances for collections which appear to be Type II subsequent events.

 FirstName LastNameYunwu Li
 Comapany NameCDT Environmental Technology Investment Holdings Limited
 January 19, 2023 Page 3
 FirstName LastName
Yunwu Li
CDT Environmental Technology Investment Holdings Limited
January 19, 2023
Page 3
7.You disclose that you generally use the cost-to-cost measure of progress method to
recognize revenue from sewage treatment systems by measuring the ratio of total costs
incurred to date to the total estimated costs at completion of the performance obligation.
Due to the fact that you engaged a new independent accountant to re-perform the review
of results of operation for the six months ended June 30, 2021, in 2022, you determined
that the timing in recognizing cost of revenue from sewage treatment systems was not
properly recorded.  Therefore, you restated the unaudited financial statements for the six
months ended June 30, 2021, related to revision of cost of revenue and revenue from
sewage treatment systems pertained to the reason mentioned above.  Please tell us the
following:

•What other methods do you use other than the cost-to-cost measure of progress
method to recognize revenue from sewage treatment systems;
•How did you determine that the timing in recognizing cost of revenue from sewage
treatment systems was not property recorded;
•What were the most significant differences in the timing in recognizing cost of
revenue and the ratio of the total costs incurred to date to the total estimated costs at
completion of the performance obligation; and
•Why the revenue recognized to date exceeds the progress billings to date by 236% at
June 30, 2022, and 331% at December 31, 2021.
Note 5 - Contract Assets, page F-52
8.You disclose that contract retentions are included in contract assets.  Please disclose the
amount and percentage of the retentions.

General
9.We note your change of auditors from Friedman LLP to Wei, Wei & Co., LLP.  Present
the information required by Item 4.d of Form F-1.  Refer to Item 16F of Form 20-F.
            You may contact Yong Kim, Staff Accountant, at 202-551-3323 or Gus Rodriguez,
Accounting Branch Chief, at 202-551-3752 if you have questions regarding comments on the
financial statements and related matters. Please contact Irene Barberena-Meissner, Staff
Attorney, at 202-551-6548 or Laura Nicholson, Special Counsel, at 202-551-3584 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Hillary O’Rourke, Esq.

CORRESP
1
filename1.htm

December 23, 2022

VIA EDGAR

U.S. Securities and
Exchange Commission

Division of Corporation
Finance

100 F. Street, N.E.

Washington, D.C. 20549

Attn:
Irene
Barberena-Meissner

Laura
Nicholson

Re:
CDT Environmental Technology
Investment Holdings Limited

Amendment No. 6 to Registration
Statement on Form F-1

Filed March 25, 2022

File No. 333-252127

Ladies and Gentlemen:

CDT Environmental Technology Investment
Holdings Limited (the “Company”), hereby provides the following information in response to the comments received from
the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) in its
letter to the Company dated April 11, 2022 (the “Comment Letter”). The Company’s responses are preceded by a
reproduction of the corresponding Staff comments in bold as set forth in the Comment Letter.

If the Staff would like hard copies
of the Registration Statement on Form F-1 (the “Registration Statement”) as filed with the Commission on the date hereof,
marked against the Registration Statement on Form F-1 as filed with the Commission on March 25, 2022, please so advise and we would be
happy to provide such copies. All page number references contained in the Company’s responses below correspond to the page numbers
in the Registration Statement. Any capitalized terms used herein but not defined herein shall have the meanings given to them in the Registration
Statement.

Amendment No. 6 to Registration Statement on
Form F-1

Cover Page

    1.
    We note your revised
    disclosure in response to prior comment 2 and reissue it in part. Clearly disclose how you will refer to the holding company and
    subsidiaries when providing the disclosure throughout the document so that it is clear to investors which entity the disclosure is
    referencing and which subsidiaries are conducting the business operations. Please refrain from using terms such as “we”
    or “our” when describing activities or functions of the operating subsidiaries.

Company Response: The Company acknowledges
the Staff’s comment and has revised the disclosure on the cover page and page ii of the Registration Statement accordingly.

    2.
    We note your revised disclosure in response to prior
    comment 4 and reissue it in part. Please revise to provide a cross-reference to the consolidated financial statements.

Company Response: The Company acknowledges
the Staff’s comment and has revised the disclosure on the cover page and on pages 6 and 45 of the Registration Statement accordingly.

Prospectus Summary

Corporate History and Structure, page 6

    3.
    We note your revised
    disclosure in response to prior comment 8 that no transfers, dividends or distributions have been made by you to your subsidiaries.
    Please also clarify whether the holding company has made any transfers, dividends, or distributions to U.S. investors to date.

Company Response: The Company acknowledges
the Staff’s comment and has revised the disclosure on the cover page and on pages 6 and 45 of the Registration Statement accordingly.

***

If
you have any questions or comments concerning these responses, please do not hesitate to contact me by telephone at 86-0755-86667996
or by e-mail at liyunwu@cdthb.cn or the Company’s counsel by telephone at 305-539-3306 or by email at clayton.parker@klgates.com.

Sincerely,

/s/
Yunwu Li

Yunwu Li, Chief Executive

Officer and Chairman of the
 Board of Directors

cc:

Clayton E. Parker, K&L
Gates LLP

United States securities and exchange commission logo
April 11, 2022
Yunwu Li
Chief Executive Officer and Chairman of the Board of Directors
CDT Environmental Technology Investment Holdings Limited
C1, 4th Floor, Building 1, Financial Base, No. 8 Kefa Road
Nanshan District, Shenzhen, China 518057
Re:CDT Environmental Technology Investment Holdings Limited
Amendment No. 6 to Registration Statement on Form F-1
Filed March 25, 2022
File No. 333-252127
Dear Mr. Li:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our March 17, 2022 letter.
Amendment No. 6 to Registration Statement on Form F-1
Cover Page
1.We note your revised disclosure in response to prior comment 2 and reissue it in part.
Clearly disclose how you will refer to the holding company and subsidiaries when
providing the disclosure throughout the document so that it is clear to investors which
entity the disclosure is referencing and which subsidiaries are conducting the business
operations.  Please refrain from using terms such as “we” or “our” when describing
activities or functions of the operating subsidiaries.
2.We note your revised disclosure in response to prior comment 4 and reissue it in part.
Please revise to provide a cross-reference to the consolidated financial statements.

 FirstName LastNameYunwu Li
 Comapany NameCDT Environmental Technology Investment Holdings Limited
 April 11, 2022 Page 2
 FirstName LastName
Yunwu Li
CDT Environmental Technology Investment Holdings Limited
April 11, 2022
Page 2
Prospectus Summary
Corporate History and Structure, page 6
3.We note your revised disclosure in response to prior comment 8 that no transfers,
dividends or distributions have been made by you to your subsidiaries.  Please also clarify
whether the holding company has made any transfers, dividends, or distributions to U.S.
investors to date.
            You may contact Diane Fritz, Staff Accountant, at 202-551-3331 or Ethan Horowitz,
Accounting Branch Chief, at 202-551-3311 if you have questions regarding comments on the
financial statements and related matters.  Please contact Irene Barberena-Meissner, Staff
Attorney, at 202-551-6548 or Laura Nicholson, Special Counsel, at 202-551-3584 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Hillary O’Rourke, Esq.

CORRESP
1
filename1.htm

March 25, 2022

VIA EDGAR

U.S. Securities
and Exchange Commission

Division of Corporation
Finance

100 F. Street, N.E.

Washington, D.C. 20549

    Attn:
    Irene Barberena-Meissner

    Laura Nicholson

    Re:
    CDT Environmental Technology Investment Holdings Limited

    Amendment No. 5 to Registration Statement on Form F-1

    Filed March 1, 2022

    File No. 333-252127

Ladies and Gentlemen:

CDT Environmental Technology Investment
Holdings Limited (the “Company”), hereby provides the following information in response to the comments received from
the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) in its
letter to the Company dated March 17, 2022 (the “Comment Letter”). The Company’s responses are preceded by a
reproduction of the corresponding Staff comments in bold as set forth in the Comment Letter.

If the Staff would like hard copies
of the Registration Statement on Form F-1 (the “Registration Statement”) as filed with the Commission on the date hereof,
marked against the Registration Statement on Form F-1 as filed with the Commission on March 1, 2022, please so advise and we would be
happy to provide such copies. All page number references contained in the Company’s responses below correspond to the page numbers
in the Registration Statement. Any capitalized terms used herein but not defined herein shall have the meanings given to them in the Registration
Statement.

Amendment No. 5 to Registration Statement on Form F-1

Cover Page

 1. Please amend the disclosure on your prospectus cover page to state prominently that you are not a Chinese
operating company but a Cayman Islands holding company with operations conducted by your subsidiaries, and that this structure involves
unique risks to investors. Please also disclose that investors may never hold equity interests in the Chinese operating companies. Your
disclosure should acknowledge that Chinese regulatory authorities could disallow your operating structure, which would likely result in
a material change in your operations and/or a material change in the value of the securities you are registering for sale, including
that it could cause the value of such securities to significantly decline or become worthless. Provide a cross-reference to your detailed
discussion of risks facing the company and the offering as a result of this structure.

Company Response:
The Company acknowledges the Staff’s comment and has revised the disclosure on the cover page of the Registration Statement accordingly.

However, the Company’s
PRC counsel does not believe that the risk of Chinese regulatory authorities disallowing the Company’s operating structure exists.
Therefore, the Company does not believe that the following suggested disclosure is appropriate: “Your disclosure should acknowledge
that Chinese regulatory authorities could disallow your operating structure, which would likely result in
a material change in your operations and/or a material change in the value of the securities you are registering for sale, including
that it could cause the value of such securities to significantly decline or become worthless”.

 2. Clearly disclose how you will refer to the holding company and subsidiaries
when providing the disclosure throughout the document so that it is clear to investors which entity the disclosure is referencing and
which subsidiaries are conducting the business operations. Refrain from using terms such as “we” or “our” when
describing activities or functions of the operating subsidiaries. For example, disclose,
if true, that your subsidiaries conduct operations in China, and that the holding company does not conduct operations. Disclose clearly
the entity (including the domicile) in which investors are purchasing an interest.

Company Response:
The Company acknowledges the Staff’s comment and believes that the Registration Statement clearly discloses how it refers to the
holding company and subsidiaries when providing the disclosure throughout the document. Further, the Company has revised the disclosure
on the cover page of the Registration Statement accordingly to clearly disclose (i) that the subsidiaries conduct operations in China,
(ii) that the holding company does not conduct operations and (iii) the entity (including the domicile) in which investors would be purchasing
an interest.

 3. We note your response to prior comment 1 with respect to the Holding Foreign Companies
Accountable Act. Please update such disclosure with respect to the Accelerating Holding Foreign
Companies Accountable Act.

Company Response:
The Company acknowledges the Staff’s comment and has revised the disclosure on the cover page of the Registration Statement accordingly.

 4. We note your revised disclosure in response to prior comment 2 that “[i]n
the reporting periods presented in the Registration Statement, no cash and other asset transfers have occurred among the Company and its
subsidiaries; and no dividends or distributions of a subsidiary have been made to date to
the Company or to investors.” Please revise to state whether any transfers, dividends, or distributions have been made to date and
not just in the reporting periods. If no transfers have been made to the holding company
from the subsidiaries, please explain how you have funded the operations of the holding company to date. In that regard, we note your
disclosure on page 20 that you are a Cayman Islands holding company and you rely principally on dividends and other distributions on equity
from your PRC subsidiaries for your cash requirements. Please also disclose whether any transfers, dividends or distributions have been
made by the holding company to its subsidiaries. With respect to your disclosure regarding transfers, dividends or distributions, provide
cross-references to the consolidated financial statements.

Company Response: The Company acknowledges the Staff’s comment and has revised the disclosure
on the cover page and on pages 5, 6, 22, 23 and 41 of the Registration Statement accordingly.

 5. With respect to your cover page discussion regarding the structure of cash
flows within your organization, please revise such disclosure to clarify the entities that are located or
organized in China or Hong Kong.

Company Response:
The Company acknowledges the Staff’s comment and has revised the disclosure on the cover page and on pages 5 and 41 of the Registration
Statement accordingly.

 6. We note your statement on your prospectus cover page that after foreign investors’ funds enter
CDT Cayman at the close of this offering, the funds can be directly transferred to CDT BVI, then transferred to CDT HK, and then to subordinate
PRC entities through Shenzhen CDT. Please reconcile this statement with (1) your cover page disclosure that you will not be able to use
the proceeds of this offering in China until you complete capital contribution procedures which require prior approval from each of the
respective local counterparts of China’s Ministry of Commerce, the State Administration for Market Regulation, and the State Administration
of Foreign Exchange, (2) your disclosure on page 20 that PRC regulation of loans to and direct investment in PRC entities by offshore
holding companies and governmental control of currency conversion may delay you from using
the proceeds of this offering to make loans or additional capital contributions to your PRC subsidiaries, and (3) your disclosure on page
22 regarding potential restrictions on dividends and distributions due to PRC regulations relating to the establishment of offshore special
purpose companies by PRC residents, including with respect to the status of registration for Yunwu Li, your chief executive officer and
chairman of your board of directors. Please also update your cover page cross-reference regarding remittance procedures. In that regard,
we note that the referenced Use of Proceeds section does not provide detailed disclosure of such remittance procedures.

Company Response: The Company
acknowledges the Staff’s comment and has revised the disclosure on the cover page and on pages 5, 34 and 41 of the Registration
Statement accordingly.

 7. Please update your disclosure on your cover page regarding the Cybersecurity Review
Measures. In that regard, we note your disclosure on page 17 that the Cybersecurity Review Measures became effective on February 15, 2022.

Company Response: The Company
acknowledges the Staff’s comment and has revised the disclosure on the cover page of the Registration Statement accordingly.

Prospectus Summary, page 1

 8. We note your revised disclosure in response to prior comment 3 and reissue the
comment. Please also provide a clear description of how cash is transferred through your organization in your prospectus summary. Quantify
any cash flows and transfers of other assets by type that have occurred between the holding company and its subsidiaries, and direction
of transfer. Quantify any dividends or distributions that a subsidiary has made to the holding
company and which entity made such transfer, and their tax consequences. Similarly quantify dividends or distributions made to U.S. investors,
the source, and their tax consequences. Your disclosure should make clear if no transfers, dividends, or distributions have been made
to date. Describe any restrictions on foreign exchange and your ability to transfer cash between entities, across borders, and to U.S.
investors. Describe any restrictions and limitations on your ability to distribute earnings from the company, including your subsidiaries,
to the parent company and U.S. investors.

Company
Response: The Company acknowledges the Staff’s comment and has revised the disclosure on pages 5 and 6 of the Registration
Statement accordingly.

 9. We note your response to prior comment 5, and we note your disclosure in your
prospectus summary 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. Please revise to provide a cross-reference to the more detailed discussion of this risk in the prospectus.

Company Response: The Company
acknowledges the Staff’s comment and has revised the disclosure on page 8 of the Registration Statement accordingly.

Risks Related to Doing Business in China, page 5

 10. We note your revised disclosure in response to prior comment 6 and reissue
the comment. Please also state in your prospectus summary whether you or your subsidiaries are
covered by permissions requirements from the China Securities Regulatory Commission (CSRC), Cyberspace Administration of China (CAC) or
any other governmental agency that is required to approve your operations, and state affirmatively whether you have received all requisite
permissions or approvals and whether any permissions or approvals have been denied. Please also revise your prospectus summary to disclose
the consequences to you and your investors if you or your subsidiaries (i) do not receive or maintain such permissions or approvals, (ii)
inadvertently conclude that such approvals are not required, or (iii) applicable laws, regulations, or interpretations change and you
are required to obtain approval in the future.

Company Response: The Company
acknowledges the Staff’s comment and has revised the disclosure on page 7 of the Registration Statement accordingly.

Management’s Discussion and Analysis of Financial
Condition and Results of Operations, page 41

 11. We note your response to prior comment 10, and the agreements that you filed as Exhibits
10.14, 10.15 and 10.16. Please disclose any material terms of these agreements, and add risk factor disclosure for any related risks that
are material. For example, we note that the agreement filed as Exhibit 10.14 provides for liquidated damages to be paid by Shenzhen CDT
Environmental Technology Co., Ltd. in certain circumstances.

Company Response: The Company
acknowledges the Staff’s comment and has revised the disclosure on pages 14 and 43 of the Registration Statement accordingly.

***

If you have any questions
or comments concerning these responses, please do not hesitate to contact me by telephone at 86-0755-86667996 or by e-mail at liyunwu@cdthb.cn
or the Company’s counsel by telephone at 305-539-3306 or by email at clayton.parker@klgates.com.

    Sincerely,

    /s/ Yunwu Li

    Yunwu Li, Chief Executive

Officer and Chairman of the

Board of Directors

    cc:

    Clayton E. Parker, K&L Gates LLP

United States securities and exchange commission logo
March 17, 2022
Yunwu Li
Chief Executive Officer and Chairman of the Board of Directors
CDT Environmental Technology Investment Holdings Limited
C1, 4th Floor, Building 1, Financial Base, No. 8 Kefa Road
Nanshan District, Shenzhen, China 518057
Re:CDT Environmental Technology Investment Holdings Limited
Amendment No. 5 to Registration Statement on Form F-1
Filed March 1, 2022
File No. 333-252127
Dear Mr. Li:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our February 15, 2022 letter.
Amendment No. 5 to Registration Statement on Form F-1
Cover Page
1.Please amend the disclosure on your prospectus cover page to state prominently that you
are not a Chinese operating company but a Cayman Islands holding company with
operations conducted by your subsidiaries, and that this structure involves unique risks to
investors.  Please also disclose that investors may never hold equity interests in the
Chinese operating companies.  Your disclosure should acknowledge that Chinese
regulatory authorities could disallow your operating structure, which would likely result in
a material change in your operations and/or a material change in the value of the securities
you are registering for sale, including that it could cause the value of such securities to
significantly decline or become worthless.  Provide a cross-reference to your detailed

 FirstName LastNameYunwu Li
 Comapany NameCDT Environmental Technology Investment Holdings Limited
 March 17, 2022 Page 2
 FirstName LastNameYunwu Li
CDT Environmental Technology Investment Holdings Limited
March 17, 2022
Page 2
discussion of risks facing the company and the offering as a result of this structure.
2.Clearly disclose how you will refer to the holding company and subsidiaries when
providing the disclosure throughout the document so that it is clear to investors which
entity the disclosure is referencing and which subsidiaries are conducting the business
operations.  Refrain from using terms such as "we" or "our" when describing activities or
functions of the operating subsidiaries.  For example, disclose, if true, that your
subsidiaries conduct operations in China, and that the holding company does not conduct
operations.  Disclose clearly the entity (including the domicile) in which investors are
purchasing an interest.
3.We note your response to prior comment 1 with respect to the Holding Foreign
Companies Accountable Act.  Please update such disclosure with respect to the
Accelerating Holding Foreign Companies Accountable Act.
4.We note your revised disclosure in response to prior comment 2 that "[i]n the reporting
periods presented in the Registration Statement, no cash and other asset transfers have
occurred among the Company and its subsidiaries; and no dividends or distributions of a
subsidiary have been made to date to the Company or to investors."  Please revise to
state whether any transfers, dividends, or distributions have been made to date and not just
in the reporting periods.  If no transfers have been made to the holding company from the
subsidiaries, please explain how you have funded the operations of the holding company
to date.  In that regard, we note your disclosure on page 20 that you are a Cayman Islands
holding company and you rely principally on dividends and other distributions on equity
from your PRC subsidiaries for your cash requirements.  Please also disclose whether any
transfers, dividends or distributions have been made by the holding company to its
subsidiaries.  With respect to your disclosure regarding transfers, dividends or
distributions, provide cross-references to the consolidated financial statements.
5.With respect to your cover page discussion regarding the structure of cash flows within
your organization, please revise such disclosure to clarify the entities that are located or
organized in China or Hong Kong.
6.We note your statement on your prospectus cover page that after foreign investors’ funds
enter CDT Cayman at the close of this offering, the funds can be directly transferred to
CDT BVI, then transferred to CDT HK, and then to subordinate PRC entities through
Shenzhen CDT.  Please reconcile this statement with (1) your cover page disclosure that
you will not be able to use the proceeds of this offering in China until you complete
capital contribution procedures which require prior approval from each of the respective
local counterparts of China’s Ministry of Commerce, the State Administration for Market
Regulation, and the State Administration of Foreign Exchange, (2) your disclosure on
page 20 that PRC regulation of loans to and direct investment in PRC entities by offshore
holding companies and governmental control of currency conversion may delay you from
using the proceeds of this offering to make loans or additional capital contributions to
your PRC subsidiaries, and (3) your disclosure on page 22 regarding potential restrictions

 FirstName LastNameYunwu Li
 Comapany NameCDT Environmental Technology Investment Holdings Limited
 March 17, 2022 Page 3
 FirstName LastNameYunwu Li
CDT Environmental Technology Investment Holdings Limited
March 17, 2022
Page 3
on dividends and distributions due to PRC regulations relating to the establishment of
offshore special purpose companies by PRC residents, including with respect to the status
of registration for Yunwu Li, your chief executive officer and chairman of your board of
directors.  Please also update your cover page cross-reference regarding remittance
procedures.  In that regard, we note that the referenced Use of Proceeds section does not
provide detailed disclosure of such remittance procedures.
7.Please update your disclosure on your cover page regarding the Cybersecurity Review
Measures.  In that regard, we note your disclosure on page 17 that the Cybersecurity
Review Measures became effective on February 15, 2022.
Prospectus Summary, page 1
8.We note your revised disclosure in response to prior comment 3 and reissue the comment.
Please also provide a clear description of how cash is transferred through your
organization in your prospectus summary.  Quantify any cash flows and transfers of other
assets by type that have occurred between the holding company and its subsidiaries, and
direction of transfer.  Quantify any dividends or distributions that a subsidiary has made to
the holding company and which entity made such transfer, and their tax consequences.
Similarly quantify dividends or distributions made to U.S. investors, the source, and their
tax consequences.  Your disclosure should make clear if no transfers, dividends, or
distributions have been made to date.  Describe any restrictions on foreign exchange and
your ability to transfer cash between entities, across borders, and to U.S. investors.
Describe any restrictions and limitations on your ability to distribute earnings from the
company, including your subsidiaries, to the parent company and U.S. investors.
9.We note your response to prior comment 5, and we note your disclosure in your
prospectus summary 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.  Please revise to provide a cross-reference to the
more detailed discussion of this risk in the prospectus.
Risks Related to Doing Business in China, page 5
10.We note your revised disclosure in response to prior comment 6 and reissue the
comment.  Please also state in your prospectus summary whether you or your subsidiaries
are covered by permissions requirements from the China Securities Regulatory
Commission (CSRC), Cyberspace Administration of China (CAC) or any other
governmental agency that is required to approve your operations, and state affirmatively
whether you have received all requisite permissions or approvals and whether any
permissions or approvals have been denied.  Please also revise your prospectus summary
to disclose the consequences to you and your investors if you or your subsidiaries (i) do
not receive or maintain such permissions or approvals, (ii) inadvertently conclude that

 FirstName LastNameYunwu Li
 Comapany NameCDT Environmental Technology Investment Holdings Limited
 March 17, 2022 Page 4
 FirstName LastName
Yunwu Li
CDT Environmental Technology Investment Holdings Limited
March 17, 2022
Page 4
such approvals are not required, or (iii) applicable laws, regulations, or interpretations
change and you are required to obtain approval in the future.
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
41
11.We note your response to prior comment 10, and the agreements that you filed as Exhibits
10.14, 10.15 and 10.16.  Please disclose any material terms of these agreements, and add
risk factor disclosure for any related risks that are material.  For example, we note that the
agreement filed as Exhibit 10.14 provides for liquidated damages to be paid by Shenzhen
CDT Environmental Technology Co., Ltd. in certain circumstances.
            You may contact Diane Fritz, Staff Accountant, at 202-551-3331 or Ethan Horowitz,
Accounting Branch Chief, at 202-551-3311 if you have questions regarding comments on the
financial statements and related matters.  Please contact Irene Barberena-Meissner, Staff
Attorney, at 202-551-6548 or Laura Nicholson, Special Counsel, at 202-551-3584 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Hillary O’Rourke, Esq.

CORRESP
1
filename1.htm

March 1, 2022

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

Attn:
Irene Barberena-Meissner

Laura Nicholson

Re:
CDT Environmental Technology Investment Holdings Limited

Amendment No. 4 to Registration Statement on Form F-1

Filed January 19, 2022

File No. 333-252127

Ladies and
Gentlemen:

CDT
Environmental Technology Investment Holdings Limited (the “Company”), hereby provides the following information
in response to the comments received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission
(the “Commission”) in its letter to the Company dated February 15, 2022 (the “Comment Letter”).
The Company’s responses are preceded by a reproduction of the corresponding Staff comments in bold as set forth in the Comment
Letter.

If
the Staff would like hard copies of the Registration Statement on Form F-1 (the “Registration Statement”) as
filed with the Commission on the date hereof, marked against the Registration Statement on Form F-1 as filed with the Commission
on January 19, 2022, please so advise and we would be happy to provide such copies. All page number references contained in the
Company’s responses below correspond to the page numbers in the Registration Statement. Any capitalized terms used herein but
not defined herein shall have the meanings given to them in the Registration Statement.

Amendment
No. 4 to Registration Statement on Form F-1

Cover
Page

 1. Please
                                                                                                                                                              disclose
                                                                                                                                                              here
                                                                                                                                                              whether
                                                                                                                                                              your
                                                                                                                                                              auditor
                                                                                                                                                              is
                                                                                                                                                              subject
                                                                                                                                                              to
                                                                                                                                                              the
                                                                                                                                                              determinations
                                                                                                                                                              announced
                                                                                                                                                              by
                                                                                                                                                              the
                                                                                                                                                              PCAOB
                                                                                                                                                              on
                                                                                                                                                              December
                                                                                                                                                              16,
                                                                                                                                                              2021
                                                                                                                                                              and
                                                                                                                                                              whether
                                                                                                                                                              and
                                                                                                                                                              how
                                                                                                                                                              the
                                                                                                                                                              Holding
                                                                                                                                                              Foreign
                                                                                                                                                              Companies
                                                                                                                                                              Accountable
                                                                                                                                                              Act
                                                                                                                                                              and
                                                                                                                                                              related
                                                                                                                                                              regulations
                                                                                                                                                              will
                                                                                                                                                              affect
                                                                                                                                                              your
                                                                                                                                                              company.
                                                                                                                                                              Also
                                                                                                                                                              revise
                                                                                                                                                              your
                                                                                                                                                              disclosure
                                                                                                                                                              relating
                                                                                                                                                              to
                                                                                                                                                              the
                                                                                                                                                              Holding
                                                                                                                                                              Foreign
                                                                                                                                                              Companies
                                                                                                                                                              Accountable
                                                                                                                                                              Act
                                                                                                                                                              in
                                                                                                                                                              your
                                                                                                                                                              Prospectus
                                                                                                                                                              Summary
                                                                                                                                                              and
                                                                                                                                                              Risk
                                                                                                                                                              Factors
                                                                                                                                                              sections
                                                                                                                                                              accordingly.

Company
Response: The Company acknowledges the Staff’s comment and has revised the disclosure
on the cover page and on pages 6, 7, 17 and 23 of the Registration Statement accordingly.

The
Company’s auditor, Friedman LLP, is not subject to the determinations announced by the PCAOB on December 16, 2021. The Holding
Foreign Companies Accountable Act and related regulations will affect the Company as it will be required to comply with the rules
relating to the implementation of certain disclosure and documentation requirements of the Holding Foreign Companies Accountable
Act if the SEC identifies the Company as having a “non-inspection” year, as defined in the rules. Under the Holding
Foreign Companies Accountable Act, the Company’s securities may be prohibited from trading on the Nasdaq or other U.S. stock exchanges
if the Company’s auditor is not inspected by the PCAOB for three consecutive years, and this ultimately could result in the Company’s
shares being delisted. Furthermore, on June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable
Act, which, if enacted, would amend the Holding Foreign Companies Accountable Act and require the SEC to prohibit an issuer’s
securities from trading on any U.S. stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive years
instead of three consecutive years, meaning the number of non-inspection years would be decreased from three to two, and thus,
would reduce the time before securities may be prohibited from trading or delisted.

 2. Provide
                                                                                                                                                              a
                                                                                                                                                              description
                                                                                                                                                              of
                                                                                                                                                              how
                                                                                                                                                              cash
                                                                                                                                                              is
                                                                                                                                                              transferred
                                                                                                                                                              through
                                                                                                                                                              your
                                                                                                                                                              organization.
                                                                                                                                                              State
                                                                                                                                                              whether
                                                                                                                                                              any
                                                                                                                                                              transfers,
                                                                                                                                                              dividends,
                                                                                                                                                              or
                                                                                                                                                              distributions
                                                                                                                                                              have
                                                                                                                                                              been
                                                                                                                                                              made
                                                                                                                                                              to
                                                                                                                                                              date

United States securities and exchange commission logo
February 15, 2022
Yunwu Li
Chief Executive Officer and Chairman of the Board of Directors
CDT Environmental Technology Investment Holdings Limited
C1, 4th Floor, Building 1, Financial Base, No. 8 Kefa Road
Nanshan District, Shenzhen, China 518057
Re:CDT Environmental Technology Investment Holdings Limited
Amendment No. 4 to Registration Statement on Form F-1
Filed January 19, 2022
File No. 333-252127
Dear Mr. Li:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our October 8, 2021 letter.
Amendment No. 4 to Registration Statement on Form F-1
Cover Page
1.Please disclose here whether your auditor is subject to the determinations announced by
the PCAOB on December 16, 2021 and whether and how the Holding Foreign Companies
Accountable Act and related regulations will affect your company.  Also revise your
disclosure relating to the Holding Foreign Companies Accountable Act in your Prospectus
Summary and Risk Factors sections accordingly.
2.Provide a description of how cash is transferred through your organization.  State whether
any transfers, dividends, or distributions have been made to date between the holding
company and its subsidiaries, or to investors, and quantify the amounts where applicable.
We note your disclosure on page 18.

 FirstName LastNameYunwu Li
 Comapany NameCDT Environmental Technology Investment Holdings Limited
 February 15, 2022 Page 2
 FirstName LastNameYunwu Li
CDT Environmental Technology Investment Holdings Limited
February 15, 2022
Page 2
Prospectus Summary, page 1
3.Provide a clear description of how cash is transferred through your organization. Quantify
any cash flows and transfers of other assets by type that have occurred between the
holding company and its subsidiaries, and direction of transfer.  Quantify any dividends or
distributions that a subsidiary has made to the holding company and which entity made
such transfer, and their tax consequences.  Similarly quantify dividends or distributions
made to U.S. investors, the source, and their tax consequences.  Your disclosure should
make clear if no transfers, dividends, or distributions have been made to date.  Describe
any restrictions on foreign exchange and your ability to transfer cash between entities,
across borders, and to U.S. investors.  Describe any restrictions and limitations on your
ability to distribute earnings from the company, including your subsidiaries, to the parent
company and U.S. investors.
Risks Related to Doing Business in China, page 5
4.We note your revisions in response to prior comment 2.  Please revise to specifically
discuss 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
your ordinary shares.
5.With respect to each of the risks that your corporate structure and being based in or having
the majority of the company's operations in China poses to investors, please ensure that
you have included a cross-reference to the more detailed discussion of these risks in the
prospectus.  For example, we note that some of the relevant risk factor captions are not
referenced in your prospectus summary.
6.We note your disclosure that while you believe the Company is currently not required to
obtain permission from any Chinese authorities to operate or to issue ordinary shares to
foreign investors, and you and your subsidiaries are not required to obtain permission or
approval relating to your ordinary shares from PRC authorities, there are risks that such
actions could require permission or consent from various PRC authorities.  Please also
state in this section whether you or your subsidiaries are covered by permissions
requirements from the China Securities Regulatory Commission (CSRC), Cyberspace
Administration of China (CAC) or any other governmental agency that is required to
approve your operations, and state affirmatively whether you have received all requisite
permissions or approvals and whether any permissions or approvals have been denied.
Revise to disclose the consequences to you and your investors if you or your subsidiaries
(i) do not receive or maintain such permissions or approvals, (ii) inadvertently conclude
that such approvals are not required, or (iii) applicable laws, regulations, or interpretations
change and you are required to obtain approval in the future.

 FirstName LastNameYunwu Li
 Comapany NameCDT Environmental Technology Investment Holdings Limited
 February 15, 2022 Page 3
 FirstName LastNameYunwu Li
CDT Environmental Technology Investment Holdings Limited
February 15, 2022
Page 3
Risk Factors
Our dependence on a limited number of customers could adversely affect our business and
results of operations, page 10
7.You disclose that for the six months ended June 30, 2021, one customer accounted for
57.8% of your total revenues.  Please revise to provide a more detailed description of your
relationship with this customer and whether such relationship involves long term
agreements or arrangements.  Please describe the material terms of any such agreements
or arrangements.  To the extent you are substantially dependent on any agreement with
this customer, file the agreement as an exhibit.  If you believe you are not substantially
dependent on any such agreement, please explain why.  Refer to Item 8 of Form F-1 and
Item 601(b)(10) of Regulation S-K.
We primarily rely on a limited number of vendors, and the loss of any such vendor could harm
our business, page 10
8.We reissue prior comment 4.  You stated in your prior response letter dated August 26,
2021 that you intended to more fully describe your relationship with Shanghai Junqiang in
the last amendment.  However, this disclosure is not included in the prospectus.  Please
revise to provide a more detailed description of your relationship with this supplier,
including which types of products are supplied, and whether such relationship involves
long term agreements or arrangements.  Please also describe the material terms of any
such agreements or arrangements.
The recent joint statement by the SEC and PCAOB, proposed rule changes submitted by Nasdaq,
page 21
9.We note your disclosure about the Holding Foreign Companies Accountable Act.  Please
expand your risk factors to disclose that the United States Senate has passed the
Accelerating Holding Foreign Companies Accountable Act, which, if enacted, would
decrease the number of “non-inspection years” from three years to two years, and thus,
would reduce the time before your securities may be prohibited from trading or delisted.
Update your disclosure to reflect that the Commission adopted rules to implement the
HFCAA and that, pursuant to the HFCAA, the PCAOB has issued its report notifying the
Commission of its determination that it is unable to inspect or investigate completely
accounting firms headquartered in mainland China or Hong Kong.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Overview, page 38
10.We note your disclosure that you have secured an agreement in April 2021 to undertake
the comprehensive treatment project of water bodies that do not meet the standards in
Wuxiang and Danan Lianwei watersheds in Zhongshan City (the “Zhongshan Project”)
and the total contracted amount of this project is RMB 180 million (approximately $27.86
million).  We further note your disclosure that as of date of the prospectus, you have

 FirstName LastNameYunwu Li
 Comapany NameCDT Environmental Technology Investment Holdings Limited
 February 15, 2022 Page 4
 FirstName LastNameYunwu Li
CDT Environmental Technology Investment Holdings Limited
February 15, 2022
Page 4
three projects in backlog that were signed and commenced in 2021 and the total
contracted amount of the three projects is approximately RMB 326.3 million ($50.5
million).  Please file executed copies of the agreements for the Zhongshan Project and the
three projects that were signed and commenced in 2021 as exhibits or tell us why you
believe they are not required to be filed.  Refer to Item 8 of Form F-1 and Item 601(b)(10)
of Regulation S-K.
Liquidity and Capital Resources
Accounts Receivable, page 47
11.We note your disclosure that your accounts receivable decreased by approximately $3.0
million during the six months ended June 30, 2021 mainly due to an increase in the
provision of allowance for doubtful accounts as you experienced longer collection cycles
as a result of the negative impact of the COVID-19 pandemic.  We also note your
disclosures on page F-21 that you recorded additions to your allowance for doubtful
accounts of $0.2 million during the six months ended June 30, 2021.  Please revise your
disclosure to reconcile this difference.  In addition, explain how the amounts presented in
your footnotes reconcile to the amount show within the line item for Provision for
doubtful accounts within your Statements of Cash Flows.
Management
Compensation of Directors and Executive Officers, page 77
12.Please revise to provide executive compensation disclosure for the fiscal year ended
December 31, 2021. Refer to Item 6.B. of Form 20-F.
Related Party Transactions, page 78
13.Please revise to provide related party transactions disclosure for the fiscal year ended
December 31, 2021.  Refer to Item 7.B. of Form 20-F.
Consolidated Financial Statements, page F-1
14.We note your filing includes audited financial statements that are older than 12 months.
Please update your financial statements pursuant to Item 8.A.4 of Form 20-F or provide
the appropriate representations in an exhibit.  Refer to instruction 2 to Item 8.A.4.
Signatures, page II-5
15.Please ensure that your signature page is dated concurrent with the date you file your
amendment.

 FirstName LastNameYunwu Li
 Comapany NameCDT Environmental Technology Investment Holdings Limited
 February 15, 2022 Page 5
 FirstName LastName
Yunwu Li
CDT Environmental Technology Investment Holdings Limited
February 15, 2022
Page 5
            You may contact Diane Fritz, Staff Accountant, at 202-551-3331 or Ethan Horowitz,
Accounting Branch Chief, at 202-551-3311 if you have questions regarding comments on the
financial statements and related matters.  Please contact Irene Barberena-Meissner, Staff
Attorney, at 202-551-6548 or Laura Nicholson, Special Counsel, at 202-551-3584 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Matthew Ogurick, Esq.

United States securities and exchange commission logo
October 8, 2021
Yunwu Li
Chief Executive Officer and Chairman of the Board of Directors
CDT Environmental Technology Investment Holdings Limited
C1, 4th Floor, Building 1, Financial Base, No. 8 Kefa Road
Nanshan District, Shenzhen, China 518057
Re:CDT Environmental Technology Investment Holdings Limited
Amendment No. 3 to Registration Statement on Form F-1
Filed September 24, 2021
File No. 333-252127
Dear Mr. Li:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our September 10, 2021 letter.
Amendment No, 3 to Registration Statement on Form F-1
Cover Page
1.We note your revisions in response to prior comment 1.  Please revise to make clear
whether these risks could result in a material change in your operations and/or the value of
your ordinary shares or 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.
Prospectus Summary, page 1
2.We note your revisions in response to prior comment 2 and reissue the comment.  In your
summary of risk factors, disclose the risks that being based in and having the majority of

 FirstName LastNameYunwu Li
 Comapany NameCDT Environmental Technology Investment Holdings Limited
 October 8, 2021 Page 2
 FirstName LastNameYunwu Li
CDT Environmental Technology Investment Holdings Limited
October 8, 2021
Page 2
the company’s operations in China poses to investors.  In particular, describe the
significant regulatory, liquidity, and enforcement risks with 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 your ordinary shares.  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.
3.We note your disclosure on page 15 in response to prior comment 3 that you are currently
not required to obtain permission from any Chinese authorities to operate, or to issue your
Ordinary Shares to foreign investors.  We also note your disclosure that you and your
subsidiaries are not required to obtain permission or approval relating to your Ordinary
Shares from PRC authorities, including the China Securities Regulatory Commission and
the CAC, for your subsidiaries’ operations, nor have you or your subsidiaries received any
denial for your subsidiaries’ operations with respect to this offering.  Please also include
this disclosure in your prospectus summary.   Please also reconcile such disclosure in this
risk factor with your disclosure on page 25 that the approval of the China Securities
Regulatory Commission may be required in connection with this offering under PRC law.
Risk Factors
We primarily rely on a limited number of vendors, and the loss of any such vendor could harm
our business, page 10
4.You stated in your prior response letter dated August 26, 2021 that you intended to more
fully describe your relationship with Shanghai Junqiang in this amendment.  However,
this disclosure is not included in this amendment.  Please revise to provide a more detailed
description of your relationship with this supplier, including which types of products are
supplied, and whether such relationship involves long term agreements or arrangements.
Please also describe the material terms of any such agreements or arrangements.
Risks Related to Doing Business in China, page 15
5.Please revise to include a separate risk factor addressing 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 ordinary shares.  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, in this risk factor, acknowledge the risk that any such action could

 FirstName LastNameYunwu Li
 Comapany NameCDT Environmental Technology Investment Holdings Limited
 October 8, 2021 Page 3
 FirstName LastName
Yunwu Li
CDT Environmental Technology Investment Holdings Limited
October 8, 2021
Page 3
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 note your related disclosure on page 15.
            You may contact Diane Fritz, Staff Accountant, at 202-551-3331 or Ethan Horowitz,
Accounting Branch Chief, at 202-551-3311 if you have questions regarding comments on the
financial statements and related matters.  Please contact Irene Barberena-Meissner, Staff
Attorney, at 202-551-6548 or Laura Nicholson, Special Counsel, at 202-551-3584 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Matthew Ogurick, Esq.

CORRESP
1
filename1.htm

CDT Environmental Technology Investment Holdings
Limited

C1, 4th Floor, Building 1, Financial Base, No. 8 Kefa Road

Nanshan District, Shenzhen, China 518057

September 24, 2021

VIA EDGAR and FACSIMILE

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Energy and Transportation

100 F. Street, N.W.

Mail Stop 6010/3561

Washington, DC 20549

    Attention:
    Irene Barberena-Meissner, Staff Attorney

    Laura Nicholson, Special Counsel

    Diane Fritz, Staff Accountant

    Ethan Horowitz, Accounting Branch Chief

    RE:
    Amendment No. 2 to Registration Statement on Form F-1 (the “Registration Statement”)

    Response Dated August 26, 2021

    File No. 333-252127

Dear Ms. Barbarena-Meissner:

CDT Environmental Technology Investment Holdings Limited, (the “Company”)
confirms receipt of the letter dated September 10, 2021 from the staff (the “Staff”) of the Securities and Exchange
Commission (the “Commission”) with respect to the above-referenced filing. We are responding to the Staff’s comments
as set forth below. The Staff’s comments are set forth below, followed by the Company’s response in bold:

Response Dated August 26, 2021

Cover Page

COMMENT 1. Provide prominent disclosure about the legal and operational
risks associated with being based in and having the majority of the company’s operations in China. Your disclosure should make clear
whether these risks could result in a material change in your operations and/or the value of your ordinary shares or 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. Your disclosure should address how recent statements and regulatory actions by China’s government,
such as those related to the use of variable interest entities and data security or anti-monopoly concerns, has or may impact the company’s
ability to conduct its business, accept foreign investments, or list on an U.S. or other foreign exchange. Your prospectus summary should
address, but not necessarily be limited to, the risks highlighted on the prospectus cover page.

    1

RESPONSE:

We have amended the Registration
Statement (“Amendment No. 3”) to include responsive disclosure. Specifically, we have disclosed that we currently conduct
all of our operations in, and all of our revenue is generated in, the PRC. Accordingly, changes in economic, political, and legal environments
in the PRC can significantly affect our business, including financial condition, results of operations, and business prospects. Policies,
regulations, rules, and the enforcement of laws of the Chinese government can have significant effects on economic conditions in the PRC
and therefore, corporate profitability. Our profitability in the PRC may be adversely affected by changes in policies, regulations, rules,
and the enforcement of laws by the Chinese government, which changes may be announced or implemented with little or no advance notice.

Recently, the Chinese government
promulgated a series of statements and actions to regulate business operations in China with limited advance notice, including cracking
down on illegal activities in the securities market, enhancing supervision over China-based companies listed overseas using variable interest
entity structures, adopting new measures to extend the scope of cybersecurity reviews, and expanding efforts with respect to anti-monopoly
enforcement.

We are not subject to cybersecurity
review with the CAC if Cybersecurity Review Measures (Draft Revision for Comment) become effective as published, because all of our customers
in China are corporate customers, rather than individuals. As a result, we do not currently have over one million users’ personal
information and do not anticipate that we will be collecting over one million users’ personal information in the foreseeable future,
which we understand might otherwise subject us to the Cybersecurity Review Measures (Draft Revision for Comment). Since these statements
and regulatory actions are relatively new, it is highly uncertain how soon legislative or administrative regulation-making bodies will
respond. New laws or regulations may be implemented, and existing laws or regulations, or the interpretation and enforcement of existing
laws and regulations, may be modified, and it is unclear what potential impact these changes might have on our daily business operations,
ability to accept foreign investments, or obtain and maintain listing on a U.S. exchange.

Prospectus Summary, page 1

COMMENT 2. In your summary of risk factors, disclose the risks that
being based in and having the majority of the company’s operations in China poses to investors. In particular, describe the significant
regulatory, liquidity, and enforcement risks with 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 your ordinary shares. 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.

    2

RESPONSE:

Amendment No. 3 includes
the responsive disclosure in response to the Staff’s comment. Specifically, we disclosed that we are based in, and the majority
of the Company’s operations are located in, China. Our ability to operate in China may be impaired by changes in Chinese laws and
regulations, including those relating to taxation, environmental regulation, restrictions on foreign investment, and other matters. The
central Chinese government or local governments having jurisdiction within China may impose new, stricter regulations, or interpretations
of existing regulations, that would require additional expenditures and efforts on our part to ensure our compliance with such regulations
or interpretations. As such, the Company’s subsidiaries in the PRC may be subject to governmental and regulatory interference in
the provinces in which they operate. The Company could also be subject to regulation by various political and regulatory entities, including
local and municipal agencies and other governmental subdivisions. The Company may incur increased costs necessary to comply with existing
and future laws and regulations or penalties for any failure to comply. Further, it is uncertain when and whether we will be required
to obtain permission from the PRC government to list on U.S. exchanges in the future, and even if such permission is obtained, whether
it will be later denied or rescinded.

Further, we have disclosed
that the Company and its PRC subsidiaries are currently not required to obtain permission from any Chinese authorities and have not received
any notice of denial of permission to list on any U.S. exchange. However, the Company’s operations could be adversely affected,
directly or indirectly, by existing or future laws and regulations relating to its business or industry, particularly in the event permission
to list on U.S. exchanges becomes required, or if such permission may be withheld or rescinded once granted.

Accordingly, the Chinese
government’s actions in the future, including any decision to intervene in or influence our operations at any time or to exert control
over an offering of securities conducted overseas and/or foreign investment in China-based issuers, may cause the Company to make material
changes to our operations, may limit or completely hinder our ability to offer or continue to offer securities to investors, and/or may
cause the value of such securities to significantly decline or be worthless.

COMMENT 3. Disclose each permission that you
or your subsidiaries are required to obtain from Chinese authorities to operate and issue these securities to foreign investors. State
whether you or your subsidiaries are covered by permissions requirements from the CSRC, CAC or any other entity that is required to approve
of the company’s operations, and state affirmatively whether you have received all requisite permissions and whether any permissions
have been denied. We note your disclosure on page 22 that the approval of the China Securities Regulatory Commission, or the CSRC, may
be required in connection with this offering under PRC law.

    3

RESPONSE:

Amendment No. 3 includes responsive disclosure
in response to the Staff’s comment. Specifically, we disclose that the Company is currently not required to obtain permission from
any Chinese authorities to operate, or to issue our Ordinary Shares to foreign investors. In addition, we and our subsidiaries are not
required to obtain permission or approval relating to our Ordinary Shares from PRC authorities, including the China Securities Regulatory
Commission andthe CAC, for our subsidiaries’ operations, nor have we or our subsidiaries received any denial for our subsidiaries’
operations with respect to this offering. Recently, however, the General Office of the Central Committee of the Communist Party of China
and the General Office of the State Council jointly issued the “Opinions on Severely Cracking Down on Illegal Securities Activities
According to Law” (the “Opinions”), which were made available to the public on July 6, 2021. The Opinions emphasized
the need to strengthen administration over illegal securities activities and the need to strengthen supervision with respect to overseas
listings of Chinese companies. Certain measures, such as promoting effective regulatory systems, will be implemented to address the risks
involved with the overseas listing of Chinese firms, cybersecurity, data privacy protection requirements, and other similar matters. The
Opinions and any related implementing rules to be enacted may subject us to compliance requirements in the future. Given the current regulatory
environment in the PRC, we are still subject to the uncertainty of different interpretation and enforcement of the rules and regulations
in the PRC adverse to us, which may be announced or implemented with little or no advance notice.

COMMENT 4. Disclose that trading in your securities
may be prohibited under the Holding Foreign Companies Accountable Act if the PCAOB determines that it cannot inspect or fully investigate
your auditor, and that as a result an exchange may determine to delist your securities.

RESPONSE:

The registration statement/prospectus has been
revised to include responsive disclosure, which discloses that the Company’s auditor, Friedman LLP, is PCAOB registered and based
in New York, New York. Under the Holding Foreign Companies Accountable Act, the PCAOB is permitted to inspect the Company’s independent
public accounting firm. However, we have disclosed under “Prospectus Summary” and under Risk Factors that, if the PCAOB later
determined that it cannot inspect or fully investigate our auditor, trading in our securities may be prohibited under the HFCAA, and,
as a result, Nasdaq may determine to delist our securities.

    4

Risk Factors

Risks Related to Doing Business in China, page 15

COMMENT 5. Given the Chinese government’s significant oversight
and discretion over the conduct of your business, please revise to separately highlight 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 ordinary
shares. 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.

RESPONSE:

Amendment No. 3 includes responsive disclosure
in response to the Staff’s comment. Specifically, we disclose that the Chinese government has exercised and continues to exercise
substantial control over virtually every sector of the Chinese economy through regulation and state ownership. Our ability to operate
in China may be impaired by changes in laws and regulations in the PRC. The PRC government recently promulgated a series of new statements
and actions to regulate business operations in China.

Further, it is uncertain
when and whether we will be required to obtain permission from the PRC government to list on U.S. exchanges in the future, and even if
such permission is obtained, whether it will be later denied or rescinded. Our Company and our PRC subsidiaries are currently not required
to obtain permission from any Chinese authorities and have not received any notice of denial of permission to list on any U.S. exchange.
However, our operations could be adversely affected, directly or indirectly, by existing or future laws and regulations relating to our
business or industry, particularly in the event permission to list on U.S. exchanges becomes required, or if such permission may be withheld
or rescinded once granted.

Governmental actions in China, including any decision
to intervene or influence our operations at any time or to exert control over an offering of securities conducted overseas and/or foreign
investment in China-based issuers, may cause us to make material changes to our operations, may limit or completely hinder our ability
to offer or continue to offer securities to investors, and/or may cause the value of such securities to significantly decline or be worthless.

COMMENT 6. In light of recent events indicating greater oversight
by the Cyberspace Administration of China over data security, particularly for companies seeking to list on a foreign exchange, please
revise your disclosure to explain how this oversight impacts your business and your offering and to what extent you believe that you are
compliant with the regulations or policies that have been issued by the CAC to date.

    5

RESPONSE:

Amendment No. 3 includes
responsive disclosure in response to the Staff’s comment. Specifically, we disclose that on July 10, 2021, the CAC published the
Circular on Seeking Comments on Cybersecurity Review Measures (Revised Draft for Comments) (the “Review Measures Draft”),
which provides that, in addition to critical information infrastructure operators (“CIIOs”) that intend to purchase Internet
products and services, data processing operators engaging in data processing activities that affect or may affect national security must
be subject to cybersecurity review by the Cybersecurity Review Office of the PRC. According to the Review Measures Draft, a cybersecurity
review assesses potential national security risks that may arise in connection with any procurement, data processing, or overseas listing.
The Review Measures Draft further requires that CIIOs and data processing operators that possess personal data of at least one million
users must apply for a review by the Cybersecurity Review Office of the PRC before listing in a foreign country. The deadline for public
comments on the Review Measures Draft was July 25, 2021.

We further disclose that
as of the date of t

CORRESP
1
filename1.htm

September 24, 2021

Yunwu Li

Chief Executive Officer and Chairman of the Board of Directors

CDT Environmental Technology Investment Holdings Limited

C1, 4th Floor, Building 1, Financial Base, No. 8 Kefa Road

Nanshan District, Shenzhen, China 518057

Re:
CDT Environmental Technology Investment Holdings Limited

Amendment No. 2 to Registration Statement on Form F-1

Response Dated August 26, 2021

File No. 333-252127

Dear Mr. Li:

We have reviewed your amended registration
statement and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand
your disclosure.

Please respond to this letter by amending
your registration statement and providing the requested information. If you do not believe our comments apply to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your
registration statement and the information you provide in response to these comments, we may have additional comments.

Response Dated August 26, 2021

Cover Page

1. Provide prominent disclosure about the legal and operational risks associated
with being based in and having the majority of the company’s operations in China. Your disclosure should make clear whether these
risks could result in a material change in your operations and/or the value of your ordinary shares or 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. Your disclosure should address how recent statements and regulatory actions by China’s government, such as those
related to the use of variable interest entities and data security or anti-monopoly concerns, has or may impact the company’s ability
to conduct its business, accept foreign investments, or list on an U.S. or other foreign exchange. Your prospectus summary should address,
but not necessarily be limited to, the risks highlighted on the
prospectus cover page.

Yunwu Li

CDT Environmental Technology Investment Holdings Limited

September 24, 2021

Page 2

Prospectus Summary, page 1

2. In your summary of risk factors, disclose the risks that being based in
and having the majority of the company’s operations in China poses to investors. In particular, describe the significant regulatory,
liquidity, and enforcement risks with 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 your ordinary shares. 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.

3. Disclose each permission that you or your subsidiaries are required to
obtain from Chinese authorities to operate and issue these securities to foreign investors. State whether you or your subsidiaries are
covered by permissions requirements from the CSRC, CAC or any other entity that is required to approve of the company’s operations,
and state affirmatively whether you have received all requisite permissions and whether any permissions have been denied. We note your
disclosure on page 22 that the approval of the China Securities Regulatory Commission, or the CSRC, may be required in connection with
this offering under PRC law.

4. Disclose that trading in your securities may be prohibited under the Holding
Foreign Companies Accountable Act if the PCAOB determines that it cannot inspect or fully investigate your auditor, and that as a result
an exchange may determine to delist your securities.

Risk Factors

Risks Related to Doing Business in China, page 15

5. Given the Chinese government’s significant oversight and discretion
over the conduct of your business, please revise to separately highlight 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 ordinary shares. 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.

Yunwu Li

CDT Environmental Technology Investment Holdings Limited

September 24, 2021

Page 3

6. In light of recent events indicating greater oversight by the Cyberspace
Administration of China over data security, particularly for companies seeking to list on a foreign exchange, please revise your disclosure
to explain how this oversight impacts your business and your offering and to what extent you believe that you are compliant with the regulations
or policies that have been issued by the CAC to date.

You may contact Diane Fritz, Staff Accountant,
at 202-551-3331 or Ethan Horowitz, Accounting Branch Chief, at 202-551-3311 if you have questions regarding comments on the financial
statements and related matters. Please contact Irene Barberena-Meissner, Staff Attorney, at 202-551-6548 or Laura Nicholson, Special Counsel
at 202-551-3584 with any other questions.

    Sincerely,

    Division of Corporation Finance

    Office of Energy & Transportation

cc:	Matthew Ogurick, Esq.

United States securities and exchange commission logo
September 10, 2021
Yunwu Li
Chief Executive Officer and Chairman of the Board of Directors
CDT Environmental Technology Investment Holdings Limited
C1, 4th Floor, Building 1, Financial Base, No. 8 Kefa Road
Nanshan District, Shenzhen, China 518057
Re:CDT Environmental Technology Investment Holdings Limited
Amendment No. 2 to Registration Statement on Form F-1
Response Dated August 26, 2021
File No. 333-252127
Dear Mr. Li:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Response Dated August 26, 2021
Cover Page
1.Provide prominent disclosure about the legal and operational risks associated with being
based in and having the majority of the company’s operations in China.  Your disclosure
should make clear whether these risks could result in a material change in your operations
and/or the value of your ordinary shares or 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.  Your disclosure should address how
recent statements and regulatory actions by China’s government, such as those related to
the use of variable interest entities and data security or anti-monopoly concerns, has or
may impact the company’s ability to conduct its business, accept foreign investments, or
list on an U.S. or other foreign exchange.  Your prospectus summary should address, but

 FirstName LastNameYunwu Li
 Comapany NameCDT Environmental Technology Investment Holdings Limited
 September 10, 2021 Page 2
 FirstName LastNameYunwu Li
CDT Environmental Technology Investment Holdings Limited
September 10, 2021
Page 2
not necessarily be limited to, the risks highlighted on the prospectus cover page.
Prospectus Summary, page 1
2.In your summary of risk factors, disclose the risks that being based in and having the
majority of the company’s operations in China poses to investors.  In particular, describe
the significant regulatory, liquidity, and enforcement risks with 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 your ordinary shares.
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.
3.Disclose each permission that you or your subsidiaries are required to obtain from Chinese
authorities to operate and issue these securities to foreign investors.  State whether you or
your subsidiaries are covered by permissions requirements from the CSRC, CAC or any
other entity that is required to approve of the company’s operations, and state
affirmatively whether you have received all requisite permissions and whether any
permissions have been denied. We note your disclosure on page 22 that the approval of
the China Securities Regulatory Commission, or the CSRC, may be required in
connection with this offering under PRC law.
4.Disclose that trading in your securities may be prohibited under the Holding Foreign
Companies Accountable Act if the PCAOB determines that it cannot inspect or fully
investigate your auditor, and that as a result an exchange may determine to delist your
securities.
Risk Factors
Risks Related to Doing Business in China, page 15
5.Given the Chinese government’s significant oversight and discretion over the conduct of
your business, please revise to separately highlight 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 ordinary shares.  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

 FirstName LastNameYunwu Li
 Comapany NameCDT Environmental Technology Investment Holdings Limited
 September 10, 2021 Page 3
 FirstName LastName
Yunwu Li
CDT Environmental Technology Investment Holdings Limited
September 10, 2021
Page 3
cause the value of such securities to significantly decline or be worthless.
6.In light of recent events indicating greater oversight by the Cyberspace Administration of
China over data security, particularly for companies seeking to list on a foreign exchange,
please revise your disclosure to explain how this oversight impacts your business and your
offering and to what extent you believe that you are compliant with the regulations or
policies that have been issued by the CAC to date.
            You may contact Diane Fritz, Staff Accountant, at 202-551-3331 or Ethan Horowitz,
Accounting Branch Chief, at 202-551-3311 if you have questions regarding comments on the
financial statements and related matters.  Please contact Irene Barberena-Meissner, Staff
Attorney, at 202-551-6548 or Laura Nicholson, Special Counsel at 202-551-3584 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Matthew Ogurick, Esq.

CORRESP
1
filename1.htm

CDT Environmental Technology Investment Holdings
Limited

C1, 4th Floor, Building 1, Financial Base, No. 8 Kefa Road

Nanshan District, Shenzhen, China 518057

August 26, 2021

VIA EDGAR and FACSIMILE

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Energy and Transportation

100 F. Street, N.W.

Mail Stop 6010/3561

Washington, DC 20549

    Attention:

    Irene
    Barberena-Meissner, Staff Attorney

    Laura
    Nicholson, Special Counsel

    Diane Fritz, Staff Accountant

    Ethan Horowitz, Accounting Branch Chief

RE: Amendment No. 2 to Registration Statement on Form F-1 Filed June 25,
2021

       File No. 333-252127

Dear Ms. Barbarena-Meissner:

CDT Environmental Technology Investment Holdings Limited (the “Company”)
confirms receipt of the letter dated July 29, 2021 from the staff (the “Staff”) of the Securities and Exchange Commission
(the “Commission”) with respect to the above-referenced filing. We are responding to the Staff’s comments as
set forth below. The Staff’s comments are set forth below, followed by the Company’s response in bold:

Amendment No. 2 to Registration Statement on Form F-1

Risk Factors

We primarily rely on a limited number of vendors, and the loss of any
such vendor could harm our business, page 10.

 1. You disclose that for the year ended December 31, 2020, one vendor accounted for 58.6% of your
total purchases. Please revise to provide a more detailed description of your relationship with this vendor, including which types of
products are supplied, and whether such relationship involves long term agreements or arrangements. Please describe the material terms
of any such agreements or arrangements. To the extent you are substantially dependent on any agreement or arrangement with this vendor,
file the agreement as an exhibit. If you believe you are not substantially dependent on the agreements, please explain why. Refer to Item
8(a) of Form F-1 and Item 601(b)(10) of Regulation S-K.

RESPONSE: Junqiang Environmental Technology Co., Ltd (“Shanghai
Junqiang”) is one of the multiple suppliers that passed our assessment. Shanghai Junqiang supplies off-the-shelf PVC tubes, bellows,
and other parts used in inspection wells and septic tanks. We can easily find a replacement even if we lose Shanghai Junqiang as a supplier.
We have not entered into any long-term agreements or arrangements with Shanghai Junqiang. We chose Shanghai Junqiang as our supplier in
the rural sewage treatment projects in the Qiongzhong County, Hainan Province in 2020. The decision was based on compressive consideration
of multiple factors including pricing, location, delivery terms and line of credit, etc. Due to the negative impact of Covid-19 in 2020,
many projects faced a temporary shut down and the total procurement amount decreased. However, the projects that Shanghai Junqiang was
involved in were less affected and thus resulting in Shanghai Junqiang accounting for a large percentage in the total purchases. We do
not believe we are substantially dependent on this supplier. The Company intends to more fully describe its relationship with this supplier
with the information set forth above in Amendment No. 3 of its Registration Statement on Form F-1.

We
trust that this response satisfactorily responds to your request. Should you require further information, please contact our legal counsel
Matthew Ogurick at 212-536-4085.

    Very truly yours,

    /s/ Yunwu Li

    Yunwu Li

    Chief Executive Officer and Chairman

cc:   Matthew Ogurick, Esq.

United States securities and exchange commission logo
July 29, 2021
Yunwu Li
Chief Executive Officer and Chairman of the Board of Directors
CDT Environmental Technology Investment Holdings Limited
C1, 4th Floor, Building 1, Financial Base, No. 8 Kefa Road
Nanshan District, Shenzhen, China 518057
Re:CDT Environmental Technology Investment Holdings Limited
Amendment No. 2 to Registration Statement on Form F-1
Filed June 25, 2021
File No. 333-252127
Dear Mr. Li:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Amendment No. 2 to Registration Statement on Form F-1
Risk Factors
We primarily rely on a limited number of vendors, and the loss of any such vendor could harm
our business, page 10
1.You disclose that for the year ended December 31, 2020, one vendor accounted for 58.6%
of your total purchases.  Please revise to provide a more detailed description of your
relationship with this vendor, including which types of products are supplied, and whether
such relationship involves long term agreements or arrangements.  Please describe the
material terms of any such agreements or arrangements.  To the extent you are
substantially dependent on any agreement or arrangement with this vendor, file the
agreement as an exhibit.  If you believe you are not substantially dependent on the
agreements, please explain why.  Refer to Item 8(a) of Form F-1 and Item 601(b)(10) of

 FirstName LastNameYunwu Li
 Comapany NameCDT Environmental Technology Investment Holdings Limited
 July 29, 2021 Page 2
 FirstName LastName
Yunwu Li
CDT Environmental Technology Investment Holdings Limited
July 29, 2021
Page 2
Regulation S-K.
            You may contact Diane Fritz, Staff Accountant, at 202-551-3331 or Ethan Horowitz,
Accounting Branch Chief, at 202-551-3311 if you have questions regarding comments on the
financial statements and related matters.  Please contact Irene Barberena-Meissner, Staff
Attorney, at 202-551-6548 or Laura Nicholson, Special Counsel, at 202-551-3584 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Matthew Ogurick, Esq.

CORRESP
1
filename1.htm

November 27, 2020

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F. Street, N.E.

Washington,
D.C. 20549

    Attn:
    Irene
    Barberena-Meissner

    Laura
    Nicholson

    Re:
    CDT
    Environmental Technology Investment Holdings Limited

    Amendment
    No. 2 to Draft Registration Statement on Form F-1

    Submitted
    September 23, 2020

    CIK
    No: 0001793895

Ladies
and Gentlemen:

CDT
Environmental Technology Investment Holdings Limited (the “Company”), hereby provides the following information
in response to the comments received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission
(the “Commission”) in its letter to the Company dated October 20, 2020 (the “Comment Letter”).
The Company’s responses are preceded by a reproduction of the corresponding Staff comments in bold as set forth in the Comment
Letter.

If
the Staff would like hard copies of the Draft Registration Statement on Form F-1 (the “Registration Statement”)
as confidentially submitted to the Commission on the date hereof, marked against the Draft Registration Statement on Form F-1
as confidentially submitted to the Commission on September 23, 2020, please so advise and we would be happy to provide such copies.
All page number references contained in the Company’s responses below correspond to the page numbers in the Registration
Statement. Any capitalized terms used herein but not defined herein shall have the meanings given to them in the Registration
Statement.

Amendment
No. 2 to Draft Registration Statement on Form F-1

Use
of Proceeds, page 27

    1.
    We
    note your disclosure that you intend to use a portion of the proceeds from this offering for potential mergers and acquisitions
    of subsidiaries. If applicable, please revise to provide disclosure required by Item 3.C of Form 20-F regarding the acquisition
    of assets and the acquisition of other businesses.

Company Response: The
Company acknowledges the Staff’s comment and has revised the disclosure on pages 7, 21, 27 and 41 of the Registration Statement
accordingly to reflect that no definitive merger or acquisition or targets have been identified.

Management

Directors
and Executive Officers, page 58

    2.
    Please
    expand the biographical description for your director, Harry D. Schulman, to identify the positions held and the principal
    employers during the past five years, eliminating any gaps or ambiguities with regard to time. In this regard we note his
    biographical description contains a gap prior to November 2016.

Company Response: The
Company acknowledges the Staff’s comment and has revised the disclosure on page 63 of the Registration Statement accordingly.

***

If
you have any questions or comments concerning these responses, please do not hesitate to contact me by telephone at 86-0755-86667996
or by e-mail at liyunwu@cdthb.cn or the Company’s counsel by telephone at 305-539-3306 or by email at clayton.parker@klgates.com.

    Sincerely,

    /s/
Yunwu Li

    Yunwu
    Li, Chief Executive Officer and Chairman of the Board of Directors

cc:

Clayton
E. Parker, K&L Gates LLP

    2

United States securities and exchange commission logo
October 20, 2020
Yunwu Li
Chief Executive Officer and Chairman of the Board of Directors
CDT Environmental Technology Investment Holdings Limited
C1, 4th Floor, Building 1, Financial Base, No. 8 Kefa Road
Nanshan District, Shenzhen, China 518057
Re:CDT Environmental Technology Investment Holdings Limited
Amendment No. 2 to Draft Registration Statement on Form F-1
Submitted September 23, 2020
CIK No. 0001793895
Dear Mr. Li:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            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 our comments apply 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 these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 2 to Draft Registration Statement on Form F-1
Use of Proceeds, page 27
1.We note your disclosure that you intend to use a portion of the proceeds from this offering
for potential mergers and acquisitions of subsidiaries.  If applicable, please revise to
provide disclosure required by Item 3.C of Form 20-F regarding the acquisition of assets
and the acquisition of other businesses.
Management
Directors and Executive Officers, page 58
2.Please expand the biographical description for your director, Harry D. Schulman, to
identify the positions held and the principal employers during the past five years,

 FirstName LastNameYunwu Li
 Comapany NameCDT Environmental Technology Investment Holdings Limited
 October 20, 2020 Page 2
 FirstName LastName
Yunwu Li
CDT Environmental Technology Investment Holdings Limited
October 20, 2020
Page 2
eliminating any gaps or ambiguities with regard to time.  In this regard we note his
biographical description contains a gap prior to November 2016.
            You may contact Diane Fritz, Staff Accountant, at 202-551-3331 or Ethan Horowitz,
Accounting Branch Chief, at 202-551-3311 if you have questions regarding comments on the
financial statements and related matters.  Please contact Irene Barberena-Meissner, Staff
Attorney, at 202-551-6548 or Laura Nicholson, Special Counsel, at 202-551-3584 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Matthew Ogurick, Esq.

January 24, 2020
Yunwu Li
Chief Executive Officer and Chairman of the Board of Directors
CDT Environmental Technology Investment Holdings Limited
C1, 4th Floor, Building 1, Financial Base, No. 8 Kefa Road
Nanshan District, Shenzhen, China 518057
Re:CDT Environmental Technology Investment Holdings Limited
Amendment No. 1 to Draft Registration Statement on Form F-1
Submitted January 13, 2020
CIK No. 0001793895
Dear Mr. Li:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            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 our comments apply 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 these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in
ourDecember 12, 2019 letter.
Draft Registration Statement on Form F-1
Prospectus Summary
Competitive Strengths, page 2
1.Please refer to our prior comment 3.  Where you reference the "significant industry
experience" of your management team, please identify any members of your team with
such experience in sewage treatment systems and sewage treatment services.
Risk Factors, page 9
2.We note your disclosure that days sales outstanding has increased due to the complex
local government approval process.  Revise to provide risk factor disclosure related to this

 FirstName LastNameYunwu Li
 Comapany NameCDT Environmental Technology Investment Holdings Limited
 January 24, 2020 Page 2
 FirstName LastNameYunwu Li
CDT Environmental Technology Investment Holdings Limited
January 24, 2020
Page 2
approval process including an explanation of the impact to your business condition and
liquidity.
PRC regulations relating to the establishment of offshore special purpose companies by PRC
residents...., page 18
3.We note your disclosure regarding the potential consequences of the failure of
certain PRC resident shareholders to register according to SAFE Circular 37.  Please
revise to clarify whether this could impact the use of proceeds of this offering in the
manner described under "Use of Proceeds" on page 27.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Liquidity and Capital Resources
Accounts Receivable, page 41
4.We note your response to our prior comment 8 and partially reissue the comment.  Expand
your disclosure to address how factors such as your collection experience and the aging of
your receivables are considered by management in evaluating the increase in your
accounts receivable balance.  Include details describing how your allowance for doubtful
accounts is established, especially considering the nature of your customers, and explain
how you evaluate the reasonableness of your allowance policy.
5.Disclosure in your submission states that you add or subtract additional amounts to your
allowance for doubtful accounts as deemed necessary.  To the extent material, tell us
about any amounts that were added or subtracted in calculating the allowance for doubtful
accounts as of June 30, 2019 and December 31, 2018.
6.Your days sales outstanding rose from 171 days at December 31, 2017 to 286 days at June
30, 2019.   Please revise your disclosures to explain whether management anticipates this
trend to continue into future periods and, if applicable, the extent to which it is reasonably
likely to have a material impact on your liquidity.  As part of your response, provide us
with your accounts receivable aging as of December 31, 2018, June 30, 2019 and
December 31, 2019 including detail regarding amounts for which an allowance was
recorded.  Refer to Section III.B.3 of SEC Release 33-8350.
Note 2 – Summary of Significant Accounting Policies
Revenue Recognition, page F-11
7.The disclosure provided in response to our prior comment 8 states that days sales
outstanding increased substantially from December 31, 2018 to June 30, 2019 and that
you had collected 61.1% of your June 30, 2019 accounts receivable balance through the
date of your prospectus.  Considering these metrics, explain how you determined that it
was probable that you would collect substantially all of the consideration to which you are
entitled.  Refer to FASB ASC 606-10-25-1.
8.Your disclosure in response to our prior comment 14 indicates that your payment terms

 FirstName LastNameYunwu Li
 Comapany NameCDT Environmental Technology Investment Holdings Limited
 January 24, 2020 Page 3
 FirstName LastNameYunwu Li
CDT Environmental Technology Investment Holdings Limited
January 24, 2020
Page 3
usually include a conditional right related to the signing of the sales contract.  Please tell
us when sales contracts are signed and how this affects your ability to identify a contract
with a customer within the context of FASB ASC 606-10-25-1.
9.Your response to our prior comment 14 provides details on typical payment terms, but
does not appear to describe how the timing of the satisfaction of your performance
obligations relates to the typical timing of payment.  Please revise your disclosure in this
regard and outline the portion of the total consideration that is typically due based on the
progress of construction.  Refer to FASB ASC 606-10-50-9 and 50-12.
10.You disclose that your payment terms usually include the conditional right to the
completion of retention periods.  Explain what retention periods are and if there are any
services provided by you during the retention period.
Note 4 – Contract assets, page F-15
11.Your response to our prior comment 15 does not appear to adequately explain
how revenue recognized to date was determined for purposes of the disclosure of contract
assets on page F-15 of your submission.  Please revise your disclosure to more clearly
explain how the amount of revenue recognized to date was calculated.
Note 15 – Enterprise wide disclosure, page F-23
12.The revised disclosure provided in response to our prior comment 17 states that
disaggregated information about revenues for your sewage treatment system and sewage
treatment service business lines are used for purposes of allocating resources and
evaluating financial performance.  Tell us how information for each of these business
lines is used by your chief operating decision maker to make resource
allocation decisions and to assess performance.  Include an explanation of the types of
decisions made by the chief operating decision maker related to the generation of revenue
and incurrence of expenses and describe what other information, if any, is used to make
these decisions.  Refer to FASB ASC 280-10-50-1b.
Exhibit Index, page II-4
13.We note your disclosure on page 60 that you have entered into employment agreements
with each of your executive officers.  We also note from your exhibit index that you
intend to file only a form of employment agreement.  Please file the executed employment
agreements or tell us why you believe you are not required to file them.  Refer to Item 8.a
of Form F-1 and Item 601 of Regulation S-K.
            You may contact Diane Fritz, Staff Accountant, at 202-551-3331 or Ethan Horowitz,
Accounting Branch Chief, at 202-551-3311 if you have questions regarding comments on the
financial statements and related matters.  Please contact Irene Barberena-Meissner, Staff
Attorney, at 202-551-6548 or Laura Nicholson, Special Counsel, at 202-551-3584 with any other
questions.

 FirstName LastNameYunwu Li
 Comapany NameCDT Environmental Technology Investment Holdings Limited
 January 24, 2020 Page 4
 FirstName LastName
Yunwu Li
CDT Environmental Technology Investment Holdings Limited
January 24, 2020
Page 4
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Matthew Ogurick, Esq.

December 12, 2019
Yunwu Li
Director
CDT Environmental Technology Investment Holdings Limited
C1, 4th Floor, Building 1, Financial Base, No. 8 Kefa Road
Nanshan District, Shenzhen, China 518057
Re:CDT Environmental Technology Investment Holdings Limited
Draft Registration Statement on Form F-1
Submitted November 15, 2019
CIK No. 0001793895
Dear Mr. Li:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            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 our comments apply 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 these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form F-1
Prospectus Summary, page 1
1.Please revise your prospectus summary to disclose that after the offering, your directors,
officers and principal shareholders holding 5% or more of your ordinary shares will
collectively hold a controlling interest in your ordinary shares.  We note your related risk
factor disclosure on page 21.
Industry Background, page 1
2.We note your use of industry and market data in various statements here and elsewhere in
your prospectus.  Please revise to disclose your support for these statements, including the
names and dates of third party sources.

 FirstName LastNameYunwu Li
 Comapany NameCDT Environmental Technology Investment Holdings Limited
 December 12, 2019 Page 2
 FirstName LastNameYunwu Li
CDT Environmental Technology Investment Holdings Limited
December 12, 2019
Page 2
Competitive Strengths, page 2
3.We note your disclosure here and elsewhere in your prospectus that your management
team, led by Yunwu Li, has significant industry experience.  We further note that Mr. Li's
biographical sketch indicates that prior to joining your subsidiary, Shenzen CDT
Environmental Technology Co., Ltd in 2015, Mr. Li's experience was in the real estate
industry.  Please expand your disclosure to describe Mr. Li's industry experience.
Risk Factors, page 9
4.Please revise to provide risk factor disclosure regarding the limited ability of U.S.
regulators to conduct investigations and inspections within China.
5.We note that you hold fifty-one percent ownership in certain of your subsidiaries.  Please
add risk factor disclosure for any related risks that are material.  For example, discuss any
material risks related to rights of the minority shareholders.
6.We note your risk factor disclosure on page 18 that you cannot assure that all of your
shareholders that may be subject to SAFE regulations have completed all necessary
registrations with the local SAFE branch or qualified banks as required by SAFE Circular
37.  We also note your disclosure on page 56 that as of September 30, 2019, there were
three shareholders that had not registered according to SAFE Circular 37.  Please include
such information in your risk factor disclosure on page 18.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Liquidity and Capital Resources, page 40
7.Disclose material amounts of cash disaggregated by currency denomination as of the most
recent balance sheet date in each jurisdiction in which your affiliated entities are
domiciled.  Further, disclose any restrictions on foreign exchange and your ability to
transfer cash between entities and to U.S. investors.
8.Based on your disclosed revenues and accounts receivables, it appears that your accounts
receivable balance is increasing at a faster rate than your revenues.  Expand your
disclosure to address the increase in your accounts receivable balance on your financial
condition including a discussion of the underlying reasons for material changes in your
accounts receivables balance and an analysis of metrics such as days sales outstanding.  In
addition, address how factors such as your collection experience and the aging of your
receivables are considered by management in evaluating the increase in your accounts
receivable balance.  Further, as three customers accounted for 44% of your total accounts
receivable balance as of June 30, 2019, explain how the timing of payments from your
larger customers is impacting your liquidity.  Refer to Section IV of SEC Release No. 33-
8350.
9.Please expand the explanation for your increase in accounts payable to include a
description of any significant changes related to the timing of your payments or supplier

 FirstName LastNameYunwu Li
 Comapany NameCDT Environmental Technology Investment Holdings Limited
 December 12, 2019 Page 3
 FirstName LastNameYunwu Li
CDT Environmental Technology Investment Holdings Limited
December 12, 2019
Page 3
terms.  Refer to Item 5.B.1 of Form 20-F and Section IV.B.1 of SEC Release No. 33-
8350.
10.Please expand your disclosures to describe and quantify any material commitments for
capital expenditures as of and subsequent to December 31, 2018.  Refer to Item 5.B.3 and
Item 5.D. of Form 20-F.
Critical Accounting Policies and Estimates, page 42
11.We note that you have elected to use the extended transition period for complying with
new or revised accounting standards.  Provide a statement in your critical accounting
policy disclosures explaining your election and indicating that, as a result of your election,
your financial statements may not be comparable to companies that comply with public
company effective dates.
Business
Industry Background, page 46
12.We note your use of the terms "MBR,"  "A2/O," "A/O," and "quick separation" here and
elsewhere in your prospectus to identify the sewage treatment technologies commonly
found in rural areas.  Please provide more detailed definitions of these terms the first time
they are used.
Regulation, page 53
13.Please expand your disclosure to describe the water treatment equipment manufacturing
industry and environmental protection regulations applicable to you in more detail, if
material.  Refer to Item 4.B.8 of Form 20-F.
Notes to Consolidated Financial Statements
Note 2 – Summary of significant accounting policies
Revenue recognition, page F-11
14.We note that as of June 30, 2019, you had $4.7 million in contract assets, including $0.7
million which is classified as long-term, which relate to revenue recognized to date in
excess of cumulative billings.  Expand your revenue policy to describe how the timing of
the satisfaction of your performance obligations relates to the typical timing of
payment and the effect those factors have on your contract asset and contract liability
balances.  Refer to ASC 606-10-50-9.
Note 4 - Contract assets, page F-15
15.You present contract assets as revenue recognized to date less progress billings to date.
Please tell us how you determined revenue recognized to date for purposes of this
disclosure.

 FirstName LastNameYunwu Li
 Comapany NameCDT Environmental Technology Investment Holdings Limited
 December 12, 2019 Page 4
 FirstName LastName
Yunwu Li
CDT Environmental Technology Investment Holdings Limited
December 12, 2019
Page 4
Note 5 - Property and equipment, net, page F-15
16.Revise to provide the disclosures required by ASC 360-10-50-3 for your disposal of
sewage cleaning equipment during the six months ended June 30, 2019.

Note 15 – Segment information and revenue analysis, page F-23
17.You state here that you have one reportable segment, but disclosure in other sections of
your submission states you "engage in two segments: rural sewage treatment and septic
tank treatment in both urban and rural areas."  Revise to clarify your disclosure and
explain your assessment of the guidance per FASB ASC 280-10-50 such as the factors
used to identify your segments, including the basis of organization, and the types of
products and services from which each of your segments derives its revenues.  If you have
aggregated multiple operating segments, please provide us with your analysis pursuant to
FASB ASC 280-10-50-11.
Exhibit Index, page II-4
18.Please file a copy of the lease agreement terminating in December 2020 for your factory
in Shenzen, China as an exhibit, or tell us why it is not required to be filed.  Refer to
Item 8.a of Form F-1 and Item 601 of Regulation S-K.
General
19.Please supplementally provide us with copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf,
present to potential investors in reliance on Section 5(d) of the Securities Act, whether or
not they retain copies of the communications.
            You may contact Diane Fritz, Staff Accountant, at 202-551-3331 or Ethan Horowitz,
Accounting Branch Chief, at 202-551-3311 if you have questions regarding comments on the
financial statements and related matters.  Please contact Irene Barberena-Meisssner, Staff
Attorney, at 202-551-6548 or Laura Nicholson, Special Counsel, at 202-551-3584 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Matthew Ogurick, Esq.