SecProbe.io

CORRESP
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 filename1.htm

 Cenntro Inc.
 33 Wood Avenue South, Suite 600, PMB #3572
 Iselin, New Jersey 08830

 February 10, 2026

 VIA EDGAR

 U.S. Securities & Exchange Commission
 Division of Corporation Finance
 Office of Manufacturing
 100 F Street, NE
 Washington, D.C. 20549
 Attn: Kristin Baldwin

 Re:

 Cenntro Inc.
 Registration Statement on Form S-3
 Filed January 28, 2026
 File No. 333-292994

 Dear Ms. Baldwin:

 Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Cenntro Inc. hereby
 requests acceleration of effectiveness of the above referenced Registration Statement on Form S-3 (File No. 333-292994) so that it will become effective at 5:00 p.m. ET on Thursday, February 12, 2026, or as soon as thereafter practicable.

 Very truly yours,

 /s/ Peter Z. Wang

 Peter Z. Wang

 Chief Executive Officer

 cc:

 McLaughlin & Stern, LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 January 29, 2026

Peter Wang
Chief Executive Officer
Cenntro Inc.
33 Wood Avenue South
Suite 600, PMB #3572
Iselin, NJ 08830

 Re: Cenntro Inc.
 Registration Statement on Form S-3
 Filed January 28, 2026
 File No. 333-292994
Dear Peter Wang:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 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 Kristin Baldwin at 202-551-7172 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
</TEXT>
</DOCUMENT>

CORRESP
1
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      Cenntro Electric Group Limited

      501 Okerson Road

      Freehold, New Jersey 07728

      (732) 820-6757

      September 22, 2022

      VIA EDGAR

      Securities and Exchange Commission

      Division of Corporation Finance

      100 F Street, N.E.

      Washington, DC 20549

          Re:

            Cenntro Electric Group Limited

              Registration Statement on Form F-3

              File No. 333-266725

      Ladies and Gentlemen:

      The Company hereby requests, pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), acceleration of the effectiveness of
        the above-referenced Registration Statement so that such Registration Statement will become effective as of 4:00 pm Eastern Time on Tuesday, September 27, 2022, or as soon thereafter as practicable.

    If there is any change in the acceleration request set forth above, the Company will promptly notify you of the change, in which case the Company may be
      making an oral request for acceleration of the effectiveness of the Registration Statements in accordance with Rule 461. The request may be made by an executive officer of the Company or by any attorney from the Company’s U.S. counsel, Ortoli
      Rosenstadt LLP.

    The Company acknowledges that:

          ●

            should the Commission or the staff, acting pursuant to delegated authority, declares the filing effective, it does not foreclose the Commission from taking any action with respect to
              the filing;

          ●

            the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for
              the adequacy and accuracy of the disclosure in the filing; and

          ●

            the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities
              laws of the United States

            Very truly yours,

            Cenntro Electric Group Limited

            By:

            /s/ Peter Wang

            Name:

            Peter Wang

            Title:

            Chief Executive Officer

CORRESP
1
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      September 19, 2022

      VIA EDGAR

      Ms. Sherry Haywood

      Ms. Asia Timmons-Pierce

      U.S. Securities and Exchange Commission

      Division of Corporation Finance

      Office of Manufacturing

      Washington, D.C. 20549

              RE:

              Cenntro Electric Group Limited

              Registration Statement on Form F-3

              Filed August 10, 2022

              File No. 333-266725

      Dear Ms. Haywood and Ms. Timmons-Pierce,

      As counsel for Cenntro Electric Group Limited (the “Company”) and on its behalf, this letter is being submitted in response to the letter dated September 6, 2022, from the U.S. Securities and Exchange
        Commission (the “Commission”) in which the staff of the Commission (the “Staff”) commented on the above-referenced Registration Statement on Form F-3 submitted on August 10, 2022. Concurrently with the submission of this letter, we hereby transmit,
        via EDGAR, an amended Registration Statement on Form F-3 (“Form F-3”) for filing with the Commission, which has been revised to reflect the Staff’s comments as well as certain other updates to the Form F-3.

      For the Staff’s convenience, the Staff’s comment has been stated below in its entirety, with the Company’s response set out immediately underneath such comment. Page references below in the Company’s responses are to
        the page numbers in Form F-3. Capitalized terms used but not otherwise defined herein have the meanings set forth in the Form F-3.

      Registration Statement on Form F-3 Filed August 10, 2022

      Prospectus Cover Page, page i

              1.

                You disclose about the legal and operational risks associated with being based in or having the majority of the company’s operations in China and your disclosure appears to address
                  whether these risks could result in a material change in your operations and/or the value of the securities you are registering for sale 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. Please revise to disclose that these risks could result in a material change in your operations and/or the value of the securities you are
                  registering for sale 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.”

      RESPONSE: In response to the Staff’s comment, we have updated the disclosure on the cover page that “these risks may result in a material change in our
        operations and the value of our ordinary shares, or could significantly limit or completely hinder our ability to offer or continue to offer our securities to investors and cause the value of such securities to significantly decline or be
        worthless.”

      General

            2.

              Please resolve all comments on your Form 20-F for fiscal year end December 31, 2021 before requesting an acceleration of effectiveness of this registration statement.

        RESPONSE: In response to the Staff’s comment, we have resolved all comments on our Form 20-F for the fiscal year ended December 31, 2021 as of September 15, 2022.

            3.

              Please provide a factual update on your cover page, prospectus summary, and risk factors to disclose the agreement reached between the PCAOB and the CSRC on August 26, 2022.

      RESPONSE: In response to the Staff’s comment, we have revised our disclosure to disclose the agreement reached between the PCAOB and the CSRC on August 26,
        2022 on the cover page, prospectus summary (page 9) and risk factors (page 5).

      We hope this response has addressed all of the Staff’s concerns relating to the comment letter. Should you have additional questions regarding the information contained herein, please contact the Company’s securities
        counsel William S. Rosenstadt, Esq., Mengyi “Jason” Ye, Esq. or Yarona Yieh, Esq. of Ortoli Rosenstadt LLP at wsr@orllp.legal, jye@orllp.legal or yly@orllp.legal.

              Very truly yours,

              /s/ Yarona Yieh

              Yarona Yieh

United States securities and exchange commission logo
September 15, 2022
Edmond Cheng
Chief Financial Officer
CENNTRO ELECTRIC GROUP Ltd
501 Okerson Road
Freehold, New Jersey 07728
Re:CENNTRO ELECTRIC GROUP Ltd
Form 20-F for the Year Ended December 31, 2021
Filed April 25, 2022
File No. 001-38544
Dear Mr. Cheng:
            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 Manufacturing

United States securities and exchange commission logo
September 6, 2022
Peter Wang
Chief Executive Officer
Cenntro Electric Group Limited
501 Okerson Road
Freehold, New Jersey 07728
Re:Cenntro Electric Group Limited
Registration Statement on Form F-3
Filed August 10, 2022
File No. 333-266725
Dear Mr. Wang:
            We have limited our review of your registration statement to those issues we have
addressed in our 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.
Registration Statement on Form F-3 Filed August 10, 2022
Prospectus Cover Page, page i
1.You disclose about the legal and operational risks associated with being based in or
having the majority of the company’s operations in China and your disclosure appears
to address whether these risks could result in a material change in your operations and/or
the value of the securities you are registering for sale 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. Please revise to disclose that
these risks could result in a material change in your operations and/or the value of the
securities you are registering for sale 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".

 FirstName LastNamePeter Wang
 Comapany NameCenntro Electric Group Limited
 September 6, 2022 Page 2
 FirstName LastName
Peter Wang
Cenntro Electric Group Limited
September 6, 2022
Page 2
General
2.Please resolve all comments on your Form 20-F for fiscal year end December 31, 2021
before requesting an acceleration of effectiveness of this registration statement.
3.Please provide a factual update on your cover page, prospectus summary, and risk factors
to disclose the agreement reached between the PCAOB and the CSRC on August 26,
2022.
            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.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Sherry Haywood, Staff Attorney at (202) 551-3345 or Asia Timmons-
Pierce, Special Counsel at (202) 551-3754 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
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        Cenntro Electric Group Limited

        501 Okerson Road,

        Freehold, New Jersey, 00728

      August 5, 2022

      VIA EDGAR

      Claire Erlanger, Kevin Woody

      U.S. Securities and Exchange Commission

      Division of Corporation Finance

      Office of Manufacturing

      Washington, D.C. 20549

      Re: CENNTRO ELECTRIC GROUP Ltd

      Form 20-F for the Year Ended December 31, 2021, Filed April 25, 2022

      File No. 001-38544

      Dear Ms. Erlanger and Mr. Woody:

      As counsel for Cenntro Electric Group Ltd. (the “Company”) and on its behalf, this letter is being submitted in response to the letter dated July 19, 2022 from the U.S. Securities and Exchange Commission (the
        “Commission”) in which the staff of the Commission (the “Staff”) commented on the above-referenced Form 20-F for the year ended December 31, 2021 submitted on April 25, 2022. Concurrently with the submission of this letter, we hereby transmit, via
        EDGAR, an amended Form 20-F for the year ended December 31, 2021 (“Form 20-F”) for filing with the Commission, which has been revised to reflect the Staff’s comments as well as certain other updates to the
          Form 20-F.

      For the Staff’s convenience, the Staff’s comment has been stated below in its entirety, with the Company’s response set out immediately underneath such comment. Page references below in the Company’s responses are to
        the page numbers in Form 20-F. Capitalized terms used but not otherwise defined herein have the meanings set forth in Form 20-F.

      Form 20-F for the Year Ended December 31, 2021

      Exhibit 13.3 Certification Pursuant to Section 906 of Sarbanes-Oxley Act of 2002, page 1

            1.

              We note that your disclosure in the first paragraph of Exhibit 13.1 refers to the Form 20-F for the year ended December 31, 2022. Please revise your certification to reference the Form 20-F for the year
                  ended December 31, 2021.

      RESPONSE:  We respectfully advise the staff that we have updated our Exhibit 13.1 to change the reference from December 31, 2022 to December 31, 2021.

      Item 3. Key Information, page 4

            2.

              At the onset of Item 3, provide a clear description of how cash is transferred through your organization. Disclose your intentions to distribute earnings or settle amounts owed under your operating
                  structure. Quantify any cash flows and transfers of other assets by type that have occurred between the holding company and its subsidiaries, and the 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 as well as the ability to settle amounts owed under applicable agreements.

      RESPONSE:  We respectfully advise the staff that we have updated our disclosure to include “Transfers of Cash Between our Company and our Subsidiaries” in
        Item 3 on page 5 to discuss our intentions to distribute earnings or settle amounts, quantify cash flows, and transfers of other assets between our holding company and its subsidiaries, make clear that no transfers, dividends or distributions have
        been made to date, and describe any restrictions and limitations on our ability to distribute earnings from the Company and its subsidiaries.

      Part 1, page 4

            3.

              At the onset of Part I, please revise to disclose prominently the following:

            •

              whether your auditor is subject to the determinations announced by the PCAOB on December 16, 2021;

        RESPONSE: We respectfully advise the staff that as of the date of this response, our current auditor, Marcum Bernstein & Pinchuk LLP (“MBP”) was not included in the list of
          PCAOB Identified Firms in the Determination Report. We also updated our disclosure on page 4 in Form 20-F to reflect that MBP is not subject to the determinations.

            •

              whether and how the Holding Foreign Companies Accountable Act, the Accelerating Holding Foreign Companies Accountable Act, and related regulations will affect your company, including the time frame change in
                PCAOB inspections for two consecutive years instead of three years;

      RESPONSE: We respectfully advise the staff that we have updated our disclosure on Item 3 – Key Information
          – Holding Foreign Companies Accountable Act on page 4 and Risk Factors – Risks Related to Our Ordinary Shares - Our ordinary shares may be delisted under the Holding Foreign Companies Accountable Act if the PCAOB is unable to inspect our
        auditors. The delisting of our ordinary shares, or the threat of their being delisted, may materially and adversely affect the value of your investment on pages 34-35 to discuss whether and how the Holding Foreign
          Companies Accountable Act, the Accelerating Holding Foreign Companies Accountable Act, and related regulations will affect the Company.

            •

              whether you have been or expect to be identified by the Commission under the HFCAA; and

      RESPONSE: We respectfully advise the staff that updated our disclosure on Item 3 – Key Information –
          Holding Foreign Companies Accountable Act on page 4 and Risk Factors – Risks Related to Our Ordinary Shares - Our ordinary shares may be delisted under the Holding Foreign Companies Accountable Act if the PCAOB is unable to inspect our
        auditors. The delisting of our ordinary shares, or the threat of their being delisted, may materially and adversely affect the value of your investment on pages 34-35 to discuss whether we have been or expect to be
          identified by the Commission under the HFCAA.

            •

              a cross-reference to your more detailed disclosure in your risk factors, including the heading of the risk factor.

      RESPONSE:  We respectfully advise the staff that we have updated our disclosure on pages 34-35 to include a more detailed disclosure of
        the risk factor regarding the Holding Foreign Companies Accountable Act, the Accelerating Holding Foreign Companies Accountable Act, and related regulations. Additionally, we have included cross-reference to the risk factor where applicable.

            4.

              At the onset of Part I, please disclose prominently that you are not a Chinese operating company but an Australian holding company with operations conducted by your subsidiaries based in China and that
                  this structure involves unique risks to investors. If true, disclose that these contracts have not been tested in court. Provide a cross-reference to your detailed discussion of risks facing the company and the offering as a result of
                  this structure.

          RESPONSE: We respectfully advise the staff that we have updated our disclosure on page 4 to disclose prominently that we are not a Chinese operating company but an
            Australian holding company with operations conducted in China. We also disclose that this structure involves unique risks to investors. Additionally, we note that the Company does not utilize a VIE structure. Therefore the second part of the
            comment to disclose that “these contracts have not been tested in court” and state the risks “as a result of this structure” are not applicable.

            5.

              At the onset of Part I, clearly disclose how you will refer to the holding company, subsidiaries, and other entities when providing the disclosure throughout the document so that it is clear to investors
                  which entity the disclosure is referencing and which subsidiaries or entities are conducting the business operations. Refrain from using terms such as “we” or “our” when describing activities or functions of a subsidiary or other entity.
                  For example, disclose, if true, that your subsidiaries and/or other entities conduct operations in China, that the other entity is consolidated for accounting purposes but is not an entity in which you own equity, and that the holding
                  company does not conduct operations. Disclose clearly the entity (including the domicile) in which investors are purchasing an interest.

          RESPONSE: We respectfully advise the staff that we have updated our disclosure to include “Conventions Used in this Annual Report” to disclose how we will refer to the holding
            company, subsidiaries, and other entities. Furthermore, we have updated our disclosure to make it clear which entity the disclosure is referencing, and which subsidiaries or entities are conducting business operations. We have refrained from
            using terms such as “we” or “our” when describing activities or functions of a subsidiary. Additionally, we would like to clarify that we do NOT utilize a VIE structure therefore the second part of the comment regarding “the other entity is
            consolidated for accounting purposes but is not an entity in which you own equity” is not applicable to our company. Lastly, we have clarified that the investors are purchasing an interest of the Australian holding company.

      Item 5. Operating and Financial Review and Prospects Key Factors Affecting Operating Results, page 71

            6.

              We note your disclosure on page 71 that prices for certain raw materials have increased over the past two years. Please update your disclosure in future filings to identify actions planned or taken, if
                  any, to mitigate inflationary pressures.

      RESPONSE:  We respectfully advise the staff that we will update our disclosure in future filings to identify actions planned or taken, if any, to mitigate inflationary pressures.

            7.

              We note from your disclosure on page 71 that you have experienced supply chain disruptions such as shortages of shipping containers and semiconductors. Please revise to discuss known trends or
                  uncertainties resulting from mitigation efforts undertaken, if any. Explain whether any mitigation efforts introduce new material risks, including those related to product quality, reliability, or regulatory approval of products.

        RESPONSE:  We respectfully advise the staff that we have updated our disclosure on page 74 to include known uncertainties and material risks resulting from
          our mitigation efforts.

      Key Operating Metrics, page 73

            8.

              We note your disclosure on page 74 of gross margin of Metro vehicle sales. However, it appears based on the table on page 76, that the cost of sales amount used for the calculation of this gross margin
                  excludes inventory write-downs. In light of the fact that it appears inventory write downs should be a component of cost of sales, we do not believe it would be appropriate to exclude this amount from your gross margin measure. Please
                  revise or advise accordingly.

      RESPONSE:  We respectfully advise the staff that the Key Operating Metrics table line “Gross margin of Metro vehicle sales on page 77 are updated to 14.6%,
        9.7 %, and -7.9% for the years 2021, 2020 and 2019, respectively to include the impact of inventory write downs in cost of sales and also the gross margin of Metro vehicle sales.

      Non-GAAP Financial Measures and Non-IFRS Financial Information, page 79

            9.

              We note that beginning on page 81 you discuss why you present US GAAP financial information rather than IFRS financial information in this filing and then include a table to reconcile US GAAP to IFRS. In
                  light of the fact that your financial statements are presented in accordance with US GAAP as set forth in Item 17(c) of Form 20-F, please remove this discussion and reconciliation table from future periodic reports.

      RESPONSE:  We respectfully advise the staff that the Company is obliged, under Australian law and regulatory policy (as summarized in Australian Securities
        and Investment Commission’s Regulatory Guide 230: ‘Disclosing non-IFRS financial information) by which it is bound, to, in documents it releases publicly which contain non-IFRS financial information (which, in this case, is the U.S. GAAP financial
        information), among other things (i) present IFRS financial information with equal prominence to non-IFRS financial information, (ii) explain why the non-IFRS financial information is useful to investors and (iii) reconcile the non-IFRS financial
        information to IFRS. The discussion and table commencing on page 82 have been included in order to comply with this legal obligation. Accordingly, the deletion of the discussion and the reconciliation table from future periodic reports filed with
        the SEC puts the Company at risk of breaching Australian law.

      Audited Financial Statements

      Combined Statements of Operations and Comprehensive Loss, page F-4

            10.

              We note from your disclosures on page 75 of MD&A that your increase in revenue for the year ended December 31, 2021 was attributable in part to a $.8 million increase in service revenue primarily
                  attributable to ECV design services provided to third parties. To the extent that service revenue contributes 10% or more to your consolidated revenue, please revise to present revenue and cost of revenue from products and services
                  separately on the face of the statements of operations and comprehensive loss, in accordance with Rule 5-03 of Regulation S-X.

      RESPONSE:  We respectfully advise the staff that the Company has provided design service to a third party for $848,399, representing 9.9% of total revenue
        for the year 2021.  The service provided was a one-off event and the Company did not anticipate that such service will repeat in the foreseeable future. The remaining items in the other service revenue category was a separated referral revenue of
        $0.2 million for referral of customer to a battery supplier that the Company did not anticipate that such service will repeat in foreseeable future and various other immaterial sales income.  Given only the design service being subject to the
        sub-captions of service providing with amount of approximately $0.8 million representing less than 10% of total revenue, and such kind of service will not repeat in the future, the Company believes that the service income items in year 2021 do not
        meet the requirement to be presented on the face of the financial statement.

      Notes to the Financial Statements General, page F-7

            11.

              We note from your disclosure on page 53 that you provide a warranty program to your channel partners to cover defects in certain parts of your ECVs and your warranty obligations generally extend for a
                  period of one to two years. If material, please revise the notes to your financial statements to include disclosure of the nature of your warranty obligations and the disclosures required by ASC 460-10-50-8 which include a tabular
                  reconciliation of the changes in the warranty liability for the repo

United States securities and exchange commission logo
July 19, 2022
Edmond Cheng
Chief Financial Officer
CENNTRO ELECTRIC GROUP Ltd
501 Okerson Road
Freehold, New Jersey 07728
Re:CENNTRO ELECTRIC GROUP Ltd
Form 20-F for the Year Ended December 31, 2021
Filed April 25, 2022
File No. 001-38544
Dear Mr. Cheng:
            We have limited our review of your filing to the financial statements and related
disclosures 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 these comments 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 our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 20-F for the Year Ended December 31, 2021
Exhibit 13.3 Certification Pursuant to Section 906 of Sarbanes-Oxley Act of 2002, page 1
1.We note that your disclosure in the first paragraph of Exhibit 13.1 refers to the Form 20-F
for the year ended December 31, 2022.  Please revise your certification to reference the
Form 20-F for the year ended December 31, 2021.
Item 3. Key Information, page 4
2.At the onset of Item 3, provide a clear description of how cash is transferred through your
organization. Disclose your intentions to distribute earnings or settle amounts owed under
your operating structure. Quantify any cash flows and transfers of other assets by type that
have occurred between the holding company and its subsidiaries, and the 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

 FirstName LastNameEdmond Cheng
 Comapany NameCENNTRO ELECTRIC GROUP Ltd
 July 19, 2022 Page 2
 FirstName LastNameEdmond Cheng
CENNTRO ELECTRIC GROUP Ltd
July 19, 2022
Page 2
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 as well as
the ability to settle amounts owed under applicable agreements.
Part 1, page 4
3.At the onset of Part I, please revise to disclose prominently the following:
•whether your auditor is subject to the determinations announced by the PCAOB on
December 16, 2021;
•whether and how the Holding Foreign Companies Accountable Act, the Accelerating
Holding Foreign Companies Accountable Act, and related regulations will affect your
company, including the time frame change in PCAOB inspections for two
consecutive years instead of three years;
•whether you have been or expect to be identified by the Commission under the
HFCAA; and
•a cross-reference to your more detailed disclosure in your risk factors, including the
heading of the risk factor.
4.At the onset of Part I, please disclose prominently that you are not a Chinese operating
company but an Australian holding company with operations conducted by your
subsidiaries based in China and that this structure involves unique risks to investors. If
true, disclose that these contracts have not been tested in court. Provide a cross-reference
to your detailed discussion of risks facing the company and the offering as a result of this
structure.
5.At the onset of Part I, clearly disclose how you will refer to the holding company,
subsidiaries, and other entities when providing the disclosure throughout the document so
that it is clear to investors which entity the disclosure is referencing and which
subsidiaries or entities are conducting the business operations. Refrain from using terms
such as “we” or “our” when describing activities or functions of a subsidiary or other
entity. For example, disclose, if true, that your subsidiaries and/or other entities conduct
operations in China, that the other entity is consolidated for accounting purposes but is not
an entity in which you own equity, and that the holding company does not conduct
operations. Disclose clearly the entity (including the domicile) in which investors are
purchasing an interest.
Item 5. Operating and Financial Review and Prospects
Key Factors Affecting Operating Results, page 71
6.We note your disclosure on page 71 that prices for certain raw materials have increased
over the past two years.  Please update your disclosure in future filings to identify actions
planned or taken, if any, to mitigate inflationary pressures.

 FirstName LastNameEdmond Cheng
 Comapany NameCENNTRO ELECTRIC GROUP Ltd
 July 19, 2022 Page 3
 FirstName LastNameEdmond Cheng
CENNTRO ELECTRIC GROUP Ltd
July 19, 2022
Page 3
7.We note from your disclosure on page 71 that you have experienced supply chain
disruptions such as shortages of shipping containers and semiconductors.  Please revise to
discuss known trends or uncertainties resulting from mitigation efforts undertaken, if any.
Explain whether any mitigation efforts introduce new material risks, including those
related to product quality, reliability, or regulatory approval of products.
Key Operating Metrics, page 73
8.We note your disclosure on page 74 of gross margin of Metro vehicle sales.  However, it
appears based on the table on page 76, that the cost of sales amount used for the
calculation of this gross margin excludes inventory write-downs.  In light of the fact that it
appears inventory write downs should be a component of cost of sales, we do not believe
it would be appropriate to exclude this amount from your gross margin measure.  Please
revise or advise accordingly.
Non-GAAP Financial Measures and Non-IFRS Financial Information, page 79
9.We note that beginning on page 81 you discuss why you present US GAAP financial
information rather than IFRS financial information in this filing and then include a table to
reconcile US GAAP to IFRS.  In light of the fact that your financial statements are
presented in accordance with US GAAP as set forth in Item 17(c) of Form 20-F, please
remove this discussion and reconciliation table from future periodic reports.
Audited Financial Statements
Combined Statements of Operations and Comprehensive Loss, page F-4
10.We note from your disclosures on page 75 of MD&A that your increase in revenue for the
year ended December 31, 2021 was attributable in part to a $.8 million increase in service
revenue primarily attributable to ECV design services provided to third parties.  To the
extent that service revenue contributes 10% or more to your consolidated revenue, please
revise to present revenue and cost of revenue from products and services separately on the
face of the statements of operations and comprehensive loss, in accordance with Rule 5-03
of Regulation S-X.
Notes to the Financial Statements
General, page F-7
11.We note from your disclosure on page 53 that you provide a warranty program to your
channel partners to cover defects in certain parts of your ECVs and your warranty
obligations generally extend for a period of one to two years.  If material, please revise the
notes to your financial statements to include disclosure of the nature of your warranty
obligations and the disclosures required by ASC 460-10-50-8 which include a tabular
reconciliation of the changes in the warranty liability for the reporting period.
Note 2. Summary of Significant Accounting Policies
(k) Revenue Recognition, page F-11

 FirstName LastNameEdmond Cheng
 Comapany NameCENNTRO ELECTRIC GROUP Ltd
 July 19, 2022 Page 4
 FirstName LastName
Edmond Cheng
CENNTRO ELECTRIC GROUP Ltd
July 19, 2022
Page 4
12.We note from your disclosures in MD&A and elsewhere that it appears a portion of your
revenue is generated from the sale of services such as ECV design services to third
parties. Please revise your disclosure in the notes to the financial statements to disclose
how you account for this revenue under ASC 606.
13.We note from your disclosure on page 52 that it appears that in some cases you license the
right to market and distribute the licensed product.  If material, please explain to us, and
revise to disclose, the nature of these licenses and how you recognize revenue under ASC
606 in relation to the licenses.
14.We note your disclosure that revenue is recognized at a point in time once the Company
has determined that the customer has obtained control over the product.  Please explain to
us if the customer you refer to in your disclosures in Note 2, is the same as the channel
partners described earlier in the filing, such as on pages 44 and 52.  In this regard, please
tell us if the revenue recognition process is complete at the time the channel partner takes
delivery of the vehicle.  If not, please identify the nature of any remaining obligations,
or risks or rewards that have not yet transferred to the channel partner at the time they
accept delivery of the vehicles.  Please refer to guidance in ASC 606-10-25-30.
            In closing, 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.
            You may contact Claire Erlanger at (202) 551-3301 or Kevin Woody at (202) 551-
3629 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

NAKED
BRAND GROUP LIMITED

c/o
Bendon Limited

8
Airpark Drive

Airport
Oaks

Auckland
2022, New Zealand

October
22, 2020

VIA
EDGAR

Mr.
Geoff Kruczek

Division
of Corporation Finance

Office
of Manufacturing

Securities
and Exchange Commission

Washington,
D.C. 20549

    Re:
    Naked
    Brand Group Limited

    Registration
    Statement on Form F-3

    Filed
    October 19, 2020

    File
    No. 333-249547

Dear
Mr. Kruczek:

Naked
Brand Group Limited hereby requests, pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, acceleration
of effectiveness of the above-referenced registration statement so that such registration statement will become effective as of
9:00 a.m., Monday, October 26, 2020, or as soon thereafter as practicable.

    Very
    truly yours,

    NAKED
    BRAND GROUP LIMITED

    By:
    /s/
    Justin Davis-Rice

    Name:
    Justin
    Davis-Rice

    Title:
    Executive
    Chairman

CORRESP
1
filename1.htm

NAKED
BRAND GROUP LIMITED

c/o
Bendon Limited

8
Airpark Drive

Airport
Oaks

Auckland
2022, New Zealand

October
22, 2020

VIA
EDGAR

Mr.
Geoff Kruczek

Division
of Corporation Finance

Office
of Manufacturing

Securities
and Exchange Commission

Washington,
D.C. 20549

    Re:
    Naked
    Brand Group Limited

    Registration
    Statement on Form F-3

    Filed
    October 15, 2020

    File
    No. 333-249490

Dear
Mr. Kruczek:

Naked
Brand Group Limited hereby requests, pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, acceleration
of effectiveness of the above-referenced registration statement so that such registration statement will become effective as of
9:00 a.m., Monday, October 26, 2020, or as soon thereafter as practicable.

    Very
    truly yours,

    NAKED
    BRAND GROUP LIMITED

    By:
    /s/
    Justin Davis-Rice

    Name:
    Justin
    Davis-Rice

    Title:
    Executive
    Chairman

United States securities and exchange commission logo
October 21, 2020
Justin Davis-Rice
Executive Chairman
NAKED BRAND GROUP Ltd
c/o Bendon Limited
1/23 Court Road, Double Bay
NSW 2028, Australia
Re:NAKED BRAND GROUP Ltd
Registration Statement on Form F-3
Filed October 19, 2020
File No. 333-249547
Dear Mr. Davis-Rice:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            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 Geoff Kruczek at (20) 551-3641 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       David Alan Miller

CORRESP
1
filename1.htm

NAKED
BRAND GROUP LIMITED

c/o
Bendon Limited

8
Airpark Drive

Airport
Oaks

Auckland
2022, New Zealand

August
20, 2020

VIA
EDGAR

Mr.
Edward M. Kelly

Division
of Corporation Finance

Office
of Manufacturing

Securities
and Exchange Commission

Washington,
D.C. 20549

    Re:
    Naked
    Brand Group Limited

    Registration
    Statement on Form F-3

    Filed
    August 10, 2020

    File
    No. 333-243751

Dear
Mr. Kelly:

Naked
Brand Group Limited hereby requests, pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, acceleration
of effectiveness of the above-referenced registration statement so that such registration statement will become effective as of
4:00 p.m., Monday, August 24, 2020, or as soon thereafter as practicable.

    Very
    truly yours,

    NAKED
    BRAND GROUP LIMITED

    By:
    /s/
    Justin Davis-Rice

    Name:
    Justin
Davis-Rice

    Title:

    Executive
    Chairman

United States securities and exchange commission logo
August 17, 2020
Justin Davis-Rice
Executive Chairman
Naked Brand Group Limited
c/o Bendon Limited
1/23 Court Road
Double Bay
NSW 2028, Australia
Re:Naked Brand Group Limited
Registration Statement on Form F-3
Filed August 10, 2020
File No. 333-243751
Dear Mr. Davis-Rice:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            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 Edward M. Kelly, Senior Counsel, at (202) 551-3728 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

January 7, 2020
Justin Davis-Rice
Executive Chairman
Naked Brand Group Limited
c/o Bendon Limited
Building 7C, Huntley Street
Alexandria
NSW 2015, Australia
Re:Naked Brand Group Limited
Registration Statement on Form F-3
Filed January 3, 2020
File No. 333-235801
Dear Mr. Davis-Rice:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            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 Sherry Haywood, Staff Attorney at (202) 551-3345 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

NAKED
BRAND GROUP LIMITED

c/o
Bendon Limited

Building
7C, Huntley Street

Alexandria

NSW
2015, Australia

January
9, 2020

VIA
EDGAR

Ms.
Sherry Haywood

Division
of Corporation Finance

Office
of Manufacturing

Securities
and Exchange Commission

Washington,
D.C. 20549

    Re:
    Naked
    Brand Group Limited

    Registration
    Statement on Form F-3

    Filed
    January 3, 2020

    File
    No. 333-235801

Dear
Ms. Haywood:

Naked
Brand Group Limited hereby requests, pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, acceleration
of effectiveness of the above-referenced registration statement so that such registration statement will become effective as of
4:30 p.m., Monday, January 13, 2020, or as soon thereafter as practicable.

    Very
    truly yours,

    NAKED
    BRAND GROUP LIMITED

    By:
    /s/
    Justin Davis-Rice

    Name:
    Justin
    Davis-Rice

    Title:
    Executive
    Chairman

CORRESP
1
filename1.htm

NAKED
BRAND GROUP LIMITED

c/o
Bendon Limited

Building
7B, Huntley Street

Alexandria

NSW
2015, Australia

June
27, 2019

VIA
EDGAR

Mr.
Michael Killoy

Division
of Corporation Finance

Office
of Beverages, Apparel and Mining

Securities
and Exchange Commission

Washington,
D.C. 20549

    Re:
    Naked
    Brand Group Limited

    Registration
    Statement on Form F-3

    Filed
    June 20, 2019

    File
    No. 333-232229

Dear
Mr. Killoy:

Naked
Brand Group Limited (the “Company”) hereby requests, pursuant to Rule 461 promulgated under the Securities
Act of 1933, as amended, acceleration of effectiveness of the above-referenced registration statement so that such registration
statement will become effective as of 9:30 a.m., Monday, July 1, 2019, or as soon thereafter as practicable.

    Very
    truly yours,

    NAKED
    BRAND GROUP LIMITED

    By:

    /s/
    Justin Davis-Rice

    Name:

    Justin
    Davis-Rice

    Title:

    Executive
    Chairman

June 25, 2019
Justin Davis-Rice
Executive Chairman
Naked Brand Group Limited
c/o Bendon Limited
Building 7B, Huntley Street
Alexandria
NSW 2015, Australia
Re:Naked Brand Group Limited
Registration Statement on Form F-3
Filed June 20, 2019
File No. 333-232229
Dear Mr. Davis-Rice:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            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 Michael Killoy at 202-551-7576 with any questions.
Sincerely,
Division of Corporation Finance
Office of Beverages, Apparel and
Mining

CORRESP
1
filename1.htm

Naked
Brand Group Limited

c/o
Bendon Limited

Building
7C, Huntley Street

Alexandria

NSW
2015, Australia

April
16, 2019

VIA
EDGAR

Securities
and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

    RE:
    Naked
    Brand Group Limited

    Registration
    Statement on Form F-1

    File
    No. 333-230757

Ladies
and Gentlemen:

Naked
Brand Group Limited (the “Company”) hereby requests, pursuant to Rule 461 promulgated under the Securities Act of
1933, as amended, acceleration of effectiveness of the above-referenced Registration Statement on Form F-1 (File No. 333-230757)
so that such Registration Statement will become effective as of 4:30 p.m., on Wednesday, April 17, 2019, or as soon thereafter
as practicable.

    Very
    truly yours,

    NAKED
    BRAND GROUP LIMITED

    By:
    /s/
    Justin Davis-Rice

    Name:
    Justin
    Davis-Rice

    Title:
    Chief
    Executive Officer

April 15, 2019
Justin Davis-Rice
Executive Chairman
Naked Brand Group Limited
c/o Bendon Limited
Building 7C, Huntley Street
Alexandria
NSW 2015, Australia
Re:Naked Brand Group Limited
Registration Statement on Form F-1
Filed April 5, 2019
File No. 333-230757
Dear Mr. Davis-Rice:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            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 Jonathan Burr at 202-551-5833 with any questions.
Sincerely,
Division of Corporation Finance
Office of Beverages, Apparel and
Mining

CORRESP
1
filename1.htm

Naked
Brand Group Limited

c/o
Bendon Limited

Building
7C, Huntley Street

Alexandria

NSW
2015, Australia

August
13, 2018

VIA
EDGAR

Mr.
Michael Killoy

Division
of Corporation Finance

Office
of Beverages, Apparel and Mining

Securities
and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

    RE:
    Naked
    Brand Group Limited

    Registration
    Statement on Form F-1

    File
    No. 333-226192

Dear
Mr. Killoy:

Naked
Brand Group Limited (the “Company”) hereby requests, pursuant to Rule 461 promulgated under the Securities Act of
1933, as amended, acceleration of effectiveness of the above-referenced Registration Statement so that such Registration Statement
will become effective as of 4:00 p.m., Wednesday, August 15, 2018, or as soon thereafter as practicable.

    Very
    truly yours,

    NAKED
    BRAND GROUP LIMITED

    By:
    /s/
    Justin Davis-Rice

    Name:
    Justin
    Davis-Rice

    Title:
    Chief
    Executive Officer

CORRESP
1
filename1.htm

Naked
Brand Group Limited

c/o
Bendon Limited

Building
7C, Huntley Street

Alexandria

NSW
2015, Australia

August
2, 2018

VIA
EDGAR

Mr.
Michael Killoy

Division
of Corporation Finance

Office
of Beverages, Apparel and Mining

Securities
and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

    RE:
    Naked
    Brand Group Limited

    Registration
    Statement on Form F-1

    File
    No. 333-226192

Dear
Mr. Killoy:

Reference
is made to our letter filed as correspondence via EDGAR on August 1, 2018, in which we requested the acceleration of the effective
date of the above-referenced Registration Statement for August 3, 2018, at 4:00 PM Eastern Time, in accordance with Rule 461 of
the Securities Act of 1933, as amended. We are no longer requesting that such Registration Statement be declared effective at
such time and we hereby formally withdraw our request for acceleration of the effective date. We will advise the Staff as soon
as possible once we are ready to again request effectiveness of the Registration Statement.

    Very truly yours,

    NAKED BRAND GROUP LIMITED

    By:
    /s/
    Justin Davis-Rice

    Name:
    Justin
    Davis-Rice

    Title:
    Chief
    Executive Officer

CORRESP
1
filename1.htm

Naked
Brand Group Limited

c/o
Bendon Limited

Building
7C, Huntley Street

Alexandria

NSW
2015, Australia

August
1, 2018

VIA
EDGAR

Mr.
Michael Killoy

Division
of Corporation Finance

Office
of Beverages, Apparel and Mining

Securities
and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

    RE:
    Naked
    Brand Group Limited

    Registration
    Statement on Form F-1

    File
    No. 333-226192

Dear
Mr. Killoy:

Naked
Brand Group Limited (the “Company”) hereby requests, pursuant to Rule 461 promulgated under the Securities Act of
1933, as amended, acceleration of effectiveness of the above-referenced Registration Statement so that such Registration Statement
will become effective as of 4:00 p.m., Friday, August 3, 2018, or as soon thereafter as practicable.

    Very
                                         truly yours,

    NAKED
                                         BRAND GROUP LIMITED

    By:
    /s/
    Justin Davis-Rice

    Name:
    Justin Davis-Rice

    Title:
    Chief Executive Officer

July 19, 2018
Justin Davis-Rice
Chief Executive Officer
Naked Brand Group Limited
c/o Bendon Limited
Building 7C, Huntley Street
Alexandria
NSW 2015, Australia
Re:Naked Brand Group Limited
Registration Statement on Form F-1
Filed July 16, 2018
File No. 333-226192
Dear Mr. Davis-Rice:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            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 Michael Killoy at (202) 551-7576 with any questions.
Division of Corporation Finance
Office of Beverages, Apparel and
Mining

CORRESP
1
filename1.htm

    Graubard Miller

The Chrysler
Building

405 Lexington Avenue

New
York, N.Y. 10174-1101

(212) 818-8800

    facsimile

    direct dial number

    (212) 818-8881

    (212) 818-8638

    email address

    jgallant@graubard.com

April 25, 2018

Mr. John Reynolds

Assistant Director

Office of Beverages, Apparel, and Mining

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

 Re: Bendon Group Holdings Limited

Amendment No. 2 to Registration Statement
on Form F-4

Filed April 23, 2018

File No.: 333-223786

Dear Mr. Reynolds:

On behalf of Bendon Group Holdings Limited
(the “Company”), we respond as follows to the Staff’s comment letter, dated April 24, 2018, relating to the above-captioned
Registration Statement on Form F-4 (“Registration Statement”). Please note that for the Staff’s convenience,
we have recited each of the Staff’s comments and provided the Company’s response to each comment immediately thereafter.

General

 1. We note your response to comment 1. We also note your risk factor disclosure that if Nasdaq does not approve Holdco’s
application for listing, the Transactions will not be completed. Please provide the information stockholders need to assess the
magnitude of the risk. For example, if there are any known conditions that Holdco may not be able to meet for listing approval,
please disclose.

We have revised the disclosure on the cover
page of the prospectus and on pages 14, 47 and 91 of the Registration Statement, as requested.

* * * * * * * * * *

If you have any questions, please do not
hesitate to contact me at the above telephone and facsimile numbers.

    Sincerely,

    /s/ Jeffrey M. Gallant

cc: 	Mr. Justin Davis-Rice

CORRESP
1
filename1.htm

BENDON GROUP HOLDINGS LIMITED

c/o Bendon Limited

Building 7C, Huntley Street

Alexandria

NSW 2015, Australia

April 25, 2018

Mr. John Reynolds

Assistant Director

Office of Beverages, Apparel, and Mining

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

 Re: Bendon Group Holdings Limited

Registration Statement on Form F-4

Registration No. 333-223786

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities Act of 1933,
as amended, Bendon Group Holdings Limited (the “Company”) hereby requests that the effective date of the above-captioned
Registration Statement be accelerated so that it will become effective on April 26, 2018 at 4:30 p.m., Eastern Time, or as soon
thereafter as may be practicable.

We request that we be notified of such effectiveness by a telephone
call to Eric Schwartz of Graubard Miller at (212) 818-8602.

    Very truly yours,

    BENDON GROUP HOLDINGS LIMITED

    By:
    /s/ Justin Davis-Rice

    Name: Justin Davis-Rice
Title:   Executive Director

CORRESP
1
filename1.htm

        Graubard Miller

        The Chrysler Building

        405 Lexington Avenue

        New
        York, N.Y. 10174-1101

        (212) 818-8800

    facsimile

    direct dial number

    (212) 818-8881

    (212) 818-8638

    email address

    jgallant@graubard.com

April 24, 2018

VIA EDGAR

Mr. John Reynolds

Assistant Director

Office of Beverages, Apparel, and Mining

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

    Re:
    Bendon Group Holdings Limited

    Amendment No. 2 to Registration Statement on Form F-4

    Filed April 23, 2018

    File No.:  333-223786

Dear Mr. Reynolds:

As discussed with Jonathan Burr of the staff
of the Securities and Exchange Commission (the “Staff”), attached are proposed edits to the above-captioned registration
statement (the “Registration Statement”), which address the comment set forth in the Staff’s letter, dated as
of today, relating to the Registration Statement. If you have any questions, please do not hesitate to contact me at the above
telephone and facsimile numbers.

    Sincerely,

    /s/ Jeffrey M. Gallant

Mail Stop 3561

April 24, 2018

Via E -Mail
Justin Davis -Rice
Executive Director
Bendon Group Holdings Limited
c/o Bendon Limited
Building 7C, Huntley Street
Alexandria
NSW 2015, Australia

Re: Bendon Group Holdings Limited
Amendment No. 2 to Registration Statement on Form F -4
Filed April 23, 2018
  File No. 333 -223786

Dear Mr. Davis -Rice:

We have reviewed your amended registration statement  and have the following comment .
In our comment , 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 comment ap plies  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 comment , we may have  additional comments.   Unless we note
otherwise, our references to prior comments are to comments in our April 16, 2018 letter .

General

1. We note your response to comment 1.  We also note your risk factor disclosure that if
Nasdaq does not approve Hold co’s application for listing, the Transactions will not be
completed.  Please provide the information stockholders need to assess the magnitude of
the risk.  For example, if there are any known conditions that Holdco may not be able to
meet for listing app roval, please disclose.

Justin Davis -Rice
Bendon Group Holdings Limited
April 24 , 2018
Page 2

You may contact  Jonathan Burr  at (202) 551 -5833 or Brigitte Lippmann at (202) 551 -
3713 with any  questions.

Sincerely,

 /s/ Brigitte Lippmann (for)

John Reynolds
Assistant Director
Office of Beverages, Apparel,
and Mining

cc: Jeffrey M. Gallant, Esq.
Graubard Miller

CORRESP
1
filename1.htm

    Graubard
        Miller

        THE
        CHRYSLER BUILDING

        405
        LEXINGTON AVENUE

        NEW
        YORK, N.Y. 10174-1101

        (212)
        818-8800

    FACSIMILE

    DIRECT DIAL NUMBER

    (212) 818-8881

    (212) 818-8638

    EMAIL
    ADDRESS

    jgallant@graubard.com

April 23, 2018

John Reynolds

Assistant Director

Office of Beverages, Apparel, and Mining

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Bendon Group Holdings Limited

    Amendment No. 1 to Registration

    Statement on Form F-4

    Filed April 11, 2018

    File No. 333-223786

Dear Mr. Reynolds:

On behalf of Bendon Group Holdings Limited
(“Company”), we respond as follows to the Staff’s comment letter, dated April 16, 2018, relating to the above-captioned
Registration Statement on Form F-4 (“Registration Statement”). Please note that for the Staff’s convenience,
we have recited each of the Staff’s comments and provided the Company’s response to each comment immediately thereafter.

General

 1. Please tell us whether you expect to receive conditional Nasdaq approval for the listing of your shares prior to seeking
effectiveness of the registration statement. If not, please provide disclosure on the cover page and throughout the filing that
such approval is not assured. Also disclose whether the merger condition for listing approval can be waived.

The Company does not expect to receive
conditional Nasdaq approval prior to seeking effectiveness of this registration statement. Additionally, the merger condition
for listing approval cannot be waived. Accordingly, the Company has revised the disclosure on the prospectus cover page and
on pages 14, 47, 56, 91 and 184 to reflect the foregoing.

Securities and Exchange Commission

April 23, 2018

Page 2

 2. Please tell us whether Section 31.1 of the constitution of Bendon Group affects the ability of U.S. investors to bring
an action against the company in a jurisdiction outside Australia. If so, please describe this provision in greater detail in the
filing, including, as appropriate, under Risk Factors, Description of Holdco Securities, and Comparison of Rights of Common Stockholders
of Naked and Ordinary Shareholders of Holdco.

We respectfully submit that Section 31.1
of the constitution of the Company does not affect the ability of U.S. investors to bring an action against the Company in a jurisdiction
outside of Australia. The section is drafted as a submission to the “non-exclusive” jurisdiction of Australia. This
section therefore expressly provides for disputes to be heard in the courts of Australia but without prejudice to the right of
an investor to institute a proceeding in the courts of any other appropriate jurisdiction. This section achieves certainty to the
extent the parties know that disputes may be heard in Australia, but it does not provide that disputes must be heard
in Australia. This is in contrast with exclusive jurisdiction clauses which prescribe that parties can only submit a dispute to
a particular jurisdiction.

Exhibit 5.1

 3. Please revise to include the consent as indicated by Exhibit 23.3 on the exhibit list.

We have revised Exhibit 5.1 as requested.

Exhibit 8.1

 4. We note the statement that “the discussion set forth in the section... in the Registration
Statement sets forth the material U.S. Federal income tax consequences ...”
Since you are using a short-form tax opinion please revise your opinion to state that the disclosure in the tax consequences
section is the opinion of counsel. In this regard, please also revise your disclosure in the prospectus under “Material
Federal Income Tax Consequences of the Transactions ...” For guidance, see Section III.B.2
of Staff Legal Bulletin 19.

We have revised Exhibit 8.1 and the
disclosure on page 82 of the Registration Statement as requested.

 5. Please delete the language in the penultimate paragraph stating that the opinion “may
not be used or relied upon by anyone else other than Naked ...” For guidance,
see Section III.D.1 of Staff Legal Bulletin 19.

We have revised Exhibit 8.1 as requested.

* * * * * * * * * *

Securities and Exchange Commission

April 23, 2018

Page 3

If you have any questions, please do not
hesitate to contact me at the above telephone and facsimile numbers.

Sincerely,

/s/ Jeffrey M. Gallant

Jeffrey M. Gallant

 cc: Mr. Justin Davis-Rice

Mail Stop 3561

April 16, 2018

Via E -Mail
Justin Davis -Rice
Executive Director
Bendon Group Holdings Limited
c/o Bendon Limited
Building 7C, Huntley Street
Alexandria
NSW 2015, Australia

Re: Bendon Group Holdings Limited
Amendment No. 1 to Registration Statement on Form F -4
Filed April 11, 2018
  File No. 333 -223786

Dear Mr. Davis -Rice:

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 c omments 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.

General

1. Please tell us whether you expect to receive conditional Nasdaq  approval for the listing of
your shares prior to seeking effectiveness of the registration statement.  If not, please
provide disclosure on the cover page and throughout the filing that such approval is not
assured.  Also disclose whether the merger condi tion for listing approval can be waived.

Justin Davis -Rice
Bendon Group Holdings Limited
April 16 , 2018
Page 2

2. Please tell us whether Section 31.1 of the constitution of Bendon Group affects the ability
of U.S. investors to bring an action against the company in a jurisdiction outside
Australia.  If so, please describe this p rovision in greater detail in the filing, including, as
appropriate, under Risk Factors, Description of Holdco Securities, and Comparison of
Rights of Common Stockholders of Naked and Ordinary Shareholders of Holdco.

Exhibit 5.1

3. Please revise to include the consent as indicated by Exhibit 23.3 on the exhibit list.

Exhibit 8.1

4. We note the statement that “the discussion set forth in the section… in the Registration
Statement sets forth the material U.S. Federal income tax conseq uences …”  Since you
are using a short -form tax opinion please revise your opinion to state that the disclosure
in the tax consequences section is the opinion of counsel.  In this regard, please also
revise your disclosure in the prospectus under “Material Federal Income Tax
Consequences of the Transactions . ..”  For guidance, see Section III.B.2 of Staff Legal
Bulletin 19.

5. Please delete the language in the penultimate paragraph stating that the opinion “may not
be used or relied upon by anyone else othe r than Naked … ” For  guidance, see Section
III.D.1 of Staff Legal Bulletin 19.

You may contact  Jonathan Burr  at (202) 551 -5833 or Brigitte Lippmann at (202) 551 -
3713 with any  questions.

Sincerely,

 /s/ Brigitte Lippmann (for)

John Reynolds
Assistant Director
Office of Beverages, Apparel,
and Mining

cc: Jeffrey M. Gallant, Esq.
Graubard Miller

CORRESP
1
filename1.htm

Graubard Miller

The Chrysler Building

405 Lexington Avenue

New York,
N.Y. 10174-1101

(212) 818-8800

    Facsimile

    direct dial number

    (212) 818-8881

    (212) 818-8638

    email address

    jgallant@graubard.com

    April 11, 2018

John Reynolds

Assistant Director

Office of Beverages, Apparel, and Mining

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Bendon Group Holdings Limited

    Registration Statement on Form F-4

    Filed March 20, 2018

    File No. 333-223786

Dear Mr. Reynolds:

On behalf of Bendon Group Holdings Limited (“Company”),
we respond as follows to the Staff’s comment letter, dated April 4, 2018, relating to the above-captioned Registration Statement
on Form F-4 (“Registration Statement”). Please note that for the Staff’s convenience, we have recited
each of the Staff’s comments and provided the Company’s response to each comment immediately thereafter.

Business of Bendon, Page
151

 1. We note that you are continually exploring the use of new technologies, such as blockchain technology. Please clarify
how you intend to use blockchain trading platforms to provide low cost trade finance.

We wish to advise the Staff that the Company
has not yet taken any steps to determine the feasibility of using blockchain technology in its business. The above-referenced disclosure
was simply meant to indicate that the Company will explore new technologies as they arise and that blockchain technology was just
one example of the types of new technologies it will look to evaluate in the future. We have clarified the disclosure on pages
8 and 151 of the Registration Statement to reflect the foregoing.

Securities and Exchange Commission

April 11, 2018

Page 2

Certain Relationships and Related Person
Transactions, page 180

 2. Please provide the related party transaction disclosure for the period since the beginning of the company’s preceding
three financial years up to the date of the filing. See Item 7.B of Form 20-F and Instruction to Item 404 of Regulation S-K.

We have revised the disclosure on pages 180
to 182 of the Registration Statement, as requested.

* * * * * * * * * *

If you have any questions, please do not hesitate
to contact me at the above telephone and facsimile numbers.

    Sincerely,

    /s/ Jeffrey M. Gallant

    Jeffrey M. Gallant

 cc: Mr. Justin Davis-Rice

Mail Stop 3561

April 4, 2018

Via E -Mail
Justin Davis -Rice
Executive Director
Bendon Group Holdings Limited
c/o Bendon Limited
Building 7C, Huntley Street
Alexandria
NSW 2015, Australia

Re: Bendon Group Holdings Limited
Registration Statement on Form F -4
Filed March 20, 2018
  File No. 333-223786

Dear Mr. Davis -Rice:

We have reviewed your 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.

Business of Bendon, page 151

1. We note that you are continually exploring the use of new technologies, such as
blockchain technology.   Please clarify how you intend to use blockchain trading
platforms to provide low cost trade finance.

Certain Relationshi ps and Related Person Transactions, page 180

2. Please provide the related party transaction disclosure for the period since the beginning
of the company’s preceding three financial years up to the date of the filing.  See
Item 7.B of Form 20 -F and Instructi on to Item 404 of Regulation S -K.

Justin Davis -Rice
Bendon Group Holdings Limited
April 4, 2018
Page 2

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.

Refer to Rules 460 and 461 regarding requests for  acceleration .  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

You may contact  Jonathan Burr  at (202) 551 -5833 or Brigitte Lippmann at (202)  551-
3713 with any  questions.

Sincerely,

 /s/ Brigitte Lippmann (for)

John Reynolds
Assistant Director
Office of Beverages, Apparel,
and Mining

cc: Jeffrey M. Gallant, Esq.
Graubard Miller

CORRESP
1
filename1.htm

        Graubard Miller

        The Chrysler Building

        405 Lexington Avenue

        New
        York, N.Y. 10174-1101

        (212) 818-8800

    Facsimile

    direct dial number

    (212) 818-8881

    (212) 818-8638

    email address

    jgallant@graubard.com

March 19, 2018

John Reynolds

Assistant Director

Office of Beverages, Apparel, and Mining

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re: Bendon Group Holdings Limited

Amendment
No. 1 to

Draft
Registration Statement on Form F-4

Submitted
October 31, 2017

CIK
No. 0001707919

Dear Mr. Reynolds:

On behalf of Bendon Group Holdings Limited
(“Company”), we respond as follows to the Staff’s comment letter, dated November 14, 2017, relating to the above-captioned
draft Registration Statement on Form F-4 (“Registration Statement”). Captions and page references herein correspond
to those set forth in the initial public filing of Registration Statement, a copy of which has been marked with the changes from
first amendment to the draft Registration Statement.

Please note that for the Staff’s convenience,
we have recited each of the Staff’s comments and provided the Company’s response to each comment immediately thereafter.

Background of the Transactions, page
62

 1. We note your response to comment 5. Additionally
we note that on September 27, 2016 Naked's president spoke to Jeffrey Auerbach, of Worldwide Holdings LLC, regarding a potential
business combination with an unnamed company and on October 1, 2016 Naked executed a confidentiality agreement with Bendon. Please
disclose the material discussions or negotiations that took place between September 27 and October 1, 2016 that led to the execution
of the confidentiality agreement. Please also describe all material offers and counteroffers relating to the exchange ratio or
pricing terms in the merger. For example, disclose the exchange ratio proposed in the November 7, 2016 initial letter of intent
and describe the material negotiations, if any, that resulted in the final exchange ratio of one Holdco share for each Naked share.

Securities and Exchange Commission

March 19, 2018

Page 2

We wish to advise the Staff that no material
discussions or negotiations took place between September 27, 2016 and October 1, 2016. Rather, the confidentiality agreement was
entered into in advance of entering into any such discussions or negotiations. With respect to other matters referenced in the
comment above, we have revised the disclosure on pages 65 to 69 of the Registration Statement, as requested.

 2. We note your response to comment 8. Please include
your response to the comment as disclosure in the filing.

We
have revised the disclosure on page 67 of the Registration Statement, as requested.

Beneficial Ownership
of Securities, page 163

 3. We note that you have removed the shares David Hochman
beneficially owns through a trust from the beneficial ownership table. Please revise to include the shares Mr. Hochman beneficially
owns or advise.

We
have revised the disclosure on page 176 of the Registration Statement, as requested.

* * * * * * * * * *

If you have any questions, please do not
hesitate to contact me at the above telephone and facsimile numbers.

Sincerely,

/s/ Jeffrey M. Gallant

Jeffrey M. Gallant

 cc: Mr. Justin Davis-Rice

Mail Stop 3561
November 14 , 2017

Via E -Mail
Justin Davis -Rice
Executive Director
Bendon Group Holdings Limited
c/o Bendon Limited
Building 7C, Huntley Street
Alexandria
NSW 2015, Australia

Bendon Group Holdings Limited
Amendment No. 1 to
Draft Registration Statement on Form F -4
Submitted October 31, 2017
  CIK No. 0001707919

Dear Mr. Davis -Rice:

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 not e otherwise, our references to prior comments are to comments in our
October 6, 2017  letter.

Background of the Transactions, page 62

1. We note your response to comment 5.  Additionally we note that on September 27, 2016
Naked’s president spoke to Jeffrey A uerbach, of Worldwide Holdings LLC, regarding a
potential business combination with an unnamed company and on October 1, 2016 Naked
executed a confidentiality agreement with Bendon.  Please disclose the material discussions
or negotiations that took place between September 27 and October 1, 2016 that led to the
execution of the confidentiality agreement.  Please also describe all material offers and
counteroffers relating to the exchange ratio or pricing terms in the merger.  For example,

Justin Davis -Rice
Bendon Group Holdings Limited
November 14 , 2017
Page 2

 disclose the excha nge ratio proposed in the November 7, 2016 initial letter of intent and
describe the material negotiations, if any, that resulted in the final exchange ratio of one
Holdco share for each Naked share.

2. We note your response to comment 8.  Please include you r response to the comment as
disclosure in the filing .

Beneficial Ownership of Securities, page 163

3. We note that you have removed the shares David Hochman beneficially owns through a
trust from the beneficial ownership table.  Please revise to include th e shares Mr.
Hochman beneficially owns or advise.

You may contact  Jonathan Burr  at (202) 551 -5833 or Brigitte Lippmann at (202) 551 -
3713 with any  questions.

Sincerely,

 /s/ Brigitte Lippmann (for)

John Reynolds
Assistant Director
Office of Beverages, Apparel,
and Mining
cc: Jeffrey M. Gallant, Esq.
Graubard Miller

Mail Stop 3561
October 6, 2017

Via E -Mail
Justin Davis -Rice
Executive Director
Bendon Group Holdings Limited
c/o Bendon Limited
Building 7C, Huntley Street
Alexandria
NSW 2015, Australia

Bendon Group Holdings Limited
Draft Registration Statement on Form  F-4
Submitted September 12, 2017
  CIK No. 0001707919

Dear Mr. Davis -Rice:

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 re sponse to these  comments  and your
amended draft registration statement or filed registration statement,  we may have  additional
comments.

Summary of the Proxy Statement/Prospectus, page 7

1. Please provide the disclosure required by Item 3(h) and (k) of Fo rm F -4.

2. Please disclose the relationship between the Principal Shareholder and any of your
affiliates.  We note that Justin Davis -Rice has signed the merger agreement in the
capacity of director of Bendon Investments Limited.

Justin Davis -Rice
Bendon  Group Holdings Limited
October 6, 2017
Page 2

 Risk Factors, page 25

3. Several discrete risks are described under the caption “Our plans for international
expansion include risks . . .  .”  Please break out each material risk separately with a more
concrete description of each.

Forward -Looking Statements, page 53

4. Please note that reliance upon the safe  harbor protections for forward -looking statements
under the Private Securities Litigation Reform Act is not permitted in initial public
offerings.  Please delete any references to the Private Securities Litigation Reform Act.
See Section 27A(b)(2)(D) of the Securities Act of 1933.

Background of the Transactions, page 60

5. Please disclose the substance and timing of all material offers, counteroffers, discussions
and presentations during the course of the merger negotiations a nd identify the directors
and/or executive officers who participated in the discussions.

6. We note on page 11 you identify executive officers and directors who will continue with
the surviving company.  Please describe the material negotiations related to the executive
officers’ and directors’ ongoing roles, compensation and interest in the surv iving
company.

7. We note that on May 22, 2017 Naked received a fairness opinion from Noble Capital
Markets Inc.  Please disclose the material discussions and presentations  between Naked
and Noble, including when Naked retained Noble.

8. Please describe the  appointment of the Bendon directors to Naked’s board as a result of
the December 19, 2016 letter of intent.  Also describe their role at Naked relating to the
merger negotiations after their appointment to the board.

Opinion of Noble to the Naked Board o f Directors, page 63

9. We note that in performing its reviews and analyses for rendering its opinion, Noble
reviewed financial projections for Naked and Bendon.   Please disclose the material
financial projections used by Noble.

10. We note that Nobles’  opinion  is dated May 22, 2017 .  Please disclose whether any
material changes in Naked’s  operations, performance or in any of the projections or
assumptions upon which Noble  based its opinion have occurred since the delivery of the
opinion or that are anticipated to occur before the stockholder meeting.

Justin Davis -Rice
Bendon  Group Holdings Limited
October 6, 2017
Page 3

 Material Federal Income Tax Consequences. . ., page 72

11. We note your statement that you expect the transaction to be a tax -free reorganization.
Please file your tax opinion as an exhibit and identify tax counsel  in this section of the
filing.  Refer to Item 601(b)(8) of Regulation S -K.  For guidance, see Staff Legal Bulletin
19, Section  III.B and C.

Unaudited Pro Forma Condensed Combined Financial Statement

Unaudited Pro Forma condensed combined Statement of Fi nancial Position as at
January 31, 2017, page 85

12. The summation of the pro forma combined balances for property, plant, and equipment of
NZ$4,694 and intangible assets of NZ$31,533 appears to be inconsistent with the pro
forma combined total non -current as sets balance of NZ$23,446 presented here and on
page 18.   Please clarify or revise.

3. Pro Forma Assumptions and Adjustments

B. Pro Forma Adjustments

i) Purchase accounting, page 92

13. We note that $16,740 million of intangible assets have been recognized under the
acquisition method of accounting in accordance with IFRS 3. It appears that you have
allocated the entire net purchase price for Naked to identifiable intangible assets and
goodwill.   Please provide us with a detailed discussion of the methodology utilized to
determine this amount and the methodology utilized to identify the assets acquired and
liabilities assumed in this acquisition.

Business of Bendon, page 137

14. We note yo ur segment reporting disclosure on page 149.  Please revise your business
overview disclosure to describe your operations and principal activities as well as a
description of the principal markets in which you compete.

15. Please disclose the information re quired by Item 4.D of Form 20 -F for your executive
offices.  If your executive offices are leased, please file your lease agreement as an
exhibit.

Justin Davis -Rice
Bendon  Group Holdings Limited
October 6, 2017
Page 4

 Beneficial Ownership of Bendon Securities , page 157

Beneficial Ownership of Holdco Securities, page 157

16. We note on page FS -57 that Cullen Group owns 71.8% of Bendon Limited.  Please
disclose the beneficial ownership of the Principal Shareholder and Cullen Investments
Limited or advise.

Bendon Related Person Transactions , page 160

17. Please identify the share holders that are party to your loan.

Exhibits, page II -1

18. Please file your lock -up and support agreements as exhibits.

19. Please file your loan agreement as described on page 160 as an exhibit.  Refer to Item
601(b)(10) of Regulation S -K.

You may contact  Joanna Lam  at (202) 551 -3476 or Angela Lumley  at (202) 551 -3398 if
you have questions regarding comments on the financial statements and related matters. Please
contact  Jonathan Burr  at (202) 551 -5833 or Brigitte Lippmann at (202) 551 -3713 with any  other
questions.

Sincerely,

 /s/ Brigitte Lippmann (for)

John Reynolds
Assistant Director
Office of Beverages, Apparel,
and Mining

cc: Jeffrey M. Gallant, Esq.
Graubard Miller