SecProbe.io

CORRESP
 1
 filename1.htm

 Chanson International Holding

 September 30, 2025

 Via EDGAR

 Division of Corporation Finance

 U.S. Securities and Exchange Commission

 100 F Street, NE

 Washington, D.C., 20549

 Attention:
 Bradley Ecker

 Re:
 Chanson International Holding

 Registration Statement on Form F-3, as amended

 Initially Filed on August 14, 2025

 File No. 333-289600

 Dear Mr. Bradley Ecker:

 In accordance with Rule 461
of the General Rules and Regulations under the Securities Act of 1933, as amended, Chanson International Holding hereby requests
that the effectiveness of the above-referenced Registration Statement on Form F-3, as amended, be accelerated to and that the Registration
Statement become effective at 4:30 p.m., Eastern Time, on September 30, 2025, or as soon thereafter as practicable.

 Very truly yours,

 Chanson International Holding

 By:
 /s/ Gang Li

 Name:
 Gang Li

 Title:
 Chief Executive Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 August 19, 2025

Gang Li
Chief Executive Officer
Chanson International Holding
B9 Xinjiang Chuangbo Zhigu Industrial Park
No. 100 Guangyuan Road, Shuimogou District
Urumqi, Xinjiang, China 830017

 Re: Chanson International Holding
 Registration Statement on Form F-3
 Filed on August 14, 2025
 File No. 333-289600
Dear Gang 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 Bradley Ecker at 202-551-4985 with any questions.

 Sincerely,

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

CORRESP
 1
 filename1.htm

 Chanson International Holding

 June 10, 2025

 Via EDGAR

 Division of Corporation Finance

 U.S. Securities and Exchange Commission

 100 F Street, NE

 Washington, D.C., 20549

 Attention:
 Kristin Baldwin and Asia Timmons-Pierce

 Re:
 Chanson International Holding

 Registration Statement on Form F-1, as amended

 Initially Filed on May 19, 2025

 File No. 333-287404
 Request for Acceleration of Effective Date

 Dear Ms. Baldwin and Ms. Timmons-Pierce:

 Pursuant to Rule 461 of the
General Rules and Regulations under the Securities Act of 1933, as amended (the "Securities Act"), Univest Securities, LLC,
as placement agent, hereby joins in the request of Chanson International Holding for acceleration of the effective date of the above-referenced
registration statement on Form F-1, as amended (the "Registration Statement"), so that it becomes effective as of 4:30 p.m.,
Eastern Time, on June 12, 2025, or as soon thereafter as practicable.

 The undersigned has and will
comply, and it has been informed or will be informed by any participating dealers that they have complied or will comply, with the requirements
of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

 Very truly yours,

 UNIVEST SECURITIES, LLC

 By:
 /s/ Edric Yi Guo

 Name:
 Edric Yi Gao

 Title:
 CEO and Head of Investment Banking

CORRESP
 1
 filename1.htm

 Chanson International Holding

 June 10, 2025

 Via EDGAR

 Division of Corporation Finance

 U.S. Securities and Exchange Commission

 100 F Street, NE

 Washington, D.C., 20549

 Attention:
 Kristin Baldwin and Asia Timmons-Pierce

 Re:
 Chanson International Holding

 Registration Statement on Form F-1, as amended

 Initially Filed on May 19, 2025

 File No. 333-287404

 Dear Ms. Baldwin and Ms. Timmons-Pierce:

 In accordance with Rule 461
of the General Rules and Regulations under the Securities Act of 1933, as amended, Chanson International Holding hereby requests
that the effectiveness of the above-referenced Registration Statement on Form F-1, as amended, be accelerated to and that the Registration
Statement become effective at 4:30 p.m., Eastern Time, on June 12, 2025, or as soon thereafter as practicable.

 Very truly yours,

 Chanson International Holding

 By:
 /s/ Gang Li

 Name:
 Gang Li

 Title:
 Chief Executive Officer

CORRESP
 1
 filename1.htm

 Loeb & Loeb LLP
 2206-19 Jardine House
 1 Connaught Place, Central
 Hong Kong
 Tel +852 3923 1111
 Fax +852 3923 1100
 Email HongKong@loeb.com

 樂博律師事務所有限法律責任合夥
 香港中環康樂廣場 1 號
 怡和大廈 2206-19 室
 電話
 +852 3923 1111
 傳真 +852 3923 1100
 電郵 HongKong@loeb.com

 Via EDGAR

 June 9, 2025

 Kristin Baldwin and Asia Timmons-Pierce

 Office of Manufacturing

 Division of Corporation Finance

 U.S. Securities & Exchange Commission

 100 F Street, NE

 Washington, D.C. 20549

 Re: Chanson International Holding

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

 Filed May 30, 2025

 File No. 333-287404

 Dear Ms. Baldwin and Ms. Timmons-Pierce:

 On behalf of our client, Chanson International Holding (the " Company "),
we hereby provide a response to the comments issued in a letter dated June 6, 2025 (the " Staff's Letter ") regarding
the Company's Amendment No. 2. To Registration Statement on Form F-1 (the " Registration Statement "). Contemporaneously,
we are filing an Amendment No. 2 to the Registration Statement via EDGAR (the " Amendment No. 2 ").

 In order to facilitate the review by the staff of the Securities and
Exchange Commission (the " Staff ") of the Amendment No. 2, we have responded, on behalf of the Company, to the comments
set forth in the Staff's Letter on a point-by-point basis. The numbered paragraphs set forth below respond to the Staff's
comments and correspond to the numbered paragraph in the Staff's Letter.

 Form F-1/A filed May 30, 2025

 Cover Page

 1. We note that you are registering 25,000,000 units (the "Units"), consisting of one Class A Ordinary Share, or, in lieu
thereof, a pre-funded warrant; one series A warrant to purchase one Class A Ordinary Share; and one series B warrant to purchase one Class
A Ordinary Share. Please revise the cover page header and your disclosure on page 16 to reflect the Units.

 Response: The Company respectfully advises
the Staff that the cover page and disclosure on page 16 had been updated to reflect the Units.

 Page 2

 2. Please revise your reference from "zero price exercise" to "zero exercise price" throughout the prospectus.

 Response: The Company respectfully advises
the Staff that reference of "zero price exercise" had been revised and replaced by "zero exercise price" or "zero
exercise price option" throughout the prospectus.

 3. We note your response to prior comment 1. Please ensure your fee table reflects the number of securities being registered.

 Response: The Company respectfully advises
the Staff that the fee table had been updated and filed to include the following statement:

 " However, a holder of the Series B
Warrants may also effect the zero exercise price option at any time while the Series B Warrants are outstanding. Under the zero exercise
price option, the holder of the Series B Warrants, has the right to receive the number of Class A Ordinary Shares as set forth in the
applicable Series B Warrant, which will be more than such number of Class A Ordinary Shares that is issuable upon cash exercise or cashless
exercise. We do not expect to receive any proceeds from the zero exercise price option of the Series B Warrants because it is highly
unlikely that a holder of the Series B Warrants would elect to exercise the Series B Warrants by paying cash or via cashless exercise
in lieu of the zero exercise price option. The maximum number of Class A Ordinary Shares issuable under all Series B Warrants (including
the zero exercise price option) shall not exceed 75,000,000. As such, holders of the Series B Warrants may elect to be issued up to 75,000,000
Class A Ordinary Shares upon the zero exercise price option. " (added
text in bold and underlined)

 Please contact me at +852-3923 1187, Joan S. Guilfoyle at +1 (202)
524 8467 or Benjamin Yao at +852-3923 1154 if you would like additional information with respect to any of the foregoing. Thank you.

 Sincerely,

 /s/ Henry Yin

 Henry Yin

 cc: Gang Li, Chief Executive Officer, Chanson International Holding

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 June 6, 2025

Gang Li
Chief Executive Officer
Chanson International Holding
B9 Xinjiang Chuangbo Zhigu Industrial Park
No. 100 Guangyuan Road, Shuimogou District
Urumqi, Xinjiang, China 830017

 Re: Chanson International Holding
 Amendment No. 1 to Registration Statement on Form F-1
 Filed May 30, 2025
 File No. 333-287404
Dear Gang 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. Unless
we note
otherwise, any references to prior comments are to comments in our May 28, 2025
letter.

Form F-1/A filed May 30, 2025
Cover Page

1. We note that you are registering 25,000,000 units (the Units ),
consisting of one
 Class A Ordinary Share, or, in lieu thereof, a pre-funded warrant; one
series A warrant
 to purchase one Class A Ordinary Share; and one series B warrant to
purchase one
 Class A Ordinary Share. Please revise the cover page header and your
disclosure on
 page 16 to reflect the Units.
General

2. Please revise your reference from "zero price exercise" to "zero
exercise price"
 throughout the prospectus.
 June 6, 2025
Page 2

3. We note your response to prior comment 1. Please ensure your fee table
reflects the
 number of securities being registered.
 Please contact Kristin Baldwin at 202-551-7172 or Asia Timmons-Pierce at
202-551-
3754 with any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
cc: Benjamin Yao
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 Loeb & Loeb LLP
 2206-19 Jardine House
 1 Connaught Place, Central
 Hong Kong
 Tel +852 3923 1111
 Fax +852 3923 1100
 Email HongKong@loeb.com

 樂博律師事務所有限法律責任合夥
 香港中環康樂廣場 1 號
 怡和大廈 2206-19 室
 電話
 +852 3923 1111
 傳真 +852 3923 1100
 電郵 HongKong@loeb.com

 Via EDGAR

 May 30, 2025

 Kristin Baldwin and Asia Timmons-Pierce
 Office of Manufacturing
 Division of Corporation Finance
 U.S. Securities & Exchange Commission
 100 F Street, NE
 Washington, D.C. 20549

 Re: Chanson International Holding

 Registration Statement on Form F-1

 Filed May 19, 2025

 File No. 333-287404

 Dear Ms. Baldwin and Ms. Timmons-Pierce:

 On behalf of our client, Chanson International Holding (the " Company "),
we hereby provide a response to the comments issued in a letter dated May 28, 2025 (the " Staff's Letter ") regarding
the Company's Registration Statement on Form F-1 (the " Registration Statement "). Contemporaneously, we are filing
an Amendment No. 1 to the Registration Statement via EDGAR (the " Amendment No. 1 ").

 In order to facilitate the review by the staff of the Securities and
Exchange Commission (the " Staff ") of the Amendment No. 1, we have responded, on behalf of the Company, to the comments
set forth in the Staff's Letter on a point-by-point basis. The numbered paragraphs set forth below respond to the Staff's
comments and correspond to the numbered paragraph in the Staff's Letter.

 Page 2

 Registration Statement on Form
F-1

 Cover Page

 1. We note your disclosure in the header that you are offering
up to 25,000,000 Series B Warrants to "purchase" up to 75,000,000 shares of common stock. Given the existence of the "alternate
cashless exercise" provision, it appears that those warrants will be exercised without any purchase payment. Accordingly, revise
the header to reflect that the Series B Warrants have a zero exercise price or no exercise price option.

 Response: The Company respectfully advises
the Staff that the header had been updated to reflect that up to 75,000,000 Class A Ordinary Shares are issuable upon exercise of the
Series B Warrants to Purchase Class A Ordinary Shares at a Zero Exercise Price (added text in bold and underlined).

 2. We note your references in your prospectus to an "alternative
cashless exercise" of the Series B Warrants. The term "cashless exercise" is generally understood to allow a warrant holder
to exercise a warrant without paying cash for the exercise price and reducing the number of shares receivable by the holder by an amount
equal in value to the aggregate exercise price the holder would otherwise pay to exercise the warrants. In cashless exercises, it is
expected that the warrant holder receives fewer shares than they would if they opted to pay the exercise price in cash. Please clarify
your disclosure throughout the prospectus by removing the references to "alternative cashless exercise" and exclusively using
the term "zero exercise price" or another appropriate term that conveys that, in addition to the company receiving no cash
upon the "alternative cashless exercise," the warrant holders would be entitled to receive more shares than they would under
the cash exercise terms.

 Response: The Company respectfully advises
the Staff that throughout the prospectus, the references to "alternative cashless exercise" had been removed and replaced
with the expression of "zero price exercise." In addition, on the cover page and pages 16, 21 and 47, the Company revised
its disclosure that "Under the zero price exercise option, the holder of the Series B Warrants, has the right to receive the number
of Class A Ordinary Shares as set forth in the applicable Series B Warrant , which will be more than such number of Class A Ordinary
Shares that is issuable upon cash exercise or cashless exercise ." (added text in bold and underlined)

 3. With respect to the warrants with an alternative cashless
exercise feature, please revise the cover page narrative and Summary to explain, if true, that as a result of this feature you do not
expect to receive any cash proceeds from the exercise of the Warrants because it is highly unlikely that a warrant holder would wish
to pay an exercise price to receive one share when they could choose the alternative cashless exercise option and pay no money to receive
more than one share.

 Response: The Company respectfully advises
the Staff that on the cover page and pages 21 and 47, the Company added disclosure that " We do not expect to receive any proceeds
from the zero price exercise of the Series B Warrants because it is highly unlikely that a holder of the Series B Warrants would elect
to exercise the Series B Warrants by paying cash or via cashless exercise in lieu of the zero price exercise. " (added text
in bold and underlined)

 Risk Factors, page 22

 Page 3

 4. We note your disclosures indicate that under the cashless
exercise provision, your Series A and Series B warrant holders have the right to receive an aggregate number of shares based on the formula
provided. Please revise the header, the cover page narrative and the Summary to highlight the maximum number of shares that could be
issued upon exercise of your Series A warrants and your Series B warrants. For guidance, refer to Regulation S-K, Item 501(b)(2). Additionally,
disclose that the number of shares issuable on the exercise of the warrant under the alternative cashless exercise provision increases
as the stock price falls further below the initial exercise price of the warrant.

 Response: The Company respectfully advises
the Staff that on the cover page and pages 22 and 45, the Company added disclosure the maximum number of Class A Ordinary Shares that
are issuable upon cashless exercise of the Series A Warrants and the Series B Warrants. The Company respectively advises the Staff that
pursuant to "alternative cashless exercise" provision in Section 2(c)(ii) of the Series B Warrant, the number of shares issuable
upon such alternative cashless exercise is fixed and will not increase as the stock price falls further below the initial exercise price.

 5. We note your risk factor disclosure on page 21 concerning
the potential for substantial dilution from the "alternative cashless exercise" provision. With reference to the disclosure
on pages 21, please revise the risk factor disclosure, or add a new risk factor, to address potential dilution from the reset provision
that could adjust upward the number of common shares underlying the Series B Warrants. The risk factor should disclose the maximum number
of shares that may be issuable upon exercise of the warrants.

 Response: The Company respectfully advises
the Staff that there is no reset provision under the Series B Warrants and the maximum number of shares that may be issuable upon "alternative
cashless exercise" or "zero price exercise" under the Series B Warrants is disclosed in the risk factor on page 21.

 6. Please include in your risk factor disclosure that the offering
could cause the company's common stock price to fall below the minimum bid price. We note that on page 18, you received a notice from
the Listing Qualifications Department of Nasdaq that based upon the closing bid price of the Class A Ordinary Shares of the Company for
the last 30 consecutive business days, you no longer meet the continued listing requirement of Nasdaq under Nasdaq Listing Rules 5550(a)(2)
and as a result, your shares could be delisted from Nasdaq. If you have any plans to seek shareholder approval for a reverse stock split,
please disclose these plans in the registration statement, including the proposed ratio, if known.

 Response: The Company respectfully advises
the Staff that the risk factor on page 18 was updated.

 Please contact me at +852-3923 1187, Joan S. Guilfoyle at +1 (202)
524 8467 or Benjamin Yao at +852-3923 1154 if you would like additional information with respect to any of the foregoing. Thank you.

 Sincerely,

 /s/ Henry Yin

 Henry Yin

 cc: Gang Li, Chief Executive Officer, Chanson International Holding

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 28, 2025

Gang Li
Chief Executive Officer
Chanson International Holding
B9 Xinjiang Chuangbo Zhigu Industrial Park
No. 100 Guangyuan Road, Shuimogou District
Urumqi, Xinjiang, China 830017

 Re: Chanson International Holding
 Registration Statement on Form F-1
 Filed May 19, 2025
 File No. 333-287404
Dear Gang Li:

 We have conducted a limited review of your 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.

Registration Statement on Form F-1
Cover Page

1. We note your disclosure in the header that you are offering up to
25,000,000 Series B
 Warrants to purchase up to 75,000,000 shares of common stock.
Given the
 existence of the "alternate cashless exercise" provision, it appears
that those warrants
 will be exercised without any purchase payment. Accordingly, revise the
header to
 reflect that the Series B Warrants have a zero exercise price or no
exercise price
 option.
2. We note your references in your prospectus to an "alternative cashless
exercise" of the
 Series B Warrants. The term "cashless exercise" is generally understood
to allow a
 warrant holder to exercise a warrant without paying cash for the
exercise price and
 reducing the number of shares receivable by the holder by an amount
equal in value to
 May 28, 2025
Page 2

 the aggregate exercise price the holder would otherwise pay to exercise
the warrants.
 In cashless exercises, it is expected that the warrant holder receives
fewer shares than
 they would if they opted to pay the exercise price in cash. Please
clarify your
 disclosure throughout the prospectus by removing the references to
 "alternative cashless exercise" and exclusively using the term "zero
exercise price" or
 another appropriate term that conveys that, in addition to the company
receiving no
 cash upon the "alternative cashless exercise," the warrant holders would
be entitled to
 receive more shares than they would under the cash exercise terms.
3. With respect to the warrants with an alternative cashless exercise
feature, please
 revise the cover page narrative and Summary to explain, if true, that as
a result of this
 feature you do not expect to receive any cash proceeds from the exercise
of the
 Warrants because it is highly unlikely that a warrant holder would wish
to pay an
 exercise price to receive one share when they could choose the
alternative cashless
 exercise option and pay no money to receive more than one share.
Risk Factors, page 22

4. We note your disclosures indicate that under the cashless exercise
provision, your
 Series A and Series B warrant holders have the right to receive an
aggregate number
 of shares based on the formula provided. Please revise the header, the
cover page
 narrative and the Summary to highlight the maximum number of shares that
could be
 issued upon exercise of your Series A warrants and your Series B
warrants. For
 guidance, refer to Regulation S-K, Item 501(b)(2). Additionally,
disclose that the
 number of shares issuable on the exercise of the warrant under the
alternative cashless
 exercise provision increases as the stock price falls further below the
initial exercise
 price of the warrant.
5. We note your risk factor disclosure on page 21 concerning the potential
for substantial
 dilution from the "alternative cashless exercise" provision. With
reference to the
 disclosure on pages 21, please revise the risk factor disclosure, or add
a new risk
 factor, to address potential dilution from the reset provision that
could adjust upward
 the number of common shares underlying the Series B Warrants. The risk
factor
 should disclose the maximum number of shares that may be issuable upon
exercise of
 the warrants.
6. Please include in your risk factor disclosure that the offering could
cause the
 company's common stock price to fall below the minimum bid price. We
note that on
 page 18, you received a notice from the Listing Qualifications
Department of
 Nasdaq that based upon the closing bid price of the Class A Ordinary
Shares of the
 Company for the last 30 consecutive business days, you no longer meet
the continued
 listing requirement of Nasdaq under Nasdaq Listing Rules 5550(a)(2) and
as a
 result, your shares could be delisted from Nasdaq. If you have any plans
to seek
 shareholder approval for a reverse stock split, please disclose these
plans in the
 registration statement, including the proposed ratio, if known.
 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.
 May 28, 2025
Page 3

 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 Kristin Baldwin at 202-551-7172 or Asia Timmons-Pierce at
202-551-
3754 with any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
cc: Benjamin Yao
</TEXT>
</DOCUMENT>

CORRESP
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Chanson International Holding

September 11, 2024

Via EDGAR

Division of Corporation Finance

Office of Manufacturing

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

    Attention:
    Bradley Ecker

    Re:
    Chanson International Holding

    Registration Statement on Form F-1, as amended (File No. 333-281732)

    Initially Filed August 23, 2024

Dear Mr. Ecker:

In accordance with Rule 461 of the General Rules
and Regulations under the Securities Act of 1933, as amended, Chanson International Holding hereby requests that the effectiveness of
the above-referenced Registration Statement on Form F-1 (the “Registration Statement”) be accelerated to and that the Registration
Statement becomes effective at 5:00 p.m., Eastern Time, on September 12, 2024, or as soon thereafter as practicable.

    Very truly yours,

    Chanson International Holding

    By:
    /s/ Gang Li

    Name:
    Gang Li

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

    cc:
    Ying Li, Esq.

    Hunter Taubman Fischer & Li LLC

CORRESP
1
filename1.htm

September 11, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-1004

 Re: Chanson International Holding

Registration Statement on Form F-1, as amended

File No. 333-281732

Ladies and Gentlemen:

As the placement agent of
the proposed offering of Chanson International Holding (the “Company”), we hereby join the Company’s request for acceleration
of the above-referenced Registration Statement, requesting effectiveness for 5:00 p.m., Eastern Time, on Thursday, September 12, 2024,
or as soon thereafter as is practicable.

The undersigned advise that
they have complied and will continue to comply with Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

    Very truly yours,

    Joseph Stone Capital, LLC

    By:
    /s/ Damian Maggio

    Name:
     Damian Maggio

    Title:
    Chief Executive Officer

August 27, 2024
Gnag Li
Chief Executive Officer
Chanson International Holding
B9 Xinjiang Chuangbo Zhigu Industrial Park
No. 100 Guangyuan Road, Shuimogou District
Urumqi, Xinjiang, China 830017
Re:Chanson International Holding
Registration Statement on Form F-1
Filed on August 23, 2024
File No. 333-281732
Dear Gnag Li:
            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 Bradley Ecker at 202-551-4985 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
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Chanson International Holding

March 28, 2023

Via EDGAR

Division of Corporation Finance

Office of Manufacturing

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

    Attention:
    Mr. Ernest Greene

    Ms. Anne McConnell

    Mr. Geoff Kruczek

    Mr. Jay Ingram

    Re:
    Chanson International Holding

    Registration Statement on Form F-1, as amended

    Initially Filed on March 31, 2021

    File No. 333-254909

Ladies and Gentlemen:

In accordance with Rule 461
of the General Rules and Regulations under the Securities Act of 1933, as amended, Chanson International Holding hereby requests
that the effectiveness of the above-referenced Registration Statement on Form F-1, as amended, be accelerated to and that the Registration
Statement become effective at 5:00 p.m., Eastern Time, on March 29, 2023, or as soon thereafter as practicable.

    Very truly yours,

    Chanson International Holding

    By:
    /s/ Gang Li

    Name:
    Gang Li

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

CORRESP
1
filename1.htm

Chanson International Holding

March 28, 2023

Via EDGAR

Division of Corporation Finance

Office of Manufacturing

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

    Attention:
    Mr. Ernest Greene

    Ms. Anne McConnell

    Mr. Geoff Kruczek

    Mr. Jay Ingram

    Re:
    Chanson International Holding

    Registration Statement on Form F-1, as amended

    Initially Filed on March 31, 2021

    File No. 333-254909

Ladies and Gentlemen:

On March 24, 2023, Chanson International
Holding requested acceleration of the effective date of the above referenced Registration Statement so that it would become effective
at 5:00 p.m. ET on March 28, 2023, or as soon as thereafter practicable. We hereby withdraw our request for acceleration of effectiveness.

    Very truly yours,

    Chanson International Holding

    By:
    /s/ Gang Li

    Name:
    Gang Li

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

CORRESP
1
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EF Hutton,

Division of Benchmark Investments, LLC

590 Madison Avenue, 39th Floor

New York, NY 10022

VIA EDGAR

March 28, 2023

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Attention:
    Mr. Ernest Greene

    Ms. Anne McConnell

    Mr. Geoff Kruczek

    Mr. Jay Ingram

    Re:
    Chanson International Holding

    Registration Statement on Form F-1, as amended

    Initially Filed on March 31, 2021

    File No. 333-254909

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations
of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended, EF Hutton, division of Benchmark Investments,
LLC, as the underwriter, hereby requests the acceleration of the effective date of the above-referenced Registration Statement so that
it will become effective at 5:00 p.m., Eastern Time, on March 29, 2023, or as soon thereafter as practicable.

Pursuant to Rule 460 under the Act, we wish to advise
you that we have distributed as many copies of the Preliminary Prospectus dated March 20, 2023, to selected dealers, institutions and
others as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

The undersigned confirms that it has complied and
will continue to comply with, and it has been informed or will be informed by participating dealers that they have complied or will comply
with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in connection with the above-referenced issue.

Very truly yours,

EF Hutton,

Division of Benchmark Investments LLC

    By:
    /s/ Sam Fleischman

    Name:
    Sam Fleischman

    Title:
    Supervisory Principal

CORRESP
1
filename1.htm

EF Hutton,

Division of Benchmark Investments, LLC

590 Madison Avenue, 39th Floor

New York, NY 10022

VIA EDGAR

March 28, 2023

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Attention:
    Mr. Ernest Greene

    Ms. Anne McConnell

    Mr. Geoff Kruczek

    Mr. Jay Ingram

    Re:
    Chanson International Holding

    Registration Statement on Form F-1, as amended

    Initially Filed on March 31, 2021

    File No. 333-254909

Ladies and Gentlemen:

EF Hutton, division of Benchmark Investments, LLC,
as the underwriter, respectfully requests withdrawal of its acceleration request letter filed as correspondence via EDGAR on March 24,
2023, which requested that the above-referenced Registration Statement become effective at 5:00 p.m., Eastern Time, on March 28, 2023,
or as soon thereafter as practicable. The undersigned is no longer requesting that such Registration Statement be declared effective at
this specific date and time and the undersigned hereby formally withdraws such request for acceleration.

Very truly yours,

EF Hutton,

Division of Benchmark Investments LLC

    By:
    /s/ Sam Fleischman

    Name:
    Sam Fleischman

    Title:
    Supervisory Principal

CORRESP
1
filename1.htm

EF Hutton,

Division of Benchmark Investments, LLC

590 Madison Avenue, 39th Floor

New York, NY 10022

VIA EDGAR

March 24, 2023

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Attention:
    Mr. Ernest Greene

    Ms. Anne McConnell

    Mr. Geoff Kruczek

    Mr. Jay Ingram

    Re:
    Chanson International Holding

    Registration Statement on Form F-1, as amended

    Initially Filed on March 31, 2021

    File No. 333-254909

Ladies and Gentlemen:

EF Hutton, division of Benchmark Investments, LLC,
as the underwriter, respectfully requests withdrawal of its acceleration request letter filed as correspondence via EDGAR on March 23,
2023, which requested that the above-referenced Registration Statement become effective at 5:00 p.m., Eastern Time, on March 24, 2023,
or as soon thereafter as practicable. The undersigned is no longer requesting that such Registration Statement be declared effective at
this specific date and time and the undersigned hereby formally withdraws such request for acceleration.

Very truly yours,

EF Hutton,

Division of Benchmark Investments LLC

    By:
    /s/ Sam Fleischman

Name: Sam Fleischman

Title: Supervisory Principal

CORRESP
1
filename1.htm

Chanson International Holding

March 24, 2023

Via EDGAR

Division of Corporation Finance

Office of Manufacturing

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

    Attention:
    Mr. Ernest Greene

    Ms. Anne McConnell

    Mr. Geoff Kruczek

    Mr. Jay Ingram

    Re:
    Chanson International Holding

    Registration Statement on Form F-1, as amended

    Initially Filed on March 31, 2021

    File No. 333-254909

Ladies and Gentlemen:

In accordance with Rule 461
of the General Rules and Regulations under the Securities Act of 1933, as amended, Chanson International Holding hereby requests
that the effectiveness of the above-referenced Registration Statement on Form F-1, as amended, be accelerated to and that the Registration
Statement become effective at 5:00 p.m., Eastern Time, on March 28, 2023, or as soon thereafter as practicable.

    Very truly yours,

    Chanson International Holding

    By:
    /s/ Gang Li

    Name:
    Gang Li

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

CORRESP
1
filename1.htm

Chanson International Holding

March 24, 2023

Via EDGAR

Division of Corporation Finance

Office of Manufacturing

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

    Attention:
    Mr. Ernest Greene

    Ms. Anne McConnell

    Mr. Geoff Kruczek

    Mr. Jay Ingram

    Re:
    Chanson International Holding

    Registration Statement on Form F-1, as amended

    Initially Filed on March 31, 2021

    File No. 333-254909

Ladies and Gentlemen:

On March 23, 2023, Chanson International
Holding requested acceleration of the effective date of the above referenced Registration Statement so that it would become effective
at 5:00 p.m. ET on March 24, 2023, or as soon as thereafter practicable. We hereby withdraw our request for acceleration of effectiveness.

    Very truly yours,

    Chanson International Holding

    By:
    /s/ Gang Li

    Name:
    Gang Li

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

CORRESP
1
filename1.htm

EF Hutton,

Division of Benchmark Investments, LLC

590 Madison Avenue, 39th Floor

New York, NY 10022

VIA EDGAR

March 24, 2023

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Attention:
    Mr. Ernest Greene

    Ms. Anne McConnell

    Mr. Geoff Kruczek

    Mr. Jay Ingram

    Re:
    Chanson International Holding

    Registration Statement on Form F-1, as amended

    Initially Filed on March 31, 2021

    File No. 333-254909

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations
of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended, EF Hutton, division of Benchmark Investments,
LLC, as the underwriter, hereby requests the acceleration of the effective date of the above-referenced Registration Statement so that
it will become effective at 5:00 p.m., Eastern Time, on March 28, 2023, or as soon thereafter as practicable.

Pursuant to Rule 460 under the Act, we wish to advise
you that we have distributed as many copies of the Preliminary Prospectus dated March 20, 2023, to selected dealers, institutions and
others as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

The undersigned confirms that it has complied and
will continue to comply with, and it has been informed or will be informed by participating dealers that they have complied or will comply
with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in connection with the above-referenced issue.

Very truly yours,

EF Hutton,

Division of Benchmark Investments LLC

    By:
    /s/ Sam Fleischman

Name: Sam Fleischman

Title: Supervisory Principal

CORRESP
1
filename1.htm

EF Hutton,

Division of Benchmark Investments, LLC

590 Madison Avenue, 39th Floor

New York, NY 10022

VIA EDGAR

March 23, 2023

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Attention:
    Mr. Ernest Greene

    Ms. Anne McConnell

    Mr. Geoff Kruczek

    Mr. Jay Ingram

    Re:
    Chanson International Holding

    Registration Statement on Form F-1, as amended

    Initially Filed on March 31, 2021

    File No. 333-254909

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations
of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended, EF Hutton division of Benchmark Investments,
LLC. as the underwriter, hereby requests the acceleration of the effective date of the above-referenced Registration Statement so that
it will become effective 5:00 p.m., Eastern Time, on March 24, 2023, or as soon thereafter as practicable.

Pursuant to Rule 460 under the Act, we wish to advise
you that we have distributed as many copies of the Preliminary Prospectus dated March 20, 2023, to selected dealers, institutions and
others as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

The undersigned confirms that it has complied and
will continue to comply with, and it has been informed or will be informed by participating dealers that they have complied or will comply
with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in connection with the above-referenced issue.

Very truly yours,

EF Hutton,

Division of Benchmark Investments LLC

    By:
    /s/ Sam Fleischman

    Name:
    Sam Fleischman

    Title:
    Supervisory Principal

CORRESP
1
filename1.htm

Chanson International Holding

March 23, 2023

Via EDGAR

Division of Corporation Finance

Office of Manufacturing

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

    Attention:
    Mr. Ernest Greene

    Ms. Anne McConnell

    Mr. Geoff Kruczek

    Mr. Jay Ingram

    Re:
    Chanson International Holding

    Registration Statement on Form F-1, as amended

Initially Filed on March 31, 2021

File No. 333-254909

Ladies and Gentlemen:

In accordance with Rule 461
of the General Rules and Regulations under the Securities Act of 1933, as amended, Chanson International Holding hereby requests
that the effectiveness of the above-referenced Registration Statement on Form F-1, as amended, be accelerated to and that the Registration
Statement become effective at 5:00 p.m., Eastern Time, on March 24, 2023, or as soon thereafter as practicable.

    Very truly yours,

    Chanson International Holding

    By:
    /s/ Gang Li

    Name:
    Gang Li

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

CORRESP
1
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Chanson International Holding

December 15, 2022

Via EDGAR

Division of Corporation Finance

Office of Manufacturing

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

    Attention:
    Mr. Ernest Greene

    Ms. Anne McConnell

    Mr. Geoff Kruczek

    Mr. Jay Ingram

    Re:
    Chanson International Holding

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

    Filed December 1, 2022

    File No. 333-254909

Ladies and Gentlemen:

This letter is in response to the letter dated
December 9, 2022 from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”)
addressed to Chanson International Holding (the “Company,” “we,” and “our”). For ease of reference,
we have recited the Commission’s comments in this response and numbered them accordingly. An amended Registration Statement on Form
F-1 (“Amended Registration Statement No. 7”) is being filed to accompany this letter.

Index to Consolidated Financial Statements,
page F-1

1. If your audited financial statements become
older than 12 months, please be advised, since this is an initial public offering of your common shares, you may be required to provide
updated financial statements. Accordingly, if your registration statement is not effective by December 30, 2022, please update your financial
statements and related disclosures pursuant to Item 8.A.4 of Form 20-F or, if applicable, provide the appropriate representations in an
exhibit to the filing as required by Instruction 2 to Item 8.A.4.

In response to the Staff’s comments, we
have filed the appropriate representations as Exhibit 99.8 to Amended Registration Statement No. 7 as required by Instruction 2 to Item
8.A.4.

General

2. We note the disclosure regarding your change
in certifying accountant. In addition to the disclosure regarding your former auditor, please expand to disclose with respect to your
new auditor the PCAOB’s ability to inspect your new auditor, whether it is subject to the determinations to which you refer and related
matters.

In response to the Staff’s comments, we
revised our disclosure on the cover page and pages 7 and 41 of Amended Registration Statement No. 7 to disclose that (i) the PCAOB has
the ability to inspect both our former auditor and our new auditor and (ii) neither our former auditor nor our new auditor is subject
to the determinations announced by the PCAOB on December 16, 2021.

In responding to your comments, the Company acknowledges
that:

    ●
    the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

    ●
    Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and

    ●
    the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

We appreciate the assistance the Staff has provided
with its comments. If you have any questions, please do not hesitate to call our counsel, Ying Li, Esq., of Hunter Taubman Fischer &
Li LLC, at (212) 530-2206.

Very truly yours,

    /s/ Gang Li

    Name:
    Gang Li

    Title:
    Chief Executive Officer and Director

    cc:
    Ying Li, Esq.

    Hunter Taubman Fischer & Li LLC

United States securities and exchange commission logo
December 9, 2022
Gang Li
Chief Executive Officer
Chanson International Holding
No. 26 Culture Road, Tianshan District
Urumqi, Xinjiang, China
Re:Chanson International Holding
Amendment No. 6 to Registration Statement on Form F-1
December 1, 2022
File No. 333-254909
Dear Gang 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 [Month day, year] letter.
Amendment No. 6 to Registration Statement on Form F-1 filed December 1, 2022
Index to Consolidated Financial Statements, page F-1
1.If your audited financial statements become older than 12 months, please be advised,
since this is an initial public offering of your common shares, you may be required to
provide updated financial statements.  Accordingly, if your registration statement is not
effective by December 30, 2022, please update your financial statements and related
disclosures pursuant to Item 8.A.4 of Form 20-F or, if applicable, provide the appropriate
representations in an exhibit to the filing as required by Instruction 2 to Item 8.A.4.
General
2.We note the disclosure regarding your change in certifying accountant.  In addition to the

 FirstName LastNameGang Li
 Comapany NameChanson International Holding
 December 9, 2022 Page 2
 FirstName LastName
Gang Li
Chanson International Holding
December 9, 2022
Page 2
disclosure regarding your former auditor, please expand to disclose with respect to your
new auditor the PCAOB's ability to inspect your new auditor, whether it is subject to the
determinations to which you refer and related matters.
            You may contact Ernest Greene at (202) 551-3733 or Anne McConnell at (202) 551-3709
if you have questions regarding comments on the financial statements and related
matters.  Please contact Geoff Kruczek at (202) 551-3641 or Jay Ingram, Legal Branch Chief, at
(202) 551-3397 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Ying Li

CORRESP
1
filename1.htm

Chanson International Holding

December 1, 2022

Via EDGAR

Division of Corporation Finance

Office of Manufacturing

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

    Attention:
    Ernest Greene

    Anne McConnell

    Geoff Kruczek

    Jay Ingram

    Re:
    Chanson International Holding

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

    Filed September 2, 2022

    File No. 333-254909

Ladies and Gentlemen:

This letter is in response to the letter dated
September 22, 2022 from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”)
addressed to Chanson International Holding (the “Company,” “we,” and “our”). For ease of reference,
we have recited the Commission’s comments in this response and numbered them accordingly. An amended Registration Statement on Form
F-1 (“Amended Registration Statement No. 6”) is being filed to accompany this letter.

General

1. Please disclose (1) whether your business
segments, products, lines of service, projects, or operations are materially impacted by the pandemic-related lockdowns in China and (2)
the impact of consumer demand declines in China. In addition, discuss any steps you are taking to mitigate adverse impacts to your business.

In response to the Staff’s comments, we revised
our disclosure on pages 12, 24, 74, and 75 of Amended Registration Statement No. 6 to (i) disclose the negative impact by the pandemic-related
lockdowns in China on the business, products, and operations of the Company’s PRC stores (the “PRC Stores”), and steps
the PRC Stores have taken to mitigate such impact and (ii) clarify that the decline in consumer demand in China has not had a material
impact on the PRC Stores.

2. You disclose that inflation affects your
results of operations. Please expand to identify the principal factor(s) contributing to the inflationary pressures the company has experienced
and clarify the resulting impact to the company, including to revenues, costs and expenses and gross profit. Please also identify actions
planned or taken, if any, to mitigate inflationary pressures.

In response to the Staff’s comments, we revised
our disclosure on pages 12 and 13 of Amended Registration Statement No. 6 to (i) clarify that the PRC Stores have not been materially
impacted by inflation and (ii) identify the principal factors contributing to the inflationary pressures the Company’s U.S. stores
(the “U.S. Stores”) have experienced, clarify the resulting impact, and identify actions taken to mitigate inflationary pressures.

3. Please disclose whether and how your business,
products, lines of service, projects, or operations are materially impacted by supply chain disruptions, especially in light of Russia’s
invasion of Ukraine. For example, discuss whether you have or expect to:

    ●
    suspend the production, purchase, sale or maintenance of certain items due to a lack of raw materials, parts, or equipment; inventory shortages; closed factories or stores; reduced headcount; or delayed projects;

    ●
    experience labor shortages that impact your business;

    ●
    experience cybersecurity attacks in your supply chain;

    ●
    experience higher costs due to constrained capacity or increased commodity prices or challenges sourcing materials (e.g., certain food products such as tomato paste);

    ●
    experience surges or declines in consumer demand for which you are unable to adequately adjust your supply;

    ●
    be unable to supply products at competitive prices or at all; or

    ●
    be exposed to supply chain risk in light of Russia’s invasion of Ukraine.

Explain whether and how you have undertaken
efforts to mitigate the impact and where possible quantify the impact to your business.

In response to the Staff’s comments, we revised
our disclosure on pages 12, 13, and 27 of Amended Registration Statement No. 6 to (i) clarify that the PRC Stores have not been materially
impacted by the supply chain disruptions and (ii) disclose the impacts of supply chain disruptions, especially in light of Russia’s
invasion of Ukraine, on the U.S. Stores and the efforts they have undertaken to mitigate the impact.

Capitalization, page 57

4. We note you present a full pro forma capitalization
column that assumes the over allotment option is exercised in full. Since it is not clear you can conclude that exercise of the over allotment
option is probable, it does not appear your current presentation is appropriate. In lieu of presenting a full pro forma column that assumes
the over allotment option is exercised in full, we would not object to a footnote to the pro forma column that excludes the over allotment
option to disclosure the impact if the over allotment option is exercised in full. Please be advised, this comment is also applicable
to your disclosures under Dilution.

In response to the Staff’s comments, we revised
our disclosure on page 61 of Amended Registration Statement No. 6 to remove the pro forma capitalization column that assumes the over-allotment
option is exercised in full. We also revised our disclosure on page 63 to remove the pro forma dilution column and table that assume the
over-allotment option is exercised in full.

Financial Statements, page F-1

5. Please continue to consider the financial
statement updating requirements of Item 8.A.5 of Form 20-F.

In response to the Staff’s comments, we
provided updated interim financial statements and related disclosure in Amended Registration Statement No. 6 as required by Item 8.A.5
of Form 20-F.

In responding to your comments, the Company acknowledges
that:

    ●
    the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

    ●
    Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and

    ●
    the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

We appreciate the assistance the Staff has provided
with its comments. If you have any questions, please do not hesitate to call our counsel, Ying Li, Esq., of Hunter Taubman Fischer &
Li LLC, at (212) 530-2206.

Very truly yours,

    /s/ Gang Li

    Name:
    Gang Li

    Title:
    Chief Executive Officer and Director

    cc:
    Ying Li, Esq.

    Hunter Taubman Fischer & Li LLC

United States securities and exchange commission logo
September 22, 2022
Cheng Chen
Chief Executive Officer
Chanson International Holding
No. 26 Culture Road, Tianshan District
Urumqi, Xinjiang, China
Re:Chanson International Holding
Amendment No. 5 to Registration Statement on Form F-1
September 2, 2022
File No. 333-254909
Dear Mr. Chen:
            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.
Form F-1/A Filed on September 2, 2022
General
1.Please disclose (1) whether your business segments, products, lines of service, projects, or
operations are materially impacted by the pandemic-related lockdowns in China and (2)
the impact of consumer demand declines in China. In addition, discuss any steps you are
taking to mitigate adverse impacts to your business.
2.You disclose that inflation affects your results of operations. Please expand to identify the
principal factor(s) contributing to the inflationary pressures the company has experienced
and clarify the resulting impact to the company, including to revenues, costs and expenses
and gross profit.  Please also identify actions planned or taken, if any, to mitigate
inflationary pressures.

 FirstName LastNameCheng Chen
 Comapany NameChanson International Holding
 September 22, 2022 Page 2
 FirstName LastName
Cheng Chen
Chanson International Holding
September 22, 2022
Page 2
3.Please disclose whether and how your business, products, lines of service, projects, or
operations are materially impacted by supply chain disruptions, especially in light of
Russia’s invasion of Ukraine.  For example, discuss whether you have or expect to:

• suspend the production, purchase, sale or maintenance of certain items due to a lack of
raw materials, parts, or equipment; inventory shortages; closed factories or stores; reduced
headcount; or delayed projects;
• experience labor shortages that impact your business;
• experience cybersecurity attacks in your supply chain;
• experience higher costs due to constrained capacity or increased commodity prices or
challenges sourcing materials (e.g., certain food products such as tomato paste);
• experience surges or declines in consumer demand for which you are unable to
adequately adjust your supply;
• be unable to supply products at competitive prices or at all; or
• be exposed to supply chain risk in light of Russia’s invasion of Ukraine.

Explain whether and how you have undertaken efforts to mitigate the impact and where
possible quantify the impact to your business
Capitialization, page 57
4.We note you present a full pro forma capitalization column that assumes the over
allotment option is exercised in full. Since it is not clear you can conclude that exercise of
the over allotment option is probable, it does not appear your current presentation is
appropriate.  In lieu of presenting a full pro forma column that assumes the over allotment
option is exercised in full, we would not object to a footnote to the pro forma column that
excludes the over allotment option to disclosure the impact if the over allotment option is
exercised in full.  Please be advised, this comment is also applicable to your disclosures
under Dilution.

 FirstName LastNameCheng Chen
 Comapany NameChanson International Holding
 September 22, 2022 Page 3
 FirstName LastName
Cheng Chen
Chanson International Holding
September 22, 2022
Page 3
Financial Statements, page F-1
5.Please continue to consider the financial statement updating requirements of Item 8.A.5 of
Form 20-F.
            You may contact Ernest Greene at (202) 551-3733 or Anne McConnell at (202) 551-3709
if you have questions regarding comments on the financial statements and related
matters.  Please contact Geoff Kruczek at (202) 551-3641 or Jay Ingram, Legal Branch Chief, at
(202) 551-3397 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Ying Li

CORRESP
1
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Chanson International Holding

September 2, 2022

Via EDGAR

Division of Corporation Finance

Office of Manufacturing

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

    Attention:
    Ernest Greene

    Anne McConnell

    Geoff Kruczek

    Jay Ingram

    Re:
    Chanson International Holding

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

    Filed January 27, 2022

    File No. 333-254909

Ladies and Gentlemen:

This letter is in response to the letter dated
March 14, 2022 from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”)
addressed to Chanson International Holding (the “Company,” “we,” and “our”). For ease of reference,
we have recited the Commission’s comments in this response and numbered them accordingly. An amended Registration Statement on Form
F-1 (“Amended Registration Statement No. 5”) is being filed to accompany this letter.

Prospectus Summary

Selected Condensed Consolidated Financial
Schedule of Chanson International and Its Subsidiaries and VIEs, page 15

1. We note that your condensed consolidated
financial schedules do not present certain major lines items. Please revise your condensed consolidated financial schedules to present
additional major line items such as cost of revenue, equity in earnings (loss) of subsidiaries and VIEs, and related subtotals, and disaggregated
intercompany amounts, such as separate line items for intercompany revenues, receivables, and payables based on fees the WFOE is entitled
to under certain contractual agreements that comprise the VIE agreements. The objective of the disclosure is to allow an investor to evaluate
the nature of assets held by, and the operations of, entities apart from the VIEs, as well as the nature and amounts associated with intercompany
transactions. Any intercompany amounts should be presented on a gross basis and when necessary, additional disclosures about such amounts
should be included in order to make the information presented not misleading. Please also revise the condensed consolidated financial
schedules to provide separate columns for the WFOEs that are the primary beneficiary of the VIEs.

In response to the Staff’s comments, we
revised our condensed consolidating financial schedules on pages 15 to 17 of Amended Registration Statement No. 5 to present additional
major line items and provide separate columns for the WFOE that is the primary beneficiary of the VIEs.

In responding to your comments, the Company acknowledges
that:

    ●
    the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

    ●
    Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and

    ●
    the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

We appreciate the assistance the Staff has provided
with its comments. If you have any questions, please do not hesitate to call our counsel, Ying Li, Esq., of Hunter Taubman Fischer &
Li LLC, at (212) 530-2206.

Very truly yours,

    /s/ Cheng Chen

    Name:
    Cheng Chen

    Title:
    Chief Executive Officer and Director

    cc:
    Ying Li, Esq.

    Hunter Taubman Fischer & Li LLC

United States securities and exchange commission logo
March 14, 2022
Cheng Chen
Chief Executive Officer
Chanson International Holding
No. 26 Culture Road, Tianshan District
Urumqi, Xinjiang, China
Re:Chanson International Holding
Amendment No. 4 to Registration Statement on Form F-1
Filed January 27, 2022
File No. 333-254909
Dear Mr. Chen:
            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 4 to Form F-1 Filed on January 27, 2022
Prospectus Summary
Selected Condensed Consolidated Financial Schedule of Chanson International and Its
Subsidiaries and VIEs, page 15
1.We note that your condensed consolidated financial schedules do not present certain
major lines items.  Please revise your condensed consolidated financial schedules to
present additional major line items such as cost of revenue, equity in earnings (loss) of
subsidiaries and VIEs, and related subtotals, and disaggregated intercompany amounts,
such as separate line items for intercompany revenues, receivables, and payables based on
fees the WFOE is entitled to under certain contractual agreements that comprise the VIE
agreements.  The objective of the disclosure is to allow an investor to evaluate the nature
of assets held by, and the operations of, entities apart from the VIEs, as well as the nature

 FirstName LastNameCheng Chen
 Comapany NameChanson International Holding
 March 14, 2022 Page 2
 FirstName LastName
Cheng Chen
Chanson International Holding
March 14, 2022
Page 2
and amounts associated with intercompany transactions.  Any intercompany amounts
should be presented on a gross basis and when necessary, additional disclosures about
such amounts should be included in order to make the information presented not
misleading.  Please also revise the condensed consolidated financial schedules to provide
separate columns for the WFOEs that are the primary beneficiary of the VIEs.

            You may contact Ernest Greene at (202) 551-3733 or Anne McConnell at (202) 551-3709
if you have questions regarding comments on the financial statements and related
matters.  Please contact Geoff Kruczek at (202) 551-3641 or Jay Ingram, Legal Branch Chief, at
(202) 551-3397 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Ying Li

CORRESP
1
filename1.htm

Chanson International Holding

January 27, 2022

Via Edgar

Mr. Jay Ingram

Legal Branch Chief

Division of Corporation Finance

Office of Manufacturing

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

    Re:
    Chanson International Holding

    Amendment No. 3 to Registration Statement on Form F-1

    Filed September 20, 2021

    File No. 333-254909

Dear Mr. Ingram:

This letter is in response to the letter dated
October 4, 2021 from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”)
addressed to Chanson International Holding (the “Company,” “we,” and “our”). For ease of reference,
we have recited the Commission’s comments in this response and numbered them accordingly. An amended Registration Statement on Form
F-1 (“Amended Registration Statement No. 4”) is being filed to accompany this letter.

Prospectus Cover Page, page i

1. We note your revisions in response to prior
comment 3. Please refrain from using terms such as “we,” “us,” “our Company” or the “Company”
when describing activities or functions of a VIE or your subsidiaries. In this regard, we note the definitions included in the third-to-last
bullet point on page ii.

In response to the Staff’s comments, we
revised our disclosure on page ii and throughout Amended Registration Statement No. 4.

Asset Transfers Between Our Company, Our
Subsidiaries, and the VIEs, page 10

2. We note your revisions in response to prior
comment 7. Please revise to clarify how the disclosed transfers occurred, such as a dividend, distribution or other type of contribution.

In response to the Staff’s comments, we
revised our disclosure on page 13  of Amended Registration Statement No. 4 to clarify how the disclosed transfers occurred.

3. We note your response to prior comment 8
and the condensed consolidating schedules you provided on page 13. It is not clear to us why the balance of Investments in subsidiaries
and VIEs, included in the Chanson International column of the balance sheet disclosures as of 12/31/19, is not equal to consolidated equity
as of 12/31/19, consistent with the balance sheet disclosures as of 12/31/20 and the disclosure in the notes to your financial statements
on page F-23. Please clarify or revise.

In response to the Staff’s comments, we
revised our disclosure on page 16  of Amended Registration Statement No. 4.

In responding to your comments, the Company acknowledges
that:

    ●
    the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

    ●
    Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and

    ●
    the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

     2

We appreciate the assistance the Staff has provided
with its comments. If you have any questions, please do not hesitate to call our counsel, Ying Li, Esq., of Hunter Taubman Fischer &
Li LLC, at (212) 530-2206.

Very truly yours,

    /s/ Cheng Chen

    Name:
    Cheng Chen

    Title:
    Chief Executive Officer and Director

Ying Li, Esq.

Hunter Taubman Fischer & Li LLC

3

United States securities and exchange commission logo
October 4, 2021
Cheng Chen
Chief Executive Officer
Chanson International Holding
No. 26 Culture Road, Tianshan District
Urumqi, Xinjiang, China
Re:Chanson International Holding
Amendment No. 3 to Registration Statement on Form F-1
Filed September 20, 2021
File No. 333-254909
Dear Mr. Chen:
            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. 3 to Registration Statement on Form F-3 filed September 20, 2021
Prospectus Cover Page, page i
1.We note your revisions in response to prior comment 3.  Please refrain from using terms
such as “we," "us," "our Company" or the "Company" when describing activities or
functions of a VIE or your subsidiaries.  In this regard, we note the definitions included in
the third-to-last bullet point on page ii.
Asset Transfers Between Our Company, Our Subsidiaries, and the VIEs, page 10
2.We note your revisions in response to prior comment 7.  Please revise to clarify how the
disclosed transfers occurred, such as a dividend, distribution or other type of
contribution.

 FirstName LastNameCheng Chen
 Comapany NameChanson International Holding
 October 4, 2021 Page 2
 FirstName LastName
Cheng Chen
Chanson International Holding
October 4, 2021
Page 2
3.We note your response to prior comment 8 and the condensed consolidating schedules you
provided on page 13.  It is not clear to us why the balance of Investments in subsidiaries
and VIEs, included in the Chanson International column of the balance sheet disclosures
as of 12/31/19, is not equal to consolidated equity as of 12/31/19, consistent with the
balance sheet disclosures as of 12/31/20 and the disclosure in the notes to your financial
statements on page F-23.  Please clarify or revise.
            You may contact Ernest Greene at (202) 551-3733or Anne McConnell at (202) 551-3709
if you have questions regarding comments on the financial statements and related
matters.  Please contact Geoff Kruczek at (202) 551-3641 or Jay Ingram, Legal Branch Chief, at
(202) 551-3397 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Ying Li

CORRESP
1
filename1.htm

Chanson
International Holding

September 20, 2021

Via
Edgar

Mr.
Jay Ingram

Legal
Branch Chief

Division
of Corporation Finance

Office
of Manufacturing

U.S.
Securities and Exchange Commission

100
F Street, NE

Washington,
D.C., 20549

    Re:
    Chanson International
    Holding

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

    Filed August 27, 2021

    File No. 333-254909

Dear
Mr. Ingram:

This
letter is in response to the letter dated September 8, 2021 from the staff (the “Staff”) of the Securities and Exchange Commission
(the “Commission”) addressed to Chanson International Holding (the “Company,” “we,” and “our”).
For ease of reference, we have recited the Commission’s comments in this response and numbered them accordingly. An amended Registration
Statement on Form F-1 (“Amended Registration Statement No. 3”) is being filed to accompany this letter.

Prospectus
Cover Page, page i

1.
Please disclose prominently on the prospectus cover page that you are not a Chinese operating company but a Cayman Islands holding company
with operations conducted by your subsidiaries and through contractual arrangements with a variable interest entity (VIE) based in China
and that this structure involves unique risks to investors. Explain whether the VIE structure is used to replicate foreign investment
in Chinese-based companies where Chinese law prohibits direct foreign investment in the operating companies, and disclose that investors
may never directly hold equity interests in the Chinese operating company. Your disclosure should acknowledge that Chinese regulatory
authorities could disallow this structure, which would likely result in a material change in your operations and/or value of your ordinary
shares, 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.

In
response to the Staff’s comments, we revised our disclosure on the prospectus cover page and pages 1 and 6 of Amended Registration
Statement No. 3 to (i) disclose that we are not a Chinese operating company but a Cayman Islands holding company with operations conducted
by our subsidiaries in China and the U.S. and through contractual arrangements with our VIEs in China and that this structure involves
unique risks to investors, (ii) explain that the VIE structure is used to replicate foreign investment in Chinese-based companies but
Chinese law does not prohibit direct foreign investment in our VIEs, and (iii) disclose that investors may never directly hold equity
interests in our VIEs.

2.
Provide prominent disclosure about the legal and operational risks associated with being based in or 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.

In
response to the Staff’s comments, we revised our disclosure on the prospectus cover page and page 6 of Amended Registration Statement
No. 3 to disclose the legal and operational risks associated with having the majority of our operations in China.

3.
Clearly disclose how you will refer to the holding company, subsidiaries, and VIEs 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 VIE.
Disclose clearly the entity (including the domicile) in which investors are purchasing their interest.

In
response to the Staff’s comments, we revised our disclosure throughout Amended Registration Statement No. 3 to make it clear to
investors which entity the disclosure is referencing and which subsidiaries or entities are conducting the business operations.

Prospectus
Summary, page 1

4.
Disclose clearly that the company uses a structure that involves a VIE based in China and what that entails and provide early in the
summary a diagram of the company’s corporate structure, including who the equity ownership interests are of each entity. Describe
all contracts and arrangements through which you purport to obtain economic rights and exercise control that results in consolidation
of the VIE’s operations and financial results into your financial statements. Identify clearly the entity in which investors are
purchasing their interest and the entity(ies) in which the company’s operations are conducted. Describe the relevant contractual
agreements between the entities and how this type of corporate structure may affect investors and the value of their investment, including
how and why the contractual arrangements may be less effective than direct ownership and that the company may incur substantial costs
to enforce the terms of the arrangements. Disclose the uncertainties regarding the status of the rights of the Cayman Islands holding
company with respect to its contractual arrangements with the VIE, its founders and owners, and the challenges the company may face enforcing
these contractual agreements due to uncertainties under Chinese law and jurisdictional limits.

In response to the Staff’s comments, we
revised our disclosure on pages 1, 2, 3, 4, 5, and 6 of Amended Registration Statement No. 3.

5.
In your summary of risk factors, disclose the risks that your corporate structure and being based in or having the majority of the company’s
operations in China poses to investors. In particular, describe the significant regulatory, liquidity, and enforcement risks with 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

In
response to the Staff’s comments, we revised our disclosure on pages 9, 30, and 31 of Amended Registration Statement No. 3 to describe
the risks that having the majority of our operations in China poses to investors.

6.
Disclose each permission that you, your subsidiaries or your VIEs are required to obtain from Chinese authorities to operate and issue
these securities to foreign investors. State whether you, your subsidiaries, or VIEs are covered by permissions requirements from the
CSRC, CAC or any other entity that is required to approve of the VIE’s operations, and state affirmatively whether you have received
all requisite permissions and whether any permissions have been denied.

In response to the Staff’s comments, we
revised our disclosure on pages 10 and 31 of Amended Registration Statement No. 3 to clarify that (i) we are currently not required to
obtain permission from any of the PRC authorities to operate and issue our Class A ordinary shares to foreign investors and (ii) we, our
subsidiaries, and our VIEs are not required to obtain permission or approval relating to our Class A ordinary shares from the PRC authorities,
including the CSRC or CAC, for our subsidiaries or VIEs’ operations, nor have we nor our subsidiaries or VIEs received any denial
for our subsidiaries or VIEs’ operations with respect to this offering.

7.
Provide a clear description of how cash is transferred through your organization. Disclose your intentions to distribute earnings or
settle amounts owed under the VIE agreements. Quantify any cash flows and transfers of other assets by type that have occurred between
the holding company, its subsidiaries, and consolidated VIEs, and direction of transfer. Quantify any dividends or distributions that
a subsidiary or consolidated VIE have 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. 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 your businesses, including subsidiaries and/or consolidated VIEs, to the parent company and
U.S. investors as well as the ability to settle amounts owed under the VIE agreements.

In
response to the Staff’s comments, we revised our disclosure on pages 11 and 51 of Amended Registration Statement No. 3 to provide
a clear description of how cash is transferred through our organization.

8.
We note that the consolidated VIEs constitute a material part of your consolidated financial statements. Please provide in tabular form
condensed consolidating schedule - depicting the financial position, cash flows and results of operations for the parent, the consolidated
variable interest entities, and any eliminating adjustments separately - as of the same dates and for the same periods for which audited
consolidated financial statements are required. Highlight the financial statement information related to the variable interest entity
and parent, so an investor may evaluate the nature of assets held by, and the operations of, entities apart from the variable interest
entity, which includes the cash held and transferred among entities.

In response to the Staff’s comments, we
revised the disclosure on pages 12 and 13 of Amended Registration Statement No. 3 to provide in tabular form condensed consolidating schedule
as of the same dates and for the same periods for which audited consolidated financial statements are required.

9.
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. If
the PCAOB has been or is currently unable to inspect your auditor, revise your disclosure to so state.

In
response to the Staff’s comments, we revised our disclosure on pages 6, 10, and 32 of Amended Registration Statement No. 3 to disclose
that trading in our securities may be prohibited under the Holding Foreign Companies Accountable Act if the PCAOB determines that it
cannot inspect or fully investigate our auditor, and that as a result an exchange may determine to delist our securities.

    3

Risk
Factors, page 11

10.
Revise your risk factors to acknowledge that if the PRC government determines that the contractual arrangements constituting part of
your VIE structure do not comply with PRC regulations, or if these regulations change or are interpreted differently in the future, your
shares may decline in value or become worthless if you are unable to assert your contractual control rights over the assets of your PRC
subsidiaries that conduct all or substantially all of your operations.

In
response to the Staff’s comments, we revised our disclosure on pages 9 and 28 of Amended Registration Statement No. 3 to acknowledge
that if the PRC government determines that the contractual arrangements constituting part of our VIE structure do not comply with PRC
regulations, or if these regulations change or are interpreted differently in the future, we may be unable to assert our contractual
rights over the assets of our VIEs, and our Class A Ordinary Shares may decline in value or become worthless.

11.
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.

In
response to the Staff’s comments, we revised our disclosure on pages 9 and 31 of Amended Registration Statement No. 3 to (i) highlight
the risk that the Chinese government may intervene or influence our operations at any time, which could result in a material change in
our operations and the value of our Class A ordinary shares and (ii) acknowledge the risk that any action 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 our ability to offer or continue to offer securities to investors and cause the value of such securities to
significantly decline or be worthless.

12.
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.

In response to the Staff’s comments, we
revised our disclosure on the prospectus cover page and pages 6, 9, and 32 of Amended Registration Statement No. 3 to explain how the
greater oversight by the Cyberspace Administration of China over data security, particularly for companies seeking to list on a foreign
exchange, impacts our business and our offering and clarify that we believe we will not be subject to cybersecurity review by the Cyberspace
Administration of China, based on our current understanding of the draft Measures for Cybersecurity Censorship.

Our
PRC Affiliated Entities have not made adequate social insurance and housing fund contributions …, page 29

13.
We note the risk factor that your PRC Affiliated Entities have not made adequate social insurance and housing fund contributions for
all employees as required by PRC regulations. Please revise your risk factor to quantify the required social insurance and housing fund
contributions that you have not made as of the latest date practicable and clarify whether these amounts have been accrued and recorded
in your historical financial statements. If you have not accrued

United States securities and exchange commission logo
September 8, 2021
Cheng Chen
Chief Executive Officer
Chanson International Holding
No. 26 Culture Road, Tianshan District
Urumqi, Xinjiang, China
Re:Chanson International Holding
Amendment No. 2 to Registration Statement on Form F-1
Filed August 27, 2021
File No. 333-254909
Dear Mr. Chen:
            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 filed August 27, 2021
Prospectus Cover Page, page i
1.Please disclose prominently on the prospectus cover page that you are not a Chinese
operating company but a Cayman Islands holding company with operations conducted by
your subsidiaries and through contractual arrangements with a variable interest entity
(VIE) based in China and that this structure involves unique risks to investors.  Explain
whether the VIE structure is used to replicate foreign investment in Chinese-based
companies where Chinese law prohibits direct foreign investment in the operating
companies, and disclose that investors may never directly hold equity interests in the
Chinese operating company.  Your disclosure should acknowledge that Chinese regulatory
authorities could disallow this structure, which would likely result in a material change in
your operations and/or value of your ordinary shares, including that it could cause the

 FirstName LastNameCheng Chen
 Comapany NameChanson International Holding
 September 8, 2021 Page 2
 FirstName LastNameCheng Chen
Chanson International Holding
September 8, 2021
Page 2
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.
2.Provide prominent disclosure about the legal and operational risks associated with being
based in or 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.
3.Clearly disclose how you will refer to the holding company, subsidiaries, and VIEs 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 VIE. Disclose clearly the entity (including the domicile) in
which investors are purchasing their interest.
Prospectus Summary, page 1
4.Disclose clearly that the company uses a structure that involves a VIE based in China and
what that entails and provide early in the summary a diagram of the company’s corporate
structure, including who the equity ownership interests are of each entity.  Describe all
contracts and arrangements through which you purport to obtain economic rights and
exercise control that results in consolidation of the VIE’s operations and financial results
into your financial statements.  Identify clearly the entity in which investors are
purchasing their interest and the entity(ies) in which the company’s operations are
conducted.  Describe the relevant contractual agreements between the entities and how
this type of corporate structure may affect investors and the value of their investment,
including how and why the contractual arrangements may be less effective than direct
ownership and that the company may incur substantial costs to enforce the terms of the
arrangements.   Disclose the uncertainties regarding the status of the rights of the Cayman
Islands holding company with respect to its contractual arrangements with the VIE, its
founders and owners, and the challenges the company may face enforcing these
contractual agreements due to uncertainties under Chinese law and jurisdictional limits.
5.In your summary of risk factors, disclose the risks that your corporate structure and being
based in or having the majority of the company’s operations in China poses to investors.
In particular, describe the significant regulatory, liquidity, and enforcement risks with
cross-references to the more detailed discussion of these risks in the prospectus.  For

 FirstName LastNameCheng Chen
 Comapany NameChanson International Holding
 September 8, 2021 Page 3
 FirstName LastNameCheng Chen
Chanson International Holding
September 8, 2021
Page 3
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.
6.Disclose each permission that you, your subsidiaries or your VIEs are required to obtain
from Chinese authorities to operate and issue these securities to foreign investors.  State
whether you, your subsidiaries, or VIEs are covered by permissions requirements from the
CSRC, CAC or any other entity that is required to approve of the VIE’s operations, and
state affirmatively whether you have received all requisite permissions and whether any
permissions have been denied.
7.Provide a clear description of how cash is transferred through your organization.  Disclose
your intentions to distribute earnings or settle amounts owed under the VIE agreements.
Quantify any cash flows and transfers of other assets by type that have occurred between
the holding company, its subsidiaries, and consolidated VIEs, and direction of transfer.
Quantify any dividends or distributions that a subsidiary or consolidated VIE have 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.  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 your businesses,
including subsidiaries and/or consolidated VIEs, to the parent company and U.S. investors
as well as the ability to settle amounts owed under the VIE agreements.
8.We note that the consolidated VIEs constitute a material part of your consolidated
financial statements.  Please provide in tabular form condensed consolidating schedule  -
depicting the financial position, cash flows and results of operations for the parent, the
consolidated variable interest entities, and any eliminating adjustments separately - as of
the same dates and for the same periods for which audited consolidated financial
statements are required.  Highlight the financial statement information related to the
variable interest entity and parent, so an investor may evaluate the nature of assets held
by, and the operations of, entities apart from the variable interest entity, which includes
the cash held and transferred among entities.
9.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

 FirstName LastNameCheng Chen
 Comapany NameChanson International Holding
 September 8, 2021 Page 4
 FirstName LastNameCheng Chen
Chanson International Holding
September 8, 2021
Page 4
securities.  If the PCAOB has been or is currently unable to inspect your auditor, revise
your disclosure to so state.
Risk Factors, page 11
10.Revise your risk factors to acknowledge that if the PRC government determines that the
contractual arrangements constituting part of your VIE structure do not comply with PRC
regulations, or if these regulations change or are interpreted differently in the future, your
shares may decline in value or become worthless if you are unable to assert your
contractual control rights over the assets of your PRC subsidiaries that conduct all or
substantially all of your operations.
11.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.
12.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.
Our PRC Affiliated Entities have not made adequate social insurance and housing fund
contributions ..., page 29
13.We note the risk factor that your PRC Affiliated Entities have not made adequate social
insurance and housing fund contributions for all employees as required by PRC
regulations.  Please revise your risk factor to quantify the required social insurance and
housing fund contributions that you have not made as of the latest date practicable and
clarify whether these amounts have been accrued and recorded in your historical financial
statements.  If you have not accrued these amounts in your historical financial
statements, please explain how you determined your expense recognition is appropriate
and complies with US GAAP.  In addition, please revise your risk factor to also quantify
the amount or range of potential late fees and fines you may be subject to.
Financial Statements, page F-1
14.Please note the updating requirements of Item 8.A.5 of Form 20-F, as applicable.
            You may contact Ernest Greene at (202) 551-3733 or Anne McConnell at (202) 551-3709

 FirstName LastNameCheng Chen
 Comapany NameChanson International Holding
 September 8, 2021 Page 5
 FirstName LastName
Cheng Chen
Chanson International Holding
September 8, 2021
Page 5
if you have questions regarding comments on the financial statements and related
matters.  Please contact Geoff Kruczek at (202) 551-3641 or Jay Ingram, Legal Branch Chief, at
(202) 551-3397 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Ying Li

CORRESP
1
filename1.htm

Chanson International Holding

August 27, 2021

Via Edgar

Mr. Jay Ingram

Legal Branch Chief

Division of Corporation Finance

Office of Manufacturing

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

    Re:
    Chanson International Holding

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

    Filed June 2, 2021

    File No. 333-254909

Dear Mr. Ingram:

This letter is in response to the letter dated
June 10, 2021 from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) addressed
to Chanson International Holding (the “Company,” “we,” and “our”). For ease of reference, we have
recited the Commission’s comments in this response and numbered them accordingly. An amended Registration Statement on Form F-1
(the “Amended Registration Statement No. 2”) is being filed to accompany this letter.

Recent joint statement . . ., page 27

1. Please update the disclosure in this risk
factor to discuss regulatory developments since December 2020. As one example, discuss the interim rules adopted in March 2021 and the
related impact on you.

In response to the Staff’s comments, we
updated the disclosure on page 27 of the Amended Registration Statement No. 2 to discuss regulatory developments since December 2020.

In responding to your comments, the Company acknowledges
that:

    ●
    the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

    ●
    Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and

    ●
    the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

We appreciate the assistance the Staff has provided
with its comments. If you have any questions, please do not hesitate to call our counsel, Ying Li, Esq., of Hunter Taubman Fischer &
Li LLC, at (212) 530-2206.

Very truly yours,

    /s/ Cheng Chen

    Name:
    Cheng Chen

    Title:
    Chief Executive Officer and Director

Ying Li, Esq.

Hunter Taubman Fischer & Li LLC

United States securities and exchange commission logo
June 10, 2021
Cheng Chen
Chief Executive Officer
Chanson International Holding
No. 26 Culture Road, Tianshan District
Urumqi, Xinjiang, China
Re:Chanson International Holding
Amendment No. 1 to Registration Statement on Form F-1
Filed June 2, 2021
File No. 333-254909
Dear Mr. Chen:
            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. 1 to Registration Statement on Form F-1 filed June 2, 2021
Recent joint statement . . ., , page 27
1.Please update the disclosure in this risk factor to discuss regulatory developments since
December 2020.  As one example, discuss the interim rules adopted in March 2021 and
the related impact on you.
            You may contact Ernest Greene at (202) 551-3733 or Anne McConnell at (202) 551-3709
if you have questions regarding comments on the financial statements and related
matters.  Please contact Geoff Kruczek at (202) 551-3641 or Jay Ingram, Legal Branch Chief, at
(202) 551-3397 with any other questions.

 FirstName LastNameCheng Chen
 Comapany NameChanson International Holding
 June 10, 2021 Page 2
 FirstName LastName
Cheng Chen
Chanson International Holding
June 10, 2021
Page 2
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Ying Li

CORRESP
1
filename1.htm

Chanson International Holding

June 2, 2021

Via Edgar

Mr. Jay Ingram

Legal Branch Chief

Division of Corporation Finance

Office of Manufacturing

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

    Re:
    Chanson International Holding

    Registration Statement on Form F-1

    Filed March 31, 2021

    File No. 333-254909

Dear Mr. Ingram:

This letter is in response to the letter dated
April 1, 2021 from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) addressed
to Chanson International Holding (the “Company,” “we,” and “our”). For ease of reference, we have
recited the Commission’s comments in this response and numbered them accordingly. An amended Registration Statement on Form F-1
(the “Amended Registration Statement No. 1”) is being filed to accompany this letter.

General, page 1

1. Please file your response letter to our
comment letter dated February 16, 2021 on Edgar.

In response to the Staff’s comments, we
filed our response letter to the Staff’s comment letter dated February 16, 2021 on Edgar on April 1, 2021.

Financial Statements, page F-1

2. Please provide updated audited financial
statements and related disclosures as required by Item 8.A.4 of Form 20-F.

In response to the Staff’s comments, we
provided updated audited financial statements and related disclosures in the Amended Registration Statement No. 1 as required by Item
8.A.4 of Form 20-F.

In responding to your comments, the Company acknowledges
that:

 ● the
Company is responsible for the adequacy and accuracy of the disclosure in the filing;

 ● Staff
comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to
the filing; and

 ● the
Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities
laws of the United States.

We appreciate the assistance the Staff has provided
with its comments. If you have any questions, please do not hesitate to call our counsel, Ying Li, Esq., of Hunter Taubman Fischer &
Li LLC, at (212) 530-2206.

Very truly yours,

    /s/ Cheng Chen

    Name:
    Cheng Chen

    Title:
    Chief Executive Officer and Director

Ying Li, Esq.

Hunter Taubman Fischer & Li LLC

CORRESP
1
filename1.htm

Chanson International Holding

March 31, 2021

Via Edgar

Mr. Jay Ingram

Legal Branch Chief

Division of Corporation Finance

Office of Manufacturing

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

    Re:
    Chanson International Holding (formerly known as RON Holding Limited)

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

    Submitted January 27, 2021

    CIK No. 0001825349

Dear Mr. Ingram:

This letter is in response to the letter
dated February 16, 2021 from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
addressed to RON Holding Limited (the “Company,” “we,” and “our”). Effective on December 18,
2020, the Company changed its name to Chanson International Holding. For ease of reference, we have recited the Commission’s
comments in this response and numbered them accordingly. A Registration Statement on Form F-1 (the “Registration Statement”)
is being filed to accompany this letter.

COVID-19 Affecting Our Results of
Operations, page 59

1. We note that your revisions in response
to prior comment 1 only discuss the impact of COVID-19 on your operations and financial condition through June 30, 2020, even though
your revisions discuss events related to COVID-19 after that date. Please revise to discuss the impact of COVID-19 on your liquidity
and financial condition as of a current date. Quantify the impact to the extent possible.

In response to the Staff’s comments,
we revised the disclosure on pages 59 and 60 of the Registration Statement to discuss the impact of COVID-19 on our liquidity and
financial condition as of a current date.

Consolidated Financial Statements

Note 8 - Related Party Transactions

a. Due from a related party, page
F-22

2. We note your response to prior comment
5 and your disclosure that cash advanced to the chief executive officer of Xinjiang United Family and your controlling shareholder
was “used as the initial working capital in relation to the opening of five new UFG entities, such as prepaid rental, renovation,
and other start-up expenses in 2019”. Please confirm and revise your disclosures to clarify that all expenses and liabilities
incurred on your behalf by your controlling shareholder are appropriately recorded in your consolidated financial statements. Refer
to Staff Accounting Bulletin Topic 5:T.

In response to the Staff’s comments,
we revised the disclosure on page F-22 of the Registration Statement to clarify that all expenses and liabilities incurred on our
behalf by our controlling shareholder are appropriately recorded in our consolidated financial statements.

General

3. Please identify the underwriter in
the next submission or filing.

In response to the Staff’s comments,
we identified the underwriter in the Registration Statement.

In responding to your comments, the Company
acknowledges that:

    ●
    the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

    ●
    Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and

    ●
    the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

We appreciate the assistance the Staff
has provided with its comments. If you have any questions, please do not hesitate to call our counsel, Ying Li, Esq., of Hunter
Taubman Fischer & Li LLC, at (212) 530-2206.

Very truly yours,

    /s/ Cheng Chen

    Name:
    Cheng Chen

    Title:
    Chief Executive Officer and Director

Ying Li, Esq.

Hunter Taubman Fischer & Li LLC

United States securities and exchange commission logo
April 1, 2021
Cheng Chen
Chief Executive Officer
Chanson International Holding
No. 26 Culture Road, Tianshan District
Urumqi, Xinjiang, China
Re:Chanson International Holding
Registration Statement on Form F-1
Filed March 31, 2021
File No. 333-254909
Dear Mr. Chen:
            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.
Form F-1 Filed on March 31, 2021
General, page 1
1.Please file your response letter to our comment letter dated February 16, 2021 on Edgar.
Financial Statements, page F-1
2.Please provide updated audited financial statements and related disclosures as required by
Item 8.A.4 of Form 20-F.
            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.

 FirstName LastNameCheng Chen
 Comapany NameChanson International Holding
 April 1, 2021 Page 2
 FirstName LastName
Cheng Chen
Chanson International Holding
April 1, 2021
Page 2
            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 Ernest Greene at (202) 551-3733 or Anne McConnell at (202) 551-3709
if you have questions regarding comments on the financial statements and related
matters.  Please contact Geoff Kruczek at (202) 551-3641 or Jay Ingram, Legal Branch Chief, at
(202) 551-3397 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Ying Li

United States securities and exchange commission logo
February 16, 2021
Cheng Chen
Chief Executive Officer
RON Holding Ltd
No. 26 Culture Road, Tianshan District
Urumqi, Xinjiang, China
Re:RON Holding Ltd
Amendment No. to Confidential Draft Registration Statement on Form F-1
Submitted January 27, 2021
CIK No. 0001825349
Dear Mr. Chen:
            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. 1 to Confidential Draft Registration Statement on Form F-1 submitted January
27, 2021
COVID-19 Affecting Our Results of Operations, page 59
1.We note that your revisions in response to prior comment 1 only discuss the impact of
COVID-19 on your operations and financial condition through June 30, 2020, even
though your revisions discuss events related to COVID-19 after that date.  Please revise to
discuss the impact of COVID-19 on your liquidity and financial condition as of a current
date.  Quantify the impact to the extent possible.

 FirstName LastNameCheng Chen
 Comapany NameRON Holding Ltd
 February 16, 2021 Page 2
 FirstName LastName
Cheng Chen
RON Holding Ltd
February 16, 2021
Page 2
Consolidated Financial Statements
Note 8 - Related Party Transactions
a. Due from a related party, page F-22
2.We note your response to prior comment 5 and your disclosure that cash advanced to the
chief executive officer of Xinjiang United Family and your controlling shareholder was
"used as the initial working capital in relation to the opening of five new UFG entities,
such as prepaid rental, renovation, and other start-up expenses in 2019".  Please confirm
and revise your disclosures to clarify that all expenses and liabilities incurred on your
behalf by your controlling shareholder are appropriately recorded in your consolidated
financial statements.  Refer to Staff Accounting Bulletin Topic 5:T.
General
3.Please identify the underwriter in the next submission or filing.
            You may contact Ernest Greene at (202) 551-3733 or Anne McConnell at (202) 551-3709
if you have questions regarding comments on the financial statements and related
matters.  Please contact Geoff Kruczek at (202) 551-3641 or Jay Ingram, Legal Branch Chief, at
(202) 551-3397 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Ying Li

United States securities and exchange commission logo
October 26, 2020
Cheng Chen
Chief Executive Officer
RON Holding Ltd
No. 26 Culture Road, Tianshan District
Urumqi, Xinjiang, China
Re:RON Holding Ltd
Confidential Draft Registration Statement on Form F-1
Filed September 30, 2020
CIK No. 0001825349
Dear Mr. Chen:
            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.
Confidential Draft Registration Statement on Form F-1
Prospectus Summary, page 1
1.Please revise the summary to clearly explain the impact on your operations of COVID-19,
rather than a one-sentence bullet on page 2.
Enforceability of Civil Liabilities, page 44
2.Please file the consent of each counsel mentioned in this section.

 FirstName LastNameCheng Chen
 Comapany NameRON Holding Ltd
 October 26, 2020 Page 2
 FirstName LastName
Cheng Chen
RON Holding Ltd
October 26, 2020
Page 2
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations, page 59
3.Please revise your disclosures under the Provision for Income Taxes to more fully and
clearly explain when and under what circumstances you expect favorable income tax rates
to no longer be applicable to the company.

Liquidity and Capital Resources, page 66
4.You disclose that you are a holding company and a substantial part of your business
operations are conducted through the contractual arrangements between each UFG Entity
and Xinjiang United Family. As a result, you currently rely for your revenue on dividends
payments from Xinjiang United Family after it receives payments from the UFG Entities
pursuant to the exclusive service agreements. Please address if there are any restrictions
on your ability to declare dividends and discuss the potential impact on your liquidity,
financial condition and results of operations, including disclosures similar to those
required by Rule 4-08(e) of Regulation S-X.
5.You disclose that you advanced approximately $1.9 million to a related party in 2018 that
was subsequently repaid in 2019. Please disclose and discuss the reason for the loan.
Although we note you refer to "business purposes" in the notes to your financial
statements, it is not clear what the loan related to or why it was funded. Please also
disclose and discuss whether you intend to continue to provide related party loans in the
future and, if applicable, address the potential risks and consequences of such loans on
your liquidity.

Related Party Transactions, page 116
6.Please update the disclosure in this section to be as of the most recent practicable date.
Shares Eligible For Future Sale, page 133
7.The fourth paragraph on this page implies that your shareholders will sell shares in this
offering, contrary to your disclosure on page 143.  Please reconcile.
Financial Statements
General, page F-1
8.Please provide updated interim financial statements and all related disclosures as required
by Item 8(A)(5) of Form 20-F.

 FirstName LastNameCheng Chen
 Comapany NameRON Holding Ltd
 October 26, 2020 Page 3
 FirstName LastName
Cheng Chen
RON Holding Ltd
October 26, 2020
Page 3
Note 2 - Summary of Significant Accounting Policies
Revenue Recognition, page F-13
9.Please revise your disclosures to address the following:
•disclose the amount of revenue you recognized during each period that was included
in deferred revenue at the beginning of the period as required by ASC 606-10-50-
8(b); and
•provide additional disclosures related to your remaining performances obligations
and the judgements you use to allocate amounts to performance obligations as
required by ASC 606-10-50-13, 50-17 and 50-20.

Recent Accounting Pronouncements, page F-18
10.You disclose that for public business entities, ASU No. 2019-12, Income Taxes (Topic
740) Simplifying the Accounting for Income Taxes, is effective for fiscal years, and
interim periods within those fiscal years, beginning after December 15, 2020. Given your
intention to take advantage of the extended transition period provided in Section
7(a)(2)(B) of the Securities Act, please also disclose the date on which you will adopt this
accounting standard, assuming you remain an EGC at such time. Refer to Question 14 of
the Jumpstart Our Business Startups Act Frequently Asked Questions.
Note 13 - Subsequent Events, page F-28
11.Please revise your filing to disclose the specific date through which subsequent events
have been evaluated and state whether that date is the date the financial statements were
issued or the date the financial statements were available to be issued. See ASC 855-10-
50-1.
General
12.Please tell us why you marked the box on the cover page indicating that you intend to
offer shares of a delayed or continuous basis, given your disclosure that this is an
underwritten offering.
            You may contact Ernest Greene at (202) 551-3733 or Anne McConnell, Senior
Accountant, at (202) 551-3709 if you have questions regarding comments on the financial
statements and related matters.  Please contact Geoff Kruczek at (202) 551-3641 or Jay Ingram,
Legal Branch Chief, at (202) 551-3397 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

 FirstName LastNameCheng Chen
 Comapany NameRON Holding Ltd
 October 26, 2020 Page 4
 FirstName LastName
Cheng Chen
RON Holding Ltd
October 26, 2020
Page 4
cc:       Ying Li