SecProbe.io

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Decent Holding Inc.

4th Floor & 5th Floor North Zone, Dingxin
Building

No. 106 Aokema Avenue,

Laishan District, Yantai, Shandong Province

People’s Republic of China 264003

May 5th, 2026

VIA EDGAR

Division of Corporation Finance

Office of Energy & Transportation

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

    Re:
    Decent Holding Inc.

    Registration Statement on Form F-3, as amended (File No. 333-295313)

    Request for Acceleration of Effectiveness

Ladies and Gentlemen:

In accordance with Rule 461
of the General Rules and Regulations under the Securities Act of 1933, as amended, Decent Holding Inc. hereby requests acceleration of
the effectiveness of the above-referenced Registration Statement on Form F-3, so that such Registration Statement will become effective
at 4:00 p.m., Eastern Time, on May 7, 2026, or as soon thereafter as practicable.

    Very truly yours,

    Decent Holding Inc.

    By:
    /s/ Haicheng Xu

    Name:
    Haicheng Xu

    Title:
    Chief Executive Officer

May 4, 2026
Haicheng Xu
Chief Executive Officer
Decent Holding Inc.
4th Floor & 5th Floor North Zone, Dingxin Building
No. 106 Aokema Avenue
Laishan District, Yantai, Shandong Province
People’s Republic of China 264003
Re: Decent Holding Inc.
Registration Statement on Form F-3
Filed April 24, 2026
File No. 333-295313
Dear Haicheng Xu:
            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 Liz Packebusch at 202-551-8749 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc: Tony Zhong

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Decent
Holding Inc.

4th
Floor & 5th Floor North Zone, Dingxin Building

No.
106 Aokema Avenue,

Laishan
District, Yantai, Shandong Province

People’s
Republic of China 264003

September
15, 2025

VIA
EDGAR

Division
of Corporation Finance

Office
of Energy & Transportation

U.S.
Securities and Exchange Commission

100
F Street, NE

Washington,
D.C., 20549

    Attn:
    Timothy
    S. Levenberg

Daniel
Morris

    Re:
    Decent Holding Inc.

Registration
Statement on Form F-1 filed on August 22, 2025

CIK
No. 0001958133

Dear
Mr. Levenberg and Mr. Morris:

This
letter is in response to the letter dated September 9, 2025 from the staff (the “Staff”) of the U.S. Securities Exchange
Commission (“SEC”) addressed to Decent Holding Inc. (the “Company”, “we”, and “our”).
Amendment no. 1 to the Company’s registration statement on Form F-1 (the “Form F-1/A”) is being filed publicly to accompany
this letter.

For
the Staff’s convenience, the Staff’s comment has been stated below in its entirety, with the Company’s response set
out immediately underneath such comment. Page references below in the Company’s responses are to the page numbers in the Form F-1/A.
Capitalized terms used but not otherwise defined herein have the meanings set forth in the Form F-1/A.

Registration
Statement on Form F-1

Principal
Shareholders, page 64

    1.
    Please
    expand the beneficial ownership table to include ownership after taking into account securities to be sold in this offering.

RESPONSE:
We note the Staff’s comment, and in response hereto, respectfully advise the Staff that we have provided an updated disclosure
under the Section “Principal Shareholders” on page 59 of amendment no. 1 to the Company’s registration statement on
Form F-1 to expand the beneficial ownership table to include ownership after taking into account securities to be sold in this offering.

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

    Very truly yours,

    Decent Holding Inc.

    /s/
    Haicheng Xu

    Name:
    Haicheng Xu

    Title:
    Chief Executive Officer and Director

September 9, 2025
Haicheng Xu
Chief Executive Officer
Decent Holding Inc.
4th Floor & 5th Floor North Zone, Dingxin Building
No. 106 Aokema Avenue, Laishan District, Yantai
Shandong Province
People’s Republic of China 264003
Re:Decent Holding Inc.
Registration Statement on Form F-1
Filed on August 22, 2025
File No. 333-289797
Dear Haicheng Xu:
            We have conducted a limited review of your registration statement and have the
following comment.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe the 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
Principal Shareholders, page 64
1.Please expand the beneficial ownership table to include ownership after taking into
account securities to be sold in this offering.

September 9, 2025
Page 2
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Timothy Levenberg at 202-551-3707 or Daniel Morris at 202-551-
3314 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:Yarona L. Yieh, Esq., of Ortoli Rosenstadt LLP

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Decent Holding Inc.

4th Floor & 5th Floor North Zone, Dingxin Building

No. 106 Aokema Avenue,

Laishan District, Yantai, Shandong Province

People’s Republic of China 264003

August 22, 2025

VIA EDGAR

Division of Corporation Finance

Office of Energy & Transportation

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

    Attn:
    Timothy S. Levenberg

Daniel Morris

    Re:
    Decent Holding Inc.

Draft Registration Statement on Form F-1 submitted July
1, 2025

CIK No. 0001958133

Dear Mr. Levenberg and Mr. Morris:

This letter is in response to the letter dated July 17, 2025 from the
staff (the “Staff”) of the U.S. Securities Exchange Commission (“SEC”) addressed to Decent Holding Inc. (the “Company”,
“we”, and “our”). A registration statement on Form F-1 (the “Form F-1”) is being filed publicly to
accompany this letter.

For the Staff’s convenience, the Staff’s comment has been
stated below in its entirety, with the Company’s response set out immediately underneath such comment. Page references below in
the Company’s responses are to the page numbers in the Form F-1. Capitalized terms used but not otherwise defined herein have the
meanings set forth in the Form F-1.

Draft Registration Statement on Form F-1 submitted July 1, 2025

Description of Our Securities, page 66

    1.
    Please expand the disclosure in this section to provide a complete description of the securities you are offering, including the warrants to purchase the Class A ordinary shares. Similarly, provide corresponding disclosure about risks related to the warrants in the Risk Factors section, and ensure that the Capitalization section adequately explains the impact of the warrants and how they are reflected in the accompanying tabular disclosure.

RESPONSE: We note the Staff’s comment, and in response
hereto, respectfully advise the Staff that we have provided an updated disclosure under the Section “Description of Our Securities”
on page 66 of the Form F-1 to provide a complete description of the securities we are offering, including the warrants to purchase the
Class A ordinary shares.

We have also added risk factors specifically addressing the warrants,
including that they are speculative in nature and may expire worthless, that there is no public market for the warrants, and that holders
of warrants will have no rights as shareholders until the warrants are exercised on page 55 of the Form F-1.

In addition, we have updated the Capitalization section and the related
table to adequately explain the impact of the warrants.

Incorporation of Certain Information by Reference, page 73

    2.
    Please revise to provide accurate entries for the filings and items you incorporate by reference. For example, you indicate that the balance sheets and other items are as of December 31 in each year rather than the date on which your fiscal year ends in each case, and you should specify the precise date that is the end of the fiscal year for the Annual Report on Form 20-F filed on March 7, 2025.

RESPONSE: We note the Staff’s comment, and in response
hereto, respectfully advise the Staff that we have revised our disclosures on page 73 of the Form F-1 to provide accurate entries for
the filings and items we incorporate by reference.

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

    Very truly yours,

    Decent Holding Inc.

    /s/ Haicheng Xu

    Name:
    Haicheng Xu

    Title:
    Chief Executive Officer and Director

July 17, 2025
Haicheng Xu
Chief Executive Officer
Decent Holding Inc.
4th Floor & 5th Floor North Zone, Dingxin Building
No. 106 Aokema Avenue, Laishan District, Yantai
Shandong Province
People’s Republic of China 264003
Re:Decent Holding Inc.
Draft Registration Statement on Form F-1
Submitted July 1, 2025
CIK No. 0001958133
Dear Haicheng Xu:
            We have conducted a limited review of your draft registration statement and have the
following comments.
            Please respond to this letter by providing any requested information and by publicly
filing your registration statement and non-public draft submission on EDGAR. If you do not
believe a comment applies to your facts and circumstances or do not believe an amendment is
appropriate, please tell us why in your response.
            After reviewing the information you provide in response to this letter and your filed
registration statement, we may have additional comments.
Draft Registration Statement on Form F-1 submitted July 1, 2025
Description of Our Securities, page 66
1.Please expand the disclosure in this section to provide a complete description of the
securities you are offering, including the warrants to purchase the Class A ordinary
shares.  Similarly, provide corresponding disclosure about risks related to the warrants
in the Risk Factors section, and ensure that the Capitalization section adequately
explains the impact of the warrants and how they are reflected in the accompanying
tabular disclosure.

July 17, 2025
Page 2
Incorporation of Certain Information by Reference, page 73
2.Please revise to provide accurate entries for the filings and items you incorporate by
reference.  For example, you indicate that the balance sheets and other items are as of
December 31 in each year rather than the date on which your fiscal year ends in each
case, and you should specify the precise date that is the end of the fiscal year for the
Annual Report on Form 20-F filed on March 7, 2025.
            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.
            We also remind you that your registration statement must be on file at least two
business days prior to the requested effective date and time. 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 Timothy S. Levenberg at 202-551-3707 or Daniel Morris at 202-551-
3314 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:Yarona L. Yieh, Esq., of Ortoli Rosenstadt LLP

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Craft Capital Management LLC

377 Oak Street, Lower Concourse

Garden City, New York 11530

January 16, 2025

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Attention:

    Joanna Lam

    Raj Rajan

    Michael Purcell

    Kevin Dougherty

    Re:
    Decent Holding Inc.

    Registration Statement on Form F-1, as amended

    File No. 333-282509

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations
under the Securities Act of 1933, as amended (the “Act”), the undersigned representative of the underwriters of the offering
hereby join in the request of Decent Holding Inc. (the “Company”) that the effective date of the above-referenced Registration
Statement be accelerated so as to permit it to become effective at 4:30 p.m., Eastern Time, on January 21, 2025, or as soon thereafter
as practicable, or at such other time as the Company or its outside counsel, Ortoli Rosenstadt LLP, requests by telephone that such Registration
Statement be declared effective.

Pursuant to Rule 460 of the Act, please be advised
that there will be distributed to each underwriter or dealer, who is reasonably anticipated to participate in the distribution of the
security, as many copies of the proposed form of preliminary prospectus as appears to be reasonable to secure adequate distribution of
the preliminary prospectus.

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

    Very truly yours,

    Craft Capital Management LLC

    as representatives of the several underwriters

    By:
    /s/ Stephen Kiront

    Name:
    Stephen Kiront

    Title:
    Chief Operating Officer

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Decent Holding Inc.

4th Floor & 5th Floor North Zone, Dingxin
Building

No. 106 Aokema Avenue,

Laishan District, Yantai, Shandong Province

People’s Republic of China 264003

January 16, 2025

VIA EDGAR

Division of Corporation Finance

Office of Energy & Transportation

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

Attention:  Michael Purcell

    Kevin Dougherty

    Joanna Lam

    Raj Rajan

Re:  Decent Holding Inc.

    Registration Statement on Form F-1, as
                                            amended (File No. 333-282509)

    Request for Acceleration of Effectiveness

Ladies and Gentlemen:

In accordance with Rule 461 of
the General Rules and Regulations under the Securities Act of 1933, as amended, Decent Holding Inc. hereby requests acceleration
of the effectiveness of the above-referenced Registration Statement on Form F-1, as amended, so that such Registration Statement
will become effective at 4:30 p.m., Eastern Time, on January 21, 2025, or as soon thereafter as practicable.

    Very truly yours,

    Decent Holding Inc.

    By:
    /s/ Haicheng Xu

    Name:
    Haicheng Xu

    Title:
    Chief Executive Officer

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November 29, 2024

VIA EDGAR

Division of Corporation Finance

Office of Energy & Transportation

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

    Attn:
    Joanna Lam

Raj Rajan

Michael Purcell

Kevin Dougherty

    Re:
    Decent Holding Inc.

Amendment No. 1 to Registration Statement on Form F-1
Filed November 12, 2024

File No. 333-282509

Response to the Staff’s Comments Dated November
25, 2024

Dear Ms. Lam, Mr. Rajan, Mr. Purcell, and Mr. Dougherty:

This letter is in response to the letter dated November 25, 2024 from
the staff (the “Staff”) of the U.S. Securities Exchange Commission (“SEC”) addressed to Decent Holding Inc. (the
“Company”, “we”, and “our”). An amended registration statement on Form F-1 (the “Amended Form
F-1”), which has been revised to reflect the Staff’s comments as well as certain other updates, is being filed to accompany
this letter.

For the Staff’s convenience, the Staff’s comment has been
stated below in its entirety, with the Company’s response set out immediately underneath such comment. Page references below in
the Company’s responses are to the page numbers in the Amended Form F-1. Capitalized terms used but not otherwise defined herein
have the meanings set forth in the Amended Form F-1.

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

Risk Factors

Risks Related to Our Ordinary Shares and this Offering

If we cannot satisfy, or continue to satisfy, the initial listing
requirements and other rules of the Nasdaq Capital Market..., page 52

    1.
    We note your disclosure that you will seek to have your securities approved for listing on the Nasdaq Capital Market upon the consummation of the Offering, but you cannot guarantee you will be able to meet the initial listing requirements. However, on the Cover Page you provide the offering is contingent upon your listing the ordinary shares on Nasdaq or another national exchange. If correct, please revise your risk factor to detail that if you are unable to meet the initial listing requirements, and do not list on a national exchange, you will be unable to complete this offering.

RESPONSE: We note the Staff’s comment, and in response hereto, respectfully advise the Staff that we have revised the risk factor entitled
“If we cannot satisfy, or continue to satisfy, the initial listing requirements and other rules of The Nasdaq Capital Market, although
we are exempt from certain corporate governance standards applicable to US issuers as a Foreign Private Issuer, our securities may not
be listed or may be delisted, which could negatively impact the price of our securities and your ability to sell them” on page 52
to add that if we are unable to meet the initial listing requirements, and do not list on a national exchange, we will be unable to complete
this offering.

Our Ordinary Shares are expected to initially trade under $5.00
per share and thus, would be known as a “penny stock”..., page 53

    2.
    Please revise this risk factor to disclose that you could be considered a penny stock if you are delisted. As it appears that this offering is contingent upon you listing your Ordinary Shares on Nasdaq or another national exchange, you will not be considered a “penny stock” as long as you are listed on a national exchange. See Exchange Act Rule 3a51-1.

RESPONSE: We note the Staff’s comment, and in response hereto, respectfully advise the Staff that we have revised the risk factor entitled
“Our Ordinary Shares are expected to initially trade under $5.00 per share. In the event that our Ordinary Shares are delisted from
Nasdaq, they may be considered penny stocks and thus be subject to the “penny stock” rules. Trading in penny stocks has certain
restrictions and these restrictions could negatively affect the price and liquidity of our Ordinary Shares”. Trading in penny stocks
has certain restrictions and these restrictions could negatively affect the price and liquidity of our Ordinary Shares” on page
53 to further disclose that if we get delisted due to our inability to meet the applicable listing requirements, we could be considered
a penny stock issuer.

Capitalization, page 57

    3.
    Please revise to exclude cash from the Total Capitalization amounts in Actual and proforma columns or tell us why it is not required.

RESPONSE: We note the Staff’s comment, and in response
hereto, respectfully advise the Staff that we have revised to exclude cash from the Total Capitalization amounts in Actual and Pro Forma columns.

Index to Consolidated Financial Statements, page F-1

    4.
    Please revise to include audited financial statements for the year ended October 31, 2024, or tell us why they are not required. Refer to guidance in Item 8.A.4 and Instructions to Item 8.A.4 of Form 20-F.

RESPONSE: We note the Staff’s comment, and in response
hereto, respectfully advise the Staff that we have filed the Request for Waiver and Representation under Item 8.A.4 of Form 20-F, as Exhibit
99.9.

    2

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

    Very truly yours,

    Decent Holding Inc.

    /s/ Haicheng Xu

    Name:
    Haicheng Xu

    Title:
    Chief Executive Officer

3

November 25, 2024
Haicheng Xu
Chief Executive Officer
Decent Holding Inc.
4th Floor & 5th Floor North Zone, Dingxin Building
No. 106 Aokema Avenue
Laishan District, Yantai, Shandong Province
People’s Republic of China 264600
Re:Decent Holding Inc.
Amendment No. 1 to Registration Statement on Form F-1
Filed October 12, 2024
File No. 333-282509
Dear Haicheng Xu:
            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 [Month day, year] letter.
Amendment No. 1 to Registration Statement on Form F-1
Risk Factors
Risks Related to Our Ordinary Shares and this Offering
If we cannot satisfy, or continue to satisfy, the initial listing requirements and other rules of
the Nasdaq Capital Market..., page 52
We note your disclosure that you will seek to have your securities approved for listing
on the Nasdaq Capital Market upon the consummation of the Offering, but you cannot
guarantee you will be able to meet the initial listing requirements. However, on the
Cover Page you provide the offering is contingent upon your listing the ordinary
shares on Nasdaq or another national exchange. If correct, please revise your risk 1.

November 25, 2024
Page 2
factor to detail that if you are unable to meet the initial listing requirements, and do
not list on a national exchange, you will be unable to complete this offering.
Our Ordinary Shares are expected to initially trade under $5.00 per share and thus, would be
known as a "penny stock"..., page 53
2.Please revise this risk factor to disclose that you could be considered a penny stock if
you are delisted. As it appears that this offering is contingent upon you listing your
Ordinary Shares on Nasdaq or another national exchange, you will not be considered a
"penny stock" as long as you are listed on a national exchange. See Exchange Act
Rule 3a51-1.
Capitalization, page 57
3.Please revise to exclude cash from the Total Capitalization amounts in Actual and
proforma columns or tell us why it is not required.
Index to Consolidated Financial Statements, page F-1
4.Please revise to include audited financial statements for the year ended October 31,
2024, or tell us why they are not required. Refer to guidance in Item 8.A.4 and
Instructions to Item 8.A.4 of Form 20-F.
            Please contact Joanna Lam at 202-551-3476 or Raj Rajan at 202-551-3388 if you
have questions regarding comments on the financial statements and related matters. Please
contact Michael Purcell at 202-551-5351 or Kevin Dougherty at 202-551-3271 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:Yarona Yieh

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November 12, 2024

VIA EDGAR

Division of Corporation Finance

Office of Energy & Transportation

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

    Attn:
    Joanna Lam

Raj Rajan

Michael Purcell

Kevin Dougherty

    Re:
    Decent Holding Inc.

Registration Statement on Form F-1 Filed October 4, 2024

File No. 333-282509

Response to the Staff’s Comments Dated October 24,
2024

Dear Ms. Lam, Mr. Rajan, Mr. Purcell, and Mr. Dougherty:

This letter is in response to the letter dated October 24, 2024 from
the staff (the “Staff”) of the U.S. Securities Exchange Commission (“SEC”) addressed to Decent Holding Inc. (the
“Company”, “we”, and “our”). An amended registration statement on Form F-1 (the “Amended Form
F-1”), which has been revised to reflect the Staff’s comments as well as certain other updates, is being filed to accompany
this letter.

For the Staff’s convenience, the Staff’s comment has been
stated below in its entirety, with the Company’s response set out immediately underneath such comment. Page references below in
the Company’s responses are to the page numbers in the Amended Form F-1. Capitalized terms used but not otherwise defined herein
have the meanings set forth in the Amended Form F-1.

Registration Statement on Form F-1

Prospectus Summary

Risk Factors Summary, page 8

 1. We
note that you revised your “Risk Factors Summary,” and in part removed a risk factor from “Risks Related to Doing Business
in the PRC” found on page 37 entitled “[w]e may become subject to a variety of laws and regulations in the PRC regarding privacy,
data security, cybersecurity, and data protection...” In light of recent events indicating greater oversight by the Cyberspace Administration
of China (CAC) over data security, particularly for companies seeking to list on a foreign exchange, please include this risk factor
in your risk factor summary. See Item 105(b) of Regulation S- K.

RESPONSE: We note the Staff’s comment, and in response
hereto, respectfully advise the Staff that we have updated our risk factors summary to include the risk factor that “[w]e may become
subject to a variety of laws and regulations in the PRC regarding privacy, data security, cybersecurity, and data protection. We may be
liable for improper use or appropriation of personal information provided by our customers” on page 10 of the Amended Form F-1.

Risk Factors

Risks Related to Our Business and Industry, page 19

 2. For
the six months ended April 30, 2024, you disclose within MD&A on page 67 that the revenue from wastewater treatment service witnessed
a dramatic decrease to $491,991 from $2,401,638 for the six months ended April 30, 2023, with a reduction of 79.51%, primarily due to
the completion of the company’s major customer’s wastewater treatment investment and construction during the last fiscal
year, and there was no new demand from the major customer. If your revenues for wastewater treatment services are tied to construction
projects, please disclose the risks to your business from this potentially episodic revenue source.

RESPONSE: We note the Staff’s comment, and in
response hereto, respectfully advise the Staff that we have added a risk factor “Risk Factors – Risks Related to Our
Business and Industry - Our revenues are partly dependent on construction projects, which may lead to fluctuating and unpredictable
revenue streams that could adversely affect our financial performance” on pages 9, 25, and 64 of the Amended Form F-1 to
disclose the risks to our business from the potentially episodic revenue source from construction projects.

Capitalization, page 56

 3. Please
revise your capitalization table to reflect the amount of cash as of April 30, 2024 (Actual) and in the pro forma columns giving effects
to the sale of 1,500,000 Ordinary Shares at an assumed initial public offering price of $4.25 per share under both scenarios of no allotment
and full allotment exercised by your underwriter.

RESPONSE: We note the Staff’s comment, and in response
hereto, respectfully advise the Staff that we have revised the capitalization table on page 57 of the Amended Form F-1 to reflect the
amount of cash as of April 30, 2024 (Actual) and in the pro forma columns giving effects to the sale of 1,500,000 Ordinary Shares at an
assumed initial public offering price of $4.25 per share under both scenarios of no allotment and full allotment exercised by our underwriters.

Dilution, page 57

 4. We
refer to the table summarizing, on a pro forma basis as of October 31, 2023, the differences between existing shareholders and the new
investors with respect to the number of Ordinary Shares to be purchased in the Initial Public Offering. Please clarify why total considerations
paid by the new investors is in the amount of $6,000,000 rather than $6,375,000, assuming sale of 1,500,000 Ordinary Shares in this offering
at an assumed initial public offering price of $4.25 per share. Revise your disclosures as appropriate.

RESPONSE: We note the Staff’s comment, and in response
hereto, respectfully advise the Staff that we have revised the table on page 58 of the Amended Form F-1 to accurately reflect the total
considerations paid by the new investors.

Exhibits

    5.
    Please revise your legal opinion in Exhibit 5.1 to include counsel’s opinion on the number of shares to be issued, including the exercise of the overallotment. For example, the first paragraph of your opinion refers to 1,500,000 ordinary shares; however, you have also granted to the underwriters an option to purchase up to 225,000 additional Ordinary Shares.

RESPONSE: We note the Staff’s comment, and in response
hereto, respectfully advise the Staff that we have provided a revised legal opinion by Maples and Calder (Hong Kong) LLP, our Cayman counsel,
filed hereto as Exhibit 5.1, to include counsel’s opinion on the number of shares to be issued, including the exercise of the overallotment.

    2

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

    Very truly yours,

    Decent Holding Inc.

    /s/ Haicheng Xu

    Name:
    Haicheng Xu

    Title:
    Chief Executive Officer and Director

3

October 24, 2024
Haicheng Xu
Chief Executive Officer
Decent Holding Inc.
4th Floor & 5th Floor North Zone, Dingxin Building
No. 106 Aokema Avenue
Laishan District, Yantai, Shandong Province
People’s Republic of China 264600
Re:Decent Holding Inc.
Registration Statement on Form F-1
Filed October 4, 2024
File No. 333-282509
Dear Haicheng Xu:
            We have reviewed your registration statement and have the following comments.
            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 July 17, 2024 letter.
Registration Statement on Form F-1
Prospectus Summary
Risk Factors Summary, page 8
1.We note that you revised your "Risk Factors Summary," and in part removed a risk
factor from "Risks Related to Doing Business in the PRC" found on page 37 entitled
"[w]e may become subject to a variety of laws and regulations in the PRC regarding
privacy, data security, cybersecurity, and data protection..." In light of recent events
indicating greater oversight by the Cyberspace Administration of China (CAC) over
data security, particularly for companies seeking to list on a foreign exchange, please
include this risk factor in your risk factor summary. See Item 105(b) of Regulation S-
K.

October 24, 2024
Page 2
Risk Factors
Risks Related to Our Business and Industry, page 19
2.For the six months ended April 30, 2024, you disclose within MD&A on page 67 that
the revenue from wastewater treatment service witnessed a dramatic decrease to
$491,991 from $2,401,638 for the six months ended April 30, 2023, with a reduction
of 79.51%, primarily due to the completion of the company’s major customer’s
wastewater treatment investment and construction during the last fiscal year, and there
was no new demand from the major customer.  If your revenues for wastewater
treatment services are tied to construction projects, please disclose the risks to your
business from this potentially episodic revenue source.
Capitalization, page 56
3.Please revise your capitalization table to reflect the amount of cash as of April 30,
2024 (Actual) and in the pro forma columns giving effects to the sale of 1,500,000
Ordinary Shares at an assumed initial public offering price of $4.25 per share under
both scenarios of no allotment and full allotment exercised by your underwriter.
Dilution, page 57
4.We refer to the table summarizing, on a pro forma basis as of October 31, 2023, the
differences between existing shareholders and the new investors with respect to the
number of Ordinary Shares to be purchased in the Initial Public Offering. Please
clarify why total considerations paid by the new investors is in the amount of
$6,000,000 rather than $6,375,000, assuming sale of 1,500,000 Ordinary Shares in
this offering at an assumed initial public offering price of $4.25 per share. Revise your
disclosures as appropriate.
Exhibits
5.Please revise your legal opinion in Exhibit 5.1 to include counsel's opinion on the
number of shares to be issued, including the exercise of the overallotment. For
example, the first paragraph of your opinion refers to 1,500,000 ordinary shares;
however, you have also granted to the underwriters an option to purchase up to
225,000 additional Ordinary Shares.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

October 24, 2024
Page 3
            Please contact Joanna Lam at 202-551-3476 or Raj Rajan at 202-551-3388 if you
have questions regarding comments on the financial statements and related matters. Please
contact Michael Purcell at 202-551-5351 or Kevin Dougherty at 202-551-3271 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:Yarona Yieh

July 17, 2024
Haicheng Xu
Chief Executive Officer
Decent Holding Inc.
4th Floor & 5th Floor North Zone, Dingxin Building
No. 106 Aokema Avenue
Laishan District, Yantai, Shandong Province
People’s Republic of China 264600
Re:Decent Holding Inc.
Amendment No. 1 to Draft Registration Statement on Form F-1
Submitted June 20, 2024
CIK No. 0001958133
Dear Haicheng Xu:
            We have reviewed your amended draft registration statement and have the following
comments.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on EDGAR.
If you do not believe a comment applies to your facts and circumstances or do not believe an
amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, any references to prior comments are to comments in our
January 3, 2024 letter.
Amendment No. 1 to Draft Registration Statement on Form F-1
Capitalization, page 56
1.We note the amount of retained earnings and accumulated other comprehensive income in
the amount of ($496,636) and ($139,213) as of October 31, 2023 do not agree with the
corresponding amounts on page F-3. Please update the capitalization table consistent with
the financial statements presented.

July 17, 2024
Page 2
Liquidity and Capital Resources, page 65
2.We note you have not included the disclosures as stated in your response to prior
comment 16. Please disclose material amounts of cash disaggregated by currency
denomination for the periods presented in each jurisdiction in which your affiliated
entities are domiciled.
Related Party Transactions, page 98
3.Please revise your disclosure to indicate the relationship each related party has with the
Company. For example, please indicate Ms. Lianlian Wang is the spouse of Mr. Dingxin
Sun, your Chairman of the Board of Directors. Please also revise your table entitled
"Balance and transactions with related parties" such that all of the footnotes correspond to
entries in the table. Currently, footnotes (10) - (13) do not correspond to any entry in the
table of related party transactions and there is no footnote (16). See Item 7(b) of Form 20-
F.
Financial Statements
Note 2. Restatement of Previously Issued Financial Statements, page F-8
4.We note you have restated your consolidated balance sheets as of October 31, 2022 in
relation to your change in revenue recognition policy for your pollution treatment project.
We also note that you have adjusted inventories in the amount of ($1,137,733) in Note 2.
Please provide details of this adjustment and explain how this adjustment in inventories
relates to your change in revenue recognition policy. In addition, revise your discussions
in MD&A to explain the reasons for significant decline in your inventories and contract
liabilities at October 31, 2023.
Contract Balances, page F-16
5.We note your disclosure that the amount of revenue recognized that was included in the
contract liabilities at the beginning of the year was $6,242,059 for the year ended
October 31, 2023. However, you also present contract liabilities as of October 31, 2022 at
$4,439,871. Please clarify and revise your disclosures as necessary.
Note 3. Summary of Significant Accounting Policies
Cost of Revenues, page F-16
6.In response to prior comment 26, you disclose that your cost of revenues includes "project
and production support cost, which are directly related to revenue generating
transactions." Please tell us if these supporting costs include depreciation expenses related
to revenue producing activities and update your accounting policy as necessary. Disclose
clearly where depreciation and amortization is included in your statement of operations.

July 17, 2024
Page 3
            Please contact Joanna Lam at 202-551-3476 or Raj Rajan at 202-551-3388 if you have
questions regarding comments on the financial statements and related matters. Please contact
Michael Purcell at 202-551-5351 or Kevin Dougherty at 202-551-3271 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:Yarona Yieh

United States securities and exchange commission logo
January 3, 2024
Haicheng Xu
Chief Executive Officer
Decent Holding Inc.
No. 106 Aokema Avenue
Laishan District, Yantai City, Shandong Province
People’s Republic of China 264600
Re:Decent Holding Inc.
Draft Registration Statement on Form F-1
Submitted December 7, 2023
CIK No. 0001958133
Dear Haicheng Xu:
            We have reviewed your draft registration statement and have the following comments.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. If you do not believe a comment applies to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional comments.
Draft Registration Statement on Form F-1
Cover Page
1.Please disclose the location of your auditor’s headquarters on the cover page and
prospectus summary. Explain whether and how the Holding Foreign Companies
Accountable Act, as amended by the Consolidated Appropriations Act, 2023, and related
regulations will affect your company.
2.We note your disclosure on page 58 that the Company's subsidiary and VIE in China are
subject to the income tax laws of the PRC. Please revise your disclosure throughout the
filing to clarify whether the Company or its subsidiaries use a variable interest entity
structure.

 FirstName LastNameHaicheng Xu
 Comapany NameDecent Holding Inc.
 January 3, 2024 Page 2
 FirstName LastName
Haicheng Xu
Decent Holding Inc.
January 3, 2024
Page 2
3.Please revise your disclosure to 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, have or may impact the Company’s ability to conduct
its business, accept foreign investments, or list on a U.S. or other foreign exchange.
Prospectus Summary, page 1
4.We note your principal executive office is in Hong Kong and you conduct all of your
operations through the operating entities established in the People’s Republic of China, or
the PRC. Provide a clear description of how cash is transferred through your organization.
Disclose your intentions to distribute earnings or settle amounts. Quantify any cash flows
and transfers of other assets by type that have occurred between the holding company, its
subsidiaries, and direction of transfer. Quantify any dividends or distributions subsidiaries
have made to the holding company or other subsidiaries, which entity made such transfer,
and their tax consequences. Similarly quantify dividends or distributions made to U.S.
investors, the source, and their tax consequences. Your disclosure should make clear if no
transfers, dividends, or distributions have been made to date. Describe any restrictions on
foreign exchange and your ability to transfer cash between entities, across borders, and to
U.S. investors. Describe any restrictions and limitations on your ability to distribute
earnings from the Company, including your subsidiaries, to the parent company and U.S.
investors. Please also include corresponding disclosure in the prospectus summary
section.
5.Please revise to clarify your disclosure that you “practice the concept of energy
conservation.”
6.We note your disclosure in this section regarding your main products and services. Please
revise this section to quantify the significance of your main products and services to your
revenues during your fiscal years ended October 31, 2022 and October 31, 2021, and the
interim periods ended April 30, 2023 and April 30, 2022. In that regard, we note your
related disclosure on page 61 and in the notes to your financial statements.
7.We note your disclosure on page 3 that as of the date of this prospectus, your main
revenue comes from the commercialization of water treatment equipment and
technologies. Please reconcile this disclosure with your disclosure on page 61 that as of
April 30, 2023, your revenue primarily comes from protein wastewater treatment, river
ecological management and restoration and water quality improvement and black odor
treatment.
Corporate History and Structure, page 2
8.Please revise to disclose clearly the ownership of the entities by direct equity interest by
solid line or arrows and entities controlled by contractual arrangements i.e. VIEs by dotted
line or arrows and include a legend. If you do not use VIE structure, please clarify here.

 FirstName LastNameHaicheng Xu
 Comapany NameDecent Holding Inc.
 January 3, 2024 Page 3
 FirstName LastName
Haicheng Xu
Decent Holding Inc.
January 3, 2024
Page 3
Risk Factors Summary
Risks Related to Doing Business in the PRC, page 7
9.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, we note your disclosure in this section that there are uncertainties associated
with the PRC legal system, including variability in interpretation and enforcement of PRC
laws and regulations, as well as potential, sudden changes in regulations. Please revise to
disclose that such laws and regulations can change with little advance notice, and disclose
that this risk could result in a material change in your operations and/or the value of the
securities that you are registering for sale.
10.Please revise your summary of risk factors to discuss 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 the securities you
are registering for sale. 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 Hong Kong or 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.
Risks Relating to Our Business, page 15
11.We note your disclosure that your five largest customers accounted for approximately
99% of your revenue for the fiscal years ended October 31, 2022 and 2021, respectively.
Please revise to disclose the percentage of revenues generated by each of your most
significant customers in each such fiscal year. We note your related disclosure on page F-
23. In addition, add related risk factor disclosure.
The Chinese government exerts substantial influence over the manner in which we must conduct
our business activities, page 23
12.Given the Chinese government’s significant oversight and discretion over the conduct and
operations of your business, please revise to describe any material impact that
intervention, influence, or control by the Chinese government has or may have on your
business or on the value of your securities. We remind you that, pursuant to federal
securities rules, the term “control” (including the terms “controlling,” “controlled by,” and
“under common control with”) means “the possession, direct or indirect, of the power to
direct or cause the direction of the management and policies of a person, whether through
the ownership of voting securities, by contract, or otherwise.”

 FirstName LastNameHaicheng Xu
 Comapany NameDecent Holding Inc.
 January 3, 2024 Page 4
 FirstName LastName
Haicheng Xu
Decent Holding Inc.
January 3, 2024
Page 4
Risks Related to this Offering, page 37
13.We note recent instances of extreme stock price run-ups followed by rapid price declines
and stock price volatility seemingly unrelated to company performance following a
number of recent initial public offerings, particularly among companies with relatively
smaller public floats. Revise to include a separate risk factor addressing the potential for
rapid and substantial price volatility and any known factors particular to your offering that
may add to this risk and discuss the risks to investors when investing in stock where the
price is changing rapidly. Clearly state that such volatility, including any stock-run up,
may be unrelated to your actual or expected operating performance and financial
condition or prospects, making it difficult for prospective investors to assess the rapidly
changing value of your stock.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations, page 53
14.We note you derive revenue by providing pollution treatment projects and product sales.
To provide more insight to your investors, please provide a more fulsome discussion of
factors impacting changes in each of your revenue stream during the periods presented.
15.Please revise your discussion of results of operations with quantification, the underlying
business reasons for material changes in cost of revenue related to each revenue stream
and related components during the periods presented. Expand to discuss the business
reasons for changes in gross profit from service and product sales separately. Refer to
Item 303 of Regulation S-K.
Liquidity and Capital Resources, page 56
16.Please disclose material amounts of cash disaggregated by currency denomination for the
periods presented in each jurisdiction in which your affiliated entities are domiciled.
Critical Accounting Policies and Management Estimates
Revenue Recognition, page 57
17.We note you disclose that "...revenue is the transaction price we expect to be entitled to in
exchange for the promised services in a contract in the common course of our activities
and is recorded net of value-added tax (“VAT”). The services to be accounted for mainly
include insurance brokerage and consulting services..."  However, you disclose throughout
the filing that your revenue is mainly derived from pollution treatment projects and
product sales.  Please tell us if your revenue also includes fees for insurance brokerage
and consulting services and revise your disclosures as appropriate.

 FirstName LastNameHaicheng Xu
 Comapany NameDecent Holding Inc.
 January 3, 2024 Page 5
 FirstName LastName
Haicheng Xu
Decent Holding Inc.
January 3, 2024
Page 5
Management, page 86
18.We note your disclosure that Lianlian Wang has served in managerial positions in
multiple companies. Please revise to identify such managerial positions and to identify
such companies.
Compensation of Directors and Executive Officers, page 89
19.Please provide updated compensation disclosure for the last full financial year. Refer to
Item 6.B of Form 20-F.
Related Party Transactions, page 90
20.Please revise to provide all disclosure regarding related party transactions required by
Item 7.B of Form 20-F. For example, we note your disclosure regarding loan advances
between the Company and related parties. For each loan made by the Company or any of
its subsidiaries to or for the benefit of such related parties, provide the disclosure required
by Item 7.B.2, including the amount of outstanding loans, the largest amount outstanding
during the period covered, the amount outstanding as of the latest practicable date, the
nature of the loan and the transaction in which it was incurred, and the interest rate on the
loan. In addition, with respect to the vehicle rental with Yantai Dingxin Environmental
Protection Engineering Co. Ltd. described on page 90, please revise to clarify whether the
registrant or the counterparty rented the vehicle. Please also provide such clarification
with respect to the vehicle purchase and purchase of sewage treatment reagents described
on page 90.
Principal Shareholders, page 92
21.We note that your disclosure in this section regarding the beneficial ownership of ordinary
shares by your directors, director appointees, and executive officers includes disclosure
regarding shares owned by Dingyan Sun. However, we note that Dingyan Sun is not
identified in your Management section. Please revise to clarify the position held by
Dingyan Sun.
22.We note your disclosure in this section regarding the beneficial ownership of your
ordinary shares by certain individuals through beneficial ownership of Decent Ecolo
Limited. Please revise to clarify how each such individual has beneficial ownership of
your ordinary shares, as “beneficial owner” is defined in Form 20-F.
Financial Statements
Consolidated Statements of Operations and Comprehensive income (Loss), page F-4
23.Please separately present product sales and pollution treatment services and related cost of
revenue on the face of your statements of operations pursuant to Rule 5-03(b)(1) and (2)
of Regulation S-X and revise your discussions in MD&A accordingly.

 FirstName LastNameHaicheng Xu
 Comapany NameDecent Holding Inc.
 January 3, 2024 Page 6
 FirstName LastName
Haicheng Xu
Decent Holding Inc.
January 3, 2024
Page 6
1. Organization, Principal Activities and Management's Plans, page F-7
24.We note your disclosure that on December 19, 2022, the Company completed its
reorganization of entities under the common control of all shareholders, who collectively
owned a majority of the equity interests of the Company prior to the
reorganization. Please disclose the details of the ownership and percentage of ownership
of the entities held by the shareholders before the reorganization.
25.Please revise to disclose clearly the ownership of the entities by direct equity interest and
entities controlled by contractual arrangements i.e. VIEs.  If you do not use VIE structure,
please clarify here.
Notes 2 Summary of Significant Accounting Policies, page F-7
26.Please tell us and disclose in an accounting policy footnote components of cost of revenue
and general and administrative expenses. Disclose where depreciation and amortization is
included in your statement of operations.
Revenue Recognition, page F-10
27.We note you recognize pollution treatment revenue at the point in time upon upon the
completion of project and final acceptance by customers. Please provide a comprehensive
analysis that supports recognition of revenue at a point in time. Show us how you
considered the criteria to record revenue over time based on ASC 606-10-25-27 through
29 and ASC 606-10-55-6 and concluded that recognition of revenue at a point in time is
appropriate. Revise to provide the required disclosures noted in ASC 606-10-50-17
through 19.
28.Please address the following revenue recognition disclosures related to product sales:
•Tell us how you address customer contracts which include terms that may result in
variable considerations, such as discounts or rebates. Refer to ASC 606-10-32-5
through 32-10.
•Expand information about your performance obligations in contacts with customers.
Please address significant payment terms, obligations for refunds and types of
warranties and related obligations. Refer to ASC 606-10-50-12.
Exhibits
29.Please file any contract required to be filed under Item 601(b)(10)(ii)(A) of Regulation S-
K with respect to contracts to which directors or officers are parties.

 FirstName LastNameHaicheng Xu
 Comapany NameDecent Holding Inc.
 January 3, 2024 Page 7
 FirstName LastName
Haicheng Xu
Decent Holding Inc.
January 3, 2024
Page 7
General
30.Please provide us with supplemental copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf,
have presented or expect to present to potential investors in reliance on Section 5(