SecProbe.io

CORRESP
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 filename1.htm

 Huachen AI Parking Management Technology Holding
Co., Ltd

 June 10, 2026

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Manufacturing

 100 F Street, NE

 Washington, D.C., 20549

 Re:
 Huachen AI Parking Management Technology Holding Co., Ltd

 Registration Statement on Form F-3

 File No. 333-296529

 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, Huachen AI Parking Management Technology Holding Co.,
Ltd hereby requests acceleration of the effectiveness of the above-referenced Registration Statement on Form F-3, as amended, so that
such Registration Statement will become effective at 5:00 p.m., Eastern Time, on June 12, 2026, or as soon thereafter as practicable.

 The Company understands that
the Commission will consider this request for acceleration of the effective date of the Registration Statement as a confirmation of the
fact that the Company is aware of its responsibilities under the Securities Act as they relate to the proposed offering of the
securities specified in the Registration Statement.

 Very truly yours,

 Huachen AI Parking Management Technology Holding Co., Ltd

 By:
 /s/ Bin Lu

 Name:
 Bin Lu

 Title:
 Chief Executive Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 June 10, 2026

Bin Lu
Chief Executive Officer
Huachen AI Parking Management Technology Holding Co., Ltd
Room 201, 2nd Floor
No. 6395 Hutai Road, Baoshan District
Shanghai, China

 Re: Huachen AI Parking Management Technology Holding Co., Ltd
 Registration Statement on Form F-3
 Filed June 05, 2026
 File No. 333-296529
Dear Bin Lu:
 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 Eranga Dias at 202-551-8107 with any questions.

 Sincerely,

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

CORRESP
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Benjamin Securities, Inc.

3 West Garden Street, Suite 407

Pensacola, FL 32502

January 31, 2025

VIA EDGAR CORRESPONDENCE

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Attn:
    SiSi Cheng

Andrew Blume

Bradley Ecker

Jennifer Angelini

    Re:

    Huachen AI Parking Management Technology Holding
    Co., Ltd

    Registration Statement on Form F-1, as amended
    (File No. 333-281543)

    Request for Acceleration of Effectiveness

Dear Mr. Ecker:

Pursuant to Rule 461 of the
General Rules and Regulations under the Securities Act of 1933, as amended (the “Securities Act”), Benjamin Securities,
Inc., as representative of the underwriters of the offering, hereby joins the request of Huachen AI Parking Management Technology Holding
Co., Ltd that the effective date of the above-referenced Registration Statement on Form F-1 be accelerated so that it may become effective
at 4:30 p.m., Eastern Time, on February 4, 2025, or as soon thereafter as practicable.

In connection with this acceleration
request and pursuant to Rule 460 under the Securities Act, please be advised that there will be distributed to each underwriter or dealer,
who is reasonably anticipated to be invited to participate in the distribution of the securities, as many copies, as well as “e-red”
copies of the preliminary prospectus, as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

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

    Best Regards,

    BENJAMIN SECURITIES, INC.

    By:
    /s/ William T. Baker

    Name:
    William T. Baker

    Title:
    Chief Executive Officer

CORRESP
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Huachen AI Parking Management Technology Holding
Co., Ltd

No.1018 Haihe Road, Dushangang Town

Pinghu City, Jiaxing

Zhejiang Province, China 314205

January 31, 2025

VIA EDGAR

Division of Corporation Finance

Office of Manufacturing

U.S. Securities and Exchange Commission

Washington, D.C. 20549-4720

    Attn:
    SiSi Cheng

Andrew Blume

Bradley Ecker

Jennifer Angelini

    Re:
    Huachen AI Parking Management Technology Holding Co., Ltd

    Registration Statement on Form F-1, as amended (File No. 333-281543)

    Request for Acceleration of Effectiveness

Dear Mr. Ecker,

In accordance with Rule 461
of the General Rules and Regulations under the Securities Act of 1933, as amended, Huachen AI Parking Management Technology Holding Co.,
Ltd 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 February 4, 2025, or as soon thereafter as practicable.

    Very truly yours,

    Huachen AI Parking Management Technology Holding Co., Ltd

    By:
    /s/ Bin Lu

    Name:
    Bin Lu

    Title:
    Chief Executive Officer, Chairman of the Board (Principal Executive Officer)

CORRESP
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January 23, 2025

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

    Jennifer Angelini

    SiSi Cheng

    Andrew Blume

    Re:
    Huachen AI Parking Management Technology Holding Co., Ltd

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

    Filed on December 31, 2024

    File No. 333-281543

Ladies and Gentlemen:

This letter is being submitted in response to
the letter dated January 23, 2025 from the U.S. Securities and Exchange Commission (the “Commission”) in which the
staff of the Commission (the “Staff”) commented on the above-referenced Amendment No.2 to Registration Statement on
Form F-1 submitted on December 31, 2024. Concurrently with the submission of this letter, we hereby transmit, via EDGAR, an amended Registration
Statement on Form F-1 (“F-1/A”) for filing with the Commission, which has been revised to reflect the Staff’s
comments as well as certain other updates to the F-1/A.

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 F-1/A. Capitalized terms used but not otherwise defined herein have
the meanings set forth in the F-1/A.

Amendment No. 2 to Form F-1 filed December
31, 2024

Executive Compensation, page 114

    1.
    Please update your executive compensation for the year ended December 31, 2024.

Response: In response to the
Staff’s comment, we have updated the executive compensation for the year ended December 31, 2024.

Index to Consolidated Financial Statements,
page F-1

    2.
    Pursuant to Item 8.A.4 of Form 20-F, please provide audited financial statements that are no more than twelve months old. Alternatively, to the extent you meet the 15-month criteria outlined in Instruction 2. to Item 8.A.4, file the necessary representations as an exhibit to the registration statement.

Response: In response to the
Staff’s comment, we have filed the Item 8.A.4 financial waiver as exhibit 99.10 in the F-1/A.

Notes to Unaudited Condensed Consolidated Financial
Statements

Note 18 - Subsequent Events, page F-25

    3.
    Please revise the date through which subsequent events have been evaluated and specify that it represents the date the financial statements were available to be issued. See ASC 855-10-25-1A and 855-10-50-1.

Response: In response to the
Staff’s comment, we have revised the date through which subsequent events have been evaluated and specify that it represents the
date the financial statements were available to be issued.

General

    4.
    We note that you are issuing warrants to the underwriters. Please include disclosure regarding these warrants on the prospectus cover, for instance within the notes to the offering table.

Response: In response to the
Staff’s comment, we have included the disclosure regarding the underwriter’s warrants on the cover page of the F1/A.

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

    Very truly yours,

    /s/ Bin Lu

    Bin Lu

January 23, 2025
Bin Lu
Chief Executive Officer
Huachen AI Parking Management Technology Holding Co., Ltd
No.1018 Haihe Road, Dushangang Town
Pinghu City, Jiaxing
Zhejiang Province, China 314205
Re:Huachen AI Parking Management Technology Holding Co., Ltd
Amendment No. 2 to Registration Statement on Form F-1
Filed on December 31, 2024
File No. 333-281543
Dear Bin Lu:
            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 August 26, 2024 letter.
Amendment No. 2 to Form F-1 filed December 31, 2024
Executive Compensation, page 114
1.Please update your executive compensation for the year ended December 31, 2024.
Index to Consolidated Financial Statements, page F-1
2.Pursuant to Item 8.A.4 of Form 20-F, please provide audited financial statements that
are no more than twelve months old. Alternatively, to the extent you meet the 15-
month criteria outlined in Instruction 2. to Item 8.A.4, file the necessary
representations as an exhibit to the registration statement.

January 23, 2025
Page 2
Notes to Unaudited Condensed Consolidated Financial Statements
Note 18 - Subsequent Events, page F-25
3.Please revise the date through which subsequent events have been evaluated and
specify that it represents the date the financial statements were available to be
issued. See ASC 855-10-25-1A and 855-10-50-1.
General
4.We note that you are issuing warrants to the underwriters. Please include disclosure
regarding these warrants on the prospectus cover, for instance within the notes to the
offering table.
            Please contact SiSi Cheng at 202-551-5004 or Andrew Blume at 202-551-3254 if you
have questions regarding comments on the financial statements and related matters. Please
contact Bradley Ecker at 202-551-4985 or Jennifer Angelini at 202-551-3047 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
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September 13, 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

    Jennifer Angelini

    SiSi Cheng

    Andrew Blume

    Re:
    Huachen AI Parking Management Technology Holding Co., Ltd

    Registration Statement on Form F-1

    Submitted August 14, 2024

    CIK No. 0001958399

Ladies and Gentlemen:

This letter is being submitted in response to
the letter dated August 26, 2024 from the U.S. Securities and Exchange Commission (the “Commission”) in which the staff
of the Commission (the “Staff”) commented on the above-referenced Registration Statement on Form F-1 submitted on August
14, 204. Concurrently with the submission of this letter, we hereby transmit, via EDGAR, an amended Registration Statement on Form F-1
(“F-1/A”) for filing with the Commission, which has been revised to reflect the Staff’s comments as well as certain
other updates to the F-1/A.

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 F-1/A. Capitalized terms used but not otherwise defined herein have
the meanings set forth in the F-1/A.

Registration Statement on Form F-1 filed August
14, 2024

Capitalization, page 47

    1.
    Your total capitalization amounts do not appear to be calculated correctly. Please revise your disclosures accordingly.

Response: In response to the
Staff’s comment, we have revised our disclosure in the capitalization section.

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

    Very truly yours,

    /s/ Bin Lu

    Bin Lu

August 26, 2024
Bin Lu
Chief Executive Officer
Huachen AI Parking Management Technology Holding Co., Ltd
No.1018 Haihe Road, Dushangang Town
Pinghu City, Jiaxing
Zhejiang Province, China 314205
Re:Huachen AI Parking Management Technology Holding Co., Ltd
Registration Statement on Form F-1
Filed on August 14, 2024
File No. 333-281543
Dear Bin Lu:
            We have reviewed 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 filed August 14, 2024
Capitalization, page 47
1.Your total capitalization amounts do not appear to be calculated correctly. Please revise
your disclosures accordingly.
            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 SiSi Cheng at 202-551-5004 or Andrew Blume at 202-551-3254 if you

August 26, 2024
Page 2
have questions regarding comments on the financial statements and related matters. Please
contact Bradley Ecker at 202-551-4985 or Jennifer Angelini at 202-551-3047 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
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Huachen AI Parking Management Technology Holding
Co., Ltd

No.1018 Haihe Road, Dushangang Town

Pinghu City, Jiaxing

Zhejiang Province, China 314205

August 14, 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:
    SiSi Cheng

    Andrew Blume

    Bradley Ecker

    Jennifer Angelini

    Re:
    Huachen AI Parking Management Technology Holding Co., Ltd

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

    Submitted July 3, 2024

    CIK No. 0001958399

Ladies and Gentlemen:

This letter is being submitted in response to
the letter dated July 17, 2024 from the U.S. Securities and Exchange Commission (the “Commission”) in which the staff
of the Commission (the “Staff”) commented on the above-referenced Amendment No. 2 to Draft Registration Statement on
Form F-1 submitted on July 3, 2024. Concurrently with the submission of this letter, we hereby transmit, via EDGAR, an amendment to the
Draft Registration Statement on Form F-1 (“F-1”) for submission with the Commission, which has been revised to reflect
the Staff’s comments as well as certain other updates to the F-1.

For the Staff’s convenience, each 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 F-1. Capitalized terms used but not otherwise defined herein have the
meanings set forth in the F-1.

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

Capitalization, page 47

 1. We note your updated presentation in response to prior comment 4 and reissue our comment. Please limit
the liability section of your capitalization table to only include your short- and long-term bank loans.

RESPONSE: We note the Staff’s comment, and, in response hereto, respectfully
advise the Staff that we have revised on pages 47 of the F-1 to limit the liability section of the capitalization table to only include
our short- and long-term bank loans.

Business, page 65

 2. We note your updated disclosure in response to prior comment 5 and reissue our comment. As your 2022
revenue percentages disclosed in the table on page 65 still appear incorrect, please revise your filing accordingly.

RESPONSE: We note the Staff’s comment, and, in response hereto, respectfully
advise the Staff that we have revised our 2022 revenue percentage on pages 65 of the F-1.

General

 3. We note disclosure on page 52 regarding a shift in your business (with cubic parking garage revenues
representing 23% in 2023 compared with 81% in 2022, and equipment structural parts revenues representing 75% in 2023 compared with 16%
in 2022).

Please address the following items:

 · Revise the business section to more fully
describe your equipment structural parts business, providing an analogous level of detail as provided for your cubic parking garage business.
Include, without limitation, discussion regarding manufacturing, marketing and sales, and customers for equipment structural parts.

 · Further describe the “real estate policy
regulation” disclosed as the reason for your business shift, clarifying whether and how the regulation limits your cubic parking
garage business.

 · Disclose whether the business shift is expected
to be permanent, temporary, or variable from period-to-period, identifying and discussing the main factors that influence your decision
to scale operations up or down.

 · As appropriate, revise disclosure throughout
the prospectus that presents your company as a “smart parking solutions provider” to provide a more balanced description as
an equipment structural parts provider.

RESPONSE: We note the Staff’s
comment, and, in response hereto, respectfully advise the Staff that:

 · We have revised on pages 79 and 82 to 85 of the F-1 to disclose the
suppliers, sales and marketing, and manufacturing process of our equipment structural parts business. We have previously disclosed the
customers of our equipment structural parts business on pages 2, 49 and 65 of the F-1.

 · We have revised on page 52 of the F-1 to include the reason for our
business shift in the fiscal year of 2023, and clarified how the regulation limited our cubic parking garage business for the fiscal year
of 2023.

 · We have revised on page 52 of the F-1 to disclose that we do not expect
the business shift to be permanent and the factors we may consider to scale our operations up or down.

 · We have revised on pages 2, 49 and 65 of the F-1 to disclose that we
are a comprehensive smart parking solutions and equipment structural parts provider.

    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 our outside securities counsel William S. Rosenstadt, Esq., Mengyi “Jason” Ye, Esq. or Yuning
“Grace” Bai, Esq. of Ortoli Rosenstadt LLP at wsr@orllp.legal, jye@orllp.legal or gbai@orllp.legal.

Very truly yours,

    By:
    /s/ Bin Lu

    Name:
     Bin Lu

    Title:
    Chief Executive Officer

    3

July 17, 2024
Bin Lu
Chief Executive Officer
Huachen AI Parking Management Technology Holding Co., Ltd
No.1018 Haihe Road, Dushangang Town
Pinghu City, Jiaxing
Zhejiang Province, China 314205
Re:Huachen AI Parking Management Technology Holding Co., Ltd
Amendment No. 2 to Draft Registration Statement on Form F-1
Submitted July 3, 2024
CIK No. 0001958399
Dear Bin Lu:
            We have reviewed your amended draft registration statement and have the following
comment(s).
            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
March 8, 2024 letter.
Amendment No. 2 to Draft Registration Statement on Form F-1
Capitalization, page 47
1.We note your updated presentation in response to prior comment 4 and reissue our
comment. Please limit the liability section of your capitalization table to only include your
short- and long-term bank loans.

July 17, 2024
Page 2
Business, page 65
2.We note your updated disclosure in response to prior comment 5 and reissue our
comment. As your 2022 revenue percentages disclosed in the table on page 65 still appear
incorrect, please revise your filing accordingly.
General
3.We note disclosure on page 52 regarding a shift in your business (with cubic parking
garage revenues representing 23% in 2023 compared with 81% in 2022, and equipment
structural parts revenues representing 75% in 2023 compared with 16% in 2022).
Please address the following items:

•Revise the business section to more fully describe your equipment structural parts
business, providing an analogous level of detail as provided for your cubic parking
garage business. Include, without limitation, discussion regarding manufacturing,
marketing and sales, and customers for equipment structural parts.

•Further describe the “real estate policy regulation” disclosed as the reason for your
business shift, clarifying whether and how the regulation limits your cubic parking
garage business.

•Disclose whether the business shift is expected to be permanent, temporary, or
variable from period-to-period, identifying and discussing the main factors that
influence your decision to scale operations up or down.

•As appropriate, revise disclosure throughout the prospectus that presents your
company as a “smart parking solutions provider” to provide a more balanced
description as an equipment structural parts provider.
            Please contact SiSi Cheng at 202-551-5004 or Andrew Blume at 202-551-3254 if you
have questions regarding comments on the financial statements and related matters. Please
contact Bradley Ecker at 202-551-4985 or Jennifer Angelini at 202-551-3047 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

United States securities and exchange commission logo
March 8, 2024
Bin Lu
Chief Executive Officer
Huachen AI Parking Management Technology Holding Co., Ltd
No.1018 Haihe Road, Dushangang Town
Pinghu City, Jiaxing
Zhejiang Province, China 314205
Re:Huachen AI Parking Management Technology Holding Co., Ltd
Amendment No. 1 to Draft Registration Statement on Form F-1
Submitted March 1, 2024
CIK No. 0001958399
Dear Bin Lu:
            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 12, 2024 letter.
Amendment No. 1 to Draft Registration Statement on Form F-1
Cover Page
1.We note your response to our prior comment 2 and reissue in part. Please revise your
cover page disclosure to clearly identify your ownership percentage of each PRC
subsidiary.

 FirstName LastNameBin Lu
 Comapany NameHuachen AI Parking Management Technology Holding Co., Ltd
 March 8, 2024 Page 2
 FirstName LastName
Bin Lu
Huachen AI Parking Management Technology Holding Co., Ltd
March 8, 2024
Page 2
Summary of Risk Factors, page 6
2.We note your response to our prior comment 6 and reissue in part. In your Summary of
Risk Factors, describe the risk that the Chinese government 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.
Risk Factors, page 17
3.We note your response to our prior comment 8. Please include this information in your
risk factor disclosure and the section titled "Impact of the COVID-19 Pandemic on the
Operations and Financial Performance" on page 51. Your disclosure should describe the
specific impacts of COVID-19 on your business and results of operations to date, rather
than presenting such risks as hypothetical, and include quantification of amounts where
possible.
Capitalization, page 47
4.We note your updated presentation in response to prior comment 12 and reissue the
comment in part. Please revise the liabilities line items to only present your short- and
long-term indebtedness, broken down by respective classifications using the same
captions shown on your balance sheet. Ensure that the revised subtotals are appropriately
calculated.
Business, page 65
5.Data presented in the revenue by product category table on page 65 does not appear
consistent with the data presented in the table on page F-14. Please revise your disclosures
as necessary.
6.We note your response to our prior comment 17 and reissue it in part. Please revise the
introductory text to the revenue ratio tables on pages 75 and 77 to more clearly describe
what these tables represent.
Growth Strategies, page 68
7.We note your response to our prior comment 15. Please revise to clarify the reference to
"collaborating" with the external R&D team as well as the charging station and solar panel
companies. More fully describe the material terms of your arrangements with such parties,
including who will hold ownership and intellectual property rights, and any ongoing
obligations or liabilities.

 FirstName LastNameBin Lu
 Comapany NameHuachen AI Parking Management Technology Holding Co., Ltd
 March 8, 2024 Page 3
 FirstName LastName
Bin Lu
Huachen AI Parking Management Technology Holding Co., Ltd
March 8, 2024
Page 3
Notes to Financial Statements
Note 2 - Summary of Significant Accounting Policies
Revenue recognition
Maintenance services income, page F-13
8.You state on page F-14 that you consider the sale of products and services as a single
performance obligation. Please explain to us how you considered the guidance in ASC
606-10-25-19 through 25-21 in reaching your conclusion. In addition, tell us how your
conclusion is consistent with the timing of revenue recognition related to your equipment
structural parts, cubic parking garages and maintenance services disclosed in the filing. In
particular, we note your disclosure on page F-13 that "all maintenance services were
separated with the product sales." Ensure you revise your disclosures for clarity.

            Please contact SiSi Cheng at 202-551-5004 or Andrew Blume at 202-551-3254 if you
have questions regarding comments on the financial statements and related matters. Please
contact Bradley Ecker at 202-551-4985 or Jennifer Angelini at 202-551-3047 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

United States securities and exchange commission logo
January 12, 2024
Bin Lu
Chief Executive Officer
Huachen AI Parking Management Technology Holding Co., Ltd
No.1018 Haihe Road, Dushangang Town
Pinghu City, Jiaxing
Zhejiang Province, China 314205
Re:Huachen AI Parking Management Technology Holding Co., Ltd
Draft Registration Statement on Form F-1
Submitted December 19, 2023
CIK No. 0001958399
Dear Bin Lu:
            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 filed December 19, 2023
Cover Page
1.Clearly disclose how you will refer to the holding company and subsidiaries when
providing the disclosure throughout the document so that it is clear to investors which
entity the disclosure is referencing and which subsidiaries or entities are conducting the
business operations. In this regard, we note that the second paragraph on the prospectus
cover page and the prospectus conventions on page 1 appear to inconsistently define
pronouns (“we,” “us,” “our”), and do not clearly define a term to collectively refer to the
registrant and its subsidiaries throughout the document.
2.According to the corporate diagram on page 3, it appears that you own less than 100% of
the PRC subsidiaries other than Hua Chen WFOE, given the 10% ownership of certain
individuals in Zhejiang Hua Chen Tech and the 17% ownership of SME Development

 FirstName LastNameBin Lu
 Comapany NameHuachen AI Parking Management Technology Holding Co., Ltd
 January 12, 2024 Page 2
 FirstName LastName
Bin Lu
Huachen AI Parking Management Technology Holding Co., Ltd
January 12, 2024
Page 2
Fund in Shanghai TD Manufacturing. Please revise your cover page disclosure to clearly
identify your ownership percentage of each PRC subsidiary. Additionally revise
disclosure on page 24 stating, “Our current PRC subsidiaries are wholly-owned by our
Hong Kong subsidiary,” to reconcile the apparent inconsistency.
3.Please revise to reconcile the apparent inconsistency between disclosure that “We are
required to make filings with the CSRC” and “[T]he Company is currently not required to
obtain permission from any of the PRC federal or local government,” or advise. Conform
disclosures throughout the registration statement as appropriate, for example, and without
limitation, disclosure on page 10 that "We believe that the Company and our subsidiaries
are currently not required to obtain the approval from the CSRC to list on U.S exchanges
or issue securities to foreign investors."
Prospectus Summary, page 1
4.Please revise the overview of your business to provide a clear and specific description of
your operations and products. In this regard, we note disclosure on page 44 that appears to
indicate that you engage in the construction of parking garages, the manufacturing of
structural steel components, and the provision of repair and maintenance services.
Additionally discuss the customers and markets for your products and services.
5.Please balance your disclosure of your strengths with a discussion of your principal
challenges, limitations, or weaknesses in the prospectus summary.
Summary of Risk Factors, page 4
6.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 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 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.

 FirstName LastNameBin Lu
 Comapany NameHuachen AI Parking Management Technology Holding Co., Ltd
 January 12, 2024 Page 3
 FirstName LastName
Bin Lu
Huachen AI Parking Management Technology Holding Co., Ltd
January 12, 2024
Page 3
Risk Factors, page 16
7.Please expand your disclosure in this section to specifically address the material risks
associated with your business and operations, including, without limitation, risks related
to your raw materials, suppliers, manufacturing, customers, and development plans.
8.We note disclosure on page 48 that appears to indicate the Company has no new projects
and relied on bank borrowing to maintain daily operations in 2022. Please add risk factor
disclosure that assesses the related risks to the company and investors.
Regulatory actions, legal proceedings, and customer complaints against us . . . , page 31
9.We note your reference to litigation, regulatory proceedings, and other disputes arising
outside the ordinary course of the business, together with the potential inadequacy of your
reserves for such matters. Please revise your disclosure in an appropriate section of the
registration statement to more fully discuss these matters and related reserves.
If we cannot satisfy, or continue to satisfy, the initial listing requirements and other rules of
Nasdaq Global Market . . . , page 36
10.Please revise your disclosure for consistency with disclosure on your prospectus cover
page and elsewhere that indicates your initial public offering is conditioned upon Nasdaq
approval of listing.
Use of Proceeds, page 39
11.We note that a certain portion of the proceeds received from this offering will be used for
"Acquisition of new parking lot management operations." Please expand to disclose the
identity of such businesses, if known, or, if not known, the nature of the businesses to be
sought, the status of any negotiations with respect to the acquisition, and a brief
description of such business. Refer to Item 504 of Regulation S-K. Additionally revise
your business section to more fully discuss your acquisition plans.
Capitalization, page 40
12.Please revise to include both short and long-term debt, as well as non-controlling interest,
as components of your total capitalization.
Management's Discussion and Analysis of Financial Condition and Results of Operations Key
Performance Indicators
Key Performance Indicators
Revenue, page 44
13.The revenue composition percentages disclosed on page 44 appear inconsistent with the
data presented in the revenue by product category table on page F-12. Please revise your
disclosures as necessary.

 FirstName LastNameBin Lu
 Comapany NameHuachen AI Parking Management Technology Holding Co., Ltd
 January 12, 2024 Page 4
 FirstName LastName
Bin Lu
Huachen AI Parking Management Technology Holding Co., Ltd
January 12, 2024
Page 4
Industry, page 53
14.Please expand this section to more fully describe the industry in which your subsidiaries
operate. Explain the meaning of references to “smart,” “intelligent,” “cubic,” and “three-
dimensional” parking, discussing how this differs from conventional parking. Additionally
explain what is meant by the national network parking program. Discuss the
national standards, certifications, and certificates referenced elsewhere, for example on
pages 4 and 67, providing sufficient information to allow investors to understand their
significance.
Business, page 55
15.Please revise your business section to provide a clear overview of your operations,
products, and services, with sufficient information to allow investors to understand your
business. Additionally disclose, wherever applicable, your suppliers, raw materials,
manufacturing, markets, and customer base.
16.We note your disclosure regarding the development of a cloud-based application for
parking management and maintenance, including a reference to leveraging artificial
intelligence, and of comprehensive new energy vehicle charging facilities, including
innovative solar charging garages. Please expand your disclosure to more fully discuss the
development process, including current status, key milestones, expected timetable, and
material obstacles to overcome. Clearly distinguish your aspirations from your
accomplishments. Additionally clarify the reference to "assimilating advanced parking
equipment technology from abroad."
Structural Steel Components, page 65
17.Please revise your disclosure to clarify whether the components in this section are your
products and to explain whether these products are sold directly to customers and/or are
incorporated into parking garages that your install. Revise the introductory text to the
revenue ratio tables to clearly describe what the percentages represent (for example, the
break-down of structural steel component revenues, or of total revenues). Provide
additional analysis as appropriate to clearly identify your principal products.
Manufacturing Process, page 71
18.Please expand your disclosure surrounding your manufacturing process, including a
description of what components of your products you manufacture in-house, and what
components you rely on third parties to manufacture. Additionally revise your disclosure
of properties on page 71 to discuss your manufacturing facilities, including current
capacity and any plans to expand capacity in connection with future development.

 FirstName LastNameBin Lu
 Comapany NameHuachen AI Parking Management Technology Holding Co., Ltd
 January 12, 2024 Page 5
 FirstName LastName
Bin Lu
Huachen AI Parking Management Technology Holding Co., Ltd
January 12, 2024
Page 5
Regulation, page 76
19.Please revise to include a discussion of the regulations relating to your operations,
including safety, environmental, and permitting requirements. Additionally explain the
regulatory process referenced on page 70, which includes inspections by professional
bodies and acceptance by the Technical Supervision Bureau.
Executive Compensation, page 84
20.Please update your compensation disclosure to reflect the fiscal year ended December 31,
2023.
Related Party Transactions, page 85
21.Please revise to disclose whether you will adopt a policy regarding related party
transactions. If so, additionally disclose the principal provisions of such policy and file it
as an exhibit to your registration statement.
Index to Consolidated Financial Statements, page F-1
22.Please provide updated interim financial statements and related disclosures as required by
Item 8.A.5 of Form 20-F or otherwise tell us how you determined your current
presentation is appropriate.
Notes to Financial Statements
Note 2 - Summary of Significant Accounting Policies
Revenue recognition, page F-11
23.Although you disclose that cubic parking garage revenue is recognized after the garage
project has been completed and successfully accepted by the client, you categorize such
revenue as “goods transferred over time” in the revenue by product category table on page
F-12. Please address the following items:

•More fully describe the nature of the garage projects, including typical
project durations, and clarify whether you recognize cubic parking garage income
over time or at a point in time; and

•Provide us with an analysis that addresses your consideration of recognizing revenue
over time versus at a point in time in accordance with ASC 606-10-25-23 through 25-
30, including your determination of the performance obligations, the transaction
price, the amount allocated to each performance obligation, and any output or input
measures used in recognizing the revenue.

 FirstName LastNameBin Lu
 Comapany NameHuachen AI Parking Management Technology Holding Co., Ltd
 January 12, 2024 Page 6
 FirstName LastName
Bin Lu
Huachen AI Parking Management Technology Holding Co., Ltd
January 12, 2024
Page 6
General
24.The Sample Letters to China-Based Companies seek specific disclosure relating to the risk
that the PRC government may intervene in or influence your operations at any time, or
may exert control over operations of your business, which could result in a material
change in your operations and/or the value of the securities you are registering for
sale. We remind you that, pursuant to federal securities rules, the term “control”
(including the terms “controlling,” “controlled by,” and “under common control with”) as
defined in Securities Act Rule 405 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.” The Sample Letters
also seek specific disclosures relating to uncertainties regarding the enforcement of laws
and that the rules and regulations in China can change quickly with little advance
notice. We do not believe that your disclosure conveys the same risk. For example, and
without limitation, we note your disclosure that “PRC laws and regulations governing the
current business operations are sometimes vague and uncertain” and “the China regulatory
authority may exercise oversight, and the regulations to which we are subject may
change.” Please revise your cover page, summary, and risk factor disclosure relating to
legal and operational risks associated with operating in China and PRC regulations for
consistency with the Sample Letters.
25.Please revise your filing, as applicable, to provide disclosure related to the direct or
indirect impact that Russia's invasion of Ukraine and the international response have had
or may have on your business. For additional guidance, please see the Division of
Corporation Finance's Sample Letter to Companies Regarding Disclosures Pertaining to
Russia’s Invasion of Ukraine and Related Supply Chain Issues, issued by the staff in May
2022.
26.Please revise or advise as to the applicability of disclosure on page 7 that, “U.S. laws and
regulations . . . may restrict or eliminate our ability to complete a business combination
with certain companies, particularly those acquisition candidates with substantial
operations in China,” references on page 30 to "digital asset base" and "expand
internationally," and the reference on page 37 to "privately negotiated transactions of our
shares that have occurred from time to time prior to our public offering."

 FirstName LastNameBin Lu
 Comapany NameHuachen AI Parking Management Technology Holding Co., Ltd
 January 12, 2024 Page 7
 FirstName LastName
Bin Lu
Huachen AI Parking Management Technology Holding Co., Ltd
January 12, 2024
Page 7
            Please contact SiSi Cheng at 202-551-5004 or Andrew Blume at 202-551-3254 if you
have questions regarding comments on the financial statements and related matters. Please
contact Bradley Ecker at 202-551-4985 or Jennifer Angelini at 202-551-3047 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing