SecProbe.io

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 August 21, 2025

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, DC 20549

 Re: Hongli Group Inc.

 Acceleration Request for Registration Statement
on Form F-3

 Filed August 11, 2025 and amended on August 20,
2025

 File No. 333-289457

 Ladies and Gentlemen:

 Pursuant to Rule 461 under the Securities Act of
1933, as amended, Hongli Group Inc. hereby requests that the effective date and time of the above-referenced registration statement be
accelerated to Friday August 22, 2025 at 4:00 pm Eastern Time, or as soon thereafter as practicable.

 Once the above-referenced registration statement
has been declared effective, please orally confirm that event with our counsel, David Manno of McCarter & English LLP at (212) 609-6833.

 Thank you for your assistance in this matter.

 Sincerely,

 Hongli Group Inc.

 By:
 /s/ Jie Liu

 Jie Liu

 Chief Executive Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 August 14, 2025

Jie Liu
Chief Executive Officer
Hongli Group Inc.
No. 777, Daiyi Road
Changle County, Weifang City
Shandong Province, China, 262400

 Re: Hongli Group Inc.
 Registration Statement on Form F-3
 Filed August 11, 2025
 File No. 333-289457
Dear Jie Liu:

 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 Edwin Kim at 202-551-3297 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Technology
cc: Huan Lou, Esq.
</TEXT>
</DOCUMENT>

CORRESP
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Hongli Group Inc.

No. 777, Daiyi Road,

Changle County, Weifang City,

Shandong Province, China, 262400

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

100 F Street NE

Washington, D.C. 20549

Attention: Matthew Derby

    Re:

    Hongli Group Inc.

    Registration Statement on Form F-3

    File No. 333-284050

    Filed January 27, 2025

Dear Mr. Derby:

Pursuant to Rule 461 of the General Rules and Regulations
under the Securities Act of 1933, as amended, Hongli Group Inc. hereby requests the United States Securities and Exchange Commission take
appropriate action to cause the above-referenced Registration Statement on Form F-3 to become effective on February 4, 2025, at 4:00 p.m. Eastern
Time, or as soon thereafter as practicable.

Please feel free to direct any questions or comments
concerning this request to our U.S. legal counsel, Ms. Huan Lou of Sichenzia Ross Ference Carmel LLP by telephone at +1 (646) 810-2187
or via e-mail at hlou@srfc.law.

    Very truly yours,

    For and on behalf of

    Hongli Group Inc.

    /s/ Jie Liu

    Name: Jie Liu

    Title: Chief Executive Officer

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Hongli Group Inc.

No. 777, Daiyi Road, Changle County, Weifang City

Shandong Province, China, 262400

VIA EDGAR

January 24, 2025

Mr. Matthew Derby

Division of Corporation Finance

Office of Technology

U.S. Securities & Exchange Commission

100 F Street, N.E.

Washington, DC 20549

    Re:
    Hongli Group Inc. (CIK No. 0001855557)

    Response to the Staff’s Comments on

    Registration Statement on Form F-3

    Filed December 26, 2024 (File No. 333-284050)

Dear Mr. Matthew Derby:

Hongli Group Inc. (“we”
or the “Company”) hereby provides responses to the comments of the staff (the “Staff”) of the Securities and Exchange
Commission (the “Commission”) contained in the letter dated January 7, 2025 (the “Letter”) regarding the Company’s
registration statement on Form F-3 filed on December 26, 2024 (the “Registration Statement”). Contemporaneously, the Company
is submitting the Amendment No.1 to the Registration Statement (“Amendment No. 1”) via Edgar.

The Staff’s comments
are repeated thereafter in bold and are followed by the Company’s responses. Page references in the text of this response letter
correspond to the page numbers of Amendment No.1. Capitalized terms used but not defined herein are used herein as defined in Amendment
No.1.

Registration Statement on Form F-3

General

 1. Please provide a detailed legal and factual analysis of why this offering is not a primary offering
of your common stock and why the selling stockholders are not identified as underwriters. In this regard, we note the size of this offering
relative to the number of shares of common stock held by non-affiliates and the current public float, the nature of your relationship with
the selling stockholders is unclear, and the amount of time that the selling stockholders have held their shares. In formulating your
response, please consider Securities Act Rule 415 and Interpretations 212.15, 612.09 and 612.12 of our Securities
Act Rules Compliance and Disclosure Interpretations.

Response: We have considered
Securities Act Rule 415 and Interpretations 212.15, 612.09 and 612.12 of the Securities Act Rules Compliance and Disclosure Interpretations
(“C&DI”), and in particular the factors set forth in C&DI 612.09, regarding whether a purported secondary offering
is really a primary offering in which the Selling Shareholders (as defined below) are acting as underwriters selling on behalf of an issuer.
Based on the factors set forth in C&DI 612.09, the Company respectfully submits that the Selling Shareholders are not acting as an
underwriter or otherwise as a conduit for the Company and that the resale of the 60,000,000 ordinary shares of the Company, par value
$0.0001 per share (the “Offered Shares”), to be registered by the Registration Statement is not an indirect primary
offering being conducted by or on behalf of the Company.

Background

On November 13, 2024, the Company entered
into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with certain non-U.S. investors (the “Selling
Shareholders”) for a private placement offering (the “Private Placement”), providing the sale and issuance
of 60,000,000 ordinary shares of the Company, par value $0.0001 per share, for a total purchase price of US$33,000,000 at $0.55 per share.
On December 5, 2024, the transaction contemplated by the Securities Purchase Agreement was closed. Upon closing, the Company issued a
total of 60,000,000 Ordinary Shares to the Selling Shareholders following receipt of gross proceeds of RMB239,984,300, approximately equivalent
to US$33,000,000. The securities sold in the Private Placement were not registered under the Securities Act of 1933, as amended (the “Securities
Act”), and were offered and sold in reliance on the exemption provided by Rule 903 of Regulation S (“Regulation S”)
promulgated under the Securities Act of 1933, as amended.

On the same date, in connection with
the Securities Purchase Agreement, the Company entered into a Registration Rights Agreement with the Purchasers (the “Registration
Rights Agreement”). The Registration Rights Agreement provided, among other things, that the Company will as soon as reasonably
practicable, and in any event no later than 30 days after the closing date of the Offering, file with the SEC a registration statement
registering the resale of the Offered Shares. The Company agreed to use its commercially reasonable efforts to have such registration
statement declared effective as soon as reasonably practicable after the filing thereof.

All of the Selling Shareholders acquired
their securities in the Company under this Registration Statement in connection with the Private Placement.

Analysis

In an effort to assist registrants
in determining whether an offering by the Selling Shareholders may be characterized as a secondary offering that is eligible to be made
on a shelf basis under Rule 415(a)(1)(i), the Staff issued C&DI 612.09. C&DI 612.09 provides as follows:

612.09. It is important to identify
whether a purported secondary offering is really a primary offering, i.e., the Selling Shareholders are actually underwriters selling
on behalf of an issuer. Underwriter status may involve additional disclosure, including an acknowledgment of the seller’s prospectus
delivery requirements. In an offering involving Rule 415 or Form S-3, if the offering is deemed to be on behalf of the issuer, the Rule
and Form in some cases will be unavailable (e.g., because of the Form S-3 “public float” test for a primary offering, or because
Rule 415(a)(1)(i) is available for secondary offerings, but primary offerings must meet the requirements of one of the other subsections
of Rule 415). The question of whether an offering styled a secondary one is really on behalf of the issuer is a difficult factual one,
not merely a question of who receives the proceeds. Consideration should be given to how long the selling shareholders have held the shares,
the circumstances under which they received them, their relationship to the issuer, the amount of shares involved, whether the sellers
are in the business of underwriting securities, and finally, whether under all the circumstances it appears that the seller is acting
as a conduit for the issuer.

Each of the above factors mentioned
in the last sentence of C&DI 612.09 is considered below.

Factor 1: How long the Selling
Shareholders Have Held the Offered Shares.

The Selling Shareholders have held
the Offered Shares for approximately one and a half months, having purchased them in the Private Placement on December 5, 2024. Under
the Securities Purchase Agreement, the Selling Shareholders made customary investment and private placement representations to the Company.
Importantly, the actual issuance of and payment for the Offered Shares was not conditioned on the prior effectiveness of the Registration
Statement or on the Selling Shareholders’ ability to resell any of the Offered Shares. The foregoing representations strongly weigh
towards the conclusion that the Selling Shareholders acquired the securities for investment purposes, rather than with an intent to distribute
the Offered Shares on behalf of the Company or to otherwise act as statutory underwriters.

Additionally, the Company has reviewed
the Staff’s historical guidance on secondary offering registrations as set forth in C&DI 116.19, which contemplates that a valid
secondary offering may occur immediately following the closing of a private placement. The Registration Rights Agreement associated with
the Private Placement required the Company to file a registration statement covering the resale of the Offered Shares within 30 days of
the closing, and to use commercially reasonable efforts to have the registration statement declared effective promptly. The Company filed
the Registration Statement in accordance with its obligations under the Registration Rights Agreement.

    2

The registration of the Offered Shares,
as contemplated in the Registration Statement, aligns with typical private placement transactions where resale registration statements
are filed shortly after closing. While Rule 144 under the Securities Act establishes a six-month holding period as sufficient evidence
of investment intent in certain circumstances, the Commission has recognized that shorter holding periods do not negate investment intent.
As described in C&DI Question 139.11, the Commission permits issuers to register privately issued shares for resale shortly after,
or even prior to, the closing of a private placement transaction if the investor bears market risk at the time of filing the resale registration
statement.

In this case, the private placement
of the Offered Shares to the Selling Shareholders occurred prior to the filing of the Registration Statement, and the Selling Shareholders
bear market risk at the time of the filing and prior to the effectiveness of the Registration Statement. Consequently, the existence of
registration rights and the short interval between issuance and filing do not preclude the offering from being secondary in nature. Accordingly,
the Company respectfully submits that the registration of the Offered Shares is consistent with the requirements and guidance applicable
to private placement transactions.

Factor 2: The Circumstances Under
Which the Selling Shareholders Received Their Shares.

As described above, the Selling Shareholders
acquired the Offered Shares pursuant to the Securities Purchase Agreement and the Offered Shares were issued in a private placement exempt
from registration in reliance on the exemption provided by Rule 903 of Regulation S.

Section 2(c)(ii) of the Securities
Act defines “underwriter” as any person who has purchased from an issuer with a view to, or offers or sells for an issuer
in connection with, the distribution of any security or participates or has a direct or indirect participation in any such undertaking,
or participates or has a participation in the direct or indirect underwriting of any such undertaking. In the Securities Purchase Agreement,
each Selling Shareholder made customary investment and private placement representations to the Company, including that (i) it is acquiring
the Offered Shares as principal for its own account and has no direct or indirect arrangement or understandings with any other persons
to distribute or regarding the distribution of the Offered Shares, (ii) it is not a U.S. person as defined under Regulation S, and agrees
that the Offered Shares are “restricted securities” and have not been registered under the Securities Acts or any applicable
state securities law.

The Company is neither aware of any
evidence that would indicate that these representations were false nor aware of any evidence that the Selling Shareholder has any plan
to act in concert to effect a distribution of their ordinary shares. The Selling Shareholders purchased the securities in an arm’s
length transaction in circumstances that do not indicate that they would be our underwriter. The Company is not aware of the Selling Shareholders
being broker dealers or being affiliated with any broker-dealer.

Furthermore, the Company is not aware
of any evidence that a distribution would occur if the Registration Statement is declared effective. Under the Commission’s rules,
a “distribution” requires special selling efforts. Rule 100(b) of Regulation M defines a “distribution” as “an
offering of securities, whether or not subject to registration under the Securities Act, that is distinguished from ordinary trading transactions
by the magnitude of the offering and the presence of special selling efforts and selling methods.” The Company is not aware
of any facts to suggest that any special selling efforts or selling methods by or on behalf of the Selling Shareholders have or would
take place if the Registration Statement is declared effective. The Company also is not aware of any facts to suggest that the Selling
Shareholders have taken any actions to condition or prime the market for the potential resale of the Offered Shares.

Factor 3: The Selling Shareholders’
Relationship to the Company.

Prior to entering into the Securities
Purchase Agreement related to the Private Placement, the Company had no relationship with the Selling Shareholders. The Selling Shareholders
were not provided with any control over the Company’s business pursuant to the Securities Purchase Agreement, and neither the Selling
Shareholders nor any of their affiliates is an affiliate of the Company or act as financial advisors or fiduciaries of the Company.

The registration rights granted to
the Selling Shareholders under the Registration Rights Agreement are customary and are not indicative of any desire of the Selling Shareholders
to sell or distribute the Offered Shares on behalf of the Company, or at all. The Selling Shareholders negotiated for such customary registration
rights to provide liquidity options for their investment, and the registration rights were not granted by the Company for the purpose
of conducting an indirect primary offering. Absent the contractual obligation contained in the Securities Purchase Agreement and Registration
Rights Agreement, the Company would not be filing the Registration Statement.

    3

The Selling Shareholders are not acting
on the Company’s behalf with respect to the Offered Shares being registered for resale under the Registration Statement, and the
Company has no contractual, legal or other relationship with the Selling Shareholders that would control the timing, nature or amount
of resales of such shares following the effectiveness of the Registration Statement or whether the Offered Shares are ever resold at all
under the Registration Statement.

Finally, the Company will not receive
any of the proceeds from any resale of shares by the Selling Shareholders under the Registration Statement.

Factor 4: The Amount of Shares
Involved.

The Company is seeking to register
60,000,000 ordinary shares for resale, which represents approximately 81.7% of the Company’s total issued and outstanding shares,
and approximately 446.5% of the public float.

While the number of shares being registered
is a factor considered by the Staff in determining whether an offering should be deemed to be a primary or secondary offering, we submit
that undue weight should not be placed on this single factor. The Staff’s own interpretations support this position. Pursuant to
C&DI 612.09, the number of shares being offered is only one of several factors to be considered in evaluating whether, under all the
circumstances, a purported secondary offering is instead an indirect primary offering. In addition, C&DI 612.12 describes a scenario
in which a controlling holder of more than 70% of the outstanding stock is able to effect a valid secondary offering. The interpretation
states, in relevant part: “A controlling person of an issuer owns a 73% block. That person will sell the block in a registered
“at-the-market” equity offering. Rule 415(a)(4) applies only to offerings by or on behalf of the registrant. A secondary offering
by a control person that is not deemed to be by or on behalf of the registrant is not restricted by Rule 415(a)(4).”

We also submit that emphasis solely
on the number of shares being registered in relation to the Offered Shares outstanding or the public float can severely limit a smaller
public company’s financing alternatives, which are generally few. The Staff has acknowledged this by accepting as valid many secondary
offerings where a significant number of shares are being registered but the facts do not otherwise demonstrate that the Selling Shareholders
are acting as a conduit for the issuer to effect a primary offering.

Factor 5: Whether the Selling
Shareholders are in the Business of Underwriting Securities.

To the Company’s knowledge, none
of the Selling Shareholders is, or has ever been, engaged in the business

January 7, 2025
Jie Liu
Chief Executive Officer
Hongli Group Inc.
No. 777, Daiyi Road
Changle County, Weifang City
Shandong Province, China, 262400
Re:Hongli Group Inc.
Registration Statement on Form F-3
Filed December 26, 2024
File No. 333-284050
Dear Jie Liu:
            We have conducted a limited review of 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.
Registration Statement on Form F-3
General
1.Please provide a detailed legal and factual analysis of why this offering is not a
primary offering of your common stock and why the selling stockholders are not
identified as underwriters. In this regard, we note the size of this offering relative to
the number of shares of common stock held by non-affiliates and the current public
float, the nature of your relationship with the selling stockholders is unclear, and the
amount of time that the selling stockholders have held their shares. In formulating
your response, please consider Securities Act Rule 415 and Interpretations
212.15, 612.09 and 612.12 of our Securities Act Rules Compliance and Disclosure
Interpretations.

January 7, 2025
Page 2
2.Please include an additional risk factor highlighting the negative pressure potential
sales of shares pursuant to this registration statement could have on the public trading
price of your common stock. To illustrate this risk, disclose the average purchase
price of the shares being registered for resale, the percentage that these shares
currently represent of the total number of shares outstanding and as compared to your
public float, and that selling shareholders may have an incentive to sell because they
will still profit on sales because of the lower price that they purchased their shares, as
applicable.
            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 Matthew Derby at 202-551-3334 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology

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HONGLI GROUP INC.

Beisanli Street, Economic Development Zone

Changle County, Weifang

Shandong, China 262400

March 24, 2023

VIA EDGAR

Jeff Kauten

Division of Corporation Finance

Office of Technology

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

    Re:
    Hongli
    Group Inc.

    Registration Statement on Form F-1/A (File No. 333-261945)

    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, Hongli Group Inc. (the “Company”)
hereby requests that the effectiveness of the above-referenced Registration Statement on Form F-1/A (the “F-1 Registration
Statement”) be accelerated to and that the F-1 Registration Statement become effective at 5:00 p.m., Eastern Time, on
March 28, 2023, or as soon thereafter as practicable.

The Company hereby acknowledges
the following:

 ● should
the Securities and Exchange Commission (the “Commission”) or the staff of the Commission (the “Staff”),
acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with
respect to the filing;

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

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

If you have any further questions,
please contact the Company’s U.S. securities counsel, Arila Zhou, Esq., of Robinson & Cole LLP, at (212) 451-2908.

    Very truly yours,

    Hongli Group Inc.

    By:
    /s/
                                            Jie Liu

    Name:
    Jie Liu

    Title:
    Chief Executive Officer

CORRESP
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March
24, 2023

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    Hongli
Group Inc.

Registration
Statement on Form F-1, as amended

File
No. 333-261945

Ladies
and Gentlemen:

In
accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), EF Hutton, division of Benchmark Investments,
LLC, as representative of the several underwriters, hereby joins Hongli Group Inc. (the “Company”) in requesting that the
Securities and Exchange Commission take appropriate action to cause the Registration Statement on Form F-1, as amended (File No. 333-261945)
(the “Registration Statement”), to become effective on March, 28, 2023, at 5:00 p.m., Eastern Time, or as soon thereafter
as practicable, or at such other time as the Company or its outside counsel, Robinson & Cole LLP, request by telephone that such
Registration Statement be declared effective.

Pursuant
to Rule 460 under the Securities Act, we wish to advise you that we have distributed as many copies of the Preliminary Prospectus dated
February 17, 2023, to selected dealers, institutions and others as appears to be reasonable to secure adequate distribution of the Preliminary
Prospectus.

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

    Very
    truly yours,

    EF
    HUTTON,

    division
    of Benchmark Investments, LLC

    By:
    /s/ Sam Fleischman

    Name:
    Sam
Fleischman

    Title:
    Supervisory
Principal

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HONGLI GROUP INC.

February 17, 2023

Jeff Kauten

Division of Corporation Finance

Office of Technology

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

 Re: Hongli Group Inc.

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

Filed February 10, 2023

File No. 333-261945

Dear Mr. Kauten:

This letter is in response
to the letter dated February 16, 2023, from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
addressed to Hongli Group Inc. (the “Company,” “we,”
and “our”). For ease of reference, we have recited the Commission’s comments in this response and numbered them accordingly.
The amendment to Registration Statement on Form F-1 (the “Registration Statement”) is being filed to accompany this letter.

Amendment No. 13 to Registration Statement
on Form F-1 filed February 10, 2023

The Offering, page 26

 1. Please update the use of proceeds section here to acknowledge the fact that Hongli Shandong has received
the bank loan in connection with its Expansion Plan and how that impacts your use of proceeds from this offering.

Response: We respectfully advise the Staff
that, as the Company has obtained the bank loan from Bank of Weifang in connection with the Expansion Plan as disclosed in the Registration
Statement, we revised the disclosures on page 26 of the Registration Statement to remove the assumptions accordingly.

Capitalization, page 75

 2. Please revise the Capitalization table as follows:

 ● Include a “pro forma” column reflecting receipt
of the proceeds of the loan from the Bank of Weifang.

 ● Reflect the repayment of the loan with offering proceeds in the final column,
which should be relabeled “pro forma as adjusted.”

 ● Revise the introductory bullet points to the table to include a discussion of
the loan closing as well as the use of proceeds to repay a portion of the loan and amounts still due on the acquisition of Yingxuan Assets.

 ● Revise footnotes (1) and (3) to remove references to the information that that
will be incorporated into the table based on the previous bullet points.

 ● Explain the reason for footnote (2) or revise to remove.

Response: In response to the Staff’s
comments, we revised the Capitalization table on page 75 of the Registration Statement.

Exhibits

 3. Please file the loan agreement with the Bank of Weifang as an exhibit to your registration statement. Refer to Item 601(b)(10(i)(A)
of Regulation S-K.

Response: In response to the Staff’s
comments, we filed the Company’s loan agreement with the Bank of Weifang as Exhibit 10.16 to the Registration Statement.

We appreciate the assistance
the Staff has provided with its comments. If you have any questions, please do not hesitate to call our counsel, Arila Zhou, Esq., of
Robinson & Cole LLP, at (212) 451-2908.

Very truly yours,

[Signature Page Follows]

    By:
    /s/ Jie Liu

    Jie Lu

    Chief Executive Officer

Arila Zhou, Esq.

Robinson & Cole LLP

[signature page to the SEC response letter]

United States securities and exchange commission logo
February 16, 2023
Jie Liu
Chief Executive Officer
Hongli Group Inc.
Beisanli Street, Economic Development Zone
Changle County, Weifang
Shandong, China 262400
Re:Hongli Group Inc.
Amendment No. 13 to Registration Statement on Form F-1
Filed February 10, 2023
File No. 333-261945
Dear Jie Liu:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Amendment No. 13 to Registration Statement on Form F-1 filed February 10, 2023
The Offering, page 26
1.Please update the use of proceeds section here to acknowledge the fact that Hongli
Shandong has received the bank loan in connection with its Expansion Plan and how that
impacts your use of proceeds from this offering.
Capitalization, page 75
2.Please revise the Capitalization table as follows:
•Include a "pro forma" column reflecting receipt of the proceeds of the loan from the
Bank of Weifang.
•Reflect the repayment of the loan with offering proceeds in the final column,

 FirstName LastNameJie Liu
 Comapany NameHongli Group Inc.
 February 16, 2023 Page 2
 FirstName LastName
Jie Liu
Hongli Group Inc.
February 16, 2023
Page 2
which should be relabeled "pro forma as adjusted."
•Revise the introductory bullet points to the table to include a discussion of the loan
closing as well as the use of proceeds to repay a portion of the loan and amounts still
due on the acquisition of Yingxuan Assets.
•Revise footnotes (1) and (3) to remove references to the information that that will be
incorporated into the table based on the previous bullet points.
•Explain the reason for footnote (2) or revise to remove.
Exhibits
3.Please file the loan agreement with the Bank of Weifang as an exhibit to your registration
statement.  Refer to Item 601(b)(10(i)(A) of Regulation S-K.
            You may contact David Edgar, Senior Staff Accountant, at (202) 551-3459 or Kathleen
Collins, Accounting Branch Chief, at (202) 551-3499 if you have questions regarding comments
on the financial statements and related matters. Please contact Jeff Kauten, Staff Attorney,
at (202) 551-3447 or Jan Woo, Legal Branch Chief, at (202) 551-3453 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Arila Zhou, Esq.

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HONGLI GROUP INC.

November 3, 2022

Jeff Kauten, Esq.

Office of Finance

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

    Re:
    Hongli Group Inc.

    Amendment No. 10 to Registration Statement on Form F-1

    Filed October 26, 2022

    File No. 333-261945

Dear Mr. Kauten:

This letter is in response
to the letter dated November 2, 2022, from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
addressed to Hongli Group, Inc. (the “Company,” “we,”
and “our”). For ease of reference, we have recited the Commission’s comments in this response and numbered them accordingly.
The amendment to Registration Statement on Form F-1 (the “Registration Statement”) is being filed to accompany this letter.

Amendment No. 10 to Registration Statement
on Form F-1

Cover Page

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

Response: We respectfully advise the Staff
that we have added the disclosures on the cover page of the Registration Statement to state that this offering is contingent upon the
final approval from Nasdaq for us listing on the Nasdaq. There is no guarantee or assurance that our Ordinary Shares will be approved
for listing on the Nasdaq. We will not proceed to consummate this offering if Nasdaq denies our listing.

Further, we revised Section 2.2 of the Underwriting
Agreement to state that the Company has received indication for approval or preliminary approval for listing on the Nasdaq Capital Market,
subject only to official notice of issuance, and further that the underwriters and the Company irrevocably agree that this offering will
not be consummated if the Company’s ordinary shares are denied for listing on the Nasdaq Capital Market. Accordingly, we filed the
updated Underwriting Agreement as Exhibit 1.1 of the Registration Statement.

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

Response: We respectfully advise the Staff
to reference to our response to Comment #1 above that we have added the disclosures on the cover page of the Registration Statement to
state this offering is contingent upon the final approval from Nasdaq for us listing on the Nasdaq. There is no guarantee or assurance
that our Ordinary Shares will be approved for listing on the Nasdaq. We will not proceed to consummate this offering if Nasdaq denies
our listing.

Risk Factors

Risks Related to Our Public Offering
and Ownership of Our Ordinary Shares, page 65

 3. We note recent instances of extreme stock price run-ups followed by rapid price declines and stock
price volatility seemingly unrelated to company performance following a number of recent initial public offerings, particularly among
companies with relatively smaller public floats. Revise 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.

Response: We respectfully advise the
Staff that we added the risk factor on page 67 and 68 of the Registration Statement of “[w]e may experience extreme stock
price volatility unrelated to our actual or expected operating performance, financial condition or prospects, making it difficult
for prospective investors to assess the rapidly changing value of our ordinary shares.”

We appreciate the assistance
the Staff has provided with its comments. If you have any questions, please do not hesitate to call our counsel, Arila Zhou, Esq., of
Robinson & Cole LLP, at (212) 451-2908.

Very truly yours,

[Signature Page Follows]

    2

    By:
    /s/ Jie Liu

    Jie Liu

    Chief Financial Officer

    Arila Zhou, Esq.

    Robinson & Cole LLP

[signature page to the SEC response letter]

3

United States securities and exchange commission logo
November 2, 2022
Jie Liu
Chief Executive Officer
Hongli Group Inc.
Beisanli Street, Economic Development Zone
Changle County, Weifang
Shandong, China 262400
Re:Hongli Group Inc.
Amendment No. 10 to Registration Statement on Form F-1
Filed October 26, 2022
File No. 333-261945
Dear Jie Liu:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Amendment No. 10 to Registration Statement on Form F-1
Cover Page
1.Disclose whether your offering is contingent upon on final approval of your NASDAQ
listing on your cover page.  Please ensure the disclosure is consistent with your
underwriting agreement.
2.To the extent you intend to proceed with your offering if your NASDAQ listing is denied,
revise your cover page to indicate that the offering is not contingent on NASDAQ
approval of your listing application and that if the shares are not approved for listing, you
may experience difficulty selling your shares.  Include risk factor disclosures to address
the potential impact on liquidity and the value of shares.

 FirstName LastNameJie Liu
 Comapany NameHongli Group Inc.
 November 2, 2022 Page 2
 FirstName LastName
Jie Liu
Hongli Group Inc.
November 2, 2022
Page 2
Risk Factors
Risks Related to Our Public Offering and Ownership of Our Ordinary Shares, page 65
3.We note recent instances of extreme stock price run-ups followed by rapid price declines
and stock price volatility seemingly unrelated to company performance following a
number of recent initial public offerings, particularly among companies with relatively
smaller public floats. Revise 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.
            You may contact David Edgar, Senior Staff Accountant, at (202) 551-3459 or Kathleen
Collins, Accounting Branch Chief, at (202) 551-3499 if you have questions regarding comments
on the financial statements and related matters. Please contact Jeff Kauten, Staff Attorney, at
(202) 551-3447 or Jan Woo, Legal Branch Chief, at (202) 551-3453 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Arila Zhou, Esq.

CORRESP
1
filename1.htm

HONGLI GROUP INC.

October 26, 2022

Jeff Kauten

Division of Corporation Finance

Office of Technology

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

 Re: Hongli Group Inc.

Amendment No. 9 to Registration Statement on Form F-1

Filed October 14, 2022

File No. 333-261945

Dear Mr. Kauten:

This letter is in response
to the letter dated October 20, 2022, from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
addressed to Hongli Group Inc. (the “Company,” “we,”
and “our”). For ease of reference, we have recited the Commission’s comments in this response and numbered them accordingly.
The amendment to Registration Statement on Form S-1 (the “Registration Statement”) is being filed to accompany this letter.

Amendment No. 9 to Registration Statement on
Form F-1 filed October 14, 2022

Note 2 – Significant Accounting Policies

Revision of Cash Flow Presentation, Page F-45

 1. We note your revised disclosures in response to prior comment 2. Please provide us with a detailed
SAB 99 analysis supporting your conclusion that the errors in your statements of cash flows are not material in either period. Alternatively,
revise to label the appropriate columns of the financial statements as “restated” and have your independent auditor revise its
report to reference the restatement consistent with paragraph 18e of PCAOB Auditing Standard 3101. Also, remove any reference to an “immaterial”
misstatement.

Response: In response to the Staff’s
comments, we have restated our consolidated statements of cash flows for the years ended December 31, 2021 and 2020 on page F33 to F34
of the Registration Statement, and revised the disclosure on page 31, page 92 and F45 to F46 of the Registration Statement accordingly.

We appreciate the assistance
the Staff has provided with its comments. If you have any questions, please do not hesitate to call our counsel, Arila Zhou, Esq., of
Robinson & Cole LLP, at (212) 451-2908.

Very truly yours,

[Signature Page Follows]

    By:
    /s/
    Jie Liu

    Jie Lu

    Chief Executive Officer

Arila Zhou, Esq.

Robinson & Cole LLP

[signature page to the SEC response letter]

United States securities and exchange commission logo
October 20, 2022
Jie Liu
Chief Executive Officer
Hongli Group Inc.
Beisanli Street, Economic Development Zone
Changle County, Weifang
Shandong, China 262400
Re:Hongli Group Inc.
Amendment No. 9 to Registration Statement on Form F-1
Filed October 14, 2022
File No. 333-261945
Dear Jie Liu:
            We have reviewed your amended registration statement and have the following
comment.  In our comment, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comment 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 comment, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our October 12, 2022 letter.
Amendment No. 9 to Registration Statement on Form F-1 filed October 14, 2022
Note 2 - Significant Accounting Policies
Revision of Cash Flow Presentation, page F-45
1.We note your revised disclosures in response to prior comment 2.  Please provide us with
a detailed SAB 99 analysis supporting your conclusion that the errors in your statements
of cash flows are not material in either period.  Alternatively, revise to label the
appropriate columns of the financial statements as "restated" and have your independent
auditor revise its report to reference the restatement consistent with paragraph 18e of
PCAOB Auditing Standard 3101. Also, remove any reference to an "immaterial"
misstatement.

 FirstName LastNameJie Liu
 Comapany NameHongli Group Inc.
 October 20, 2022 Page 2
 FirstName LastName
Jie Liu
Hongli Group Inc.
October 20, 2022
Page 2
            You may contact David Edgar, Senior Staff Accountant, at (202) 551-3459 or Kathleen
Collins, Accounting Branch Chief, at (202) 551-3499 if you have questions regarding comments
on the financial statements and related matters. Please contact Jeff Kauten, Staff Attorney,
at (202) 551-3447 or Jan Woo, Legal Branch Chief, at (202) 551-3453 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Arila Zhou, Esq.

CORRESP
1
filename1.htm

HONGLI
GROUP INC.

October
14, 2022

Mr.
Jeff Kauten

Division of Corporation Finance

Office of Technology

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

 Re: Hongli
                                            Group Inc.

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

                                            Filed September 30, 2022

                                            File No. 333-261945

Dear
Mr. Kauten:

This
letter is in response to the letter dated October 12, 2022, from the staff (the “Staff”) of the Securities and Exchange Commission
(the “Commission”) addressed to Hongli Group Inc. (the “Company,” “we,” and “our”). For
ease of reference, we have recited the Commission’s comments in this response and numbered them accordingly. The amendment to Registration
Statement on Form F-1 (the “Registration Statement”) is being filed to accompany this letter.

Amendment
No. 8 to Registration Statement on Form F-1 filed September 30, 2022

Management’s
Discussion and Analysis of Financial Condition and Results of Operations Critical Accounting Policies, page 101

 1. Please
explain your reference to “unaudited condensed consolidated financial statements” throughout your critical accounting policies
discussion or revise to remove.

Response:
In response to the Staff’s comment, we have revised the disclosure of Critical Accounting Policies from pages 101 to 104 of the
Registration Statement.

Consolidated
Financial Statements

Consolidated
Statements of Cash Flow, pages F-33

 2. In
your statement of cash flows for the six months ended June 30, 2021, you present $368,974 “payments of deferred offering costs”
in cash flows from financing activity. Please tell us the amount of such payments for the full year of 2021 and how they are classified
in your statement of cash flows for the year ended December 31, 2021. To the extent that such payments were classified within net cash
provided by (used in) operating activities, please revise.

Response:
In response to the Staff’s comment, we have reclassed “payments of deferred offering costs” from “Net cash provided
by operating activities” to “Net cash provided by financing activities” in the consolidated statements of cash flows
for the years ended December 31, 2021 and 2020. Please see revised disclosure on page 31, pages 92 to 94, F-33 to F-34, and F-45 to F-46
of the Registration Statement.

We
appreciate the assistance the Staff has provided with its comments. If you have any questions, please do not hesitate to call our counsel,
Arila Zhou, Esq., of Robinson & Cole LLP, at (212) 451-2908.

Very
truly yours,

    By:
    /s/ Jie Liu

    Jie Liu

    Chief Executive Officer

Arila
Zhou, Esq.

Robinson & Cole LLP

[signature
page to the SEC response letter]

United States securities and exchange commission logo
October 12, 2022
Jie Liu
Chief Executive Officer
Hongli Group Inc.
Beisanli Street, Economic Development Zone
Changle County, Weifang
Shandong, China 262400
Re:Hongli Group Inc.
Amendment No. 8 to Registration Statement on Form F-1
Filed September 30, 2022
File No. 333-261945
Dear Jie Liu:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Amendment No. 8 to Registration Statement on Form F-1 filed September 30, 2022
Management's Discussion and Analysis of Financial Condition and Results of Operations
Critical Accounting Policies, page 101
1.Please explain your reference to "unaudited condensed consolidated financial statements"
throughout your critical accounting policies discussion or revise to remove.
Consolidated Financial Statements
Consolidated Statements of Cash Flows, page F-33
2.In your statement of cash flows for the six months ended June 30, 2021, you present
$368,974 "payments of deferred offering costs" in cash flows from financing activity.

 FirstName LastNameJie Liu
 Comapany NameHongli Group Inc.
 October 12, 2022 Page 2
 FirstName LastName
Jie Liu
Hongli Group Inc.
October 12, 2022
Page 2
Please tell us the amount of such payments for the full year of 2021 and how they are
classified in your statement of cash flows for the year ended December 31, 2021.  To the
extent that such payments were classified within net cash provided by (used in) operating
activities, please revise.
            You may contact David Edgar, Senior Staff Accountant, at (202) 551-3459 or Kathleen
Collins, Accounting Branch Chief, at (202) 551-3499 if you have questions regarding comments
on the financial statements and related matters. Please contact Jeff Kauten, Staff Attorney, at
(202) 551-3447 or Jan Woo, Legal Branch Chief, at (202) 551-3453 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Arila Zhou, Esq.

CORRESP
1
filename1.htm

HONGLI GROUP INC.

July 15, 2022

Jeff Kauten, Esq.

Division of Corporation Finance

Legal Branch

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

 Re: Hongli Group Inc.

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

Filed June 17, 2022

File No. 333-261945

Dear Mr. Kauten:

This letter is in response
to the letter dated June 28, 2022, from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
addressed to Hongli Group Inc. (the “Company,” “we,” and “our”). For ease of reference, we have recited
the Commission’s comments in this response and numbered them accordingly. The amendment to Registration Statement on Form F-1 (the
“Registration Statement”) is being filed to accompany this letter.

Amendment No. 4 to Registration Statement
on Form F-1 filed June 17, 2022

Cover Page

 1. We note your disclosure that the Cayman Islands holding company controls and receives the economic
benefits of the VIE’s business operations through contractual agreements between the VIE and your wholly foreign-owned enterprise
(WFOE) and that the Cayman Islands holding company is the primary beneficiary of the VIE. However, neither the investors in the holding
company nor the holding company itself have an equity ownership in, direct foreign investment in, or control of, through such ownership
or investment, the VIE. Accordingly, please refrain from implying that the contractual agreements are equivalent to equity ownership in
the business of the VIE. Any references to control or benefits that accrue to you because of the VIE should be limited to a clear description
of the conditions you have satisfied for consolidation of the VIE under U.S. GAAP. Additionally, your disclosure should clarify that you
are the primary beneficiary of the VIE for accounting purposes.

Response: In response to the Staff’s
comments, we revised the disclosure on the cover page and throughout the Registration Statement as applicable.

Commonly Used Defined Terms, page ii

 2. We note that you exclude Hong Kong and Macau from your definition of PRC or China. Please revise to
remove these exclusions from this definition.

Response: In response to the Staff’s
comments, we revised the defined term on page ii of the Registration Statement accordingly and made revisions throughout the Registration
Statement as applicable.

Summary Consolidated Financial Data, page
26

 3. We note your revised disclosures in response to prior comment 8. Please explain to us why the amount
of the consulting fee income/consulting fee services expense in the consolidating income statement worksheet differs from the consulting
fee receivable/payable in the consolidating balance sheet for fiscal 2021. Also revise to refer to these worksheets as condensed consolidating
statements of operations and balance sheets.

Response: We respectfully advise the Staff
that the difference between the amount of the consulting fee income/consulting fee services expense in the consolidating income statement
worksheet and the consulting fee receivable/payable in the consolidating balance sheet for fiscal 2021, was because of the different exchange
rates used to translate our functional currency of RMB to U.S. Dollars. The consulting fee income/consulting fee services expense in the
consolidating income statement worksheet were translated at the average rate of exchange of 6.4512 during the reporting period, and the
consulting fee receivable/payable in the consolidating balance sheet were translated at the applicable spot rate of exchange of 6.3731
at December 31, 2021. Further, we revised the reference to these worksheets as condensed consolidating statements of operations and balance
sheets on page 27 to 29 of the Registration Statement.

Use of Proceeds, page 68

 4. Please revise footnote (1) to clarify what is meant by “such portion” of the proceeds will
be used to pay for the Yingxuan Assets in the event Hongli Shandong is not able to obtain the loan from the Bank of Weifang. In this regard,
quantify the additional proceeds that will be used if the loan is not obtained, which appears to be approximately $3.8 million after factoring
in the $7.2 million and $6.2 million already disclosed.

Response: In response to the Staff’s
comments, we revised the disclosures on page 25, 68 and 70 of the Registration Statement.

    2

Capitalization, page 70

 5. We note your revised disclosures in response to prior comment 12. Please further revise to reflect
the $6.2 million of proceeds that you intend to use for the Yingxuan Asset purchase in the “as adjusted” column as a cash reduction.
Also, revise your discussion in footnote (3) to address, in quantified terms, the impact of the pending loan and the intended repayment
of such loan on your cash and total capitalization as well as the impact should you not receive final approval for such loan. Lastly,
revise to refer to the as-adjusted column as pro-forma.

Response: In response to the Staff’s
comments, we revised the capitalization table on page 70 of the Registration Statement. Further, we revised the disclosure in footnote
(3) of the capitalization table. Last, we revised the reference to the as-adjusted column as pro-forma on page 70 of the Registration
Statement accordingly.

Dilution, page 70

 6. Please provide us with the calculations that support your net tangible book value of $10,161,237.

Response: We respectfully advise the Staff
that the net tangible book value of $10,161,237 is calculated as following:

    December 31,
 2021

    Total assets
    $ 21,845,746

    Less: deferred offering costs (included in prepaid expense and other current assets in the consolidated balance sheet)
      605,000

    Less: intangible assets, net
      722,359

    Less: total liabilities
      10,357,150

    Net tangible book value
    $ 10,161,237

Management’s Discussion and Analysis of
Financial Condition and Results of Operations

Factors Affecting Our Results of Operations,
page 74

 7. We note from your disclosures that you expect the steel price to stabilize in the near future and therefore,
you do not think that the trend of increased steel price will have a material impact on your results of operations or liquidity in the
near term. Please revise to clarify what is meant by “near future” and “near term.” Also, explain the basis for this
disclosure and how steel prices to date in fiscal 2022 or other operational strategies impacted your assertions.

Response: We respectfully advise the Staff that the expected steel price as previously disclosed in the Registration Statement was estimated
in 2021. We revised the disclosure and provided the historic data of the steel price for investors’ information on page 67 of the
Registration Statement. We removed the expectation of the steel price accordingly.

    3

 8. You state that if the steel price increases by more than 10%, the PRC operating entities will negotiate
with their customers to adjust the selling price on the sales side. Please clarify whether such negotiations relates to existing contracts
or to new contracts with your customer. To the extent you renegotiate existing contracts, please tell us how you account for the contract
modifications and revise your disclosures, both here and in the financial statement footnotes, as necessary.

Response: We respectfully advise the Staff
that the PRC operating entities entered into framework agreements with their customers. As the PRC operating entities produce customized
products based on the customers’ demands, the PRC operating entities will negotiate price and number of products with their customers
when a specific order is placed under the framework agreements based on the then market conditions. Once an order is placed, the price
and number of products will not change. Accordingly, we revised the disclosure on page 67 of the Registration Statement.

Liquidity and Capital Resources, page 81

 9. You state that to the extent you are unable to obtain the bank loan to complete Hongli Shandong’s expansion
plan, you will re-allocate 28% of the proceeds from this offering to pay for the Yingxuan Assets. It appears from your disclosures on
page 68 that you already plan to use $6.2 million (or 28%) of the proceeds to pay for these Assets regardless of whether the loan is obtained.
Please explain further this disclosure. To the extent this is intended to convey that you will pay the remaining $11.0 million due for
the Yingxuan Assets from the proceeds of the offering if you are unable to obtain the loan, then revise to clearly indicate as such and
provide the dollar amount of proceeds that you intend to use to fund the expansion plan.

Response: In response to the Staff’s
comments, we revised the disclosure on page 86 and 87 of the Registration Statement.

 10. Please revise to include a discussion of the loan agreements with Industrial and Commercial Bank of
China and Agricultural Bank of China that you entered into during fiscal 2022.

Response: In response to the Staff’s
comments, we added the disclosures of these loan agreements on page 85 of the Registration Statement.

Management’s Discussion and Analysis of
Financial Condition and Results of Operations

Liquidity and Capital Resources, page 81

 11. Please file the asset transfer agreements with Yingxuan regarding the acquisition of the Yingxuan Assets
as exhibits to your registration statement. Refer to Item 601(b)(10)(ii)(C) of Regulation S-K.

Response: In response to the Staff’s
comments, we filed the asset transfer agreements with Yingxuan as Exhibit 10.15 of the Registration Statement.

    4

Material Income Tax Consideration, page
164

 12. Please revise both here and in Section C.vi of the East & Concord Partners opinion to state that
the disclosure regarding the PRC tax laws and regulations or interpretations represents the opinion of counsel. Also, revise the disclosure
in the U.S. Federal Income Taxation section to state that it represents the opinion of Messina Madrid Law PA. For guidance, refer to Section
III.B.2 of Staff Legal Bulletin #19.

Response: In response to the Staff’s
comments, we revised the disclosure on page 166 of the Registration Statement. We further filed the revised legal opinion of East &
Concord, our PRC counsel, as Exhibit 5.2 of the Registration Statement accordingly.

We appreciate the assistance
the Staff has provided with its comments. If you have any questions, please do not hesitate to call our counsel, Arila Zhou, Esq., of
Robinson & Cole LLP, at (212) 451-2908.

Very truly yours,

[Signature Page Follows]

    5

    By:
    /s/ Jie Liu

    Jie Liu

    Chief Executive Officer

Arila Zhou, Esq.

Robinson & Cole LLP

[signature page to the SEC response letter]

United States securities and exchange commission logo
June 28, 2022
Jie Liu
Chief Executive Officer
Hongli Group Inc.
Beisanli Street, Economic Development Zone
Changle County, Weifang
Shandong, China 262400
Re:Hongli Group Inc.
Amendment No. 4 to Registration Statement on Form F-1
Filed June 17, 2022
File No. 333-261945
Dear Mr. Liu:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our April 14, 2022 letter.
Amendment No. 4 to Registration Statement on Form F-1 filed June 17, 2022
Cover Page
1.We note your disclosure that the Cayman Islands holding company controls and receives
the economic benefits of the VIE’s business operations through contractual agreements
between the VIE and your wholly foreign-owned enterprise (WFOE) and that the Cayman
Islands holding company is the primary beneficiary of the VIE.  However, neither the
investors in the holding company nor the holding company itself have an equity
ownership in, direct foreign investment in, or control of, through such ownership or
investment, the VIE. Accordingly, please refrain from implying that the contractual
agreements are equivalent to equity ownership in the business of the VIE. Any references

 FirstName LastNameJie Liu
 Comapany NameHongli Group Inc.
 June 28, 2022 Page 2
 FirstName LastNameJie Liu
Hongli Group Inc.
June 28, 2022
Page 2
to control or benefits that accrue to you because of the VIE should be limited to a clear
description of the conditions you have satisfied for consolidation of the VIE under U.S.
GAAP.  Additionally, your disclosure should clarify that you are the primary beneficiary
of the VIE for accounting purposes.
Commonly Used Defined Terms, page ii
2.We note that you exclude Hong Kong and Macau from your definition of PRC or China.
Please revise to remove these exclusions from this definition.
Summary Consolidated Financial Data, page 26
3.We note your revised disclosures in response to prior comment 8.  Please explain to us
why the amount of the consulting fee income/consulting fee services expense in the
consolidating income statement worksheet differs from the consulting fee
receivable/payable in the consolidating balance sheet for fiscal 2021.  Also revise to refer
to these worksheets as condensed consolidating statements of operations and balance
sheets.
Use of Proceeds, page 68
4.Please revise footnote (1) to clarify what is meant by "such portion" of the proceeds will
be used to pay for the Yingxuan Assets in the event Hongli Shandong is not able to obtain
the loan from the Bank of Weifang.  In this regard, quantify the additional proceeds that
will be used if the loan is not obtained, which appears to be approximately $3.8 million
after factoring in the $7.2 million and $6.2 million already disclosed.
Capitalization, page 70
5.We note your revised disclosures in response to prior comment 12.  Please further revise
to reflect the $6.2 million of proceeds that you intend to use for the Yingxuan Asset
purchase in the "as adjusted" column as a cash reduction.  Also, revise your discussion in
footnote (3) to address, in quantified terms, the impact of the pending loan and the
intended repayment of such loan on your cash and total capitalization as well as the
impact should you not receive final approval for such loan.  Lastly, revise to refer to the
as-adjusted column as pro-forma.
Dilution, page 70
6.Please provide us with the calculations that support your net tangible book value of
$10,161,237.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Factors Affecting Our Results of Operations, page 74
7.We note from your disclosures that you expect the steel price to stabilize in the near future
and therefore, you do not think that the trend of increased steel price will have a material

 FirstName LastNameJie Liu
 Comapany NameHongli Group Inc.
 June 28, 2022 Page 3
 FirstName LastNameJie Liu
Hongli Group Inc.
June 28, 2022
Page 3
impact on your results of operations or liquidity in the near term.  Please revise to clarify
what is meant by "near future" and "near term."  Also, explain the basis for this
disclosure and how steel prices to date in fiscal 2022 or other operational
strategies impacted your assertions.
8.You state that if the steel price increases by more than 10%, the PRC operating entities
will negotiate with their customers to adjust the selling price on the sales side.  Please
clarify whether such negotiations relates to existing contracts or to new contracts with
your customer.  To the extent you renegotiate existing contracts, please tell us how you
account for the contract modifications and revise your disclosures, both here and in the
financial statement footnotes, as necessary.
Liquidity and Capital Resources, page 81
9.You state that to the extent you are unable to obtain the bank loan to complete Hongli
Shandong's expansion plan, you will re-allocate 28% of the proceeds from this offering to
pay for the Yingxuan Assets.  It appears from your disclosures on page 68 that you
already plan to use $6.2 million (or 28%) of the proceeds to pay for these Assets
regardless of whether the loan is obtained.  Please explain further this disclosure.  To the
extent this is intended to convey that you will pay the remaining $11.0 million due for the
Yingxuan Assets from the proceeds of the offering if you are unable to obtain the loan,
then revise to clearly indicate as such and provide the dollar amount of proceeds that you
intend to use to fund the expansion plan.
10.Please revise to include a discussion of the loan agreements with Industrial and
Commercial Bank of China and Agricultural Bank of China that you entered into during
fiscal 2022.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Liquidity and Capital Resources, page 81
11.Please file the asset transfer agreements with Yingxuan regarding the acquisition of the
Yingxuan Assets as exhibits to your registration statement.  Refer to Item
601(b)(10)(ii)(C) of Regulation S-K.
Material Income Tax Consideration, page 164
12.Please revise both here and in Section C.vi of the East & Concord Partners opinion to state
that the disclosure regarding the PRC tax laws and regulations or
interpretations represents the opinion of counsel.  Also, revise the disclosure in the U.S.
Federal Income Taxation section to state that it represents the opinion of Messina Madrid
Law PA.  For guidance, refer to Section III.B.2 of Staff Legal Bulletin #19.
            You may contact David Edgar, Senior Staff Accountant, at (202) 551-3459 or Kathleen
Collins, Accounting Branch Chief, at (202) 551-3499 if you have questions regarding comments
on the financial statements and related matters. Please contact Jeff Kauten, Staff Attorney,

 FirstName LastNameJie Liu
 Comapany NameHongli Group Inc.
 June 28, 2022 Page 4
 FirstName LastName
Jie Liu
Hongli Group Inc.
June 28, 2022
Page 4
at (202) 551-3447 or Jan Woo, Legal Branch Chief, at (202) 551-3453 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Arila Zhou, Esq.

CORRESP
1
filename1.htm

Hongli
Group Inc.

June
17, 2022

Jeff
Kauten, Esq.

Division of Corporation Finance

Office of Technology

U.S.
Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Re: Hongli
Group Inc.

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

Filed
March 31, 2022

File
No. 333-261945

Dear
Mr. Kauten:

This
letter is in response to the letter dated April 14, 2022, from the staff (the “Staff”) of the Securities and Exchange Commission
(the “Commission”) addressed to Hongli Group Inc. (the “Company,” “we,” and “our”). For
ease of reference, we have recited the Commission’s comments in this response and numbered them accordingly. The amendment to Registration
Statement on Form S-1 (the “Registration Statement”) is being filed to accompany this letter.

Amendment
No. 3 to Registration Statement on Form F-1 filed March 31, 2022

Cover
Page

 1. Refrain
                                            from using terms such as “we” or “our” when describing activities
                                            or functions of a VIE. In this regard, we note your disclosure here and on page ii that the
                                            terms “we,” “us,” “our company” and “our”
                                            may refer to the PRC operating entities.

Response:
Pursuant to the Staff’s comment, we have revised the usage of such terms on the Cover Page and page ii of the Registration
Statement.

 2. Please
                                            disclose whether you have cash management policies and procedures that dictate how funds
                                            are transferred, and if so, describe these policies and procedures. Include corresponding
                                            disclosure in the prospectus summary.

Response:
We respectfully advise the staff that we have not adopted or maintained any cash management policies and procedures as of the date
hereof. Accordingly, we have revised the disclosure on the Cover Page and included corresponding disclosure at pages 7 to 9 and 122 to
124 of the Registration Statement, to explain the structure of cash flows by and within Hongli Cayman, its subsidiaries and PRC operating
entities, and a summary of the applicable regulations.

 3. Please
                                            revise to include a discussion of the rules adopted by the SEC on December 2, 2021 related
                                            to the Holding Foreign Companies Accountable Act. Please include corresponding disclosure
                                            in the prospectus summary and risk factors sections.

Response:
Pursuant to the Staff’s comment, we hereby revised the Cover Page to include a discussion of the rules adopted by the SEC on
December 2, 2021 related to the Holding Foreign Companies Accountable Act. We have also included corresponding disclosure in the prospectus
summary on page 24 and risk factor entitled “[t]he recent joint statement by the SEC and the PCAOB, proposed rule changes submitted
by Nasdaq, and the Holding Foreign Companies Accountable Act all call for additional and more stringent criteria to be applied to emerging
market companies upon assessing the qualification of their auditors, especially the non-U.S. auditors who are not inspected by the
PCAOB. These developments could add uncertainties to our offering.” on page 56 and 57 of the Registration Statement.

 4. Please
                                            revise your disclosure that a "substantial portion" of your current business operations
                                            are conducted in the PRC to clarify that the substantial majority of your business is conducted
                                            in the PRC.

Response:
Pursuant to the Staff’s comment, we hereby revised the disclosure on the Cover Page and page 19, 40 and 46, of the Registration
Statement accordingly.

Our
Corporate Structure, page 1

 5. Please
                                            use dashed lines without arrows when describing the VIEs rather than solid lines with arrows.

Response:
Pursuant to the Staff’s comment, we hereby revised the organization chart under section “Our Corporate Structure”
on page 2 and 116 of the Registration Statement.

Contractual
Arrangements between Hongli WFOE and Hongli Shandong, page 2

 6. We
                                            note your disclosure that you are currently not required to obtain permission from any of
                                            the PRC authorities to operate and issue your ordinary shares to foreign investors and that
                                            you are not required to obtain permission or approval from the PRC authorities for the VIE’s
                                            operation. Please disclose whether you relied on the opinion of counsel and, if so, identify
                                            counsel and file a consent. If you did not rely on counsel, explain why you did not consult
                                            counsel and why you believe you do not need any permissions or approvals. Also, with respect
                                            to the Cyberspace Administration of China, please describe the consequences to you and your
                                            investors if you, your subsidiaries, or the VIEs: (i) do not receive or maintain such permissions
                                            or approvals, (ii) inadvertently conclude that such permissions or approvals are not required,
                                            or (iii) applicable laws, regulations, or interpretations change and you are required to
                                            obtain such permissions or approvals in the future.

Response:
Pursuant to the Staff’s comment, we hereby revised the disclosure on page 6 and 120 of the Registration Statement and filed
the updated consent of our PRC legal counsel, East & Concord as Exhibit 23.3 of the Registration Statement, incorporated in reference
to Exhibit 5.2 thereof. Further, we added the corresponding disclosures with respect to the Cyberspace Administration of China on page
7 and 122 of the Registration Statement.

    2

Prospectus
Summary

Summary
of Risk Factors, page 16

 7. Please
                                            disclose 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. Also, 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.
                                            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.

Response:
Pursuant to the Staff’s comment, we hereby revise the disclosure on page 18, 19, 20, and 48 of the Registration Statement.

Summary
Consolidated Financial Data

Selected
Condensed Consolidated Statements of Operations, page 26

 8. We
                                            note from your response to prior comment 1 that you revised the consolidating worksheets
                                            to reflect the service fee income and related receivable due from the VIE to the WFOE from
                                            the date the Exclusive Business Cooperation and Service Agreement (Agreement) was signed.
                                            Please further revise to remove the “Benefits from VIE and VIE’s subsidiaries”,
                                            “Accumulated benefits through VIE and VIE’s subsidiaries”, and corresponding
                                            eliminations, as well as the ensuing effects on the condensed financial statements of Hongli
                                            Cayman and Subsidiary for periods that pre-date the April 12, 2021 VIE Agreements. In this
                                            regard, amounts included in Hongli Cayman, Subsidiary and Hongli WFOE columns prior to April
                                            12, 2021 should be zero or N/A. Also, revise the introductory paragraph to clarify when Agreements
                                            were entered into and why the historical amounts are reflected in the VIE only column.

Response:
Pursuant to the Staff’s comment, we hereby revised the disclosure from page 27 to 30 of the Registration Statement.

Risk
Factors

Pandemics
and epidemics, natural disasters, terrorist activities..., page 35

 9. Disclose
                                            the risk of potential cyberattacks by state actors as a result of Russia’s ongoing
                                            conflict with Ukraine and whether you have taken actions to mitigate such potential cyberattacks.

Response:
In response to the Staff’s comments, we added the disclosure on page 37 of the Registration Statement.

    3

You
may have difficulty enforcing judgments obtained against us., page 38

 10. Please
                                            revise to include a cross-reference to the enforcement of civil liabilities section.

Response:
Pursuant to the Staff’s comment, we have revised to include a cross-reference to the “Enforceability of Civil Liabilities”
on page 40 of the Registration Statement.

In
light of recent events indicating greater oversight..., page 56

 11. Please
                                            update the disclosure in this risk factor to state that the draft CAC measures proposed in
                                            July 2021 became effective in February 2022.

Response:
Pursuant to the Staff’s comment, we have revised disclosure of the risk factor titled “[i]n light of recent events
indicating greater oversight by the Cyberspace Administration of China over data security, particularly for companies seeking to list
on a foreign exchange…” on page 58 to 59 of the Registration Statement.

Capitalization,
page 68

 12. Please
                                            revise to include a footnote to this table discussing the potential impact to your capitalization
                                            information were you to repay the loan with Bank of Weifang, if finalized, or fund the remainder
                                            of the purchase of the Yinguan Assets with the proceeds of the offering.

Response:
Pursuant to the Staff’s comment, we revised to add a footnote under the table on page 70 of the Registration Statement.

Dilution,
page 70

 13. Please
                                            revise to ensure that intangible assets are omitted from net tangible book value calculations.
                                            Also, you refer to both "as adjusted net tangible book value" and "pro forma
                                            net tangible book value." Please revise to use consistent references throughout or explain
                                            how these measures differ.

Response:
Pursuant to the Staff’s comment, we have revised the disclosure under “Dilution” section on page 71 and 72 of the
Registration Statement.

We
appreciate the assistance the Staff has provided with its comments. If you have any questions, please do not hesitate to call our counsel,
Arila Zhou, Esq., of Robinson & Cole LLP, at (212) 451-2908.

[Signature
Page Follows]

    4

    Very truly yours,

    By:
    /s/ Jie Liu

    Jie Liu

    Chief Executive Officer

 cc: Arila
                                            Zhou, Esq.

                                            Robinson & Cole LLP

[signature
page to the SEC response letter]

United States securities and exchange commission logo
April 14, 2022
Jie Liu
Chief Executive Officer
Hongli Group Inc.
Beisanli Street, Economic Development Zone
Changle County, Weifang
Shandong, China 262400
Re:Hongli Group Inc.
Amendment No. 3 to Registration Statement on Form F-1
Filed March 31, 2022
File No. 333-261945
Dear Mr. Liu:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our March 7, 2022 letter.
Amendment No. 3 to Registration Statement on Form F-1 filed March 31, 2022
Cover Page
1.Refrain from using terms such as “we” or “our” when describing activities or functions of
a VIE. In this regard, we note your disclosure here and on page ii that the terms “we,”
“us,” “our company” and “our” may refer to the PRC operating entities.
2.Please disclose whether you have cash management policies and procedures that dictate
how funds are transferred, and if so, describe these policies and procedures.  Include
corresponding disclosure in the prospectus summary.

 FirstName LastNameJie Liu
 Comapany NameHongli Group Inc.
 April 14, 2022 Page 2
 FirstName LastName
Jie Liu
Hongli Group Inc.
April 14, 2022
Page 2
3.Please revise to include a discussion of the rules adopted by the SEC on December 2,
2021 related to the Holding Foreign Companies Accountable Act.  Please include
corresponding disclosure in the prospectus summary and risk factors sections.
4.Please revise your disclosure that a "substantial portion" of your current business
operations are conducted in the PRC to clarify that the substantial majority of your
business is conducted in the PRC.
Our Corporate Structure, page 1
5.Please use dashed lines without arrows when describing the VIEs rather than solid lines
with arrows.
Contractual Arrangements between Hongli WFOE and Hongli Shandong, page 2
6.We note your disclosure that you are currently not required to obtain permission from any
of the PRC authorities to operate and issue your ordinary shares to foreign investors and
that you are not required to obtain permission or approval from the PRC authorities for the
VIE’s operation.  Please disclose whether you relied on the opinion of counsel and, if so,
identify counsel and file a consent.  If you did not rely on counsel, explain why you did
not consult counsel and why you believe you do not need any permissions or approvals.
Also, with respect to the Cyberspace Administration of China, please describe the
consequences to you and your investors if you, your subsidiaries, or the VIEs: (i) do not
receive or maintain such permissions or approvals, (ii) inadvertently conclude that such
permissions or approvals are not required, or (iii) applicable laws, regulations, or
interpretations change and you are required to obtain such permissions or approvals in the
future.
Prospectus Summary
Summary of Risk Factors, page 16
7.Please disclose 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.
Also, 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.  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 LastNameJie Liu
 Comapany NameHongli Group Inc.
 April 14, 2022 Page 3
 FirstName LastName
Jie Liu
Hongli Group Inc.
April 14, 2022
Page 3
Summary Consolidated Financial Data
Selected Condensed Consolidated Statements of Operations, page 26
8.We note from your response to prior comment 1 that you revised the consolidating
worksheets to reflect the service fee income and related receivable due from the VIE to
the WFOE from the date the Exclusive Business Cooperation and Service Agreement
(Agreement) was signed.  Please further revise to remove the “Benefits from VIE and
VIE’s subsidiaries”, “Accumulated benefits through VIE and VIE’s subsidiaries”, and
corresponding eliminations, as well as the ensuing effects on the condensed financial
statements of Hongli Cayman and Subsidiary for periods that pre-date the April 12, 2021
VIE Agreements.  In this regard, amounts included in Hongli Cayman, Subsidiary and
Hongli WFOE columns prior to April 12, 2021 should be zero or N/A.  Also, revise the
introductory paragraph to clarify when Agreements were entered into and why the
historical amounts are reflected in the VIE only column.
Risk Factors
Pandemics and epidemics, natural disasters, terrorist activities..., page 35
9.Disclose the risk of potential cyberattacks by state actors as a result of Russia’s ongoing
conflict with Ukraine and whether you have taken actions to mitigate such potential
cyberattacks.
You may have difficulty enforcing judgments obtained against us., page 38
10.Please revise to include a cross-reference to the enforcement of civil liabilities section.
In light of recent events indicating greater oversight..., page 56
11.Please update the disclosure in this risk factor to state that the draft CAC measures
proposed in July 2021 became effective in February 2022.
Capitalization, page 68
12.Please revise to include a footnote to this table discussing the potential impact to your
capitalization information were you to repay the loan with Bank of Weifang, if
finalized, or fund the remainder of the purchase of the Yinguan Assets with the proceeds
of the offering.
Dilution, page 70
13.Please revise to ensure that intangible assets are omitted from net tangible book value
calculations.  Also, you refer to both "as adjusted net tangible book value" and "pro
forma net tangible book value."  Please revise to use consistent references throughout or
explain how these measures differ.

 FirstName LastNameJie Liu
 Comapany NameHongli Group Inc.
 April 14, 2022 Page 4
 FirstName LastName
Jie Liu
Hongli Group Inc.
April 14, 2022
Page 4
            You may contact David Edgar, Senior Staff Accountant, at (202) 551-3459 or Kathleen
Collins, Accounting Branch Chief, at (202) 551-3499 if you have questions regarding comments
on the financial statements and related matters. Please contact Jeff Kauten, Staff Attorney, at
(202) 551-3447 or Jan Woo, Legal Branch Chief, at (202) 551-3453 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Arila Zhou, Esq.

CORRESP
1
filename1.htm

Hongli Group Inc.

March 31, 2022

Via Edgar

Mr. Jeff Kauten

Division of Corporation Finance

Office of Technology

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

 Re: Hongli Group Inc.

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

Filed February 25, 2022

File No. 333-261945

Dear Mr. Jeff Kauten:

This letter is in response to the letter dated
March 7, 2022, from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) addressed
to Hongli Group Inc. (the “Company,” “we,” and “our”). For ease of reference, we have recited the
Commission’s comments in this response and numbered them accordingly. An amended Registration Statement on Form F-1 (the “Registration
Statement”) is being filed to accompany this letter.

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

Summary Consolidated Financial Data

Selected Condensed Consolidated Statements
of Income and Comprehensive Income, page 25

 1. We note that pursuant to the Exclusive Business Cooperation and Management Agreement, Hongli WFOE is
entitled to an annual service fee equal to the total amount of audited net income for Hongli Shandong (VIE). Please tell us how the revenue
and receivable from Hongli Shandong is reflected in the subsidiaries column of your consolidating worksheets. In this regard, we note
that the subsidiaries column includes equity in the VIE and share of income from VIE, however, Hongli WFOE does not have an equity interest
in the VIE. Also, tell us how the expense and amounts due to Hongli WFOE are reflected in the VIE column of your worksheet. Please explain
or revise your consolidating worksheets as necessary.

Response: We respectfully advise
the Staff that Hongli WFOE does not have an equity interest in the VIE and VIE’s
subsidiaries, therefore, we have separately presented the Hongli WFOE from our other subsidiaries, and updated “Share
of income from subsidiaries” to “Benefits through VIE and VIE’s subsidiaries” in the selected condensed consolidating
statements of operations, and “Investments in a subsidiary”
to “Accumulated benefits through VIE and VIE’s subsidiaries” in the selected condensed consolidated balance sheets
on page 27 to 29 of the Registration Statement.

Additionally, we have updated the Hongli WFOE
column to include service fee income from consulting services pursuant to the Exclusive Business Cooperation and Service Agreement (the
“Agreement”) since April 12, 2021, which was the signing date of the Agreement. Pursuant to the Agreement, Hongli WOFE was
not entitled to received service fee income from VIE and VIE’s subsidiaries until the date of the Agreement. The current year service
fee income was recorded in the “Consulting fee income from VIE and VIE’s subsidiaries” on the selected condensed consolidating
statements of operations, and service fee receivable was recorded in the “Consulting fee receivable due from VIE and VIE’s
subsidiaries” on the selected condensed consolidated balance sheets.

We have also updated
the VIE and VIE’s subsidiaries column to include consulting fee in relation to services rendered by Hongli WOFE pursuant to the
Agreement since April 12, 2021 as mentioned above. The current year service fee was recorded in the “Consulting fee in relation
to services rendered by Hongli WFOE” on the selected condensed consolidating statements of operations, and service fee payable was
recorded in the “Consulting fee payable due to Hongli WFOE” on the selected condensed consolidated balance sheets.

We appreciate the assistance the Staff has provided
with its comments. If you have any questions, please do not hesitate to call our counsel, Arila Zhou, Esq., of Robinson & Cole LLP,
at (212) 451-2908.

[signature page follows]

Very truly yours,

    By:
    /s/ Jie Liu

    Jie Liu

    Chief Executive Officer

CC:
Arila Zhou, Esq.

Robinson & Cole LLP

[signature page to the SEC response letter]

United States securities and exchange commission logo
March 7, 2022
Jie Liu
Chief Executive Officer
Hongli Group Inc.
Beisanli Street, Economic Development Zone
Changle County, Weifang
Shandong, China 262400
Re:Hongli Group Inc.
Amendment No. 2 to Registration Statement on Form F-1
Filed February 25, 2022
File No. 333-261945
Dear Mr. Liu:
            We have reviewed your amended registration statement and have the following
comment.  In our comment, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comment 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 comment, we may have additional comments.
Amendment No. 2 to Registration Statement on Form F-1
Summary Consolidated Financial Data
Selected Condensed Consolidated Statements of Income and Comprehensive Income, page 25
1.We note that pursuant to the Exclusive Business Cooperation and Management
Agreement, Hongli WFOE is entitled to an annual service fee equal to the total amount of
audited net income for Hongli Shandong (VIE).  Please tell us how the revenue and
receivable from Hongli Shandong is reflected in the subsidiaries column of
your consolidating worksheets.  In this regard, we note that the subsidiaries column
includes equity in the VIE and share of income from VIE, however, Hongli WFOE does
not have an equity interest in the VIE.  Also, tell us how the expense and amounts due to
Hongli WFOE are reflected in the VIE column of your worksheet.  Please explain or

 FirstName LastNameJie Liu
 Comapany NameHongli Group Inc.
 March 7, 2022 Page 2
 FirstName LastName
Jie Liu
Hongli Group Inc.
March 7, 2022
Page 2
revise your consolidating worksheets as necessary.
            You may contact David Edgar, Senior Staff Accountant, at (202) 551-3459 or Kathleen
Collins, Accounting Branch Chief, at (202) 551-3499 if you have questions regarding comments
on the financial statements and related matters. Please contact Jeff Kauten, Staff Attorney,
at (202) 551-3447 or Jan Woo, Legal Branch Chief, at (202) 551-3453 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Arila Zhou, Esq.

CORRESP
1
filename1.htm

HONGLI GROUP INC.

February 25, 2022

Via Edgar

Mr. Jeff Kauten

Division of Corporation Finance

Office of Trade & Services

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

 Re: Hongli Group Inc.

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

Filed January 31, 2022

File No. 333-261945

Dear Mr. Jeff Kauten:

This letter is in response to the letter dated
February 7, 2022, from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) addressed
to Hongli Group Inc. (the “Company,” “we,” and “our”) with respect to the above-referenced Registration
Statement on Form F-1 (the “Registration Statement”). For ease of reference, we have recited the Commission’s comments
in this response and numbered them accordingly. An amended Registration Statement is being filed to accompany this letter.

Amendment 1 to Registration Statement on
Form F-1

Cover Page

 1. Please explain further what is meant by your revised disclosures both here and on page 22 where you
state “…if either there is any regulatory change or step taken by PRC regulators that does not permit RBSM LLP to provide
audit decimations located in China or Hong Kong to the PCAOB for inspection or investigation or the PACOB expands the scope of the Determination
so that we are subject to the HFCA Act…” Clarify what is meant by “audit decimations” and correct the reference
to the “PACOB.”

RESPONSE: In response to the Staff’s
comments, we made the revisions to the cover page and page 22 of the Registration Statement accordingly.

Management’s Discussion and Analysis
of Financial Condition and Results of Operations Liquidity and Capital Resources, page 79:

 2. We note from your revised disclosure to comment 5 that you anticipate finalizing the loan with Bank
of Weifang by the end of March 2022. Please revise your disclosures on page 85 and elsewhere to state when Hongli Shandong submitted the
loan application. In this regard, since the August 9, 2021 amendment to your draft registration statement you have indicated that you
“just submitted” the loan application.

RESPONSE: In response to the Staff’s
comments, we made the revisions to the page 31, 64, 85, 86, 108 and F-52 of the Registration Statement accordingly.

We appreciate the assistance the Staff has provided
with its comments. If you have any questions, please do not hesitate to call our counsel, Arila Zhou, Esq., of Robinson & Cole LLP,
at (212) 451-2908.

[signature page follows]

Very truly yours,

    By:
    /s/ Jie Liu

    Jie Liu

    Chief Executive Officer

    CC:
    Arila Zhou, Esq.

    Robinson & Cole LLP

[signature page to the SEC response letter]

United States securities and exchange commission logo
February 7, 2022
Jie Liu
Chief Executive Officer
Hongli Group Inc.
Beisanli Street, Economic Development Zone
Changle County, Weifang
Shandong, China 262400
Re:Hongli Group Inc.
Amendment No. 1 to Registration Statement on Form F-1
Filed January 31, 2022
File No. 333-261945
Dear Mr. Liu:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our January 11, 2022 letter.
Amendment 1 to Registration Statement on Form F-1
Cover Page
1.Please explain further what is meant by your revised disclosures both here and on page 22
where you state "...if either there is any regulatory change or step taken by PRC regulators
that does not permit RBSM LLP to provide audit decimations located in China or Hong
Kong to the PCAOB for inspection or investigation or the PACOB expands the scope of
the Determination so that we are subject to the HFCA Act..."  Clarify what is meant by
"audit decimations" and correct the reference to the "PACOB."

 FirstName LastNameJie Liu
 Comapany NameHongli Group Inc.
 February 7, 2022 Page 2
 FirstName LastName
Jie Liu
Hongli Group Inc.
February 7, 2022
Page 2
Management's Discussion and Analysis of Financial Condition and Results of Operations
Liquidity and Capital Resources, page 79
2.We note from your revised disclosure in response to comment 5 that you anticipate
finalizing the loan with Bank of Weifang by the end of March 2022.  Please revise your
disclosures on page 85 and elsewhere to state when Hongli Shandong submitted the loan
application.  In this regard, since the August 9, 2021 amendment to your draft registration
statement you have indicated that you "just submitted" the loan application.
            You may contact David Edgar, Senior Staff Accountant, at (202) 551-3459 or Kathleen
Collins, Accounting Branch Chief, at (202) 551-3499 if you have questions regarding comments
on the financial statements and related matters. Please contact Jeff Kauten, Staff Attorney, at
(202) 551-3447 or Jan Woo, Legal Branch Chief, at (202) 551-3453 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Arila Zhou, Esq.

CORRESP
1
filename1.htm

Hongli Group Inc.

January 28, 2022

Via Edgar

Mr. Jeff Kauten

Division of Corporation Finance

Office of Trade & Services

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

    Re:
    Hongli Group Inc.

    Registration Statement on Form F-1

    Filed on December 30, 2021

    File No. 333-261945

Dear Mr. Jeff Kauten:

This letter is in response to the letter dated
January 11, 2022, from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) addressed
to Hongli Group Inc. (the “Company,” “we,” and “our”). For ease of reference, we have recited the
Commission’s comments in this response and numbered them accordingly. An amended Registration Statement on Form F-1 (the “Registration
Statement”) is being filed to accompany this letter.

Registration Statement on Form F-1

Cover Page

1. Please state on the cover page whether any
transfers, dividends, or distributions have been made to date between the holding company, its subsidiaries, and consolidated VIEs, or
to investors, and quantify the amounts where applicable. Also, where you discuss how cash is transferred through your organization provide
cross-references to the condensed consolidating schedule and the consolidated financial statements.

Response: In response to the Staff’s
comments, we added the disclosure on the cover page of the Registration Statement.

2. Please disclose that your VIE contracts
have not been tested in court.

Response: In response to the Staff’s
comments, we added the disclosure on the cover page of the Registration Statement to state that, as of the date of this prospectus, the
agreements under the Contractual Arrangement have not been tested in any courts in the PRC.

Risk Factors

The shareholders of the VIE may have actual
or potential conflicts of interest with us, which may materially and adversely affect..., page 34

3.  You state here that the VIE shareholders'
interest in the company will be diluted as a result of offering. Please revise to disclose the percentage ownership that your VIE shareholders
will have in the company following the offering and include a discussion of the relationships of the VIE and company's controlling shareholders.

Response: In response to the Staff’s
comments, we revised the disclosure on page 38 of the Registration Statement.

    1

General

4. Please update your financial statements
or file the necessary representations as to why such updates are not necessary as an exhibit to this filing. Refer to Item 8.A.4 of Form
20-F and Instruction 2 thereto.

Response: In response to the Staff’s
comments, we filed the Request for Waiver of Item 8.A.4 of Form 20-F as exhibit 99.6 to the Registration Statement.

5. You state throughout the filing that Hongli
Shangdon expects to finalize the negotiations and enter into a loan agreement with Bank of Weifang by the end of fiscal 2021. Please disclose
the current status of this loan and any impact on your anticipated use of proceeds and liquidity.

Response: In response to the Staff’s
comments, we revised our disclosure on page 31, 64, 85 86, and 108 and F-52 of the Registration Statement.

We appreciate the assistance the Staff has provided
with its comments. If you have any questions, please do not hesitate to call our counsel, Arila Zhou, Esq., of Robinson & Cole LLP,
at (212) 451-2908.

[signature page follows]

    2

Very truly yours,

    By:
    /s/ Jie Liu

    Jie Liu

    Chief Executive Officer

    CC:
    Arila Zhou, Esq.

    Robinson & Cole LLP

[signature page to the SEC response letter]

United States securities and exchange commission logo
January 11, 2022
Jie Liu
Chief Executive Officer
Hongli Group Inc.
Beisanli Street, Economic Development Zone
Changle County, Weifang
Shandong, China 262400
Re:Hongli Group Inc.
Registration Statement on Form F-1
Filed December 30, 2021
File No. 333-261945
Dear Mr. Liu:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form F-1
Cover Page
1.Please state on the cover page whether any transfers, dividends, or distributions have been
made to date between the holding company, its subsidiaries, and consolidated VIEs, or to
investors, and quantify the amounts where applicable.  Also, where you discuss how cash
is transferred through your organization provide cross-references to the condensed
consolidating schedule and the consolidated financial statements.
2.Please disclose that your VIE contracts have not been tested in court.

 FirstName LastNameJie Liu
 Comapany NameHongli Group Inc.
 January 11, 2022 Page 2
 FirstName LastName
Jie Liu
Hongli Group Inc.
January 11, 2022
Page 2
Risk Factors
The shareholders of the VIE may have actual or potential conflicts of interest with us, which may
materially and adversely affect..., page 34
3.You state here that the VIE shareholders' interest in the company will be diluted as a result
of offering.  Please revise to disclose the percentage ownership that your VIE shareholders
will have in the company following the offering and include a discussion of the
relationships of the VIE and company's controlling shareholders.
General
4.Please update your financial statements or file the necessary representations as to why
such updates are not necessary as an exhibit to this filing.  Refer to Item 8.A.4 of Form
20-F and Instruction 2 thereto.
5.You state throughout the filing that Hongli Shangdon expects to finalize the negotiations
and enter into a loan agreement with Bank of Weifang by the end of fiscal 2021.  Please
disclose the current status of this loan and any impact on your anticipated use of proceeds
and liquidity.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact David Edgar, Senior Staff Accountant, at (202) 551-3459 or Kathleen
Collins, Accounting Branch Chief, at (202) 551-3499 if you have questions regarding comments
on the financial statements and related matters. Please contact Jeff Kauten, Staff Attorney,
at(202) 551-3447 or Jan Woo, Legal Branch Chief, at (202) 551-3453 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Arila Zhou, Esq.

CORRESP
1
filename1.htm

Hongli Group Inc.

December 30, 2021

Via Edgar

Mr. Jeff Kauten

Division of Corporation Finance

Office of Trade & Services

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

    Re:
    Hongli Group Inc.

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

    Submitted on September 16, 2021

    CIK No. 0001855557

Dear Mr. Jeff Kauten:

This letter is in response to the letter dated
September 30, 2021, from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
addressed to Hongli Group Inc. (the “Company,” “we,” and “our”). For ease of reference, we have recited
the Commission’s comments in this response and numbered them accordingly. An amended Registration Statement on Form F-1 (the “Registration
Statement”) is being filed to accompany this letter.

Amendment No. 3 to Draft Registration Statement
on Form F-1 submitted September 16, 2021

Prospectus Summary

Summary of Risk Factors, page 11

1. We note your response to prior comment 5.
Please disclose that the Chinese government may intervene or influence your operations at any time and may exert more control over offerings
conducted overseas and/or foreign investment in China-based issuers, which could result in a material change in your operations and/or
the value of your ordinary shares. Also, 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.

Response: In response to the Staff’s
comments, we revised the cover page of the Registration Statement to disclose that the Chinese government may intervene or influence the
operations of our PRC operating entities at any time and may exert more control over offerings conducted overseas and/or foreign investment
in China-based issuers, which could result in a material change in the operations of our PRC operating entities and/or the value of our
ordinary shares. Further, we disclosed on the cover page of the Registration Statement 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 our ability to offer or continue to offer securities to investors and cause the value of such securities to
significantly decline or be worthless.

Quantitative Metrics of the Company and
our VIE, page 14

2. We note your response to prior comment 8.
Please provide in tabular form a condensed consolidating schedule - depicting the cash flows for the parent, the consolidated variable
interest entities, and any eliminating adjustments separately - as of the same dates and for the same periods for which audited consolidated
financial statements are required.

Response: In response to the Staff’s
comments, we added the disclosure of selected consolidated financial data under “Summary Consolidated Financial Data” on page
21 to 23 of the Registration Statement, including “Selected Condensed Consolidated Statements of Income and Comprehensive Income
(Loss),” “Selected Condensed Consolidated Balance Sheets,” and “Selected Condensed Consolidated
Statements of Cash Flows.”

Risk Factors

The Chinese government exerts substantial
influence..., page 33

3. We note your response to prior comment 11.
Please clarify that the Chinese government may intervene or influence your operations at any time. Also, clarify that 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.

Response: In response to the Staff’s
comments, we added the disclosure on page 39 of the Registration Statement under “The Chinese government exerts substantial influence
over the manner in which we must conduct our business activities. We are currently not required to obtain approval from Chinese authorities
to list on U.S. exchanges nor the execution of VIE agreements, however, if our VIE or the holding company were required to obtain approval
and were denied permission from Chinese authorities to list on U.S. exchanges, we will not be able to continue listing on U.S. exchange,
continue to offer securities to investors, or materially affect the interest of the investors and decrease our price of Ordinary Shares”
to state that the PRC government authorities may strengthen oversight and control over offerings that are conducted overseas and/or foreign
investment in China-based issuers like us. It further disclosed that such actions taken by the PRC government authorities may intervene
or influence the operations of our PRC operating entities at any time, which are beyond our control. Therefore, any such action may adversely
affect the operations of our PRC operating entities and significantly limit or hinder our ability to offer or continue to offer securities
to you and cause the value of such securities to significantly decline or be worthless.

Management's Discussion and Analysis of
Financial Condition and Results of Operations

Liquidity and Capital Resources, page 59

4. We note your response to prior comment 15.
As previously requested, please further revise here to include a discussion of any limitations on the holding company's ability to transfer
the proceeds from this offering into the PRC. Also, discuss what impact, if any, these limitations may have on your PRC operating entities'
ability to complete their expansion plan. In this regard, it appears that you intend to use a portion of the proceeds to either repay
the bank loan, if obtained, or to fund the expansion project. Similar revisions should be made to your Prospectus Summary disclosures.

Response: In response to the Staff’s
comments, we made revisions on page 6 and 116 under “Dividend Distributions or Transfers of Cash among the Holding Company, Its
Subsidiaries, and the Consolidated VIE” and on page 73 to 75 under “Liquidity and Capital Resources” of the
Registration Statement to disclose that the proceeds of this offering may be sent back from the holding company to the PRC, and the process
for sending such proceeds back to the PRC may be time-consuming after the closing of this offering. We further disclosed that any foreign
loans procured by our PRC operating entities is required to be registered with China’s State Administration of Foreign Exchange
(“SAFE”) or its local branches or satisfy relevant requirements, and our PRC operating entities may not procure loans which
exceed the difference between their respective total project investment amount and registered capital or 2 times (which may be varied
year by year due to the change of PRC’s national macro-control policy) of the net worth of our PRC subsidiary

Further, we added the disclosure on page 7 and
117 under “Dividend Distributions or Transfers of Cash among the Holding Company, Its Subsidiaries, and the Consolidated VIE”
and on page 74 under “Liquidity and Capital Resources” of the Registration Statement to state that we may be unable
to use these proceeds to complete Hongli Shandong’s expansion plan until Hongli Shandong receives the proceeds of this offering
in the PRC. In addition, we disclosed that in the event we could not or do not in a timely manner send back the proceeds of the offering
to the PRC, Hongli Shandong may fail to meet its payment and other obligations, including its financial covenants and security coverage
requirement, which could lead to defaults under such loan agreements or other agreements in connection with the expansion plan.

    2

Notes to Consolidated Financial Statements

Note 1. Organization and Nature of Operations,
page F-7

5. You state here that in order to comply with
PRC regulations regarding persons and foreign companies investing directly in certain businesses, Hongli Shandong entered into a series
of contractual arrangements with the WFOE in April 2021. However, your revised cover page disclosures state that the business of your
PRC operating entities is not within any sensitive sector for which Chinese law prohibits direct foreign investment in, but rather you
selected a VIE structure to avoid substantial costs and time. Please explain further

these apparent inconsistencies and revise your
disclosures accordingly. Also, ensure that your disclosures throughout clearly address the fact that the company has chosen an organization
structure that has risks and uncertainties that may not otherwise exist if you had direct equity ownership in the operating entity and
clearly explain why you have chosen this structure.

Response: In response to the Staff’s
comments, we revised the disclosure on page F-7 to state that the business of our PRC operating entities is not within any sensitive sector
that PRC law prohibits direct foreign investment in, to avoid the substantial costs and time for regulatory approval to convert our PRC
operating entities into wholly foreign owned entities, Shandong Hongli Special Section Tube Co., Ltd., or Hongli Shandong, entered into
a series of contractual arrangements with Shandong Xiangfeng Heavy Industry Co., Ltd., or Hongli WFOE, which allows Hongli Cayman to consolidate
Hongli Shandong’s operations and financial results in Hongli Cayman’s financial statements.

Further, we added the disclosure on the cover
page, page 3 and 113 of the Registration Statement to state that as we chose such VIE structure, we are subject to certain risks and uncertainties
that may not otherwise exist if we had direct equity ownership in the operating entities. We revised our disclosure on page 2 and 113
of the Registration Statement to state that even though the business of some other China-based operating companies, including Hongli Shandong,
is not within any sensitive sector that Chinese law prohibits direct foreign investment in, some China-based operating companies, as well
as Hongli Shandong, at the discretion of the management, still selected to utilize such VIE structure to list overseas to avoid the substantial
costs and time. If Hongli Shandong had selected to directly list on a U.S. exchange without such contractual arrangements, Hongli Shandong
would be required to obtain certain regulatory approvals in connection with the conversion of our PRC operating entities into wholly foreign
owned entities which would take the Company approximately 3-6 months to complete without certainty when the conversion would be completed
successfully.. As a result, management elected to pursue the VIE structure, at which time that the PRC government did not initiate a series
of regulatory actions and statements to regulate business operations in China including enhancing supervision over the use of variable
interest entities for overseas listing.

We appreciate the assistance the Staff has provided
with its comments. If you have any questions, please do not hesitate to call our counsel, Arila Zhou, Esq., of Hunter Taubman Fischer
& Li LLC, at (212) 530-2232.

Very truly yours,

    By:
    /s/ Jie Liu

    Jie Liu

    Chief Executive Officer

    CC:
    Arila Zhou, Esq.

Hunter Taubman Fischer & Li LLC

3

United States securities and exchange commission logo
September 30, 2021
Jie Liu
Chief Executive Officer
Hongli Group Inc.
Beisanli Street, Economic Development Zone
Changle County, Weifang
Shandong, China 262400
Re:Hongli Group Inc.
Amendment No. 3 to Draft Registration Statement on Form F-1
Submitted September 16, 2021
CIK No. 0001855557
Dear Mr. Liu:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.  Unless otherwise noted, where prior comments are referred to they refer to our letter
dated August 20, 2021.
Amendment No. 3 to Draft Registration Statement on Form F-1 submitted September 16, 2021
Prospectus Summary
Summary of Risk Factors, page 11
1.We note your response to prior comment 5.  Please disclose that the Chinese government
may intervene or influence your operations at any time and may exert more control over
offerings conducted overseas and/or foreign investment in China-based issuers, which
could result in a material change in your operations and/or the value of your ordinary
shares.  Also, 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

 FirstName LastNameJie Liu
 Comapany NameHongli Group Inc.
 September 30, 2021 Page 2
 FirstName LastNameJie Liu
Hongli Group Inc.
September 30, 2021
Page 2
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.
Quantitative Metrics of the Company and our VIE, page 14
2.We note your response to prior comment 8.  Please provide in tabular form a condensed
consolidating schedule - depicting the cash flows for the parent, the consolidated variable
interest entities, and any eliminating adjustments separately - as of the same dates and for
the same periods for which audited consolidated financial statements are required.
Risk Factors
The Chinese government exerts substantial influence..., page 33
3.We note your response to prior comment 11.  Please clarify that the Chinese government
may intervene or influence your operations at any time.  Also, clarify that 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.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Liquidity and Capital Resources, page 59
4.We note your response to prior comment 15.  As previously requested, please further
revise here to include a discussion of any limitations on the holding company's ability to
transfer the proceeds from this offering into the PRC. Also, discuss what impact, if any,
these limitations may have on your PRC operating entities' ability to complete their
expansion plan. In this regard, it appears that you intend to use a portion of the proceeds to
either repay the bank loan, if obtained, or to fund the expansion project.  Similar revisions
should be made to your Prospectus Summary disclosures.
Notes to Consolidated Financial Statements
Note 1. Organization and Nature of Operations, page F-7
5.You state here that in order to comply with PRC regulations regarding persons and foreign
companies investing directly in certain businesses, Hongli Shandong entered into a series
of contractual arrangements with the WFOE in April 2021.  However, your revised cover
page disclosures state that the business of your PRC operating entities is not within any
sensitive sector for which Chinese law prohibits direct foreign investment in, but rather
you selected a VIE structure to avoid substantial costs and time.  Please explain further
these apparent inconsistencies and revise your disclosures accordingly.  Also, ensure that
your disclosures throughout clearly address the fact that the company has chosen an
organization structure that has risks and uncertainties that may not otherwise exist if you
had direct equity ownership in the operating entity and clearly explain why you have

 FirstName LastNameJie Liu
 Comapany NameHongli Group Inc.
 September 30, 2021 Page 3
 FirstName LastName
Jie Liu
Hongli Group Inc.
September 30, 2021
Page 3
chosen this structure.
            You may contact David Edgar, Senior Staff Accountant, at (202) 551-3459 or Kathleen
Collins, Accounting Branch Chief, at (202) 551-3499 if you have questions regarding comments
on the financial statements and related matters. Please contact Jeff Kauten, Staff Attorney, at
(202) 551-3447 or Jan Woo, Legal Branch Chief, at (202) 551-3453 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Arila Zhou, Esq.

United States securities and exchange commission logo
August 20, 2021
Jie Liu
Chief Executive Officer
Hongli Group Inc.
Beisanli Street, Economic Development Zone
Changle County, Weifang
Shandong, China 262400
Re:Hongli Group Inc.
Amendment No. 2 to Draft Registration Statement on Form F-1
Submitted August 9, 2021
CIK No. 0001855557
Dear Mr. Liu:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.  Unless otherwise noted, where prior comments are referred to they refer to our letter
dated July 8, 2021.
Amendment No. 2 to Draft Registration Statement on Form F-1
Cover Page
1.Please disclose prominently on the prospectus cover page that you are not a Chinese
operating company but a Cayman Islands holding company with operations conducted by
your subsidiaries and through contractual arrangements with a variable interest entity
(VIE) based in China and that this structure involves unique risks to investors.  Explain
whether the VIE structure is used to replicate foreign investment in Chinese-based
companies where Chinese law prohibits direct foreign investment in the operating
companies, and disclose that investors may never directly hold equity interests in the

 FirstName LastNameJie Liu
 Comapany NameHongli Group Inc.
 August 20, 2021 Page 2
 FirstName LastName
Jie Liu
Hongli Group Inc.
August 20, 2021
Page 2
Chinese operating company.  Your disclosure should acknowledge that Chinese regulatory
authorities could disallow this structure, which would likely result in a material change in
your operations and/or value of your ordinary shares, including that it could cause the
value of such securities to significantly decline or become worthless. Provide a cross-
reference to your detailed discussion of risks facing the company and the offering as a
result of this structure.
2.Provide prominent disclosure about the legal and operational risks associated with being
based in or having the majority of the company’s operations in China.  Your disclosure
should make clear whether these risks could result in a material change in your operations
and/or the value of your ordinary shares or could significantly limit or completely hinder
your ability to offer or continue to offer securities to investors and cause the value of such
securities to significantly decline or be worthless.  Your disclosure should address how
recent statements and regulatory actions by China’s government, such as those related to
the use of variable interest entities and data security or anti-monopoly concerns, has or
may impact the company’s ability to conduct its business, accept foreign investments, or
list on an U.S. or other foreign exchange. Your prospectus summary should address, but
not necessarily be limited to, the risks highlighted on the prospectus cover page.
3.Clearly disclose how you will refer to the holding company, subsidiaries, and VIEs when
providing the disclosure throughout the document so that it is clear to investors which
entity the disclosure is referencing and which subsidiaries or entities are conducting the
business operations.  Refrain from using terms such as “we” or “our” when describing
activities or functions of a VIE. Disclose clearly the entity (including the domicile) in
which investors are purchasing their interest.
Prospectus Summary, page 1
4.Disclose clearly that the company uses a structure that involves a VIE based in China and
what that entails and provide early in the summary a diagram of the company’s corporate
structure, including who the equity ownership interests are of each entity.  Describe all
contracts and arrangements through which you purport to obtain economic rights and
exercise control that results in consolidation of the VIE’s operations and financial results
into your financial statements.  Identify clearly the entity in which investors are
purchasing their interest and the entity(ies) in which the company’s operations are
conducted.  Describe the relevant contractual agreements between the entities and how
this type of corporate structure may affect investors and the value of their investment,
including how and why the contractual arrangements may be less effective than direct
ownership and that the company may incur substantial costs to enforce the terms of the
arrangements.  Disclose the uncertainties regarding the status of the rights of the Cayman
Islands holding company with respect to its contractual arrangements with the VIE, its
founders and owners, and the challenges the company may face enforcing these
contractual agreements due to uncertainties under Chinese law and jurisdictional limits.

 FirstName LastNameJie Liu
 Comapany NameHongli Group Inc.
 August 20, 2021 Page 3
 FirstName LastName
Jie Liu
Hongli Group Inc.
August 20, 2021
Page 3
5.In your summary of risk factors, disclose the risks that your corporate structure and being
based in or having the majority of the company’s operations in China poses to investors.
In particular, describe the significant regulatory, liquidity, and enforcement risks with
cross-references to the more detailed discussion of these risks in the prospectus.  For
example, specifically discuss risks arising from the legal system in China, including risks
and uncertainties regarding the enforcement of laws and that rules and regulations in
China can change quickly with little advance notice; and the risk that the Chinese
government may intervene or influence your operations at any time, or may exert more
control over offerings conducted overseas and/or foreign investment in China-based
issuers, which could result in a material change in your operations and/or the value of
your ordinary shares.  Acknowledge any risks that any actions by the Chinese government
to exert more oversight and control over offerings that are conducted overseas and/or
foreign investment in China-based issuers could significantly limit or completely hinder
your ability to offer or continue to offer securities to investors and cause the value of such
securities to significantly decline or be worthless.
6.Disclose each permission that you, your subsidiaries or your VIEs are required to obtain
from Chinese authorities to operate and issue these securities to foreign investors.  State
whether you, your subsidiaries, or VIEs are covered by permissions requirements from the
CSRC, CAC or any other entity that is required to approve of the VIE’s operations, and
state affirmatively whether you have received all requisite permissions and whether any
permissions have been denied.
7.Provide a clear description of how cash is transferred through your organization.  Disclose
your intentions to distribute earnings or settle amounts owed under the VIE agreements.
Quantify any cash flows and transfers of other assets by type that have occurred between
the holding company, its subsidiaries, and consolidated VIEs, and direction of transfer.
Quantify any dividends or distributions that a subsidiary or consolidated VIE have made
to the holding company and which entity made such transfer, and their tax consequences.
Similarly quantify dividends or distributions made to U.S. investors, the source, and their
tax consequences.  Describe any restrictions on foreign exchange and your ability to
transfer cash between entities, across borders, and to U.S. investors.  Describe any
restrictions and limitations on your ability to distribute earnings from your businesses,
including subsidiaries and/or consolidated VIEs, to the parent company and U.S. investors
as well as the ability to settle amounts owed under the VIE agreements.
8.We note that the consolidated VIEs constitute a material part of your consolidated
financial statements.  Please provide in tabular form condensed consolidating schedule  -
depicting the financial position, cash flows and results of operations for the parent, the
consolidated variable interest entities, and any eliminating adjustments separately - as of
the same dates and for the same periods for which audited consolidated financial
statements are required.  Highlight the financial statement information related to the
variable interest entity and parent, so an investor may evaluate the nature of assets held
by, and the operations of, entities apart from the variable interest entity, which includes

 FirstName LastNameJie Liu
 Comapany NameHongli Group Inc.
 August 20, 2021 Page 4
 FirstName LastNameJie Liu
Hongli Group Inc.
August 20, 2021
Page 4
the cash held and transferred among entities.
9.Disclose that trading in your securities may be prohibited under the Holding Foreign
Companies Accountable Act if the PCAOB determines that it cannot inspect or fully
investigate your auditor, and that as a result an exchange may determine to delist your
securities.  If the PCAOB has been or is currently unable to inspect your auditor, revise
your disclosure to so state.
Risk Factors, page 14
10.Revise your risk factors to acknowledge that if the PRC government determines that the
contractual arrangements constituting part of your VIE structure do not comply with PRC
regulations, or if these regulations change or are interpreted differently in the future, your
shares may decline in value or become worthless if you are unable to assert your
contractual control rights over the assets of your PRC subsidiaries that conduct all or
substantially all of your operations.
11.Given the Chinese government’s significant oversight and discretion over the conduct of
your business, please revise to separately highlight the risk that the Chinese government
may intervene or influence your operations at any time, which could result in a material
change in your operations and/or the value of your ordinary shares.  Also, given recent
statements by the Chinese government indicating an intent to exert more oversight and
control over offerings that are conducted overseas and/or foreign investment in China-
based issuers, acknowledge the risk that any such action could significantly limit or
completely hinder your ability to offer or continue to offer securities to investors and
cause the value of such securities to significantly decline or be worthless.
12.In light of recent events indicating greater oversight by the Cyberspace Administration of
China over data security, particularly for companies seeking to list on a foreign exchange,
please revise your disclosure to explain how this oversight impacts your business and your
offering and to what extent you believe that you are compliant with the regulations or
policies that have been issued by the CAC to date.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Factors Affecting Our Results of Operations, page 43
13.We note from your revised disclosures in response to prior comments 15 that fluctuations
in the price of steel is one a key factors affecting your financial condition and results of
operations.  While you state that the price of your raw materials have been relatively
stable during the periods presented, please tell us how the recent, significant increase in
steel prices during fiscal 2021 might impact your financial condition and results of
operations.   As necessary, revise to include a discussion of any known trends or
uncertainties related to such pricing that you reasonably expect will have a
material impact on your results of operations and/or liquidity in the near term.  Refer to
Item 303 of Regulation S-K.

 FirstName LastNameJie Liu
 Comapany NameHongli Group Inc.
 August 20, 2021 Page 5
 FirstName LastName
Jie Liu
Hongli Group Inc.
August 20, 2021
Page 5
Results of Operations, page 45
14.We note your response to prior comment 16.  Please provide us with a reconciliation of
the individual amounts provided in your revised discussion of sales and marketing,
general and administrative, and research and development expenses to the total selling,
general and administrative expenses as disclosed in the audited financial statements. As it
appears there may be additional selling, general and administrative expenses that are not
included in your results of operations discussion, please revise to clarify what such
amounts represent and include a discussion of the reason for any significant fluctuations.
Liquidity and Capital Resources, page 48
15.We note your revised disclosures in response to prior comment 19.  Please further revise
here to include a discussion of any restrictions on the PRC entities' ability to dividend
money to the holding company as well as any limitations on the holding company's ability
to transfer the proceeds from this offering into the PRC.
16.You state that substantially all of your cash and cash equivalents were held by the
company in the PRC.  Please revise to clarify, if true, that substantially all your cash and
cash equivalents are held by your VIE, Hongli Shandong.  Also, revise to discuss any
terms of the VIE agreement that may restrict the transfer of funds between the VIE and
the WFOE.
17.We note your response to prior comment 20.  Notwithstanding your disclosures elsewhere
in the filing, please revise here to include a quantified discussion of the purchase
commitment associated with your Expansion Plan along with a discussion of how you
intend to finance this obligation and the current status of any loan negotiations with the
Bank of Weifang.  Also, ensure that you include a discussion regarding the payment terms
agreed to with Yingxuan in the January 2021 letter of intent.
Note 12 - Income Taxes, page F-20
18.Please explain further your response to prior comment 28 where you state that you are not
subject to a tax provision in South Korea because you have no presence and do not
conduct business in South Korea.  In this regard, we note that in 2019 you opened a sales
office in South Korea for business development purposes and that you export a broad
range of product to South Korea.  Further, you state that 30% of your revenue was
generated from South Korea.

 FirstName LastNameJie Liu
 Comapany NameHongli Group Inc.
 August 20, 2021 Page 6
 FirstName LastName
Jie Liu
Hongli Group Inc.
August 20, 2021
Page 6
            You may contact David Edgar, Senior Staff Accountant, at (202) 551-3459 or Kathleen
Collins, Accounting Branch Chief, at (202) 551-3499 if you have questions regarding comments
on the financial statements and related matters. Please contact Jeff Kauten, Staff Attorney,
at (202) 551-3447 or Jan Woo, Legal Branch Chief, at (202) 551-3453 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Arila Zhou, Esq.

United States securities and exchange commission logo
July 8, 2021
Jie Liu
Chief Executive Officer
Hongli Group Inc.
Beisanli Street, Economic Development Zone
Changle County, Weifang
Shandong, China 262400
Re:Hongli Group Inc.
Amendment No. 1 to Draft Registration Statement on Form F-1
Submitted June 11, 2021
CIK No. 0001855557
Dear Mr. Liu:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 1 to Draft Registration Statement on Form F-1 Submitted on June 11, 2021
Cover Page
1.Your disclosure that you have received approval from Nasdaq to have your ordinary
shares listed on the Nasdaq Capital Market is inconsistent with your disclosure elsewhere
in the filing that you intend to apply to list your ordinary shares on the Nasdaq Capital
Market.  Please advise or revise.
2.Please identify Mr. Jie Liu, your chief executive officer and Chairman of the Board, as the
shareholder who will control substantially all of the voting power.

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 Comapany NameHongli Group Inc.
 July 8, 2021 Page 2
 FirstName LastName
Jie Liu
Hongli Group Inc.
July 8, 2021
Page 2
Prospectus Summary
Our Company, page 1
3.Please disclose the source of your statement that you are a leading cold roll formed steel
profile manufacturer in China.  Discuss the measure by which you are
a leading manufacturer.  For example, disclose whether you lead by market share, sales,
revenues, etc.
Our Competitive Strengths, page 3
4.Please disclose that LOVOL, South Korean VOLVO and SDLG accounted for 79%
and 80% of sales for the fiscal years ended December 31, 2020 and 2019, respectively.
Also, we note your statement that you supply "some of the world’s leading original
equipment manufacturers, such as XCMG, Caterpillar Inc."  Please explain the
signficance of highlighting XCMG and Caterpillar in your filing and clarify whether you
have material relationship or derive a material portion of your revenue from these
customers.
Market Opportunities and Competition, page 4
5.Please disclose the source of your statements in this section regarding the market for cold
roll formed steel in China.
Our Corporate Structure, page 10
6.Please revise your organization chart, both here and on page 72, to address the following:
•Disclose the percentage ownership of public shareholders and individual affiliate
owners following the offering;
•Disclose the individual owners in Hongli Shandong along with their percentage
ownership in the VIE and any related-party interests with the company; and
•Parenthetically within the chart, provide the abbreviated names for each entity as
referenced throughout the filing.
Emerging Growth Company Status, page 11
7.You state that you have elected to take advantage of the extended transition period for
complying with new or revised accounting standards pursuant to Section 107 of the JOBS
Act. Your disclosures indicate that such election is irrevocable; however, the election to
take advantage of the extended transition period is not irrevocable. Please clarify your
intent and revise your disclosures as necessary. To the extent you intend to take advantage
of this provision, revise to include risk factor disclosures indicating that as a result of such
election, your financial statements may not be comparable to companies that comply with
public company effective dates.

 FirstName LastNameJie Liu
 Comapany NameHongli Group Inc.
 July 8, 2021 Page 3
 FirstName LastName
Jie Liu
Hongli Group Inc.
July 8, 2021
Page 3
Risk Factors, page 14
8.Please add a risk factor that discusses your current indebtedness and disclose whether your
bank loans are secured by substantially all of your assets.
9.We note that you are an emerging growth company. Please add a risk factor that discusses
the reduced disclosure requirements applicable to emerging growth companies.
Any decline in the availability or increase in the cost of raw materials..., page 15
10.Please clarify that you purchased 44% and 62% of your raw materials from Shanghai
Wanhe Supply Chain Management Co., Ltd. for the years ended December 31, 2019 and
2020, respectively.  Describe the material terms of your agreement with this supplier
including the term and any material termination provisions.
The loss of any of our key customers could reduce our revenues and our profitability..., page 16
11.You state here that your 3 major customers have been with you for more than three years.
Please reconcile this statement with your disclosures on page 64 where you refer to
relationships with these customers for much longer terms and revise your disclosures as
necessary.
12.Please briefly describe the material terms of your agreements with LOVOL, South Korean
VOLVO and SDLG including the term and any material termination provisions.  Also, file
the agreements with LOVOL and South Korean VOLVO as exhibits to your registration
statement.  Refer to Item 601(b)(10)(ii)(B) of Regulation S-K.
Risks Related to Doing Business in China, page 24
13.Please expand your risk factor disclosures to address the following:
•The impact of the Holding Foreign Companies Accountable Act enacted in December
2020 and the SEC's interim final rules adopted in March 2021 on your ability to list
your securities on a U.S. national exchange, and
•The potential conflicts of interests that may arise between U.S. and VIE shareholders
due to the fact that your VIE shareholder's also have ownership interests,
management positions or board seats in the company.
Use of Proceeds, page 34
14.We note that you intend to use a portion of the proceeds of the offering to repay your bank
loan.  Please disclose interest rate and maturity of such indebtedness.  Refer to Item 3.C.4.
of Form 20-F.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Factors Affecting Our Results of Operations , page 39
15.Please tell us and revise to disclose any key performance indicators that you use to

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 Comapany NameHongli Group Inc.
 July 8, 2021 Page 4
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Hongli Group Inc.
July 8, 2021
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manage your business along with an explanation for any significant variance in such
measures between periods. Refer to SEC Release No. 33-10751.
Results of Operations
For the Years Ended December 31, 2020 and 2019, page 40
16.You state that the increase in revenue for fiscal 2020 was primarily due to increased
demand for your products as well from fiscal 2019 orders that were delivered in 2020.
Please revise to quantify the relative significance for each of these factors.  Also, tell us
whether you have a similar backlog of orders in fiscal 2020 that will be delivered in fiscal
2021 and if not, explain whether this a potential negative trend that should be discussed.
Lastly, clarify the extent to which your revenues were impacted by changing prices and to
the extent material, revise your disclosures as necessary.  Refer to Item 303(a)(3) of
Regulation S-K and Section III.D of SEC Release No. 33-6835.
17.Please revise here to separately disclose the sales and marketing expense for each period
presented as you provide on page F-13.  Also, include a discussion of the factors that
contributed to the change in both R&D and sales and marketing expenses separate from
your discussion of total SG&A expenses.  To the extent more than one factor contributed
to the change in such expenses, please ensure that you appropriately quantify the impact
of each such factor.
Liquidity and Capital Resources, page 43
18.Please revise to disclose the minimum period of time that you will be able to conduct
planned operations using only currently available capital resources without regard to any
potential financing. Refer to Item 303(a)(1) of Regulation S-K and FRC Section 501.03.a.
19.Please revise here to disclose any restrictions on foreign exchange and your ability to
transfer cash between entities, across borders and to U.S. investors.
Our Business
Expansion Plan, page 65
20.Please explain further the following as it relates to your Expansion Plan:
•Clarify whether the letter of intent entered into in November 2020 includes the
purchase of new production facilities.  If not, to the extent you have committed to
purchase such facilities, revise to include a quantified discussion of such
commitment.
•Revise to include a discussion regarding your commitment to purchase the industrial
park assets in Changle County, Weifang City in the notes to your financial
statements.  Refer to ASC 440-10-50-1(f).
•Similarly, include a discussion of this commitment in your liquidity section along
with a discussion of how you intend to finance this obligation.
•Tell us the current status of any loan negotiations to fund the Expansion Plan and to
the extent you have obtained such financing, ensure you disclose this information in

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 July 8, 2021 Page 5
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Hongli Group Inc.
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your liquidity discussion and subsequent events footnote.  Refer to ASC 855-10-50-2.
Business
Intellectual Property, page 70
21.Please disclose the expiration date for each of your utility patents.
Contractual Arrangements, page 74
22.Please disclose that East & Concord Partners has opined that the ownership structures of
your VIE and your WFOE in China, both currently and immediately after giving effect to
this offering, are not in violation of applicable PRC laws and regulations currently in
effect; and the contractual arrangements between your WFOE, your VIE and its
shareholders governed by PRC law are valid, binding and enforceable, and will not result
in any violation of applicable PRC laws and regulations currently in effect.
Principal Shareholders, page 91
23.Please disclose the portion of each class of securities held by record holders in the United
States and the number of record holders in the United States.  Refer to Item 7.A.2 of Form
20-F.
Underwriter's Warrants, page 118
24.Please disclose the material terms of the warrants to be issued to the underwriter including
the exercise price and the number shares underlying each warrant.  Also, clarify whether
the Class A shares underlying the warrants will have different terms than your ordinary
shares.
Underwriting
Lock-up Agreements, page 118
25.Please disclose the exceptions to the lock-up agreements with your officers, directors and
principal stockholders.
Notes to the Consolidated Financial Statements
Note 1 - Organization and Nature of Operations, page F-7
26.Please expand your disclosures regarding the nature, purpose, size and activities of your
VIEs.  Also revise to include a description of the recognized and unrecognized revenue-
producing assets held by your VIEs. These assets may include licenses, trademarks, other
intellectual property, facilities or an assembled workforce.  Refer to ASC 810-10-50-5A.d.
Note 2 - Significant Accounting Policies
Revenue Recognition, page F-12
27.Please revise to disclose the amount of remaining performance obligations that are

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 Comapany NameHongli Group Inc.
 July 8, 2021 Page 6
 FirstName LastName
Jie Liu
Hongli Group Inc.
July 8, 2021
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unsatisfied as of the end of the reporting period.  Also, include an explanation of when
you expect to recognize revenue associated with such remaining performance obligations.
Refer to ASC 606-10-50-13.
Note 12 - Income Taxes, page F-19
28.You disclose that 30% of your revenue in 2020 was derived in South Korea. Please tell us
whether you are subject to income taxes in South Korea and if so, revise your disclosures
accordingly.
29.You disclose that deferred tax assets and liabilities are determined based on the difference
between the financial reporting and tax bases of assets and liabilities using enacted tax
rates that will be in effect in the period in which the differences are expected to reverse.
Please tell us whether you have any deferred tax assets and/or liabilities and if so, revise to
provide the disclosures required under ASC 740-10-50-2.
General
30.Please supplementally provide us with copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf,
present to potential investors in reliance on Section 5(d) of the Securities Act, whether or
not they retain copies of the communications.
            You may contact David Edgar, Senior Staff Accountant, at (202) 551-3459 or Kathleen
Collins, Accounting Branch Chief, at (202) 551-3499 if you have questions regarding comments
on the financial statements and related matters.  Please contact Jeff Kauten, Staff Attorney, at
(202) 551-3447 or Jan Woo, Legal Branch Chief, at (202) 551-3453 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Arila Zhou, Esq.