SecProbe.io

CORRESP
 1
 filename1.htm

 June 26, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Re: HW Electro Co., Ltd.

 Registration Statement on Form F-1, as
amended

 File No. 333-287112

 Request for Acceleration of Effective Date

 Ladies and Gentlemen:

 Pursuant to Rule 461 of the General Rules and
Regulations under the Securities Act of 1933, as amended (the " Securities Act "), WestPark Capital, Inc. and American
Trust Investment Services, as the representatives of the several underwriters, hereby join in the request of HW Electro Co., Ltd. for
acceleration of the effective date of the above-referenced registration statement on Form F-1, as amended (the " Registration
Statement "), so that it becomes effective as of 4:00 p.m. Eastern Time on Monday, June 30, 2025, or as soon thereafter
as possible.

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

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

 [Signature Page to Follow]

 Very truly yours,

 WESTPARK CAPITAL INC

 on behalf of itself and as a representative of the Underwriters

 By:
 /s/ Richard Rappaport

 Name:
 Richard Rappaport

 Title:
 Chief Executive Officer

 AMERICAN TRUST INVESTMENT SERVICES

 on behalf of itself and as a representative of the Underwriters

 By:
 /s/ Kristopher Kessler

 Name:
 Kristopher Kessler

 Title:
 Managing Partner

 [Signature Page to Underwriter's
Acceleration Request]

CORRESP
 1
 filename1.htm

 HW Electro Co., Ltd.

 June 26, 2025

 Via Edgar

 Division of Corporation Finance

 Office of Manufacturing

 U.S. Securities and Exchange Commission

 100 F Street, NE

 Washington, D.C., 20549

 Attention:
 Kevin Woody

 SiSi Cheng

 Asia Timmons-Pierce

 Evan Ewing

 Re:
 HW Electro Co., Ltd.

 Registration Statement on Form F-1, as amended

 Initially Filed on May 9, 2025

 File No. 333-287112

 Ladies and Gentlemen:

 In accordance with Rule 461
of the General Rules and Regulations under the Securities Act of 1933, as amended, HW Electro Co., Ltd. hereby requests that the
effectiveness of the above-referenced Registration Statement on Form F-1, as amended (the "Registration Statement"),
be accelerated to and that the Registration Statement become effective at 4:00 p.m., Eastern Time, on June 30, 2025, or as soon thereafter
as practicable.

 Very truly yours,

 HW Electro Co., Ltd.

 By:
 /s/ Weicheng Hsiao

 Name:
 Weicheng Hsiao

 Title:
 Representative Director and Chief Executive Officer

CORRESP
 1
 filename1.htm

 HW Electro Co., Ltd.

 June 2, 2025

 Via EDGAR

 Division of Corporation Finance

 Office of Manufacturing

 U.S. Securities and Exchange Commission

 100 F Street, NE

 Washington, D.C., 20549

 Attention:

 Kevin Woody
 SiSi Cheng

 Asia Timmons-Pierce
 Evan Ewing

 Re:
 HW Electro Co., Ltd.

 Registration Statement on Form F-1

 Filed May 9, 2025

 File No. 333-287112
 CIK No. 0001980262

 Ladies and Gentlemen:

 This letter is in response to the letter dated
May 16, 2025, from the staff (the "Staff") of the U.S. Securities and Exchange Commission (the "Commission") addressed
to HW Electro Co., Ltd. (the "Company," "we," and "our"). For ease of reference, we have recited the
Commission's comments in this response and numbered them accordingly. An amendment No. 1 to the Registration Statement on Form F-1
("Amendment No. 1") is being filed to accompany this letter.

 Registration Statement on Form F-1 filed
May 9, 2025

 Capitalization, page 39

 1. It does not appear the non-current portion
of your loans payable to third party is included in your capitalization table. Please revise or advise.

 In response to the Staff's comments, we
revised our disclosure on page 39 of Amendment No. 1 to include the non-current portion of our loans payable to third party in our capitalization
table.

 Dilution, page 41

 2. Please explain to us how the short-term
loan obtained after September 2024 increased your pro forma net tangible book value. In this regard, we note that net tangible book value
is calculated as total tangible assets less total liabilities. In addition, please tell us how you considered excluding deferred offering
costs from the historical, pro forma and pro forma as adjusted net tangible book value amounts.

 In response to the Staff's comments, we
revised our disclosure from pages 39 to page 42 of Amendment No. 1 to exclude short-term loan obtained after September 2024 from pro forma
and pro forma as adjusted net tangible book value amounts and the deferred offering costs from the historical, pro forma and pro forma
as adjusted net tangible book value amounts.

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

 Results of Operations, page 47

 3. Please revise to provide a more comprehensive
discussion and analysis of the factors that impacted your results between comparative periods for all periods presented, including a discussion
of any known trends or uncertainties that are reasonably expected to impact near and long-term results. Refer to Item 303(b)(2) of Regulation
S-K and Commission Release No. 33-8350.

 In response to the Staff's comments,
we revised our disclosure from pages 44 to 50 of Amendment No. 1 to provide a more comprehensive discussion and analysis of the
factors that impacted our results between comparative periods for all periods presented, including a discussion of any known trends
or uncertainties that are reasonably expected to impact our near and long-term results.

 Cash Flows

 Cash Flow from Operating Activities, page
55

 4. Your net cash used in operating activities
appears to have decreased by $11.5 million during fiscal year 2024 as opposed to $1.1 million as you disclosed on page 55. Please advise
or revise.

 In response to the Staff's comments, we
revised our disclosure on page 56 of Amendment No. 1 to revise the number from $1.1 million to $11.5 million.

 General

 5. Please revise Exhibit 5.1 to cover the shares
that may be sold pursuant to the over-allotment option.

 In response to the Staff's comments, we
revised Exhibit 5.1 to cover the shares that may be sold pursuant to the over-allotment option.

 2

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

 Very truly yours,

 /s/ Weicheng Hsiao

 Name:
 Weicheng Hsiao

 Title:
 Chief Executive Officer

 cc:
 Ying Li, Esq.

 Hunter Taubman Fischer & Li LLC

 3

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 16, 2025

Weicheng Hsiao
Chief Executive Officer
HW Electro Co., Ltd.
301, Aomi 2-chome 7-4 the
SOHO, Koto-ku, Tokyo
135-0064 Japan

 Re: HW Electro Co., Ltd.
 Registration Statement on Form F-1
 Filed May 9, 2025
 File No. 333-287112
Dear Weicheng Hsiao:

 We have reviewed your registration statement and have the following
comment(s).

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments.

Registration Statement on Form F-1 filed May 9, 2025
Capitalization, page 39

1. It does not appear the non-current portion of your loans payable to
third party is
 included in your capitalization table. Please revise or advise.
Dilution, page 41

2. Please explain to us how the short-term loan obtained after September
2024 increased
 your pro forma net tangible book value. In this regard, we note that net
tangible book
 value is calculated as total tangible assets less total liabilities. In
addition, please tell
 us how you considered excluding deferred offering costs from the
historical, pro
 forma and pro forma as adjusted net tangible book value amounts.
 May 16, 2025
Page 2

Management's Discussion and Analysis of Financial Condition and Results of
Operations
Results of Operations, page 47

3. Please revise to provide a more comprehensive discussion and analysis of
the factors
 that impacted your results between comparative periods for all periods
presented,
 including a discussion of any known trends or uncertainties that are
reasonably
 expected to impact near and long-term results. Refer to Item 303(b)(2)
of Regulation
 S-K and Commission Release No. 33-8350.
Cash Flows
Cash Flow from Operating Activities, page 55

4. Your net cash used in operating activities appears to have decreased by
$11.5 million
 during fiscal year 2024 as opposed to $1.1 million as you disclosed on
page 55. Please
 advise or revise.

General

5. Please revise Exhibit 5.1 to cover the shares that may be sold pursuant
to the over-
 allotment option.
 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

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

 Please contact SiSi Cheng at 202-551-5004 or Kevin Woody at 202-551-3629
if you
have questions regarding comments on the financial statements and related
matters. Please
contact Evan Ewing at 202-551-5920 or Asia Timmons-Pierce at 202-551-3754 with
any
other questions.

 Sincerely,

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

CORRESP
1
filename1.htm

HW Electro Co.,
Ltd.

December 30, 2024

Via EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street, N.E.

Washington, DC 20549

    Attention:
    SiSi Cheng

    Andrew Blume

    Evan Ewing

    Asia Timmons-Pierce

Re: HW
Electro Co., Ltd.

  Registration Statement on Form F-1, as
                                            Amended

  Initially Filed on April 29, 2024

  File No. 333-278974

Ladies and Gentlemen:

In accordance with Rule 461
of the General Rules and Regulations under the Securities Act of 1933, as amended, HW Electro Co., Ltd. hereby requests that the
effectiveness of the above-referenced Registration Statement on Form F-1, as amended, be accelerated to and that the Registration
Statement become effective at 4:00 p.m., Eastern Time, on December 31, 2024, or as soon thereafter as practicable.

    Very truly yours,

    HW Electro Co., Ltd.

    By:
    /s/ Weicheng Hsiao

    Name:
    Weicheng Hsiao

    Title:
    Chief Executive Officer

CORRESP
1
filename1.htm

December 30, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 Re: HW Electro Co., Ltd.

Registration Statement on Form F-1, as
amended

File No. 333-278974

Request for Acceleration of Effective Date

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and
Regulations under the Securities Act of 1933, as amended (the “Securities Act”), AC Sunshine Securities LLC, as the
representative of several underwriters, hereby join in the request of HW Electro Co., Ltd. for acceleration of the effective date of the
above-referenced registration statement on Form F-1, as amended (the “Registration Statement”), so that it becomes
effective as of 4:00 p.m. Eastern Time on Tuesday, December 31, 2024, or as soon thereafter as possible.

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

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

[Signature Page to Follow]

    Very truly yours,

    AC SUNSHINE SECURITIES LLC

    on behalf of itself and as representative of the Underwriters

    By:
    /s/ Dr. Ying Cui

    Name:
    Dr. Ying Cui

    Title:
    Chief Executive Officer

[Signature Page to Underwriter’s
Acceleration Request]

CORRESP
1
filename1.htm

HW Electro Co., Ltd.

December 23, 2024

Via EDGAR

Division of Corporation Finance

Office of Manufacturing

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

    Attention:

    Andrew Blume

    SiSi Cheng

    Asia Timmons-Pierce

    Evan Ewing

    Re:
    HW Electro Co., Ltd.

    Registration Statement on Form F-1

    Filed December 10, 2024

    File No. 333-278974

    CIK No. 0001980262

Ladies and Gentlemen:

This letter is in response to the letter dated
December 20, 2024, from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”)
addressed to HW Electro Co., Ltd. (the “Company,” “we,” and “our”). For ease of reference, we have
recited the Commission’s comments in this response and numbered them accordingly. An amendment No. 3 to the Registration Statement
on Form F-1 (“Amendment No. 3”) is being filed to accompany this letter.

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

Cover Page

1. We note your disclosure on page 26 that
"[w]e anticipate that our directors and executive officers will together beneficially own approximately 54.6% of our Ordinary Shares
issued and outstanding after the completion of this offering, excluding shares issuable upon exercise of unexercised options," however,
your principal shareholders table on page 98 states that the amount of beneficially owned ordinary shares after the offering by the directors
and senior management as a group will be 41.6%. Please revise or clarify. If true, please also revise the cover page to disclose that
the company will be a controlled by the directors and executive officers post-offering, identify the controlling stockholder(s) and such
stockholders’ total voting power, and include appropriate risk factor disclosure.

In response to the Staff’s comments,
we respectfully advise the Staff that our directors and executive officers will together beneficially own approximately 41.6% of our
ordinary shares issued and outstanding after the completion of this offering, excluding shares issuable upon exercise of unexercised
options. We revised our disclosure on page 26 of the Amendment No. 3 to amend the percentage of shares owned by our directors and executive officers after the completion of this offering.

Compensation, page 96

2. Please update your compensation disclosure
to reflect the fiscal year ended September 30, 2024.

In response to the Staff’s comments, we
revised our disclosure on page 97 of the Amendment No. 3 to update our compensation disclosure to reflect the fiscal year ended September
30, 2024.

Related Party Transactions, page 100

3. Please revise your disclosure in this section
to provide information up to a more recent date as required by Item 7.B of Form 20-F.

In response to the Staff’s comments, we
revised our disclosure from pages 100 to 103 of the Amendment No. 3 to provide information up to a more recent date as required by Item
7.B of Form 20-F.

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

Very truly yours,

    /s/ Weicheng Hsiao

    Name:
    Weicheng Hsiao

    Title:
    Chief Executive Officer

    cc:
    Ying Li, Esq.

    Hunter Taubman Fischer & Li LLC

December 20, 2024
Weicheng Hsiao
Chief Executive Officer
HW Electro Co., Ltd.
301, Aomi 2-chome 7-4 the
SOHO, Koto-ku, Tokyo
135-0064 Japan
Re:HW Electro Co., Ltd.
Amendment No. 2 to Registration Statement on Form F-1
Filed December 10, 2024
File No. 333-278974
Dear Weicheng Hsiao:
            We have reviewed your amended registration statement and have the following
comment(s).
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Amendment No. 2 to Registration Statement on Form F-1
Cover Page
1.We note your disclosure on page 26 that "[w]e anticipate that our directors and
executive officers will together beneficially own approximately 54.6% of our
Ordinary Shares issued and outstanding after the completion of this offering,
excluding shares issuable upon exercise of unexercised options," however, your
principal shareholders table on page 98 states that the amount of beneficially owned
ordinary shares after the offering by the directors and senior management as a group
will be 41.6%. Please revise or clarify. If true, please also revise the cover page
to disclose that the company will be a controlled by the directors and executive
officers post-offering, identify the controlling stockholder(s) and such stockholders’
total voting power, and include appropriate risk factor disclosure.

December 20, 2024
Page 2
Compensation, page 96
2.Please update your compensation disclosure to reflect the fiscal year ended September
30, 2024.
Related Party Transactions, page 100
3.Please revise your disclosure in this section to provide information up to a more recent
date as required by Item 7.B of Form 20-F.
            Please contact SiSi Cheng at 202-551-5004 or Andrew Blume at 202-551-3254 if you
have questions regarding comments on the financial statements and related matters. Please
contact Evan Ewing at 202-551-5920 or Asia Timmons-Pierce at 202-551-3754 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

HW Electro Co., Ltd.

August 2, 2024

Via EDGAR

Division of Corporation Finance

Office of Manufacturing

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

    Attention:

    Andrew Blume

    SiSi Cheng

    Asia Timmons-Pierce

    Evan Ewing

    Re:
    HW Electro Co., Ltd.

    Registration Statement on Form F-1

    Filed April 29, 2024

    File No. 333-278974

Ladies and Gentlemen:

This letter is in response to the letter dated
May 15, 2024, from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) addressed
to HW Electro Co., Ltd. (the “Company,” “we,” and “our”). For ease of reference, we have recited the
Commission’s comments in this response and numbered them accordingly. An amendment to the Registration Statement on Form F-1 (“Amendment
No. 1”) is being filed to accompany this letter.

Registration Statement on Form F-1

Use of Proceeds, page 38

1. We note the following disclosures on pages
65, F-23 and F-34:

 ● We subsequently repaid $66,921 in October
2023 and the balance of $133,842 due to the shareholder is payable upon the consummation of the initial public offering.

 ● As of September 30, 2023, the Company has
a refund liability-current of $278,752, which represents the amount of consideration that the Company was not entitled to as a result
of sales returned by a customer in January 2024 and the amount will be refunded to the customer upon the consummation of the IPO.

 ● The Company has rescheduled the repayment
date of the loan of $3,586,296 to Shoko Chukin Bank which was due on October 31, 2023 and it is payable upon consummation of the initial
public offering.

If any material part of the proceeds from the
offering is to be used to discharge, reduce or retire indebtedness, describe the interest rate and maturity of such indebtedness and,
for indebtedness incurred within the past year, the uses to which the proceeds of such indebtedness were put. Refer to Item 3.C of Form
20-F.

In response to the Staff’s comments,
we revised our disclosure on pages 38, 58, 59, 66, 67, 68, F-22, F-23, F-25, F-35, F-57, F-68 and F-69 of Amendment No.
1 to include that a material part of the net proceeds from the offering will be used to discharge, reduce or retire the indebtedness
of the Company, and to describe the interest rate and maturity of such indebtedness. We have also included disclosure regarding
indebtedness incurred within the past year. For indebtedness incurred between July 2023 and July 2024, $2,216,898 of the proceeds of
such indebtedness were used to retire our outstanding indebtedness, and $1,850,683 were used for working capital purposes of the
Company.

Compensation, page 93

2. Please update your compensation disclosure
to reflect the fiscal year ended September 30, 2023.

In response to the Staff’s comments, we
revised our disclosure on page 98 of Amendment No. 1 to update our compensation disclosure to reflect the fiscal year ended September
30, 2023.

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

Very truly yours,

    /s/ Weicheng Hsiao

    Name:
    Weicheng Hsiao

    Title:
    Chief Executive Officer

    cc:
    Ying Li, Esq.

    Hunter Taubman Fischer & Li LLC

United States securities and exchange commission logo
May 15, 2024
Weicheng Hsiao
Chief Executive Officer
HW Electro Co., Ltd.
301, Aomi 2-chome 7-4 the
SOHO, Koto-ku, Tokyo
135-0064 Japan
Re:HW Electro Co., Ltd.
Registration Statement on Form F-1
Filed April 29, 2024
File No. 333-278974
Dear Weicheng Hsiao:
            We have reviewed your registration statement and have the following comment(s).
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form F-1
Use of Proceeds, page 38
1.We note the following disclosures on pages 65, F-23 and F-34:

•We subsequently repaid $66,921 in October 2023 and the balance of $133,842 due to
the shareholder is payable upon the consummation of the initial public offering.
•As of September 30, 2023, the Company has a refund liability-current of $278,752,
which represents the amount of consideration that the Company was not entitled to as
a result of sales returned by a customer in January 2024 and the amount will be
refunded to the customer upon the consummation of the IPO.
•The Company has rescheduled the repayment date of the loan of $3,586,296 to Shoko
Chukin Bank which was due on October 31, 2023 and it is payable upon
consummation of the initial public offering.

If any material part of the proceeds from the offering is to be used to discharge, reduce or

 FirstName LastNameWeicheng Hsiao
 Comapany NameHW Electro Co., Ltd.
 May 15, 2024 Page 2
 FirstName LastName
Weicheng Hsiao
HW Electro Co., Ltd.
May 15, 2024
Page 2
retire indebtedness, describe the interest rate and maturity of such indebtedness and, for
indebtedness incurred within the past year, the uses to which the proceeds of such
indebtedness were put. Refer to Item 3.C of Form 20-F.
Compensation, page 93
2.Please update your compensation disclosure to reflect the fiscal year ended September 30,
2023.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact SiSi Cheng at 202-551-5004 or Andrew Blume at 202-551-3254 if you
have questions regarding comments on the financial statements and related matters. Please
contact Evan Ewing at 202-551-5920 or Asia Timmons-Pierce at 202-551-3754 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

December
27, 2023

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Manufacturing

100
F Street, N.E.

Washington,
D.C. 20549

Re: HW
                                            Electro Co., Ltd.

  Registration
                                            Statement on Form F-1, as amended

File
No. 333-275413

Request
for Acceleration of Effective Date

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Securities Act”),
Univest Securities, LLC, as the representative of the several underwriters, hereby joins in the request of HW Electro Co., Ltd. for acceleration
of the effective date of the above-referenced registration statement on Form F-1, as amended (the “Registration Statement”),
so that it becomes effective as of 4:00 p.m. Eastern Time on Friday, December 29, 2023, or as soon thereafter as possible.

Pursuant
to Rule 460 of the General Rules and Regulations of the Securities Act, please be advised that there will be distributed to
each underwriter, who is reasonably anticipated to be invited to participate in the distribution of the securities, as many copies of
the proposed form of preliminary prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

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

[Signature
Page to Follow]

    Very truly yours,

    UNIVEST SECURITIES, LLC

    As Representative of the Several Underwriters

    Named in the Underwriting Agreement

    By:
    /s/
    Edric Guo

    Name:
    Edric Guo

    Title:

    Chief
        Executive Officer

[Signature
Page to Underwriters’ Acceleration Request]

CORRESP
1
filename1.htm

HW
Electro Co., Ltd.

December
27, 2023

Via
Edgar

Division
of Corporation Finance

Office
of Manufacturing

U.S.
Securities and Exchange Commission

100
F Street, NE

Washington,
D.C., 20549

    Attention:
    Andrew
Blume

    SiSi Cheng

    Eranga Dias

    Asia Timmons-Pierce

    Re:
    HW Electro Co., Ltd.

    Registration Statement
    on Form F-1, as amended

    Initially Filed on November
    8, 2023

    File No. 333-275413

Ladies
and Gentlemen:

In
accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, HW Electro Co.,
Ltd. hereby requests that the effectiveness of the above-referenced Registration Statement on Form F-1, as amended (the “Registration
Statement”), be accelerated to and that the Registration Statement become effective at 4:00 p.m., Eastern Time, on December 29,
2023, or as soon thereafter as practicable.

    Very truly yours,

    HW Electro Co., Ltd.

    By:
    /s/
    Weicheng Hsiao

    Name:
    Weicheng Hsiao

    Title:
    Representative Director and Chief Executive Officer

CORRESP
1
filename1.htm

HW Electro Co., Ltd.

December 15, 2023

Via EDGAR

Division of Corporation Finance

Office of Manufacturing

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

    Attention:
    Andrew Blume

    SiSi Cheng

    Eranga Dias

    Asia Timmons-Pierce

    Re:
    HW Electro Co., Ltd.

    Registration Statement on Form F-1

    Filed November 8, 2023

    File No. 333-275413

Ladies and Gentlemen:

This letter is in response to the letter dated
November 29, 2023, from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”)
addressed to HW Electro Co., Ltd. (the “Company,” “we,” and “our”). For ease of reference, we have
recited the Commission’s comments in this response and numbered them accordingly. An amendment to the Registration Statement on
Form F-1 (“Amendment No. 1”) is being filed to accompany this letter.

Form F-1 filed November 8, 2023

Risk Factors

“We require as significant amount of
cash to fund our operations and business expansion.....”, page 20

1. You disclose on pages 20 and 56 that you
believe you have sufficient capital to meet your anticipated cash needs for the next 12 months. However, your auditor indicates in its
review report for the six months ended March 31, 2023 that the substantial doubt about your ability to continue as a going concern has
not been alleviated and is still outstanding. Please revise your disclosures to address this discrepancy.

In response to the Staff’s comments, we
revised our disclosure on pages 20 and 56 of Amendment No. 1 to address the discrepancy.

Liquidity and Capital Resources, page 55

2. We note your updated disclosures in response
to prior comment 5 and reissue the comment in part. Please revise to disclose the fact that your auditor has expressed in its audit and
review reports substantial doubt about your ability to continue as a going concern and disclose the potential effect the going concern
opinion may have on your ability to raise additional funds.

In response to the Staff’s comments, we revised our disclosure on page 55 of Amendment No. 1 to disclose the fact that our auditor
has expressed in its audit and review reports substantial doubt about our ability to continue as a going concern and disclose the potential
effect the going concern opinion may have on our ability to raise additional funds.

Cash Flow from Operating Activities, page 57

3. We note your updated disclosure in response
to prior comment 6 and reissue our comment. Your discussion of cash flow from operating activities appears to be a recitation of the changes
already disclosed in the consolidated statement of cash flows. Please revise to discuss material changes in the underlying drivers that
affected these cash flows. These disclosures should include a discussion of the underlying reasons for changes in working capital items
that materially affect operating cash flows. Refer to Section IV.B.1 of SEC Release No. 33-8350.

In response to the Staff’s comments, we
revised our disclosure on pages 58 and 59 of Amendment No. 1 to discuss material changes in the underlying drivers that affected the cash
flows and include a discussion of the underlying reasons for changes in working capital items that materially affect operating cash flows.

Index to Financial Statements, page F-1

4. Your audited financial statements are currently
older than 12 months and this is an initial public offering of your shares. Accordingly, please update your financial statements pursuant
to Item 8.A.4 of Form 20-F or provide the appropriate representation in an exhibit. Refer to Instruction 2 to Item 8.A.4.

In response to the Staff’s comments, we
respectfully advise the Staff that we have filed a request for waiver and representation under Item 8.A.4 of Form 20-F as the 99.2 Exhibit
to the registration statement on Form F-1 we filed on November 8, 2023.

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

Very truly yours,

    /s/ Weicheng Hsiao

    Name:
    Weicheng Hsiao

    Title:
    Chief Executive Officer

    cc:
    Ying Li, Esq.

    Hunter Taubman Fischer & Li LLC

United States securities and exchange commission logo
November 29, 2023
Weicheng Hsiao
Chief Executive Officer
HW Electro Co., Ltd.
301, Aomi 2-chome 7-4 the SOHO
Koto-ku, Tokyo
135-0064 Japan
Re:HW Electro Co., Ltd.
Registration Statement on Form F-1
Filed November 8, 2023
File No. 333-2754132
Dear Weicheng Hsiao:
            We have reviewed your registration statement and have the following comment(s).
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Form F-1 filed November 8, 2023
Risk Factors
"We require as significant amount of cash to fund our operations and business expansion.....",
page 20
1.You disclose on pages 20 and 56 that you believe you have sufficient capital to meet your
anticipated cash needs for the next 12 months. However, your auditor indicates in its
review report for the six months ended March 31, 2023 that the substantial doubt about
your ability to continue as a going concern has not been alleviated and is still outstanding.
Please revise your disclosures to address this discrepancy.

 FirstName LastNameWeicheng Hsiao
 Comapany NameHW Electro Co., Ltd.
 November 29, 2023 Page 2
 FirstName LastName
Weicheng Hsiao
HW Electro Co., Ltd.
November 29, 2023
Page 2
Liquidity and Capital Resources, page 55
2.We note your updated disclosures in response to prior comment 5 and reissue the
comment in part. Please revise to disclose the fact that your auditor has expressed in its
audit and review reports substantial doubt about your ability to continue as a going
concern and disclose the potential effect the going concern opinion may have on your
ability to raise additional funds.
Cash Flow from Operating Activities, page 57
3.We note your updated disclosure in response to prior comment 6 and reissue our
comment. Your discussion of cash flow from operating activities appears to be a recitation
of the changes already disclosed in the consolidated statement of cash flows. Please revise
to discuss material changes in the underlying drivers that affected these cash flows. These
disclosures should include a discussion of the underlying reasons for changes in working
capital items that materially affect operating cash flows. Refer to Section IV.B.1 of SEC
Release No. 33-8350.
Index to Financial Statements, page F-1
4.Your audited financial statements are currently older than 12 months and this is an initial
public offering of your shares. Accordingly, please update your financial statements
pursuant to Item 8.A.4 of Form 20-F or provide the appropriate representation in an
exhibit. Refer to Instruction 2 to Item 8.A.4.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact SiSi Cheng at 202-551-5004 or Andrew Blume at 202-551-3254 if you
have questions regarding comments on the financial statements and related matters. Please
contact Eranga Dias at 202-551-8107 or Asia Timmons-Pierce at 202-551-3754 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

HW
Electro Co., Ltd.

November 8, 2023

Via
EDGAR

Division
of Corporation Finance

Office
of Manufacturing

U.S.
Securities and Exchange Commission

100
F Street, NE

Washington,
D.C., 20549

    Attention:

    Andrew
    Blume

    SiSi
    Cheng

    Eranga
    Dias

    Asia
    Timmons-Pierce

    Re:
    HW
    Electro Co., Ltd.

    Draft
    Registration Statement on Form F-1

    Submitted
    June 30, 2023

    CIK
    No. 0001980262

Ladies
and Gentlemen:

This
letter is in response to the letter dated July 27, 2023, from the staff (the “Staff”) of the U.S. Securities and Exchange
Commission (the “Commission”) addressed to HW Electro Co., Ltd. (the “Company,” “we,” and “our”).
For ease of reference, we have recited the Commission’s comments in this response and numbered them accordingly. A Registration
Statement on Form F-1 (the “Registration Statement”) is being filed to accompany this letter.

Draft
Registration Statement on Form F-1

Prospectus
Summary, page 1

1.
Please disclose your current level of indebtedness.

In
response to the Staff’s comments, we revised our disclosure on page 1 of the Registration Statement to disclose our current level
of indebtedness.

Risk
Factors

We
require a significant amount of cash to fund our operations and business expansion..., page 19

2.
We note your disclosure on page 19 that you believe your current cash and anticipated cash flow from operations will be sufficient to
meet your anticipated cash needs for the next 12 months. Your disclosures on pages 44 and F-8, however, indicate that your working capital
deficit, net losses, and net cash outflows from operating activities have given rise to substantial doubt as to whether you will be able
to continue as a going concern. Please reconcile your disclosures and revise as appropriate.

In
response to the Staff’s comments, we revised our disclosure on pages 20, 46, F-8 and F-39 of the Registration Statement to reconcile our disclosures.

    2

Capitalization,
page 38

3.
Please address the following items related to your capitalization table:

 ● Include
a double line underneath the cash line item to distinguish it from the capitalization line items;

 ● Revise
the liability section to reflect only your short and long-term indebtedness; and

 ● Revise
                                            to clearly explain each adjustment made to your pro forma columns. In doing so, ensure you
                                            describe why loans payable decreased in the pro forma column.

In
response to the Staff’s comments, we revised our capitalization table on page 39 of the Registration Statement.

Research
and Development Expenses, page 47

4.
Provide a description of your research and development policies for the last three years. See Item 5.C of Form 20-F.

In
response to the Staff’s comments, we revised our disclosure on pages 49 and 53 of the Registration Statement to provide a
description of our research and development policies for the last three years.

Liquidity
and Capital Resources

Cash
Flow from Operating Activities, page 49

5.
Please address the following items related to your liquidity and capital resources disclosures:

 ● Revise
to indicate you have a history of losses and highlight the explanatory paragraph in your audit opinion raising substantial doubt about
your ability to continue as a going concern;

 ● Describe
management’s plans to address this circumstance;

 ● Disclose
the potential effect the going concern opinion may have on your ability to raise additional funds; and

 ● Expand
                                            your disclosure to include your estimated material cash requirements over the next twelve
                                            months. Refer to Item 303(b)(1) of Regulation S-K.

In
response to the Staff’s comments, we revised our disclosure for liquidity and capital resources on pages 55 and 56 of the
Registration Statement.

6.
Your discussion of cash flows from operating activities should be a comparative analysis of material changes in this amount between periods.
Accordingly, please include a discussion of the underlying reasons for material changes in working capital items that affect operating
cash flows. For example, describe how changes in inventories and accounts payable contributed to the changes in cash flows from operating
activities. Refer to Section IV.B.1 of SEC Release No. 33-8350.

In
response to the Staff’s comments, we revised our disclosure on pages 57 and 58 of the Registration Statement to include a
discussion of the underlying reasons for material changes in working capital items that affect operating cash flows.

Manufacturing,
page 68

7.
We note your risk factor on page 12 regarding your right to exclusively sell in Japan the electric light commercial vehicles Cenntro
manufactures. Please update your disclosures in this section reflect this obligation.

In
response to the Staff’s comments, we revised our disclosure on page 79 of the Registration Statement to reflect our obligation.

Related
Party Transactions, page 84

8.
Please revise your related party transactions disclosure to reflect the three financial years up to the date of the document as required
by Item 7.B. of Form 20-F.

In
response to the Staff’s comments, we revised our related party transaction disclosure on pages 94 and 95 of the Registration
Statement to reflect the three financial years up to the date of the document as required by Item 7.B. of Form 20-F.

Index
to Financial Statements, page F-1

9.
Please note the financial statement updating requirements provided in Item 8.A.5 of Form 20-F and revise future filings accordingly.

In
response to the Staff’s comments, we provided updated unaudited interim condensed financial statements and related disclosures
in the Registration Statement as required by Item 8.A.5 of Form 20-F.

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

Very
truly yours,

    /s/
    Weicheng Hsiao

    Name:
     Weicheng
    Hsiao

    Title:
    Chief Executive Officer

    cc:
    Ying Li, Esq.

    Hunter
    Taubman Fischer & Li LLC

3

United States securities and exchange commission logo
July 27, 2023
Weicheng Hsiao
Chief Executive Officer
HW Electro Co., Ltd.
301, Aomi 2-chome 7-4 the SOHO
Koto-ku, Tokyo
135-0064 Japan
Re:HW Electro Co., Ltd.
Draft Registration Statement on Form F-1
Submitted June 30, 2023
CIK No. 0001980262
Dear Weicheng Hsiao:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form F-1
Prospectus Summary, page 1
1.Please disclose your current level of indebtedness.
Risk Factors
We require a significant amount of cash to fund our operations and business expansion..., page
19
2.We note your disclosure on page 19 that you believe your current cash and anticipated
cash flow from operations will be sufficient to meet your anticipated cash needs for the
next 12 months.  Your disclosures on pages 44 and F-8, however, indicate that your

 FirstName LastNameWeicheng Hsiao
 Comapany NameHW Electro Co., Ltd.
 July 27, 2023 Page 2
 FirstName LastName
Weicheng Hsiao
HW Electro Co., Ltd.
July 27, 2023
Page 2
working capital deficit, net losses, and net cash outflows from operating activities have
given rise to substantial doubt as to whether you will be able to continue as a going
concern.  Please reconcile your disclosures and revise as appropriate.

Capitalization, page 38
3.Please address the following items related to your capitalization table:
•Include a double line underneath the cash line item to distinguish it from the
capitalization line items;
•Revise the liability section to reflect only your short and long-term indebtedness; and
•Revise to clearly explain each adjustment made to your pro forma columns.  In doing
so, ensure you describe why loans payable decreased in the pro forma column.
Research and Development Expenses, page 47
4.Provide a description of your research and development policies for the last three
years. See Item 5.C of Form 20-F.
Liquidity and Capital Resources
Cash Flow from Operating Activities, page 49
5.Please address the following items related to your liquidity and capital resources
disclosures:
•Revise to indicate you have a history of losses and highlight the explanatory
paragraph in your audit opinion raising substantial doubt about your ability to
continue as a going concern;
•Describe management’s plans to address this circumstance;
•Disclose the potential effect the going concern opinion may have on your ability to
raise additional funds; and
•Expand your disclosure to include your estimated material cash requirements over the
next twelve months.  Refer to Item 303(b)(1) of Regulation S-K.
6.Your discussion of cash flows from operating activities should be a comparative analysis
of material changes in this amount between periods.  Accordingly, please include a
discussion of the underlying reasons for material changes in working capital items that
affect operating cash flows.  For example, describe how changes in inventories and
accounts payable contributed to the changes in cash flows from operating activities.  Refer
to Section IV.B.1 of SEC Release No. 33-8350.
Manufacturing, page 68
7.We note your risk factor on page 12 regarding your right to exclusively sell in Japan the
electric light commercial vehicles Cenntro manufactures. Please update your disclosures
in this section reflect this obligation.

 FirstName LastNameWeicheng Hsiao
 Comapany NameHW Electro Co., Ltd.
 July 27, 2023 Page 3
 FirstName LastName
Weicheng Hsiao
HW Electro Co., Ltd.
July 27, 2023
Page 3
Related Party Transactions, page 84
8.Please revise your related party transactions disclosure to reflect the three financial years
up to the date of the document as required by Item 7.B. of Form 20-F.
Index to Financial Statements, page F-1
9.Please note the financial statement updating requirements provided in Item 8.A.5
of Form 20-F and revise future filings accordingly.
            You may contact SiSi Cheng at 202-551-5004 or Andrew Blume at 202-551-3254 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Eranga Dias at 202-551-8107 or Asia Timmons-Pierce at 202-551-3754 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing