SecProbe.io

CORRESP
 1
 filename1.htm

 HAOXIN HOLDINGS LIMITED

 March 27, 2025

 Via EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Energy & Transportation

 U.S. Securities and Exchange
Commission

 Washington, D.C. 20549-4720

 Attn: Liz Packebusch

 Re:
 Haoxin Holdings Limited

 Registration Statement on Form F-1, as amended (File No. 333-269681)

 Request for Acceleration of Effectiveness

 Dear Ms. Packebusch:

 In accordance with Rule 461 of the General Rules
and Regulations under the Securities Act of 1933, as amended, Haoxin Holdings Limited hereby requests that the effectiveness of the above-referenced
Registration Statement on Form F-1 (the "Registration Statement") be accelerated and that the Registration Statement become
effective at 4:30 p.m., Eastern Time, on March 31, 2025, or as soon thereafter as practicable.

 Very truly yours,

 Haoxin Holdings Limited

 By:
 /s/ Zhengjun Tao

 Name:
 Zhengjun Tao

 Title:
 Chief Executive Officer, Director and
 Chairman

 cc:
 Jason Ye, Esq.

 Ortoli Rosenstadt LLP

CORRESP
 1
 filename1.htm

 March 27, 2025

 VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 Office of Trade & Services

 Washington, D.C. 20549

 Re:

 Haoxin Holdings Limited
 Registration Statement on Form F-1, as amended
 File No. 333-269681
 Request for Acceleration of Effectiveness

 Ladies and Gentlemen:

 Pursuant to Rule 461 of the General Rules and
Regulations under the Securities Act of 1933, as amended (the "Act"), the undersigned hereby join in the request of Haoxin
Holdings Limited that the effective date of the above-referenced Registration Statement be accelerated so as to permit it to become effective
at 4:30 p.m. Washington D.C. time, on March 31, 2025, or as soon thereafter as practicable.

 Pursuant to Rule 460 of the General Rules and
Regulations under the Act, the undersigned advise that they intend to distribute approximately 350 copies of the Preliminary Prospectus,
dated March 18, 2025, to prospective underwriters and dealers, institutional investors, retail investors and others.

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

 Very truly yours,

 CRAFT CAPITAL MANAGEMENT LLC

 By:
 /s/ Stephen Kiront

 Name: Stephen Kiront

 Title: Chief Operating Officer

 WESTPARK CAPITAL, INC.

 By:
 /s/ Jason Stern

 Name: Jason Stern

 Title: Chief Operating Officer

CORRESP
 1
 filename1.htm

 Haoxin Holdings Limited

 Room 329-1, 329-2, No.1 Xingye Yi Road

 Ningbo Free Trade Zone

 Ningbo, Zhejiang Province 315807

 People's Republic of China

 March 18, 2025

 Division of Corporation Finance

 Office of Energy & Transportation

 U.S. Securities and Exchange
Commission

 Washington, D.C. 20549-4720

 Attn: Liz Packebusch

 Re:

 Haoxin Holdings Limited
 Amendment No. 13 to Registration Statement on Form F-1
 Filed March 5, 2025
 File No. 333-269681

 Dear Ms. Packebusch,

 This letter is in response to your letter on March
14, 2025 in which you provided comments to Amendment No. 13 to Registration Statement on Form F-1 (the "F-1") of Haoxin Holdings
Ltd (the "Company") filed with the U.S. Securities and Exchange Commission on March 5, 2025. On the date hereof, the Company
has submitted Amendment No. 14 to Registration Statement on Form F-1 ("Amendment No. 14"). We set forth below in bold
the comment in your letter relating to the Registration Statement followed by our response to each comment.

 Amendment No. 8 to Registration Statement
on Form F-1 filed March 5, 2025

 Risk Factors, Page 23

 1. We note that your $3.30 per share and $1.70 per share cited
in the risk factor titled "You will experience immediate and substantial dilution" on page 59 do not match the $3.35 per
share and $1.65 per share amounts in your Dilution table on page 64. Please explain the differences or revise as appropriate.

 RESPONSE: We note the Staff's comment, and
in response thereto, respectfully clarify to the Staff we have updated the correct dilution figures to the risk factor on page 59 to reflect
the calculation in Dilution table on page 64.

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

 Sincerely,

 /s/ Zhengjun Tao

 Zhengjun Tao

 Chief Executive Officer

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

Zhengjun Tao
Chief Executive Officer
Haoxin Holdings Limited
Room 329-1, 329-2, No.1 Xingye Yi Road
Ningbo Free Trade Zone
Ningbo, Zhejiang Province 315807
People's Republic of China

 Re: Haoxin Holdings Limited
 Amendment No. 13 to Registration Statement on Form F-1
 Filed March 5, 2025
 File No. 333-269681
Dear Zhengjun Tao:

 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. 13 to Registration Statement on Form F-1 filed March 5, 2025
Risk Factors, page 23

1. We note that your $3.30 per share and $1.70 per share cited in the risk
factor titled
 You will experience immediate and substantial dilution on page 59
do not match the
 $3.35 per share and $1.65 per share amounts in your Dilution table on
page 64. Please
 explain the differences or revise as appropriate.
 March 14, 2025
Page 2

 Please contact Joseph Klinko at 202-551-3824 or Lily Dang at
202-551-3867 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Liz Packebusch at 202-551-8749 or Daniel Morris at 202-551-3314 with
any other
questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Energy &
Transportation
cc: William S. Rosenstadt
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

Haoxin Holdings Limited

Room 329-1, 329-2, No.1 Xingye Yi Road

Ningbo Free Trade Zone

Ningbo, Zhejiang Province 315807

People’s Republic of China

November 4, 2024

Division of Corporation Finance

Office of Energy & Transportation

U.S. Securities and Exchange
Commission

Washington, D.C. 20549-4720

Attn: Liz Packebusch

    Re:

    Haoxin Holdings Limited

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

    Filed October 11, 2024

    File No. 333-269681

Dear Ms. Packebusch,

This letter is in response to your letter on October
22, 2024 in which you provided comments to Amendment No. 10 to Registration Statement on Form F-1 (the “F-1”) of Haoxin Holdings
Ltd (the “Company”) filed with the U.S. Securities and Exchange Commission on October 11, 2024. On the date hereof, the Company
has filed Amendment No. 11 to Registration Statement on Form F-1 (“Amendment No. 11”). We set forth below in bold the
comment in your letter relating to the Registration Statement followed by our response to each comment.

Amendment No. 10 to Registration Statement
on Form F-1 filed October 11, 2024

Management's Discussion and Analysis, page
65

Results of Operations, page 68

For the Six Months ended June 30, 2024 and
2023, page 68

Revenues, page 68

Cover Page

 1. Please expand your discussions to include separate quantifications
of changes in revenue amounts that were due to changes in prices, changes in volumes, and other factors. Add operating metrics, such
as number of trips, total miles driven, average revenue per mile or per trip, further segregated by temperature-controlled truckload
versus urban delivery services or by regions/areas, as necessary to support your discussions and to enhance readers’ understanding
of your business and results of operations. Make similar revisions to your discussions for the years ended December 31, 2023 and 2022.
Refer to the guidance in Items 5 and 5.A.1 of Form 20-F, applicable by Item 4.a. of Form F-1.

RESPONSE: We note the Staff’s comment,
and in response thereto, respectfully clarify to the Staff we have added operating metrics to support the discussions and enhance
readers’ understanding of our business and results of operations by expanding our discussions to include separate
quantifications of changes in revenue amounts that were due to changes in prices, changes in volumes, among other factors on pages
70 and 75, respectively.

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

    Sincerely,

    /s/ Zhengjun Tao

    Zhengjun Tao

    Chief Executive Officer

October 22, 2024
Zhengjun Tao
Chief Executive Officer
Haoxin Holdings Limited
Room 329-1, 329-2, No.1 Xingye Yi Road
Ningbo Free Trade Zone
Ningbo, Zhejiang Province 315807
People's Republic of China
Re:Haoxin Holdings Limited
Amendment No. 10 to Registration Statement on Form F-1
Filed October 11, 2024
File No. 333-269681
Dear Zhengjun Tao:
            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. 10 to Registration Statement on Form F-1 filed October 11, 2024
Management's Discussion and Analysis, page 65
Results of Operations, page 68
For the Six Months ended June 30, 2024 and 2023, page 68
Revenues, page 68
Please expand your discussions to include separate quantifications of changes in
revenue amounts that were due to changes in prices, changes in volumes, and other
factors. Add operating metrics, such as number of trips, total miles driven, average
revenue per mile or per trip, further segregated by temperature-controlled truckload
versus urban delivery services or by regions/areas, as necessary to support your
discussions and to enhance readers’ understanding of your business and results of 1.

October 22, 2024
Page 2
operations.  Make similar revisions to your discussions for the years ended December
31, 2023 and 2022.  Refer to the guidance in Items 5 and 5.A.1 of Form 20-F,
applicable by Item 4.a. of Form F-1.

            Please contact Joseph Klinko at 202-551-3824 or Lily Dang at 202-551-3867 if you
have questions regarding comments on the financial statements and related matters. Please
contact Liz Packebusch at 202-551-8749 or Daniel Morris at 202-551-3314 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:William S. Rosenstadt

September 27, 2024
Zhengjun Tao
Chief Executive Officer
Haoxin Holdings Limited
Room 329-1, 329-2, No.1 Xingye Yi Road
Ningbo Free Trade Zone
Ningbo, Zhejiang Province 315807
People's Republic of China
Re:Haoxin Holdings Limited
Amendment No. 8 to Registration Statement on Form F-1
Filed September 20, 2024
File No. 333-269681
Dear Zhengjun Tao:
            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. 8 to Registration Statement on Form F-1 filed September 20, 2024
Cover Page
1.We note your disclosure that Mr. Zhengjun Tao, your chairman of the board of directors
and your chief executive officer, will beneficially own approximately 5.18% of your total
issued and outstanding Class A ordinary shares and 100% of your total issued and
outstanding Class B ordinary shares, representing 90.9% of your total voting power,
assuming that the Representatives do not exercise their over-allotment option. This does
not appear to correspond with your tabular Principal Shareholder disclosure at page 132.
Please revise or advise.

September 27, 2024
Page 2
General
2.We note that you have checked the Rule 415 box on your outside cover page, yet
disclosures elsewhere indicate that this is a firm commitment, underwritten offering.
Please advise or revise.
            You may contact Joseph Klinko, Staff Accountant, at 202-551-3824 or Lily Dang, Staff
Accountant, at 202-551-3867 if you have questions regarding comments on the financial
statements and related matters. Please contact Liz Packebusch, Staff Attorney, at 202-551-8749
or Daniel Morris, Legal Branch Chief, at 202-551-3314 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:William S. Rosenstadt

CORRESP
1
filename1.htm

Haoxin Holdings Limited

Room 329-1, 329-2, No.1 Xingye Yi Road

Ningbo Free Trade Zone

Ningbo, Zhejiang Province 315807

People’s Republic of China

September 27, 2024

Division of Corporation Finance

Office of Energy & Transportation

U.S. Securities and Exchange
Commission

Washington, D.C. 20549-4720

Attn: Liz Packebusch

    Re:

    Haoxin Holdings Limited

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

    Filed September 20, 2024

    File No. 333-269681

Dear Ms. Packebusch,

This letter is in response to your letter on September
27, 2024 in which you provided comments to Amendment No. 8 to Registration Statement on Form F-1 (the “F-1”) of Haoxin Holdings
Ltd (the “Company”) filed with the U.S. Securities and Exchange Commission on September 20, 2024. On the date hereof, the
Company has submitted Amendment No. 9 to Registration Statement on Form F-1 (“Amendment No. 9”). We set forth below in
bold the comment in your letter relating to the Registration Statement followed by our response to each comment.

Amendment No. 8 to Registration Statement
on Form F-1 filed September 20, 2024

Cover Page

    1.
    We note your disclosure that Mr. Zhengjun Tao, your chairman of the board of directors and your chief executive officer, will beneficially own approximately 5.18% of your total issued and outstanding Class A ordinary shares and 100% of your total issued and outstanding Class B ordinary shares, representing 90.9% of your total voting power, assuming that the Representatives do not exercise their over-allotment option. This does not appear to correspond with your tabular Principal Shareholder disclosure at page 132. Please revise or advise.

RESPONSE: We note the Staff’s comment, and in response thereto, respectfully clarify to the Staff we have updated the correct shareholding
of Mr. Zhengjun Tao on the cover page as well as throughout Amendment No. 9 to reflect the percentage in the Principal Shareholder section.

General

    2.
    We note that you have checked the Rule 415 box on your outside cover page, yet disclosures elsewhere indicate that this is a firm commitment, underwritten offering. Please advise or revise.

RESPONSE: We note the Staff’s comment, and in response hereto, respectfully advise the Staff that, in connection with the firm commitment
offering, the Company is also offering representatives’ warrants, which will be exercisable for a period of 5 years from the commencement
of the sales of the offering on a delayed and continuous basis pursuant to Rule 415 under the Securities Act of 1933. As such, Rule 415
box has been checked on the cover page.

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

    Sincerely,

    /s/ Zhengjun Tao

    Zhengjun Tao

    Chief Executive Officer

CORRESP
1
filename1.htm

Haoxin Holdings Limited

Room 329-1, 329-2, No.1 Xingye Yi Road

Ningbo Free Trade Zone

Ningbo, Zhejiang Province 315807

People’s Republic of China

August 20, 2024

Division of Corporation Finance

Office of Energy & Transportation

U.S. Securities and Exchange
Commission

Washington, D.C. 20549-4720

Attn: Liz Packebusch

    Re:

    Haoxin Holdings Limited

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

    Filed May 2, 2024

    File No. 333-269681

Dear Ms. Packebusch,

This letter is in response to your letter on May
29, 2024 in which you provided comments to Amendment No. 6 to Registration Statement on Form F-1 (the “F-1”) of Haoxin Holdings
Ltd (the “Company”) filed with the U.S. Securities and Exchange Commission on May 2, 2024. On the date hereof, the Company
has submitted Amendment No. 7 to Registration Statement on Form F-1 (“Amendment No. 7”). We set forth below in bold the
comment in your letter relating to the Registration Statement followed by our response to each comment.

Amendment No. 6 to Registration Statement
on Form F-1 filed May 2, 2024

Risk Factors, page 21

 1. We
note that your $3.72 per share and $1.28 per share cited in the risk factor titled “You will experience immediate and substantial
dilution” on page 57 do not match the corresponding per share amounts in your Dilution table on page 62. Please explain the differences
or revise as appropriate.

RESPONSE: We note the Staff’s comment, and
in response thereto, respectfully advise the Staff that we have updated the risk factor titled “You will experience immediate and
substantial dilution” on page 57 to match the corresponding per share amounts in the Dilution table on page 62.

Related Party Transactions, page 133

 2. We
note your response to prior comment 4, indicating that, with respect to your disclosure regarding short-term loans bearing no interest
to Ms. Shasha Chen, you have updated the disclosure as of the latest practicable date, which is December 31, 2023. However, your tabular
disclosure at page 133 appears to have been updated as of March 31, 2024. Please clarify whether no amount is due to Ms. Chen, as your
March 31, 2024 column indicates, or whether $1,165,480 is due to Ms. Chen, as your December 31, 2023 column indicates. In this regard
we also note disclosure at page F-27 indicating that the Company had fully recovered the outstanding amounts due from Mr. Lihai Zhang
and Ms. Shasha Chen totaling $2,039,877.

RESPONSE: We note the Staff’s comment, and
in response thereto, respectfully clarify to the Staff that the $1,165,580 was due to Ms. Chen as of December 31, 2023 and no amount was
due to Ms. Chen as of March 31, 2024. We further advise the Staff that we have henceforth updated the disclosure to reflect the latest
practicable date in the Related Part Transaction in in Amendment No. 7 to reflect the numbers as of June 30, 2024.

General

 3. Please
make certain your disclosure regarding the Holding Foreign Companies Accountable Act (HFCAA) is up to date. For instance, we note remaining
disclosure that "...under the HFCAA, our securities may be prohibited from trading on the Nasdaq or other U.S. stock exchanges if
our auditor is not inspected by the PCAOB for three consecutive years, which could be reduced to two consecutive years if the Accelerating
Holding Foreign Companies Accountable Act is signed into law, and this ultimately could result in our ordinary shares being delisted
by and exchange."

RESPONSE: We note the Staff’s comment, and
in response hereto, respectfully advise the Staff that we have removed the disclosure three-year inspection requirement formerly proposed
under the HFCAA on page 9 of Amendment No. 7 to make sure the disclosure is up to date.

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

    Sincerely,

    /s/ Zhengjun Tao

    Zhengjun Tao

    Chief Executive Officer

United States securities and exchange commission logo
May 29, 2024
Zhengjun Tao
Chief Executive Officer
Haoxin Holdings Limited
Room 329-1, 329-2, No.1 Xingye Yi Road
Ningbo Free Trade Zone
Ningbo, Zhejiang Province 315807
People's Republic of China
Re:Haoxin Holdings Limited
Amendment No. 6 to Registration Statement on Form F-1
Filed May 2, 2024
File No. 333-269681
Dear Zhengjun Tao:
            We have reviewed your amended registration statement and have the following
comment(s).
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our October 26, 2023 letter.
Amendment No. 6 to Registration Statement on Form F-1 filed May 2, 2024
Risk Factors, page 21
1.We note that your $3.72 per share and $1.28 per share cited in the risk factor titled “You
will experience immediate and substantial dilution” on page 57 do not match the
corresponding per share amounts in your Dilution table on page 62.  Please explain the
differences or revise as appropriate.

 FirstName LastNameZhengjun Tao
 Comapany NameHaoxin Holdings Limited
 May 29, 2024 Page 2
 FirstName LastName
Zhengjun Tao
Haoxin Holdings Limited
May 29, 2024
Page 2
Related Party Transactions, page 133
2.We note your response to prior comment 4, indicating that, with respect to your disclosure
regarding short-term loans bearing no interest to Ms. Shasha Chen, you have updated the
disclosure as of the latest practicable date, which is December 31, 2023. However, your
tabular disclosure at page 133 appears to have been updated as of March 31, 2024. Please
clarify whether no amount is due to Ms. Chen, as your March 31, 2024 column indicates,
or whether $1,165,480 is due to Ms. Chen, as your December 31, 2023 column indicates.
In this regard we also note disclosure at page F-27 indicating that the Company had fully
recovered the outstanding amounts due from Mr. Lihai Zhang and Ms. Shasha Chen
totaling $2,039,877.
General
3.Please make certain your disclosure regarding the Holding Foreign Companies
Accountable Act (HFCAA) is up to date. For instance, we note remaining disclosure that
"...under the HFCAA, our securities may be prohibited from trading on the Nasdaq or
other U.S. stock exchanges if our auditor is not inspected by the PCAOB for three
consecutive years, which could be reduced to two consecutive years if the Accelerating
Holding Foreign Companies Accountable Act is signed into law, and this ultimately could
result in our ordinary shares being delisted by and exchange."
            You may contact Joseph Klinko, Staff Accountant, at 202-551-3824 or Lily Dang, Staff
Accountant, at 202-551-3867 if you have questions regarding comments on the financial
statements and related matters. Please contact Liz Packebusch, Staff Attorney, at 202-551-8749
or Daniel Morris, Legal Branch Chief, at 202-551-3314 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       William S. Rosenstadt

CORRESP
1
filename1.htm

Haoxin Holdings Limited

Room 329-1, 329-2, No.1 Xingye Yi Road

Ningbo Free Trade Zone

Ningbo, Zhejiang Province 315807

People’s Republic of China

May 2, 2024

Division of Corporation Finance

Office of Energy & Transportation

U.S. Securities and Exchange
Commission

Washington, D.C. 20549-4720

Attn: Liz Packebusch

    Re:

    Haoxin Holdings Limited

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

    Filed June 6, 2023

    File No. 333-269681

Dear Ms. Packebusch,

This letter is in response to your letter on October
26, 2023 in which you provided comments to Amendment No. 5 to Registration Statement on Form F-1 (the “F-1”) of Haoxin Holdings
Ltd (the “Company”) filed with the U.S. Securities and Exchange Commission on September 29, 2023. On the date hereof, the
Company has submitted Amendment No. 6 to Registration Statement on Form F-1 (“Amendment No. 6”). We set forth below in
bold the comment in your letter relating to the Registration Statement followed by our response to each comment.

Amendment No. 5 to Registration Statement
on Form F-1 filed September 29, 2023

Risk Factors, page 23

    1.
    We note that your $1.05 per share and $3.95 per share cited in the risk factor titled “You will experience immediate and substantial dilution” on page 59 do not match the pro forma as adjusted net tangible book value per share and the dilution per share to new investors, respectively, presented in your Dilution table on page 64. Please explain the differences or revise as appropriate.

RESPONSE: We note the Staff’s comment, and
in response hereto, respectfully advise the Staff that we have revised the risk factor on page 59 to reflect the Dilution table on page
64.

Business, page 94

    2.
    Please update your disclosure in this section. For example, we note that some of the industry information is only provided through 2021, and we also note your industry disclosures that provide forecasted information for 2022. In addition, for the information attributed to reports by Frost & Sullivan, please disclose the dates of such reports.

RESPONSE: We note the Staff’s comment, and
in response hereto, respectfully advise the Staff that we have revised the data the disclosure in the business and industry sections to
be more current and we have disclosed the dates of the Frost & Sullivan reports collectively in the prospectus convention section
on page 1.

    3.
    We note your disclosure that by June 2023, you plan to replace 40% of your fleet with new energy transportation vehicles, or acquire around 30 electronic tractors and 40 vans. Please revise to update such disclosure.

RESPONSE: We note the Staff’s comment, and
in response hereto, respectfully advise the Staff that we have updated the timeline on new energy transportation vehicle replacement on
page 115.

Related Party Transactions, page 146

    4.
    We note your disclosure regarding short-term loans bearing no interest to Ms. Shasha Chen. Please revise to disclose the amount outstanding as of the latest practicable date. Refer to Item 4(a) of Form F-1 and Item 7(B) of Form 20-F.

RESPONSE: We note the Staff’s comment, and
in response hereto, respectfully advise the Staff that we have updated disclosure on the amount outstanding as of the latest practicable
date, which is December 31, 2023, from page 146 to page 148.

Financial Statements

Note 3 - Accounts Receivable, Net, page
F-16

    5.
    We note that you reported under this heading, as well as on pages 52 and F-9, cumulative effect adjustment upon adoption of ASC 326 of $380,081, versus $285,061 on page F-4. Please explain the difference or revise as appropriate.

RESPONSE: We note the Staff’s comment, and
in response hereto, respectfully advise the Staff that we have revised the cumulative effect adjustment upon adoption of ASC 326 on page
52 and page F-9.

 General

    6.
    We note the changes you made to your disclosure appearing on the cover page, and in your Prospectus Summary and Risk Factor sections, relating to legal and operational risks associated with operating in China and PRC regulations. It is unclear to us that there have been changes in the regulatory environment in the PRC since the amendment that was filed on June 22, 2023, warranting revised disclosure to mitigate the challenges you face and related disclosures. The Sample Letters to China-Based Companies sought specific disclosure relating to the risk that the PRC government may intervene in or influence your operations at any time, or may exert control over operations of your business, which could result in a material change in your operations and/or the value of the securities you are registering for sale. We remind you that, pursuant to federal securities rules, the term “control” (including the terms “controlling,” “controlled by,” and “under common control with”) as defined in Securities Act Rule 405 means “the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract, or otherwise.” The Sample Letters also sought specific disclosures relating to uncertainties regarding the enforcement of laws and that the rules and regulations in China can change quickly with little advance notice. We do not believe that your revised disclosure referencing (i) supervision, management, and regulation by the PRC government, (ii) changes without, or with little, transition period, or (iii) uncertainties regarding the interpretation and application of PRC laws and regulations conveys the same risk. Please restore your disclosures in these areas to the disclosures as they existed in the registration statement as of June 22, 2023.

RESPONSE: We note the Staff’s comment, and
in response hereto, respectfully advise the Staff that we have reverted the disclosure throughout Amendment No. 6 regarding legal and operational
risks associated with operating in China and PRC regulation to those disclosed in Amendment No. 3 to conform to the disclosure requirement
in the Sample Letters referenced in the Staff’s comment above.

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

    Sincerely,

    /s/ Zhengjun Tao

    Zhengjun Tao

    Chief Executive Officer

United States securities and exchange commission logo
October 26, 2023
Zhengjun Tao
Chief Executive Officer
Haoxin Holdings Limited
Room 329-1, 329-2, No.1 Xingye Yi Road
Ningbo Free Trade Zone
Ningbo, Zhejiang Province 315807
People's Republic of China
Re:Haoxin Holdings Limited
Amendment No. 5 to Registration Statement on Form F-1
Filed September 29, 2023
File No. 333-269681
Dear Zhengjun Tao:
            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. 5 to Registration Statement on Form F-1 filed September 29, 2023
Risk Factors, page 23
1.We note that your $1.05 per share and $3.95 per share cited in the risk factor titled “You
will experience immediate and substantial dilution” on page 59 do not match the pro
forma as adjusted net tangible book value per share and the dilution per share to new
investors, respectively, presented in your Dilution table on page 64.  Please explain the
differences or revise as appropriate.

 FirstName LastNameZhengjun Tao
 Comapany NameHaoxin Holdings Limited
 October 26, 2023 Page 2
 FirstName LastName
Zhengjun Tao
Haoxin Holdings Limited
October 26, 2023
Page 2
Business, page 94
2.Please update your disclosure in this section. For example, we note that some of the
industry information is only provided through 2021, and we also note your industry
disclosures that provide forecasted information for 2022.  In addition, for the information
attributed to reports by Frost & Sullivan, please disclose the dates of such reports.
3.We note your disclosure that by June 2023, you plan to replace 40% of your fleet with
new energy transportation vehicles, or acquire around 30 electronic tractors and 40 vans.
Please revise to update such disclosure.
Related Party Transactions, page 146
4.We note your disclosure regarding short-term loans bearing no interest to Ms. Shasha
Chen.  Please revise to disclose the amount outstanding as of the latest practicable date.
Refer to Item 4(a) of Form F-1 and Item 7(B) of Form 20-F.
Financial Statements
Note 3 - Accounts Receivable, Net, page F-16
5.We note that you reported under this heading, as well as on pages 52 and F-9, cumulative
effect adjustment upon adoption of ASC 326 of $380,081, versus $285,061 on page F-4.
Please explain the difference or revise as appropriate.
General
6.We note the changes you made to your disclosure appearing on the cover page, and in
your Prospectus Summary and Risk Factor sections, relating to legal and operational risks
associated with operating in China and PRC regulations. It is unclear to us that there have
been changes in the regulatory environment in the PRC since the amendment that was
filed on June 22, 2023, warranting revised disclosure to mitigate the challenges you face
and related disclosures. The Sample Letters to China-Based Companies sought specific
disclosure relating to the risk that the PRC government may intervene in or influence your
operations at any time, or may exert control over operations of your business, which could
result in a material change in your operations and/or the value of the securities you are
registering for sale. We remind you that, pursuant to federal securities rules, the term
“control” (including the terms “controlling,” “controlled by,” and “under common control
with”) as defined in Securities Act Rule 405 means “the possession, direct or indirect, of
the power to direct or cause the direction of the management and policies of a person,
whether through the ownership of voting securities, by contract, or otherwise.” The
Sample Letters also sought specific disclosures relating to uncertainties regarding the
enforcement of laws and that the rules and regulations in China can change quickly with
little advance notice. We do not believe that your revised disclosure referencing (i)
supervision, management, and regulation by the PRC government, (ii) changes without, or
with little, transition period, or (iii) uncertainties regarding the interpretation and

 FirstName LastNameZhengjun Tao
 Comapany NameHaoxin Holdings Limited
 October 26, 2023 Page 3
 FirstName LastName
Zhengjun Tao
Haoxin Holdings Limited
October 26, 2023
Page 3
application of PRC laws and regulations conveys the same risk. Please restore your
disclosures in these areas to the disclosures as they existed in the registration statement as
of June 22, 2023.
            You may contact Joseph Klinko, Staff Accountant, at 202-551-3824 or Lily Dang, Staff
Accountant, at 202-551-3867 if you have questions regarding comments on the financial
statements and related matters. Please contact Liz Packebusch, Staff Attorney, at 202-551-8749
or Laura Nicholson, Special Counsel, at 202-551-3584 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       William S. Rosenstadt

CORRESP
1
filename1.htm

Haoxin Holdings Limited

Room 329-1, 329-2, No.1 Xingye Yi Road

Ningbo Free Trade Zone

Ningbo, Zhejiang Province 315807

People’s Republic of China

June 22, 2023

Division of Corporation Finance

Office of Energy & Transportation

U.S. Securities and Exchange
Commission

Washington, D.C. 20549-4720

Attn: Liz Packebusch

    Re:

    Haoxin Holdings Limited

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

    Filed June 6, 2023

    File No. 333-269681

Dear Ms. Packebusch,

This letter is in response to your letter on June
16, 2023 in which you provided comments to Amendment No. 3 to Registration Statement on Form F-1 (the “F-1”) of Haoxin Holdings
Ltd (the “Company”) filed with the U.S. Securities and Exchange Commission on June 6, 2022. On the date hereof, the Company
has submitted Amendment No. 4 to Registration Statement on Form F-1 (“Amendment No. 4”). We set forth below in bold the
comment in your letter relating to the Registration Statement followed by our response to each comment.

Amendment No. 3 to Registration Statement
on Form F-1 filed June 6, 2023

Dilution, page 61

    1.
    In the Dilution table on page 61, please explain your reason for changing the consideration amount contributed by the existing shareholders from the previously reported $2,957,300 to the current $1,200, although you indicated in your response to prior comment 5 that the entire $2,957,300 additional paid in capital amount was contributed in cash. Please revise as appropriate.

RESPONSE: We note the Staff’s comment, and
in response hereto, respectfully advise the Staff that we have revised the dilution section to reflect the total consideration in the
amount of $2,957,300.

Signature, page II-3

    2.
    Please revise to clarify the signature of your authorized representative in the United States. In that regard, it appears that Colleen De Vries is signing on behalf of another company, but such company has not been identified in the signature block.

RESPONSE: We note the Staff’s comment, and
in response hereto, respectfully advise the Staff that Colleen De Vries is the signatory of Cogency Global Inc., which is the duly authorized
representative in the United States for the Company.

Exhibits

    3.
    We note that the legal opinion and consent filed as Exhibit 99.2 is dated February 10, 2023, and states that such Opinion is issued solely based on the Documents PRC counsel had received from the Company and the PRC Subsidiaries as of the date of the Opinion. We further note that statements attributable to counsel regarding subsequent developments have been added to your prospectus disclosure since such time. Please file an updated opinion and consent from counsel.

RESPONSE: We note the Staff’s comment, and
in response hereto, respectfully advise the Staff that we have submitted an updated PRC legal opinion as Exhibit 99.2 to Amendment No.
4

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

    Sincerely,

    /s/ Zhengjun Tao

    Zhengjun Tao

    Chief Executive Officer

United States securities and exchange commission logo
June 16, 2023
Zhengjun Tao
Chief Executive Officer
Haoxin Holdings Limited
Room 329-1, 329-2, No.1 Xingye Yi Road
Ningbo Free Trade Zone
Ningbo, Zhejiang Province 315807
People's Republic of China
Re:Haoxin Holdings Limited
Amendment No. 3 to Registration Statement on Form F-1
Filed June 6, 2023
File No. 333-269681
Dear Zhengjun Tao:
            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 May 22, 2023 letter.
Amendment No. 3 to Registration Statement on Form F-1 filed June 6, 2023
Dilution, page 61
1.In the Dilution table on page 61, please explain your reason for changing the consideration
amount contributed by the existing shareholders from the previously reported $2,957,300
to the current $1,200, although you indicated in your response to prior comment 5 that the
entire $2,957,300 additional paid in capital amount was contributed in cash.  Please revise
as appropriate.

 FirstName LastNameZhengjun Tao
 Comapany NameHaoxin Holdings Limited
 June 16, 2023 Page 2
 FirstName LastName
Zhengjun Tao
Haoxin Holdings Limited
June 16, 2023
Page 2
Signatures, page II-3
2.Please revise to clarify the signature of your authorized representative in the United
States.  In that regard, it appears that Colleen De Vries is signing on behalf of another
company, but such company has not been identified in the signature block.
Exhibits
3.We note that the legal opinion and consent filed as Exhibit 99.2 is dated February 10,
2023, and states that such Opinion is issued solely based on the Documents PRC
counsel had received from the Company and the PRC Subsidiaries as of the date of the
Opinion.  We further note that statements attributable to counsel regarding subsequent
developments have been added to your prospectus disclosure since such time. Please file
an updated opinion and consent from counsel.
            You may contact Joseph Klinko, Staff Accountant, at 202-551-3824 or Lily Dang, Staff
Accountant, at 202-551-3867 if you have questions regarding comments on the financial
statements and related matters. Please contact Liz Packebusch, Staff Attorney, at 202-551-8749
or Laura Nicholson, Special Counsel, at 202-551-3584 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       William S. Rosenstadt

CORRESP
1
filename1.htm

Haoxin Holdings Limited

Room 329-1, 329-2, No.1 Xingye Yi Road

Ningbo Free Trade Zone

Ningbo, Zhejiang Province 315807

People’s Republic of China

June 6, 2023

Division of Corporation Finance

Office of Energy & Transportation

U.S. Securities and Exchange
Commission

Washington, D.C. 20549-4720

Attn: Liz Packebusch

    Re:

    Haoxin Holdings Limited

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

    Filed May 10, 2023

    File No. 333-269681

Dear Ms. Packebusch,

This letter is in response to your letter on May
22, 2023 in which you provided comments to Amendment No. 2 to Registration Statement on Form F-1 (the “F-1”) of Haoxin Holdings
Ltd (the “Company”) filed with the U.S. Securities and Exchange Commission on May 10, 2022. On the date hereof, the Company
has submitted Amendment No. 3 to Registration Statement on Form F-1 (“Amendment No. 3”). We set forth below in bold the
comment in your letter relating to the Registration Statement followed by our response to each comment.

Amendment No. 2 to Registration Statement
on Form F-1 filed May 10, 2023

Cover Page

Our business could be materially harmed
by the ongoing coronavirus (COVID-19) pandemic, page 45

    1.
    We note your disclosure that you have been actively collecting necessary disclosure for filing purposes to the CSRC in order to fully comply with necessary filing procedures pursuant to the Trial Measures, and that you will file with the CSRC once you have prepared all required filing documents. Please reconcile this with disclosure in your next sentence indicating that, as of the date of the prospectus, according to your PRC counsel, PacGate Law Group, no relevant PRC laws or regulations in effect require that you obtain permission from any PRC authorities to issue securities to foreign investors. Also, please provide updates in forthcoming amendments disclosing the status of your application to the CSRC under the Trial Measures.

RESPONSE: We note the Staff’s comment,
and in response hereto, respectfully advise the Staff that (a) although the filing procedure under the Trial Measures should be
completed by the Company with the CSRC prior to this offering and listing, according to our PRC counsel, a filing with the PRC
governmental authorities should not be deemed the same as a governmental approval or permission process under the PRC regulation, and (b) we have updated the disclosure to further add and specify the filing as a pre-offering and listing governmental
procedure on the cover page and pages 10, 11, 13, 17, 21, 24 and 27 in Amendment No. 3.

The filing
with the CSRC is required in connection with this offering, and we cannot predict, whether
we will be able to complete such filing, page 26

    2.
    We note your disclosure that, once your registration statement on Form F-1 has been declared effective, you will be required to complete necessary filing procedures pursuant to the Trial Measures to complete this offering and listing. Please reconcile this disclosure with your disclosure that domestic enterprises shall complete filings with the CSRC prior to their overseas offerings and listings.

RESPONSE: We note the Staff’s comment, and
in response hereto, respectfully advise the Staff that we have updated the disclosure on page 26 in Amendment No. 3 to state that “we will be required to complete necessary filing procedures pursuant to the Trial Measures
prior to the completion of this offering and listing.”

Dilution, page 61

    3.

    Based on your definition of net tangible book
    value on page 61, please clarify how you determined that at December 31, 2022, your net tangible book value was $12,234,293 or $1.02 per
    ordinary share, and your pro forma net tangible book value was $24,675,093 or $1.66 per ordinary share, given your December 31, 2022 historical
    balance sheet balances on page F-4 and your pro forma as adjusted equity balance on page 60.

    Additionally, if the underwriters exercise their
    over-allotment option in full, clarify why the per share amounts presented in the table do not match the per share amounts disclosed in
    the second paragraph below the table.

    Please revise all numbers in the Dilution section
    as appropriate.

RESPONSE: We note the Staff’s comment, and
in response hereto, respectfully advise the Staff that we have revised our disclosures on page 60 and 61.

The following table illustrates the calculation
of our net tangible book value:

    Actual
    Pro Forma
 As
 Adjusted

    USD
    USD

    Net Total Assets
    $ 12,385,766
    $ 24,885,766

    Deferred Tax Assets
    $ (68,433 )
    $ (68,433 )

    Right-of-Use Assets
    $ (54,449 )
    $ (54,449 )

    Deferred Offering Costs
    $ (312,606 )
    $ (312,606 )

    Net Tangible Book Value
    $ 11,950,278
    $ 24,450,278

Management’s Discussion and Analysis

Results of Operations, page 65

Revenues, page 66

    4.

    We note you disclosed in the first paragraph that
    your revenues decreased by approximately $1 million or 3.3% from $29.9 million in fiscal year 2021 to $28.9 million in fiscal year 2022.
    If excluding the effect of exchange rate, your revenue increased 2.1% from RMB 190.7 million in 2021 to RMB 194.8 million in 2022. This
    appears to suggest that in 2022, you had an increase in RMB revenues due to business activities, which was more than offset by a decrease
    in US$ revenues due to exchange rate effect.

    However your discussions in the subsequent paragraphs
    appear to describe the $1 million revenue decrease as attributable to a net decrease in business activities (for example, fierce competition
    in urban delivery services in the Huanan area), without any quantifications of revenue changes due to business activities versus due to
    exchange rate effect.

    Please revise to clarify or resolve the disclosure
    inconsistencies.

RESPONSE: We note the Staff’s comment,
and in response hereto, respectfully advise the Staff that we have revised our disclosures on page 66 regarding the revenue increase/decrease
as follows:

For the year ended December 31, 2022, our total revenue was $28,948,039 as compared to $29,925,498 for the year ended December
31, 2021, representing a decrease of $977,459 or 3.3%. Excluding the currency impact of $1,233,608, our total revenue increased by $256,149.
The increase is primarily due to the growth in domestic demand of Huadong area where we mainly conducted our temperature-controlled truckload
business.

    2

Audited Financial Statements as of and for
the Fiscal Year ended December 31, 2022 Note 13 - Shareholders’ Equity, page F-34

    5.
    We note that you have not addressed our prior comment 6 as indicated in your response letter dated March 7, 2023. Please expand your disclosure to describe whether your additional paid in capital balance of $2,957,300, as presented on page F-4, was contributed in cash or in other manner. Pursuant to Item 9.E.1. of Form 20-F, applicable via Form F-1 Item 4.a., ensure that only the cash contribution amount is reflected in the consideration by existing shareholders per your dilution table on page 61.

RESPONSE: We note the Staff’s comment, and
in response hereto, respectfully advise the Staff that we have revised our disclosures on page F-34 and 61. All additional paid in capital
balance of $2,957,300, as presented on page F-4, was contributed in cash.

    6.

    We note that you have not fully addressed our
    prior comment 7 as indicated in your response letter dated March 7, 2023. Please expand your disclosure to clarify whether you received
    any consideration in exchange for the January 19, 2023, issuances of 7,199,444 Class A and 4,799,556 Class B ordinary shares, and if no
    consideration was received, reason(s) for the issuances.

    Explain why you and your auditors referred to
    the retroactive adjustments of the January 19, 2023 shares as “nominal” issuance of shares on pages 6, F-2 to F-6 and F-36,
    when these shares represented virtually all of your 12 million shares issued and outstanding at December 31, 2022 on a retroactively adjusted
    basis. Additionally, adjust the number of shares per your table on page 6 to show the shares on a restated basis.

RESPONSE: We note the Staff’s comment, and in
response hereto, respectfully advise the Staff that the purpose of the issuance of shares on January 19, 2023, was to restructure the
number of outstanding ordinary shares prior to our IPO. While the shares were issued at par value of $0.0001 (“nominal consideration”),
they were issued subsequently and as part of the Company’s share recapitalization. The 12 million shares were issued to all existing
shareholders on a pro rata basis, based on their previous ownership percentages of the operating entity immediately prior to the restructuring.

The Codification of Staff Accounting Bulletins,
Topic 4: Equity Accounts, D. Earnings Per Share Computations in An Initial Public Offering (“SAB Topic 4.D”) or codified in
ASC 260-10-S99-1, defines Pre-IPO common stock issued for nominal consideration is considered to be “nominal issuance”. In
accordance with ASC 260-10-55-12, the nominal issuance is considered recapitalization in substance and shall be reflected in manner similar
to a stock split or stock dividend for which retroactive treatment is required.

In order to eliminate any possible misunderstanding,
we have revised our disclosures on F-4 to F-6 and F-36.

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

    Sincerely,

    /s/ Zhengjun
    Tao

    Zhengjun Tao

    Chief Executive Officer

3

United States securities and exchange commission logo
May 22, 2023
Zhengjun Tao
Chief Executive Officer
Haoxin Holdings Limited
Room 329-1, 329-2, No.1 Xingye Yi Road
Ningbo Free Trade Zone
Ningbo, Zhejiang Province 315807
People's Republic of China
Re:Haoxin Holdings Limited
Amendment No. 2 to Registration Statement on Form F-1
Filed May 10, 2023
File No. 333-269681
Dear Zhengjun Tao:
            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 21, 2023 letter.
Amendment No. 2 to Registration Statement on Form F-1 filed May 10, 2023
Cover Page
1.We note your disclosure that you have been actively collecting necessary disclosure for
filing purposes to the CSRC in order to fully comply with necessary filing procedures
pursuant to the Trial Measures, and that you will file with the CSRC once you have
prepared all required filing documents. Please reconcile this with disclosure in your next
sentence indicating that, as of the date of the prospectus, according to your PRC counsel,
PacGate Law Group, no relevant PRC laws or regulations in effect require that you obtain
permission from any PRC authorities to issue securities to foreign investors. Also, please

 FirstName LastNameZhengjun Tao
 Comapany NameHaoxin Holdings Limited
 May 22, 2023 Page 2
 FirstName LastName
Zhengjun Tao
Haoxin Holdings Limited
May 22, 2023
Page 2
provide updates in forthcoming amendments disclosing the status of your application to
the CSRC under the Trial Measures.
The filing with the CSRC is required in connection with this offering, and we cannot predict
whether we will be able to complete such filing, page 26
2.We note your disclosure that, once your registration statement on Form F-1 has been
declared effective, you will be required to complete necessary filing procedures pursuant
to the Trial Measures to complete this offering and listing. Please reconcile this disclosure
with your disclosure that domestic enterprises shall complete filings with the CSRC prior
to their overseas offerings and listings.
Dilution, page 61
3.Based on your definition of net tangible book value on page 61, please clarify how you
determined that at December 31, 2022, your net tangible book value was $12,234,293 or
$1.02 per ordinary share, and your pro forma net tangible book value was $24,675,093 or
$1.66 per ordinary share, given your December 31, 2022 historical balance sheet balances
on page F-4 and your pro forma as adjusted equity balance on page 60.

Additionally, if the underwriters exercise their over-allotment option in full, clarify why
the per share amounts presented in the table do not match the per share amounts disclosed
in the second paragraph below the table.

Please revise all numbers in the Dilution section as appropriate.
Management's Discussion and Analysis
Results of Operations, page 65
Revenues, page 66
4.We note you disclosed in the first paragraph that your revenues decreased by
approximately $1 million or 3.3% from $29.9 million in fiscal year 2021 to $28.9 million
in fiscal year 2022. If excluding the effect of exchange rate, your revenue increased 2.1%
from RMB 190.7 million in 2021 to RMB 194.8 million in 2022. This appears to suggest
that in 2022, you had an increase in RMB revenues due to business activities, which was
more than offset by a decrease in US$ revenues due to exchange rate effect.

However your discussions in the subsequent paragraphs appear to describe the $1 million
revenue decrease as attributable to a net decrease in business activities (for
example, fierce competition in urban delivery services in the Huanan area), without any
quantifications of revenue changes due to business activities versus due to exchange rate
effect.

Please revise to clarify or resolve the disclosure inconsistencies.

 FirstName LastNameZhengjun Tao
 Comapany NameHaoxin Holdings Limited
 May 22, 2023 Page 3
 FirstName LastName
Zhengjun Tao
Haoxin Holdings Limited
May 22, 2023
Page 3
Audited Financial Statements as of and for the Fiscal Year ended December 31, 2022
Note 13 - Shareholders' Equity, page F-34
5.We note that you have not addressed our prior comment 6 as indicated in your response
letter dated March 7, 2023.  Please expand your disclosure to describe whether your
additional paid in capital balance of $2,957,300, as presented on page F-4, was
contributed in cash or in other manner.  Pursuant to Item 9.E.1. of Form 20-F, applicable
via Form F-1 Item 4.a., ensure that only the cash contribution amount is reflected in the
consideration by existing shareholders per your dilution table on page 61.
6.We note that you have not fully addressed our prior comment 7 as indicated in your
response letter dated March 7, 2023.  Please expand your disclosure to clarify whether you
received any consideration in exchange for the January 19, 2023 issuances of 7,199,444
Class A and 4,799,556 Class B ordinary shares, and if no consideration was received,
reason(s) for the issuances.

Explain why you and your auditors referred to the retroactive adjustments of the January
19, 2023 shares as “nominal” issuance of shares on pages 6, F-2 to F-6 and F-36, when
these shares represented virtually all of your 12 million shares issued and outstanding at
December 31, 2022 on a retroactively adjusted basis. Additionally, adjust the number of
shares per your table on page 6 to show the shares on a restated basis.

            You may contact Joseph Klinko, Staff Accountant, at 202-551-3824 or Lily Dang, Staff
Accountant, at 202-551-3867 if you have questions regarding comments on the financial
statements and related matters. Please contact Liz Packebusch, Staff Attorney, at 202-551-8749
or Laura Nicholson, Special Counsel, at 202-551-3584 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       William S. Rosenstadt

CORRESP
1
filename1.htm

Haoxin Holdings Limited

Room 329-1, 329-2, No.1 Xingye Yi Road

Ningbo Free Trade Zone

Ningbo, Zhejiang Province 315807

People’s Republic of China

May 9, 2023

Division of Corporation Finance

Office of Energy & Transportation

U.S. Securities and Exchange
Commission

Washington, D.C. 20549-4720

Attn: Liz Packebusch

    Re:

    Haoxin Holdings Limited

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

    Submitted March 7, 2023

    File No. 333-269681

Dear Ms. Packebusch,

This letter is in response to your letter March
21, 2023 in which you provided comments to Registration Statement on Form F-1 (the “F-1”) of Haoxin Holdings Ltd (the “Company”)
filed with the U.S. Securities and Exchange Commission on March 7, 2023. On the date hereof, the Company has submitted Amendment No. 2
to Registration Statement on Form F-1 (“Amendment No. 2”). We set forth below in bold the comment in your letter relating
to the Registration Statement followed by our response to each comment.

Amendment No. 1 to Registration Statement
on Form F-1 filed March 7, 2023

Exhibits

    1.
    We note your response to prior comment 8 and reissue it in part. Please have counsel revise the opinion filed as Exhibit 5.1 to include the number of shares being offered and upon which counsel is opining.

RESPONSE: We note the Staff’s comment, and
in response hereto, respectfully advise the Staff that an erroneous version of Exhibit 5.1 was attached in the latest submission, and
we have attached the correct version of 5.1 opinion to Amendment No. 2.

    2.
    We note that you have filed a form of underwriting agreement as Exhibit 1.1 to your registration statement and that Exhibit 1.1 makes references to, but does not include as Exhibit A, the form of lock-up agreement. Please refile Exhibit 1.1 to include the form of lock-up agreement as an exhibit thereto.

RESPONSE: We note the Staff’s comment, and
in response hereto, respectfully advise the Staff that we have reattached Exhibit 1.1 to include all Exhibits referenced therein in Amendment
No. 2.

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

    Sincerely,

    /s/ Zhengjun Tao

    Zhengjun Tao

    Chief Executive Officer

United States securities and exchange commission logo
March 21, 2023
Zhengjun Tao
Chief Executive Officer
Haoxin Holdings Limited
Room 329-1, 329-2, No.1 Xingye Yi Road
Ningbo Free Trade Zone
Ningbo, Zhejiang Province 315807
People's Republic of China
Re:Haoxin Holdings Limited
Amendment No. 1 to Registration Statement on Form F-1
Filed March 7, 2023
File No. 333-269681
Dear Zhengjun Tao:
            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 February 23, 2023 letter.
Amendment No. 1 to Registration Statement on Form F-1 filed March 7, 2023
Exhibits
1.We note your response to prior comment 8 and reissue it in part. Please have counsel
revise the opinion filed as Exhibit 5.1 to include the number of shares being offered and
upon which counsel is opining.
2.We note that you have filed a form of underwriting agreement as Exhibit 1.1 to your
registration statement and that Exhibit 1.1 makes references to, but does not include
as Exhibit A, the form of lock-up agreement. Please refile Exhibit 1.1 to include the form

 FirstName LastNameZhengjun Tao
 Comapany NameHaoxin Holdings Limited
 March 21, 2023 Page 2
 FirstName LastName
Zhengjun Tao
Haoxin Holdings Limited
March 21, 2023
Page 2
of lock-up agreement as an exhibit thereto.
            You may contact Joseph Klinko, Staff Accountant, at 202-551-3824 or Lily Dang, Staff
Accountant, at 202-551-3867 if you have questions regarding comments on the financial
statements and related matters. Please contact Liz Packebusch, Staff Attorney, at 202-551-8749
or Laura Nicholson, Special Counsel, at 202-551-3584 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       William S. Rosenstadt

CORRESP
1
filename1.htm

Haoxin Holdings Limited

Room 329-1, 329-2, No.1 Xingye Yi Road

Ningbo Free Trade Zone

Ningbo, Zhejiang Province 315807

People’s Republic of China

March 7, 2023

Division of Corporation Finance

Office of Energy & Transportation

U.S. Securities and Exchange
Commission

Washington, D.C. 20549-4720

Attn: Liz Packebusch

    Re:

    Haoxin Holdings Limited

    Registration Statement on Form F-1

    Submitted February 10, 2023

    File No. 333-269681

Dear Ms. Packebusch,

This letter is in response to your letter February
23, 2023 in which you provided a comment to Registration Statement on Form F-1 (the “F-1”) of Haoxin Holdings Ltd (the “Company”)
filed with the U.S. Securities and Exchange Commission on February 10, 2023. On the date hereof, the Company has submitted Amendment No.
1 to Registration Statement on Form F-1 (“Amendment No. 1”). We set forth below in bold the comment in your letter relating
to the Registration Statement followed by our response to each comment.

Registration Statement on Form F-1 filed
February 10, 2023

Overview, page 2

    1.
    We note that you have revised disclosure to describe your truckload fleet as of June 30, 2022, rather than as of the date of the prospectus. Please revise to also provide such information as of a recent date.

RESPONSE: We note the Staff’s comment, and
in response hereto, respectfully advise the Staff that we have updated the description of our truckload fleet as of the date of the prospectus
throughout Amendment No. 1 on pages 2, 4, 64, 92 and 104.

Risk Factor Summary

No established public market for our shares
prior to this offering, page 19

    2.
    Please revise to clarify your statement in this section that your “ordinary shares will not be listed on any exchange or quoted for trading on any over-the-counter trading system.” In that regard, we note your disclosure that if Nasdaq does not approve the listing application, this offering cannot be completed.

RESPONSE: We note the Staff’s comment, and
in response hereto, respectfully advise the Staff that we have further revised the disclosure regarding the listing of our ordinary shares
on page 20.

ENFORCEABILITY OF CIVIL LIABILITIES,
page 171

    4.
    We note your response to prior comment two and reissue it in part. Please revise to clarify those of your officers and directors who are located in the PRC and those that are located in Hong Kong.

RESPONSE: We note the Staff’s comment, and
in response hereto, respectfully advise the Staff that we haver further revised the disclosure regarding the location of our directors
and officers on page 172.

Financial Statements General, page F-1

    5.
    Referencing your response to prior comment 5 per your response letter dated December 23, 2022, please advise whether you still intend to include updated audited financial statements for the fiscal year ended December 31, 2022 in a future amendment to your filing. Otherwise please comply with the financial statement updating requirements of Form 20-F Item 8.A.4. and Instructions to Item 8.A.4., applicable by way of Form F-1 Item 4.a.

RESPONSE: We note the Staff’s comment, and
in response hereto, respectfully advise the Staff that we will file an updated audited financial statements for the fiscal year ended
December 31, 2022 in April 2023 in the next amendment.

Unaudited Interim Financial Statements as
of and for the Six Months ended June 30, 2022 Note 13 - Shareholders’ Equity, page F-28

    6.
    Please expand your disclosure to describe whether your additional paid in capital balance of $2,957,300, as presented on page F-4, was contributed in cash or in other manner. Pursuant to Item 9.E.1. of Form 20-F, applicable via Form F-1 Item 4.a., ensure that only the cash contribution amount is reflected in the consideration by existing shareholders per your dilution table on page 62.

RESPONSE: We note the Staff’s comment, and
in response hereto, respectfully advise the Staff that a revised description regarding additional paid in capital balance will be added
to our audited financial and footnotes for the year ended December 31, 2022 in the next amendment to Form F-1.

Note 15 - Subsequent Events, page F-29

    7.

    We note you disclosed that on January 19, 2023,
    you issued 528,000 Class A ordinary shares and 4,799,556 Class B ordinary shares to TZJ Global (BVI) Limited, and 6,671,444 Class A ordinary
    shares to 15 investors.

    Please expand your disclosure to clarify whether
    you received any consideration in exchange for these issuances of shares, and if no consideration, reason for the issuances. Additionally,
    tell us how you have considered SAB Topic 4:D. and ASC 260-10-55-12 in concluding that these shares did not require retroactive adjustments
    to your historical financial statements for all periods presented, including earnings per share.

RESPONSE: We note the Staff’s comment, and
in response hereto, respectfully advise the Staff that a revised description regarding the considerations of the new issuances will be
updated to our audited financial and footnotes for the year ended December 31, 2022 in the next amendment to Form F-1.

Exhibits

    8.
    Please have counsel revise the opinion filed as Exhibit 5.1 to include the number of shares being offered and upon which counsel is opining. Also, Exhibit 5.1 contains references to Warrant Shares, and Underwriter Warrants and the underlying Warrant Shares, which do not appear to be a part of this offering. Please have counsel revise or advise.

RESPONSE: We note the Staff’s comment, and
in response hereto, respectfully advise the Staff that we have attached an updated 5.1 opinion that has included the number of shares
being offered and removed the language regarding Warrant shares.

    2

    9.
    Please update your exhibit index to include any employment contracts required by Item 601(b)(10) of Regulation S-K, as contemplated by Item 8 of Form F-1, rather than the “forms of” employment agreement, director offer letter, and independent director offer letter. In the alternative, please tell us if these agreements are not required to be publicly filed in your home country, are not otherwise publicly disclosed, and therefore are not filed based on Item 601(b)(10)(iii)(C)(5) of Regulation S-K.

RESPONSE: We note the Staff’s comment, and
in response hereto, respectfully advise the Staff that we have included all the executed employment agreement between the Company and
director and officers, as well as independent director offer letters as exhibits 10.1, 10.2, 10.3, 10.4, 10.5 and 10.6.

General

    10.
    Please revise your registration statement to include signatures of at least a majority of your board of directors. Refer to Instruction 1 of the signature page to Form F-1.

RESPONSE: We note the Staff’s comment, and
in response hereto, respectfully advise the Staff that we have revised to Amendment No. 1 to include signatures all existing board of
directors.

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

    Sincerely,

    /s/ Zhengjun Tao

    Zhengjun Tao

    Chief Executive Officer

3

United States securities and exchange commission logo
February 23, 2023
Zhengjun Tao
Chief Executive Officer
Haoxin Holdings Limited
Room 329-1, 329-2, No.1 Xingye Yi Road
Ningbo Free Trade Zone
Ningbo, Zhejiang Province 315807
People's Republic of China
Re:Haoxin Holdings Limited
Registration Statement on Form F-1
Filed February 10, 2023
File No. 333-269681
Dear Zhengjun Tao:
            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 17, 2023 letter.
Registration Statement on Form F-1 filed February 10, 2023
Overview, page 2
1.We note that you have revised disclosure to describe your truckload fleet as of June 30,
2022, rather than as of the date of the prospectus.  Please revise to also provide such
information as of a recent date.

 FirstName LastNameZhengjun Tao
 Comapany NameHaoxin Holdings Limited
 February 23, 2023 Page 2
 FirstName LastName
Zhengjun Tao
Haoxin Holdings Limited
February 23, 2023
Page 2
Risk Factor Summary
No established public market for our shares prior to this offering, page 19
2.Please revise to clarify your statement in this section that your “ordinary shares will not be
listed on any exchange or quoted for trading on any over-the-counter trading system.”  In
that regard, we note your disclosure that if Nasdaq does not approve the listing
application, this offering cannot be completed.
Risk Factors
We are a "foreign private issuer," and our disclosure obligations differ from those of U.S.
domestic reporting companies, page 53
3.Please revise to clarify your disclosure that you will be exempt from rules requiring the
filing of current reports on Form 6-K. In that regard, it is not clear why you would be
exempt from the rules requiring the filing of reports on Form 6-K.
ENFORCEABILITY OF CIVIL LIABILITIES, page 171
4.We note your response to prior comment two and reissue it in part. Please revise to clarify
those of your officers and directors who are located in the PRC and those that are located
in Hong Kong.
Financial Statements
General, page F-1
5.Referencing your response to prior comment 5 per your response letter dated December
23, 2022, please advise whether you still intend to include updated audited financial
statements for the fiscal year ended December 31, 2022 in a future amendment to your
filing. Otherwise please comply with the financial statement updating requirements of
Form 20-F Item 8.A.4. and Instructions to Item 8.A.4., applicable by way of Form F-1
Item 4.a.
Unaudited Interim Financial Statements as of and for the Six Months ended June 30, 2022
Note 13 - Shareholders' Equity, page F-28
6.Please expand your disclosure to describe whether your additional paid in capital balance
of $2,957,300, as presented on page F-4, was contributed in cash or in other manner.
Pursuant to Item 9.E.1. of Form 20-F, applicable via Form F-1 Item 4.a., ensure that only
the cash contribution amount is reflected in the consideration by existing shareholders per
your dilution table on page 62.
Note 15 - Subsequent Events, page F-29
7.We note you disclosed that on January 19, 2023, you issued 528,000 Class A ordinary
shares and 4,799,556 Class B ordinary shares to TZJ Global (BVI) Limited, and 6,671,444
Class A ordinary shares to 15 investors.

 FirstName LastNameZhengjun Tao
 Comapany NameHaoxin Holdings Limited
 February 23, 2023 Page 3
 FirstName LastName
Zhengjun Tao
Haoxin Holdings Limited
February 23, 2023
Page 3

Please expand your disclosure to clarify whether you received any consideration in
exchange for these issuances of shares, and if no consideration, reason for the issuances.
Additionally, tell us how you have considered SAB Topic 4:D. and ASC 260-10-55-12 in
concluding that these shares did not require retroactive adjustments to your historical
financial statements for all periods presented, including earnings per share.
Exhibits
8.Please have counsel revise the opinion filed as Exhibit 5.1 to include the number of shares
being offered and upon which counsel is opining. Also, Exhibit 5.1 contains references to
Warrant Shares, and Underwriter Warrants and the underlying Warrant Shares, which do
not appear to be a part of this offering. Please have counsel revise or advise.
9.Please update your exhibit index to include any employment contracts required by
Item 601(b)(10) of Regulation S-K, as contemplated by Item 8 of Form F-1, rather than
the "forms of" employment agreement, director offer letter, and independent director offer
letter. In the alternative, please tell us if these agreements are not required to be publicly
filed in your home country, are not otherwise publicly disclosed, and therefore are not
filed based on Item 601(b)(10)(iii)(C)(5) of Regulation S-K.
General
10.Please revise your registration statement to include signatures of at least a majority of
your board of directors. Refer to Instruction 1 of the signature page to Form F-1.
            You may contact Joseph Klinko, Staff Accountant, at 202-551-3824 or Lily Dang, Staff
Accountant, at 202-551-3867 if you have questions regarding comments on the financial
statements and related matters. Please contact Liz Packebusch, Staff Attorney, at 202-551-8749
or Laura Nicholson, Special Counsel, at 202-551-3584 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       William S. Rosenstadt

CORRESP
1
filename1.htm

Haoxin Holdings Limited

Room 329-1, 329-2, No.1 Xingye Yi Road

Ningbo Free Trade Zone

Ningbo, Zhejiang Province 315807

People’s Republic of China

February 10, 2023

Division of Corporation Finance

Office of Energy & Transportation

U.S. Securities and Exchange
Commission

Washington, D.C. 20549-4720

Attn: Liz Packebusch

    Re:

    Haoxin Holdings Limited

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

    Submitted December 23, 2022

    CIK No. 0001936817

Dear Ms. Packebusch,

This letter is in response to your letter on January
17, 2023 in which you provided a comment to Amendment No. 2 to Draft Registration Statement on Form F-1 (the “DRS/A”) of Haoxin
Holdings Ltd (the “Company”) filed with the U.S. Securities and Exchange Commission on December 23, 2022. On the date hereof,
the Company has submitted Registration Statement on Form F-1 (“Form F-1”). We set forth below in bold the comment in
your letter relating to the Registration Statement followed by our response to each comment.

Amendment No. 2 to Draft Registration Statement
on Form F-1, submitted December 23, 2022

Risk Factors

Our business could be materially harmed
by the ongoing coronavirus (COVID-19) pandemic, page 45

    1.
    Please update your risk factor disclosure with respect to any material risks related to the COVID-19 pandemic. For example, we note your disclosure that your workforce remains stable during 2020, 2021 and the first half of 2022.

RESPONSE: We note the Staff’s comment, and
in response hereto, respectfully advise the Staff that we have updated the disclosure in relation to the COVID-19 pandemic on page 5 and
45 of the Form F-1.

ENFORCEABILITY OF CIVIL LIABILITIES, page
171

    2.
    We note your disclosure that a majority of your directors and officers are nationals and/or residents of countries and areas other than the United States, including the PRC and Hong Kong. Please revise to clarify those of your officers and directors who are located in the PRC and those that are located in Hong Kong.

RESPONSE: We note the Staff’s comment, and
in response hereto, respectfully advise the Staff that we have amended our disclosure on page 171 to state the members of senior management
located in the PRC and identified the relevant individuals.

Additionally, we respectfully advise the Staff
that, in response to your comment No. 9 on the letter dated October 6, 2022 and a subsequent telephonic communication, regarding an expansion
of “disclosure to clarify the extent to which [we] will continue to enjoy any exemptions as a result of [our] status as a foreign
private issuer even if [we] no longer qualify as an emerging growth company”, we have included in our disclosure on page 53 under
“Risks Related to this Offering and our Ordinary Shares – We are a “foreign private issuer,” and our disclosure
obligations differ from those of U.S. domestic reporting companies. As a result, we may not provide you the same information as U.S. domestic
reporting companies or provide information at different times, making it more difficult for you to evaluate our performance and prospects”:

For example, since the rules governing
the information that we must disclose differ from those governing U.S. corporations pursuant to the Exchange Act, even after we no longer
qualify as an emerging growth company, as long as we qualify as a foreign private issuer under the Exchange Act, we will be exempt from
certain provisions of the Exchange Act that are applicable to U.S. domestic public companies, including:

 ● the
rules under the Exchange Act prescribing the furnishing and content of proxy statements to shareholders and requirements that the proxy
statements conform to Schedule 14A of the proxy rules promulgated under the Exchange Act;

 ● the
sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under
the Exchange Act;

 ● the
sections of the Exchange Act requiring insiders (i.e., officers, directors and holders of more than 10% of our issued and outstanding
equity securities) to file public reports of their stock ownership and trading activities and liability for insiders who profit from
trades made in a short period of time;

 ● the
rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q containing unaudited financial and other
specified information, or current reports on Form 6-K upon the occurrence of specified significant events; and

 ● the
SEC rules on disclosure of compensation on an individual basis unless individual disclosure is required in our home country (Cayman Islands)
and is not otherwise publicly disclosed by us.

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

    Sincerely,

    /s/ Zhengjun Tao

    Zhengjun Tao

    Chief Executive Officer

United States securities and exchange commission logo
January 17, 2023
Zhengjun Tao
Chief Executive Officer
Haoxin Holdings Limited
Room 329-1, 329-2, No.1 Xingye Yi Road
Ningbo Free Trade Zone
Ningbo, Zhejiang Province 315807
People's Republic of China
Re:Haoxin Holdings Limited
Amendment No. 2 to Draft Registration Statement on Form F-1
Submitted December 23, 2022
CIK No. 0001936817
Dear Zhengjun Tao:
            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.
Draft Registration Statement on Form F-1 submitted December 23, 2022
Risk Factors
Our business could be materially harmed by the ongoing coronavirus (COVID-19) pandemic,
page 45
1.Please update your risk factor disclosure with respect to any material risks related to the
COVID-19 pandemic.  For example, we note your disclosure that your workforce remains
stable during 2020, 2021 and the first half of 2022.

 FirstName LastNameZhengjun Tao
 Comapany NameHaoxin Holdings Limited
 January 17, 2023 Page 2
 FirstName LastName
Zhengjun Tao
Haoxin Holdings Limited
January 17, 2023
Page 2
ENFORCEABILITY OF CIVIL LIABILITIES, page 171
2.We note your disclosure that a majority of your directors and officers are nationals and/or
residents of countries and areas other than the United States, including the PRC and Hong
Kong. Please revise to clarify those of your officers and directors who are located in the
PRC and those that are located in Hong Kong.
            You may contact Joseph Klinko, Staff Accountant, at 202-551-3824 or Lily Dang, Staff
Accountant, at 202-551-3867 if you have questions regarding comments on the financial
statements and related matters. Please contact Liz Packebusch, Staff Attorney, at 202-551-8749
or Laura Nicholson, Special Counsel, at 202-551-3584 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       William S. Rosenstadt

United States securities and exchange commission logo
December 16, 2022
Zhengjun Tao
Chief Executive Officer
Haoxin Holdings Limited
Room 329-1, 329-2, No.1 Xingye Yi Road
Ningbo Free Trade Zone
Ningbo, Zhejiang Province 315807
People's Republic of China
Re:Haoxin Holdings Limited
Amendment No. 1 to Draft Registration Statement on Form F-1
Submitted December 5, 2022
CIK No. 0001936817
Dear Zhengjun Tao:
            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 October 6, 2022 letter.
Amendment No. 1 to Draft Registration Statement on Form F-1, submitted December 5, 2022
Cover Page
1.We note your disclosure that your former auditor, Friedman LLP, and current
auditor, Marcum Asia CPAs LLP, are not subject to the determinations announced by the
PCAOB on December 16, 2021. However, we also note your disclosure that the company
is subject to regulations under the HFCAA. Please revise this statement to clarify whether
the Holding Foreign Companies Accountable Act and related regulations currently affect
the company.

 FirstName LastNameZhengjun Tao
 Comapany NameHaoxin Holdings Limited
 December 16, 2022 Page 2
 FirstName LastName
Zhengjun Tao
Haoxin Holdings Limited
December 16, 2022
Page 2
Prospectus Summary, page 1
2.We note your response to prior comment 3, and reissue such comment in part. We note
your definition of "China” or the “PRC,” referring to the People’s Republic of China,
excludes Taiwan and the special administrative regions of Hong Kong and Macau. Please
revise your disclosure throughout your filing to clarify that the legal and operational risks
associated with operating in China also apply to your operations in Hong Kong, including
a clear statement in this section and in your risk factors disclosure that the legal and
operational risks associated with operating in China also apply to your operations in Hong
Kong. In addition, clarify that the PRC government has significant authority to intervene
or influence your Hong Kong subsidiary at any time, which could result in a material
adverse change to your business, prospects, financial condition, and results of operations,
and the value of your securities. In this regard, please ensure that your disclosure does not
narrow risks related to operating in the PRC to mainland China only.
3.We note your disclosure that your customers have been negatively impacted by the
ongoing impact of COVID-19, with revenue generated from your top 10 customers
reduced by $1,516,035 or 21.5%.  Please revise to specify the period during which such
revenue was reduced.
Related Party Transactions, page 143
4.We note your response to prior comment 16, and reissue such comment in part.  With
respect to the amounts due to or from related parties that are described on page 143, please
describe the nature and extent of the underlying transactions.  For example, describe the
nature and extent of the arrangement or agreement that resulted in $82,393 due from
Shenzhen Longanda Environmental Protection Equipment Co., Ltd. as of June 30, 2022.
Please ensure that such information is provided for the period since the beginning of the
company’s preceding three financial years up to the date of the document.  Refer to Item 4
of Form F-1 and Item 7.B.1 of Form 20-F.
Financial Statements
General, page F-1
5.Please advise whether you have published interim financial information covering a more
current period than the six months ended June 30, 2022 that need to be included in your
registration statement pursuant to Item 4(a) of Form F-1 applicable via Form 20-F Item
8.A.5 and Instructions to Item 8.A.5, and whether you are able to represent that you are
not required to comply with the 12-month requirement per Item 8.A.4 and Instructions to
Item 8.A.4.

 FirstName LastNameZhengjun Tao
 Comapany NameHaoxin Holdings Limited
 December 16, 2022 Page 3
 FirstName LastName
Zhengjun Tao
Haoxin Holdings Limited
December 16, 2022
Page 3
Note 6 - Property and Equipment, Net, page F-18
6.We note your response to prior comment 11.  Please add similar disclosures and table to
your Note 6, for both your year end and subsequent interim financial statements,
discussing the different arrangements and accounting treatments for all the vehicles you
own, and showing in the table, as of the end of each period presented, your vehicles and
your equipment balances by categories, also adding to the table a total book value, and
ensuring that such total matches your reported total property and equipment, net balance
as of each corresponding period end.
            You may contact Joseph Klinko, Staff Accountant, at 202-551-3824 or Lily Dang, Staff
Accountant, at 202-551-3867 if you have questions regarding comments on the financial
statements and related matters. Please contact Liz Packebusch, Staff Attorney, at 202-551-8749
or Laura Nicholson, Special Counsel, at 202-551-3584 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       William S. Rosenstadt

United States securities and exchange commission logo
October 6, 2022
Zhengjun Tao
Chief Executive Officer
Haoxin Holdings Limited
Room 329-1, 329-2, No.1 Xingye Yi Road
Ningbo Free Trade Zone
Ningbo, Zhejiang Province 315807
People's Republic of China
Re:Haoxin Holdings Limited
Draft Registration Statement on Form F-1
Submitted September 9, 2022
CIK No. 0001936817
Dear Zhengjun Tao:
            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 submitted September 9, 2022
Cover Page
1.Please revise to clarify whether the company is subject to the Holding Foreign Companies
Accountable Act and related regulations.
2.In the section that begins, "The structure of cash flows within our organization," please
provide cross-references to your condensed consolidating schedules and the consolidated
financial statements.

 FirstName LastNameZhengjun Tao
 Comapany NameHaoxin Holdings Limited
 October 6, 2022 Page 2
 FirstName LastNameZhengjun Tao
Haoxin Holdings Limited
October 6, 2022
Page 2
Prospectus Summary, page 1
3.We note your definition of "China” or the “PRC,” referring to the People’s Republic of
China, excludes Taiwan and the special administrative regions of Hong Kong and
Macau. Please revise your disclosure throughout to clarify that the legal and
operational risks associated with operating in China also apply to your operations in Hong
Kong. For instance, clarify that the PRC government has significant authority to intervene
or influence your Hong Kong subsidiary at any time, which could result in a material
adverse change to your business, prospects, financial condition, and results of operations,
and the value of your securities. In addition, discuss any commensurate laws and
regulations in Hong Kong, where applicable throughout the prospectus, and the risks and
consequences to you associated with those laws and regulations. As an example, if certain
of your directors are located in Hong Kong, expand your disclosure related to the
enforceability of civil liabilities to address Hong Kong.
4.Please describe the nature of your “urban delivery service” business.
5.We note your disclosure that you “value” a digitized management system in which
temperature control can be accessed throughout the whole transportation process through
advanced vehicle GPS positioning and real-time temperature monitoring system.  Please
revise to clarify whether you currently use such a system.
Risk Factors
The Chinese government exerts substantial influence over the manner in which we must conduct
our business activities, page 21
6.Please revise to highlight the risk that the Chinese government may intervene in your
operations at any time. Please also explain to what extent you believe that you are
compliant with the regulations or policies that have been issued by the Cyberspace
Administration of China to date.
Our business and growth are significantly affected by the emergence of new retail..., page 37
7.We note your disclosure that macroeconomic conditions, including inflation, can impact
the development of the retail industry in China and elsewhere. Please update this risk
factor in future amendments if recent inflationary pressures have materially impacted your
operations. In this regard, identify the types of inflationary pressures you are facing and
how your business has been affected.
We face risks associated with the items we deliver and the contents of shipments and inventories
handled through our service network, page 38
8.We note your disclosure on page 103 that under the terms that are generally contained in
your agreements with major customers, you will be liable for any damages to the goods,
equipment and premises of the customers caused by you during the provision of your
transportation services, and your disclosure that you are also liable for any loss or

 FirstName LastNameZhengjun Tao
 Comapany NameHaoxin Holdings Limited
 October 6, 2022 Page 3
 FirstName LastNameZhengjun Tao
Haoxin Holdings Limited
October 6, 2022
Page 3
damages to the goods that are in your custody and for any non-compliance of relevant
laws and regulations in the PRC.  Please include such information in your risk factor
disclosure.
We are an "emerging growth company,"...
We are a "foreign private issuer,"..., page 51
9.Please expand your disclosure to clarify the extent to which you will continue to enjoy any
exemptions as a result of your status as a foreign private issuer even if
you no longer qualify as an emerging growth company.
Use of Proceeds, page 56
10.Please revise to describe the “Acquisition and alliance” items in your Use of Proceeds
table.
Management's Discussion and Analysis
Overview, page 60
11.We note your disclosure on pages 2, 4, 60, 78, 90 and 93, explaining that you own and
operate a fleet of 72 tractors, 156 trailers and 61 vans.  However, in Notes 6 and 9 to the
financial statements on pages F-18 and F-23, you appear to report substantially all of your
property and equipment as "revenue equipment", some of which held under leases from
third parties.

Please modify the referenced disclosures as necessary to (i) differentiate between owned
and leased assets in describing your fleet, (ii) clarify the extent of your reliance on leasing
arrangements, and (iii) provide a summary of your obligations and options to acquire
assets that are not already owned, or a cross reference to such details in the financial
statement notes.
Covid-19 Continues to Affect, page 62
12.Please expand your disclosures to clarify or reconcile statements that your financial results
for the first half of 2022 “had been adversely affected” due to the ongoing impact of
COVID-19, and that transportation demand from your top 10 customers had been
“significantly reduced,” with those explaining that the impact from temporary office
closures were not significant, that you have not experienced significant collection issues,
and that you “do not see a significant decline in revenue for the first half of 2022.” Please
identify those aspects of your financial results that have been adversely affected and
quantify the associated effects.
13.We note your disclosure at page 5 that the effects of a subvariant of the Omicron variant
of COVID-19 may have the effect of increasing already-existing supply chain problems.
Please discuss whether supply chain disruptions materially affect your outlook or business
goals. Specify whether these challenges have materially impacted your results of

 FirstName LastNameZhengjun Tao
 Comapany NameHaoxin Holdings Limited
 October 6, 2022 Page 4
 FirstName LastNameZhengjun Tao
Haoxin Holdings Limited
October 6, 2022
Page 4
operations or capital resources and quantify, to the extent possible, how your sales, profits,
and/or liquidity have been impacted.
Credit Facilities, page 69
14.Please file your material contracts as exhibits with your registration statement. In this
regard, please file as exhibits any written agreements related to the debt obligations set
forth beginning at page 69, or advise us why you do not believe you are required to do so.
Refer to Item 8 of Form F-1 and Items 601(b)(4) and 601(b)(10) of Regulation S-K.
Management, page 124
15.Please disclose all principal directorships of each director and director nominee.  For
example, it appears that Mikael Charette also serves as a director of MingZhu Logistics
Holdings Limited.  Refer to Item 4 of Form F-1 and Item 6.A.2 of Form 20-F.
Related Party Transactions, page 130
16.Please expand your disclosure on page 130 to clarify the nature of the transactions
described in this section as "advances for operational purposes." Refer to Item 4 of Form
F-1 and Item 7.B.1 of Form 20-F. In addition, please describe the nature and extent of the
transportation services agreement with Zhejiang Zhoushan Yamei Container
Transportation Co., Ltd. referenced on page 39.
Financial Statements, page F-1
17.Please update your filing to include interim financial statements and related disclosures
covering the six months ended June 30, 2022, to comply with Item 8.A.5 and Item 5 of
Form 20-F, applicable pursuant to Item 4(a) of Form F-1.
Note 1 - Nature of business and organization, page F-7
Reorganization, page F-7
18.We note your disclosure concerning the reorganization, stating that the controlling
shareholder of Haoxin Cayman “is same as of Haoxin prior to the reorganization,” and we
see that you define Haoxin as Ningbo Haoxin International Logistics Co., Ltd.  However,
in your organization chart on page 3, you indicate that this entity will be referred to as
“Ningbo Haoxin” rather than Haoxin.  Please revise disclosures throughout the filing as
necessary to utilize the same abbreviated term for the entity.  Please also clarify under this
heading whether your reference to “Loganda” refers to Shenzhen Longanda Freight Co.,
Ltd., as appears to be the intent.
Note 13 - Shareholders' equity, page F-28
19.We note your disclosure indicating that you had issued 556 Class A ordinary shares and
444 Class B ordinary shares on April 26, 2022, and we see that you have recast your
equity presentation on page F-5 to reflect this change in capital structure.  We also see that

 FirstName LastNameZhengjun Tao
 Comapany NameHaoxin Holdings Limited
 October 6, 2022 Page 5
 FirstName LastName
Zhengjun Tao
Haoxin Holdings Limited
October 6, 2022
Page 5
you have disclosure following page F-32, indicating that you may be offering 3 million
Class A ordinary shares.

Please describe for us any plans to further adjust the capital structure in conjunction with
your offering and explain how you expect the ownership interests of the current
shareholder group to change as a result.  Please also expand your disclosure under this
heading to describe the conversion and voting provisions associated with your Class A
and Class B ordinary shares, including the circumstances under which conversion may
occur, and to clarify whether you regard the economic interests of these securities to be
identical, notwithstanding the different voting provisions.
General
20.Please include the delaying amendment legend required by Item 501(a) of Regulation S-K
not later than the first public filing of your registration statement.
21.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 Joseph Klinko, Staff Accountant, at 202-551-3824 or Lily Dang, Staff
Accountant, at 202-551-3867 if you have questions regarding comments on the financial
statements and related matters.  Please contact Liz Packebusch, Staff Attorney, at 202-551-8749
or Laura Nicholson, Special Counsel, at 202-551-3584 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       William S. Rosenstadt