SecProbe.io

CORRESP
 1
 filename1.htm

 January
14, 2026

 VIA
EDGAR

 U.S.
Securities and Exchange Commission

 Division of Corporation Finance

 Office of Technology

 100 F Street, N.E.

 Washington, D.C. 20549

 Attn:
 Ms.
 Jan Woo, Legal Branch Chief

 Re:
 Li Bang International Corporation Inc.
 Registration Statement on Form F-3 (File No. 333-291772)

 Ladies
and Gentlemen:

 Pursuant
to Rule 461 of Regulation C (" Rule 461 ") promulgated under the Securities Act of 1933, as amended, the undersigned
registrant (the " Registrant ") hereby requests that the effectiveness of the above-referenced Registration Statement
on Form F-3 (the " Registration Statement ") be accelerated to, and that the Registration Statement become effective
at, 4:00 p.m., Eastern Time on January 16, 2026, or as soon thereafter as practicable.

 If
there is any change in the acceleration request set forth above, the Registrant will promptly notify you of the change, in which case
the Registrant may be making an oral request of acceleration of the effectiveness of the Registration Statement in accordance with Rule
461. Such request may be made by an executive officer of the Registrant or by any attorney from the Registrant's U.S. counsel,
VCL Law LLP.

 If
you have any questions regarding this request and to provide notice of effectiveness, please contact Fang Liu by phone at +1 (703) 919-7285
or via email at fliu@vcllegal.com.

 Very
 truly yours,

 Li
 Bang International Corporation Inc.

 By:
 /s/
 Feng Huang

 Name:
 Feng
 Huang

 Title:
 Chairman
 of the Board and Chief Executive Officer

 cc:
 Fang Liu, Esq., VCL Law LLP

CORRESP
1
filename1.htm

Li Bang International Corporation Inc.

No. 190 Xizhang Road, Gushan Town, Jiangyin City

Jiangsu Province, People’s Republic of China

September 26, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

100 F Street, NE

Washington, D.C., 20549

Attn: Mr. Jeff Kauten

    Re:
    Li Bang International Corporation Inc.

    Registration Statement on Form F-1, as amended (File No. 333-262367)

    Request for Acceleration of Effectiveness

Dear Mr. Kauten:

In accordance with Rule 461
of the General Rules and Regulations under the Securities Act of 1933, as amended, Li Bang International Corporation Inc. hereby
requests that the effectiveness of the above-referenced Registration Statement on Form F-1, as amended be accelerated to and that
the Registration Statement become effective at 5:15 p.m., Eastern Time, on September 30, 2024, or as soon thereafter as practicable.

    Very truly yours,

    Li Bang International Corporation Inc.

    By:
    /s/ Feng Huang

    Name:
    Feng Huang

    Title:

    Chief Executive Officer and

    Chairman of the Board

CORRESP
1
filename1.htm

Craft Capital Management LLC

377 Oak St #402,

Garden City, NY 11530

EF Hutton LLC

590 Madison Ave 39th floor,

New York, NY 10022

As representatives of the prospective underwriters

September 26, 2024

VIA EDGAR

Division of Corporation Finance

Office of Trade & Services

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

    Re:
    Li Bang International Corporation Inc.

    Registration Statement on Form F-1, as amended (File No. 333-262367)

    Request for Acceleration of Effectiveness

Ladies and Gentlemen:

We hereby join the Company’s request for
acceleration of the above-referenced Registration Statements, requesting effectiveness for 5:15 p.m., Eastern Time on September 30,
2024, or as soon thereafter as is practicable.

Pursuant to Rule 460 of the General Rules and
Regulations promulgated under the Securities Act of 1933, as amended, we wish to advise you that copies of the proposed form of the preliminary
prospectus have been distributed and will continue to be distributed to prospective underwriters, dealers, institutional investors, and
others who are reasonably anticipated to participate in the distribution of the securities, as deemed necessary to ensure adequate distribution
of the preliminary prospectus.

We have been advised by the prospective underwriters
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.

[Signature page follows]

    Very truly yours,

    As representatives of the prospective underwriters

    Craft Capital Management LLC

    By:
     /s/ Stephen Kiront

    Name: Stephen Kiront

    Title: Chief Operating Officer

    EF Hutton LLC

    By:
     /s/ Stephanie Hu

    Name: Stephanie Hu

    Title: Co-Head of Investment Banking

[Signature Page to Underwriter Acceleration
Request]

CORRESP
1
filename1.htm

LI BANG INTERNATIONAL CORPORATION INC.

No. 190 Xizhang Road, Gushan Town

Jiangyin City, Jiangsu Province

People’s Republic of China

September 6, 2024

Via Edgar Correspondence

Melissa Kindelan

Division of Corporation Finance

Office of Technology

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

    Re:
    Li Bang International Corporation Inc.

    Amendment No. 12 to Registration Statement on Form F-1

    Filed August 23, 2024

    File No. 333-262367

Dear Ms. Kindelan:

This letter is in response to the letter dated
September 3, 2024 from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (“SEC”) addressed
to Li Bang International Corporation Inc. (the “Company”, “we”, and “our”). For ease of reference,
we have recited SEC’s comments in this response and numbered them accordingly. An amended registration statement on Form F-1 (the
“Amendment No. 13 to the Registration Statement”) is being submitted to accompany this letter.

Amendment No. 12 to Registration Statement
on Form F-1

General

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

RESPONSE: We note the Staff’s comment,
and in response thereto, respectfully advise the Staff that we have filed the Request for Waiver and Representation under Item 8.A.4 of
Form 20-F as exhibit 99.8 to the Amendment No. 13 to the Registration Statement.

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., or Mengyi “Jason” Ye, Esq. of Ortoli Rosenstadt LLP at
wsr@orllp.legal or jye@orllp.legal.

    Li Bang International Corporation Inc.

    /s/ Huang Feng

    Name:
    Huang Feng

    Title:
    Chief Executive Officer

September 3, 2024
Feng Huang
Chief Executive Officer
Li Bang International Corporation Inc.
No. 190 Xizhang Road, Gushan Town
Jiangyin City, Jiangsu Province
People’s Republic of China
Re:Li Bang International Corporation Inc.
Amendment No. 12 to Registration Statement on Form F-1
Filed August 23, 2024
File No. 333-262367
Dear Feng Huang:
            We have reviewed your amended registration statement and have the following comment.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe 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. 12 to Registration Statement on Form F-1
General
1.Please update your financial statements, or file as an exhibit to the filing the necessary
representations as to why such update is not necessary. Refer to Item 8.A.4 of Form 20-F
and Instruction 2 thereto.

September 3, 2024
Page 2
            Please contact Melissa Kindelan at 202-551-3564 or Christine Dietz at 202-551-3408 if
you have questions regarding comments on the financial statements and related matters. Please
contact Jeff Kauten at 202-551-3447 or Larry Spirgel at 202-551-3815 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Jason Ye

CORRESP
1
filename1.htm

LI BANG INTERNATIONAL CORPORATION INC.

No. 190 Xizhang Road, Gushan Town

Jiangyin City, Jiangsu Province

People’s Republic of China

June 28, 2024

Via Edgar Correspondence

Jeff Kauten

Division of Corporation Finance

Office of Technology

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

    Re:
    Li Bang International Corporation Inc.

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

    Filed June 18, 2024

    File No. 333-262367

Dear Mr. Kauten:

This letter is in response to the letter dated
June 24, 2024 from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (“SEC”) addressed to
Li Bang International Corporation Inc. (the “Company”, “we”, and “our”). For ease of reference, we
have recited SEC’s comments in this response and numbered them accordingly. An amended registration statement on Form F-1 (the “Amendment
No. 11 to the Registration Statement”) is being submitted to accompany this letter.

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

Consolidated Statements of Cash Flows, page F-35

    1)
    As previously requested in prior comment 3, revise to label the column for the year ended June 30, 2023 “As Restated.” A similar change should be made for the same period in the Selected Consolidated Cash Flow Data on page 19.

RESPONSE: We note the Staff’s comment,
and in response thereto, respectfully advise the Staff that we have revised the disclosure on page 19, page 66 and page F-35.

Notes to Consolidated Financial Statements

Note 19 - Restatement of Cash Flow Statement,
page F-57

    2)
    We note your revisions in response to prior comment 3. Please further revise the table to include the changes in the financial statement line items, Net cash used in operating activities and Net cash used in investing activities. Refer to ASC 250-10-50-7a.

RESPONSE: We note the Staff’s comment,
and in response thereto, respectfully advise the Staff that we have revised the disclosure on page F-57 (see Note 19).

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., or Mengyi “Jason” Ye, Esq. of Ortoli Rosenstadt LLP at
wsr@orllp.legal or jye@orllp.legal.

    Li Bang International Corporation Inc.

    /s/ Huang Feng

    Name:
    Huang Feng

    Title:
    Chief Executive Officer

United States securities and exchange commission logo
June 24, 2024
Feng Huang
Chief Executive Officer
Li Bang International Corporation Inc.
No. 190 Xizhang Road, Gushan Town
Jiangyin City, Jiangsu Province
People’s Republic of China
Re:Li Bang International Corporation Inc.
Amendment No. 10 to Registration Statement on Form F-1
Filed June 18, 2024
File No. 333-262367
Dear Feng Huang:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our June 10, 2024 letter.
Amendment No. 10 to Registration Statement on Form F-1
Consolidated Statements of Cash Flows, page F-35
1.As previously requested in prior comment 3, revise to label the column for the year ended
June 30, 2023 "As Restated." A similar change should be made for the same period in the
Selected Consolidated Cash Flow Data on page 19.
Notes to Consolidated Financial Statements
Note 19 - Restatement of Cash Flow Statement, page F-57
2.We note your revisions in response to prior comment 3. Please further revise the table to
include the changes in the financial statement line items, Net cash used in operating
activities and Net cash used in investing activities. Refer to ASC 250-10-50-7a.

 FirstName LastNameFeng Huang
 Comapany NameLi Bang International Corporation Inc.
 June 24, 2024 Page 2
 FirstName LastName
Feng Huang
Li Bang International Corporation Inc.
June 24, 2024
Page 2
            Please contact Melissa Kindelan at 202-551-3564 or Chris Dietz at 202-551-3408 if you
have questions regarding comments on the financial statements and related matters. Please
contact Jeff Kauten at 202-551-3447 or Larry Spirgel at 202-551-3815 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Jason Ye

CORRESP
1
filename1.htm

LI BANG INTERNATIONAL CORPORATION INC.

No. 190 Xizhang Road, Gushan Town

Jiangyin City, Jiangsu Province

People’s Republic of China

June 18, 2024

Via Edgar Correspondence

Jeff Kauten

Division of Corporation Finance

Office of Technology

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

    Re:
    Li Bang International Corporation Inc.

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

    Filed May 31, 2024

    File No. 333-262367

Dear Mr. Kauten:

This letter is in response to the letter dated
June 10, 2024 from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (“SEC”) addressed to
Li Bang International Corporation Inc. (the “Company”, “we”, and “our”). For ease of reference, we
have recited SEC’s comments in this response and numbered them accordingly. An amended registration statement on Form F-1 (the “Amendment
No. 10 to the Registration Statement”) is being submitted to accompany this letter.

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

Summary Consolidated Financial Data

Selected Consolidated Balance Sheets, page 19

 1) Please revise to correct
the years labeled for the balance sheets ending June 30, which should be 2023 and 2022, consistent with the balance sheets presented
in the financial statements.

RESPONSE: We note the Staff’s comment,
and in response thereto, respectfully advise the Staff that we have revised the disclosure on page 19 in the Amendment No. 10 to the Registration
Statement.

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

Liquidity and Capital Resources

Loan Facilities, page 68

 2) You disclose the various
loan repayments made subsequent to December 31, 2023. Please revise to also disclose the new debt arrangements entered into during that
period, consistent with your disclosures on page F-27. Refer to Item 5.B.3 of Form 20-F.

RESPONSE: We note the Staff’s comment,
and in response thereto, respectfully advise the Staff that we have revised the disclosure on page 68 in the Amendment No. 10 to the Registration
Statement.

Consolidated Statements of Cash Flows, page
F-35

 3) We note your response to
prior comment one. Since net cash used in operating activities for the year ended June 30, 2023 changed from $3,371,573 to $634,414 and
cash used in investing activities for the same period changed from $175,818 to $2,912,979, it is unclear how such revisions are "insignificant."
Revise to label the revised amounts “as restated” and include the disclosures in ASC 250-10-50-7. Further, the audit report
should be revised to include an explanatory paragraph regarding the correction of such error and dual date their opinion. Refer to paragraph
16 of PCAOB Auditing Standard (“AS”) 2820 and paragraph 18(e) of AS 3101.

RESPONSE: We note the Staff’s comment,
and in response thereto, respectfully advise the Staff that we have revised the disclosure on page F-57 (see Note 19) in the Amendment
No. 10 to the Registration Statement. The audit report was also revised on page F-31.

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., or Mengyi “Jason” Ye, Esq. of Ortoli Rosenstadt LLP at
wsr@orllp.legal or jye@orllp.legal.

    Li Bang International Corporation Inc.

    /s/ Huang Feng

    Name:
    Huang Feng

    Title:
    Chief Executive Officer

United States securities and exchange commission logo
June 10, 2024
Feng Huang
Chief Executive Officer
Li Bang International Corp Inc.
No. 190 Xizhang Road, Gushan Town
Jiangyin City, Jiangsu Province
People’s Republic of China
Re:Li Bang International Corp Inc.
Amendment No. 9 to Registration Statement on Form F-1
Filed May 31, 2024
File No. 333-262367
Dear Feng Huang:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our January 22, 2024 letter.
Amendment No. 9 to Registration Statement on Form F-1
Summary Consolidated Financial Data
Selected Consolidated Balance Sheets, page 19
1.Please revise to correct the years labeled for the balance sheets ending June 30, which
should be 2023 and 2022, consistent with the balance sheets presented in the financial
statements.

 FirstName LastNameFeng Huang
 Comapany NameLi Bang International Corp Inc.
 June 10, 2024 Page 2
 FirstName LastName
Feng Huang
Li Bang International Corp Inc.
June 10, 2024
Page 2
Management's Discussion and Analysis of Financial Condition and Results of Operations
Liquidity and Capital Resources
Loan Facilities, page 68
2.You disclose the various loan repayments made subsequent to December 31, 2023. Please
revise to also disclose the new debt arrangements entered into during that period,
consistent with your disclosures on page F-27. Refer to Item 5.B.3 of Form 20-F.
Consolidated Statements of Cash Flows, page F-35
3.We note your response to prior comment one. Since net cash used in operating activities
for the year ended June 30, 2023 changed from $3,371,573 to $634,414 and cash used in
investing activities for the same period changed from $175,818 to $2,912,979, it is unclear
how such revisions are "insignificant." Revise to label the revised amounts “as restated”
and include the disclosures in ASC 250-10-50-7. Further, the audit report should be
revised to include an explanatory paragraph regarding the correction of such error and
dual date their opinion. Refer to paragraph 16 of PCAOB Auditing Standard (“AS”) 2820
and paragraph 18(e) of AS 3101.
            Please contact Melissa Kindelan at 202-551-3564 or Chris Dietz at 202-551-3408 if you
have questions regarding comments on the financial statements and related matters. Please
contact Jeff Kauten at 202-551-3447 or Larry Spirgel at 202-551-3815 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Jason Ye

CORRESP
1
filename1.htm

LI BANG INTERNATIONAL CORPORATION INC.

No. 190 Xizhang Road, Gushan Town

Jiangyin City, Jiangsu Province

People’s Republic of China

May 31, 2024

Via Edgar Correspondence

Jeff Kauten

Division of Corporation Finance

Office of Technology

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

    Re:
    Li Bang International Corporation Inc.

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

    Filed January 19, 2024

    File No. 333-262367

Dear Mr. Kauten:

This letter is in response to the letter dated
January 22, 2024 from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (“SEC”) addressed
to Li Bang International Corporation Inc. (the “Company”, “we”, and “our”). For ease of reference,
we have recited SEC’s comments in this response and numbered them accordingly. An amended registration statement on Form F-1 (the
“Amendment No. 9 to the Registration Statement”) is being submitted to accompany this letter.

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

Consolidated Statements of Cash Flows, page
F-6

    1)
    We note  that you have revised your statement of cash flows in response to prior comment 1. Please explain why your auditors did not include an explanatory paragraph regarding the correction of such error and dual date their opinion. Refer to paragraph 16 of PCAOB Auditing Standard (“AS”) 2820 and paragraph 18(e) of AS 3101. Also, revise to label the revised amounts “as restated” and to include the disclosures in ASC 250-10-50-7.

RESPONSE: We note the Staff’s comment,
and in response thereto, respectfully advise the Staff that our auditors did not update their opinion since the revision was insignificant and it has no impact on the Company’s consolidated
balance sheets, statements of income and comprehensive income, and related note on fixed deposits (Note 6).

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., or Mengyi “Jason” Ye, Esq. of Ortoli Rosenstadt LLP at
wsr@orllp.legal or jye@orllp.legal.

    Li Bang International Corporation Inc.

    /s/ Huang Feng

    Name:
    Huang Feng

    Title:
    Chief Executive Officer

United States securities and exchange commission logo
January 22, 2024
Feng Huang
Chief Executive Officer
Li Bang International Corp Inc.
No. 190 Xizhang Road, Gushan Town
Jiangyin City, Jiangsu Province
People’s Republic of China
Re:Li Bang International Corp Inc.
Amendment No. 8 to Registration Statement on Form F-1
Filed January 19, 2024
File No. 333-262367
Dear Feng Huang:
            We have reviewed your amended registration statement and have the following comment.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe 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 January 8, 2024 letter.
Amendment No. 8 to Registration Statement on Form F-1
Consolidated Statements of Cash Flows, page F-6
1.We note that you have revised your statement of cash flows in response to prior comment
1.  Please explain why your auditors did not include an explanatory paragraph regarding
the correction of such error and dual date their opinion. Refer to paragraph 16 of PCAOB
Auditing Standard ("AS") 2820 and paragraph 18(e) of  AS 3101. Also, revise to label the
revised amounts "as restated" and to include the disclosures in ASC 250-10-50-7.

 FirstName LastNameFeng Huang
 Comapany NameLi Bang International Corp Inc.
 January 22, 2024 Page 2
 FirstName LastName
Feng Huang
Li Bang International Corp Inc.
January 22, 2024
Page 2
            Please contact Chris Dietz at 202-551-3408 if you have questions regarding comments on
the financial statements and related matters. Please contact Jeffrey Kauten at 202-551-3447 or
Larry Spirgel at 202-551-3815 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Jason Ye

CORRESP
1
filename1.htm

LI BANG INTERNATIONAL CORPORATION INC.

No. 190 Xizhang Road, Gushan Town

Jiangyin City, Jiangsu Province

People’s Republic of China

January 19, 2024

Via Edgar Correspondence

Jeff Kauten

Division of Corporation Finance

Office of Technology

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

    Re:
    Li Bang International Corporation Inc.

    Amendment No. 7 to Registration Statement
    on Form F-1

    Filed December 18, 2023

    File No. 333-262367

Dear Mr. Kauten:

This letter is in response to the letter dated
January 8, 2024 from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (“SEC”) addressed
to Li Bang International Corporation Inc. (the “Company”, “we”, and “our”). For ease of reference,
we have recited SEC’s comments in this response and numbered them accordingly. An amended registration statement on Form F-1 (the
“Amendment No. 8 to the Registration Statement”) is being submitted to accompany this letter.

Amendment No. 7 to Registration Statement
on Form F-1

Consolidated Statements of Cash Flows, page
F-6

    1)
    Based on your disclosure on page 61, it appears that the purchase of fixed deposits in 2023 are reflected as an increase in prepaid expenses and other current assets within cash used in operating activities. Considering the fixed deposits are classified as a noncurrent asset, please explain why you present the amounts within operating activities and not as an investing activity. Please provide us with the authoritative guidance that supports your presentation.

RESPONSE: We note the Staff’s
comment, and in response thereto, respectfully advise the Staff that we have modified the consolidated statements of cash flows and presented the
fixed deposits in investing activities. Please refer to page F-6 in the Amendment No. 8 to the Registration Statement.

Notes to Consolidated Financial Statements

Note 18 - Subsequent Events, page F-27

    2)
    You disclose that you have evaluated subsequent events and transactions that occurred after the balance sheet date through the date that the financial statements were available to be issued. Please revise to include such date. Refer to ASC 855-10-50-1.

RESPONSE: We note the Staff’s comment,
and in response thereto, respectfully advise the Staff that we have revised the disclosure on page F-27 in the Amendment No. 8 to the
Registration Statement.

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., or Mengyi “Jason” Ye, Esq. of Ortoli Rosenstadt LLP at
wsr@orllp.legal or jye@orllp.legal.

    Li Bang International Corporation Inc.

    /s/ Huang Feng

    Name:
    Huang Feng

    Title:
    Chief Executive Officer

United States securities and exchange commission logo
January 8, 2024
Feng Huang
Chief Executive Officer
Li Bang International Corp Inc.
No. 190 Xizhang Road, Gushan Town
Jiangyin City, Jiangsu Province
People’s Republic of China
Re:Li Bang International Corp Inc.
Amendment No. 7 to Registration Statement on Form F-1
Filed December 18, 2023
File No. 333-262367
Dear Feng Huang:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Amendment No. 7 to Registration Statement on Form F-1
Consolidated Statements of Cash Flows, page F-6
1.Based on your disclosure on page 61, it appears that the purchase of fixed deposits in 2023
are reflected as an increase in prepaid expenses and other current assets within cash used
in operating activities. Considering the fixed deposits are classified as a noncurrent asset,
please explain why you present the amounts within operating activities and not as an
investing activity. Please provide us with the authoritative guidance that supports your
presentation.

 FirstName LastNameFeng Huang
 Comapany NameLi Bang International Corp Inc.
 January 8, 2024 Page 2
 FirstName LastName
Feng Huang
Li Bang International Corp Inc.
January 8, 2024
Page 2
Notes to Consolidated Financial Statements
Note 18 - Subsequent Events, page F-27
2.You disclose that you have evaluated subsequent events and transactions that occurred
after the balance sheet date through the date that the financial statements were available to
be issued. Please revise to include such date. Refer to ASC 855-10-50-1.
            Please contact Melissa Kindelan at 202-551-3564 or Chris Dietz at 202-551-3408 if you
have questions regarding comments on the financial statements and related matters. Please
contact Jeff Kauten at 202-551-3447 or Larry Spirgel at 202-551-3815 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Jason Ye

CORRESP
1
filename1.htm

LI BANG INTERNATIONAL CORPORATION INC.

No. 190 Xizhang Road, Gushan Town

Jiangyin City, Jiangsu Province

People’s Republic of China

December 18, 2023

Via Edgar Correspondence

Jeff Kauten

Division of Corporation Finance

Office of Technology

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

    Re:
    Li Bang International Corporation Inc.

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

    Filed June 1, 2023

    File No. 333-262367

Dear Mr. Kauten:

This letter is in response to the letter dated
June 21, 2022 from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (“SEC”) addressed to
Li Bang International Corporation Inc. (the “Company”, “we”, and “our”). For ease of reference, we
have recited SEC’s comments in this response and numbered them accordingly. An amended registration statement on Form F-1 (the “Amendment
No. 7 to the Registration Statement”) is being submitted to accompany this letter.

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

Dilution, page 52

    1)
    Please revise your net tangible book value calculations to include deferred tax assets, here and on page 53.

RESPONSE: We note the Staff’s comment,
and in response thereto, respectfully advise the Staff that we have revised the net tangible book value calculations to include deferred
tax assets in the Dilution Section in the Amendment No. 7 to the Registration Statement.

Underwriting

Indemnification, page 130

    2)
    Please clarify whether the escrow arrangement was mandated by the underwriter, and if so, whether such an arrangement is typical in similar offerings.

RESPONSE: We note the Staff’s comment,
and in response thereto, respectfully advise the Staff that the escrow arrangement was mandated by the underwriter and such an arrangement
is typical in similar offerings.

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., or Mengyi “Jason” Ye, Esq. of Ortoli Rosenstadt LLP at
wsr@orllp.legal or jye@orllp.legal.

    Li Bang International Corporation Inc.

    /s/ Huang Feng

    Name:
    Huang Feng

    Title:
    Chief Executive Officer

United States securities and exchange commission logo
June 21, 2023
Feng Huang
Chief Executive Officer
Li Bang International Corp Inc.
No. 190 Xizhang Road, Gushan Town
Jiangyin City, Jiangsu Province
People’s Republic of China
Re:Li Bang International Corp Inc.
Amendment No. 6 to Registration Statement on Form F-1
Filed June 1, 2023
File No. 333-262367
Dear Feng Huang:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Amendment No. 6 to Registration Statement on Form F-1
Dilution, page 52
1.Please revise your net tangible book value calculations to include deferred tax assets, here
and on page 53.
Underwriting
Indemnification, page 130
2.Please clarify whether the escrow arrangement was mandated by the underwriter, and if
so, whether such an arrangement is typical in similar offerings.

 FirstName LastNameFeng Huang
 Comapany NameLi Bang International Corp Inc.
 June 21, 2023 Page 2
 FirstName LastName
Feng Huang
Li Bang International Corp Inc.
June 21, 2023
Page 2
            You may contact Melissa Kindelan, Senior Staff Accountant, at (202) 551-3564 or
Christine Dietz, Senior Staff Accountant, at (202) 551-3408 if you have questions regarding
comments on the financial statements and related matters. Please contact Jeff Kauten, Staff
Attorney, at (202) 551-3447 or Larry Spirgel, Office Chief, at (202) 551-3815 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Jason Ye

CORRESP
1
filename1.htm

LI BANG INTERNATIONAL CORPORATION INC.

No. 190 Xizhang Road, Gushan Town

Jiangyin City, Jiangsu Province

People’s Republic of China

August 18, 2022

Via Edgar Correspondence

Melissa Kindelan

Division of Corporation Finance

Office of Technology

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

    Re:
    Li Bang International Corporation Inc.

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

    Filed July 29, 2022

    File No. 333-262367

Dear Ms. Kindelan:

This letter is in response to the letter dated
August 10, 2022 from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (“SEC”) addressed
to Li Bang International Corporation Inc. (the “Company”, “we”, and “our”). For ease of reference,
we have recited SEC’s comments in this response and numbered them accordingly. An amended registration statement on Form F-1 (the
“Amendment No. 4 to the Registration Statement”) is being submitted to accompany this letter.

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

Prospectus Summary

Prospectus Conventions, page 1

    1)
    We note that you exclude Hong Kong and Macau from your definition of PRC or China. Please revise to remove these exclusions from this definition.

RESPONSE: We note the Staff’s comment,
and in response thereto, respectfully advise the Staff that we have revised the definition of PRC or China to remove the exclusions from
this definition on page 1 in the Amendment No. 4 to the Registration Statement.

Dilution, page 49

    2)
    Please revise your net tangible book value and adjusted net tangible book value amounts and related disclosures to exclude intangible assets and the deferred offering costs. As part of your response, please provide us with your calculations.

RESPONSE: We note the Staff’s comment,
and in response thereto, respectfully advise the Staff that we have revised the last sentence of the first paragraph in the “Dilution”
section in the F-1/A to state that “net tangible book value per ordinary share as of December 31, 2021, represents the amount of
total assets less net intangible assets and deferred offering costs, divided by the number of ordinary shares outstanding.” We also
respectfully provide the Staff with the adjustment and calculation process of the tangible book value as the following:

As of December 31, 2021, the total equity of the
Company was $5,533,887. After deducting non-controlling interest $61,610, the total equity was $5,595,497. The net asset book value was
$4,721,990 after deducting the intangible assets with amount of $645,540 and deferred offering cost with amount of $227,967.

The Company is expected to issue 5,000,000 new
shares at $5 per share and gross proceeds of $25,000,000. After deducting the offering cost of $2,784,989 (including the offering cost
of $227,967 paid and the offering cost of $2,557,022 expected to be paid), net proceeds were $22,442,978. And adjusted net asset book
value was $27,164,968.

    As of
 December 31,
 2021

    Actual

    (Unaudited)

    Shareholder’s Equity:

    Ordinary shares, US$0.0001 par value per share
    $ 1,700

    Subscription receivable
      (1,699 )

    Additional paid-in capital
      2,236,677

    Statutory reserve
      481,677

    Retained earnings
      2,511,566

    Accumulated other comprehensive income
      365,576

    Total shareholders’ equity
      5,595,497

    Non-controlling interest
      (61,610 )

    Total equity
      5,533,887

    Total capitalization
    $ 5,595,497

    Less

    Intangible assets, net
      645,540

    Deferred offering cost
      227,967

    Actual net tangible book value
    $ 4,721,990

    Gross proceeds

    (Public offering of shares 5,000,000 * Public offering price per share $5)
      25,000,000

    Offering cost

    Underwriting discounts and commissions (7% of gross proceeds)
      1,750,000

    Underwriting non-accountable expenses (1% of gross proceeds)
      250,000

    Miscellaneous underwriting expenses (estimated)
      200,000

    Other offering expenses（584,989-227,967)
      357,022

    Total
      2,557,022

    Net proceeds
    $ 22,442,978

    Pro forma as adjusted net tangible book value after the offering
    $ 27,164,968

    2

General

    3)
    Please update your financial statements, or file as an exhibit to the filing the necessary representations as to why such update is not necessary. Refer to Item 8.A.4 of Form 20-F and Instruction 2 thereto.

RESPONSE: We note the Staff’s comment,
and in response thereto, respectfully advise the Staff that we have filed a Request for Waiver and Representation under Item 8.A.4 of
Form 20-F as Exhibit 99.8 to the Amendment No. 4 to the Registration Statement.

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., or Mengyi “Jason” Ye, Esq. of Ortoli Rosenstadt LLP at
wsr@orllp.legal or jye@orllp.legal.

    Li Bang International Corporation Inc.

    /s/ Huang Feng

    Name:
    Huang Feng

    Title:
    Chief Executive Officer

3

United States securities and exchange commission logo
August 10, 2022
Feng Huang
Chief Executive Officer
Li Bang International Corp Inc.
No. 190 Xizhang Road, Gushan Town
Jiangyin City, Jiangsu Province
People’s Republic of China
Re:Li Bang International Corp Inc.
Amendment No. 3 to Registration Statement on Form F-1
Filed July 29, 2022
File No. 333-262367
Dear Mr. Huang:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Amendment No. 3 to Registration Statement on Form F-1
Prospectus Summary
Prospectus Conventions, page 1
1.We note that you exclude Hong Kong and Macau from your definition of PRC or China.
Please revise to remove these exclusions from this definition.
Dilution, page 49
2.Please revise your net tangible book value and adjusted net tangible book value amounts
and related disclosures to exclude intangible assets and the deferred offering costs.  As
part of your response, please provide us with your calculations.

 FirstName LastNameFeng Huang
 Comapany NameLi Bang International Corp Inc.
 August 10, 2022 Page 2
 FirstName LastName
Feng Huang
Li Bang International Corp Inc.
August 10, 2022
Page 2
General
3.Please update your financial statements, or file as an exhibit to the filing the necessary
representations as to why such update is not necessary. Refer to Item 8.A.4 of Form 20-F
and Instruction 2 thereto.
            You may contact Melissa Kindelan, Senior Staff Accountant, at (202) 551-3564 or
Christine Dietz, Senior Staff Accountant, at (202) 551-3408 if you have questions regarding
comments on the financial statements and related matters.  Please contact Jeff Kauten, Staff
Attorney, at (202) 551-3447 or Joshua Shainess, Legal Branch Chief, at (202) 551-7951 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Jason Ye

CORRESP
1
filename1.htm

LI BANG INTERNATIONAL CORPORATION INC.

No. 190 Xizhang Road, Gushan Town

Jiangyin City, Jiangsu Province

People’s Republic of China

July 28, 2022

Via Edgar Correspondence

Melissa Kindelan

Division of Corporation Finance

Office of Technology

U.S. Securities Exchange Commission

100 F Street, NE

Washington, D.C., 20549

    Re:
    Li Bang International Corporation Inc.

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

    Filed June 14, 2022

    File No. 333-262367

Dear Ms. Kindelan:

This letter is in response to the letter dated
June 28, 2022 from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (“SEC”) addressed to
Li Bang International Corporation Inc. (the “Company”, “we”, and “our”). For ease of reference, we
have recited SEC’s comments in this response and numbered them accordingly. An amended registration statement on Form F-1 (the “Amendment
No. 3 to Registration Statement”) is being submitted to accompany this letter.

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

Management, page 93

    1)
    Please file consents for Messrs. Zhong and Liang as exhibits to your registration statement. Refer to Securities Act Rule 438.

RESPONSE: We note the Staff’s comment,
and in response thereto, respectfully advise the Staff that we have filed the consents as exhibits of our independent director nominees,
Ren Zhong, Yu Xiaozhong, and Scott Silverman, who will become directors of the Company upon the effectiveness of the registration statement.

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., or Mengyi “Jason” Ye, Esq. of Ortoli Rosenstadt LLP at
wsr@orllp.legal or jye@orllp.legal.

    Li Bang International Corporation Inc.

    /s/ Huang Feng

    Name:
    Huang Feng

    Title:
    Chief Executive Officer

United States securities and exchange commission logo
June 28, 2022
Feng Huang
Chief Executive Officer
Li Bang International Corp Inc.
No. 190 Xizhang Road, Gushan Town
Jiangyin City, Jiangsu Province
People’s Republic of China
Re:Li Bang International Corp Inc.
Amendment No. 2 to Registration Statement on Form F-1
Filed June 14, 2022
File No. 333-262367
Dear Mr. Huang:
            We have reviewed your amended registration statement and have the following
comment.  In our comment, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this comment, we may have additional comments.
Amendment No. 2 to Registration Statement on Form F-1
Management, page 93
1.Please file consents for Messrs. Zhong and Liang as exhibits to your registration
statement.  Refer to Securities Act Rule 438.

 FirstName LastNameFeng Huang
 Comapany NameLi Bang International Corp Inc.
 June 28, 2022 Page 2
 FirstName LastName
Feng Huang
Li Bang International Corp Inc.
June 28, 2022
Page 2
            You may contact Melissa Kindelan, Senior Staff Accountant, at (202) 551-3564 or
Christine Dietz, Senior Staff Accountant, at (202) 551-3408 if you have questions regarding
comments on the financial statements and related matters. Please contact Matthew Derby, Staff
Attorney, at (202) 551-3334 or Jeff Kauten, Staff Attorney, at (202) 551-3447 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Jason Ye

CORRESP
1
filename1.htm

LI BANG INTERNATIONAL CORPORATION INC.

No. 190 Xizhang Road, Gushan Town

Jiangyin City, Jiangsu Province

People’s Republic of China

June 14, 2022

Via Edgar Correspondence

Melissa Kindelan

Division of Corporation Finance

Office of Technology

U.S. Securities Exchange Commission

100 F Street, NE

Washington, D.C., 20549

    Re:
    Li Bang International Corporation Inc.

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

    File No. 333-262367

Dear Ms. Kindelan:

This letter is in response to the letter dated
March 31, 2022 from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (“SEC”) addressed to
Li Bang International Corporation Inc. (the “Company”, “we”, and “our”). For ease of reference, we
have recited SEC’s comments in this response and numbered them accordingly. An amended registration statement on Form F-1 (the “Amendment
No. 2 to Registration Statement”) is being submitted to accompany this letter.

Registration Statement on Form F-1 Submitted
March 16, 2022

Cover Page

    1)
    We note your response to prior comment 1 and your disclosure that you do not believe that you are directly subject to the recent regulatory actions or statements by China’s government. Please clarify whether these recent statements and regulatory actions by China’s government have or may impact the company’s ability to conduct its business, accept foreign investments, or list on a U.S. or other foreign exchange. Please include corresponding disclosure in the prospectus summary.

RESPONSE: We note the Staff’s comment,
and in response thereto, respectfully advise the Staff that we have revised the cover page in Amendment No. 2 to the Registration Statement
to clarify that these recent statements and regulatory actions by China’s government may impact the Company’s ability to conduct
its business, accept foreign investments, or list on a U.S. or other foreign exchange. Also, we respectfully advise the Staff that we
have included corresponding disclosure in the prospectus summary on page 13 under “Regulatory Permission” section.

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

RESPONSE: We note the Staff’s comment,
and in response thereto, respectfully advise the Staff that we have revised the cover page in Amendment No. 2 to the Registration Statement
to disclose that we have not installed any cash management policies that dictate the amount of such funds and how such funds are transferred.
Also, we have revised to include corresponding disclosure in the prospectus summary on page 15.

Prospectus Summary

Holding Foreign Company Accountable Act, page
10

    3)
    Please clarify that the rules adopted by the SEC relating to the Holding Foreign Companies Accountable Act became effective on January 10, 2022.

RESPONSE: We note the Staff’s comment,
and in response thereto, respectfully advise the Staff that we have revised the prospectus summary on page 10 and the risk factors on
page 38 in Amendment No. 2 to the Registration Statement to clarify that the rules adopted by the SEC relating to the Holding Foreign Companies
Accountable Act became effective on January 10, 2022.

    1

Regulatory Permission, page 11

    4)
    We note your response to prior comment 2 and your disclosure that you believe you are not subject to the cybersecurity review by the CAC for this offering. Please revise to include a discussion of the CSRC approvals that may be necessary and clarify whether you obtained an opinion of counsel regarding required approvals from the CSRC or CAC. If not, explain why you did not consult with counsel and why you do not believe any approvals or permissions are required. If you did obtain an opinion of counsel, please identify counsel and file a consent as an exhibit to your registration statement.

RESPONSE: We note the Staff’s comment,
and in response thereto, respectfully advise the Staff that we have revised the Regulatory Permission section on page 13 in Amendment
No. 2 to the Registration Statement to include a discussion that no relevant laws or regulations in the PRC explicitly require us to seek
approval from the CSRC or CAC and clarify that we have obtained an opinion of our PRC counsel, Jiangsu Junjin Law Firm, regarding this
issue. Also, we respectfully advise the Staff that we have already filed a consent from Jiangsu Junjin Law Firm as Exhibit 23.3 (included
in Exhibit 99.1) to our Registration Statement.

Risk Factors, page 19

    5)
    We note that one or more of your officers or directors are located in China. Please revise to include risk factor disclosure to address the difficulty of bringing actions against these individuals and enforcing judgments against them and include a cross-reference to the enforcement of civil liabilities section.

RESPONSE: We note the Staff’s comment,
and in response thereto, respectfully advise the Staff that we have revised  page 29 in Amendment No. 2 to the Registration Statement
to include risk factor disclosure to address the difficulty of bringing actions against our officers or directors and enforcing judgments
against them and include a cross-reference to the enforcement of civil liabilities section under “Risk Factors – Risks Related
to Doing Business in China – You may experience difficulties in effecting service of legal process, enforcing foreign judgments,
or bringing actions in China against us or our management named in the prospectus. It may also be difficult for you or overseas regulators
to conduct investigations or collect evidence within China.”

Notes to the Consolidated Financial Statements

Note 2 - Summary of Significant Accounting
Policies

(n) Revenue recognition, page F-11

    6)
    We note your revised disclosures in response to prior comment 11. Please further revise to disclose the design services included in your contracts as described on pages 6 and 67. In this regard, you explain you provide a complete kitchen concept design, an equipment configuration plan, assist customers with passing inspections, create a detailed mechanical and electrical graphic design, and provide a full range of kitchen drawings. Please describe whether these are promises in your contracts and how they are considered in your accounting. To the extent they are considered a single performance obligation with the equipment, tell us how you made this determination, with reference to ASC 606-10-25-19 through 25-22, and how you concluded recognizing revenue at a point in time was appropriate. Lastly tell us how long or over what term these design services are typically provided.

RESPONSE: We note the Staff’s comment,
and in response thereto, respectfully advise the Staff that we have revised on pages 65 and F-10 in Amendment No. 2 to the Registration
Statement. The Company provides design services including equipment configuration plans, detailed mechanical and electrical graphic designs,
kitchen drawings and assisting customers with passing inspections. The design services are normally completed within a five-day timeframe
and are inseparable from project sales. The detailed mechanical plans, electrical design, and kitchen drawings are specifically detailed
for the use of the Company’s customized equipment and installation. These services are highly interdependent and are never transferred
to the customer on their own. Customers do not have the option to purchase these services separately principally due to the customization
of each project. Accordingly, these services are not considered separate performance obligations and no revenue is associated with these
services under ASC 606 until the point in time when the project is complete.

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., or Mengyi “Jason” Ye, Esq. of Ortoli Rosenstadt LLP at
wsr@orllp.legal or jye@orllp.legal.

    Li Bang International Corporation Inc.

    /s/ Huang Feng

    Name:
    Huang Feng

    Title:
    Chief Executive Officer

United States securities and exchange commission logo
March 31, 2022
Feng Huang
Chief Executive Officer
Li Bang International Corp Inc.
No. 190 Xizhang Road, Gushan Town
Jiangyin City, Jiangsu Province
People’s Republic of China
Re:Li Bang International Corp Inc.
Amendment No. 1 to Registration Statement on Form F-1
Filed March 16, 2022
File No. 333-262367
Dear Mr. Huang:
            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, 2022 letter.
Amendment No. 1 to Draft Registration Statement on Form F-1
Cover Page
1.We note your response to prior comment 1 and your disclosure that you do not believe
that you are directly subject to the recent regulatory actions or statements by China’s
government. Please clarify whether these recent statements and regulatory actions by
China’s government have or may impact the company’s ability to conduct its business,
accept foreign investments, or list on a U.S. or other foreign exchange. Please include
corresponding disclosure in the prospectus summary.

 FirstName LastNameFeng Huang
 Comapany NameLi Bang International Corp Inc.
 March 31, 2022 Page 2
 FirstName LastName
Feng Huang
Li Bang International Corp Inc.
March 31, 2022
Page 2
2.Please disclose whether you have cash management policies and procedures that dictate
how funds are transferred, and if so, describe these policies and procedures.  Please
include corresponding disclosure in the prospectus summary.
Prospectus Summary
Holding Foreign Company Accountable Act, page 10
3.Please clarify that the rules adopted by the SEC relating to the Holding Foreign
Companies Accountable Act became effective on January 10, 2022.
Regulatory Permission, page 11
4.We note your response to prior comment 2 and your disclosure that you believe you are
not subject to the cybersecurity review by the CAC for this offering.  Please revise to
include a discussion of the CSRC approvals that may be necessary and clarify whether
you obtained an opinion of counsel regarding required approvals from the CSRC or CAC.
If not, explain why you did not consult with counsel and why you do not believe any
approvals or permissions are required.  If you did obtain an opinion of counsel, please
identify counsel and file a consent as an exhibit to your registration statement.
Risk Factors, page 19
5.We note that one or more of your officers or directors are located in China.  Please revise
to include risk factor disclosure to address the difficulty of bringing actions against these
individuals and enforcing judgments against them and include a cross-reference to the
enforcement of civil liabilities section.
Notes to the Consolidated Financial Statements
Note 2 - Summary of Significant Accounting Policies
(n) Revenue recognition, page F-11
6.We note your revised disclosures in response to prior comment 11.  Please further revise
to disclose the design services included in your contracts as described on pages 6 and 67.
In this regard, you explain you provide a complete kitchen concept design, an equipment
configuration plan, assist customers with passing inspections, create a detailed mechanical
and electrical graphic design, and provide a full range of kitchen drawings.  Please
describe whether these are promises in your contracts and how they are considered in your
accounting.  To the extent they are considered a single performance obligation with the
equipment, tell us how you made this determination, with reference to ASC 606-10-25-19
through 25-22, and how you concluded recognizing revenue at a point in time was
appropriate.  Lastly tell us how long or over what term these design services are typically
provided.

 FirstName LastNameFeng Huang
 Comapany NameLi Bang International Corp Inc.
 March 31, 2022 Page 3
 FirstName LastName
Feng Huang
Li Bang International Corp Inc.
March 31, 2022
Page 3
            You may contact Melissa Kindelan, Senior Staff Accountant, at (202) 551-3564 or
Christine Dietz, Senior Staff Accountant, at (202) 551-3408 if you have questions regarding
comments on the financial statements and related matters. Please contact Matthew Derby, Staff
Attorney, at (202) 551-3334 or Jeff Kauten, Staff Attorney, at (202) 551-3447 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Jason Ye

CORRESP
1
filename1.htm

LI BANG INTERNATIONAL CORPORATION INC.

No. 190 Xizhang Road, Gushan Town

Jiangyin City, Jiangsu Province

People’s Republic of China

March 16, 2022

Via Edgar Correspondence

Melissa Kindelan

Division of Corporation Finance

Office of Technology

U.S. Securities Exchange Commission

100 F Street, NE

Washington, D.C., 20549

    Re:
    Li Bang International Corporation Inc. (the “Company”)

Dear Ms. Kindelan:

This letter is in response to the letter dated
February 23, 2022 from the staff (the “Staff”) of the U.S. Securities Exchange Commission (“SEC”) addressed to
Li Bang International Corporation Inc. (the “Company”, “we”, and “our”). For ease of reference, we
have recited SEC’s comments in this response and numbered them accordingly. An amended registration statement on Form F-1 (the “Amendment
No. 1 to Registration Statement”) is being submitted to accompany this letter.

Registration Statement on Form F-1 Submitted
January 27, 2022

Cover Page

 1) Please revise your disclosure
to address how recent statements and regulatory actions by China’s government, such as those related to data security or anti-monopoly
concerns, have or may impact the company’s ability to conduct its business, accept foreign investments, or list on a U.S. or other
foreign exchange. Your prospectus summary should address, but not necessarily be limited to, the risks highlighted on the prospectus
cover page.

RESPONSE: We note the Staff’s comment,
and in response thereto, respectfully advise the Staff that we have revised the cover page in the Amendment No. 1 to Registration Statement
to address how recent statements and regulatory actions by China’s government, such as those related to data security or anti-monopoly
concerns, have or may impact our ability to conduct the business, accept foreign investments, or list on a U.S. or other foreign exchange.
Also, we respectfully advise the Staff that our prospectus summary has addressed the related risks under “Summary of Risk Factors
– Risks Related to Doing Business in China” on page [9].

Prospectus Summary, page 1

 2) Disclose each permission
or approval that you or your subsidiaries are required to obtain from Chinese authorities to operate your business. State whether you
or your subsidiaries are covered by permissions requirements from the China Securities Regulatory Commission (CSRC), Cyberspace Administration
of China (CAC) or any other entity that is required to approve of your operations, and state affirmatively whether you have received
all requisite permissions or approvals and whether any permissions or approvals have been denied. Please also describe the consequences
to you and your investors if you or your subsidiaries: (i) do not receive or maintain such permissions or approvals, (ii) inadvertently
conclude that such permissions or approvals are not required, or (iii) applicable laws, regulations, or interpretations change and you
are required to obtain such permissions or approvals in the future.

RESPONSE: We note the Staff’s comment,
and in response thereto, respectfully advise the Staff that we have disclosed on page 11 in the Amendment No. 1 to Registration Statement
each permission or approval that we or our subsidiaries are required to obtain from Chinese authorities to operate our business and state
that we or our subsidiaries are covered by permissions requirements from the CSRC, CAC, or any other entity that is required to approve
of our operations. Also, we advise the Staff that we have stated affirmatively that we have received all requisite permissions or approvals
to operate our business as of the date of this prospectus. Finally, we have described the consequences to us and our investors if we or
our subsidiaries (i) do not receive or maintain such permissions or approvals, (ii) inadvertently conclude that such permissions or approvals
are not required, or (iii) applicable laws, regulations, or interpretations change and we are required to obtain such permissions or approvals
in the future.

    1

Risk Factors

Our business is dependent on certain major
customers..., page 19

 3) We note that two customers
accounted for 12% and 10% of the Company’s total revenues for the year ended June 30, 2021. Please revise to discuss the material
terms of any agreement with those customers, including the term and any termination provisions.

RESPONSE: We note the Staff’s comment,
and in response thereto, respectfully advise the Staff that we have revised on page 20 in the Amendment No. 1 to Registration Statement
to discuss the material terms of the agreements with those two customers.

 4) We note your disclosure
that your customers "can only establish partnerships with us through governmental and open procurement platforms." Please revise
to provide additional discussion regarding this limitation and the impact this has on your operations and provide more detailed disclosure
regarding those platforms.

RESPONSE: We note the Staff’s comment,
and in response thereto, respectfully advise the Staff that we have revised page 68 in the Amendment No. 1 to Registration Statement to
provide additional discussion regarding the limitation, the impact, and more detailed disclosure regarding the governmental and open procurement
platforms. Also, we have added a risk factor on page [20] to disclose the risk that we “can only establish partnerships with us
through governmental and open procurement platforms” under “Our Operating Subsidiaries establish business relationship with
our customers through governmental and open procurement platforms. If we are prevented from using any of the platforms, our numbers of
customers may be decreased, and our business and results of operations may be materially and adversely affected.”

Failure to maintain optimal inventory levels
may increase the cost of holding inventory or cause us to lose sales, page 21

 5) We note your disclosure
regarding “inventory turnover days”. Please revise to explain what this measure represents and how it is calculated. Further,
describe the specific factors contributing to the period over period change and to the extent relevant, incorporate this into the Results
of Operations disclosures.

RESPONSE: We note the Staff’s comment, and in response thereto, respectfully
advise the Staff that we have revised on page 22 in the Amendment No. 1 to Registration to disclose and explain what inventory turnover
days represent and how it is calculated. We also have described the specific factors contributing to the period over period change and
to the extent relevant. Further, we have incorporated it into the Results of Operations disclosure on page 56 in the Amendment No. 1 to
Registration.

Management's Discussion and Analysis of Financial
Condition and Results of Operations Critical Accounting Policies and Management Estimates, page 58

 6) Your critical accounting
policy and estimates discussion is a recitation of your significant accounting policies from the footnotes. Please revise to address
only those estimates that are critical accounting estimates and provide the disclosures required by Item 5E of Form 20-F. In this regard,
we note that this disclosure should supplement, but not duplicate, the description of accounting policies or other disclosures in the
notes to the financial statements.

RESPONSE: We note the Staff’s comment, and in response thereto, respectfully
advise the Staff that we have revised starting from page 59 in the Amendment No. 1 to Registration to address only those estimates that
are critical accounting estimates and provide the disclosures required by Item 5E of Form 20-F.

    2

Business

Industry Position, page 66

 7) Please revise to clarify
whether you believe that you "are top five in annual sales in the industry" for all of China, or for the Yangtze River Delta
region, and provide greater detail regarding what that region encompasses.

RESPONSE: We note the Staff’s comment,
and in response thereto, respectfully advise the Staff that we have revised page 63 in the Amendment No. 1 to Registration Statement to
remove the statement that we “are top five in annual sales in the industry”.

Our Customers, page 71

 8) Please disclose the number
of customers for each period presented.

RESPONSE: We note the Staff’s comment, and in response thereto, respectfully
advise the Staff that we have revised page 68 in the Amendment No. 1 to Registration Statement to disclose the number of customers for
the fiscal years ended June 30, 2021 and 2020.

Related Party Transactions

Other Transactions with Related Parties, page
96

 9) Please file the loan agreement
with Tong Qinju as an exhibit to your registration statement. Refer to Item 601(b)(10)(ii)(A) of Regulation S-K.

RESPONSE: We note the Staff’s comment,
and in response thereto, respectfully advise the Staff that Tong Qinju is one of the original founders and shareholder of our operating subsidiary Wuxi Li Bang Kitchen Appliance
Co., Ltd., as well as mother of our CEO Huang Feng. Mrs. Tong has periodically provided working capital for the operations of our subsidiary
on short-term basis as loans. These loans are often paid off quickly by the operating subsidiary with only recording in its accounting
book.

Taxation, page 114

 10) Please revise to state that
the disclosure in this section represents the opinion of Jiangsu Junjin Law Firm with respect to tax matters. For guidance, refer to
Section III.B.2 of Staff Legal Bulletin No. 19.

RESPONSE: We note the Staff’s comment, and in response thereto, respectfully
advise the Staff that we have revised on page 111 in the Amendment No. 1 to Registration Statement to state that the disclosure in this
section represents the opinion of Jiangsu Junjin Law Firm with respect to tax matters. Also, we have submitted Exhibit 99.1 Opinion of
Jiangsu Junjin Law Firm, regarding certain PRC law matters which include PRC tax matters.

Notes to Consolidated Financial Statements

Note 2 - Summary of Significant Accounting
Policies

(n) Revenue recognition, page F-11

    3

 11) We note you refer to design
and installation services as well as after-sales services throughout the filing. Please revise your disclosures here to include your
policy for recognizing revenue related to these services. To the extent to you do not earn revenue from such services, revise your disclosures
elsewhere to make that clear. In this regard, we note you disclose on page 48 that you “sell products and services” and on
page 70 that “customers pay for the[ese] services”.

RESPONSE: We note the Staff’s comment,
and in response thereto, respectfully advise the Staff that we have revised our disclosure about after-sales service on pages 2, 6, 49,
63 and 67 in the Amendment No. 1 to Registration Statement. According to the contracts, the customers do not have options to purchase
this service separately, and this promised warranty does not provide the customers with a service in addition to the assurance that the
product complies with agreed-upon specifications. The after-sales services are accounted as assurance warranty, The after-sales services
and the warranty are not considered separate performance obligations and no revenue is associated with these services under ASC 606.

General

 12) 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.

RESPONSE: We respectfully advise the Staff
that we do not have materials relating to written communications that we, or anyone authorized to do so on our behalf, have presented
or expect to present to potential investors in reliance on Section 5(d) of the Securities Act. The
Company will undertake to provide the Staff with copies of any additional written communications that are presented to potential investors
in the future by it or anyone authorized to do so on its behalf in reliance on Section 5(d) of the Securities Act.

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., or Mengyi “Jason” Ye, Esq. of Ortoli Rosenstadt LLP at
wsr@orllp.legal or jye@orllp.legal.

    Li Bang International Corporation Inc.

    /s/ Feng Huang

    Name:
    Feng Huang

    Title:
    Chief Executive Officer

4

United States securities and exchange commission logo
February 23, 2022
Feng Huang
Chief Executive Officer
Li Bang International Corp Inc.
No. 190 Xizhang Road, Gushan Town
Jiangyin City, Jiangsu Province
People’s Republic of China
Re:Li Bang International Corp Inc.
Registration Statement on Form F-1
Filed January 27, 2022
File No. 333-262367
Dear Mr. Huang:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form F-1
Cover Page
1.Please revise your disclosure to address how recent statements and regulatory actions by
China’s government, such as those related to data security or anti-monopoly concerns,
have or may impact the company’s ability to conduct its business, accept foreign
investments, or list on a U.S. or other foreign exchange. Your prospectus summary should
address, but not necessarily be limited to, the risks highlighted on the prospectus cover
page.
Prospectus Summary, page 1
2.Disclose each permission or approval that you or your subsidiaries are required to obtain

 FirstName LastNameFeng Huang
 Comapany NameLi Bang International Corp Inc.
 February 23, 2022 Page 2
 FirstName LastNameFeng Huang
Li Bang International Corp Inc.
February 23, 2022
Page 2
from Chinese authorities to operate your business. State whether you or your subsidiaries
are covered by permissions requirements from the China Securities Regulatory
Commission (CSRC), Cyberspace Administration of China (CAC) or any other entity that
is required to approve of your operations, and state affirmatively whether you have
received all requisite permissions or approvals and whether any permissions or approvals
have been denied. Please also describe the consequences to you and your investors if you
or your subsidiaries: (i) do not receive or maintain such permissions or approvals, (ii)
inadvertently conclude that such permissions or approvals are not required, or (iii)
applicable laws, regulations, or interpretations change and you are required to obtain such
permissions or approvals in the future.
Risk Factors
Our business is dependent on certain major customers..., page 19
3.We note that two customers accounted for 12% and 10% of the Company’s total revenues
for the year ended June 30, 2021.  Please revise to discuss the material terms of any
agreement with those customers, including the term and any termination provisions.
4.We note your disclosure that your customers "can only establish partnerships with us
through governmental and open procurement platforms."  Please revise to provide
additional discussion regarding this limitation and the impact this has on your operations
and provide more detailed disclosure regarding those platforms.
Failure to maintain optimal inventory levels may increase the cost of holding inventory or cause
us to lose sales, page 21
5.We note your disclosure regarding “inventory turnover days”.  Please revise to explain
what this measure represents and how it is calculated.  Further, describe the specific
factors contributing to the period over period change and to the extent relevant,
incorporate this into the Results of Operations disclosures.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Critical Accounting Policies and Management Estimates, page 58
6.Your critical accounting policy and estimates discussion is a recitation of your significant
accounting policies from the footnotes. Please revise to address only those estimates that
are critical accounting estimates and provide the disclosures required by Item 5E of Form
20-F.  In this regard, we note that this disclosure should supplement, but not duplicate, the
description of accounting policies or other disclosures in the notes to the financial
statements.
Business
Industry Position, page 66
7.Please revise to clarify whether you believe that you "are top five in annual sales in the
industry" for all of China, or for the Yangtze River Delta region, and provide greater

 FirstName LastNameFeng Huang
 Comapany NameLi Bang International Corp Inc.
 February 23, 2022 Page 3
 FirstName LastNameFeng Huang
Li Bang International Corp Inc.
February 23, 2022
Page 3
detail regarding what that region encompasses.
Our Customers, page 71
8.Please disclose the number of customers for each period presented.
Related Party Transactions
Other Transactions with Related Parties, page 96
9.Please file the loan agreement with Tong Qinju as an exhibit to your registration
statement.  Refer to Item 601(b)(10)(ii)(A) of Regulation S-K.
Taxation, page 114
10.Please revise to state that the disclosure in this section represents the opinion of Jiangsu
Junjin Law Firm with respect to tax matters.  For guidance, refer to Section III.B.2 of
Staff Legal Bulletin No. 19.
Notes to Consolidated Financial Statements
Note 2 - Summary of Significant Accounting Policies
(n) Revenue recognition, page F-11
11.We note you refer to design and installation services as well as after-sales services
throughout the filing.  Please revise your disclosures here to include your policy for
recognizing revenue related to these services.  To the extent to you do not earn revenue
from such services, revise your disclosures elsewhere to make that clear.  In this regard,
we note you disclose on page 48 that you “sell products and services” and on page 70 that
“customers pay for the[ese] services”.
General
12.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.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Melissa Kindelan, Senior Staff Accountant, at (202) 551-3564 or
Christine Dietz, Senior Staff Accountant, at (202) 551-3408 if you have questions regarding

 FirstName LastNameFeng Huang
 Comapany NameLi Bang International Corp Inc.
 February 23, 2022 Page 4
 FirstName LastName
Feng Huang
Li Bang International Corp Inc.
February 23, 2022
Page 4
comments on the financial statements and related matters.  Please contact Matthew Derby, Staff
Attorney, at (202) 551-3334 or Jeff Kauten, Staff Attorney, at (202) 551-3447 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Jason Ye