SecProbe.io

CORRESP
 1
 filename1.htm

 Via
EDGAR

 United
States Securities and Exchange Commission

 Division
of Corporation Finance

 Office
of Energy & Transportation

 100
F Street, N.E.

 Washington,
DC 20549

 June 16, 2026

 Re:
Leishen Energy Holding Co., Ltd.

 Acceleration
Request for Registration Statement on Form F-3

 Initially
filed June 8, 2026

 File
No. 333-296613

 Ladies
and Gentlemen:

 Pursuant
to Rule 461 under the Securities Act of 1933, as amended, Leishen Energy Holding Co., Ltd. hereby requests that the effective date and
time of the above-referenced registration statement be accelerated to Thursday, June 18, 2026 at 4:00 pm Eastern Time, or as soon thereafter
as practicable.

 Please
feel free to direct any questions or comments concerning this request to our U.S. legal counsel, David Manno of McCarter & English,
LLP by telephone at +1 (212)-609-6833 via e-mail at dmanno@mccarter.com .

 Thank
you for your assistance in this matter.

 Sincerely,

 Leishen
 Energy Holding Co., Ltd.

 By:
 /s/
 Zhiping Yu

 Name:
 Zhiping Yu

 Title:
 Chief Financial Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 June 15, 2026

Zhiping Yu
Chief Financial Officer
Leishen Energy Holding Co., Ltd.
103 Huizhong Li, B Building, Peking Times Square, Unit 15B10
Chaoyang District, Beijing, China

 Re: Leishen Energy Holding Co., Ltd.
 Registration Statement on Form F-3
 Filed June 8, 2026
 File No. 333-296613
Dear Zhiping Yu:
 This is to advise you that we have not reviewed and will not review your
registration
statement.
 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you that
the company and its management are responsible for the accuracy and adequacy of
their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.
 Please contact Liz Packebusch at 202-551-8749 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Energy &
Transportation
cc: David Manno
</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 4, 2026

Hongliang Li
Chief Executive Officer
Leishen Energy Holding Co., Ltd.
103 Huizhong Li, B Building, Peking Times Square, Unit 15B10
Chaoyang District, Beijing, China

 Re: Leishen Energy Holding Co., Ltd.
 Form 20-F for Fiscal Year Ended September 30, 2025
 Filed January 30, 2026
 File No. 001-42445
Dear Hongliang Li:

 We have completed our review of your filing. 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.

 Sincerely,

 Division of
Corporation Finance
 Office of Energy &
Transportation
</TEXT>
</DOCUMENT>

CORRESP
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 filename1.htm

 April
29, 2026

 VIA
EDGAR

 United
States Securities and Exchange Commission

 Division
of Corporate Finance

 Office
of Energy & Transportation

 100
F. Street, N.E.

 Washington,
D.C. 20549

 Attention:
Myra Moosariparambil and Kimberly Calder

 Re:

 Leishen
 Energy Holding Co., Ltd.

 Form
 20-F for Fiscal Year Ended September 30, 2025

 Filed
 January 30, 2026

 File
 No. 001-42445

 Dear
Staff,

 Leishen
Energy Holding Co., Ltd. (the " Company ," " we ," " our " or " us ")
hereby respectfully submits our response to the comment letter from the staff (the " Staff ") of the United States Securities
and Exchange Commission (the " Commission ") on April 16, 2026, relating to the above referenced Form 20-F for Fiscal
Year Ended September 30, 2025 (the " 20-F "). The Company is concurrently submitting an amended annual report on Form
20-F/A for the fiscal year ended September 30, 2025 (the " 20-F/A ").

 The
Staff's comments from its letter dated April 16, 2026 are repeated below in bold and followed by the Company's responses.
We have included page numbers to refer to the location in the 20-F where the language addressing the comments appears. Capitalized terms
used but not otherwise defined herein have the meanings set forth in the 20-F/A.

 Form
20-F for Fiscal Year Ended September 30, 2025

 Item
15. Controls and Procedures

 Management's
Annual Report on Internal Control over Financial Reporting and Attestation

 Report
of the Registered Public Accounting Firm, page 90

 1.
 As
 the company has previously filed an annual Form 20-F, it no longer meets the exemption requirements. Please amend the filing to provide
 management's annual report on internal control over financial reporting as required by Part II, Item 15(b) of the Form 20-F.
 Please ensure the amendment includes updated certifications that refer to the Form 20-F/A.

 Response :
We have revised the disclosure on pages 90 and 91 of the 20-F/A in response to the Staff's comment. In our revised disclosure,
we have included our management's annual report on internal control over financial reporting. Additionally, we have updated exhibits
12.1, 12.2, 13.1 and 13.2 to update management's certifications that refer to the Form 20-F/A.

 Index
to Consolidated Financial Statements

 Notes
to the Consolidated Financial Statements

 Note
20 – Segment Information, page F-31

 2.
 Please
amend your filing to provide the segment information required by Accounting Standard Update 2023-07 or explain why you believe you are
not subject to the amendments in the Update. To the extent you agree the Update is applicable in the current period, please provide all
disclosures required by ASC 280-10-50, including:

 ●
 The title and position of the individual or the name of
the group or committee identified as the chief operating decision maker. See ASC 280-10-50-21(c).

 ●
 Each segment's measure(s) of profit or loss used by
the chief operating decision maker (CODM) in assessing segment performance and allocating resources. See ASC 280-10-50-28A and 50-29.f.

 ●
 Disclosures that reconcile the segmented information with
consolidated financial information for each period an income statement is presented, as required by ASC 280-10-50-30 and 50-31.

 ●
 Significant expense categories that are regularly reviewed
by the CODM and included in reported segment profit or loss in accordance with ASC 280-10-50-26A. If you do not disclose significant
expense categories for one or more reportable segments, explain the nature of the expense information the CODM uses to manage operations.
See ASC 280-10-50-26C.

 ●
 Disclose amounts of other segment items that may be required
by ASC 280-10-50-26B, as applicable.

 Response :
We have revised the disclosure on pages F-31 and F-32 of the 20-F/A in response to the Staff's comment.

 We
thank the Staff for its review of the foregoing. If you have any questions regarding this matter, please do not hesitate to contact our
counsel, Huan Lou, Esq. at McCarter & English, LLP at hlou@mccarter.com or by telephone at 212-609-6836.

 Very
 truly yours,

 /s/
 Hongliang Li

 Hongliang
 Li

 Chief
 Executive Officer

 cc:
 Huan
 Lou, Esq.

 McCarter
 & English, LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 16, 2026

Hongliang Li
Chief Executive Officer
Leishen Energy Holding Co., Ltd.
103 Huizhong Li, B Building, Peking Times Square, Unit 15B10
Chaoyang District, Beijing, China

 Re: Leishen Energy Holding Co., Ltd.
 Form 20-F for Fiscal Year Ended September 30, 2025
 Filed January 30, 2026
 File No. 001-42445
Dear Hongliang Li:

 We have limited our review of your filing to the financial statements
and related
disclosures and have the following comments.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 20-F for Fiscal Year Ended September 30, 2025
Item 15. Controls and Procedures
Management s Annual Report on Internal Control over Financial Reporting and
Attestation
Report of the Registered Public Accounting Firm, page 90

1. As the company has previously filed an annual Form 20-F, it no longer
meets the
 exemption requirements. Please amend the filing to provide management
s annual report
 on internal control over financial reporting as required by Part II,
Item 15(b) of the Form
 20-F. Please ensure the amendment includes updated certifications that
refer to the Form
 20-F/A.
 April 16, 2026
Page 2
Index to Consolidated Financial Statements
Notes to the Consolidated Financial Statements
Note 20 Segment Information, page F-31

2. Please amend your filing to provide the segment information required by
Accounting
 Standard Update 2023-07 or explain why you believe you are not subject
to the
 amendments in the Update. To the extent you agree the Update is
applicable in the
 current period, please provide all disclosures required by ASC
280-10-50, including:
 The title and position of the individual or the name of the group or
committee
 identified as the chief operating decision maker. See ASC
280-10-50-21(c).
 Each segment s measure(s) of profit or loss used by the chief
operating decision
 maker (CODM) in assessing segment performance and allocating
resources. See
 ASC 280-10-50-28A and 50-29.f.
 Disclosures that reconcile the segmented information with
consolidated financial
 information for each period an income statement is presented, as
required by ASC
 280-10-50-30 and 50-31.
 Significant expense categories that are regularly reviewed by the
CODM and
 included in reported segment profit or loss in accordance with ASC
280-10-50-26A.
 If you do not disclose significant expense categories for one or
more reportable
 segments, explain the nature of the expense information the CODM
uses to manage
 operations. See ASC 280-10-50-26C.
 Disclose amounts of other segment items that may be required by ASC
280-10-50-
 26B, as applicable.

 In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.

 Please contact Myra Moosariparambil at 202-551-3796 or Kimberly Calder at
202-551-
3701 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Energy &
Transportation
</TEXT>
</DOCUMENT>

CORRESP
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DOMINARI
SECURITIES LLC

725
Fifth Avenue, 23rd Floor

New
York, NY 10022

December
13, 2024

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

Office
of Technology

100
F Street, N.E.

Washington,
D.C. 20549

    Attention:
    Lauren
    Pierce

    Jan
    Woo

    Becky
    Chow

    Stephen
    Krikorian

    Re:
    Leishen
    Energy Holding Co., Ltd. (the “Company”)

    Registration
    Statement on Form F-1

    CIK
    No. 0001985139

    File
    No. 333-282433 (the “Registration Statement”)

Dear
Ladies and Gentlemen:

In
accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, (the “Act”),
we hereby join the Company’s request for acceleration of the above-referenced Registration Statement, requesting effectiveness
for 4:00 p.m., Eastern Time, on Tuesday, December 17, 2024, or as soon thereafter as practicable.

We
also request that the Registration Statement on Form 8-A under the Securities Exchange Act of 1934, covering the ordinary shares the
Company, be declared effective concurrently with the Registration Statement.

Pursuant
to Rule 460 under the Act, we wish to advise you that the underwriters have distributed as many copies of the Preliminary Prospectus
dated October 29, 2024 to underwriters, dealers, institutions and others as appears to be reasonable to secure adequate distribution
of the Preliminary Prospectus.

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

[Signature
page follows]

    Very
    truly yours,

    As
    representative of the underwriters

    DOMINARI
    SECURITIES LLC

    By:
    /s/
    Eric Newman

    Name:
    Eric
    Newman

    Title:
    Executive
    Vice President

CORRESP
1
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Leishen
Energy Holding Co., Ltd.

103
Huizhong Li, B Building, Peking Times Square, Unit 15B10

Chaoyang
District, Beijing, China 100101

December
13, 2024

Via
EDGAR

Division
of Corporation Finance

Office
of Technology

U.S.
Securities and Exchange Commission

100
F Street, NE

Washington,
D.C., 20549

    Attention:
    Becky
    Chow

    Stephen
    Krikorian

    Lauren
    Pierce

    Jan
    Woo

    Re:
    Leishen
    Energy Holding Co., Ltd.

    Registration
    Statement on Form F-1, as amended (File No. 333-282433)

    Request
    for Acceleration of Effectiveness

Ladies
and Gentlemen:

In
accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Leishen Energy Holding Co.,
Ltd. 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 4:00 p.m., Eastern Time, on December 17, 2024, or
as soon thereafter as practicable.

    Very
    truly yours,

    Leishen
    Energy Holding Co., Ltd.

    By:
    /s/
    Hongliang Li

    Name:
    Hongliang
    Li

    Title:
    Director
    and Chief Executive Officer

    cc:
    Huan
    Lou, Esq.

    David
    Manno, Esq.

    Sichenzia
    Ross Ference Carmel LLP

CORRESP
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Leishen
Energy Holding Co., Ltd.

103
Huizhong Li, B Building, Peking Times Square, Unit 15B10

Chaoyang
District, Beijing, China

October
28, 2024

Via
Edgar Correspondence

Becky
Chow, Stephen Krikorian, Lauren Pierce, Jan Woo

Division
of Corporation Finance

Office
of Technology

U.S.
Securities and Exchange Commission

100
F Street, NE

Washington,
D.C., 20549

    Re:
    Leishen
    Energy Holding Co., Ltd.

    Registration
    Statement on Form F-1

    Filed
    October 1, 2024

    File
    No. 333-282433

Dear
Madam, Sirs,

This letter is filed in response to the letter dated
October 16, 2024, from the staff (the “Staff”) of the U.S. Securities and Exchange Commission addressed to Leishen Energy
Holding Co., Ltd. (the “Company”, “we”, and “our”). An amendment to the registration statement on
Form F-1 (the “Registration Statement”) is being filed publicly to accompany this letter.

Response
to SEC Letter dated October 16, 2024

Registration
Statement on Form F-1 filed October 1, 2024

Principal
Shareholders, page 145

    1.
    Please
    revise your disclosure to explain how your shareholders beneficially own more than 100% of your voting power.

Response:
Please refer to the revised disclosures at pages 8, 144, 145 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 outside securities counsel Huan Lou, Esq. at hlou@srfc.law or (646) 810-2187
or David Manno, Esq. at dmanno@srfc.law or (212) 981-6772, of Sichenzia Ross Ference Carmel LLP.

    Very truly yours,

    /s/ Hongliang
    Li

    Name:
    Hongliang Li

    Title:
    Chief Executive Officer and Director

October 16, 2024
Hongliang Li
Chief Executive Officer
Leishen Energy Holding Co., Ltd.
103 Huizhong Li, B Building, Peking Times Square, Unit 15B10
Chaoyang District, Beijing, China
Re:Leishen Energy Holding Co., Ltd.
Registration Statement on Form F-1
Filed October 1, 2024
File No. 333-282433
Dear Hongliang Li:
            We have reviewed your 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.
Registration Statement on Form F-1 filed October 1, 2024
Principal Shareholders, page 145
1.Please revise your disclosure to explain how your shareholders beneficially own more
than 100% of your voting power.

October 16, 2024
Page 2
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Becky Chow at 202-551-6524 or Stephen Krikorian at 202-551-3488 if
you have questions regarding comments on the financial statements and related
matters. Please contact Lauren Pierce at 202-551-3887 or Jan Woo at 202-551-3453 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:David Manno

CORRESP
1
filename1.htm

Leishen
Energy Holding Co., Ltd.

103
Huizhong Li, B Building, Peking Times Square, Unit 15B10

Chaoyang
District, Beijing, China

 October
1,  2024

Via
Edgar Correspondence

Becky
Chow, Stephen Krikorian, Lauren Pierce, Jan Woo

Division
of Corporation Finance

Office
of Technology

U.S.
Securities and Exchange Commission

100
F Street, NE

Washington,
D.C., 20549

    Re:
    Leishen
                                            Energy Holding Co., Ltd.

    Registration
    Statement on Form F-1

    CIK
    No. 0001985139

Dear
Madam, Sirs,

This
letter is filed in response to the letter dated August 28, 2024, from the staff (the “Staff”) of the U.S. Securities and
Exchange Commission addressed to Leishen Energy Holding Co., Ltd. (the “Company”, “we”, and “our”).
A registration statement on Form F-1 (the “Registration Statement”) is being filed publicly to accompany this letter.

Response
to SEC Letter dated August 28, 2024

Draft
Registration Statement filed August 16, 2024

Notes
to the Consolidated Financial Statements

Note
16 - Equity

Additional
paid-in capital, page F-28

    1.
    We
    note your disclosure that “On March 12, 2023 and March 20, 2023, China Oil Blue Ocean and ZJY Technologies’ individual
    shareholders withdrew their share capital from the companies.” You also state: “These share capital withdrawals reduced
    additional paid-in capital $10,147,447, which were credited to amount due to related parties.” Please clarify why the withdrawals
    are being credited to amount due to related parties. In this regard, we note that on page 138 the shareholders received ordinary
    shares of Leishen Cayman in consideration for the transfer of the shareholders’ capital. Please describe your basis for accounting
    for the withdrawal and the reduction of the shareholders’ ownership interest in those subsidiaries.

Response:
Please refer to the revised disclosure in the section “Related Party Transactions”.

According
to Article 226 of the Company Law of the PRC, if the registered capital of a company is reduced in violation of the provisions of such
law, the shareholders shall return the funds they received, and if the shareholder’s contribution is reduced or exempted, the original
state shall be restored; if losses are caused to the company, the shareholders and the responsible directors, supervisors and senior
managers shall bear liability for compensation. According to such provision and other related regulations, a company reducing its share
capital subscribed by a shareholder may pay consideration to such shareholder.

As
part of the corporate reorganization to prepare for this offering and listing, Leishen Cayman was incorporated, and Leishen Cayman’s
subsidiary Leishen (Holding) Hong Kong subscribed for share capital in China Oil Blue Ocean and ZJY Technologies. In conjunction with
such subscription, the registered share capital of China Oil Blue Ocean and ZJY Technologies were reduced and withdrawn by their historical
individual shareholders in March 2023, thereby reducing the Company’s consolidated additional paid-in capital by $10,147,447 in
the aggregate as at September 30, 2023. As a result, Leishen (Holding) Hong Kong became the sole shareholder of China Oil Blue Ocean
and ZJY Technologies.

Such
amount of $10,147,447 became payable to the previous shareholders of China Oil Blue Ocean and ZJY Technologies and their assignees, which
constitutes a withdrawal of share capital by them. Specifically, $5,980,153 became payable to Hongqi Li and $4,036,942 became payable
to Hongliang Li. Since Hongqi Li and Hongliang Li are both the related parties of the Company, such withdrawals were therefore credited
to the Company’s “Amount due to related parties” balance.

In
accordance with Chinese regulatory requirements, China Oil Blue Ocean and ZJY Technologies have completed their registrations with the
competent market supervision and administration departments for such share capital reductions. Since repayment of the amounts due requires
sufficient cash and would affect the Company’s cash flow, management of the Company determined that the balance will be paid in
the future depending on the Company’s future operations and cash flow status. Hongqi Li and Hongliang Li have provided a written
letter of undertaking, appended to the Registration Statement as Exhibit 99.8, stating that after receiving each repayment from China
Oil Blue Ocean or ZJY Technologies, they will reinvest an equivalent amount in the Company in a lawful and compliant manner.

We
hope this response has addressed all of the Staff’s concerns relating to the comment letter. Should you have additional questions
regarding the information contained herein, please contact our outside securities counsel Huan Lou, Esq. at hlou@srfc.law or (646) 810-2187
or David Manno, Esq. at dmanno@srfc.law or (212) 981-6772, of Sichenzia Ross Ference Carmel LLP.

    Very
    truly yours,

    /s/
    Hongliang Li

    Name:

    Hongliang
    Li

    Title:

    Chief
    Executive Officer and Director

August 28, 2024
Hongliang Li
Chief Executive Officer
Leishen Energy Holding Co., Ltd.
103 Huizhong Li, B Building, Peking Times Square, Unit 15B10
Chaoyang District, Beijing, China
Re:Leishen Energy Holding Co., Ltd.
Amendment No. 4 to Draft Registration Statement on Form F-1
Submitted August 16, 2024
CIK No. 0001985139
Dear Hongliang Li:
            We have reviewed your amended draft registration statement and have the following
comment.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on EDGAR.
If you do not believe a comment applies to your facts and circumstances or do not believe an
amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional comments.
Draft Registration Statement filed August 16, 2024
Notes to the Consolidated Financial Statements
Note 16 - Equity
Additional paid-in capital, page F-28
1.We note your disclosure that "On March 12, 2023 and March 20, 2023, China Oil Blue
Ocean and ZJY Technologies’ individual shareholders withdrew their share capital from
the companies." You also state: "These share capital withdrawals reduced additional paid-
in capital $10,147,447, which were credited to amount due to related parties." Please
clarify why the withdrawals are being credited to amount due to related parties. In this
regard, we note that on page 138 the shareholders received ordinary shares of Leishen
Cayman in consideration for the transfer of the shareholders' capital. Please describe your
basis for accounting for the withdrawal and the reduction of the shareholders' ownership
interest in those subsidiaries.

August 28, 2024
Page 2
            Please contact Becky Chow at 202-551-6524 or Stephen Krikorian at 202-551-3488 if
you have questions regarding comments on the financial statements and related matters. Please
contact Lauren Pierce at 202-551-3887 or Jan Woo at 202-551-3453 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:David Manno

United States securities and exchange commission logo
December 12, 2023
Hongliang Li
Chief Executive Officer
Leishen Energy Holding Co., Ltd.
103 Huizhong Li, B Building, Peking Times Square, Unit 15B10
Chaoyang District, Beijing, China
Re:Leishen Energy Holding Co., Ltd.
Amendment No. 2 to Draft Registration Statement on Form F-1
Submitted November 28, 2023
CIK No. 0001985139
Dear Hongliang Li:
            We have reviewed your amended draft registration statement and have the following
comment.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. If you do not believe a comment applies to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, any references to prior comments are to comments in our
November 2, 2023 letter.
Form DRS/A submitted on November 28, 2023
Notes to Consolidated Financial Statements
Revenue recognition, page F-14
1.We note your responsive disclosure to our prior comment 4. Please revise to include
quantitative disclosures of your revenue disaggregation in your financial statements
footnote. Refer to ASC 606-10-50-5 and ASC 606-10-50-6.

 FirstName LastNameHongliang Li
 Comapany NameLeishen Energy Holding Co., Ltd.
 December 12, 2023 Page 2
 FirstName LastName
Hongliang Li
Leishen Energy Holding Co., Ltd.
December 12, 2023
Page 2
            Please contact Becky Chow at 202-551-6524 or Stephen Krikorian at 202-551-3488 if
you have questions regarding comments on the financial statements and related matters. Please
contact Marion Graham at 202-551-6521 or Jan Woo at 202-551-3453 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       David Manno

United States securities and exchange commission logo
November 2, 2023
Hongliang Li
Chief Executive Officer
Leishen Energy Holding Co., Ltd.
103 Huizhong Li, B Building, Peking Times Square, Unit 15B10
Chaoyang District, Beijing, China
Re:Leishen Energy Holding Co., Ltd.
Amendment No. 1 to Draft Registration Statement on Form F-1
Submitted October 16, 2023
CIK No. 0001985139
Dear Hongliang Li:
            We have reviewed your amended draft registration statement and have the following
comments.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. If you do not believe a comment applies to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional comments.
Unless we note otherwise, any references to prior comments are to comments in our September
21, 2023 letter.
Form DRS/A filed on October 16, 2023
Prospectus Summary, page 1
1.We note your response to prior comment 15 that you have not recognized any revenue
from customers in Saudi Arabia, Kazakhstan and Indonesia for the fiscal years ended
September 30, 2021 and 2022 but you continue to disclose that you serve a "large
customer base" in those regions.  Please revise to state that you have not yet generated
revenue from those regions in 2021 and 2022.
2.Please refer to prior comments 4 and 7 and revise your prospectus summary and risk
factors to disclose the risk that the Chinese government may exert more control over
offerings conducted overseas and/or foreign investment in China-based issuers, which
could result in a material change in your operations and/or the value of the securities you

 FirstName LastNameHongliang Li
 Comapany NameLeishen Energy Holding Co., Ltd.
 November 2, 2023 Page 2
 FirstName LastName
Hongliang Li
Leishen Energy Holding Co., Ltd.
November 2, 2023
Page 2
are registering for sale.  We note that you face “risks associated with regulatory approvals
on offerings conducted overseas by and foreign investment in China-based issuers.”  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.”  Acknowledge any risks that
any actions by the Chinese government to exert more oversight and control over offerings
that are conducted overseas and/or foreign investment in China-based issuers could
significantly limit or completely hinder your ability to offer or continue to offer securities
to investors and cause the value of such securities to significantly decline or be worthless.
Index to consolidated financial statements, page F-1
3.Please update your financial statements and related disclosures throughout your
registration statement as required by Item 8.A.4 of Form 20-F.
Notes to Consolidated Financial Statements
Revenue recognition, page F-14
4.We are unable to find responsive disclosure to our prior comment 20 and reissue the
comment. Please advise or revise to include disclosure of your revenue disaggregation in
your financial statements footnote. Refer to ASC 606-10-50-5 and ASC 606-10-50-6.
            Please contact Becky Chow at 202-551-6524 or Stephen Krikorian at 202-551-3488 if
you have questions regarding comments on the financial statements and related matters. Please
contact Marion Graham at 202-551-6521 or Jan Woo at 202-551-3453 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       David Manno

United States securities and exchange commission logo
September 21, 2023
Hongliang Li
Chief Executive Officer
Leishen Energy Holding Co., Ltd.
103 Huizhong Li, B Building, Peking Times Square, Unit 15B10
Chaoyang District, Beijing, China
Re:Leishen Energy Holding Co., Ltd.
Draft Registration Statement on Form F-1
Submitted August 24, 2023
CIK No. 0001985139
Dear Hongliang Li:
            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 submitted on August 24, 2023
Cover Page
1.We note from your disclosure on the cover page that you exclude Hong Kong and Macau
from your definition of “PRC” or “China” for the purpose of your registration statement.
Please revise to remove the exclusion of Hong Kong and Macau from such definition.
2.Please disclose on the cover page that Hongliang Li, your Chief Executive Officer and
Director, through his holding company Polar Energy Company Limited controls a
majority of the voting power of your outstanding ordinary shares.  Please also include a
risk factor that Mr. Li will be able to influence your management and affairs and all
matters requiring shareholder approval.

 FirstName LastNameHongliang Li
 Comapany NameLeishen Energy Holding Co., Ltd.
 September 21, 2023 Page 2
 FirstName LastNameHongliang Li
Leishen Energy Holding Co., Ltd.
September 21, 2023
Page 2
Prospectus Summary, page 4
3.We note your disclosure that the "following diagram illustrates our corporate structure and
shareholders of each corporate entity listed herein immediately after completion of the
offering;" however, the diagram is not included here. Please revise.
4.In your summary of risk factors, disclose the risks that your corporate structure and being
based in or having the majority of the company’s operations in China poses to investors.
In particular, describe the significant regulatory, liquidity, and enforcement risks with
cross-references to the more detailed discussion of these risks in the prospectus. For
example, specifically discuss risks arising from the legal system in China, including risks
and uncertainties regarding the enforcement of laws and that rules and regulations in
China can change quickly with little advance notice; and the risk that the Chinese
government may intervene or influence your operations at any time, or may exert more
control over offerings conducted overseas and/or foreign investment in China-based
issuers, which could result in a material change in your operations and/or the value of the
securities you are registering for sale. Acknowledge any risks that any actions by the
Chinese government to exert more oversight and control over offerings that are conducted
overseas and/or foreign investment in China-based issuers could significantly limit or
completely hinder your ability to offer or continue to offer securities to investors and
cause the value of such securities to significantly decline or be worthless.
Implications of being an emerging growth company, page 7
5.We note you identify yourself as an emerging growth company, and you have elected to
use the extended transition period for complying with new or revised accounting standards
under Section 102(b)(1) of the Act. In this regard, please describe the risks resulting from
this election, including that your financial statements may not be comparable to
companies that comply with public company effective dates.
Market and Industry Data, page 8
6.Please disclose the data of the commissioned report published by Frost & Sullivan from
which you include statistical data and estimates.
Risk Factors, page 16
7.Given the Chinese government’s significant oversight and discretion over the conduct of
your business, please revise to highlight separately the risk that the Chinese government
may intervene or influence your operations at any time, which could result in a material
change in your operations and/or the value of the securities you are registering. Also,
given recent statements by the Chinese government indicating an intent to exert more
oversight and control over offerings that are conducted overseas and/or foreign investment
in China-based issuers, acknowledge the risk that any such action could significantly limit
or completely hinder your ability to offer or continue to offer securities to investors and

 FirstName LastNameHongliang Li
 Comapany NameLeishen Energy Holding Co., Ltd.
 September 21, 2023 Page 3
 FirstName LastName
Hongliang Li
Leishen Energy Holding Co., Ltd.
September 21, 2023
Page 3
cause the value of such securities to significantly decline or be worthless.
Failure to comply with PRC property-related laws. . ., page 33
8.Please describe the location and character of the principal properties you hold. In each
case describe the material terms of the leases or contracts governing those properties and
any major encumbrances thereon, including a description of the size and uses of the
property; productive capacity and extent of utilization of the company’s facilities; how the
assets are held; the products produced; and the location. Describe the extent to which you
or third parties are responsible for maintenance and other significant obligations related to
your leased properties. With regard to any material plans to construct, expand or improve
facilities, describe the nature of and reason for the plan, an estimate of the amount of
expenditures including the amount of expenditures already paid, a description of the
method of financing the activity, the estimated dates of start and completion of the
activity, and the increase of production capacity anticipated after completion.
Management's discussion and analysis of financial condition and results of operations, page 46
9.Please disclose whether you utilize any key metrics or financial measures to evaluate your
business, measure your performance, identify trends affecting your business, establish
budgets, measure the effectiveness of investments in your technology and development
and sales and marketing, and assess your operational efficiencies. Refer to Item 5
Operating and Finance Review and Prospects to Form 20-F.
Factors Affecting Our Results of Operations, page 48
10.Please discuss whether supply chain disruptions materially affect your outlook or business
goals. Specify whether challenges have materially impacted your results of operations or
capital resources and quantify, to the extent possible, how your sales, profits, and/or
liquidity have been impacted. Discuss known trends or uncertainties resulting from
mitigation efforts undertaken, if any. Explain whether any mitigation efforts introduce
new material risks, including those related to product quality, reliability, or regulatory
approval of products.
Revenues, page 51
11.We note your disclosure that the increase in revenue from digitalization and integration
equipment sales "was contributed to continuously increased requirement to our
digitalization and integration equipment" and the increase in revenue from oil and gas
engineering technical services "was contributed to continuously increased requirement to
our compressor booster service." Please revise to disclose the material factors underlying
the changes in revenue.

 FirstName LastNameHongliang Li
 Comapany NameLeishen Energy Holding Co., Ltd.
 September 21, 2023 Page 4
 FirstName LastName
Hongliang Li
Leishen Energy Holding Co., Ltd.
September 21, 2023
Page 4
Liquidity and Capital Resources, page 54
12.Please clearly disclose the minimum funding required remaining in business for at least
the next 12 months.  In addition, revise to disclose the minimum number of months that
you will be able to conduct your planned operations using currently available capital
resources.  Please refer to Item 5B. Liquidity and Capital Resources to Form 20-F.
13.Please provide a more informative discussion and analysis of cash flows from operating
activities, including changes in working capital components, for the periods presented. In
doing so, explain the underlying reasons and implications of material changes between
periods to provide investors with an understanding of trends and variability in cash flows.
Please refer to Item 5B(1) to (3) Liquidity and capital resources.  In addition, please revise
references to cash used in an activity to show that such amounts have a negative impact on
your cash flows (e.g., mark in parenthesis).
Competitive Landscape of Oilfield Services Market in China, page 77
14.Please revise to define or explain briefly "assemblers in the market" and why they are
excluded from the market information.
Business, page 87
15.We note your disclosure on page 87 that you serve a large customer base throughout PRC,
Saudi Arabia, Kazakhstan and Indonesia. To the extent material, please disclose the
percentage of revenue that you generate from each country for all periods presented. Refer
to Item 4.B.2. of Form 20-F.
16.Please expand your disclosure in this section to describe the relationship you have with
your manufacturing partners, including where they are based, manufacturing capacities,
company oversight, and any existing long-term manufacturing contracts which you are
substantially dependent upon. Additionally, disclose the extent to which you manufacture
your own products.
Our Customers, page 110
17.We note that for the year ended September 30, 2022, your four largest customers
accounted for 61% of your total revenue. Please disclose the terms of any material
agreements with these customers, including the identity of the customer, the term of the
agreements and any termination provisions. In addition, please add a risk factor regarding
your reliance on these customers and any uncertainties regarding your relationship with
them.
18.On page 102, your disclosure provides that the “integrated pre-splitting device has been
successfully implemented in various of Customer Group B’s Northwest Oilfield projects,
including the Shunbei No. 5 Combined Station and Shunbei No. 1 Treatment Station
Sewage System Expansion Project;” however, on page 110, the Northwest Oilfield

 FirstName LastNameHongliang Li
 Comapany NameLeishen Energy Holding Co., Ltd.
 September 21, 2023 Page 5
 FirstName LastName
Hongliang Li
Leishen Energy Holding Co., Ltd.
September 21, 2023
Page 5
projects are attributed to Customer Group A. Please reconcile.
Related Party Transactions, page 139
19.We note that you have loans due from Li Hongliang, Chief Executive Officer and director
of the company, as of September 30, 2022.  Exchange Act Section 13(k)(1) prohibits
public companies from extending or maintaining credit in the form of personal loans to or
for any director or executive officer. Please disclose the business purpose of the loan and
tell us how you intend to comply with Section 13(k) of the Securities Exchange Act of
1934 with respect to this loan.
Notes to Consolidated Financial Statements
Revenue recognition, page F-14
20.Please tell us how you considered the guidance in ASC 606-10-55-89 through 55-91
regarding presentation of disaggregated revenues. We note that your Results of Operations
section in MD&A discusses the percentage change in revenue for each revenue source.
Please advise or revise to include disclosure of your revenue disaggregation in your
financial statements footnote.
Income taxes, page F-29
21.Please disclose a description of tax years that remain subject to examination by major tax
jurisdictions that is required under ASC 740-10-50-15e.
Parent company information (unaudited), page F-33
22.Please confirm that your parent only financial statements will be audited. Please refer to
Rule 5-04(c) of Regulation S-X.
General
23.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.

 FirstName LastNameHongliang Li
 Comapany NameLeishen Energy Holding Co., Ltd.
 September 21, 2023 Page 6
 FirstName LastName
Hongliang Li
Leishen Energy Holding Co., Ltd.
September 21, 2023
Page 6
            You may contact Becky Chow, Senior Staff Accountant, at (202) 551-6524 or Stephen
Krikorian, Accounting Branch Chief, at (202) 551-3488 if you have questions regarding
comments on the financial statements and related matters.  Please contact Marion Graham, Staff
Attorney, at (202) 551-6521 or Jan Woo, Legal Branch Chief, at (202) 551-3453 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       David Manno