SecProbe.io

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March 26, 2026

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-1004

    Re:
    Texxon Holding Limited

Registration Statement on Form F-1, as amended

File No. 333-294591

Ladies and Gentlemen:

As the placement agent of
the proposed offering of Texxon Holding Limited (the “Company”), 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 March 31, 2026, or as soon thereafter
as is practicable.

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

    Very truly yours,

    D. BORAL CAPITAL LLC

    By:
    /s/ Stephanie Hu

    Name:
    Stephanie Hu

    Title:
    Co-Head of Investment Banking

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Texxon Holding Limited

703, Block A, 1799 Wuzhong Road

Minhang District, Shanghai, China 200335

Tel: +86 574-62629970

March 26, 2026

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

Washington, D.C. 20549

    Attention:
    Rebekah Reed

    Re:
    Texxon Holding Limited

    Registration Statement on Form F-1

    Initially filed on March 25, 2026

    File No. 333-294591

Ladies and Gentlemen:

Pursuant to Rule 461 under
the Securities Act of 1933, as amended, Texxon Holding Limited hereby requests acceleration of effectiveness of the above referenced Registration
Statement on Form F-1 so that it will become effective at 4:00 p.m. Eastern Time on March 31, 2026, or as soon thereafter as practicable.

    Very truly yours,

    /s/ Hui Xu

    Name:
    Hui Xu

    Title:
    Chief Executive Officer

    cc:

    Ellenoff Grossman & Schole LLP

    Hunter Taubman Fischer & Li LLC

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Texxon Holding Limited

703, Block A, 1799 Wuzhong Road

Minhang District, Shanghai, China 200335

Tel: +86 574-62629970

March 26, 2026

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

Washington, D.C. 20549

    Attention:
    Abe Friedman

Theresa Brillant

Rebekah Reed

Donald Field

    Re:
    Texxon Holding Limited

    Registration Statement on Form F-1

    Initially filed on March 25, 2026

    File No. 333-294591

Ladies and Gentlemen:

Pursuant to Rule 461 under
the Securities Act of 1933, as amended, Texxon Holding Limited hereby requests acceleration of effectiveness of the above referenced Registration
Statement on Form F-1 so that it will become effective at 4:00 p.m. Eastern Time on March 31, 2026, or as soon thereafter as practicable.

    Very truly yours,

    /s/ Hui Xu

    Name:
    Hui Xu

    Title:
    Chief Executive Officer

    cc:

    Ellenoff Grossman & Schole LLP

    Hunter Taubman Fischer & Li LLC

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

Hui Xu
Chief Executive Officer
Texxon Holding Ltd
703, Block A, 1799 Wuzhong Road
Minhang District
Shanghai, China, 200335

 Re: Texxon Holding Ltd
 Draft Registration Statement on Form F-1
 Submitted March 13, 2026
 CIK No. 0002014337
Dear Hui Xu:

 This is to advise you that we do not intend to review your registration
statement.

 We request that you publicly file your registration statement and
non-public draft
submission on EDGAR at least two business days prior to the requested effective
date and time.
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 Rebekah Reed at 202-551-5332 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
cc: Wei Wang
</TEXT>
</DOCUMENT>

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Texxon Holding Limited

703, Block A, 1799 Wuzhong Road

Minhang District, Shanghai, China 200335

Tel: +86 574-62629970

September 26, 2025

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

Washington, D.C. 20549

    Attention:
    Abe Friedman

Theresa Brillant

Rebekah Reed

Donald Field

    Re:
    Texxon Holding Limited

    Registration Statement on Form F-1

    Initially filed on August 14, 2024, as amended

    File No. 333-281530

Ladies and Gentlemen:

Pursuant to Rule 461 under
the Securities Act of 1933, as amended, Texxon Holding Limited hereby requests acceleration of effectiveness of the above referenced Registration
Statement on Form F-1 so that it will become effective on September 30, 2025, at 4:00 p.m. Eastern Time, or as soon thereafter as practicable.

    Very truly yours,

    /s/ Hui Xu

    Name:
    Hui Xu

    Title:
    Chief Executive Officer

    cc:

    Ellenoff Grossman & Schole LLP

    CFN Lawyers LLC

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September 26, 2025

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

    Attention:
    Abe Friedman

Theresa Brillant

Rebekah Reed

Donald Field

    Re:
    Texxon Holding Limited (the “Company”)

Registration Statement on Form F-1,
as amended (File No. 333-281530)

Request for Acceleration of Effectiveness

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and
Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended, D. Boral Capital LLC, as representative
of the underwriters of the offering, hereby joins in the request of Texxon Holding Limited that the effective date of the above-referenced
Registration Statement be accelerated so as to permit it to become effective at 4:00 p.m., Eastern Time, on September 30, 2025, or as
soon thereafter as practicable.

Pursuant to Rule 460 of the General Rules and
Regulations of the Securities and Exchange Commission under the Securities Act of 1933, as amended, please be advised that there will
be distributed to each underwriter, who is reasonably anticipated to participate in the distribution of the security, as many copies of
the proposed form of preliminary prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

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

    Very truly yours,

    D. Boral Capital LLC

    By:
    /s/
Philip Wiederlight

    Name:
    Philip Wiederlight

    Title:
    Chief Operating Officer

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Texxon Holding Limited

703, Block A, 1799 Wuzhong Road

Minhang District, Shanghai, China 200335

Tel: +86 574-62629970

VIA EDGAR

August 14, 2025

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

Washington, D.C. 20549

    Attention:
    Abe Friedman

Theresa Brillant

Rebekah Reed

Donald Field

    Re:
    Texxon Holding Limited

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

    Filed August 11, 2025

    File No. 333-281530

Ladies and Gentlemen:

Texxon Holding Limited (the
“Company,” “we,” “our” or “us”) hereby transmits its response
to the comment letter received from the staff (the “Staff”, “you” or “your”)
of the U.S. Securities and Exchange Commission (the “Commission”) on August 13, 2025 relating to Amendment No.4 to
Registration Statement on Form F-1, filed by the Company to the Commission on August 11, 2025.

For the Staff’s convenience,
we have repeated below the Staff’s comment in bold and have followed each comment with the Company’s response. In response
to the Staff’s comment, the Company is filing via Edgar Amendment No.5 to the Registration Statement (the “Amendment No.
5”) with this response letter.

Amendment No. 4 to Registration Statement on Form F-1 filed August
11, 2025

Exhibit Index, page II-6

    1.
    Please file a revised legal opinion as Exhibit 5.1 that includes the specific number of securities being registered. Please also file a revised opinion of Hong Kong counsel that includes counsel's consent to being named in the prospectus and the filing of the opinion.

Response: In response to the Staff’s
comment, we have filed a revised legal opinion as Exhibit 5.1 that includes the specific number of securities being registered and filed
a revised legal opinion of Hong Kong counsel as Exhibit 99.3 that includes counsel's consent to being named in the prospectus and the
filing of the opinion.

We thank the Staff for your
review of this response. Should you have any questions or require any additional information, please do not hesitate to contact our legal
counsel, Wei Wang, Esq. of Ellenoff Grossman & Schole LLP, at wwang@egsllp.com or by telephone at (212) 370-1300.

    Very truly yours,

    By:
    /s/ Hui Xu

    Name:
    Hui Xu

    Title:
    Chief Executive Officer

 cc: Ellenoff Grossman & Schole LLP

August 13, 2025
Hui Xu
Chief Executive Officer
Texxon Holding Ltd.
703, Block A, 1799 Wuzhong Road
Minhang District
Shanghai, China, 200335
Re:Texxon Holding Ltd.
Amendment No. 4 to Registration Statement on Form F-1
Filed August 11, 2025
File No. 333-281530
Dear Hui Xu:
            We have reviewed your amended registration statement and have the following
comment(s).
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Amendment No. 4 to Registration Statement on Form F-1 filed August 11, 2025
Exhibit Index, page II-6
1.Please file a revised legal opinion as Exhibit 5.1 that includes the specific number of
securities being registered. Please also file a revised opinion of Hong Kong counsel
that includes counsel's consent to being named in the prospectus and the filing of
the opinion.

August 13, 2025
Page 2
            Please contact Abe Friedman at 202-551-8298 or Theresa Brillant at 202-551-3307 if
you have questions regarding comments on the financial statements and related
matters. Please contact Rebekah Reed at 202-551-5332 or Donald Field at 202-551-3680 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Wei Wang

CORRESP
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Texxon Holding Limited

703, Block A, 1799 Wuzhong Road

Minhang District, Shanghai, China 200335

Tel: +86 574-62629970

VIA EDGAR

August 8, 2025

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

Washington, D.C. 20549

    Attention:
    Abe Friedman

Theresa Brillant

Rebekah Reed

Donald Field

    Re:
    Texxon Holding Limited

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

    Filed July 18, 2025

    File No. 333-281530

Ladies and Gentlemen:

Texxon Holding Limited (the
“Company,” “we,” “our” or “us”) hereby transmits its response
to the comment letter received from the staff (the “Staff”, “you” or “your”)
of the U.S. Securities and Exchange Commission (the “Commission”) on July 22, 2025 relating to Amendment No.3 to Registration
Statement on Form F-1, filed by the Company to the Commission on July 18, 2025.

For the Staff’s convenience,
we have repeated below the Staff’s comments in bold and have followed each comment with the Company’s response. In response
to the Staff’s comments, the Company is filing via Edgar Amendment No.4 to the Registration Statement (the “Amendment No.4”)
with this response letter.

Amendment No. 3 to Registration Statement on Form F-1 filed July
18, 2025

Consolidated Financial Statements, page F-1

    1.
    Your audited financial statements are currently older than 12 months and this is an initial public offering. Accordingly, please update your financial statements pursuant to Item 8.A.4 of Form 20-F or provide the appropriate representation in an exhibit. Refer to Instruction 2 to Item 8.A.4 of Form 20-F.

Response: In response to the Staff’s
comment, we have filed a representation letter as an exhibit to the Amendment No. 4.

We thank the Staff for your
review of this response. Should you have any questions or require any additional information, please do not hesitate to contact our legal
counsel, Wei Wang, Esq. of Ellenoff Grossman & Schole LLP, at wwang@egsllp.com or by telephone at (212) 370-1300.

    Very truly yours,

    By:
    /s/ Hui Xu

    Name:
    Hui Xu

    Title:
    Chief Executive Officer

    cc:
    Ellenoff Grossman & Schole LLP

July 22, 2025
Hui Xu
Chief Executive Officer
Texxon Holding Ltd.
703, Block A, 1799 Wuzhong Road
Minhang District
Shanghai, China, 200335
Re:Texxon Holding Ltd.
Amendment No. 3 to Registration Statement on Form F-1
Filed July 18, 2025
File No. 333-281530
Dear Hui Xu:
            We have reviewed your amended registration statement and have the following
comment(s).
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments. Unless we note
otherwise, any references to prior comments are to comments in our June 25, 2025 letter.
Amendment No. 3 to Registration Statement on Form F-1 filed July 18, 2025
Consolidated Financial Statements, page F-1
1.Your audited financial statements are currently older than 12 months and this is an
initial public offering. Accordingly, please update your financial statements pursuant
to Item 8.A.4 of Form 20-F or provide the appropriate representation in an exhibit.
Refer to Instruction 2 to Item 8.A.4 of Form 20-F.

July 22, 2025
Page 2
            Please contact Abe Friedman at 202-551-8298 or Theresa Brillant at 202-551-3307 if
you have questions regarding comments on the financial statements and related
matters. Please contact Rebekah Reed at 202-551-5332 or Donald Field at 202-551-3680 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Wei Wang

CORRESP
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Texxon Holding Limited

703, Block A, 1799 Wuzhong Road

Minhang District, Shanghai, China 200335

Tel: +86 574-62629970

VIA EDGAR

July 17, 2025

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

Washington, D.C. 20549

    Attention:
    Abe Friedman

Theresa Brillant

Rebekah Reed

Donald Field

Re: Texxon Holding Limited

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

Filed June 16, 2025

File No. 333-281530

Ladies and Gentlemen:

Texxon Holding Limited (the
“Company,” “we,” “our” or “us”) hereby transmits its response
to the comment letter received from the staff (the “Staff”, “you” or “your”)
of the U.S. Securities and Exchange Commission (the “Commission”) on June 25, 2025 relating to Amendment No.2 to Registration
Statement on Form F-1, filed by the Company to the Commission on June 16, 2025.

For the Staff’s convenience,
we have repeated below the Staff’s comments in bold and have followed each comment with the Company’s response. In response
to the Staff’s comments, the Company is filing via Edgar Amendment No.3 to the Registration Statement (the “Amendment No.3”)
with this response letter.

Amendment No. 2 to Registration Statement on Form F-1 filed June
16, 2025

Risk Factors

Risks Related to Our Business and Industry

Our debt may restrict our operations, and cash flows and capital
resources..., page 47

    1.
    Please supplement this risk factor to address the additional credit facilities entered into in March 2025, as discussed at page 99. Additionally, please disclose the amount of your outstanding debt as of a date more recent than December 31, 2024.

Response: In response to the Staff’s
comment, we have revised the disclosures on page 48 of the Amendment No.3.

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

Overview, page 77

    2.

    When discussing your growth in customers, here
    and on pages 110 and 114, please balance your discussion with disclosure that one customer accounted for approximately 50.9% of the company's
    total revenue.

    Response: In response to the Staff’s comment, we have revised the disclosures
on pages 80, 111 and 115 of the Amendment No.3.

We thank the Staff for your
review of this response. Should you have any questions or require any additional information, please do not hesitate to contact our legal
counsel, Wei Wang, Esq. of Ellenoff Grossman & Schole LLP, at wwang@egsllp.com or by telephone at (212) 370-1300.

    Very truly yours,

    By:
    /s/ Hui Xu

    Name:
    Hui Xu

    Title:
    Chief Executive Officer

    cc:
    Ellenoff Grossman & Schole LLP

June 25, 2025
Hui Xu
Chief Executive Officer
Texxon Holding Ltd.
703, Block A, 1799 Wuzhong Road
Minhang District
Shanghai, China, 200335
Re:Texxon Holding Ltd.
Amendment No. 2 to Registration Statement on Form F-1
Filed June 16, 2025
File No. 333-281530
Dear Hui Xu:
            We have reviewed your amended registration statement and have the following
comment(s).
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments. Unless we note
otherwise, any references to prior comments are to comments in our April 14, 2025 letter.
Amendment No. 2 to Registration Statement on Form F-1 filed June 16, 2025
Risk Factors
Risks Related to Our Business and Industry
Our debt may restrict our operations, and cash flows and capital resources..., page 47
1.Please supplement this risk factor to address the additional credit facilities entered into
in March 2025, as discussed at page 99. Additionally, please disclose the amount of
your outstanding debt as of a date more recent than December 31, 2024.

June 25, 2025
Page 2
Management's Discussion and Analysis of Financial Condition and Results of Operations
Overview, page 77
2.When discussing your growth in customers, here and on pages 110 and 114, please
balance your discussion with disclosure that one customer accounted for
approximately 50.9% of the company's total revenue.
            Please contact Abe Friedman at 202-551-8298 or Theresa Brillant at 202-551-3307 if
you have questions regarding comments on the financial statements and related
matters. Please contact Rebekah Reed at 202-551-5332 or Donald Field at 202-551-3680 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Wei Wang

CORRESP
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Texxon Holding Limited

703, Block A, 1799 Wuzhong Road

Minhang District, Shanghai, China 200335

Tel: +86 574-62629970

VIA EDGAR

June 16, 2025

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

Washington, D.C. 20549

    Attention:
    Abe Friedman

Theresa Brillant

Rebekah Reed

Donald Field

Re: Texxon Holding Limited

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

Filed March 31, 2025

File No. 333-281530

Ladies and Gentlemen:

Texxon Holding Limited (the
“Company,” “we,” “our” or “us”) hereby transmits its response
to the comment letter received from the staff (the “Staff”, “you” or “your”)
of the U.S. Securities and Exchange Commission (the “Commission”) on April 14, 2025 relating to Amendment No.1 to Registration
Statement on Form F-1, filed by the Company to the Commission on March 31, 2025.

For the Staff’s convenience,
we have repeated below the Staff’s comments in bold and have followed each comment with the Company’s response. In response
to the Staff’s comments, the Company is filing via Edgar Amendment No.2 to the Registration Statement (the “Amendment No.2”)
with this response letter.

Amendment No. 1 to Registration Statement on Form F-1 filed March
31, 2025

Risk Factors

Risks Related to Our Business and Industry

Pending or future litigations, arbitrations, governmental investigations
and other legal

proceedings..., page 49

    1.
    Revise to address the arbitration proceeding brought by Shanghai Kuanyu Digital Technology Co., Ltd. in January 2025, including relief sought. In this regard, we note that your disclosure at page 111 suggests that this proceeding could have a material adverse effect on your business or financial condition

Response: In response to the Staff’s
comment, we have revised the disclosures on page 49 of the Amendment No.2.

Business

Material Contracts, page 108

    2.
    You state that pursuant to the Polystyrene Factory Construction Agreement entered into April 2022, construction “is required to be completed within 24 months” and that the Land Use Rights Transfer Agreement contemplates that construction be “complete before January 28, 2025.” As you suggest that construction of the polystyrene factory will be completed “in the second quarter of 2025,” please clarify whether you have missed any applicable deadlines under these agreements. If so, disclose any penalties that you face and whether such deadlines can or have been extended. Update your related risk factor disclosure as appropriate.

Response: In response to the Staff’s
comment, we have revised the disclosures on pages 118 and 119 of the Amendment No.2. We believe we did not miss any applicable deadlines under these agreements and Taiqian County Government did not raise any issue under
these agreements so far.

Related Party Transactions, page 132

    3.
    For each related party loan, revise to also disclose the amount due to such related party as of the most recent practicable date. Refer to Item 7.B of Form 20-F.

Response: In response to the Staff’s
comment, we have revised the disclosures on page 142 of the Amendment No.2.

Notes to Consolidated Financial Statements

Note 2 - Summary of Significant Accounting
Policies

Revenue recognition, page F-9

    4.

    We have reviewed your response to prior
    comment 3. Please revise your accounting policy disclosures here, and on page 93, to include the factors and judgements reflected in
    your response. Additionally, your current disclosure states the selling price is determined “by adding a certain gross profit
    to the purchase price” whereas your correspondence states you provide a quotation to the customer and your purchase price
    “is negotiated independently of the customer contract.” Please review your disclosure to ensure it is consistent with
    the company’s policy. Refer to ASC 235-10-50-3

Response: In response to the Staff’s
comment, we have revised the disclosures on pages F-9, F-10 and F-11 of the Amendment No.2.

Exhibit Index, page II-6

    5.
    We note your footnote disclosure to Exhibits 10.15, 10.17, and 10.18. To the extent you are relying on Item 601(b)(10)(iv) of Regulation S-K to omit certain information (as opposed to Item 601(a)(6) of Regulation S-K), please include a prominent statement on the first page of the redacted exhibits that certain identified information has been excluded from the exhibit because it is both not material and is treated as private or confidential and include brackets indicating where the information is omitted from the filed version of the exhibits. Refer to Item 601(b)(10)(iv) of Regulation S-K.

Response: We respectfully advise the
Staff that we are relying on Item 601(a)(6) of Regulation S-K to redact information in Exhibits 10.15, 10.17 and 10.18 that would constitute
a clearly unwarranted invasion of personal privacy and have revised the exhibit index in Amendment No.2.

    2

We thank the Staff for your review of this response.
Should you have any questions or require any additional information, please do not hesitate to contact our legal counsel, Wei Wang, Esq.
of Ellenoff Grossman & Schole LLP, at wwang@egsllp.com or by telephone at (212) 370-1300.

    Very truly yours,

    By:
    /s/ Hui Xu

    Name:
    Hui Xu

    Title:
    Chief Executive Officer

    cc:
    Ellenoff Grossman & Schole LLP

    3

April 14, 2025
Hui Xu
Chief Executive Officer
Texxon Holding Ltd.
703, Block A, 1799 Wuzhong Road
Minhang District
Shanghai, China, 200335
Re:Texxon Holding Ltd.
Amendment No. 1 to Registration Statement on Form F-1
Filed March 31, 2025
File No. 333-281530
Dear Hui Xu:
            We have reviewed your amended registration statement and have the following
comment(s).
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments. Unless we note
otherwise, any references to prior comments are to comments in our August 27, 2024 letter.
Amendment No. 1 to Registration Statement on Form F-1 filed March 31, 2025
Risk Factors
Risks Related to Our Business and Industry
Pending or future litigations, arbitrations, governmental investigations and other legal
proceedings..., page 49
1.Revise to address the arbitration proceeding brought by Shanghai Kuanyu Digital
Technology Co., Ltd. in January 2025, including relief sought. In this regard, we note
that your disclosure at page 111 suggests that this proceeding could have a material
adverse effect on your business or financial condition.

April 14, 2025
Page 2
Business
Material Contracts, page 108
2.You state that pursuant to the Polystyrene Factory Construction Agreement entered
into April 2022, construction "is required to be completed within 24 months" and that
the Land Use Rights Transfer Agreement contemplates that construction be "complete
before January 28, 2025." As you suggest that construction of the polystyrene factory
will be completed "in the second quarter of 2025," please clarify whether you have
missed any applicable deadlines under these agreements. If so, disclose any penalties
that you face and whether such deadlines can or have been extended. Update your
related risk factor disclosure as appropriate.
Related Party Transactions, page 132
3.For each related party loan, revise to also disclose the amount due to such related
party as of the most recent practicable date. Refer to Item 7.B of Form 20-F.
Notes to Consolidated Financial Statements
Note 2 - Summary of Significant Accounting Policies
Revenue recognition, page F-9
4.We have reviewed your response to prior comment 3. Please revise your accounting
policy disclosures here, and on page 93, to include the factors and judgements
reflected in your response. Additionally, your current disclosure states the selling
price is determined "by adding a certain gross profit to the purchase price" whereas
your correspondence states you provide a quotation to the customer and your
purchase price "is negotiated independently of the customer contract." Please review
your disclosure to ensure it is consistent with the company's policy. Refer to ASC
235-10-50-3
Exhibit Index, page II-6
5.We note your footnote disclosure to Exhibits 10.15, 10.17, and 10.18. To the extent
you are relying on Item 601(b)(10)(iv) of Regulation S-K to omit certain information
(as opposed to Item 601(a)(6) of Regulation S-K), please include a prominent
statement on the first page of the redacted exhibits that certain identified information
has been excluded from the exhibit because it is both not material and is treated as
private or confidential and include brackets indicating where the information is
omitted from the filed version of the exhibits. Refer to Item 601(b)(10)(iv) of
Regulation S-K.

April 14, 2025
Page 3
            Please contact Abe Friedman at 202-551-8298 or Theresa Brillant at 202-551-3307 if
you have questions regarding comments on the financial statements and related
matters. Please contact Rebekah Reed at 202-551-5332 or Donald Field at 202-551-3680 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Wei Wang

CORRESP
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Texxon Holding Limited

703, Block A, 1799 Wuzhong Road

Minhang District, Shanghai, China, 200335

Tel: +86 574-62629970

VIA EDGAR

March 31, 2025

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

Washington, D.C. 20549

    Attention:
    Abe Friedman

Theresa Brillant

Rebekah Reed

Donald Field

Re: Texxon Holding Limited

Registration Statement on Form F-1

Filed August 14, 2024

File No. 333-281530

Ladies and Gentlemen:

Texxon Holding Limited (the
“Company,” “we,” “our” or “us”) hereby transmits its response
to the comment letter received from the staff (the “Staff”, “you” or “your”)
of the U.S. Securities and Exchange Commission (the “Commission”) on August 27, 2024, relating to Registration Statement
on Form F-1, filed by the Company to the Commission on August 14, 2024.

For the Staff’s convenience,
we have repeated below the Staff’s comments in bold and have followed each comment with the Company’s response. In response
to the Staff’s comments, the Company is filing via Edgar Amendment No.1 to the Registration Statement (the “Amendment No.1”)
with this response letter.

Registration Statement on Form F-1 filed August 14, 2024

Management

Employment Agreements, page 136

 1. We note from your disclosure that the terms of two of your officers’ labor contracts with Net Plastic
Technology expired as of April 30, 2024 and June 30, 2024, and the form of labor contract filed as Exhibit 10.15 provides that it will
be renewed “if both parties agree to renew it.” Please clarify whether Hui Xu and Bo Ren have renewed their employment and compensation
arrangements with Net Plastic Technology. Additionally, please file each officer’s individual labor contract with Net Plastic Technology,
rather than filing a form of such agreement, or explain why you are not required to do so. Refer to Item 601(b)(10)(iii) of Regulation
S-K.

Response: In response to the Staff’s
comment, we have revised the disclosures on page 130 of the Amendment No.1 and filed each officer’s individual labor contract with
Net Plastic Technology as exhibits to the Amendment No.1.

Financial Statements, page F-1

 2. Please update your financial statements pursuant to Item 8.A.4 of Form 20-F or provide the appropriate representations in an exhibit.
Refer to Instruction 2 to Item 8.A.4.

Response: In response to the Staff’s
comment, we have included our financial statements for the fiscal year ended June 30, 2024 in the Amendment No.1.

Note 2 - Summary of Significant Accounting Policies

Revenue recognition, page F-9

 3. We have reviewed your response to prior comment 9. It is still not clear to us how you determined
                                                                       that you have obtained control of the goods being sold prior to the goods being transferred to the customer. In this regard, we note
                                                                       from your disclosure on page 1 that you “work with suppliers to ship products directly to customers or have customers pick up
                                                                       the products by themselves” which appears to indicate control of the goods are transferred from the supplier to the customer.
                                                                       Also note per ASC 606-10-55-37, “an entity does not necessarily control a specified good if the entity obtains legal title to
                                                                       that good only momentarily before legal title
is transferred to a customer.” Additionally, the company’s sales process shares many similarities with Example 45 of ASC 606-10-55,
in your response tell us your consideration of ASC 606-10-55-317 through 319. Include in your response the relevant contractual terms
(rights and obligations) between you and both the customer and supplier. Also tell us if you have any further obligations to the customer
after the products have been provided, including as it relates to damaged or returned products. Lastly, tell us if the price specified
in the customer contract is the same price listed on your mobile app or WeChat Mini-Program.

Response: In response to the Staff’s
comment, we have considered the following indicators outlined in paragraph 606-10-55-39 in accordance with ASC 606-10-55-317 through 319:

ASC 606-10-55-317 and ASC 606-10-55-318A

We operated the mobile app and WeChat
Mini-Program to enable customers to purchase products from us, not from suppliers. The counterparty in the sales transaction is us, not
the suppliers, as customers cannot access supplier information through the mobile app or WeChat. All the products listed on our mobile
app and WeChat Mini-Program are offered by us. We determine what product information to be published on our mobile app and WeChat Mini-Program.
Under the terms of our sales agreement with customers, we are responsible for fulfilling the promise to provide the specified goods.

We are responsible for the acceptability
of the goods. According to the acceptance terms of our sale agreement, customers should inspect the packaging and quantity upon pickup
or delivery. Customers are required to deliver the receipt of acceptance within a specified period. The products are deemed accepted if
customers do not notify us of any rejection within this period. This grants customers a right to accept or reject the goods upon the inspection,
and we are obligated to provide the acceptable products. For example, we are obligated to provide a replacement for the damaged products
in transit for the sales that ship products directly from suppliers’ warehouse.

We have the obligation to ensure the
quality of the products. Per the quality assurance terms of our sale agreement, if there are concerns about the acceptability of the products,
customers may submit us a written notice along with a third-party inspection report within certain days after receiving the products.
If the original products are deemed unacceptable based on our investigation, we are obligated to provide a replacement for the defective
products at no additional cost.

    2

ASC 606-10-55-318B

We conclude that we control the specified
goods before they are transferred to customer. We can direct the products to parties other than the customer or prevent the supplier from
transferring those products to customer as we designate the delivery method, time and place under the terms of our purchase agreement
with suppliers.

ASC 606-10-55-318C

As part of reaching that conclusion,
we considered the following indicators in paragraph 606-10-55-39. We conclude that these indicators provide further evidence that we control
the specified goods before they are transferred to the customers:

 a. The entity is primarily responsible for fulfilling the promise to provide the specified good or service.

We are primarily responsible for fulfilling
the promise to provide the specified goods and the acceptability of the goods.

If a supplier fails to deliver the goods,
we initiate a request for a new supplier to prepare the products. If the original supplier does not fulfill the contract within the agreed
time, we enter a purchase agreement with the new supplier, notify the transportation provider in writing to redirect to the new supplier’s
warehouse to pick up the products and then deliver to the location specified by our customer.

If there are concerns about the acceptability
of the goods, the customer may submit us a written notice along with an inspection report within certain days after receiving the goods,
according to our sale agreement with the customer.

Therefore, we are primarily responsible
for fulfilling the promise to provide the specified goods.

 b. The entity has inventory risk before the specified good or service has been transferred to a customer
or after transfer of control to the customer (for example, if the customer has a right of return).

We have three delivery methods: designate
transportation provider to deliver, have customers pick up the products, and ship products directly from suppliers’ warehouse. Under
each delivery method, we bear the inventory risk during the period after the control is transferred from the suppliers to us and before
the control is transferred to customers. This period can range from hours to days.

For transactions that designate transportation
provider to deliver, control of the products transfers to customers when they are delivered to and accepted by the customer under the
terms of our sales agreement with customers. Control transfers to us when the products pickup by our designate transportation provider
under the terms of our purchase agreement with suppliers. We have control of the products and bear the inventory risk from the products
are picked up by our designate transportation provider until they are delivered to and accepted by the customer. We are responsible for
designating the transportation provider and paying for the transportation cost. Also, we are responsible for any damage that occurs during
transportation and purchase insurance to cover our potential losses.

    3

For transactions that have customers
pick up the products, control of the product transfers to customer when the products are picked up and accepted by the customer under
the terms of our sales agreement with customers. Control transfers to us when the supplier notifies us that the products are ready for
pickup under the terms of our purchase agreement with suppliers. We have control of the products and bear the inventory risk from the
time the supplier notifies us that the products are ready for pickup until the time the products are picked up and accepted by the customer.
This period can range from hours to days. According to our purchase agreement with the supplier, we are responsible for paying all storage
costs starting from the date the supplier notifies us that the goods are available for pickup.

For transactions that ship products
directly from suppliers’ warehouse, control of the products transfers to the customer when they are delivered to and accepted by
the customer under the terms of our sales agreement with customers. Control transfers to us when the products are dispatched from the
supplier’s warehouse under the terms of our purchase agreement with suppliers. We have control of the products and bear the inventory
risk from the time the products are dispatched from the supplier’s warehouse until they are delivered to and accepted by the customer.
This period can range from hours to days. We are responsible for any damage that occurs during transportation and purchase insurance to
cover our potential losses.

Moreover, we assume the inventory risk
if the customer does not accept the goods or returns them. We are responsible for any damage and additional cost, such as storage cost
of returned products.

Therefore, we bear the inventory risk
before the control of the product and risk of loss between after the control were transferred from the suppliers to us and before the
control were transferred to customers.

 c. The entity discretion in establishing the price for the specified good or service.

The price specified in the customer
contract differs from the price listed on our mobile app or WeChat Mini-Program. The price provided on the mobile app or WeChat Mini-Program
does not represent a quotation; it is for informational purposes only. Once the customer initiates a purchase request, we provide a quotation
based on our assessment of the customer. This assessment is dynamic and considers various factors such as the customer’s financial
situation, credit data, market position within the industry, purchase history, and past fulfillment behavior. We negotiate with the customer
to finalize the sales price. The sales price may vary for each customer and each transaction.

Additionally, our purchase price from
the supplier is determined on the purchase agreement with the supplier and is negotiated independently of the customer contract. Consequently,
we assume the risk associated with any price variances, whether they result in a financial loss or gain.

Therefore, we have discretion in establishing
the prices for the specified goods.

ASC 606-10-55-319

Consequently, we conclude that we act
as a principal, and our performance obligation is to fulfill the promise to provide the specified goods. As a result, we recognize revenue
at the gross amount.

* * *

    4

We thank the Staff for your
review of this response. Should you have any questions or require any additional information, please do not hesitate to contact our legal
counsel, Wei Wang, Esq. of Ellenoff Grossman & Schole LLP, at wwang@egsllp.com or by telephone at (212) 370-1300.

    Very truly yours,

    By:
    /s/ Hui Xu

    Name:
    Hui Xu

    Title:
    Chief Executive Officer

    cc:
    Ellenoff Grossman & Schole LLP

    5

August 27, 2024
Hui Xu
Chief Executive Officer
Texxon Holding Ltd.
7A, Block C, 207 Songhong Road
Changning District
Shanghai, China, 200335
Re:Texxon Holding Ltd.
Registration Statement on Form F-1
Filed August 14, 2024
File No. 333-281530
Dear Hui Xu:
            We have reviewed your registration statement and have the following comment(s).
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form F-1 filed August 14, 2024
Management
Employment Agreements, page 136
1.We note from your disclosure that the terms of two of your officers' labor contracts with
Net Plastic Technology expired as of April 30, 2024 and June 30, 2024, and the form of
labor contract filed as Exhibit 10.15 provides that it will be renewed "if both parties agree
to renew it." Please clarify whether Hui Xu and Bo Ren have renewed their employment
and compensation arrangements with Net Plastic Technology. Additionally, please file
each officer's individual labor contract with Net Plastic Technology, rather than filing a
form of such agreement, or explain why you are not required to do so. Refer to Item
601(b)(10)(iii) of Regulation S-K.

August 27, 2024
Page 2
Financial Statements, page F-1
2.Please update your financial statements pursuant to Item 8.A.4 of Form 20-F or provide
the appropriate representations in an exhibit. Refer to Instruction 2 to Item 8.A.4.
Note 2 - Summary of Significant Accounting Policies
Revenue recognition, page F-9
3.We have reviewed your response to prior comment 9. It is still not clear to us how
you determined that you have obtained control of the goods being sold prior to the goods
being transferred to the customer.  In this regard, we note from your disclosure on page 1
that you "work with suppliers to ship products directly to customers or have customers
pick up the products by themselves" which appears to indicate control of the goods are
transferred from the supplier to the customer. Also note per ASC 606-10-55-37, "an entity
does not necessarily control a specified good if the entity obtains legal title to that good
only momentarily before legal title is transferred to a customer."  Additionally, the
company's sales process shares many similarities with Example 45 of ASC 606-10-55, in
your response tell us your consideration of ASC 606-10-55-317 through 319. Include in
your response the relevant contractual terms (rights and obligations) between you and
both the customer and supplier. Also tell us if you have any further obligations to the
customer after the products have been provided, including as it relates to damaged or
returned products. Lastly, tell us if the price specified in the customer contract is the same
price listed on your mobile app or WeChat Mini-Program.
            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 Abe Friedman at 202-551-8298 or Theresa Brillant at 202-551-3307 if you
have questions regarding comments on the financial statements and related matters. Please
contact Rebekah Reed at 202-551-5332 or Donald Field at 202-551-3680 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Wei Wang

CORRESP
1
filename1.htm

Texxon Holding Limited

7A, Block C, 207 Songhong Road

Changning District, Shanghai, China, 200335

Tel: +86 574-62629970

VIA EDGAR

August 13, 2024

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

Washington, D.C. 20549

    Attention:
    Abe Friedman

Theresa Brillant

Rebekah Reed

Donald Field

Re: Texxon Holding Limited

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

Submitted July 3, 2024

CIK No. 0002014337

Ladies and Gentlemen:

Texxon Holding Limited (the
“Company,” “we,” “our” or “us”) hereby transmits our response
to the comment letter received from the staff (the “Staff”, “you” or “your”)
of the U.S. Securities and Exchange Commission (the “Commission”) on July 26, 2024, relating to Amendment No.1 to Draft
Registration Statement on Form F-1, submitted by the Company to the Commission on July 3, 2024.

For the Staff’s convenience,
we have repeated below the Staff’s comments in bold and have followed each comment with the Company’s response. In response
to the Staff’s comments, the Company is filing via Edgar a revised registration statement (the “Registration Statement”)
with this response letter.

Amendment No. 1 to Draft Registration Statement
on Form F-1 submitted July 3, 2024

Cover Page

    1.

    Please revise to briefly acknowledge as
an additional limitation on your ability to transfer cash between you, your subsidiaries, and investors that distributions of dividends
to foreign investors must be reviewed by a bank designated by the State Administration of Foreign Exchange of China. We note that this
is identified as an applicable limitation at pages 4 and 25.

Response: In response to the Staff’s
comment, we have revised the disclosures on the cover page of the Registration Statement.

    2.

    We note your response to prior comment
    14. Please revise to identify each of the principal shareholders owning an aggregate majority of your shares on the cover page.
    Please also provide consistent disclosure as to whether you intend to rely upon controlled company listing standard exemptions, as
    we note that you state on the cover page that you “may rely” on these exemptions but state at pages 16 and 66 that you
    “do not intend to rely” on such exemptions. File the Acting in Concert Agreement between Mr. Xu and the principal
    shareholders as an exhibit to the registration statement.

Response: In response to the Staff’s
comment, we have revised the disclosures on the cover page, pages 16 and 65 of the Registration Statement.

Prospectus Summary

Our Corporate History and Structure, page
2

    3.
    We note your added disclosure regarding a “third-party company” which may exercise certain conversion rights within one year of January 17, 2024 that would lessen your subsidiary’s equity interest in Henan Net Plastic New Material Technology Co., Ltd. If it is accurate that exercise of such conversion rights would result in this third-party company becoming a minority shareholder in Henan Net Plastic New Material Technology Co., Ltd., please revise to identify the company.

Response: In response to the Staff’s
comment, we have revised the disclosures on pages 2 and 76 of the Registration Statement.

Management’s Discussion and Analysis
of Financial Condition and Results of Operations Overview, page 78

    4.
    Please expand your disclosure regarding the 443.6% increase in net income for the six months ended December 31, 2023 to disclose that net income includes a government grant of $2.9 million.

Response: In response to the Staff’s
comment, we have revised the disclosures on pages 78, 87 and 107 of the Registration Statement.

Business

Facilities

Henan Polystyrene Factory, page 118

    5.
    Please expand upon the level of funding that you have received and expect to receive from the Taiqian government in connection with the Henan Province polystyrene factory, as well as any material terms and obligations associated with such funding.

Response: In response to the Staff’s
comment, we have revised the disclosures on page 118 of the Registration Statement.

Management

Compensation of Directors and Executive
Officers, page 138

    6.
    Please update your executive compensation information for your fiscal year ended June 30, 2024. Refer to Item 6.B of Form 20-F.

Response: In response to the Staff’s
comment, we have revised the disclosures on page 137 of the Registration Statement.

Related Party Transactions, page 140

    7.
    We note your response to prior comment 28. Please further revise to disclose the related party balance due to Yiyun Group as of the latest practicable date, as you disclose the amount outstanding as of December 31, 2023. Refer to Item 7.B.2 of Form 20-F.

Response: In response to the Staff’s
comment, we have revised the disclosures on page 139 of the Registration Statement.

    2

Financial Statements

Consolidated Statements of Operations and
Comprehensive Income (Loss), page F-4

    8.
    We have reviewed your response to comment 30 and reissue the comment. Your current disclosure appears to show the effect of related party inventory purchases and the subsequent sale of those products. Rule 5-03(b)(2) of Regulation S-X requires separate presentation of “amounts of costs and expenses incurred from transactions with related parties,” which would reflect the costs attributed to transactions with related parties, rather than the transfer of inventory to cost of goods sold of related party purchases. Please advise.

Response: In response to the Staff’s
comment, we have revised the disclosures on pages 83, 89, F-4, F-22, and F-48 of the Registration Statement. The total costs attributed
to the purchase from related parties have been disclosed in Notes 14 on page F-22 and Note 13 on page F-48. The total cost attributed
to transactions with related parties for the years ended June 30, 2023 and 2022 and six months ended December 31, 2023 and 2022 were the
same as the transfer of inventory to cost of goods sold of related party purchase as no inventory on hand were purchased from related
parties at the beginning and ending of the period.

Note 2 - Summary of Significant Accounting
Policies

Revenue Recognition, page F-9

 9. We have reviewed your response to comment 32. To help
us better understand your response, please provide us with the following information:

 ● How products are listed on the company’s site, specifically
do your suppliers list their product offerings available to your customers on your site;

 ● The ordering process, specifically when a customer orders
a product at what point is the supplier provided with the order details for fulfilment, and how is that communication provided to the
supplier;

 ● The process for determining pricing, specifically how is
the price set for all your product offerings and how is the company’s markup for each product offering determined;

 ● Once the supplier has been selected for fulfilment of a
customers order, can the company direct the goods to any party other than that particular customer;

 ● When the customer is notified the product is available
for pickup, who provides the notification to the customer;

 ● What is the process for the company confirming receipt
and satisfaction with the product provided by the supplier;

 ● What is the process if the supplier were to fail to deliver
the goods to the customer;

 ● At what point in the ordering process does the company
and the supplier each receive payment.

Please
also provide an example of a customer order which details the time from when the customer purchased the product.

Response: We respectfully advise the
Staff of the following information:

1）How
products are listed on the company’s site, specifically do your suppliers list their product offerings available to your customers on
your site;

Response:

On our website, we publish only general
information on available products categories. For comprehensive information on each available product offering, registered customers can
use our mobile app or WeChat Mini-Program to search for products by product name, brand, SKU, quantity, delivery date, or delivery location.
Based on each registered customer’s profile, such as creditworthiness, location, and transaction history, our platform typically
provides immediate search results of available product offerings, along with details such as price and delivery date, for their browsing
and further inquiries. This entire process is conducted one on one between us and our customers on our platform. Our suppliers do not
directly operate our platform or publish their product offerings on it. Instead, they present their product offerings to us separately.
After passing our selection process and successfully registering with us, we independently determine sales prices and publish product
information based on the terms suppliers have offered to us, without disclosing supplier names.

    3

2）The
ordering process, specifically when a customer orders a product at what point is the supplier provided with the order details for fulfilment,
and how is that communication provided to the supplier;

Response:

Our suppliers and customers do not directly
contact or communicate with each other. When a customer initiates a purchase order with us, either by contacting our salesperson or through
our platform, the customer provides the order details. We then match these order details with suitable suppliers in our supplier database
and request a quote. The supplier provides fulfilment details at the point they provide their quote. We communicate with the customer
and suppliers separately, either by our salesperson or through our online platform.

3) The process for determining pricing,
specifically how is the price set for all your product offerings and how is the company’s markup for each product offering determined;

Response:

Our sales price is determined by our
purchase price, various costs and our markup. These costs primarily include storage, shipping, insurance and taxes. Our markup is based
on our assessment of the customer, which is dynamic and considers factors such as the customer’s financial situation, credit data, market
position within the industry, purchase history, and past fulfillment behavior.

4) Once the supplier has been selected
for fulfilment of a customer’s order, can the company direct the goods to any party other than that particular customer;

Response:

Yes, we can. Typically, once the supplier
has been selected, we do not direct the goods to any party other than the particular customer. However, we can designate the goods to
another party, if the order with the particular customer is canceled or if we need to optimize delivery times for several orders of the
specific product.

5) When the customer is notified
the product is available for pickup, who provides the notification to the customer;

Response:

We provide the notification to the customer
to pick up the products on the date when we received the notice from the supplier that the products are ready for pickup and the customer
has fulfilled obligation, such as making the advance payment, as per the sales contract.

6) What is the process for the company
confirming receipt and satisfaction with the product provided by the supplier;

Response:

We have three delivery methods: shipping
from us through our service providers, customer pick-up, and direct shipping from suppliers. For orders using shipping from us through
our service providers and customer pick-up, we confirm the receipt of goods to the supplier once the designated transportation provider,
arranged by us or our customer, has picked up the goods from the supplier’s warehouse and signed the receipt form. For the order using
direct shipping from suppliers, we confirm the receipt of goods once these products are delivered to our customer’s warehouse and our
customer signed the receipt form.

7) What is the process if the supplier
were to fail to deliver the goods to the customer;

Response:

If a supplier fails to deliver the goods,
we will send a written notice urging the supplier to deliver the goods within the agreed time. Simultaneously, we initiate a request for
a new supplier to prepare the goods. If the original supplier does not fulfill the contract within the agreed time, we enter a purchase
agreement with the new supplier, notify the transportation provider in writing to redirect to the new supplier’s warehouse to pick up
the goods and then deliver to the location specified by our customer.

    4

8) At what point in the ordering
process does the company and the supplier each receive payment.

Response:

We engage in both credit and prepaid
sales. The majority of our sales are prepaid, which means we have received payment in advance before delivering the products. For those
credit sales, we typically collect the payments from the customers within the payment terms (usually within 60 days) after the customers
have accepted the goods.

Similarity, we make purchases on credit
or by prepayment. For our purchase on credit, we typically make payment to the supplier within the payment terms (usually within 60 days)
after we have accepted the goods.

Please also provide an example of
a customer order which details the time from when the customer purchased the product.

Response:

Here is an example of a sale order detailing
the timeline from the moment the customer initiated the purchase request:

 1. Customer Requests: On July 23, 2024, we received a
customer’s purchase request through our online platform. The customer provided detailed specifications and requirements for the products
they intended to purchase, including quantity, standards, and any special conditions.

 2. Select Supplier: On the same day, we selected suitable
suppliers from our supplier database. Our selection involved assessing the suppliers’ capabilities, previous performance, pricing, and
their ability to deliver within the required timeframe.

 3. Sign Sales Contract: On July 25, 2024, after completing
the supplier selection, we entered into a sales contract with the customer. This contract detailed the terms of the sale, including product
descriptions, quality, prices, delivery method, and payment terms.

 4. Sign Purchase Contract: Also on July 25, 2024, we entered
a purchase contract with the selected supplier. This contract detailed the terms of our purchase, including product descriptions, quality,
prices, delivery method, and payment terms.

 5. Receive Prepayment: On July 26, 2024, we received the
agreed-upon full advance payment from the customer.

 6. Prepay for the purchase: On July 26, 2024, we transferred
full payment to the supplier as stipulated in the purchase contract after receipt the advance payment from the customer.

 7. Picking Up Goods: On July 26, 2024, following the supplier’s
confirmation of receiving payment, we instructed our designated transportation service provider to pick up the goods from the supplier’s
warehouse. The designated transportation provider signed the receipt form after completing the loading and confirming the products and
quantities.

 8. Delivery: On July 26, 2024, our designated transportation
service provider delivered the goods to the customer’s specified location.

 9. Customer Confirms Receipt: On July 26, 2024, the customer
confirmed the receipt of goods by signing the receipt form. This form acknowledged that the products were received in accordance with
the agreed-upon specifications.

 Exhibit Index, page II-6

 10. Please file as an exhibit
the consent of Benson Li. & Co. Solicitors required by Item 601(b)(23) of Regulation S-K.

Response: In response to the Staff’s
comment, we have revised the exhibit index on page II-6 of the Registration Statement.

* * *

    5

We thank the Staff for your
review of this response. Should you have any questions or require any additional information,

July 26, 2024
Hui Xu
Chief Executive Officer
Texxon Holding Ltd.
7A, Block C, 207 Songhong Road
Changning District
Shanghai, China, 200335
Re:Texxon Holding Ltd.
Amendment No. 1 to Draft Registration Statement on Form F-1
Submitted July 3, 2024
CIK No. 0002014337
Dear Hui Xu:
            We have reviewed your amended draft registration statement and have the following
comment(s).
            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
April 24, 2024 letter.
Amendment No. 1 to Draft Registration Statement on Form F-1 submitted July 3, 2024
Cover Page
1.Please revise to briefly acknowledge as an additional limitation on your ability to transfer
cash between you, your subsidiaries, and investors that distributions of dividends to
foreign investors must be reviewed by a bank designated by the State Administration of
Foreign Exchange of China. We note that this is identified as an applicable limitation at
pages 4 and 25.
We note your response to prior comment 14. Please revise to identify each of the principal
shareholders owning an aggregate majority of your shares on the cover page. Please also
provide consistent disclosure as to whether you intend to rely upon controlled company 2.

July 26, 2024
Page 2
listing standard exemptions, as we note that you state on the cover page that you "may
rely" on these exemptions but state at pages 16 and 66 that you "do not intend to rely" on
such exemptions. File the Acting in Concert Agreement between Mr. Xu and the principal
shareholders as an exhibit to the registration statement.
Prospectus Summary
Our Corporate History and Structure, page 2
3.We note your added disclosure regarding a "third-party company" which may exercise
certain conversion rights within one year of January 17, 2024 that would lessen your
subsidiary's equity interest in Henan Net Plastic New Material Technology Co., Ltd. If it
is accurate that exercise of such conversion rights would result in this third-party
company becoming a minority shareholder in Henan Net Plastic New Material
Technology Co., Ltd., please revise to identify the company.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Overview, page 78
4.Please expand your disclosure regarding the 443.6% increase in net income for the six
months ended December 31, 2023 to disclose that net income includes a government grant
of $2.9 million.
Business
Facilities
Henan Polystyrene Factory, page 118
5.Please expand upon the level of funding that you have received and expect to receive
from the Taiqian government in connection with the Henan Province polystyrene factory,
as well as any material terms and obligations associated with such funding.
Management
Compensation of Directors and Executive Officers, page 138
6.Please update your executive compensation information for your fiscal year ended June
30, 2024. Refer to Item 6.B of Form 20-F.
Related Party Transactions, page 140
7.We note your response to prior comment 28. Please further revise to disclose the related
party balance due to Yiyun Group as of the latest practicable date, as you disclose the
amount outstanding as of December 31, 2023. Refer to Item 7.B.2 of Form 20-F.
Financial Statements
Consolidated Statements of Operations and Comprehensive Income (Loss), page F-4
8.We have reviewed your response to comment 30 and reissue the comment.  Your current
disclosure appears to show the effect of related party inventory purchases and the
subsequent sale of those products.  Rule 5-03(b)(2) of Regulation S-X requires separate
presentation of "amounts of costs and expenses incurred from transactions with related
parties," which would reflect the costs attributed to transactions with related parties, rather
than the transfer of inventory to cost of goods sold of related party purchases.  Please
advise.

July 26, 2024
Page 3
Note 2 - Summary of Significant Accounting Policies
Revenue Recognition, page F-9
9.We have reviewed your response to comment 32. To help us better understand your
response, please provide us with the following information:
•How products are listed on the company's site, specifically do your suppliers list
their product offerings available to your customers on your site;
•The ordering process, specifically when a customer orders a product at what point is
the supplier provided with the order details for fulfilment, and how is that
communication provided to the supplier;
•The process for determining pricing, specifically how is the price set for all your
product offerings and how is the company's markup for each product offering
determined;
•Once the supplier has been selected for fulfilment of a customers order, can the
company direct the goods to any party other than that particular customer;
•When the customer is notified the product is available for pickup, who provides the
notification to the customer;
•What is the process for the company confirming receipt and satisfaction with the
product provided by the supplier;
•What is the process if the supplier were to fail to deliver the goods to the customer;
•At what point in the ordering process does the company and the supplier each receive
payment.
Please also provide an example of a customer order which details the time from when the
customer purchased the product, payment was received, control was obtained, and control
was transferred to the customer.
Exhibit Index, page II-6
10.Please file as an exhibit the consent of Benson Li. & Co. Solicitors required by Item
601(b)(23) of Regulation S-K.
            Please contact Abe Friedman at 202-551-8298 or Theresa Brillant at 202-551-3307 if you
have questions regarding comments on the financial statements and related matters. Please
contact Rebekah Reed at 202-551-5332 or Donald Field at 202-551-3680 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Wei Wang

United States securities and exchange commission logo
April 24, 2024
Hui Xu
Chief Executive Officer
Texxon Holding Ltd.
7A, Block C, 207 Songhong Road
Changning District
Shanghai, China, 200335
Re:Texxon Holding Ltd.
Draft Registration Statement on Form F-1
Submitted March 26, 2024
CIK No. 0002014337
Dear Hui Xu:
            We have reviewed your draft registration statement and have the following comment(s).
            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 on Form F-1 submitted March 26, 2024
Cover Page
1.Where you discuss your structure as a Cayman Islands holding company that conducts
substantially all operations through PRC subsidiaries, revise to disclose prominently that
this structure involves unique risks to investors. Acknowledge that Chinese regulatory
authorities could disallow this structure, which would likely result in a material change in
your operations and/or a material change in the value of the securities you are registering
for sale, including that it could cause the value of such securities to significantly decline
or become worthless. Provide a cross-reference to your detailed discussion of risks facing
the company and the offering as a result of this holding company structure.
2.We note your statement that you are not "directly subject" to regulatory actions or
statements related to data security and anti-monopoly enforcement by the PRC

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government. Please expand your disclosure to clarify how these recent statements and
actions otherwise have or may impact the company's ability to conduct its business, accept
foreign investments, or list on a U.S. or foreign exchange. Additionally, revise to cross-
reference individual risk factors regarding the legal and operational risks associated with
having the majority of your operations in China, rather than the "Risk Factors" section in
general. Lastly, please disclose the location of your auditor's headquarters where you
discuss the Holding Foreign Companies Accountable Act, as amended by the
Consolidated Appropriations Act, 2023.
3.Please revise to discuss all limitations on your ability to transfer cash between you, your
subsidiaries, and investors. We note that certain "registration and approval/filing
requirements" are addressed with respect to cash transfers from the holding company to
PRC subsidiaries, but limitations on transfers from PRC subsidiaries to the holding
company and investors, such as the review of dividend distributions to foreign investors
and limitations regarding paying dividends out of retained earnings discussed at page 6,
are not acknowledged on the cover page. Provide a cross-reference to your discussion of
this issue in your prospectus summary, summary risk factors, and risk factors sections as
well.
About This Prospectus, page 1
4.Please revise your definition of "China" and "PRC" to clarify how Hong Kong fits into
such definition. If you intend to carve out Hong Kong, please clarify that the legal and
operational risks associated with operating in China also apply to any operations in Hong
Kong. If you do not intend to carve out Hong Kong, revise the definition to disclose that
the only time that "China" and "PRC" does not include Hong Kong is when you are
referring to specific laws and regulations adopted by the PRC.
Prospectus Summary, page 3
5.We note your statement on page 57 that there is a substantial doubt about your ability to
continue as a going concern. Please include comparable disclosure in the prospectus
summary and discuss the conditions or events raising such substantial doubt, as well as
management's plans to address these concerns. Provide cross-references to discussion of
this topic in the risk factors and Management's Discussion and Analysis of Financial
Condition and Results of Operations.
Overview, page 3
6.Please provide the basis for your statement here and on pages 77 and 99 that you have
"decades of experience in the plastic and chemical raw material market in China," as well
as your statement on page 104 that you have "over twenty years of experience," given
your indication that Net Plastic Technology started its business in 2011.

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Our Corporate History and Structure, page 4
7.Please revise your diagram of the company's corporate structure to identify clearly the
entity in which investors are purchasing an interest and the entity(ies) in which the
company's operations are conducted. Further identify all persons or entities that
own equity in each depicted entity, including the minority shareholders of Zhejiang Net
Plastic Technology Co., Ltd., MR LI Hong Kong Investment Limited, Henan Net Plastic
New Material Technology Co., Ltd., and Henan Net Plastic Chemical Distribution Co.,
Ltd. Please affirmatively state, if true, that you do not use a variable interest entity (VIE)
structure.
Summary of Risks Affecting Our Company
Risks Related to Doing Business in China, page 7
8.Where you describe the significant regulatory, liquidity, and enforcement risks associated
with having the majority of your operations in China, please revise to acknowledge 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.
Recent Regulatory Developments in China, page 11
9.Please clarify whether you have relied upon an opinion of counsel with respect to each
conclusion regarding permissions and approvals from Chinese authorities to operate your
business and to offer the securities being registered to foreign investors. For example, you
state that your PRC legal counsel has "advised [you]" with respect to your conclusion that
no regulatory approvals or permissions aside from those identified are required for your
business operations or the offering, but it is unclear whether this advice constitutes a
formal opinion. Please also clarify whether your statement on page 14 that you and your
subsidiaries "have received from PRC authorities all requisite licenses, permissions or
approvals...and no permission or approval has been denied" is supported by an opinion of
counsel. Additionally, please discuss how you came to the conclusion that approvals or
permissions from the Cybersecurity Administration of China (CAC) are not required,
why that is the case, and the basis on which you made that determination.
10.We note your disclosure that you are subject to filing requirements with the China
Securities Regulatory Commission (CSRC) in connection with this offering pursuant to
the Trial Measures. Please disclose the timing and status of your compliance with your
obligations under the Trial Measures and discuss consequences of non-compliance,

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including warnings, required revision of filings, and fines. Make conforming revisions
where you discuss the Trial Measures on the prospectus cover page and in the risk
factors.
Risk Factors
Risks Related to Doing Business in China
There are uncertainties regarding the interpretation and enforcement of PRC laws..., page 20
11.Please expand your discussion of oversight by the CAC to explain how it impacts your
business and your offering and to what extent you believe that you are compliant with the
regulations or policies that have been issued by the CAC to date. For example, please
disclose here, as you do in the prospectus summary, that you have concluded that you are
not subject to CAC review, clarify whether such conclusion is supported by an opinion of
counsel, and provide the basis for such conclusion. In this regard, we note your statement
that you "are not [an] 'operator of critical information infrastructure' or 'data processor',"
but you indicate that the Measures for Cybersecurity Review as promulgated in February
2022 also require certain "online platform operators" to undergo cybersecurity review
without explaining why you do not fall within such category. Lastly, because the
Measures for Cybersecurity Review took effect in February 2022, please revise your
statement that they are "recently adopted."
The PRC government exerts substantial influence over the manner in which we..., page 22
12.Given the Chinese government's significant oversight and discretion over the conduct and
operations of your business, please revise to describe any material impact that invention,
influence, or control by the Chinese government has or may have on your business or on
the value of your securities. Revise your disclosure that the PRC government "may
influence [y]our operations" to clarify that they may intervene or influence your
operations at any time. Additionally, where you disclose that the PRC government has
recently indicated an intent to exert "more oversight and regulation" over overseas
offerings and foreign investment in China-based issuers, revise to state that they have also
indicated intent to exert more control over such offerings and investment, and that any
such action could cause the value of your securities to significantly decline or be
worthless. We remind you that, pursuant to federal securities rules, the term "control"
(including the terms "controlling," "controlled by," and "under common control with")
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.
Risks Related to Our Business and Industry, page 35
13.Please add a risk factor discussing your debt obligations and related risks and
considerations, such as the impact of the interest rate environment. In this regard, we note
your statements on pages 86 and 89, respectively, that you intend to secure additional

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financing through this offering "and other debt financing" and that you "finance
operations through short-term revolving loans provided by various PRC banks."
Risks Related to this Offering and Ownership of our Ordinary Shares
Our director and Chief Executive Officer has substantial influence over our company..., page 63
14.Please explain why you state that Mr. Xu "could have significant influence" in
determining the outcome of certain matters submitted to shareholders for approval, but
also that he "will...have the power to prevent or cause a change in control." Please also
acknowledge the shareholdings of your other officers and directors in this risk factor and
indicate whether they may act in concert to influence or control matters of the company.
Provide similar disclosure regarding concentration of share ownership in the prospectus
summary. Lastly, please clarify whether you will qualify for controlled company
exemptions under exchange listing standards following the offering and, if so, whether
you intend to rely upon such exemptions. In this regard, we note that your principal
shareholders information on page 130 indicates that various members of Mr. Xu's
immediate family beneficially own amounts of ordinary shares beyond those directly held
by Xu.
We are a foreign private issuer within the meaning of the rules..., page 66
15.Please supplement this or another risk factor to acknowledge the "home country practice"
exemptions available to foreign private issuers pursuant to exchange listing standards and
indicate whether you expect to rely upon such exemptions. Make conforming revisions
where you discuss the implications of being a foreign private issuer in the prospectus
summary.
Use of Proceeds, page 68
16.We note your statement that 40% of the net proceeds of the offering will be used for
“construction of production facilities and…upgrades and purchases of new production
equipment.” Please clarify whether these planned expenditures relate specifically to the
polystyrene manufacturing facility under construction in Henan Province, particularly
given your statement on page 91 that you had approximately $69.8 million in capital
commitments related to this project as of June 30, 2023. If so, provide a brief description
of assets to be acquired, their costs and disclose the amount and sources of other funds
needed to complete the project, each to the extent applicable. Refer to Items 3.C.1 and
3.C.2 of Form 20-F.
Enforceability of Civil Liabilities, page 72
17.If any of your directors, officers, or members of senior management are located in the
PRC or Hong Kong, please revise to state that is the fact and identify the relevant
individuals and their location(s).

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Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations, page 80
18.Please quantify the extent to which changes in revenue are attributable to changes in
prices or to changes in the volume or amount of goods sold. Please also quantify factors to
which changes in results of operations are attributed. For example, we note disclosure that
revenue increased from increased demand and from expanding your business through
partnerships. Refer to Item 303(b)(2)(iii) of Regulation S-K.
19.We note per the risk factor on page 37 and the notes to your financial statements that your
product lines can be divided into two categories, basic chemicals and plastic particles, and
that different products have different gross margins. We also note that revenue from
plastic products decreased significantly for the year ended June 30, 2023 from the amount
generated for the year ended June 30, 2022. Please provide a discussion of revenue and
cost of revenue by product categories in your results of operations discussion. Refer to
Item 303(b) of Regulation S-K.
20.We note when discussing the increase to your year over year revenues on page 82, you
partially attribute the increase to the expansion of your sales teams.  Please reconcile this
with the decline in year over year selling and marketing expenses as disclosed on your
Consolidated Statements of Operations and discussed on page 84.
Industry, page 94
21.You state that information in this section is derived from an industry report prepared by
Sublime China Information Co., Ltd., but you also state on page 67 that an industry report
was issued by Zhuo Chuang Consulting. Please clarify whether one or two separate
reports were commissioned, and file as exhibit(s) to the registration stat