SecProbe.io

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 August 20, 2025

Keithly Garnett
Chief Financial Officer
NeOnc Technologies Holdings, Inc.
23975 Park Sorrento Suite 205
Calabasas, CA. 91302

 Re: NeOnc Technologies Holdings, Inc.
 Form 8-K filed August 18, 2025
 File No. 001-42567
Dear Keithly Garnett:

 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 Life Sciences
</TEXT>
</DOCUMENT>

<DOCUMENT>
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<TEXT>
 August 19, 2025

Keithly Garnett
Chief Financial Officer
NeOnc Technologies Holdings, Inc.
23975 Park Sorrento Suite 205
Calabasas, CA. 91302

 Re: NeOnc Technologies Holdings, Inc.
 Form 8-K filed August 18, 2025
 File No. 001-42567
Dear Keithly Garnett:

 We have reviewed your filing and have the following comment.

 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 8-K filed August 18, 2025
Item4.02 - Non-Reliance on Previously Issued Financial Statements or a Related
Audit
Report or Completed Interim Review., page 1

1. Please revise your disclosure to include a statement of whether the
audit committee, or
 the board of directors in the absence of an audit committee,
 or authorized officer or officers, discussed with the registrant s
independent
 accountant the matters disclosed in the filing pursuant to Item
4.02(a)(3), or tell us
 where such disclosure was made.
 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.
 August 19, 2025
Page 2

 Please contact Lynn Dicker at (202) 551-3616 or Kevin Vaughn at (202)
551-3494 if
you have questions regarding comments on the financial statements and related
matters.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
</TEXT>
</DOCUMENT>

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<TEXT>
 June 12, 2025

Thomas C. Chen
Chief Executive Officer
NeOnc Technologies Holdings, Inc.
23975 Park Sorrento, Suite 205
Calabasas, CA 91302

 Re: NeOnc Technologies Holdings, Inc.
 Registration Statement on Form S-1
 Filed June 6, 2025
 File No. 333-287875
Dear Thomas C. Chen:

 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 Doris Stacey Gama at 202-551-3188 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Thomas Poletti, Esq.
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 NEONC TECHNOLOGIES HOLDINGS, INC.

 23975 Park Sorrento, Suite 205

 Calabasas, CA 91302

 June 12, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, DC 20549

 Re: NEONC TECHNOLOGIES HOLDINGS, INC.

 Registration Statement on Form S-1 (File No.
333-287875) (the "Registration Statement")

 Acceleration Request

 Ladies and Gentlemen:

 NeOnc Technologies Holdings, Inc. hereby requests
that the effectiveness under the Securities Act of 1933, as amended, of the above-captioned Registration Statement on Form S-1, be accelerated
to 4:30 p.m., Eastern Time, on June 16, 2025, or as soon thereafter as practicable.

 Please notify Thomas Poletti at (714) 371-2501
or Veronica Lah at (310) 312-4130 of Manatt, Phelps & Phillips, LLP as soon as possible as to the time the Registration Statement
has been declared effective pursuant to this acceleration request. We appreciate your assistance and cooperation in this matter.

 Sincerely,

 NEONC TECHNOLOGIES HOLDINGS, INC.

 By:
 /s/ Dr. Thomas Chen

 Name:
 Dr. Thomas Chen

 Title:
 Chief Executive Officer

CORRESP
 1
 filename1.htm

 NEONC TECHNOLOGIES HOLDINGS, INC.

 23975 Park Sorrento, Suite 205

 Calabasas, CA 91302

 May 2, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, DC 20549

 Re:
 NEONC TECHNOLOGIES HOLDINGS, INC.

 Registration Statement on Form S-1 (File No. 333-286808) (the "Registration Statement")

 Acceleration Request

 Ladies and Gentlemen:

 NeOnc Technologies Holdings, Inc. hereby requests
that the effectiveness under the Securities Act of 1933, as amended, of the above-captioned Registration Statement on Form S-1, be accelerated
to 4:30 p.m., Eastern Time, on May 6, 2025, or as soon thereafter as practicable.

 Please notify Thomas Poletti at (714) 371-2501
or Veronica Lah at (310) 312-4130 of Manatt, Phelps & Phillips, LLP as soon as possible as to the time the Registration Statement
has been declared effective pursuant to this acceleration request. We appreciate your assistance and cooperation in this matter.

 Sincerely,

 NEONC TECHNOLOGIES HOLDINGS, INC.

 By:
 /s/ Dr. Thomas Chen

 Name:
 Dr. Thomas Chen

 Title:
 Chief Executive Officer

<DOCUMENT>
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<TEXT>
 May 2, 2025

Thomas Chen
Chief Executive Officer
NeOnc Technologies Holdings, Inc.
23975 Park Sorrento, Suite 205
Calabasas, CA 91302

 Re: NeOnc Technologies Holdings, Inc.
 Registration Statement on Form S-1
 Filed April 29, 2025
 File No. 333-286808
Dear Thomas Chen:

 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 Alan Campbell at 202-551-4224 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Thomas J. Poletti, Esq.
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 NEONC
TECHNOLOGIES HOLDINGS, INC.

 2
Dole Drive

 Westlake
Village, CA 91362

 March
21, 2025

 VIA
EDGAR

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 100
F Street, N.E.

 Washington,
DC 20549

 Re:
 NEONC TECHNOLOGIES
 HOLDINGS, INC.

 Registration
 Statement on Form S-1 (File No.333-284115) (the "Registration Statement")

 Acceleration
 Request

 Ladies
and Gentlemen:

 NeOnc
Technologies Holdings, Inc. hereby requests that the effectiveness under the Securities Act of 1933, as amended, of the above-captioned
Registration Statement on Form S-1, be accelerated to 4:01 p.m., Eastern Time, on March 25, 2025, or as soon thereafter as practicable.

 Please
notify Thomas Poletti at (714) 371-2501 or Veronica Lah at (310) 312-4130 of Manatt, Phelps & Phillips, LLP as soon as possible as
to the time the Registration Statement has been declared effective pursuant to this acceleration request. We appreciate your assistance
and cooperation in this matter.

 Sincerely,

 NEONC
 TECHNOLOGIES HOLDINGS, INC.

 By:
 /s/
 Dr. Thomas Chen

 Name:
 Dr. Thomas Chen

 Title:
 Chief Executive
 Officer

CORRESP
1
filename1.htm

        Thomas J. Poletti

        Manatt, Phelps & Phillips, LLP

        Direct Dial: (714) 371-2501

        TPoletti@manatt.com

    February 26, 2025
    Client-Matter: 70244-031

      VIA EDGAR

      U.S. Securities and Exchange Commission
Division
of Corporate Finance
100 F Street, NE

      Washington, D.C. 20549

      Attention: Christine Torney; Lynn Dicker; Tyler Howes; Joshua Gorsky

            Re:

               NeOnc Technologies Holdings, Inc.

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

               Filed January 31, 2025

               File No. 333-284115

      Dear Ms. Christine Torney, Ms. Lynn Dicker, Mr. Tyler Howes and Mr. Joshua Gorsky:

      On behalf of our client, NeOnc Technologies Holdings, Inc. (the “Company”), we hereby
         file Amendment No. 2 to the Company’s Registration Statement on Form S-1 (the “Amendment No. 2”). Amendment No. 2 is filed
         to provide responses to comments (the “Comments”) of the staff (the “Staff”) of the
         Securities and Exchange Commission (the “Commission”) issued in a letter dated February 11, 2025 (the “Staff’s Letter”) relating to the Company’s Amendment No. 1 to Registration Statement on Form S-1 as submitted with the Commission
         on January 31, 2025. In order to facilitate your review, we have responded, on behalf of the Company,
         to each of the Comments set forth in the Staff’s Letter, on a point by point basis. The Comments are set forth below in bold font
         and our response follows each respective Comment. In our response, page number references
         are to Amendment No. 2. Terms used but not defined herein have the respective meanings
         assigned thereto in Amendment No. 2.

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

      General

            1.
            Please tell us whether all of the shares registered for resale in this registration
               statement, including the 624,999 shares to be issued for $16 per share and the 30,000
               shares to be issued to RBW Capital Partners, were issued and outstanding prior to
               January 31, 2025, the date you filed this amendment to the registration statement. If any of
               the shares registered for resale were not outstanding at that time, please remove
               them from the shares registered for resale or tell us why you believe it would be
               appropriate to include them for resale at this time. Refer to Securities Act Sections
               CDIs 134.01 and 139.27.

      Response: In response to the Staff’s comment, we note that all of the shares registered for resale in the Registration Statement, excluding the 624,999 shares to be issued for $16 per share (the “Private Placement Shares”, and the sale of the Private Placement Shares is referred to as the “Private Placement”) and the 30,000 shares to be issued to RBW Capital Partners (the “RBW Shares”), were issued and outstanding prior to January 3, 2025, the date on which the Company first publicly filed its Registration Statement on Form S-1 and January 31, 2025, the date on which the Company filed Amendment No. 1 to Registration Statement on Form S-1.

      The Company is registering the Private Placement Shares pursuant to the Registration Statement; however, the RBW Shares have been removed from registration for resale pursuant to the Registration
         Statement.

Attention: Christine Torney; Lynn Dicker; Tyler Howes; Joshua Gorsky
 Re: NeOnc Technologies Holdings, Inc. Amendment No. 1 to Registration Statement on Form S-1
 February 26, 2025
 Page 2

      With respect to the registration for resale of the Private Placement Shares, we reference
         CD&Is 134.01 and 139.27.

      CD&I 134.01 provides that a “resale registration statement may be filed if securities are privately placed, with
         the closing of the private placement contingent on filing or effectiveness of a resale
         registration statement. At the time of filing the registration statement, the purchasers
         in the private placement must be irrevocably bound to purchase the securities subject
         only to the filing or effectiveness of the registration statement or other conditions
         outside their control, and the purchase price must be established at the time of the
         private placement. The purchase price cannot be contingent on the market price at
         the time of effectiveness of the registration statement.”

      In addition, Securities Act Release No. 8828 as referenced in CD&I 139.27 states “[o]ur view is that, while there are many situations in which the filing of a registration
         statement could serve as a general solicitation or general advertising for a concurrent
         private offering, the filing of a registration statement does not, per se, eliminate
         a company’s ability to conduct a concurrent private offering, whether it is commenced before
         or after the filing of the registration statement. Further, it is our view that the determination as to whether the filing of the registration
         statement should be considered to be a general solicitation or general advertising
         that would affect the availability of the Section 4(2) exemption for such a concurrent unregistered offering should be based on a consideration
         of whether the investors in the private placement were solicited by the registration
         statement or through some other means that would otherwise not foreclose the availability
         of the Section 4(2) exemption. This analysis should not focus exclusively on the nature of the investors, such as
         whether they are ‘qualified institutional buyers’ as defined in Securities Act Rule 144A or institutional accredited investors, or the number of such investors participating
         in the offering; instead, companies and their counsel should analyze whether the offering
         is exempt under Section 4(2) on its own, including whether securities were offered and sold to the private
         placement investors through the means of a general solicitation in the form of the
         registration statement.”

      First, although the Private Placement Shares were not outstanding prior to January 3, 2025, which is the date the Company first publicly filed its Registration Statement on Form S-1, all purchase agreements obligating the purchasers
         to purchase the Private Placement Shares were executed prior to January 3, 2025, with execution dates ranging from October 30, 2024 to December 30, 2024. As noted above, CD&I 134.01 allows for registration shares to be issued to purchasers in a private placement
         if the purchasers are irrevocably bound to purchase the securities subject only to the filing or effectiveness of the registration statement
         or other conditions outside their control, and the purchase price must be established
         at the time of the private placement. The purchase agreements for the Private Placement Shares provide that the closing of the private placement will occur upon the completion of the closing
         conditions set forth in the purchase agreement. The purchase agreements include standard conditions such as (1) the accuracy of the representations and warranties of the Company and the investors, (2) the performance of the obligations, covenants and agreements of the Company and investors, the primary obligation being the filing and effectiveness of the Registration Statement, and (3) the delivery by the Company and investors of the closing deliverables, including the executed purchase agreement, executed share escrow agreement, evidence that the Registration Statement has been cleared for comments by the Commission, a copy of the request for acceleration to be filed by the Company with the Commission, evidence of electronic transfer of the securities purchased by the Investor, and an officer’s certificate. All closing conditions are outside of the investors’ control and the investors cannot voluntarily terminate the purchase agreement. The primary closing condition is the filing and effectiveness of the Registration Statement, and the Company is responsible
         to ensure this closing condition is met. Therefore, the investors are irrevocably bound to purchase the securities subject to the filing and
         effectiveness of the Registration Statement. Moreover, prior to the closing the investors must “deliver, via wire transfer, immediately available funds equal to the Investors aggregate Subscription Amounts set forth on Annex B to the Escrow Account.” The funds were delivered by the Investors immediately after the agreements were countersigned, the funds are currently held in an escrow account and the funds will be immediately released to the Company at closing without any further action by the investors. Since the purchasers of the Private Placement Shares are irrevocably bound to purchase the
         Private Placement Shares, subject only to the effectiveness of the Registration Statement
         and other factors outside of their control, the registration of the Private Placement
         Shares complies with the exception provided in CD&I 134.01. We further note that the purchase price of $16 per Private Placement Share was established at the time the purchase agreements were executed and such purchase price was not contingent on the market price at the time of effectiveness
         of the Registration Statement.

Attention: Christine Torney; Lynn Dicker; Tyler Howes; Joshua Gorsky
 Re: NeOnc Technologies Holdings, Inc. Amendment No. 1 to Registration Statement on Form S-1
 February 26, 2025
 Page 3

      In addition, Section 4(a)(2) of the Securities Act exempts from registration offers and sales by an issuer that do not involve a public offering or distribution. When determining whether an offering is exempt from registration pursuant to Section 4(a)(2), several factors are analyzed. Such factors include (1) the suitability of the investors, (2) the restrictions on transfer of the securities, and (3) the prohibition on general solicitation and general advertising. The suitability of the investors relates to investors’ level of sophistication, knowledge and experience of financial and business matters to evaluate the risks and merits of the proposed offering. Additionally, the securities offered by the issuer must be restricted securities. Lastly, in order for an offering to qualify for the Section 4(a)(2) exemption, neither the issuer, nor anyone acting on the issuer’s behalf can generally solicit or advertise the offering.

      The Company is relying on the Section 4(a)(2) exemption for issuance of the Private Placement Shares. As represented by the investors pursuant to Section 3.02(e) of the purchase agreements, the investors are sophisticated investors who are able to evaluate the risks and merits of their investment in the Private Placement and are able to bear the investment’s economic risk. Additionally, as acknowledged by the investors pursuant to Section 3.02(b) of the purchase agreements, the Private Placement Shares will be issued to the investors at the closing of the Private
         Placement as restricted stock with appropriate restrictive legends. Lastly, neither the Company, nor anyone acting on the Company’s behalf, generally advertised the Private Placement or generally solicited investments. Twelve (12) of the thirteen (13) investors had substantive, pre-existing relationships with the Company prior to investing in the Private Placement, and one investor had a substantive,
         pre-existing relationship with the Company’s placement agent, RBW Capital Partners. Moreover, the solicitation of the Private Placement Shares was conducted consistent with the
         interpretive guidance of Securities Act Release No. 8828 as referenced in CD&I 139.27.
         The availability of the Section 4(a)(2) exemption for a concurrent unregistered offering depends on whether the investors in the private placement were solicited by the registration
         statement. As noted above, the purchase agreements were executed prior to January 3, 2025, and therefore, the investors were not, and could not have been, solicited
         by the Registration Statement relating to the registered resale offering (“Resale Offering”) to participate in the Private Placement, nor were any of such persons provided copies or access to any of the confidential
         submissions prior to the public filing of the Registration Statement.

      As described above, the Private Placement complies with the guidance provided in CD&I
         134.01 and CD&I 139.27. Therefore, the Private Placement Shares should be permitted
         to be registered for resale on the Registration Statement.

            2.
            To the extent you continue to include the 624,999 shares to be issued for $16 per
               share, tell us what exemption from registration you are relying on with respect to
               that issuance and provide your analysis as to why that private placement should not
               be integrated with the registered resale offering. Refer to Securities Act Rule 152 and Securities Act Sections CDI 139.25.

      Response: In response to the Staff’s comment, as described in the Company’s response to the Staff’s comment 1 above, we note that the Company is relying on the Section 4(a)(2) exemption for issuance of the Private Placement Shares.

With respect to the Staff’s comment on integration, the integration doctrine provides an analytical framework for determining whether multiple
         securities transactions should be considered part of the same offering. “If the safe harbors in Rule 152(b) do not apply, in determining whether two or more offerings are to be treated
         as one for the purpose of registration or qualifying for an exemption from registration
         under the Securities Act, offers and sales will not be integrated if, based on the
         particular facts and circumstances, the issuer can establish that each offering either
         complies with the registration requirements of the Securities Act, or that an exemption
         from registration is available for the particular offering.”1

 1 SEC, Facilitating Capital Formation and Expanding Investment
Opportunities by Improving Access to Capital in Private Markets, Rel. No. 33-10884 (Nov. 2, 2020).

Attention: Christine Torney; Lynn Dicker; Tyler Howes; Joshua Gorsky
 Re: NeOnc Technologies Holdings, Inc. Amendment No. 1 to Registration Statement on Form S-1
 February 26, 2025
 Page 4

      In addition, CD&I 139.25 provides that “[i]f the investors in the private offering become interested in the private offering
         by means of the registration statement, then the registration statement will have
         served as a general solicitation for the securities being offered privately and Section 4(2) would not be available. On the other hand, if the investors in the private offering
         become interested in the private offering through some means other than the registration
         statement – for example, there is a substantive, pre-existing relationship between
         the investors and the company – then the registration statement would not have served
         as a general solicitation for the private offering and Section 4(2) would be available, assuming the offering is otherwise consistent with the exemption. Hence, there would be no integration of the private offering with the public offering.”

      We respectfully believe that the Private Placement should not be integrated with Resale Offering. As noted above, offers and sales will not be integrated if, based on the particular facts and circumstances,
         the issuer can establish that each offering either complies wit

February 11, 2025
Thomas Chen
Chief Executive Officer
NeOnc Technologies Holdings, Inc.
2 Dole Drive
Westlake Village, CA 91362
Re:NeOnc Technologies Holdings, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed January 31, 2025
File No. 333-284115
Dear Thomas Chen:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Amendment No. 1 to Registration Statement on Form S-1
General
1.Please tell us whether all of the shares registered for resale in this registration
statement, including the 624,999 shares to be issued for $16 per share and the 30,000
shares to be issued to RBW Capital Partners, were issued and outstanding prior to
January 31, 2025, the date you filed this amendment to the registration statement. If
any of the shares registered for resale were not outstanding at that time, please remove
them from the shares registered for resale or tell us why you believe it would be
appropriate to include them for resale at this time. Refer to Securities Act Sections
CDIs 134.01 and 139.27.
To the extent you continue to include the 624,999 shares to be issued for $16 per
share, tell us what exemption from registration you are relying on with respect to that
issuance and provide your analysis as to why that private placement should not be 2.

February 11, 2025
Page 2
integrated with the registered resale offering. Refer to Securities Act Rule 152 and
Securities Act Sections CDI 139.25.
3.With respect to the 624,999 shares to be issued for $16 per share, please tell us the
expected timing of issuance, whether and when the purchasers became irrevocably
bound to purchase the shares, and whether there are any conditions to closing. Please
file the related purchase agreement or tell us why it is not required to be filed as an
exhibit.
4.To the extent you continue to include the 30,000 shares to be issued to RBW Capital
Partners, please advise whether that issuance is contingent on the successful
completion of the direct listing and whether any purchase price for those shares is
contingent on the opening share price in the direct listing. In this regard, we note your
disclosure that “The agreement provides for a one-time fee of $250,000 payable three
days after the direct listing and 30,000 shares of unrestricted stock at the time of the
direct listing at the direct listing price.”
5.Given RBW Capital Partners’ dual role as your financial advisor and a Registered
Stockholder and the financial advisor’s role under Nasdaq direct listing rules, please
consider whether it is necessary to include a discussion of any material risk factors
relating to potential conflicts of interest.
6.We note the disclosure on your cover page that “[t]he Registered Stockholders will
not be involved in Nasdaq's price-setting mechanism, including any decision to delay
or proceed with trading, nor will they control or influence the Advisor in carrying out
its role as a financial adviser.” Please revise this and any other similar statements for
accuracy given RBW Capital Partners’ current dual role as your financial advisor and
a Registered Stockholder.
7.Please confirm that RBW Capital Partners will not serve as the issuer’s valuation
agent for purposes of the Nasdaq direct listing rules.
            Please contact Christine Torney at 202-551-3652 or Lynn Dicker at 202-551-3616 if
you have questions regarding comments on the financial statements and related
matters. Please contact Tyler Howes at 202-551-3370 or Joshua Gorsky at 202-551-7836
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Thomas J. Poletti, Esq.

CORRESP
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filename1.htm

        Thomas J. Poletti

        Manatt, Phelps & Phillips, LLP

        Direct Dial: (714) 371-2501

        TPoletti@manatt.com

    January 30, 2025
    Client-Matter: 70244-031

VIA EDGAR

U.S. Securities and Exchange Commission
 Division of Corporate Finance
 100 F Street, NE

Washington, D.C. 20549

Attention: Christine Torney; Lynn Dicker; Tyler Howes; Joshua Gorsky

    Re:

        NeOnc Technologies Holdings, Inc.

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

        Submitted January 3, 2025

        CIK No. 0001979414

Dear Ms. Christine Torney, Ms. Lynn Dicker, Mr. Tyler Howes and Mr. Joshua Gorsky:

On behalf of our client, NeOnc Technologies Holdings, Inc. (the “Company”), we hereby file Amendment No. 1 to the Company’s Form S-1 (the “Registration Statement”). The Registration Statement is filed to provide responses to oral comments (the “Comments”) of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) relating to the Company’s Registration Statement on Form S-1 as submitted with the Commission on January 3, 2025. In order to facilitate your review, we have responded, on behalf of the Company, to each of the Comments on a point by point basis. The Comments are set forth below in bold font and our response follows each respective Comment. In our response, page number references are to the Registration Statement, and terms used but not defined herein have the respective meanings assigned thereto in the Registration Statement.

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

[Cover Page]

    1.
    Please remove the following sentence from the front cover of the Prospectus “….. in accordance with the requirements of Regulation M, the Advisor will not effect any sales of shares of common stock to be issued to it by the Company until at least five trading days after the effective date of the direct listing.”

Response: Further to the Staff’s request, the aforementioned sentence has been removed from the front cover of the Prospectus.

    2.
    Please change the front cover of the Prospectus to indicate the correct number of shares to be sold further to the Registration Statement.

Response: Further to the Staff’s request, the front cover of the Prospectus has been revised to indicate the correct number of shares to be sold further to the Registration Statement.

    3.
    If correct, please indicate that the shares sold further to the private placement are being registered and sold further to the Registration Statement.

Response: Further to the Staff’s request, the Prospectus has been revised to indicate that the shares sold further to the private placement are being registered and sold further to the Registration Statement.

Attention: Christine Torney; Lynn Dicker; Tyler Howes; Joshua Gorsky
 Re: NeOnc Technologies Holdings, Inc. Amendment No. 1 to  Registration Statement on Form S-1
 January 30, 2025
 Page 2

Should you or the staff have questions regarding the foregoing responses or additional comments please contact Thomas Poletti at 714.371.2501 or Veronica Lah at 310.312.4130.

    Sincerely,

    /s/ Thomas J. Poletti

    Thomas J. Poletti

    cc:
    NeOnc Technologies Holdings, Inc.

Manatt, Phelps & Phillips, LLP 695 Town Center Drive, 14th Floor, Costa Mesa, California 92626

Tel: 714.371.2500 Fax: 714.371.2550

Albany | Boston | Chicago | Los Angeles | New York | Orange County | Sacramento | San Francisco | Silicon Valley | Washington, D.C.

CORRESP
1
filename1.htm

        Thomas J. Poletti

        Manatt, Phelps & Phillips, LLP

        Direct Dial: (714) 371-2501

        TPoletti@manatt.com

    January 2, 2025
    Client-Matter: 70244-031

VIA EDGAR

U.S. Securities and Exchange Commission
Division
of Corporate Finance
100 F Street, NE

Washington, D.C. 20549

Attention: Christine Torney; Lynn Dicker; Tyler Howes; Joshua Gorsky

    Re:

    NeOnc Technologies Holdings, Inc.

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

    Submitted December 10, 2024

    CIK No. 0001979414

Dear Ms. Christine Torney, Ms. Lynn Dicker, Mr.
Tyler Howes and Mr. Joshua Gorsky:

On behalf of our client, NeOnc
Technologies Holdings, Inc. (the “Company”), we hereby file the Company’s Form S-1 (the “Registration Statement”).
The Registration Statement is filed to provide responses to comments (the “Comments”) of the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) issued in a letter dated December 20, 2024 (the “Staff’s
Letter”) relating to the Company’s Amendment No. 1 to Draft Registration Statement on Form S-1 as confidentially submitted
with the Commission on December 10, 2024. In order to facilitate your review, we have responded, on behalf of the Company, to each of
the Comments set forth in the Staff’s Letter, on a point by point basis. The Comments are set forth below in bold font and our response
follows each respective Comment. In our response, page number references are to the Registration Statement, and terms used but not defined
herein have the respective meanings assigned thereto in the Registration Statement.

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

Cover Page

    1.
    We note your disclosure on the cover page, and elsewhere, that the Advisor “will exercise any consultation rights only to the extent that it can do so consistent with the anti-manipulation provisions of the federal securities laws, including Regulation M[.]” We also note your disclosure on page 204 that the Advisor will be “entitled to a fee upon the successful consummation of the Direct Listing and will be granted thirty thousand shares (30,000) in unrestricted stock at the effective date of this offering at the direct listing price[,]” and that the Advisor will be “paid up to $100,000 for fees and expenses of legal counsel and other out-of-pocket expenses plus the costs associated with the use of a third-party electronic road show service (such as NetRoadShow).” Please explain to us how the “third-party electronic road show service” will be utilized in the Direct Listing. Additionally, please explain whether your disclosure of the Advisor’s fee upon the successful consummation of the Direct Listing, the granting of the 30,000 shares in unrestricted stock at the effective date, and the use of the “third-party electronic road show service” is consistent with your disclosure that the Advisor “will exercise any consultation rights only to the extent that it can do so consistent with the anti-manipulation provisions of the federal securities laws, including Regulation M[.]”

Response: In response to the
Staff’s comment, please note that references to a “third-party electronic road show service” have been removed from
the registration statement. Please be advised that no such service will be utilized in the Direct Listing and any references to such were
inaccurate and have been corrected. Also note that references to the Advisor being granted thirty thousand shares (30,000) in unrestricted
stock at the effective date of this offering at the direct listing price have been corrected as well. The shares will be issued immediately
prior to the effective date of the offering and will be registered in connection with the direct listing. Please also note that further
edits have been made to indicate that the Advisor will not sell any of such shares within the five day period following the effective
date of the direct listing in accordance with the provisions of Regulation M.

Attention: Christine Torney; Lynn Dicker; Tyler Howes; Joshua Gorsky
 Re: NeOnc Technologies Holdings, Inc. Amendment No. 1 to Draft Registration Statement on Form S-1
 January 2, 2025
 Page 2

Should you or the staff have
questions regarding the foregoing responses or additional comments please contact Thomas Poletti at 714.371.2501 or Veronica Lah at 310.312.4130.

    Sincerely,

    /s/ Thomas J. Poletti

    Thomas J. Poletti

    cc:
    NeOnc Technologies Holdings, Inc.

Manatt, Phelps & Phillips, LLP 695 Town Center
Drive, 14th Floor, Costa Mesa, California 92626

Tel: 714.371.2500 Fax: 714.371.2550

Albany | Boston | Chicago | Los Angeles
| New York | Orange County | Sacramento | San Francisco | Silicon Valley | Washington, D.C.

December 20, 2024
Thomas Chen
Chief Executive Officer
NeOnc Technologies Holdings, Inc.
2 Dole Drive
Westlake Village, CA 91362
Re:NeOnc Technologies Holdings, Inc.
Amendment No. 1 to Draft Registration Statement on Form S-1
Submitted December 10, 2024
CIK No. 0001979414
Dear Thomas Chen:
            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 the 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 27, 2024 letter.
Amendment No. 1 to Draft Registration Statement on Form S-1
Cover Page
We note your disclosure on the cover page, and elsewhere, that the Advisor “will
exercise any consultation rights only to the extent that it can do so consistent with the
anti-manipulation provisions of the federal securities laws, including Regulation M[.]”
We also note your disclosure on page 204 that the Advisor will be “entitled to a fee
upon the successful consummation of the Direct Listing and will be granted thirty
thousand shares (30,000) in unrestricted stock at the effective date of this offering at
the direct listing price[,]” and that the Advisor will be “paid up to $100,000 for fees
and expenses of legal counsel and other out-of-pocket expenses plus the costs 1.

December 20, 2024
Page 2
associated with the use of a third-party electronic road show service (such as
NetRoadShow).” Please explain to us how the “third-party electronic road show
service” will be utilized in the Direct Listing. Additionally, please explain whether
your disclosure of the Advisor’s fee upon the successful consummation of the Direct
Listing, the granting of the 30,000 shares in unrestricted stock at the effective date,
and the use of the “third-party electronic road show service” is consistent with your
disclosure that the Advisor “will exercise any consultation rights only to the extent
that it can do so consistent with the anti-manipulation provisions of the federal
securities laws, including Regulation M[.]”
            Please contact Christine Torney at 202-551-3652 or Lynn Dicker at 202-551-3616 if
you have questions regarding comments on the financial statements and related
matters. Please contact Tyler Howes at 202-551-3370 or Joshua Gorsky at 202-551-7836
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Thomas J. Poletti, Esq.

CORRESP
1
filename1.htm

        Thomas J. Poletti

        Manatt, Phelps & Phillips, LLP

        Direct Dial: (714) 371-2501

        TPoletti@manatt.com

    December 9, 2024
    Client-Matter: 70244-031

VIA EDGAR

U.S. Securities and Exchange Commission
Division
of Corporate Finance
100 F Street, NE

Washington, D.C. 20549

Attention: Christine Torney; Lynn Dicker; Tyler Howes; Joshua Gorsky

    Re:

        NeOnc Technologies Holdings, Inc.

        Draft Registration Statement on Form S-1

        Submitted October 29, 2024

        CIK No. 0001979414

Dear Ms. Christine Torney, Ms. Lynn Dicker, Mr. Tyler Howes and Mr. Joshua Gorsky:

On behalf of our client, NeOnc Technologies Holdings, Inc. (the “Company”), we hereby file Amendment No. 1 to the Company’s Draft Registration Statement on Form S-1 (the “Amendment No. 1”). Amendment No. 1 is filed to provide responses to comments (the “Comments”) of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) issued in a letter dated November 27, 2024 (the “Staff’s Letter”) relating to the Company’s Draft Registration Statement on Form S-1 as submitted with the Commission on October 29, 2024. In order to facilitate your review, we have responded, on behalf of the Company, to each of the Comments set forth in the Staff’s Letter, on a point by point basis. The Comments are set forth below in bold font and our response follows each respective Comment. In our response, page number references are to Amendment No. 1. Terms used but not defined herein have the respective meanings assigned thereto in Amendment No. 1.

Draft Registration Statement on Form S-1

Cover Page

    1.
    Please revise to identify the Advisor on your cover page.

Response: In response to the Staff’s comment, the cover page has been revised to identify the Advisor.

    2.
    We note that you are a “controlled company” within the meaning of the listing rules of The Nasdaq Stock Market. Please revise your cover page to identify your controlling shareholder and disclose their ownership percentage.

Response: In response to the Staff’s comment, the Company will not be a controlled company, and therefore, the disclosure has been removed on the cover page.

Prospectus Summary, page 1

    3.

        Please revise your opening discussion
on page 2 about the company’s net losses and accumulated deficit to include the most recent financial information to include your
interim financial information.

Response: In response to the Staff’s comment, the opening discussion on page 2 about the Company’s net losses and accumulated deficit has been revised to include the Company’s interim financial information.

Attention: Christine Torney; Lynn Dicker; Tyler Howes; Joshua Gorsky
 Re: NeOnc Technologies Holdings, Inc. Amendment No. 1 to Draft Registration Statement on Form S-1
 December 9, 2024
 Page 2

Prospectus Summary
Summary of Risks Related to Our Business, page 4

    4.

        Please revise this section to remove any summary risk factors that do not have corresponding risk factor disclosure. For example only, we note that there do not seem to be risk factors related to the following summary risk factors:

 ● “Even if we complete this offering, we will require additional
financing to advance the development of our product candidates. Failure to obtain this necessary capital could force us to delay, limit,
reduce or terminate our operations.”

 ● “We have identified material weaknesses in our internal
control over financial reporting and may identify additional material weaknesses in the future.”

 ● “We have never generated any revenue from product sales
and may never become profitable.”

Please remove these risks from your summary or revise to include appropriate
risk factor disclosure for each risk identified in this section.

Response: In response to the Staff’s comment, this section
has been revised to remove any summary risk factors that do not have a correspond risk factor disclosure.

    5.

        Please revise to highlight the risks related
to your direct listing and volatility of your common stock following this offering in your summary.

Response: In response to the Staff’s comment, the summary on page 4 has been revised to highlight the risks related to the Company’s direct listing and volatility of the Company’s common stock following this offering.

Risk Factors

Our common stock currently has no public market. An active trading market may not develop..., page 65

    6.

        Please revise this risk factor to clearly
state that the opening trading price of your common stock may be unrelated to historical sales prices. Please also revise here to discuss
how your public reputation and brand recognition may impact the demand for shares of your common stock.

Response: In response to the Staff’s comment, the risk factor has been revised to state that the opening trading price of the Company’s common stock may be unrelated to historical sales prices on page 67. The risk factor has also been revised to state that the Company’s public reputation and brand recognition may impact the demand for shares of the Company’s common stock on page 68.

Management’s Discussion and Analysis of Financial Condition and Results of Operation Contractual Obligations and Commitments, page 92

    7.

        Please revise to include all of the company’s
contractual obligations and commitments in this section to be consistent with the information throughout the registration statement in
accordance with Item 303(b)(1) of Regulation S-K. For example, the legal settlement with the company’s vendor disclosed on page
F-18 is not discussed in this section.

Response: In response to the Staff’s comment, this section has been revised to include all of the Company’s contractual obligations and commitments on page 100-102.

Attention: Christine Torney; Lynn Dicker; Tyler Howes; Joshua Gorsky
 Re: NeOnc Technologies Holdings, Inc. Amendment No. 1 to Draft Registration Statement on Form S-1
 December 9, 2024
 Page 3

Business

The Pipeline of NeOnc Drug, page 99

    8.

        We note that your pipeline table on page
99 indicates that an IND has been filed for NEO100-03. We note elsewhere in your registration statement that an IND for “[i]ntranasal
delivery of NEO100 alone, and in combination with doxorubicin for pediatric brain tumors” is “in the process of being prepared.”
Please reconcile this disclosure or, alternatively, please advise. To the extent that an IND has not yet been filed for this drug candidate,
please revise your pipeline table accordingly.

Response: In response to the Staff’s comment, the disclosure has been revised to state that the IND has been approved on page 120.

Patient Survival: Comparison of NeOnc’s Phase I Trial to Other Cancer Trials, page 103

    9.

        We note your disclosure here, on page 124 and elsewhere comparing the results of your clinical trials against current standards of care for recurrent malignant gliomas. Please remove these comparisons throughout suggesting that your treatment candidates that are not FDA approved are as effective or superior to approved therapies. You may present objective results of your clinical trials, but such results should not be compared to alternative treatment products unless head-to-head studies were conducted.

Response: In response to the Staff’s comment, the disclosures on pages 103, 105, and 124 comparing the results of the Company’s clinical trials against current standards of care for recurrent malignant gliomas have been removed.

Exclusive Patent License Agreement between USC and our Company, page 128

    10.

        We note your disclosure on page 129 that you entered into a settlement agreement whereby “the Company and OEP terminated the OEP Agreement in exchange for a payment in the amount of $4,000,000 payable by the Company to OEP within ten days of the close of the Company’s initial public offering.” Please clarify this disclosure here and elsewhere as appropriate to explain whether this payment will be made by the Company to OEP as a result of this offering.

Response: In response to the Staff’s comment, a disclosure has been added clarifying whether the payment will be made to OEP as a result of this offering on page 137.

Settlement Agreements with Licenses, page 130

    11.

        We note your disclosure on page 130 that you “agreed to settle the dispute [with Fox Infused] for a $600,000 payment by [you] to Fox Infused within 5 business days of the closing date of [your] initial public offering or March 31, 2024.” Please revise your disclosure here to clarify whether this payment will be made as a result of this offering. Additionally, please revise your risk factors to include a discussion of the risks associated with being in default under the terms of your settlement agreement with Fox Infused.

Response: In response to the Staff’s comment, a disclosure has been added clarifying whether the payment will be made to Fox Infused as a result of this offering on page 136. Additionally, a risk factor has been added on page 73 discussing the risks associated with the disputes with Fox Infused and OEP.

Attention: Christine Torney; Lynn Dicker; Tyler Howes; Joshua Gorsky
 Re: NeOnc Technologies Holdings, Inc. Amendment No. 1 to Draft Registration Statement on Form S-1
 December 9, 2024
 Page 4

Plan of Distribution, page 186

    12.
    Please disclose whether you will be involved in Nasdaq’s price-setting mechanism. In your revisions, clarify if you will coordinate or communicate with the Advisor with respect to any decision to delay or proceed with trading.

Response: In response to the Staff’s comment, a disclosure regarding the Company’s involvement in Nasdaq’s price-setting mechanism has been added on page 203.

    13.

        Please clarify whether the fee paid to the Advisor is entirely contingent on the successful consummation of the direct listing or whether any portion of the fee is required to be paid regardless of whether the direct listing is completed.

Response: In response to the Staff’s comment, a disclosure stating that all fees to the Advisor are entirely contingent on the successful completion of the direct listing has been added on page 204.

Should you or the staff have questions regarding the foregoing responses or additional comments please contact Thomas Poletti at 714.371.2501 or Veronica Lah at 310.312.4130.

    Sincerely,

    /s/ Thomas J. Poletti

    Thomas J. Poletti

    cc:
    NeOnc Technologies Holdings, Inc.

Manatt, Phelps & Phillips, LLP 695 Town Center
Drive, 14th Floor, Costa Mesa, California 92626

Tel: 714.371.2500 Fax: 714.371.2550

Albany | Boston | Chicago | Los Angeles
| New York | Orange County | Sacramento | San Francisco | Silicon Valley | Washington, D.C.

November 27, 2024
Thomas Chen
Chief Executive Officer
NeOnc Technologies Holdings, Inc.
2 Dole Drive
Westlake Village, CA 91362
Re:NeOnc Technologies Holdings, Inc.
Draft Registration Statement on Form S-1
Submitted October 29, 2024
CIK No. 0001979414
Dear Thomas Chen:
            We have reviewed your 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.
Draft Registration Statement on Form S-1
Cover Page
1.Please revise to identify the Advisor on your cover page.
2.We note that you are a "controlled company" within the meaning of the listing rules of
The Nasdaq Stock Market. Please revise your cover page to identify your
controlling shareholder and disclose their ownership percentage.
Prospectus Summary, page 1
3.Please revise your opening discussion on page 2 about the company's net losses and
accumulated deficit to include the most recent financial information to include your
interim financial information.

November 27, 2024
Page 2
Prospectus Summary
Summary of Risks Related to Our Business, page 4
4.Please revise this section to remove any summary risk factors that do not have
corresponding risk factor disclosure. For example only, we note that there do not seem
to be risk factors related to the following summary risk factors:
•"Even if we complete this offering, we will require additional financing to
advance the development of our product candidates. Failure to obtain this
necessary capital could force us to delay, limit, reduce or terminate our
operations."
•"We have identified material weaknesses in our internal control over financial
reporting and may identify additional material weaknesses in the future."
•"We have never generated any revenue from product sales and may never become
profitable."
Please remove these risks from your summary or revise to include appropriate risk
factor disclosure for each risk identified in this section.
5.Please revise to highlight the risks related to your direct listing and volatility of your
common stock following this offering in your summary.
Risk Factors
Our common stock currently has no public market. An active trading market may not
develop..., page 65
6.Please revise this risk factor to clearly state that the opening trading price of your
common stock may be unrelated to historical sales prices. Please also revise here to
discuss how your public reputation and brand recognition may impact the demand for
shares of your common stock.
Management's Discussion and Analysis of Financial Condition and Results of Operation
Contractual Obligations and Commitments, page 92
7.Please revise to include all of the company's contractual obligations and commitments
in this section to be consistent with the information throughout the registration
statement in accordance with Item 303(b)(1) of Regulation S-K. For example, the
legal settlement with the company's vendor disclosed on page F-18 is not discussed in
this section.
Business
The Pipeline of NeOnc Drug, page 99
8.We note that your pipeline table on page 99 indicates that an IND has been filed for
NEO100-03. We note elsewhere in your registration statement that an IND for
"[i]ntranasal delivery of NEO100 alone, and in combination with doxorubicin for
pediatric brain tumors" is "in the process of being prepared." Please reconcile this
disclosure or, alternatively, please advise. To the extent that an IND has not yet been
filed for this drug candidate, please revise your pipeline table accordingly.

November 27, 2024
Page 3
Patient Survival: Comparison of NeOnc's Phase I Trial to Other Cancer Trials , page 103
9.We note your disclosure here, on page 124 and elsewhere comparing the results of
your clinical trials against current standards of care for recurrent malignant gliomas.
Please remove these comparisons throughout suggesting that your treatment
candidates that are not FDA approved are as effective or superior to approved
therapies. You may present objective results of your clinical trials, but such results
should not be compared to alternative treatment products unless head-to-head studies
were conducted.
Exclusive Patent License Agreement between USC and our Company, page 128
10.We note your disclosure on page 129 that you entered into a settlement agreement
whereby "the Company and OEP terminated the OEP Agreement in exchange for a
payment in the amount of $4,000,000 payable by the Company to OEP within ten
days of the close of the Company's initial public offering." Please clarify this
disclosure here and elsewhere as appropriate to explain whether this payment will be
made by the Company to OEP as a result of this offering.
Settlement Agreements with Licenses, page 130
11.We note your disclosure on page 130 that you "agreed to settle the dispute [with Fox
Infused] for a $600,000 payment by [you] to Fox Infused within 5 business days of
the closing date of [your] initial public offering or March 31, 2024." Please revise
your disclosure here to clarify whether this payment will be made as a result of this
offering. Additionally, please revise your risk factors to include a discussion of the
risks associated with being in default under the terms of your settlement agreement
with Fox Infused.
Plan of Distribution, page 186
12.Please disclose whether you will be involved in Nasdaq’s price-setting mechanism. In
your revisions, clarify if you will coordinate or communicate with the Advisor with
respect to any decision to delay or proceed with trading.
13.Please clarify whether the fee paid to the Advisor is entirely contingent on the
successful consummation of the direct listing or whether any portion of the fee is
required to be paid regardless of whether the direct listing is completed.

November 27, 2024
Page 4
            Please contact Christine Torney at 202-551-3652 or Lynn Dicker at 202-551-3616 if
you have questions regarding comments on the financial statements and related
matters. Please contact Tyler Howes at 202-551-3370 or Joshua Gorsky at 202-551-7836
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Thomas J. Poletti, Esq.