SecProbe.io

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 Shengfeng
Development Limited

 Shengfeng
Building, No. 478 Fuxin East Road

 Jin'an
District, Fuzhou City

 Fujian
Province, People's Republic of China, 350001

 VIA
EDGAR

 December
2, 2025

 Ms.
Cheryl Brown

 Division
of Corporation Finance

 Office
of Energy & Transportation

 U.S.
Securities and Exchange Commission

 100
F Street, NE

 Washington,
D.C. 20549

 Re:
 Shengfeng Development Limited

 Registration Statement on Form F-3 (Registration
 No. 333-291051)

 Request for Acceleration of Effectiveness

 Dear
Ms. Cheryl Brown:

 Pursuant
to Rule 461 of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, the undersigned, on behalf
of Shengfeng Development Limited (the " Company "), respectfully requests that the effective date of the Registration
Statement on Form F-3 referred to above be accelerated so that it will become effective at 4:00 P.M. Eastern Time on December
4, 2025, or as soon as practicable thereafter.

 Please
contact Charlotte Westfall, of The Crone Law Group, P.C., counsel to the Company, at cwestfall@cronelawgroup.com or by telephone at (646)
861-7891, to provide notice of effectiveness, or if you have any questions or require additional information regarding this matter.
Thank you for your assistance and cooperation in this matter.

 Very truly yours,

 Shengfeng Development Limited

 By:
 /s/ Yongxu
 Liu

 Name:
 Yongxu Liu

 Title:
 Chief Executive Officer, Director, President and Chairman

 cc.
 Charlotte Westfall, The Crone Law Group, P.C.

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Shengfeng Development Limited

Shengfeng Building, No. 478 Fuxin East Road

Jin’an District, Fuzhou City

Fujian Province, People’s Republic of China,
350001

VIA EDGAR

September 19, 2023

Ms. Cheryl Brown

Division of Corporation Finance

Office of Energy & Transportation

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

    Re:

    Shengfeng Development Limited

    Registration Statement on Form F-1, as amended

    File No. 333-273704

Dear Ms. Cheryl Brown:

In accordance with Rule 461
of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended,
Shengfeng Development Limited hereby requests acceleration of effectiveness of the above referenced Registration Statement so that it
will become effective at 4:30 pm, Eastern Time, on September 21, 2023, or as soon thereafter as practicable.

    Very truly yours,

    Shengfeng Development Limited

    By:
    /s/ Yongxu Liu

    Name:
    Yongxu Liu

    Title:
    Chief Executive Officer, Director, President and Chairman

    cc.

    Ying Li, Esq., Hunter Taubman Fischer & Li LLC

United States securities and exchange commission logo
July 24, 2023
Yongxu Liu
Chief Executive Officer
Shengfeng Development Limited
Shengfeng Building, No. 478 Fuxin East Road
Jin’an District, Fuzhou City
Fujian Province, People’s Republic of China, 350001
Re:Shengfeng Development Limited
Draft Registration Statement on Form F-1
Submitted July 12, 2023
CIK No. 0001863218
Dear Yongxu Liu:
            This is to advise you that we do not intend to review your registration statement.
            We request that you publicly file your registration statement no later than 48 hours 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 Cheryl Brown, Staff Attorney, at (202) 551-3905 or Kevin Dougherty,
Staff Attorney, at (202) 551-3271 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Shao-Pai Wang

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Univest Securities, LLC

375 Park Avenue, 15th Floor

New York, NY 10152

VIA EDGAR

March 30, 2023

Ms. Irene Barberena-Meissner

Division of Corporation Finance

Office of Energy & Transportation

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

 Re: Shengfeng Development Limited

Registration Statement on Form F-1, as
amended

File No. 333-267367

Dear Ms. Irene Barberena-Meissner:

In accordance with Rule 461
of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended
(the “Act”), the undersigned hereby joins in the request of Shengfeng Development Limited that the effective date of the above
referenced Registration Statement be accelerated so as to permit it to become effective at 4:00 pm, Eastern Time, on March 30, 2023, or
as soon thereafter as practicable.

Pursuant to Rule 460 of the
General Rules and Regulations under the Act, the undersigned wishes to advise you that there will be distributed to each underwriter or
dealer, 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
it has complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

* * *

[Signature Page Follows]

    Very truly yours,

    Univest Securities, LLC

    By:
    /s/ Edric Guo

    Name:
    Edric Guo

    Title:
    Chief Executive Officer

cc. Sarah E. Williams, Esq., Ellenoff Grossman
& Schole LLP

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Shengfeng Development Limited

Shengfeng Building, No. 478 Fuxin East Road

Jin’an District, Fuzhou City

Fujian Province, People’s Republic of China,
350001

VIA EDGAR

March 30, 2023

Ms. Irene Barberena-Meissner

Division of Corporation Finance

Office of Energy & Transportation

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

    Re:

    Shengfeng Development Limited

    Registration Statement on Form F-1, as amended

    File No. 333-267367

Dear Ms. Irene Barberena-Meissner:

In accordance with Rule 461
of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended,
Shengfeng Development Limited hereby requests acceleration of effectiveness of the above referenced Registration Statement so that it
will become effective at 4:00 pm, Eastern Time, on March 30, 2023, or as soon thereafter as practicable.

    Very truly yours,

    Shengfeng Development Limited

    By:
    /s/ Yongxu Liu

    Name:
    Yongxu Liu

    Title:
    Chief Executive Officer, Director, President and Chairman

cc.  Ying Li, Esq., Hunter Taubman Fischer & Li LLC

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Shengfeng Development Limited

March 17, 2023

Via EDGAR

Ms. Irene Barberena-Meissner

Division of Corporation Finance

Office of Energy & Transportation

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

    Re:
    Shengfeng Development Limited

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

    Filed March 6, 2023

    File No. 333-267367

Dear Ms. Barberena-Meissner:

This letter is in response to the comment provided
telephonically on March 16, 2023 and the letter dated March 16, 2023, from the staff (the “Staff”) of the U.S. Securities
and Exchange Commission (the “Commission”) addressed to Shengfeng Development Limited (the “Company”, “we”,
and “our”). For ease of reference, we have recited the Commission’s comments in this response and numbered them accordingly.
An amendment to Registration Statement on Form F-1 is being submitted confidentially to accompany this letter.

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

General

1. Please revise your disclosure to discuss
the CSRC Trial Measures which will come into effect on March 31, 2023. Also disclose whether or not you will be required to comply with
the filing requirements or procedures set forth in the CSRC Trial Measures on March 31, 2023 or otherwise advise.

Response: In response to the Staff’s comment,
we revised our disclosure to discuss the CSRC Trial Measures which will come into effect on March 31, 2023. Additionally, we revised our
disclosure to provide that if the effectiveness of our registration statement on Form F-1 cannot be declared on or before March 31, 2023,
we will be required to complete necessary filing procedures pursuant to the CSRC Trial Measures.

2. Please file a representation as an exhibit
that confirms you are not required to comply with the 12-month requirement of audited financial statements in any other jurisdiction outside
the United States and that complying with the 12-month requirement is impracticable or involves undue hardship. Refer to paragraph 2 of
the Instructions to Item 8.A.4 of Form 20-F.

Response: In response to the Staff’s comment,
we filed Exhibit 99.6 to confirm that we are not required to comply with the 12-month requirement of audited financial statements in any
other jurisdiction outside the United States, and that complying with the 12-month requirement is impracticable or involves undue hardship.

We appreciate the assistance the Staff has provided
with its comments. If you have any questions, please do not hesitate to call our counsel, Ying Li, Esq., of Hunter Taubman Fischer &
Li LLC, at (212) 530-2206.

Very truly yours,

    /s/ Yongxu Liu

    Name:
    Yongxu Liu

    Title:
    Chief Executive Officer

Ying Li, Esq.

Hunter Taubman Fischer & Li LLC

United States securities and exchange commission logo
March 16, 2023
Yongxu Liu
Chief Executive Officer, President, Director, and Chairman
Shengfeng Development Limited
Shengfeng Building, No. 478 Fuxin East Road
Jin'an District, Fuzhou City
Fujian Province, People's Republic of China, 350001
Re:Shengfeng Development Limited
Amendment No. 5 to Registration Statement on Form F-1
Filed March 6, 2023
File No. 333-267367
Dear Yongxu Liu:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Amendment No. 5 to Registration Statement on Form F-1
General
1.Please revise your disclosure to discuss the CSRC Trial Measures which will come into
effect on March 31, 2023.  Also disclose whether or not you will be required to comply
with the filing requirements or procedures set forth in the CSRC Trial Measures on March
31, 2023 or otherwise advise.
            You may contact Jennifer O'Brien, Staff Accountant, at 202-551-3721 or Kimberly
Calder, Assistant Chief Accountant, at 202-551-3701 if you have questions regarding comments
on the financial statements and related matters. Please contact Irene Barberena-Meissner, Staff
Attorney, at 202-551-6548 or Loan Lauren Nguyen, at 202-551-3642 with any other questions.

 FirstName LastNameYongxu Liu
 Comapany NameShengfeng Development Limited
 March 16, 2023 Page 2
 FirstName LastName
Yongxu Liu
Shengfeng Development Limited
March 16, 2023
Page 2
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Jingwen (Katherine) Luo, Esq,

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Shengfeng Development Limited

March 6, 2023

Via EDGAR

Ms. Irene Barberena-Meissner

Division of Corporation Finance

Office of Energy & Transportation

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

    Re:
    Shengfeng Development Limited

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

    Filed February 17, 2023

    File No. 333-267367

Dear Ms. Barberena-Meissner:

This letter is in response to the comment letter dated
March 2, 2023, from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”)
addressed to Shengfeng Development Limited (the “Company”, “we”, and “our”). For ease of reference,
we have recited the Commission’s comment in this response and numbered them accordingly. An amendment to Registration Statement
on Form F-1 is being submitted to accompany this letter.

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

Change in Registrant's Certifying Accountant,
page 182

1. We note there is no Exhibit 16.1 included in
the Exhibit index beginning on page II-6. Please revise to file Friedman's letter stating whether or not it agrees with the disclosure
under this heading.

Response: In response to the Staff’s
comment, we revise to file Friedman's letter stating that it agrees with the disclosure under this heading.

We appreciate the assistance the Staff has provided
with its comments. If you have any questions, please do not hesitate to call our counsel, Ying Li, Esq., of Hunter Taubman Fischer &
Li LLC, at (212) 530-2206.

Very truly yours,

    /s/ Yongxu Liu

    Name:
    Yongxu Liu

    Title:
    Chief Executive Officer

Ying Li, Esq.

Hunter Taubman Fischer & Li LLC

United States securities and exchange commission logo
March 2, 2023
Yongxu Liu
Chief Executive Officer, President, Director, and Chairman
Shengfeng Development Limited
Shengfeng Building, No. 478 Fuxin East Road
Jin'an District, Fuzhou City
Fujian Province, People's Republic of China, 350001
Re:Shengfeng Development Limited
Amendment No. 4 to Registration Statement on Form F-1
Filed February 17, 2023
File No. 333-267367
Dear Yongxu Liu:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Amendment No. 4 to Registration Statement on Form F-1
Change in Registrant's Certifying Accountant, page 182
1.We note there is no Exhibit 16.1 included in the Exhibit index beginning on page II-
6. Please revise to file Friedman's letter stating whether or not it agrees with the disclosure
under this heading.
            You may contact Jennifer O'Brien, Staff Accountant, at 202-551-3721 or Kimberly
Calder, Assistant Chief Accountant, at 202-551-3701 if you have questions regarding comments
on the financial statements and related matters. Please contact Irene Barberena-Meissner, Staff
Attorney, at 202-551-6548 or Loan Lauren Nguyen, at 202-551-3642 with any other questions.

 FirstName LastNameYongxu Liu
 Comapany NameShengfeng Development Limited
 March 2, 2023 Page 2
 FirstName LastName
Yongxu Liu
Shengfeng Development Limited
March 2, 2023
Page 2
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Jingwen (Katherine) Luo, Esq,

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Shengfeng Development Limited

February 17, 2023

Via EDGAR

Ms. Irene Barberena-Meissner

Division of Corporation Finance

Office of Energy & Transportation

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

    Re:
    Shengfeng Development Limited

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

    Filed January 26, 2023

    File No. 333-267367

Dear Ms. Barberena-Meissner:

This letter is in response to the comments provided
telephonically on February 7, 2023 and the letter dated February 7, 2023, from the staff (the “Staff”) of the U.S. Securities
and Exchange Commission (the “Commission”) addressed to Shengfeng Development Limited (the “Company”, “we”,
and “our”). For ease of reference, we have recited the Commission’s comments in this response and numbered them accordingly.
An amendment to Registration Statement on Form F-1 is being submitted confidentially to accompany this letter.

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

Exhibits

1. We refer to Exhibit 23.1. Please have your
auditor revise the consent to reflect a more recent date than January 25, 2022.

Response: In response to the Staff’s comment,
our auditor revised the consent to reflect a more recent date than January 25, 2022.

2. Refile your legal and tax opinion to reflect
the reduced offering size.

Response: In response to the Staff’s comment,
we refiled Exhibit 5.1, Opinion of Ogier regarding the validity of the Class A Ordinary Shares being registered, and Exhibit 8.1, Opinion
of Ogier regarding certain Cayman Islands tax matters, with this amendment, to reflect the reduced offering size.

3. Please have FINRA confirm and provide an
updated no objection letter.

Response: We respectfully advise the Staff that,
Ellenoff Grossman & Schole LLP, the counsel of the underwriter, Univest Securities, LLC (the “Underwriter”), has confirmed
that FINRA has been made aware of the changes to the offering size and Underwriter’s compensation. The compensation was adjusted
in the most recent amendment pursuant to FINRA’s comments and in support of the previously issued no objection letter. We are advised
by the Underwriter that FINRA has determined not to re-issue a no objection letter.

We appreciate the assistance the Staff has provided
with its comments. If you have any questions, please do not hesitate to call our counsel, Ying Li, Esq., of Hunter Taubman Fischer &
Li LLC, at (212) 530-2206.

Very truly yours,

    /s/ Yongxu Liu

    Name:
    Yongxu Liu

    Title:
    Chief Executive Officer

Ying Li, Esq.

Hunter Taubman Fischer & Li LLC

United States securities and exchange commission logo
February 7, 2023
Yongxu Liu
Chief Executive Officer, President, Director, and Chairman
Shengfeng Development Limited
Shengfeng Building, No. 478 Fuxin East Road
Jin'an District, Fuzhou City
Fujian Province, People's Republic of China, 350001
Re:Shengfeng Development Limited
Amendment No. 3 to Registration Statement on Form F-1
Filed January 26, 2023
File No. 333-267367
Dear Yongxu Liu:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Amendment No. 3 to Registration Statement on Form F-1
Exhibits
1.We refer to Exhibit 23.1. Please have your auditor revise the consent to reflect a more
recent date than January 25, 2022.
            You may contact Jennifer O'Brien, Staff Accountant, at 202-551-3721 or Kimberly
Calder, Assistant Chief Accountant, at 202-551-3701 if you have questions regarding comments
on the financial statements and related matters. Please contact Irene Barberena-Meissner, Staff
Attorney, at 202-551-6548 or Loan Lauren Nguyen, at 202-551-3642 with any other questions

 FirstName LastNameYongxu Liu
 Comapany NameShengfeng Development Limited
 February 7, 2023 Page 2
 FirstName LastName
Yongxu Liu
Shengfeng Development Limited
February 7, 2023
Page 2
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Jingwen (Katherine) Luo, Esq,

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Shengfeng Development Limited

November 25, 2022

Via EDGAR

Ms. Irene Barberena-Meissner

Division of Corporation Finance

Office of Energy & Transportation

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

    Re:
    Shengfeng Development Limited

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

    Filed October 31, 2022

    File No. 333-267367

Dear Ms. Barberena-Meissner:

This letter is in response to the letter dated
November 16, 2022, from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”)
addressed to Shengfeng Development Limited (the “Company”, “we”, and “our”). For ease of reference,
we have recited the Commission’s comments in this response and numbered them accordingly. An amendment to Registration Statement
on Form F-1 (the “Second Amendment”) is being submitted confidentially to accompany this letter.

Amendment No. 1 to Registration Statement on
Form F-1 Filed on October 31, 2022

Cover Page

1. We note the disclosure that you plan to
apply to list your Class A Ordinary Shares on the Nasdaq Capital Market. Please revise to update this disclosure as appropriate.

Response: In response to the Staff’s comment,
we updated on the cover page of the Second Amendment to disclose that we have applied to list our Class A Ordinary Shares on the Nasdaq
Capital Market.

Risks Relating to this Offering and the Trading
Market

The market price of our Class A Ordinary Shares
may be volatile or may decline regardless of our operating performance, page 54

2. We note recent instances of extreme
stock price run-ups followed by rapid price declines and stock price volatility seemingly unrelated to company performance following
a number of recent initial public offerings, particularly among companies with relatively smaller public floats. Please revise this
risk factor to address the potential for rapid price volatility and any known factors particular to your offering that may add to
this risk and discuss the risks to investors when investing in stock where the price is changing rapidly. Clearly state that such
volatility may make it difficult for prospective investors to assess the rapidly changing value of your stock.

Response: In response to the Staff’s comment,
we revised our disclosure in the Second Amendment to include in the risk factors on pages 13 and 59 that the price of our Class A Ordinary
Shares could be subject to rapid and substantial volatility, and that such volatility may make it difficult for prospective investors
to assess the rapidly changing value of our Class A Ordinary Shares.

Notes to Consolidated Financial Statements

Note 2. Summary of significant accounting policies, page F-11

3. Please revise your disclosure to
include a statement that the interim financial statements include all adjustments that, in the opinion of management, are necessary
to a fair statement of the results for the interim periods presented. In addition, if all such adjustments are of a normal recurring
nature, a statement to that effect shall be made; otherwise, there shall be furnished information describing in appropriate detail
the nature and amount of any adjustments other than normal recurring adjustments entering into the determination of the results
shown. Refer to Item 8.A.5 of Form 20-F and Rule 1001(b)(8) of Regulation S-X.

Response: In response to the Staff’s comments,
we revised our disclosure in Note 2 on page F-11 of the Registration Statement accordingly.

We appreciate the assistance the Staff has provided
with its comments. If you have any questions, please do not hesitate to call our counsel, Ying Li, Esq., of Hunter Taubman Fischer &
Li LLC, at (212) 530-2206.

Very truly yours,

    /s/ Yongxu Liu

    Name:
    Yongxu Liu

    Title:
    Chief Executive Officer

Ying Li, Esq.

Hunter Taubman Fischer & Li LLC

United States securities and exchange commission logo
November 16, 2022
Yongxu Liu
Chief Executive Officer, President, Director, and Chairman
Shengfeng Development Limited
Shengfeng Building, No. 478 Fuxin East Road
Jin'an District, Fuzhou City
Fujian Province, People's Republic of China, 350001
Re:Shengfeng Development Limited
Amendment No. 1 to Registration Statement on Form F-1
Filed October 31, 2022
File No. 333-267367
Dear Yongxu Liu:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our September 29, 2022 letter.
Amendment No. 1 to Registration Statement on Form F-1 Filed on October 31, 2022
Cover Page
1.We note the disclosure that you plan to apply to list your Class A Ordinary Shares on the
Nasdaq Capital Market.  Please revise to update this disclosure as appropriate.
Risks Relating to this Offering and the Trading Market
The market price of our Class A Ordinary Shares may be volatile or may decline regardless of
our operating performance, page 54
2.We note recent instances of extreme stock price run-ups followed by rapid price declines
and stock price volatility seemingly unrelated to company performance following a

 FirstName LastNameYongxu Liu
 Comapany NameShengfeng Development Limited
 November 16, 2022 Page 2
 FirstName LastName
Yongxu Liu
Shengfeng Development Limited
November 16, 2022
Page 2
number of recent initial public offerings, particularly among companies with relatively
smaller public floats.  Please revise this risk factor to address the potential for rapid price
volatility and any known factors particular to your offering that may add to this risk and
discuss the risks to investors when investing in stock where the price is changing rapidly.
Clearly state that such volatility may make it difficult for prospective investors to assess
the rapidly changing value of your stock.
Notes to Consolidated Financial Statements
Note 2. Summary of significant accounting policies, page F-11
3.Please revise your disclosure to include a statement that the interim financial statements
include all adjustments that, in the opinion of management, are necessary to a fair
statement of the results for the interim periods presented.  In addition, if all such
adjustments are of a normal recurring nature, a statement to that effect shall be made;
otherwise, there shall be furnished information describing in appropriate detail the nature
and amount of any adjustments other than normal recurring adjustments entering into the
determination of the results shown.  Refer to Item 8.A.5 of Form 20-F and Rule 10-
01(b)(8) of Regulation S-X.
            You may contact Jennifer O'Brien, Staff Accountant, at 202-551-3721 or Kimberly
Calder, Assistant Chief Accountant, at 202-551-3701 if you have questions regarding comments
on the financial statements and related matters.  Please contact Irene Barberena-Meissner, Staff
Attorney, at 202-551-6548 or Loan Lauren Nguyen, Legal Branch Chief, at 202-551-3642 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Jingwen (Katherine) Luo, Esq,

CORRESP
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Shengfeng Development Limited

October 31, 2022

Via EDGAR

Ms. Irene Barberena-Meissner

Division of Corporation Finance

Office of Energy & Transportation

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

    Re:
    Shengfeng Development Limited

    Registration Statement on Form F-1

    Submitted September 9, 2022

    Registration No. 333-266116

Dear Ms. Barberena-Meissner:

This letter is in response to the letter dated
September 29, 2022 from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”)
addressed to Shengfeng Development Limited (the “Company”, “we”, and “our”). For ease of reference,
we have recited the Commission’s comments in this response and numbered them accordingly. An amended Registration Statement on Form
F-1 (the “Amended Registration Statement No.1”) is being submitted to accompany this letter.

Cover Page

1. Disclosure on your cover page states that
you currently expect the initial public offering price will be in the range of $4.00 to $5.00 per share. However, the registration statement
fee exhibit appears to reflect a maximum price of $6.00 per share. Please revise or advise.

In response to the Staff’s comment, we revised
our disclosure on the registration statement fee exhibit to reflect a maximum price of $5.00 per share of the Amended Registration Statement
No.1.

Prospectus Summary

Consolidating Schedule, page 14

2. We note your revisions in response to comment
6 and reissue the comment in part. Please revise to reflect the expense and amounts due to WFOE in the VIE column of your condensed consolidating
schedules.

In response to the Staff’s comment, we
revised our disclosure starting from page 15 to 17 and from page 72 to page 74 of the Amended Registration Statement No.1 to reflect
the expenses and amounts due to WFOE in the VIE column of our condensed consolidating schedules.

    1

 3. We note your response to comment 7, consistent
with previous responses, that i) “Shengfeng Cayman formed a 100% owned subsidiary, Shengfeng HK, and Shengfeng HK formed a 100%
owned subsidiary, Fujian Tianyu Shengfeng Logistics Co., Ltd (WFOE), without any monetary capitalization as part of the reorganization,”
and ii) “For the years ended December 31, 2021 and 2020, Shengfeng Cayman and Shengfeng HK had no capitalized equity investment
nor any income from equity investment from their respective subsidiaries.”

 However, it remains unclear how the registrant,
Shengfeng Development Limited, is able to present consolidated financial statements if there is no parent-subsidiary accounting based
on equity ownership and control obtained through contractual arrangements between the parent company and its subsidiaries. Moreover, it
does not appear that your response aligns with the diagram illustrating your corporate structure on page 8. Therefore, we continue to
believe you should revise your consolidating schedules so that they accurately depict the separate financial statements of the parent
company (i.e. Shengfeng Cayman), Shengfeng HK, WFOE, and the VIE, along with the applicable eliminations, that are necessary to derive
the registrant’s consolidated financial statements.

In response to the Staff’s comment, we revised
our disclosure on the cover page of the Amended Registration Statement No.1 to indicate that Shengfeng Development Limited (“Shengfeng
Cayman”) is able to present consolidated financial statements based on equity ownership and control obtained through contractual
arrangements between the WOFE and VIE. We further clarify that Shengfeng Cayman has legal ownership and full control of Shengfeng HK and
WFOE. The WFOE has the control of the VIE based on the VIE agreements, therefore the consolidation of the accounts of Shengfeng HK, WFOE
and the VIE and subsidiaries is consistent with the ASC 810 Consolidation. It is in alignment with the diagram illustrated on the corporate
structure on the page 8 of the Amended Registration Statement No.1 and consistent with the footnote disclosure in the consolidated financial
statements under the caption of “Principles of Consolidation”.

4. Based on the comment above, it does not
appear that your inter-company transactions table on pages 16 and 18 accurately reflect the transactions between and among the parent
company, its subsidiaries, and the VIE. As such, please revise this disclosure as necessary.

In response to the Staff’s comment, we
revised the condensed consolidating schedules from page 15 to 17 and from page 72 to page 74 of the Amended Registration Statement
for Shengfeng Cayman and Shengfeng HK columns accordingly and reflected the related intercompany balances and transaction with the
elimination in the condensed consolidating schedules.

    2

Risks Relating to Doing Business in the
PRC

China’s economic, political and social
conditions, laws and regulations, as well as possible interventions and influences of any government, page 36

5. We note your revised disclosure in response
to prior comment 14 stating that “PRC national laws shall not be applied in the Hong Kong Special Administrative Region except for
those listed in the Basic Law. However, due to the uncertainty of the PRC legal system and changes in laws, regulations or policies, including
how those laws, regulations or policies would be interpreted or implemented, and the national laws applicable in Hong Kong, the Basic
Law might be revised in the future and thus [you] may face certain legal and operational risks associated with operating in the PRC.”
Please provide a brief summary of the PRC national laws listed in the Basic Law that apply to your operations in Hong Kong. Also, describe
any Hong Kong laws or regulations that apply to your operations in Hong Kong, if material. Lastly, please revise your disclosure to directly
state that the legal and operational risks associated with operating in the PRC also apply to your operations in Hong Kong, including
those of Shengfeng HK.

In response to the Staff’s comment, we revised
our disclosure on page 37 of the Amended Registration Statement No.1 to clarify that our PRC counsel, AllBright Law Offices, believe that
PRC national laws listed in the Basic Law does not apply to our operations in Hong Kong. Additionally, we revised our disclosure to provide
that, although Shengfeng HK has no business operations in Hong Kong, as an entity incorporated under laws of Hong Kong, it shall be subject
to Hong Kong laws in general. Lastly, we also revised our disclosure to directly state that the legal and operational risks associated
with operating in the PRC may also apply to our operations in Hong Kong, including those of Shengfeng HK.

Report of Independent Registered Public Accounting Firm, page
F-2

6. It appears that references to the audit
of the consolidated balance sheet as of December 31, 2020 and to the consolidated statements of income and comprehensive income, changes
in shareholders’ equity and cash flows for each of the years in the two year period ended December 31, 2021 were removed. Please
request a revision from the independent registered public accounting firm as necessary.

In response to the Staff’s comment, our
auditor, Friedman LLP, revised the Report of Independent Registered Public Accounting Firm on page F-2 of the Amended Registration Statement
No.1, to include references to the audit of the consolidated balance sheet as of December 31, 2020 and to the consolidated statements
of income and comprehensive income, changes in shareholders’ equity and cash flows for each of the years in the two-year period
ended December 31, 2021.

    3

We appreciate the assistance the Staff has provided
with its comments. If you have any questions, please do not hesitate to call our counsel, Ying Li, Esq., of Hunter Taubman Fischer &
Li LLC, at (212) 530-2206.

    Very truly yours,

    /s/ Yongxu Liu

    Name:
    Yongxu Liu

    Title:
    Chief Executive Officer

    Ying Li, Esq.

    Hunter Taubman Fischer & Li LLC

4

United States securities and exchange commission logo
September 29, 2022
Yongxu Liu
Chief Executive Officer, President, Director, and Chairman
Shengfeng Development Limited
Shengfeng Building, No. 478 Fuxin East Road
Jin'an District, Fuzhou City
Fujian Province, People's Republic of China, 350001
Re:Shengfeng Development Limited
Registration Statement on Form F-1
Filed September 9, 2022
File No. 333-267367
Dear Mr. Liu:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our August 19, 2022 letter.
Registration Statement on Form F-1
Cover Page
1.Disclosure on your cover page states that you currently expect the initial public offering
price will be in the range of $4.00 to $5.00 per share.  However, the registration statement
fee exhibit appears to reflect a maximum price of $6.00 per share.  Please revise or advise.
Prospectus Summary
Consolidating Schedule, page 14
2.We note your revisions in response to comment 6 and reissue the comment in part. Please
revise to reflect the expense and amounts due to WFOE in the VIE column of your

 FirstName LastNameYongxu Liu
 Comapany NameShengfeng Development Limited
 September 29, 2022 Page 2
 FirstName LastNameYongxu Liu
Shengfeng Development Limited
September 29, 2022
Page 2
condensed consolidating schedules.
3.We note your response to comment 7, consistent with previous responses, that i)
“Shengfeng Cayman formed a 100% owned subsidiary, Shengfeng HK, and Shengfeng
HK formed a 100% owned subsidiary, Fujian Tianyu Shengfeng Logistics Co., Ltd
(WFOE), without any monetary capitalization as part of the reorganization,” and ii) “For
the years ended December 31, 2021 and 2020, Shengfeng Cayman and Shengfeng HK had
no capitalized equity investment nor any income from equity investment from their
respective subsidiaries.”

However, it remains unclear how the registrant, Shengfeng Development Limited, is able
to present consolidated financial statements if there is no parent-subsidiary accounting
based on equity ownership and control obtained through contractual arrangements
between the parent company and its subsidiaries. Moreover, it does not appear that your
response aligns with the diagram illustrating your corporate structure on page
8. Therefore, we continue to believe you should revise your consolidating schedules so
that they accurately depict the separate financial statements of the parent company (i.e.
Shengfeng Cayman), Shengfeng HK, WFOE, and the VIE, along with the applicable
eliminations, that are necessary to derive the registrant's consolidated financial statements.
4.Based on the comment above, it does not appear that your inter-company transactions
table on pages 16 and 18 accurately reflect the transactions between and among the parent
company, its subsidiaries, and the VIE. As such, please revise this disclosure as necessary.
Risks Relating to Doing Business in the PRC
China's economic, political and social conditions, laws and regulations, as well as possible
interventions and influences of any government , page 36
5.We note your revised disclosure in response to prior comment 14 stating that "PRC
national laws shall not be applied in the Hong Kong Special Administrative Region except
for those listed in the Basic Law.  However, due to the uncertainty of the PRC legal
system and changes in laws, regulations or policies, including how those laws, regulations
or policies would be interpreted or implemented, and the national laws applicable in Hong
Kong, the Basic Law might be revised in the future and thus [you] may face certain legal
and operational risks associated with operating in the PRC."  Please provide a brief
summary of the PRC national laws listed in the Basic Law that apply to your operations in
Hong Kong.  Also, describe any Hong Kong laws or regulations that apply to your
operations in Hong Kong, if material.  Lastly, please revise your disclosure to directly
state that the legal and operational risks associated with operating in the PRC also apply to
your operations in Hong Kong, including those of Shengfeng HK.
Report of Independent Registered Public Accounting Firm, page F-2
6.It appears that references to the audit of the consolidated balance sheet as of December 31,
2020 and to the consolidated statements of income and comprehensive income, changes in

 FirstName LastNameYongxu Liu
 Comapany NameShengfeng Development Limited
 September 29, 2022 Page 3
 FirstName LastName
Yongxu Liu
Shengfeng Development Limited
September 29, 2022
Page 3
shareholders’ equity and cash flows for each of the years in the two year period ended
December 31, 2021 were removed. Please request a revision from the independent
registered public accounting firm as necessary.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Jennifer O'Brien, Staff Accountant, at 202-551-3721 or Kimberly
Calder, Assistant Chief Accountant, at 202-551-3701 if you have questions regarding comments
on the financial statements and related matters. Please contact Irene Barberena-Meissner, Staff
Attorney, at 202-551-6548 or Loan Lauren Nguyen, Legal Branch Chief, at 202-551-3642 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Jingwen (Katherine) Luo, Esq,

CORRESP
1
filename1.htm

Shengfeng
Development Limited

September
9, 2022

Via
EDGAR

Ms.
Irene Barberena-Meissner

Division
of Corporation Finance

Office
of Energy & Transportation

U.S.
Securities and Exchange Commission

100
F Street, NE

Washington,
D.C., 20549

    Re:
    Shengfeng Development
    Limited

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

    Submitted July 25, 2022

    CIK No. 0001863218

Dear
Ms. Barberena-Meissner:

This
letter is in response to the letter dated August 19, 2022, from the staff (the “Staff”) of the U.S. Securities and Exchange
Commission (the “Commission”) addressed to Shengfeng Development Limited (the “Company”, “we”, and
“our”). For ease of reference, we have recited the Commission’s comments in this response and numbered them accordingly.
A Registration Statement on Form F-1 (the “Registration Statement”) is being submitted to accompany this letter.

Cover
Page

1.
We note your revisions in response to prior comment 1 and reissue the comment in part. Please revise to disclose that investors are purchasing
an interest in Shengfeng Development Limited, your Cayman Islands holding company.

Response:
In response to the Staff’s comment, we revised our disclosure on the cover page of the Registration Statement to clearly disclose
that investors are purchasing an interest in Shengfeng Development Limited, our Cayman Islands holding company.

2.
Please revise your disclosure here and throughout to definitively state whether your auditor is subject to the determinations announced
by the PCAOB on December 16, 2021 relating to the PCAOB’s inability to inspect or investigate completely registered public accounting
firms headquartered in mainland China of the PRC or Hong Kong because of a position taken by one or more authorities in mainland China
or Hong Kong.

Response:
In response to the Staff’s comment, we revised our disclosure on the cover page, and pages 2 and 39 of the Registration Statement
to definitively state that our auditor is not subject to the determinations announced by the PCAOB on December 16, 2021 relating to the
PCAOB’s inability to inspect or investigate completely registered public accounting firms headquartered in mainland China of the
PRC or Hong Kong because of a position taken by one or more authorities in mainland China or Hong Kong.

3.
Please update your disclosures to clarify, for example, that the final rules adopted by the SEC relating to the HFCA Act became effective
on January 10, 2022.

Response:
In response to the Staff’s comment, we updated our disclosure on the cover page, and pages 2 and 39 of the Registration Statement
to disclose that the final rules adopted by the SEC relating to the HFCA Act became effective on January 10, 2022.

4.
We note your disclosure here regarding how cash is transferred through your organization and that, as of the date of this prospectus,
none of your subsidiaries or the VIE have made any “dividends or distributions” to your Company and your Company has not
made any “dividends or distributions to your shareholders.” Please revise to clarify whether any other transfers, including
cash transfers, have occurred. We note your disclosure on page 19.

Response:
In response to the Staff’s comment, we revised our disclosure on the cover page of the Registration Statement to clarify that no
other transfers, including cash transfers, have occurred throughout our organization.

Prospectus
Summary

Consolidation,
page 14

5.
For consistency, please revise the titles shown in the parentheses of the columns in the condensed consolidating schedules so that they
align with the shortened titles referenced via quotation marks in the Corporate Structure presentation on page 8. For example, we note
that Shengfeng Development Limited is referenced as “Shengfeng Cayman” and that Shengfeng Holding Limited is referenced as
“Shengfeng HK” on page 8. Please retain parenthetical references to WFOE and VIE.

Response:
In response to the Staff’s comment, we revised our disclosure on pages 15-18 and pages 66-69 of the Registration Statement to accommodate
the request.

6.
We note the revisions made in response to prior comment 4. However, we also note that pursuant to the Exclusive Technical Consultation
and Service Agreements (VIE Agreements), Fujian Tianyu Shengfeng Logistics Co., Ltd. (WFOE) is engaged to provide certain technical services
to Shengfeng Logistics Group Co., Ltd. and subsidiaries (VIE), and that WFOE is entitled to a “service fee” equal to 50%
of the after-tax income of VIE and a “floating fee,” which is not to exceed the after-tax income of VIE after deducing the
service fee. Therefore, it remains unclear (i) how the revenue and receivable from VIE is reflected in the WFOE column of your condensed
consolidating schedules, or (ii) how the expense and amounts due to WFOE are reflected in the VIE column of your condensed consolidating
schedules for the year ended December 31, 2021. Please explain or revise your condensed consolidating schedules as necessary.

Response:
In response to the Staff’s comment, we revised our disclosure on pages 15 to 18 and 66 to 69 of the Registration Statement. For
the service fee and floating fee, they represent 100% of the VIE income net of tax,

7.
We further note that the Shengfeng Cayman column reflects “Investment in Subsidiaries and VIE” and “Income from VIE
and its subsidiaries” in the condensed consolidating schedules (i.e. balance sheet and statement of operations, respectively).
However, we note that Shengfeng Cayman does not have an equity interest in VIE. Therefore, it is unclear why the Shengfeng Cayman and
Shengfeng HK columns do not reflect their equity investment and their share of equity income from their respective subsidiaries in the
condensed consolidating schedules, respectively, as of and for the year ended December 31, 2021. In this regard, we note that Shengfeng
Cayman holds a 100% equity interest in Shengfeng HK and that Shengfeng HK holds a 100% equity interest in WFOE, and that the VIE Agreements
referenced in the prior comment should be given appropriate consideration.

Response:
In response to the Staff’s comment, we revised our disclosure on pages 15 to 18 and 66 to 69 of the Registration Statement. We
have previously responded in our comments dated December 17, 2021 on comment # 9 that Shengfeng Cayman formed a 100% owned subsidiary,
Shengfeng HK, and Shengfeng HK formed a 100% owned subsidiary, Fujian Tianyu Shengfeng Logistics Co., Ltd (WOFE), without any monetary
capitalization as part of the reorganization. For the years ended December 31, 2021 and 2020, Shengfeng Cayman and Shengfeng HK had no
capitalized equity investment nor any income from equity investment from their respective subsidiaries.

    2

8.
We note from disclosure on page F-9 that the VIE Agreements were signed on January 7, 2021. Therefore, it appears that amounts included
in the Shengfeng Cayman, Shengfeng HK and Tianyu (WFOE) columns that pre-date the VIE Agreements (i.e. January 7, 2021) should be zero
or N/A. Please explain or revise your condensed consolidating schedules as necessary. Also, please revise the introductory paragraph
beginning on page 14 to clarify when the VIE Agreements were entered into and why the historical amounts are reflected in the VIE only
column.

Response:
In response to the Staff’s comment, we included the following in the introductory paragraph on page of the Registration Statement.

“On December 18, 2020, the Company completed
a reorganization of entities under common control of its then existing shareholders, who collectively owned all of the equity interests
of the Company prior to the reorganization. The Company, and Shengfeng HK were established as the holding companies of Shengfeng WFOE.
Shengfeng WFOE is the primary beneficiary of Shengfeng VIE and its subsidiaries, and all of these entities are under common control which
results in the consolidation of Shengfeng VIE and its subsidiaries which have been accounted for as a reorganization of entities under
common control at carrying value. Even though the VIE agreements were executed pre-date the Company’s reorganization, because the
VIE and its subsidiaries and the Company are under common control, the consolidated financial statements are prepared on the basis as
if the reorganization became effective as of the beginning of the first period presented in the accompanying consolidated financial statements
of the Company under U.S.GAAP.”

Dividend
Distributions, Cash Transfer, and Tax Consequences , page 19

9.
We note your revisions in response to prior comment 5 and reissue the comment in part. Please more clearly describe how cash is transferred
through your organization. Also, we note you disclose that "[s]ubject to certain contractual, legal and regulatory restrictions,
cash and capital contributions may be transferred among [your] Cayman Islands holding company and [your] subsidiaries, and that "[c]ash
transfers from [your] Cayman Islands holding company are subject to applicable PRC laws and regulations on loans and direct investment.
You further disclose that "[i]f needed, cash can be transferred between [your] holding company and subsidiaries through intercompany
fund advances, and there are currently no restrictions on transferring funds between [your] Cayman Islands holding company and subsidiaries
in Hong Kong and mainland China, other than certain restrictions and limitations imposed by the PRC government. Please revise to clarify
the legal and regulatory restrictions and limitations that you reference and provide a brief summary of these restrictions and limitations.
Please also revise to address how these restrictions and limitations impact your ability to transfer cash or distribute earnings to U.S.
investors and clarify, if true, that no dividends or distributions have been made to U.S. investors to date.

Response:
In response to the Staff’s comment, we revised our disclosure on the cover page and page 19 of the Registration Statement to describe
how cash is transferred through our organization. We further revised our disclosure on pages 19 and 20 of the Registration Statement
to (i) clarify the legal and regulatory restrictions and limitations that we reference, provide a brief summary of these restrictions
and limitations, and to address how these restrictions and limitations impact our ability to transfer cash or distribute earnings to
U.S. investors, and (ii) clarify that no dividends or distributions have been made to U.S. investors to date.

Risk
Factors

Our
financial condition, results of operations, and cash flows have been adversely affected by COVID-19, page 27

10.
We note your disclosure here that as of December 31, 2021, the COVID-19 pandemic has not had material impacts on your operations results.
We also note your disclosure on page 74 that, as of June 30, 2021, (i) all of your employees had returned to work, (ii) your major operations,
including transportation and warehouse storage management, had fully recovered around China, and (iii) customer demand for your services
had fully recovered. We further note that certain areas of mainland China and Hong Kong were impacted by COVID-19 lockdowns in earlier
2022. Please update these disclosures as of a more recent date.

Response:
In response to the Staff’s comment, we revised our disclosure on pages 27 and 74 of the Registration Statement to update the impact
of the COVID-19 pandemic on our Company in early 2022. We also respectfully direct the Staff’s attention to our previous disclosure
on page 74 that “from April to May, 2022, Shanghai was shut down and all the business in Shanghai were closed due to the COVID-19
Omicron variant. Our business in Shanghai has dropped significantly and revenue decreased by approximately $2 million compared with revenue
in March 2022. The shutdown was over in June 2022, and business in Shanghai has since resumed.”

    3

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

General
Factors Affecting our Results of Operations, page 73

11.
You state on page 88 that “Due to the outbreak of COVID-19, downstream clients faced disruptions in their supply chain, which resulted
in a decline in demand.” Please include a discussion addressing whether the supply chain disruptions experienced by your downstream
clients materially affect your outlook or business goals. Specify whether these challenges have materially impacted your results of operations
or capital resources and quantify, to the extent possible, how your sales, profits, and/or liquidity have been impacted.

Response:
In response to the Staff’s comment, we revised our disclosure on page 74 of the Registration Statement to discuss that the supply
chain disruptions experienced by our downstream clients materially have not affected our outlook or business goals.

Results
of Operations

Cost
of revenues, page 79

12.
You state that “In 2022, worldwide inflation has led to a sharp rise in fuel prices, which will significantly increase the Company's
operating costs.” Please revise to include relevant disclosure if recent inflationary pressures have materially impacted or are
expected to materially impact your operations. In this regard, identify the types of inflationary pressures you are facing and how your
business has been affected. As part of

your
disclosure, identify actions planned or taken, if any, to mitigate inflationary pressures.

Response:
In response to the Staff’s comment, we revised our disclosure on page 79 of the Registration Statement to discuss that the recent
inflationary pressures have not material impacted and are expected to materially impact our operations, and that we have not identified
any actions to mitigate inflationary pressures as if the date of the prospectus.

Report
of Independent Registered Public Accounting Firm

Basis
for Opinion, page F-2

13.
It appears, with regard to the following statement, “We are a public accounting firm registered with the Public Company Accounting
Oversight Board (“PCAOB”) ...,” that the parenthetical reference to the "(United States)" has been removed.
Please request a revision from the independent registered public accounting firm, as necessary, to comply with PCAOB AS 3101.

Response:
In response to the Staff’s comment, our auditor has added the parenthetical reference to “United States” in the auditor’s
opinion.

General

14.
We note that you include references to both “PRC” and “mainland China.” Please ensure that your disclosure does
not narrow risks related to operating in the PRC to mainland China only. Where appropriate, you may describe PRC law and then explain
how Hong Kong differs from PRC law. Please clarify that the legal and operational risks associated with operating in the PRC also apply
to your operations in Hong Kong, including those of Shengfeng HK.

Response:
In response to the Staff’s comment, we respectfully advise that our disclosure does not narrow risks related to operating in the
PRC to mainland China only. To further address the Staff’s concerns, we further revised our disclosure on page 36 of the Registration
Statement to clarify that the Hong Kong Special Administrative may be subject to the different legal systems from mainland China on the
Registration Statement and to clarify that the legal and operational risks associated with operating in the PRC also apply to our
operations in Hong Kong, including those of Shengfeng HK.

    4

We
appreciate the assistance the Staff has provided with its comments. If you have any questions, please do not hesitate to call our counsel,
Ying Li, Esq., of Hunter Taubman Fischer & Li LLC, at (212) 530-2206.

Very
truly yours,

    /s/
    Yongxu Liu

    Name:
    Yongxu Liu

    Title:
    Chief Executive Officer

Ying
Li, Esq.

Hunter
Taubman Fischer & Li LLC

5

United States securities and exchange commission logo
August 19, 2022
Yongxu Liu
Chief Executive Officer, President, Director, and Chairman
Shengfeng Development Limited
Shengfeng Building, No. 478 Fuxin East Road
Jin'an District, Fuzhou City
Fujian Province, People's Republic of China, 350001
Re:Shengfeng Development Limited
Amendment No. 6 to Draft Registration Statement on Form F-1
Submitted July 25, 2022
CIK No. 0001863218
Dear Mr. Liu:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
April 4, 2022 letter.
Amendment No. 6 to Draft Registration Statement on Form F-1
Cover Page
1.We note your revisions in response to prior comment 1 and reissue the comment in part.
Please revise to disclose that investors are purchasing an interest in Shengfeng
Development Limited, your Cayman Islands holding company.

2.Please revise your disclosure here and throughout to definitively state whether your
auditor is subject to the determinations announced by the PCAOB on December 16, 2021
relating to the PCAOB’s inability to inspect or investigate completely registered public

 FirstName LastNameYongxu Liu
 Comapany NameShengfeng Development Limited
 August 19, 2022 Page 2
 FirstName LastNameYongxu Liu
Shengfeng Development Limited
August 19, 2022
Page 2
accounting firms headquartered in mainland China of the PRC or Hong Kong because of a
position taken by one or more authorities in mainland China or Hong Kong.
3.Please update your disclosures to clarify, for example, that the final rules adopted by the
SEC relating to the HFCA Act became effective on January 10, 2022.
4.We note your disclosure here regarding how cash is transferred through your organization
and that, as of the date of this prospectus, none of your subsidiaries or the VIE have made
any "dividends or distributions" to your Company and your Company has not made any
"dividends or distributions to your shareholders."  Please revise to clarify whether any
other transfers, including cash transfers, have occurred.  We note your disclosure on page
19.
Prospectus Summary
Consolidation, page 14
5.For consistency, please revise the titles shown in the parentheses of the columns in the
condensed consolidating schedules so that they align with the shortened titles referenced
via quotation marks in the Corporate Structure presentation on page 8.  For example, we
note that Shengfeng Development Limited is referenced as "Shengfeng Cayman" and that
Shengfeng Holding Limited is referenced as "Shengfeng HK" on page 8.  Please retain
parenthetical references to WFOE and VIE.
6.We note the revisions made in response to prior comment 4.  However, we also note that
pursuant to the Exclusive Technical Consultation and Service Agreements (VIE
Agreements), Fujian Tianyu Shengfeng Logistics Co., Ltd. (WFOE) is engaged to provide
certain technical services to Shengfeng Logistics Group Co., Ltd. and subsidiaries (VIE),
and that WFOE is entitled to a “service fee” equal to 50% of the after-tax income of VIE
and a “floating fee,” which is not to exceed the after-tax income of VIE after deducing the
service fee.  Therefore, it remains unclear (i) how the revenue and receivable from VIE is
reflected in the WFOE column of your condensed consolidating schedules, or (ii) how the
expense and amounts due to WFOE are reflected in the VIE column of your condensed
consolidating schedules for the year ended December 31, 2021.  Please explain or revise
your condensed consolidating schedules as necessary.
7.We further note that the Shengfeng Cayman column reflects "Investment in Subsidiaries
and VIE" and "Income from VIE and its subsidiaries" in the condensed
consolidating schedules (i.e. balance sheet and statement of operations, respectively).
However, we note that Shengfeng Cayman does not have an equity interest in VIE.
Therefore, it is unclear why the Shengfeng Cayman and Shengfeng HK columns do not
reflect their equity investment and their share of equity income from their respective
subsidiaires in the condensed consolidating schedules, respectively, as of and for the year
ended December 31, 2021.  In this regard, we note that Shengfeng Cayman holds a 100%
equity interest in Shengfeng HK and that Shengfeng HK holds a 100% equity interest in
WFOE, and that the VIE Agreements referenced in the prior comment should be given

 FirstName LastNameYongxu Liu
 Comapany NameShengfeng Development Limited
 August 19, 2022 Page 3
 FirstName LastNameYongxu Liu
Shengfeng Development Limited
August 19, 2022
Page 3
appropriate consideration.
8.We note from disclosure on page F-9 that the VIE Agreements were signed on January 7,
2021.  Therefore, it appears that amounts included in the Shengfeng Cayman, Shengfeng
HK and Tianyu (WFOE) columns that pre-date the VIE Agreements (i.e. January 7, 2021)
should be zero or N/A.  Please explain or revise your condensed consolidating schedules
as necessary.  Also, please revise the introductory paragraph beginning on page 14 to
clarify when the VIE Agreements were entered into and why the historical amounts are
reflected in the VIE only column.
Dividend Distributions, Cash Transfer, and Tax Consequences , page 19
9.We note your revisions in response to prior comment 5 and reissue the comment in part.
Please more clearly describe how cash is transferred through your organization.  Also, we
note you disclose that "[s]ubject to certain contractual, legal and regulatory restrictions,
cash and capital contributions may be transferred among [your] Cayman Islands holding
company and [your] subsidiaries, and that "[c]ash transfers from [your] Cayman Islands
holding company are subject to applicable PRC laws and regulations on loans and direct
investment.  You further disclose that "[i]f needed, cash can be transferred between [your]
holding company and subsidiaries through intercompany fund advances, and there are
currently no restrictions on transferring funds between [your] Cayman Islands holding
company and subsidiaries in Hong Kong and mainland China, other than certain
restrictions and limitations imposed by the PRC government.  Please revise to clarify the
legal and regulatory restrictions and limitations that you reference and provide a brief
summary of these restrictions and limitations.  Please also revise to address how these
restrictions and limitations impact your ability to transfer cash or distribute earnings to
U.S. investors and clarify, if true, that no dividends or distributions have been made to
U.S. investors to date.
Risk Factors
Our financial condition, results of operations, and cash flows have been adversely affected by
COVID-19, page 27
10.We note your disclosure here that as of December 31, 2021, the COVID-19 pandemic has
not had material impacts on your operations results.  We also note your disclosure on page
74 that, as of June 30, 2021, (i) all of your employees had returned to work, (ii) your
major operations, including transportation and warehouse storage management, had fully
recovered around China, and (iii) customer demand for your services had fully recovered.
We further note that certain areas of mainland China and Hong Kong were impacted by
COVID-19 lockdowns in earlier 2022.  Please update these disclosures as of a more recent
date.

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Management's Discussion and Analysis of Financial Condition and Results of Operations
General Factors Affecting our Results of Operations, page 73
11.You state on page 88 that “Due to the outbreak of COVID-19, downstream clients faced
disruptions in their supply chain, which resulted in a decline in demand.”  Please include a
discussion addressing whether the supply chain disruptions experienced by your
downstream clients materially affect your outlook or business goals.  Specify whether
these challenges have materially impacted your results of operations or capital resources
and quantify, to the extent possible, how your sales, profits, and/or liquidity have been
impacted.
Results of Operations
Cost of revenues, page 79
12.You state that “In 2022, worldwide inflation has led to a sharp rise in fuel prices, which
will significantly increase the Company's operating costs.”  Please revise to include
relevant disclosure if recent inflationary pressures have materially impacted or are
expected to materially impact your operations.  In this regard, identify the types of
inflationary pressures you are facing and how your business has been affected.  As part of
your disclosure, identify actions planned or taken, if any, to mitigate inflationary
pressures.
Report of Independent Registered Public Accounting Firm
Basis for Opinion, page F-2
13.It appears, with regard to the following statement, "We are a public accounting firm
registered with the Public Company Accounting Oversight Board (“PCAOB”) ...," that the
parenthetical reference to the "(United States)" has been removed.  Please request a
revision from the independent registered public accounting firm, as necessary, to comply
with PCAOB AS 3101.
General
14.We note that you include references to both "PRC" and "mainland China."  Please ensure
that your disclosure does not narrow risks related to operating in the PRC to mainland
China only.  Where appropriate, you may describe PRC law and then explain how Hong
Kong differs from PRC law.  Please clarify that the legal and operational risks associated
with operating in the PRC also apply to your operations in Hong Kong, including those of
Shengfeng HK.

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Yongxu Liu
Shengfeng Development Limited
August 19, 2022
Page 5
             You may contact Jennifer O'Brien, Staff Accountant, at 202-551-3721 or Kimberly
Calder, Assistant Chief Accountant, at 202-551-3701 if you have questions regarding comments
on the financial statements and related matters.  Please contact Irene Barberena-Meissner, Staff
Attorney, at 202-551-6548 or Loan Lauren Nguyen, Legal Branch Chief, at 202-551-3642 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Jingwen (Katherine) Luo, Esq,

United States securities and exchange commission logo
April 4, 2022
Yongxu Liu
Chief Executive Officer, President, Director, and Chairman
Shengfeng Development Limited
Shengfeng Building, No. 478 Fuxin East Road
Jin'an District, Fuzhou City
Fujian Province, People's Republic of China, 350001
Re:Shengfeng Development Limited
Amendment No. 5 to Draft Registration Statement on Form F-1
Submitted January 27, 2022
CIK No. 0001863218
Dear Mr. Liu:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 5 to Draft Registration Statement on Form F-1
Cover Page
1.We note your disclosure that "the terms 'we,' 'us,' 'our Company,' and 'our' refer to
Shengfeng Development Limited, its subsidiaries, and, in the context of describing our
operations and consolidated financial information, our variable interest entity in China,
Shengfeng Logistics, and the VIE’s subsidiaries."  You further state that "neither we nor
our subsidiaries own any equity interests in the VIE and the VIE’s subsidiaries."  Revise
throughout to clearly disclose how you will refer to the holding company, subsidiaries,
and VIE when providing the disclosure throughout the document so that it is clear to
investors which entity the disclosure is referencing and which subsidiaries or entities are

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conducting the business operations.  Disclose clearly the entity (including the domicile) in
which investors are purchasing an interest.
2.Please update your disclosure here and elsewhere to discuss that the Cybersecurity
Review Measures became effective on February 15, 2022.
Prospectus Summary
Corporate Structure, page 8
3.To ensure balanced disclosure in your organizational diagram, please revise the diagram
to identify clearly the entity in which investors are purchasing their interest and the
entities in which the company's operations are conducted.
Consolidation, page 14
4.We note the revisions made to the schedules under this heading in response to comment
6.  Please address the following points with regard to audited periods subsequent to
inception of the VIE Agreements:

•Present major line items, including disaggregated intercompany amounts, such as
separate line items for intercompany receivables and investment in subsidiaries;

•Revise the line items entitled Total Expenses on pages 15 - 18 that depict the Equity
income of subsidiaries and VIEs.  In this regard, the current depiction does not appear
appropriate;

•We note there are no balances or activity reflected in the Shengfeng Holding Limited
and Fujian Tianyu Shengfeng Logistics Co., columns.  However, we also note the
statement on page 15 that "Shengfeng HK and Tianyu do not have any substantial
assets or liabilities or result of operations."  Please tell us how the VIE Agreements
are reflected in the consolidating schedules.  In this regard, this schedule should
disaggregate the parent company, the VIEs and its consolidated subsidiaries, the
WFOEs that are the primary beneficiary of the VIEs, and an aggregation of other
entities that are consolidated.  The objective of this disclosure is to allow an investor
to evaluate the nature of assets held by, and the operations of, entities apart from the
VIE, as well as the nature and amounts associated with intercompany transactions.
Any intercompany amounts should be presented on a gross basis and when necessary,
additional disclosure about such amounts should be included in order to make the
information presented not misleading.
Dividend Distributions, page 19
5.We note you disclose that you intend to keep any future earnings to finance the expansion
of your business, and you do not anticipate that any cash dividends will be paid in the
foreseeable future.  We further note you disclose that, as of the date of this prospectus, no
cash transfer or transfer of other assets have occurred among you, your subsidiaries, and

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the consolidated VIE and VIE’s subsidiaries, and none of your subsidiaries, nor the
consolidated VIE and VIE’s subsidiaries have made any dividends or distributions to you.
Please expand your disclosure to provide a more detailed description of how cash is
transferred through your organization.  Describe any restrictions on foreign exchange and
your ability to transfer cash between entities, across borders, and to U.S. investors.
Describe any restrictions and limitations on your ability to distribute earnings from the
company, including your subsidiaries and/or the consolidated VIEs, to the parent company
and U.S. investors as well as the ability to settle amounts owed under the VIE
agreements.  Also, quantify any dividends or distributions made to U.S. investors, the
source, and their tax consequences or make clear that no such transfers, dividends, or
distributions have been made to date.
Permissions Required from the PRC Authorities for The VIE's Operation and the Company's
Issuance of Securities to Foreign Investors, page 19
6.We note you disclose that you are currently not required to obtain permission from any of
the PRC authorities to operate and issue your Class A Ordinary Shares to foreign
investors, and none of you, your subsidiaries, the VIE nor the VIE’s subsidiaries are
required to obtain permission or approval from the PRC authorities including the CSRC
and CAC for the VIE’s operation, nor have you, your subsidiaries, the VIE nor the VIE’s
subsidiaries received any denial for the VIE’s operations.  We further note you disclose
that if you are required to obtain any approval or permission from any of the PRC
authorities for the VIE’s operation and/or the Company’s issuance of securities to foreign
investors in the future, due to the change of applicable laws, regulations, or
interpretations, you may incur additional costs to procure such approval or permission,
and there is no guarantee that you can successfully obtain such approval or permission,
and any failure to obtain such approval or permission could materially and adversely
affect your business, impede your ability to continue your operations, and impact the
value of a shareholder's investment.  Please also describe the consequences to you and
your investors if you, your subsidiaries, or the VIEs inadvertently conclude that such
permissions or approvals are not required.
Compensation of Directors and Executive Officers, page 134
7.Please update executive compensation disclosure for fiscal year 2021. Please refer to
Form F-1 and Item 6.B of Form 20-F.
Index to Consolidated Financial Statements, page F-1
8.We note your filing includes audited financial statements that are older than 12 months.
Please update your financial statements pursuant to Item 8.A.4 of Form 20-F.
            You may contact Jennifer O'Brien, Staff Accountant, at 202-551-3721 or Kimberly
Calder, Assistant Chief Accountant, at 202-551-3701 if you have questions regarding comments
on the financial statements and related matters.  Please contact Irene Barberena-Meissner, Staff

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Yongxu Liu
Shengfeng Development Limited
April 4, 2022
Page 4
Attorney, at 202-551-6548 or Loan Lauren Nguyen, Legal Branch Chief, at 202-551-3642 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Jingwen (Katherine) Luo, Esq,

United States securities and exchange commission logo
January 4, 2022
Yongxu Liu
Chief Executive Officer, President, Director, and Chairman
Shengfeng Development Limited
Shengfeng Building, No. 478 Fuxin East Road
Jin'an District, Fuzhou City
Fujian Province, People's Republic of China, 350001
Re:Shengfeng Development Limited
Amendment No. 4 to Draft Registration Statement on Form F-1
Submitted December 17, 2021
CIK No. 0001863218
Dear Mr. Liu:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
November 12, 2021 letter.
Amendment No. 4 to Draft Registration Statement on Form F-1
Cover Page
1.We note your disclosure that your Class A Ordinary Shares may be prohibited to trade on
a national exchange under the Holding Foreign Companies Accountable Act if the
PCAOB determines that it cannot inspect or fully investigate your auditors for three
consecutive years beginning in 2021, and that as a result, an exchange may determine to
delist your securities.  Please revise your cover page to disclose this information and that,
if enacted, the Accelerating Holding Foreign Companies Accountable Act would decrease
the number of non-inspection years from three years to two, thus reducing the time period

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Page 2
before your securities may be prohibited from trading or delisted.  In addition, revise here,
and elsewhere when discussing the Holding Foreign Companies Accountable Act or
Accelerating Holding Foreign Companies Accountable Act, to disclose that all trading of
your securities may be prohibited, including "over-the-counter" trading, in such
circumstances.
2.Please disclose here whether your auditor is subject to the determinations announced by
the PCAOB on December 16, 2021 and whether and how the Holding Foreign Companies
Accountable Act and related regulations will affect your company.  Also revise the related
disclosure in your Summary section accordingly.
3.We note your response to prior comment 2 and reissue in part.  You disclose that if you or
"our PRC subsidiary is unable to receive all of the revenue from our operations, we may
be unable to pay dividends on our Class A Ordinary Shares or Class B Ordinary Shares."
Revise to clarify your references to "your operations" when describing your intentions to
distribute earnings or settle amounts owed under the VIE agreements to distinguish
between the holding company and the VIE.
Summary of Risk Factors, page 10
4.We note your revised disclosure in response to prior comment 5.  Please provide cross-
references here in this section to more detailed discussions of the regulatory, liquidity and
enforcement risks related to your corporate structure and being based in China.
Notes to Consolidated Financial Statements
Note 2. Summary of significant accounting policies, page F-10
5.Please revise your disclosure to include a statement that the interim financial statements
include all adjustments that, in the opinion of management, are necessary to a fair
statement of the results for the interim periods presented.  In addition, if all such
adjustments are of a normal recurring nature, a statement to that effect shall be made;
otherwise, there shall be furnished information describing in appropriate detail the nature
and amount of any adjustments other than normal recurring adjustments entering into the
determination of the results shown. Refer to Item 8.A.5 of Form 20-F and Rule 10-
01(b)(8) of Regulation S-X.
Note 19. Condensed financial information of the parent company, page F-37
6.We note your responses to prior comments 9, 10, and 11.  However, we also note that the
consolidated VIEs constitute a material part of your consolidated financial statements.
Therefore, it appears necessary for you to revise your condensed consolidating schedule
that disaggregates the operations and depicts the financial position, cash flows, and results
of operations as of the same dates and for the same periods for which audited consolidated
financial statements are required.  In this regard, the schedule should present major line
items, such as revenue and cost of goods/services, and subtotals and disaggregated
intercompany amounts, such as separate line items for intercompany receivables and

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Page 3
investment in subsidiary.  The schedule should also disaggregate the parent company, the
VIEs and its consolidated subsidiaries, the WFOEs that are the primary beneficiary of the
VIEs, and an aggregation of other entities that are consolidated.  The objective of this
disclosure is to allow an investor to evaluate the nature of assets held by, and the
operations of, entities apart from the VIE, as well as the nature and amounts associated
with intercompany transactions.  Any intercompany amounts should be presented on a
gross basis and when necessary, additional disclosure about such amounts should be
included in order to make the information presented not misleading.
General
7.We refer you to our prior comment.  Please refrain from using terms such as “we” or
“our” when describing activities of subsidiaries.  In this regard, please revise your
disclosure throughout the prospectus to refer to the VIE as "the VIE" rather than "our
VIE."
            You may contact Jennifer O'Brien, Staff Accountant, at 202-551-3721 or Kimberly
Calder, Assistant Chief Accountant, at 202-551-3701 if you have questions regarding comments
on the financial statements and related matters.  Please contact Irene Barberena-Meissner, Staff
Attorney, at 202-551-6548 or Loan Lauren Nguyen, Legal Branch Chief, at 202-551-3642 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Jingwen (Katherine) Luo, Esq,

United States securities and exchange commission logo
November 12, 2021
Yongxu Liu
Chief Executive Officer, President, Director, and Chairman
Shengfeng Development Limited
Shengfeng Building, No. 478 Fuxin East Road
Jin'an District, Fuzhou City
Fujian Province, People's Republic of China, 350001
Re:Shengfeng Development Limited
Amendment No. 3 to Draft Registration Statement on Form F-1
Submitted September 10, 2021
CIK No. 0001863218
Dear Mr. Liu:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
August 20, 2021 letter
Amendment No. 3 to Draft Registration Statement on Form F-1
Cover Page
1.We note your disclosure that the VIE structure is used to replicate foreign investment in
China-based companies.  We note, however, that the structure provides contractual
exposure to foreign investment in such companies rather than replicating an investment.
Please revise throughout accordingly.
2.We note your disclosure that as a holding company with no material operations of
your own, your operations have been conducted in China by subsidiaries and through

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contractual arrangements, which are also known as VIE Agreements, with a variable
interest entity, or “VIE.”  Expand your discussion to provide a description of how cash is
transferred through your organization and disclosure regarding your intentions to
distribute earnings or settle amounts owed under the VIE agreements.  State whether any
transfers, dividends, or distributions have been made to date.  We note your disclosure on
page 15.
3.We note your disclosure on the cover page and throughout your filing that you control and
receive economic benefits of Shengfeng Development Limited's business operations
through VIE agreements and that those agreements are designed to provide your WFOE
with the power, rights, and obligations equivalent in all material respects to those it would
possess as the principal equity holder of the VIE.  We also note the disclosure that you are
the primary beneficiary of the VIE.  However, you or your investors do not have an equity
ownership in, direct foreign investment in, or control through such ownership/investment
of the VIE.  As such, when describing the design of the VIE agreements and related
outcome, please refrain from implying that the VIE agreement is equivalent to an equity
ownership in the business of the VIE.  Any references to control or benefits that accrue to
you because of the VIE should be limited to and clearly describe the conditions you met
for consolidation of the VIE under U.S. GAAP and your disclosure should clarify that, for
accounting purposes, you will be the primary beneficiary.  In addition, your disclosure
should note, if true, that the agreements have not been tested in a court of law.
Prospectus Summary, page 1
4.We note your disclosure on page 15 that you are currently not required to obtain
permission from any of the PRC authorities to operate and issue your Class A Ordinary
Shares to foreign investors, and that none of you, your subsidiaries, your VIE or the VIE’s
subsidiaries are required to obtain permission or approval from the PRC authorities
including the CSRC and CAC for the VIE’s operation, nor have you, your subsidiaries,
your VIE or the VIE’s subsidiaries received any denial for the VIE’s operations.  Please
revise to disclose the consequences to you and your investors if you inadvertently
concluded that such approvals are not required, or applicable laws, regulations, or
interpretations change and you are required to obtain approval in the future.  Also revise
to clarify your disclosure on page 11.
Summary of Risk Factors, page 10
5.We note your revised disclosure in response to prior comment 5.  Please provide cross-
references to more detailed discussions of the regulatory, liquidity and enforcement risks
related to your corporate structure and being based in China.  Please also specifically
address the risk that the Chinese government may exert more control over offerings that
are 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 your ordinary shares.

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Risk Factors
Recent joint statement by the SEC and the Public Company Accounting Oversight Board (United
States), page 32
6.We note from the audit opinion and your risk factor on page 33 that you have a U.S. based
auditor that is registered with the PCAOB and currently subject to PCAOB inspection.
Please disclose any material risks to the company and investors if it is later determined
that the PCAOB is unable to inspect or investigate completely your auditor because of a
position taken by an authority in a foreign jurisdiction.  For example, disclose the risk that
lack of inspection could cause trading in your securities to be prohibited under the
Holding Foreign Companies Accountable Act and as a result an exchange may determine
to delist your securities.
7.Please expand your risk factor disclosure to discuss that the United States Senate passed
the Accelerating Holding Foreign Companies Accountable Act, which, if enacted, would
decrease the number of non-inspection years from three years to two, thus reducing the
time period before your securities may be prohibited from trading or delisted.
Risks Relating to Doing Business in the PRC
Increases in labor costs in the PRC may adversely affect our business and our profitability, page
34
8.We note your response to prior comment 13 that other than the social insurance and
housing fund contributions, you are currently not able to quantify the contribution
amounts that you will need to make for you to be in full compliance with all PRC labor-
related laws and regulations.  Please disclose whether you believe these other contribution
amounts are material.
Notes to Consolidated Financial Statements
Note 19. Condensed financial information of the parent company, page F-36
9.We refer to your response dated August 3, 2021 to our prior comment 6 and your response
dated July 2, 2021 to our prior comment 26.  Please further explain how you considered
presenting condensed financial information that includes line items such as “investments
in subsidiaries and VIEs” and “income from equity method investment” in the parent
company column.  As part of your response, tell us why your parent company financial
statements do not include any amounts for individual financial statement line items such
as cash and restricted cash, shareholders’ equity, and expenses.
10.Your response dated August 3, 2021 to our prior comment 6 states that you did not
capitalize Shengfeng Holding Limited and Fujian Tianyu Shengfeng Logistics Co., Ltd.
Tell us how that statement is consistent with disclosure on page F-7 of your submission
regarding the share capital issued by these entities.
11.In addition to the above, for activity of the VIE reflected in line items such as those titled

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“investments in subsidiaries and VIEs” and “income from equity method investment” in
the parent company’s financial statements, please provide a roll-forward of the investment
in subsidiaries and VIEs line item.
            You may contact Jennifer O'Brien, Staff Accountant, at 202-551-3721 or Kimberly
Calder, Assistant Chief Accountant, at 202-551-3701 if you have questions regarding comments
on the financial statements and related matters.  Please contact Irene Barberena-Meissner, Staff
Attorney, at 202-551-6548 or Loan Lauren Nguyen, Legal Branch Chief, at 202-551-3642 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Jingwen (Katherine) Luo, Esq,

United States securities and exchange commission logo
August 20, 2021
Yongxu Liu
Chief Executive Officer
Shengfeng Development Limited
Shengfeng Building, No. 478 Fuxin East Road
Jin'an District, Fuzhou City
Fujian Province, People's Republic of China, 350001
Re:Shengfeng Development Limited
Amendment No. 2 to Draft Registration Statement on Form F-1
Submitted August 3, 2021
CIK No. 0001863218
Dear Mr. Liu:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 2 to Draft Registration Statement on Form F-1
Cover Page
1.We note your disclosure that you are a Cayman Islands holding company with operations
conducted by your subsidiaries and through contractual arrangements with a variable
interest entity (VIE) and VIE subsidiaries based in China.  Please disclose prominently on
the prospectus cover page that you are not a Chinese operating company and that your
VIE structure involves unique risks to investors.  Explain whether the VIE structure is
used to replicate foreign investment in Chinese-based companies where Chinese law
prohibits direct foreign investment in the operating companies, and disclose that investors
may never directly hold equity interests in the Chinese operating company.  Your

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disclosure should acknowledge that Chinese regulatory authorities could disallow this
structure, which would likely result in a material change in your operations and/or value
of your Class A ordinary shares, 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 structure.
2.Provide prominent disclosure about the legal and operational risks associated with being
based in or having the majority of the company’s operations in China.  Your disclosure
should make clear whether these risks could result in a material change in your operations
and/or the value of your Class A ordinary shares or 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.  Your disclosure should address
how recent statements and regulatory actions by China’s government, such as those
related to the use of variable interest entities and data security or anti-monopoly concerns,
has or may impact the company’s ability to conduct its business, accept foreign
investments, or list on an U.S. or other foreign exchange.  Your prospectus summary
should address, but not necessarily be limited to, the risks highlighted on the prospectus
cover page.
3.We note your defined terms on page ii.  Revise the prospectus cover page to clearly
disclose how you will refer to the holding company, subsidiaries, and VIEs when
providing the disclosure throughout the document so that it is clear to investors which
entity the disclosure is referencing and which subsidiaries or entities are conducting the
business operations.  Refrain from using terms such as “we” or “our” when describing
activities or functions of a VIE.  Disclose clearly the entity (including the domicile) in
which investors are purchasing their interest.
Prospectus Summary, page 1
4.We note your diagram of the company’s VIE corporate structure based in China.
Describe all contracts and arrangements through which you purport to obtain economic
rights and exercise control that results in consolidation of the VIE’s operations and
financial results into your financial statements.  Identify clearly the entity in which
investors are purchasing their interest and the entities in which the company’s operations
are conducted.  Describe the relevant contractual agreements between the entities and how
this type of corporate structure may affect investors and the value of their investment,
including how and why the contractual arrangements may be less effective than direct
ownership and that the company may incur substantial costs to enforce the terms of the
arrangements.  Disclose the uncertainties regarding the status of the rights of the Cayman
Islands holding company with respect to its contractual arrangements with the VIE, its
founders and owners, and the challenges the company may face enforcing these
contractual agreements due to uncertainties under Chinese law and jurisdictional limits.
5.We note the disclosure in your summary of risk factors regarding the risks that your
corporate structure and being based in or having the majority of the company’s operations

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in China poses to investors.  Please revise to describe the significant liquidity risks and
expand your description of the significant regulatory and enforcement risks with cross-
references to the more detailed discussion of these risks in the prospectus.  For example,
specifically discuss risks arising from the legal system in China, including that rules and
regulations in China can change quickly with little advance notice; and the risk that the
Chinese government may intervene or influence your operations at any time, or may exert
more control over offerings conducted overseas and/or foreign investment in China-based
issuers, which could result in a material change in your operations and/or the value of
your Class A ordinary shares.  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.
6.Disclose each permission that you, your subsidiaries or your VIEs are required to obtain
from Chinese authorities to operate and issue these securities to foreign investors.  State
whether you, your subsidiaries, or VIEs are covered by permissions requirements from the
CSRC, CAC or any other entity that is required to approve of the VIE’s operations, and
state affirmatively whether you have received all requisite permissions and whether any
permissions have been denied.
7.Provide a clear description of how cash is transferred through your organization.  Disclose
your intentions to distribute earnings or settle amounts owed under the VIE agreements.
Quantify any cash flows and transfers of other assets by type that have occurred between
the holding company, its subsidiaries, and consolidated VIEs, and direction of transfer.
Quantify any dividends or distributions that a subsidiary or consolidated VIE have made
to the holding company and which entity made such transfer, and their tax consequences.
Similarly quantify dividends or distributions made to U.S. investors, the source, and their
tax consequences.  Describe any restrictions on foreign exchange and your ability to
transfer cash between entities, across borders, and to U.S. investors.  Describe any
restrictions and limitations on your ability to distribute earnings from your businesses,
including subsidiaries and/or consolidated VIEs, to the parent company and U.S. investors
as well as the ability to settle amounts owed under the VIE agreements.
8.We note that the consolidated VIEs constitute a material part of your consolidated
financial statements.  Please provide in tabular form condensed consolidating schedule -
depicting the financial position, cash flows and results of operations for the parent, the
consolidated variable interest entities, and any eliminating adjustments separately - as of
the same dates and for the same periods for which audited consolidated financial
statements are required.  Highlight the financial statement information related to the
variable interest entity and parent, so an investor may evaluate the nature of assets held
by, and the operations of, entities apart from the variable interest entity, which includes
the cash held and transferred among entities.
9.We note your disclosure on page 22 that the Company may be delisted in the future if the

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PCAOB is unable to inspect your accounting firm. Revise your prospectus summary to
disclose that trading in your securities may be prohibited under the Holding Foreign
Companies Accountable Act if the PCAOB determines that it cannot inspect or fully
investigate your auditor, and that as a result an exchange may determine to delist your
securities.  If the PCAOB has been or is currently unable to inspect your auditor, revise
your disclosure to so state.
Risk Factors , page 11
10.Revise your risk factors to acknowledge that if the PRC government determines that the
contractual arrangements constituting part of your VIE structure do not comply with PRC
regulations, or if these regulations change or are interpreted differently in the future, your
shares may decline in value or become worthless if you are unable to assert your
contractual control rights over the assets of your PRC subsidiaries that conduct all or
substantially all of your operations.
11.Given the Chinese government’s significant oversight and discretion over the conduct of
your business, please revise to separately highlight the risk that the Chinese government
may intervene or influence your operations at any time, which could result in a material
change in your operations and/or the value of your ordinary shares.  Also, given recent
statements by the Chinese government indicating an intent to exert more oversight and
control over offerings that are conducted overseas and/or foreign investment in China-
based issuers, acknowledge the risk that any such action could significantly limit or
completely hinder your ability to offer or continue to offer securities to investors and
cause the value of such securities to significantly decline or be worthless.
12.In light of recent events indicating greater oversight by the Cyberspace Administration of
China over data security, particularly for companies seeking to list on a foreign exchange,
please revise your disclosure to explain how this oversight impacts 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.
13.You disclose on page 23 that you are currently not in full compliance with all PRC labor-
related laws and regulations in certain respects.  You further state that you have not made
adequate social insurance and housing fund contributions for all employees as required by
PRC regulations, but you are endeavoring to have sufficient funds to address your social
insurance and housing fund contribution requirements by the end of next year.  If material,
revise to disclose the contribution amounts that you will need to make for you to be in full
compliance with all PRC labor-related laws and regulations.
Dilution, page 41
14.Please explain how you calculated the historical net tangible book value as of December
31, 2020 of $0.62 per ordinary share (both Class A and Class B Ordinary Share).
            You may contact Jennifer O'Brien, Staff Accountant, at 202-551-3721 or Kimberly

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Calder, Assistant Chief Accountant, at 202-551-3701 if you have questions regarding comments
on the financial statements and related matters.  Please contact Irene Barberena-Meissner, Staff
Attorney, at 202-551-6548 or Loan Lauren Nguyen, Legal Branch Chief, at 202-551-3642 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Jingwen (Katherine) Luo, Esq,

United States securities and exchange commission logo
July 19, 2021
Yongxu Liu
Chief Executive Officer
Shengfeng Development Limited
Shengfeng Building, No. 478 Fuxin East Road
Jin'an District, Fuzhou City
Fujian Province, People's Republic of China, 350001
Re:Shengfeng Development Limited
Amendment No. 1 to Draft Registration Statement on Form F-1
Submitted July 2, 2021
CIK No. 0001863218
Dear Mr. Liu:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
June 16, 2021 letter
Amendment No. 1 to Draft Registration Statement on Form F-1
Prospectus Cover Page, page i
1.Please describe the reference to "non-accountable expense allowance" you will pay to the
underwriter here.
Risks Related to Our Business and Our Industry
We use third-party services in connection with our business, and any disruption to these services
could result in a disruption to our busine, page 13
2.We note your response to prior comment 2.  If you are also substantially dependent on

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any agreement with Anhui Luge Transportation Co., Ltd., who contributed approximately
12.4% of total purchase of the Company for the year ended December 31, 2020, please
describe the material terms of the agreement and file the agreement as an exhibit.  If you
believe you are not substantially dependent on this agreement, please provide us an
analysis to explain your basis.  Refer to Item 8(a) of Form F-1 and Item 601(b)(10) of
Regulation S-K.
Risks Relating to Doing Business in the PRC
Increases in labor costs in the PRC may adversely affect our business and our profitability. , page
20
3.We note your response to prior comment 4.  You state that due to the constant evolution
of labor-related laws and regulations, you cannot assure that your current employment
practices will not violate any "future" labor-related laws and regulations in China.  Please
tell us whether you are currently in compliance with these laws and regulations.  As
appropriate, please update your disclosure accordingly.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Critical Accounting Policies and Estimates, page 49
4.We note the revisions to the critical accounting policies discussion that were made in
response to prior comment 10.  However, it does not appear that your discussion provides
disclosure necessary to understand what estimate is subject to uncertainty and the impact
the critical accounting estimate has had or is reasonably likely to have on your financial
condition or results of operations to the extent the information is material and reasonably
available.  In this regard, consider providing quantitative, as well as qualitative,
information necessary to understand the estimation uncertainty and the impact the
estimate has had or is reasonably likely to have on the company's financial condition or
results of operations to the extent the information is material and reasonably available.
Refer to Item 5.E of Form 20-F.
Leases, page 50
5.In addition to the above, it does not appear that revisions to the Leases section is
complete.  In this regard, this section refers only to 1) short-term lease costs that are
identified as immaterial and 2) the incremental borrowing rate.  However, there is no
discussion of the estimates and/or judgments surrounding your accounting for right-of-use
assets and lease liabilities.  Please review and revise this section as necessary.
Notes to Consolidated Financial Statements
Note 19. Condensed financial information of the parent company, page F-36
6.We note from your response to prior comment 26 that the information presented in this
note does not include any investment in subsidiary because the Parent Company does not
directly hold any equity interests of the VIE.  Please cite the authoritative literature you

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are relying upon to support your position that the Parent Company should not reflect its
investments, through indirect ownership and contractual arrangements, in the underlying
net assets of its subsidiaries.
            You may contact Jennifer O'Brien, Staff Accountant, at 202-551-3721 or Kimberly
Calder, Assistant Chief Accountant, at 202-551-3701 if you have questions regarding comments
on the financial statements and related matters.  Please contact Irene Barberena-Meissner, Staff
Attorney, at 202-551-6548 or Loan Lauren Nguyen, Legal Branch Chief, at 202-551-3642 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Jingwen (Katherine) Luo, Esq,

United States securities and exchange commission logo
June 16, 2021
Yongxu Liu
Chief Executive Officer
Shengfeng Development Limited
Shengfeng Building, No. 478 Fuxin East Road
Jin'an District, Fuzhou City
Fujian Province, People's Republic of China, 350001
Re:Shengfeng Development Limited
Draft Registration Statement on Form F-1
Submitted May 20, 2021
CIK No. 0001863218
Dear Mr. Liu:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form F-1
Prospectus Cover Page, page 1
1.Please clarify whether the “additional items of value” you will be paying to the
underwriters in connection with this offering solely refer to the representative's warrants.

Risks Related to Our Business and Our Industry
We use third-party services in connection with our business, and any disruption to these services
could result in a disruption to our busine, page 14
2.You disclose that for the year ended December 31, 2020, Hubei Luge Logistics Co., Ltd.

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and Anhui Luge Transportation Co., Ltd. contributed approximately 19.8% and 12.4% of
total purchase of the Company, respectively.  You further disclose that the failure of these
parties to perform in compliance with your agreements may negatively impact your
business.  To the extent you are substantially dependent on any agreements with these
customers, please describe the material terms of such agreements and file the agreements
as exhibits.  If you believe you are not substantially dependent on the agreements, please
explain why.  Refer to Item 8(a) of Form F-1 and Item 601(b)(10) of Regulation S-K.
Risks Relating to Our Corporate Structure, page 16
3.We note that Shengfeng Logistics holds fifty-one percent ownership in two of
its significant subsidiaries.  Please add risk factor disclosure for any related risks that are
material.  For example, discuss any material risks related to rights of the minority
shareholders.
4.We note your disclosure that pursuant to the PRC Labor Contract Law, that became
effective in January 2008 and its amendments that became effective in July 2013,
employers are subject to stricter requirements in terms of signing labor contracts,
minimum wages, paying remuneration, determining the term of employees’ probation, and
unilaterally terminating labor contracts.  However, you further state that the interpretation
and implementation of labor-related laws and regulations are still evolving and you cannot
assure that your employment practice does not and will not violate labor-related laws and
regulations in China, which may subject you to labor disputes or government
investigations. Given the passage of time since the adoption of the amendments to the
Labor Contract Law, please explain your disclosure and clarify whether you are in
compliance.
Our VIE Arrangements with Shengfeng Logistics and the Shengfeng Logistics Shareholders may
not be effective in providing control, page 17
5.Please revise to disclose the percentage ownership of Shenfeng Logistics held by each of
the Company through its wholly owned subsidiary, Fujian Yunlian Shengfeng Industry
Co., Ltd., and the other Shengfeng Logistics Shareholders, collectively.  We note your
related disclosure on page 3.
Use of Proceeds, page 37
6.We note your disclosure that you plan to use 50% of your net proceeds to fund working
capital and for other general corporate purposes.  As this is a significant portion of the
proceeds and you do not disclose any specific plans for these proceeds, please disclose the
principal reasons for the offering.  Refer to Item 4.a. of Form F-1 and Item 3.C of Form
20-F.
7.Please revise to describe all material commitments for capital expenditures, including the
general purpose of such commitments and the anticipated sources of funds needed to
fulfill such commitments.  Refer to Item 4.a of Form F-1 and Items 5.B.3 and 5.D. of

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Form 20-F.   In this regard, we note your disclosure of several planned expenditures in
your Use of Proceeds section on page 37.
8.We note the disclosure that you are permitted under PRC laws and regulations to utilize
the proceeds from this offering to fund your PRC subsidiary by making loans to or
additional capital contributions, and to fund Shengfeng Logistics only through loans,
subject to applicable government registration and approval requirements.  Disclose the
dollar amount of net proceeds that would be immediately available to be loaned to your
VIEs.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Impact of COVID-19 on our Operations and Financial Performance, page 49
9.Please expand MD&A to better explain the particular impact of COVID-19 on your
financial condition and operations. In addition, clarify your expectations for the future
impact of COVID-19 and response to evolving events and how you are planning for
COVID-19-related uncertainties. Refer to CF Disclosure Guidance Topics 9 and Topic
9A.
Critical Accounting Policies and Estimates, page 50
10.Revise your disclosure of critical accounting estimates so that that it supplements, not
duplicates, the description of accounting policies in the notes to the financial statements.
Refer to Item 5.E of Form 20-F.
11.It appears that you have identified risks and uncertainties related to the consolidation of
variable interest entities in Note 16 that are not addressed in your critical accounting
policies and estimates. Tell us why you do not consider the principles of consolidation to
be an area where critical accounting estimates should be disclosed in accordance with
Item 5.E of Form 20-F.
Results of Operations, page 53
12.Revise the discussion and analysis of operating results to better explain and quantify the
causal factors that generated income statement variances between periods for which
financial statements are presented. Your revised disclosure should address the full amount
of the change between periods for each of your financial statement line items. Refer to
Item 5.A and Item 5.A.1 of Form 20-F.
Cost of revenue, page 54
13.We note from your disclosure that your Cost of revenues line item includes cost of
transportation services, including “cooperation cost.” Please clarify the nature of this type
of cost. In addition, clarify that this line item includes the direct cost of transportation paid
to third-party carriers. In this regard, it appears from the disclosure on page F-35 that there
were two carriers that accounted for at least 19.8% and 12.4% of your cost of revenue.

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Liquidity and Capital Resources, page 55
14.We note from your disclosure that you are permitted under the People's Republic of China
("PRC") laws and regulations to provide funding to your PRC subsidiaries in China
through capital contributions or loans, subject to the approval of government authorities
and limits on the amount of capital contributions and loans. Please expand the discussion
here to also disclose the restrictions on foreign exchange and your ability to transfer cash
between entities, across borders, and to U.S. investors.
Cash flows and working capital, page 55
15.Please include a discussion of the underlying reasons for the changes in cash flows
provided by or used in operating activities. Refer to Item 5.B of Form 20-F and Section
IV.B.1 of SEC Release No. 33-8350.
Capital Expenditures, page 56
16.You indicate that you intend to fund future capital expenditures with existing cash and
proceeds from this offering. To the extent you have any material commitments for capital
expenditures, please disclose them pursuant to Item 5.B.3 of Form 20-F.
Industry, page 59
17.We note that you have included numerous CAGR projections in this section derived from
Frost & Sullivan’s industry report titled “Independent Market Study on China’s Road
Logistics and Contract Logistics Markets."  Please revise your disclosure to describe the
assumptions underlying these estimates and to include balancing language to emphasize
the prospective nature of these growth rates.
Business, page 66
18.You disclose here and elsewhere in the filing that you own and operate your fleets.
However, you disclose on page 78 that you utilize a fleet of self-owned and outsourced
vehicles to form both your line-haul transportation network for long-distance, high-
capacity transportation, and your short-haul transportation network for short-distance,
low-capacity pickup and delivery, and that you outsource approximately 70% of
your freight transportation services to independent third-party transportation providers for
additional capacity.  Please revise to address this apparent discrepancy or explain.
Management
Employment Agreements and Indemnification Agreements, page 101
19.We note your disclosure that you will enter into employment agreements with each of
your executive officers and that you intend to file a form of this agreement as Exhibit 10.1
to your registration statement.  Please file the employment contracts required by Item
601(b)(10) of Regulation S-K, as contemplated by Item 8.a. of Form F-1, rather than a

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"form of" employment agreement.  In the alternative, please tell us if these agreements are
not required to be publicly filed in your home country, are not otherwise publicly
disclosed, and therefore are not filed based on Item 601(b)(10)(iii)(C)(5) of Regulation S-
K.
Index to Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm, page F-2
20.Please request that the auditor revise the first paragraph under Basis for Opinion to make
reference to Public Company Accounting Oversight Board (United States)
("PCAOB"). Refer to paragraph .09(g) and Appendix B of AS 3101.
Consolidated Statements of Income and Comprehensive Income, page F-4
21.Revise your description of the Costs of revenues line item to disclose that it is exclusive of
depreciation shown separately below. Refer to SAB Topic 11:B. Note that while the
guidance in SAB Topic 11:B provides an accommodation for presenting depreciation and
amortization that is attributable to Cost of revenues separately from other amounts
comprising the Cost of revenues, this does not extend to measures of gross profit. Please
revise your presentation as necessary to show the portion of depreciation and amortization
that is attributable to cost of revenues within your measure of gross profit.
Notes to Consolidated Financial Statements
Note 1. Organization and Nature of Operations, page F-7
22.We note that on December 18, 2020, you completed a reorganization of entities under
common control of your “then existing shareholders, who collectively owned all of the
entity interests of the Company prior to the reorganization.” Please tell us the basis for
your conclusion that the entities were under common control for all reported periods.
Specifically, identify the significant shareholders and their percentage ownership in the
various entities prior to the reorganization.
23.It appears there is a more fulsome discussion of the terms of the Contractual Agreements
beginning on page 45. Please include a cross-reference to that disclosure in Note 1.
Revenue recognition
Principal and Agent Considerations, page F-16
24.You disclose that “the Company sometimes utilizes independent contractors and third-
party carriers in the performances of some transportation services.” However, we note
from disclosure on page 78 of the submission that you outsource approximately 70% of
your freight transportation services to independent third-party transportation providers. As
such, clarify your use of the word “sometimes” within this footnote. Additionally, provide
us with your analysis regarding how you determined gross reporting for your
transportation services revenue was appropriate pursuant to FASB ASC 606-10-25-25 and
FASB ASC 606-10-55-36 through 40. Specifically address how you considered the

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definition of control and how you are directing the independent contractors and third-party
carriers.
Disaggregated information of revenues by services, page F-17
25.We note the disclosure of your revenues on a disaggregated basis is the same as that
presented on the face of your Consolidated Statements of Income and Comprehensive
Income. Please tell us your consideration of providing disaggregated revenue by another
category, such as mode of transportation. For example, we note disclosure on page 70
indicating that you offer both full truckload (“FTL”) and less than truckload (“LTL”)
freight transportation services. Refer to FASB ASC 606-10-50-5 and 55-89 through 55-
91.
Note 19. Condensed financial information of the parent company, page F-36
26.We note you have presented your investment in subsidiary at cost plus equity in
undistributed earnings of subsidiaries. This does not appear to reflect the net carrying
amount attributable to the parent, which should equal the amount reported in the balance
sheet as the parent company’s investment in the underlying net assets of the subsidiary.
Tell us your basis for this presentation.
Exhibits
27.Please file your short-term loan facility agreement with Bank of China Fuzhou Jin’an
Branch and related guarantee as exhibits or tell us why you believe they are not required
to be filed.  Refer to Item 8.a. of Form F-1 and Item 601(b)(10) of Regulation S-K.  In this
regard, we note your disclosure that as of December 31, 2020, the current ratio did not
meet the financial covenant of this loan agreement. Please also describe any attendant
risks with your ability to meet your financial covenants.
General
28.Please supplementally provide us with copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your
behalf, present to potential investors in reliance on Section 5(d) of the Securities Act,
whether or not they retain copies of the communications.

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            You may contact Jennifer O'Brien, Staff Accountant, at 202-551-3721 or Kimberly
Calder, Assistant Chief Accountant, at 202-551-3701 if you have questions regarding comments
on the financial statements and related matters.  Please contact Irene Barberena-Meissner, Staff
Attorney, at 202-551-6548 or Loan Lauren Nguyen, Legal Branch Chief, at 202-551-3642 with
any other questions.
Sincerely,
Divi