SecProbe.io

CORRESP
 1
 filename1.htm

 December
30, 2025

 VIA
EDGAR

 Division
of Corporation Finance

 Office
of Technology

 Securities
and Exchange Commission

 100
F Street, N.E.

 Washington,
D.C. 20549

 U.S.A.

 Re:
 STAK
 Inc. (CIK: 0002002453)
 Registration Statement on Form F-1 (File No. 333-291542)

 Dear
Sir or Madam:

 In
accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, STAK Inc. (the " Company ")
hereby requests that the effectiveness of the above-referenced Registration Statement on Form F-1, as amended (the " Registration
Statement ") be accelerated to and that the Registration Statement become effective at 4:00 p.m., Eastern Time, on January
2, 2026, or as soon thereafter as practicable.

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

 The
Company hereby acknowledges the following:

 ●
 should
 the Commission or the staff of the Commission (the " Staff "), acting pursuant to delegated authority, declare the
 filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

 ●
 the
 action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve
 the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

 ●
 the
 Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission
 or any person under the federal securities laws of the United States.

 Please
direct any questions regarding the foregoing to Steve Lin at steve.lin@hankunlaw.com, +8610 8524 5826 (work) or +86 186 1049 5593 (cell)
of Han Kun Law Offices LLP, U.S. counsel to the Company.

 [ Signature
page follows ]

 Very
 truly yours,

 STAK
 Inc.

 By:
 /s/
 Chuanbo Jiang

 Name:
 Chuanbo
 Jiang

 Title:
 Chief
 Executive Officer and Director

CORRESP
1
filename1.htm

STAK
INC.

Building
11, 8th Floor, No. 6 Beitanghe East Road,

Tianning
District, Changzhou, Jiangsu,

People’s
Republic of China, 213000

February
24, 2025

VIA
EDGAR & TELECOPY

Attn: Lauren Pierce

Division of Corporation Finance

Office
of Technology

U.S. Securities & Exchange Commission

100
F Street, NE

Washington,
D.C. 20549

    RE:
    STAK
    INC. (the “Company”)

    Registration
    Statement on Form F-1

    (File
    No. 333-283258) (the “Registration Statement”)

Dear
Ms. Pierce:

The
Company hereby requests, pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, acceleration of effectiveness
of the Registration Statement so that such Registration Statement will become effective as of 5:00 p.m. on February 25, 2025, or as soon
thereafter as practicable.

The
Company hereby acknowledges that:

    ●
    Should
    the Securities and Exchange Commission (the “Commission”) or the Staff, acting pursuant to delegated authority, declare
    the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration
    Statement;

    ●
    The
    action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the Registration Statement effective,
    does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement;
    and

    ●
    The
    Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission
    or any person under the federal securities laws of the United States.

If
there is any change in the acceleration request set forth above, the Company will promptly notify you of the change, in which case the
Company may be making an oral request of acceleration of the effectiveness of the Registration Statements in accordance with Rule 461
of Regulation C. Such request may be made by an executive officer of the Company or by any attorney from the Company’s U.S. counsel,
Loeb & Loeb LLP.

[Signature
page follows]

    Very
    truly yours,

    STAK
    INC.

    By:
    /s/
    Chuanbo Jiang

    Name:
    Chuanbo Jiang

    Title:
     Chief Executive Officer

    2

CORRESP
1
filename1.htm

February
24, 2025

VIA
EDGAR

United
States Securities and Exchange Commission

100
F. Street, NE

Washington,
DC 20549

    Attn:
    Lauren
    Pierce

    Jan
    Woo

  Re:
    STAK Inc.

    Registration Statement on Form F-1, as amended

    File No. 333-283258

Ladies
and Gentlemen:

As
representative of the several underwriters of the proposed offering of ordinary shares of STAK Inc. (the “Company”),
we hereby join the Company’s request for acceleration of the above-referenced Registration Statement, requesting effectiveness
at 5:00 p.m., Eastern Time, on Tuesday, February 25, 2025, or as soon thereafter as possible.

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

[Signature
Page Follows]

  Sincerely,

  Kingswood Capital Partners, LLC

  By:
  /s/ Brian Herman

  Name:
  Brian Herman

  Title:
  Senior Managing Director

[Signature
Page to Acceleration Request]

United States securities and exchange commission logo
June 6, 2024
Chuanbo Jiang
Chief Executive Officer
STAK Inc.
Building 11, 8th Floor, No. 6 Beitanghe East Road,
Tianning District, Changzhou, Jiangsu,
People’s Republic of China, 213000
Re:STAK Inc.
Amendment No. 3 to Draft Registration Statement on Form F-1
Submitted May 24, 2024
CIK No. 0002002453
Dear Chuanbo Jiang:
            We have reviewed your amended draft registration statement and have the following
comments.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. If you do not believe a comment applies to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, any references to prior comments are to comments in our
April 9, 2024 letter.
Amendment No. 3 to Draft Registration Statement on Form F-1
Cash Flows
Six Months Ended December 31, 2023 and 2022
Operating Activities, page 49
1.Expand your disclosure to explain why your accounts receivable increased significantly in
the six months ended December 31, 2023 in relation to your revenues during this period.
Refer to Item 303(b)(1)(i) of Regulation S-K.

 FirstName LastNameChuanbo Jiang
 Comapany NameSTAK Inc.
 June 6, 2024 Page 2
 FirstName LastName
Chuanbo Jiang
STAK Inc.
June 6, 2024
Page 2
Business, page 57
2.Your disclosure on page 44 identifies your strategic shift to allocate more resources
towards research and development efforts for your new specialized oilfield equipment
products as the factor in your decrease in revenue. Expand your business disclosure to
discuss this strategic shift.
Related Party Transactions
Share Issuances in May 2023, page 88
3.Your disclosure herein indicates that these shares were issued in May 2023. However,
your disclosure in Note 17 on page F-26 appears to indicate that these shares were issued
in May 2024. Please advise or revise accordingly. In addition, your disclosures on page F-
26 state that the issuance of these ordinary shares were on the same date (May 20, 2024)
that you effected a one thousand-for-one subdivision of shares to shareholders. Please tell
us why it appears that you issued and presented the issuance of these shares on a pre-split
basis.
            Please contact Ryan Rohn at 202-551-3739 or Stephen Krikorian at 202-551-3488 if you
have questions regarding comments on the financial statements and related matters. Please
contact Lauren Pierce at 202-551-3887 or Jan Woo at 202-551-3453 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Lawrence S. Venick, Esq.

United States securities and exchange commission logo
April 9, 2024
Chuanbo Jiang
Chief Executive Officer
STAK Inc.
Building 11, 8th Floor, No. 6 Beitanghe East Road,
Tianning District, Changzhou, Jiangsu,
People’s Republic of China, 213000
Re:STAK Inc.
Amendment No. 2 to Draft Registration Statement on Form F-1
Submitted March 29, 2024
CIK No. 0002002453
Dear Chuanbo Jiang:
            We have reviewed your amended registration statement and have the following comment.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our March 21, 2024 letter.
Amendment No. 2 to Draft Registration Statement on Form F-1
Note 2 - Summary of Significant Accounting Policies
(m) Revenue recognition, page F-10
1.We note that in response to prior comment 4 you have confirmed that you do not make
any consideration payable to the end-users. We also note in your response that you have
concluded that the dealers are your customers. Please clarify if you make any
consideration payable, such as sales incentives, to your customers, the dealers. Refer to
ASC 606-10-32-25.
            Please contact Ryan Rohn at 202-551-3739 or Stephen Krikorian at 202-551-3488 if you
have questions regarding comments on the financial statements and related matters. Please
contact Lauren Pierce at 202-551-3887 or Jan Woo at 202-551-3453 with any other questions.

 FirstName LastNameChuanbo Jiang
 Comapany NameSTAK Inc.
 April 9, 2024 Page 2
 FirstName LastName
Chuanbo Jiang
STAK Inc.
April 9, 2024
Page 2
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Lawrence S. Venick, Esq.

United States securities and exchange commission logo
March 21, 2024
Chuanbo Jiang
Chief Executive Officer
STAK Inc.
Building 11, 8th Floor, No. 6 Beitanghe East Road,
Tianning District, Changzhou, Jiangsu,
People’s Republic of China, 213000
Re:STAK Inc.
Amendment No. 1 to Draft Registration Statement on Form F-1
Submitted March 12, 2024
CIK No. 0002002453
Dear Chuanbo Jiang:
            We have reviewed your amended draft registration statement and have the following
comments.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. If you do not believe a comment applies to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, any references to prior comments are to comments in our
February 16, 2024 letter.
Draft Registration Statement Amendment No. 1 on Form F-1
Prospectus Summary, page 1
1.In response to prior comment 7, you added a risk factor that the Chinese government may
intervene or influence your operations at any time. Please highlight this in the prospectus
summary.

 FirstName LastNameChuanbo Jiang
 Comapany NameSTAK Inc.
 March 21, 2024 Page 2
 FirstName LastName
Chuanbo Jiang
STAK Inc.
March 21, 2024
Page 2
Business
Our Supply Chain, page 64
2.Please refer to prior comment 11 and discuss the material terms of the framework
cooperation agreements that you have with your two manufacturers, including the term of
the agreement. We note that both agreements terminate on December 31, 2025.
Note 2 - Summary of Significant Accounting Policies , page F-8
3.We note your response to prior comment 13. Your response indicates that you provide "a
manufacturer's standard warranty" to your customers on all products sold. Disclose what
is covered under this "manufacturer's standard warranty". Refer to ASC 606-10-55-30
through 55-35. Please revise to disclose your policy for accounting for product warranties
in accordance with ASC 460-10. Refer to ASC 460-10-50-8(b) and 50-8(c).
(m) Revenue recognition , page F-10
4.We note your expanded disclosure on page 65 in response to our prior comment 14.
Please expand your revenue recognition disclosure to clarify who you have concluded is
your customer in the sales of specialized oilfield vehicles and specialized oilfield
equipment. Refer to ASC 606-10-20. In this regard, we note your disclosure on page 65,
that, "We sell our products to customers, who then resell our products to end-users."
Further, we note in your risk factor disclosure on page 19, that you promote and attract
new customers through methods that include, "utilizing a dedicated network of specialized
vehicle dealers." Given these disclosures, it is unclear whether you have concluded the
dealers or the end-users are your customers. Please advise and disclose accordingly. Tell
us the nature of the two businesses that you have disclosed on page 19 that were your
largest customers in the fiscal years ended June 30, 2023 and 2022, respectively. If you
have concluded the dealer is your customer, tell us how you have considered the guidance
in ASC 606-10-32-25. If applicable, disclose your accounting for consideration payable to
a customer.
5.We have reviewed your response to the third bullet point of prior comment 14 related to
your service income from automation solutions. We continue to note that you recognized
the related revenue of the developed software or function at a point in time upon the
customers' acceptance of the developed software or function. Please confirm and clarify
your disclosures that the multiple promises that you identify, that include software
development, training, debugging, maintenance, and other services occur prior to to the
customers' acceptance of the developed software or function. Refer to ASC 606-10-25-14
and 19. For example, please explain the nature and delivery timing for the software and
equipment maintenance. Lastly, please tell us your consideration of whether the multiple
promises in the contract represent the combined outputs (i.e., developed
software) specified by the customer. Refer to ASC 606-10-25-21(a).

 FirstName LastNameChuanbo Jiang
 Comapany NameSTAK Inc.
 March 21, 2024 Page 3
 FirstName LastName
Chuanbo Jiang
STAK Inc.
March 21, 2024
Page 3
            Please contact Ryan Rohn at 202-551-3739 or Stephen Krikorian at 202-551-3488 if you
have questions regarding comments on the financial statements and related matters. Please
contact Lauren Pierce at 202-551-3887 or Jan Woo at 202-551-3453 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Lawrence S. Venick, Esq.

United States securities and exchange commission logo
February 16, 2024
Chuanbo Jiang
Chief Executive Officer
STAK Inc.
Building 11, 8th Floor, No. 6 Beitanghe East Road,
Tianning District, Changzhou, Jiangsu,
People’s Republic of China, 213000
Re:STAK Inc.
Draft Registration Statement on Form F-1
Submitted January 18, 2024
CIK No. 0002002453
Dear Chuanbo Jiang:
            We have reviewed your draft registration statement and have the following comments.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. If you do not believe a comment applies to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional comments.
Draft Registration Statement on Form F-1
Cover page
1.We note that you expect more than 50% of your voting power to be held by an individual,
a group or another company and your Chief Executive Officer currently beneficially holds
77% of your common stock.  Please disclose whether you intend to be a “controlled
company” as defined under the Nasdaq listing rules and, if so, whether you intend to rely
on the exemptions as a controlled company.  If applicable, please include risk factor
disclosure that discusses the effect, risks and uncertainties of being designated a controlled
company, including but not limited to, the result that you may elect not to comply with
certain corporate governance requirements.
2.Please disclose whether any transfers, dividends, or distributions have been made to
investors to date, and quantify the amount if applicable.

 FirstName LastNameChuanbo Jiang
 Comapany NameSTAK Inc.
 February 16, 2024 Page 2
 FirstName LastName
Chuanbo Jiang
STAK Inc.
February 16, 2024
Page 2
Conventions Which Apply to this Prospectus, page 2
3.We note your definition of "China" and the "PRC" appears to exclude Taiwan, Hong
Kong and Macau. Please clarify that the legal and operational risks associated with
operating in China also apply to operations in Hong Kong. This disclosure may appear in
the definition itself or in an appropriate discussion of legal and operational risks.
Market and Industry Data, page 4
4.Please disclose whether the industry report issued by Beijing Bo Yan Zhishang
Information Advise Co., Ltd. was commissioned by the company in connection with this
offering or registration statement.
Our Products
Oilfield-Specialized Vehicles, page 7
5.We note your disclosures on pages 6 and 55 that you do not hold a special vehicle
production permission to produce special vehicles. Clarify your disclosure if the entire
vehicle production is outsourced or if you supply oilfield components to the outsourced
manufacturer. Further disclose if you take ownership of these vehicles prior to being
shipped to customers as well as if these vehicles are branded as your company.
Prospectus Summary
Corporate History and Structure, page 8
6.Please revise your disclosure to provide a complete description of your corporate history.
Risk Factors
Risks Related to Doing Business in China, page 24
7.Please disclose 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 securities.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Components of Results of Operations
Revenues, page 44
8.Please clarify your statement that sales of specialized oilfield vehicles increased as you,
“expanded [y]our business to the manufacturing and sales of specialized oilfield vehicles
in August 2022.” In this regard, we note your disclosures on pages 31 and 62 that you
outsource specialized vehicle production. In addition, further clarify your statement under
Cost of revenues, “that more staff were hired for production of specialized oilfield
vehicles” in light of your outsourcing of oilfield vehicle production.

 FirstName LastNameChuanbo Jiang
 Comapany NameSTAK Inc.
 February 16, 2024 Page 3
 FirstName LastName
Chuanbo Jiang
STAK Inc.
February 16, 2024
Page 3
Business
Overview, page 53
9.Please explain the form of support your initial public offering plan has received from your
local government. Please also clarify what you mean by "various favorable conditions" for
your initial public offering. In addition, please describe the terms of the Investment
Promotion and Protection Agreement that you entered into with the Changzhou Tianning
Economic Development Zone.
Our Products and Solutions, page 56
10.Please revise your disclosure to explain the "seven categories" you had as of June 30,
2023 and to discuss the stage of development or production the vehicle models and
oilfield-specialized production and maintenance equipment are in.
Our Supply Chain, page 62
11.Please disclose whether you have agreements with the manufacturers holding specialized
vehicle production qualifications with whom you have partnered. If you do have such
agreements, discuss the material terms of those agreements. Also, file them as exhibits or
tell us why they are not required to be filed. Refer to Item 601(b)(10)(ii)(B) of Regulation
S-K.
Related Party Transactions, page 83
12.Please provide context for the shareholder contributions disclosed in this section. For
example, disclose whether the amounts in the table were given to you and whether any
consideration was exchanged for the contribution.
Notes to Consolidated Financial Statements
Note 2 - Summary of Significant Accounting Policies , page F-8
13.Please clarify if you provide warranties related to your products. In addition, we note your
disclosures on pages 31 and 62 that you outsource specialized vehicle production. Explain
if there is a warranty on these vehicles and who provides this warranty. Refer to ASC 460-
10-50-8(b) and 50-8(c).
(m) Revenue recognition, page F-10
14.Please address the following items:

•For each of your product lines, identify who you have determined to be your
customer. Refer to ASC 606-10-20.
•Your disclosure states that revenue is recognized at a point in time upon the
customer’s acceptance of products. Expand your disclosure to explain when this
occurs.

 FirstName LastNameChuanbo Jiang
 Comapany NameSTAK Inc.
 February 16, 2024 Page 4
 FirstName LastName
Chuanbo Jiang
STAK Inc.
February 16, 2024
Page 4
•We note your disclosure for service income from automation solutions includes
software development, training, debugging, maintenance, and other services. Please
explain in sufficient detail how you concluded that each of these services are not
distinct as noted in your disclosure. Refer to ASC 606-10-25-14 and 19.
15.We note your disclosure that "[you] outsource specialized vehicle production"(your page
62) and that the "vehicle chassis used in oilfield vehicles and equipment is designed by the
Company and produced by qualified special vehicle manufacturers". Please explain how
you concluded that you bear inventory risk for the sale of vehicles. Disclose if you receive
these vehicles from the manufacturers or if these vehicles are shipped directly from the
manufacturers to your customers. In addition, please explain the nature and reasons for the
inventory item labeled as "Goods in transit" as disclosed within Footnote 5 - Inventories.
16.We note your statement that  "Company would control the source code and script and
would not have the enforceable right to the payment until the delivery of the service".
Describe whether the customer has termination rights.  That is, please clarify whether a
right to payment upon termination is specified in the contract with the customer. If no
such payment is due, consider disclosing that each party has the unilateral right to
terminate the contract at any time without any compensation to the other party for such
termination, if true. Refer to ASC 606-10-25-4.
Note 3 Discontinued Operations, page F-14
17.We note that you recognized a gain of $299,698 was recorded as the result of the disposal
and classified this gain in income from continuing operations. Since the gain is a result of
discontinued operations please consider whether this gain should be classified with
the loss from discontinued operations section of the Consolidated Statements of Income
and Comprehensive Income. Refer to ASC 205-20-45-3 and 45-3A.
General
18.We note your disclosure that you relied upon advice from your PRC counsel, DeHeng
Law Offices (Shenzhen). Please file a consent from your PRC counsel as an exhibit.
19.Please provide us with supplemental 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,
have presented or expect to present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or not you retained, or intend to retain, copies of those
communications.

 FirstName LastNameChuanbo Jiang
 Comapany NameSTAK Inc.
 February 16, 2024 Page 5
 FirstName LastName
Chuanbo Jiang
STAK Inc.
February 16, 2024
Page 5
            Please contact Ryan Rohn at 202-551-3739 or Stephen Krikorian at 202-551-3488 if you
have questions regarding comments on the financial statements and related matters. Please
contact Lauren Pierce at 202-551-3887 or Jan Woo at 202-551-3453 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Lawrence S. Venick, Esq.