SecProbe.io

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 Planet Image International Limited

 July 2, 2025

 Via EDGAR

 Division of Corporation Finance

 Office of Manufacturing

 U.S. Securities and Exchange Commission

 100 F Street, NE

 Washington, D.C., 20549

 Attention:
 Erin M. Purnell

 Kristin Baldwin

 Re:
 Planet Image International Limited

 Registration Statement on Form F-3

 Filed on June 3, 2025

 File No. 333-287740

 Dear Ms. Purnell and Ms. Baldwin:

 In accordance with Rule 461
of the General Rules and Regulations under the Securities Act of 1933, as amended, Planet Image International Limited hereby requests
that the effectiveness of the above-referenced Registration Statement on Form F-3 be accelerated to and that the Registration Statement
become effective at 4:30 p.m., Eastern Time, on July 3, 2025, or as soon thereafter as practicable.

 Very truly yours,

 Planet Image International Limited

 By:
 /s/ Shaofang Weng

 Name:
 Shaofang Weng

 Title:
 Chief Executive Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 June 9, 2025

Shaofang Weng
Chief Executive Officer
Planet Image International Ltd
No. 756 Guangfu Road
Hi-tech Development Zone
Xinyu City, Jiangxi Province
People s Republic of China

 Re: Planet Image International Ltd
 Registration Statement on Form F-3
 Filed June 3, 2025
 File No. 333-287740
Dear Shaofang Weng:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Kristin Baldwin at 202-551-7172 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
</TEXT>
</DOCUMENT>

CORRESP
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Planet Image International Limited

January 23, 2024

Via EDGAR

Irene Barberena-Meissner

Karina Dorin

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Energy & Transportation

100 F Street, N.E.

Washington, DC 20549

    Re:
    Planet Image International Limited

    Registration Statement on Form F-1, as amended

    Initially Filed on March 16, 2022

    File No. 333-263602

Ladies and Gentlemen:

Pursuant to Rule 461 of the
General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended, US Tiger Securities,
Inc., as the underwriter, hereby requests acceleration of the effective date of the above-referenced Registration Statement so that it
will become effective at 4:30 p.m., Eastern Time, on Wednesday, January 24, 2024, or as soon thereafter as practicable.

Pursuant to Rule 460 under
the Act, we wish to advise you that we have distributed as many copies of the Preliminary Prospectus dated January 5, 2024, to selected
dealers, institutions and others as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

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

Very truly yours,

US Tiger Securities, Inc.

    By:
    /s/ Tony Tian

    Name:
    Tony Tian

    Title:

    Managing Director

    Head of Capital Market

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Planet Image International Limited

January 23, 2024

Via EDGAR

Division of Corporation Finance

Office of Energy & Transportation

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

    Attention:
    Irene Barberena-Meissner

    Karina Dorin

    Re:
    Planet Image International Limited

    Registration Statement on Form F-1, as amended

    Initially Filed on March 16, 2022

    File No. 333-263602

Ladies and Gentlemen:

In accordance with Rule 461
of the General Rules and Regulations under the Securities Act of 1933, as amended, Planet Image International Limited hereby requests
that the effectiveness of the above-referenced Registration Statement on Form F-1, as amended, be accelerated to and that the Registration
Statement become effective at 4:30 p.m., Eastern Time, on January 24, 2024, or as soon thereafter as practicable.

    Very truly yours,

    Planet Image International Limited

    By:
    /s/ Shaofang Weng

    Name:
    Shaofang Weng

    Title:
    Chief Executive Officer

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Planet Image International Limited

November
8, 2023

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Energy & Transportation

100 F Street, N.E.

Washington, DC 20549

Attn: Irene Barberena-Meissner and Karina Dorin

    Re:

    Planet Image International Limited

    Amendment No. 7 to Registration Statement on Form F-1

    Filed October 31, 2023

    File No. 333-263602

Dear Ms. Barberena-Meissner and Ms. Dorin:

Planet Image International
Limited (the “Company”, “we”, “us” or “our”) hereby transmits
its response to the letter received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the
“Commission”), dated November 8, 2023 regarding its Amendment No. 7 to Registration Statement on Form F-1 (the “Amendment
No. 7 to Registration Statement”) filed on October 31, 2023. For ease of reference, we have repeated the Commission’s
comment in this response letter.

Amendment No. 7 to Registration Statement on
Form F-1

General

1. You disclose that you have received the
CSRC’s approval of this offering, but that if the filing procedures were not completed according to the Administration Measures
you may have to rectify any non-compliance. You also disclose that unless you obtain approval from the CSRC, you will not proceed with
the initial public offering. Please confirm in writing that you will notify us promptly of any changes to your disclosure regarding or
requested by the CSRC.

Response: We respectfully note the Staff’s
comment, and confirm that we will notify the Staff promptly of any changes to our disclosure regarding or requested by the CSRC.

We thank the Staff for its review of the foregoing.
If you have further comments, we ask that you forward them by electronic mail to our counsel, Ying Li at yli@htflawyers.com or by telephone
at 212-530-2206.

    Very truly yours,

    /s/ Shaofang Weng

    Shaofang Weng

    Chief Executive Officer

    cc:
    Ying Li, Esq.

    Hunter Taubman Fischer & Li LLC

United States securities and exchange commission logo
November 8, 2023
Shaofang Weng
Chief Executive Officer
Planet Image International Ltd
No. 756 Guangfu Road
Hi-tech Development Zone
Xinyu City, Jiangxi Province
People’s Republic of China
Re:Planet Image International Ltd
Amendment No. 7 to Registration Statement on Form F-1
Filed October 31, 2023
File No. 333-263602
Dear Shaofang Weng:
            We have reviewed your amended registration statement and have the following
comment(s).
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Amendment No. 7 to Registration Statement on Form F-1
General
1.You disclose that you have received the CSRC’s approval of this offering, but that if the
filing procedures were not completed according to the Administration Measures you may
have to rectify any non-compliance.  You also disclose that unless you obtain approval
from the CSRC, you will not proceed with the initial public offering. Please confirm in
writing that you will notify us promptly of any changes to your disclosure regarding or
requested by the CSRC.

 FirstName LastNameShaofang  Weng
 Comapany NamePlanet Image International Ltd
 November 8, 2023 Page 2
 FirstName LastName
Shaofang  Weng
Planet Image International Ltd
November 8, 2023
Page 2
            Please contact Joanna Lam, Staff Accountant, at 202-551-3476 or Raj Rajan, Staff
Accountant, at 202-551-3388 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 Karina Dorin, Staff Attorney, at 202-551-3763 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Cindy Li, Esq.

CORRESP
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Planet Image International Limited

October 31, 2023

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Energy & Transportation

100 F Street, N.E.

Washington, DC 20549

Attn: Irene Barberena-Meissner and Karina Dorin

    Re:

    Planet Image International Limited

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

    Filed October 17, 2023

    File No. 333-263602

Dear Ms. Barberena-Meissner and Ms. Dorin:

Planet Image International
Limited (the “Company”, “we”, “us” or “our”) hereby transmits
its response to the letter received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the
“Commission”), dated October 27, 2023 regarding its Amendment No. 6 to Registration Statement on Form F-1 (the “Amendment
No. 6 to Registration Statement”) filed on October 17, 2023. For ease of reference, we have repeated the Commission’s
comment in this response letter. An Amendment No. 7 to the Registration Statement on Form F-1 (“Amendment No. 7 to the Registration
Statement”) is being filed to accompany this response letter.

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

General

1. We note your response to prior comment 1.
We also note the penultimate sentence of the risk factor titled “Our success depends on the continuing efforts of our senior management
and other key employees” has not been restored to the disclosure as it existed in the June 7, 2023 registration statement. Please
restore this risk factor disclosure.

Response: In response to the Staff’s
comment, we revised the penultimate sentence of the risk factor titled “Our success depends on the continuing efforts of our senior
management and other key employees” of Amendment No. 7 to the Registration Statement to restore the disclosure as it existed in
the June 7, 2023 registration statement.

We thank the Staff for its review of the foregoing.
If you have further comments, we ask that you forward them by electronic mail to our counsel, Ying Li at yli@htflawyers.com or by telephone
at 212-530-2206.

    Very truly yours,

    /s/ Shaofang Weng

    Shaofang Weng

    Chief Executive Officer

    cc:
    Ying Li, Esq.

    Hunter Taubman Fischer & Li LLC

United States securities and exchange commission logo
October 27, 2023
Shaofang Weng
Chief Executive Officer
Planet Image International Ltd
No. 756 Guangfu Road
Hi-tech Development Zone
Xinyu City, Jiangxi Province
People’s Republic of China
Re:Planet Image International Ltd
Amendment No. 6 to Registration Statement on Form F-1
Filed October 17, 2023
File No. 333-263602
Dear Shaofang Weng:
            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 the comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing 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 October 12, 2023 letter.
Amendment No. 6 to Registration Statement on Form F-1
General
1.We note your response to prior comment 1.  We also note the penultimate sentence of the
risk factor titled “Our success depends on the continuing efforts of our senior management
and other key employees” has not been restored to the disclosure as it existed in the June
7, 2023 registration statement.  Please restore this risk factor disclosure.

 FirstName LastNameShaofang  Weng
 Comapany NamePlanet Image International Ltd
 October 27, 2023 Page 2
 FirstName LastName
Shaofang  Weng
Planet Image International Ltd
October 27, 2023
Page 2
            Please contact Joanna Lam at 202-551-3476 or Raj Rajan at 202-551-3388 if you have
questions regarding comments on the financial statements and related matters. Please contact
Irene Barberena-Meissner at 202-551-6548 or Karina Dorin at 202-551-3763 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Cindy Li, Esq.

CORRESP
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Planet Image International Limited

October 17, 2023

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Energy & Transportation

100 F Street, N.E.

Washington, DC 20549

Attn: Irene Barberena-Meissner and Karina Dorin

    Re:

    Planet Image International Limited

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

    Filed September 28, 2023

    File No. 333-263602

Dear Ms. Barberena-Meissner and Ms. Dorin:

Planet Image International
Limited (the “Company”, “we”, “us” or “our”) hereby transmits
its response to the letter received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the
“Commission”), dated October 12, 2023 regarding its Amendment No. 5 to Registration Statement on Form F-1 (the “Amendment
No. 5 to Registration Statement”) filed on September 28, 2023. For ease of reference, we have repeated the Commission’s
comment in this response letter. An Amendment No. 6 to the Registration Statement on Form F-1 (“Amendment No. 6 to the Registration
Statement”) is being filed to accompany this response letter.

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

General

1. Your revised disclosure in response to prior
comment 1 does not fully address the issues raised therein and we reissue the comment. We note the changes you made to your disclosure
appearing on the cover page, Prospectus Summary and Risk Factor sections relating to legal and operational risks associated with operating
in China and PRC regulations. It is unclear to us that there have been changes in the regulatory environment in the PRC since the amendment
that was filed on June 7, 2023, warranting revised disclosure to mitigate the challenges you face and related disclosures. The Sample
Letters to China-Based Companies sought specific disclosure relating to the risk that the PRC government may intervene in or influence
your operations at any time, or may exert control over operations of your business, which could result in a material change in your operations
and/or the value of the securities you are registering for sale. We remind you that, pursuant to federal securities rules, the term “control”
(including the terms “controlling,” “controlled by,” and “under common control with”) as defined in
Securities Act Rule 405 means “the possession, direct or indirect, of the power to direct or cause the direction of the management
and policies of a person, whether through the ownership of voting securities, by contract, or otherwise.” The Sample Letters also
sought specific disclosures relating to uncertainties regarding the enforcement of laws and that the rules and regulations in China can
change quickly with little advance notice. We do not believe that your revised disclosure conveys the same risk. Please restore your disclosures
in these areas to the disclosures as they existed in the registration statement as of June 7, 2023.

Response: In response to the Staff’s
comment, we revised our disclosure throughout Amendment No. 5 to the Registration Statement to restore our disclosures in the above-mentioned
areas.

We thank the Staff for its review of the foregoing.
If you have further comments, we ask that you forward them by electronic mail to our counsel, Ying Li at yli@htflawyers.com or by telephone
at 212-530-2206.

    Very truly yours,

    /s/ Shaofang Weng

    Shaofang Weng

    Chief Executive Officer

    cc:
    Ying Li, Esq.

    Hunter Taubman Fischer & Li LLC

United States securities and exchange commission logo
October 12, 2023
Shaofang Weng
Chief Executive Officer
Planet Image International Ltd
No. 756 Guangfu Road
Hi-tech Development Zone
Xinyu City, Jiangxi Province
People’s Republic of China
Re:Planet Image International Ltd
Amendment No. 5 to Registration Statement on Form F-1
Filed September 28, 2023
File No. 333-263602
Dear Shaofang Weng:
            We have reviewed your amended registration statement and have the following
comment(s).
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our September 18, 2023 letter.
Amendment No. 5 to Registration Statement on Form F-1
General
1.Your revised disclosure in response to prior comment 1 does not fully address the issues
raised therein and we reissue the comment. We note the changes you made to your
disclosure appearing on the cover page, Prospectus Summary and Risk Factor sections
relating to legal and operational risks associated with operating in China and PRC
regulations. It is unclear to us that there have been changes in the regulatory environment
in the PRC since the amendment that was filed on June 7, 2023, warranting revised
disclosure to mitigate the challenges you face and related disclosures. The Sample Letters
to China-Based Companies sought specific disclosure relating to the risk that the PRC
government may intervene in or influence your operations at any time, or may exert

 FirstName LastNameShaofang  Weng
 Comapany NamePlanet Image International Ltd
 October 12, 2023 Page 2
 FirstName LastName
Shaofang  Weng
Planet Image International Ltd
October 12, 2023
Page 2
control over operations of your business, which could result in a material change in your
operations and/or the value of the securities you are registering for sale. We remind you
that, pursuant to federal securities rules, the term “control” (including the terms
“controlling,” “controlled by,” and “under common control with”) as defined in Securities
Act Rule 405 means “the possession, direct or indirect, of the power to direct or cause the
direction of the management and policies of a person, whether through the ownership of
voting securities, by contract, or otherwise.” The Sample Letters also sought specific
disclosures relating to uncertainties regarding the enforcement of laws and that the rules
and regulations in China can change quickly with little advance notice. We do not believe
that your revised disclosure conveys the same risk. Please restore your disclosures in these
areas to the disclosures as they existed in the registration statement as of June 7, 2023.
            Please contact Joanna Lam, Staff Accountant, at 202-551-3476 or Raj Rajan, Staff
Accountant, at 202-551-3388 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 Karina Dorin, Staff Attorney, at 202-551-3763 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Cindy Li, Esq.

CORRESP
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Planet Image International Limited

September 28, 2023

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Energy & Transportation

100 F Street, N.E.

Washington, DC 20549

Attn: Irene Barberena-Meissner and Karina Dorin

    Re:

    Planet Image International Limited

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

    Filed September 8, 2023

    File No. 333-263602

Dear Ms. Barberena-Meissner and Ms. Dorin:

Planet Image International
Limited (the “Company”, “we”, “us” or “our”) hereby transmits
its response to the letter received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the
“Commission”), dated September 18, 2023 regarding its Amendment No. 4 to Registration Statement on Form F-1 (the “Amendment
No. 4 to Registration Statement”) filed on September 8, 2023. For ease of reference, we have repeated the Commission’s
comment in this response letter. An Amendment No. 5 to the Registration Statement on Form F-1 (“Amendment No. 5 to the Registration
Statement”) is being filed to accompany this response letter.

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

General

1. We note the changes you made to your disclosure
appearing on the cover page, Prospectus Summary and Risk Factor sections relating to legal and operational risks associated with operating
in China and PRC regulations. It is unclear to us that there have been changes in the regulatory environment in the PRC since the amendment
that was filed on June 7, 2023, warranting revised disclosure to mitigate the challenges you face and related disclosures. The Sample
Letters to China-Based Companies sought specific disclosure relating to the risk that the PRC government may intervene in or influence
your operations at any time, or may exert control over operations of your business, which could result in a material change in your operations
and/or the value of the securities you are registering for sale. We remind you that, pursuant to federal securities rules, the term “control”
(including the terms “controlling,” “controlled by,” and “under common control with”) as defined in
Securities Act Rule 405 means “the possession, direct or indirect, of the power to direct or cause the direction of the management
and policies of a person, whether through the ownership of voting securities, by contract, or otherwise.” The Sample Letters also
sought specific disclosures relating to uncertainties regarding the enforcement of laws and that the rules and regulations in China can
change quickly with little advance notice. We do not believe that your revised disclosure referencing the significant degree of influence
any changes in applicable PRC laws and regulations implemented by PRC regulatory authorities have over the manner in which the PRC subsidiaries
must conduct their business activities conveys the same risk. Please restore your disclosures in these areas to the disclosures as they
existed in the registration statement as of June 7, 2023.

Response: In response to the Staff’s
comment, we revised our disclosure throughout Amendment No. 5 to the Registration Statement to restore disclosure relating to (i) the
risk that the PRC government may intervene in or influence our operations at any time, or may exert control over operations of our business,
which could result in a material change in our operations and/or the value of the securities we are registering for sale, (ii) uncertainties
regarding the enforcement of laws, and (iii) that the rules and regulations in China can change quickly with little advance notice, as
they existed in the Registration Statement as of June 7, 2023.

We thank the Staff for its review of the foregoing.
If you have further comments, we ask that you forward them by electronic mail to our counsel, Ying Li at yli@htflawyers.com or by telephone
at 212-530-2206.

    Very truly yours,

    /s/ Shaofang Weng

    Shaofang Weng

    Chief Executive Officer

    cc:
    Ying Li, Esq.

    Hunter Taubman Fischer & Li LLC

United States securities and exchange commission logo
September 18, 2023
Shaofang Weng
Chief Executive Officer
Planet Image International Ltd
No. 756 Guangfu Road
Hi-tech Development Zone
Xinyu City, Jiangxi Province
People’s Republic of China
Re:Planet Image International Ltd
Amendment No. 4 to Registration Statement on Form F-1
Filed September 8, 2023
File No. 333-263602
Dear Shaofang Weng:
            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
General
1.We note the changes you made to your disclosure appearing on the cover page, Prospectus
Summary and Risk Factor sections relating to legal and operational risks associated with
operating in China and PRC regulations.  It is unclear to us that there have been changes
in the regulatory environment in the PRC since the amendment that was filed on June 7,
2023, warranting revised disclosure to mitigate the challenges you face and related
disclosures.  The Sample Letters to China-Based Companies sought specific disclosure
relating to the risk that the PRC government may intervene in or influence your operations
at any time, or may exert control over operations of your business, which could result in

 FirstName LastNameShaofang  Weng
 Comapany NamePlanet Image International Ltd
 September 18, 2023 Page 2
 FirstName LastName
Shaofang  Weng
Planet Image International Ltd
September 18, 2023
Page 2
a material change in your operations and/or the value of the securities you are registering
for sale.  We remind you that, pursuant to federal securities rules, the term “control”
(including the terms “controlling,” “controlled by,” and “under common control with”) as
defined in Securities Act Rule 405 means “the possession, direct or indirect, of the power
to direct or cause the direction of the management and policies of a person, whether
through the ownership of voting securities, by contract, or otherwise.”  The Sample
Letters also sought specific disclosures relating to uncertainties regarding the enforcement
of laws and that the rules and regulations in China can change quickly with little advance
notice.  We do not believe that your revised disclosure referencing the significant degree
of influence any changes in applicable PRC laws and regulations implemented by PRC
regulatory authorities have over the manner in which the PRC subsidiaries must conduct
their business activities conveys the same risk.  Please restore your disclosures in these
areas to the disclosures as they existed in the registration statement as of June 7, 2023.
            You may contact Joanna Lam, Staff Accountant, at 202-551-3476 or Raj Rajan, Staff
Accountant, at 202-551-3388 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 Karina Dorin, Staff Attorney, at 202-551-3763 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Cindy Li, Esq.

CORRESP
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Planet Image International Limited

June 7, 2023

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Energy & Transportation

100 F Street, N.E.

Washington, DC 20549

Attn: Irene Barberena-Meissner and Karina Dorin

    Re:

    Planet Image International Limited

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

    Filed May 23, 2023

    File No. 333-263602

Dear Ms. Barberena-Meissner and Ms. Dorin:

Planet Image International
Limited (the “Company”, “we”, “us” or “our”) hereby transmits
its response to the letter received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the
“Commission”), dated June 5, 2023 regarding its Amendment No. 2 to Registration Statement on Form F-1 (the “Amendment
No. 2 to Registration Statement”) filed on May 23, 2023. For ease of reference, we have repeated the Commission’s comments
in this response letter and numbered them accordingly. An Amendment No. 3 to the Registration Statement on Form F-1 (“Amendment
No. 3 to the Registration Statement”) is being filed to accompany this response letter.

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

Prospectus Summary

Cash Transfer and Dividend Distributions, page
8

1. We note your revised disclosure in response
to prior comment 2, which summarizes the cash flows that have occurred between your Mainland PRC subsidiaries and your other subsidiaries
to date. Please revise your table to identify the “other subsidiaries” where cash has flowed to and from your Mainland PRC subsidiaries.
Note that only information relating to the periods for which you have provided financial statements needs to be included.

Response: In response to the Staff’s
comment, we revised our disclosure on page 8 of Amendment No. 3 to the Registration Statement to identify the “other subsidiaries”
where cash has flowed to and from our Mainland PRC subsidiaries. We noted and included only information relating to the periods for which
we have provided financial statements.

We thank the Staff for its review of the foregoing.
If you have further comments, we ask that you forward them by electronic mail to our counsel, Ying Li at yli@htflawyers.com or
by telephone at 212-530-2206.

    Very truly yours,

    /s/ Shaofang Weng

    Shaofang Weng

    Chief Executive Officer

    cc:
    Ying Li, Esq.

    Hunter Taubman Fischer & Li LLC

United States securities and exchange commission logo
June 5, 2023
Shaofang Weng
Chief Executive Officer
Planet Image International Ltd
No. 756 Guangfu Road
Hi-tech Development Zone
Xinyu City, Jiangxi Province
People’s Republic of China
Re:Planet Image International Ltd
Amendment No. 2 to Registration Statement on Form F-1
Filed May 23, 2023
File No. 333-263602
Dear Shaofang Weng:
            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 May 12, 2023 letter.
Amendment No. 2 to Registration Statement on Form F-1
Prospectus Summary
Cash Transfer and Dividend Distributions, page 8
1.We note your revised disclosure in response to prior comment 2, which summarizes the
cash flows that have occurred between your Mainland PRC subsidiaries and your other
subsidiaries to date.  Please revise your table to identify the "other subsidiaries" where
cash has flowed to and from your Mainland PRC subsidiaries.  Note that only information
relating to the periods for which you have provided financial statements needs to be
included.

 FirstName LastNameShaofang  Weng
 Comapany NamePlanet Image International Ltd
 June 5, 2023 Page 2
 FirstName LastName
Shaofang  Weng
Planet Image International Ltd
June 5, 2023
Page 2
            You may contact Joanna Lam, Staff Accountant, at 202-551-3476 or Raj Rajan, Staff
Accountant, at 202-551-3388 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 Karina Dorin, Staff Attorney, at 202-551-3763 with any other questions
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Cindy Li, Esq.

CORRESP
1
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Planet Image International Limited

May 23, 2023

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Energy & Transportation

100 F Street, N.E.

Washington, DC 20549

Attn: Irene Barberena-Meissner and Karina Dorin

    Re:

    Planet Image International Limited

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

    Filed April 17, 2023

    File No. 333-263602

Dear Ms. Barberena-Meissner and Ms. Dorin:

Planet Image International
Limited (the “Company”, “we”, “us” or “our”) hereby transmits
its response to the letter received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the
“Commission”), dated May 12, 2023 regarding its Amendment No. 1 to Registration Statement on Form F-1 (the “Amendment
No. 1 to Registration Statement”) filed on April 17, 2023. For ease of reference, we have repeated the Commission’s comments
in this response letter and numbered them accordingly. An Amendment No. 2 to the Registration Statement on Form F-1 (“Amendment
No. 2 to the Registration Statement”) is being filed to accompany this response letter.

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

Cover Page

1. We note your revised disclosure in response
to prior comment 2 and reissue the comment in part. Please clearly disclose how you will refer to your subsidiaries, including your operating
subsidiaries, throughout your prospectus.

Response: In response to the Staff’s
comment, we revised our disclosure on the cover page of Amendment No. 2 to the Registration Statement to clearly disclose how we refer
to our subsidiaries, including our operating subsidiaries, throughout the prospectus.

2. We note your revised disclosures in response
to prior comment 3. Please specifically disclose cash flows that have occurred between PRC subsidiaries and other subsidiaries.

Response: In response to the
Staff’s comment, we revised our disclosure on page 8 of Amendment No. 2 to the Registration Statement under “Prospectus
Summary — Cash Transfers and Dividend Distributions” to disclose the cash flows that have occurred between our Mainland
PRC subsidiaries and other subsidiaries. Additionally, we included a cross-reference on the cover page of Amendment No. 2 to the
Registration Statement to the revised disclosure.

3. We note your disclosure here and elsewhere
in your prospectus that on February 17, 2023, the China Securities Regulatory Commission (the “CSRC”) promulgated the Trial
Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies, or the “Administrative Measures,”
and five supporting guidelines. As these Administrative Measures became effective on March 31, 2023, please disclose whether you and relevant
parties to this transaction have complied with your obligations under the Administrative Measures. In addition, please update your risk
factor disclosure on page 33 to reflect that the Administrative Measures came into effect on March 31, 2023.

Response: In response to the
Staff’s comment, we disclosed on the cover page and pages 6 and 37 of Amendment No. 2 to the Registration Statement that we
are currently in the process of preparing a filing report and other required materials in connection with the CSRC filing, which
will be submitted to the CSRC in due course and that we expect to submit any additional materials as subsequently requested by
and/or respond to questions from the CSRC on a timely basis as they occur, and expect to obtain CSRC approval prior to our proposed
initial public offering and listing on the Nasdaq Stock Market.

Additionally, we updated our risk factor
disclosure on page 36 of Amendment No. 2 to the Registration Statement to reflect that the Administrative Measures came into effect
on March 31, 2023.

Prospectus Summary, page 3

4. Consistent with your disclosure on page
6, please revise your prospectus cover page to disclose that your auditor is headquartered in Sugar Land, Texas, and has been inspected
by the PCAOB on a regular basis with the last inspection in September 2022.

Response: In response to the Staff’s
comment, we revised our disclosure on the cover page of Amendment No. 2 to the Registration Statement to disclose that our auditor is
headquartered in Sugar Land, Texas, and has been inspected by the PCAOB on a regular basis with the last inspection in September 2022.

Prospectus Summary, page 5

5. We note your revised disclosure in response
to prior comment 5 that you believe that each of your PRC subsidiaries has all requisite permissions or approvals to conduct its business
in the manner presently conducted and described in the prospectus, and that other than the licenses and approvals disclosed in the prospectus
that your PRC subsidiaries have obtained for a domestic company in China to engage in the similar businesses, as of the date of the prospectus,
neither you nor any of your PRC subsidiaries is required to obtain any permission from any PRC authorities, including, but not limited
to, the Cyberspace Administration of China, to conduct its operations. Please expand to clarify whether your Hong Kong subsidiaries have
all permissions or approvals required to obtained from Chinese authorities to operate your business and to offer the securities being
registered to foreign investors.

Response: In response to the Staff’s comment, we revised our disclosure
on pages 6 and 7 of Amendment No. 2 to the Registration Statement to disclose that the operation of our Hong Kong subsidiaries does not
require any permission or approval from the Chinese authorities, and that other than the filing requirement under the Administrative Measures
as discussed on page 6 of Amendment No. 2 to the Registration Statement, we, our Mainland PRC subsidiaries, and Hong Kong subsidiaries
are not required to obtain any permission or approval from the Chinese authorities under current PRC laws and regulations for the offering
of securities being registered to foreign investors.

    2

Cash Transfer and Dividend Distributions, page 6

6. We note your revised disclosure in response
to prior comment 6 cross references the risk factor titled “PRC regulations of loans and direct investment by offshores holding companies
to PRC entities may delay or prevent us from using the proceeds of our offshore financing to make loans or additional capital contributions
to our PRC subsidiaries, which could materially and adversely affect our liquidity and our ability to fund and expand our business”
for a discussion of the restrictions and limitations on your ability to distribute earning to your Cayman Islands holding company and
the investors. However, we are not able to find a discussion of such restrictions and limitations in such risk factor and reissue the
comment in part. Please discuss here the restrictions and limitations on your ability to distribute earnings from the company, including
your PRC and non-PRC subsidiaries, to the parent company and U.S. investors. We also note you disclose that subject to certain contractual,
legal and regulatory restrictions, cash and capital contributions may be transferred among your Cayman Islands holding company and your
subsidiaries. Please describe these contractual, legal and regulatory restrictions. Lastly, we note you disclose that cash transfers from
your Cayman Islands holding company are subject to applicable PRC laws and regulations on loans and direct investment. Please describe
these applicable PRC laws and regulations.

Response:

In response to the Staff’s comment, we
removed the reference that the risk factor titled “PRC regulations of loans and direct investment by offshores holding
companies to PRC entities may delay or prevent us from using the proceeds of our offshore financing to make loans or additional
capital contributions to our PRC subsidiaries, which could materially and adversely affect our liquidity and our ability to fund and
expand our business” contained a discussion of the restrictions and limitations on our ability to distribute earning to
our Cayman Islands holding company and the investors. Instead, we included a discussion on pages 8 through 11 of Amendment No. 2 to
the Registration Statement regarding the restrictions and limitations on our ability to distribute earnings from the company,
including our PRC and non-PRC subsidiaries, to the parent company and U.S. investors.

We respectfully advise the Staff that as of the
date of this letter, other than Mainland China, the Company’s operating subsidiaries formed in Hong Kong, the State of California
and Netherlands contribute the vast majority of our revenues in the reporting periods of fiscal years ended December 31, 2021 and 2022.
We revised our disclosure on pages 10 and 11 of Amendment No. 2 to the Registration Statement to include a discussion of the restrictions and
limitations on the ability of subsidiaries formed in these jurisdictions to distribute earnings to the parent company and U.S. investors.

We revised our disclosure to note that other than
the restrictions and limitations discussed under “Prospectus Summary—Cash Transfer and Dividend Distributions,” there
are no legal or regulatory restrictions on the transferability of cash and capital contributions among our Cayman Islands holding company
and our subsidiaries. We respectfully advise the Staff that there are no contractual restrictions restraining the transferability of cash
and capital contributions among our Cayman Islands holding company and our subsidiaries and we removed such disclosure in Amendment No.
2 to the Registration Statement.

We also included descriptions of applicable PRC
laws and regulations on loans and direct investment on pages 9 and 10  of Amendment No. 2 to the Registration Statement.

Dilution, page 55

7. We note your table illustrating how the
net tangible asset per share is determined. Please address the following:

 ● Explain why the consolidated assets and liabilities included in the numerator are not consistent with
the corresponding numbers on the balance sheet, on page F-3.

 ● Tell us the nature of the intangible asset in the amount of $2,632,149 and the corresponding line item(s)
on the balance sheet.

 ● We note your disclosure in Capitalization, page 54 that all of your redeemable ordinary shares will
be automatically converted into 14,104,236 Class A ordinary shares prior to completion of this offering. If so, tell us the basis for
deducting mezzanine equity amount of $14,104,236 in the numerator and how you derived 26,315,800 of class A ordinary shares in the denominator.
In addition, disclose here the conversion price of the redeemable ordinary shares and the number of Class A ordinary shares issuable upon
automatic conversion of redeemable shares.

Response:

 ● Explain why the consolidated assets and liabilities included in the numerator are not consistent with
the corresponding numbers on the balance sheet, on page F-3.

    3

In response to the Staff’s
comment, the Company revised the consolidated assets and liabilities included in the numerator in Amendment No. 2 to the Registration
Statement on page 61 to keep consistent with the corresponding numbers on the balance sheet in accordance with the Staff’s instructions.

 ● Tell us the nature of the intangible asset in the amount of $2,632,149 and the corresponding line item(s)
on the balance sheet.

The Company respectfully
advise the Staff that the intangible asset of $2,632,149 is a land use right included in the property, plant and equipment, net on the
balance sheet as of December 31, 2022, with a gross amount of $3,555,468 and an accumulated amortization of $923,319.

 ● We note your disclosure in Capitalization, page 54 that
all of your redeemable ordinary shares will be automatically converted into 14,104,236 Class A ordinary shares prior to completion of
this offering. If so, tell us the basis for deducting mezzanine equity amount of $14,104,236 in the numerator and how you derived 26,315,800
of class A ordinary shares in the denominator. In addition, disclose here the conversion price of the redeemable ordinary shares and
the number of Class A ordinary shares issuable upon automatic conversion of redeemable shares.

In response to the
Staff’s comments, the Company revised the disclosure in Amendment No. 2 to the Registration Statement on pages 60 and 61 in
accordance with the Staff’s instructions. The number of redeemable ordinary shares should be 10,526,300 shares, which were
issued and outstanding, at conversion price of approximately $1.34 per share. It is assessed by the Company that the ordinary shares
are not currently redeemable, and it is not probable that the ordinary shares will become redeemable, no adjustment was made to the
principal amount of the mezzanine equity of $14,104,236. 26,315,800 Class A ordinary shares derived from 10,526,300 redeemable
ordinary shares issued and outstanding included in mezzanine equity, and 15,789,500 Class A ordinary shares issued and outstanding
included in permanent equity.

Industry Overview, page 74

8. We note industry and market data here and
elsewhere has been updated. Please clarify whether the CIC Report referenced on page 72 has been updated. Please also provide an updated
consent from CIC.

Response: In response to the
Staff’s comment, we updated the reference of the CIC Report on page 80 of Amendment No. 2 to the Registration Statement and
filed an updated consent from CIC as Exhibit 99.3.

Legal proceedings, page 108

9. We note your disclosure regarding the complaint
filed by ML Products on November 12, 2021 with the United States District Court for the Central District of California against Aster US,
a subsidiary of the Company, and five other defendants. Please update your disclosure regarding the status of this litigation.

Response: In response to the
Staff’s comment, we revised our disclosure on page 114 of Amendment No. 2 to the Registration Statement to include updates
regarding the status of this litigation.

Principal Shareholders, page 132

10. Please revise your beneficial ownership
table to include Mr. Quanmao Zhou, your chief financial officer.

Response: In response to the
Staff’s comment, we revised our beneficial ownership table on page 139 of Amendment No. 2 to the Registration Statement to
include Mr. Quanmao Zhou, our chief financial officer.

    4

Financial Statements

Notes to Consolidated Financial Statements

11. Mezzanine Equity, page F-24

11. We note your disclosure on page 54 indicate
automatic conversion of all of redeemable ordinary shares into 14,104,236 Class A ordinary shares immediately prior to the completion
of this offering. Please expand to describe any provisions and features in your governing documents related to the automatic conversion
of your redeemable ordinary shares into shares of your Class A common stock, describe circumstances or events in which the conversion
of redeemable shares is mandatory or optional, conversion price and explain how the number of Class A ordinary shares is determined upon
conversion of the redeemable shares.

Response: In response to the Staff’s
comments, the Company revised the disclosure in Amendment No. 2 to the Registration Statement on pages 60  and F-24.

The number of redeemable ordinary shares to be
reclassified to permanent equity should be 10,526,300 shares. The Company has issued 10,526,300 Class A ordinary shares to the investor,
which are subject to redemption outside of the Company’s control and were classified as redeemable ordinary shares in mezzanine
equity. The Company assessed the contingencies of the redemption event outside the Company’s control would be resolved with the
successful initial public offering and should reclassify the mezzanine equity as permanent equity. The number of reclassified Class A
ordinary shares is the same as redeemable ordinary shares of 10,526,300.

General

12. Please clarify whether the referen

United States securities and exchange commission logo
May 12, 2023
Shaofang Weng
Chief Executive Officer
Planet Image International Ltd
No. 756 Guangfu Road
Hi-tech Development Zone
Xinyu City, Jiangxi Province
People’s Republic of China
Re:Planet Image International Ltd
Amendment No, 1 to Registration Statement on Form F-1
Filed April 17, 2023
File No. 333-263602
Dear Shaofang Weng:
            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 March 25, 2022 letter.
Amendment No. 1 to Registration Statement on Form F-1
Cover page
1.We note your revised disclosure in response to prior comment 2 and reissue the comment
in part.  Please clearly disclose how you will refer to your subsidiaries, including your
operating subsidiaries, throughout your prospectus.
2.We note your revised disclosures in response to prior comment 3.  Please specifically
disclose cash flows that have occurred between PRC subsidiaries and other subsidiaries.

 FirstName LastNameShaofang  Weng
 Comapany NamePlanet Image International Ltd
 May 12, 2023 Page 2
 FirstName LastNameShaofang  Weng
Planet Image International Ltd
May 12, 2023
Page 2
3.We note your disclosure here and elsewhere in your prospectus that on February 17, 2023,
the China Securities Regulatory Commission (the “CSRC”) promulgated the Trial
Administrative Measures of Overseas Securities Offering and Listing by Domestic
Companies, or the “Administrative Measures,” and five supporting guidelines.  As these
Administrative Measures became effective on March 31, 2023, please disclose whether
you and relevant parties to this transaction have complied with your obligations under the
Administrative Measures.  In addition, please update your risk factor disclosure on page
33 to reflect that the Administrative Measures came into effect on March 31, 2023.
4.Consistent with your disclosure on page 6, please revise your prospectus cover page to
disclose that your auditor is headquartered in Sugar Land, Texas, and has been inspected
by the PCAOB on a regular basis with the last inspection in September 2022.
Prospectus Summary, page 5
5.We note your revised disclosure in response to prior comment 5 that you believe that each
of your PRC subsidiaries has all requisite permissions or approvals to conduct its business
in the manner presently conducted and described in the prospectus, and that other than the
licenses and approvals disclosed in the prospectus that your PRC subsidiaries have
obtained for a domestic company in China to engage in the similar businesses, as of the
date of the prospectus, neither you nor any of your PRC subsidiaries is required to obtain
any permission from any PRC authorities, including, but not limited to, the Cyberspace
Administration of China, to conduct its operations.  Please expand to clarify whether your
Hong Kong subsidiaries have all permissions or approvals required to obtained from
Chinese authorities to operate your business and to offer the securities being registered to
foreign investors.
Cash Transfer and Dividend Distributions, page 6
6.We note your revised disclosure in response to prior comment 6 cross references the risk
factor titled "PRC regulations of loans and direct investment by offshores holding
companies to PRC entities may delay or prevent us from using the proceeds of our
offshore financing to make loans or additional capital contributions to our PRC
subsidiaries, which could materially and adversely affect our liquidity and our ability to
fund and expand our business" for a discussion of the restrictions and limitations on your
ability to distribute earning to your Cayman Islands holding company and the investors.
However, we are not able to find a discussion of such restrictions and limitations in such
risk factor and reissue the comment in part.  Please discuss here the restrictions and
limitations on your ability to distribute earnings from the company, including your PRC
and non-PRC subsidiaries, to the parent company and U.S. investors.  We also note
you disclose that subject to certain contractual, legal and regulatory restrictions, cash and
capital contributions may be transferred among your Cayman Islands holding company
and your subsidiaries.  Please describe these contractual, legal and regulatory restrictions.
Lastly, we note you disclose that cash transfers from your Cayman Islands holding
company are subject to applicable PRC laws and regulations on loans and direct

 FirstName LastNameShaofang  Weng
 Comapany NamePlanet Image International Ltd
 May 12, 2023 Page 3
 FirstName LastNameShaofang  Weng
Planet Image International Ltd
May 12, 2023
Page 3
investment.  Please describe these applicable PRC laws and regulations.
Dilution, page 55
7.We note your table illustrating how the net tangible asset per share is determined.  Please
address the following:

•Explain why the consolidated assets and liabilities included in the numerator are not
consistent with the corresponding numbers on the balance sheet, on page F-3.
•Tell us the nature of the intangible asset in the amount of $2,632,149 and the
corresponding line item(s) on the balance sheet.
•We note your disclosure in Capitalization, page 54 that all of your redeemable
ordinary shares will be automatically converted into 14,104,236 Class A ordinary
shares prior to completion of this offering.  If so, tell us the basis for deducting
mezzanine equity amount of $14,104,236 in the numerator and how you
derived 26,315,800 of class A ordinary shares in the denominator.  In addition,
disclose here the conversion price of the redeemable ordinary shares and the number
of Class A ordinary shares issuable upon automatic conversion of redeemable
shares.
Industry Overview, page 74
8.We note industry and market data here and elsewhere has been updated.  Please clarify
whether the CIC Report referenced on page 72 has been updated.  Please also provide an
updated consent from CIC.
Legal Proceedings, page 108
9.We note your disclosure regarding the complaint filed by ML Products on November 12,
2021 with the United States District Court for the Central District of California against
Aster US, a subsidiary of the Company, and five other defendants.  Please update your
disclosure regarding the status of this litigation.
Principal Shareholders, page 132
10.Please revise your beneficial ownership table to include Mr. Quanmao Zhou, your chief
financial officer.
Financial Statements
Notes to Consolidated Financial Statements
11. Mezzanine Equity, page F-24
11.We note your disclosure on page 54 indicate automatic conversion of all of redeemable
ordinary shares into 14,104,236 Class A ordinary shares immediately prior to the
completion of this offering.  Please expand to describe any provisions and features in your
governing documents related to the automatic conversion of your redeemable ordinary

 FirstName LastNameShaofang  Weng
 Comapany NamePlanet Image International Ltd
 May 12, 2023 Page 4
 FirstName LastName
Shaofang  Weng
Planet Image International Ltd
May 12, 2023
Page 4
shares into shares of your Class A common stock, describe circumstances or events in
which the conversion of redeemable shares is mandatory or optional, conversion price and
explain how the number of Class A ordinary shares is determined upon conversion of the
redeemable shares.

General
12.Please clarify whether the references to "PRC subsidiaries" throughout your prospectus
include or exclude your Hong Kong subsidiaries.  If such references are intended to
exclude your Hong Kong subsidiaries, please revise your disclosure throughout to clarify
that the legal and operational risks associated with operating in China also apply to your
operations in Hong Kong.  For instance, clarify that the PRC government has significant
authority to intervene or influence your Hong Kong subsidiaries at any time, which could
result in a material adverse change to your business, prospects, financial condition, and
results of operations, and the value of your securities.  In addition, discuss any
commensurate laws and regulations in Hong Kong, where applicable throughout the
prospectus, and the risks and consequences to you associated with those laws and
regulations.
13.We note you disclose that your operating subsidiaries’ European customers are from a
large number of different countries, including Russia.  To the extent material, please
describe the direct or indirect impact of Russia’s invasion of Ukraine on your business
and disclose any known trends or uncertainties that have had or are reasonably likely to
have a material impact on your cash flows, liquidity, capital resources, cash requirements,
financial position, or results of operations arising from, related to, or caused by the global
disruption from, Russia’s invasion of Ukraine.
            You may contact Joanna Lam, Staff Accountant, at 202-551-3476 or Raj Rajan, Staff
Accountant, at 202-551-3388 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 Karina Dorin, Staff Attorney, at 202-551-3763 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Cindy Li, Esq.

CORRESP
1
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Planet Image International Limited

April 17, 2023

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Energy & Transportation

100 F Street, N.E.

Washington, DC 20549

Attn: Irene Barberena-Meissner

    Re:

    Planet Image International Limited

    Registration Statement on Form F-1

    Filed March 16, 2021

    File No. 333-263602

Dear Ms. Barberena-Meissner:

Planet Image International
Limited (the “Company”, “we”, “us” or “our”) hereby transmits
its response to the letter received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the
“Commission”), dated March 25, 2022 regarding its Registration Statement on Form F-1 (the “Registration Statement”)
filed on March 16, 2022. For ease of reference, we have repeated the Commission’s comments in this response letter and numbered
them accordingly. An Amendment No. 1 to the Registration Statement on Form F-1 (“Amendment No. 1 to the Registration Statement”)
is being filed to accompany this response letter.

Registration Statement on Form F-1

Cover Page

1. We note you disclose that you directly hold
100% equity interests in your subsidiaries and do not currently use a VIE structure. Please expand your prospectus cover page disclosure
to state prominently that you are not a Chinese operating company but a Cayman Islands holding company with operations conducted by your
subsidiaries, including subsidiaries based in China, and that this structure involves unique risks to investors. Please also disclose
that investors may never hold equity interests in the Chinese operating companies. Your disclosure should acknowledge that Chinese regulatory
authorities could disallow your operating structure, which would likely result in a material change in your operations and/or a material
change in the value of the securities you are registering for sale, including that it could cause the value of such securities to significantly
decline or become worthless. Provide a cross-reference to your detailed discussion of risks facing the company and the offering as a result
of this structure.

Response: In response to the Staff’s
comment, we have revised our disclosure on the cover page of Amendment No. 1 to the Registration Statement.

2. Clearly disclose how you will refer to the
holding company and subsidiaries when providing the disclosure throughout the document so that it is clear to investors which entity the
disclosure is referencing and which subsidiaries are conducting the business operations. Refrain from using terms such as “we”
or “our” when describing activities or functions of the operating subsidiaries. For example, disclose, if true, that your
subsidiaries conduct operations in China, and that the holding company does not conduct operations. Disclose clearly the entity (including
the domicile) in which investors are purchasing an interest.

Response: In response to the Staff’s
comment, we have revised our disclosure on the cover page and throughout Amendment No. 1 to the Registration Statement.

3. We note you disclose that your Cayman Islands
holding company received cash as intercompany loans from subsidiaries and that your subsidiaries received cash from your Cayman Islands
holding company as intercompany loans for the years ended December 31, 2019 and 2020, and the six months ended June 30, 2021. We further
note you disclose that during the years ended December 31, 2019 and 2020, and the six months ended June 30, 2021, no cash flows occurred
between your Cayman Islands holding company and your PRC subsidiaries. Please expand your disclosure to state whether any transfers, dividends,
or distributions have been made to date, and not just for the years ended December 31, 2019 and 2020 and the six months ended June 30,
2021, between the holding company and its subsidiaries, or to investors, and quantify the amounts where applicable. Also provide a cross-reference
to the consolidated financial statements.

Response: In response to the Staff’s
comment, we have revised our disclosure on the cover page of Amendment No. 1 to the Registration Statement.

Prospectus Summary, page 3

4. With respect to each of the risks that your
corporate structure and being based in or having the majority of the company’s operations in China poses to investors, please ensure
that you have included a cross-reference to the more detailed discussion of these risks in the prospectus.

Response: In response to the Staff’s
comment, we have revised our disclosure on pages 3 and 4 of Amendment No. 1 to the Registration Statement.

5. We note you disclose the material licenses
and approvals that you and your subsidiaries are required to obtain for your operations in China on page 4. Please disclose each permission
or approval, and not just the material licenses and approvals, that you or your subsidiaries are required to obtain from Chinese authorities
to operate your business and to offer the securities being registered to foreign investors. State affirmatively whether you have received
all requisite permissions or approvals and whether any permissions or approvals have been denied.

Response: In response to the Staff’s
comment, we have revised our disclosure on pages 4 and 5 of Amendment No. 1 to the Registration Statement.

    2

6. Provide a clear description of how cash
is transferred through your organization in your prospectus summary. Quantify any cash flows and transfers of other assets by type that
have occurred between the holding company and its subsidiaries, and direction of transfer. Quantify any dividends or distributions that
a subsidiary has 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. Your disclosure should make clear if no transfers, dividends,
or distributions have been made to date. 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, to the parent company and U.S. investors. In this discussion, please clarify the entities that are located
or organized in China or Hong Kong.

Response: In response to the Staff’s
comment, we have revised our disclosure on pages 6 and 7 of Amendment No. 1 to the Registration Statement.

Risk Factors

Risks Relating to Doing Business in the PRC

The Chinese government exerts substantial influence
over the manner in which we must conduct

our business activities, page 29

7. Please update your disclosure to discuss
that the Cybersecurity Review Measures became effective on February 15, 2022.

Response: In response to the Staff’s
comment, we have revised our disclosure on pages 33 and 39 of Amendment No. 1 to the Registration Statement.

Use of Proceeds, page 47

8. We note your disclosure that you will receive
net proceeds from this offering of approximately US$23.59 million, or approximately US$27.32 million if the underwriter exercises its
over-allotment option in in full. Please provide the details demonstrating how you calculated the net proceeds under both the scenarios.

Response: In response to the Staff’s
comment, we have revised our disclosure on page 51 of Amendment No. 1 to the Registration Statement and included a table disclosing the
details demonstrating how we intend to calculate the net proceeds under both scenarios. However, we respectfully advise the Staff that
as the offering details have not yet been finalized, we will furnish the information in the table in a subsequent amendment once the offering
details are finalized.

Dilution, page 50

    3

9. Please revise to include a tabular presentation
showing the components of the denominator and numerator for the pro forma net tangible book value per ordinary share calculation. The
table should include a separate column assuming underwriter exercises its over-allotment option in full.

Response: In response to the Staff’s
comment, we have revised our disclosure on page 55 of Amendment No. 1 to the Registration Statement to include a tabular presentation
showing the components of the denominator and numerator for the pro forma net tangible book value per ordinary share calculation. We respectfully
advise the Staff that we will furnish the information under columns “Pro-Forma As Adjusted (Over-allotment option not exercised)”
and “Pro-Forma As Adjusted (Over-allotment option exercised in full)” in a subsequent amendment once the offering details
are finalized.

Management, page 132

10. Please revise to complete the condition
for an executive officer to terminate his or her employment with the Company.

Response: In response to the Staff’s
comment, we have revised our disclosure on page 131 of Amendment No. 1 to the Registration Statement.

Exhibits

11. You disclose on page F-50 that, on September
30, 2019, the Group issued ordinary shares to Xinyu High-Tech Investment Co., Ltd (“Gaoxin” or the “Holder”) which
are subject to redemption upon the occurrence of a “Redemption Event.” You also disclose on page F-27 that, on March 9, 2022,
the Group entered into an intended supplementary agreement with Gaoxin to extend the date specified in the first Redemption Event for
twelve months to March 31, 2023, and the Group is going through necessary governmental approval procedures to enter into a formal supplementary
agreement with Gaoxin which are expected to be completed by the end of March 2022. Please file a copy of the agreement evidencing the
redemption rights granted to Gaoxin in connection with your issuance of ordinary shares on September 30, 2019 as an exhibit to the registration
statement or tell us why you believe you are not required to do so. Please also file copy of the intended supplementary agreement with
Gaoxin or the formal supplementary agreement if completed.

Response: In response to the Staff’s
comment, we have filed the agreement evidencing the redemption rights granted to Gaoxin in connection with our issuance of ordinary shares
on September 30, 2019 and a copy of all the supplementary agreements entered into with Gaoxin as Exhibit 10.7 to Amendment No. 1 to the
Registration Statement.

12. We note the par value information in Exhibit
1.1, Exhibit 5.1 and Exhibit 8.2 is inconsistent with the disclosure throughout the Registration Statement. Please revise accordingly.

Response: In response to the Staff’s
comment, we have revised the disclosure in Exhibit 5.1, and Exhibit 8.2 of Amendment No. 1 to the Registration Statement. We respectfully
advise the Staff that we will re-file Exhibit 1.1 once the form of underwriting agreement is finalized.

We thank the Staff for its review of the foregoing.
If you have further comments, we ask that you forward them by electronic mail to our counsel, Ying Li at yli@htflawyers.com or
by telephone at 212-530-2206.

    Very truly yours,

    /s/ Shaofang Weng

    Shaofang Weng

    Chief Executive Officer

    cc:
    Ying Li, Esq.

    Hunter Taubman Fischer & Li LLC

4

United States securities and exchange commission logo
March 25, 2022
Shaofang Weng
Chief Executive Officer
Planet Image International Ltd
No. 756 Guangfu Road
Hi-tech Development Zone
Xinyu City, Jiangxi Province
People’s Republic of China
Re:Planet Image International Ltd
Registration Statement on Form F-1
Filed March 16, 2022
File No. 333-263602
Dear Mr. Weng:
            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.
Registration Statement on Form F-1
Cover Page
1.We note you disclose that you directly hold 100% equity interests in your subsidiaries and
do not currently use a VIE structure.  Please expand your prospectus cover page disclosure
to state prominently that you are not a Chinese operating company but a Cayman Islands
holding company with operations conducted by your subsidiaries, including subsidiaries
based in China, and that this structure involves unique risks to investors.  Please also
disclose that investors may never hold equity interests in the Chinese operating
companies.  Your disclosure should acknowledge that Chinese regulatory authorities
could disallow your operating structure, which would likely result in a material change in

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 Comapany NamePlanet Image International Ltd
 March 25, 2022 Page 2
 FirstName LastNameShaofang  Weng
Planet Image International Ltd
March 25, 2022
Page 2
your operations and/or a material change in the value of the securities you are registering
for sale, including that it could cause the value of such securities to significantly decline
or become worthless.  Provide a cross-reference to your detailed discussion of risks facing
the company and the offering as a result of this structure.
2.Clearly disclose how you will refer to the holding company and subsidiaries when
providing the disclosure throughout the document so that it is clear to investors which
entity the disclosure is referencing and which subsidiaries are conducting the business
operations.  Refrain from using terms such as "we" or "our" when describing activities or
functions of the operating subsidiaries.  For example, disclose, if true, that your
subsidiaries conduct operations in China, and that the holding company does not conduct
operations.  Disclose clearly the entity (including the domicile) in which investors are
purchasing an interest.
3.We note you disclose that your Cayman Islands holding company received cash as
intercompany loans from subsidiaries and that your subsidiaries received cash from your
Cayman Islands holding company as intercompany loans for the years ended
December 31, 2019 and 2020, and the six months ended June 30, 2021.  We further note
you disclose that during the years ended December 31, 2019 and 2020, and the six months
ended June 30, 2021, no cash flows occurred between your Cayman Islands holding
company and your PRC subsidiaries.  Please expand your disclosure to state whether any
transfers, dividends, or distributions have been made to date, and not just for the years
ended December 31, 2019 and 2020 and the six months ended June 30, 2021, between the
holding company and its subsidiaries, or to investors, and quantify the amounts where
applicable.  Also provide a cross-reference to the consolidated financial statements.
Prospectus Summary, page 3
4.With respect to each of the risks that your corporate structure and being based in or having
the majority of the company's operations in China poses to investors, please ensure that
you have included a cross-reference to the more detailed discussion of these risks in the
prospectus.
5.We note you disclose the material licenses and approvals that you and your subsidiaries
are required to obtain for your operations in China on page 4.  Please disclose each
permission or approval, and not just the material licenses and approvals, that you or your
subsidiaries are required to obtain from Chinese authorities to operate your business and
to offer the securities being registered to foreign investors.  State affirmatively whether
you have received all requisite permissions or approvals and whether any permissions or
approvals have been denied.
6.Provide a clear description of how cash is transferred through your organization in your
prospectus summary.  Quantify any cash flows and transfers of other assets by type that
have occurred between the holding company and its subsidiaries, and direction of
transfer.  Quantify any dividends or distributions that a subsidiary has made to the holding

 FirstName LastNameShaofang  Weng
 Comapany NamePlanet Image International Ltd
 March 25, 2022 Page 3
 FirstName LastNameShaofang  Weng
Planet Image International Ltd
March 25, 2022
Page 3
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.  Your disclosure should make clear if no transfers, dividends, or
distributions have been made to date.  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, to the parent company and U.S. investors.  In this
discussion, please clarify the entities that are located or organized in China or Hong Kong.
Risk Factors
Risks Relating to Doing Business in the PRC
The Chinese government exerts substantial influence over the manner in which we must conduct
our business activities, page 29
7.Please update your disclosure to discuss that the Cybersecurity Review Measures became
effective on February 15, 2022.
Use of Proceeds, page 47
8.We note your disclosure that you will receive net proceeds from this offering of
approximately US$23.59 million, or approximately US$27.32 million if the underwriter
exercises its over-allotment option in in full.   Please provide the details demonstrating
how you calculated the net proceeds under both the scenarios.
Dilution, page 50
9.Please revise to include a tabular presentation showing the components of the
denominator and numerator for the pro forma net tangible book value per ordinary share
calculation.  The table should include a separate column assuming underwriter exercises
its over-allotment option in full.
Exhibits
10.You disclose on page F-50 that, on September 30, 2019, the Group issued ordinary shares
to Xinyu High-Tech Investment Co., Ltd (“Gaoxin” or the “Holder”) which are subject to
redemption upon the occurrence of a "Redemption Event."  You also disclose on page F-
27 that, on March 9, 2022, the Group entered into an intended supplementary agreement
with Gaoxin to extend the date specified in the first Redemption Event for twelve months
to March 31, 2023, and the Group is going through necessary governmental approval
procedures to enter into a formal supplementary agreement with Gaoxin which
are expected to be completed by the end of March 2022.  Please file a copy of the
agreement evidencing the redemption rights granted to Gaoxin in connection with your
issuance of ordinary shares on September 30, 2019 as an exhibit to the registration
statement or tell us why you believe you are not required to to so.  Please also file copy of
the intended supplementary agreement with Gaoxin or the formal supplementary

 FirstName LastNameShaofang  Weng
 Comapany NamePlanet Image International Ltd
 March 25, 2022 Page 4
 FirstName LastName
Shaofang  Weng
Planet Image International Ltd
March 25, 2022
Page 4
agreement if completed.
            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 Joanna Lam, Staff Accountant, at 202-551-3476 or Raj Rajan, Staff
Accountant, at 202-551-3388 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 Karina Dorin, Staff Attorney, at 202-551-3763 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Cindy Li, Esq.

United States securities and exchange commission logo
January 20, 2022
Shaofang Weng
Chief Executive Officer
Planet Image International Ltd
No. 756 Guangfu Road
Hi-tech Development Zone
Xinyu City, Jiangxi Province
People’s Republic of China
Re:Planet Image International Ltd
Amendment No. 4 to Draft Registration Statement on Form F-1
Submitted January 14, 2021
CIK 0001868395
Dear Mr. Weng:
            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. 4 to Draft Registration Statement on Form F-1
Cover Page
1.We note you disclose that your Class A ordinary shares may be prohibited from trading on
a national exchange under the Holding Foreign Companies Accountable Act if the
PCAOB is unable to inspect our auditor for three consecutive years.  Please 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.

 FirstName LastNameShaofang  Weng
 Comapany NamePlanet Image International Ltd
 January 20, 2022 Page 2
 FirstName LastName
Shaofang  Weng
Planet Image International Ltd
January 20, 2022
Page 2
            You may contact Joanna Lam, Staff Accountant, at 202-551-3476 or Raj Rajan, Staff
Accountant, at 202-551-3388 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 Karina Dorin, Staff Attorney, at 202-551-3763 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Cindy Li, Esq.

United States securities and exchange commission logo
January 6, 2022
Shaofang Weng
Chief Executive Officer
Planet Image International Ltd
No. 756 Guangfu Road
Hi-tech Development Zone
Xinyu City, Jiangxi Province
People’s Republic of China
Re:Planet Image International Ltd
Amendment No. 3 to Draft Registration Statement on Form F-1
Submitted December 23, 2021
CIK 0001868395
Dear Mr. Weng:
            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. 3 to Draft Registration Statement on Form F-1
Cover Page
1.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 your
disclosure relating to the Holding Foreign Companies Accountable Act in your Prospectus
Summary and Risk Factors sections accordingly.

 FirstName LastNameShaofang  Weng
 Comapany NamePlanet Image International Ltd
 January 6, 2022 Page 2
 FirstName LastName
Shaofang  Weng
Planet Image International Ltd
January 6, 2022
Page 2
Management
Compensation of Directors and Executive Officers, page 131
2.Please revise to provide executive compensation disclosure for the fiscal year ended
December 31, 2021.  Refer to Item 6.B. of Form 20-F.
            You may contact Joanna Lam, Staff Accountant, at 202-551-3476 or Raj Rajan, Staff
Attorney, at 202-551-3388 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 Karina Dorin, Staff Attorney, at 202-551-3763 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Cindy Li, Esq.

United States securities and exchange commission logo
December 8, 2021
Shaofang Weng
Chief Executive Officer
Planet Image International Ltd
No. 756 Guangfu Road
Hi-tech Development Zone
Xinyu City, Jiangxi Province
People’s Republic of China
Re:Planet Image International Ltd
Amendment No. 2 to Draft Registration Statement on Form F-1
Submitted November 24, 2021
CIK 0001868395
Dear Mr. Weng:
            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 15, 2021 letter
Amendment No. 2 to the Draft Registration Statement on Form F-1
Cover Page
1.We note your revisions in response to prior comment 1.  Please revise to clarify whether
the cash transfers in the form of intercompany loans during the years ended December 31,
2019 and 2020, and the six months ended June 30, 2021, were to and/or from your PRC
subsidiaries.

 FirstName LastNameShaofang  Weng
 Comapany NamePlanet Image International Ltd
 December 8, 2021 Page 2
 FirstName LastName
Shaofang  Weng
Planet Image International Ltd
December 8, 2021
Page 2
Risk Factors
Recent joint statement by the SEC and the PCAOB proposed rule changes submitted by
Nasdaq..., page 25
2.Please update your disclosure to discuss that the SEC adopted final amendments
implementing the disclosure and submission requirements of the Holding Foreign
Companies Accountable Act on December 2, 2021.
            You may contact Joanna Lam, Staff Accountant, at 202-551-3476 or Raj Rajan, Staff
Accountant, at 202-551-3388 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 Karina Dorin, Staff Attorney, at 202-551-3763 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Cindy Li, Esq.

United States securities and exchange commission logo
November 15, 2021
Shaofang Weng
Chief Executive Officer
Planet Image International Ltd
No. 756 Guangfu Road
Hi-tech Development Zone
Xinyu City, Jiangxi Province
People’s Republic of China
Re:Planet Image International Ltd
Amendment No. 1 to Draft Registration Statement on Form F-1
Submitted November 2, 2021
CIK 0001868395
Dear Mr. Weng:
            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
September 24, 2021 letter.
Amendment No. 1 to the Registration Statement
Cover Page
1.Provide a description of how cash is transferred through your organization.  State whether
any transfers, dividends, or distributions have been made to date.
Prospectus Summary, page 5
2.We note that in response to prior comment 3 you disclose that you believe that you and
your subsidiaries have obtained all material licenses and approvals necessary to operate in

 FirstName LastNameShaofang  Weng
 Comapany NamePlanet Image International Ltd
 November 15, 2021 Page 2
 FirstName LastNameShaofang  Weng
Planet Image International Ltd
November 15, 2021
Page 2
China and are not required to obtain approval from any PRC government authorities,
including the CSRC, CAC, or any other government entity, to issue Class A ordinary
shares to foreign investors.  However, you also disclose that relevant PRC government
agencies could reach a different conclusion.  Please disclose the consequences to you and
your investors if you do not maintain the approvals, inadvertently conclude that such
approvals are not required, or applicable laws, regulations or interpretations change and
you are required to obtain approval in the future.
Risk Factors , page 15
3.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, page 34
4.We note in response to prior comment 9 you disclose that JunHe LLP has advised you that
the Cybersecurity Review Measures do not currently apply to you and you are not
required to conduct a cybersecurity review.  Please clarify why the implementation of the
Cybersecurity Review Measures will affect an overseas listing of your Class A ordinary
shares if they do not currently apply to you.  In that regard, we note you state that the
implementation of the Cybersecurity Review Measures will not have a material adverse
effect on the overseas listing of your Class A ordinary shares.  Please also disclose the
consequences to you and your investors if you inadvertently conclude that the
Cybersecurity Review Measures do not apply to you, or applicable laws, regulations, or
interpretations change and you are required to conduct a cybersecurity review in the
future.
Financial Statements
1. Organization and Principal Activities
(d) Foreign currencies and foreign currency translation, page F-9
5.We note your response to prior comment 23 and reissue the comment.  We note
you confirm that the exchange rates as disclosed on page F-9 were used in preparing the
consolidated financial statements for the periods presented.  However, the rates you
presented here and on page F-37 are significantly different from the published spot rates.
For example, as at December 31, 2020, you indicated US$1 to RMB spot rate
at US$1=RMB0.1529 whereas the published rate was approximately US$1 = RMB
6.5299.  Similarly, you indicate US$1= EUR 1.2200 on December 31, 2020 and
the published rate was approximately US$1= EUR 0.81876.  Please explain and revise
your disclosures throughout the filing as appropriate.
            You may contact Joanna Lam, Staff Accountant, at 202-551-3476 or Raj Rajan, Staff
Accountant, at 202-551-3388 if you have questions regarding comments on the financial

 FirstName LastNameShaofang  Weng
 Comapany NamePlanet Image International Ltd
 November 15, 2021 Page 3
 FirstName LastName
Shaofang  Weng
Planet Image International Ltd
November 15, 2021
Page 3
statements and related matters.  Please contact Irene Barberena-Meissner, Staff Attorney, at 202-
551-6548 or Karina Dorin, Staff Attorney, at 202-551-3763 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Cindy Li, Esq.

United States securities and exchange commission logo
September 24, 2021
Shaofang Weng
Chief Executive Officer
Planet Image International Ltd
No. 756 Guangfu Road
Hi-tech Development Zone
Xinyu City, Jiangxi Province
People’s Republic of China
Re:Planet Image International Ltd
Draft Registration Statement on Form F-1
Submitted August 30, 2021
CIK 0001868395
Dear Mr. Weng:
            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
Cover Page
1.Provide prominent disclosure about the legal and operational risks associated with being
based in and 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 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

 FirstName LastNameShaofang  Weng
 Comapany NamePlanet Image International Ltd
 September 24, 2021 Page 2
 FirstName LastNameShaofang  Weng
Planet Image International Ltd
September 24, 2021
Page 2
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.
Prospectus Summary , page 1
2.In your summary of risk factors, disclose the risks that being based in and having the
majority of the company’s operations in China poses to investors.  In particular, describe
the significant regulatory, liquidity, and enforcement risks with cross-references to the
more detailed discussion of these risks in the prospectus.  For example, specifically
discuss risks arising from the legal system in China, including risks and uncertainties
regarding the enforcement of laws and that rules and regulations in China can change
quickly with little advance notice; and the risk that the Chinese government may intervene
or influence your operations at any time, or may exert more control over offerings
conducted overseas and/or foreign investment in China-based issuers, which could result
in a material change in your operations and/or the value of your 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.
3.Disclose each permission that you or your subsidiaries are required to obtain from Chinese
authorities to operate and issue these securities to foreign investors.  State whether you or
your subsidiaries are covered by permissions requirements from the CSRC, CAC or any
other entity that is required to approve of the company’s operations, and state
affirmatively whether you have received all requisite permissions and whether any
permissions have been denied.
4.We note your disclosure on page 22.  Please 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.
5.Please revise your diagram illustrating your corporate structure on pages 4 and 46 to
disclose your equity interests in each of these entities, whether directly or indirectly
owned, and the equity interests of any other equity holders to the extent these entities are
not directly or indirectly wholly-owned by you.
The Offering , page 11
6.Please expand your disclosure here to briefly describe your dual-class capital structure and
the relative voting rights of your Class A and Class B ordinary shares.

 FirstName LastNameShaofang  Weng
 Comapany NamePlanet Image International Ltd
 September 24, 2021 Page 3
 FirstName LastNameShaofang  Weng
Planet Image International Ltd
September 24, 2021
Page 3
Risk Factors
Risks Related to Our Business and Industry
We face risks related to natural disasters, health epidemics, and other outbreaks, page 22
7.You disclose that as affected by COVID-19, your revenue was $132.8 million for the
fiscal year ended December 31, 2020, representing an increase of 15.0% from
$115.4 million in 2019, and your net income was $4.2 million, representing a decrease of
54.5% from $9.3 million in 2019.  Please revise your disclosure here and elsewhere as
appropriate to discuss what management expects the future impact of COVID-19 will be
on your financial condition and operations, how management is responding to evolving
events, and how it is planning for COVID-19- related uncertainties.  In this regard, we
note your disclosure here that since you derive your revenue from U.S. and Europe,
you may continue to experience materially negative impact due to COVID-19 on your
operations and financial performance to the extent that the COVID-19 pandemic harms
China or the global economy generally and on page 51 that the extent to which COVID-
19 pandemic impacts your results of operations depends on the future developments of the
pandemic, which remains highly uncertain and unpredictable.  For guidance, consider the
Division of Corporation Finance's Disclosure Guidance Topics Nos. 9 & 9A, available on
our website.
Risks Relating to Doing Business in the PRC, page 23
8.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.
9.We note your disclosure on page 29.  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 business and your offering and to what extent you believe that you
are compliant with the regulations or policies that have been issued by the CAC to date.
Use of Proceeds, page 40
10.Please revise to quantify the dollar amount of net proceeds to be allocated for each
principal intended use.  If the anticipated proceeds will not be sufficient to fund all the
proposed purposes, please disclose the amounts and sources of other funds needed.  In
addition, please quantify the amount of offering proceeds that you may contribute or loan

 FirstName LastNameShaofang  Weng
 Comapany NamePlanet Image International Ltd
 September 24, 2021 Page 4
 FirstName LastNameShaofang  Weng
Planet Image International Ltd
September 24, 2021
Page 4
to your PRC subsidiaries without needing to seek registration or approval, if any.
Corporate History and Structure, page 47
11.We note that you conduct substantially all of your operations outside of the United States
and the consolidated financial statements are prepared in accordance with accounting
principles generally accepted in the United States of America (“U.S. GAAP”).  Please
address the following issues:
•Please tell us if you maintain your books and records in accordance with U.S. GAAP,
describe the controls you maintain to ensure that the activities you conduct and the
transactions you consummate are recorded in accordance with U.S. GAAP.
•If you do not maintain your books and records in accordance with U.S. GAAP, tell us
what basis of accounting you use and describe the process you go through to convert
your books and records to U.S. GAAP for SEC reporting.  Describe the controls you
maintain to ensure that you have made all necessary and appropriate adjustments in
your conversions and disclosures.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Liquidity and Capital Resources, page 56
12.Please disclose material amounts of cash disaggregated by currency denomination as of
the most recent balance sheet date in each jurisdiction in which your affiliated entities are
domiciled.  Further, disclose any restrictions on foreign exchange and your ability to
transfer cash between entities and to U.S. investors.
Operating Activities, page 56
13.Please explain the reasons for significant increase in your accounts payable and include a
description of any significant changes related to the timing of your payments or supplier
terms.  Refer to Item 5.B.1 of Form 20-F and Section IV.B.1 of SEC Release No. 33-
8350.
Capital expenditures, page 57
14.We note your disclosure on page 57 that you expect your capital expenditures to continue
to be significant in the foreseeable future as you expand your business, construct a
comprehensive, multi-layer production centre and more overseas warehouses, and that
your level of capital expenditures will be significantly affected by user demand for your
products.  Please revise to describe all material commitments for capital expenditures as
of the end of the most recent interim period, including the general purpose of such
commitments and the anticipated sources of funds needed to fulfill such commitments.
Please ensure you also discuss the total construction cost of your planned multi-layer
production center at Yibo industrial park for which you expect to commence construction
in January 2022.  Refer to Item 4.a of Form F-1 and Items 5.B.3 and 5.D. of Form 20-F.

 FirstName LastNameShaofang  Weng
 Comapany NamePlanet Image International Ltd
 September 24, 2021 Page 5
 FirstName LastNameShaofang  Weng
Planet Image International Ltd
September 24, 2021
Page 5
Critical Accounting Policies, page 58
15.We note that you have elected to use the extended transition period for complying with
new or revised accounting standards.  Provide a statement in your critical accounting
policy disclosures explaining your election and indicating that, as a result of your election,
your financial statements may not be comparable to companies that comply with public
company effective dates.
Industry Overview, page 62
16.We note that you have included CAGR projections through 2025 in this section and
elsewhere derived from the Industry Report of Global Compatible Toner Cartridge Market
that you commissioned from China Insights Consultancy Limited, or CIC.  Please provide
more details regarding how these projections were determined, including any material
assumptions.
Business
Raw Materials and Suppliers
Concentration of suppliers, page 81
17.Please update your disclosure to describe the current status of your color toner
procurement agreement with one of the largest manufacturers of color toner in the PRC.
In that regard, we note that you entered into a legally binding agreement with this supplier
for a contract period from January 1, 2019 to December 31, 2020.
Research and Development, page 84
18.Please clarify how the majority of your revenue generated during the fiscal years ended
December 31, 2019 and 2020 was related to your research and development activities.
Competition, page 91
19.Please reconcile your disclosure here that you were the second largest compatible toner
cartridge manufacturer in the world for the year ended December 31, 2020 with your
disclosure on page 1 and elsewhere that you were the second largest compatible cartridge
manufacturer in China for the year ended December 31, 2020.
Principal Shareholders, page 117
20.Please disclose the natural persons or persons who directly or indirectly exercise sole or
shared voting or investment control over the shares held by Juneng Investment (Hong
Kong) Limited.
Taxation, page 130
21.We note you disclose that your Cayman Islands taxation disclosure represents the opinion
of Conyers Dill & Pearman.  Please file the related opinion as an exhibit to your

 FirstName LastNameShaofang  Weng
 Comapany NamePlanet Image International Ltd
 September 24, 2021 Page 6
 FirstName LastNameShaofang  Weng
Planet Image International Ltd
September 24, 2021
Page 6
registration statement.
Financial Statements
1. Organization and Principal Activities
(b) Organization, page F-7
22.We note you provide corporate structure, principal subsidiaries and other entities that are
material to your business on this page and page 46.  Please provide the following
information:
•Expand the list on page F-7 to include all the subsidiaries and related percentage of
ownership of each subsidiary;
•Indicate whether there is any investment in joint venture or investment between
twenty to fifty percentage of the voting stock of any company; and
•Explain the investment relationship between Zhongshan Yantuo Printing Device Co.
and Aster Technology UK.
(d) Foreign currencies and foreign currency translation, page F-8
23.We note you disclose on page 10, that all translations from Renminbi to U.S. dollars are
made at a rate of RMB6.5250 to US$1.00, the exchange rate in effect as of December 31,
2020.  However, it appears that your disclosures here US$1=RMB0.1437 and
US$1=EUR1.1200 are not consistent with disclosures on page 10 and published exchange
rates.  Please confirm to us the exchange rates for US$ against RMB and Euro that were
used in preparing the consolidated financial statements for the periods presented and
revise your financial statements and disclosures as necessary.
2. Summary of Significant Accounting Policies
(b) Principle of Consolidation, page F-8
24.We note you have several subsidiaries which are consolidated.  Please disclose how you
have controlling financial interest in each of these entities and basis for consolidation.
Clearly distinguish which entities are consolidated through equity ownership and through
contract and identify any relationships amongst the parties.  To the extent that you have
contractual arrangements with any variable interest entity ("VIE") and parties to any VIE
contracts, please disclose the nature of these arrangements, accounting for these VIEs and
provide the disclosures required by 810-10-50-2AA as appropriate.
(h) Inventory, page F-9
25.We note you recorded an impairment provision for inventories in the amount
of $865,000 for the year ended December 31, 2019, and a reversal of provision for
inventories in the amount of $674,000 for the year ended December 31, 2020.  Please
explain to us how reversal of impairment provision in 2020 complies with the guidance in
ASC 330-10-35-