SecProbe.io

CORRESP
 1
 filename1.htm

 J-Star
Holding Co., Ltd.

 7/F-1,
No. 633, Sec. 2, Taiwan Blvd.

 Xitun
District, Taichung City 407

 Taiwan
(R.O.C.)

 July
25, 2025

 U.S.
Securities & Exchange Commission

 Office
of Manufacturing

 Division
of Corporation Finance

 100
F Street, NE

 Attn:
Thomas Jones and Geoff Kruczek

 Re:
 J-Star
 Holding Co., Ltd.

 Registration
 Statement on Form F-1

 Initially
 Filed April 29, 2025, as amended

 File
 No. 333-286805

 Pursuant
to Rule 461 under the Securities Act of 1933, as amended, J-Star Holding Co., Ltd. hereby requests acceleration of effectiveness of the
above referenced Registration Statement so that it will become effective at 5:00 p.m., Eastern Time, on July 29, 2025, or as soon as
thereafter practicable.

 Very
 truly yours,

 /s/
 Jing-Bin Chiang

 Jing-Bin
 Chiang
 Chief
 Executive Officer

 cc:

 Loeb
 & Loeb LLP

 Ellenoff
 Grossman & Schole LLP

CORRESP
 1
 filename1.htm

 July
25, 2025

 VIA
EDGAR

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 100
F Street, N.E.

 Washington,
D.C. 20549-1004

 Re:
 J-Star
 Holding Co., Ltd.

 Registration
 Statement on Form F-1

 Initially
 Filed April 29, 2025, as amended

 File
 No. 333-286805

 Ladies
and Gentlemen:

 As
the representative of the underwriters of the proposed offering of J-Star Holding Co., Ltd. (the
"Company"), we hereby join the Company's request for acceleration of the above-referenced Registration Statement, requesting
effectiveness for 5:00 p.m., Eastern Time, on Tuesday, July 29, 2025, or as soon thereafter as is practicable.

 Pursuant
to Rule 460 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as
amended, we wish to advise you that, through July 25, 2025, we distributed to each dealer, who is reasonably anticipated to be invited
to participate in the distribution of the security, as many copies, as well as "E-red" copies of the Preliminary Prospectus
dated May 16, 2025, as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

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

 Very truly yours,

 Maxim Group LLC

 By:
 /s/
 Ritesh Veera

 Name:
 Ritesh Veera

 Title:
 Co-Head of Investment Banking

CORRESP
 1
 filename1.htm

 May
16, 2025

 VIA
EDGAR TRANSMISSION

 Securities
and Exchange Commission

 Division
of Corporation Finance

 Office
of Manufacturing

 Washington,
D.C. 20549

 Re:
 J-Star
 Holding Co., Ltd. (the " Company ")

 Registration
 Statement on Form F-1

 Filed
 April 29, 2025

 File
 No. 333-286805

 Dear
SEC Officers,

 As
counsel for the Company and on its behalf, this letter is being submitted in response to the letter dated May 13, 2025 from the Securities
and Exchange Commission (the " Commission ") in which the staff of the Commission (the " Staff ") commented
on the above-referenced Registration Statement on Form F-1 (the " Form F-1 "). For the Staff's convenience, the
Staff's comments have been stated below in their entirety, with the Company's responses set out immediately underneath those
comments. Please note that all references to page numbers in the responses are references to the page numbers in a revised Form F-1 (the
" Revised F-1 "), filed concurrently with the submission of this letter in response to the Staff's comments.

 Registration
Statement on Form F-1 filed April 29, 2025

 Customers,
page 96

 1.
Please tell us, with a view to disclosure, the basis for highlighting your relationships with Colnago and Tecnifibre. For example, did
any other company account for more revenue for the years ended December 31, 2024 and 2023 than Colnago or Tecnifibre? Did either Colnago
or Technifbre account for at least 10% of the registrant's net revenue for the years ended December 31, 2024 and 2023 .

 Response:
In response to the Staff's comment, the Company respectfully submits that the basis for highlighting its relationship with Colnago
and Tecnifibre was due to our established business relationships with both customers, our milestone with Colnago in connection with Tour
de France, and the success and reputation of both companies in their respective industries. Save except for Colnago, the
Company respectfully submits that there were no other company accounted for at least 10% of the net revenue for the years ended
December 31, 2024 and 2023.

 Exhibit
23.1, page II-4

 2.
Revise to update the Form F-1 file number to 333-286805, if true

 Response:
In response to the Staff's comment, the Company filed an updated exhibit 23.1 in the Revised F-1.

 Should
you have any questions relating to the foregoing or wish to discuss any aspect of the Company's filing, please contact me at +852.5600.0188.

 Very
 truly yours,

 /s/
 Lawrence S. Venick

 Lawrence
 S. Venick

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 13, 2025

Jing-Bin Chiang
Chief Executive Officer
J-Star Holding Co., Ltd.
7/F-1, No. 633, Sec. 2, Taiwan Blvd.
Xitun District, Taichung City 407
Taiwan (R.O.C.)

 Re: J-Star Holding Co., Ltd.
 Registration Statement on Form F-1
 Filed April 29, 2025
 File No. 333-286805
Dear Jing-Bin Chiang:

 We have reviewed your registration statement and have the following
comments.

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments.

Registration Statement on Form F-1 filed April 29, 2025
Customers, page 96

1. Please tell us, with a view to disclosure, the basis for highlighting
your relationships
 with Colnago and Technifbre. For example, did any other company account
for more
 revenue for the years ended December 31, 2024 and 2023 than Colnago or
 Technifbre? Did either Colnago or Technifbre account for at least 10% of
the
 registrant's net revenue for the years ended December 31, 2024 and 2023?
Exhibit 23.1, page II-4

2. Revise to update the Form F-1 file number to 333-286805, if true.
 May 13, 2025
Page 2

 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

 Please contact Andi Carpenter at 202-551-3645 or Kevin Stertzel at
202-551-3723 if
you have questions regarding comments on the financial statements and related
matters. Please contact Thomas Jones at 202-551-3602 or Geoffrey Kruczek at
202-551-3641
with any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
cc: Lawrence S. Venick, Esq.
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 J-Star
Holding Co., Ltd.

 7/F-1,
No. 633, Sec. 2, Taiwan Blvd.

 Xitun
District, Taichung City 407

 Taiwan
(R.O.C.)

 March
26, 2025

 U.S.
Securities & Exchange Commission

 Office
of Manufacturing

 Division
of Corporation Finance

 100
F Street, NE

 Attn:
Thomas Jones and Geoff Kruczek

 Re:
 J-Star
 Holding Co., Ltd.

 Registration
 Statement on Form F-1

 Initially
 Filed March 21, 2022, as amended

 File
 No. 333-263755

 Pursuant
to Rule 461 under the Securities Act of 1933, as amended, J-Star Holding Co., Ltd. hereby requests acceleration of effectiveness of the
above referenced Registration Statement so that it will become effective at 4:00 p.m., Eastern Time, on March 28, 2025, or as soon as
thereafter practicable.

 Very
 truly yours,

 /s/
 Jing-Bin Chiang

 Jing-Bin
 Chiang
 Chief
 Executive Officer

 cc:

 Loeb
 & Loeb LLP

 Ellenoff
 Grossman & Schole LLP

CORRESP
 1
 filename1.htm

 March
26, 2025

 VIA
EDGAR

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 100
F Street, N.E.

 Washington,
D.C. 20549

 Re:
 J-Star
 Holding Co., Ltd.

 Registration
 Statement on Form F-1, as amended

 File
 No. 333-263755

 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, Maxim Group LLC, as representative of the underwriters, hereby requests acceleration of the effective date of the above-referenced
Registration Statement so that it will become effective at 4:00 p.m., Eastern Time, on Friday, March 28, 2025, or as soon thereafter
as may be practicable.

 Pursuant
to Rule 460 of the General Rules and Regulations under the Act, the undersigned advises that copies of the Preliminary Prospectus dated
March 12, 2025 have been distributed to prospective dealers, institutional investors, retail investors and others.

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

 Very
 truly yours,

 Maxim
 Group LLC

 By:
 /s/
 Ritesh M.Veera

 Name:
 Ritesh
 M. Veera

 Title:
 Co-Head
 of Investment Banking

CORRESP
1
filename1.htm

August
27, 2024

VIA
EDGAR TRANSMISSION

Securities
and Exchange Commission

Division
of Corporation Finance

Office
of Manufacturing

Washington,
D.C. 20549

    Re:
    J-Star Holding Co., Ltd.
    (the “Company”)

    Amendment No. 20 to Registration
    Statement on Form F-1

    Filed August 2, 2024

    File No. 333-263755

Dear
SEC Officers,

As
counsel for the Company and on its behalf, this letter is being submitted in response to the letter dated August 14, 2024 from the Securities
and Exchange Commission (the “Commission”) in which the staff of the Commission (the “Staff”) commented
on the above-referenced Registration Statement on Form F-1 (the “Form F-1”). For the Staff’s convenience, the
Staff’s comments have been stated below in their entirety, with the Company’s responses set out immediately underneath those
comments. Please note that all references to page numbers in the responses are references to the page numbers in a revised Form F-1 (the
“Revised F-1”), filed concurrently with the submission of this letter in response to the Staff’s comments.

Amendment
No. 20 to Registration Statement on Form F-1 filed August 2, 2024

Use
of Proceeds, page 49

1.
We note your response to prior comment 2. Please disclose whether the amounts allocated to each purpose will be sufficient to accomplish
the intended use or whether you will require additional funds. If you will require additional funds, disclose the expected source, amount
and nature of the funding. For example, while you increased the percentage allocated to acquiring and investing in a production plant,
the actual dollar amount you intend to devote to that purpose is substantially less than what it was in prior amendments.

Response:
In response to the Staff’s comment, the Company amended pages 13 and 49 of the Revised F-1. The Company respectfully submits
that the current amount allocated to each use of proceeds purpose will be sufficient. The Company has significantly reduced
our planned cost of each of the Proceed Usage due to reduced net proceeds, as compared to the initial plan of the Proceed Usage
in the original planned offering size. In connection with our first Proceed Usage, it is scaled down significantly based on the
reduced proceeds and it will be focused on the key production which maximizes in revenues. For example, the Company initially
planned to acquire and invest in a production plant by way of acquiring land and building a factory. Currently, we plan to rent a
property from a third party to establish the U.S. Production Line. A further example, under the third Proceed Usage, the Company
currently plans to outsource to local suppliers for testing which was not considered in the original planned offering size. Further,
the Company also plans to utilize its ordinary shares and cash flows from its operating activities to support its U.S. expansion
plan, and thus, the Company does not require additional funding support from a financial institution based
on the management team’s preliminary assessment. To the extent that the Company’s actual net proceeds and cash from
operating activities are insufficient to fund all of the proposed purposes, the Company will decrease its allocation of the net
proceeds for the proceed purposes on a pro rata basis, or the Company may raise additional capital through equity financing to
sufficiently fund its proposed uses.

Should
you have any questions relating to the foregoing or wish to discuss any aspect of the Company’s filing, please contact me at +852.5600.0188.

    Very truly yours,

    /s/ Lawrence
    S. Venick

    Lawrence S. Venick

CORRESP
1
filename1.htm

August
19, 2024

VIA
EDGAR TRANSMISSION

Securities
and Exchange Commission

Division
of Corporation Finance

Office
of Manufacturing

Washington,
D.C. 20549

    Re:
    J-Star Holding Co., Ltd.
    (the “Company”)

    Amendment No. 20 to Registration
    Statement on Form F-1

    Filed August 2, 2024

    File No. 333-263755

Dear
SEC Officers,

As
counsel for the Company and on its behalf, this letter is being submitted in response to the letter dated August 14, 2024 from the Securities
and Exchange Commission (the “Commission”) in which the staff of the Commission (the “Staff”) commented
on the above-referenced Registration Statement on Form F-1 (the “Form F-1”). For the Staff’s convenience, the
Staff’s comments have been stated below in their entirety, with the Company’s responses set out immediately underneath those
comments. Please note that all references to page numbers in the responses are references to the page numbers in a revised Form F-1 (the
“Revised F-1”), filed concurrently with the submission of this letter in response to the Staff’s comments.

Amendment
No. 20 to Registration Statement on Form F-1 filed August 2, 2024

Use
of Proceeds, page 49

1.
We note your response to prior comment 2. Please disclose whether the amounts allocated to each purpose will be sufficient to accomplish
the intended use or whether you will require additional funds. If you will require additional funds, disclose the expected source, amount
and nature of the funding. For example, while you increased the percentage allocated to acquiring and investing in a production plant,
the actual dollar amount you intend to devote to that purpose is substantially less than what it was in prior amendments.

Response: In response to the Staff’s comment,
the Company amended pages 13 and 49 of the Revised F-1. The Company respectfully submits that the current amount allocated to
each use of proceeds purpose will be sufficient. In connection with our U.S. investment plan, it is scaled down based on the reduced
proceeds and it will be focused on the key production which maximizes in revenues. In connection to the U.S. expansion plan, the
Company also plans to outsource to local suppliers which was not considered in its original planned offering size as
stated in prior amendments. Further, the Company also plans to utilize its ordinary shares and cash flows from its
operating activities to support its U.S. expansion plan and U.S. investment plan, and thus, the Company does not require additional
funding support from a financial institution based on the management team’s preliminary assessment. To the extent that the Company’s
actual net proceeds and cash from operating activities are insufficient to fund all of the proposed purposes, the Company
will decrease its allocation of the net proceeds for the proceed purposes on a pro rata basis, or the Company may
raise additional capital through equity financing to sufficiently fund its proposed uses.

Should
you have any questions relating to the foregoing or wish to discuss any aspect of the Company’s filing, please contact me at +852.5600.0188.

    Very truly yours,

    /s/ Lawrence
    S. Venick

    Lawrence S. Venick

August 14, 2024
Jing-Bin Chiang
Chief Executive Officer
J-Star Holding Co., Ltd.
7/F-1, No. 633, Sec. 2, Taiwan Blvd.
Xitun District, Taichung City 407
Taiwan (R.O.C.)
Re:J-Star Holding Co., Ltd.
Amendment No. 20 to Registration Statement on Form F-1
Filed August 2, 2024
File No. 333-263755
Dear Jing-Bin Chiang:
            We have reviewed your amended registration statement and have the following comment.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our July 9, 2024 letter.
Amendment No. 20 to Registration Statement on Form F-1 filed August 2, 2024
Use of Proceeds, page 49
1.We note your response to prior comment 2. Please disclose whether the amounts allocated
to each purpose will be sufficient to accomplish the intended use or whether you will
require additional funds.  If you will require additional funds, disclose the expected
source, amount and nature of the funding.  For example, while you increased the
percentage allocated to acquiring and investing in a production plant, the actual dollar
amount you intend to devote to that purpose is substantially less than what it was in prior
amendments.

            Please contact Andi Carpenter at 202-551-3645 or Kevin Stertzel at 202-551-3723 if you
have questions regarding comments on the financial statements and related matters. Please

August 14, 2024
Page 2
contact Thomas Jones at 202-551-3602 or Geoffrey Kruczek at 202-551-3641 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:Lawrence S. Venick, Esq.

CORRESP
1
filename1.htm

 August 2,  2024

VIA
EDGAR TRANSMISSION

Securities
and Exchange Commission

Division
of Corporation Finance

Office
of Manufacturing

Washington,
D.C. 20549

    Re:
    J-Star
    Holding Co., Ltd. (the “Company”)

    Amendment
    No. 19 to Registration Statement on Form F-1

    Filed
    June 13, 2024

    File
    No. 333-263755

Dear
SEC Officers,

As
counsel for the Company and on its behalf, this letter is being submitted in response to the letter dated July 9, 2024 from the Securities
and Exchange Commission (the “Commission”) in which the staff of the Commission (the “Staff”) commented
on the above-referenced Registration Statement on Form F-1 (the “Form F-1”). For the Staff’s convenience, the
Staff’s comments have been stated below in their entirety, with the Company’s responses set out immediately underneath those
comments. Please note that all references to page numbers in the responses are references to the page numbers in a revised Form F-1 (the
“Revised F-1”), filed concurrently with the submission of this letter in response to the Staff’s comments.

Amendment
No. 19 to Registration Statement on Form F-1 filed June 13, 2024

Conventions
that Apply to this Prospectus, page 12

1.
Please update the “information and statistics” and industry data and estimates throughout the amendment to account for any
new or updated guidance, such as the data in the Frost & Sullivan report you commissioned, or reconfirm and disclose that there is
no such new or updated guidance, and that the current disclosure is the most up to date. For example, we note the disclosure on page
78 of the amended registration statement filed on June 13, 2024 that “Looking forward, as the pandemic is gradually controlled,
the carbon fiber racket parts industry is expected to recover from 2021” appears to have not been updated. As another example,
we note the disclosure on page 79 of the amended registration statement about the “2021 Physical Activity Council’s Overview
Report on U.S. Participation” released by the Physical Activity Council.

Response:
In response to the Staff’s comment, the Company respectfully submits that the industry data and estimates were amended throughout
the Revised F-1.

Use
of Proceeds, page 50

2.
Please update the disclosure about how you intend to use the net proceeds of this offering and whether the amounts allocated to each
purpose will be sufficient to accomplish the intended use or whether you will require additional funds. In this regard, we note that
the uses and percentages disclosed here remain substantially similar to prior amendments but the total aggregate expected proceeds has
declined substantially. If you will require additional funds, disclose the expected source, amount and nature of the funding.

Response:
In response to the Staff’s comment, the Company respectfully submits that the Company’s target is to expand to the U.S., and thus, the usages and
amount allocated from the net proceeds of the offering is adjusted and amended accordingly on pages 13 and 49 and throughout the Revised
F-1.

Should
you have any questions relating to the foregoing or wish to discuss any aspect of the Company’s filing, please contact me at +852.5600.0188.

    Very
    truly yours,

    /s/
    Lawrence S. Venick

    Lawrence
    S. Venick

July 9, 2024
Jing-Bin Chiang
Chief Executive Officer
J-Star Holding Co., Ltd.
7/F-1, No. 633, Sec. 2, Taiwan Blvd.
Xitun District, Taichung City 407
Taiwan (R.O.C.)
Re:J-Star Holding Co., Ltd.
Amendment No. 19 to Registration Statement on Form F-1
Filed June 13, 2024
File No. 333-263755
Dear Jing-Bin Chiang:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Amendment No. 19 to Registration Statement on Form F-1 filed June 13, 2024
Conventions that Apply to this Prospectus, page 12
1.Please update the "information and statistics" and industry data and estimates throughout
the amendment to account for any new or updated guidance, such as the data in the Frost
& Sullivan report you commissioned, or reconfirm and disclose that there is no such new
or updated guidance, and that the current disclosure is the most up to date. For example,
we note the disclosure on page 78 of the amended registration statement filed on June 13,
2024 that "Looking forward, as the pandemic is gradually controlled, the carbon fiber
racket parts industry is expected to recover from 2021" appears to have not been updated.
As another example, we note the disclosure on page 79 of the amended registration
statement about the "2021 Physical Activity Council's Overview Report on U.S.
Participation" released by the Physical Activity Council.

July 9, 2024
Page 2
Use of Proceeds, page 50
2.Please update the disclosure about how you intend to use the net proceeds of this offering
and whether the amounts allocated to each purpose will be sufficient to accomplish the
intended use or whether you will require additional funds.  In this regard, we note that the
uses and percentages disclosed here remain substantially similar to prior amendments but
the total aggregate expected proceeds has declined substantially.  If you will require
additional funds, disclose the expected source, amount and nature of the funding.

            Please contact Andi Carpenter at 202-551-3645 or Kevin Stertzel at 202-551-3723 if you
have questions regarding comments on the financial statements and related matters. Please
contact Thomas Jones at 202-551-3602 or Geoffrey Kruczek at 202-551-3641 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:Lawrence S. Venick, Esq.

CORRESP
1
filename1.htm

June
13, 2024

VIA
EDGAR TRANSMISSION

Securities
and Exchange Commission

Division
of Corporation Finance

Office
of Manufacturing

Washington,
D.C. 20549

    Re:
    J-Star
    Holding Co., Ltd. (the “Company”)

    Amendment
    No. 18 to Registration Statement on Form F-1

    Filed
    March 4, 2024

    File
    No. 333-263755

Dear
SEC Officers,

As
counsel for the Company and on its behalf, this letter is being submitted in response to the letter dated March 12, 2024 from the Securities
and Exchange Commission (the “Commission”) in which the staff of the Commission (the “Staff”) commented
on the above-referenced Registration Statement on Form F-1 (the “Form F-1”). For the Staff’s convenience, the
Staff’s comments have been stated below in their entirety, with the Company’s responses set out immediately underneath those
comments. Please note that all references to page numbers in the responses are references to the page numbers in a revised Form F-1 (the
“Revised F-1”), filed concurrently with the submission of this letter in response to the Staff’s comments.

Amendment
No. 18 to Registration Statement on Form F-1 filed March 4, 2024

Item
8 Exhibits and Financial Statement Schedules, page II-1

1.
The audited financial statements included in your registration statement are currently older than twelve months. As such, you are required
to either provide updated annual audited financial statements and related disclosures according to Item 4 of Form F-1 and Item 8.A.4
of Form 20-F or, if applicable, provide the representations required by Instruction 2 of Item 8.A.4 of Form 20-F in an exhibit to the
current registration statement. We note you previously provided representations for the year ended December 31, 2022; however, you now
need to provide representations for the year ended December 31, 2023.

Response:
In response to the Staff’s comment, the Company respectfully submit that the audited financial statements are updated to the
years ended December 31, 2023 and 2022 in the Revised F-1.

Should
you have any questions relating to the foregoing or wish to discuss any aspect of the Company’s filing, please contact me at +852.5600.0188.

    Very
    truly yours,

    /s/
    Lawrence S. Venick

    Lawrence
    S. Venick

United States securities and exchange commission logo
March 12, 2024
Jing-Bin Chiang
Chief Executive Officer
J-Star Holding Co., Ltd.
7/F-1, No. 633, Sec. 2, Taiwan Blvd.
Xitun District, Taichung City 407
Taiwan (R.O.C.)
Re:J-Star Holding Co., Ltd.
Amendment No. 18 to Registration Statement on Form F-1
Filed March 4, 2024
File No. 333-263755
Dear Jing-Bin Chiang:
            We have reviewed your amended registration statement and have the following comment.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Amendment No 18 to Registration Statement on Form F-1 filed March 4, 2024
Item 8 Exhibits and Financial Statement Schedules, page II-1
1.The audited financial statements included in your registration statement are currently older
than twelve months.  As such, you are required to either provide updated annual audited
financial statements and related disclosures according to Item 4 of Form F-1 and Item
8.A.4 of Form 20-F or, if applicable, provide the representations required by Instruction 2
of Item 8.A.4 of Form 20-F in an exhibit to the current registration statement.  We note
you previously provided representations for the year ended December 31, 2022; however,
you now need to provide representations for the year ended December 31, 2023.
            Please contact Andi Carpenter at 202-551-3645 or Kevin Stertzel at 202-551-3723 if you
have questions regarding comments on the financial statements and related matters. Please
contact Thomas Jones at 202-551-3602 or Geoffrey Kruczek at 202-551-3641 with any other
questions.

 FirstName LastNameJing-Bin Chiang
 Comapany NameJ-Star Holding Co., Ltd.
 March 12, 2024 Page 2
 FirstName LastName
Jing-Bin Chiang
J-Star Holding Co., Ltd.
March 12, 2024
Page 2
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Lawrence S. Venick, Esq.

CORRESP
1
filename1.htm

January
9, 2024

VIA
EDGAR TRANSMISSION

Securities
and Exchange Commission

Division
of Corporation Finance

Office
of Manufacturing

Washington,
D.C. 20549

    Re:
    J-Star
    Holding Co., Ltd. (the “Company”)

    Amendment
    No. 16 to Registration Statement on Form F-1

    Filed
    December 19, 2023

    File
    No. 333-263755

Dear
SEC Officers,

As
counsel for the Company and on its behalf, this letter is being submitted in response to the letter dated January 4, 2024 from the Securities
and Exchange Commission (the “Commission”) in which the staff of the Commission (the “Staff”) commented
on the above-referenced Registration Statement on Form F-1 (the “Form F-1”). For the Staff’s convenience, the
Staff’s comments have been stated below in their entirety, with the Company’s responses set out immediately underneath those
comments. Please note that all references to page numbers in the responses are references to the page numbers in a revised Form F-1 (the
“Revised F-1”), filed concurrently with the submission of this letter in response to the Staff’s comments.

Amendment
No. 16 to Registration Statement on Form F-1 filed December 19, 2023

Compensation
of Directors and Executive Officers, page 128

1.
Please update your disclosure for the fiscal-year ended December 31, 2023.

Response:
In response to the Staff’s comment, the Company added the relevant disclosure on page 128 of  the Revised F-1.

Related
Party Transactions, page 130

2.
With a view toward current disclosure, please tell us the reasons for the changes in the first paragraph of this section from “the
date of this prospectus” to “June 30, 2023.”

Response: In response to the Staff’s comment,
the Company amended the first paragraph of related party transaction disclosure from “the date of this prospectus” to
“June 30, 2023” with the intent to cover the same period for which our auditor’s interim review report provides negative
assurance which is the six months ended June 30, 2023. However, the Company has accordingly revised back to “the date of this prospectus”
on page 130 of the Revised F-1.

Should
you have any questions relating to the foregoing or wish to discuss any aspect of the Company’s filing, please contact me at +852.5600.0188.

    Very
    truly yours,

    /s/
    Lawrence S. Venick

    Lawrence
    S. Venick

United States securities and exchange commission logo
January 4, 2024
Jing-Bin Chiang
Chief Executive Officer
J-Star Holding Co., Ltd.
7/F-1, No. 633, Sec. 2, Taiwan Blvd.
Xitun District, Taichung City 407
Taiwan (R.O.C.)
Re:J-Star Holding Co., Ltd.
Amendment No. 16 to Registration Statement on Form F-1
Filed December 19, 2023
File No. 333-263755
Dear Jing-Bin Chiang:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Amendment No. 16 to Registration Statement on Form F-1 filed December 19, 2023
Compensation of Directors and Executive Officers, page 128
1.Please update your disclosure for the fiscal-year ended December 31, 2023.
Related Party Transactions, page 130
2.With a view toward current disclosure, please tell us the reasons for the changes in the
first paragraph of this section from "the date of this prospectus" to "June 30, 2023."
            Please contact Andi Carpenter at 202-551-3645 or Kevin Stertzel at 202-551-3723 if you
have questions regarding comments on the financial statements and related matters. Please
contact Thomas Jones at 202-551-3602 or Geoffrey Kruczek at 202-551-3641 with any other
questions.

 FirstName LastNameJing-Bin Chiang
 Comapany NameJ-Star Holding Co., Ltd.
 January 4, 2024 Page 2
 FirstName LastName
Jing-Bin Chiang
J-Star Holding Co., Ltd.
January 4, 2024
Page 2
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Lawrence S. Venick, Esq.

CORRESP
1
filename1.htm

September
26, 2023

VIA
EDGAR TRANSMISSION

Securities
and Exchange Commission

Division
of Corporation Finance

Office
of Manufacturing

Washington,
D.C. 20549

    Re:
    J-Star
    Holding Co., Ltd. (the “Company”)

    Amendment
    No. 14 to Registration Statement on Form F-1

    Filed
    September 19, 2023

    File
    No. 333-263755

Dear
SEC Officers,

As
counsel for the Company and on its behalf, this letter is being submitted in response to the letter dated September 25, 2023 from the
Securities and Exchange Commission (the “Commission”) in which the staff of the Commission (the “Staff”)
commented on the above-referenced Registration Statement on Form F-1 (the “Form F-1”). For the Staff’s convenience,
the Staff’s comments have been stated below in their entirety, with the Company’s responses set out immediately underneath
those comments. Please note that all references to page numbers in the responses are references to the page numbers in a revised Form
F-1 (the “Revised F-1”), filed concurrently with the submission of this letter in response to the Staff’s comments.

Amendment
No. 14 to Registration Statement on Form F-1 filed September 19, 2023

General

1.
You indicate on page 7 that you are not required to obtain approval or clearance from the CSRC “According to the legal opinions
issued by [y]our PRC counsel, L&L-Leaven, Attorneys-at-Law.” Please revise your disclosure to clarify whether you are relying
on an opinion of counsel in determining that you are not required to obtain approval or clearance from the CSRC. Please make similar
revisions elsewhere that you discuss approval by the CSRC, such as your risk factors and cover page.”

Response:
In response to the Staff’s comment, the Company has revised the relevant disclosure on the cover page, pages 7, 17 and 116 of the
Revised F-1.

Should
you have any questions relating to the foregoing or wish to discuss any aspect of the Company’s filing, please contact me at +852.5600.0188.

    Very
    truly yours,

    /s/
    Lawrence S. Venick

    Lawrence
    S. Venick

United States securities and exchange commission logo
September 25, 2023
Jing-Bin Chiang
Chief Executive Officer
J-Star Holding Co., Ltd.
7/F-1, No. 633, Sec. 2, Taiwan Blvd.
Xitun District, Taichung City 407
Taiwan (R.O.C.)
Re:J-Star Holding Co., Ltd.
Amendment No. 14 to Registration Statement on Form F-1
Filed September 19, 2023
File No. 333-263755
Dear Jing-Bin Chiang:
            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. 14 to Registration Statement on Form F-1 filed September 19, 2023
General
1.You indicate on page 7 that you are not required to obtain approval or clearance from the
CSRC "According to the legal opinions issued by [y]our PRC counsel, L&L-Leaven,
Attorneys-at-Law." Please revise your disclosure to clarify whether you are relying on an
opinion of counsel in determining that you are not required to obtain approval or clearance
from the CSRC. Please make similar revisions elsewhere that you discuss approval by the
CSRC, such as your risk factors and cover page.

            You may contact Andi Carpenter, Staff Accountant, at 202-551-3645 or Kevin Stertzel,
Senior Accountant, at 202-551-3723 if you have questions regarding comments on the financial

 FirstName LastNameJing-Bin Chiang
 Comapany NameJ-Star Holding Co., Ltd.
 September 25, 2023 Page 2
 FirstName LastName
Jing-Bin Chiang
J-Star Holding Co., Ltd.
September 25, 2023
Page 2
statements and related matters. Please contact Thomas Jones, Staff Attorney, at 202-551-3602 or
Geoff Kruczek, Senior Attorney, at 202-551-3641 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Lawrence S. Venick, Esq.

CORRESP
1
filename1.htm

July
7, 2023

VIA
EDGAR TRANSMISSION

Securities
and Exchange Commission

Division
of Corporation Finance

Office
of Manufacturing

Washington,
D.C. 20549

    Re:
    J-Star
    Holding Co., Ltd. (the “Company”)

    Amendment
    No. 10 to Registration Statement on Form F-1

    Filed
    May 24, 2023

    File
    No. 333-263755

Dear
SEC Officers,

As
counsel for the Company and on its behalf, this letter is being submitted in response to the verbal correspondence dated June 30, 2023
from the Securities and Exchange Commission (the “Commission”) in which the staff of the Commission (the “Staff”)
commented on the above-referenced Registration Statement on Form F-1 (the “Form F-1”). For the Staff’s convenience,
the Staff’s comments have been stated below in their entirety, with the Company’s responses set out immediately underneath
those comments. Please note that all references to page numbers in the responses are references to the page numbers in a revised Form
F-1 (the “Revised F-1”), filed concurrently with the submission of this letter in response to the Staff’s comments.

Amendment
No. 11 to Registration Statement on Form F-1 filed June 14, 2023

General

1.
In response to the Staff’s verbal comment with respect to updating the relevant disclosures throughout the Form F-1, the Company
has revised and updated the relevant disclosures to the extent possible in the Revised F-1 and also updated exhibits 5.1 to 5.4 and 23.6.

2.
In response to the Staff’s comment with respect to including the Inflation Reduction Act in the Form F-1, the Company has included
the relevant disclosures in the “Regulations” section on page 120 in the Revised F-1.

Should
you have any questions relating to the foregoing or wish to discuss any aspect of the Company’s filing, please contact me at +852.5600.0188.

    Very
    truly yours,

    /s/
    Lawrence S. Venick

    Lawrence
    S. Venick

CORRESP
1
filename1.htm

June
14, 2023

VIA
EDGAR TRANSMISSION

Securities
and Exchange Commission

Division
of Corporation Finance

Office
of Manufacturing

Washington,
D.C. 20549

    Re:
    J-Star
    Holding Co., Ltd. (the “Company”)

    Amendment
    No. 10 to Registration Statement on Form F-1

    Filed
    May 24, 2023

    File
    No. 333-263755

Dear
SEC Officers,

As
counsel for the Company and on its behalf, this letter is being submitted in response to the letter dated June 12, 2023 from the Securities
and Exchange Commission (the “Commission”) in which the staff of the Commission (the “Staff”) commented
on the above-referenced Registration Statement on Form F-1 (the “Form F-1”). For the Staff’s convenience, the
Staff’s comments have been stated below in their entirety, with the Company’s responses set out immediately underneath those
comments. Please note that all references to page numbers in the responses are references to the page numbers in a revised Form F-1 (the
“Revised F-1”), filed concurrently with the submission of this letter in response to the Staff’s comments.

Amendment
No. 10 to Registration Statement on Form F-1 filed May 24, 2023

Unaudited
Pro Forma Consolidated Balance Sheet, page 57

1.
Refer to our prior comment number five. It appears the total adjustment to Accumulated Deficit should equal the Profit (Loss) after Income
Tax under the Adjustments column on page 58. Please explain why they are not equal or alternatively, modify your presentation accordingly.

Response: In response to the Staff’s
comment, the Company respectfully advises the Staff that we have applied different dates in preparing the unaudited pro forma condensed
consolidated balance sheet and the unaudited pro forma consolidated statement of comprehensive income. The unaudited pro forma condensed
consolidated balance sheet as of December 31, 2022 has been prepared assuming that Disposition was consummated on December 31, 2022 while
the unaudited pro forma consolidated statement of comprehensive income has been prepared based on the assumption that the Disposition
was consummated on January 1, 2022. The pro forma shareholders equity included in the balance sheet as of 12/31/2022 has been adjusted
by ($66,670) to reflect the net loss on disposal based on carrying values as of 12/31/22 as if the disposition occurred on 12/31/22.

The unaudited pro forma condensed
statement of comprehensive income for the year ended 12/31/22 has been adjusted to reflect that same net loss on disposal of ($66,670)
as if the disposition had occurred on 1/1/22 together with (i) the elimination of historical activity within those disposed entities
for the year-ended 12/31/22 offset by (ii) the company’s 19.5% share of the results of those disposed of entities for the year-ended
12/31/22 assuming that those interests had been accounted for under the equity method of accounting for the year ended 12/31/22. The
company therefore believes that the aforementioned adjustments (i) and (ii) represent appropriate differences between the total adjustment
to Accumulated deficit as of 12/31/22 and the amount of Profit (Loss) after Income Tax under the Adjustments column for the year ended
12/31/22.

The following table compares the pro
forma adjustments made in the unaudited pro forma consolidated statement of comprehensive income and how these amounts are reflected
in the unaudited pro forma condensed consolidated balance sheet:

    Balance sheet

 as of

                                                                                December 31, 2022

    Statement of

                                                                                 comprehensive

                                                                                 income for
the

                                                                                 year ended

                                                                                December 31, 2022

    Losses on disposal of 80.5% equity interests in Dongguan YMA and Dongguan Forwell
    $ (195,782 )
    $ (195,782 )

    Losses on fair value remeasurement of the remaining 19.5% equity interests of Dongguan YMA and Dongguan Forwell
      (153,520 )
      (153,520 )

    Gains on realizing cumulative  translation differences of foreign operations under other equity interest
      298,632
      298,632

    Transaction expenses incurred relating to the disposal
      (16,000 )
      (16,000 )

    Elimination of historical operating results of Dongguan YMA and Dongguan Forwell for the year ended December 31, 2022, partially offset of recognition of 19.5% of equity interest retained in Dongguan YMA and Dongguan Forwell assuming the Disposition was completed on January 1, 2022
      -
      (402,120 )

    Total amounts
    $ (66,670 )
    $ (468,790 )

Note : The total amount of Balance
sheet column of (66,670) equals to the adjustments column of Accumulated Deficit in the unaudited pro forma condensed consolidated balance
sheet and the total amount of Statements of comprehensive income column equals to the adjustments column of Profit (Loss) after income
tax in the unaudited pro forma consolidated statements of comprehensive income.

Notes
to Unaudited Pro Forma Consolidated Financial Statements

Pro
Forma Adjustment (c), page 59

2.
We note that the adjustment (c) in Other Equity Interest, exceeded the Other Equity Interest balance as of December 31, 2022, on page
57. Regarding your pro forma adjustments (c) and (l), please explain to us your adjustments and whether your adjustments are consistent
with paragraphs 23, 32 and 48 of IAS 21.

Response: In response to the Staff’s comment,
the Company respectfully advises the Staff that the historical amount of Other Equity Interest amounted to $198,575 represents the net
cumulative translation adjustment gains on financial statements translation differences of foreign operations under other equity interest
of all foreign operations before the Disposition was consummated, and the adjustment (c) in Other Equity Interest amounted to $298,632
represents only the gains on financial statements translation differences of foreign operations under other equity interest of Dongguan
YMA and Dongguan Forwell as of December 31, 2022. The pro forma amount remained in Other Equity Interest amounted to ($100,057) represents
the losses on financial statements translation differences of other foreign operations not disposed as of December 31, 2022.

The Company also respectfully advises the
Staff that in accordance with paragraphs 23 and 28 of IAS 21, the exchange differences arising from our monetary items were recognised
in profit or loss in the individual financial statements of all the foreign operations including Dongguan YMA and Dongguan Forwell. Adjustment
(l) under Other gains (loss) of the pro forma consolidated statement of comprehensive income in the amount of $737,588 represents the
exchange differences arising from monetary items recognized by Dongguan YMA and Dongguan Forwell in accordance with paragraphs 23 and
28 of IAS 21 for the year ended December 31, 2022. Such amount has been adjusted based on the assumption that the Disposition was consummated
on January 1, 2022. Also, upon
disposal of Dongguan YMA and Dongguan Forwell, the cumulative amount of the gains on exchange differences relating to Dongguan YMA and
Dongguan Forwell as previously recognised in other comprehensive income and accumulated in the separate component of equity amounted to
$298,632, has been reclassified from equity to profit or loss (as a reclassification adjustment) in accordance with paragraphs 32 and
48 of IAS 21 when the gain or loss on disposal is recognised. These adjustments have been reflected in both adjustments (c) and (l) and
we respectfully advises the Staff that our adjustments are consistent with paragraphs 23, 32 and 48 of IAS 21.

General

3.
Please tell us why the disclosure about the opinion on the cover page and the information in Item (2) on page 3 of Exhibit 5.3 that the
Offering “does not constitute an indirect overseas offering and listing by PRC domestic companies” and that the Company is
“not required to complete the filing procedures” is not consistent with the information on page 14 of Exhibit 5.3 that “we
are of the opinion that, from a substantive standpoint, this offering and listing of securities by J-Star is unlikely to be deemed as
an indirect overseas offering and listing by a domestic company.”

Response: In response to the Staff’s comment,
the Company has filed an updated opinion of L&L-Leaven as exhibit 5.3 in the Revised F-1.

Should
you have any questions relating to the foregoing or wish to discuss any aspect of the Company’s filing, please contact me at +852.5600.0188.

    Very
    truly yours,

    /s/
    Lawrence S. Venick

    Lawrence
    S. Venick

United States securities and exchange commission logo
June 12, 2023
Jing-Bin Chiang
Chief Executive Officer
J-Star Holding Co., Ltd.
7/F-1, No. 633, Sec. 2, Taiwan Blvd.
Xitun District, Taichung City 407
Taiwan (R.O.C.)
Re:J-Star Holding Co., Ltd.
Amendment No. 10 to Registration Statement on Form F-1
Filed May 24, 2023
File No. 333-263755
Dear Jing-Bin Chiang:
            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 17, 2023 letter.
Amendment No. 10 to Registration Statement on Form F-1 filed May 24, 2023
Unaudited Pro Forma Consolidated Balance Sheet, page 57
1.Refer to our prior comment number five.  It appears the total adjustment to Accumulated
Deficit should equal the Profit (Loss) after Income Tax under the Adjustments column on
page 58.  Please explain why they are not equal or alternatively, modify your presentation
accordingly.

 FirstName LastNameJing-Bin Chiang
 Comapany NameJ-Star Holding Co., Ltd.
 June 12, 2023 Page 2
 FirstName LastName
Jing-Bin Chiang
J-Star Holding Co., Ltd.
June 12, 2023
Page 2
Notes to Unaudited Pro Forma Consolidated Financial Statements
Pro Forma Adjustment (c), page 59
2.We note that the adjustment (c) in Other Equity Interest, exceeded the Other Equity
Interest balance as of December 31, 2022, on page 57.  Regarding your pro forma
adjustments (c) and (l), please explain to us your adjustments and whether your
adjustments are consistent with paragraphs 23, 32 and 48 of IAS 21.
General
3.Please tell us why the disclosure about the opinion on the cover page and the information
in Item (2) on page 3 of Exhibit 5.3 that the Offering "does not constitute an indirect
overseas offering and listing by PRC domestic companies” and that the Company is "not
required to complete the filing procedures" is not consistent with the information on page
14 of Exhibit 5.3 that  "we are of the opinion that, from a substantive standpoint, this
offering and listing of securities by J-Star is unlikely to be deemed as an indirect overseas
offering and listing by a domestic company."
            You may contact Andi Carpenter, Staff Accountant, at 202-551-3645 or Kevin Stertzel,
Senior Accountant, at 202-551-3723 if you have questions regarding comments on the financial
statements and related matters.  Please contact Thomas Jones, Staff Attorney, at 202-551-3602 or
Geoff Kruczek, Senior Attorney, at 202-551-3641 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Lawrence S. Venick, Esq.

CORRESP
1
filename1.htm

May
23, 2023

VIA
EDGAR TRANSMISSION

Securities
and Exchange Commission

Division
of Corporation Finance

Office
of Manufacturing

Washington,
D.C. 20549

    Re:
    J-Star
    Holding Co., Ltd. (the “Company”)

    Amendment
    No. 9 to Registration Statement on Form F-1

    Filed
May 4, 2023

    File
No. 333-263755

Dear
SEC Officers,

As
counsel for the Company and on its behalf, this letter is being submitted in response to the letter dated May 17, 2023 from the
Securities and Exchange Commission (the “Commission”) in which the staff of the Commission (the “Staff”)
commented on the above-referenced Registration Statement on Form F-1 (the “Form F-1”). For the Staff’s convenience,
the Staff’s comments have been stated below in their entirety, with the Company’s responses set out immediately underneath
those comments. Please note that all references to page numbers in the responses are references to the page numbers in a revised Form
F-1 (the “Revised F-1”), filed concurrently with the submission of this letter in response to the Staff’s comments.

Amendment
No. 9 to Registration Statement on Form F-1 filed May 4, 2023

Cover
Page

1.
Please reconcile the disclosure on the cover page that “the Company’s majority business activities are neither carried out
in Mainland China, nor is its main place of business located in Mainland China” with the disclosure: (1) on page 4 that “Currently,
part of our operations are based in the PRC;” (2) on page 27 that “we conduct substantially all of our operations in Taiwan
and PRC;” and (3) the disclosure on page 47 that “Substantially all of our current operations are conducted in Taiwan and/or
PRC.”

Response:
In response to the Staff’s comment, the Company has revised to restore the previously deleted disclosure on the cover page, pages
7, 17 and 116 of the Revised F-1. We have also clarified the time period with respect to “substantially all” or “part”
of our operations in the PRC on pages 4, 27, and 47 of the Revised F-1.

2.
Please revise to restore the disclosure you deleted from the cover page regarding the process, requirements and risks related to the
Trial Measures.

Response:
In response to the Staff’s comment, the Company has revised to restore the previously deleted disclosure on the cover page of the
Revised F-1.

We
rely on lines of credit from bank loans to fund our business operations, page 29

3.
We note the new disclosure in this risk factor about key personnel “providing guarantees on the loans over the next twelve months.”
Please tell us where you have filed as exhibits the guarantees from key management personnel.

Response:
In response to the Staff’s comment, the Company respectfully advises the Staff that it is the common practice in the Taiwan
banking industry that any borrowings from banks will be personally guaranteed by the chairman of a company. Mr. Jing-Bin Chiang,
the Chairman, Chief Executive Officer and Director of our Group, is requested by all banks to provide such a guarantee. The
Company respectfully advises the Staff that the guarantees from Mr. Jing-Bin Chiang are filed as exhibits 10.5
to 10.10 of the Revised F-1.

Unaudited
Pro Forma Financial Information

Unaudited
Pro Forma Consolidated Statements of Comprehensive Income, page 58

4.
We note you do not include a pro forma adjustment for any transaction expenses incurred relating to your disposal transaction. Please
confirm no such expenses were incurred or otherwise modify your pro forma presentation accordingly.

Response:
In response to the Staff’s comment, the Company respectfully advises the Staff that we have revised the relevant disclosure on
adjustment (c) and (l) of pages 59 and 60 of the Revised F-1 to include transaction expenses incurred relating to the disposal
transaction.

Adjustment
(c), page 59

5.
Please address the following:

  ● Tell
                                            us and disclose how you calculate the adjustment of $(50,670) to Accumulated Deficit.

  ● Tell
                                            us where you recorded the net profit (loss) after income tax under the Adjustment column
                                            from page 58.

 ● The
                                            sum of the historical and adjustment amounts for Accumulated Deficit do not total to your
                                            pro forma Accumulated Deficit. Please revise your presentation accordingly.

Response:
In response to the Staff’s comment bullet point 1, the Company respectfully advises the Staff that the total adjustment to Accumulated
Deficit of ($50,670) from page 57 of the Form F-1 is comprised of the losses in item (i) of Adjustment (c) of $195,782, the losses
in item (ii) of Adjustment (c) of $153,520, and the gains in item (iii) of Adjustment (c) of $298,632. Further, after including transaction
expenses incurred relating to the disposal transaction of $16,000, the total adjustment to Accumulated Deficit in the Revised F-1
is ($66,670). We have added the relevant disclosure on Adjustment (c) of page 59 of the Revised F-1.

In response to the Staff’s comment bullet
point 2, the Company respectfully advises the Staff that the net profit (loss) after income tax of ($468,790) from page 58 of
the Revised F-1 represents both the operating results of Dongguan YMA and Dongguan Forwell for the year ended December 31, 2022
amounting to ($402,120) and the net losses recognized following the disposals of 80.5% equity interests of Dongguan YMA and Dongguan
Forwell amounting to ($66,670). The total adjustment to Accumulated Deficit of (66,670) from page 57 of the Revised F-1 only represents
the net losses recognized following the disposals of 80.5% equity interests of Dongguan YMA and Dongguan Forwell.

In
response to the Staff’s comment bullet point 3, the Company respectfully advises the Staff that we have revised the amounts for
pro forma Accumulated Deficit accordingly.

Adjustment
(l), page 60

6.
Please address the following:

  ● We
                                            note from Adjustment (c) that the losses on disposal of 80.5% equity interests amounted to
                                            $195,782 calculated by deducting the total consideration after net, discounted to net present
                                            value, by net assets of 80.5% of Dongguan YMA and Dongguan Forwell; (ii) losses on fair value
                                            re-measurement of 19.5% remaining interests amounted to US$153,520 calculated by fair value
                                            re-measurement of 19.5% remaining interests deducting net assets of 80.5% of Dongguan YMA
                                            and Dongguan Forwell. As such, the total amount of the loss related to the disposal appears
                                            to equal $349,302. Therefore, it further appears that the total amount of adjustment (l)
                                            should be $1,086,890. Please revise your adjustment or otherwise explain how you arrived
                                            at the amount presented.

 ● Please
                                            consider disclosing the calculation of each loss related to the disposal of Dongguan YMA
                                            and Dongguan Forwell in a tabular format, to facilitate investor understanding.

Response: In response to the Staff’s comment
bullet point 1, the Company respectfully advises the Staff that the total amount of Adjustment (l) should be $804,258 which is
comprised of the elimination of other gains generated from foreign exchange gains amounted to $737,588, the losses
on disposal of 80.5% equity interests amounted to $195,782, the losses on fair value remeasurement of 19.5% remaining interests amounted
to $153,520, the gains on realizing financial statements translation differences of foreign operations under other equity interest after
disposing 80.5% equity interests of Dongguan YMA and Dongguan Forwell amounted to $298,632, and the transaction expenses incurred relating
to the disposal amounted to $16,000.

In
response to the Staff’s comment bullet point 2, the Company respectfully advises the Staff that we have added the relevant disclosure
on adjustment (c) of page 59 of the Revised F-1 to disclose the calculation of each loss related to the disposal
of Dongguan YMA and Dongguan Forwell in a tabular format.

Exhibits

7.
We note the new disclosure throughout your amendment about the legal opinion issued by your PRC counsel, L&L-Leaven regarding the
disposal of equity interests in April 2023. Please file as an exhibit an updated opinion of counsel. In this regard, we note that the
opinion of L&L-Leaven filed as exhibit 5.3 is dated February 8, 2023.

Response:
In response to the Staff’s comment, the Company has filed an updated opinion of L&L-Leaven as exhibit 5.3 in the Revised
F-1.

8.
Numerous exhibits you filed with this amendment contain blanks. Please file final, completed exhibits.

Response:
In response to the Staff’s comment, the Company has refiled updated completed exhibits under exhibits 10.18 to 10.25 in the
Revised F-1. However, the Company has left blank certain personal information such as bank account names, bank account numbers, and
personal identification numbers. Further, with respect to the updated exhibits 10.1 to 10.10 that were filed with the Revised
F-1, the Company advises the Staff that the contractual banks use a template format banking document, and thus, it is expected to have
blanks on information that are not applicable to the Company.

General

9.
We note the disposal of shares to three individuals who are former employees. Please tell us the last date of their employment.

Response:
In response to the Staff’s comment, the Company respectfully advises the Staff that last date of employment with the Group for
each of Zhang Tao, Zhao Jialin, and Hu Jianfeng is April 1, 2023.

Should
you have any questions relating to the foregoing or wish to discuss any aspect of the Company’s filing, please contact me at +852.5600.0188.

    Very
    truly yours,

    /s/
    Lawrence S. Venick

    Lawrence
    S. Venick

United States securities and exchange commission logo
May 17, 2023
Jing-Bin Chiang
Chief Executive Officer
J-Star Holding Co., Ltd.
7/F-1, No. 633, Sec. 2, Taiwan Blvd.
Xitun District, Taichung City 407
Taiwan (R.O.C.)
Re:J-Star Holding Co., Ltd.
Amendment No. 9 to Registration Statement on Form F-1
Filed May 4, 2023
File No. 333-263755
Dear Jing-Bin Chiang:
            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. 9 to Registration Statement on Form F-1 filed May 4, 2023
Cover Page
1.Please reconcile the disclosure on the cover page that "the Company’s majority business
activities are neither carried out in Mainland China, nor is its main place of business
located in Mainland China" with the disclosure: (1) on page 4 that "Currently, part of our
operations are based in the PRC;" (2) on page 27 that "we conduct substantially all of our
operations in Taiwan and PRC;" and (3) the disclosure on page 47 that "Substantially all
of our current operations are conducted in Taiwan and/or PRC."
2.Please revise to restore the disclosure you deleted from the cover page regarding the
process, requirements and risks related to the Trial Measures.

 FirstName LastNameJing-Bin Chiang
 Comapany NameJ-Star Holding Co., Ltd.
 May 17, 2023 Page 2
 FirstName LastNameJing-Bin Chiang
J-Star Holding Co., Ltd.
May 17, 2023
Page 2
We rely on lines of credit from bank loans to fund our business operations, page 29
3.We note the new disclosure in this risk factor about key personnel "providing guarantees
on the loans over the next twelve months."  Please tell us where you have filed as exhibits
the guarantees from key management personnel.

Unaudited Pro Forma Financial Information
Unaudited Pro Forma Consolidated Statements of Comprehensive Income, page 58
4.We note you do not include a pro forma adjustment for any transaction expenses incurred
relating to your disposal transaction.   Please confirm no such expenses were incurred or
otherwise modify your pro forma presentation accordingly.
Adjustment (c), page 59
5.Please address the following:
•Tell us and disclose how you calculate the adjustment of $(50,670) to Accumulated
Deficit.
•Tell us where you recorded the net profit (loss) after income tax under the
Adjustment column from page 58.
•The sum of the historical and adjustment amounts for Accumulated Deficit do not
total to your pro forma Accumulated Deficit.   Please revise your presentation
accordingly.
Adjustment (l), page 60
6.Please address the following:
•We note from Adjustment (c) that the losses on disposal of 80.5% equity interests
amounted to $195,782 calculated by deducting the total consideration after net,
discounted to net present value, by net assets of 80.5% of Dongguan YMA and
Dongguan Forwell; (ii) losses on fair value re-measurement of 19.5% remaining
interests amounted to US$153,520 calculated by fair value re-measurement of 19.5%
remaining interests deducting net assets of 80.5% of Dongguan YMA and Dongguan
Forwell.  As such, the total amount of the loss related to the disposal appears to equal
$349,302. Therefore, it further appears that the total amount of adjustment (l) should
be $1,086,890.  Please revise your adjustment or otherwise explain how you arrived
at the amount presented.
•Please consider disclosing the calculation of each loss related to the disposal of
Dongguan YMA and Dongguan Forwell in a tabular format, to facilitate investor
understanding.
Exhibits
7.We note the new disclosure throughout your amendment about the legal opinion issued by
your PRC counsel, L&L-Leaven regarding the disposal of equity interests in April 2023.

 FirstName LastNameJing-Bin Chiang
 Comapany NameJ-Star Holding Co., Ltd.
 May 17, 2023 Page 3
 FirstName LastName
Jing-Bin Chiang
J-Star Holding Co., Ltd.
May 17, 2023
Page 3
Please file as an exhibit an updated opinion of counsel.  In this regard, we note that the
opinion of L&L-Leaven filed as exhibit 5.3 is dated February 8, 2023.
8.Numerous exhibits you filed with this amendment contain blanks.  Please file final,
completed exhibits.
General
9.We note the disposal of shares to three individuals who are former employees.  Please tell
us the last date of their employment.
            You may contact Andi Carpenter, Staff Accountant, at 202-551-3645 or Kevin Stertzel,
Senior Accountant, at 202-551-3723 if you have questions regarding comments on the financial
statements and related matters.  Please contact Thomas Jones, Staff Attorney, at 202-551-3602 or
Geoff Kruczek, Senior Attorney, at 202-551-3641 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Lawrence S. Venick, Esq.

CORRESP
1
filename1.htm

July
13, 2022

VIA
EDGAR TRANSMISSION

Securities
and Exchange Commission

Division
of Corporation Finance

Office
of Manufacturing

Washington,
D.C. 20549

    Re:
    J-Star
    Holding Co., Ltd. (the “Company”)

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

Filed
June 14, 2022

File
No. 333-263755

Dear
SEC Officers,

As
counsel for the Company and on its behalf, this letter is being submitted in response to the letter dated June 29, 2022 from the Securities
and Exchange Commission (the “Commission”) in which the staff of the Commission (the “Staff”) commented
on the above-referenced Registration Statement on Form F-1 (the “Form F-1”). For the Staff’s convenience, the
Staff’s comments have been stated below in their entirety, with the Company’s responses set out immediately underneath those
comments. Please note that all references to page numbers in the responses are references to the page numbers in a revised Form F-1 (the
“Revised F-1”), filed concurrently with the submission of this letter in response to the Staff’s comments.

Amendment
No. 2 to Registration Statement on Form F-1 filed June 14, 2022

Exhibits

    1.
    Please
    have Ogier and Lee and Li revise their opinions filed as exhibits 5.1 and 5.4, respectively, to consent to the reference to their
    firms under the heading “Taxation.”

Response:
We respectfully advise the Staff that the Cayman counsel and Taiwan counsel have revised their respective opinion in exhibit 5.1 and
exhibit 5.4 accordingly.

    2.
    We
    note your reference on page 135 to matters of U.S. tax law discussed in the Taxation section are the opinion of Loeb & Loeb LLP.
    Please file as an exhibit the opinion of Loeb & Loeb LLP.

Response:
The opinion language on page 135 regarding matters of U.S. tax law discussed in the Taxation section was included inadvertently.
Opinions on matters of U.S. tax law are not customarily provided with Forms F-1. We have therefore revised the filing to reflect the
intended language.

    3.
    We
    note the reference in the first paragraph of Exhibit 5.3 to the exclusion of “the Hong Kong Special Administrative Region,
    Macao Special Administrative Region and Taiwan region.” Please tell us why this exclusion is necessary and appropriate.

Response:
We respectfully advise the Staff that each of the Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan
region adopts separate legal system from other regions of China, and the PRC counsel’s qualification for practicing law does not
include the laws of Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan region.

     4.
    In
    Exhibit 5.3, please have counsel revise paragraph (5) of the “Opinions” section that the disclosures “constitute
    true and accurate descriptions” to state that the disclosures represent counsel’s opinion.

Response:
We respectfully advise the Staff that the PRC counsel have revised their respective opinion in exhibit 5.3.

Please
contact the undersigned at +852 3923 1188 if you have any questions with respect to the responses contained in this letter.

Sincerely,

    /s/
    Lawrence S. Venick

    Lawrence S. Venick

    Direct Dial: +852.3923.1188

    Email: lvenick@loeb.com

    2

United States securities and exchange commission logo
June 29, 2022
Jing-Bin Chiang
Chief Executive Officer
J-Star Holding Co., Ltd.
7/F-1, No. 633, Sec. 2, Taiwan Blvd.
Xitun District, Taichung City 407
Taiwan (R.O.C.)
Re:J-Star Holding Co., Ltd.
Amendment No. 2 to Registration Statement on Form F-1
Filed June 14, 2022
File No. 333-263755
Dear Mr. Chiang:
            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. 2 to Registration Statement on Form F-1 filed June 14, 2022
Exhibits
1.Please have Ogier and Lee and Li revise their opinions filed as exhibits 5.1 and 5.4,
respectively, to consent to the reference to their firms under the heading "Taxation."
2.We note your reference on page 135 to matters of U.S. tax law discussed in the Taxation
section are the opinion of Loeb & Loeb LLP.  Please file as an exhibit the opinion of Loeb
& Loeb LLP.
3.We note the reference in the first paragraph of Exhibit 5.3 to the exclusion of "the Hong
Kong Special Administrative Region, Macao Special Administrative Region and Taiwan
region." Please tell us why this exclusion is necessary and appropriate.

 FirstName LastNameJing-Bin Chiang
 Comapany NameJ-Star Holding Co., Ltd.
 June 29, 2022 Page 2
 FirstName LastName
Jing-Bin Chiang
J-Star Holding Co., Ltd.
June 29, 2022
Page 2

4.In Exhibit 5.3, please have counsel revise paragraph (5) of the "Opinions" section that the
disclosures "constitute true and accurate descriptions" to state that the disclosures
represent counsel's opinion.
            You may contact Andi Carpenter, Staff Accountant, at 202-551-3645 or Kevin Stertzel,
Senior Accountant, at 202-551-3723 if you have questions regarding comments on the financial
statements and related matters.  Please contact Thomas Jones, Staff Attorney, at 202-551-3602 or
Geoff Kruczek, Senior Attorney, at 202-551-3641 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Lawrence S. Venick, Esq.

CORRESP
1
filename1.htm

June
14, 2022

VIA
EDGAR TRANSMISSION

Securities
and Exchange Commission

Division
of Corporation Finance

Office
of Manufacturing

Washington,
D.C. 20549

  Re:
  J-Star
  Holding Co., Ltd. (the “Company”)

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

Filed
May 26, 2022

File
No. 333-263755

Dear
SEC Officers,

As
counsel for the Company and on its behalf, this letter is being submitted in response to the letter dated June 9, 2022 from the Securities
and Exchange Commission (the “Commission”) in which the staff of the Commission (the “Staff”) commented
on the above-referenced Registration Statement on Form F-1 (the “Form F-1”). For the Staff’s convenience, the
Staff’s comments have been stated below in their entirety, with the Company’s responses set out immediately underneath those
comments. Please note that all references to page numbers in the responses are references to the page numbers in a revised Form F-1 (the
“Revised F-1”), filed concurrently with the submission of this letter in response to the Staff’s comments.

Amendment
No. 1 to Registration Statement on Form F-1 filed May 26, 2022

General

1. Please
                                            revise your filing, as applicable, to provide disclosure related to the direct or indirect
                                            impact that Russia’s invasion of Ukraine and the international response have had or
                                            may have on your business. For additional guidance, please see the Division of Corporation
                                            Finance’s Sample Letter to Companies Regarding Disclosures Pertaining to Russia’s
                                            Invasion of Ukraine and Related Supply Chain Issues, issued by the staff in May 2022.

Response:
We respectfully advise the Staff that as at the date of this response letter, to the best knowledge of the Company, we do not have any
direct business or contracts with any Russian entity, and we do not have any knowledge whether any our customers have any direct business
or contracts with any Russian entity. We have added the relevant disclosures on pages  33, 36, 39, and 99 of the Revised
F-1.

Prospectus
Summary, page 2

2. You
                                            state that references to the “PRC” or “China” refer to the “People’s
                                            Republic of China, excluding for the purposes of this prospectus only, Taiwan, Hong Kong
                                            and Macau.” Revise the definition of the PRC or China to include Hong Kong and Macau
                                            and revise the disclosure throughout your amendment accordingly.    If you
                                            do not revise the definition of the PRC or China, ensure that disclosure regarding Hong Kong
                                            throughout the amendment addresses the sample letter to China-based companies available on
                                            our website.

Response:
We respectfully advise the Staff that we have revised the relevant disclosure on page 2 of the Revised F-1 and other parts of the
Revised F-1.

PRC
Approvals, page 6

3. We
                                            note your response to prior comment 6. Regarding the disclosure on page 6 about the CSRC
                                            and the reference to “except as disclosed in the registration statement” on page
                                            3 of exhibit 5.3 concerning the CSRC, please tell us with specificity where the exceptions
                                            are disclosed in the registration statement.

Response:
We respectfully advise the Staff that L&L-Leaven has amended their opinion with respect to certain PRC Legal Matters and have re-filed
exhibit 5.3.

Organizational
Structure and Cash Flow, page 8

4. We
                                            note your response to prior comment 4. Please tell us why the disclosure on page 8 of this
                                            amendment refers to an aggregate intra-group cash flow of:

 ● $12,524,842
                                            from TW YMA to Dongguan YMA for the year ended December 31, 2020 whereas the disclosure
                                            on page 8 of your Form F-1 filed on March 21, 2022 referred to an aggregate intra-group cash
                                            flow of $12,524,842 from Dongguan YMA to TW YMA for the year ended December 31, 2020;

 ● $5,931,855
                                            from TW YMA to Dongguan Forwell for the year ended December 31, 2020 whereas the disclosure
                                            on page 8 of your Form F-1 filed on March 21, 2022 referred to an aggregate intra-group cash
                                            flow of $1,496,603 from Dongguan Forwell to TW YMA for the year ended December 31, 2020;

 ● $3,097,920
                                            from Dongguan YMA to TW YMA for the year ended December 31, 2020 whereas the disclosure
                                            on page 8 of your Form F-1 filed on March 21, 2022 referred to an aggregate intra-group cash
                                            flow of $3,097,920 from TW-YMA to Dongguan YMA for the year ended December 31, 2020; and

 ● $469,711
                                            from Dongguan Forwell to TW YMA for the year ended December 31, 2020 whereas the disclosure
                                            on page 8 of your Form F-1 filed on March 21, 2022 referred to an aggregate intra-group cash
                                            flow of $469,711 from TW YMA to Dongguan Forwell for the year ended December 31, 2020.

Response: We
respectfully advise the Staff that the cash flow directions stated in the F-1 filed on March 21, 2022 for the four bullet points above
were inadvertently disclosed incorrectly, and the cash flow directions for the four bullet points above were accurately disclosed in
the F-1 filed on May 26, 2022. In addition, we have revised the aggregate intra-group cash flows table on
page 8 of the Revised F-1.

Risk
Factors, page 13

5. To
                                            the extent material, disclose any new or heightened risk of potential cyberattacks by state
                                            actors or others since Russia’s invasion of Ukraine and whether you have taken actions
                                            to mitigate such potential cyberattacks.

Response:
We respectfully advise the Staff that there is no new or heightened risk of potential cyberattacks by state actors or others
since Russia’s invasion of Ukraine on the Company, and thus, we have not taken actions to mitigate such potential cyberattacks
save except for maintaining a backup computer server in Taichung, Taiwan, to mitigate any potential cyberattacks. We have added the
relevant disclosure on page 33 of the Revised F-1 and other parts of the Revised F-1.

Managements’
Discussion and Analysis of Financial Condition and Results of Operations Liquidity and Capital Resources, page 62

6. You
                                            disclose that the recent shortage of shipping containers and delays in international shipments
                                            delayed your shipment of inventories to your customers as scheduled, which resulted in a
                                            significant increase in the amount of inventories from $11,699,660 as of December 31, 2020,
                                            to $23,010,057 as of December 31, 2021. Please address the following:

 ● Quantify
                                            the amount of inventory your company is holding due to the delays in international shipments
                                            to customers.

 ● We
                                            note on page F-20, $16,099,224 of inventory is categorized as Work in Progress. Please explain
                                            how the shortage of shipping containers for shipments to customers, has resulted in Work
                                            in Progress inventories rather than Finished Goods.

Response:
We respectfully advise the Staff that (i) among our inventories for the fiscal year ended December 31, 2021, Finished Goods
in the amount of $1,046,478 and Work in Progress in the amount of $2,579,404 were not shipped out due to the delays in international
shipments to customers, and thus, they were recognized as sales during the first four months of 2022. Those amounts were determined based
on the confirmed orders from the customers with anticipated shipment by or before December 31,2021. The remaining increase in inventories of $7,684,515 mainly represents increase
in demands from the customers with scheduled shipment through December 2022. We have added the relevant disclosure
on page 62 of the Revised F-1 and other parts of the Revised F-1; and (ii) as the production lead time is on average approximately
three to four months and we are required to wait until the products are inspected by our customers’ quality control process before
we can paint, assemble, generate a barcode for the products, and package the products, after which, we can then classify these products
as Finished Goods. Our customer’s quality control process will not inspect our Work in Progress inventories if they are unable
to secure the shipping containers for shipment. As a result, we respectfully submit that a shortage of shipping containers for shipments
to customers affects the classification of Work in Progress inventories and Finished Goods.

    2

Exhibits

7. We
                                            note your response to prior comment 8. Please address the following items:

 ● Please
                                            have counsel revise its opinion filed as exhibit 5.1 to consent to the reference to the firm
                                            in the risk factor on pages 46-47 and under the heading “Enforceability of Civil Liabilities.”

 ● Please
                                            have counsel revise its opinion filed as exhibit 5.4 to consent to the reference to the firm
                                            in the risk factor on pages 46-47 and under the heading “Enforceability of Civil Liabilities.”

Response:
We respectfully advise that the Cayman counsel and Taiwan counsel have revised their respective opinion in exhibit 5.1 and
exhibit 5.4 accordingly. We respectfully submit that Lee and Li, Attorneys-at-Law, was not referenced in the risk factor on pages 46-47
of the Registration Statement.

Please
contact the undersigned at +852 3923 1188 if you have any questions with respect to the responses contained in this letter.

Sincerely,

    /s/
    Lawrence S. Venick

    Lawrence
    S. Venick

    Direct
    Dial: +852.3923.1188

    Email:
    lvenick@loeb.com

    3

United States securities and exchange commission logo
June 9, 2022
Jing-Bin Chiang
Chief Executive Officer
J-Star Holding Co., Ltd.
7/F-1, No. 633, Sec. 2, Taiwan Blvd.
Xitun District, Taichung City 407
Taiwan (R.O.C.)
Re:J-Star Holding Co., Ltd.
Amendment No. 1 to Registration Statement on Form F-1
Filed May 26, 2022
File No. 333-263755
Dear Mr. Chiang:
            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 April 12, 2022 letter.
Amendment No. 1 to Registration Statement on Form F-1 filed May 26, 2022
General
1.Please revise your filing, as applicable, to provide disclosure related to the direct or
indirect impact that Russia's invasion of Ukraine and the international response have had
or may have on your business. For additional guidance, please see the Division of
Corporation Finance's Sample Letter to Companies Regarding Disclosures Pertaining
to Russia’s Invasion of Ukraine and Related Supply Chain Issues, issued by the staff in
May 2022.

 FirstName LastNameJing-Bin Chiang
 Comapany NameJ-Star Holding Co., Ltd.
 June 9, 2022 Page 2
 FirstName LastName
Jing-Bin Chiang
J-Star Holding Co., Ltd.
June 9, 2022
Page 2
Prospectus Summary, page 2
2.You state that references to the "PRC" or "China" refer to the "People’s Republic of
China, excluding for the purposes of this prospectus only, Taiwan, Hong Kong and
Macau."  Revise the definition of the PRC or China to include Hong Kong and Macau and
revise the disclosure throughout your amendment accordingly. If you do not revise the
definition of the PRC or China, ensure that disclosure regarding Hong Kong throughout
the amendment addresses the sample letter to China-based companies available on our
website.
PRC Approvals, page 6
3.We note your response to prior comment 6.  Regarding the disclosure on page 6 about the
CSRC and the reference to "except as disclosed in the registration statement" on page 3 of
exhibit 5.3 concerning the CSRC, please tell us with specificity where the exceptions are
disclosed in the registration statement.
Organizational Structure and Cash Flow, page 8
4.We note your response to prior comment 4.  Please tell us why the disclosure on page 8 of
this amendment refers to an aggregate intra-group cash flow of:

• $12,524,842 from TW YMA to Dongguan YMA for the year ended December 31, 2020
whereas the disclosure on page 8 of your Form F-1 filed on March 21, 2022 referred to an
aggregate intra-group cash flow of $12,524,842 from Dongguan YMA to TW YMA for the
year ended December 31, 2020;

• $5,931,855 from TW YMA to Dongguan Forwell for the year ended December 31, 2020
whereas the disclosure on page 8 of your Form F-1 filed on March 21, 2022 referred to an
aggregate intra-group cash flow of $1,496,603 from Dongguan Forwell to TW YMA for
the year ended December 31, 2020;

• $3,097,920 from Dongguan YMA to TW YMA for the year ended December 31, 2020
whereas the disclosure on page 8 of your Form F-1 filed on March 21, 2022 referred to an
aggregate intra-group cash flow of $3,097,920 from TW-YMA to Dongguan YMA for the
year ended December 31, 2020; and

• $469,711 from Dongguan Forwell to TW YMA for the year ended December 31, 2020
whereas the disclosure on page 8 of your Form F-1 filed on March 21, 2022 referred to an
aggregate intra-group cash flow of $469,711 from TW YMA to Dongguan Forwell for the
year ended December 31, 2020.

 FirstName LastNameJing-Bin Chiang
 Comapany NameJ-Star Holding Co., Ltd.
 June 9, 2022 Page 3
 FirstName LastName
Jing-Bin Chiang
J-Star Holding Co., Ltd.
June 9, 2022
Page 3
Risk Factors, page 13
5.To the extent material, disclose any new or heightened risk of potential cyberattacks by
state actors or others since Russia's invasion of Ukraine and whether you have taken
actions to mitigate such potential cyberattacks.
Managements' Discussion and Analysis of Financial Condition and Results of Operations
Liquidity and Capital Resources, page 62
6.You disclose that the recent shortage of shipping containers and delays in international
shipments delayed your shipment of inventories to your customers as scheduled, which
resulted in a significant increase in the amount of inventories from $11,699,660 as of
December 31, 2020, to $23,010,057 as of December 31, 2021.  Please address the
following:

•Quantify the amount of inventory your company is holding due to the delays in
international shipments to customers.
•We note on page F-20, $16,099,224 of inventory is categorized as Work in Progress.
Please explain how the shortage of shipping containers for shipments to customers,
has resulted in Work in Progress inventories rather than Finished Goods.
Exhibits
7.We note your response to prior comment 8.  Please address the following items:

• Please have counsel revise its opinion filed as exhibit 5.1 to consent to the reference to
the firm in the risk factor on pages 46-47 and under the heading "Enforceability of Civil
Liabilities."

• Please have counsel revise its opinion filed as exhibit 5.4 to consent to the reference to
the firm in the risk factor on pages 46-47 and under the heading "Enforceability of Civil
Liabilities."
            You may contact Andi Carpenter, Staff Accountant, at 202-551-3645 or Kevin Stertzel,
Senior Attorney, at 202-551-3723 if you have questions regarding comments on the financial
statements and related matters.  Please contact Thomas Jones, Staff Attorney, at 202-551-3602 or
Geoff Kruczek, Senior Attorney, at 202-551-3641 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Lawrence S. Venick, Esq.

CORRESP
1
filename1.htm

May 26, 2022

VIA EDGAR TRANSMISSION

Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

Washington, D.C. 20549

  Re:
  J-Star Holding Co., Ltd. (the
  “Company”)

Registration Statement on Form
F-1

Filed March 21, 2022

File No. 333-263755

Dear SEC Officers,

As counsel for the Company and on its behalf, this
letter is being submitted in response to the letter dated April 12, 2022 from the Securities and Exchange Commission (the “Commission”)
in which the staff of the Commission (the “Staff”) commented on the above-referenced Registration Statement on Form
F-1 (the “Form F-1”). For the Staff’s convenience, the Staff’s comments have been stated below in their
entirety, with the Company’s responses set out immediately underneath those comments. Please note that all references to page numbers
in the responses are references to the page numbers in a revised Form F-1 (the “Revised F-1”), filed concurrently with
the submission of this letter in response to the Staff’s comments.

Amendment No. 1 to Form F-1 filed March 21,
2022

Cover page

1. We note your disclosure in the second paragraph on the cover page and the disclosure in the three bullet
points after the second paragraph. Please revise your disclosure to acknowledge that Chinese regulatory authorities could disallow your
corporate 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.

Response: We respectfully
advise the Staff that the relevant disclosure is made accordingly on the Cover Page and in the Risk Factors of the Revised F-1 on page
36.

2. Provide prominent disclosure about the legal and operational risks associated with being based
in or having the majority of the company’s operations in China. Your disclosure should make clear whether these risks could result
in a material change in your operations and/or the value of the securities you are registering for sale 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. Please include corresponding disclosure in the prospectus summary.

Response:
We respectfully advise the Staff that the relevant disclosure is made accordingly in the Prospectus Summary of the Revised F-1 on
page 4 and 6 and in the Risk Factors of the Revised F-1 on page 13.

3. We note your disclosure in the third paragraph of the cover page about actions and statements and the
impact. Please clarify whether these recent statements and regulatory actions by China’s government have or may impact the company’s
ability to conduct its business, accept foreign investments, or list on a U.S. or other foreign exchange. Please include corresponding
disclosure in the prospectus summary.

Response: We respectfully
advise the Staff that the relevant disclosure is made accordingly on the Cover Page and in the Prospectus Summary of the Revised F-1
on page 6.

4. Provide a description of how cash is transferred through your organization and disclose your intentions
to distribute earnings or settle amounts owed under the agreements. State whether any transfers, dividends, or distributions have been
made to date between the holding company, its subsidiaries or to investors, and quantify the amounts where applicable. Do not limit your
disclosure on the cover page to dividends, as is currently suggested and in light of the disclosures beginning on page 8. Please disclose
whether cash generated from one subsidiary is used to fund another subsidiary’s operations, whether your subsidiaries have ever
faced difficulties or limitations on their ability to transfer cash between subsidiaries, and whether your subsidiaries have cash management
policies that dictate the amount of such funding. Also, disclose whether your subsidiaries have cash management policies/procedures that
dictate how funds are transferred.

Response:
We respectfully advise the Staff that the relevant disclosure is made accordingly on the Cover Page and in the Prospectus Summary of
the Revised F-1 on page 8 and 9.

Risks Related to this Offering and Ownership of
Our Ordinary Shares, page 5

5. Please revise the disclosure in the first bullet point on page 5 to disclose that trading in your securities
may be prohibited under the Holding Foreign Companies Accountable Act if the PCAOB determines that it cannot inspect or investigate completely
your auditor, and that as a result an exchange may determine to delist your securities. Disclose whether your auditor is subject to the
determinations announced by the PCAOB on December 16, 2021.

Response: We respectfully
advise the Staff that the relevant disclosure is made accordingly in the Prospectus Summary of the Revised F-1 on page 5.

PRC Approvals, page 6

6. We note your response to prior comment 2. Regarding your disclosure about pre-approval requirements to
conduct your offering and permissions to conduct your business, identify counsel and file the consent of counsel if you relied on the
advice of counsel. If you did not consult counsel, please explain why you did not do so.

Response:
We respectfully advise the Staff that the relevant disclosure is made accordingly in the Prospectus Summary of the Revised F-1
on page 6 and in the Risk Factors of the Revised F-1 on page 39.

Proposed PRC Cybersecurity
Measures, page 6

7. Generally, please ensure that your discussion of PRC laws, rules and regulations is current. For example,
we note the references on pages 6, 15, 18 and 30 to the amendment after it becomes “effective on February 15, 2022.” If you
relied on counsel in determining you are not subject to CAC regulation, please identify counsel and file their consent as an exhibit.
If you did not consult counsel, explain why you did not consult counsel.

Response:
We respectfully advise the Staff that the relevant disclosure is made accordingly on pages 6, 7, 15, 18, 31, 111 and 115
of the Revised F-1.

Enforceability of
Civil Liabilities, page 51

8. We note the disclosure on pages 118-119 about your officers and directors. Please revise the disclosure
on page 51 to discuss, if applicable, the extent to which your directors and officers are nationals or residents of the PRC and discuss
the difficulty of bringing actions against them and enforcing judgments against them. Also, revise the appropriate risk factor to highlight
such risk.

Response:
We respectfully advise the Staff that the relevant disclosure is made accordingly on pages 46 and 52 of the Revised F-1.

    2

Exhibits

9. Please have counsel revise its opinion to remove the assumption in sections 2(f) and (h) of exhibit 5.1
or tell us why they believe those assumptions are appropriate.

Response: We
respectfully advise that the Cayman counsel has revised its opinion in exhibit 5.1 accordingly.

General

10. Page 121 and Exhibits 99.1-99.3 indicate there are director nominees. The signature page and disclosure
on pages 118-119 indicate the nominees are actually already serving as directors. Please reconcile.

Response:
We respectfully advise the Staff that the relevant reconciliation is made accordingly on page 120 of the Revised F-1 and Exhibits
99.1-99.3.

Please contact the undersigned at +852 3923 1188 if
you have any questions with respect to the responses contained in this letter.

Sincerely,

    /s/ Lawrence S. Venick

    Lawrence S. Venick

    Direct Dial: +852.3923.1188

    Email: lvenick@loeb.com

    3

United States securities and exchange commission logo
April 12, 2022
Jing-Bin Chiang
Chief Executive Officer
J-Star Holding Co., Ltd.
7/F-1, No. 633, Sec. 2, Taiwan Blvd.
Xitun District, Taichung City 407
Taiwan (R.O.C.)
Re:J-Star Holding Co., Ltd.
Registration Statement on Form F-1
Filed March 21, 2022
File No. 333-263755
Dear Mr. Chiang:
            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 filed March 21, 2022
Cover Page
1.We note your disclosure in the second paragraph on the cover page and the disclosure in
the three bullet points after the second paragraph.  Please revise your disclosure to
acknowledge that Chinese regulatory authorities could disallow your corporate 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.
2.Provide prominent disclosure about the legal and operational risks associated with being
based in or having the majority of the company’s operations in China. Your disclosure

 FirstName LastNameJing-Bin Chiang
 Comapany NameJ-Star Holding Co., Ltd.
 April 12, 2022 Page 2
 FirstName LastNameJing-Bin Chiang
J-Star Holding Co., Ltd.
April 12, 2022
Page 2
should make clear whether these risks could result in a material change in your operations
and/or the value of the securities you are registering for sale 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.  Please include
corresponding disclosure in the prospectus summary.
3.We note your disclosure in the third paragraph of the cover page about actions
and statements and the impact.  Please clarify whether these recent statements and
regulatory actions by China’s government have or may impact the company’s ability to
conduct its business, accept foreign investments, or list on a U.S. or other foreign
exchange. Please include corresponding disclosure in the prospectus summary.
4.Provide a description of how cash is transferred through your organization and disclose
your intentions to distribute earnings or settle amounts owed under the agreements. State
whether any transfers, dividends, or distributions have been made to date between the
holding company, its subsidiaries or to investors, and quantify the amounts where
applicable.  Do not limit your disclosure on the cover page to dividends, as is currently
suggested and in light of the disclosures beginning on page 8.  Please disclose whether
cash generated from one subsidiary is used to fund another subsidiary's operations,
whether your subsidiaries have ever faced difficulties or limitations on their ability to
transfer cash between subsidiaries, and whether your subsidiaries have cash management
policies that dictate the amount of such funding. Also, disclose whether your subsidiaries
have cash management policies/procedures that dictate how funds are transferred.
Risks Related to this Offering and Ownership of Our Ordinary Shares, page 5
5.Please revise the disclosure in the first bullet point on page 5 to disclose that trading in
your securities may be prohibited under the Holding Foreign Companies Accountable Act
if the PCAOB determines that it cannot inspect or investigate completely your auditor,
and that as a result an exchange may determine to delist your securities. Disclose whether
your auditor is subject to the determinations announced by the PCAOB on December 16,
2021.
PRC Approvals, page 6
6.We note your response to prior comment 2.  Regarding your disclosure about pre-approval
requirements to conduct your offering and permissions to conduct your business, identify
counsel and file the consent of counsel if you relied on the advice of counsel.  If you did
not consult counsel, please explain why you did not do so.
Proposed PRC Cybersecurity Measures, page 6
7.Generally, please ensure that your discussion of PRC laws, rules and regulations is
current. For example, we note the references on pages 6, 15, 18 and 30 to the amendment
after it becomes "effective on February 15, 2022."  If you relied on counsel in determining
you are not subject to CAC regulation, please identify counsel and file their consent as an

 FirstName LastNameJing-Bin Chiang
 Comapany NameJ-Star Holding Co., Ltd.
 April 12, 2022 Page 3
 FirstName LastName
Jing-Bin Chiang
J-Star Holding Co., Ltd.
April 12, 2022
Page 3
exhibit. If you did not consult counsel, explain why you did not consult counsel.
Enforceability of Civil Liabilities, page 51
8.We note the disclosure on pages 118-119 about your officers and directors. Please revise
the disclosure on page 51 to discuss, if applicable, the extent to which your directors and
officers are nationals or residents of the PRC and discuss the difficulty of bringing actions
against them and enforcing judgments against them.  Also, revise the appropriate risk
factor to highlight such risk.
Exhibits
9.Please have counsel revise its opinion to remove the assumption in sections 2(f) and (h) of
exhibit 5.1 or tell us why they believe those assumptions are appropriate.
General
10.Page 121 and Exhibits 99.1-99.3 indicate there are director nominees.  The signatures
page and disclosure on pages 118-119 indicate the nominees are actually already serving
as directors.  Please reconcile.
            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 Andi Carpenter, Staff Accountant, at 202-551-3645 or Kevin Stertzel,
Senior Accountant, at 202-551-3723 if you have questions regarding comments on the financial
statements and related matters.  Please contact Thomas Jones, Staff Attorney, at 202-551-3602 or
Geoff Kruczek, Senior Attorney, at 202-551-3641 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Lawrence S. Venick, Esq.

CORRESP
1
filename1.htm

March
21, 2022

VIA
EDGAR TRANSMISSION

Securities
and Exchange Commission

Division
of Corporation Finance

Office
of Manufacturing

Washington,
D.C. 20549

    Re:
    J-Star
    Holding Co., Ltd. (the “Company”)

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

    Submitted
    February 16, 2022

    CIK
    No. 0001875016

Dear
SEC Officers,

As
counsel for the Company and on its behalf, this letter is being submitted in response to the letter dated March 3, 2022 from the Securities
and Exchange Commission (the “Commission”) in which the staff of the Commission (the “Staff”) commented
on the above-referenced Amendment No.3 to Draft Registration Statement on Form F-1 (the “Form F-1/A3”). For the Staff’s
convenience, the Staff’s comments have been stated below in their entirety, with the Company’s responses set out immediately
underneath those comments. Please note that all references to page numbers in the responses are references to the page numbers in a revised
Form F-1 (the “Revised F-1”), filed concurrently with the submission of this letter in response to the Staff’s
comments.

Amendment
No.4 to Form F-1

Cover
page

    1.
    Please
    revise the cover page to disclose clearly the entity (including the domicile) in which investors are purchasing an interest.

    Response:
    We respectfully advise the Staff that the relevant disclosure is made accordingly on the Cover Page of the Revised F-1.

Prospectus
Summary, page 2

    2.
    We
    note your revised disclosure on page 6 in response to prior comment 2. Regarding the disclosure in the fourth and seventh bullet
    points on page 4 and in the second bullet point on page 5 about approval and permission, please disclose each permission or approval
    that you or your subsidiaries are required to obtain from PRC authorities to operate your business and to offer the securities being
    registered to foreign investors. State whether you or your subsidiaries are covered by permissions requirements from the CSRC, CAC
    or any other governmental agency that is required to approve operations, and state affirmatively whether you have received all requisite
    permissions or approvals and whether any permissions or approvals have been denied. Please also describe the consequences to you
    and your investors if you or your subsidiaries: (i) do not receive or maintain such permissions or approvals; (ii) inadvertently
    conclude that such permissions or approvals are not required; or (iii) applicable laws, regulations, or interpretations change and
    you are required to obtain such permissions or approvals in the future.

    Response:
    We respectfully advise the Staff that the relevant disclosure is made accordingly in the Prospectus Summary of the Revised F-1
    on page 6 and in the Risk Factors of the Revised F-1 on page 14 and 16.

Risks
Related to Conducting Operations in PRC, page 4

    3.
    We
    note your response to prior comment 1. Please revise to provide cross-references to the more detailed discussion of each risk as
    opposed to a cross-reference to page 13.

    Response:
    We respectfully advise the Staff that expansion on the relevant disclosure is made accordingly in the Prospectus Summary of the Revised
    F-1.

Change
in Registrant’s Certifying Accountant, page 142

    4.
    Please
    have Deloitte & Touche furnish a letter in accordance with Item 16F(a)(3) of Form 20-F and file as an exhibit.

    Response:
    We respectfully advise the Staff that the letter issued by Deloitte & Touche in accordance with Item 16F(a)(3) of
    Form 20-F is filed as Exhibit 16.1.

Please
contact the undersigned at +852 3923 1188 if you have any questions with respect to the responses contained in this letter.

Sincerely,

    /s/
    Lawrence S. Venick

    Lawrence
    S. Venick

    Direct
    Dial: +852.3923.1188

    Email:
    lvenick@loeb.com

    2

CORRESP
1
filename1.htm

March
18, 2022

VIA
EDGAR TRANSMISSION

Securities
and Exchange Commission

Division
of Corporation Finance

Office
of Manufacturing

Washington,
D.C. 20549

    Re:
    J-Star
    Holding Co., Ltd. (the “Company”)

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

    Submitted
    February 16, 2022

    CIK
    No. 0001875016

Dear
SEC Officers,

As
counsel for the Company and on its behalf, this letter is being submitted in response to the letter dated March 3, 2022 from the Securities
and Exchange Commission (the “Commission”) in which the staff of the Commission (the “Staff”) commented
on the above-referenced Amendment No.3 to Draft Registration Statement on Form F-1 (the “Form F-1/A3”). For the Staff’s
convenience, the Staff’s comments have been stated below in their entirety, with the Company’s responses set out immediately
underneath those comments. Please note that all references to page numbers in the responses are references to the page numbers in a revised
Form F-1 (the “Revised F-1”), filed concurrently with the submission of this letter in response to the Staff’s
comments.

Amendment
No.4 to Form F-1

Cover
page

    1.
    Please
    revise the cover page to disclose clearly the entity (including the domicile) in which investors are purchasing an interest.

    Response:
    We respectfully advise the Staff that the relevant disclosure is made accordingly on the Cover Page of the Revised F-1.

Prospectus
Summary, page 2

    2.
    We
    note your revised disclosure on page 6 in response to prior comment 2. Regarding the disclosure in the fourth and seventh bullet
    points on page 4 and in the second bullet point on page 5 about approval and permission, please disclose each permission or approval
    that you or your subsidiaries are required to obtain from PRC authorities to operate your business and to offer the securities being
    registered to foreign investors. State whether you or your subsidiaries are covered by permissions requirements from the CSRC, CAC
    or any other governmental agency that is required to approve operations, and state affirmatively whether you have received all requisite
    permissions or approvals and whether any permissions or approvals have been denied. Please also describe the consequences to you
    and your investors if you or your subsidiaries: (i) do not receive or maintain such permissions or approvals; (ii) inadvertently
    conclude that such permissions or approvals are not required; or (iii) applicable laws, regulations, or interpretations change and
    you are required to obtain such permissions or approvals in the future.

    Response:
    We respectfully advise the Staff that the relevant disclosure is made accordingly in the Prospectus Summary of the Revised F-1
    on page 6 and in the Risk Factors of the Revised F-1 on page 14 and 16.

Risks
Related to Conducting Operations in PRC, page 4

    3.
    We
    note your response to prior comment 1. Please revise to provide cross-references to the more detailed discussion of each risk as
    opposed to a cross-reference to page 13.

    Response:
    We respectfully advise the Staff that expansion on the relevant disclosure is made accordingly in the Prospectus Summary of the Revised
    F-1.

Change
in Registrant’s Certifying Accountant, page 142

    4.
    Please
    have Deloitte & Touche furnish a letter in accordance with Item 16F(a)(3) of Form 20-F and file as an exhibit.

    Response:
    We respectfully advise the Staff that the letter issued by Deloitte & Touche in accordance with Item 16F(a)(3) of
    Form 20-F is filed as Exhibit 16.1.

Please
contact the undersigned at +852 3923 1188 if you have any questions with respect to the responses contained in this letter.

Sincerely,

    /s/
    Lawrence S. Venick

    Lawrence
    S. Venick

    Direct
    Dial: +852.3923.1188

    Email:
    lvenick@loeb.com

    2

United States securities and exchange commission logo
March 3, 2022
Jing-Bin Chiang
Chief Executive Officer
J-Star Holding Co., Ltd.
7/F-1, No. 633, Sec. 2, Taiwan Blvd.
Xitun District, Taichung City 407
Taiwan (R.O.C.)
Re:J-Star Holding Co., Ltd.
Amendment No. 3 to Draft Registration Statement on Form F-1
Submitted February 16, 2022
CIK No. 0001875016
Dear Mr. Chiang:
            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 submitted February 16, 2022
Cover Page
1.Please revise the cover page to disclose clearly the entity (including the domicile) in
which investors are purchasing an interest.
Prospectus Summary, page 2
2.We note your revised disclosure on page 6 in response to prior comment 2. Regarding the
disclosure in the fourth and seventh bullet points on page 4 and in the second bullet point
on page 5 about approval and permission, please disclose each permission or approval that
you or your subsidiaries are required to obtain from PRC authorities to operate your

 FirstName LastNameJing-Bin Chiang
 Comapany NameJ-Star Holding Co., Ltd.
 March 3, 2022 Page 2
 FirstName LastName
Jing-Bin Chiang
J-Star Holding Co., Ltd.
March 3, 2022
Page 2
business and to offer the securities being registered to foreign investors. State whether
you or your subsidiaries are covered by permissions requirements from the CSRC, CAC
or any other governmental agency that is required to approve operations, and state
affirmatively whether you have received all requisite permissions or approvals and
whether any permissions or approvals have been denied. Please also describe the
consequences to you and your investors if you or your subsidiaries: (i) do not receive or
maintain such permissions or approvals; (ii) inadvertently conclude that such permissions
or approvals are not required; or (iii) applicable laws, regulations, or interpretations
change and you are required to obtain such permissions or approvals in the future.
Risks Related to Conducting Operations in PRC, page 4
3.We note your response to prior comment 1. Please revise to provide cross-references to
the more detailed discussion of each risk as opposed to a cross-reference to page 13.
Change in Registrant's Certifying Accountant, page 142
4.Please have Deloitte & Touche furnish a letter in accordance with Item 16F(a)(3) of Form
20-F and file as an exhibit.
            You may contact Andi Carpenter, Staff Accountant, at 202-551-3645 or Kevin Stertzel,
Senior Accountant, at 202-551-3723 if you have questions regarding comments on the financial
statements and related matters.  Please contact Thomas Jones, Staff Attorney, at 202-551-3602 or
Geoff Kruczek, Senior Attorney, at 202-551-3641 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Lawrence S. Venick, Esq.

United States securities and exchange commission logo
February 3, 2022
Jing-Bin Chiang
Chief Executive Officer
J-Star Holding Co., Ltd.
7/F-1, No. 633, Sec. 2, Taiwan Blvd.
Xitun District, Taichung City 407
Taiwan (R.O.C.)
Re:J-Star Holding Co., Ltd.
Amendment No. 2 to Draft Registration Statement on Form F-1
Submitted January 18, 2022
CIK No. 0001875016
Dear Mr. Chiang:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 2 to Draft Registration Statement on Form F-1 submitted January 18, 2022
Summary of Risks Affecting Our Company, page 4
1.Please revise to provide cross-references to the more detailed discussion of each risk in
the prospectus as opposed to a cross-reference to the "Risk Factors" section on page 13.

 FirstName LastNameJing-Bin Chiang
 Comapany NameJ-Star Holding Co., Ltd.
 February 3, 2022 Page 2
 FirstName LastName
Jing-Bin Chiang
J-Star Holding Co., Ltd.
February 3, 2022
Page 2
PRC Approvals, page 6
2.We note your response to prior comment 7.  Please expand the disclosure in the
penultimate sentence of this section to disclose the consequences  to you and your
investors if you do not receive or 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.
            You may contact Andi Carpenter, Staff Accountant, at 202-551-3645 or Kevin Stertzel,
Senior Accountant, at 202-551-3723 if you have questions regarding comments on the financial
statements and related matters.  Please contact Thomas Jones, Staff Attorney, at 202-551-3602 or
Geoff Kruczek, Senior Attorney,  at 202-551-3641 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Lawrence S. Venick, Esq.

United States securities and exchange commission logo
January 3, 2022
Jing-Bin Chiang
Chief Executive Officer
J-Star Holding Co., Ltd.
7/F-1, No. 633, Sec. 2, Taiwan Blvd.
Xitun District, Taichung City 407
Taiwan (R.O.C.)
Re:J-Star Holding Co., Ltd.
Amendment No. 1 to Draft Registration Statement on Form F-1
Submitted December 10, 2021
CIK No. 0001875016
Dear Mr. Chiang:
            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. 1 to Draft Registration Statement on Form F-1 submitted December 10, 2021
Cover Page
1.We note your response to prior comment 1.  Please disclose on the prospectus cover page
that your structure as a holding company with no material operations of your own and
your operations conducted through your subsidiaries in the PRC, Taiwan, Hong Kong and
Samoa with your headquarters in Taiwan involves unique risks to investors. Provide a
cross-reference to your detailed discussion of risks facing the company and the offering as
a result of this structure.

 FirstName LastNameJing-Bin Chiang
 Comapany NameJ-Star Holding Co., Ltd.
 January 3, 2022 Page 2
 FirstName LastName
Jing-Bin Chiang
J-Star Holding Co., Ltd.
January 3, 2022
Page 2
2.We note your response to prior comment 2.  Please revise on the cover page to address
how recent statements and regulatory actions by China’s government, such as those
related to the use of variable interest entities and data security, has or may impact the
company’s ability to conduct its business, accept foreign investments, or list on an U.S. or
other foreign exchange.  Your prospectus summary should address, but not necessarily be
limited to, the risks highlighted on the prospectus cover page.
3.Provide a description on your prospectus cover page of how cash is transferred through
your organization and disclosure regarding your intentions to distribute earnings or settle
amounts owed under your agreements. State whether any transfers, dividends, or
distributions have been made to date.
4.Please disclose on your prospectus cover page 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.  Disclose here and in your risk factors that trading in your securities may be
prohibited under the Holding Foreign Companies Accountable Act if the PCAOB
determines that it cannot inspect or investigate completely your auditor, and that as a
result an exchange may determine to delist your securities.  Also revise to remove
reference to the ability to inspect your auditor "without restriction" and "fully."
Summary of Risks Affecting our Company, page 4
5.Please revise both the Summary of Risk Factors Affecting our Company and the Risk
Factors section to move forward the risks related to doing business in the PRC so that
such risks are prominently disclosed within each section in relation to other identified
material risks.
6.We note your response to prior comment 7.  In your summary of risk factors, discuss the
risk that the Chinese government 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.
PRC Approvals, page 6
7.Please disclose whether you are required to obtain any approvals to offer securities to
foreign investors, whether you have received such approvals and the consequences to you
and your investors if you do not receive or 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.

 FirstName LastNameJing-Bin Chiang
 Comapany NameJ-Star Holding Co., Ltd.
 January 3, 2022 Page 3
 FirstName LastName
Jing-Bin Chiang
J-Star Holding Co., Ltd.
January 3, 2022
Page 3
The recent joint statement by the SEC and PCAOB, page 35
8.Please disclose any material risks to the company and investors if it is later determined
that the PCAOB is unable to inspect or investigate completely your auditor because of a
position taken by an authority in a foreign jurisdiction.  As a related matter, revise the
reference in this risk factor about reducing the time period for delisting to two consecutive
years, instead of three years to also refer to your securities may be prohibited from
trading. Also, update your disclosure to reflect that the Commission adopted rules to
implement the HFCAA and that, pursuant to the HFCAA, the PCAOB has issued its
report notifying the Commission of its determination that it is unable to inspect or
investigate completely accounting firms headquartered in mainland China or Hong Kong.
Related Party Transactions, page 123
9.We note your response to prior comment 14.  Please revise to provide disclosure for the
full period required by Item 7.B of Form 20-F.  We note the reference to two preceding
financial years, not the three required by the form.
            You may contact Andi Carpenter, Staff Accountant, at 202-551-3645 or Kevin Stertzel,
Senior Accountant, at 202-551-3723 if you have questions regarding comments on the financial
statements and related matters.  Please contact Thomas Jones, Staff Attorney, at 202-551-3602 or
Geoff Kruczek, Senior Attorney, at 202-551-3641 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Lawrence S. Venick, Esq.

United States securities and exchange commission logo
October 27, 2021
Jing-Bin Chiang
Chief Executive Officer
J-Star Holding Co., Ltd.
7/F-1, No. 633, Sec. 2, Taiwan Blvd.
Xitun District, Taichung 407
Taiwan (R.O.C.)
Re:J-Star Holding Co., Ltd.
Draft Registration Statement on Form F-1
Submitted September 30, 2021
CIK No. 0001875016
Dear Mr. Chiang:
            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 submitted September 30, 2021
Cover Page
1.Please disclose prominently on the prospectus cover page that you are a Cayman
Islands holding company with operations conducted by your subsidiaries based in China
and that this structure involves unique risks to investors. Provide a cross-reference to your
detailed discussion of risks facing the company and the offering as a result of this
structure.
2.Provide prominent disclosure about the legal and operational risks associated with being
based in or having the majority of the company’s operations in China.  Your disclosure

 FirstName LastNameJing-Bin Chiang
 Comapany NameJ-Star Holding Co., Ltd.
 October 27, 2021 Page 2
 FirstName LastNameJing-Bin Chiang
J-Star Holding Co., Ltd.
October 27, 2021
Page 2
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
the use of variable interest entities and data security or anti-monopoly concerns, has or
may impact the company’s ability to conduct its business, accept foreign investments, or
list on an U.S. or other foreign exchange. Your prospectus summary should address, but
not necessarily be limited to, the risks highlighted on the prospectus cover page.
3.Clearly disclose how you will refer to the holding company, subsidiaries, and other
entities when providing the disclosure throughout the document so that it is clear to
investors which entity the disclosure is referencing and which subsidiaries or entities are
conducting the business operations. Refrain from using terms such as “we” or “our” when
describing activities or functions of a subsidiary or other entities. Disclose clearly the
entity (including the domicile) in which investors are purchasing their interest.
Prospectus Summary, page 2
4.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 China Securities
Regulatory Commission (CSRC), the Cyberspace Administration of China (CAC), or any
other entity that is required to approve your or your subsidiaries' operations, and state
affirmatively whether you have received all requisite permissions and whether any
permissions have been denied.
5.Provide a clear description of how cash is transferred through your organization. Disclose
your intentions to distribute earnings or settle amounts owed under your operating
structure. 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. Describe any
restrictions on foreign exchange and your ability to transfer cash between entities, across
borders, and to U.S. investors. Describe any restrictions and limitations on your ability to
distribute earnings from your businesses, including subsidiaries to the parent company and
U.S. investors as well as the ability to settle amounts owed. Please expand your disclosure
on the prospectus cover page to provide a description of how cash is transferred through
your organization and state whether any transfers, dividends, or distributions have been
made to date.
6.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

 FirstName LastNameJing-Bin Chiang
 Comapany NameJ-Star Holding Co., Ltd.
 October 27, 2021 Page 3
 FirstName LastNameJing-Bin Chiang
J-Star Holding Co., Ltd.
October 27, 2021
Page 3
securities. If the PCAOB has been or is currently unable to inspect your auditor, revise
your disclosure to so state. Please also disclose that in June 2021, the Senate passed the
Accelerating Holding Foreign Companies Accountable Act which, if signed into law,
would reduce the time period for the delisting of foreign companies under the HFCAA to
two consecutive years, instead of three years.
Summary of Risks Affecting our Company, page 4
7.In your summary of risk factors, disclose the risks that your corporate structure and being
based in or 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.
Implications of Being an Emerging Growth Company, page 7
8.Please revise your disclosure to clarify whether your company will elect to take advantage
of complying with any new or revised financial accounting standards until such date that a
private company is required to comply.
Risk Factors, page 9
9.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.
10.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

 FirstName LastNameJing-Bin Chiang
 Comapany NameJ-Star Holding Co., Ltd.
 October 27, 2021 Page 4
 FirstName LastName
Jing-Bin Chiang
J-Star Holding Co., Ltd.
October 27, 2021
Page 4
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 35
11.We note the intended allocation of proceeds here and the plans described on page 3.
Considering that your fee table indicates you intend to raise $15 million in this offering,
expand to clarify whether the proceeds from this offering will be sufficient to accomplish
each purpose or whether you will require additional capital.  If you will need additional
funds, describe what other sources are available to you.
Well-established relationship with customers and diversified customer base, page 73
12.Please disclose the amount of the investment in the bicycle assemble house.
Customers, page 84
13.We note the reference on page 45 to "Revenue from contracts with customers" and the
disclosure on page F-44 about Customers A, B and C.  Please expand the disclosure on
page 84 to clarify whether you have agreements with the three customers and, if
applicable, disclose the material terms of the agreements. Also, tell us why the agreements
have not been filed as exhibits.
Related Party Transactions, page 110
14.Please update the disclosure to be as of the most recent practicable date.
Financial Statements, page F-1
15.Please update the financial statements in accordance with Item 8.A.5 of Form 20-F.
Exhibit Index, page II-4
16.Please file as an exhibit the consent of Frost & Sullivan.  In this regard, we note the
disclosure on page 2 about the industry report of Frost & Sullivan commissioned by the
company.
17.Please ensure that the registrant files as exhibits the opinions of counsel mentioned on
page 122.

 FirstName LastNameJing-Bin Chiang
 Comapany NameJ-Star Holding Co., Ltd.
 October 27, 2021 Page 5
 FirstName LastName
Jing-Bin Chiang
J-Star Holding Co., Ltd.
October 27, 2021
Page 5
            You may contact Andi Carpenter, Staff Accountant, at 202-551-3645 or Kevin Stertzel,
Senior Accountant, at 202-551-3723 if you have questions regarding comments on the financial
statements and related matters.  Please contact Thomas Jones, Staff Attorney, at 202-551-3602 or
Geoff Kruczek, Senior Attorney, at 202-551-3641 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Lawrence S. Venick, Esq.