TEXT-EXTRACT 2 filename2.txt United States securities and exchange commission logo October 12, 2023 Shaofang Weng Chief Executive Officer Planet Image International Ltd No. 756 Guangfu Road Hi-tech Development Zone Xinyu City, Jiangxi Province People s Republic of China Re: Planet Image International Ltd Amendment No. 5 to Registration Statement on Form F-1 Filed September 28, 2023 File No. 333-263602 Dear Shaofang Weng: We have reviewed your amended registration statement and have the following comment(s). Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments. Unless we note otherwise, any references to prior comments are to comments in our September 18, 2023 letter. Amendment No. 5 to Registration Statement on Form F-1 General 1. Your revised disclosure in response to prior comment 1 does not fully address the issues raised therein and we reissue the comment. We note the changes you made to your disclosure appearing on the cover page, Prospectus Summary and Risk Factor sections relating to legal and operational risks associated with operating in China and PRC regulations. It is unclear to us that there have been changes in the regulatory environment in the PRC since the amendment that was filed on June 7, 2023, warranting revised disclosure to mitigate the challenges you face and related disclosures. The Sample Letters to China-Based Companies sought specific disclosure relating to the risk that the PRC government may intervene in or influence your operations at any time, or may exert Shaofang Weng Planet Image International Ltd October 12, 2023 Page 2 control over operations of your business, which could result in a material change in your operations and/or the value of the securities you are registering for sale. We remind you that, pursuant to federal securities rules, the term control (including the terms controlling, controlled by, and under common control with ) as defined in Securities Act Rule 405 means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract, or otherwise. The Sample Letters also sought specific disclosures relating to uncertainties regarding the enforcement of laws and that the rules and regulations in China can change quickly with little advance notice. We do not believe that your revised disclosure conveys the same risk. Please restore your disclosures in these areas to the disclosures as they existed in the registration statement as of June 7, 2023. Please contact Joanna Lam, Staff Accountant, at 202-551-3476 or Raj Rajan, Staff Accountant, at 202-551-3388 if you have questions regarding comments on the financial statements and related matters. Please contact Irene Barberena-Meissner, Staff Attorney, at 202- 551-6548 or Karina Dorin, Staff Attorney, at 202-551-3763 with any other questions. Sincerely, FirstName LastNameShaofang Weng Division of Corporation Finance Comapany NamePlanet Image International Ltd Office of Energy & Transportation October 12, 2023 Page 2 cc: Cindy Li, Esq. FirstName LastName