United States securities and exchange commission logo





                              March 31, 2023

       Chang-Hyuk Kang
       Chief Executive Officer
       Hanryu Holdings, Inc.
       160, Yeouiseo-ro
       Yeongdeungpo-gu, Seoul
       Republic of Korea 07231

                                                        Re: Hanryu Holdings,
Inc.
                                                            Amendment No. 5 to
Registration Statement on Form S-1
                                                            Filed March 30,
2023
                                                            File No. 333-269419

       Dear Chang-Hyuk Kang:

             We have reviewed your amended registration statement and have the
following
       comments. In some of our comments, we may ask you to provide us with
information so we
       may better understand your disclosure.

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

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.
Unless we note
       otherwise, our references to prior comments are to comments in our March
29, 2023 letter.

       Amendment No. 5 to Form S-1 filed on March 29, 2023

       Notes to Consolidated Financial Statements
       Note 9. Investments, page F-32

   1.                                                   Please address the
following as it relates to your response and revised disclosures to prior
                                                        comment 3.
                                                            Tell us where you
recorded the gain on sale of the Setopia Investment. In this regard,
                                                            you state that you
acquired the investment in exchange for warrants totaling $635,000
                                                            and then sold it
for $710,171, which would appear to result in a gain of $75,171.
                                                            Further the $6,794
loss on sale of investments disclosed in Note 9 and in your
                                                            statement of
operations appears to relate to the sale of the SMC shares and not this
 Chang-Hyuk Kang
Hanryu Holdings, Inc.
March 31, 2023
Page 2
           transaction. Please explain or revise as necessary.
             Revise your disclosures in Note 9 to more clearly disclose that
the 500,000 warrants
           were exercised in exchange for the $635,000 Setopia bonds similar to
your
           disclosures on page 67.
             As the acquisition of the Setopia investment appears to be a
non-cash transaction,
           revise the table in Note 15 to reflect the exercise of warrants and
the receipt of the
           investment.

       You may contact Melissa Kindelan, Senior Staff Accountant, at (202)
551-3564 or
Kathleen Collins, Accounting Branch Chief, at (202) 551-3499 if you have
questions regarding
comments on the financial statements and related matters. Please contact Edwin
Kim, Staff
Attorney, at (202) 551-3297 or Larry Spirgel, Office Chief, at (202) 551-3815
with any other
questions.



                                                            Sincerely,
FirstName LastNameChang-Hyuk Kang
                                                            Division of
Corporation Finance
Comapany NameHanryu Holdings, Inc.
                                                            Office of
Technology
March 31, 2023 Page 2
cc:       Matthew Ogurick, Esq.
FirstName LastName