July 26, 2024

VIA EDGAR

Division of Corporation Finance

Office of Energy & Transportation

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

Raj Rajan

Michael Purcell

Kevin Dougherty

Amendment No. 1 to Draft Registration Statement on Form F-1 Submitted June 20, 2024

Response to the Staff’s Comments Dated July 17, 2024

Dear Ms. Lam, Mr. Rajan, Mr. Purcell, and Mr. Dougherty:

This letter is in response to the letter dated July 17, 2024 from the staff (the “Staff”) of the U.S. Securities Exchange Commission (“SEC”) addressed to Decent Holding Inc. (the “Company”, “we”, and “our”). An amended registration statement on Form F-1 (the “Amended Draft Registration Statement”), which has been revised to reflect the Staff’s comments as well as certain other updates, is being filed confidentially to accompany this letter.

For the Staff’s convenience, the Staff’s comment has been stated below in its entirety, with the Company’s response set out immediately underneath such comment. Page references below in the Company’s responses are to the page numbers in the Amended Draft Registration Statement. Capitalized terms used but not otherwise defined herein have the meanings set forth in the Amended Draft Registration Statement.

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

Capitalization, page 56

RESPONSE: We note the Staff’s comment, and in response hereto, respectfully advise the Staff we have updated the capitalization table on page 56 of the Amended Draft Registration Statement to ensure it is consistent with the financial statements.

Liquidity and Capital Resources, page 65

RESPONSE: We note the Staff’s comment, and in response hereto, respectfully advise the Staff that we have revised to disclose material amounts of cash disaggregated by currency denomination for the periods presented in each jurisdiction in which our affiliated entities are domiciled on page 65 of the Amended Draft Registration Statement.

Related Party Transactions, page 98

RESPONSE: We note the Staff’s comment, and in response hereto, respectfully advise the Staff that we have revised our disclosures to indicate the relationship each related party has with the Company on pages 99 and 100 of the Amended Draft Registration Statement. We have also made further revisions to the table entitled “Balance and transactions with related parties” and footnotes such that all of the footnotes correspond to entries in the table.

Financial Statements

Note 2. Restatement of Previously Issued Financial Statements, page F-8

RESPONSE: We note the Staff’s comment, and in response hereto, respectfully advise the Staff that the adjustment in inventory, with decrease of $1,137,733 under category of work in progress, was due to the increase in recognition of cost of revenue resulted in the increase of revenue recognized for the river water quality management revenue. This decision is based on ASC 606-10-25-27 through 29 and ASC 606-10-55-6, as the customer simultaneously receives and consumes the benefits provided by our performance as we perform. Hence, we have revised our revenue recognition to be over time, instead of at a point in time upon the completion of the project and final acceptance by the customer. We have restated the relevant financial data accordingly to reflect these changes to address the prior comment 27.

Below is the table showing details of this adjustment in inventories relates to our change in revenue recognition policy.

We have revised our discussions in MD&A to explain the reasons for significant decline in your inventories and contract liabilities as of October 31, 2023 on page 65 of the Amended Draft Registration Statement.

Contract Balances, page F-16

RESPONSE: We note the Staff’s comment, and in response hereto, respectfully advise the Staff that that we have revised our disclosure on page F-16.

Note 3. Summary of Significant Accounting Policies

Cost of Revenues, page F-16

RESPONSE: We note the Staff’s comment, and in response hereto, respectfully advise the Staff that such support cost did not include depreciation expenses related to revenue producing activities as the activities are mostly completed by labor without utilizing the equipment. Depreciation and amortization is included in our general and administrative expenses as well as research and development expenses. As such, we have revised the related accounting policy accordingly on pages F-13 and F-16.

We hope this response has addressed all of the Staff’s concerns relating to the comment letter. Should you have additional questions regarding the information contained herein, please contact the Company’s securities counsel William S. Rosenstadt, Esq., Mengyi “Jason” Ye, Esq. or Yarona Yieh, Esq. of Ortoli Rosenstadt LLP at [email protected], [email protected] or [email protected].

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