November 12, 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

Registration Statement on Form F-1 Filed October 4, 2024

File No. 333-282509 

Response to the Staff’s Comments Dated October 24, 2024

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

This letter is in response to the letter dated October 24, 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 Form F-1”), which has been revised to reflect the Staff’s comments as well as certain other updates, is being filed 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 Form F-1. Capitalized terms used but not otherwise defined herein have the meanings set forth in the Amended Form F-1.

Registration Statement on Form F-1

Prospectus Summary

Risk Factors Summary, page 8

RESPONSE: We note the Staff’s comment, and in response hereto, respectfully advise the Staff that we have updated our risk factors summary to include the risk factor that “[w]e may become subject to a variety of laws and regulations in the PRC regarding privacy, data security, cybersecurity, and data protection. We may be liable for improper use or appropriation of personal information provided by our customers” on page 10 of the Amended Form F-1.

Risk Factors

Risks Related to Our Business and Industry, page 19

RESPONSE: We note the Staff’s comment, and in response hereto, respectfully advise the Staff that we have added a risk factor “Risk Factors – Risks Related to Our Business and Industry - Our revenues are partly dependent on construction projects, which may lead to fluctuating and unpredictable revenue streams that could adversely affect our financial performance” on pages 9, 25, and 64 of the Amended Form F-1 to disclose the risks to our business from the potentially episodic revenue source from construction projects.

Capitalization, page 56

RESPONSE: We note the Staff’s comment, and in response hereto, respectfully advise the Staff that we have revised the capitalization table on page 57 of the Amended Form F-1 to reflect the amount of cash as of April 30, 2024 (Actual) and in the pro forma columns giving effects to the sale of 1,500,000 Ordinary Shares at an assumed initial public offering price of $4.25 per share under both scenarios of no allotment and full allotment exercised by our underwriters.

Dilution, page 57

RESPONSE: We note the Staff’s comment, and in response hereto, respectfully advise the Staff that we have revised the table on page 58 of the Amended Form F-1 to accurately reflect the total considerations paid by the new investors.

Exhibits

RESPONSE: We note the Staff’s comment, and in response hereto, respectfully advise the Staff that we have provided a revised legal opinion by Maples and Calder (Hong Kong) LLP, our Cayman counsel, filed hereto as Exhibit 5.1, to include counsel’s opinion on the number of shares to be issued, including the exercise of the overallotment.

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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