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                            January 25, 2024

       Renmei Ouyang
       Chief Executive Officer
       BAIYU Holdings, Inc.
       139, Xinzhou 11th Street
       Futian District
       Shenzhen, Guangdong, PRC 518000

                                                        Re: BAIYU Holdings,
Inc.
                                                            Amendment No. 1 to
Registration Statement on Form S-3
                                                            Filed January 12,
2024
                                                            File No. 333-273676

       Dear Renmei Ouyang:

            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 August 24, 2023
letter.

       Amendment No. 1 to Registration Statement on Form S-3, Filed January 12,
2024

       Cover Page

   1.                                                   We note your cover page
disclosure that you are not a Chinese operating company but a
                                                        Delaware holding
company with operations conducted by your subsidiaries and a VIE.
                                                        Please also disclose
prominently on the prospectus cover page that the VIE structure
                                                        involves unique risks
to investors. If true, disclose that these contracts have not been
                                                        tested in court.
Explain whether the VIE structure is used to provide investors with
                                                        exposure to foreign
investment in China-based companies where Chinese law prohibits
                                                        direct foreign
investment in the operating companies, and disclose that investors may
                                                        never hold equity
interests in the Chinese operating company. Provide a cross-reference to
                                                        your detailed
discussion of risks facing the company and the offering as a result of this
                                                        structure.
 Renmei Ouyang
FirstName  LastNameRenmei Ouyang
BAIYU Holdings,  Inc.
Comapany
January 25,NameBAIYU
            2024       Holdings, Inc.
January
Page 2 25, 2024 Page 2
FirstName LastName
2.       Clearly disclose how you will refer to the holding company,
subsidiaries, and VIEs 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 VIE. For example, disclose, if true, that
your subsidiaries
         and/or the VIE conduct operations in China, that the VIE is
consolidated for accounting
         purposes but is not an entity in which you own equity.
3.       We note your response to our prior comment 2 and reissue in part.
Please revise the
         definition of "China" on page 1 to clarify that the legal and
operational risks associated
         with operating in China also apply to any operations in Hong Kong. In
addition, we note
         the disclosure describing some of the applicable laws and regulations
in Hong Kong;
         however, please also include disclosure addressing China's Enterprise
Tax Law ("EIT
         Law") and actions related to anti-monopoly concerns in Hong Kong. In
the alternative,
         please explain why such disclosure is not necessary.
4.       We note your response to our prior comment 3 and reissue in part. We
acknowledge the
         addition of disclosure in the summary risk factors and risk factors
sections to state that to
         the extent cash in the business is in the PRC or Hong Kong, the funds
may not be
         available to fund operations outside of the PRC or Hong Kong. Please
also include this
         new disclosure on the cover page.
Our Company, page 2

5.       In addition to the disclosure describing the place of the VIE in your
corporate structure,
         describe all contracts and arrangements through which you claim to
have economic rights
         and exercise control that results in consolidation of the VIE   s
operations and financial
         results into your financial statements. Identify clearly the
entity(ies) in which the
         company   s operations are conducted. Describe the relevant
contractual agreements
         between the entities and how this type of corporate structure may
affect investors and the
         value of their investment, including how and why the contractual
arrangements may be
         less effective than direct ownership and that the company may incur
substantial costs to
         enforce the terms of the arrangements. Disclose the uncertainties
regarding the status of
         the rights of the Delaware holding company with respect to its
contractual arrangements
         with the VIE, its founders and owners, and the challenges the company
may face
         enforcing these contractual agreements due to legal uncertainties and
jurisdictional limits.
6.       We note your disclosure that the Delaware holding company controls and
receives the
         economic benefits of the VIE   s business operations through
contractual agreements
         between the VIE and Shenzhen Baiyu Jucheng and that those agreements
are designed to
         provide Shenzhen Baiyu Jucheng with the power, rights, and obligations
equivalent in all
         material respects to those it would possess as the principal equity
holder of the VIE. We
         also note your disclosure that the Delaware holding company is the
primary beneficiary of
         the VIE. Any references to control or benefits that accrue to you
because of the VIE
         should be limited to a clear description of the conditions you have
satisfied for
 Renmei Ouyang
BAIYU Holdings, Inc.
January 25, 2024
Page 3
         consolidation of the VIE under U.S. GAAP. Additionally, your
disclosure should clarify
         that you are the primary beneficiary of the VIE for accounting
purposes. Please also
         disclose, if true, that the VIE agreements have not been tested in a
court of law. We also
         note your disclosure that Shenzhen Baiyu Jucheng owns a 65% stake in
the VIE entity,
         please clarify your disclosure to indicate the nature of this stake
and if it is an equity
         ownership stake that enables Shenzhen Baiyu Jucheng to control the
VIE, regardless of
         the VIE contractual agreements. If the 65% stake that Shenzhen Baiyu
Jucheng does not
         allow it to control the VIE, then please refrain from implying that
the contractual
         agreements are equivalent to equity ownership in the business of the
VIE.
7.       We note that the consolidated VIE constitutes a material part of your
consolidated
         financial statements. Please provide in tabular form a condensed
consolidating schedule
         that disaggregates the operations and depicts the financial position,
cash flows, and results
         of operations as of the same dates and for the same periods for which
audited consolidated
         financial statements are required. The schedule should present major
line items, such as
         revenue and cost of goods/services, and subtotals and disaggregated
intercompany
         amounts, such as separate line items for intercompany receivables and
investment in
         subsidiary. The schedule should also disaggregate the parent company,
the VIE and its
         consolidated subsidiaries, the Shenzhen Baiyu Jucheng as the primary
beneficiary of the
         VIE, and an aggregation of other entities that are consolidated. The
objective of this
         disclosure is to allow an investor to evaluate the nature of assets
held by, and the
         operations of, entities apart from the VIE, as well as the nature and
amounts associated
         with intercompany transactions. Any intercompany amounts should be
presented on a
         gross basis and when necessary, additional disclosure about such
amounts should be
         included in order to make the information presented not misleading.
Intracompany Cash Transfer, page 10

8.       We note your response to our prior comment 7 and reissue in part.
Please amend the new
         cross-reference so that it points to your consolidated financial
statement as a whole, rather
         than to Note 15.
Risk Factors
Summary of Risk Factors, page 12

9.     We note your response to our prior comment 5 and reissue in part. We
acknowledge the
       addition of the Summary of Risk Factors subsection and related risk
factors disclosing the
       risk operations in China poses to investors. Please move the Summary of
Risk Factors
       subsection to the prospectus summary, and please also include in the
summary risk factors
FirstName LastNameRenmei Ouyang
       cross-references to the individual risk factors, in particular those
that describe the
Comapany    NameBAIYU
       significant         Holdings,
                   regulatory,        Inc.and enforcement risks posed by having
your operations in
                               liquidity,
JanuaryChina.
         25, 2024 Page 3
FirstName LastName
 Renmei Ouyang
FirstName  LastNameRenmei Ouyang
BAIYU Holdings,  Inc.
Comapany
January 25,NameBAIYU
            2024       Holdings, Inc.
January
Page 4 25, 2024 Page 4
FirstName LastName
Risks Related to Doing Business in China
We are a Delaware holding company that conducts its operations and operates its
business in
China through its PRC subsidiaries and..., page 14

10.      We note that this risk factor discloses that the PRC government could
disallow your
         corporate structure thus potentially rendering your securities
worthless; however, please
         revise this risk factor to acknowledge that the PRC government could
determine that the
         contractual arrangements constituting part of the VIE are not
compliant with PRC
         regulations, or that regulations could be changed or interpreted
differently in the future. In
         addition, please disclose that should the PRC government determination
of the VIE
         structure change, that would result in your inability to assert
contractual control over the
         assets of your PRC subsidiaries or the VIE that conduct all or
substantially all your
         operations.
General

11.      We note your response to our prior comment 11 and reissue in part. We
note the
         additional disclosure on page 11 of your registration statement;
however, please also
         include a separate "Enforceability" section, consistent with Item
101(g) of Regulation
         S-K.
       Please contact Nicholas Nalbantian at 202-551-7470 or Dietrich King at
202-551-8071
with any questions.



                                                                Sincerely,

                                                                Division of
Corporation Finance
                                                                Office of Trade
& Services
cc:      Mark Li