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                             February 28, 2022

       Larry Wu
       Chairman and Chief Executive Officer
       GigaCloud Technology Inc.
       Unit A, 12/F, Shun Ho Tower
       24-30 Ice House Street
       Central
       Hong Kong

                                                        Re: GigaCloud
Technology Inc.
                                                            Amendment No. 4 to
Draft Registration Statement on Form F-1
                                                            Submitted January
31, 2022
                                                            CIK No. 0001857816

       Dear Mr. Wu:

             We have reviewed your amended draft 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 providing the requested
information and either submitting
       an amended draft registration statement or publicly filing your
registration statement on
       EDGAR. 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 the information you provide in response to these
comments and your
       amended draft registration statement or filed registration statement, we
may have additional
       comments.

       Amendment No. 4 to Draft Registration Statement on Form F-1 Submitted
January 31, 2022

       Cover Page

   1.                                                   We note your amended
disclosure in response to Comment 1, but the disclosure does not
                                                        fully comply with the
comment. Please revise the disclosure on your prospectus cover
                                                        page to more
prominently disclose that you are not a Chinese operating company but a
                                                        Cayman Islands holding
company, with operations conducted by your subsidiaries based
                                                        in China and Hong Kong,
and that this structure involves unique risks to investors. The
                                                        current disclosure on
your prospectus cover page only indicates that your "corporate
                                                        structure involves
unique risks to investors" based on the fact that "they are purchasing
 Larry Wu
GigaCloud Technology Inc.
February 28, 2022
Page 2
         equity securities in a Cayman Islands holding company." Disclose that
investors may
         never directly hold equity interests in your China- and Hong
Kong-based subsidiaries and,
         in doing so, ensure that you explicitly reference your China- and Hong
Kong-
         based subsidiaries. In this regard, we note the current disclosure on
the prospectus cover
         page only refers to your "subsidiaries" in general, without explicitly
referencing your
         China- and Hong Kong-based subsidiaries. Your disclosure should
acknowledge that
         Chinese regulatory authorities could disallow this structure, which
would likely result in a
         material change in your operations and/or a material change in the
value of the securities
         you are registering for sale, including that it could cause the value
of such securities to
         significantly decline or become worthless. Include similar disclosure
in your risk factors
         and provide specific cross-references here to your detailed discussion
of each of the risks
         facing the company and the offering as a result of this structure.
2.       We note your amended disclosure in response to Comment 2, but we note
that it does not
         fully comply with the comment. Please further revise the prospectus
cover page to more
         prominently disclose the legal and operational risks associated with
being based in or
         having the majority of your operations in Hong Kong and thereby
subject to political and
         economic influence from China. In this regard, the current disclosure
on your prospectus
         cover page only addresses how the Chinese government has authority to
exert political
         and economic influence on a company with operations in mainland China.
Please also
         revise your disclosure to make clear that these risks could result in
a material change in
         your operations and/or the value of the securities you are registering
for sale or could
         significantly limit or completely hinder your ability to offer or
continue to offer securities
         to investors and cause the value of such securities to significantly
decline or be worthless.
         Your disclosure should also address how recent statements and
regulatory actions by
         China   s government related to China   s extension of authority into
Hong Kong, have or
         may impact the company   s ability to conduct its business, accept
foreign investments, or
         list on a U.S. or other foreign exchange. In addition, please disclose
whether your auditor
         is subject to the determinations announced by the PCAOB on December
16, 2021 and
         whether and how the Holding Foreign Companies Accountable Act and
related
         regulations will affect your company. Your prospectus summary should
address, but not
         necessarily be limited to, the risks highlighted on the prospectus
cover page.
3.     Clearly disclose how you will refer to the holding company and
subsidiaries 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. We note your disclosure that "[i]n this prospectus,
'we,' 'us,' 'our
       company,' 'our,' 'our group,' 'GigaCloud,' or 'GigaCloud Technology'
refer to GigaCloud
       Technology Inc, our Cayman Islands holding company, its predecessor
entity, its
FirstName LastNameLarry Wu
       subsidiaries, its consolidated VIEs and any subsidiaries of its
consolidated VIEs, as the
Comapany    NameGigaCloud
       context                 Technology
                requires." Refrain         Inc. terms such as    we    or
our    when describing
                                    from using
       activities
February  28, 2022or Page
                     functions
                          2 of a PRC or Hong Kong subsidiary.
FirstName LastName
 Larry Wu
FirstName
GigaCloud LastNameLarry
          Technology Inc.Wu
Comapany28,
February  NameGigaCloud
            2022          Technology Inc.
February
Page 3 28, 2022 Page 3
FirstName LastName
4.       Provide a description of how cash is transferred through your
organization. State whether
         any transfers, dividends, or distributions have been made to date
between the holding
         company, its subsidiaries, or to investors, and quantify the amounts
where applicable.
Prospectus Summary
Risks Related to Doing Business in China, page 8

5.       We note your response to Comment 3, and the amended disclosure you
provided in your
         summary discussion of the risks related to doing business in China.
Please enhance your
         disclosure in this section to include a more complete discussion of
the significant
         regulatory, liquidity, and enforcement risks that being based in Hong
Kong and having the
         majority of your operations in China and Hong Kong, poses to
investors. For example,
         specifically discuss risks arising from the legal system in China,
including risks and
         uncertainties regarding the enforcement of laws as well as China's
extension of authority
         into Hong Kong, and that rules and regulations in China can change
quickly with little
         advance notice. In addition, expand the fourth bullet point on page 8
to clarify that you
         are based in Hong Kong and the majority of your operations are in
China and Hong Kong,
         if true. Please also expand this bullet point to clarify that the
Chinese government
         may exert more control over offerings conducted overseas and/or
foreign investment in
         China- and Hong Kong-based issuers, which could result in a material
change in your
         operations and/or the value of the securities you are registering for
sale. Further, please
         add disclosure in this section acknowledging any risks that any
actions by the Chinese
         government to exert more oversight and control over offerings that are
conducted overseas
         and/or foreign investment in China- and Hong Kong-based issuers could
significantly
         limit or completely hinder your ability to offer or continue to offer
securities to investors
         and cause the value of such securities to significantly decline or be
worthless. Further,
         with respect to the risks you discuss here and that were identified in
Comment 3, please
         provide specific cross-references to the individual risk factors that
discuss the risks in
         greater detail.

         As a related matter, we note your disclosure in the fourth bullet
point on page 8 that, "The
         PRC government may . . . intervene in or influence our operations at
any time, which
         could result in a material change in our operations and/or the value
of our securities."
         Please revise the language stating "value of our securities" to
indicate "the value of the
         securities" you "are registering for sale."
Recent Regulatory Development
Cybersecurity Measures and Potential CSRC Filing For Overseas Listing, page 9

6.       We note your amended disclosure on pages 9-10 in response to Comment
4, and we
         reissue our comment in part. While you state on page 10 that you do
not believe you are
         required to file with the Cyberspace Administration of China (CAC) for
a cybersecurity
         review, your disclosure in this section does not affirmatively state
whether you or your
         subsidiaries are required to obtain any other permissions or approvals
from any Chinese
 Larry Wu
FirstName
GigaCloud LastNameLarry
          Technology Inc.Wu
Comapany28,
February  NameGigaCloud
            2022          Technology Inc.
February
Page 4 28, 2022 Page 4
FirstName LastName
         authorities to operate your business and to offer the securities being
registered to foreign
         investors. Please also state whether you or your subsidiaries are
covered by permissions
         requirements from the China Securities Regulatory Commission (CSRC),
CAC or any
         other governmental agency that is required to approve your operations,
and state
         affirmatively whether you have received all requisite permissions or
approvals and
         whether any permissions or approvals have been denied. In instances
where the
         regulations governing such permissions or approvals have yet to go
into effect, such
         as the CSRC   s Draft Overseas Listing Rules, please disclose whether
you believe you
         would be subject to such rules and regulations if they were enacted,
as currently
         proposed. In this regard, we note your risk factor disclosure on pages
54, 56, and 58
         seems to suggest that you may be subject to the Draft Overseas Listing
Rules if they were
         enacted. Further, please also describe the consequences to you and
your investors if you
         or your subsidiaries: (i) do not receive or maintain such permissions
or approvals, (ii)
         inadvertently conclude that such permissions or approvals are not
required, or (iii)
         applicable laws, regulations, or interpretations change and you are
required to obtain such
         permissions or approvals in the future.
7.       Please also revise this section to affirmatively state whether you and
your subsidiaries are
         covered by each of the laws and regulations of the People's Republic
of China you discuss
         in this section, such as the NDRC's and MOFCOM's Measures for the
Security Review of
         Foreign Investments. Additionally, if you do not believe you would be
subject to any of
         the rules or regulations discussed in this section, please explain
why. As applicable, make
         conforming revisions to the disclosure in your risk factors.
Risk Factors
Risks Related to Doing Business in China
We operate our GigaCloud Marketplace through our Hong Kong subsidiary . . .,
page 48

8.       We note your response to Comment 6, and your amended disclosure
included on page 48.
         Please revise your disclosure in this risk factor to highlight the
risk that the Chinese
         government may intervene or influence your operations in Hong Kong at
any time, which
         could result in a material change in your operations and/or the value
of the securities you
         are registering.
The PRC government may exercise significant oversight and discretion over . .
.., page 53

9.       Please revise your disclosure in this risk factor to specifically
highlight the risk that the
         Chinese government may intervene or influence your operations at any
time, which could
         result in a material change in your operations and/or the value of the
securities you are
         registering. In this regard, please also revise the phrase "the value
of our securities" in the
         heading of this risk factor to specifically state "the value of the
securities" you "are
         registering." Also, given recent statements by the Chinese government
indicating an
         intent to exert more oversight and control over offerings that are
conducted overseas
         and/or foreign investment in China- and Hong Kong-based issuers,
acknowledge the risk
 Larry Wu
GigaCloud Technology Inc.
February 28, 2022
Page 5
      that any such action could significantly limit or completely hinder your
ability to offer or
      continue to offer securities to investors and cause the value of such
securities to
      significantly decline or be worthless.
Risks Related to the ADSs and this Offering
Our ADSs may be delisted under the HFCA Act if the PCAOB is . . ., page 72

10.   We note your disclosure that the United States Senate has passed the
Accelerating
      Holding Foreign Companies Accountable Act, which, if enacted, would
decrease the
      number of    non-inspection years    from three years to two years.
Please add disclosure
      that provides that, if enacted, this would reduce the time before your
securities may be
      prohibited from trading or delisted. Please make conforming revisions to
your disclosure
      on page 11.
Regulation, page 148

11.   We note your response to Comment 7, and the amended disclosure on pages
148-51
      and 154-58. However, your amended disclosure is only partially responsive
to the
      comment. Please further revise your disclosure in this section to discuss
the effects of
      each of the various regulations that you describe here on your business,
so that investors
      can understand how the regulations are applicable to you, as well as the
nature and degree
      of impact of such regulations on your business.
       Please contact Nicholas Lamparski at 202-551-4695 or Jennifer L  pez at
202-551-3792
with any other questions.



                                                             Sincerely,
FirstName LastNameLarry Wu
                                                             Division of
Corporation Finance
Comapany NameGigaCloud Technology Inc.
                                                             Office of Trade &
Services
February 28, 2022 Page 5
cc:       Benjamin Su
FirstName LastName