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                            March 25, 2022

       Shaofang Weng
       Chief Executive Officer
       Planet Image International Ltd
       No. 756 Guangfu Road
       Hi-tech Development Zone
       Xinyu City, Jiangxi Province
       People   s Republic of China

                                                        Re: Planet Image
International Ltd
                                                            Registration
Statement on Form F-1
                                                            Filed March 16,
2022
                                                            File No. 333-263602

       Dear Mr. Weng:

              We have reviewed your 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.

       Registration Statement on Form F-1

       Cover Page

   1.                                                   We note you disclose
that you directly hold 100% equity interests in your subsidiaries and
                                                        do not currently use a
VIE structure. Please expand your prospectus cover page disclosure
                                                        to state prominently
that you are not a Chinese operating company but a Cayman Islands
                                                        holding company with
operations conducted by your subsidiaries, including subsidiaries
                                                        based in China, and
that this structure involves unique risks to investors. Please also
                                                        disclose that investors
may never hold equity interests in the Chinese operating
                                                        companies. Your
disclosure should acknowledge that Chinese regulatory authorities
                                                        could disallow your
operating structure, which would likely result in a material change in
 Shaofang Weng
FirstName  LastNameShaofang
Planet Image International Ltd Weng
Comapany
March      NamePlanet Image International Ltd
       25, 2022
March2 25, 2022 Page 2
Page
FirstName LastName
         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. Provide a cross-reference to your detailed
discussion of risks facing
         the company and the offering as a result of this structure.
2.       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 are
conducting the business
         operations. Refrain from using terms such as "we" or "our" when
describing activities or
         functions of the operating subsidiaries. For example, disclose, if
true, that your
         subsidiaries conduct operations in China, and that the holding company
does not conduct
         operations. Disclose clearly the entity (including the domicile) in
which investors are
         purchasing an interest.
3.       We note you disclose that your Cayman Islands holding company received
cash as
         intercompany loans from subsidiaries and that your subsidiaries
received cash from your
         Cayman Islands holding company as intercompany loans for the years
ended
         December 31, 2019 and 2020, and the six months ended June 30, 2021. We
further note
         you disclose that during the years ended December 31, 2019 and 2020,
and the six months
         ended June 30, 2021, no cash flows occurred between your Cayman
Islands holding
         company and your PRC subsidiaries. Please expand your disclosure to
state whether any
         transfers, dividends, or distributions have been made to date, and not
just for the years
         ended December 31, 2019 and 2020 and the six months ended June 30,
2021, between the
         holding company and its subsidiaries, or to investors, and quantify
the amounts where
         applicable. Also provide a cross-reference to the consolidated
financial statements.
Prospectus Summary, page 3

4.       With respect to each of the risks that your corporate structure and
being based in or having
         the majority of the company's operations in China poses to investors,
please ensure that
         you have included a cross-reference to the more detailed discussion of
these risks in the
         prospectus.
5.       We note you disclose the material licenses and approvals that you and
your subsidiaries
         are required to obtain for your operations in China on page 4. Please
disclose each
         permission or approval, and not just the material licenses and
approvals, that you or your
         subsidiaries are required to obtain from Chinese authorities to
operate your business and
         to offer the securities being registered to foreign investors. State
affirmatively whether
         you have received all requisite permissions or approvals and whether
any permissions or
         approvals have been denied.
6.       Provide a clear description of how cash is transferred through your
organization in your
         prospectus summary. Quantify any cash flows and transfers of other
assets by type that
         have occurred between the holding company and its subsidiaries, and
direction of
         transfer. Quantify any dividends or distributions that a subsidiary
has made to the holding
 Shaofang Weng
FirstName  LastNameShaofang
Planet Image International Ltd Weng
Comapany
March      NamePlanet Image International Ltd
       25, 2022
March3 25, 2022 Page 3
Page
FirstName LastName
         company and which entity made such transfer, and their tax
consequences. Similarly
         quantify dividends or distributions made to U.S. investors, the
source, and their tax
         consequences. Your disclosure should make clear if no transfers,
dividends, or
         distributions have been made to date. Describe any restrictions on
foreign exchange and
         your ability to transfer cash between entities, across borders, and to
U.S. investors.
         Describe any restrictions and limitations on your ability to
distribute earnings from the
         company, including your subsidiaries, to the parent company and U.S.
investors. In this
         discussion, please clarify the entities that are located or organized
in China or Hong Kong.
Risk Factors
Risks Relating to Doing Business in the PRC
The Chinese government exerts substantial influence over the manner in which we
must conduct
our business activities, page 29

7.       Please update your disclosure to discuss that the Cybersecurity Review
Measures became
         effective on February 15, 2022.
Use of Proceeds, page 47

8.       We note your disclosure that you will receive net proceeds from this
offering of
         approximately US$23.59 million, or approximately US$27.32 million if
the underwriter
         exercises its over-allotment option in in full. Please provide the
details demonstrating
         how you calculated the net proceeds under both the scenarios.
Dilution, page 50

9.       Please revise to include a tabular presentation showing the components
of the
         denominator and numerator for the pro forma net tangible book value
per ordinary share
         calculation. The table should include a separate column assuming
underwriter exercises
         its over-allotment option in full.
Exhibits

10.      You disclose on page F-50 that, on September 30, 2019, the Group
issued ordinary shares
         to Xinyu High-Tech Investment Co., Ltd (   Gaoxin    or the    Holder
 ) which are subject to
         redemption upon the occurrence of a "Redemption Event." You also
disclose on page F-
         27 that, on March 9, 2022, the Group entered into an intended
supplementary agreement
         with Gaoxin to extend the date specified in the first Redemption Event
for twelve months
         to March 31, 2023, and the Group is going through necessary
governmental approval
         procedures to enter into a formal supplementary agreement with Gaoxin
which
         are expected to be completed by the end of March 2022. Please file a
copy of the
         agreement evidencing the redemption rights granted to Gaoxin in
connection with your
         issuance of ordinary shares on September 30, 2019 as an exhibit to the
registration
         statement or tell us why you believe you are not required to to so.
Please also file copy of
         the intended supplementary agreement with Gaoxin or the formal
supplementary
 Shaofang Weng
Planet Image International Ltd
March 25, 2022
Page 4
      agreement if completed.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

       You may contact Joanna Lam, Staff Accountant, at 202-551-3476 or Raj
Rajan, Staff
Accountant, at 202-551-3388 if you have questions regarding comments on the
financial
statements and related matters. Please contact Irene Barberena-Meissner, Staff
Attorney, at 202-
551-6548 or Karina Dorin, Staff Attorney, at 202-551-3763 with any other
questions.



                                                           Sincerely,
FirstName LastNameShaofang Weng
                                                           Division of
Corporation Finance
Comapany NamePlanet Image International Ltd
                                                           Office of Energy &
Transportation
March 25, 2022 Page 4
cc:       Cindy Li, Esq.
FirstName LastName