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                            May 12, 2023

       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
                                                            Amendment No, 1 to
Registration Statement on Form F-1
                                                            Filed April 17,
2023
                                                            File No. 333-263602

       Dear Shaofang Weng:

             We have reviewed your amended 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.
Unless we note
       otherwise, our references to prior comments are to comments in our March
25, 2022 letter.

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

       Cover page

   1.                                                   We note your revised
disclosure in response to prior comment 2 and reissue the comment
                                                        in part. Please clearly
disclose how you will refer to your subsidiaries, including your
                                                        operating subsidiaries,
throughout your prospectus.
   2.                                                   We note your revised
disclosures in response to prior comment 3. Please specifically
                                                        disclose cash flows
that have occurred between PRC subsidiaries and other subsidiaries.
 Shaofang Weng
FirstName  LastNameShaofang
Planet Image International Ltd Weng
Comapany
May        NamePlanet Image International Ltd
     12, 2023
May 12,
Page 2 2023 Page 2
FirstName LastName
3.       We note your disclosure here and elsewhere in your prospectus that on
February 17, 2023,
         the China Securities Regulatory Commission (the    CSRC   )
promulgated the Trial
         Administrative Measures of Overseas Securities Offering and Listing by
Domestic
         Companies, or the    Administrative Measures,    and five supporting
guidelines. As these
         Administrative Measures became effective on March 31, 2023, please
disclose whether
         you and relevant parties to this transaction have complied with your
obligations under the
         Administrative Measures. In addition, please update your risk factor
disclosure on page
         33 to reflect that the Administrative Measures came into effect on
March 31, 2023.
4.       Consistent with your disclosure on page 6, please revise your
prospectus cover page to
         disclose that your auditor is headquartered in Sugar Land, Texas, and
has been inspected
         by the PCAOB on a regular basis with the last inspection in September
2022.
Prospectus Summary, page 5

5.       We note your revised disclosure in response to prior comment 5 that
you believe that each
         of your PRC subsidiaries has all requisite permissions or approvals to
conduct its business
         in the manner presently conducted and described in the prospectus, and
that other than the
         licenses and approvals disclosed in the prospectus that your PRC
subsidiaries have
         obtained for a domestic company in China to engage in the similar
businesses, as of the
         date of the prospectus, neither you nor any of your PRC subsidiaries
is required to obtain
         any permission from any PRC authorities, including, but not limited
to, the Cyberspace
         Administration of China, to conduct its operations. Please expand to
clarify whether your
         Hong Kong subsidiaries have all permissions or approvals required to
obtained from
         Chinese authorities to operate your business and to offer the
securities being registered to
         foreign investors.
Cash Transfer and Dividend Distributions, page 6

6.       We note your revised disclosure in response to prior comment 6 cross
references the risk
         factor titled "PRC regulations of loans and direct investment by
offshores holding
         companies to PRC entities may delay or prevent us from using the
proceeds of our
         offshore financing to make loans or additional capital contributions
to our PRC
         subsidiaries, which could materially and adversely affect our
liquidity and our ability to
         fund and expand our business" for a discussion of the restrictions and
limitations on your
         ability to distribute earning to your Cayman Islands holding company
and the investors.
         However, we are not able to find a discussion of such restrictions and
limitations in such
         risk factor and reissue the comment in part. Please discuss here the
restrictions and
         limitations on your ability to distribute earnings from the company,
including your PRC
         and non-PRC subsidiaries, to the parent company and U.S. investors. We
also note
         you disclose that subject to certain contractual, legal and regulatory
restrictions, cash and
         capital contributions may be transferred among your Cayman Islands
holding company
         and your subsidiaries. Please describe these contractual, legal and
regulatory restrictions.
         Lastly, we note you disclose that cash transfers from your Cayman
Islands holding
         company are subject to applicable PRC laws and regulations on loans
and direct
 Shaofang Weng
FirstName  LastNameShaofang
Planet Image International Ltd Weng
Comapany
May        NamePlanet Image International Ltd
     12, 2023
May 12,
Page 3 2023 Page 3
FirstName LastName
         investment. Please describe these applicable PRC laws and regulations.
Dilution, page 55

7.       We note your table illustrating how the net tangible asset per share
is determined. Please
         address the following:

                Explain why the consolidated assets and liabilities included in
the numerator are not
              consistent with the corresponding numbers on the balance sheet,
on page F-3.
                Tell us the nature of the intangible asset in the amount of
$2,632,149 and the
              corresponding line item(s) on the balance sheet.
                We note your disclosure in Capitalization, page 54 that all of
your redeemable
              ordinary shares will be automatically converted into 14,104,236
Class A ordinary
              shares prior to completion of this offering. If so, tell us the
basis for deducting
              mezzanine equity amount of $14,104,236 in the numerator and how
you
              derived 26,315,800 of class A ordinary shares in the denominator.
In addition,
              disclose here the conversion price of the redeemable ordinary
shares and the number
              of Class A ordinary shares issuable upon automatic conversion of
redeemable
              shares.
Industry Overview, page 74

8.       We note industry and market data here and elsewhere has been updated.
Please clarify
         whether the CIC Report referenced on page 72 has been updated. Please
also provide an
         updated consent from CIC.
Legal Proceedings, page 108

9.       We note your disclosure regarding the complaint filed by ML Products
on November 12,
         2021 with the United States District Court for the Central District of
California against
         Aster US, a subsidiary of the Company, and five other defendants.
Please update your
         disclosure regarding the status of this litigation.
Principal Shareholders, page 132

10.      Please revise your beneficial ownership table to include Mr. Quanmao
Zhou, your chief
         financial officer.
Financial Statements
Notes to Consolidated Financial Statements
11. Mezzanine Equity, page F-24

11.      We note your disclosure on page 54 indicate automatic conversion of
all of redeemable
         ordinary shares into 14,104,236 Class A ordinary shares immediately
prior to the
         completion of this offering. Please expand to describe any provisions
and features in your
         governing documents related to the automatic conversion of your
redeemable ordinary
 Shaofang Weng
Planet Image International Ltd
May 12, 2023
Page 4
      shares into shares of your Class A common stock, describe circumstances
or events in
      which the conversion of redeemable shares is mandatory or optional,
conversion price and
      explain how the number of Class A ordinary shares is determined upon
conversion of the
      redeemable shares.

General

12.   Please clarify whether the references to "PRC subsidiaries" throughout
your prospectus
      include or exclude your Hong Kong subsidiaries. If such references are
intended to
      exclude your Hong Kong subsidiaries, please revise your disclosure
throughout to clarify
      that the legal and operational risks associated with operating in China
also apply to your
      operations in Hong Kong. For instance, clarify that the PRC government
has significant
      authority to intervene or influence your Hong Kong subsidiaries at any
time, which could
      result in a material adverse change to your business, prospects,
financial condition, and
      results of operations, and the value of your securities. In addition,
discuss any
      commensurate laws and regulations in Hong Kong, where applicable
throughout the
      prospectus, and the risks and consequences to you associated with those
laws and
      regulations.
13.   We note you disclose that your operating subsidiaries    European
customers are from a
      large number of different countries, including Russia. To the extent
material, please
      describe the direct or indirect impact of Russia   s invasion of Ukraine
on your business
      and disclose any known trends or uncertainties that have had or are
reasonably likely to
      have a material impact on your cash flows, liquidity, capital resources,
cash requirements,
      financial position, or results of operations arising from, related to, or
caused by the global
      disruption from, Russia   s invasion of Ukraine.
       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
May 12, 2023 Page 4
cc:       Cindy Li, Esq.
FirstName LastName