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                             February 8, 2023

       Chang-Hyuk Kang
       Chief Executive Officer
       Hanryu Holdings, Inc.
       160, Yeouiseo-ro
       Yeongdeungpo-gu, Seoul
       Republic of Korea 07231

                                                        Re: Hanryu Holdings,
Inc.
                                                            Amendment No. 1 to
Registration Statement on Form S-1
                                                            Filed February 7,
2023
                                                            File No. 333-269419

       Dear Chang-Hyuk Kang:

             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
February 3, 2023 letter.

       Amendment No. 1 to Registration Statement filed on Form S-1

       Prospectus Summary, page 4

   1.                                                   We note your revision
in response to prior comment one. Please further revise to state, if
                                                        true, "For the nine
months ended September 30, 2022, we had generated $904,041 of
                                                        revenue in aggregate
from marketing service sales, product sales and content sales from
                                                        certain Company
subsidiaries." Also state, if true, "To date, we have not generated
                                                        revenue from the FANTOO
platform...." Lastly, remove the references to "as of
                                                        September 30, 2022" to
avoid confusion in this disclosure.
 Chang-Hyuk Kang
FirstName LastNameChang-Hyuk  Kang
Hanryu Holdings, Inc.
Comapany8,NameHanryu
February   2023       Holdings, Inc.
February
Page 2 8, 2023 Page 2
FirstName LastName
The Offering, page 15

2.       You disclose that all information in this prospectus assumes the
issuance of shares of
         common stock from the exercise of all issued and outstanding warrants.
Since the shares
         outstanding as of February 6, 2023 excludes 6,487,767 shares of common
stock issuable
         upon exercise of warrants that have not been exercised as of that
date, it is unclear what
         share issuance is assumed. Please explain and revise as necessary.
Executive Compensation, page 104

3.       Please update your Securities Authorized for Issuance under Equity
Compensation Plans
         table and your Outstanding Equity Awards at Fiscal Year-End disclosure
through
         December 31, 2022.
Notes to Condensed Consolidated Financial Statements
Note 3 - Restatement, page F-18

4.       Please revise to incorporate here all of the information disclosed in
Explanatory Note on
         page F-2. Further, revise to discuss the restatement adjustments
related to the
         reclassification of costs from Operating cost and expenses to Cost of
Revenue. Lastly,
         discuss the adjustments and impact for the nine months ended September
30, 2021.
Notes to Consolidated Financial Statements
Note 3 - Restatement, page F-64

5.       Please revise to incorporate here all of the information disclosed in
the Explanatory Note
         on page F-48, however, such information should address the impact of
the restatement
         adjustments as of and for the year ended December 31, 2021.
       You may contact Melissa Kindelan, Senior Staff Accountant, at (202)
551-3564 or
Kathleen Collins, Accounting Branch Chief, at (202) 551-3499 if you have
questions regarding
comments on the financial statements and related matters. Please contact Edwin
Kim, Staff
Attorney, at (202) 551-3297or Larry Spirgel, Office Chief, at (202) 551-3815
with any other
questions



                                                              Sincerely,

                                                              Division of
Corporation Finance
                                                              Office of
Technology
cc:      Matthew Ogurick, Esq.