October 24, 2024

Haicheng Xu
Chief Executive Officer
Decent Holding Inc.
4th Floor & 5th Floor North Zone, Dingxin Building
No. 106 Aokema Avenue
Laishan District, Yantai, Shandong Province
People   s Republic of China 264600

       Re: Decent Holding Inc.
           Registration Statement on Form F-1
           Filed October 4, 2024
           File No. 333-282509
Dear Haicheng Xu:

       We have reviewed your registration statement and have the following
comments.

        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 July 17,
2024 letter.

Registration Statement on Form F-1
Prospectus Summary
Risk Factors Summary, page 8

1.     We note that you revised your "Risk Factors Summary," and in part
removed a risk
       factor from "Risks Related to Doing Business in the PRC" found on page
37 entitled
       "[w]e may become subject to a variety of laws and regulations in the PRC
regarding
       privacy, data security, cybersecurity, and data protection..." In light
of recent events
       indicating greater oversight by the Cyberspace Administration of China
(CAC) over
       data security, particularly for companies seeking to list on a foreign
exchange, please
       include this risk factor in your risk factor summary. See Item 105(b) of
Regulation S-
       K.
 October 24, 2024
Page 2

Risk Factors
Risks Related to Our Business and Industry, page 19

2.     For the six months ended April 30, 2024, you disclose within MD&A on
page 67 that
       the revenue from wastewater treatment service witnessed a dramatic
decrease to
       $491,991 from $2,401,638 for the six months ended April 30, 2023, with a
reduction
       of 79.51%, primarily due to the completion of the company   s major
customer   s
       wastewater treatment investment and construction during the last fiscal
year, and there
       was no new demand from the major customer. If your revenues for
wastewater
       treatment services are tied to construction projects, please disclose
the risks to your
       business from this potentially episodic revenue source.
Capitalization, page 56

3.     Please revise your capitalization table to reflect the amount of cash as
of April 30,
       2024 (Actual) and in the pro forma columns giving effects to the sale of
1,500,000
       Ordinary Shares at an assumed initial public offering price of $4.25 per
share under
       both scenarios of no allotment and full allotment exercised by your
underwriter.
Dilution, page 57

4.     We refer to the table summarizing, on a pro forma basis as of October
31, 2023, the
       differences between existing shareholders and the new investors with
respect to the
       number of Ordinary Shares to be purchased in the Initial Public
Offering. Please
       clarify why total considerations paid by the new investors is in the
amount of
       $6,000,000 rather than $6,375,000, assuming sale of 1,500,000 Ordinary
Shares in
       this offering at an assumed initial public offering price of $4.25 per
share. Revise your
       disclosures as appropriate.
Exhibits

5.     Please revise your legal opinion in Exhibit 5.1 to include counsel's
opinion on the
       number of shares to be issued, including the exercise of the
overallotment. For
       example, the first paragraph of your opinion refers to 1,500,000
ordinary shares;
       however, you have also granted to the underwriters an option to purchase
up to
       225,000 additional Ordinary Shares.
        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.
 October 24, 2024
Page 3

       Please contact Joanna Lam at 202-551-3476 or Raj Rajan at 202-551-3388
if you
have questions regarding comments on the financial statements and related
matters. Please
contact Michael Purcell at 202-551-5351 or Kevin Dougherty at 202-551-3271 with
any other
questions.



                                                        Sincerely,

                                                        Division of Corporation
Finance
                                                        Office of Energy &
Transportation
cc:   Yarona Yieh