United States securities and exchange commission logo





                              January 12, 2024

       Bin Lu
       Chief Executive Officer
       Huachen AI Parking Management Technology Holding Co., Ltd
       No.1018 Haihe Road, Dushangang Town
       Pinghu City, Jiaxing
       Zhejiang Province, China 314205

                                                        Re: Huachen AI Parking
Management Technology Holding Co., Ltd
                                                            Draft Registration
Statement on Form F-1
                                                            Submitted December
19, 2023
                                                            CIK No. 0001958399

       Dear Bin Lu:

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

              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 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 the information you provide in response to this
letter and your amended
       draft registration statement or filed registration statement, we may
have additional comments.

       Draft Registration Statement on Form F-1 filed December 19, 2023

       Cover Page

   1.                                                   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. In
this regard, we note that the second paragraph on the prospectus
                                                        cover page and the
prospectus conventions on page 1 appear to inconsistently define
                                                        pronouns (   we,
us,       our   ), and do not clearly define a term to collectively refer to
the
                                                        registrant and its
subsidiaries throughout the document.
   2.                                                   According to the
corporate diagram on page 3, it appears that you own less than 100% of
                                                        the PRC subsidiaries
other than Hua Chen WFOE, given the 10% ownership of certain
                                                        individuals in Zhejiang
Hua Chen Tech and the 17% ownership of SME Development
 Bin Lu
Huachen AI Parking Management Technology Holding Co., Ltd
January 12, 2024
Page 2
         Fund in Shanghai TD Manufacturing. Please revise your cover page
disclosure to clearly
         identify your ownership percentage of each PRC subsidiary.
Additionally revise
         disclosure on page 24 stating,    Our current PRC subsidiaries are
wholly-owned by our
         Hong Kong subsidiary,    to reconcile the apparent inconsistency.
3.       Please revise to reconcile the apparent inconsistency between
disclosure that    We are
         required to make filings with the CSRC    and    [T]he Company is
currently not required to
         obtain permission from any of the PRC federal or local government,
or advise. Conform
         disclosures throughout the registration statement as appropriate, for
example, and without
         limitation, disclosure on page 10 that "We believe that the Company
and our subsidiaries
         are currently not required to obtain the approval from the CSRC to
list on U.S exchanges
         or issue securities to foreign investors."
Prospectus Summary, page 1

4.       Please revise the overview of your business to provide a clear and
specific description of
         your operations and products. In this regard, we note disclosure on
page 44 that appears to
         indicate that you engage in the construction of parking garages, the
manufacturing of
         structural steel components, and the provision of repair and
maintenance services.
         Additionally discuss the customers and markets for your products and
services.
5.       Please balance your disclosure of your strengths with a discussion of
your principal
         challenges, limitations, or weaknesses in the prospectus summary.
Summary of Risk Factors, page 4

6.     In your summary of risk factors, disclose the risks that your corporate
structure and being
       based in or having the majority of the company   s operations in China
poses to investors.
       In particular, describe the significant regulatory, liquidity, and
enforcement risks with
       cross-references to the more detailed discussion of these risks in the
prospectus. For
       example, specifically discuss risks arising from the legal system in
China, including risks
       and uncertainties regarding the enforcement of laws and that rules and
regulations in
       China can change quickly with little advance notice; and the risk that
the Chinese
       government may intervene or influence your operations at any time, or
may exert more
       control over offerings conducted overseas and/or foreign investment in
China-based
       issuers, which could result in a material change in your operations
and/or the value of the
       securities you are registering for sale. Acknowledge any risks that any
actions by the
       Chinese government to exert more oversight and control over offerings
that are conducted
FirstName LastNameBin Lu
       overseas and/or foreign investment in China-based issuers could
significantly limit or
Comapany    NameHuachen
       completely           AI Parking
                    hinder your           Management
                                 ability to             Technology
                                            offer or continue to offerHolding
Co.,

securities to Ltd

     investors and
Januarycause  the value
         12, 2024  Page of
                        2 such securities to significantly decline or be
worthless.
FirstName LastName
 Bin Lu
FirstName
Huachen AILastNameBin  Lu
            Parking Management Technology Holding Co., Ltd
Comapany
January 12,NameHuachen
           2024         AI Parking Management Technology Holding Co., Ltd
January
Page 3 12, 2024 Page 3
FirstName LastName
Risk Factors, page 16

7.       Please expand your disclosure in this section to specifically address
the material risks
         associated with your business and operations, including, without
limitation, risks related
         to your raw materials, suppliers, manufacturing, customers, and
development plans.
8.       We note disclosure on page 48 that appears to indicate the Company has
no new projects
         and relied on bank borrowing to maintain daily operations in 2022.
Please add risk factor
         disclosure that assesses the related risks to the company and
investors.
Regulatory actions, legal proceedings, and customer complaints against us . . .
, page 31

9.       We note your reference to litigation, regulatory proceedings, and
other disputes arising
         outside the ordinary course of the business, together with the
potential inadequacy of your
         reserves for such matters. Please revise your disclosure in an
appropriate section of the
         registration statement to more fully discuss these matters and related
reserves.
If we cannot satisfy, or continue to satisfy, the initial listing requirements
and other rules of
Nasdaq Global Market . . . , page 36

10.      Please revise your disclosure for consistency with disclosure on your
prospectus cover
         page and elsewhere that indicates your initial public offering is
conditioned upon Nasdaq
         approval of listing.
Use of Proceeds, page 39

11.      We note that a certain portion of the proceeds received from this
offering will be used for
         "Acquisition of new parking lot management operations." Please expand
to disclose the
         identity of such businesses, if known, or, if not known, the nature of
the businesses to be
         sought, the status of any negotiations with respect to the
acquisition, and a brief
         description of such business. Refer to Item 504 of Regulation S-K.
Additionally revise
         your business section to more fully discuss your acquisition plans.
Capitalization, page 40

12.      Please revise to include both short and long-term debt, as well as
non-controlling interest,
         as components of your total capitalization.
Management's Discussion and Analysis of Financial Condition and Results of
Operations Key
Performance Indicators
Key Performance Indicators
Revenue, page 44

13.      The revenue composition percentages disclosed on page 44 appear
inconsistent with the
         data presented in the revenue by product category table on page F-12.
Please revise your
         disclosures as necessary.
 Bin Lu
Huachen AI Parking Management Technology Holding Co., Ltd
January 12, 2024
Page 4
Industry, page 53

14.      Please expand this section to more fully describe the industry in
which your subsidiaries
         operate. Explain the meaning of references to    smart,
intelligent,       cubic,    and    three-
         dimensional    parking, discussing how this differs from conventional
parking. Additionally
         explain what is meant by the national network parking program. Discuss
the
         national standards, certifications, and certificates referenced
elsewhere, for example on
         pages 4 and 67, providing sufficient information to allow investors to
understand their
         significance.
Business, page 55

15.      Please revise your business section to provide a clear overview of
your operations,
         products, and services, with sufficient information to allow investors
to understand your
         business. Additionally disclose, wherever applicable, your suppliers,
raw materials,
         manufacturing, markets, and customer base.
16.      We note your disclosure regarding the development of a cloud-based
application for
         parking management and maintenance, including a reference to
leveraging artificial
         intelligence, and of comprehensive new energy vehicle charging
facilities, including
         innovative solar charging garages. Please expand your disclosure to
more fully discuss the
         development process, including current status, key milestones,
expected timetable, and
         material obstacles to overcome. Clearly distinguish your aspirations
from your
         accomplishments. Additionally clarify the reference to "assimilating
advanced parking
         equipment technology from abroad."
Structural Steel Components, page 65

17.      Please revise your disclosure to clarify whether the components in
this section are your
         products and to explain whether these products are sold directly to
customers and/or are
         incorporated into parking garages that your install. Revise the
introductory text to the
         revenue ratio tables to clearly describe what the percentages
represent (for example, the
         break-down of structural steel component revenues, or of total
revenues). Provide
         additional analysis as appropriate to clearly identify your principal
products.
Manufacturing Process, page 71

18.    Please expand your disclosure surrounding your manufacturing process,
including a
       description of what components of your products you manufacture
in-house, and what
FirstName LastNameBin Lu
       components you rely on third parties to manufacture. Additionally revise
your disclosure
Comapany    NameHuachen
       of properties       AI71Parking
                     on page            Management
                                 to discuss          Technology
                                            your manufacturing
Holdingincluding
                                                               facilities, Co.,
Ltd current
Januarycapacity
        12, 2024and  any4plans to expand capacity in connection with future
development.
                  Page
FirstName LastName
 Bin Lu
FirstName
Huachen AILastNameBin  Lu
            Parking Management Technology Holding Co., Ltd
Comapany
January 12,NameHuachen
           2024         AI Parking Management Technology Holding Co., Ltd
January
Page 5 12, 2024 Page 5
FirstName LastName
Regulation, page 76

19.      Please revise to include a discussion of the regulations relating to
your operations,
         including safety, environmental, and permitting requirements.
Additionally explain the
         regulatory process referenced on page 70, which includes inspections
by professional
         bodies and acceptance by the Technical Supervision Bureau.
Executive Compensation, page 84

20.      Please update your compensation disclosure to reflect the fiscal year
ended December 31,
         2023.
Related Party Transactions, page 85

21.      Please revise to disclose whether you will adopt a policy regarding
related party
         transactions. If so, additionally disclose the principal provisions of
such policy and file it
         as an exhibit to your registration statement.
Index to Consolidated Financial Statements, page F-1

22.      Please provide updated interim financial statements and related
disclosures as required by
         Item 8.A.5 of Form 20-F or otherwise tell us how you determined your
current
         presentation is appropriate.
Notes to Financial Statements
Note 2 - Summary of Significant Accounting Policies
Revenue recognition, page F-11

23.      Although you disclose that cubic parking garage revenue is recognized
after the garage
         project has been completed and successfully accepted by the client,
you categorize such
         revenue as    goods transferred over time    in the revenue by product
category table on page
         F-12. Please address the following items:

                More fully describe the nature of the garage projects,
including typical
              project durations, and clarify whether you recognize cubic
parking garage income
              over time or at a point in time; and

                Provide us with an analysis that addresses your consideration
of recognizing revenue
              over time versus at a point in time in accordance with ASC
606-10-25-23 through 25-
              30, including your determination of the performance obligations,
the transaction
              price, the amount allocated to each performance obligation, and
any output or input
              measures used in recognizing the revenue.
 Bin Lu
FirstName
Huachen AILastNameBin  Lu
            Parking Management Technology Holding Co., Ltd
Comapany
January 12,NameHuachen
           2024         AI Parking Management Technology Holding Co., Ltd
January
Page 6 12, 2024 Page 6
FirstName LastName
General

24.      The Sample Letters to China-Based Companies seek specific disclosure
relating to the risk
         that the PRC government may intervene in or influence your operations
at any time, or
         may exert control over operations of your business, which could result
in a material
         change in your operations and/or the value of the securities you are
registering for
         sale. We remind you that, pursuant to federal securities rules, the
term    control
         (including the terms    controlling,       controlled by,    and
under common control with   ) as
         defined in Securities Act Rule 405 means    the possession, direct or
indirect, of the power
         to direct or cause the direction of the management and policies of a
person, whether
         through the ownership of voting securities, by contract, or otherwise.
   The Sample Letters
         also seek specific disclosures relating to uncertainties regarding the
enforcement of laws
         and that the rules and regulations in China can change quickly with
little advance
         notice. We do not believe that your disclosure conveys the same risk.
For example, and
         without limitation, we note your disclosure that    PRC laws and
regulations governing the
         current business operations are sometimes vague and uncertain    and
 the China regulatory
         authority may exercise oversight, and the regulations to which we are
subject may
         change.    Please revise your cover page, summary, and risk factor
disclosure relating to
         legal and operational risks associated with operating in China and PRC
regulations for
         consistency with the Sample Letters.
25.      Please revise your filing, as applicable, to provide disclosure
related to the direct or
         indirect impact that Russia's invasion of Ukraine and the
international response have had
         or may have on your business. For additional guidance, please see the
Division of
         Corporation Finance's Sample Letter to Companies Regarding Disclosures
Pertaining to
         Russia   s Invasion of Ukraine and Related Supply Chain Issues, issued
by the staff in May
         2022.
26.      Please revise or advise as to the applicability of disclosure on page
7 that,    U.S. laws and
         regulations . . . may restrict or eliminate our ability to complete a
business combination
         with certain companies, particularly those acquisition candidates with
substantial
         operations in China,    references on page 30 to "digital asset base"
and "expand
         internationally," and the reference on page 37 to "privately
negotiated transactions of our
         shares that have occurred from time to time prior to our public
offering."
 Bin Lu
FirstName
Huachen AILastNameBin  Lu
            Parking Management Technology Holding Co., Ltd
Comapany
January 12,NameHuachen
           2024         AI Parking Management Technology Holding Co., Ltd
January
Page 7 12, 2024 Page 7
FirstName LastName
       Please contact SiSi Cheng at 202-551-5004 or Andrew Blume at
202-551-3254 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Bradley Ecker at 202-551-4985 or Jennifer Angelini at 202-551-3047 with
any other
questions.



                                                         Sincerely,

                                                         Division of
Corporation Finance
                                                         Office of
Manufacturing