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                            March 1, 2024

       Hok C Chan
       Chief Executive Officer
       Toppoint Holdings Inc.
       1250 Kenas Road
       North Wales, PA 19454

                                                        Re: Toppoint Holdings
Inc.
                                                            Draft Registration
Statement on Form S-1
                                                            Submitted February
5, 2024
                                                            CIK No. 0001960847

       Dear Hok C Chan:

                                                        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 S-1

       Prospectus Summary, page 1

   1.                                                   We note your disclosure
that you have "risen to become integral in the New Jersey and
                                                        Pennsylvania regional
trucking market for waste paper and metal." Please revise to
                                                        explain what you mean
by your statement that you are "integral" to the regional trucking
                                                        market.
   2.                                                   We note your disclosure
that you    continue to expand [y]our footprints domestically and
                                                        internationally.
Please revise to clarify whether you currently have any international
                                                        operations.
 Hok C Chan
FirstName  LastNameHok
Toppoint Holdings  Inc. C Chan
Comapany
March      NameToppoint Holdings Inc.
       1, 2024
March2 1, 2024 Page 2
Page
FirstName LastName
3.       We note your reference on page 1 and elsewhere to    [y]our drivers.
 Please revise to
         clarify the nature of your relationship with such drivers, such as
whether such drivers are
         your employees, or whether they provide services to you under other
arrangements. In that
         regard, we note your disclosure on page 13 regarding    [y]our
independent contractor
         drivers.    In addition, please describe the material terms of your
agreements with the
         drivers.
4.       We note your reference on page 1 to    [y]our growing fleet.    Please
revise to clarify the
         nature of your contractual rights to the use of such trucks. For
example, it is not clear
         whether you own or lease such trucks, or whether your operations rely
on the use of such
         trucks through independent contractors.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Results of Operations, page 34

5.       We note your discussion under the heading    Our Competitive Strengths
   on page 43, you
         use proprietary analytics systems to measure performance of revenue
growth, revenue per
         client, profit margin, client retention rate, warehouse costs,
employee turnover and
         accountability key performance indicator outperformance. Your
corporate website also
         discloses the transport of nearly 450,000 tons of paper and recycled
carboard annually. If
         these metrics are used by management to manage the business, and
promote an
         understanding of the company's operating performance, they should be
identified as key
         performance indicators and discussed pursuant to Item 303(a) or
Regulation S-K and
         Section III.B.1 of SEC Release No. 33-8350. Please tell us your
consideration of
         disclosing these metrics, or other key performance indicators used.
6.       On page 46 you disclose that you received approximately 20% to 40% of
gross profits
         earned per load under the brokerage services model. Please tell us how
the remaining
         gross profits you earn are generated. If these gross profits are
attributable to other
         business service models and there are differences between
profitability levels, tell us how
         you considered the need for your discussion to subdivide business
service models on the
         basis they may be necessary to an understanding of your consolidated
business. See Item
         303(b) of Regulation S-K.
7.       Given you do not present gross profit or gross profit margin in your
financial statements
         or that the changes in this measure are not separately discussed in
MD&A, please expand
         management   s discussion to explain how you define gross profit,
gross profit margin, and
         its components, why you believe your use of this measure is useful,
and why it is
         meaningful to an investor and users of your financial statements.
 Hok C Chan
FirstName  LastNameHok
Toppoint Holdings  Inc. C Chan
Comapany
March      NameToppoint Holdings Inc.
       1, 2024
March3 1, 2024 Page 3
Page
FirstName LastName

8.       We note disclosures at page 34 describe that the COVID-19 pandemic
adversely affected
         your business when COVID-19 lockdown policies limited access to Asian
markets,
         creating a reduced demand for recycled paper, metal, and other
commodities transported
         for export and recycling. Expand your disclosures to clarify the
financial periods during
         which your operations were adversely impacted. To the extent possible
please quantify the
         impact this event had on your business, if such effects impacted the
financial periods
         presented in your filing.
Liquidity and Capital Resources, page 35

9.       Please expand your discussion to analyze the material cash
requirements and the
         applicable relevant time periods for all known contractual and other
obligations. We refer
         you to Item 303(b)(1) of Regulation S-K.
Corporate History and Structure, page 38

10.      We note your disclosure that on the date of incorporation, you issued
shares of common
         stock to four investors, and on the same date, those investors entered
into a voting
         agreement with your founder and Chief Executive Officer. If any such
investor is a related
         person under Item 404 of Regulation S-K, please provide the
information required by such
         item.
Business, page 43

11.      Please provide any material information regarding the lease-purchase
program that you
         reference on page 13.
Our Technology, page 46

12.      We note you have developed a proprietary dispatch system that records,
analyzes and
         displays every aspect of each shipment. To the extent material, please
revise your
         disclosure to describe any patents, trademarks, licenses, franchises,
and concessions held.
         See Item 101(h)(4)(vii) of Regulation S-K.
Executive Compensation, page 56

13.      We note your disclosure that the company entered into a Services
Agreement with 4 John
         Trucking, a corporation controlled by John Feliciano III, your Chief
Financial Officer and
         a director, pursuant to which 4 John Trucking provided certain
administrative and
         operational services to you, in consideration of 750,000 shares of
common stock on
         January 1, 2024. We also note your disclosure on page 60 regarding
consulting fees paid
         to 4 John Trucking for the years ended December 31, 2023 and 2022. If
the purpose of
         such transactions is to furnish compensation to Mr. Feliciano as a
named executive officer
         or director, please disclose such compensation under Item 402 of
Regulation S-K. Refer to
         Item 402(m)(1) of Regulation S-K.
 Hok C Chan
Toppoint Holdings Inc.
March 1, 2024
Page 4
Consolidated Balance Sheet, page F-3

14.      State on the face of the balance sheet the number of preferred shares
authorized, issued
         and outstanding. See Rule 5-02.28 of Regulation S-X.
Consolidated Statement of Operations, page F-4

15.      Expand your footnotes to address the nature and types of costs
classified within the costs
         of revenue line item, such as purchased transportation services, etc.
and disclose your
         accounting policy for those costs. We refer you to Rule 5-03(b)2 of
Regulation S-X and
         ASC 235-10-50-1.
16.      Expand your footnotes to describe the nature and sources of other
income. We note the
         forgiveness of the PPP Loan as discussed in Note 4 accounts for
$29,075 of the $62,899
         total other income balance. Refer to Rule 5-03(b)7 of Regulation S-X.
Note 2: Summary of Significant Accounting Policies
Revenue Recognition, page F-8

17.      Please explain why your recognition of revenue at a point in time
rather than over time is
         appropriate. As part of your response, tell us how you considered the
guidance in ASC
         606-10-25-27, ASC 606-10-55-5 and 55-6 in determining your accounting
treatment. To
         the extent you determine that your performance obligation is satisfied
over time, expand
         to disclose the requirements of ASC 606-10-50-12 to 15.
18.      You disclose that you recognize revenue in the gross amount. Please
expand your
         disclosure to explain how you determined gross reporting of freight
transportation services
         provided by independent contractors is appropriate pursuant to the
principal versus agent
         guidance at ASC 606-10-25-25 and 606-10-55-36 through 40. Specifically
address how
         you considered the definition of control and how you are directing
independent
         contractors.
19.      Your disclosures on page 45 describe the brokerage services you
provide as a method to
         assist drivers to convert into owner-operators. The brokerage service
concept appears to
         differ from the transportation services you provide for other
commodities, specifically the
         other verticals identified on page 42. Expand your footnote to discuss
how revenues are
         earned and accounted for under these brokerage services, with
reference to applicable
         accounting guidance.
20.    Please expand your disclosures to clarify how "broker" is considered a
type of commodity
       under your disaggregation of revenue on page F-8. Furthermore, we note
no revenues
FirstName LastNameHok C Chan
       were derived from brokerage services during fiscal year 2022. However,
you have
Comapany    NameToppoint
       disclosed on page 46Holdings  Inc.amounts of gross profits have been
earned under the
                            that certain
March brokerage   model.
       1, 2024 Page  4 Expand your disclosures to explain these conflicting
statements.
FirstName LastName
 Hok C Chan
FirstName  LastNameHok
Toppoint Holdings  Inc. C Chan
Comapany
March      NameToppoint Holdings Inc.
       1, 2024
March5 1, 2024 Page 5
Page
FirstName LastName
Notes to Consolidated Financial Statements
Note 7 - Income Taxes, page F-12

21.      Please provide disclosure to address the nature of the opening balance
sheet adjustment of
         4.15% to the statutory rate in the reconciliation to the effective
income tax rate.
Exhibits

22.      Please file as an exhibit a list of all subsidiaries of the
registrant. See Item 601(b)(21) of
         Regulation S-K.
General

23.      Please provide us with supplemental copies of all written
communications, as defined in
         Rule 405 under the Securities Act, that you, or anyone authorized to
do so on your behalf,
         have presented or expect to present to potential investors in reliance
on Section 5(d) of the
         Securities Act, whether or not you retained, or intend to retain,
copies of those
         communications.
       Please contact Brian McAllister at 202-551-3341 or Shannon Buskirk at
202-551-3717 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Michael Purcell at 202-551-5351 or Laura Nicholson at 202-551-3584 with
any other
questions.



                                                                 Sincerely,

                                                                 Division of
Corporation Finance
                                                                 Office of
Energy & Transportation
cc:      Louis Bevilacqua