November 27, 2024

Thomas Chen
Chief Executive Officer
NeOnc Technologies Holdings, Inc.
2 Dole Drive
Westlake Village, CA 91362

       Re: NeOnc Technologies Holdings, Inc.
           Draft Registration Statement on Form S-1
           Submitted October 29, 2024
           CIK No. 0001979414
Dear Thomas Chen:

       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
Cover Page

1.     Please revise to identify the Advisor on your cover page.
2.     We note that you are a "controlled company" within the meaning of the
listing rules of
       The Nasdaq Stock Market. Please revise your cover page to identify your
       controlling shareholder and disclose their ownership percentage.
Prospectus Summary, page 1

3.     Please revise your opening discussion on page 2 about the company's net
losses and
       accumulated deficit to include the most recent financial information to
include your
       interim financial information.
 November 27, 2024
Page 2

Prospectus Summary
Summary of Risks Related to Our Business, page 4

4.    Please revise this section to remove any summary risk factors that do not
have
      corresponding risk factor disclosure. For example only, we note that
there do not seem
      to be risk factors related to the following summary risk factors:
          "Even if we complete this offering, we will require additional
financing to
          advance the development of our product candidates. Failure to obtain
this
          necessary capital could force us to delay, limit, reduce or terminate
our
          operations."
          "We have identified material weaknesses in our internal control over
financial
          reporting and may identify additional material weaknesses in the
future."
          "We have never generated any revenue from product sales and may never
become
          profitable."
      Please remove these risks from your summary or revise to include
appropriate risk
      factor disclosure for each risk identified in this section.
5.    Please revise to highlight the risks related to your direct listing and
volatility of your
      common stock following this offering in your summary.
Risk Factors
Our common stock currently has no public market. An active trading market may
not
develop..., page 65

6.    Please revise this risk factor to clearly state that the opening trading
price of your
      common stock may be unrelated to historical sales prices. Please also
revise here to
      discuss how your public reputation and brand recognition may impact the
demand for
      shares of your common stock.
Management's Discussion and Analysis of Financial Condition and Results of
Operation
Contractual Obligations and Commitments, page 92

7.    Please revise to include all of the company's contractual obligations and
commitments
      in this section to be consistent with the information throughout the
registration
      statement in accordance with Item 303(b)(1) of Regulation S-K. For
example, the
      legal settlement with the company's vendor disclosed on page F-18 is not
discussed in
      this section.
Business
The Pipeline of NeOnc Drug, page 99

8.    We note that your pipeline table on page 99 indicates that an IND has
been filed for
      NEO100-03. We note elsewhere in your registration statement that an IND
for
      "[i]ntranasal delivery of NEO100 alone, and in combination with
doxorubicin for
      pediatric brain tumors" is "in the process of being prepared." Please
reconcile this
      disclosure or, alternatively, please advise. To the extent that an IND
has not yet been
      filed for this drug candidate, please revise your pipeline table
accordingly.
 November 27, 2024
Page 3
Patient Survival: Comparison of NeOnc's Phase I Trial to Other Cancer Trials ,
page 103

9.     We note your disclosure here, on page 124 and elsewhere comparing the
results of
       your clinical trials against current standards of care for recurrent
malignant gliomas.
       Please remove these comparisons throughout suggesting that your
treatment
       candidates that are not FDA approved are as effective or superior to
approved
       therapies. You may present objective results of your clinical trials,
but such results
       should not be compared to alternative treatment products unless
head-to-head studies
       were conducted.
Exclusive Patent License Agreement between USC and our Company, page 128

10.    We note your disclosure on page 129 that you entered into a settlement
agreement
       whereby "the Company and OEP terminated the OEP Agreement in exchange
for a
       payment in the amount of $4,000,000 payable by the Company to OEP within
ten
       days of the close of the Company's initial public offering." Please
clarify this
       disclosure here and elsewhere as appropriate to explain whether this
payment will be
       made by the Company to OEP as a result of this offering.
Settlement Agreements with Licenses, page 130

11.    We note your disclosure on page 130 that you "agreed to settle the
dispute [with Fox
       Infused] for a $600,000 payment by [you] to Fox Infused within 5
business days of
       the closing date of [your] initial public offering or March 31, 2024."
Please revise
       your disclosure here to clarify whether this payment will be made as a
result of this
       offering. Additionally, please revise your risk factors to include a
discussion of the
       risks associated with being in default under the terms of your
settlement agreement
       with Fox Infused.
Plan of Distribution, page 186

12.    Please disclose whether you will be involved in Nasdaq   s price-setting
mechanism. In
       your revisions, clarify if you will coordinate or communicate with the
Advisor with
       respect to any decision to delay or proceed with trading.
13.    Please clarify whether the fee paid to the Advisor is entirely
contingent on the
       successful consummation of the direct listing or whether any portion of
the fee is
       required to be paid regardless of whether the direct listing is
completed.
 November 27, 2024
Page 4

       Please contact Christine Torney at 202-551-3652 or Lynn Dicker at
202-551-3616 if
you have questions regarding comments on the financial statements and related
matters. Please contact Tyler Howes at 202-551-3370 or Joshua Gorsky at
202-551-7836
with any other questions.



                                                         Sincerely,

                                                         Division of
Corporation Finance
                                                         Office of Life
Sciences
cc:   Thomas J. Poletti, Esq.