December 20, 2024

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

       Re: NeOnc Technologies Holdings, Inc.
           Amendment No. 1 to Draft Registration Statement on Form S-1
           Submitted December 10, 2024
           CIK No. 0001979414
Dear Thomas Chen:

     We have reviewed your amended draft registration statement and have the
following
comment.

       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 the 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. Unless we note otherwise, any references to prior comments are to
comments in
our November 27, 2024 letter.

Amendment No. 1 to Draft Registration Statement on Form S-1
Cover Page

1.     We note your disclosure on the cover page, and elsewhere, that the
Advisor    will
       exercise any consultation rights only to the extent that it can do so
consistent with the
       anti-manipulation provisions of the federal securities laws, including
Regulation M[.]
       We also note your disclosure on page 204 that the Advisor will be
entitled to a fee
       upon the successful consummation of the Direct Listing and will be
granted thirty
       thousand shares (30,000) in unrestricted stock at the effective date of
this offering at
       the direct listing price[,]    and that the Advisor will be    paid up
to $100,000 for fees
       and expenses of legal counsel and other out-of-pocket expenses plus the
costs
 December 20, 2024
Page 2

       associated with the use of a third-party electronic road show service
(such as
       NetRoadShow).    Please explain to us how the    third-party electronic
road show
       service    will be utilized in the Direct Listing. Additionally, please
explain whether
       your disclosure of the Advisor   s fee upon the successful consummation
of the Direct
       Listing, the granting of the 30,000 shares in unrestricted stock at the
effective date,
       and the use of the    third-party electronic road show service    is
consistent with your
       disclosure that the Advisor    will exercise any consultation rights
only to the extent
       that it can do so consistent with the anti-manipulation provisions of
the federal
       securities laws, including Regulation M[.]
       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.