United States securities and exchange commission logo





                              December 4, 2023

       Rongjun Xu
       Chief Executive Officer
       INLIF Limited
       No. 88, Hongsi Road
       Yangxi New Area, Honglai Town
       Nan   an City, Quanzhou
       The People   s Republic of China

                                                        Re: INLIF Limited
                                                            Draft Registration
Statement on Form F-1
                                                            Submitted November
6, 2023
                                                            CIK No. 0001991592

       Dear Rongjun Xu:

                                                        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

       Prospectus Summary
       Summary of Risk Factors, page 5

   1.                                                   Please disclose 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 overseas and/or foreign investment in China-based issuers
                                                        could significantly
limit or completely hinder your ability to offer or continue to offer
                                                        securities to investors
and cause the value of such securities to significantly decline or be
                                                        worthless.
 Rongjun Xu
FirstName LastNameRongjun Xu
INLIF Limited
Comapany4,
December  NameINLIF
             2023      Limited
December
Page 2    4, 2023 Page 2
FirstName LastName
Risk Factors
Risks Relating to Doing Business in the PRC, page 17

2.       We note that one or more of your officers or directors are located in
China and Hong
         Kong. Please revise to include risk factor disclosure as to address
the difficulty of bringing
         actions against these individuals and enforcing judgments against
them.
The PRC government has significant authority to exert influence..., page 19

3.       Please disclose the risk that the Chinese government may intervene or
influence your
         operations at any time, which could result in a material change in
your operations and/or
         the value of your securities. Also, given recent statements by the
Chinese government
         indicating an intent to exert more oversight and control over
offerings that are conducted
         overseas and/or foreign investment in China-based issuers, acknowledge
the risk that any
         such action could significantly limit or completely hinder your
ability to offer or continue
         to offer securities to investors and cause the value of such
securities to significantly
         decline or be worthless. We remind you that, pursuant to federal
securities rules, the term
            control    (including the terms    controlling,       controlled
by,    and    under common control
         with   ) 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.
Risks Relating to Our Business and Industry, page 25

4.       Please add a risk factor regarding your customer concentration and
reliance on certain
         customers including any uncertainties regarding your relationship with
them. In this
         regard, we note your disclosure on page 81 that three of your
customers accounted for
         greater than 10% of total revenues for the six months ended June 30,
2023. Please clarify
         the percentage of revenue from each of the identified customers and
disclose the terms of
         any material agreements with these customers, including the term of
the agreements and
         any termination provisions.
Risks Relating to this Offering and the Trading Market, page 33

5.       Please add a risk factor that discusses the concentration of ownership
of your common
         stock among your existing officers, directors and principal
stockholders.
Management's Discussion and Analysis of Financial Condition and Results of
Operations, page
51

6.       Please disclose whether you utilize any key metrics or financial
measures to evaluate your
         business, measure your performance, identify trends affecting your
business, establish
         budgets, measure the effectiveness of investments in your technology
and development
         and sales and marketing, and assess your operational efficiencies.
Refer to Item 5
         Operating and Finance Review and Prospects to Form 20-F.
 Rongjun Xu
FirstName LastNameRongjun Xu
INLIF Limited
Comapany4,
December  NameINLIF
             2023      Limited
December
Page 3    4, 2023 Page 3
FirstName LastName
Liquidity and Capital Resources, page 61

7.       Please revise to separately analyze your ability to generate and
obtain adequate amounts
         of cash to meet your requirements and plans for cash in the long-term
(i.e., beyond the
         next 12 months). Refer to Item 5.B of Form 20-F.
Management, page 101

8.       Please file the consents of Ms. Zhang and Messrs. Zeng and Zhou as
exhibits to your
         registration statement. Refer to Securities Act Rule 438.
Underwriting
Lock-Up Agreements, page 140

9.       Please describe the exceptions to the lock-up agreements with your
officers, directors and
         principal stockholders.
Consolidated Balance Sheets, page F-26

10.      When the caption "Commitments and Contingencies" is included on the
balance sheet, the
         amount column should be left blank and not indicated with a dash (-)
since the dash might
         be interpreted to mean that there are neither commitments nor
contingent liabilities.
11.      We note from your consolidated balance sheets that there are Ordinary
shares ($0.01 par
         value, 5,000,000 shares authorized, 5,000,000 shares issued and
outstanding as of June 30,
         2023 and December 31, 2022). We also note from your disclosures on
page 39 and
         elsewhere in the filing that there are 300,000 of your Ordinary Shares
that are issued and
         outstanding as of the date of this prospectus. Explain how you
considered the guidance in
         SAB Topic 4C.
Consolidated Statements of Cash Flows, page F-29

12.      We note that you present "Amount financed from related parties" as net
cash (used in)
         financing activities. Please revise your disclosures to separately
present the related party
         amounts lent to the operating entity and the related party amounts
collected from the
         operating entity. In this respect, we note that you separately
disclose these amounts in
         your related party footnote beginning on page F-47. We refer you to
ASC 230-10-45-7.
Consolidated Financial Statements
Notes to the Consolidated Financial Statements
Note 2. Summary of significant accounting policies
Revenue recognition, page F-34

13.      We note that for the years ended December 31, 2022 and 2021, there was
no revenue
         recognized on a net basis where the Company is acting as an agent.
Please provide us
         with your analysis of the principal versus agent considerations. We
refer you to ASC 606-
 Rongjun Xu
INLIF Limited
December 4, 2023
Page 4
         10-55-36 through 55-40.
14.      Please explain how you account for the one-year warranty services
against defects in
         materials and workmanship for your customers. In addition, please
describe how you are
         determining and allocating the transaction price to each performance
obligations. Refer to
         ASC 606-10-50-20.
Note 10. Short-term bank loans, page F-42

15.      You disclose that the short-term bank loan with Industrial and
Commercial Bank of China
         matures on October 17, 2023. Please revise your disclosures to clarify
whether the short-
         term bank loan is past due as of the date of this prospectus.
General

16.      Please supplementally provide us with 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,
         present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or
         not they retain copies of the communications.
        Please contact Morgan Youngwood at 202-551-3479 or Stephen Krikorian at
202-551-
3488 if you have questions regarding comments on the financial statements and
related
matters. Please contact Marion Graham at 202-551-6521 or Jeff Kauten at
202-551-3447 with
any other questions.



FirstName LastNameRongjun Xu                                   Sincerely,
Comapany NameINLIF Limited
                                                               Division of
Corporation Finance
December 4, 2023 Page 4                                        Office of
Technology
FirstName LastName