United States securities and exchange commission logo





                            February 21, 2024

       Cong Shi
       Director
       Helport AI Limited
       9 Temasek Boulevard #07-00, Suntec Tower Two
       Singapore 038989

                                                        Re: Helport AI Limited
                                                            Registration
Statement on Form F-4
                                                            Filed February 8,
2024
                                                            File No. 333-276940

       Dear Cong Shi:

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

              Please respond to this letter by amending your registration
statement and providing the
       requested information. 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 any amendment to your registration statement and
the information you
       provide in response to this letter, we may have additional comments.
Unless we note otherwise,
       any references to prior comments are to comments in our January 18, 2024
letter.

       Registration Statement on Form F-4

       Summary Unaudited Pro Forma Condensed Combined Financial Statements,
page 58

   1.                                                   Please consider
revising your disclosures here to present a "summary" of your pro forma
                                                        information. In this
regard, consider including only the information in the pro forma
                                                        balance sheet and pro
forma income statement columns for Scenario 1 and Scenario 2,
                                                        excluding the
adjustment columns, with a cross reference to the more detailed pro forma
                                                        financial information
beginning on page 152.
       Risk Factors
       Risks Related to Helport's Business, page 79

   2.                                                   We note your response
to prior comment 16. Please describe the risks related to using
                                                        open source software in
your product offerings, including whether the use of open source
                                                        software could impact
your ability to offer your products in the future.
 Cong Shi
FirstName
Helport AI LastNameCong Shi
           Limited
Comapany21,
February   NameHelport
             2024      AI Limited
February
Page 2 21, 2024 Page 2
FirstName LastName
The Business Combination Proposal
Earnout, page 104

3.       We note your response to prior comment 8. To avoid confusion as to the
terms of the
         business combination agreement, please revise to remove the section
describing the no
         longer applicable earnout provision. Any discussion of the earnout
should be limited to
         the narrative disclosure of the background of the business
combination.
Summary of Opinion of ValueScope, Inc. as Financial Advisor to Tristar, page
123

4.       We note your response to prior comment 11 and that ValueScope
developed its own
         projections, based on the historical financial performance of Helport,
in connection with
         rendering its fairness opinion. As such, please provide the full
projections in your
         disclosure, along with the material assumptions and limitations
underlying them.
Unaudited Pro Forma Condensed Combined Financial Statements
Basis of Pro Forma Presentation, page 153

5.       We note your response to prior comment 12. However, your disclosure
continues to state
         that the historical financial statements have been adjusted to give
pro forma effect to
         events that are directly attributable, factually supportable and
expected to have
         a continuing impact on the results of the combined company. This
language relates to
         legacy pro forma guidance that was superseded by SEC Release No.
33-10786. Please
         revise to remove this language here and on page 60.
Unaudited Pro Forma Combined Balance Sheet, page 154

6.       The pro forma cash and total assets under Scenario 2 do not foot.
Please revise.
7.       You state in your response to prior comment 12 that you revised pro
forma adjustment (3)
         to specifically quantify each component of the adjustment and to which
entity the fee
         relates. However, such information has not been provided. In your
response, please
         provide us with a detailed breakdown of the $5,707,943 adjustment to
cash. Describe each
         individual item and identify to which entity it relates. To the extent
any amounts relate to
         expenses already incurred and paid by either Helport or Tristar,
explain why you are
         deducting such amount from cash and cash equivalents. In addition,
tell us whether the
         $3.5 million of Purchaser Transaction Expense payable by the Pubco as
discussed on page
         18 is reflected in this adjustment. Lastly, revise your pro forma
footnotes to further clarify
         this adjustment.
Liquidity and Capital Resources, page 212

8.       We note your revised disclosures in response to prior comment 20 where
you state that
         you usually grant customers a credit term between 180 and 365 days.
Please reconcile this
         with your disclosure on page 188 where you indicate that customers can
"choose to settle
         their bills on a quarterly or annual basis," and revise as necessary.
 Cong Shi
Helport AI Limited
February 21, 2024
Page 3
Helport Limited - Combined Statements of Cash Flows, page F-6

9.     We note from your response to prior comment 22 that you did not reflect
the intangible
       assets acquired from Youfei Shuke in the statement of cash flows because
you had not yet
       paid the contract fee for the development of such asset. Tell us why the
amounts have not
       yet been paid and how that complies with the terms of the agreements in
Section 4 of
       Exhibits 10.18 and 10.19. Also, please revise to include a discussion of
this transaction in
       the statement of cash flows or the notes thereto as a non-cash
transaction and confirm that
       you intend to reflect the intangible asset in investing activities in
the period in which the
       amounts are paid. We refer you to ASC 230-10-50-3 through 50-6.
Notes to Helport Limited Financial Statements, page F-7

10.    You state in your response to prior comment 21 that you included
information regarding
       the subscription receivables in the notes to the combined financial
statements; however, it
       appears that no such revisions have been made. Please revise or explain.
General

11.    Please update your disclosures on pages 33, 50 and 61 to include the
additional $500,000
       of proceeds received on January 5, 2024 for the September 2023
promissory notes.
12.    Please provide us with any correspondence between Wells Fargo Securities
and Tristar
       or Loop Capital and Tristar relating to the resignation of the firms.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

       Please contact Dave Edgar at 202-551-3459 or Kathleen Collins at
202-551-3499 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Austin Pattan at 202-551-6756 or Jeff Kauten at 202-551-3447 with any
other questions.



                                                             Sincerely,
FirstName LastNameCong Shi
                                                             Division of
Corporation Finance
Comapany NameHelport AI Limited
                                                             Office of
Technology
February 21, 2024 Page 3
cc:       Ying Li
FirstName LastName