United States securities and exchange commission logo





                               February 16, 2024

       Chuanbo Jiang
       Chief Executive Officer
       STAK Inc.
       Building 11, 8th Floor, No. 6 Beitanghe East Road,
       Tianning District, Changzhou, Jiangsu,
       People   s Republic of China, 213000

                                                        Re: STAK Inc.
                                                            Draft Registration
Statement on Form F-1
                                                            Submitted January
18, 2024
                                                            CIK No. 0002002453

       Dear Chuanbo Jiang:

                                                        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

       Cover page

   1.                                                   We note that you expect
more than 50% of your voting power to be held by an individual,
                                                        a group or another
company and your Chief Executive Officer currently beneficially holds
                                                        77% of your common
stock. Please disclose whether you intend to be a    controlled
                                                        company    as defined
under the Nasdaq listing rules and, if so, whether you intend to rely
                                                        on the exemptions as a
controlled company. If applicable, please include risk factor
                                                        disclosure that
discusses the effect, risks and uncertainties of being designated a controlled
                                                        company, including but
not limited to, the result that you may elect not to comply with
                                                        certain corporate
governance requirements.
   2.                                                   Please disclose whether
any transfers, dividends, or distributions have been made to
                                                        investors to date, and
quantify the amount if applicable.
 Chuanbo Jiang
STAK Inc.
February 16, 2024
Page 2
Conventions Which Apply to this Prospectus, page 2

3.       We note your definition of "China" and the "PRC" appears to exclude
Taiwan, Hong
         Kong and Macau. Please clarify that the legal and operational risks
associated with
         operating in China also apply to operations in Hong Kong. This
disclosure may appear in
         the definition itself or in an appropriate discussion of legal and
operational risks.
Market and Industry Data, page 4

4.       Please disclose whether the industry report issued by Beijing Bo Yan
Zhishang
         Information Advise Co., Ltd. was commissioned by the company in
connection with this
         offering or registration statement.
Our Products
Oilfield-Specialized Vehicles, page 7

5.       We note your disclosures on pages 6 and 55 that you do not hold a
special vehicle
         production permission to produce special vehicles. Clarify your
disclosure if the entire
         vehicle production is outsourced or if you supply oilfield components
to the outsourced
         manufacturer. Further disclose if you take ownership of these vehicles
prior to being
         shipped to customers as well as if these vehicles are branded as your
company.
Prospectus Summary
Corporate History and Structure, page 8

6.       Please revise your disclosure to provide a complete description of
your corporate history.
Risk Factors
Risks Related to Doing Business in China, page 24

7.       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.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Components of Results of Operations
Revenues, page 44

8.     Please clarify your statement that sales of specialized oilfield
vehicles increased as you,
          expanded [y]our business to the manufacturing and sales of
specialized oilfield vehicles
       in August 2022.    In this regard, we note your disclosures on pages 31
and 62 that you
FirstName LastNameChuanbo Jiang
       outsource specialized vehicle production. In addition, further clarify
your statement under
Comapany
       CostNameSTAK
            of revenues, Inc.
                             that more staff were hired for production of
specialized oilfield
February 16, 2024 Page 2 your outsourcing of oilfield vehicle production.
       vehicles    in light of
FirstName LastName
 Chuanbo Jiang
FirstName
STAK Inc. LastNameChuanbo Jiang
Comapany16,
February  NameSTAK
            2024     Inc.
February
Page 3 16, 2024 Page 3
FirstName LastName
Business
Overview, page 53

9.       Please explain the form of support your initial public offering plan
has received from your
         local government. Please also clarify what you mean by "various
favorable conditions" for
         your initial public offering. In addition, please describe the terms
of the Investment
         Promotion and Protection Agreement that you entered into with the
Changzhou Tianning
         Economic Development Zone.
Our Products and Solutions, page 56

10.      Please revise your disclosure to explain the "seven categories" you
had as of June 30,
         2023 and to discuss the stage of development or production the vehicle
models and
         oilfield-specialized production and maintenance equipment are in.
Our Supply Chain, page 62

11.      Please disclose whether you have agreements with the manufacturers
holding specialized
         vehicle production qualifications with whom you have partnered. If you
do have such
         agreements, discuss the material terms of those agreements. Also, file
them as exhibits or
         tell us why they are not required to be filed. Refer to Item
601(b)(10)(ii)(B) of Regulation
         S-K.
Related Party Transactions, page 83

12.      Please provide context for the shareholder contributions disclosed in
this section. For
         example, disclose whether the amounts in the table were given to you
and whether any
         consideration was exchanged for the contribution.
Notes to Consolidated Financial Statements
Note 2 - Summary of Significant Accounting Policies , page F-8

13.      Please clarify if you provide warranties related to your products. In
addition, we note your
         disclosures on pages 31 and 62 that you outsource specialized vehicle
production. Explain
         if there is a warranty on these vehicles and who provides this
warranty. Refer to ASC 460-
         10-50-8(b) and 50-8(c).
(m) Revenue recognition, page F-10

14.      Please address the following items:

                For each of your product lines, identify who you have
determined to be your
              customer. Refer to ASC 606-10-20.
                Your disclosure states that revenue is recognized at a point in
time upon the
              customer   s acceptance of products. Expand your disclosure to
explain when this
              occurs.
 Chuanbo Jiang
STAK Inc.
February 16, 2024
Page 4
                We note your disclosure for service income from automation
solutions includes
              software development, training, debugging, maintenance, and other
services. Please
              explain in sufficient detail how you concluded that each of these
services are not
              distinct as noted in your disclosure. Refer to ASC 606-10-25-14
and 19.
15.      We note your disclosure that "[you] outsource specialized vehicle
production"(your page
         62) and that the "vehicle chassis used in oilfield vehicles and
equipment is designed by the
         Company and produced by qualified special vehicle manufacturers".
Please explain how
         you concluded that you bear inventory risk for the sale of vehicles.
Disclose if you receive
         these vehicles from the manufacturers or if these vehicles are shipped
directly from the
         manufacturers to your customers. In addition, please explain the
nature and reasons for the
         inventory item labeled as "Goods in transit" as disclosed within
Footnote 5 - Inventories.
16.      We note your statement that "Company would control the source code and
script and
         would not have the enforceable right to the payment until the delivery
of the service".
         Describe whether the customer has termination rights. That is, please
clarify whether a
         right to payment upon termination is specified in the contract with
the customer. If no
         such payment is due, consider disclosing that each party has the
unilateral right to
         terminate the contract at any time without any compensation to the
other party for such
         termination, if true. Refer to ASC 606-10-25-4.
Note 3 Discontinued Operations, page F-14

17.      We note that you recognized a gain of $299,698 was recorded as the
result of the disposal
         and classified this gain in income from continuing operations. Since
the gain is a result of
         discontinued operations please consider whether this gain should be
classified with
         the loss from discontinued operations section of the Consolidated
Statements of Income
         and Comprehensive Income. Refer to ASC 205-20-45-3 and 45-3A.
General

18.      We note your disclosure that you relied upon advice from your PRC
counsel, DeHeng
         Law Offices (Shenzhen). Please file a consent from your PRC counsel as
an exhibit.
19.    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,
FirstName LastNameChuanbo Jiang
       have presented or expect to present to potential investors in reliance
on Section 5(d) of the
Comapany   NameSTAK
       Securities       Inc. or not you retained, or intend to retain, copies
of those
                  Act, whether
       communications.
February 16, 2024 Page 4
FirstName LastName
 Chuanbo Jiang
FirstName
STAK Inc. LastNameChuanbo Jiang
Comapany16,
February  NameSTAK
            2024     Inc.
February
Page 5 16, 2024 Page 5
FirstName LastName
       Please contact Ryan Rohn at 202-551-3739 or Stephen Krikorian at
202-551-3488 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Lauren Pierce at 202-551-3887 or Jan Woo at 202-551-3453 with any other
questions.



                                                        Sincerely,

                                                        Division of Corporation
Finance
                                                        Office of Technology
cc:      Lawrence S. Venick, Esq.