December 5, 2024

Xiaohang Wang
Chief Executive Officer
Bodhi Tree Biotechnology Inc
4125 Blackhawk Plaza Circle, Suite 172
Danville, CA 94506

       Re: Bodhi Tree Biotechnology Inc
           Amendment No. 1 to Draft Registration Statement on Form S-1
           Submitted November 26, 2024
           CIK No. 0002041531
Dear Xiaohang Wang:

     We have reviewed your amended 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. Unless we note otherwise, any references to prior comments are to
comments in
our November 15, 2024 letter.

Amendment No. 1 to Draft Registration Statement on Form S-1
Risk Factors, page 3

1.     We note your response to prior comment 7 and reissue in part. Please
revise to include
       a risk factor detailing whether your executive management team has any
experience
       managing a public company.
Description of Business, page 20

2.     We note your response to prior comment 6, indicating that, currently,
the Company is
       not subject to any governmental regulations. Please revise your
disclosure to state this
       clearly.
 December 5, 2024
Page 2

3.     We note your response to prior comment 9, indicating that your CEO, Mr.
Xiaohang
       Wang, is now responsible for vegetarian recipe designs, and that your
customer base
       is primarily individuals, who are mainly sourced from your management
s personal
       networks and from friends    introduction. Please revise to include risk
factor disclosure
       detailing your reliance on management.
Intellectual Property, page 23

4.     We note your response to prior comment 11 and reissue in part. Please
state the
       expected duration of any trademarks once received.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Liquidity, Capital Resources and Going Concern, page 27

5.     We note your response to prior comment 12 and reissue in part. Please
revise to
       analyze your ability to generate and obtain adequate amounts of cash to
meet
       your requirements and your plans for cash in the short-term as well as
the long-term.
       See Item 303(b)(1) of Regulation S-K.
Charter Exclusive Forum Provisions, page 36

6.     We note your response to prior comment 4 indicating that your
Certificate of
       Incorporation provides that, unless you consent in writing to the
selection of an
       alternative forum, the Court of Chancery of the State of Delaware shall
be the sole and
       exclusive forum for, among other things, any derivative action or
proceeding brought
       on behalf of the Company. Additionally, you indicate that your
Certificate of
       Incorporation provides that the U.S. federal district courts shall, to
the fullest extent
       permitted by applicable law, be the exclusive forum for the resolution
of any
       complaint asserting a cause of action arising under U.S. federal
securities
       law. However, we are not able to locate such provisions in your
Certificate of
       Incorporation. Please revise or advise.

       In addition, please revise your risk factor to address additional risks
to investors,
       including, but not limited to, increased costs to bring a claim, and
that these
       provisions can discourage claims or limit investors    ability to bring
a claim in a
       judicial forum that they find favorable.
General

7.     We note your response to prior comment 17 and reissue in part. Please
revise to
       address the costs and time constraints associated with effecting service
of legal
       process, enforcing foreign judgments or bringing actions in China
against you or your
       management.
8.     We note your response to prior comment 18 and reissue it. Please provide
us with an
       analysis of your basis for determining that it is appropriate to
characterize
       this transaction as a secondary offering, rather than an indirect
primary offering, under
       Securities Act Rule 415(a)(1)(i). For guidance, please see Question
612.09 of the
       Securities Act Rules Compliance and Disclosure Interpretations.
 December 5, 2024
Page 3

        Please contact Nasreen Mohammed at 202-551-3773 or Joel Parker at
202-551-3651
if you have questions regarding comments on the financial statements and
related
matters. Please contact Michael Purcell at 202-551-5351 or Liz Packebusch at
202-551-8749
with any other questions.



                                                         Sincerely,

                                                         Division of
Corporation Finance
                                                         Office of Trade &
Services
cc:   Cassi Olson