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                                                             August 27, 2024

Jun Liu
Vice President of Finance
PDD Holdings Inc.
First Floor, 25 St. Stephen   s Green
Dublin 2, D02 XF99
Ireland

        Re: PDD Holdings Inc.
            Form 20-F for the Fiscal Year Ended December 31, 2023
            File No. 001-38591
Dear Jun Liu:

       We have reviewed your filing and have the following comment(s).

       Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

       After reviewing your response to this letter, we may have additional
comments.

Form 20-F for the Fiscal Year Ended December 31, 2023
Our Company, page 3

1.      Please revise to discuss in more detail the founding of Temu, including
where the
        majority of its current operations and customers are located and how
its business and
        operations are differentiated from those of Pinduoduo. In this regard,
your description of
        the platforms is nearly identical, making it unclear how you choose to
manage them and
        how they contribute to your overall financial performance. In addition,
identify through
        which entities you operate your Temu and Pinduoduo businesses in your
organizational
        chart on page 4.
Our Holding Company Structure and Contractual Arrangements with the VIE, page 4

2.      Describe the contractual arrangements with the VIE, including the
shareholders    voting
        rights proxy agreement, equity pledge agreement, spousal consent
letter, exclusive
        consulting and services agreement and exclusive option agreement that
you reference on
        page 5.
 August 27, 2024
Page 2
3.     We note your disclosure in footnote (1) to the organizational chart that
Mr. Lei Chen and
       Mr. Jianchong Zhu "have entered into a series of contractual
arrangements with Hangzhou
       Weimi, pursuant to which the Company has control over and is the primary
beneficiary of
       Hangzhou Aimi." Please revise any references to control or benefits that
accrue to you
       because of the VIE so they are limited to a clear description of the
conditions you have
       satisfied for consolidation of the VIE under U.S. GAAP, and your
disclosure should
       clarify that you are the primary beneficiary of the VIE for accounting
purposes.
4.     We note your disclosure on page 5 that "revenues contributed by the VIE
and its
       subsidiaries accounted for 59.3%, 56.2% and 45.7% of our total revenues
for 2021, 2022
       and 2023, respectively." Please revise to include a follow up statement
that to the extent
       cash in the business is in the PRC/Hong Kong or a PRC/Hong Kong entity,
the funds may
       not be available to fund operations or for other use outside of the
PRC/Hong Kong due to
       interventions in or the imposition of restrictions and limitations on
the ability of you, your
       subsidiaries, or the consolidated VIEs by the PRC government to transfer
cash. On page
       10 where you state that "PDD Holdings Inc.   s ability to pay dividends
to the shareholders
       and to service any debt it may incur may depend partially upon dividends
paid by our
       mainland China subsidiaries and license and service fees paid by the
VIE," revise to note,
       as you do on page 5, that revenues contributed by the VIE and its
subsidiaries accounted
       for 59.3%, 56.2% and 45.7% of our total revenues for 2021, 2022 and
2023, respectively.
Our Operations in China Are Subject to PRC Laws and Regulations, page 5

5.     We note your disclosure that "based on the advice of King & Wood
Mallesons, our PRC
       legal counsel, we are of the view that none of us, our mainland China
subsidiaries, the
       VIE or its subsidiaries is required under the M&A Rules to obtain any
permission from
       the CSRC for our previous securities offerings." Revise to clarify
whether you,
       your mainland China subsidiaries, and the VIE or its subsidiaries are
covered by any
       permissions requirements by the CSRC for future offerings. In this
regard, your current
       disclosure states only that you "may" be subject to CSRC approval, but
does not take a
       position on its applicability to you. If you did not consult counsel on
this issue,
       then explain why, as well as the basis for your conclusions regarding
whether approval is
       required.
6.     We note your disclosure that you have not "received any request from the
Cyberspace
       Administration of China, or the CAC, to undergo a cybersecurity review
pursuant to the
       Cybersecurity Laws." Please revise to explicitly state whether you
believe that you,
       your mainland China subsidiaries, and the VIE or its subsidiaries are
covered by
       permissions requirements from the CAC. If you did not consult counsel,
then explain
       why, as well as the basis for your conclusions regarding whether
approval is required.
Summary of Risk Factors, page 7

7.     In your summary of risk factors, revise your acknowledgement that
"[c]hanges in China's
       economic, political or social conditions or government policies could
have a material
       advese effect on [y]our business and operations" to specifically discuss
risks arising from
       the legal system in China, including risks and uncertainties regarding
the enforcement of
       laws and that rules and regulations in China can change quickly with
little advance notice;
       and 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
 August 27, 2024
Page 3

       investment in China-based issuers, which could result in a material
change in your
       operations and/or the value of the securities you may register 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. Cross-reference to more detail on this risk in your Risk
Factors discussion.
The Holding Foreign Companies Accountable Act, page 7

8.     Revise to explicitly disclose the location of your auditor   s
headquarters.
Risks Related to Our Multi-jurisdictional Operations, page 9

9.     Here and on page 43, we note the inclusion of references to "multiple
jurisdictions" with
       respect to disclosure that was previously focused on risks related to
the PRC government
       in your 20-F for the fiscal year ended December 31, 2022. It is unclear
to us that there
       have been changes in the regulatory environment in the PRC since your
prior annual
       report on Form 20-F was filed warranting revised disclosure to mitigate
the challenges
       you face in the PRC and related disclosures. Please remove the
mitigating language and
       discuss plainly and directly the risks relating to doing business in
China, separate from the
       risks you may face in other jurisdictions. Additionally, please revise
any other China-
       Based Companies risk factors with mitigating language in a similar
fashion, such as the
       deletion of language on pages 9 and 46-47.
10.    Your disclosure about cash transfers from your mainland China
subsidiaries to entities
       outside of mainland China acknowledges limitations upon transfers, "to
the extent cash in
       [y]our business is in mainland China." However, your disclosure
elsewhere acknowledges
       the paid-in capital and the statutory reserve funds of your subsidiaries
and the net assets of
       the VIE that are held in China. Revise to remove language "to the
extent" of cash held in
       mainland China to specifically acknowledge such funds and assets.
Cash and Asset Flows Through Our Organization, page 10

11.    Revise to disclose your intentions to settle amounts owed under the VIE
agreements. Also
       disclose whether any dividends or distributions have been made to date
by your
       subsidiaries and the VIE. In this regard, your disclosure only states
that PDD Holdings
       Inc. has not declared or paid any cash dividends.
Risk Factors
The PRC government's significant oversight and discretion..., page 47

12.    Describe 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.
 August 27, 2024
Page 4
Information on the Company, page 62

13.    Revise to provide a description of the principal markets in which the
company competes,
       including a breakdown of total revenues by category of activity and
geographic market for
       each of the last three financial years. Refer to Item 4.B. of Form 20-F.
Directors and Senior Management, page 99

14.    Disclose the number of limited partners of your PDD Partnership and
whether there is any
       particular requirement to maintain a certain number of limited partners
of the
       Partnership. Elaborate upon how the PDD Partnership helps you "better
manage [y]our
       business and to carry our [y]our vision, mission and value
continuously." Also, clarify
       whether the PDD Partnership currently has the ability to appoint
executive directors. Your
       disclosure on page 100, and elsewhere in the annual report, says that
such right has yet to
       come into effect and yet you identify Mr. Lei Chen as an executive
director and your
       disclosure seems to indicate that the current size of the Board would
allow for 3 executive
       directors to be nominated by the Partnership.
Note 2. Summary of Significant Accounting Policies
(n) Advertising expenditures, page F-20

15.    Please revise to disclose advertising expenditures and incentive
programs, separately for
       each period presented. Refer to ASC 720-35-50-1.
(x) Segment Reporting, page F-23

16.    Please provide us with a detailed analysis of how you determined you
have one reportable
       segment and revise your disclosure as applicable. In doing so, clarify
why the Pinduoduo
       and Temu platforms do not qualify as separate reportable segments. Refer
to ASC 280-10-
       50-1 through 50-9. If you are aggregating operating segments tell us how
you evaluated
       all the criteria in ASC 280-10-50-11 and 12, including how they have
similar economic
       characteristics.
14. Revenues, page F-35

17.    We note you offer a wide range of products on your platforms. Revenues
are currently
       disaggregated by online marketing service and other and transaction
services. Please tell
       us your consideration of further disaggregating revenue, including by
geographical region,
       market or type of customer and sales channel. Refer to ASC 606-10-50-5
and ASC 606-
       10-55-89 through 91.
16. Income Taxes, page F-37

18.    We note you plan to indefinitely reinvest a majority of the Groups
undistributed earnings.
       Please disclose the amount of unremitted foreign earnings. Refer to ASC
740-30-50-2b.
 August 27, 2024
Page 5

        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.

       Please contact Scott Stringer at 202-551-3272 or Joel Parker at
202-551-3651 if you have
questions regarding comments on the financial statements and related matters.
Please contact
Taylor Beech at 202-551-4515 or Mara Ransom at 202-551-3264 with any other
questions.



                                                          Sincerely,

                                                          Division of
Corporation Finance
                                                          Office of Trade &
Services
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