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United States securities and exchange commission logo





                            July 19, 2021

       Yongxu Liu
       Chief Executive Officer
       Shengfeng Development Limited
       Shengfeng Building, No. 478 Fuxin East Road
       Jin'an District, Fuzhou City
       Fujian Province, People's Republic of China, 350001

                                                        Re: Shengfeng
Development Limited
                                                            Amendment No. 1 to
Draft Registration Statement on Form F-1
                                                            Submitted July 2,
2021
                                                            CIK No. 0001863218

       Dear Mr. Liu:

             We have reviewed your amended draft registration statement and
have the following
       comments. In some of our comments, we may ask you to provide us with
information so we
       may better understand your disclosure.

              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 our comments apply 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 these
comments and your
       amended draft registration statement or filed registration statement, we
may have additional
       comments. Unless we note otherwise, our references to prior comments are
to comments in our
       June 16, 2021 letter

       Amendment No. 1 to Draft Registration Statement on Form F-1

       Prospectus Cover Page, page i

   1.                                                   Please describe the
reference to "non-accountable expense allowance" you will pay to the
                                                        underwriter here.
       Risks Related to Our Business and Our Industry
       We use third-party services in connection with our business, and any
disruption to these services
       could result in a disruption to our busine, page 13

   2.                                                   We note your response
to prior comment 2. If you are also substantially dependent on
 Yongxu Liu
FirstName
Shengfeng LastNameYongxu   Liu
           Development Limited
Comapany
July       NameShengfeng Development Limited
     19, 2021
July 19,
Page  2 2021 Page 2
FirstName LastName
         any agreement with Anhui Luge Transportation Co., Ltd., who
contributed approximately
         12.4% of total purchase of the Company for the year ended December 31,
2020, please
         describe the material terms of the agreement and file the agreement as
an exhibit. If you
         believe you are not substantially dependent on this agreement, please
provide us an
         analysis to explain your basis. Refer to Item 8(a) of Form F-1 and
Item 601(b)(10) of
         Regulation S-K.
Risks Relating to Doing Business in the PRC
Increases in labor costs in the PRC may adversely affect our business and our
profitability. , page
20

3.       We note your response to prior comment 4. You state that due to the
constant evolution
         of labor-related laws and regulations, you cannot assure that your
current employment
         practices will not violate any "future" labor-related laws and
regulations in China. Please
         tell us whether you are currently in compliance with these laws and
regulations. As
         appropriate, please update your disclosure accordingly.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Critical Accounting Policies and Estimates, page 49

4.       We note the revisions to the critical accounting policies discussion
that were made in
         response to prior comment 10. However, it does not appear that your
discussion provides
         disclosure necessary to understand what estimate is subject to
uncertainty and the impact
         the critical accounting estimate has had or is reasonably likely to
have on your financial
         condition or results of operations to the extent the information is
material and reasonably
         available. In this regard, consider providing quantitative, as well as
qualitative,
         information necessary to understand the estimation uncertainty and the
impact the
         estimate has had or is reasonably likely to have on the company's
financial condition or
         results of operations to the extent the information is material and
reasonably available.
         Refer to Item 5.E of Form 20-F.
Leases, page 50

5.       In addition to the above, it does not appear that revisions to the
Leases section is
         complete. In this regard, this section refers only to 1) short-term
lease costs that are
         identified as immaterial and 2) the incremental borrowing rate.
However, there is no
         discussion of the estimates and/or judgments surrounding your
accounting for right-of-use
         assets and lease liabilities. Please review and revise this section as
necessary.
Notes to Consolidated Financial Statements
Note 19. Condensed financial information of the parent company, page F-36

6.       We note from your response to prior comment 26 that the information
presented in this
         note does not include any investment in subsidiary because the Parent
Company does not
         directly hold any equity interests of the VIE. Please cite the
authoritative literature you
 Yongxu Liu
Shengfeng Development Limited
July 19, 2021
Page 3
      are relying upon to support your position that the Parent Company should
not reflect its
      investments, through indirect ownership and contractual arrangements, in
the underlying
      net assets of its subsidiaries.
        You may contact Jennifer O'Brien, Staff Accountant, at 202-551-3721 or
Kimberly
Calder, Assistant Chief Accountant, at 202-551-3701 if you have questions
regarding comments
on the financial statements and related matters. Please contact Irene
Barberena-Meissner, Staff
Attorney, at 202-551-6548 or Loan Lauren Nguyen, Legal Branch Chief, at
202-551-3642 with
any other questions.



                                                           Sincerely,
FirstName LastNameYongxu Liu
                                                           Division of
Corporation Finance
Comapany NameShengfeng Development Limited
                                                           Office of Energy &
Transportation
July 19, 2021 Page 3
cc:       Jingwen (Katherine) Luo, Esq,
FirstName LastName
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