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United States securities and exchange commission logo





                            August 19, 2022

       Yongxu Liu
       Chief Executive Officer, President, Director, and Chairman
       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. 6 to
Draft Registration Statement on Form F-1
                                                            Submitted July 25,
2022
                                                            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
       April 4, 2022 letter.

       Amendment No. 6 to Draft Registration Statement on Form F-1

       Cover Page

   1.                                                   We note your revisions
in response to prior comment 1 and reissue the comment in part.
                                                        Please revise to
disclose that investors are purchasing an interest in Shengfeng
                                                        Development Limited,
your Cayman Islands holding company.

   2.                                                   Please revise your
disclosure here and throughout to definitively state whether your
                                                        auditor is subject to
the determinations announced by the PCAOB on December 16, 2021
                                                        relating to the PCAOB
s inability to inspect or investigate completely registered public
 Yongxu Liu
FirstName
Shengfeng LastNameYongxu   Liu
           Development Limited
Comapany
August 19, NameShengfeng
           2022           Development Limited
August
Page 2 19, 2022 Page 2
FirstName LastName
         accounting firms headquartered in mainland China of the PRC or Hong
Kong because of a
         position taken by one or more authorities in mainland China or Hong
Kong.
3.       Please update your disclosures to clarify, for example, that the final
rules adopted by the
         SEC relating to the HFCA Act became effective on January 10, 2022.
4.       We note your disclosure here regarding how cash is transferred through
your organization
         and that, as of the date of this prospectus, none of your subsidiaries
or the VIE have made
         any "dividends or distributions" to your Company and your Company has
not made any
         "dividends or distributions to your shareholders." Please revise to
clarify whether any
         other transfers, including cash transfers, have occurred. We note your
disclosure on page
         19.
Prospectus Summary
Consolidation, page 14

5.       For consistency, please revise the titles shown in the parentheses of
the columns in the
         condensed consolidating schedules so that they align with the
shortened titles referenced
         via quotation marks in the Corporate Structure presentation on page 8.
For example, we
         note that Shengfeng Development Limited is referenced as "Shengfeng
Cayman" and that
         Shengfeng Holding Limited is referenced as "Shengfeng HK" on page 8.
Please retain
         parenthetical references to WFOE and VIE.
6.       We note the revisions made in response to prior comment 4. However, we
also note that
         pursuant to the Exclusive Technical Consultation and Service
Agreements (VIE
         Agreements), Fujian Tianyu Shengfeng Logistics Co., Ltd. (WFOE) is
engaged to provide
         certain technical services to Shengfeng Logistics Group Co., Ltd. and
subsidiaries (VIE),
         and that WFOE is entitled to a    service fee    equal to 50% of the
after-tax income of VIE
         and a    floating fee,    which is not to exceed the after-tax income
of VIE after deducing the
         service fee. Therefore, it remains unclear (i) how the revenue and
receivable from VIE is
         reflected in the WFOE column of your condensed consolidating
schedules, or (ii) how the
         expense and amounts due to WFOE are reflected in the VIE column of
your condensed
         consolidating schedules for the year ended December 31, 2021. Please
explain or revise
         your condensed consolidating schedules as necessary.
7.       We further note that the Shengfeng Cayman column reflects "Investment
in Subsidiaries
         and VIE" and "Income from VIE and its subsidiaries" in the condensed
         consolidating schedules (i.e. balance sheet and statement of
operations, respectively).
         However, we note that Shengfeng Cayman does not have an equity
interest in VIE.
         Therefore, it is unclear why the Shengfeng Cayman and Shengfeng HK
columns do not
         reflect their equity investment and their share of equity income from
their respective
         subsidiaires in the condensed consolidating schedules, respectively,
as of and for the year
         ended December 31, 2021. In this regard, we note that Shengfeng Cayman
holds a 100%
         equity interest in Shengfeng HK and that Shengfeng HK holds a 100%
equity interest in
         WFOE, and that the VIE Agreements referenced in the prior comment
should be given
 Yongxu Liu
FirstName
Shengfeng LastNameYongxu   Liu
           Development Limited
Comapany
August 19, NameShengfeng
           2022           Development Limited
August
Page 3 19, 2022 Page 3
FirstName LastName
         appropriate consideration.
8.       We note from disclosure on page F-9 that the VIE Agreements were
signed on January 7,
         2021. Therefore, it appears that amounts included in the Shengfeng
Cayman, Shengfeng
         HK and Tianyu (WFOE) columns that pre-date the VIE Agreements (i.e.
January 7, 2021)
         should be zero or N/A. Please explain or revise your condensed
consolidating schedules
         as necessary. Also, please revise the introductory paragraph beginning
on page 14 to
         clarify when the VIE Agreements were entered into and why the
historical amounts are
         reflected in the VIE only column.
Dividend Distributions, Cash Transfer, and Tax Consequences , page 19

9.       We note your revisions in response to prior comment 5 and reissue the
comment in part.
         Please more clearly describe how cash is transferred through your
organization. Also, we
         note you disclose that "[s]ubject to certain contractual, legal and
regulatory restrictions,
         cash and capital contributions may be transferred among [your] Cayman
Islands holding
         company and [your] subsidiaries, and that "[c]ash transfers from
[your] Cayman Islands
         holding company are subject to applicable PRC laws and regulations on
loans and direct
         investment. You further disclose that "[i]f needed, cash can be
transferred between [your]
         holding company and subsidiaries through intercompany fund advances,
and there are
         currently no restrictions on transferring funds between [your] Cayman
Islands holding
         company and subsidiaries in Hong Kong and mainland China, other than
certain
         restrictions and limitations imposed by the PRC government. Please
revise to clarify the
         legal and regulatory restrictions and limitations that you reference
and provide a brief
         summary of these restrictions and limitations. Please also revise to
address how these
         restrictions and limitations impact your ability to transfer cash or
distribute earnings to
         U.S. investors and clarify, if true, that no dividends or
distributions have been made to
         U.S. investors to date.
Risk Factors
Our financial condition, results of operations, and cash flows have been
adversely affected by
COVID-19, page 27

10.      We note your disclosure here that as of December 31, 2021, the
COVID-19 pandemic has
         not had material impacts on your operations results. We also note your
disclosure on page
         74 that, as of June 30, 2021, (i) all of your employees had returned
to work, (ii) your
         major operations, including transportation and warehouse storage
management, had fully
         recovered around China, and (iii) customer demand for your services
had fully recovered.
         We further note that certain areas of mainland China and Hong Kong
were impacted by
         COVID-19 lockdowns in earlier 2022. Please update these disclosures as
of a more recent
         date.
 Yongxu Liu
FirstName
Shengfeng LastNameYongxu   Liu
           Development Limited
Comapany
August 19, NameShengfeng
           2022           Development Limited
August
Page 4 19, 2022 Page 4
FirstName LastName
Management's Discussion and Analysis of Financial Condition and Results of
Operations
General Factors Affecting our Results of Operations, page 73

11.      You state on page 88 that    Due to the outbreak of COVID-19,
downstream clients faced
         disruptions in their supply chain, which resulted in a decline in
demand.    Please include a
         discussion addressing whether the supply chain disruptions experienced
by your
         downstream clients materially affect your outlook or business goals.
Specify whether
         these challenges have materially impacted your results of operations
or capital resources
         and quantify, to the extent possible, how your sales, profits, and/or
liquidity have been
         impacted.
Results of Operations
Cost of revenues, page 79

12.      You state that    In 2022, worldwide inflation has led to a sharp rise
in fuel prices, which
         will significantly increase the Company's operating costs.    Please
revise to include
         relevant disclosure if recent inflationary pressures have materially
impacted or are
         expected to materially impact your operations. In this regard,
identify the types of
         inflationary pressures you are facing and how your business has been
affected. As part of
         your disclosure, identify actions planned or taken, if any, to
mitigate inflationary
         pressures.
Report of Independent Registered Public Accounting Firm
Basis for Opinion, page F-2

13.      It appears, with regard to the following statement, "We are a public
accounting firm
         registered with the Public Company Accounting Oversight Board (
PCAOB   ) ...," that the
         parenthetical reference to the "(United States)" has been removed.
Please request a
         revision from the independent registered public accounting firm, as
necessary, to comply
         with PCAOB AS 3101.
General

14.      We note that you include references to both "PRC" and "mainland
China." Please ensure
         that your disclosure does not narrow risks related to operating in the
PRC to mainland
         China only. Where appropriate, you may describe PRC law and then
explain how Hong
         Kong differs from PRC law. Please clarify that the legal and
operational risks associated
         with operating in the PRC also apply to your operations in Hong Kong,
including those of
         Shengfeng HK.
 Yongxu Liu
Shengfeng Development Limited
August 19, 2022
Page 5

         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
August 19, 2022 Page 5
cc:       Jingwen (Katherine) Luo, Esq,
FirstName LastName
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