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United States securities and exchange commission logo





                               November 2, 2022

       Jie Liu
       Chief Executive Officer
       Hongli Group Inc.
       Beisanli Street, Economic Development Zone
       Changle County, Weifang
       Shandong, China 262400

                                                        Re: Hongli Group Inc.
                                                            Amendment No. 10 to
Registration Statement on Form F-1
                                                            Filed October 26,
2022
                                                            File No. 333-261945

       Dear Jie Liu:

             We have reviewed your amended 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 amending your registration
statement and providing the
       requested information. 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 any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.

       Amendment No. 10 to Registration Statement on Form F-1

       Cover Page

   1.                                                   Disclose whether your
offering is contingent upon on final approval of your NASDAQ
                                                        listing on your cover
page. Please ensure the disclosure is consistent with your
                                                        underwriting agreement.
   2.                                                   To the extent you
intend to proceed with your offering if your NASDAQ listing is denied,
                                                        revise your cover page
to indicate that the offering is not contingent on NASDAQ
                                                        approval of your
listing application and that if the shares are not approved for listing, you
                                                        may experience
difficulty selling your shares. Include risk factor disclosures to address
                                                        the potential impact on
liquidity and the value of shares.
 Jie Liu
Hongli Group Inc.
November 2, 2022
Page 2
Risk Factors
Risks Related to Our Public Offering and Ownership of Our Ordinary Shares, page
65

3.    We note recent instances of extreme stock price run-ups followed by rapid
price declines
      and stock price volatility seemingly unrelated to company performance
following a
      number of recent initial public offerings, particularly among companies
with relatively
      smaller public floats. Revise to include a separate risk factor
addressing the potential for
      rapid and substantial price volatility and any known factors particular
to your offering that
      may add to this risk and discuss the risks to investors when investing in
stock where the
      price is changing rapidly. Clearly state that such volatility, including
any stock-run up,
      may be unrelated to your actual or expected operating performance and
financial
      condition or prospects, making it difficult for prospective investors to
assess the rapidly
      changing value of your stock.
        You may contact David Edgar, Senior Staff Accountant, at (202) 551-3459
or Kathleen
Collins, Accounting Branch Chief, at (202) 551-3499 if you have questions
regarding comments
on the financial statements and related matters. Please contact Jeff Kauten,
Staff Attorney, at
(202) 551-3447 or Jan Woo, Legal Branch Chief, at (202) 551-3453 with any other
questions.



                                                            Sincerely,
FirstName LastNameJie Liu
                                                            Division of
Corporation Finance
Comapany NameHongli Group Inc.
                                                            Office of
Technology
November 2, 2022 Page 2
cc:       Arila Zhou, Esq.
FirstName LastName
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