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United States securities and exchange commission logo





                            June 14, 2024

       Yi Hua
       Chief Executive Officer
       Acri Capital Merger Sub I Inc.
       13284 Pond Springs Rd, Ste 405
       Austin, TX 78729

                                                        Re: Acri Capital Merger
Sub I Inc.
                                                            Amendment No. 2 to
Draft Registration Statement on Form S-4
                                                            Submitted May 23,
2024
                                                            CIK No. 0002013807

       Dear Yi Hua:

            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
       May 6, 2024 letter.

       Amendment No.2 to Draft Registration Statement on Form S-4 Submitted May
23, 2024

       Timeline of Business Combination, page 66

   1.                                                   We note your response
to prior comment 2 and reissue in part. Please describe the
                                                        potential impact that
the Transaction Financing will have on non-redeeming stockholders.
 Yi Hua
FirstName
Acri CapitalLastNameYi
             Merger SubHua
                       I Inc.
Comapany
June        NameAcri Capital Merger Sub I Inc.
     14, 2024
June 14,
Page 2 2024 Page 2
FirstName LastName
Notes to Unaudited Consolidated Financial Statements
Note 3 - Basis of presentation and significant accounting policies
Warranty, page F-9

2.       We note your expanded disclosure in response to prior comment 8 that,
"Historically, the
         Company's product defective rate was immaterial to the Company's
operations." Please
         expand your disclosure to explain how you determined that your product
defective rate
         has historically been immaterial. In this regard, we note your
statement that all of your
         sale transactions prior to July 2023 were provided with 3% of products
on top of each
         customer's orders. Refer to ASC 460.
Audited Financial Statement of Acri Capital Merger Sub I Inc.
Notes to Consolidated Financial Statements
Note 10 - Subsequent Events, page F-59

3.       We note your revised disclosure in response to prior comment 11. We
further note that the
         date of April 14, 2023, which you disclose your payments enabled you
to extend the
         period of time to consummate the initial Business Combination has
remained the same.
         Further, we note the three dates that you made payments to extend the
period of time are
         subsequent to this date of April 14, 2023. We repeat our prior comment
to advise or revise
         accordingly if this extended date is correct.
General

4.       We note discussion of "AI-driven systems" and your intention to enter
the Artificial
         Intelligence of Things (AIoT) market segment. Please indicate the
products incorporating
         each technology in your pipeline and the stage of development of each
technology. With
         respect to artificial intelligence, please indicate if your algorithms
are proprietary or open
         source, and update you risk factors to reflect the relevant risks.

       Please contact Ryan Rohn at 202-551-3739 or Stephen Krikorian at
202-551-3488 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Charli Wilson at 202-551-6388 or Matthew Crispino at 202-551-3456 with
any other
questions.



                                                                Sincerely,

                                                                Division of
Corporation Finance
                                                                Office of
Technology
cc:      Yi Liu
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