Helport AI Limited
9 Temasek Boulevard #07-00, Suntec Tower Two
Singapore 038989
July 3, 2024
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Technology
100 F Street N.E.
Washington, D.C. 20549
| Re: | Helport AI Limited Amendment No. 5 to Registration Statement on Form F-4 Filed June 28, 2024 File No. 333-276940 |
Ladies and Gentleman:
Pursuant to Rule 461 under the Securities Act of 1933, as amended, Helport AI Limited (the “Company”) hereby requests acceleration of effectiveness of the above referenced Registration Statement so that it will become effective at 5:00 p.m. ET on Friday, July 5, 2024, or as soon as practicable thereafter, or at such later time as the Company or its counsel may orally request by telephone call to the staff of the U.S. Securities and Exchange Commission.
| Very truly yours, |
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| /s/ Cong Shi |
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| Cong Shi |
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| Director |
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cc: | Hunter Taubman Fischer & Li LLC |
Ellenoff Grossman & Schole LLP |