26th Floor, Gloucester Tower The Landmark 15 Queen’s Road Central Hong Kong   Telephone: +852 3761 3300 Facsimile: +852 3761 3301   www.kirkland.com	David Zhang To Call Writer Directly +852 3761 3318 david.zhang@kirkland.com

April 30, 2021

CONFIDENTIAL

Ta Tanisha Meadows

Doug Jones

Daniel Morris

Jacqueline Kaufman

Office of Trade & Services

Division of Corporation Finance

Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549

Draft Registration Statement on Form F-1

Confidentially Submitted March 26, 2021

CIK No. 0001852440

Dear Ms. Meadows, Mr. Jones, Mr. Morris, Ms. Kaufman:

On behalf of our client, Jianzhi Education Technology Group Co Ltd, a foreign private issuer incorporated under the laws of the Cayman Islands (the “Company”), we are submitting to the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) this letter setting forth the Company’s responses to the comments contained in the Staff’s letter dated April 22, 2021 on the Company’s draft registration statement on Form F-1 confidentially submitted on March 26, 2021 relating to a proposed initial public offering in the American Depositary Shares, representing the Company’s ordinary shares (the “Draft Registration Statement”). Concurrently with the submission of this letter, the Company is submitting its revised draft registration statement on Form F-1 (the “Revised Draft Registration Statement”) and certain exhibits thereto via EDGAR to the Commission for confidential review in accordance with the procedures of the Commission. Simultaneously with the submission via EDGAR, the Company is delivering to the Staff via hand delivery five courtesy copies of this letter and the Revised Draft Registration Statement, marked to show changes to the Draft Registration Statement, and two courtesy copies of the submitted exhibits.

PARTNERS:  Pierre-Luc Arsenault³ | Lai Yi Chau | Damien Coles⁶ | Justin M. Dolling⁶ | David Patrick Eich^1,5,6 | Liu Gan² | Karen K.Y. Ho | Damian C. Jacobs⁶ | Ka Man Lau | Guang Li³ | Neil E.M. McDonald | Kelly Naphtali | Ram Narayan³ | Amy Y.M. Ngan⁹ | Nicholas A. Norris⁶ | Derek K.W. Poon^3,6 | Paul S. Quinn | Richard C.C. Sharpe | Jesse D. Sheley^# | Arthur K.H. Tso | Tarun R. Warriar⁶ | Li Chien Wong | David Yun⁶ | Jacqueline B.N. Zheng^3,6

REGISTERED FOREIGN LAWYERS:  Michelle Cheh⁸ | Daniel Dusek³ | Jennifer Y.Y. Feng⁶ | Han Gao⁴ | James A. Hill⁶ | David M. Irvine⁶ | Benjamin W. James⁴ | Cori A. Lable² | Wei Yang Lim⁶ | Xiaoxi Lin³ | Yazhe Liu³ | Daniel A. Margulies⁶ | Michael D. Rackham⁶ | Tzi Yang Seow⁷ | Mi Tang³ | Wenchen Tang³ | Liyong Xing³ | David Zhang³

ADMITTED IN:  ¹ State of Illinois (U.S.A.); ² Commonwealth of Massachusetts (U.S.A.); ³ State of New York (U.S.A.); ⁴ State of Texas (U.S.A.); ⁵ State of Wisconsin (U.S.A.); ⁶ England and Wales; ⁷ Singapore; ⁸ Victoria (Australia); ⁹ New South Wales (Australia); ^# non-resident

Beijing Boston Chicago Dallas Houston London Los Angeles Munich New York Palo Alto Paris San Francisco Shanghai Washington, D.C.

The Company has responded to all of the Staff’s comments by revising the Draft Registration Statement to address the comments, by providing an explanation if the Company has not so revised the Draft Registration Statement, or by providing supplemental information as requested. The Staff’s comments are repeated below in bold and followed by the Company’s response. We have included page references to the Revised Draft Registration Statement where the language addressing a particular comment appears. Term used but not otherwise defined herein have the meanings set forth in the Revised Draft Registration Statement.

Prospectus Summary, page 1

In response to the Staff’s comment, the Company has added the requested disclosure on page 5 of the Revised Draft Registration Statement.

In response to the Staff’s comment, the Company has added the requested disclosure on page 3 of the Revised Draft Registration Statement.

In response to the Staff’s comment, the Company has added the requested disclosure on page 5 of the Revised Draft Registration Statement.

Corporate History and Structure, page 5

In response to the Staff’s comment, the Company has added the requested disclosure on pages 6, 7, 58 and 59 of the Revised Draft Registration Statement.

Our collaborative relationships with Tianyi Video, page 19

In response to the Staff’s comment, the Company has added the requested disclosure on page 19 of the Revised Draft Registration Statement.

The Company respectfully advises the Staff that third-parties, such as Tianyi, could not set or alter the Company’s pricing structure. The Company further respectfully advises the Staff that the Company has revised the requested disclosure on page 19 of the Revised Draft Registration Statement.

Failure to make adequate contributions to various employee benefits plans, page 27

In response to the Staff’s comment, the Company has added the requested disclosure on page 31 of the Revised Draft Registration Statement. 

PRC regulation of loans and direct investment by of shore holding companies, page 33

In light of the restrictions described above, please quantify the amount of loans or capital contributions you anticipate being able to make to your PRC subsidiaries or VIEs following this offering, and discuss any regulatory approvals you will be seeking specifically in order to allocate proceeds from this offering to your PRC subsidiaries or VIEs.

In response to the Staff’s comment, the Company has added the requested disclosure on pages 37 and 38, 115 and 116 of the Revised Draft Registration Statement.

[Our post-offering memorandum and articles of association . . .], page 39

The Company acknowledges the Staff’s comment. The Company respectfully undertakes that if any such underlying documents become available, the Company will provide the Staff with a copy of the documents on a supplemental basis.

Contractual Arrangements with Our VIE and Its Shareholders, page 54

The Company acknowledges the Staff’s comment. The Company respectfully undertakes that it will provide the Staff with a copy of VIE agreements in the next round of filing on a supplemental basis.

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 61

In response to the Staff’s comment, the Company hereby confirms that Beijing Sentu is the only VIE entity of the company and the Company has consolidated Beijing Sentu and its subsidiaries in the Company’s consolidated financial statements. The Company further respectfully advises the Staff that the Company has revised the requested disclosure on page 82 of the Revised Draft Registration Statement.

Demand for Online Educational Content, page 62

In response to the Staff’s comment, the Company has added the requested disclosure on page 67 of the Revised Draft Registration Statement.

Continued Collaboration with Third Parties, page 63

In response to the Staff’s comment, the Company has added the requested disclosure on page 68 of the Revised Draft Registration Statement. The Company further respectfully advises the Staff that it believes that any single agreement between the Company and third-party content providers does not reach the threshold of “material contracts”. Accordingly, the Company has not included the agreements between the Company and third-party content providers as exhibits to the Company’s Revised Draft Registration Statement.

Liquidity and Capital Resources, page 70

In response to the Staff’s comment, the Company has revised the disclosure on Note 17, page F-37 of the Revised Draft Registration Statement. The Company further respectfully advises the Staff that the amounts due from entities within the Group presented in current assets actually represents the investment in subsidiaries, VIE and VIE’s subsidiaries. The Company combined the balance into the investment in subsidiaries, VIE and VIE’s subsidiaries presented in non-current assets. Furthermore, the balance of amounts due from entities within the Group presented in non-current assets represents the advances to subsidiaries. To date, the Company has no repayment plan.

Operating Activities, page 71

In response to the Staff’s comment, the Company has added the requested disclosure on pages 76, 77 and F-14 of the Revised Draft Registration Statement.

In response to the Staff’s comment, the Company has added the requested disclosure on page 76 of the Revised Draft Registration Statement.

In response to the Staff’s comment, the Company has added the requested disclosure on page 75 of the Revised Draft Registration Statement.

Capital Requirement, page 84

In response to the Staff’s comment, the Company has added the requested disclosure on pages 4 and 90 of the Revised Draft Registration Statement.

Business, page 88

The Company respectfully advises the Staff that the ranking is based in the revenue of the Company derived from providing digital contents for higher education institutions in 2020. Only companies providing digital contents for higher education institutions are considered as players in the market. Higher education institutions are not considered as market players. The Company further respectfully advises the Staff that the Company added the requested disclosure on pages 1, 66, 88 and 94 of the Revised Draft Registration Statement.

Cutting-edge and Practical Educational Content, page 91

In response to the Staff’s comment, the Company has added the requested disclosure on page 100 of the Revised Draft Registration Statement. The Company further respectfully advises the Staff that its professional certificate related content is in the form of written exams and guidance without the involvement of instructors.

Established and Integrated Omni-channel Sales, page 91

In response to the Staff’s comment, the Company has added the requested disclosure on page 97 of the Revised Draft Registration Statement. The Company further respectfully advises the Staff that it believes that any single agreement between the Company and higher education and library customers does not reach the threshold of “material contracts”. Accordingly, the Company has not included the agreements between the Company and higher education and library customers, as exhibits to the Company’s Revised Draft Registration Statement.

Sales and Marketing, page 99

In response to the Staff’s comment, the Company has added the requested disclosure on page 105 of the Revised Draft Registration Statement.

Regulations on Foreign Exchange and Offshore Investment, page 108

In response to the Staff’s comment, the Company has added the requested disclosure on how regulations apply and the consequences of non-compliance to our business on pages 114, 115 of the Revised Draft Registration Statement, and the Company has also added the requested disclosure of favorable policies on page 111 of the Revised Draft Registration Statement.

Notes to the Consolidated Financial Statements

Note 1 - Organization and Business Description, page F-9

In response to the Staff’s comment, the Company has added the requested disclosure on Note 1, page F-14 of the Revised Draft Registration Statement.

General

The Company acknowledges the Staff’s comment. The Company undertakes that if any written communication, as defined in Rule 405 under the Securities Act, is presented to potential investors in reliance on Section 5(d) of the Securities Act by the Company or anyone authorized to do so on its behalf, the Company will provide the Staff with a copy of the written communication on a confidential, supplemental basis.

* * *

If you have any questions regarding the Revised Draft Registration Statement, please contact me at david.zhang@kirkland.com, +852 3761 3318 (work) or +852 9124 8324 (cell), or Steve Lin at steve.lin@kirkland.com, +86 10 5737 9315 (work) or +86 18610495593 (cell).

Thank you for your time and attention.

Enclosure

Yong Hu, Director and Chief Executive Officer

Xiaolei Ni, Chief Financial Officer

David Zhang, Esq., Partner, Kirkland & Ellis International LLP

Steve Lin, Esq., Partner, Kirkland & Ellis International LLP

Erin Liu, Partner, Friedman LLP

Meng Ding, Esq., Partner, Sidley Austin LLP