CORRESP 1 filename1.htm

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

[email protected]

June 24, 2022

Taylor Beech

Donald Field

Office of Trade & Services

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:

Jianzhi Education Technology Group Co Ltd

Response to the Staff’s Comments on

Amendment No. 11 to Registration Statement on Form F-1

Filed June 7, 2022

CIK No. 0001852440

Dear Ms. Beech and Mr. Field:

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 June 21, 2022 on the Company’s amendment to registration statement on Form F-1 publicly filed on June 7, 2022 relating to a proposed initial public offering in the American Depositary Shares, representing the Company’s ordinary shares (the “Amendment No. 10 to the Registration Statement”). Concurrently with the submission of this letter, the Company is submitting its further amendment to registration statement on Form F-1 (the “Amendment No. 11 to the Registration Statement”) and certain exhibits thereto via EDGAR to the Commission for 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 Amendment No. 11 to the Registration Statement, marked to show changes to the Registration Statement, and two courtesy copies of the submitted exhibits.

The Company has responded to all of the Staff’s comments by revising the Registration Statement to address the comments, by providing an explanation if the Company has not so revised the 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 Amendment No. 11 to the Registration Statement where the language addressing a particular comment appears. Terms used but not otherwise defined herein have the meanings set forth in the Amendment No. 11 to the Registration Statement.

Nicholas Tianchia Liew⁵ | Bo Peng⁸ | Tom Roberts⁵ | David Zhang³ | Xiang Zhou³

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 Wisconsin (U.S.A.); ⁵ England and Wales; ⁶ Victoria (Australia); ⁷ New South Wales (Australia); ⁸ State of Georgia (U.S.A.); ⁹ State of California (U.S.A.); ^# non-resident

Austin Bay Area Beijing Boston Brussels Chicago Dallas Houston London Los Angeles Munich New York Paris Salt Lake City Shanghai Washington, D.C.

Office of Trade & Services

Division of Corporation Finance

Securities and Exchange Commission

June 24, 2022

Page 2

Amendment No. 10 to Registration Statement on Form F-1 Filed June 7, 2022

The VIEs and China Operations, page 3

We note your disclosure in this section and throughout the prospectus that you have relied upon the advice and opinion of counsel, Commerce & Finance Law Offices (your counsel as to PRC law), with respect to your conclusions regarding having the required permissions and approvals to operate your business and to offer securities to investors. Please file a consent of counsel related to these opinions and references. In this regard, we note that Exhibit 99.2 does not contain opinions covering these matters nor an explicit consent regarding these opinions and references in the prospectus.

In response to the Staff’s comment, the Company has filed the updated Exhibit 99.2 to the Amendment No. 11 to the Registration Statement.

Please refer to the fourth paragraph. We note your disclosure that your PRC subsidiaries and the VIEs have obtained the requisite licenses and permits from the PRC government authorities that are material for the business operations of the company and the VIEs in the PRC. The disclosure here should not be qualified by materiality. Please revise accordingly.

In response to the Staff’s comment, the Company has revised the disclosure on page 6 of the Amendment No. 11 to the Registration Statement.

***

Office of Trade & Services

Division of Corporation Finance

Securities and Exchange Commission

June 24, 2022

Page 3

If you have any questions regarding the Revised Draft Registration Statement, please contact me at [email protected], +852 3761 3318 (work) or +852 9124 8324 (cell), or Steve Lin at [email protected], +86 10 5737 9315 (work) or +86 18610495593 (cell).

Thank you for your time and attention.

	Very truly yours,

	/s/ David Zhang
	David Zhang

Enclosure

c.c.

Peixuan Wang, Chairwoman of the Board

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