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United States securities and exchange commission logo
August 3, 2022
Xiangying Meng
President and CEO
Clancy Corp
2nd Floor, BYD, No. 56, Dongsihuan South Road
Chaoyang District, Beijing, China 100023
Re:Clancy Corp
File No. 333-213698
Form 10-K for the Fiscal Year Ended July 31, 2021
Dear Mr. Meng:
            We have reviewed your filing 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended July 31, 2021
Cover Page
1.Provide prominent disclosure about the legal and operational risks associated with being
based in or having the majority of the company’s operations in China. Your disclosure
should make clear whether these risks could result in a material change in your operations
and/or the value of the securities you are registering for sale or could significantly limit or
completely hinder your ability to offer or continue to offer securities to investors and
cause the value of such securities to significantly decline or be worthless. Your disclosure
should address how recent statements and regulatory actions by China’s government, such
as those related to the use of variable interest entities and data security or anti-monopoly
concerns, have or may impact the company’s ability to conduct its business, accept
foreign investments, or list on a U.S. or other foreign exchange. Please disclose whether
your auditor is subject to the determinations announced by the PCAOB on December 16,
2021 and whether and how the Holding Foreign Companies Accountable Act and related
regulations will affect your company. Your prospectus summary should address, but not

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necessarily be limited to, the risks highlighted on the prospectus cover page.
2.Clearly disclose how you will refer to the holding company and subsidiaries when
providing the disclosure throughout the document so that it is clear to investors which
entity the disclosure is referencing and which subsidiaries or entities are conducting the
business operations.  Disclose clearly the entity (including the domicile) in which
investors are purchasing an interest.
3.Provide a description of how cash is transferred through your organization.  State whether
any transfers, dividends, or distributions have been made to date between the holding
company and its subsidiaries, or to investors, and quantify the amounts where applicable.
Provide cross-references to the condensed consolidating schedule and the consolidated
financial statements.
Item 1. Business, page 3
4.Disclose each permission or approval that you or your subsidiaries are required to obtain
from Chinese authorities to operate your business and to offer the securities being
registered to foreign investors. State whether you or your subsidiaries are covered by
permissions requirements from the China Securities Regulatory Commission (CSRC),
Cyberspace Administration of China (CAC) or any other governmental agency, and state
affirmatively whether you have received all requisite permissions or approvals and
whether any permissions or approvals have been denied.  Please also describe the
consequences to you and your investors if you or your subsidiaries: (i) do not receive or
maintain such permissions or approvals, (ii) inadvertently conclude that such permissions
or approvals are not required, or (iii) applicable laws, regulations, or interpretations
change and you are required to obtain such permissions or approvals in the future.
5.Provide a clear description of how cash is transferred through your organization.  Quantify
any cash flows and transfers of other assets by type that have occurred between the
holding company and its subsidiaries.  Quantify any dividends or distributions that a
subsidiary has made to the holding company and which entity made such transfer, and
their tax consequences.  Similarly quantify dividends or distributions made to U.S.
investors, the source, and their tax consequences.  Your disclosure should make clear if no
transfers, dividends, or distributions have been made to date.  Describe any restrictions on
foreign exchange and your ability to transfer cash between entities, across borders, and to
U.S. investors.  Describe any restrictions and limitations on your ability to distribute
earnings from the company, including your subsidiaries, to the parent company and U.S.
investors.
6.Disclose that trading in your securities may be prohibited under the Holding Foreign
Companies Accountable Act if the PCAOB determines that it cannot inspect or investigate
completely your auditor, and that as a result an exchange may determine to delist your
securities. Disclose whether your auditor is subject to the determinations announced by
the PCAOB on December 16, 2021.

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Item 1A. Risk Factors, page 8
7.At the beginning of this section, disclose the risks that your corporate structure and being
based in or having the majority of the company’s operations in China poses to investors.
In particular, describe the significant regulatory, liquidity, and enforcement risks with
cross-references to the more detailed discussion of these risks in the prospectus. For
example, specifically discuss risks arising from the legal system in China, including risks
and uncertainties regarding the enforcement of laws and that rules and regulations in
China can change quickly with little advance notice; and the risk that the Chinese
government may intervene or influence your operations at any time, or may exert more
control over offerings conducted overseas and/or foreign investment in China-based
issuers, which could result in a material change in your operations and/or the value of the
securities you are registering for sale. Acknowledge any risks that any actions by the
Chinese government to exert more oversight and control over offerings that are conducted
overseas and/or foreign investment in China-based issuers could significantly limit or
completely hinder your ability to offer or continue to offer securities to investors and
cause the value of such securities to significantly decline or be worthless.
8.Please expand your risk factors to disclose that the United States Senate has passed the
Accelerating Holding Foreign Companies Accountable Act, which, if enacted, would
decrease the number of “non-inspection years” from three years to two years, and thus,
would reduce the time before your securities may be prohibited from trading or delisted.
Update your disclosure to reflect that the Commission adopted rules to implement the
HFCAA and that, pursuant to the HFCAA, the PCAOB has issued its report notifying the
Commission of its determination that it is unable to inspect or investigate completely
accounting firms headquartered in mainland China or Hong Kong.
9.Given the Chinese government’s significant oversight and discretion over the conduct of
your business, please revise to highlight separately the risk that the Chinese government
may intervene or influence your operations at any time, which could result in a material
change in your operations and/or the value of the securities you are registering. Also,
given recent statements by the Chinese government indicating an intent to exert more
oversight and control over offerings that are conducted overseas and/or foreign investment
in China-based issuers, acknowledge the risk that any such action could significantly limit
or completely hinder your ability to offer or continue to offer securities to investors and
cause the value of such securities to significantly decline or be worthless.
10.In light of recent events indicating greater oversight by the Cyberspace Administration of
China (CAC) over data security, particularly for companies seeking to list on a foreign
exchange, please revise your disclosure to explain how this oversight impacts your
business and your offering and to what extent you believe that you are compliant with the
regulations or policies that have been issued by the CAC to date.
Item 9A. Controls and Procedures.
Management's Report on Internal Control over Financial Reporting, page 18

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11.Please confirm that the Company’s management conducted an assessment of the
effectiveness of your internal control over financial reporting as of July 31, 2021 and
revise your disclosures accordingly.
Report of Independent Registered Public Accounting Firm, page F-2
12.Please request your auditor to revise their audit report to fully comply with the guidance in
PCAOB AS 3101.  For example:
•Include appropriate paragraph headings;
•Refer to related notes and related schedules in the identification of the financial
statements in their opinion paragraph,;
•Provide the required explanatory language set forth in AS 3101.18.g related to
internal controls over financial reporting in their basis for opinion paragraphs. See AS
3105.59; and
•Provide critical audit matters information as required by paragraphs AS 3101.15 or
.16.
Please note that this may not be an all-inclusive list of necessary revisions.  We suggest
your auditor refer Appendix B to AS 3101 for an illustrative auditor’s report.
13.We note your disclosures in Note 2 on page F-9 and your risk factor on page 8 related to
the substantial doubt about your ability to continue as a going concern.  We also note your
disclosure under the caption, Liquidity and Capital Resources section on page 14 that the
Company can provide no assurances that it can continue to satisfy its cash requirements
for at least the next twelve months.  Finally, we note your disclosure within Financing
Activities on page 15 that your auditors have issued a going concern opinion on your
financial statements. However, there is no going concern paragraph within the audit
opinion presented on page F-2.  In light of the above, please ensure consistency and
accuracy of your disclosures, including compliance with ASC 205-40-50.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Jeanne Baker at (202) 551-3691 or Terence O'Brien at (202) 551-3355
if you have questions regarding comments on the financial statements and related
matters.  Please contact Dillon Hagius at (202) 551-7967 or Celeste Murphy at (202) 551-3257
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences