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CORRESP
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CORRESP

 Mogu Inc.

February 14, 2023

 VIA EDGAR

 Mr. Scott Stringer

 Mr. Adam Phippen

Ms. Alyssa Wall

 Ms. Lilyanna Peyser

U.S. Securities and Exchange Commission

 Division of Corporation
Finance

 Office of Trade & Services

 100 F Street,
N.E.

 Mail Stop 4631

 Washington, DC 20549

 MOGU Inc.

Re:
 Form 20-F for Fiscal Year Ended March 31, 2022

 Response dated October 7, 2022

File No. 001-38748

Dear Mr. Stringer, Mr. Phippen, Ms. Wall and Ms. Peyser:

Mogu Inc. (the “Company”, “we”, “us” or “our”) hereby transmits its
response to the letter received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”), dated January 16, 2023 regarding our October 7, 2022 response to your comment
on our annual report on Form F-20 (the “Form 20-F”) filed on July 15, 2022. For ease of reference, we have repeated the Commission’s comments
in this response letter and numbered them accordingly. Disclosure changes made in response to the Staff’s comments will be incorporated in the Form 20-F to be filed for the year ending March 31,
2023.

 Annual Report on Form 20-F Filed on July 15, 2022

Item 3. Key Information, page 3

1.
 We note your response to comment 3. Please revise your disclosure to affirmatively state that your Hong Kong
subsidiary does not have any operations.

 Response: The Company will revise the referenced disclosure in
response to the Staff’s comment as follows:

 Revise the 1st paragraph of Item 3
Key Information—Our Holding Company Structure and Contractual Arrangements at page 4 by adding the underlined –

 “We are a
company incorporated in the Cayman Islands. We are not a Chinese operating Company but a Cayman Islands holding company with no equity ownership in the VIEs. Our Hong Kong subsidiary is not an operating company but a holding company. We
conduct our operations in China through (i) our PRC subsidiaries and (ii) the VIEs with which we have maintained contractual arrangements. Hangzhou Shiqu is our PRC subsidiary and a foreign-invested enterprise under PRC laws. Current PRC
laws and regulations impose certain restrictions or prohibitions on foreign ownership of companies that engage in value-added telecommunication services and certain other businesses…”

2.
 We note your proposed amended disclosure in response to comment 4 and reissue in part. Please revise your
diagram of the company’s corporate structure to identify the persons or entities that own equity in MOGU Inc. Your disclosure currently identifies only the persons or entities that own equity in your subsidiaries and the VIEs. Please also amend
your disclosure to disclose the challenges the company may face enforcing the contractual agreements with the VIEs due to jurisdictional limits.

Response: The Company will revise the referenced disclosure in response to the Staff’s comment as follows:

(i)
 revise the diagram at page 3 and 78 by identifying the persons or entities that own equity in MOGU Inc. See.
Appendix – Organizational Structure.

(ii)
 add the disclosure the risk factor “Our ability to enforce the contractual agreements between us and the
VIE’s shareholders may be subject to PRC laws and regulations.” of “Item 3. Key Information—D. Risk Factors—Risks Related to Our Corporate Structure” at page 36 and the cross reference at page 41.

Our ability to enforce the contractual agreements between us and the VIE’s shareholders may be subject to PRC laws and
regulations.

 We have relied on contractual arrangements with Hangzhou Juangua and Beijing Meilishikong and
its shareholders to conduct a portion of operations in China. All of the agreements under our contractual arrangements are governed by and interpreted in accordance with PRC laws, and disputes arising from these contractual arrangements will be
resolved through arbitration in China. The legal system in China is a civil law system based on written statutes. Unlike common law systems, it is a system in which decided legal cases may be cited for reference but have less precedential value. The
laws, regulations, and legal requirements in China are quickly evolving and their interpretation and enforcement involve uncertainties. As a result, these uncertainties could limit our ability to enforce these contractual arrangements. Meanwhile,
there are very few precedents and little formal guidance as to how contractual arrangements in the context of a VIE should be interpreted or enforced under PRC law. There remain significant uncertainties regarding the ultimate outcome of such
arbitration should legal action become necessary. In addition, under PRC laws, rulings by arbitrators are final, parties cannot appeal the arbitration results in courts, and if the losing parties fail to carry out the arbitration awards within a
prescribed time limit, the prevailing parties may only enforce the arbitration awards in the PRC courts through arbitration award recognition proceedings, which would require additional expenses and delay. If we are unable to enforce these
contractual arrangements, or if we suffer significant delay or face other obstacles in the process of enforcing these contractual arrangements, we may not be able to receive economic benefits from the VIE, and our ability to conduct our business may
be negatively affected. See “Risks Related to Doing Business in China— Rules and regulation governing the internet industry in China are relatively new and quickly evolving. The uncertainties with respect to the PRC legal system and the
enforcement of rules and regulations governing the internet industry could adversely affect us our result of business and financial operations and the value of our securities.’

Permissions Required from the PRC Authorities for Our Operations, page 6

3.
 We note your proposed amended disclosure in response to comment 6 and reissue in part. Please expand your
discussion of the permissions or approvals that you, your subsidiaries, or the VIEs are required to obtain from Chinese authorities to include permissions or approvals needed to offer your securities to foreign investors. Your current disclosure
only addresses the permissions or approvals required to operate the business. Please also describe the consequences to you and your investors if you, your subsidiaries, or the VIEs: (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. Revise to state
whether any of the permissions or approvals required to operate your business or offer your securities have been denied. Finally, while your proposed revised disclosure indicates that you, your subsidiaries, the VIEs and their subsidiaries are not
required to obtain permissions from the CSRC, you have not affirmatively stated the same with respect to the CAC, if true; please revise.

 Response: The Company will revise the referenced disclosure in response to the
Staff’s comment by adding the following underlined paragraphs after the second paragraph of Item 3 Key Information — Permissions Required from PRC Authorities for Our Operations at page 6 —

On August 8, 2006, six PRC regulatory agencies jointly adopted The Regulations on Mergers and Acquisitions of Domestic
Enterprises by Foreign Investors, or the M&A Rules, which came into effect on September 8, 2006 and were amended on June 22, 2009. Under the regulations, an offshore special purpose vehicle formed for
overseas listing purposes and controlled directly or indirectly by the PRC citizens shall obtain the approvals of the CSRC prior to overseas listing and trading of such special purpose vehicle’s securities on an overseas stock exchange. Under
the PRC laws and regulations in effect at the time of this Annual Report, as advised by King & Wood Mallesons, our PRC legal counsel, we will not be required to submit an application to the CSRC for its permissions or
approvals of offering and the listing and trading of our securities to foreign investors under the M&A Rules. However, the interpretation and application of the regulations remain unclear, and the above opinions of King &
Wood Mallesons, our PRC counsel are subject to any new laws, rules and regulations or detailed implementations and interpretations in any form relating to the M&A Rules. We cannot assure you that relevant Chinese government agencies, including
the CSRC, would reach the same conclusion in the future.

 On December 24, 2021, the CSRC, together with other
relevant government authorities in China issued the Provisions of the State Council on the Administration of Overseas Securities Offering and Listing by Domestic Companies (Draft for Comments), and the Measures for the Filing of Overseas Securities
Offering and Listing by Domestic Companies (Draft for Comments) (“Draft Overseas Listing Regulations”). Pursuant to these drafts, PRC domestic companies that directly or indirectly offer or list their securities in an overseas market,
which include (i) any PRC company limited by shares, and (ii) any offshore company that conducts its business operations primarily in China and contemplates an offering or listing of its securities in an
overseas market based on its onshore equities, assets or similar interests, are required to file with the CSRC within three business days after submitting their listing application documents. However, as of the date of this Annual Report,
uncertainties exist regarding the final form of these regulations as well as the interpretation and implementation thereof after promulgation. In the event that these drafts come into effect before the consummation of this offering, we will take any
and all actions necessary to complete the required filing with the CSRC.

 On December 28, 2021, the Cyberspace
Administration of China, or CAC jointly with the relevant authorities formally published Measures for Cybersecurity Review (2021) which will take effect on February 15, 2022 and replace the former Measures for
Cybersecurity Review (2020). Measures for Cybersecurity Review (2021) stipulates that operators of critical information infrastructure purchasing network products and services, and online platform operator (together with the
operators of critical information infrastructure, the “Operators”) carrying out data processing activities that affect or may affect national security, shall conduct a cybersecurity review, any online platform operator who controls more
than one million users’ personal information must go through a cybersecurity review by the cybersecurity review office if it seeks to be listed in a foreign country. On April 4, 2020, the CAC held a press conference and
limited the above Operators to telecommunications, finance, national defense and other industries related to national security, which is not the industry we are engaged in. Moreover, as of the date of this annual report, for entities that have been
listed overseas before the implementation of the Measures of Cybersecurity Review rather than doing a public listing, the Measures of Cybersecurity Review do not clearly stipulate that such entities or their subsidiaries, as network platform
operators, shall report to Cybersecurity Review Office for cybersecurity review, and also do not clearly stipulate that such entities or their subsidiaries shall obtain any permissions of approvals by the CAC.

Based on the above-mentioned and other effective PRC laws and regulations as the date of this Annual Report, as advised by
King & Wood Mallesons, our PRC legal counsel, none of us, the VIEs or its subsidiaries (i) is required to obtain permissions or approvals to offer securities to investors from the CSRC or CAC or any
other governmental agency, (ii) has received any denial for our operations based on the PRC laws, regulations and rules currently in effect. However, given the uncertainties of interpretation and implementation of relevant
laws and regulations and the enforcement practice by government authorities, we may be required to obtain such permissions or approvals in the future and the failure to obtain or delay in obtaining such permissions or approvals would subject us to
restrictions and penalties imposed by the CSRC, CAC or any other PRC regulatory authorities, and our ability to offer securities to foreign investors could be significantly limited or completely hindered and the securities
currently being offered may substantially decline in value and be worthless.

4.
 We note your response to comment 7, as well as your statement that counsel has advised that you, your
subsidiaries and the VIEs are not required, with a few identified exceptions, to obtain licenses and permits that are material to conduct your operations. Please revise to delete the word “material” and refer to “permissions and
approvals” instead of “licenses and permits.” Also, if you have received similar advice of counsel with respect to your conclusions as to whether you need permissions and approvals to offer securities to investors, state as much; if
you have not, state as much, explain why, and explain the basis for these conclusions.

 Response: The Company
noted the Staff’s comment. The Company respectfully submits to the Staff that it relied on an opinion of counsel and in response to the Staff’s comment it will further revise the referenced disclosure under “Item 3. Key Information
– Permissions Required from the PRC Authorities for Our Operations” at page 6 as illustrated below in underline –

 “ In
addition, as advised by King & Wood Mallesons, our PRC legal counsel, as of the date of this Annual Report, except for necessary company business licenses, foreign investment information reports to the commerce
administrative authority and foreign exchange registrations or filings, our consolidated Chinese entities we and the VIEs do not have to obtain any requisite licenses and permits permissions
and or approvals from the PRC government authorities that are material for the our business operations of our holding company, our subsidiaries and the VIEs in China. Also, as
advised by our PRC legal counsel, none of us, the VIEs or its subsidiaries is required to obtain permissions or approvals from the CSRC, CAC or any other governmental agency to offer securities to investors. However, given the uncertainties of
interpretation and implementation of relevant laws and regulations and the enforcement practice by government authorities, in the future we may be required to obtain certain permissions licences, permits, filings
or and approvals for the functions and services that we provide to offer securities to investors.”

Transfers of Cash within the Group, page 11

5.
 We note your proposed amended disclosure in response to comment 9. Please expand the heading of your risk
factor to also include the risk that, to the extent cash in the business is in Hong Kong or a Hong Kong entity, the funds may not be available to fund operations or for other use outside of Hong Kong due to interventions in or the imposition of
restrictions and limitations on the ability of you, your subsidiaries, or the consolidated VIEs by the PRC government to transfer cash. Please also revise any cross-references to this risk factor.

Response: The Company would like to clarify that there are currently no restrictions and limitations imposed by the Hong Kong government
which impact the ability to transfer cash from Hong Kong to outside of Hong Kong. In this regard, the Company will further revise the risk factor “We may rely on dividends paid by our PRC subsidiaries to fund cash and financing
requirements. Any limitation on the ability of our PRC subsidiaries to pay dividends to us could have a material adverse effect on our ability to conduct our business and to pay dividends to holders of the ADSs and our ordinary shares.”
of Item 3