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September 22, 2022
Panyan Yu
Chief Financial Officer
Greencity Acquisition Corporation
505 Eshan Road, Floor 6
Pudong New District
Shanghai, China 200120
Re:Greencity Acquisition Corporation
Form 10-K for the Fiscal Year Ended December 31, 2021
Filed March 31, 2022
Form 10-Q for the Quarterly Period Ended June 30, 2022
Filed August 15, 2022
File No. 001-39404
Dear Ms. Yu:
            We have reviewed your filings 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 December 31, 2021
Business
1.We note that your principal executive offices are located in Shanghai, China, the SPAC
Sponsor appears to be based in China, a majority of your executive officers and/or
directors are located in or have significant ties to China, and that you may be
contemplating merging with a company incorporated in China.  Please disclose this
prominently in the introduction to the business section.  Your disclosure also should
describe the legal and operational risks associated with being based in China.  Your
disclosure should address how recent statements and regulatory actions by China’s
government, such as those related to data security or anti-monopoly concerns, has or may
impact the company’s ability to conduct its business, accept foreign investments, or list on

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an 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.  Provide a cross-reference to your detailed discussion of risks facing the
company and the offering.
2.Please disclose the risks that being based 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.  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 your common stock.  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.
3.Please revise to disclose in the introduction to your Business section that the location of
the company, sponsor and executives may make you a less attractive partner to a non-
China-based target company, which may therefore limit the pool of acquisition
candidates.
4.Disclose each permission that you are required to obtain from Chinese authorities to
operate and issue securities to foreign investors. State affirmatively whether you have
received all requisite permissions and whether any permissions have been denied. State
whether you may be covered by permissions requirements from the China Securities
Regulatory Commission (CSRC), Cyberspace Administration of China (CAC) or any
other governmental agency that is required to approve your operations. Also describe the
consequences to you and your investors if you: (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. State
whether any transfers, dividends, or distributions have been made to date and quantify the
amounts where applicable.
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 fully
investigate your auditor, and that as a result an exchange may determine to delist your
securities.

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Controls and Procedures
Management's Report on Internal Control Over Financial Reporting
7.We note that the 10-K for the year ended December 31, 2021 represents the second annual
report filed after IPO effectiveness.  In addition within risk factor disclosures on page 34,
you acknowledge the requirement to evaluate and report on your system of internal
controls beginning with your annual report for the year ending December 31, 2021.
However, we could not locate management's report on internal controls over financial
reporting within Item 9A of your annual report.  Please amend your annual report to
include management's report on internal controls over financial reporting pursuant to Item
308(a) of Regulation S-K.
Report of Independent Registered Public Accounting Firm
8.We note your audit opinion does not reference the balance sheet as of December 31,
2020.  Please have your auditor revise its opinion to include the balance sheet as of
December 31, 2020 which is required pursuant to Rule 8-02 of Regulation S-X.  Please
amend your filing to include such revised audit opinion.  Please note that when you file
your amendment, new certifications should be filed and all amended Items should be filed
in their entirety.
Risk Factors
9.Please add Risk Factor disclosure regarding the Holding Foreign Companies Accountable
Act. In addition, please 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.
10.Given the Chinese government’s significant oversight and discretion over the conduct of
your business, please revise to separately highlight 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 your common stock.  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[1]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.
11.In light of recent events indicating greater oversight by the Cyberspace Administration of
China over data security, particularly for companies seeking to list on a foreign exchange,

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please revise your disclosure to explain how this oversight could impact the process of
searching for a target and completing an initial business combination, and to what extent
you believe that you are compliant with the regulations or policies that have been issued
by the CAC to date.
12.Please revise to include disclosure addressing any PRC regulations concerning mergers
and acquisitions by foreign investors that your initial business combination transaction
may be subject to, including PRC regulatory reviews, which may impact your ability to
complete a business combination in the prescribed time period. Also address any impact
PRC law or regulation may have on the cash flows associated with the business
combination, including shareholder redemption rights.
General
13.Please include a separate section on enforcement of liabilities addressing the enforcement
risks related to civil liabilities due to you, your sponsor and your officers and directors
being located in China or Hong Kong. For example, revise to discuss more specifically the
limitations on investors being able to effect service of process and enforce civil liabilities
in China, lack of reciprocity and treaties, and cost and time constraints.  Also, please
disclose these risks in the business section, which should contain disclosures
consistent with the separate section.  Additionally, please identify each officer and
director located in China or Hong Kong and disclose that it will be more difficult to
enforce liabilities and enforce judgments on those individuals.

Form 10-Q for the Quarterly Period Ended June 30, 2022
Exhibits 31.1 and 32.2
14.We note that your certifications do not include paragraph 4(b) language referring to
internal control over financial reporting.  Please file an amendment to your quarterly
report that includes certifications that conform exactly to the language set forth within the
Exchange Act Rule 13a-14(a).  Please note that you may file an abbreviated amendment
that consists of a cover page, explanatory note, signature page, and paragraphs 1, 2, 4, and
5 of the certification.
            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 Frank Knapp, Staff Accountant at (202) 551-3805 or Wilson Lee, Staff

 FirstName LastNamePanyan Yu
 Comapany NameGreencity Acquisition Corporation
 September 22, 2022 Page 5
 FirstName LastName
Panyan Yu
Greencity Acquisition Corporation
September 22, 2022
Page 5
Accountant at (202) 551-3468 if you have questions regarding comments on the financial
statements and related matters.  Please contact Ruairi Regan, Staff Attorney at (202) 551-3269 or
Mary Beth Breslin, Office Chief at (202) 551-3625 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction