SecProbe.io

October 1, 2019
Guangjie Jin
Chief Executive Officer
Q&K International Group Limited
Suite 1607, Building A
No.596 Middle Longhua Road
Xuhui District, Shanghai, 200032
People's Republic of China
Re:Q&K International Group Limited
Amendment No. 2 to Draft Registration Statement on Form F-1
Submitted September 17, 2019
CIK No. 0001769256
Dear Mr. Jin:
            We have reviewed your amended draft registration statement 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 this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 2 to Draft Registration Statement on Form F-1
Prospectus Summary, page 1
1.We note your response to prior comment 2.  Please revise to disclose the information from
your response that tenants of 5.1% of your leases remained in their rental units through the
end of the contracted lease term.  Although we note your disclosure on page 19, please
also add risk factor disclosure describing risks associated with the incentives that tenants
may have to terminate leases at, or near, the end of the lock-in period.

 FirstName LastNameGuangjie Jin
 Comapany NameQ&K International Group Limited
 October 1, 2019 Page 2
 FirstName LastNameGuangjie Jin
Q&K International Group Limited
October 1, 2019
Page 2
Non-GAAP Financial Measures, page 14
2.We note your response to comment 4 and that you have revised your non-GAAP financial
measure adjusted EBITDA to exclude the impact of the non-cash portion of your lease
expense, attributable to recognizing the impact of rent-free periods and lease cost
escalation clauses on a straight-line basis over your lease term.  Please revise future filings
to remove this adjustment from your reconciliation, as this adjustment appears to represent
a tailored accounting principle.  Refer to Question 100.04 of our Compliance
& Disclosure Interpretations for Non-GAAP Financial Measures.
Dilution, page 75
3.You disclosed that your net tangible book value as of June 30, 2019 was approximately
negative US$668.9 million.  Please tell us how you derived that amount.
4.Revise your disclosure to state that the dilution table does not reflect the impact from
additional Series C-2 convertible redeemable preferred shares that will be issued in the
event that the actual pre-offering market capitalization of the Group is less than
US$800,000.  In addition, please revise to describe the dilutive impact if you have to issue
these preferred shares.
Business, page 131
5.We note your response to prior comment 7 and the revised tabular disclosure on page 144
that assumes all landlords terminate the lease upon expiry of the landlord lock-in period.
We also continue to note that the leases can be extended for up to three years at the
landlord's discretion.  Please revise to provide tabular disclosure that assumes that the
landlords do not terminate the lease upon expiry of the landlord lock-in period and
continue to balance such disclosure with the percentage of your leases with landlords that
were terminated upon the expiry of the landlord lock-in period.
Notes to the Unaudited Condensed Consolidated Financial Statements
7. Preferred Shares
EBITDA performance targets for Series C-2 convertible redeemable preferred shares (the Series
C-2 EBITDA feature), page F-57
6.You disclose that in the event that the actual pre-offering market capitalization of the
Group was less than US$800,000, the Group shall additionally issue such number of
Series C-2 convertible redeemable preferred shares to the holders at par value as
compensation based on a pre-determined formula in the contract.  Please revise your filing
to describe the pre-determined formula.

 FirstName LastNameGuangjie Jin
 Comapany NameQ&K International Group Limited
 October 1, 2019 Page 3
 FirstName LastName
Guangjie Jin
Q&K International Group Limited
October 1, 2019
Page 3
            You may contact Eric McPhee at 202-551-3693 or Jennifer Monick at 202-551-3295 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Stacie Gorman at 202-551-3585 or Jennifer Gowetski at 202-551-3401 with any other
questions.
Sincerely,
Division of Corporation Finance
CF Office of Real Estate &
Construction
cc:       Shuang Zhao, Esq.