SecProbe.io

CORRESP
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    Bill
    Huo

    Becker
    & Poliakoff, LLP

    45
    Broadway, 17th Floor

    New
    York, New York 10006

    Email:
    bhuo@beckerlawyers.com

    Phone:
    (212) 599-3322 Fax: (212) 557-0295

    February 8, 2023
    VIA
    EDGAR

Division
of Corporation Finance

Office
of Energy & Transportation

450
Fifth Street N.W.

Washington,
DC 20549

    Attention:
    Mr. Brian
    McAllister,

Mr.
Raj Rajan

    Re:
    MingZhu
    Logistics Holdings Limited

Amendment
No. 2 to Form 20-F for the fiscal year ended

December
31, 2021 filed November 18, 2022

Response
dated November 18, 2022

File
No. 001-39564

Dear
Mr. McAllister and Mr. Rajan:

On
behalf of our client, MingZhu Logistics Holdings Limited (the “Company”), we submit to the staff (the “Staff”)
of the Securities and Exchanges Commission (the “Commission”) this letter setting forth the Company’s responses to
the comments contained in the Staff’s letter dated January 5, 2023 on the Company’s Amendment No. 2 to Form 20-F for the
fiscal year ended December 31, 2021 submitted on November 18, 2022.

Concurrently
with the submission of this letter, the Company is submitting its Amendment No. 3 to Form 20-F (the “Revised Form 20-F”)
with exhibits via EDGAR to the Commission.

The
Staff’s comments are repeated below in bold and are followed by the Company’s responses. We have included page references
in the Revised Form 20-F where the language addressing a particular comment appears. Capitalized terms used but not otherwise defined
herein have the meanings set forth in the Revised Form 20-F.

Amendment
No. 2 to Form 20-F for the year ended December 31, 2021

Item
4. Information on the Company

4A.
History and Development of the Company, page 45

    1.
    We note your response to
    prior comment one, affirming that Da Hua CPA’s participated in the audit of the Company. Accordingly, disclose whether the
    firm Da Hua CPAs is subject to determinations announced by the PCAOB on December 16, 2021 and whether and how the Holding Foreign
    Companies Accountable Act and related regulations will affect the Company.

Response: In response to the Staff’s comments, the Company confirms that Da Hua CPAs is subject to the determinations announced
by the PCAOB on December 16, 2021. However, Company believes that the Holding Foreign Companies Accountable Act and related regulations
will not affect the Company for the following reasons: (1) as advised by Audit Alliance, auditor of the Company, the audit work conducted
by Dahua staffs was under the supervision of and control by Audit Alliance; (2) all the audit working papers and supporting documents
are kept by Audit Alliance in Singapore and are ready for any inspection by PCAOB; (3) on December 15, 2022, the PCAOB secured complete
access to inspect, investigate Chinese firms and the Board of the PCAOB vacated the Board’s December 16, 2021 determination that
the Board was unable to inspect or investigate completely registered public accounting firms headquartered in mainland China and Hong
Kong.

4.C.
Organizational Structure

Our
Subsidiaries and VIEs, page 83

    2.
    We note your response to
    prior comment ten and we reissue our comment. Please revise to provide a robust analysis of how the contractual VIE agreements included
    in pages 86- 87 provide you with controlling financial interests in Zhisheng. Explain how you concluded that you are the primary
    beneficiary.

Response: In response to the Staff’s
comments, the Company has revised the disclosure in the Revised Form 20-F on page 86 in accordance with the Staff’s instructions.

5.B.
Liquidity and Capital Resources

Dividends
and Distributions, page 110

    3.
    We note your response to
    prior comment five and we reissue our comment. It is still not clear how cash is transferred between the entities in your organization.
    For example, considering the cash balance of the Company and cash flows presented on page 92, it is not clear how your disclosure
    of cash flows from the Company to the Company’s subsidiaries of $9,500,000 in 2021 is appropriate. Please revise to provide
    a detailed listing of each cash transferred and received for each entity during the periods presented and reconcile to cash flow
    disclosures on page 92.

Response:
In response to the Staff’s comments, the Company has revised the disclosure in the Revised Form 20-F on pages 92-94 and 113 in
accordance with the Staff’s instructions.

Capital
Expenditures, page 111

    4.
    We note your response to
    prior comment six and we reissue our comment. Please revise to disclose that the measure “Adjusted capital expenditures”
    is a non-GAAP measure and provide the disclosures required by Item 10(e) of Regulation S-K.

Response:
In response to the Staff’s comments, the Company has revised the disclosure in the Revised Form 20-F on page 114 in accordance
with the Staff’s instructions.

Note
11- Acquisition, page F-20

    5.
    We
                                                         note your responses to prior comments eight and 12 and we reissue our comments. Your response states that a $4.00 per share value
                                                         was determined through such negotiations between the participants in both transactions and also reflects a premium over the trading
                                                         value of the ordinary shares. The quoted closing prices for your ordinary shares on NASDAQ on the dates of the acquisitions of Cheyi
                                                         BVI and Yinhua were $2.12 and $1.85 per share, respectively. The fair value hierarchy gives the highest priority to unadjusted
                                                         quoted prices in active markets as the most reliable fair value measurement, and the lowest priority to unobservable inputs. Refer
                                                         to ASC 820-10-35-41. Accordingly, please revise your valuation of shares issued in the acquisitions and purchase consideration based
                                                         on the quoted trading price of your ordinary shares on the date of acquisitions or demonstrate to us how your valuation methodology
                                                         is more reliable and preferable. Please tell us the exceptions in ASC 820 you relied upon to make adjustments to an observable input
                                                         used to value your ordinary share issued in these acquisitions and how your prioritization to use unobservable inputs as an
                                                         adjustment is consistent with the general principles of the fair value hierarchy. Please include the applicable citations in GAAP to
                                                         support your valuation of shares and accounting conclusion.

Response:
In response to the Staff’s comments, the Company has carefully assessed the valuation of shares issued in the acquisition of Cheyi
BVI and Yinhua. According to ASC 820-10-35-54C through ASC 820-10-35-54H, which addresses valuations in markets that were previously
active, but are inactive in the current period.

    2

ASC
820-10-35-54C provides a list of factors to consider in determining whether there has been a significant decrease in the volume
or level of activity in relation to normal market activity. The factors that an entity should evaluate include (but are not limited to):

 ● There
                                            is a significant decline in the activity of, or there is an absence of a market for new issues
                                            (that is, a primary market) for that asset or liability or similar assets or liabilities;

 ● There
                                            are few recent transactions;

 ● Price
                                            quotations are not developed using current information;

 ● Price
                                            quotations vary substantially either over time or among market makers (for example, some
                                            brokered markets).

Regarding
the acquisition of Cheyi BVI, the Company had evaluated the average daily trading volume of the Company’s ordinary shares and other
factors for determining whether there has been a significant decrease in the market trading volume:

 ● The
                                            average daily trading volume (“ADTV”) of the Company’s ordinary shares
                                            over 45 days prior to the acquisition date of December 29, 2021 is 183,896. In comparison
                                            to the ADTV of 552,577 from the date of listing to the December 28, 2021, the ADTV is decreased
                                            by 67%.

 ● The
                                            volume-weighted average price (“VWAP”) of the Company’s ordinary shares
                                            over 45 days prior to December 29, 2021 is $9.18. In comparison to the VWAP of $2.24 from
                                            date of listing to the December 28, 2021, the VWAP is decreased by 76%.

The
Company concludes that there has been a significant decrease in the volume and hence the trading price is less relevant in valuation
of shares issued in the acquisition of Cheyi BVI.

Regarding
the acquisition of Yinhua, the Company had evaluated the average daily trading volume of the Company’s ordinary shares and other
factors for determining whether there has been a significant decrease in the market trading volume:

 ● The
                                            average daily trading volume (“ADTV”) of the Company’s ordinary shares
                                            over 45 days prior to the acquisition date of March 14, 2022 is 72,120. In comparison to
                                            the ADTV of 548,121 from the date of listing to March 14, 2022, the ADTV is decreased by
                                            87%.

 ● The
                                            volume-weighted average price (“VWAP”) of the Company’s ordinary shares
                                            over 45 days prior to March 14, 2022 is $1.64. In comparison to the VWAP of $8.17 from the
                                            date of listing to March 14, 2022, the VWAP is decreased by 80%.

The
Company concludes that there has been a significant decrease in the volume and hence the trading price is less relevant in valuation
of shares issued in the acquisition of Yinhua.

ASC
820-10-35-54F states if there has been a significant decrease in the volume or level of activity for the asset or liability, a change
in valuation technique or the use of multiple valuation techniques may be appropriate. Accordingly, the Company employed a certified
asset valuation firm to further determine the fair value of shares issued for the acquisition of Cheyi BVI and Yinhua. With the results
of valuation made by the certified asset valuation firm, the Company believes that the fair value of shares issued for the acquisition
of Cheyi BVI and Yinhua is $4.00.

    3

We
hope this response has addressed all of the Staff’s concerns relating to the comment letter. Should you have additional questions
regarding the information contained herein, please contact our outside securities counsel Bill Huo, Esq. or Michael Goldstein, Esq. of
Becker & Poliakoff LLP at bhuo@beckerlawyers.com or mgoldstein@beckerlawyers.com.

Very
truly yours,

    By:
    /s/
    Bill Huo

    Name:
    Bill Huo

    cc: Michael Goldstein

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