SecProbe.io

CORRESP
1
filename1.htm

    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

    April 10, 2023
    VIA EDGAR

United States Securities & Exchange Commission

Division of Corporation Finance

Office of Energy & Transportation

100 F Street, NE

Washington, DC 20549

    Attention:
    Ms. Karina Dorin,

Ms. Laura Nicholson

    Re:
    MingZhu Logistics Holdings Limited

Amendment No. 2 to Registration Statement on Form F-3

Filed January 30, 2023

File No. 333-267839

To the Reviewing Staff Members of the Commission:

On behalf of our client, MingZhu Logistics Holdings
Limited, a Cayman Islands company (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 February 17, 2023 on the Company’s Registration Statement on Form F-3 Amendment No.
2 previously submitted on January 30, 2023 (the “Registration Statement”).

Concurrently with the submission of this letter, the
Company is submitting Amendment No. 3 to its registration statement on Form F-3 (the “Revised Registration Statement”)
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 Registration Statement where the language
addressing a particular comment appears. Capitalized terms used but not otherwise defined herein have the meanings set forth in the Revised
Registration Statement.

Amendment No. 2 to Registration Statement on Form F-3

About MingZhu Logistics Holdings Limited, Page 1

    1.
    We note your revised disclosure in response to prior comment 1 states that “unless the context otherwise requires,” references to the “Company” “we,” “our” or “us” refer to Mingzhu Logistics Holdings Limited and its subsidiaries, excluding the VIEs and the VIEs’ subsidiaries. Please make corresponding revisions on page 18. Please remove references to “unless the context otherwise indicates” and revise your disclosure, as necessary, to clarify to investors which entities disclosure is referencing. In addition, please make corresponding revisions to your disclosure on page 18.

Response: In response to the Staff’s comments, the Company
has revised the disclosure in the Revised Registration Statement on pages ii, 1 and 18 in accordance with the Staff’s instructions.

    2.
    We
    note you have revised your disclosure in response to prior comment 2 to state that your PRC subsidiaries and VIEs have obtained the
    requisite licenses and permits from the PRC government authorities that are “material” for the business operations of your
    subsidiaries and VIEs in China. Please revise to disclose each permission or approval that you, your subsidiaries, or the VIEs
    are required to obtain from Chinese authorities to operate your business. In addition, we note you disclose that “aside from
    the necessary documentation, approvals and filings required for the ordinary course of business,” neither you, your
    subsidiaries or VIEs is required to obtain regulatory approval from Chinese authorities before listing or subsequent offering in the
    U.S. under any existing PRC law, regulations or rules, including the CSRC, the CAC or any other relevant Chinese regulatory agencies
    that is required to approve your subsidiaries or VIEs operations. Please state whether you, your subsidiaries, or VIEs are covered
    by permissions requirements from the China Securities Regulatory Commission (CSRC) or any other governmental agency that is required
    to approve the VIE’s operations, and state affirmatively whether you have received all requisite permissions or approvals and
    whether any permissions or approvals have been denied.

Response: In response to the Staff’s comments, the
Company has revised the disclosure in the Revised Registration Statement on the cover page and pages 3, 4, 5, 11, 20, 21, 35, 36,
37, 48 and 49 in accordance with the Staff’s instructions.

General

    3.
    We
    remind you that, as indicated in comment 8 to our letter dated November 2, 2022, we will not be in a position to accelerate the
    effectiveness of your registration statement until our comments relating to your Form 20-F for the fiscal year ended December 31,
    2021 have been resolved. To the extent the comments contained in our letters regarding such 20-F apply to the disclosure contained
    in the Form F-3, please make appropriate and corresponding revisions.

Response: In response to the Staff’s comments, the Company
respectfully advises the Staff that the Commission has finished the review of the Company’s annual report on Form 20-F for the fiscal
year ended December 31, 2021 on March 30, 2023.

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