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LIZHI Inc.

No. 309 Middle Huangpu Avenue

Tianhe District, Guangzhou 510655

The People’s Republic of China

July 7, 2023

VIA EDGAR

Mr. Jimmy McNamara

Ms. Jennifer Thompson

Division of Corporation Finance

Office of Technology

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

USA

RE: LIZHI Inc. (the “Company”)

Form 20-F for the Fiscal Year Ended December 31, 2022

Filed April 28, 2023

File No. 001-39177

Dear Mr. McNamara and Ms. Thompson:

This
letter sets forth the Company’s responses to the comments contained in the letter dated June 7, 2023 from the staff (the “Staff”)
of the Securities and Exchange Commission (the “SEC”) regarding the Company’s Annual Report on Form 20-F
for the fiscal year ended December 31, 2022 (the “2022 Annual Report”). The comments are repeated below in bold
and followed by the responses thereto. All capitalized terms used but not defined in this letter shall have the meaning ascribed to such
terms in the 2022 Annual Report.

Response dated July 7, 2023

Item 16.I. Disclosure Regarding Foreign Jurisdictions that Prevent
Inspections, page 152

 1. We note your statement that you reviewed your register of members and public filings made by your shareholders, including the Schedule
13G/A filed by Jinnan (Marco) Lai on February 14, 2023, in connection with your required submission under paragraph (a). Please supplementally
describe any additional materials that were reviewed and tell us whether you relied upon any legal opinions or third party certifications
such as affidavits as the basis for your submission. In your response, please provide a similarly detailed discussion of the materials
reviewed and legal opinions or third party certifications relied upon in connection with the required disclosures under paragraphs (b)(2) and
(3).

(A)  Submission under paragraph (a) of
Item 16I

In response to the Staff’s comment, the Company respectfully
advises the Staff that the Company did not rely on any legal opinions or third-party certifications such as affidavits as the basis for
its submission under paragraph (a) of Item 16I on Exhibit 15.4 to the 2022 Annual Report (“Exhibit 15.4”)
as it has relied on appropriate documentation based on registrant-specific factors.

As described in more detail in Holding Foreign Companies Accountable
Act Disclosure, Release No. 34-93701 (the “SEC HFCAA Final Rule”), the SEC acknowledges that “[although]
the interim final amendments prescribed the timing and means by which such submissions were made, neither they nor the HFCA Act specified
the particular types of documentation that could or should be submitted for this purpose”, which provides flexibility to Commission-Identified
Issuers (as defined in the Holding Foreign Companies Accountable Act (“HFCA Act”)) to “determine the appropriate
documentation to submit in response to the requirement, based on their organizational structure and other registrant-specific factors”
as mentioned in the SEC HFCAA Final Rule. The Company has specified in its submission under paragraph (a) of Item 16I in Exhibit 15.4
to the 2022 Annual Report that the Company has identified the appropriate documents in response to the requirement under paragraph (a) of
Item 16I based on its organizational structure and other registrant-specific factors, namely, its register of members and public filings
made by its shareholders (i.e. Schedule 13G).

As the Company has disclosed in its submission under paragraph (a) of
Item 16I in Exhibit 15.4, based on an examination of the Company’s register of members and public filings made by the Company’s
shareholders on Schedule 13G, the Company believes it has a reasonable basis to conclude that it is not controlled by a foreign government
entity. Specifically, the Company conducted inquiries with its principal shareholders as of February 28, 2023 as disclosed in the
2022 Annual Report (i.e. Voice Future Ltd, Matrix Partners China I Hong Kong Limited and Morningside China TMT Fund II, L.P.). Voice Future
Ltd is beneficially owned by Mr. Jinnan (Marco) Lai, Founder, Chief Executive Officer and Chairman of the Company, who confirmed
in writing via email that he is not an official of the Chinese Communist Party. Matrix Partners China I Hong Kong Limited and Morningside
China TMT Fund II, L.P. have confirmed respectively in writing via email that they are not owned or controlled by a PRC governmental entity.
In addition, the Company conducted written inquiries via email to Mr. Ning Ding, the Company’s co-founder and Chief Technology
Officer, who confirmed that he is not an official of the Chinese Communist Party.

The Company has adopted a dual-class share structure such that its
ordinary shares consist of Class A ordinary shares and Class B ordinary shares. In respect of matters requiring the votes of
shareholders, each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to 10 votes.
Please refer to the 2022 Annual Report for more detailed discussions on the Company’s dual-class share structure. As of February 28,
2023, Mr. Jinnan (Marco) Lai and Mr. Ning Ding beneficially own all of our issued Class B ordinary shares. As of February 28,
2023, the principal shareholders of the Company and Mr. Ning Ding collectively beneficially owned and controlled 81.1% of the Company’s
total voting power. As specified by applicable requirements of the SEC, any other person who beneficially owns, individually or collectively,
more than 5% of a covered class of equity securities will need to make public filings for its beneficial ownership. Absent any evidence
to the contrary, the Company believes it is reasonable to rely on as-filed Schedule 13G and conclude there is no other shareholders, either
individually or collectively, beneficially owning more than 5% of the Company's outstanding share interests. Given the Company has confirmed
that the 81.1% of its total voting power is not owned or controlled by a governmental entity, and there is no other person owning more
than 5% of its remaining shares, the Company believes it is reasonable to conclude that it is not owned or controlled by any governmental
entity without resorting to third party affidavit.

With respect to legal opinions, the Company believes whether a particular
entity is owned or controlled by a governmental entity in the foreign jurisdiction is a question of fact rather than a legal issue that
counsel can opine on. The Company therefore believes that legal opinions may not be necessary in response to the requirement under paragraph
(a) of Item 16I.

Based on the above, the Company respectfully submits that it believes
it is reasonable to rely on register of members and the public filings and inquiries with certain shareholders as to their government
ownership or support to form the basis for the Company to draw the conclusion as disclosed in its submission under paragraph (a) of
Item 16I in Exhibit 15.4.

(B)  Submission under paragraph (b) of
Item 16I

The Company respectfully submits that its submission under paragraphs
(b)(2) and (3) of Item 16I in Exhibit 15.4 was based on an examination of the Company’s register of members, public
filings made by the Company’s shareholders on Schedule 13G, and written inquiries via email with the Company's principal shareholders
and the nominee shareholders of its VIEs. All such principal shareholders either confirmed they are not owned or controlled by a PRC governmental
entity, or confirmed he or she is not an official of the Chinese Communist Party; and all such nominee shareholders confirmed that he
or she is not an official of the Chinese Communist Party. For more detailed discussions on the basis of the Company’s submission
under paragraphs (b)(2) and (3) of Item 16I in Exhibit 15.4, please see response to Question 1(A) of the Staff’s
comment above and Question 3 of the Staff’s comment below.

 2. In order to clarify the scope of your review, please supplementally describe the steps you have taken to confirm that none of the
members of your board or the boards of your consolidated foreign operating entities are officials of the Chinese Communist Party. For
instance, please tell us how the board members’ current or prior memberships on, or affiliations with, committees of the Chinese
Communist Party factored into your determination. In addition, please tell us whether you have relied upon third party certifications
such as affidavits as the basis for your disclosure.

The Company respectfully advises the Staff that in preparation of its
required disclosure under paragraph (b)(4) of Item 16I of Form 20-F, the Company conducted written inquiries via email to each
member of the board of directors of (a) LIZHI Inc. and (b) each of its consolidated foreign operating entities as disclosed
in Exhibit 8.1 to the 2022 Annual Report (each a “Director”, collectively “Directors”) to determine
whether a Director is an official of the Chinese Communist Party. The Company has factored the Directors’ current or prior memberships
on, or affiliations with, committees of the Chinese Communist Party into its determination in connection with its disclosures under paragraph
(b)(4) of Item 16(I).

Each of the Directors confirmed that he or she is not an official
of the Chinese Communist Party. Accordingly, the Company re-confirms that to the best of its knowledge, as of April 28, 2023, the
issue date of 2022 Annual Report, none of the members of board of directors of LIZHI Inc. or each of the Company’s
consolidated foreign operating entities is an official of the Chinese Communist Party.

 3. We note that your disclosures pursuant to Item 16I(b) use terms such as “our” or “us.” It is unclear
from the context of these disclosures whether these terms are meant to encompass you and all of your consolidated foreign operating entities
or whether in some instances these terms refer solely to LIZHI Inc. Please note that Item 16I(b) requires that you provide each disclosure
for yourself and your consolidated foreign operating entities, including variable interest entities or similar structures. To clarify
this matter, please provide the information required by each subsection of Item 16I(b) for you and all of your consolidated foreign
operating entities in your supplemental response.

The Company respectfully advises the Staff that the original disclosures
under Item 16I of 2022 Annual Report have already covered both LIZHI Inc. and all of the Company’s consolidated foreign operating
entities. In response to the Staff’s comment, the  Company respectfully supplements the following:

With respect to Item 16I(b)(2), the Company respectfully advises
the Staff that, the original disclosures under Item 16I of 2022 Annual Report have already covered both LIZHI Inc. and all of the
Company’s consolidated foreign operating entities. In particular, each of the Company’s consolidated foreign operating
entities as disclosed in Exhibit 8.1 to the 2022 Annual Report is either (A) a directly or indirectly wholly-owned
subsidiary of LIZHI Inc., or (B) a VIE (i.e. Guangzhou Lizhi Network Technology Co., Ltd. (“Guangzhou
Lizhi”) and Guangzhou Huanliao Network Technology Co., Ltd. (“Guangzhou Huanliao”)) owned by
certain nominee shareholders. For detailed equity ownership structure and economic interest in the VIEs via contractual arrangements
and respective jurisdiction in which the Company’s consolidated foreign operating entities are organized or incorporated,
please refer to the corporate structure chart as disclosed under Item 4.C. on page 99 of 2022 Annual Report.

 • For (A), as each of the Company’s consolidated foreign subsidiaries as disclosed in Exhibit 8.1 is directly wholly-owned
by its respective shareholder, which is also a consolidated foreign operating entity of the Company, none of the shares of the Company’s
consolidated operating entities is owned by governmental entities in each foreign jurisdiction in which it has consolidated operating
entities.

 • For
                                            (B), the nominee shareholders of Guangzhou Lizhi are (i) Guangzhou Shengchuang Network
                                            Technology Co., Ltd (广州声创网络技术有限公司)
                                            (84.81%), 50% of whose interest is owned by Ms. Juan Ren, the Company’s Vice President
                                            and director, and the other 50% of whose interest is owned by Mr. Zelong Li, the Company’s
                                            Chief Operating Officer; (ii) Mr. Ning Ding (7.50%), the Company’s co-founder
                                            and Chief Technology Officer; and (iii) Zhuhai Dayin Ruoxi Enterprise Management Center
                                            (Limited Partnership) (formerly known as Zhuhai Dayin Ruoxi Investment Development Center
                                            (Limited Partnership) (珠海市⼤⾳若希企业管理中⼼(有限合伙))
                                            (7.69%), 99.99% of whose interest is owned by Mr. Ning
                                            Ding. The nominee shareholders of Guangzhou Huanliao are (i) Mr. Ning Ding (99.99%),
                                            the Company’s co-founder and Chief Technology Officer; and (ii) Ms. Juan
                                            Ren (0.01%), the Company’s Vice President and director. Each of Ms. Juan Ren,
                                            Mr. Zelong Li and Mr. Ning Ding confirmed in writing via email that he or she is
                                            not an official of the Chinese Communist Party.

Based on the above, the Company respectfully re-confirms that to
the best of its knowledge, as of April 28, 2023, the issue date of 2022 Annual Report, none of LIZHI Inc.’s or each of the
Company’s consolidated foreign operating entities’ shares are owned by governmental entities in the jurisdiction in
which LIZHI Inc. or each of the Company’s consolidated foreign operating entities is incorporated or otherwise organized.

With respect to Item 16I(b)(3), based on the discussion under Item
16I(b)(2) above, the Company respectfully re-confirms that to the best of its knowledge, as of the date of 2022 Annual Report, governmental
entities in the applicable foreign jurisdiction with respect to the Company’s registered public accounting firm do not have a controlling
financial interest in LIZHI Inc. or any of the Company’s consolidated foreign operating entities.

With respect to Item 16I(b)(4), as discussed in the response to Question
2 of the Staff’s comment above, the Company re-confirms that to the best of its knowledge, as of the date of 2022 Annual Report,
none of the members of board of directors of LIZHI Inc. or each of the Company’s consolidated foreign operating entities is an official
of the Chinese Communist Party.

With respect to Item 16I(b)(5), the Company respectfully submits
that as of April 28, 2023, the issue date of 2022 Annual Report, the effective memorandum and articles of association of LIZHI Inc.
and the articles of incorporation (or equivalent organizing document) of each of the Company’s consolidated foreign operating
entities do not contain any charter of the Chinese Communist Party, including the text of any such charter.

 4. With respect to your disclosure pursuant to Item 16I(b)(5), we note that you have included language that such disclosure is “to
our best knowledge.” Please supplementally confirm without qualification, if true, that your articles and the articles of your consolidated
foreign operating entities do not contain wording from any charter of the Chinese Communist Party.

The Company respectfully submits that as of April 28, 2023, the
issue date of 2022 Annual Report, the effective memorandum and articles of association of LIZHI Inc. and the articles of
incorporation (or equivalent organizing document) of each of the C