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LIZHI Inc.

No. 309 Middle Huangpu Avenue

Tianhe District, Guangzhou 510655

The People’s Republic of China

October 6, 2023

VIA EDGAR

Ms. Chen Chen

Ms. Christine Dietz

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 Ms. Chen and Ms. Dietz:

This letter sets forth the Company’s responses
to the comments contained in the letter dated August 23, 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 October 6, 2023

General

 1. Please update your analysis of the company’s status
under the Investment Company Act of 1940 (the “Investment Company Act”), including all figures and calculations, as of the
end of the company’s last preceding fiscal quarter.  In your updated analysis:

 · Specifically identify how the company invested the proceeds
of the matured Bank Structured Product and redeemed non-US money market fund.  In this regard, we note your representation that
the “company intends to deposit the cash redemption amount in a bank demand deposit account or other short-term instruments….”
Also describe whether “short-term instruments” includes “securities” as that term is defined in section 2(a)(36)
of the Investment Company Act.

 · Specifically identify the values assigned to each of the
assets analyzed under the “asset test,” including the contractual rights to receive substantially all of the economic benefits
of the VIEs.

The Company respectfully submits that it is primarily engaged in the
business of developing and operating online audio entertainment and social networking business platforms (the “Company Business”).
The discussion in our August 4, 2023 response to the Staff’s prior comment 2 with respect to the Tonopah Mining factors,
as applied to the Company, continues to be accurate as of June 30, 2023, with the updates to the assets and sources of income factors
discussed below in our analysis under Rule 3a-1. As such, the Company is primarily engaged in the Company Business, and not in the
business of investing, reinvesting or trading in securities, and therefore is not an investment company under Section 3(a)(1)(A).

Regarding Section 3(a)(1)(C), the Company satisfies the elements
of Rule 3a-1 (as discussed below) as of June 30, 2023 and therefore is deemed not to be an investment company notwithstanding
Section 3(a)(1)(C) of the Investment Company Act. Rule 3a-1 under the Investment Company Act generally provides that an
entity will be deemed not to be an investment company notwithstanding Section 3(a)(1)(C) of the Investment Company Act if: (a) consolidating
the entity’s wholly-owned subsidiaries, no more than 45% of the value of its assets (exclusive of cash items and U.S. government
securities) consists of, and no more than 45% of its net income after taxes (for the past four fiscal quarters combined) is derived from,
securities other than U.S. government securities, securities issued by employees’ securities companies, securities issued by qualifying
majority-owned subsidiaries of such entity and securities issued by qualifying companies that are controlled primarily by such entity,
(b) it is not and does not hold itself out as being engaged primarily, and does not propose to engage primarily, in the business
of investing, reinvesting or trading securities, (c) it is not engaged and does not propose to engage in the business of issuing
face-amount certificates of the installment type, and has not engaged in such business or have any such certificate outstanding;
and (d) it is not a special situation investment company.

(a)
Assets and Income Test. As of June 30, 2023, the Company’s assets (exclusive of cash items and U.S. government securities),
consolidated with its wholly-owned subsidiaries, consisted primarily of the assets listed below with the following approximate values:

    Accounts receivables from VIEs (as defined below) pursuant to contractual arrangements
      RMB
                                                                                                 24,000,000

    Accounts receivables from third parties
      RMB
                                                                                      1,116,000,

    Prepaid expenses
      RMB
                                                                                      757,000

    Other receivables not related to securities
      RMB
                                                                                      6,324,000

    Property, equipment and leasehold improvements
      RMB
                                                                                      6,368,000

    Operating lease right-of-use assets
      RMB
                                                                                      13,058,000

    Intangible assets that are not securities
      RMB
                                                                                      45,000

    Amounts due from majority-owned subsidiaries that do not own any investment securities
      RMB
                                                                                      133,934,000

    Amounts due from the VIEs
      RMB
                                                                                      31,781,000

    Total
      RMB
                                                                                      217,383,000

For purposes of the Rule 3a-1 assets and income tests, the Company
treats as cash items its “Cash and cash equivalents”, which consist entirely of cash held in bank demand deposits and online
payment platforms (e.g., WeChat, AliPay). On a consolidated basis with its wholly-owned subsidiaries, as of June 30, 2023, the Company
did not hold any investment securities. As noted in footnotes 2 and 3 of our prior response dated July 7, 2023, the Company and its
wholly-owned subsidiaries previously held: (i) a bank-issued, short-term structured deposit product (“Bank Structured Deposit”)
which matured on June 26, 2023 and (ii) shares of a non-US money market fund that invested in U.S. Treasuries (“Money
Market Fund”) which were redeemed on June 16, 2023. With respect to the Staff’s comment in the first bullet above,
the Company deposited the entire amount of proceeds from the matured Bank Structured Deposit and redeemed Money Market Fund shares in
bank demand deposit accounts, and did not invest any proceeds in short-term instruments. As of June 30, 2023, investment securities
constituted 0% of the value of the Company’s total assets (exclusive of cash items and U.S. government securities), consolidated
with its wholly-owned subsidiaries, which amounted to approximately RMB217,383,000.

In
terms of net income, as of June 30, 2023, the Company’s total net income after taxes, consolidated with its wholly-owned subsidiaries,
amounted to approximately RMB23,497,000 for the past four fiscal quarters combined.  Contributing to that amount was: (i) net
operating income of approximately RMB12,689,000 derived from operating the Company Business, including income that the Company elected
to receive from Guangzhou Lizhi Network Technology Co., Ltd.  (“Guangzhou Lizhi”) and Guangzhou Huanliao
Network Technology Co., Ltd. (“Guangzhou Huanliao” and, together with Guangzhou Lizhi, the “VIEs”)
during that period, (ii) approximately RMB5,466,000 of interest income from the Company’s cash items (e.g., bank demand deposit),
(iii) approximately RMB607,000 of income from government grants in connection with the Company’s subsidiaries' contributions
to research and development of the Company’s online audio entertainment and social networking business, (iv) approximately
RMB4,963,000 of income from potential investment securities which consisted of a Bank Structured Deposit and shares of the Money Market
Fund1 and (v) total income tax expenses
of approximately RMB228,000. Therefore, for the past four fiscal quarters combined, approximately 21% of the Company’s total net
income after taxes, consolidated with its wholly-owned subsidiaries, was attributable to potential investment securities. As such, less
than 45% of the Company’s total assets (exclusive of cash items and U.S. government securities), and less than 45% of the Company’s
net income after taxes for the past four fiscal quarters combined, was attributable to investment securities.

1 Although the Company has treated them as potential investment securities for purposes of this analysis, as noted below, the Company believes
that the Bank Structured Deposit and shares of the Money Market Fund could qualify as cash items for purposes of Rule 3a-1. Nonetheless,
as noted in our response to comment 3 below, the Company will not treat them as cash items going forward.

As discussed in our prior response dated July 7, 2023, for purposes
of the Rule 3a-1 assets and income tests, the Company does not treat its contractual arrangements with respect to the VIEs as investment
securities because they are not securities under the Howey test or, alternatively, even if such arrangements were considered securities
under the Howey test, such arrangements would be excluded from the assets and income test under Rule 3a-1(a)(4) because
each VIE is: (i) primarily controlled by the Company and (ii) not an investment company. The discussion in our prior response
regarding the Company’s primary control of each VIE, and each VIE’s primary engagement in the Company Business for purposes
of Section 3(a)(1)(A), remains accurate as of June 30, 2023. In addition, as of June 30, 2023, each VIE satisfies the elements
of Rule 3a-1 and therefore is not an investment company under Section 3(a)(1)(C). As of June 30, 2023, on a consolidated
basis with its wholly-owned subsidiaries, the value of each VIE’s investment securities was nil, and each VIE derived 0% of its
net income after taxes (for the past four fiscal quarters combined) from investment securities. In addition, as discussed in subparagraphs
(b) through (d) below, each of the VIEs satisfies the additional elements set out in paragraph (b) of Rule 3a-1 and
therefore is not an investment company under Section 3(a)(1)(C).

(b)
Not Primarily Engaged, and Not Holding Itself Out as Primarily Engaged, in the Business of an Investment Company. As discussed
in above, Lizhi (including each of the VIEs and the Company) is primarily engaged in the business of developing and operating online audio
entertainment and social networking business platforms. and holds itself out as such, and does not propose to engage primarily in the
business of investing, reinvesting or trading in securities.

(c)
Not in the Business of Issuing Face-Amount Certificates. Each of the VIEs and the Company has not issued, and does not propose
to issue, any face-amount certificates of the installment type.

(d)
Not a Special Situation Investment Company. A special situation investment company is a company which secures control of other
companies primarily for the purpose of making a profit in the sale of the controlled company’s securities. Release No. 10937
(Nov. 13, 1979). As of June 30, 2023, the Company operates its business through several wholly-owned subsidiaries noted in the
corporate structure chart included in its Form 20-F, and holds a 68.52% equity interest in Vocal Beats, Inc., its majority-owned
subsidiary, and contractual arrangements with respect to the VIEs, for the purpose of operating the Company Business through such entities,
and not with a view to sell such businesses. Other than such wholly-owned subsidiaries, majority-owned subsidiary and the VIEs, the Company
does not hold interests in other companies. The VIEs similarly hold equity interests in wholly-owned subsidiaries for the purpose of operating
their businesses through such entities, and not with a view to sell such businesses. Other than such wholly-owned subsidiaries, the VIEs
do not hold interests in other companies. Thus, each of the VIEs and the Company is not engaged, and does not propose to engage, in acquiring
control of any other company to profit on the future sale of that company, and therefore is not a special situation investment company.

Based on these facts, it is clear that as of June 30, 2023, the
Company satisfies the elements of Rule 3a-1 and therefore is not an investment company.

    2.
    We note your response to prior comment 1 that “the extent the shareholder of the VIEs can exert control of the Company’s management and operation of the VIEs through these shareholders’ voting power over the Company is very limited” and your discussion of the director and officer roles that VIE shareholders have at the company.  Please clarify whether such VIE shareholders may control the company through their ownership of Class A or Class B shares of the company.

The Company respectfully submits to the Staff that as the Company has
disclosed in the 2022 Annual Report, as of February 28, 2023, there were 1,036,498,870 ordinary shares outstanding, being the sum
of 805,283,870 Class A ordinary shares (excluding 5,395,630 Class A ordinary shares held by Kastle Limited) and 231,215,000
Class B ordinary shares. As of February 28, 2023, among the nominee shareholders of the VIEs, each of Ms. Juan Ren and
Mr. Zelong Li was holding only Class A ordinary shares and owns less than 1% of the Company’s total ordinary shares outstanding.
Total ordinary shares beneficially owned by Mr. Ning Ding include 1,000 Class A ordinary shares and 39,000,000 Class B
ordinary shares, representing 3.8% of the Company’s total ordinary shares outstanding.

Each
Class A ordinary share shall be entitled to one vote on all matters subject to vote at general and special meetings of the Company
and each Class B ordinary share shall be entitled to 10 votes on all matters subject to vote at general and special meetings of the
Company. Also as disclosed in the 2022 Annual Report, as of February 28, 2023, and there are only two shareholders beneficially
owning all the issued and outstanding Class B ordinary shares, namely (i) Mr. Jinnan (Marco) Lai, Founder, Chief Executive
Officer and Chairman of the Board of Director of the Company, holding 192,215,000 Class B ordinary shares, and (ii) Mr. Ning
Ding, Co-founder and Chief Technology Officer, holding 39,000,000 Class B ordinary shares.

Accordingly,
among the nominee shareholders of the VIEs, Mr. Ning Ding beneficially owned and controlled 12.5% of the Company’s total voting
power, and each of Ms. Juan Ren and Mr. Zelong Li beneficially owned and controlled less than 1% of the Company’s total
voting power, as of February 28, 2023. The majority of the Company’s total voting power is controlled by Mr. Jinnan (Marco)
Lai, Founder, Chief Executive Officer and Chairman of the Board of Director of the Company. Mr. Lai beneficially owned and
controlled 61.7% of the Company’s total voting power as of February 28, 2023, as disclosed in the 2022 Annual Report. As such,
the nominee shareholders of the VIEs do not control the Company through ownership of Class A and Class B shares of the Company.

    3.
    With respect to your analysis as of the company’s status under the Investment Company Act as of the end of prior fiscal quarters:

• Based on the information you have provided to date, we are
unable to agree with your position that you could treat shares of a non-US money market fund as cash items for purposes of your compliance
with Rule