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September 20, 2023
Lei Xia
Chief Executive Officer
ICZOOM Group Inc.
Room 3801, Building A, Sunhope e METRO
No. 7018 Cai Tian Road, Futian District, Shenzhen
Guangdong, China, 518000
Re:ICZOOM Group Inc.
Draft Registration Statement on Form F-1
Submitted August 25, 2023
CIK 0001854572
Dear Lei Xia:
            We have conducted a limited review of your draft registration statement.  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 any requested information and by publicly
filing your registration statement and non-public draft submission 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
filed registration statement, we may have additional comments.
Draft Registration Statement on Form F-1 submitted August 25, 2023
General
1.We note the changes you made to your disclosure appearing on the cover page and in the
Prospectus Summary and Risk Factors sections relating to legal and operational risks
associated with operating in China and PRC regulations. It is unclear to us that there have
been changes in the regulatory environment in the PRC since the review of your IPO
registration statement on Form F-1 that went effective on March 14, 2023, warranting
revised disclosure to mitigate the challenges you face and related disclosures. The Sample
Letters to China-Based Companies sought specific disclosure relating to the risk that the
PRC government may intervene in or influence your operations at any time, or may exert
control over operations of your business, which could result in a material change in your

 FirstName LastNameLei Xia
 Comapany NameICZOOM Group Inc.
 September 20, 2023 Page 2
 FirstName LastName
Lei Xia
ICZOOM Group Inc.
September 20, 2023
Page 2
operations and/or the value of the securities you are registering for sale. We remind you
that, pursuant to federal securities rules, the term “control” (including the terms
“controlling,” “controlled by,” and “under common control with”) as defined in Securities
Act Rule 405 means “the possession, direct or indirect, of the power to direct or cause the
direction of the management and policies of a person, whether through the ownership of
voting securities, by contract, or otherwise.” The Sample Letters also sought specific
disclosures relating to uncertainties regarding the enforcement of laws and that the rules
and regulations in China can change quickly with little advance notice. We do not believe
that your revised disclosure referencing the PRC government’s evolution of its regulatory
oversight conveys the same risk. Please restore your disclosures in these areas to the
disclosures as they existed in the registration statement as of March 14, 2023.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            We also remind you that your registration statement must be on file no later than 48 hours
prior to the requested effective date and time.  Refer to Rules 460 and 461 regarding requests for
acceleration.  Please allow adequate time for us to review any amendment prior to the requested
effective date of the registration statement.
            Please contact Kate Beukenkamp at 202-551-3861 or Lilyanna Peyser at 202-551-3222
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Arila Zhou