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United States securities and exchange commission logo
January 20, 2023
Peng Li
Chairman and Chief Executive Officer
QuantaSing Group Ltd
Room 710, 5/F, Building No. 1
Zone No. 1, Ronghe Road
Chaoyang District, Beijing 100102
People’s Republic of China
Re:QuantaSing Group Ltd
Amendment No. 1 to Registration Statement on Form F-1
Filed January 13, 2023
File No. 333-268907
Dear Peng Li:
            We have reviewed your amended registration statement and have the following
comments.  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 amending your registration statement and providing the
requested information.  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 any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our January 12, 2023 letter.
Amendment No. 1 to Registration Statement on Form F-1
Cover Page
1.Please refer to the prospectus cover page and the HFCAA disclosures.  Please revise to
disclose that your auditor, PricewaterhouseCoopers Zhong Tian LLP, is an independent
registered public accounting firm based in mainland China.  Please revise all HFCAA
disclosures throughout the prospectus accordingly.

 FirstName LastNamePeng Li
 Comapany NameQuantaSing Group Ltd
 January 20, 2023 Page 2
 FirstName LastName
Peng Li
QuantaSing Group Ltd
January 20, 2023
Page 2
Regulatory Permissions and Licenses for Our Operations in China and This Offering, page 2
2.We note your response comment 2 and reissue. In this regard, we note that the revised
disclosure does not appear to address how, if implemented, the Draft Rules Regarding
Overseas Listing might subject you to the filing requirements with the CSRC for this
offering and listing or prohibit this offering or a future offering. Please revise to discuss in
greater detail the facts and circumstances, including prohibited circumstances, which
would subject the company to filing requirements with the CSRC for this offering and
listing or a future offering.
Risk Factors
Risks Related to the ADSs and this Offering
The trading price of the ADSs is likely to be volatile, which could result in substantial losses to
investors, page 75
3.We note your disclosure about stock price volatility of the securities of some China-based
companies that have listed their securities in the United States since their initial public
offerings in recent years; and how the price and trading volume for the ADSs may be
highly volatile for factors specific to your operations. We also note recent instances of
extreme stock price run-ups followed by rapid price declines and stock price volatility
seemingly unrelated to a company's performance following a number of recent initial
public offerings, particularly among companies with relatively small public floats. Please
revise to address the potential for rapid and substantial price volatility and any known
factors particular to your offering that may add to this risk, in addition to contributing
factors you provide related to the general market and your operations. Discuss the risks to
investors when investing in stock where the price is changing rapidly. Clearly state that
such volatility, including any stock-run up, may be unrelated to your actual or expected
operating performance and financial condition or prospects, making it difficult for
prospective investors to assess the rapidly changing value of your stock.
Amendment No. 1 to Registration Statement on Form F-1
Management's Discussion and Analysis of Financial Condition and Results of Operations
Three months ended September 30, 2022 compared to three months ended September 30, 2021,
page 114
4.We note your response to comment 3.  The 26.9% decrease in financial literacy revenue
appears to have resulted from a decrease in converting introductory learners into paying
learners, driven by a decrease in marketing efforts targeted at converting these learners.
In this regard, we note that you intend to continue these efforts to diversify course
offerings by reallocating marketing efforts away from financial literacy courses.  It
therefore appears that historical financial literacy revenue is not necessarily indicative of
future amounts.  Please expand your discussion to clearly explain this change in trend and
expected impact to results of operations pursuant to Item 5.D of Form 20-F as referenced

 FirstName LastNamePeng Li
 Comapany NameQuantaSing Group Ltd
 January 20, 2023 Page 3
 FirstName LastName
Peng Li
QuantaSing Group Ltd
January 20, 2023
Page 3
from Item 4 of Form F-1.  Lastly, please quantify the factors contributing to the change in
financial literacy revenue for the three months ended September 30, 2022, including the
increase resulting from an increased repeat purchase rate, and the decrease related to the
above.
Consent of Independent Registered Public Accounting Firm
Exhibit 99.1
5.Please have your auditors revise their consent to reference the amendment to the
Registration Statement on Form F-1.
            You may contact Robert Shapiro at 202-551-3273 or Theresa Brillant at 202-551-3307 if
you have questions regarding comments on the financial statements and related matters. Please
contact Jennie Beysolow at 202-551-8108 or Donald Field at 202-551-3680 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Dan Ouyang, Esq.