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Correspondence 0001193125-23-013178 from QuantaSing Group Ltd (QSG) (CIK 0001932770) (HERE)

QuantaSing Group Ltd (QSG) (CIK 0001932770)
Date: Jan. 23, 2023 · CIK: 0001932770 · Accession: 0001193125-23-013178

AI Filing Summary & Sentiment

File numbers found in text: 001-41590, 333-268907

Date
January 23, 2023
Author
Managing Director
Form
CORRESP
Company
QuantaSing Group Ltd (QSG) (CIK 0001932770)

Letter

Citigroup Global Markets Inc.

388 Greenwich Street

New York, NY 10013

U.S.A.

China International Capital Corporation Hong Kong Securities Limited

29th Floor, One International Finance Centre

1 Harbour View Street

Central, Hong Kong

As representatives of the prospective underwriters

VIA EDGAR

January 23, 2023

Office of Trade and Services

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Attention: Mr. Robert Shapiro

Ms. Theresa Brillant

Ms. Jennie Beysolow

Mr. Donald Field

Re: QuantaSing Group Limited (the “Company”) (CIK No. 0001932770)

Registration Statement on Form F-1, as amended (Registration No. 333-268907)

Registration Statement on Form 8-A (Registration No. 001-41590)

Ladies and Gentlemen:

We hereby join the Company’s request for acceleration of the above-referenced Registration Statements, requesting effectiveness for 4:00 p.m., Eastern Time on January 24, 2023, or as soon thereafter as is practicable.

Pursuant to Rule 460 of the General Rules and Regulations promulgated under the Securities Act of 1933, as amended, we wish to advise you that between January 13, 2023 and the date hereof, approximately 267 copies of the preliminary prospectus of the Company dated January 13, 2023 were distributed to prospective underwriters, dealers, institutional investors and others.

We have been advised by the prospective underwriters that they have complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

[Signature page follows]

Very truly yours,
As representatives of the prospective underwriters

Show Raw Text
CORRESP
1
filename1.htm

CORRESP

 Citigroup Global Markets Inc.

388 Greenwich Street

 New York, NY 10013

U.S.A.

 China International Capital Corporation Hong Kong
Securities Limited

 29th Floor, One International Finance Centre

1 Harbour View Street

 Central, Hong Kong

As representatives of the prospective underwriters

 VIA
EDGAR

 January 23, 2023

 Office
of Trade and Services

 Division of Corporation Finance

 U.S.
Securities and Exchange Commission

 100 F Street, NE

Washington, D.C. 20549

Attention:
 Mr. Robert Shapiro

 Ms. Theresa Brillant

 Ms. Jennie Beysolow

 Mr. Donald Field

          Re:
 QuantaSing Group Limited (the “Company”) (CIK No. 0001932770)

 Registration Statement on Form F-1, as amended (Registration No. 333-268907)

 Registration Statement on Form 8-A (Registration No. 001-41590)

 Ladies and Gentlemen:

We hereby join the Company’s request for acceleration of the above-referenced Registration Statements, requesting effectiveness for 4:00 p.m., Eastern
Time on January 24, 2023, or as soon thereafter as is practicable.

 Pursuant to Rule 460 of the General Rules and Regulations promulgated under
the Securities Act of 1933, as amended, we wish to advise you that between January 13, 2023 and the date hereof, approximately 267 copies of the preliminary prospectus of the Company dated January 13, 2023 were distributed to prospective
underwriters, dealers, institutional investors and others.

 We have been advised by the prospective underwriters that they have complied and will continue
to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

[Signature page follows]

Very truly yours,

As representatives of the prospective underwriters

CITIGROUP GLOBAL MARKETS INC.

 By:

 /s/ Xinyu Liu

 Name:

 Xinyu Liu

 Title:

 Managing Director

 CHINA INTERNATIONAL CAPITAL CORPORATION

HONG KONG SECURITIES LIMITED

 By:

 /s/ Victor Jiang

 Name:

 Victor Jiang

 Title:

 Managing Director