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April 26, 2023
Hui Shao
Chief Executive Officer
YS Biopharma Co., Ltd.
Building No. 2, 38 Yongda Road
Daxing Biomedical Industry Park
Daxing District, Beijing, PRC
Re:YS Biopharma Co., Ltd.
Registration Statement on Form F-1
Filed April 12, 2023
File No. 333-271221
Dear Hui Shao:
            We have limited our review of your registration statement to those issues we have
addressed in our 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.
Registration Statement on Form F-1
Cover Page
1.For each of the ordinary shares being registered for resale, disclose the price that the
selling securityholders paid for such ordinary shares.
2.We note the significant number of redemptions of your ordinary shares in connection with
your business combination and that the shares being registered for resale will constitute a
considerable percentage of your public float. Highlight the significant negative impact
sales of shares on this registration statement could have on the public trading price of the
ordinary shares.

 FirstName LastNameHui  Shao
 Comapany NameYS Biopharma Co., Ltd.
 April 26, 2023 Page 2
 FirstName LastName
Hui  Shao
YS Biopharma Co., Ltd.
April 26, 2023
Page 2
Summary of the Prospectus
Overview, page 8
3.Please expand your discussion here to reflect the fact that this offering involves the
potential sale of a substantial portion of shares for resale and discuss how such sales could
impact the market price of the company’s common stock.
General
4.Revise your prospectus to disclose the price that each selling securityholder paid for the
shares being registered for resale. Highlight any differences in the current trading price,
the prices that the Sponsor, private placement investors, and other selling securityholders
acquired their shares and warrants, and the price that the public securityholders acquired
their shares and warrants. If applicable, disclose that while the Sponsor, private placement
investors, and other selling securityholders may experience a positive rate of return based
on the current trading price, the public securityholders may not experience a similar rate
of return on the securities they purchased due to differences in the purchase prices and the
current trading price. Please also disclose the potential profit the selling securityholders
will earn based on the current trading price. Lastly, please include appropriate risk factor
disclosure.
5.In light of the significant number of redemptions and the unlikelihood that the company
will receive significant proceeds from exercises of the warrants because of the disparity
between the exercise price of the warrants and the current trading price of the ordinary
shares, expand your discussion of capital resources to address any changes in the
company’s liquidity position since the business combination. If the company is likely to
have to seek additional capital, discuss the effect of this offering on the company’s ability
to raise additional capital.
            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.
            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 Jimmy McNamara at 202-321-4485 or Jason Drory at 202-551-8342 with
any questions.
Sincerely,
Division of Corporation Finance

 FirstName LastNameHui  Shao
 Comapany NameYS Biopharma Co., Ltd.
 April 26, 2023 Page 3
 FirstName LastName
Hui  Shao
YS Biopharma Co., Ltd.
April 26, 2023
Page 3
Office of Life Sciences
cc:       Dan Ouyang