SecProbe.io

August 8, 2024
Zhen Fan
Chief Executive Officer
Haoxi Health Technology Ltd
Room 801, Tower C, Floor 8
Building 103
Huizhongli, Chaoyang District
Beijing, China
Re:Haoxi Health Technology Ltd
Amendment No. 4 to Registration Statement on Form F-1
Filed July 31, 2024
File No. 333-280174
Dear Zhen Fan:
            We have reviewed your amended registration statement and have the following
comment(s).
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our July 29, 2024 letter.
Amendment No. 4 to Registration Statement on Form F-1, Filed July 31, 2024
Cover Page
1.We note your response to prior comment 1 and reissue. We acknowledge the amended
disclosure removing "but not decrease" throughout the registration statement. However, it
still appears that between close and the "Series B Exercise Date" there is no means for
holders of the Series B warrants to exercise. As a result, please clarify why the total
number of shares exercisable by the Series B warrants is an "increase" when there is no
amount of shares other than the "increased" amount that could be exercised by Series B
warrant holders. In addition, please tell us the purpose of the exercise price of $0.0001 set
forth in Section 1(b) of the Form of Series B Warrant and please tell us the circumstances
under which warrants could be validly exercised at that exercise price.

August 8, 2024
Page 2
Prospectus Summary, page 1
2.We note your response to prior comment 2 and reissue in part. We acknowledge the
inclusion of the new dilution risk factor and the updates made to the risk factor on page
53. However, we note that you still disclose that this offering "could" or "may" result in
substantial dilution, while the previous version of the risk factor on page 53 had no such
condition. Please revise your disclosure to warn investors, if true, that dilution is likely or
explain to us why such disclosure is not necessary.
General
3.We note your response to prior comment 3 and we reissue in part. We acknowledge the
updated disclosure made to the registration statement; however, please tell us the purpose
of the "Series B Exercise Date" mechanism, as its mechanics do not appear to have
materially changed since the previous amendment. Namely, please explain why you have
decided to employ a mechanism that relies on employing a "New Share Amount" formula
for volume combined with using the 20% of Nasdaq Minimum Price to determine
"Adjusted Price."
4.We note your response to prior comment 5 and reissue. We acknowledge your
explanations with regards to the Series A warrants and the Series B warrants; however,
please provide us with your analysis to tell us how these securities are compliant with
Rule 415 governing an at-the-market offering. In your analysis, please explain how
the price of the Series A warrants and the aggregate number of securities included will be
fixed as of the effective date of the registration statement when the Exhibit 4.3 definition
of the "Adjusted Price" - triggered on the "Series B Exercise Date" - appears to lower the
price to (i) the Nasdaq price on the closing date, or (ii) the average closing price for the
five days immediately preceding the signing of the Underwriting Agreement. Assuming
the offering will not close until after the effective date, it would appear that these closing
date price-points cannot be known on the date of effectiveness. In addition, please provide
us your analysis to explain how the Series B warrant aggregate number of securities and
price will be fixed as of the effective date, when the provided formula to determine
volume relies on knowing the performance of the pre-funded warrants on the date of
closing, both in terms of the number of warrants exercised in full and the aggregate
purchase price paid by investors at closing. As a result, it would appear that the volume,
and thus price per share, would not be known at effectiveness.
            Please contact Nicholas Nalbantian at 202-551-7470 or Dietrich King at 202-551-8071
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Joan Wu