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December 23, 2022
Howard Lee
Chief Executive Officer
Lucas GC Ltd
Room 5A01, 4th Floor
Air China Building, Xiaoyun Road
Sanyuanqiao, Chaoyang District
Beijing 100027, China
Re:Lucas GC Ltd
Draft Registration Statement on Form F-1
Submitted November 21, 2022
CIK No. 0001954694
Dear Howard Lee:
            We have reviewed your draft 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 providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement 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
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form F-1 submitted on November 21, 2022
Cover Page
1.Please disclose clearly the entity, including the domicile, in which investors are
purchasing an interest. Disclose that investors may never hold equity interests in the
Chinese operating entities. Additionally, please provide a description of how cash is
transferred through your organization. State whether any transfers, dividends, or
distributions have been made to date between the holding company and its subsidiaries or
to investors, and quantify the amounts where applicable. Provide cross-references to the
financial statements.

 FirstName LastNameHoward Lee
 Comapany NameLucas GC Ltd
 December 23, 2022 Page 2
 FirstName LastName
Howard Lee
Lucas GC Ltd
December 23, 2022
Page 2
2.We note your statement here and on page 11 that you do not believe there will be material
effects on your Hong Kong subsidiaries’ operations and financial results resulting from
the legal and operational risks relating to the PRC regulations.  Please remove this
language as it appears to contradict your other disclosure that you are “subject to the risks
of uncertainty about any future actions the Chinese government or authorities in Hong
Kong may take...which could result in a material adverse change to our business,
prospects, financial condition, and results of operations, and the value of our
securities.” Also, disclose that the PRC government has significant authority to intervene
or influence your Hong Kong operations at any time.
Prospectus Summary, page 1
3.Please describe the consequences to you and your investors if you or your subsidiaries: (i)
do not receive or maintain permissions or approvals from the CSRC, CAC, or any other
governmental agency that is required to approve the your subsidiaries' operations, (ii)
inadvertently conclude that such permissions or approvals are not required, or (iii)
applicable laws, regulations, or interpretations change and you are required to obtain such
permissions or approvals in the future. Additionally, provide a clear description of how
cash is transferred through your organization. Quantify any cash flows and transfers of
other assets by type that have occurred between the holding company and your
subsidiaries, and direction of transfer. Similarly quantify dividends or distributions made
to U.S. investors, the source, and their tax consequences. Your disclosure should make
clear if no transfers, dividends, or distributions have been made to date.
Corporate History and Structure
Our Corporate History and Structure, page 5
4.Please revise to disclose, as a footnote to the diagram, the founders' and any other
significant investors' ownership percentages.
Corporate History and Structure, page 6
5.We note that the dashed line indicating which entities are "offshore" versus "onshore" is
positioned so that entities organized in Hong Kong are deemed "offshore." Please move
the line so that "onshore" includes Hong Kong-based entities. Revise the graphic on page
68 accordingly.
Implications of Being an Emerging Growth Company, page 7
6.You disclose that you have elected to take advantage of the extended transition period for
complying with new or revised accounting standards.  Please revise here and on page F-16
to state that as a result of your election, your financial statements may not be comparable
to companies that comply with public company effective dates.

 FirstName LastNameHoward Lee
 Comapany NameLucas GC Ltd
 December 23, 2022 Page 3
 FirstName LastName
Howard Lee
Lucas GC Ltd
December 23, 2022
Page 3
Conventions That Apply to This Prospectus, page 9
7.We note that your definition of "China" or the "PRC" excludes Hong Kong and Macau.
Please revise your disclosure to remove the exclusion of Hong Kong and Macau from
your definition of "China" or the "PRC."
The Offering, page 15
8.Your statements that you have applied for your ordinary shares to be listed on the Nasdaq
and that your ordinary shares "will not be listed on any exchange" appear to contradict
each other. Please revise.
9.You indicate that the offering price per ordinary share will be "US0.00001" per ordinary
share. Please revise or advise.
Risk Factors, page 17
10.We note your disclosure that you will be a controlled company following the business
combination. Please add a risk factor that discusses the effect, risks, and uncertainties of
being designated a controlled company.
We are subject to risks relating to our leased properties., page 28
11.Please disclose what actions you are taking to register your leased properties with the PRC
governmental authorities or find alternative locations for your operations. If material,
disclose the approximate amount you anticipate paying if PRC authorities fine you for
your noncompliance. Please disclose the likelihood that you will need to pay such fines
and describe any other consequences that may result from your noncompliance.
Capitalization, page 63
12.Please revise to present, in a separate column before the offering, the pro forma effect of
the October 2022 agreements which resulted in the reclassification of the redeemable
preferred shares from mezzanine to permanent equity.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Key Factors that Affect Operating Results, page 69
13.You disclose that as of June 30, 2022, you had approximately 380,000 active registered
users on your proprietary platforms.  We further note your disclosure on page 106
indicating that as of June 30, 2020, you had approximately 100,000 such users.  Please
revise your disclosures in this section to define an active registered user and to disclose
the precise number of active registered users as of each period end date presented in the
filing.  Refer to SEC Release No. 33-10751.

 FirstName LastNameHoward Lee
 Comapany NameLucas GC Ltd
 December 23, 2022 Page 4
 FirstName LastName
Howard Lee
Lucas GC Ltd
December 23, 2022
Page 4
14.Please tell us tell us whether you monitor the number of clients and/or successful job
placements and if so what consideration was given to disclosing these metrics.  Refer to
SEC Release No. 33-10751.
Impact of COVID-19 on Our Operations and Financial Performance, page 71
15.Please disclose whether, and if applicable, how, you have been materially affected by the
COVID-19 pandemic.
Liquidity and Capital Resources, page 82
16.Revise to disclose cash and cash equivalents disaggregated by currency denomination.
Contractual Obligations, page 86
17.Please provide a conversion of your operating lease payment obligations from RMB to
USD.
Industry Overview
Competitive Landscape, page 102
18.Please identify the companies against which you compare yourself in the table on this
page.
Business
Our Strengths, page 106
19.Please describe trends in your active registered users' usage of your platform. For
example, disclose what percentage of your users are individuals seeking jobs, corporations
posting jobs, or talent scouts seeking to match candidates with positions. Disclose the
average or median amount of time your users spend seeking either a position or a
candidate. To the extent possible, compare the success and speed of your corporate and
individual users to that of your competitors. Disclose your user turnover or how long your
users maintain their accounts.
Our Strategies
Expand geographical footprint, page 109
20.We note that publicity materials that you have provided online list your locations as
being Los Angeles, Beijing, Shanghai, Hong Kong, Taipei, Seoul, Madrid,
and Chicago. Please clearly disclose in which countries you currently operate and have
offices. If you derive revenue from multiple countries or global regions, please disclose
the percentage of revenue from each.

 FirstName LastNameHoward Lee
 Comapany NameLucas GC Ltd
 December 23, 2022 Page 5
 FirstName LastName
Howard Lee
Lucas GC Ltd
December 23, 2022
Page 5
Our Customers, page 121
21.Please disclose your number of corporate customers for the six months ended June 30,
2022.  Also, we note reference in this section to a risk factor titled "We depend on a
limited number of clients for a significant portion of our revenues and the loss of one or
more of these clients could adversely affect our business, financial condition, and results
of operations."  We are unable to locate this risk factor.  Please advise.
Management
Directors and Executive Officers, page 137
22.Please describe Howard Lee's activities between 2016 and 2022.
Principal Shareholders, page 143
23.Please disclose the natural persons who have voting or dispositive power with respect to
the shares held by 51job, Inc. and MLT Holding Limited.
Related Party Transactions, page 145
24.Please disclose the nature of your relationship with Beagledata.
Consolidated Financial Statements
Consolidated Balance Sheets, page F-3
25.We note that "advance to suppliers" represented approximately 27% of your total assets as
of December 31, 2021.  Please tell us, and revise to disclose, the nature of this asset as
well as your accounting policy.  As part of your response, explain why there has been
such a significant increase in the balance.
Consolidated Statements of Cash Flows, page F-6
26.We note that you have presented cash outflows for the purchase of short-terms
investments net of maturities and/or sales.  Please revise to separately classify cash
inflows from sales and/or maturities of short-term investments.  Refer to ASC 230-10-45-
11.
Notes to Consolidated Financial Statements
Note 1. Principal activities and organization, page F-7
27.We note your reference to "indirectly owned" subsidies as well as your disclosure in the
table on page F-8 that refers to "Percentage of Effective Ownership."  However, your
disclosure on the cover page indicates that you have a direct equity ownership structure.
Please advise or revise.

 FirstName LastNameHoward Lee
 Comapany NameLucas GC Ltd
 December 23, 2022 Page 6
 FirstName LastName
Howard Lee
Lucas GC Ltd
December 23, 2022
Page 6
(f) Short-term investments, page F-9
28.You disclose that you consider your short-term investments to be available for sale
investments or held to maturity investments.  Please revise to provide the disclosures
required by ASC 320-10-50.
Note 2. Summary of Significant Accounting Policies
(d) Convenience translation, page F-9
29.We note that your convenience translation is based on the rate as of December 31, 2021.
Please revise to apply the exchange rate as of the most recent balance sheet date included
in the filing, June 30, 2022, or as of the most recent date practicable, if materially
different.  Refer to Rule 3-20 (b)(1) of Regulation S-X.
(j) Revenue recognition, page F-11
30.You describe your revenues as "net revenues" throughout MD&A.  Please revise to
disclose what your revenues are net of.
31.Please revise to expand your disclosures regarding the typical terms of your arrangements,
including but not limited to, payment terms as well as cancellation or refund provisions, if
any.  Refer to ASC 606-10-50-12.
Permanent employment services, page F-11
32.We note that revenue from permanent employment services is recognized when the
candidate passes the probation period.  Please tell us the following:
•Explain how you concluded that the transfer of control occurs at the completion of
the probation period and not once the candidate is placed.  In this regard, tell us who
is able to direct the use of, and obtain substantially all of the benefits from the asset
(i.e. the candidate) during the probation period.  Refer to ASC 606-10-25-23 and 25;
•Tell us whether there are any services provided by you to the customer during the
probation period; and
•Tell us how long the typical probation period is and explain what consideration was
given to whether the probation period is variable consideration (i.e. a refund
provision) that should be estimated.
Recruitment Services
Flexible employment services, page F-11
33.Please address the following for flexible employment services:
•You disclose that contract consideration is determined by the quantity of the
services delivered times price per unit.  Revise to clarify, if true, that the quantity of
services delivered is hours worked, and the price per unit is an hourly pay rate.
Alternatively, revise to further explain what the quantity of services and price per
unit represents; and

 FirstName LastNameHoward Lee
 Comapany NameLucas GC Ltd
 December 23, 2022 Page 7
 FirstName LastName
Howard Lee
Lucas GC Ltd
December 23, 2022
Page 7
•You disclose that revenue is recognized either at a point-in-time or over time "in
accordance with the specified services content provided."  Revise to disclose the
circumstances that give rise to point-in-time recognition and those where revenue is
recognized over time.  Refer to ASC 606-10-50-12(a).  As part of your response,
explain to us how you determined the pattern of recognition for these services and
refer to ASC 606-10-25-27 and ASC 606-10-25-30.
Outsourcing Services, page F-12
34.We note that outsourcing service revenues are recognized at a point in time when the
service is delivered.  Please explain your basis for recognizing outsourcing revenue at a
point in time rather than over time and tell us how you considered the guidance in ASC
606-10-25-27 and ASC 606-10-25-30.
Note 3. Fair value measurements, page F-17
35.We note that your investments in wealth management products issued by commercial
banks are classified within level 1 of the fair value hierarchy and that the fair value is
"provided by banks" at the end of each period.  Please tell us how you concluded that
classification within level 1 is appropriate and explain how the values provided by
commercial banks represent quoted prices in active markets for identical assets that you
can access at the measurement date.  Refer to ASC 820-10-35-40 through 46.
Note 5. Software and equipment, net, page F-18
36.Please describe the nature of the software, tell us whether the software is internally
developed software or capitalized software, and revise to disclose your accounting policy
for these assets.  As part of your response, tell us how you determined that an estimated
useful life of ten years is appropriate for software, including how you considered
obsolescence, competition and other factors in your determination.
Note 16. Subsequent events, page F-30
37.Please revise to disclose the specific date through which you evaluated subsequent events,
as required by ASC 855-10-50-1(a).  Similar concerns apply to your discourse on page F-
44.
Unaudited Consolidated Financial Statements, page F-31
38.We note you refer to the "accompanying unaudited condensed financial statements" on
page F-35.  Please revise to label the June 30, 2022 financial statements as "Condensed."

 FirstName LastNameHoward Lee
 Comapany NameLucas GC Ltd
 December