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January 25, 2023
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
Amendment No. 1 to Draft Registration Statement on Form F-1
Submitted January 9, 2023
CIK No. 0001954694
Dear Howard Lee:
            We have reviewed your amended 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. Unless we note otherwise, our references to prior comments are to comments in our
December 23, 2022 letter.
Amendment No. 1 to Draft Registration Statement on Form F-1 submitted January 9, 2023
Prospectus Summary
Risk Factors Summary, page 11
1.We note your response to prior comment 2 and that you removed from the cover page the
statement 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 the statement from this section as well.

 FirstName LastNameHoward Lee
 Comapany NameLucas GC Ltd
 January 25, 2023 Page 2
 FirstName LastNameHoward Lee
Lucas GC Ltd
January 25, 2023
Page 2
Capitalization, page 64
2.We note your revised disclosures in response to prior comment 12.  Please further revise
to include a line for mezzanine equity.  Also, revise to label the middle column as "pro
forma" rather than "pro forma as adjusted."
Business
Our Customers, page 123
3.We note that in response to prior comment 21, you removed the cross-reference to risk
factor disclosure regarding your customer concentration. To the extent material, please
provide risk factor disclosure regarding the risks caused by the concentration among your
customers. Additionally, please disclose the percentage of your users who are individuals
seeking jobs, corporations posting jobs, or talent scouts seeking to match candidates with
positions.
Shares Eligible for Future Sale, page 158
4.Your disclosure that your "ordinary shares have been approved for listing on the Nasdaq"
is inconsistent with the disclosure elsewhere that you will apply for listing on the Nasdaq.
Please revise or advise.
Consolidated Financial Statements
Note 2. Summary of Significant Accounting Policies
(k) Revenue recognition, page F-11
5.We note your revised disclosures in response to prior comment 31.  Please revise to
disclose the typical payment terms of your arrangements, as well as any cancellation or
termination provisions.  Refer to ASC 606-10-50-12(b) and (d).
Outsourcing Services, page F-12
6.We note your response to prior comment 34.  Please revise your disclosures to clarify the
nature of the work performed in these arrangements, and that you recognize revenue upon
project completion, as indicated in your response.  Refer to ASC 606-10-50-12(a) and (c).
Permanent employment services, page F-12
7.Your response to prior comment 32 indicates that the completion of the probation period
is the point in time when the PO is deemed satisfied and the customer accepts transfer of
control as a proven qualified employee in the long term.  Please tell us how you
considered the guidance in ASC 606-10-55-85 through 55-88.  In this regard, explain to us
whether customer acceptance is based on objective or subjective criteria and include some
examples of typical customer specifications in your arrangements.  Also, tell us your
experience with contracts for similar services, whether compliance with specifications in
these types of contracts has been demonstrated in the past and how you considered that in

 FirstName LastNameHoward Lee
 Comapany NameLucas GC Ltd
 January 25, 2023 Page 3
 FirstName LastName
Howard Lee
Lucas GC Ltd
January 25, 2023
Page 3
determining when control transfers.  Specifically, tell us how often your customers have
determined candidates are not qualified for the job in the long term during the probation
period and whether you have replaced candidates.
8.Please tell us whether you track the number of candidates that do not pass the probation
period.  If this information is tracked, tell us the number of candidates placed in the period
compared to the number that did not pass the probation period.  Please provide this
information for the year ended December 31, 2021 and for the six months ended June 30,
2022.
Item 7. Recent Sales of Unregistered Securities, page II-2
9.We note your disclosure in the prospectus that you have issued redeemable preferred
shares as part of your financing activities. Please disclose the quantity and holders of your
preferred shares in this section.  Also, disclose the terms of the preferred shares in the
Description of Share Capital section.
General
10.Please update your financial statements in accordance with Item 8.A.4 of Form 20-F or
include the representations noted in Instruction 2 thereto as an exhibit to your registration
statement.
            You may contact Dave Edgar, Senior Staff Accountant, at (202) 551-3459 or Christine
Dietz, Senior Staff Accountant, at (202) 551-3408 if you have questions regarding comments on
the financial statements and related matters. Please contact Lauren Pierce, Staff Attorney, at
(202) 551-3887 or Matthew Crispino, Staff Attorney, at (202) 551-3456 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Yang Ge