Correspondence 0001213900-24-026323 from Zhibao Technology Inc. (ZBAO)
Zhibao Technology Inc.
Date: March 27, 2024 · CIK: 0001966750 · Accession: 0001213900-24-026323
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File numbers found in text: 333-274431
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CORRESP
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EF HUTTON LLC
590 Madison Avenue, 39th Floor
New York, NY 10022
March 27, 2024
VIA EDGAR
Securities and Exchange Commission
Division of Corporate Finance
100 F Street, N.E.
Washington, D.C. 20549
Attn:
William Schroeder
Amit Pande
Madeleine Joy Mateo
John Dana Brown
Re:
Zhibao Technology Inc.
Registration Statement on Form F-1
Filed March 22, 2024
File No. 333-274431
Ladies and Gentlemen:
Pursuant to Rule 461 of the General Rules and Regulations
of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), EF Hutton
LLC, as representative of the underwriters of the offering, hereby joins the request of the Company that the effective date of the above-captioned
Registration Statement be accelerated so as to permit it to become effective on Friday, March 29, 2024 at 12:00 p.m., Eastern Daylight
Time, or as soon thereafter as practicable.
Pursuant to Rule 460 of the General Rules and Regulations
of the Securities and Exchange Commission under the Securities Act, we, acting on behalf of the several underwriters, wish to advise you
that, through March 27, 2024, we distributed to each underwriter or dealer, who is reasonably anticipated to be invited to participate
in the distribution of the security, as many copies, as well as “E-red” copies of the Preliminary Prospectus dated March 22,
2024, as appears to be reasonable to secure adequate distribution of the preliminary prospectus.
We 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,
EF HUTTON LLC
By:
/s/ Sam Fleischman
Name:
Sam Fleischman
Title:
Supervisory Principal