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September 18, 2023
Runzhe Zhang
Chief Executive Officer
LZ Technology Holdings Limited
No. 59-2, Wanghai Street, Siming District,
Xiamen, Fujian Province, 361008
People’s Republic of China
Re:LZ Technology Holdings Limited
Draft Registration Statement on Form F-1
Submitted August 21, 2023
CIK No. 0001967397
Dear Runzhe Zhang:
            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 August 21, 2023
Commonly used defined terms, page ii
1.Please revise your definition of PRC / China to remove the exclusion of Hong Kong and
Macau from this definition.
Corporate History and Structure, page 8
2.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 Hong-based entities.

 FirstName LastNameRunzhe Zhang
 Comapany NameLZ Technology Holdings Limited
 September 18, 2023 Page 2
 FirstName LastName
Runzhe Zhang
LZ Technology Holdings Limited
September 18, 2023
Page 2
Risk Factors
The Company has engaged in transactions with related parties..., page 29
3.We note your statement that the terms obtained or consideration that you paid in
connection with related party transactions “might be more or less favorable as compared
to terms available or the amounts that would be paid in arm’s-length transactions.” Please
explain the basis for the statement.
4.Please revise to provide a concise discussion regarding the aggregate amount and
percentage of revenue and cost of revenue related party transactions represent for each
period presented.
We will be subject to ongoing public reporting requirements that are less rigorous than Exchange
Act rules..., page 44
5.Your disclosures appear to indicate that you expect to take advantage of the extended
transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with
new or revised accounting standards.  Please revise, here and on page F-16, to also state
that as a result of your election, your financial statements may not be comparable to
companies that comply with public company effective dates.
Management's discussion and analysis of financial condition and results of operations
Overview, page 53
6.In the Smart Community vertical you disclose that you provide intelligent community
building access and safety management systems through access control monitors and
indicate that 73,717 access control screens have been installed.  To provide better context
for your business model, please revise to clarify the number of access control screens you
have sold and the number you own.  Also, indicate which of the sales channels or
arrangements described on page 83 are used most often with customers in the sale or
distribution of the devices and systems.

Key Factors That Affect Operating Results, page 54
7.Please disclose the material terms of your agreements with each of your three major
customers, including the identity, term, termination provisions, and any minimum
purchase requirements as well as the percentage of revenue each customer represented. In
addition, file the agreements with the customers who accounted for 84.4% of your total
revenues in 2022 as exhibits, or tell us why it is not required. Finally, to the extent
material, disclose the total number of customers for each period presented.

 FirstName LastNameRunzhe Zhang
 Comapany NameLZ Technology Holdings Limited
 September 18, 2023 Page 3
 FirstName LastName
Runzhe Zhang
LZ Technology Holdings Limited
September 18, 2023
Page 3
8.Please revise here to include a quantified discussion of the Key Performance Indicators
(KPIs) and other metrics used in managing your business for each period presented. Also,
ensure you clearly define how each metric is calculated and include a discussion of any
trends, uncertainties and fluctuations in such measures from period to period. Refer to
SEC Release No. 33-10751.
9.You disclose your breakdown of revenues by categories for the years ended December 31,
2021 and 2022. Please expand your disclosure to include a description of the principal
markets in which the company competes, including a breakdown of total revenues by
category of activity and geographic market for each of the last three financial years. See
Item 4.B of Form 20-F.
Results of Operations
Revenues, page 56
10.You disclose that the increase in Out-of-Home revenue of RMB81.5 million was mainly
due to two customers acquired in 2022.  These customers contributed RMB97.2 million;
therefore, it appears that revenue generated from existing customers decreased.  Please
revise to discuss the change in revenue from existing customers or otherwise explain the
decrease.  Refer to Item 5 of Form 20-F.
11.You indicate that there was a decrease in revenue generated from selling your own
community access control devices and software development.  Revise to explain whether
this could impact Out-of-Home advertising revenue going forward.  In this regard, you
disclose on page 5 that your advertising strategies depend on the Smart Community
monitors to a great extent.  Therefore, it would appear if fewer devices are sold there
would be fewer screens on which to display advertisements, which could negatively
impact revenue in the future.
Liquidity and Capital Resources, page 59
12.You indicate you have developed plans to mitigate adverse conditions, including
obtaining funds amounting to RMB63.8 million from two investors as capital injection.
Please tell us whether such transactions have occurred and if so, where they are disclosed
in the financial statements, or revise.  In this regard, we note on page F-30 that a capital
injection of RMB50 million was made on June 23, 2023, but it is unclear where additional
amounts are disclosed.
13.We note you indicate that with obtaining funds amounting to RMB63.8 million from two
investors as capital injection that should be sufficient to meet anticipated working capital
requirements and capital expenditures within the next 12 months. Please disclose the
minimum funding required for you to remain in business for at least the next 12 months,
as well as the minimum number of months that you will be able to conduct your planned
operations using currently available capital resources should your plan fail. Refer to
Section IV of SEC Release 33-8350.

 FirstName LastNameRunzhe Zhang
 Comapany NameLZ Technology Holdings Limited
 September 18, 2023 Page 4
 FirstName LastName
Runzhe Zhang
LZ Technology Holdings Limited
September 18, 2023
Page 4
Business, page 84
14.We note your disclosure indicating that you have "forged strategic alliances with a top-tier
search engine, several outdoor advertising providers and media companies."  Please revise
to identify your partners, discuss the material terms of your strategic alliances including
any termination provisions, the impact they have on your company, and file the
agreements as exhibits.
Regulations related to information security, page 96
15.In light of recent events indicating greater oversight by the Cyberspace Administration of
China (CAC) over data security, particularly for companies seeking to list on a foreign
exchange, please revise your disclosure to explain how this oversight may impact your
business and your offering if you become subject to CAC oversight and to what extent
you believe that you are compliant with the regulations or policies that have been issued
by the CAC to date.
Compensation of Directors and Office, page 109
16.Please provide the compensation information on an individual basis as required by Item
6.B of Form 20-F or tell us why individualized information is not required.
Principal shareholders, page 110
17.Please disclose any significant change in the percentage ownership held by any major
shareholders during the past three years. See Item 7.A.1.(b) of Form 20-F.
Related Party Transactions, page 113
18.You disclosed material transactions with related parties for the fiscal years ended
December 31, 2021 and 2022. Please expand your disclosure to provide related party
transactions since the beginning of the company’s preceding three financial years up to the
date of the registration statement. See Item 7.B of Form 20-F.
Consolidated Financial Statements
Note 1. Organization and principal activities
(b) Reorganization, page F-7
19.You state the company and its subsidiaries were effectively controlled by the same
shareholders immediately before and after the reorganization.  Please tell us who the
shareholders of Lianzhang Portal Internet Technology Co. Ltd were and the percentage of
interest each held before the transfer of that interest to LZ Menhu, as well as how they
were related to the shareholders of LZ Menhu before the reorganization.

 FirstName LastNameRunzhe Zhang
 Comapany NameLZ Technology Holdings Limited
 September 18, 2023 Page 5
 FirstName LastName
Runzhe Zhang
LZ Technology Holdings Limited
September 18, 2023
Page 5
Note 3. Summary of significant accounting policies
(n) Revenue recognition
Out-of-Home Advertising, page F-12
20.You disclose that you generate revenue from providing advertising through your own
devices, “Channel One”, or other channels provided by subcontractors, “Channel Two”.
Please tell us and revise to disclose whether arrangements include advertising only on
Channel One or Channel Two, or if arrangements always include advertising on both. To
the extent the Channels are sold separately, explain why there is no directly observable
standalone selling price for either.  Further, tell us and revise to disclose how much
revenue is generated through Channel One and separately for Channel Two for the periods
presented.
21.You disclose that you use a time-elapsed basis and recognize revenue ratably over the
period from the beginning to the end of the advertising schedule.  Please tell us the typical
length of an advertising schedule and whether amounts earned are fixed for each
advertising schedule.  If fees are not fixed, tell us what they are based on, such as
impressions or clicks, and explain how ratable recognition of revenue is an appropriate
measure of progress towards complete satisfaction of the performance obligation.  Refer
to ASC 606-10-25-31.
22.You disclose that you are the principal for transactions that you are in control of
establishing the transaction price and primarily responsible for fulfilling the promises to
provide advertising promotion to the customer.  With regards to revenue generated on
Channel Two, please tell us in detail how you determined you are the principal in these
arrangements and include the nature and terms of the contracts with the advertiser and the
partners, as well as explain how you have the ability to direct the use of and obtain
substantially all of the remaining benefits of the services provided.  Further, include in
your analysis the separate advertisement placement agreements noted on page 88.  Tell us
how much revenue is generated from them and how you determined you are the principal
in those arrangements.  Refer to ASC 606-10-25-25.
Local Life, page F-12
23.You disclose that you identify one performance obligation for the services provided in
these contracts.  Please revise to disclose what these services are and how revenue is
earned, such as based on the number vouchers clicked or as a percentage of the amount of
vouchers redeemed.  Also, you indicate that revenue is reported on a net basis.  Revise to
clarify what “net” means and whether revenue is equal to the fees earned from the
merchant.

 FirstName LastNameRunzhe Zhang
 Comapany NameLZ Technology Holdings Limited
 September 18, 2023 Page 6
 FirstName LastName
Runzhe Zhang
LZ Technology Holdings Limited
September 18, 2023
Page 6
Note 7. Property and equipment, net, page F-18
24.Please revise to disclose whether the community access control devices that you installed
but did not sell are included in machinery equipment, and if not, disclose where they are
recorded.  Further, disclose the value of those devices at the end of each period presented.
Note 9. Short-term borrowings, page F-19
25.You disclose that you received RMB95,790 in total from third party companies in the
joint operating agreements.  Please revise to clarify if that is the “Original Subscription
Amount” and whether it is equal to the amount of devices sold.  If that is not Original
Subscription Amount or the amount of devices sold, clarify what is and what the funds
were used for in excess of the Original Subscription Amount.
26.You disclose you paid commission fees of RMB33,160 in 2021.  Please clarify what those
fees were for and explain why no commission fees were paid in 2022.  Also, explain how
it was determined whether amounts paid to the cooperators were payments for the original
subscription amount, commission fees, or other amounts owed.
27.You state that the cooperators purchased the community access control devices from the
Group; however, you recognized the devices as property and equipment.  Please explain
your accounting for the sale of these devices and the accounting guidance followed.
28.Please provide us with the journal entries for the following: 1) when the joint operating
agreements were entered into, including the sale of the access control devices 2) the
revenue share and commissions paid and 3) the termination of the joint operating
agreements and entering into the investment agreements.
Note 14. Equity, page F-28
29.Please revise to briefly disclose the company’s capital structure upon incorporation and
the subsequent changes prior to the share issuances on June 23, 2023, as discussed on
page 8.
Note 17. Subsequent events, page F-30
30.You disclose that eleven cooperators decided to terminate their joint operating
agreements, nine made a capital injection amounting to RMB7.4 million to the Group and
the remaining two exchanged equity interests with existing shareholders.  Please revise to
clarify.  Explain whether cash was received from these cooperators and if so, how it will
be recorded, and how the outstanding debt will be accounted for.  If cash was not
received, revise to disclose that this was a non-cash transaction.  Lastly, explain how you
accounted for the two cooperators that exchanged equity interest with existing
shareholders as part of the termination of their joint operating agreements.

 FirstName LastNameRunzhe Zhang
 Comapany NameLZ Technology Holdings Limited
 September 18, 2023 Page 7
 FirstName LastName
Runzhe Zhang
LZ Technology Holdings Limited
September 18, 2023
Page 7
31.You disclose that on May 24, 2023, Xiamen Dongling Technology Co., Ltd (“Xiamen
Dongling”) transferred 2.5% shares to Jinfu No. 1 (Huzhou) Equity Investment
Partnership ("Jinfu No.1"), which was calculated based on the fair value of RMB2 billion.
Please further explain this transaction and revise your disclosure to clarify who Xiamen
Dongling is in relation to the company, which entity’s shares they transferred, whether
they received any consideration, what had a fair value of RMB2 billion, how that relates
to the transaction, and what impact this had on the company.
General
32.Please supplementally provide us with copies of all wri