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June 24, 2024
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
Amendment No. 2 to Registration Statement on Form F-1
Filed June 11, 2024
File No. 333-276234
Dear Runzhe Zhang:
            We have reviewed your amended registration statement and have the following
comments.
            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 April 3, 2024 letter.
Amendment No. 2 to Registration Statement on Form F-1
Capitalization, page 51
1.You disclose that there are 9,901,163 Class A Ordinary Shares and 56,106,587 Class B
Ordinary Shares issued and outstanding as of the date of this prospectus, which appears to
include the share issuance on May 24, 2024, disclosed on page F-31. You also disclose on
page F-31 that Dongling Technology Co., Ltd acquired 3.15% equity interest of
Lianzhang Portal from a minority shareholder of Lianzhang Portal at the consideration of
RMB23,692,000 and then transferred that equity interest to LZ Menhu at the
consideration of RMB2,146,000. Please revise the presentation here to include a column
that reflects these transactions, labeled “Pro Forma”, and presented before the As
Adjusted column.

 FirstName LastNameRunzhe Zhang
 Comapany NameLZ Technology Holdings Limited
 June 24, 2024 Page 2
 FirstName LastName
Runzhe Zhang
LZ Technology Holdings Limited
June 24, 2024
Page 2
2.Please revise to include indebtedness in the table and to the calculation of capitalization.
Refer to guidance in Item 3.B of Form 20-F.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Liquidity and Capital Resources, page 61
3.Please revise to state whether as of the most recent balance sheet date, your existing cash
will be sufficient to fund your operations for the next 12 months. To the extent it will not,
disclose how long you will be able to continue to fund your operations using current
available cash resources. Refer to Item 5.B of Form 20-F.
General
4.We note your response to prior comment 1; however, we continue to note changes you
made to your disclosure appearing on the cover page, Summary and Risk Factor sections
relating to legal and operational risks associated with operating in China and PRC
regulations. It continues to be unclear to us that there have been changes in the regulatory
environment in the PRC since the amendment that was filed on December 22,
2023 warranting revised disclosure to mitigate the challenges you face and related
disclosures. As nonexclusive examples, on page 3 and cover page, you no longer address
the fact that the Chinese government intends to exert more oversight and control or that  it
may intervene in or influence your  PRC subsidiaries' operations at any time. Please tell us
the reasons for these changes or revise your disclosure throughout the registration
statement as applicable.
            Please contact Melissa Kindelan at 202-551-3564 or Chris Dietz at 202-551-3408 if you
have questions regarding comments on the financial statements and related matters. Please
contact Aliya Ishmukhamedova at 202-551-7519 or Matthew Derby at 202-551-3334 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Kevin (Qixiang) Sun, Esq.