SecProbe.io

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 filename1.htm

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Trade & Services

 100 F Street, NE

 Washington, D.C. 20549

 Attn:
Kate Beukenkamp

 Re:
 Golden Sun Health Technology Group Ltd

 Registration Statement
on Form F-1

 File No.:
333-285857

 Date: March 21, 2025

 Dear Ms. Beukenkamp:

 Pursuant to
Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Golden Sun Health Technology
Group Ltd (the " Company "), hereby requests that the effective date of the Company's Registration Statement
on Form F-1 (File No.: 333-285857) (the " Registration Statement ") be accelerated by
the Securities and Exchange Commission so that the Registration Statement will become effective at 4:00 p.m. Eastern Daylight Time
on March 25, 2025, or as soon as practicable thereafter. The Company hereby authorizes Charles Yongjun Fu of GH Law Firm LLC,
counsel to the Company, to modify or withdraw this request for acceleration orally.

 The Company requests that
we be notified of such effectiveness by a telephone call to Mr. Charles Yongjun Fu at +1 (212) 705-8798 or +1 (917) 608-5229
and that such effectiveness also be confirmed in writing.

 Very truly yours,

 Golden Sun Health Technology Group Ltd

 By:
 /s/
 Xueyuan Weng

 Name:
 Xueyuan Weng

 Title:
 Chief Executive Officer

 cc:
 Charles Yongjun Fu

 GH Law Firm LLC

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 March 18, 2025

 U.S. Securities
and Exchange Commission

 Division
of Corporation Finance

 Office of
Trade & Services

 100 F Street,
NE

 Washington,
D.C. 20549

 Attn: Kate
Beukenkamp

 Re: Golden
Sun Health Technology Group Limited

 CIK No. 0001826376

 Registration
Statement on Form F-1

 File No.:
333-285857

 Withdrawal
of Acceleration Request

 Dear Ms. Beukenkamp:

 Reference
is made to our letter, filed as correspondence via EDGAR on March 17, 2025, in which we requested the acceleration of the effective
date of the above-referenced Registration Statement on Form F-1 (the " Registration Statement ") for March
19, 2025 at 4:00 p.m. EDT, or as soon as thereafter practicable in accordance with Rule 461 of Regulation C promulgated under the Securities
Act of 1933, as amended.

 Withdrawal of Acceleration Request

 We
are no longer requesting that the above-referenced Registration Statement be declared effective on March 19, 2025 at 4:00 p.m. EDT.
Accordingly, we hereby formally withdraw only our request for acceleration of the effective date of the Registration Statement. This
withdrawal does not affect the Registration Statement itself, which remains on file with the SEC. We intend to submit a new
acceleration request for the Registration Statement once the Draft Registration Statement that was confidentially filed on February
26, 2025, has been publicly filed via EDGAR.

 Very truly yours,

 Golden Sun Health Technology Group Ltd

 By:
 /s/ Xueyuan Weng

 Name: Xueyuan Weng

 Title: Chief Executive Officer

 cc:
 Charles Yongjun Fu

 GH Law Firm LLC

CORRESP
 1
 filename1.htm

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Trade & Services

 100 F Street, NE

 Washington, D.C. 20549

 Attn:
Kate Beukenkamp

 Re:
 Golden Sun Health Technology Group Ltd

 Registration Statement
on Form F-1

 File No.: 333-285857

 Date: March 18, 2025

 Dear Ms. Beukenkamp:

 Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Golden Sun Health Technology
Group Ltd (the " Company "), hereby requests that the effective date of the Company's Registration Statement on Form F-1 (File No.: 333-285857) (the " Registration
Statement ") be accelerated by the Securities and Exchange Commission so that the Registration Statement will become effective
at 4:00 p.m. Eastern Daylight Time on March 19, 2025, or as soon as practicable thereafter. The Company hereby authorizes Charles Yongjun
Fu of GH Law Firm LLC, counsel to the Company, to modify or withdraw this request for acceleration orally.

 The Company requests that
we be notified of such effectiveness by a telephone call to Mr. Charles Yongjun Fu at +1 (212) 705-8798 or +1 (917) 608-5229
and that such effectiveness also be confirmed in writing.

 Very truly yours,

 Golden Sun Health Technology Group Ltd

 By:
 /s/
 Xueyuan Weng

 Name:
 Xueyuan Weng

 Title:
 Chief Executive Officer

 cc:
 Charles Yongjun Fu

 GH Law Firm LLC

March 6, 2025
Xueyuan Weng
Chief Executive Officer
Golden Sun Health Technology Group Ltd
Room 503, Building C2, No. 1599
Xinjinqiao Road, Pudong New Area
Shanghai, China 200083
Re:Golden Sun Health Technology Group Ltd
Draft Registration Statement on Form F-1
Submitted February 26, 2025
CIK No. 0001826376
Dear Xueyuan Weng:
            This is to advise you that we do not intend to review your registration statement.
            We request that you publicly file your registration statement no later than 48 hours
prior to the requested effective date and time. Please refer to Rules 460 and 461 regarding
requests for acceleration. We remind you that the company and its management are
responsible for the accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or absence of action by the staff.
            Please contact Kate Beukenkamp at 202-551-3861 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Charles Yongjun Fu

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Golden Sun Education Group Limited

Profit Huiyin Square North Building,

Huashan 2018, Unit 1001,

Xuhui District, Shanghai, China

VIA EDGAR

June 15, 2022

Mr. Donald E. Field

U.S. Securities and Exchange Commission

Division of Corporation

Office of Consumer Products

100 F. Street, N.E.

Washington, D.C. 20549

 Re: Golden Sun Education Group Limited

Registration Statement on Form F-1, as
amended

File No. 333-255891

Dear Mr. Field:

In accordance with Rule 461
of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended,
Golden Sun Education Group Limited hereby requests acceleration of effectiveness of the above referenced Registration Statement so that
it will become effective at 4:00 pm, Eastern Time, on June 21, 2022, or as soon thereafter as practicable.

    Very truly yours,

    Golden Sun Education Group Limited

    By:
    /s/ Xueyuan Weng

    Name:
    Xueyuan Weng

    Title:
    Chief Executive Officer and Chairman of the Board of Directors

cc. Ying Li, Esq., Hunter Taubman Fischer &
Li LLC

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VIA EDGAR

June 15, 2022

    Attention:
    Mr. Donald E. Field

    Re:
    Golden Sun Education Group Limited

    Registration Statement on
Form F-1, as amended

    File No. 333-255891

Dear Mr. Field:

Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), Network 1 Financial Securities,
Inc., the underwriter (the “Underwriter”), hereby joins in the request of Golden Sun Education Group Limited (the “Registrant”),
for the acceleration of the effective date of the Registrant’s Registration Statement on Form F-1 (File No. 333-255891) (as amended,
the “Registration Statement”), so that the Registration Statement may be declared effective on June 21, 2022, at 4 p.m. Eastern
Time, or as soon thereafter as practicable. The undersigned, as the Underwriter, confirms that it is aware of its obligations under the
Securities Act.

The undersigned confirms that it has complied with and will continue to comply with, and it has been informed or will
be informed by participating dealers that they have complied with or will comply with, Rule 15c2-8 promulgated under the Securities Exchange
Act of 1934, as amended, in connection with the above-referenced issue.

    Very truly yours,

    Network 1 Financial Securities, Inc.

    By:
    /s/ Adam Pasholk

    Name:
    Adam Pasholk

    Title:
    Managing Director

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May
31, 2022

VIA
EDGAR

Mr.
Donald Field

Division
of Corporation

Office
of Trade & Services

U.S.
Securities and Exchange Commission

 Re: Golden
                                            Sun Education Group Limited

    Amendment
                                            No. 7 to Registration Statement on Form F-1

    Filed
                                            May 6, 2022

    File
                                            No. 333-255891

Dear
Mr. Field:

This
letter is in response to the letter dated May 27, 2022, from the staff (the “Staff”) of the U.S. Securities and Exchange
Commission (the “Commission”) addressed to Golden Sun Education Group Limited (the “Company”, “we”,
or “our”). For ease of reference, we have recited the Commission’s comments in this response and numbered them accordingly.
An amendment to the Company’s registration statement on Form F-1 (the “Amendment”) is being filed to accompany this
letter.

Amendment
No. 7 to Registration Statement on Form F-1

Cover
Page

1. Please
                                       amend the prospectus cover page and in the summary risk factors and risk factors  sections to
                                       state that, to the extent cash or assets in the business is in the PRC or Hong Kong or a PRC or
                                       Hong Kong entity, the funds or assets may not be available to fund operations or for other use
                                       outside of the PRC or Hong Kong due to interventions in or the imposition of restrictions and
                                       limitations on the ability of you or your subsidiaries by the PRC government to transfer cash
                                       or assets. On the prospectus cover page, provide cross-references to these other discussions.

Response:
We acknowledge Staff’s comment and revised the cover page, the summary risk factors and risk factors sections to state that,
to the extent cash or assets of our business, or of our PRC or Hong Kong subsidiaries, is in the PRC or Hong Kong, such cash or assets
may not be available to fund operations or for other use outside of the PRC or Hong Kong, due to interventions in or the imposition of
restrictions and limitations by the PRC government to the transfer of cash or assets. On the prospectus cover page, we provided cross-references
to these other discussions.

2. To
                                       the extent you have cash management policies that dictate how funds are transferred between you,
                                       your subsidiaries, or investors, summarize the policies on your prospectus cover page and in the
                                       summary, and disclose the source of such policies (e.g., whether they are contractual in nature,
                                       pursuant to regulations, etc.); alternatively, state on the prospectus cover page and in the summary
                                       that you have no such cash management policies that dictate how funds are transferred. Provide
                                       a cross-reference on the prospectus cover page to the discussion of this issue in the summary.

Response:
We acknowledge Staff’s comment and stated on the prospectus cover page and in the summary that we have no such cash management
policies that dictate how funds are transferred.

Conventions
that Apply to this Prospectus, page ii

3. Please
                                       revise the definition of “China” and the “PRC,” so that it does not exclude
                                       Hong Kong or Macau. Revise the disclosure in your prospectus accordingly. You may contact Abe
                                       Friedman at 202-551-8298 or Rufus Decker at 202-551-3769 if you have questions regarding comments
                                       on the financial statements and related matters. Please contact Donald Field at 202-551-3680 or
                                       Lilyanna Peyser at 202-551-3222 with any other questions.

Response:
We acknowledge Staff’s comment and revised the definition of “China” and the “PRC,” so that it does not exclude
Hong Kong or Macau.

We
appreciate the assistance the Staff has provided with its comments. If you have any questions, please do not hesitate to call our counsel,
Ying Li, Esq., of Hunter Taubman Fischer & Li LLC, at (212) 530-2206.

    Very truly
    yours,

    /s/
    Xueyuan Weng

    Name:
    Xueyuan Weng

    Title:
    Chief Executive Officer

Cc:
Ying Li, Esq.

Hunter
Taubman Fischer & Li LLC

United States securities and exchange commission logo
May 27, 2022
Xueyuan Weng
Chief Executive Officer
Golden Sun Education Group Limited
Profit Huiyin Square North Building
Huashan 2088, Unit 1001
Xuhui District, Shanghai, China
Re:Golden Sun Education Group Limited
Amendment No. 7 to Registration Statement on Form F-1
Filed May 6, 2022
File No. 333-255891
Dear Mr. Weng:
            We have reviewed your amended 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 amending your registration statement and providing the
requested information.  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 any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Amendment No. 7 to Registration Statement on Form F-1
Cover Page
1.Please amend the prospectus cover page and in the summary risk factors and risk factors
sections to state that, to the extent cash or assets in the business is in the PRC or Hong
Kong or a PRC or Hong Kong entity, the funds or assets may not be available to fund
operations or for other use outside of the PRC or Hong Kong due to interventions in or the
imposition of restrictions and limitations on the ability of you or your subsidiaries by the
PRC government to transfer cash or assets.  On the prospectus cover page, provide cross-
references to these other discussions.

 FirstName LastNameXueyuan Weng
 Comapany NameGolden Sun Education Group Limited
 May 27, 2022 Page 2
 FirstName LastName
Xueyuan Weng
Golden Sun Education Group Limited
May 27, 2022
Page 2
2.To the extent you have cash management policies that dictate how funds are transferred
between you, your subsidiaries, or investors, summarize the policies on your prospectus
cover page and in the summary, and disclose the source of such policies (e.g., whether
they are contractual in nature, pursuant to regulations, etc.); alternatively, state on the
prospectus cover page and in the summary that you have no such cash management
policies that dictate how funds are transferred.  Provide a cross-reference on the
prospectus cover page to the discussion of this issue in the summary.
Conventions that Apply to this Prospectus, page ii
3.Please revise the definition of "China" and the "PRC," so that it does not exclude Hong
Kong or Macau.  Revise the disclosure in your prospectus accordingly.
            You may contact Abe Friedman at 202-551-8298 or Rufus Decker at 202-551-3769 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Donald Field at 202-551-3680 or Lilyanna Peyser at 202-551-3222 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
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May
6, 2022

VIA
EDGAR

Mr.
Donald Field

Division
of Corporation

Office
of Trade & Services

U.S.
Securities and Exchange Commission

Re:
  Golden Sun Education Group Limited

Amendment
No. 6 to Registration Statement on Form F-1

Filed
April 1, 2022

File
No. 333-255891

Dear
Mr. Field:

This
letter is in response to the letter dated April 29, 2022, from the staff (the “Staff”) of the U.S. Securities and Exchange
Commission (the “Commission”) addressed to Golden Sun Education Group Limited (the “Company”, “we”,
or “our”). For ease of reference, we have recited the Commission’s comments in this response and numbered them accordingly.
An amendment to the Company’s registration statement on Form F-1 (the “Amendment”) is being filed to accompany this
letter.

Amendment
No. 6 to Registration Statement on Form F-1

Prospectus
Cover Page

1. Please
                                            revise the 4th paragraph to acknowledge that Chinese regulatory authorities could disallow
                                            your corporate structure, which would likely result in a material change in your operations
                                            and/or a material change in the value of the securities you are registering for sale, including
                                            that it could cause the value of such securities to significantly decline or become worthless.

Response:
We acknowledge Staff’s comment and revised the 4th paragraph on the cover page of the prospectus to acknowledge that Chinese
regulatory authorities could disallow our corporate structure, which would likely result in a material change in our operations
and/or a material change in the value of the securities we are registering for sale, including that it could cause the value of such
securities to significantly decline or become worthless.

Approvals
from the PRC Authorities to Issue Our Ordinary Shares to Foreign Investors, page 6

2. We
                                            note your statements that “it is uncertain whether we or our PRC subsidiaries will be
                                            required to obtain approvals from the PRC government to offer securities to foreign investors
                                            in the future, and whether we would be able to obtain such approvals” and that “[i]f
                                            we are unable to obtain such approvals if required in the future, or inadvertently conclude
                                            that such approvals are not required then the value of our Ordinary Shares may depreciate
                                            significantly or become worthless.” Please expand these statements to include approvals
                                            from the PRC government to conduct your operations.

Response:
We acknowledge Staff’s comment and added a section, “Approvals from the PRC Authorities to Conduct Our Operations”,
on page 6 of the Amendment, to expand these statements to include approvals from the PRC government to conduct our operations.

PCAOB’s
Determinations on Public Accounting Firms Headquartered in Mainland China and in Hong Kong, page 7

3. Please
                                            revise to include a discussion of the AHFCAA.

Response:
We acknowledge Staff’s comment and revised the disclosure on page 8 of the Amendment to include a discussion of the Accelerating
Holding Foreign Companies Accountable Act.

Summary
of Risk Factors, page 8

4. We
                                            note your response to our prior comment 5 and reissue. Please revise this section to provide
                                            specific cross-references for each of the risks discussed under “Risks Relating to Doing
                                            Business in the PRC” to the more detailed discussions of these risks in the prospectus.
                                            In this regard, the specific cross-references should include the specific risk factor title,
                                            as applicable, and associated page number.

Response:
We acknowledge Staff’s comment and revised the disclosure on pages 8-10 of the Amendment to provide specific cross-references for
each of the risks discussed under “Risks Relating to Doing Business in the PRC” to the more detailed discussions of these risks
in the prospectus, including the specific risk factor titles, as applicable, and associated page numbers.

We
appreciate the assistance the Staff has provided with its comments. If you have any questions, please do not hesitate to call our counsel,
Ying Li, Esq., of Hunter Taubman Fischer & Li LLC, at (212) 530-2206.

    Very
    truly yours,

    /s/
    Xueyuan Weng

    Name:
    Xueyuan
    Weng

    Title:
    Chief
    Executive Officer

Cc:
Ying Li, Esq.

Hunter
Taubman Fischer & Li LLC

United States securities and exchange commission logo
April 29, 2022
Xueyuan Weng
Chief Executive Officer
Golden Sun Education Group Limited
Profit Huiyin Square North Building
Huashan 2088, Unit 1001
Xuhui District, Shanghai, China
Re:Golden Sun Education Group Limited
Amendment No. 6 to Registration Statement on Form F-1
Filed April 1, 2022
File No. 333-255891
Dear Mr. Weng:
            We have reviewed your amended 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 amending your registration statement and providing the
requested information.  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 any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our March 10, 2022 letter.
Amendment No. 6 to Registration Statement on Form F-1
Prospectus Cover Page
1.Please revise the 4th paragraph to acknowledge that Chinese regulatory authorities could
disallow your corporate structure, which would likely result in a material change in your
operations and/or a material change in the value of the securities you are registering for
sale, including that it could cause the value of such securities to significantly decline or
become worthless.

 FirstName LastNameXueyuan Weng
 Comapany NameGolden Sun Education Group Limited
 April 29, 2022 Page 2
 FirstName LastName
Xueyuan Weng
Golden Sun Education Group Limited
April 29, 2022
Page 2
Approvals from the PRC Authorities to Issue Our Ordinary Shares to Foreign Investors, page 6
2.We note your statements that "it is uncertain whether we or our PRC subsidiaries will be
required to obtain approvals from the PRC government to offer securities to foreign
investors in the future, and whether we would be able to obtain such approvals" and that
"[i]f we are unable to obtain such approvals if required in the future, or inadvertently
conclude that such approvals are not required then the value of our Ordinary Shares may
depreciate significantly or become worthless."  Please expand these statements to include
approvals from the PRC government to conduct your operations.
PCAOB's Determinations on Public Accounting Firms Headquartered in Mainland China and in
Hong Kong, page 7
3.Please revise to include a discussion of the AHFCAA.
Summary of Risk Factors, page 8
4.We note your response to our prior comment 5 and reissue.  Please revise this section to
provide specific cross-references for each of the risks discussed under "Risks Relating to
Doing Business in the PRC" to the more detailed discussions of these risks in the
prospectus.  In this regard, the specific cross-references should include the specific risk
factor title, as applicable, and associated page number.
            You may contact Abe Friedman at 202-551-8298 or Rufus Decker at 202-551-3769 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Donald Field at 202-551-3680 or Lilyanna Peyser at 202-551-3222 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
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April
1, 2022

VIA
EDGAR

Mr.
Donald Field

Division
of Corporation

Office
of Trade & Services

U.S.
Securities and Exchange Commission

Re:
Golden Sun Education Group Limited

Amendment
No. 5 to Registration Statement on Form F-1

Filed
February 11, 2022

File
No. 333-255891

Dear
Mr. Field:

This
letter is in response to the letter dated March 10, 2022, from the staff (the “Staff”) of the U.S. Securities and Exchange
Commission (the “Commission”) addressed to Golden Sun Education Group Limited (the “Company”, “we”,
or “our”). For ease of reference, we have recited the Commission’s comments in this response and numbered them accordingly.
An amendment to the Company’s registration statement on Form F-1 (the “Amendment”) is being filed to accompany this
letter.

Amendment
No. 5 to Registration Statement on Form F-1

Cover
Page

1. Please
                                            revise the prospectus cover page to 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, its subsidiaries, and the consolidated VIEs (although
                                            they have subsequently been divested), or to investors, and quantify the amounts where applicable.
                                            Provide cross-references to the condensed consolidating schedule and the consolidated financial
                                            statements. Please revise the eleventh paragraph to state, as you do on page 15, that Mr.
                                            Xueyuan Weng will have the ability to control the outcome of matters submitted to your shareholders
                                            for approval, including the election of your directors and the approval of any change in
                                            control transaction.

Response:
We acknowledge Staff’s comment and revised the cover page to provide a description of how cash is transferred through our organization,
including whether any transfers, dividends, or distributions have been made to date between the holding company, its subsidiaries, and
the consolidated VIEs, or to investors. We provided cross-references to the condensed consolidating schedule and the consolidated financial
statements. We also revised the eleventh paragraph, to state that Mr. Xueyuan Weng will have the ability to control the outcome of matters
submitted to our shareholders for approval, including the election of our directors and the approval of any change in control transaction,
with the exception of any special resolutions, as such terms are defined in the amended and restated memorandum and articles of association
of the Company, that require to be passed by a majority of not less than two-thirds of shareholders who are eligible to vote.

Our
Past Performance, page 5

2. Please
                                            revise to add net income or loss to the associated tables.

Response:
We acknowledge Staff’s comment and added net income or loss to the associated tables on pages 5 and 75 of the Amendment.

The
PRC Education Industry, page 5

3. We
                                            note that certain of your tutorial centers are registered as for-profit and others as not-for-profit
                                            and to date such designation has not affected your operations and revenue. Given the company's
                                            divestiture of private schools providing compulsory education and the company's increased
                                            focus on tutorial services, please revise to quantify the portion of your revenue which is
                                            generated from for-profit versus not-for-profit schools. Please provide enough information
                                            so investors can appreciate the portion of your remaining revenue stream which may be subject
                                            to further governmental restrictions or regulations.

Response:
We acknowledge Staff’s comment and revised disclosure on page 5 of the Amendment to include the amounts and percentages of revenues
generated from for-profit and not-for-profit entities, so investors can appreciate the portion of our remaining revenue stream which
may be subject to further governmental restrictions or regulations.

Approvals
from the PRC Authorities to Issue Our Ordinary Shares to Foreign Investors, page 6

4. We
                                            note your risk factor on page 27 (third paragraph) contains additional information regarding
                                            whether you believe the company may be subject to a cybersecurity or network data security
                                            review. Please revise this section to address these potential reviews and why you do not
                                            believe you will be subject to such reviews.

Response:
We acknowledge Staff’s comment and revised disclosure on page 6 of the Amendment to address these reviews and why we do not believe
we will be subject to such reviews.

Prospectus
Summary

Summary
of Risk Factors, page 8

5. We
                                            note your references to the page numbers on which the more detailed risk factors appear.
                                            Please revise to provide these cross-references by identifying the more detailed risk factors
                                            by title.

Response:
We acknowledge Staff’s comment and revised the “Summary of Risk Factors” to provide cross-references by identifying
the more detailed risk factors by title and removed references to the page numbers on which the more detailed risk factors appear.

    2

Selected
Condensed Consolidated Financial Schedule of Golden Sun Cayman and Its

Subsidiaries
and VIEs, page 12

6. Please
                                            revise your schedules to disaggregate the results, financial position, and cash flows for
                                            your WFOE, Hong Kong, and PRC subsidiaries, separately.

Response:
We acknowledge Staff’s comment and revised the schedules to disaggregate the results, financial position, and cash flows for WFOE,
Hong Kong, and PRC subsidiaries, separately.

7. Please
                                            revise your condensed consolidated statements of income to present major line items, such
                                            as cost of goods/services and subtotals.

Response:
We acknowledge Staff’s comment and revised the condensed consolidated statements of income to present major line items, such as
cost of goods/services and subtotals.

8. We
                                            note from page F-19 that you received economic benefits from Chongwen Middle School and Ouhai
                                            Art School prior to their divestiture. Please present intercompany balances, activities,
                                            and cash flows separately within your schedules, including amounts related to the economic
                                            benefits received from the VIEs.

Response:
We acknowledge Staff’s comment and revised schedules to present intercompany balances, activities, and cash flows separately, including
amounts related to the economic benefits received from the VIEs.

Consolidated
Balance Sheets, page F-3

9. Please
                                            tell us your basis for recording your “deemed distribution” as a reduction of
                                            Equity. In this regard, we note from your disclosure on page 56 that you sold all of your
                                            shares in Golden Sun Shanghai to certain investors and do not appear to reflect a deemed
                                            distribution to all shareholders.

Response:
The Company respectfully advises the Staff that the Company sold all of its shares in Golden Sun Shanghai (the “Divestiture”)
to the Company’s CEO, Mr. Xueyuan Wen, who is the controlling shareholder of the Company, and his wife, for a nominal consideration
of Hong Kong Dollar 100,000 (approximately $12,845) (the “Nominal Proceed”). Since the Divestiture transaction was under
common control with no commercial substance, the difference between the carrying amount of the consolidated net assets of Golden Sun
Shanghai and the Nominal Proceed at the time of the Divestiture was accounted as a reduction of additional paid-in capital (the “Deemed
Distribution”) in accordance with ASC805-50-30-5.

We
appreciate the assistance the Staff has provided with its comments. If you have any questions, please do not hesitate to call our counsel,
Ying Li, Esq., of Hunter Taubman Fischer & Li LLC, at (212) 530-2206.

    Very
    truly yours,

    /s/
    Xueyuan Weng

    Name:
    Xueyuan
    Weng

    Title:
    Chief
    Executive Officer

Cc:
Ying Li, Esq.

Hunter
Taubman Fischer & Li LLC

3

United States securities and exchange commission logo
March 10, 2022
Xueyuan Weng
Chief Executive Officer
Golden Sun Education Group Limited
Profit Huiyin Square North Building
Huashan 2088, Unit 1001
Xuhui District, Shanghai, China
Re:Golden Sun Education Group Limited
Amendment No. 5 to Registration Statement on Form F-1
Filed February 11, 2022
File No. 333-255891
Dear Mr. Weng:
            We have reviewed your amended 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 amending your registration statement and providing the
requested information.  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 any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our December 3, 2021 letter.
Amendment No. 5 to Registration Statement on Form F-1
Cover Page
1.Please revise the prospectus cover page to 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, its subsidiaries, and the consolidated
VIEs (although they have subsequently been divested), or to investors, and quantify the
amounts where applicable.  Provide cross-references to the condensed consolidating
schedule and the consolidated financial statements.  Please revise the eleventh paragraph
to state, as you do on page 15, that Mr. Xueyuan Weng will have the ability to control the
outcome of matters submitted to your shareholders for approval, including the election of

 FirstName LastNameXueyuan Weng
 Comapany NameGolden Sun Education Group Limited
 March 10, 2022 Page 2
 FirstName LastNameXueyuan Weng
Golden Sun Education Group Limited
March 10, 2022
Page 2
your directors and the approval of any change in control transaction.
Our Past Performance, page 5
2.Please revise to add net income or loss to the associated tables.
The PRC Education Industry, page 5
3.We note that certain of your tutorial centers are registered as for-profit and others as not-
for-profit and to date such designation has not affected your operations and revenue.
Given the company's divestiture of private schools providing compulsory education and
the company's increased focus on tutorial services, please revise to quantify the portion of
your revenue which is generated from for-profit versus not-for-profit schools.  Please
provide enough information so investors can appreciate the portion of your remaining
revenue stream which may be subject to further governmental restrictions or regulations.
Approvals from the PRC Authorities to Issue Our Ordinary Shares to Foreign Investors , page 6
4.We note your risk factor on page 27 (third paragraph) contains additional information
regarding whether you believe the company may be subject to a cybersecurity or network
data security review.  Please revise this section to address these potential reviews and why
you do not believe you will be subject to such reviews.
Prospectus Summary
Summary of Risk Factors, page 8
5.We note your references to the page numbers on which the more detailed risk factors
appear.  Please revise to provide these cross-references by identifying the more detailed
risk factors by title.
Selected Condensed Consolidated Financial Schedule of Golden Sun Cayman and Its
Subsidiaries and VIEs, page 12
6.Please revise your schedules to disaggregate the results, financial position, and cash flows
for your WFOE, Hong Kong, and PRC subsidiaries, separately.
7.Please revise your condensed consolidated statements of income to present major line
items, such as cost of goods/services and subtotals.
8.We note from page F-19 that you received economic benefits from Chongwen Middle
School and Ouhai Art School prior to their divestiture.  Please present intercompany
balances, activities, and cash flows separately within your schedules, including amounts
related to the economic benefits received from the VIEs.
Consolidated Balance Sheets, page F-3
9.Please tell us your basis for recording your “deemed distribution” as a reduction of Equity.
In this regard, we note from your disclosure on page 56 that you sold all of your shares in

 FirstName LastNameXueyuan Weng
 Comapany NameGolden Sun Education Group Limited
 March 10, 2022 Page 3
 FirstName LastName
Xueyuan Weng
Golden Sun Education Group Limited
March 10, 2022
Page 3
Golden Sun Shanghai to certain investors and do not appear to reflect a deemed
distribution to all shareholders.

 FirstName LastNameXueyuan Weng
 Comapany NameGolden Sun Education Group Limited
 March 10, 2022 Page 4
 FirstName LastName
Xueyuan Weng
Golden Sun Education Group Limited
March 10, 2022
Page 4
            You may contact Abe Friedman at 202-551-8298 or Rufus Decker at 202-551-3769 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Donald Field at 202-551-3680 or Lilyanna Peyser at 202-551-3222 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
1
filename1.htm

February
11, 2022

VIA
EDGAR

Mr.
Donald Field

Division
of Corporation

Office
of Trade & Services

U.S.
Securities and Exchange Commission

 Re: Golden
Sun Education Group Limited

Amendment
No. 4 to Registration Statement on Form F-1

Filed
November 16, 2021

File
No. 333-255891

Dear
Mr. Field:

This
letter is in response to the letter dated December 3, 2021, from the staff (the “Staff”) of the U.S. Securities and Exchange
Commission (the “Commission”) addressed to Golden Sun Education Group Limited (the “Company”, “we”,
or “our”). For ease of reference, we have recited the Commission’s comments in this response and numbered them accordingly.
An amendment to the Company’s registration statement on Form F-1 (the “Amendment”) is being filed to accompany this
letter.

Amendment
No. 4 to Registration Statement on Form F-1

Cover
Page

 1. We
note your disclosure on the prospectus cover page and throughout the filing that you controlled and received economic benefits of Ouhai
Art School and Chongwen Middle School business operations through VIE agreements and that those agreements were designed to provide your
WFOE with the power, rights, and obligations equivalent in all material respects to those it would possess as the principal equity holder
of the VIE. We also note the disclosure that you were the primary beneficiary of the VIEs. However, you or your investors didn’t have
an equity ownership in, direct foreign investment in, or control through such ownership/investment of the VIE. As such, when describing
the VIE agreement was equivalent to an equity ownership in the business of the VIE, any references to control or benefits that accrued
to you because of the VIE should be limited to and clearly describe the conditions you met for consolidation of the VIE under U.S. GAAP
and your disclosure should clarify that, for accounting purposes, you were the primary beneficiary.

Response:
We acknowledge the Staff’s comment and revised the disclosure on the cover page and throughout the Amendment so that any references
to control or benefits that accrued to the Company because of the VIEs were limited to the conditions the Company met for consolidation
of the VIEs under U.S. GAAP, and that the Company was the beneficiary of the VIEs for accounting purposes.

 2. Please
refer to the sixth paragraph of the prospectus cover page. We note your disclosure that the VIE structure was used to replicate foreign
investment in China-based companies. We note, however, that the structure provided contractual exposure to foreign investment in such
companies rather than replicating an investment. Please revise accordingly.

Response:
We acknowledge the Staff’s comment and revised the disclosure on the cover page and throughout the Amendment to clarify that
the VIE structure provided contractual exposure to foreign investment in China-based companies.

 3. Please
refer to the ninth paragraph of the prospectus cover page. Please revise to identify the large shareholder who will control the company
after the offering, as well as to state, if true, that such shareholder will control all matters submitted to a shareholder vote.

Response:
We acknowledge the Staff’s comment and revised the disclosure on the cover page to identify the large shareholder who will
control the Company after the offering. However, such shareholder will not control all matters submitted to a shareholder vote.

 4. Please
discuss whether and how the Chinese government’s recent statements and regulatory actions related to anti-monopoly concerns have or may
impact your ability to conduct your business, accept foreign investments, or list on a U.S. or other foreign exchange.

Response:
We acknowledge the Staff’s comment and revised the disclosure on the cover page to discuss the Chinese government’s recent
statements and regulatory actions related to anti-monopoly concerns and that the Company’s ability to conduct business, accept
foreign investments, or list on a U.S. or other foreign exchange have not been impacted by such statements and regulatory actions from
the Chinese government.

Prospectus
Summary, page 1

 5. Please
disclose whether you are required to obtain any approvals to offer securities to foreign investors, whether you have received such approvals
and the consequences to you and your investors if you do not receive or maintain the approvals, inadvertently conclude that such approvals
are not required, or applicable laws, regulations, or interpretations change and you are required to obtain approval in the future.

Response:
We acknowledge the Staff’s comment and revised the disclosure on page 6 of the Amendment to disclose that we are not required
to obtain any approvals to offer securities to foreign investors and the consequences to us and our investors if we do not receive or
maintain the approvals, inadvertently conclude that such approvals are not required, or applicable laws, regulations, or interpretations
change and we are required to obtain approval in the future.

    2

 6. Disclose
each permission that you or your subsidiaries are required to obtain from Chinese authorities to operate and issue these securities to
foreign investors. State whether you or your subsidiaries are covered by permissions requirements from the CSRC, CAC or any other entity
that is required to approve of your operations, and state affirmatively whether you have received all requisite permissions and whether
any permissions have been denied.

Response:
We acknowledge the Staff’s comment and revised the disclosure on page 6 of the Amendment to state that the Company or its subsidiaries’
operations are not subject to permissions requirements from the CSRC, CAC or any other entity, and state that we have not been denied
such permissions by any PRC authorities.

 7. We
note your response to our prior comment 3 and reissue in part. In your summary of risk factors, disclose the risks that being based in
or having the majority of the company’s operations in China poses to investors. In particular, describe the significant regulatory,
liquidity, and enforcement risks. Additionally, specifically discuss risks arising from the legal system in China, including the risk
that the Chinese government may exert more control over offerings conducted overseas and/or foreign investment in China-based issuers
which could result in a material change in your operations and/or the value of your Class A ordinary shares. Acknowledge any risks that
any actions by the Chinese government to exert more oversight and control over offerings that are conducted overseas hinder your ability
to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless.
Please revise your prospectus summary risk factors to include a cross-reference for each individual bulleted risk to the more detailed
discussion of the risk in the prospectus.

Response:
We acknowledge the Staff’s comment and revised the disclosure in our summary of risk factors to specifically discuss risks
arising from the legal system in China, including the risk that the Chinese government may exert more control over offerings conducted
overseas and/or foreign investment in China-based issuers which could result in a material change in our operations and/or the value
of our Class A ordinary shares, and acknowledge any risks that any actions by the Chinese government to exert more oversight and control
over offerings that are conducted overseas hinder our ability to offer or continue to offer securities to investors and cause the value
of such securities to significantly decline or be worthless. We also revised the prospectus summary risk factors to include a cross-reference
for each individual bulleted risk to the more detailed discussion of the risk in the prospectus.

    3

 8. Disclose
that trading in your securities may be prohibited under the Holding Foreign Companies Accountable Act if the PCAOB determines that it
cannot inspect or fully investigate your auditor, and that as a result an exchange may determine to delist your securities. If the PCAOB
has been or is currently unable to inspect your auditor, revise your disclosure to so state.

Response:
We acknowledge the Staff’s comment and revised the disclosure on the prospectus cover and pages 7 and 28 of the Amendment to
state that our auditor is headquartered in New York, and is not subject to the PCAOB’s determinations announced on December 16,
2021. We also disclosed the risk that if the PCAOB determines that it cannot inspect or fully investigate our auditor, trading in our
securities will be prohibited under the Holding Foreign Companies Accountable Act and as a result an exchange may determine to delist
our securities.

The
Reorganization, page 1

 9. Please
revise to quantify the percentage of revenue that these business contributed to the company for the periods reflected in your financial
statements. Please include enough information so investors can appreciate the impact this reorganization will have on the company’s business
and operations.

Response:
We acknowledge the Staff’s comment and revised the disclosure on the prospectus cover and page 1 of the Amendment to quantify
the percentage of revenue that these businesses contributed to the Company for the periods reflected in the financial statements.

Dividend
Distribution, page 6

 10. Quantify
any cash flows and transfers of other assets by type that have occurred between the holding company, its subsidiaries, and consolidated
VIEs, and direction of transfer. Quantify any dividends or distributions that a subsidiary or consolidated VIE have made to the holding
company and which entity made such transfer, and their tax consequences. Similarly quantify dividends or distributions made to U.S. investors,
the source, and their tax consequences.

Response:
We acknowledge the Staff’s comment and revised our disclosure on page 6 of the Amendment to clarify that (1) no cash transfer
or transfer of other assets have occurred among the Company, its subsidiaries, and the VIEs, (2) no dividends or distributions have been
made by a subsidiary or the VIEs to their respective holding company, and (3) the Company has not made any dividends or distributions
to U.S. investors.

Selected
Condensed Consolidated Financial Schedule of Golden Sun Cayman and Its

Subsidiaries
and VIEs, page 11

    4

 11. We
note that the activity of the VIE is reflected in the line items titled “investments in subsidiaries and VIEs” and “income
from equity method investment” in the parent’s financial statements. Please provide a roll-forward of the investment in subsidiaries
and VIEs line item.

Response:
We acknowledge the Staff’s comment and revised the disclosure on pages 14 of the Amendment to provide a roll-forward of the
investment in subsidiaries and VIEs line item.

Risk
Factors, page 15

 12. We
note from the audit opinion and your risk factor on page 27 that you have a U.S. based auditor that is registered with the PCAOB and
currently subject to PCAOB inspection. Please disclose any material risks to the company and investors if it is later determined that
the PCAOB is unable to inspect or investigate completely your auditor because of a position taken by an authority in a foreign jurisdiction.
For example, disclose the risk that lack of inspection could cause trading in your securities to be prohibited under the Holding Foreign
Companies Accountable Act and as a result an exchange may determine to delist your securities.

Response:
We acknowledge the Staff’s comment and revised the disclosure on the prospectus cover and pages 7 and 28 of the Amendment to
state that our auditor is headquartered in New York, and is not subject to the PCAOB’s determinations announced on December 16,
2021. We also disclosed the risk that lack of inspection could cause trading in our securities to be prohibited under the Holding Foreign
Companies Accountable Act and as a result an exchange may determine to delist our securities.

 13. Please
expand your risk factor disclosure to discuss that the United States Senate passed the Accelerating Holding Foreign Companies Accountable
Act, which, if enacted, would decrease the number of non-inspection years from three years to two, thus reducing the time period before
your securities may be prohibited from trading or delisted.

Response:
We acknowledge the Staff’s comment and revised the disclosure on page 28 of the Amendment to discuss that the United States
Senate passed the Accelerating Holding Foreign Companies Accountable Act, which, if enacted, would decrease the number of non-inspection
years from three years to two, thus reducing the time period before our securities may be prohibited from trading or delisted.

Compensation
of Directors and Executive Officers, page 112

 14. Please
update this section for the fiscal year ended September 30, 2021. Refer to Item 6.B of Form 20-F.

Response:
We acknowledge the Staff’s comment and revised our disclosure on page 103 of the Amendment to update this section for the fiscal
year ended September 30, 2021.

Related
Party Transactions, page 118

    5

 15. Please
update this section as of the date of the prospectus. Refer to Item 7.B of Form 20- F.

Response:
We acknowledge the Staff’s comment and updated this section as of the date of the prospectus.

Consolidated
Financial Statements

Note
15 - Subsequent Events

Pro
Forma Presentation, page F-33

 16. Certain
subtotals from your “Pro Forma Condensed Consolidated Balance Sheets” for your continuing operations and items classified as
held for sale, do not agree with the individual subtotals for your subsidiaries and VIEs, as shown in your “Selected Condensed Consolidated
Balance Sheets” on page 12. Please revise or advise.

Response:
We acknowledge the Staff’s comment and have included the revised and restated financial statements and notes in the Amendment.

We
appreciate the assistance the Staff has provided with its comments. If you have any questions, please do not hesitate to call our counsel,
Ying Li, Esq., of Hunter Taubman Fischer & Li LLC, at (212) 530-2206.

    Very
    truly yours,

    /s/
    Xueyuan Weng

    Name:
    Xueyuan
    Weng

    Title:
    Chief
    Executive Officer

 Cc: Ying
Li, Esq.

Hunter
Taubman Fischer & Li LLC

6

United States securities and exchange commission logo
December 3, 2021
Xueyuan Weng
Chief Executive Officer
Golden Sun Education Group Limited
Profit Huiyin Square North Building
Huashan 2088, Unit 1001
Xuhui District, Shanghai, China
Re:Golden Sun Education Group Limited
Amendment No. 4 to Registration Statement on Form F-1
Filed November 16, 2021
File No. 333-255891
Dear Mr. Weng:
            We have reviewed your amended 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 amending your registration statement and providing the
requested information.  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 any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our September 21, 2021 letter.
Amendment No. 4 to Registration Statement on Form F-1
Cover Page
1.We note your disclosure on the prospectus cover page and throughout the filing that you
controlled and received economic benefits of Ouhai Art School and Chongwen Middle
School business operations through VIE agreements and that those agreements were
designed to provide your WFOE with the power, rights, and obligations equivalent in all
material respects to those it would possess as the principal equity holder of the VIE.  We
also note the disclosure that you were the primary beneficiary of the VIEs.  However, you
or your investors didn't have an equity ownership in, direct foreign investment in, or
control through such ownership/investment of the VIE.  As such, when describing the

 FirstName LastNameXueyuan Weng
 Comapany NameGolden Sun Education Group Limited
 December 3, 2021 Page 2
 FirstName LastNameXueyuan Weng
Golden Sun Education Group Limited
December 3, 2021
Page 2
design of the VIE agreements and related outcome, please refrain from implying that the
VIE agreement was equivalent to an equity ownership in the business of the VIE.  Any
references to control or benefits that accrued to you because of the VIE should be limited
to and clearly describe the conditions you met for consolidation of the VIE under U.S.
GAAP and your disclosure should clarify that, for accounting purposes, you were the
primary beneficiary.
2.Please refer to the sixth paragraph of the prospectus cover page.  We note your disclosure
that the VIE structure was used to replicate foreign investment in China-based
companies.  We note, however, that the structure provided contractual exposure to foreign
investment in such companies rather than replicating an investment.  Please revise
accordingly.
3.Please refer to the ninth paragraph of the prospectus cover page.  Please revise to identify
the large shareholder who will control the company after the offering, as well as to state, if
true, that such shareholder will control all matters submitted to a shareholder vote.
4.Please discuss whether and how the Chinese government's recent statements and
regulatory actions related to anti-monopoly concerns have or may impact your ability to
conduct your business, accept foreign investments, or list on an U.S. or other foreign
exchange.
Prospectus Summary, page 1
5.Please disclose whether you are required to obtain any approvals to offer securities to
foreign investors, whether you have received such approvals and the consequences to you
and your investors if you do not receive or maintain the approvals, inadvertently conclude
that such approvals are not required, or applicable laws, regulations, or interpretations
change and you are required to obtain approval in the future.
6.Disclose each permission that you or your subsidiaries are required to obtain from Chinese
authorities to operate and issue these securities to foreign investors.  State whether you or
your subsidiaries are covered by permissions requirements from the CSRC, CAC or any
other entity that is required to approve of your operations, and state affirmatively whether
you have received all requisite permissions and whether any permissions have been
denied.
7.We note your response to our prior comment 3 and reissue in part.  In your summary of
risk factors, disclose the risks that being based in or having the majority of the company’s
operations in China poses to investors.  In particular, describe the significant regulatory,
liquidity, and enforcement risks.  Additionally, specifically discuss risks arising from the
legal system in China, including the risk that the Chinese government may exert more
control over offerings conducted overseas and/or foreign investment in China-based
issuers which could result in a material change in your operations and/or the value of your
Class A ordinary shares.  Acknowledge any risks that any actions by the Chinese
government to exert more oversight and control over offerings that are conducted overseas

 FirstName LastNameXueyuan Weng
 Comapany NameGolden Sun Education Group Limited
 December 3, 2021 Page 3
 FirstName LastNameXueyuan Weng
Golden Sun Education Group Limited
December 3, 2021
Page 3
and/or foreign investment in China-based issuers could significantly limit or completely
hinder your ability to offer or continue to offer securities to investors and cause the value
of such securities to significantly decline or be worthless. Please revise your prospectus
summary risk factors to include a cross-reference for each individual bulleted risk to the
more detailed discussion of the risk in the prospectus.
8.Disclose that trading in your securities may be prohibited under the Holding Foreign
Companies Accountable Act if the PCAOB determines that it cannot inspect or fully
investigate your auditor, and that as a result an exchange may determine to delist your
securities.  If the PCAOB has been or is currently unable to inspect your auditor, revise
your disclosure to so state.
The Reorganization, page 1
9.Please revise to quantify the percentage of revenue that these business contributed to the
company for the periods reflected in your financial statements.  Please include enough
information so investors can appreciate the impact this reorganization will have on the
company's business and operations.
Dividend Distribution, page 6
10.Quantify any cash flows and transfers of other assets by type that have occurred between
the holding company, its subsidiaries, and consolidated VIEs, and direction of transfer.
Quantify any dividends or distributions that a subsidiary or consolidated VIE have made
to the holding company and which entity made such transfer, and their tax consequences.
Similarly quantify dividends or distributions made to U.S. investors, the source, and their
tax consequences.
Selected Condensed Consolidated Financial Schedule of Golden Sun Cayman and Its
Subsidiaries and VIEs, page 11
11.We note that the activity of the VIE is reflected in the line items titled “investments in
subsidiaries and VIEs” and “income from equity method investment” in the parent’s
financial statements.  Please provide a roll-forward of the investment in subsidiaries and
VIEs line item.
Risk Factors, page 15
12.We note from the audit opinion and your risk factor on page 27 that you have a U.S. based
auditor that is registered with the PCAOB and currently subject to PCAOB inspection.
Please disclose any material risks to the company and investors if it is later determined
that the PCAOB is unable to inspect or investigate completely your auditor because of a
position taken by an authority in a foreign jurisdiction.  For example, disclose the risk that
lack of inspection could cause trading in your securities to be prohibited under the
Holding Foreign Companies Accountable Act and as a result an exchange may determine
to delist your securities.

 FirstName LastNameXueyuan Weng
 Comapany NameGolden Sun Education Group Limited
 December 3, 2021 Page 4
 FirstName LastName
Xueyuan Weng
Golden Sun Education Group Limited
December 3, 2021
Page 4
13.Please expand your risk factor disclosure to discuss that the United States Senate passed
the Accelerating Holding Foreign Companies Accountable Act, which, if enacted, would
decrease the number of non-inspection years from three years to two, thus reducing the
time period before your securities may be prohibited from trading or delisted.
Compensation of Directors and Executive Officers, page 112
14.Please update this section for the fiscal year ended September 30, 2021.  Refer to Item 6.B
of Form 20-F.
Related Party Transactions, page 118
15.Please update this section as of the date of the prospectus.  Refer to Item 7.B of Form 20-
F.
Consolidated Financial Statements
Note 15 - Subsequent Events
Pro Forma Presentation, page F-33
16.Certain subtotals from your "Pro Forma Condensed Consolidated Balance Sheets" for
your continuing operations and items classified as held for sale, do not agree with the
individual subtotals for your subsidiaries and VIEs, as shown in your "Selected
Condensed Consolidated Balance Sheets" on page 12. Please revise or advise.
            You may contact Abe Friedman at 202-551-8298 or Rufus Decker at 202-551-3769 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Donald Field at 202-551-3680 or Lilyanna Peyser at 202-551-3222 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
1
filename1.htm

November
16, 2021

Via
Edgar

Mr.
Donald Field

Division
of Corporation

Office
of Trade & Services

U.S.
Securities and Exchange Commission

    Re:
    Golden Sun Education Group
    Limited

Amendment
No. 3 to Registration Statement on Form F-1

Filed
August 30, 2021

File
No. 333-255891

Dear
Mr. Field:

This
letter is in response to the letter dated September 21, 2021, from the staff (the “Staff”) of the U.S. Securities and Exchange
Commission (the “Commission”) addressed to Golden Sun Education Group Limited (the “Company”, “we”,
or “our”). For ease of reference, we have recited the Commission’s comments in this response and numbered them accordingly.
An amendment to the Company’s registration statement on Form F-1 (the “Amendment”) is being filed to accompany this
letter.

Amendment
No. 3 to Registration Statement on Form F-1

General

1. Please
                                            revise the registration statement throughout, including the cover page and Prospectus Summary,
                                            to address how recent statements and regulatory actions by China’s government, such
                                            as those related to the regulation of private schools, tutoring institutions and for-profit
                                            tutoring, has or may impact the company’s ability to conduct its business and operations,
                                            accept foreign investments, or list on an U.S. or other foreign exchange. In this regard,
                                            we note certain press reports regarding the Chinese government's recent prohibition on private
                                            tutors giving online classes and the Chinese government's continued focus on limiting all
                                            for-profit tutoring. We also note that the Implementing Regulation became effective on September
                                            1, 2021. Please revise the registration statement throughout as applicable.

Response:
The Company has revised the registration statement throughout, including the cover page and Prospectus Summary, to address how recent
statements and regulatory actions by China’s government, such as those related to the regulation of private schools, tutoring institutions
and for-profit tutoring, have (or may) impacted the company’s ability to conduct its business and operations, accept foreign investments,
or list on an U.S. or other foreign exchange.

Cover
Page

2. We
                                            note your response to our prior comment 1 and reissue in part. Please refer to the prospectus
                                            cover page and the fourth paragraph. Please revise the first sentence to clarify that you
                                            are not a Chinese operating company but rather a holding company incorporated in the Cayman
                                            Islands. Additionally, please clarify that investors may never directly hold equity interests
                                            in a Chinese operating company. Please revise to clearly state that the VIE structure is
                                            being used to replicate foreign investment in a Chinese-based company because Chinese law
                                            prohibits direct foreign investment in education-based businesses, as opposed to saying that
                                            you control and receive economic benefits of your VIE's business operations through contractual
                                            arrangements.

Response:
The Company revised the first sentence of the fourth paragraph on the Cover Page to clarify that it is not a Chinese operating company,
but rather a holding company incorporated in the Cayman Islands. The Company also revised the cover page to clarify that investors may
never directly hold equity interests in its Chinese operating subsidiaries.

We respectfully
advise the Staff that, in order to be compliant with the revised Implementing Regulation (as defined in the registration statement), which
became effective on September 1, 2021, the Company underwent a reorganization to divest its businesses operated via VIE structures (specifically,
the Ouhai Art School and Chongwen Middle School), as described in detail in the registration statement under the heading, “Prospectus
Summary – The Reorganization”; therefore, the Company no longer uses VIE structures to replicate foreign investment
in a China-based company.

Prospectus
Summary, page 1

3. We
                                            note your response to our prior comment 9 and reissue in part. In your summary of risk factors,
                                            specifically discuss risks arising from the legal system in China, including risks and uncertainties
                                            regarding the enforcement of laws and that rules and regulations in China can change quickly
                                            with little advance notice; and the risk that the Chinese government may exert more control
                                            over offerings conducted overseas and/or foreign investment in China-based issuers which
                                            could result in a material change in your operations and/or the value of your Class A ordinary
                                            shares. Acknowledge any risks that any actions by the Chinese government to exert more oversight
                                            and control over offerings that are conducted overseas and/or foreign investment in China-based
                                            issuers could significantly limit or completely hinder your ability to offer or continue
                                            to offer securities to investors and cause the value of such securities to significantly
                                            decline or be worthless.

Response:
We have revised our summary of risk factors to specifically discuss risks arising from the legal system in China, including risks and
uncertainties regarding the enforcement of laws and that rules and regulations in China can change quickly with little advance notice;
and the risk that the Chinese government may exert more control over offerings conducted overseas and/or foreign investment in China-based
issuers which could result in a material change in our operations and/or the value of our Class A ordinary shares.

The
PRC Education Industry, page 6

4. We
                                            note your response to our prior comment 11 and reissue in part. Please expand the fourth
                                            paragraph to discuss in greater detail the Chinese government's recent laws, guidelines and
                                            regulatory actions related to private schools, tutoring institutions and for-profit tutoring.
                                            Please also add a new stand alone risk factor which specifically addresses these new laws,
                                            guidelines and regulatory actions and their impact on the company's business and operations.
                                            Please also include a bullet and cross reference in your summary of risk factors on page
                                            8.

Response:
We have revised pages 5 and 6 of the Amendment to discuss in greater detail the Chinese government's recent laws, guidelines and regulatory
actions related to private schools, tutoring institutions and for-profit tutoring. We have also expanded a stand-alone risk factor entitled
“New legislation or changes in the PRC regulatory requirements regarding private education have affected, and may further affect
our business operations and prospects materially and adversely” to specifically addresses these new laws, guidelines and regulatory
actions and their impact on the company's business and operations on page 21 of the Amendment, and included a bullet and cross reference
in your summary of risk factors on page 7.

    2

Ouhai
Art School, page 60

5. We
                                            note that your PRC counsel has provided two opinions regarding your VIE structure and Ouhai
                                            Art School. Please tell us what consideration you have given to asking your PRC counsel to
                                            address your VIE structure and its compliance with the Implementing Regulation which became
                                            effective on September 1, 2021. Please also revise the Chongwen Middle School section, fifth
                                            paragraph, on page 63 in a similar manner.

Response: In order
to become compliant with the revised Implementing Regulation, which became effective on September 1, 2021, the Company underwent a reorganization
to divest its operations conducted via VIE structures; namely, the Ouhai Art School and Chongwen Middle School. As such, we have revised
the Amendment accordingly and removed these two opinions regarding the Company’s VIE structures.

3.
Implementation Rules for the Law for Promoting Private Education of PRC, page 109

6. We
                                            note that the Implementing Regulation became effective on September 1, 2021. We also note
                                            that your VIE structure appears to contradict the Implementing Regulation's guidelines regarding
                                            the operation and control of private schools. Please revise this section as applicable and
                                            affirmatively confirm that your business and operations are compliant with Chinese government
                                            regulations related to the operation and control of private schools, if true, as such operations
                                            represent a significant portion of your business and operations.

Response: As a result of the
reorganization, as discussed in the response to Comment No.5, the Company no longer operates through VIE structures and it is the opinion
of the Company’s PRC counsel that the Company’s business and operations are currently compliant with Chinese government regulations
related to the operation and control of private schools.

    3

We
appreciate the assistance the Staff has provided with its comments. If you have any questions, please do not hesitate to call our counsel,
Ying Li, Esq., of Hunter Taubman Fischer & Li LLC, at (212) 530-2206.

    Very truly
    yours,

    /s/
    Xueyuan Weng

    Name:
    Xueyuan Weng

    Title:
    Chief Executive Officer

Cc:
Ying Li, Esq.

Hunter
Taubman Fischer & Li LLC

4

United States securities and exchange commission logo
September 21, 2021
Xueyuan Weng
Chief Executive Officer
Golden Sun Education Group Limited
Profit Huiyin Square North Building
Huashan 2088, Unit 1001
Xuhui District, Shanghai, China
Re:Golden Sun Education Group Limited
Amendment No. 3 to Registration Statement on Form F-1
Filed August 30, 2021
File No. 333-255891
Dear Mr. Weng:
            We have reviewed your amended 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 amending your registration statement and providing the
requested information.  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 any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our August 23, 2021 letter.
Amendment No. 3 to Registration Statement on Form F-1
General
1.Please revise the registration statement throughout, including the cover page and
Prospectus Summary, to address how recent statements and regulatory actions by China’s
government, such as those related to the regulation of private schools, tutoring institutions
and for-profit tutoring, has or may impact the company’s ability to conduct its business
and operations, accept foreign investments, or list on an U.S. or other foreign exchange.
In this regard, we note certain press reports regarding the Chinese government's recent
prohibition on private tutors giving online classes and the Chinese government's continued
focus on limiting all for-profit tutoring.  We also note that the Implementing Regulation

 FirstName LastNameXueyuan Weng
 Comapany NameGolden Sun Education Group Limited
 September 21, 2021 Page 2
 FirstName LastNameXueyuan Weng
Golden Sun Education Group Limited
September 21, 2021
Page 2
became effective on September 1, 2021.  Please revise the registration statement
throughout as applicable.
Cover Page
2.We note your response to our prior comment 1 and reissue in part.  Please refer to the
prospectus cover page and the fourth paragraph.  Please revise the first sentence to clarify
that you are not a Chinese operating company but rather a holding company incorporated
in the Cayman Islands.  Additionally, please clarify that investors may never directly hold
equity interests in a Chinese operating company.  Please revise to clearly state that the
VIE structure is being used to replicate foreign investment in a Chinese-based company
because Chinese law prohibits direct foreign investment in education-based businesses, as
opposed to saying that you control and receive economic benefits of your VIE's business
operations through contractual arrangements.
Prospectus Summary, page 1
3.We note your response to our prior comment 9 and reissue in part.  In your summary of
risk factors, specifically discuss risks arising from the legal system in China, including
risks and uncertainties regarding the enforcement of laws and that rules and regulations in
China can change quickly with little advance notice; and the risk that the Chinese
government may exert more control over offerings conducted overseas and/or foreign
investment in China-based issuers which could result in a material change in your
operations and/or the value of your Class A ordinary shares.  Acknowledge any risks that
any actions by the Chinese government to exert more oversight and control over offerings
that are conducted overseas and/or foreign investment in China-based issuers could
significantly limit or completely hinder your ability to offer or continue to offer securities
to investors and cause the value of such securities to significantly decline or be worthless.
The PRC Education Industry, page 6
4.We note your response to our prior comment 11 and reissue in part.  Please expand the
fourth paragraph to discuss in greater detail the Chinese government's recent laws,
guidelines and regulatory actions related to private schools, tutoring institutions and for-
profit tutoring.  Please also add a new stand alone risk factor which specifically addresses
these new laws, guidelines and regulatory actions and their impact on the company's
business and operations.  Please also include a bullet and cross reference in your summary
of risk factors on page 8.
Ouhai Art School, page 60
5.We note that your PRC counsel has provided two opinions regarding your VIE structure
and Ouhai Art School.  Please tell us what consideration you have given to asking your
PRC counsel to address your VIE structure and its compliance with the Implementing
Regulation which became effective on September 1, 2021.  Please also revise

 FirstName LastNameXueyuan Weng
 Comapany NameGolden Sun Education Group Limited
 September 21, 2021 Page 3
 FirstName LastName
Xueyuan Weng
Golden Sun Education Group Limited
September 21, 2021
Page 3
the Chongwen Middle School section, fifth paragraph, on page 63 in a similar manner.
3. Implementation Rules for the Law for Promoting Private Education of PRC, page 109
6.We note that the Implementing Regulation became effective on September 1, 2021.  We
also note that your VIE structure appears to contradict the Implementing Regulation's
guidelines regarding the operation and control of private schools.  Please revise this
section as applicable and affirmatively confirm that your business and operations are
compliant with Chinese government regulations related to the operation and control of
private schools, if true, as such operations represent a significant portion of your business
and operations.
            You may contact Abe Friedman at 202-551-8298 or Rufus Decker at 202-551-3769 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Donald Field at 202-551-3680 or Lilyanna Peyser at 202-551-3222 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
1
filename1.htm

August 30, 2021

Via Edgar

Mr. Donald Field

Division of Corporation

Office of Trade & Services

U.S. Securities and Exchange Commission

 Re: Golden Sun Education Group Limited

Amendment No. 2 to Registration
Statement on Form F-1

Filed August 4, 2021

File No. 333-255891

Dear Mr. Field:

This letter is in response to the letter
dated August 23, 2021, from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”)
addressed to Golden Sun Education Group Limited (the “Company”, “we”, or “our”). For ease of reference,
we have recited the Commission’s comments in this response and numbered them accordingly. An amendment to the Company’s registration
statement on Form F-1 (the “Amendment”) is being filed to accompany this letter.

Amendment No. 2 to Registration Statement on
Form F-1

Cove Page

1. Please refer to the prospectus
cover page. Please revise the fourth paragraph to explain whether the VIE structure is used to replicate foreign investment in Chinese-based
companies where Chinese law prohibits direct foreign investment in the operating companies, and disclose that investors may never directly
hold equity interests in the Chinese operating company. Your disclosure should acknowledge that Chinese regulatory authorities could disallow
this structure, which would likely result in a material change in your operations and/or value of your Class A ordinary shares, including
that it could cause the value of such securities to significantly decline or become worthless. Provide a cross- reference to your detailed
discussion of risks facing the company and the offering as a result of this structure, and state that this structure involves unique risks
to investors.

Response: We acknowledge the
Staff’s comment and have revised the prospectus cover page to disclose that our VIE structure is used to replicate foreign investment
in Chinese-based companies where Chinese law prohibits direct foreign investment in the operating companies, and that investors of our
Class A ordinary shares may never directly hold equity interests in our VIEs. We disclosed that the Chinese regulatory authorities could
disallow the VIE structure in the future, which would likely result in a material change in our operations and as a result the value of
our Class A ordinary shares may depreciate significantly. We also provided cross references to our detailed discussion of risks facing
the Company and the offering as a result of the VIE structure.

2. Please revise the prospectus cover
page to provide prominent disclosure about the legal and operational risks associated with being based in or having the majority of the
company’s operations in China. Your disclosure should make clear whether these risks could result in a material change in your operations
and/or the value of your Class A ordinary shares or could significantly limit or completely hinder your ability to offer or continue to
offer securities to investors and cause the value of such securities to significantly decline or be worthless. Your disclosure should
address how recent statements and regulatory actions by China’s government, such as those related to the use of variable interest
entities, data security, anti-monopoly concerns, and the regulation of tutoring institutions, has or may impact the company’s ability
to conduct its business, accept foreign investments, or list on an U.S. or other foreign exchange. Your prospectus summary should address,
but not necessarily be limited to, the risks highlighted on the prospectus cover page.

Response: We acknowledge the Staff’s
comment and have revised the prospectus cover page to provide prominent disclosure about the legal and operational risks associated with
being based in and having the majority of the company’s operations in China.

3. Clearly disclose how you will refer
to the holding company, subsidiaries, and VIEs when providing the disclosure throughout the document so that it is clear to investors
which entity the disclosure is referencing and which subsidiaries or entities are conducting the business operations. Refrain from using
terms such as “we” or “our” when describing activities or functions of a VIE. Disclose clearly the entity (including
the domicile) in which investors are purchasing their interest.

Response: We acknowledge the Staff’s
comment and have revised the prospectus so that it is clear to investors which entity the disclosure is referencing and which subsidiaries
or entities are conducting the business operations throughout the document.

Prospectus Summary, page 1

4. In this section, disclose clearly
that the company uses a structure that involves a VIE based in China and what that entails and provide early in the summary a diagram
of the company’s corporate structure, including who the equity ownership interests are of each entity. Describe all contracts and
arrangements through which you purport to obtain economic rights and exercise control that results in consolidation of the VIE’s
operations and financial results into your financial statements. Identify clearly the entity in which investors are purchasing their interest
and the entity(ies) in which the company’s operations are conducted. Describe the relevant contractual agreements between the entities
and how this type of corporate structure may affect investors and the value of their investment, including how and why the contractual
arrangements may be less effective than direct ownership and that the company may incur substantial costs to enforce the terms of the
arrangements. Disclose the uncertainties regarding the status of the rights of the Cayman Islands holding company with respect to its
contractual arrangements with the VIE, its founders and owners, and the challenges the company may face enforcing these contractual agreements
due to uncertainties under Chinese law and jurisdictional limits.

Response: We have revised the
Prospectus Summary section to disclose clearly that the Company uses a structure that involves VIEs based in China and what that entails.
We provided a diagram of the Company’s corporate structure, showing the equity ownership/contractual interests of each entity. In
the Prospectus Summary section, we described all contracts and arrangements through which we purport to obtain economic rights and exercise
control that results in consolidation of the VIEs’ operations and financial results into our financial statements. We identified
clearly the entity in which investors are purchasing their interest and the entity(ies) in which the Company’s operations are conducted.
We described the relevant contractual arrangements between the entities and how this type of corporate structure may affect investors
and the value of their investment, including how and why the contractual arrangements may be less effective than direct ownership and
that the Company may incur substantial costs to enforce the terms of these contractual arrangements. We disclosed the uncertainties regarding
the status of the rights of the Cayman Islands holding company with respect to its contractual arrangements with the VIEs and their respective
shareholders, and the challenges the Company may face enforcing these contractual arrangements due to uncertainties under Chinese law
and jurisdictional limits.

    2

5. In this section, disclose each
permission that you, your subsidiaries or your VIEs are required to obtain from Chinese authorities to operate and issue these securities
to foreign investors. State whether you, your subsidiaries, or VIEs are covered by permissions requirements from the CSRC, CAC, PRC Ministry
of Education or any other entity that is required to approve of the VIE’s operations, and state affirmatively whether you have received
all requisite permissions and whether any permissions have been denied.

Response: We have revised the
disclosure on page 7 of the Amendment to disclose that we are currently not required to obtain permission from any of the PRC authorities
to operate and issue our Class A ordinary shares to foreign investors. In addition, we, our subsidiaries and VIEs are not required to
obtain permission or approval from the PRC authorities including CSRC or CAC for the VIEs’ operation, nor have we, our subsidiaries,
or VIEs received any denial for the VIEs’ operation. We also noted that we are subject to the uncertainty of different interpretation
and enforcement of the rules and regulations in the PRC, which may change quickly with little advance notice.

6. In this section, provide a clear
description of how cash is transferred through your organization. Disclose your intentions to distribute earnings or settle amounts owed
under the VIE agreements. Quantify any cash flows and transfers of other assets by type that have occurred between the holding company,
its subsidiaries, and consolidated VIEs, and direction of transfer. Quantify any dividends or distributions that a subsidiary or consolidated
VIE have made to the holding company and which entity made such transfer, and their tax consequences. Similarly quantify dividends or
distributions made to U.S. investors, the source, and their tax consequences. Describe any restrictions on foreign exchange and your ability
to transfer cash between entities, across borders, and to U.S. investors. Describe any restrictions and limitations on your ability to
distribute earnings from your businesses, including subsidiaries and/or consolidated VIEs, to the parent company and U.S. investors as
well as the ability to settle amounts owed under the VIE agreements.

Response: We have revised our
disclosure on page 7 of the Amendment to provide a clear description of how cash is transferred through our organization. We described
restrictions on foreign exchange and our ability to transfer cash between entities, across borders, and to U.S. investors, as well as
restrictions and limitations on our ability to distribute earnings from our businesses, including subsidiaries and/or consolidated VIEs,
to the parent company and investors as well as the ability to settle amounts owed under the VIE Agreements. We also clarified that we
have not distributed any dividends or transferred other assets among the holding company, its subsidiaries, and consolidated VIEs and
we intend to keep future earnings to re-invest in and finance the expansion of our business, and we do not anticipate that any cash
dividends will be paid in the foreseeable future. As of the date of this response letter, there were no dividends or distributions made
and thus no tax consequences.

    3

7. We note that the consolidated VIEs
constitute a material part of your consolidated financial statements. Please provide in tabular form condensed consolidating schedule
- depicting the financial position, cash flows and results of operations for the parent, the consolidated variable interest entities,
and any eliminating adjustments separately - as of the same dates and for the same periods for which audited consolidated financial statements
are required. Highlight the financial statement information related to the variable interest entity and parent, so an investor may evaluate
the nature of assets held by, and the operations of, entities apart from the variable interest entity, which includes the cash held and
transferred among entities.

Response: We acknowledge the Staff’s
comment and revised our disclosure on pages 12 to 14 of the Amendment to provide in tabular form a condensed consolidated schedule depicting
the financial position, cash flows and results of operations for the holding company, the PRC subsidiaries and the consolidated variable
interest entities, and any eliminating adjustments separately, as of the same dates and for the same periods for which audited consolidated
financial statements are required. We also highlighted the financial statement information related to the variable interest entities and
the holding company, so that an investor may evaluate the nature of assets held by, and the operations of, entities apart from the variable
interest entities, which includes the cash held and transferred among entities.

8. Disclose that trading in your securities
may be prohibited under the Holding Foreign Companies Accountable Act if the PCAOB determines that it cannot inspect or fully investigate
your auditor, and that as a result an exchange may determine to delist your securities. If the PCAOB has been or is currently unable to
inspect your auditor, revise your disclosure to so state.

Response: We have revised our
disclosure on page 9 of the Amendment to disclose that our Class A ordinary shares may be prohibited under the Holding Foreign Companies
Accountable Act if the PCAOB determines that it cannot inspect or fully investigate our auditor, and that as a result an exchange may
determine to delist our securities.

9. In your summary of risk factors,
disclose the risks that your corporate structure and being based in or having the majority of the company’s operations in China
poses to investors. In particular, describe the significant regulatory, liquidity, and enforcement risks with cross-references to the
more detailed discussion of these risks in the prospectus. For example, specifically discuss risks arising from the legal system in China,
including risks and uncertainties regarding the enforcement of laws and that rules and regulations in China can change quickly with little
advance notice; and the risk that the Chinese government may intervene or influence your operations at any time, or may exert more control
over offerings conducted overseas and/or foreign investment in China-based issuers, which could result in a material change in your operations
and/or the value of your Class A ordinary shares. Acknowledge any risks that any actions by the Chinese government to exert more oversight
and control over offerings that are conducted overseas and/or foreign investment in China-based issuers could significantly limit or completely
hinder your ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline
or be worthless.

Response: We acknowledge the Staff’s
comment and disclosed the risks that our corporate structure and being based in and having the majority of the company’s operations
in China poses to investors in the Summary of Risk Factors on page 9 of the Amendment. We also described the significant regulatory, liquidity,
and enforcement risks with cross-references to the more detailed discussion of these risks in the prospectus.

    4

Risk Factors, page 10

10. Given the Chinese government’s
significant oversight and discretion over the conduct of your business, please revise to separately highlight the risk that the Chinese
government may intervene or influence your operations at any time, which could result in a material change in your operations and/or the
value of your Class A ordinary shares. Also, given recent statements by the Chinese government indicating an intent to exert more oversight
and control over offerings that are conducted overseas and/or foreign investment in China-based issuers, acknowledge the risk that any
such action could significantly limit or completely hinder your ability to offer or continue to offer securities to investors and cause
the value of such securities to significantly decline or be worthless.

Response: We revised our disclosure
on pages 31 of the Amendment to add an additional risk factor relating to the fact that the Chinese government may intervene or influence
our operations at any time, which could result in a material change in our operations and/or the value of our Class A ordinary shares
and to acknowledge the risk that Chinese government’s recent actions which indicated an intent to exert more oversight and control
over offerings that are conducted overseas and/or foreign investment in China-based issuers c

United States securities and exchange commission logo
August 23, 2021
Xueyuan Weng
Chief Executive Officer
Golden Sun Education Group Limited
Profit Huiyin Square North Building
Huashan 2088, Unit 1001
Xuhui District, Shanghai, China
Re:Golden Sun Education Group Limited
Amendment No. 2 to Registration Statement on Form F-1
Filed August 4, 2021
File No. 333-255891
Dear Mr. Weng:
            We have reviewed your amended 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 amending your registration statement and providing the
requested information.  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 any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Amendment No. 2 to Registration Statement on Form F-1
Cove Page
1.Please refer to the prospectus cover page.  Please revise the fourth paragraph to explain
whether the VIE structure is used to replicate foreign investment in Chinese-based
companies where Chinese law prohibits direct foreign investment in the operating
companies, and disclose that investors may never directly hold equity interests in the
Chinese operating company.  Your disclosure should acknowledge that Chinese regulatory
authorities could disallow this structure, which would likely result in a material change in
your operations and/or value of your Class A ordinary shares, including that it could cause
the value of such securities to significantly decline or become worthless.  Provide a cross-
reference to your detailed discussion of risks facing the company and the offering as a

 FirstName LastNameXueyuan Weng
 Comapany NameGolden Sun Education Group Limited
 August 23, 2021 Page 2
 FirstName LastNameXueyuan Weng
Golden Sun Education Group Limited
August 23, 2021
Page 2
result of this structure, and state that this structure involves unique risks to investors.
2.Please revise the prospectus cover page to provide prominent disclosure about the legal
and operational risks associated with being based in or having the majority of the
company’s operations in China.  Your disclosure should make clear whether these risks
could result in a material change in your operations and/or the value of your Class A
ordinary shares or could significantly limit or completely hinder your ability to offer or
continue to offer securities to investors and cause the value of such securities to
significantly decline or be worthless.  Your disclosure should address how recent
statements and regulatory actions by China’s government, such as those related to the use
of variable interest entities, data security, anti-monopoly concerns, and the regulation of
tutoring institutions, has or may impact the company’s ability to conduct its business,
accept foreign investments, or list on an U.S. or other foreign exchange.  Your prospectus
summary should address, but not necessarily be limited to, the risks highlighted on the
prospectus cover page.
3.Clearly disclose how you will refer to the holding company, subsidiaries, and VIEs when
providing the disclosure throughout the document so that it is clear to investors which
entity the disclosure is referencing and which subsidiaries or entities are conducting the
business operations.  Refrain from using terms such as “we” or “our” when describing
activities or functions of a VIE.  Disclose clearly the entity (including the domicile) in
which investors are purchasing their interest.
Prospectus Summary , page 1
4.In this section, disclose clearly that the company uses a structure that involves a VIE
based in China and what that entails and provide early in the summary a diagram of the
company’s corporate structure, including who the equity ownership interests are of each
entity.  Describe all contracts and arrangements through which you purport to obtain
economic rights and exercise control that results in consolidation of the VIE’s operations
and financial results into your financial statements.  Identify clearly the entity in which
investors are purchasing their interest and the entity(ies) in which the company’s
operations are conducted.  Describe the relevant contractual agreements between the
entities and how this type of corporate structure may affect investors and the value of their
investment, including how and why the contractual arrangements may be less effective
than direct ownership and that the company may incur substantial costs to enforce the
terms of the arrangements.  Disclose the uncertainties regarding the status of the rights of
the Cayman Islands holding company with respect to its contractual arrangements with the
VIE, its founders and owners, and the challenges the company may face enforcing these
contractual agreements due to uncertainties under Chinese law and jurisdictional limits.
5.In this section, disclose each permission that you, your subsidiaries or your VIEs are
required to obtain from Chinese authorities to operate and issue these securities to foreign
investors.  State whether you, your subsidiaries, or VIEs are covered by permissions
requirements from the CSRC, CAC, PRC Ministry of Education or any other entity that is

 FirstName LastNameXueyuan Weng
 Comapany NameGolden Sun Education Group Limited
 August 23, 2021 Page 3
 FirstName LastNameXueyuan Weng
Golden Sun Education Group Limited
August 23, 2021
Page 3
required to approve of the VIE’s operations, and state affirmatively whether you have
received all requisite permissions and whether any permissions have been denied.
6.In this section, provide a clear description of how cash is transferred through your
organization.  Disclose your intentions to distribute earnings or settle amounts owed under
the VIE agreements.  Quantify any cash flows and transfers of other assets by type that
have occurred between the holding company, its subsidiaries, and consolidated VIEs, and
direction of transfer.  Quantify any dividends or distributions that a subsidiary or
consolidated VIE have made to the holding company and which entity made such transfer,
and their tax consequences.  Similarly quantify dividends or distributions made to U.S.
investors, the source, and their tax consequences.  Describe any restrictions on foreign
exchange and your ability to transfer cash between entities, across borders, and to U.S.
investors.  Describe any restrictions and limitations on your ability to distribute earnings
from your businesses, including subsidiaries and/or consolidated VIEs, to the parent
company and U.S. investors as well as the ability to settle amounts owed under the VIE
agreements.
7.We note that the consolidated VIEs constitute a material part of your consolidated
financial statements.  Please provide in tabular form condensed consolidating schedule  -
depicting the financial position, cash flows and results of operations for the parent, the
consolidated variable interest entities, and any eliminating adjustments separately - as of
the same dates and for the same periods for which audited consolidated financial
statements are required.  Highlight the financial statement information related to the
variable interest entity and parent, so an investor may evaluate the nature of assets held
by, and the operations of, entities apart from the variable interest entity, which includes
the cash held and transferred among entities.
8.Disclose that trading in your securities may be prohibited under the Holding Foreign
Companies Accountable Act if the PCAOB determines that it cannot inspect or fully
investigate your auditor, and that as a result an exchange may determine to delist your
securities.  If the PCAOB has been or is currently unable to inspect your auditor, revise
your disclosure to so state.
9.In your summary of risk factors, disclose the risks that your corporate structure and being
based in or having the majority of the company’s operations in China poses to investors.
In particular, describe the significant regulatory, liquidity, and enforcement risks with
cross-references to the more detailed discussion of these risks in the prospectus.  For
example, specifically discuss risks arising from the legal system in China, including risks
and uncertainties regarding the enforcement of laws and that rules and regulations in
China can change quickly with little advance notice; and the risk that the Chinese
government may intervene or influence your operations at any time, or may exert more
control over offerings conducted overseas and/or foreign investment in China-based
issuers, which could result in a material change in your operations and/or the value of
your Class A ordinary shares.  Acknowledge any risks that any actions by the Chinese
government to exert more oversight and control over offerings that are conducted overseas

 FirstName LastNameXueyuan Weng
 Comapany NameGolden Sun Education Group Limited
 August 23, 2021 Page 4
 FirstName LastName
Xueyuan Weng
Golden Sun Education Group Limited
August 23, 2021
Page 4
and/or foreign investment in China-based issuers could significantly limit or completely
hinder your ability to offer or continue to offer securities to investors and cause the value
of such securities to significantly decline or be worthless.
Risk Factors, page 10
10.Given the Chinese government’s significant oversight and discretion over the conduct of
your business, please revise to separately highlight the risk that the Chinese government
may intervene or influence your operations at any time, which could result in a material
change in your operations and/or the value of your Class A ordinary shares.  Also, given
recent statements by the Chinese government indicating an intent to exert more oversight
and control over offerings that are conducted overseas and/or foreign investment in China-
based issuers, acknowledge the risk that any such action could significantly limit or
completely hinder your ability to offer or continue to offer securities to investors and
cause the value of such securities to significantly decline or be worthless.
11.We note the recent issuance of the "Guideline to Significantly Reduce The Excessive
Burden of Homework and After-school Tutoring for Students in Primary and Middle
Schools."  The guidelines appears to contain various requirements and restrictions related
to after school tutoring services, including registration as non-profit, prohibition on
foreign ownership, prohibition for listed companies on raising capital to invest in
businesses that teach academic subjects in compulsory education, limitations as to when
tutoring services on academic subjects may be provided and new fee standards.  Disclose
the applicability of these guidelines to you and your business and how and when you
expect to comply.  Please also address if these guidelines may be expanded in the future to
cover any of your other business or operations.
12.In light of recent events indicating greater oversight by the Cyberspace Administration of
China over data security, particularly for companies seeking to list on a foreign exchange,
please revise your disclosure to explain whether and how this oversight impacts your
business and your offering and to what extent you believe that you are compliant with the
regulations or policies that have been issued by the CAC to date if applicable.
            You may contact Abe Friedman at 202-551-8298 or Rufus Decker at 202-551-3769 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Donald Field at 202-551-3680 or Lilyanna Peyser at 202-551-3222 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
1
filename1.htm

June 21, 2021

Via Edgar

Mr. Donald Field

Division of Corporation

Office of Trade & Services

U.S. Securities and Exchange Commission

    Re:
    Golden Sun Education Group Limited

    Registration Statement on Form F-1

    Filed May 7, 2021

    File No. 333-255891

Dear Mr. Field:

This letter is in response to the letter dated
May 17, 2021, from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) addressed
to Golden Sun Education Group Limited (the “Company”, “we”, or “our”). For ease of reference, we have
recited the Commission’s comments in this response and numbered them accordingly. An amended registration statement on Form F-1
(the “F-1/A”) is being filed to accompany this letter.

Registration Statement on Form F-1

General

1. With respect to the legal opinions and related
disclosure:

●
Please revise the Material Income Tax Consideration - Cayman Islands Taxation section of the prospectus to state that it is the opinion
of Ogier. In this regard, we note that Exhibit 5.1 is intended to serve as a short-form taxation opinion. Refer to Section III.B.2 of
Staff Legal Bulletin No. 19.

Response: We acknowledge the Staff’s
comment and revised the Material Income Tax Consideration - Cayman Islands Taxation section of the prospectus to state that it is the
opinion of Ogier.

●
Please revise the Material Income Tax Consideration - People’s
Republic of China Enterprise Taxation section of the prospectus to state that it is the opinion of Zhong Lun Law Firm. In this regard,
we note that it appears that Exhibit 8.1 is intended to serve as a short-form taxation opinion. Refer to Section III.B.2 of Staff Legal
Bulletin No. 19.

Response: We acknowledge the Staff’s
comment and revised the Material Income Tax Consideration - People’s Republic of China Enterprise Taxation section of the prospectus
to state that it is the opinion of Zhong Lun Law Firm.

●
Tell us why you believe it is appropriate not to provide a tax opinion with respect
to the discussion in the Material Income Tax Consideration - United States Federal Income Taxation section of the prospectus. Refer to
Item 601(b)(8) of Regulation S- K.

Response: We acknowledge the Staff’s
comment and a tax opinion is being filed as Exhibit 8.2 to the F-1/A with respect to the discussion in the Material Income Tax Consideration
- United States Federal Income Taxation section of the prospectus.

●
Please confirm that you intend to file an opinion regarding the legality of the warrants being registered on the registration statement.
Refer to Item 601(b)(5) of Regulation S-K.

Response: We acknowledge the Staff’s
comment and an opinion is being filed as Exhibit 5.2 to the F-1/A regarding the legality of the warrants being registered on the registration
statement.

We appreciate the assistance the Staff has provided
with its comments. If you have any questions, please do not hesitate to call our counsel, Ying Li, Esq., of Hunter Taubman Fischer &
Li LLC, at (212) 530-2206.

    Very truly yours,

    /s/ Xueyuan Weng

    Name:
    Xueyuan Weng

    Title:
    Chief Executive Officer

Cc: Ying Li, Esq.

Hunter Taubman Fischer & Li LLC

United States securities and exchange commission logo
May 17, 2021
Xueyuan Weng
Chief Executive Officer
Golden Sun Education Group Limited
Profit Huiyin Square North Building
Huashan 2088, Unit 1001
Xuhui District, Shanghai, China
Re:Golden Sun Education Group Limited
Registration Statement on Form F-1
Filed May 7, 2021
File No. 333-255891
Dear Mr. Weng:
            We have reviewed your 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 amending your registration statement and providing the
requested information.  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 any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form F-1
General
1.With respect to the legal opinions and related disclosure:
•Please revise the Material Income Tax Consideration -- Cayman Islands Taxation
section of the prospectus to state that it is the opinion of Ogier.  In this regard, we
note that Exhibit 5.1 is intended to serve as a short-form taxation opinion.  Refer to
Section III.B.2 of Staff Legal Bulletin No. 19.
•Please revise the Material Income Tax Consideration -- People's Republic of China
Enterprise Taxation section of the prospectus to state that it is the opinion of Zhong
Lun Law Firm.  In this regard, we note that it appears that Exhibit 8.1 is intended to
serve as a short-form taxation opinion.  Refer to Section III.B.2 of Staff Legal

 FirstName LastNameXueyuan Weng
 Comapany NameGolden Sun Education Group Limited
 May 17, 2021 Page 2
 FirstName LastName
Xueyuan Weng
Golden Sun Education Group Limited
May 17, 2021
Page 2
Bulletin No. 19.
•Tell us why you believe it is appropriate not to provide a tax opinion with respect to
the discussion in the Material Income Tax Consideration -- United States Federal
Income Taxation section of the prospectus.  Refer to Item 601(b)(8) of Regulation S-
K.
•Please confirm that you intend to file an opinion regarding the legality of the warrants
being registered on the registration statement.  Refer to Item 601(b)(5) of Regulation
S-K.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Abe Friedman at 202-551-8298 or Rufus Decker at 202-551-3769 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Donald Field at 202-551-3680 or Lilyanna Peyser at 202-551-3222 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
1
filename1.htm

May 7, 2021

Via Edgar

Mr. Donald Field

Division of Corporation

Office of Trade & Services

U.S. Securities and Exchange Commission

    Re:
    Golden Sun Education Group Limited

    Draft Registration Statement on Form F-1

    Submitted March 30, 2021

    CIK No. 0001826376

Dear Mr. Field:

This letter is in response to the letter dated
April 19, 2021, from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) addressed
to Golden Sun Education Group Limited (the “Company”, “we”, or “our”). For ease of reference, we have
recited the Commission’s comments in this response and numbered them accordingly. An amended registration statement on Form F-1
(the “Amended Registration Statement”) is being filed to accompany this letter.

Amendment No. 1 to Draft Registration Statement
on Form F-1

Transactions with Related Parties, page
122

1. We note your disclosure that Mr.
Xueyuan Weng signed a commitment letter not to demand the repayment of the related party liability so long as the company needs
these funds as working capital until 2025. Please file the commitment letter as an exhibit to this registration statement.

Response: The Company acknowledges the
Staff’s comment and is filing the commitment letter signed by Mr. Xueyuan Weng as Exhibit 10.13 to the Amended Registration
Statement.

We appreciate the assistance the Staff has provided
with its comments. If you have any questions, please do not hesitate to call our counsel, Ying Li, Esq., of Hunter Taubman Fischer &
Li LLC, at (212) 530-2206.

    Very truly yours,

    /s/ Xueyuan Weng

    Name:
    Xueyuan Weng

    Title:
    Chief Executive Officer

Cc: Ying Li, Esq.

Hunter Taubman Fischer & Li LLC

United States securities and exchange commission logo
April 19, 2021
Xueyuan Weng
Chief Executive Officer
Golden Sun Education Group Limited
Profit Huiyin Square North Building
Huashan 2088, Unit 1001
Xuhui District, Shanghai, China
Re:Golden Sun Education Group Limited
Amendment No. 1 to
Draft Registration Statement on Form F-1
Submitted March 30, 2021
CIK No. 0001826376
Dear Mr. Weng:
            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.
Amendment No. 1 to Draft Registration Statement on Form F-1
Transactions with Related Parties, page 122
1.We note your disclosure that Mr. Xueyuan Weng signed a commitment letter not to
demand the repayment of the related party liability so long as the company needs these
funds as working capital until 2025.  Please file the commitment letter as an exhibit to this
registration statement.

 FirstName LastNameXueyuan Weng
 Comapany NameGolden Sun Education Group Limited
 April 19, 2021 Page 2
 FirstName LastName
Xueyuan Weng
Golden Sun Education Group Limited
April 19, 2021
Page 2
            You may contact Abe Friedman at 202-551-8298 or Rufus Decker at 202-551-3769 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Donald Field at 202-551-3680 or Lilyanna Peyser at 202-551-3222 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

United States securities and exchange commission logo
January 12, 2021
Xueyuan Weng
Chief Executive Officer
Golden Sun Education Group Limited
Profit Huiyin Square North Building
Huashan 2088, Unit 1001
Xuhui District, Shanghai, China
Re:Golden Sun Education Group Limited
Draft Registration Statement on Form F-1
Submitted December 18, 2020
CIK No. 0001826376
Dear Mr. Weng:
            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
General
1.Please provide us with supplemental copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf,
have presented or expect to present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or not you retained, or intend to retain, copies of those
communications.  Please contact the staff member associated with the review of this filing
to discuss how to submit the materials, if any, to us for our review.

 FirstName LastNameXueyuan Weng
 Comapany NameGolden Sun Education Group Limited
 January 12, 2021 Page 2
 FirstName LastName
Xueyuan Weng
Golden Sun Education Group Limited
January 12, 2021
Page 2
2.We note that in a number of places the prospectus summarizes the legal opinions of Zhong
Lun Law Firm.  Please revise the exhibit index to annotate that you will file a consent
from your PRC counsel related to such legal opinions.  Refer to Rule 436 of the Securities
Act of 1933.
Our Company , page 1
3.We note your disclosure on page 10 that certain of your schools are designated as for-
profit and others as not-for-profit.  Please revise the summary to clarify the schools which
are designated as not-for-profit and discuss how such designation could effect your future
business, operations and revenues.  Please also revise the chart on page 89 accordingly.
The Offering, page 8
4.Please revise the disclosure under Voting Rights to clarify that the "holder of our Class B
Ordinary Shares" who will control all matters submitted to shareholders for approval is
Mr. Xueyuan Weng, your Chairman and CEO.  In addition, please tell us what
consideration you have given to making such disclosure on the outside prospectus cover
page, as well.
Our business and results of operations mainly depend on the level of tuition fees, page 10
5.We note your disclosure that certain of your schools are designated as not-for-profit.
Please revise to quantify the percentage of revenue derived from your not-for-profit
schools which could be affected by future PRC regulations.
Risk Factors, page 10
6.We note your disclosure on page 126 that you owe Mr. Xueyuan Weng approximately $2
million which is due on demand.  Please revise to include a risk factor discussing this
related party liability and any associated risks such as its on demand nature.
We cannot assure you that we will make any profits from our operations of Chongwen Middle
School, page 13
7.We note your disclosure that you are obligated to pay a fixed amount of return on an
annual basis to the sponsors of Chongwen Middle School.  Please revise to quantify the
fixed amount of return.  Please also revise the Chongwen Middle School section on page
56 accordingly.
Factors Affecting Our Results of Operations, page 57
8.We note your disclosure that your education service fees for primary and secondary
schools is mainly affected by tuition policy set by local governments.  Please revise to
expand your discussion of the factors that affect the tuition policy set by local
governments and namely whether your school designations as for-profit or not-for-profit
factor into such policies.

 FirstName LastNameXueyuan Weng
 Comapany NameGolden Sun Education Group Limited
 January 12, 2021 Page 3
 FirstName LastNameXueyuan Weng
Golden Sun Education Group Limited
January 12, 2021
Page 3
Management's Discussion and Analysis
Off-balance Sheet Commitments and Arrangements, page 68
9.Please disclose the information required by Item 5.E of Form 20-F related to the capital
injection obligation.  Also, provide the required GAAP disclosures for this obligation in
your financial statement footnotes.
Critical Accounting Policies
Revenue recognition, page 69
10.We note your disclosure under the headers for both Primary and secondary schools
revenue and Tutorial service revenue that you record your refund liability utilizing the
most likely amount method. However, we noted under the Refund Liability header that
you utilize the expected value method.  Please clarify and revise here and elsewhere in the
notes to your financials which method you currently use in estimating your refund
liability.
Not-for-Profit/For-profit status, page 93
11.We note your disclosure that PRC laws and regulations place limitations on not-for-profit
schools related to the receipt of proceeds and the use of cash surplus.  We also note that a
large number of your schools are designated as not-for-profit and that these schools
currently contribute to a substantial portion of your revenues.  Please revise to discuss in
greater detail how your VIE arrangements discussed on page 53 reconcile with these PRC
laws and regulations which appear to place limitations on the use of school proceeds and
require you to reinvest cash surplus back into the schools.
12.We note that you are obligated to pay a fixed amount of return on an annual basis to the
sponsors of Chongwen Middle School.  We also note your disclosure that Chongwen
Middle School is a not-for-profit school.  Please reconcile your disclosure that sponsors of
a non-profit privately-run school are not allowed to receive proceeds from school
operations with this required annual payment.
Management
Compensation of Directors and Executive Officers, page 120
13.Please update your disclosure regarding the compensation of directors and executive
officers as of your most recently completed fiscal year.  Refer to Item 6.B of Form 20-F.
VIE Arrangements, page 126
14.We note that under the Entrustment Agreement you are required to pay the sponsors,
which include related parties, a fixed amount of return on an annual basis.  Please revise
this section to quantify the amounts paid to the sponsors for the time periods required by
Item 7.B of Form 20-F.

 FirstName LastNameXueyuan Weng
 Comapany NameGolden Sun Education Group Limited
 January 12, 2021 Page 4
 FirstName LastName
Xueyuan Weng
Golden Sun Education Group Limited
January 12, 2021
Page 4
            You may contact Abe Friedman at 202-551-8298 or Rufus Decker at 202-551-3769 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Donald Field at 202-551-3680 or Lilyanna Peyser at 202-551-3222 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services