SecProbe.io

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 Haoxi Health Technology Ltd

 Room 801, Tower C, Floor 8

 Building 103, Huizhongli

 Chaoyang District, Beijing

 Via EDGAR

 Division of Corporation Finance

 Office of Trade & Services

 U.S. Securities and Exchange Commission

 100 F Street, NE

 Washington, D.C., 20549

 Attention:
 Nicholas Nalbantian

 June 11, 2025

 Re:
 Haoxi Health Technology Ltd

 Registration Statement on Form F-3, as amended

 Originally Filed May 30, 2025

 File No. 333-287686

 Dear Mr. Nalbantian:

 Pursuant to Rule 461 under the Securities Act
of 1933, as amended, Haoxi Health Technology Ltd hereby requests acceleration of effectiveness of the above referenced Registration Statement,
so that it will become effective at 4:00 p.m. ET on June 13, 2025, or as soon as thereafter practicable.

 Very truly yours,

 Haoxi Health Technology Ltd

 By:
 /s/ Zhen Fan

 Name:
 Zhen Fan

 Title:
 Chief Executive Officer

 cc:
 Joan Wu, Esq.

 Hunter Taubman Fischer & Li LLC

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 June 9, 2025

Zhen Fan
Chief Executive Officer
Haoxi Health Technology Ltd
Room 801, Tower C, Floor 8
Building 103, Huizhongli
Chaoyang District, Beijing
China

 Re: Haoxi Health Technology Ltd
 Registration Statement on Form F-3
 Filed May 30, 2025
 File No. 333-287686
Dear Zhen Fan:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 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 Nicholas Nalbantian at 202-551-7470 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
cc: Joan Wu
</TEXT>
</DOCUMENT>

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September 16, 2024

VIA EDGAR CORRESPONDENCE

Division of Corporate Finance

Office of Trade and Services

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

    Attention:
    Nicholas Nalbantian

    Dietrich King

    Re:
    Haoxi Health Technology Limited

    Registration Statement on Form F-1

    (File No. 333-280174)

    REQUEST FOR ACCELERATION OF EFFECTIVENESS

Ladies and Gentlemen:

In accordance with Rule 461
of the General Rules and Regulations under the Securities Act of 1933, as amended, EF Hutton LLC, as representative of the underwriters
(the “Representative”), hereby requests acceleration of the effective date of the above-referenced Registration Statement
so that it will become effective at 5:30 p.m., Eastern Time, on September 18, 2024, or as soon thereafter as practicable.

Pursuant to Rule 460 under
the Act, we wish to advise you that the Representative has distributed as many copies of the preliminary prospectus to underwriters, dealers,
institutions and others as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

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.

    EF Hutton LLC

    By:
    /s/ Stephanie Hu

    Name:
    Stephanie Hu

    Title:
    Co-Head of Investment Banking

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Haoxi Health Technology Limited

September 16, 2024

Via EDGAR

Division of Corporation Finance

Office of Manufacturing

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

    Attention:
    Nicholas Nalbantian

    Dietrich King

    Re:
    Haoxi Health Technology Limited

    Registration Statement on Form F-1, as amended

    Initially Filed on June 13, 2024

    File No. 333-280174

Ladies and Gentlemen:

In accordance with Rule 461
of the General Rules and Regulations under the Securities Act of 1933, as amended, Haoxi Health Technology Limited hereby requests
that the effectiveness of the above-referenced Registration Statement on Form F-1, as amended, be accelerated to and that the Registration
Statement become effective at 5:30 p.m., Eastern Time, on September 18, 2024, or as soon thereafter as practicable.

    Very truly yours,

    Haoxi Health Technology Limited

    By:
    /s/ Fan Zhen

    Name:
    Fan Zhen

    Title:
    Chief Executive Officer, Director

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September 12, 2024

Via EDGAR

Division of Corporation Finance

Office of Trade & Services

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

    Attention:
    Nicholas Nalbantian

    Dietrich King

    Re:
    Haoxi Health Technology Ltd

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

    Filed August 28, 2024

    File No. 333-280174

Ladies and Gentlemen:

This letter (“Letter”) is in response
to the letter dated September 5, 2024 from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”)
addressed to Haoxi Health Technology Ltd (the “Company,” “we,” and “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. 6 to Registration Statement on Form
F-1, Filed August 28, 2024

Exhibits

    1.
    We note this amendment does not include updated versions of the Series A warrant, the Series B warrant and the warrant agreement (Exhibits 4.3 to 4.5). However, it would appear that changes to the mechanisms of the warrants results in the warrants described in the registration statement no longer aligning to the exhibits included. Please file updated versions of these exhibits.

Response: In response to the Staff’s comment,
we have revised the form of Series A warrants and Series B Warrants and the warrant agency agreement (Exhibits 4.3 – 4.5), the amendments
to which have been re-filed.

General

    2.
    We note your response to prior comment 2 and reissue in part. We acknowledge the amended disclosure for the Series B Warrants disclosing that the maximum number of Series B Warrants will be 16,666,667 shares and an amended version of the formula for obtaining that maximum. However, we note that this formula still includes the Nasdaq Minimum Price as an input, which is one of two potential prices. As a result, it would appear that the volume of shares issuable upon exercise of Series B Warrants could shift between which potential price you choose. Please amend your disclosure so that at effectiveness the volume of shares is known, or please provide a detailed analysis as to why the use in part of the Nasdaq Minimum Price is compliant with Rule 430A.

Response: In response to the Staff’s comment,
we respectfully advise the Staff that the maximum number of shares issuable upon exercise of the Series B Warrants will be 16,666,667
shares, obtained by subtracting (I) the sum of (x) the aggregate number of shares sold on the Closing Date and (y) the number of Class
A Ordinary Shares issuable upon exercise in full of any Pre-funded Warrants, from (II) the quotient determined by dividing (x) the sum
of (i) the aggregate purchase price paid and (ii) the aggregate of all exercise prices paid or payable upon exercise in full of the Pre-Funded
Warrants, by (y) $[ ], which equals to 20% of the Nasdaq Minimum Price under the Nasdaq Listing Rule 5635(d) immediately prior to effectiveness
of this Registration Statement. The (y) in the formula will be fixed at the pricing which will be immediately prior to the effectiveness
of the Registration Statement. As discussed with the Staff, the Company will file an amendment to the Registration Statement immediately
after the pricing reflecting the pricing terms as well as volumes of all the securities being offered in this offering and globally replace
disclosures such as “estimate offering price” with “public offering price”.

    1

    3.
    With reference to prior comment 3 in our letter dated August 8, 2024, please explain why you have decided to employ a mechanism that relies on a formula that uses 20% of the Nasdaq Minimum Price.

Response: In response to the Staff’s comment,
Nasdaq Listing Rule 5635 (d) along with the FAQ 280 set forth the general guidance concerning issuance of deeply discounted securities.
Since the guidance does not give any numeric parameter on the percentage of the discount and refer the issuers to Nasdaq staff for staff
interpretation, we reached out to Nasdaq staff. The Nasdaq regulatory analyst advised in an email that the discount cannot be above 80%.
Hence the parties chose to employ a mechanism that relies on a formula that uses 20% of the Nasdaq Minimum Price.

In responding to your comments, the Company acknowledges
that:

    ●
    the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

    ●
    Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and

    ●
    the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

    2

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, or Joan Wu at (212) 530-2208.

    Very truly yours,

    /s/ Zhen Fan

    Name:
    Zhen Fan

    Title:
    Chief Executive Officer and Director

    cc:
    Ying Li, Esq.

Joan Wu, Esq.

    Hunter Taubman Fischer & Li LLC

3

September 5, 2024
Zhen Fan
Chief Executive Officer
Haoxi Health Technology Ltd
Room 801, Tower C, Floor 8
Building 103
Huizhongli, Chaoyang District
Beijing, China
Re:Haoxi Health Technology Ltd
Amendment No. 6 to Registration Statement on Form F-1
Filed August 28, 2024
File No. 333-280174
Dear Zhen Fan:
            We have reviewed your amended registration statement and have the following
comment(s).
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our August 26, 2024 letter.
Amendment No. 6 to Registration Statement on Form F-1, Filed August 28, 2024
Exhibits
1.We note this amendment does not include updated versions of the Series A warrant, the
Series B warrant and the warrant agreement (Exhibits 4.3 to 4.5). However, it would
appear that changes to the mechanisms of the warrants results in the warrants described in
the registration statement no longer aligning to the exhibits included. Please file updated
versions of these exhibits.

September 5, 2024
Page 2
General
2.We note your response to prior comment 2 and reissue in part. We acknowledge the
amended disclosure for the Series B Warrants disclosing that the maximum number of
Series B Warrants will be 16,666,667 shares and an amended version of the formula for
obtaining that maximum. However, we note that this formula still includes the Nasdaq
Minimum Price as an input, which is one of two potential prices. As a result, it would
appear that the volume of shares issuable upon exercise of Series B Warrants could shift
between which potential price you choose. Please amend your disclosure so that at
effectiveness the volume of shares is known, or please provide a detailed analysis as to
why the use in part of the Nasdaq Minimum Price is compliant with Rule 430A.
3.With reference to prior comment 3 in our letter dated August 8, 2024, please explain why
you have decided to employ a mechanism that relies on a formula that uses 20% of the
Nasdaq Minimum Price.
            Please contact Nicholas Nalbantian at 202-551-7470 or Dietrich King at 202-551-8071
with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Joan Wu

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August 28, 2024

Via EDGAR

Division of Corporation Finance

Office of Trade & Services

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

    Attention:
    Nicholas Nalbantian

    Dietrich King

    Re:
    Haoxi Health Technology Ltd

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

    Filed August 12, 2024

    File No. 333-280174

Ladies and Gentlemen:

This letter (“Letter”) is in response
to the letter dated August 26, 2024 from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”)
addressed to Haoxi Health Technology Ltd (the “Company,” “we,” and “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. 5 to Registration Statement on
Form F-1, Filed August 12, 2024

Risk Factors

Risk Related to this Offering and the Trading
Market

You will experience immediate and substantial
dilution in the net tangible book value of Class A

Ordinary Shares purchased. The existing...,
page 54

 1. We
note your response to prior comment 2, and we reissue it in part. Please update the dilution risk factor with as much specificity as
possible. In this regard, we note the risk factor still categorizes dilution as potential rather that likely.

Response: In response to the Staff’s comment,
we have revised relevant disclosures on pages 53 and 54 to specify that dilution is likely to happen upon this offering.

General

 2. We
note your response to prior comment 4, and we reissue it in part. If you intend to rely on Rule 430A, please disclose a fixed number
of securities for each class of security included in the registered transaction such that such numbers are in the registration statement
at the time of effectiveness. In this regard, we note it appears the number of shares underlying the Series B warrants will not be known
until after the registration statement is effective. Please refer Question 227.02 of our Securities Act Rules Compliance and Disclosure
Interpretations.

Response: In response to the Staff’s comment,
we have revised the disclosure to include both the maximum number of shares issuable upon exercise of Series A Warrants and the maximum
number of shares issuable upon exercise of the Series B Warrants based on a good faith estimate of the offering price.

* * * * * * * * * * * *

In responding to your comments, the Company acknowledges
that:

 ● the
Company is responsible for the adequacy and accuracy of the disclosure in the filing;

 ● Staff
comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to
the filing; and

 ● the
Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities
laws of the United States.

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, or Joan Wu at (212) 530-2208.

    Very truly yours,

    /s/ Zhen Fan

    Name:
    Zhen Fan

    Title:
    Chief Executive Officer and Director

    cc:
    Ying Li, Esq.

Joan Wu, Esq.

    Hunter Taubman Fischer & Li LLC

August 26, 2024
Zhen Fan
Chief Executive Officer
Haoxi Health Technology Ltd
Room 801, Tower C, Floor 8
Building 103
Huizhongli, Chaoyang District
Beijing, China
Re:Haoxi Health Technology Ltd
Amendment No. 5 to Registration Statement on Form F-1
Filed August 12, 2024
File No. 333-280174
Dear Zhen Fan:
            We have reviewed your amended registration statement and have the following
comment(s).
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our August 8, 2024 letter.
Amendment No. 5 to Registration Statement on Form F-1 filed August 12, 2024
Risk Factors
Risk Related to this Offering and the Trading Market
You will experience immediate and substantial dilution in the net tangible book value of Class A
Ordinary Shares purchased. The existing..., page 54
1.We note your response to prior comment 2, and we reissue it in part. Please update the
dilution risk factor with as much specificity as possible. In this regard, we note the risk
factor still categorizes dilution as potential rather that likely.
General
We note your response to prior comment 4, and we reissue it in part. If you intend to rely 2.

August 26, 2024
Page 2
on Rule 430A, please disclose a fixed number of securities for each class of security
included in the registered transaction such that such numbers are in the registration
statement at the time of effectiveness. In this regard, we note it appears the number of
shares underlying the Series B warrants will not be known until after the registration
statement is effective. Please refer Question 227.02 of our Securities Act Rules
Compliance and Disclosure Interpretations.
            Please contact Nicholas Nalbantian at 202-551-7470 or Dietrich King at 202-551-8071
with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Joan Wu

CORRESP
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August 12, 2024

Via EDGAR

Division of Corporation Finance

Office of Trade & Services

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

    Attention:
    Nicholas Nalbantian

    Dietrich King

    Re:
    Haoxi Health Technology Ltd

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

    Filed July 31, 2024

    File No. 333-280174

Ladies and Gentlemen:

This letter (“Letter”) is in response
to the letter dated August 8, 2024 from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”)
addressed to Haoxi Health Technology Ltd (the “Company,” “we,” and “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. 4 to Registration Statement on
Form F-1, Filed July 31, 2024

Cover Page

    1.
    We note your response to prior comment 1 and reissue. We acknowledge the amended disclosure removing “but not decrease” throughout the registration statement. However, it still appears that between close and the “Series B Exercise Date” there is no means for holders of the Series B warrants to exercise. As a result, please clarify why the total number of shares exercisable by the Series B warrants is an “increase” when there is no amount of shares other than the “increased” amount that could be exercised by Series B warrant holders. In addition, please tell us the purpose of the exercise price of $0.0001 set forth in Section 1(b) of the Form of Series B Warrant and please tell us the circumstances under which warrants could be validly exercised at that exercise price.

Response: In response to the Staff’s comment,
we have revised the form of Series B Warrants and the disclosure in the Amended Registration Statement to reflect the fact that the holders
of the Series B Warrants can exercise them only on or after the Series B Exercise Date, and that the number of shares exercisable is determined
based on the offering price at the time of pricing.

To address the last point in the Staff’s
comment, this is part of the overall deal terms the issuer is offering, i.e., a unit is composed of one Class A ordinary share/prefunded
warrant, two sets of warrants with Series B Warrant with a par value exercise price, which could be exercised at such exercise price on
or after the exercise date during the term.

Prospectus Summary, page 1

    2.
    We note your response to prior comment 2 and reissue in part. We acknowledge the inclusion of the new dilution risk factor and the updates made to the risk factor on page 53. However, we note that you still disclose that this offering “could” or “may” result in substantial dilution, while the previous version of the risk factor on page 53 had no such condition. Please revise your disclosure to warn investors, if true, that dilution is likely or explain to us why such disclosure is not necessary.

Response: In response to the Staff’s comment,
we have included disclosure on page 22 of the Amended Registration Statement to highlight the dilutive effect of this transaction on our
existing security holders. In addition, we have modified the disclosure throughout the Amended Registration Statement to reflect that
the issuance of the Series A Warrants and the Series B Warrants is likely to result in substantial dilution to our existing shareholders
and could cause the market price of our Class A Ordinary Shares to decline.

General

    3.
    We note your response to prior comment 3 and we reissue in part. We acknowledge the updated disclosure made to the registration statement; however, please tell us the purpose of the “Series B Exercise Date” mechanism, as its mechanics do not appear to have materially changed since the previous amendment. Namely, please explain why you have decided to employ a mechanism that relies on employing a “New Share Amount” formula for volume combined with using the 20% of Nasdaq Minimum Price to determine “Adjusted Price.”

Response: In response to the Staff’s comment,
we have revised the two forms of warrants, filed as Exhibit 4.3 and 4.4 of the Amended Registration Statement, and relevant disclosures
throughout the Amended Registration Statement to remove any unintended impression of “at-the-market” adjustment as the exercise
price of Series A warrants and Series B warrants will be fixed on the pricing date. The Series A Warrants and the Series B Warrants do
contain standard anti-dilution provisions and a cashless exercise feature, each of which will result in a modification to the Initial
Exercise Price of those warrants, but these are standard warrant provisions, not a result of reset.

The “20% of Nasdaq Minimum Price”
for “Adjusted Price” (or the “Reference Price” in the revised form of Series B Warrants), is the minimum floor
price permitted by the Nasdaq for convertible securities such as the Series B Warrants here. Therefore the New Share Amount formula is
based on that floor price.

    2

    4.
    We note your response to prior comment 5 and reissue. We acknowledge your explanations with regards to the Series A warrants and the Series B warrants; however, please provide us with your analysis to tell us how these securities are compliant with Rule 415 governing an at-the-market offering. In your analysis, please explain how the price of the Series A warrants and the aggregate number of securities included will be fixed as of the effective date of the registration statement when the Exhibit 4.3 definition of the “Adjusted Price” - triggered on the “Series B Exercise Date” - appears to lower the price to (i) the Nasdaq price on the closing date, or (ii) the average closing price for the five days immediately preceding the signing of the Underwriting Agreement. Assuming the offering will not close until after the effective date, it would appear that these closing date price-points cannot be known on the date of effectiveness. In addition, please provide us your analysis to explain how the Series B warrant aggregate number of securities and price will be fixed as of the effective date, when the provided formula to determine volume relies on knowing the performance of the pre-funded warrants on the date of closing, both in terms of the number of warrants exercised in full and the aggregate purchase price paid by investors at closing. As a result, it would appear that the volume, and thus price per share, would not be known at effectiveness.

Response: As noted above and in a discussion between
our counsel and Mr. Dietrich King of the Staff on Thursday, August 8, 2024, this is not an “at-the-market offering.” The exercise
price of the warrants and the number of warrants that will be issued in the offering will all be determined at the time the offering is
priced … none of these deal terms are dependent in any way on stock price movements that occur after pricing and before the Series
B Exercise Date. With respect to the Staff’s concern regarding the “the closing date price-points” and the “performance
of the pre-funded warrants on the date of closing”, we have revised the New Share Amount definition in the form of series B Warrant.

In this regard, we intend to rely on Rule 430A,
which states in part that “… the form of prospectus filed as part of a registration statement that is declared effective
may omit information with respect to the public offering price, underwriting syndicate (including any material relationships between the
registrant and underwriters not named therein), underwriting discounts or commissions, discounts or commissions to dealers, amount of
proceeds, conversion rates, call prices and other items dependent upon the offering price” as long as the conditions set forth in
Rule 430A are met. In this regard, we inform the Staff that we intend to file a Final Prospectus after the offering has priced which will
include the information omitted in reliance upon paragraph (a) of Rule 430A from the form of prospectus filed as part of a registration
statement that is declared effective. Such Final Prospectus will be contained in a form of prospectus filed with the Commission pursuant
to Rule 424(b) or Rule 497(h) under the Securities Act of 1933, as amended.

In responding to your comments, the Company acknowledges
that:

 ● the
Company is responsible for the adequacy and accuracy of the disclosure in the filing;

 ● Staff
comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to
the filing; and

 ● the
Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities
laws of the United States.

    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, or Joan Wu at (212) 530-2208.

    Very truly yours,

    /s/ Zhen Fan

    Name:
    Zhen Fan

    Title:
    Chief Executive Officer and Director

    cc:
    Ying Li, Esq.
 Joan Wu, Esq.

    Hunter Taubman Fischer & Li LLC

4

August 8, 2024
Zhen Fan
Chief Executive Officer
Haoxi Health Technology Ltd
Room 801, Tower C, Floor 8
Building 103
Huizhongli, Chaoyang District
Beijing, China
Re:Haoxi Health Technology Ltd
Amendment No. 4 to Registration Statement on Form F-1
Filed July 31, 2024
File No. 333-280174
Dear Zhen Fan:
            We have reviewed your amended registration statement and have the following
comment(s).
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our July 29, 2024 letter.
Amendment No. 4 to Registration Statement on Form F-1, Filed July 31, 2024
Cover Page
1.We note your response to prior comment 1 and reissue. We acknowledge the amended
disclosure removing "but not decrease" throughout the registration statement. However, it
still appears that between close and the "Series B Exercise Date" there is no means for
holders of the Series B warrants to exercise. As a result, please clarify why the total
number of shares exercisable by the Series B warrants is an "increase" when there is no
amount of shares other than the "increased" amount that could be exercised by Series B
warrant holders. In addition, please tell us the purpose of the exercise price of $0.0001 set
forth in Section 1(b) of the Form of Series B Warrant and please tell us the circumstances
under which warrants could be validly exercised at that exercise price.

August 8, 2024
Page 2
Prospectus Summary, page 1
2.We note your response to prior comment 2 and reissue in part. We acknowledge the
inclusion of the new dilution risk factor and the updates made to the risk factor on page
53. However, we note that you still disclose that this offering "could" or "may" result in
substantial dilution, while the previous version of the risk factor on page 53 had no such
condition. Please revise your disclosure to warn investors, if true, that dilution is likely or
explain to us why such disclosure is not necessary.
General
3.We note your response to prior comment 3 and we reissue in part. We acknowledge the
updated disclosure made to the registration statement; however, please tell us the purpose
of the "Series B Exercise Date" mechanism, as its mechanics do not appear to have
materially changed since the previous amendment. Namely, please explain why you have
decided to employ a mechanism that relies on employing a "New Share Amount" formula
for volume combined with using the 20% of Nasdaq Minimum Price to determine
"Adjusted Price."
4.We note your response to prior comment 5 and reissue. We acknowledge your
explanations with regards to the Series A warrants and the Series B warrants; however,
please provide us with your analysis to tell us how these securities are compliant with
Rule 415 governing an at-the-market offering. In your analysis, please explain how
the price of the Series A warrants and the aggregate number of securities included will be
fixed as of the effective date of the registration statement when the Exhibit 4.3 definition
of the "Adjusted Price" - triggered on the "Series B Exercise Date" - appears to lower the
price to (i) the Nasdaq price on the closing date, or (ii) the average closing price for the
five days immediately preceding the signing of the Underwriting Agreement. Assuming
the offering will not close until after the effective date, it would appear that these closing
date price-points cannot be known on the date of effectiveness. In addition, please provide
us your analysis to explain how the Series B warrant aggregate number of securities and
price will be fixed as of the effective date, when the provided formula to determine
volume relies on knowing the performance of the pre-funded warrants on the date of
closing, both in terms of the number of warrants exercised in full and the aggregate
purchase price paid by investors at closing. As a result, it would appear that the volume,
and thus price per share, would not be known at effectiveness.
            Please contact Nicholas Nalbantian at 202-551-7470 or Dietrich King at 202-551-8071
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Joan Wu

CORRESP
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July 31, 2024

Via EDGAR

Division of Corporation Finance

Office of Trade & Services

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

    Attention:
    Nicholas Nalbantian

    Dietrich King

    Re:
    Haoxi Health Technology Ltd

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

    Filed July 24, 2024

    File No. 333-280174

Ladies and Gentlemen:

This letter (“Letter”) is in response
to the letter dated July 29, 2024 from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”)
addressed to Haoxi Health Technology Ltd (the “Company,” “we,” and “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. 3 to Registration Statement on
Form F-1, Filed July 24, 2024

Cover Page

    1.
    You disclose on the prospectus cover page and elsewhere in the prospectus that on “the Reset Date, the number of shares issuable upon exercise of the Series B warrants shall be increased (but not decreased) to 13,227,513 shares.” However, we also note the Series B Warrants are exercisable only on or after the Reset Date. In view of this, please clarify how you would be able to increase the number of shares underlying the Series B Warrants when the warrants cannot be exercised before the Reset Date, which in turn implies that there could not be a lower number of shares that would then be increased.

Response: In response to the Staff’s comment,
we have revised the deal terms, filed as Exhibit 4.4 of the Amended Registration Statement, and relevant disclosures throughout the Amended
Registration Statement.

Prospectus Summary, page 1

    2.
    Please highlight in the “Offering” section of the prospectus summary, beginning on page 21, the dilutive effect of this transaction on both your existing security holders and holders who purchase securities in this transaction. In this regard, we note your existing dilution risk factor disclosure on page 53.

Response: In response to the Staff’s comment,
we have revised our disclosure on page 22 of the Amended Registration Statement to highlight the dilutive effect of this transaction on
both our existing security holders and holders who purchase securities in this transaction.

General

    3.
    Please tell us the purpose of the Reset Date mechanism and why the parties have included it as a term of the warrants. In addition, please tell us why the parties selected as the Reset Date the 16th trading day following issuance of the warrants.

Response:
In response to the Staff’s comment, we have revised the deal terms, filed as Exhibit 4.3 and 4.4 of the Amended Registration Statement,
and relevant disclosures throughout the Amended Registration Statement. We have taken out the term “reset” since the exercise
price of Series A warrants and Series B warrants will be fixed on the pricing date. The Company chose to select the 16th trading
day following the issuance of Series A warrants and Series B warrants as the Series B Exercise Date to allow sufficient time to avoid
too much dilution immediately after pricing.

    4.
    The exercise price of the Pre-Funded Warrants is disclosed as $0.0001 per share of Class A Ordinary Shares and the exercise price of the Series B Warrants is disclosed as $0.0001 per share of Class A Ordinary Shares. However, you disclose that the Series A Warrants on the Reset Date will have their exercise price changed from “$3.78 per Class A Ordinary Share” to “$0.756 and the number of shares issuable immediately prior to the reset shall be adjusted to 16,534,392.” In addition, on page 53 you disclose that the exercise price of the Series A Warrants on the Reset Date would be $0.151 per initially issued warrant. To ensure clarity for investors, please adjust your disclosure to state the exercise price of the Series A Warrants on a per share of Class A Ordinary Shares basis.

Response:
We have revised our disclosure on the cover page and risk factor on page 53 to disclose the exercise price of the Series A warrants on
a per share of Class A Ordinary Shares basis. We respectfully advise Staff that the exercise price of the Series A Warrant is adjusted
to $0.746 per Class A Ordinary Share on the Series B Exercise Date, and the number of shares issuable per initially-issued Series A Warrant
on the Series B Exercise Date would be five Class A Ordinary Shares.

    5.
    For each of the securities included in the registered transaction (i.e., the Units, the Class A Ordinary Shares, the Pre-Funded Warrants and the Class A Ordinary Shares underlying them, the Series A Warrants and the Class A Ordinary Shares underlying them, and the Series B Warrants and the Class A Ordinary Shares underlying them), please tell us whether the price of the security and the aggregate number of securities included in the transaction will be fixed as of the effective date of the registration statement. In addition, for each such security, please tell us whether the price or the number of securities, or both, can change after the effective date of the registration statement. For each such security, please tell us how the change would occur (i.e., explain the change mechanism). In this regard we note, by way of example only, the Reset Date mechanism in the form of Series B Warrant and the exercise price adjustment mechanism in Section 2 of the form of Series A Warrant. In doing so, please provide an example or examples to illustrate the change. In addition, please tell us how such change would be permissible under the federal securities laws. In this regard, we note you are registering the transaction on Form F-1 and thus, for example, cannot rely on Rule 415 to do an at-the-market offering.

Response:
We respectfully advise the Staff that, for each of the securities included
in the registered transaction, the price and the aggregate number of securities included in the transaction will be fixed as of the effective
date of the registration statement. The Pre-Funded Warrants are exercisable on issuance at an exercise price of $0.0001 per share of Class
A Ordinary Shares and will not expire until exercised in full. By way of example, based on an assumed offering price of $3.73, which was
the last reported sale price of our Class A Ordinary Shares on The Nasdaq Capital Market on July 29, 2024, the Series A Warrants are exercisable
upon issuance and have an exercise price of $3.73 per Class A Ordinary Share (subject to certain anti-dilution and share combination event
protections, and subject to certain adjustment on the Series B Exercise Date) and have a term of 5 years. The Series B Warrants will be
exercisable at any time or times on or after the Series B Exercise Date, will have an exercise price of $0.0001 per Class A Ordinary Share
and will have a term of 5 years. On the Series B Exercise Date, assuming an offering price of $3.73 per Unit, the exercise price of the
Series A Warrant shall be adjusted to $0.746, and the number of shares issuable upon exercise of the Series A Warrant shall be adjusted
to 16,756,032 shares, which is the number of shares determined by multiplying the exercise price then in effect at issuance by the number
of warrant shares acquirable upon exercise of the Series A Warrant immediately prior to such adjustment and dividing the product thereof
by $0.746. To clarify, the number of shares issuable per initially-issued Series A Warrant on the Series B Exercise Date
would be five Class A Ordinary Shares, and the exercise price of the Series A Warrant would be $0.746 per Class A Ordinary Share. Assuming
an offering price of $3.73 per Unit, the number of shares issuable upon exercise of the Series B warrants shall be increased to 13,404,826
shares, which is equal to the number (if positive) obtained by subtracting (I) the sum of (x) the number of shares issued at closing and
(y) the number of shares issuable upon exercise in full of any Pre-funded Warrants purchased by the investors at closing, from (II) the
quotient determined by dividing (x) the sum of (i) the aggregate purchase price paid by the investors at closing and (ii) the aggregate
of all exercise prices paid or payable by the investors upon exercise in full of the Pre-Funded Warrants, by (y) $0.746.  As such,
the maximum number of Class A Ordinary Share underlying the Series A Warrants and Series B Warrants would be an aggregate of approximately
16,756,032 shares and 13,404,826 shares, respectively, assuming an offering price of $3.73 per Unit.

As such, we believe that our offering is not an
“at the market offering” under SEC Rule 415 and we can register this offering on Form F-1.

In responding to your comments, the Company acknowledges
that:

    ●
    the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

    ●
    Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and

    ●
    the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

    2

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, or Joan Wu at (212) 530-2208.

Very truly yours,

    /s/ Zhen Fan

    Name:
    Zhen Fan

    Title:
    Chief Executive Officer and Director

    cc:

    Ying Li, Esq.

    Joan Wu, Esq.

    Hunter Taubman Fischer & Li LLC

3

July 29, 2024
Zhen Fan
Chief Executive Officer
Haoxi Health Technology Ltd
Room 801, Tower C, Floor 8
Building 103
Huizhongli, Chaoyang District
Beijing, China
Re:Haoxi Health Technology Ltd
Amendment No. 3 to Registration Statement on Form F-1
Filed July 24, 2024
CIK No. 0001954594
Dear Zhen Fan:
            We have reviewed your amended registration statement and have the following
comment(s).
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Amendment No. 3 to Registration Statement on Form F-1, Filed July 24, 2024
Cover Page
1.You disclose on the prospectus cover page and elsewhere in the prospectus that on "the
Reset Date, the number of shares issuable upon exercise of the Series B warrants shall be
increased (but not decreased) to 13,227,513 shares." However, we also note the Series B
Warrants are exercisable only on or after the Reset Date. In view of this, please clarify
how you would be able to increase the number of shares underlying the Series B Warrants
when the warrants cannot be exercised before the Reset Date, which in turn implies that
there could not be a lower number of shares that would then be increased.

July 29, 2024
Page 2
Prospectus Summary, page 1
2.Please highlight in the “Offering” section of the prospectus summary, beginning on page
21, the dilutive effect of this transaction on both your existing security holders and
holders who purchase securities in this transaction. In this regard, we note your existing
dilution risk factor disclosure on page 53.
General
3.Please tell us the purpose of the Reset Date mechanism and why the parties have included
it as a term of the warrants. In addition, please tell us why the parties selected as the Reset
Date the 16 th trading day following issuance of the warrants.
4.The exercise price of the Pre-Funded Warrants is disclosed as $0.0001 per share of Class
A Ordinary Shares and the exercise price of the Series B Warrants is disclosed as $0.0001
per share of Class A Ordinary Shares. However, you disclose that the Series A Warrants
on the Reset Date will have their exercise price changed from "$3.78 per Class A
Ordinary Share" to "$0.756 and the number of shares issuable immediately prior to the
reset shall be adjusted to 16,534,392." In addition, on page 53 you disclose that the
exercise price of the Series A Warrants on the Reset Date would be $0.151 per initially-
issued warrant. To ensure clarity for investors, please adjust your disclosure to state the
exercise price of the Series A Warrants on a per share of Class A Ordinary Shares basis.
5.For each of the securities included in the registered transaction (i.e., the Units, the Class A
Ordinary Shares, the Pre-Funded Warrants and the Class A Ordinary Shares underlying
them, the Series A Warrants and the Class A Ordinary Shares underlying them, and the
Series B Warrants and the Class A Ordinary Shares underlying them), please tell us
whether the price of the security and the aggregate number of securities included in the
transaction will be fixed as of the effective date of the registration statement. In addition,
for each such security, please tell us whether the price or the number of securities, or both,
can change after the effective date of the registration statement. For each such security,
please tell us how the change would occur (i.e., explain the change mechanism). In this
regard we note, by way of example only, the Reset Date mechanism in the form of Series
B Warrant and the exercise price adjustment mechanism in Section 2 of the form of Series
A Warrant. In doing so, please provide an example or examples to illustrate the change. In
addition, please tell us how such change would be permissible under the federal securities
laws. In this regard, we note you are registering the transaction on Form F-1 and thus, for
example, cannot rely on Rule 415 to do an at-the-market offering.
            Please contact Nicholas Nalbantian at 202-551-7470 or Dietrich King at 202-551-8071
with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Joan Wu

CORRESP
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June 18, 2024

VIA EDGAR CORRESPONDENCE

U.S. Securities and Exchange Commission

Division of Corporate Finance

Office of Trade and Services

100 F Street, N.E.

Washington, DC 20549

    Attention:
    Nicholas Nalbantian

    Re:
    Haoxi Health Technology Limited

    Registration Statement on Form F-1

    (File No. 333-280174)

    REQUEST FOR WITHDRAWAL OF THE ACCELERATION OF EFFECTIVENESS

Dear Mr. Nalbantian,

EF Hutton LLC, as representative
of the underwriters, hereby withdraw its request, filed on the Edgar system June 13, 2024, for acceleration of the effective date of the
above-referenced Registration Statement on Form F-1.

    EF Hutton LLC

    By:
    /s/ Stephanie Hu

    Name:
    Stephanie Hu

    Title:
    Co-Head of Investment Banking

CORRESP
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Haoxi Health Technology Limited

June 18, 2024

Via EDGAR

Division of Corporation Finance

Office of Manufacturing

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

    Attention:
    Nicholas Nalbantian

    Re:
    Haoxi Health Technology Limited

    Registration Statement on Form F-1, as amended

    Initially Filed on June 13, 2024

    File No. 333-280174

Dear Mr. Nalbantian:

On June 13, 2024, Haoxi Health
Technology Limited (the “Company”) requested acceleration of the effective date of the above referenced Registration Statement
so that it would become effective at 4:30 p.m. ET on June 17, 2024, or as soon as thereafter as practicable, which date the Company subsequently
requested be extended to 4:30 p.m. ET on June 18, 2024. We hereby withdraw our request for acceleration of effectiveness.

    Very truly yours,

    Haoxi Health Technology Limited

    By:
    /s/ Fan Zhen

    Name:
    Fan Zhen

    Title:
    Chief Executive Officer, Director

CORRESP
1
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June 13, 2024

VIA EDGAR CORRESPONDENCE

U.S. Securities and Exchange Commission

Division of Corporate Finance

Office of Trade and Services

100 F Street, N.E.

Washington, DC 20549

    Attention:
    Nicholas Nalbantian

    Re:
    Haoxi Health Technology Limited

    Registration Statement on Form F-1

    (File No. 333-280174)

    REQUEST FOR ACCELERATION OF EFFECTIVENESS

Dear Mr. Nalbantian,

In accordance with Rule 461
of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), EF Hutton LLC, as representative
of the underwriters, hereby requests acceleration of the effective date of the above-referenced Registration Statement so that it will
become effective at 4:30 p.m., Eastern Time, on June 17, 2024, or as soon thereafter as practicable.

Pursuant to Rule 460 under
the Act, we wish to advise you that the underwriters have distributed as many copies of the preliminary prospectus to underwriters, dealers,
institutions and others as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

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.

    EF Hutton LLC

    By:
    /s/ Stephanie Hu

    Name:
    Stephanie Hu

    Title:
    Co-Head of Investment Banking

CORRESP
1
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Haoxi Health Technology Limited

June 13, 2024

Via EDGAR

Division of Corporation Finance

Office of Manufacturing

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

    Attention:
    Robert Shapiro

    Doug Jones

    Nicholas Nalbantian

    Erin Jaskot

    Re:
    Haoxi Health Technology Limited

    Registration Statement on Form F-1, as amended

    Initially Filed on June 13, 2024

    File No. 333-280174

Ladies and Gentlemen:

In accordance with Rule 461
of the General Rules and Regulations under the Securities Act of 1933, as amended, Haoxi Health Technology Limited hereby requests
that the effectiveness of the above-referenced Registration Statement on Form F-1, as amended, be accelerated to and that the Registration
Statement become effective at 4:30 p.m., Eastern Time, on June 17, 2024, or as soon thereafter as practicable.

    Very truly yours,

    Haoxi Health Technology Limited

    By:
    /s/ Fan Zhen

    Name:
    Fan Zhen

    Title:
    Chief Executive Officer, Director

United States securities and exchange commission logo
March 22, 2024
Zhen Fan
Chief Executive Officer
Haoxi Health Technology Ltd
Room 801, Tower C, Floor 8
Building 103
Huizhongli, Chaoyang District
Beijing, China
Re:Haoxi Health Technology Ltd
Draft Registration Statement on Form F-1
Submitted March 15, 2024
CIK No. 0001954594
Dear Zhen Fan:
            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 Nicholas Nalbantian at 202-551-7470 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Ying Li

CORRESP
1
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January 24, 2024

VIA EDGAR CORRESPONDENCE

U.S. Securities and Exchange Commission

Division of Corporate Finance

Office of Trade and Services

100 F Street, N.E.

Washington, DC 20549

    Attention:
    Robert Shapiro

    Doug Jones

    Nicholas Nalbantian

    Erin Jaskot

    Re:
    Haoxi Health Technology Limited

    Registration Statement on Form F-1

    (File No. 333-274214)

    REQUEST FOR ACCELERATION OF EFFECTIVENESS

Ladies and Gentlemen:

In accordance with Rule 461
of the General Rules and Regulations under the Securities Act of 1933, as amended, EF Hutton LLC, as representative of the underwriters,
hereby requests acceleration of the effective date of the above-referenced Registration Statement so that it will become effective at
4:00 p.m., Eastern Standard Time, on January 25, 2024, or as soon thereafter as practicable.

Pursuant to Rule 460 under
the Act, we wish to advise you that the underwriters have distributed as many copies of the preliminary prospectus to underwriters, dealers, institutions and others as appears to be reasonable to secure
adequate distribution of the preliminary prospectus.

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.

    EF Hutton LLC

    By:
    /s/ Sam Fleischmann

    Name:
    Sam Fleischmann

    Title:
    Supervisory Principal

CORRESP
1
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Haoxi Health Technology Limited

January 24, 2024

Via EDGAR

Division of Corporation Finance

Office of Manufacturing

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

    Attention:
    Robert Shapiro

    Doug Jones

    Nicholas Nalbantian

    Erin Jaskot

    Re:
    Haoxi Health Technology Limited

    Registration Statement on Form F-1, as amended

    Initially Filed on August 25, 2023

    File No. 333-274214

Ladies and Gentlemen:

In accordance with Rule 461
of the General Rules and Regulations under the Securities Act of 1933, as amended, Haoxi Health Technology Limited hereby requests
that the effectiveness of the above-referenced Registration Statement on Form F-1, as amended, be accelerated to and that the Registration
Statement become effective at 4.00 p.m., Eastern Time, on January 25, 2024, or as soon thereafter as practicable.

    Very truly yours,

    Haoxi Health Technology Limited

    By:
    /s/ Fan Zhen

    Name:
    Fan Zhen

    Title:
    Chief Executive Officer, Director

CORRESP
1
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November 22, 2023

Via EDGAR

Division of Corporation Finance

Office of Trade & Services

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

    Attention:
    Robert Shapiro

    Doug Jones

    Nicholas Nalbantian

    Erin Jaskot

    Re:
    Haoxi Health Technology Ltd

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

    Filed October 24, 2023

    File No. 333-274214

Ladies and Gentlemen:

This letter (“Letter”) is in response
to the letter dated November 15, 2023 from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”)
addressed to Haoxi Health Technology Ltd (the “Company,” “we,” and “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/3”) is being filed to accompany this letter.

Amendment No. 2 to Registration Statement on
Form F-1, Filed October 24, 2023

Risk Factors

Risks Related to Doing Business in China

There are uncertainties regarding the interpretation
and enforcement of PRC laws..., page 20

    1.
    We note your response to comment 1 and reissue in part. Please restore the language in this risk factor to the version contained in the registration statement dated August 25, 2023. We do not believe that your revised disclosure conveys the significant discretion in enforcement of laws, rules and regulations, and that enforcement can be inconsistent and unpredictable.

Response: In response to the Staff’s comment,
we have restored the language in this risk factor to the version contained in the registration statement dated August 25, 2023 on page
20 of the F-1/A/3.

The PRC government exerts substantial influence
over..., page 22

    2.
    We note your response to comment 1 and reissue in part. Please restore the language in this risk factor to the version contained in the registration statement dated August 25, 2023. We do not believe that your revised disclosure conveys the substantial control the Chinese government exercises over the Chinese economy or that future actions could have a significant economic infect on economic conditions in China or require you to divest yourselves of interests held in your operations in China.

Response: In response to the Staff’s comment,
we have restored the language in this risk factor to the version contained in the registration statement dated August 25, 2023 on page
22 of the F-1/A/3.

PRC regulations regarding acquisitions impose
significant regulatory approval and review

requirements, which could make it more...,
page 27

    3.
    We note your response to comment 1 and reissue in part. Please restore the language found in the final paragraph of this risk factor to the version contained in the registration statement dated August 25, 2023. We do not believe that your revised disclosure that removes detailed references to the regulatory oversight of SAMR and MOFCOM conveys the same risks.

Response: In response to the Staff’s comment,
we have restored the language found in the final paragraph of this risk factor to the version contained in the registration statement
dated August 25, 2023 on page 27 of the F-1/A/3.

Recent joint statement by the SEC and the PCAOB,
rule changes by Nasdaq, and the HFCA Act

all call for additional and more stringent...,
page 33

    4.
    We note your response to comment 1 and reissue in part. We note the new disclosure in this risk factor, particularly in the first and last paragraphs of this risk factor on page 34, please restore the language to the version contained in the registration statement dated August 25, 2023. We do not believe that your revised disclosure, that no longer states that the PCAOB was not given access to inspections in China, and the removal of the distinct risk of the PCAOB being obstructed, conveys the same risk. Please also make corresponding changes to the PCAOB related disclosure on the cover page.

Response: In response to the Staff’s comment,
we have restored the language of this risk factor to the version contained in the registration statement dated August 25, 2023 on the
cover page and pages 1 and 34 of the F-1/A/3.

Limitations on the availability of data and
the operating entity’s ability to analyze such data could

affect its optimization capability..., page
40

    5.
    We note your response to comment 1 and reissue in part. We note the change in this risk factor heading from “significantly restrict” to “affect.” Please restore this risk factor heading to the previous version found in the registration statement dated August 25, 2023. Since you risk factor contemplates that government authorities could prohibit or limit the collection of data, the previous risk factor heading better reflects the content of the risk factor.

Response: In response to the Staff’s comment,
we have restored the heading of this risk factor to the previous version found in the registration statement dated August 25, 2023 on
page 40 of the F-1/A/3.

    2

Capitalization, page 63

    6.
    Please explain to us why you have not included loans outstanding in the table pursuant to Item 3.B of Form 20-F as directed by Item 4.a of Form F-1, or revise as appropriate.

Response: In response to the Staff’s comment,
we revised the capitalization table and relevant disclosures on page 63 to include outstanding short-term loans and long-term borrowing,
pursuant to Item 3.B of Form 20-F.

    7.
    Please explain to us and disclose how the balance of deferred listing costs at June 30, 2023 is reflected in the “As adjusted” column.

Response: In response to the Staff’s comment,
we have revised the disclosure on page 63 to disclose the balance of deferred listing costs at June 30, 2023 in the “As adjusted”
column. The balance of deferred listing costs at June 30, 2023 are reflected in the “As adjusted” column in the following
manner: The additional paid-in capital in the “As adjusted” column is calculated as the sum of the additional paid-in capital
in the “Actual” column and the net offering proceeds. The net proceeds of $11,028,387 are calculated as follows: $13,500,000
gross offering proceeds, less underwriting discounts and commissions of $1,080,000, underwriter’s non-accountable expense allowance
of $135,000, accountable expense of $239,500, and other estimated offering expenses of $1,017,113. The balance of deferred listing costs
of $556,752 at June 30, 2023 is a part of other estimated offering expense, and is therefore subtracted from the gross offering proceeds
in computing the “As Adjusted” number.

Dilution, page 64

    8.
    Please explain to us and disclose how the balance of deferred listing costs at June 30, 2023 is reflected in adjusted net tangible book value at June 30, 2023.

Response: In response to the Staff’s comment,
we revised the disclosure on page 64 to reflect the balance of the deferred listing costs at June 30, 2023 in the adjusted net tangible
book value at June 30, 2023. The balance of deferred listing costs at June 30, 2023 are reflected in the adjusted net tangible book value
at June 30, 2023 in the following manner: the adjusted net tangible book value of $12,594,892 at June 30, 2023 is the sum of the actual
net tangible book value of $1,009,753 as of June 30, 2023, net offering proceeds of $11,028,387 and the deferred listing costs of $556,752.
The actual net tangible book value of $1,009,753 as of June 30, 2023 is calculated by subtracting the deferred listing costs of $556,752
at June 30, 2023 from the total shareholders’ equity of $1,566,505 at June 30, 2023. The reason for adding back the balance of deferred
listing costs during the step of calculating the adjusted net tangible book value at June 30, 2023 is to avoid the repeated counting in
the subtraction of the balance of deferred listing costs, since this balance is also subtracted in the calculation of net offering proceeds.

Management’s Discussion and Analysis of Financial
Condition and Results of Operations

Liquidity and Capital Resources, page 69

    9.
    We note the significant increase in supplier advances at June 30, 2023 from June 30, 2022. If this is a known contractual obligation or material cash requirement, please expand your discussion to clearly explain the use of advances to suppliers. Refer to Item 5.B and Item 5.B.3 of Form 20-F as referenced from Item 4.a of Form F-1.

Response: Supplier advances refer to the advance
payment to media platforms which require us to prepay before we place customers’ advertisements on the platform. The increase in
supplier advances is mainly due to the increase in the sales orders, which can be attested by the increase in advances from customers
from $166,899 at June 30, 2022 to $1,493,947 at June 30. 2023. Rather the increase is not due to known contractual obligations or cash
requirements.

    3

Consolidated Financial Statements for the Years
Ended June 30, 2023 and 2022

Consolidated Statements of Cash Flows, page
F-6

    10.
    Please reconcile for us the amounts presented here for changes in balance sheet line items with the change in the corresponding line item presented in the consolidated balance sheets. For example (but not limited to), the amount presented here for the change in “Advance payment” is $2,473,178 but the change on the balance sheet in “Supplier advances” is $2,373,648, and the amount presented here for the change in “Accounts payable” is $1,201,034 but the change on the balance sheet in “Accounts payable” is $1,244,298.

Response: The difference is due to the different
exchange rate applied to balance sheet items and corresponding items on the cash flow statements at the translation of financial statements.
Specifically, our principal country of operations is the PRC. The financial position and results of our operations are determined using
RMB, the local currency, as the functional currency. Our financial statements are reported using U.S. Dollars (“US$”). Assets
and liabilities are translated using the exchange rate at each balance sheet date (“spot rate”). The statements of operations
and the consolidated statements of cash flows denominated in foreign currency are translated at the average rate of exchange during the
reporting period (“average rate”).

In response to the Staff’s comment, we reconciled
the change of certain major balance sheet items, such as advance payment and accounts payable which carry relatively higher balance with
the changes shown on the cash flow statements in the following table.

    June-30-2022

    June-30-203

    Accounting

    subjects
    Description
    Spot rate
    6.71
    Spot rate
    7.23

    Average rate
    6.94

    Advance

 payment

    RMB

    RMB
    Change in amount (RMB)

    Change in amount (US$)

    (applied with the average rate)

    The amount presented in consolidated statement of cash flow
    208,268

    17,375,739
    17,167,471
    2,473,178

    US$ (applied

 with the spot rate)

    US$ (applied

with the spot rate)

    Change in amount (US$)

    The amount presented in consolidated balance sheet
    31,032

    2,404,680

    2,373,648

    Accounts

    payable

    RMB

    RMB
    Change in amount (RMB)
    Change in amount (US$)

(applied with the average rate)

    The amount presented in consolidated statement of cash flow
    8,534,285

    197,350
    -8,336,934
    -1,201,034

    US$ (applied

 with the spot rate)

    US$ (applied

 with the spot rate)

    Change in amount (US$)

    The amount presented in consolidated balance sheet
    1,271,610

    27,312

    -1,244,298

    4

Notes to Consolidated Financial Statements

Note 4. Advances to Suppliers, net, page F-16

    11.
    Here you refer to “Advances to Suppliers, net,” the balance sheet refers to “Supplier advances,” the operating activities section of the cash flow statement refers to “Advance payment,” note 2(f) refers to “Prepayment to suppliers, net” and page 70 refers to “advance payments to media platforms.” If all of these descriptions refer to the same activity, please revise to use one description consistently and what it is net of. If they refer to differing activities, disclose how they are distinguished and your accounting for each. Also revise to disclose here and elsewhere as appropriate the specific nature of this/these activity/activities. Along with your revised disclosure, explain to us and disclose as appropriate how payments represented here relate to your references to “traffic acquisition from top online media platforms” and “prepayments for future traffic acquisition” referred to elsewhere in the filing (e.g., pages 74, 83 and F-10) and what traffic acquisition in this context represents.

Response: The phrases of “Advances to supplier,
net”, “Supplier advances”, “Advance payment”, “Prepayment to suppliers, net” and “advance
payments to media platforms” have the same meaning, which is the advance payment to suppliers. The suppliers specifically refer
to media platforms, where we place ads for our advertiser customers. The “net” refers to that balance that is net of allowances
for doubtful accounts, if any. We have revised relevant descriptions to “advance to suppliers” and “advance to suppliers,
net” for consistency, on pages 70, F-3, F-6 and F-8.

In relation to “traffic acquisition from
top online media platforms” and “prepayments for future traffic acquisition” mentioned in the prospectus, we are generally
required to pay advances to online media platforms before we place advertisements on these platforms with registered users who are the
target audience of our advertisement campaigns. The process of advertising and acquiring a target audience on online media platforms is
called “traffic acquisition.” We have revised disclosures on pages 74, 83 and F-10 for clarification.

In responding to your comments, the Company acknowledges
that:

    ●
    the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

    ●
    Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and

    ●
    the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

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/ Zhen Fan

    Name:
    Zhen Fan

    Title:
    Chief Executive Officer and Director

    cc:
    Ying Li, Esq.

    Hunter Taubman Fischer & Li LLC

5

United States securities and exchange commission logo
November 15, 2023
Zhen Fan
Chief Executive Officer
Haoxi Health Technology Ltd
Room 801, Tower C, Floor 8
Building 103
Huizhongli, Chaoyang District
Beijing, China
Re:Haoxi Health Technology Ltd
Amendment No. 2 to Registration Statement on Form F-1
Filed October 24, 2023
File No. 333-274214
Dear Zhen Fan:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our September 27, 2023 letter.
Amendment No. 2 to Registration Statement on Form F-1, Filed October 24, 2023
Risk Factors
Risks Related to Doing Business in China
There are uncertainties regarding the interpretation and enforcement of PRC laws..., page 20
1.We note your response to comment 1 and reissue in part. Please restore the language in
this risk factor to the version contained in the registration statement dated August 25,
2023. We do not believe that your revised disclosure conveys the significant discretion in
enforcement of laws, rules and regulations, and that enforcement can be inconsistent and
unpredictable.

 FirstName LastNameZhen Fan
 Comapany NameHaoxi Health Technology Ltd
 November 15, 2023 Page 2
 FirstName LastName
Zhen Fan
Haoxi Health Technology Ltd
November 15, 2023
Page 2
The PRC government exerts substantial influence over..., page 22
2.We note your response to comment 1 and reissue in part. Please restore the language in
this risk factor to the version contained in the registration statement dated August 25,
2023. We do not believe that your revised disclosure conveys the substantial control the
Chinese government exercises over the Chinese economy or that future actions could have
a significant economic infect on economic conditions in China or require you to divest
yourselves of interests held in your operations in China.
PRC regulations regarding acquisitions impose significant regulatory approval and review
requirements, which could make it more..., page 27
3.We note your response to comment 1 and reissue in part. Please restore the language
found in the final paragraph of this risk factor to the version contained in the registration
statement dated August 25, 2023. We do not believe that your revised disclosure that
removes detailed references to the regulatory oversight of SAMR and MOFCOM conveys
the same risks.
Recent joint statement by the SEC and the PCAOB, rule changes by Nasdaq, and the HFCA Act
all call for additional and more stringent..., page 33
4.We note your response to comment 1 and reissue in part. We note the new disclosure in
this risk factor, particularly in the first and last paragraphs of this risk factor on page 34,
please restore the language to the version contained in the registration statement dated
August 25, 2023. We do not believe that your revised disclosure, that no longer states that
the PCAOB was not given access to inspections in China, and the removal of the distinct
risk of the PCAOB being obstructed, conveys the same risk. Please also make
corresponding changes to the PCAOB related disclosure on the cover page.
Limitations on the availability of data and the operating entity's ability to analyze such data could
affect its optimization capability..., page 40
5.We note your response to comment 1 and reissue in part. We note the change in this risk
factor heading from "significantly restrict" to "affect." Please restore this risk factor
heading to the previous version found in the registration statement dated August 25, 2023.
Since you risk factor contemplates that government authorities could prohibit or limit the
collection of data, the previous risk factor heading better reflects the content of the risk
factor.
Capitalization, page 63
6.Please explain to us why you have not included loans outstanding in the table pursuant to
Item 3.B of Form 20-F as directed by Item 4.a of Form F-1, or revise as appropriate.
7.Please explain to us and disclose how the balance of deferred listing costs at June 30, 2023
is reflected in the "As adjusted" column.

 FirstName LastNameZhen Fan
 Comapany NameHaoxi Health Technology Ltd
 November 15, 2023 Page 3
 FirstName LastName
Zhen Fan
Haoxi Health Technology Ltd
November 15, 2023
Page 3
Dilution, page 64
8.Please explain to us and disclose how the balance of deferred listing costs at June 30, 2023
is reflected in adjusted net tangible book value at June 30, 2023.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Liquidity and Capital Resources, page 69
9.We note the significant increase in supplier advances at June 30, 2023 from June 30,
2022. If this is a known contractual obligation or material cash requirement, please expand
your discussion to clearly explain the use of advances to suppliers.  Refer to Item 5.B and
Item 5.B.3 of Form 20-F as referenced from Item 4.a of Form F-1.
Consolidated Financial Statements for the Years Ended June 30, 2023 and 2022
Consolidated Statements of Cash Flows, page F-6
10.Please reconcile for us the amounts presented here for changes in balance sheet line
items with the change in the corresponding line item presented in the consolidated balance
sheets. For example (but not limited to), the amount presented here for the change in
"Advance payment" is $2,473,178 but the change on the balance sheet in "Supplier
advances" is $2,373,648, and the amount presented here for the change in "Accounts
payable" is $1,201,034 but the change on the balance sheet in "Accounts payable" is
$1,244,298.
Notes to Consolidated Financial Statements
Note 4. Advances to Suppliers, net, page F-16
11.Here you refer to "Advances to Suppliers, net," the balance sheet refers to "Supplier
advances," the operating activities section of the cash flow statement refers to "Advance
payment," note 2(f) refers to "Prepayment to suppliers, net" and page 70 refers to
"advance payments to media platforms." If all of these descriptions refer to the same
activity, please revise to use one description consistently and what it is net of. If they refer
to differing activities, disclose how they are distinquished and your accounting for each.
Also revise to disclose here and elsewhere as appropriate the specific nature of this/these
activity/activities. Along with your revised disclosure, explain to us and disclose as
appropriate how payments represented here relate to your references to "traffic acquisition
from top online media platforms" and "prepayments for future traffic acquisition" referred
to elsewhere in the filing (e.g., pages 74, 83 and F-10) and what traffic acquisition in this
context represents.

 FirstName LastNameZhen Fan
 Comapany NameHaoxi Health Technology Ltd
 November 15, 2023 Page 4
 FirstName LastName
Zhen Fan
Haoxi Health Technology Ltd
November 15, 2023
Page 4
            Please contact Robert Shapiro at 202-551-3273 or Doug Jones at 202-551-3309 if you
have questions regarding comments on the financial statements and related matters. Please
contact Nicholas Nalbantian at 202-551-7470 or Erin Jaskot at 202-551-3442 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Ying Li

CORRESP
1
filename1.htm

October 24, 2023

Via EDGAR

Division of Corporation Finance

Office of Trade & Services

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

    Attention:
    Robert Shapiro

    Doug Jones

    Nicholas Nalbantian

    Erin Jaskot

    Re:
    Haoxi Health Technology Ltd

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

    Filed September 19, 2023

    File No. 333-274214

Ladies and Gentlemen:

This letter (“Letter”) is in response
to the letter dated September 27, 2023 from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”)
addressed to Haoxi Health Technology Ltd (the “Company,” “we,” and “our”). For ease of reference,
we have recited the Commission’s comments in this response. An amended Registration Statement on Form F-1 (the “F-1/A/2”)
is being filed to accompany this letter.

Amendment No. 1 to Registration Statement on
Form F-1, Filed September 19, 2023

General

    We note the changes to your disclosure in
    the prospectus, including on the prospectus cover page, Prospectus Summary and Risk Factor sections relating to legal and
    operational risks associated with PRC laws and regulations. It is unclear to us that there have been changes in the regulatory
    environment in the PRC since your amendment filed on August 25, 2023 that warrant revised disclosure. The Sample Letters to
    China-Based Companies sought specific disclosure relating to the risk that the PRC government may intervene in or influence your
    operations at any time, or may exert control over operations of your business, which could result in a material change in your
    operations and/or the value of the securities you are registering for sale. We remind you that, pursuant to federal securities
    rules, the term “control” (including the terms “controlling,” “controlled by,” and “under
    common control with”) as defined in Securities Act Rule 405 means “the possession, direct or indirect, of the power to
    direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by
    contract, or otherwise.” The Sample Letters also sought specific disclosures relating to uncertainties regarding the
    enforcement of laws and that the rules and regulations in China can change quickly with little advance notice. We do not believe
    that your revised disclosure that removes detailed references to the PRC legal system and the nature of the PRC government’s
    regulatory oversight, uncertainties surrounding PRC regulations, and interventions by the PRC government in your business conveys
    the same risks. Please restore your disclosures to the disclosures as they existed in the registration statement as of August 25,
    2023.

Response: In response to the Staff’s comment,
we revised our disclosure throughout the F-1/A/2 to restore disclosure relating to (i) the risk that the PRC government may intervene
in or influence our operations at any time, or may exert control over operations of our business, which could result in a material change
in our operations and/or the value of the securities we are registering for sale, (ii) uncertainties regarding the enforcement of laws,
and (iii) that the rules and regulations in China can change quickly with little advance notice, as they existed in the registration statement
as of August 25, 2023.

In responding to your comments, the Company acknowledges
that:

    ●
    the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

    ●
    Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and

    ●
    the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

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/ Zhen Fan

    Name:
    Zhen Fan

    Title:
    Chief Executive Officer and Director

    cc:
    Ying Li, Esq.

    Hunter Taubman Fischer & Li LLC

United States securities and exchange commission logo
September 27, 2023
Zhen Fan
Chief Executive Officer
Haoxi Health Technology Ltd
Room 801, Tower C, Floor 8
Building 103
Huizhongli, Chaoyang District
Beijing, China
Re:Haoxi Health Technology Ltd
Amendment No. 1 to Registration Statement on Form F-1
Filed September 19, 2023
File No. 333-274214
Dear Zhen Fan:
            We have reviewed your amended registration statement and have the following
comment.  In our comment, 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 comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this comment, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our August 8, 2023 letter.
Amendment No. 1 to Registration Statement on Form F-1, Filed September 19, 2023
General
1.We note the changes to your disclosure in the prospectus, including on the prospectus
cover page, Prospectus Summary and Risk Factor sections relating to legal and
operational risks associated with PRC laws and regulations.  It is unclear to us that there
have been changes in the regulatory environment in the PRC since your amendment filed
on August 25, 2023 that warrant revised disclosure. The Sample Letters to China-Based
Companies sought specific disclosure relating to the risk that the PRC government may
intervene in or influence your operations at any time, or may exert control over operations

 FirstName LastNameZhen Fan
 Comapany NameHaoxi Health Technology Ltd
 September 27, 2023 Page 2
 FirstName LastName
Zhen Fan
Haoxi Health Technology Ltd
September 27, 2023
Page 2
of your business, which could result in a material change in your operations and/or the
value of the securities you are registering for sale. We remind you that, pursuant to federal
securities rules, the term “control” (including the terms “controlling,” “controlled by,” and
“under common control with”) as defined in Securities Act Rule 405 means “the
possession, direct or indirect, of the power to direct or cause the direction of the
management and policies of a person, whether through the ownership of voting securities,
by contract, or otherwise.”  The Sample Letters also sought specific disclosures relating to
uncertainties regarding the enforcement of laws and that the rules and regulations in China
can change quickly with little advance notice.  We do not believe that your revised
disclosure that removes detailed references to the PRC legal system and the nature of the
PRC government's regulatory oversight, uncertainties surrounding PRC regulations, and
interventions by the PRC government in your business conveys the same risks.  Please
restore your disclosures to the disclosures as they existed in the registration statement as
of August 25, 2023.
            You may contact Robert Shapiro at 202-551-3273 or Doug Jones at 202-551-3309 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Nicholas Nalbantian at 202-551-7470 or Erin Jaskot at 202-551-3442 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Ying Li

CORRESP
1
filename1.htm

August 25, 2023

Via EDGAR

Division of Corporation Finance

Office of Trade & Services

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

    Attention:
    Robert Shapiro

    Doug Jones

    Nicholas Nalbantian

    Erin Jaskot

    Re:
    Haoxi Health Technology Ltd

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

    Submitted July 28, 2023

    CIK No. 0001954594

Ladies and Gentlemen:

This letter (“Letter”) is in response
to the letter dated August 8, 2023 from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”)
addressed to Haoxi Health Technology Ltd (the “Company,” “we,” and “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”) is being filed to accompany this letter.

Amendment No. 3 to Draft Registration Statement
on Form F-1 Submitted July 28, 2023

Cover Page

    1.
    We note your response to comment 1 and reissue. You disclose in your registration statement that none of your subsidiaries have made, and you do not anticipate any, cash dividends to be paid in the foreseeable future. However, you also disclose on pages 5 and 29 that you “rely to a significant extent on dividends and other distributions on equity paid by our Haoxi Beijing” to fund the Company. Please clarify your disclosure to explain the inconsistency of how you have not received, and have no plans to receive, any dividends from your subsidiaries, while you also rely on these dividends to fund your enterprise.

Response: In response to the Staff’s comment,
we confirm that none of the Company’s subsidiaries have made any dividends to the Company as of the date of this Letter. We do not
anticipate cash dividends to be paid in the near future either. However, we may need dividends and other distributions on equity
from Haoxi Beijing to satisfy our liquidity requirements in the future. Any limitation on the ability of Haoxi Beijing to transfer cash
out of China and/or make remittances to pay dividends to us could limit our ability to access cash generated by the operations of Haoxi
Beijing. We have revised the relevant disclosures on pages 5 and 29 of the F-1 accordingly.

Management’s
Discussion and Analysis of Financial Condition and Results of Operations

Results of Operations

For Six Months Ended December 31, 2021 and
2022

Revenue, page 68

    2.
    We note your revised disclosures in response to comment 2 that added the change in the number of customers. It is not clear how this contributes to the increase in the average revenue per advertiser for the interim and annual periods. Please explain. Also, disclose as appropriate the extent the increase in the average revenue per advertiser for these periods relative to the corresponding prior year periods is attributable to the impact of changes in price or volume/amount of services sold, introduction of new services or other factors. If a factor is the mix of clients for which prices vary due to the nature of clients served and/or services provided, disclose this and its extent, and describe how prices vary by the nature of clients served and services provided. Further, clarify how your stated relationship with Ocean Engine and ByteDance impacted your average revenue per advertiser.

Response:

In response to the Staff’s comment, we have
revised the disclosure on pages 68 and 77 to explain how the change in the number of customers contributes to the increase in the
average revenue per advertiser for the interim and annual periods.

Furthermore, we would like to respectfully clarify
that the relationship with Ocean Engine and ByteDance did not impact our revenue per advertiser, rather, such relationship reduced our
average bidding cost to generate each click-through, for the six months ended December 31, 2022. Because we can procure our advertisement
resources from ByteDance’s media platforms directly, rather than through third-party agents. ByteDance owns numerous popular media
platforms in China, such as Douyin, Toutiao, and Xigua Video. For the six months ended December 31, 2022, approximately 95% of the ads
we placed for our advertiser customers were through ByteDance’s media platforms. The purchase amount of Haoxi Beijing’s transactions
with Ocean Engine accounted for 86% of its total purchases for the six months ended December 31, 2022. Therefore, our average bidding
cost to generate each click-through has been reduced for the six months ended December 31, 2022. We have revised our disclosure on page 68 accordingly.

    3.
    We note your response to comment 3. However, it is not clear why you have a decrease in the number of customers from 242 at June 30, 2022 to 183 at December 31, 2023 when you disclose on pages 10, 43 and 67 more people have opted to use various online services since the beginning of the COVID-19 pandemic. Please clarify this in your disclosure and disclose the reason for the decrease between these points in time. Additionally, explain to us why the number of customers at June 30, 2022 is not comparable to the number of customers at December 31, 2022 as stated in your response. You also state in your response the decline in average revenue per customer during the six months ended December 31, 2022 compared to that for each of the preceding annual periods is mainly due to lower average customer expenditure during the second half 2022, as the economy slowed down during the pandemic. It appears you should disclose this, and in doing so clarify the time period represented by “during the pandemic” as it appears all of your reported periods have been impacted by COVID-19.

Response: We would like to respectfully clarify
that the number of customers for the fiscal year ended June 30, 2022 was 243, as disclosed on pages 3, 77, 85, and 95 of Amendment No.
3 to Draft Registration Statement on Form F-1 Submitted July 28, 2023, instead of 242, as in the Staff’s comment. The number of
customers of 183 represented the number of advertiser customers for the six months December 31, 2022, instead of 2023.

We further respectfully advise the Staff that
the numbers of customers of 243 and 183 refer to the total numbers of advertiser customers that Haoxi Beijing served during
the 12 months ended June 30, 2022 and during the six months ended December 31, 2022, respectively, instead of the numbers at
June 30, 2022, or December 31, 2022. In addition, the lengths of the reporting periods are different. Therefore, we do not think the numbers
of customers of 243 and 183 are comparable.

    2

In response to the Staff’s comment, we
revised the disclosures on pages 10, 43, 67, and F-47 of the F-1 to clarify that the COVID-19 pandemic resurgence has affected the
operating entity’s business operations in the second half of 2022 in the following manner. It had lower average revenue per
customer during the six months ended December 31, 2022 compared to that for the fiscal years ended June 30, 2022 and 2021. This was
because the economy in China slowed down when large-scale COVID-19 resurgences happened in multiple metropolitan areas of China and
restrictive measures were widely taken, during which time, the average customer expenditure was reduced. However, because more
people opted to use various online services since the beginning of the COVID-19 pandemic, there was an increase in the number of the
operating entity’s advertiser customers for the six months ended December 31, 2022 compared to that for the six months ended
December 31, 2021.

In responding to your comments, the Company acknowledges
that:

    ●
    the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

    ●
    Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and

    ●
    the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

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/ Zhen Fan

    Name:
    Zhen Fan

    Title:
    Chief Executive Officer and Director

    cc:
    Ying Li, Esq.

    Hunter Taubman Fischer & Li LLC

3

United States securities and exchange commission logo
August 8, 2023
Zhen Fan
Chief Executive Officer
Haoxi Health Technology Ltd
Room 801, Tower C, Floor 8
Building 103
Huizhongli, Chaoyang District
Beijing, China
Re:Haoxi Health Technology Ltd
Amendment No. 3 to Draft Registration Statement on Form F-1
Submitted July 28, 2023
CIK No. 0001954594
Dear Zhen Fan:
            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. 3 to Draft Registration Statement on Form F-1 Submitted July 28, 2023
Cover Page
1.We note your response to comment 1 and reissue. You disclose in your registration
statement that none of your subsidiaries have made, and you do not anticipate any, cash
dividends to be paid in the foreseeable future. However, you also disclose on pages 5 and
29 that you "rely to a significant extent on dividends and other distributions on equity paid
by our Haoxi Beijing" to fund the Company. Please clarify your disclosure to explain the
inconsistency of how you have not received, and have no plans to receive, any dividends
from your subsidiaries, while you also rely on these dividends to fund your enterprise.

 FirstName LastNameZhen Fan
 Comapany NameHaoxi Health Technology Ltd
 August 8, 2023 Page 2
 FirstName LastName
Zhen Fan
Haoxi Health Technology Ltd
August 8, 2023
Page 2
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations
For Six Months Ended December 31, 2021 and 2022
Revenue, page 68
2.We note your revised disclosures in response to comment 2 that added the change in the
number of customers.  It is not clear how this contributes to the increase in the average
revenue per advertiser for the interim and annual periods.  Please explain.  Also, disclose
as appropriate the extent the increase in the average revenue per advertiser for these
periods relative to the corresponding prior year periods is attributable to the impact of
changes in price or volume/amount of services sold, introduction of new services or other
factors.  If a factor is the mix of clients for which prices vary due to the nature of clients
served and/or services provided, disclose this and its extent, and describe how prices vary
by the nature of clients served and services provided.  Further, clarify how your stated
relationship with Ocean Engine and ByteDance impacted your average revenue per
advertiser.
3.We note your response to comment 3.  However, it is not clear why you have a decrease
in the number of customers from 242 at June 30, 2022 to 183 at December 31, 2023 when
you disclose on pages 10, 43 and 67 more people have opted to use various online services
since the beginning of the COVID-19 pandemic.  Please clarify this in your disclosure and
disclose the reason for the decrease between these points in time.  Additionally, explain to
us why the number of customers at June 30, 2022 is not comparable to the number of
customers at December 31, 2022 as stated in your response.  You also state in your
response the decline in average revenue per customer during the six months ended
December 31, 2022 compared to that for each of the preceding annual periods is mainly
due to lower average customer expenditure during the second half 2022, as the economy
slowed down during the pandemic.  It appears you should disclose this, and in doing so
clarify the time period represented by "during the pandemic" as it appears all of your
reported periods have been impacted by COVID-19.
            You may contact Robert Shapiro at 202-551-3273 or Doug Jones at 202-551-3309 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Nicholas Nalbantian at 202-551-7470 or Erin Jaskot at 202-551-3442 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Ying Li

United States securities and exchange commission logo
July 13, 2023
Zhen Fan
Chief Executive Officer
Haoxi Health Technology Ltd
Room 801, Tower C, Floor 8
Building 103
Huizhongli, Chaoyang District
Beijing, China
Re:Haoxi Health Technology Ltd
Amendment No. 2 to Draft Registration Statement on Form F-1
Submitted June 28, 2023
CIK No. 0001954594
Dear Zhen Fan:
            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. 2 to Draft Registration on Form F-1 Submitted on June 28, 2023
Cover Page
1.We note your response to comment 1 and reissue in part. We acknowledge your new
disclosure stating that there have been no transfers or cash flows from the Company to the
subsidiaries. However, we note your disclosure, on pages 5 and 29, that your rely to a
significant extent on dividends and other distributions on equity paid by Haoxi Beijing to
find offshore cash and financing requirements. Please confirm that despite this reliance,
Haoxi Beijing has not made any dividends or distributions to you to date.

 FirstName LastNameZhen Fan
 Comapany NameHaoxi Health Technology Ltd
 July 13, 2023 Page 2
 FirstName LastName
Zhen Fan
Haoxi Health Technology Ltd
July 13, 2023
Page 2
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations
For Six Months Ended December 31, 2021 and 2022
Revenue, page 67
2.Please revise your disclosure to clarify the reason for the increase in average revenue per
advertiser customer from $45,408 at December 31, 2021 to $50,070 at December 31,
2022.  Your current disclosure citing Ocean Engine and ByteDance as the reason is not
clear on how these relationships impacted your revenue, as you disclose these
relationships reduced your costs.  Describe the extent the increase in revenues for the six
months ended is attributable to the impact of changes in price or volume/amount of
services sold, or to the introduction of new services.  Refer to Item 5.A.1 of Form 20-F as
referenced from Item 4.a of Form F-1.  Consider the preceding in your discussion of the
change in revenue between fiscal years 2022 and 2021.  In connection with the annual
analysis, it is not clear how your current disclosure of higher advertisement expenditure
by your health care clients due to your commitment and expertise contributes to higher
average revenue per client in 2022 compared to 2021.
3.On page 67, as well as pages 10 and 43, you disclose more people have opted to use
various online services since the beginning of the COVID-19 pandemic, which you state
is the reason for the increase in your revenues for the six months ended December 31,
2022 compared to the six months ended December 31, 2021.  However, we note the
number of your customers decreased from 242 at June 30, 2022 to 183 at December 31,
2022.  Please discuss the reason for this decrease and reconcile this with the your
statement noted in the first sentence.  We also note the average revenue per client was
$50,070 at December 31, 2022, $66,489 at June 30, 2022 and $53,089 at June 30, 2021.
Discuss the reason why the average revenue per client was lower at December 31, 2022
than the other noted points in time.
Consolidated Statements of Cash Flows
Years Ended June 30, 2022 and 2021, page F-6, page F-6
4.Please reconcile for us the net of proceeds from short-term borrowings of $329,869 and
repayment of short-term borrowings of $52,062 for fiscal 2022 shown here with the
increase in short-term loans between June 30, 2022 and 2021 of $260,585 shown on the
annual balance sheets.
Condensed Unaudited Consolidated Statements of Changes in Accumulated Deficit
For the Interim Periods Ended June 30, 2021 and June 30, 2022, page F-30
5.Amounts for "Net income" and "Capital injections" in the "Total shareholders' deficit"
column for the interim period ended December 31, 2022 do not agree with the amounts
within those line items.  Please revise as appropriate.

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 Comapany NameHaoxi Health Technology Ltd
 July 13, 2023 Page 3
 FirstName LastName
Zhen Fan
Haoxi Health Technology Ltd
July 13, 2023
Page 3
Condensed Unaudited Consolidated Statements of Cash Flows, page F-31
6.Please reconcile for us the net of proceeds from short-term borrowings of $90,607 and
repayment of short-term borrowings of $129,295 for the six months ended December 31,
2022 shown here with the decrease in short-term loans of $54,599 between December 31,
2022 and June 30, 2022 shown on the interim period balance sheet.
Notes to Consolidated Financial Statements
Note 10. Shareholders' Equity
Ordinary Shares, page F-44
7.Please revise your disclosure to state the specific amount of net proceeds from the
4,480,000 Class A ordinary shares issued on November 28, 2022.  The amount of
$2,010,490 shown in the statement of cash flows for the six months ended December 31,
2022 described as "Capital contribution from a shareholder" appears to be associated with
this issuance; if so, revise the description accordingly.  Also, reconcile this amount to the
$1,994,258 for the total "Capital injection" in the statement of changes in accumulated
deficit for the interim period ended December 31, 2022.  Further, ensure consistency
throughout the filing regarding the amount of proceeds from this issuance, for
example pages 137, F-22, and F-27, and elsewhere as appropriate.
            You may contact Robert Shapiro at 202-551-3273 or Doug Jones at 202-551-3309 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Nicholas Nalbantian at 202-551-7470 or Erin Jaskot at 202-551-3442 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Ying Li

United States securities and exchange commission logo
April 20, 2023
Zhen Fan
Chief Executive Officer
Haoxi Health Technology Ltd
Room 801, Tower C, Floor 8
Building 103
Huizhongli, Chaoyang District
Beijing, China
Re:Haoxi Health Technology Ltd
Amendment No. 1 to Draft Registration Statement on Form F-1
Submitted March 30, 2023
CIK No. 0001954594
Dear Zhen Fan:
            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 Submitted March 30, 2023
Cover Page
1.You disclose that none of your subsidiaries have made any dividends or distributions to
the Company, and the Company has not made any dividends or distributions to
shareholders.  Please revise here, and elsewhere as appropriate, to disclose whether there
have been any transfers or cash flows, including dividends or distributions, by the
Company (i.e., the holding company) to the subsidiaries.  If so, quantify the transfer and
disclose which entity made such transfer.  We also note your disclosure that you rely to a
significant extent on dividends and other distributions on equity paid by Haoxi Beijing to

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 April 20, 2023 Page 2
 FirstName LastName
Zhen Fan
Haoxi Health Technology Ltd
April 20, 2023
Page 2
fund offshore cash and financing requirements.  Please confirm that despite this reliance,
Haoxi Beijing has not made any dividends or distributions to you to date.
Risks Related to Doing Business in China
The PRC government exerts substantial influence over the manner in which we conduct our
business activities. The PRC government may also..., page 21
2.We note your response to comment 2, and reissue in part. We acknowledge your updated
disclosure throughout the registration statement regarding the CSRC Overseas Listing
Trial Measures and your corresponding obligations. However, we note that in this risk
factor you still state that you do not require approval from Chinese authorities to list your
securities on a U.S. exchange. Please clarify this discrepancy.
Consolidated Statements of Cash Flows
Years Ended June 30, 2022 and 2021, page F-6
3.Please reconcile repayments of short-term borrowings of $52,062 for the year ended June
30, 2022 with subsequent loan repayments of $69,067 on your short-term borrowings
outstanding at June 30, 2021 as disclosed in Note 9.
General
4.We note your disclosure that you will be subject to the filing requirements of the Trial
Measures. Please disclose whether the offering is contingent on approval from the CSRC.
Please also discuss your responsibilities under the Trial Measures and the current status of
your compliance with the process.
            You may contact Robert Shapiro at 202-551-3273 or Doug Jones at 202-551-3309 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Nicholas Nalbantian at 202-551-7470 or Erin Jaskot at 202-551-3442 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Ying Li

United States securities and exchange commission logo
March 14, 2023
Zhen Fan
Chief Executive Officer
Haoxi Health Technology Ltd
Room 801, Tower C, Floor 8
Building 103
Huizhongli, Chaoyang District
Beijing, China
Re:Haoxi Health Technology Ltd
Draft Registration Statement on Form F-1
Submitted February 15, 2023
CIK No. 0001954594
Dear Zhen Fan:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form F-1, submitted February 15, 2023
Cover Page
1.We note your disclosure stating that you are a holding company incorporated in the
Cayman Islands and that you are subject to certain legal and operational risks. Please also
provide a cross-reference to your detailed discussion of risks facing the company and the
offering as a result of this structure.
2.You disclose that as of the date of the prospectus you have not received any inquiry,
notice, warning or sanction from the CSRC.  Please state, as you do on page 21, that as

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 Comapany NameHaoxi Health Technology Ltd
 March 14, 2023 Page 2
 FirstName LastNameZhen Fan
Haoxi Health Technology Ltd
March 14, 2023
Page 2
advised by your PRC counsel, Sino Pro Law Firm, you are not required to obtain
permission from any PRC governmental authorities to offer securities to foreign
investors.  Please also disclose whether you have received all requisite permissions and
approvals and whether any permissions or approvals have been denied.  Ensure that your
disclosure addresses the most recent rules adopted by the relevant PRC authorities.  Please
include similar disclosure elsewhere that you discuss permissions and approvals that you
are required to obtain from PRC authorities to operate your business and offer the
securities being registered to foreign investors.
3.Where you discuss the control that will be held by Mr. Zhen Fan following the offering,
please disclose that Mr. Fan will have the ability to control matters requiring shareholder
approval, including the election of directors, amendment of organizational documents and
approval of major corporate transactions.
Prospectus Summary, page 1
4.We note your discussion of certain approval or permissions requirements for offering the
securities being registered to foreign investors. Please revise your disclosure to discuss
each permission or approval that you or your subsidiaries are required to obtain from
Chinese authorities to operate your business. State affirmatively whether you have
received all requisite permissions or approvals and whether any permissions or approvals
have been denied. Please also describe the consequences to you and your investors if you
or your subsidiaries: (i) do not receive or maintain such permissions or approvals, (ii)
inadvertently conclude that such permissions or approvals are not required, or (iii)
applicable laws, regulations, or interpretations change and you are required to obtain such
permissions or approvals in the future.
5.We note your disclosure on the cover page providing a description of how cash is
transferred through your organization. Please also include this disclosure in an appropriate
place in the Prospectus Summary section. In addition, please add a cross-reference to the
consolidated financial statements on the cover page and in the Prospectus Summary.
Prospectus Summary
Overview, page 3
6.Please explain what "conversion rate" represents and how you use this measure as well as
"click-throughs rate."  Define "users" referenced in the definition of this measure, and
state the number of users and the basis for the number of users.  Also, define "average
daily active users" ("DAUs") and "monthly active users" ("MAUs") as referenced in the
section Placement of Online Marketing Solutions on page 75 and the relevance to your
business.  Refer to Staff Release 33-10751 on Key Performance Indicators.
Risk Factors, page 13
7.Please include a risk factor discussing the risk associated with the investments in creating
"Bidding Compass" failing to result in a satisfactory return. We note, in particular, the

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disclosure on page 72 stating that your operating entity plans to invest $2 million in
research and development of Bidding Compass and recruiting engineers.
If the operating entity fails to maintain its relationships with its media partners, its business,
results of operations, financial..., page 30
8.You disclose on page 59 that you are reliant on the ByteDance media platforms to acquire
user traffic for your advertising customers. However, in this risk factor you name only two
of ByteDance's platforms and also include Tencent and Sina Weibo. Please revise to
clarify whether you are materially dependent on ByteDance in particular so that investors
understand the importance of your relationship with ByteDance. Please also disclose the
material terms of your agreement(s) with ByteDance, and file such agreements as exhibits
to the registration statement. In the alternative, please tell us why you believe you are not
required to file such agreements.
The regulatory environment of the online advertising industry..., page 34
9.You note that your PRC counsel, Sino Pro Law Firm, has confirmed that you have
obtained all material licenses, permits or approvals required from the regulatory
authorities in China that are required for your business undertakings. The disclosure here
should not be qualified by materiality.  Please make appropriate revisions to your
disclosure.
Use of Proceeds, page 53
10.You state in your Use of Proceeds section, on page 53, and that you plan to use
"approximately 30% for acquiring or investing in technologies, solutions, or businesses."
Please provide a brief description of the businesses you are seeking to acquire and, to the
extent you have identified any particular business, information on the status of the
acquisition. Refer to Item 3.C.3 of Form 20-F and Item 4.a of Form F-1.
COVID-19 Pandemic's Impact on the Operating Entity's Results of Operations, page 60
11.We note that your current COVID-19 disclosure, both in this section and elsewhere in
your registration statement. Please provide any material updates to your COVID-19
related disclosure to account for any changes to your business as a result of the lifting of
COVID-19 restrictions in China in December 2022, as we note that your business appears
to have benefitted from the increase in the use of online services throughout COVID-19.
Liquidity and Capital Resources, page 62
12.You disclose your principal sources of liquidity have been trade finance and loans from
related parties.  We note the increase in short term loans from banks in the last two fiscal
years.  Please discuss the extent of your future reliance on this source of liquidity, as
appropriate, including how you expect to repay borrowings.  Refer to Item 5.B of Form
20-F as directed by Item 4.a of Form F-1.

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Page 4
13.Please explain what "trade finance" represents as a principal source of your liquidity.
14.Please explain how anticipated cash flows from operations will contribute to anticipated
working capital requirements and expenditures for the next 12 months as stated in the first
paragraph hereunder when you also disclose in the following paragraph you expect
negative cash flows from operations will continue for the foreseeable future.
Business
Overview, page 69
15.We note that in footnote 1 of your KPI chart on page 69 you state that a view is counted
when "judged as valid." Please clarify what is meant by being "judged as valid" and who
decides whether or not a view is valid.
Suppliers
Customers, Sales, and Marketing, page 76
16.To the extent you are substantially dependent on any of the customer or supplier
agreements discussed in these sections, please file the agreements as exhibits to the
registration statement.  See Item 601(b)(10)(ii) of Regulation S-K.
Management, page 93
17.We note your risk factor on page 35 describing security breaches and cyber-attack risks.
To the extent cybersecurity risks are material to your business, please disclose the nature
of the board's role in overseeing your cybersecurity risk management, including in
connection with the company's third party providers, and the manner in which the board
administers this oversight function.
Notes to Consolidated Financial Statements, page F-6
18.In view of the risk factor disclosed on page 23 in regard to your status as a holding
company and reliance to a significant extent on dividends and other distributions from
your subsidiaries for your cash and financing requirements, please explain to us your
consideration of Rules 4-08(e), 5-04(c) Schedule I and 12-04 of Regulation S-X.

Note 2. Going Concern, page F-8
19.It appears your sources of liquidity also include short-term borrowings from bank loans as
disclosed in Note 9.  Also, you state here anticipated cash flows from operations will
contribute to anticipated working capital requirements and expenditures for the next 12
months, but you disclose elsewhere you expect negative cash flows from operations will
continue for the foreseeable future.  Please revise your disclosure here as appropriate to be
consistent with your disclosure elsewhere.

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Note 3. Summary of Significant Accounting Policies
(m) Revenue recognition
Online Marketing Solutions Services, page F-11
20.You state your service contracts of advertising have one single performance obligation.
Each service you disclose you provide for traffic acquisition, content production, data
analysis and campaign optimization appear to be distinct in that your customer can benefit
from each on its own.  Accordingly, it appears there is more than one performance
obligation.  Please advise.
21.You disclose you charge advertisers primarily based on a mix of cost-per-click ("CPC") or
cost-per-time ("CPT").  Please disclose which services are charged based on CPC or
CPT.  Also, disclose how you determine the amount (i) of the transaction price associated
with each contract under each model and (ii) to recognize for each click under CPC.
22.You disclose for CPT revenue is recognized over the period of time of the contract by
reference to the progress towards complete satisfaction of that performance obligation.
Please disclose what progress is based on and how it is measured.  Also, disclose how the
amount of the transaction price of the performance obligation is determined.
23.On page 75 you disclose media partners typically issue invoices of traffic acquisition costs
to you on a monthly basis based on ad performance data and you in turn issue invoices to
advertisers.  Please disclose which of your revenue models of CPC or CPT pertains to
your invoicing to advertisers and how the transaction price invoiced is determined.
24.Please disclose if the transaction price for any of your services or amounts recognized
under CPC or CPT are variable.
(n) Cost of revenue, page F-12
25.Please disclose whether all costs you incur in providing all of your marketing solutions
are recognized as incurred or on some other basis.  If some other basis, tell us the basis for
your treatment.
26.Please explain what the salaries and benefits for business operation staff represent.  If
these are costs for services you disclose you provide for marketing solutions such as
content production, data analysis and advertising campaign optimizations, so describe.
Note 9 - Short-Term Loans, page F-19
27.Amounts of $17,028 and $85,138 with China Construction Bank are presented as
outstanding at June 30, 2021.  However, the disclosed start of the contract term for each is
after that date.  Please correct your presentation as to the year in which these loans are
outstanding or advise.
28.Please explain to us and consider disclosing as appropriate the disposition of loans
outstanding at June 30, 2021 (for example, repaid, refinanced, rolled over, extended,

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 FirstName LastName
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Haoxi Health Technology Ltd
March 14, 2023
Page 6
forgiven, netted against other amounts, settled in some other fashion, etc.).  To the extent
disposition of any of these amounts involved noncash transactions, refer to the disclosure
guidance for noncash activities in ASC 230-10-50-3 through 6.  If amounts were repaid
with the proceeds of new loans, consider disclosing for the applicable new loans that the
proceeds were so used.  The purpose of all of the preceding is to provide a clear picture to
investors of changes in amounts you borrow from period to period.
29.To the extent any of your short-term borrowings were repaid in fiscal 2022, please present
the gross sum of the repayments in the financing section of the statement of cash flows
pursuant to ASC 230-10-45-7.  It appears proceeds and repayments may have been netted
in the current presentation of the statement of cash flows.
General
30.We note disclosure of industry data and market data derived from various sources. To the
extent you commissioned any of the third party data you cited for use in the registration
statement, provide the consent of the third party in accordance with Rule 436.
31.Please supplementally provide us with 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,
present to potential investors in reliance on Section 5(d) of the Securities Act, whether or
not they retain copies of the 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.
            You may contact Robert Shapiro at 202-551-3273 or Doug Jones at 202-551-3309 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Nicholas Nalbantian at 202-551-7470 or Erin Jaskot at 202-551-3442 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services