SecProbe.io

CORRESP
 1
 filename1.htm

 VIA
EDGAR

 September
29, 2025

 Rebekah
Reed

 Cara
Wirth
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
U.S.A.

 Re:
 Jianzhi Education Technology
 Group Company Limited
 Registration Statement on Form F-1 (File No. 333-289524)

 Dear
Ms. Reed and Ms. Wirth:

 In
accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Jianzhi Education Technology
Group Company Limited (the "Company") hereby requests that the effectiveness of the above-referenced Registration Statement
on Form F-1, as amended, (the "F-1 Registration Statement") be accelerated to and that the F-1 Registration Statement become
effective at 4:00 p.m., Eastern Time, on September 30, 2025, or as soon thereafter as practicable.

 If
there is any change in the acceleration request set forth above, the Company will promptly notify you of the change, in which case the
Company may be making an oral request of acceleration of the effectiveness of the F-1 Registration Statement in accordance with Rule
461. The request may be made by an executive officer of the Company or by any attorney from the Company's U.S. counsel, Han Kun
Law Offices LLP.

 The
Company hereby acknowledges the following:

 ● should the Commission
or the staff of the Commission (the "Staff"), acting pursuant to delegated authority, declare the filing effective, it does
not foreclose the Commission from taking any action with respect to the filing;

 ● the action of the
Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from
its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

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

 Please
direct any questions regarding the foregoing to Steve Lin at steve.lin@hankunlaw.com, +8610 8524 5826 (work) or +86 186 1049 5593 (cell)
of Han Kun Law Offices LLP, U.S. counsel to the Company.

 [ Signature
page follows ]

 Very truly yours,

 Jianzhi Education Technology Group Company
 Limited

 By:
 /s/ Yong Hu

 Name:
 Yong Hu

 Title:
 Chief Executive Officer

CORRESP
 1
 filename1.htm

 September 16, 2025

 Via EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Industrial Applications and Services

 100 F Street, N.E.

 Washington, D.C. 20549

 Attn:
 Ms. Kelly Reed / Ms. Cara Wirth

 Re:
 Jianzhi Education Technology Group Co Ltd

 Registration Statement
 on Form F-1
 Filed August 12, 2025

 File No. 333-289524

 Dear Ms. Kelly Reed and Ms. Cara Wirth

 On behalf of Jianzhi Education Technology Group
Co Ltd (the " Company "), we have set forth below responses to the comments of the staff (the " Staff ")
of the Securities and Exchange Commission (the " SEC ") contained in its letter of September 2, 2025 with respect to
the Company's Registration Statement on Form F-1 (the " F-1 ") as noted above.

 For your convenience, the text of the Staff's
comments is set forth below in bold, followed in each case by the Company's responses. Please note that all references to page numbers
in the responses are references to the page numbers in the Amendment No. 1 to the Registration Statement on Form F-1 (the " Amendment
No. 1 ") filed concurrently with the filing of this letter in response to the Staff's comments.

 Registration Statement on Form F-1 filed August
12, 2025

 Cover Page

 1. Please provide disclosure regarding the offering price of the securities required by Item 501(b)(3)
of Regulation S-K and the instructions thereto. We note your statement on the cover page that the price "will be determined through
arm's length negotiation" with investors; however we also note that you identify a formula based on the closing trading price of
the ADSs at page 13. Additionally, please clarify how you intend to populate disclosure that depends in part on the offering price, such
as the dilution and capitalization tables, prior to effectiveness (e.g., using a reference price based on the formula and recent trading
price, or some other method).

 In response to the Staff's comments,
the Company respectfully submits that it has included disclosure regarding the assumed offering price in Amendment No. 1. Such assumed
offering price was based on the Company's preliminary discussion with potential investors, taking into consideration factors including
current market conditions, the financial strength of the potential investors, the stage of development of the Company's business
and recent closing price of the Company's ADSs. The Company further submits that the Dilution and Capitalization sections have been
updated using such assumed offering price.

 General

 2. We note your response to prior comment 1. To help us better understand the background, timing, and
structure of this offering, please tell us the date(s) of any offers or sales related to the offering. While you indicate that you have
not entered into subscription agreements with investors, we note that information regarding the volume of securities to be sold, seemingly
on a firm rather than best-efforts basis, and method of pricing the offering is included in the Form F-1 as filed on August 12, 2025.
Please clarify how this information was determined, including whether through negotiations with investors. To the extent offers or sales
were made to investors prior to the public filing of the Form F-1, please explain how they complied with Section 5 of the Securities Act
and why this is characterized as a primary offering of securities to investors, rather than the resale of securities issued in a private
placement.

 In response to the
Staff's comments, the Company respectfully submits that no offers and sales related to the offering were made prior to the public
filing of this registration statement on Form F-1 or as of the date of this Amendment No. 1. The Company further submits that the volume
of securities to be sold was determined by the Company itself considering its financing needs and potential dilution to the Company's
existing shareholders. The Company expects to price this registered direct offering promptly after the registration statement on Form
F-1 becomes effective and coordinate with its depositary bank to issue ADSs to each of the Investor afterwards.

 ***

 2

 Should you have any questions relating to the
foregoing or wish to discuss any aspect of the Company's filing, please contact me at steve.lin@hankunlaw.com,
+86 10 8524 5826 (work) or +86 186 1049 5593 (cell).

 Thank you for your time and attention.

 Yours sincerely,

 /s/ Steve Lin

 Steve Lin

 cc.
 Mr. Yong Hu, Director and Chief Executive Officer, Jianzhi Education Technology Group Co Ltd

 3

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

Yong Hu
Chief Executive Officer
Jianzhi Education Technology Group Co Ltd
15/F, Tower A, Yingdu Building, Zhichun Road
Haidian District, Beijing 100086
People s Republic of China

 Re: Jianzhi Education Technology Group Co Ltd
 Registration Statement on Form F-1
 Filed August 12, 2025
 File No. 333-289524
Dear Yong Hu:

 We have conducted a limited review of your 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.

Registration Statement on Form F-1 filed August 12, 2025
Cover Page

1. Please provide disclosure regarding the offering price of the securities
required by
 Item 501(b)(3) of Regulation S-K and the instructions thereto. We note
your statement
 on the cover page that the price "will be determined through arm's
length negotiation"
 with investors; however we also note that you identify a formula based
on the closing
 trading price of the ADSs at page 13. Additionally, please clarify how
you intend to
 populate disclosure that depends in part on the offering price, such as
the dilution and
 capitalization tables, prior to effectiveness (e.g., using a reference
price based on the
 formula and recent trading price, or some other method).
 September 2, 2025
Page 2
General

2. We note your response to prior comment 1. To help us better understand
the
 background, timing, and structure of this offering, please tell us the
date(s) of any
 offers or sales related to the offering. While you indicate that you
have not entered
 into subscription agreements with investors, we note that information
regarding the
 volume of securities to be sold, seemingly on a firm rather than
best-efforts basis, and
 method of pricing the offering is included in the Form F-1 as filed on
August 12,
 2025. Please clarify how this information was determined, including
whether through
 negotiations with investors. To the extent offers or sales were made to
investors prior
 to the public filing of the Form F-1, please explain how they complied
with Section 5
 of the Securities Act and why this is characterized as a primary
offering of securities
 to investors, rather than the resale of securities issued in a private
placement.

 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

 Please contact Kelly Reed at 202-551-5332 or Cara Wirth at 202-551-7127
with any
other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
cc: Steve Lin
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 August 12, 2025

 Via EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Industrial Applications and Services

 100 F Street, N.E.

 Washington, D.C. 20549

 Attn:
 Ms. Rebekah Reed / Ms. Cara Wirth

 Re:
 Jianzhi Education Technology Group Co Ltd

 Draft Registration
 Statement on Form F-1
 Submitted May 28, 2025

 CIK No. 0001852440

 Dear Ms. Rebekah Reed and Ms. Cara Wirth

 On behalf of Jianzhi Education Technology Group
Co Ltd (the " Company "), we have set forth below responses to the comments of the staff (the " Staff ")
of the Securities and Exchange Commission (the " SEC ") contained in its letter of June 13, 2025 with respect to the
Company's Draft Registration Statement on Form F-1 (the " DRS F-1 ") as noted above.

 For your convenience, the text of the Staff's
comments is set forth below in bold, followed in each case by the Company's responses. Please note that all references to page numbers
in the responses are references to the page numbers in the Registration Statement on Form F-1 (the " Registration Statement ")
filed concurrently with the filing of this letter in response to the Staff's comments.

 Draft Registration Statement on Form F-1 submitted
May 28, 2025

 General

 1. We note that you are seeking to register
the sale of ADSs "directly to certain investors" and that "[p]rice and other terms will be determined through arm's
length negotiation between our company and each of the investors." Please provide your analysis as to whether you are conducting
a delayed or continuous primary offering pursuant to Rule 415(a)(1)(x) under the Securities Act and, if so, why you believe this offering
may be registered on Form F-1, rather than Form F-3. Address as part of your response whether the ADSs may be sold at disparate prices
to different investors and how you intend to comply with Rule 430A under the Securities Act regarding information that can be omitted
from the Form F-1 prospectus at the time of effectiveness. In this regard, we note that the statement that you "will enter into
subscription agreements directly with investors" implies that the terms and pricing of the issuance(s) have not yet been negotiated.
Alternatively, please amend your registration statement on an appropriate form.

 In response to the Staff's comments, the
Company wishes to clarify that the disclosure in the DRS Amendment has been modified to eliminate any potential inference that an offering
would be made on a delayed basis. This modification is specifically reflected on the cover page of the Registration Statement.

 Furthermore, the Company advises the Staff that
the ADSs will be sold to different investors at the same price. The Company will enter into subscription agreements with the investors
prior to the effectiveness of this Registration Statement and will include the form of such agreements as exhibits to this Registration
Statement.

 ***

 Should you have any questions relating to the
foregoing or wish to discuss any aspect of the Company's filing, please contact me at steve.lin@hankunlaw.com,
+86 10 8524 5826 (work) or +86 186 1049 5593 (cell).

 Thank you for your time and attention.

 Yours sincerely,

 /s/ Steve Lin

 Steve Lin

 cc.
 Mr. Yong Hu, Director and Chief Executive Officer, Jianzhi Education Technology Group Co Ltd

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 June 13, 2025

Yong Hu
Chief Executive Officer
Jianzhi Education Technology Group Co Ltd
15/F, Tower A, Yingdu Building, Zhichun Road
Haidian District, Beijing 100086
People s Republic of China

 Re: Jianzhi Education Technology Group Co Ltd
 Draft Registration Statement on Form F-1
 Submitted May 28, 2025
 CIK No. 0001852440
Dear Yong Hu:

 We have conducted a limited review of your draft registration statement
and have the
following comment(s).

 Please respond to this letter by providing any requested information
and by publicly
filing your registration statement and non-public draft submission on EDGAR. 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 the information you provide in response to this letter
and your filed
registration statement, we may have additional comments.

Draft Registration Statement on Form F-1 submitted May 28, 2025
General

1. We note that you are seeking to register the sale of ADSs "directly to
certain
 investors" and that "[p]rice and other terms will be determined through
arm's length
 negotiation between our company and each of the investors." Please
provide your
 analysis as to whether you are conducting a delayed or continuous
primary offering
 pursuant to Rule 415(a)(1)(x) under the Securities Act and, if so, why
you believe this
 offering may be registered on Form F-1, rather than Form F-3. Address as
part of your
 response whether the ADSs may be sold at disparate prices to different
investors and
 how you intend to comply with Rule 430A under the Securities Act
regarding
 information that can be omitted from the Form F-1 prospectus at the time
of
 effectiveness. In this regard, we note that the statement that you "will
enter into
 June 13, 2025
Page 2

 subscription agreements directly with investors" implies that the terms
and pricing of
 the issuance(s) have not yet been negotiated. Alternatively, please
amend your
 registration statement on an appropriate form.
 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.

 We also remind you that your registration statement must be on file at
least two
business days prior to the requested effective date and time. Refer to Rules
460 and 461
regarding requests for acceleration. Please allow adequate time for us to
review any
amendment prior to the requested effective date of the registration statement.

 Please contact Rebekah Reed at 202-551-5332 or Cara Wirth at
202-551-7127 with
any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
cc: Steve Lin
</TEXT>
</DOCUMENT>

CORRESP
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VIA EDGAR

December 5, 2024

Rebekah Reed

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

U.S.A.

    Re:
    Jianzhi Education Technology Group Company Limited

Registration Statement on Form F-3 (File No. 333-283260)

Dear Ms. Reed:

In accordance with Rule 461
of the General Rules and Regulations under the Securities Act of 1933, as amended, Jianzhi Education Technology Group Company Limited
(the “Company”) hereby requests that the effectiveness of the above-referenced Registration Statement on Form F-3, as amended,
(the “F-3 Registration Statement”) be accelerated to and that the F-3 Registration Statement become effective at 4:00 p.m.,
Eastern Time, on December 9, 2024, or as soon thereafter as practicable.

If there is any change in
the acceleration request set forth above, the Company will promptly notify you of the change, in which case the Company may be making
an oral request of acceleration of the effectiveness of the F-3 Registration Statement in accordance with Rule 461. The request may be
made by an executive officer of the Company or by any attorney from the Company’s U.S. counsel, Han Kun Law Offices LLP.

The Company hereby acknowledges the following:

 ● should the Commission or the
staff of the Commission (the “Staff”), acting pursuant to delegated authority, declare the filing effective, it does not
foreclose the Commission from taking any action with respect to the filing;

 ● the action of the Commission
or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility
for the adequacy and accuracy of the disclosure in the filing; and

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

Please direct any questions
regarding the foregoing to Steve Lin at steve.lin@hankunlaw.com, +8610 8524 5826 (work) or +86 186 1049 5593 (cell) of Han Kun Law Offices
LLP, U.S. counsel to the Company.

[Signature page follows]

    Very truly yours,

    Jianzhi Education Technology Group Company Limited

    By:
    /s/ Yong Hu

    Name:
    Yong Hu

    Title:
    Chief Executive Officer

November 26, 2024
Yong Hu
Chief Executive Officer
Jianzhi Education Technology Group Co Ltd
15/F, Tower A, Yingdu Building, Zhichun Road
Haidian District, Beijing 100086
People’s Republic of China
Re:Jianzhi Education Technology Group Co Ltd
Registration Statement on Form F-3
Filed November 15, 2024
File No. 333-283260
Dear Yong Hu:
            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 Rebekah Reed at 202-551-5332 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Steve Lin

August 27, 2024
Huichao Wang
Chief Financial Officer
Jianzhi Education Technology Group Company Limited
27/F, Tower A, Yingdu Building, Zhichun Road
Haidian District, Beijing 100086
People’s Republic of China
Re:Jianzhi Education Technology Group Company Limited
Form 20-F for the Fiscal Year Ended December 31, 2023
File No. 001-41445
Dear Huichao Wang:
            We have completed our review of your filing. 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.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
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August 23, 2024

VIA CORRESPONDENCE

Stephen Kim

Doug Jones

Division of Corporation Finance

Office of Trade & Services

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re: Jianzhi Education Technology Group Company Limited

Form 20-F for the Fiscal Year Ended December 31, 2023

Filed April 9, 2024

File No. 001-41445

Dear Mr. Kim and Mr. Jones:

This letter sets forth the
response of Jianzhi Education Technology Group Company Limited (the “Company”) to the comments contained in the letter dated
August 12, 2024 from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) regarding
the Company’s annual report on Form 20-F for the fiscal year ended December 31, 2023 (the “Form 20-F”).

For ease of review, the Company
has set forth below the comments of the Staff’s letter and its responses thereto.

Form 20-F for the Fiscal Year Ended December 31,
2023

Financial Statements, page F-1

 1. Please amend the filing to include a report of independent registered public accounting firm for
the financial statements as of and for the fiscal year ended December 31, 2022.

Response: In response
to the Staff’s comment, the Company has amended the filing to include a report of independent registered public accounting firm
for the financial statements as of and for the fiscal years ended December 31, 2022 and 2023.

* * *

If you have any additional
questions or comments regarding the Form 20-F, please contact the undersigned at wanghuichao@jiuye.net, or our U.S. counsel, Steve Lin
at Kirkland & Ellis International LLP, at +8610 5737 9315 (office) or +86 186 1049 5593 (mobile). Thank you.

    Very truly yours,

    By:
    /s/ Huichao Wang

    Name:
    Huichao Wang

    Title:
    Chief Financial Officer

 cc: Yong Hu, Chief Executive Officer of Jianzhi Education Technology Group Company Limited

Steve Lin, Esq., Kirkland & Ellis International LLP

Huang Li, Partner, WWC, P.C.

August 12, 2024
Huichao Wang
Chief Financial Officer
Jianzhi Education Technology Group Company Limited
27/F, Tower A, Yingdu Building, Zhichun Road
Haidian District, Beijing 100086
People’s Republic of China
Re:Jianzhi Education Technology Group Company Limited
Form 20-F for the Fiscal Year Ended December 31, 2023
File No. 001-41445
Dear Huichao Wang:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comment.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 20-F for the Fiscal Year Ended December 31, 2023
Financial Statements , page F-1
1.Please amend the filing to include a report of independent registered public accounting
firm for the financial statements as of and for the fiscal year ended December 31, 2022.

August 12, 2024
Page 2
            In closing, 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 Stephen Kim at 202-551-3291 or Doug Jones at 202-551-3309 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
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VIA
EDGAR

August
22, 2022

Terry
Beech

Donald
Field

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

U.S.A.

 Re: Jianzhi
                                            Education Technology Group Co Ltd (CIK No. 1852440)

                                            Registration Statement on Form F-1 (File No.: 333-257865)

Registration
Statement on Form 8-A (File No. 001-41445)

Ladies
and Gentlemen:

In
accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Jianzhi Education Technology
Group Company Limited (the “Company”) hereby requests that the effectiveness of the above-referenced Registration Statement
on Form F-1 (the “F-1 Registration Statement”) be accelerated to and that the F-1 Registration Statement become effective
at 4:00 p.m., Eastern Time, on August 25, 2022, or as soon thereafter as practicable.

The
Company also requests that the Registration Statement on Form 8-A under the Securities Exchange Act of 1934, as amended, covering
the American depository shares representing ordinary shares of the Company, be declared effective concurrently with the Form F-1 Registration
Statement(the Form F-1 Registration Statement, together with the Registration Statement on Form 8-A, the “Registration
Statements”).

If
there is any change in the acceleration request set forth above, the Company will promptly notify you of the change, in which case the
Company may be making an oral request of acceleration of the effectiveness of the Registration Statements in accordance with Rule 461.
The request may be made by an executive officer of the Company or by any attorney from the Company’s U.S. counsel, Kirkland &
Ellis.

The
Company understands that Univest Securities, LLC, the representative of the underwriters of the offering, has joined in this request
in a separate letter filed with the Securities and Exchange Commission (the “Commission”) today.

The
Company hereby acknowledges the following:

 ● should
the Commission or the staff of the Commission (the “Staff”), acting pursuant to delegated authority, declare the filing effective,
it does not foreclose the Commission from taking any action with respect to the filing;

 ● the
action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the
Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

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

[Signature
page follows]

    Very truly yours,

    Jianzhi Education Technology Group

Company Limited

    By:
    /s/ Yong Hu

    Name:
    Yong Hu

    Title:
    Director and Chief Executive Officer

[Acceleration Request Letter (Issuer)]

CORRESP
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Univest Securities, LLC

75 Rockefeller Plaza, Suite 1838

New York, NY 10019

United States

As the representative of the several underwriters

August 22, 2022

VIA EDGAR

Terry Beech

Donald Field

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

U.S.A.

 Re: Jianzhi Education Technology Group Company Limited (CIK No. 1852440)

    Registration Statement on
Form F-1 (File No.: 333-257865)

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations
under the Securities Act of 1933, as amended (the “Act”), we, as the representative of the several underwriters, hereby join
in the request of Jianzhi Education Technology Group Company Limited that the effective date of the above-referenced Registration Statement
be accelerated so as to permit it to become effective at 4:00 p.m., Eastern Time, on August 25, 2022, or as soon thereafter as practicable,
or at such other time as the Company or its outside counsel, Kirkland & Ellis LLP, may request by telephone that such Registration
Statement be declared effective.

Pursuant to Rule 460 of the General Rules and Regulations
under the Act, please be advised that there will be distributed to each underwriter or dealer, who is reasonably anticipated to participate
in the distribution of the security, as many copies of the proposed form of preliminary prospectus as appears to be reasonable to secure
adequate distribution of the preliminary prospectus.

The undersigned, as the representatives of the several underwriters,
advise that the several underwriters have complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities
Exchange Act of 1934, as amended.

* * *

[Signature Page Follows]

    Very truly yours,

    Univest Securities, LLC

    as representative of the several underwriters

    By:
    /s/ Edric Guo

    Name:
    Edric Guo

    Title:
    Chief Executive Officer

[Signature Page to Underwriters’
Acceleration Request Letter]

CORRESP
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    26th
    Floor, Gloucester Tower

    The
    Landmark

    15
    Queen’s Road Central

    Hong
    Kong

    Telephone:
    +852 3761 3300

    Facsimile:
    +852 3761 3301

    www.kirkland.com

    David
    Zhang

    To
    Call Writer Directly

    +852 3761 3318

    david.zhang@kirkland.com

July
6, 2022

Terry
Beech

Donald
Field

Office
of Trade & Services

Division
of Corporation Finance

Securities
and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    Jianzhi
    Education Technology Group Co Ltd

Registration
Statement on Form F-1 (File No.: 257865)

Dear
Sir or Madam:

On
behalf of our client, Jianzhi Education Technology Group Co Ltd, a foreign private issuer incorporated under the laws of the Cayman Islands
(the “Company”), we are filing herewith amendment No. 12 (the “Amendment”) to the Company’s
registration statement on Form F-1 (the “Registration Statement”) containing a preliminary prospectus with
the estimated offering size and price range and certain exhibits via EDGAR to the Securities and Exchange Commission (the “Commission”).
To facilitate your review, we have separately delivered to you four courtesy copies of the Registration Statement, marked to show changes
to the registration statement filed with the Commission on June 24, 2022, and two copies of the submitted exhibits.

The
Company respectfully advises the staff that the Company plans to commence the road show for the offering on or about July 7, 2022, and
request that the Staff declare the effectiveness of the Registration Statement on or about July 22, 2022. The Company will file joint
acceleration requests in time before the requested effective time. The Company would greatly appreciate the Staff’s continuing
assistance and support to the Company in meeting the proposed timetable for the offering.

PARTNERS: 
Pierre-Luc Arsenault3 | Manas Chandrashekar5 | Lai Yi Chau | Maurice Conway5 |
Justin M. Dolling5 | David Patrick Eich1,4,5 | Chui Hao Farn3 |
Yuan Yue Jennifer Feng5 | Liu Gan2 | David G. Harrington7 |
Karen K.Y. Ho | Ka Chun Hui | Damian C. Jacobs5 | Guang Li3 |
Mengyu Lu3 | Neil E.M. McDonald | Kelly Naphtali | Ram Narayan3 |
Amy Y.M. Ngan7 | Nicholas A. Norris5 | Paul S. Quinn | Louis A. Rabinowitz3 |
Fergus A. Saurin5 | Richard C.C. Sharpe | Jesse D. Sheley# | Li Chien Wong |
Jacqueline B.N. Zheng3,5

REGISTERED
FOREIGN LAWYERS:  Gautam Agarwal5 | Joseph R. Casey9 | Michelle Cheh6 |
Yuxin Chen3 | Daniel Dusek3 | Paul Guan3 | James A. Hill5 |
Ju Huang3 | Ding Jin3 | Cori A. Lable2 | Nicholas Tianchia Liew5 |
Wei Yang Lim5 | Bo Peng8 | Wenchen Tang3 | Liyong Xing3 |
David Zhang3

ADMITTED
IN:  1 State of Illinois (U.S.A.); 2 Commonwealth of Massachusetts (U.S.A.);
3 State of New York (U.S.A.); 4 State of Wisconsin (U.S.A.); 5 England and Wales;
6 Victoria (Australia); 7 New South Wales (Australia); 8 State of Georgia (U.S.A.);
9 State of California (U.S.A.); # non-resident

Austin Bay Area Beijing Boston Brussels Chicago Dallas Houston London Los Angeles Munich New York Paris Salt Lake City Shanghai Washington, D.C.

    Securities
    and Exchange Commission

    October
    29, 2021

    Page
    2

    Confidentiality

If
you have any questions regarding the Registration Statement, please contact me at david.zhang@kirkland.com, +852 3761 3318 (work) or
+852 9124 8324 (cell), or Steve Lin at steve.lin@kirkland.com, + 86 10 5737 9315 (work) or +86 18610495593 (cell).

Thank
you for your time and attention.

    Very truly yours,

    /s/ David T. Zhang

    David Zhang

Enclosure

 c.c. Peixuan
                                            Wang, Chairman of the Board

Yong
Hu, Director and Chief Executive Officer

Xiaolei
Ni, Chief Financial Officer

David
Zhang, Esq., Partner, Kirkland & Ellis International LLP

Steve
Lin, Esq., Partner, Kirkland & Ellis International LLP

Erin
Liu, Partner, Friedman LLP

Meng
Ding, Esq., Partner, Sidley Austin LLP

CORRESP
1
filename1.htm

    26th Floor, Gloucester Tower

    The Landmark

    15 Queen’s Road Central

    Hong Kong

    Telephone: +852 3761 3300

    Facsimile: +852 3761 3301

    www.kirkland.com

    David Zhang

    To Call Writer Directly

    +852 3761 3318

    david.zhang@kirkland.com

June 24, 2022

Taylor Beech

Donald Field

Office of Trade & Services

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re: Jianzhi Education Technology Group Co Ltd

Response to the Staff’s Comments
on

Amendment No. 11 to Registration Statement
on Form F-1

Filed June 7, 2022

CIK No. 0001852440

Dear Ms. Beech and Mr. Field:

On behalf of our client, Jianzhi Education Technology
Group Co Ltd, a foreign private issuer incorporated under the laws of the Cayman Islands (the “Company”), we
are submitting to the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
this letter setting forth the Company’s responses to the comments contained in the Staff’s letter dated June 21, 2022 on the
Company’s amendment to registration statement on Form F-1 publicly filed on June 7, 2022 relating to a proposed initial public offering
in the American Depositary Shares, representing the Company’s ordinary shares (the “Amendment No. 10 to the Registration
Statement”). Concurrently with the submission of this letter, the Company is submitting its further amendment to registration
statement on Form F-1 (the “Amendment No. 11 to the Registration Statement”) and certain exhibits thereto via
EDGAR to the Commission for review in accordance with the procedures of the Commission. Simultaneously with the submission via EDGAR,
the Company is delivering to the Staff via hand delivery five courtesy copies of this letter and the Amendment No. 11 to the Registration
Statement, marked to show changes to the Registration Statement, and two courtesy copies of the submitted exhibits.

The Company has responded to all of the Staff’s
comments by revising the Registration Statement to address the comments, by providing an explanation if the Company has not so revised
the Registration Statement, or by providing supplemental information as requested. The Staff’s comments are repeated below in bold
and followed by the Company’s response. We have included page references to the Amendment No. 11 to the Registration Statement where
the language addressing a particular comment appears. Terms used but not otherwise defined herein have the meanings set forth in the Amendment
No. 11 to the Registration Statement.

PARTNERS:  Pierre-Luc Arsenault3 |
Manas Chandrashekar5 | Lai Yi Chau | Maurice Conway5 |
Justin M. Dolling5 | David Patrick Eich1,4,5 |
Yuan Yue Jennifer Feng5 | Liu Gan2 | Paul Guan3 |
Karen K.Y. Ho | Ka Chun Hui | Damian C. Jacobs5 |
Guang Li3 | Wei Yang Lim5 | Mengyu Lu3 |
Neil E.M. McDonald | Kelly Naphtali | Ram Narayan3 |
Amy Y.M. Ngan7 | Nicholas A. Norris5 | Paul S. Quinn |
Louis A. Rabinowitz3 | Fergus A. Saurin5 | Richard C.C. Sharpe |
Jesse D. Sheley# | Wenchen Tang3 | Peng Yu3 |
Jacqueline B.N. Zheng3,5 | Yu Zheng3

REGISTERED
FOREIGN LAWYERS:  Gautam Agarwal5 |
Joseph R. Casey9 | Yuxin Chen3 | Daniel Dusek3 |
James A. Hill5 | Ju Huang3 | Ding Jin3 |
Ming Kong3 | Cori A. Lable2 |

Nicholas Tianchia Liew5 |
Bo Peng8 | Tom Roberts5 | David Zhang3 | Xiang Zhou3

ADMITTED IN:  1 State of Illinois (U.S.A.); 2 Commonwealth of Massachusetts (U.S.A.); 3 State of New York (U.S.A.); 4 State of Wisconsin (U.S.A.); 5 England and Wales; 6 Victoria (Australia); 7 New South Wales (Australia); 8 State of Georgia (U.S.A.); 9 State of California (U.S.A.); # non-resident

Austin Bay Area Beijing Boston Brussels Chicago Dallas Houston London Los Angeles Munich New York Paris Salt Lake City Shanghai Washington, D.C.

Office of Trade & Services

Division of Corporation Finance

Securities and Exchange Commission

June 24, 2022

Page 2

Amendment No. 10 to Registration Statement on Form F-1 Filed
June 7, 2022

The VIEs and China Operations, page 3

 1. We note your disclosure in this section and throughout the prospectus that you have relied upon the advice and opinion of counsel,
Commerce & Finance Law Offices (your counsel as to PRC law), with respect to your conclusions regarding having the required permissions
and approvals to operate your business and to offer securities to investors. Please file a consent of counsel related to these opinions
and references. In this regard, we note that Exhibit 99.2 does not contain opinions covering these matters nor an explicit consent regarding
these opinions and references in the prospectus.

In response to the Staff’s comment, the Company has
filed the updated Exhibit 99.2 to the Amendment No. 11 to the Registration Statement.

 2. Please refer to the fourth paragraph. We note your disclosure that your PRC subsidiaries and the VIEs have obtained the requisite
licenses and permits from the PRC government authorities that are material for the business operations of the company and the VIEs in
the PRC. The disclosure here should not be qualified by materiality. Please revise accordingly.

In response to the Staff’s comment, the Company has
revised the disclosure on page 6 of the Amendment No. 11 to the Registration Statement.

***

Office of Trade & Services

Division of Corporation Finance

Securities and Exchange Commission

June 24, 2022

Page 3

If you have any questions regarding the Revised
Draft Registration Statement, please contact me at david.zhang@kirkland.com, +852 3761 3318 (work) or +852 9124 8324 (cell), or Steve
Lin at steve.lin@kirkland.com, +86 10 5737 9315 (work) or +86 18610495593 (cell).

    Thank you for your time and attention.

    Very truly yours,

    /s/ David Zhang

    David Zhang

Enclosure

 c.c. Peixuan Wang, Chairwoman of the Board

Yong Hu, Director and Chief Executive
Officer

Xiaolei Ni, Chief Financial Officer

David Zhang, Esq., Partner, Kirkland &
Ellis International LLP

Steve Lin, Esq., Partner, Kirkland &
Ellis International LLP

Erin Liu, Partner, Friedman LLP

Meng Ding, Esq., Partner, Sidley Austin
LLP

United States securities and exchange commission logo
June 21, 2022
Yong Hu
Chief Executive Officer
Jianzhi Education Technology Group Co Ltd
27/F, Tower A, Yingdu Building, Zhichun Road
Haidian District, Beijing 100086
People’s Republic of China
Re:Jianzhi Education Technology Group Co Ltd
Amendment No. 10 to Registration Statement on Form F-1
Filed June 7, 2022
File No. 333-257865
Dear Mr. Hu:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Amendment No. 10 to Registration Statement on Form F-1 Filed June 7, 2022
The VIEs and China Operations, page 3
1.We note your disclosure in this section and throughout the prospectus that you have relied
upon the advice and opinion of counsel, Commerce & Finance Law Offices (your counsel
as to PRC law), with respect to your conclusions regarding having the required
permissions and approvals to operate your business and to offer securities to investors.
Please file a consent of counsel related to these opinions and references.  In this regard,
we note that Exhibit 99.2 does not contain opinions covering these matters nor an
explicit consent regarding these opinions and references in the prospectus.

 FirstName LastNameYong Hu
 Comapany NameJianzhi Education Technology Group Co Ltd
 June 21, 2022 Page 2
 FirstName LastName
Yong Hu
Jianzhi Education Technology Group Co Ltd
June 21, 2022
Page 2
2.Please refer to the fourth paragraph.  We note your disclosure that your PRC subsidiaries
and the VIEs have obtained the requisite licenses and permits from the PRC government
authorities that are material for the business operations of the company and the VIEs in
the PRC.  The disclosure here should not be qualified by materiality.  Please revise
accordingly.
            Please contact Taylor Beech at 202-551-4515 or Donald Field at 202-551-3680 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Steve Lin, Esq.

CORRESP
1
filename1.htm

  26th Floor, Gloucester Tower

The Landmark

15 Queen’’s Road Central

Hong Kong

  Telephone: +852 3761 3300
  David Zhang

  Facsimile: +852 3761 3301
  To Call Writer Directly

+852 3761 3318

  www.kirkland.com
  david.zhang@kirkland.com

June 7, 2022

Taylor Beech

Katherine Bagley

Office of Trade & Services

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Jianzhi Education Technology Group Co Ltd

Response to the Staff’s Comments on

Amendment No. 10 to Registration Statement on Form F-1

Filed May 10, 2022

CIK No. 0001852440

Dear Ms. Beech and Ms. Bagley:

On behalf of our client, Jianzhi Education Technology
Group Co Ltd, a foreign private issuer incorporated under the laws of the Cayman Islands (the “Company”), we
are submitting to the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
this letter setting forth the Company’s responses to the comments contained in the Staff’s letter dated May 24, 2022 on the
Company’s amendment to registration statement on Form F-1 publicly filed on May 10, 2022 relating to a proposed initial public offering
in the American Depositary Shares, representing the Company’s ordinary shares (the “Amendment No. 9 to the Registration
Statement”). Concurrently with the submission of this letter, the Company is submitting its further amendment to registration
statement on Form F-1 (the “Amendment No. 10 to the Registration Statement”) via EDGAR to the Commission for
review in accordance with the procedures of the Commission. Simultaneously with the submission via EDGAR, the Company is delivering to
the Staff via hand delivery five courtesy copies of this letter and the Amendment No. 10 to the Registration Statement, marked to show
changes to the Registration Statement.

The Company has responded to all of the Staff’s
comments by revising the Registration Statement to address the comments, by providing an explanation if the Company has not so revised
the Registration Statement, or by providing supplemental information as requested. The Staff’s comments are repeated below in bold
and followed by the Company’s response. We have included page references to the Amendment No. 10 to the Registration Statement where
the language addressing a particular comment appears. Terms used but not otherwise defined herein have the meanings set forth in the Amendment
No. 10 to the Registration Statement.

PARTNERS: Pierre-Luc Arsenault3 | Manas Chandrashekar5 |
Lai Yi Chau | Maurice Conway5 | Justin M. Dolling5 | David Patrick Eich1,4,5 |
Yuan Yue Jennifer Feng5 | Liu Gan2 | Paul Guan3 | David G. Harrington7 |
Karen K.Y. Ho | Ka Chun Hui | Damian C. Jacobs5 | Guang Li3 |
Wei Yang Lim5 | Mengyu Lu3 | Neil E.M. McDonald | Kelly Naphtali |
Ram Narayan3 | Amy Y.M. Ngan7 | Nicholas A. Norris5 | Paul S. Quinn |
Louis A. Rabinowitz3 | Fergus A. Saurin5 | Richard C.C. Sharpe | Jesse D. Sheley# |
Wenchen Tang3 | Liyong Xing3 | Peng Yu3 | Jacqueline B.N. Zheng3,5 |
Yu Zheng3

REGISTERED FOREIGN LAWYERS: Gautam Agarwal5 |
Joseph R. Casey9 | Yuxin Chen3 | Daniel Dusek3 | James A. Hill5 |
Ju Huang3 | Ding Jin3 | Ming Kong3 | Cori A. Lable2 |
Nicholas Tianchia Liew5 | Bo Peng8 | Tom Roberts5 | David Zhang3 |
Xiang Zhou3

ADMITTED IN: 1 State of Illinois (U.S.A.);
2 Commonwealth of Massachusetts (U.S.A.); 3 State of New York (U.S.A.);
4 State of Wisconsin (U.S.A.); 5 England and Wales; 6 Victoria (Australia);
7 New South Wales (Australia); 8 State of Georgia (U.S.A.); 9 State of California (U.S.A.);
# non-resident

Austin Bay Area Beijing Boston Brussels Chicago Dallas Houston London Los Angeles Munich New York Paris Salt Lake City Shanghai Washington, D.C.

Office of Trade & Services

Division of Corporation Finance

Securities and Exchange Commission

June 7, 2022

Page 2

Amendment No. 9 to Registration Statement on Form F-1 Filed May
10, 2022

Cover Page

 1. We reissue our prior comment 1. Please disclose on your cover page whether the VIE structure is used to provide investors with
exposure to foreign investment in China-based companies where Chinese law prohibits direct foreign investment in the operating companies.

In response to the Staff’s comment, the Company has
revised the disclosure on cover page of the Amendment No. 10 to the Registration Statement.

 2. We note your response to our prior comment 4 that your amended disclosure describes all transfers, dividends, or distributions
made as of March 31, 2022 between the Company, its subsidiaries, and VIEs, or to investors.  Please confirm that the disclosure describes
all transfers, dividends, or distributions made to date.

In response to the Staff’s comment, the Company has revised the
disclosure on cover page and pages 14 and 82 of the Amendment No. 10 to the Registration Statement.

 3. We note your response to our prior comment 5 and reissue our comment in part. Please revise your disclosure here to state that,
to the extent cash in the business is in the PRC or a PRC entity, the funds may not be available to distribute dividends to your investors,
or for other use outside of the PRC, due to interventions in or the imposition of restrictions and limitations on the ability of you,
your subsidiaries, or the consolidated VIEs by the PRC government to transfer cash.

In response to the Staff’s comment, the Company has revised the
disclosure on cover page and pages 14, 82 and 83 of the Amendment No. 10 to the Registration Statement.

Prospectus Summary

The VIEs and China Operations, page 3

 4. We reissue our prior comment 10. Disclose in the prospectus summary, separate from the risk factor you have included in your summary
risk factors, that trading in your securities may be prohibited under the Holding Foreign Companies Accountable Act if the PCAOB determines
that it cannot inspect or investigate completely your auditor, and that as a result, an exchange may determine to delist your securities.
Disclose whether your auditor is subject to the determinations announced by the PCAOB on December 16, 2021.

In response to the Staff’s comment, the Company has revised the
disclosure on page 8 of the Amendment No. 10 to the Registration Statement.

Office of Trade & Services

Division of Corporation Finance

Securities and Exchange Commission

June 7, 2022

Page 3

 5. We note your disclosure in response to our prior comment 14 and reissue our comment. You do not appear to have relied upon an opinion
of counsel with respect to your conclusions that you and the VIEs would not be subject to the cybersecurity review by the CAC for this
offering. If true, state as much and explain why such an opinion was not obtained. In this regard, we note that, while you disclose that
Commerce & Finance Law has opined on the circumstances under which you would be subject to a CAC cybersecurity review, Commerce &
Finance Law Offices does not appear to opine on the applicability of CAC regulations to you.

In response to the Staff’s comment, the Company has
revised the disclosure on the cover page and pages 7 and 50 of the Amendment No. 10 to the Registration Statement.

Restrictions on Foreign Exchange and the Ability to Transfer
Cash Between Entities, Across Borders and to U.S. Investors, page 14

 6. We note your diagram on page 15 depicting the flow of funds throughout your organization. Where you use dashed lines to represent
contractual arrangements and not the direction of the flow of funds, please remove the arrowheads from the dashed lines.

In response to the Staff’s comment, the Company has
revised the disclosure on pages 15 and 83 of the Amendment No. 10 to the Registration Statement.

***

If you have any questions regarding the Revised
Draft Registration Statement, please contact me at david.zhang@kirkland.com, +852 3761 3318 (work) or +852 9124 8324 (cell), or Steve
Lin at steve.lin@kirkland.com, +86 10 5737 9315 (work) or +86 18610495593 (cell).

Thank you for your time and attention.

    Very truly yours,

    /s/ David Zhang

    David Zhang

Enclosure

    c.c.
    Peixuan Wang, Chairwoman of the Board

Yong Hu, Director and Chief Executive Officer

Xiaolei Ni, Chief Financial Officer

David Zhang, Esq., Partner, Kirkland & Ellis International
LLP

Steve Lin, Esq., Partner, Kirkland & Ellis International
LLP

Erin Liu, Partner, Friedman LLP

Meng Ding, Esq., Partner, Sidley Austin LLP

United States securities and exchange commission logo
May 24, 2022
Yong Hu
Chief Executive Officer
Jianzhi Education Technology Group Co Ltd
27/F, Tower A, Yingdu Building, Zhichun Road
Haidian District, Beijing 100086
People’s Republic of China
Re:Jianzhi Education Technology Group Co Ltd
Amendment No. 9 to Registration Statement on Form F-1
Filed May 10, 2022
File No. 333-257865
Dear Mr. Hu:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our April 19, 2022 letter.
Amendment No. 9 to Registration Statement on Form F-1 Filed May 10, 2022
Cover Page
1.We reissue our prior comment 1. Please disclose on your cover page whether the VIE
structure is used to provide investors with exposure to foreign investment in China-based
companies where Chinese law prohibits direct foreign investment in the operating
companies.
2.We note your response to our prior comment 4 that your amended disclosure describes all
transfers, dividends, or distributions made as of March 31, 2022 between the Company, its
subsidiaries, and VIEs, or to investors.  Please confirm that the disclosure describes

 FirstName LastNameYong Hu
 Comapany NameJianzhi Education Technology Group Co Ltd
 May 24, 2022 Page 2
 FirstName LastName
Yong Hu
Jianzhi Education Technology Group Co Ltd
May 24, 2022
Page 2
all transfers, dividends, or distributions made to date.
3.We note your response to our prior comment 5 and reissue our comment in part. Please
revise your disclosure here to state that, to the extent cash in the business is in the PRC or
a PRC entity, the funds may not be available to distribute dividends to your investors, or
for other use outside of the PRC, due to interventions in or the imposition of restrictions
and limitations on the ability of you, your subsidiaries, or the consolidated VIEs by the
PRC government to transfer cash.
Prospectus Summary
The VIEs and China Operations, page 3
4.We reissue our prior comment 10. Disclose in the prospectus summary, separate from the
risk factor you have included in your summary risk factors, that trading in your securities
may be prohibited under the Holding Foreign Companies Accountable Act if the PCAOB
determines that it cannot inspect or investigate completely your auditor, and that as a
result, an exchange may determine to delist your securities. Disclose whether your auditor
is subject to the determinations announced by the PCAOB on December 16, 2021.
5.We note your disclosure in response to our prior comment 14 and reissue our comment.
You do not appear to have relied upon an opinion of counsel with respect to your
conclusions that you and the VIEs would not be subject to the cybersecurity review by the
CAC for this offering. If true, state as much and explain why such an opinion was not
obtained. In this regard, we note that, while you disclose that Commerce & Finance Law
has opined on the circumstances under which you would be subject to a CAC
cybersecurity review, Commerce & Finance Law Offices does not appear to opine on the
applicability of CAC regulations to you.
Restrictions on Foreign Exchange and the Ability to Transfer Cash Between Entities, Across
Borders and to U.S. Investors, page 14
6.We note your diagram on page 15 depicting the flow of funds throughout your
organization.  Where you use dashed lines to represent contractual arrangements and not
the direction of the flow of funds, please remove the arrowheads from the dashed lines.
            Please contact Taylor Beech at 202-551-4515 or Katherine Bagley at 202-551-2545 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Steve Lin, Esq.

CORRESP
1
filename1.htm

    26th Floor, Gloucester Tower

    The Landmark

    15 Queen’’s Road Central

    Hong Kong

    Telephone: +852 3761 3300

    Facsimile: +852 3761 3301

    www.kirkland.com

    David Zhang

    To Call Writer Directly

    +852 3761 3318

    david.zhang@kirkland.com

May 10, 2022

Doug Jones

Joel Parker

Taylor Beech

Katherine Bagley

Office of Trade & Services

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Jianzhi Education Technology Group Co Ltd

Response to the Staff’s Comments on

Amendment No. 9 to Registration Statement on Form F-1

Filed March 28, 2022

CIK No. 0001852440

Dear Mr. Jones, Mr. Parker, Ms. Beech and Ms. Bagley:

On behalf of our client, Jianzhi Education Technology
Group Co Ltd, a foreign private issuer incorporated under the laws of the Cayman Islands (the “Company”), we
are submitting to the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
this letter setting forth the Company’s responses to the comments contained in the Staff’s letter dated April 19, 2022 on
the Company’s amendment to registration statement on Form F-1 publicly filed on March 28, 2022 relating to a proposed initial public
offering in the American Depositary Shares, representing the Company’s ordinary shares (the “Amendment No. 8 to the
Registration Statement”). Concurrently with the submission of this letter, the Company is submitting its further amendment
to registration statement on Form F-1 (the “Amendment No. 9 to the Registration Statement”) and certain exhibits
thereto via EDGAR to the Commission for review in accordance with the procedures of the Commission. Simultaneously with the submission
via EDGAR, the Company is delivering to the Staff via hand delivery five courtesy copies of this letter and the Amendment No. 9 to the
Registration Statement, marked to show changes to the Registration Statement, and two courtesy copies of the submitted exhibits.

The Company has responded to all of the Staff’s
comments by revising the Registration Statement to address the comments, by providing an explanation if the Company has not so revised
the Registration Statement, or by providing supplemental information as requested. The Staff’s comments are repeated below in bold
and followed by the Company’s response. We have included page references to the Amendment No. 9 to the Registration Statement where
the language addressing a particular comment appears. Terms used but not otherwise defined herein have the meanings set forth in the Amendment
No. 9 to the Registration Statement.

PARTNERS:  Pierre-Luc Arsenault3 |
Manas Chandrashekar5 | Lai Yi Chau | Maurice Conway5 | Justin M. Dolling5 |
David Patrick Eich1,4,5 | Yuan Yue Jennifer Feng5 | Liu Gan2 |
Paul Guan3 | David G. Harrington7 | Karen K.Y. Ho | Ka Chun Hui |
Damian C. Jacobs5 | Guang Li3 | Wei Yang Lim5 | Mengyu Lu3 |
Neil E.M. McDonald | Kelly Naphtali | Ram Narayan3 | Amy Y.M. Ngan7 |
Nicholas A. Norris5 | Paul S. Quinn | Louis A. Rabinowitz3 | Fergus A. Saurin5 |
Richard C.C. Sharpe | Jesse D. Sheley# | Wenchen Tang3 | Liyong Xing3 |
Peng Yu3 | Jacqueline B.N. Zheng3,5 | Yu Zheng3

REGISTERED FOREIGN LAWYERS:  Gautam Agarwal5 |
Joseph R. Casey9 | Yuxin Chen3 | Daniel Dusek3 | James A. Hill5 |
Ju Huang3 | Ding Jin3 | Ming Kong3 | Cori A. Lable2 |
Nicholas Tianchia Liew5 | Bo Peng8 | Tom Roberts5 | David Zhang3

ADMITTED IN:  1 State of Illinois (U.S.A.);
2 Commonwealth of Massachusetts (U.S.A.); 3 State of New York (U.S.A.);
4 State of Wisconsin (U.S.A.); 5 England and Wales; 6 Victoria (Australia);
7 New South Wales (Australia); 8 State of Georgia (U.S.A.); 9 State of California (U.S.A.);
# non-resident

Austin Bay Area Beijing Boston Brussels Chicago Dallas Houston London Los Angeles Munich New York Paris Salt Lake City Shanghai Washington, D.C.

Office of Trade & Services

Division of Corporation Finance

Securities and Exchange Commission

May 10, 2022

Page 2

Amendment No. 8 to Registration Statement on Form F-1 Filed March
28, 2022

Cover Page

 1. In the first paragraph on your prospectus cover, please explain whether the VIE structure is used to provide investors with exposure
to foreign investment in China-based companies where Chinese law prohibits direct foreign investment in the operating companies.
Refer to comment number 1 of the Staff’s “Sample Letter to China Based Companies” published on December 20, 2021.

In response to the Staff’s comment, the Company has
revised the disclosure on cover page of the Amendment No. 9 to the Registration Statement.

 2. We note your disclosure referencing the Holding Foreign Companies Accountable Act. Please amend your disclosure to also discuss the
Accelerating Holding Foreign Companies Accountable Act, and include appropriate cross-references to your discussion of the same in your
risk factor disclosure.

In response to the Staff’s comment, the Company has
revised the disclosure on cover page and page 55 of the Amendment No. 9 to the Registration Statement.

 3. We note your references throughout the filing to “the Group.”  Please clearly disclose the entities encompassed
in “the Group,” and amend the disclosure throughout the document so that it is clear to investors which entity the disclosure
is referencing and which subsidiaries or entities are conducting the business operations.  Refrain from referring to your VIE as
part of “the Group,” and remove references to “our VIE” throughout your filing.

In response to the Staff’s comment, the Company has
revised “the Group” and “our VIEs” throughout the Amendment No. 9 to the Registration Statement.

 4. Please revise paragraph 5 on your prospectus cover to explicitly disclose your intentions to distribute earnings or settle
amounts owed under the VIE agreements and explicitly state whether any transfers, dividends, or distributions have been made to date between
the holding company, its subsidiaries, and consolidated VIEs, or to investors, and quantify the amounts where applicable.  In this
regard, we note your disclosure does not reference dividends and distributions made by or to Beijing Sentu, your VIE entity.
Please make comparable revisions to the disclosure on pages 12-14 and address any tax consequences of these transactions.
Furthermore, please confirm that the disclosure in paragraph 5 on your prospectus cover and on pages 12-14 describes all transfers,
dividends, or distributions made to date, and if not, revise to include such disclosure. It appears you have only provided disclosure
for the periods presented in your financial statements. For guidance, refer to comments 4 and 9 of the Staff’s “Sample
Letter to China Based Companies” published on December 20, 2021.

In response to the Staff’s comment, the Company has
revised the disclosure on cover page and pages 13, 14 and 81 of the Amendment No. 9 to the Registration Statement. The Company further
confirms that the disclosure on the cover page and on pages 13 to 15 of the Amendment No. 9 describes all transfers, dividends, or distributions
made as of March 31, 2022 between the Company, its subsidiaries, and VIEs, or to investors.

Office of Trade & Services

Division of Corporation Finance

Securities and Exchange Commission

May 10, 2022

Page 3

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

In response to the Staff’s comment, the Company respectfully
advises the Staff that it has not conducted and does not have plan to conduct operations outside of the PRC/Hong Kong. The Company further
advises the Staff that its cash in the PRC/Hong Kong or a PRC/Hong Kong entity would only be transferred outside of PRC/Hong Kong to distribute
dividends. Interventions in or the restrictions and limitations that the PRC government may impose on the ability of the Company and its
subsidiaries, or the consolidated entities to distribute dividends have been disclosed on the cover page, “Summary — Restrictions
on Foreign Exchange and the Ability to Transfer Cash Between Entities, Across Borders and to U.S. Investors”, “Risk Factors
— Risks Related to Doing Business in China — PRC governmental control on the convertibility of Renminbi may affect the value
of your investment”, and “Risk Factors — Risks Related to the ADSs and This Offering — If we are classified as
a PRC resident enterprise for PRC income tax purposes, such classification could result in unfavorable tax consequences to us and our
non-PRC shareholders or ADS holders.”

 6. Discuss whether there are limitations on your ability to transfer cash between you, your subsidiaries, the consolidated VIEs or
investors. Provide a cross-reference to your discussion of this issue in your summary, summary risk factors, and risk factors sections,
as well.

In response to the Staff’s comment, the Company has
revised the disclosure on cover page of the Amendment No. 9 to the Registration Statement.

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

In response to the Staff’s comment, the Company has
revised the disclosure on cover page and pages 14 and 81 of the Amendment No. 9 to the Registration Statement.

Prospectus Summary

The VIEs and China Operations, page 3

 8. Please describe how the VIE structure may affect investors and the value of their investment and disclose that the company
may incur substantial costs to enforce the terms of the arrangements.  In addition, disclose the challenges the company may
face enforcing the VIE contractual agreements due to legal uncertainties and jurisdictional limits.  Refer to comment number
5 of the Staff’s “Sample Letter to China Based Companies” published on December 20, 2021.

In response to the Staff’s comment, the Company has
revised the disclosure on page 4 of the Amendment No. 9 to the Registration Statement.

Office of Trade & Services

Division of Corporation Finance

Securities and Exchange Commission

May 10, 2022

Page 4

 9. We note that you do not appear to have relied upon an opinion of counsel with respect to your conclusions that you do not need
any additional permissions and approvals to operate your business and to offer securities to investors. If true, state as much and
explain why such an opinion was not obtained.

In response to the Staff’s comment, the Company has
revised the disclosure on pages 6, 7 and 8 of the Amendment No. 9 to the Registration Statement.

 10. Disclose in this section that trading in your securities may be prohibited under the Holding Foreign Companies Accountable
Act if the PCAOB determines that it cannot inspect or investigate completely your auditor, and that as a result an exchange may determine
to delist your securities. Disclose whether your auditor is subject to the determinations announced by the PCAOB on December 16, 2021.  Refer
to comment number 11 of the Staff’s “Sample Letter to China Based Companies” published on December 20, 2021.

In response to the Staff’s comment, the Company has
revised the disclosure on pages 12 and 54 of the Amendment No. 9 to the Registration Statement.

Summary Risk Factors, page 9

 11. Please revise your disclosure on page 11 to address the risk that the Chinese government may exert more control over offerings
conducted overseas and/or foreign investment in China-based issuers, which could result in a material change in your operations and/or
the value of the securities you are registering for sale.  In addition, please clarify that any actions by the Chinese government
to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers is what
could significantly limit or completely hinder your ability to offer or continue to offer your ADSs.  Please make conforming
edits to your risk factors on pages 48 and 53.  Refer to comments 7 and 14 of the Staff’s “Sample Letter to
China Based Companies” published on December 20, 2021.

In response to the Staff’s comment, the Company has
revised the disclosure on cover page and pages 8, 12, 48, 49, 53, 56 and 57 of the Amendment No. 9 to the Registration Statement.

Restrictions on Foreign Exchange and the Ability to Transfer
Cash Between Entities, Across Borders and to U.S. Investors, page 13

 12. We note your disclosure “For a condensed consolidation schedule depicting the results of operations, financial position,
and cash flows for Jianzhi Education and the VIEs, see ‘Summary Consolidated Financial Data.’”  Please amend your
disclosure to provide cross-references to both the condensed consolidating schedule and the consolidated financial statements.

In response to the Staff’s comment, the Company has
revised the disclosure on pages 15 and 82 of the Amendment No. 9 to the Registration Statement.

VIE Consolidation Schedule, page 21

 13. Please revise the consolidating schedules to present a separate column that includes Jianzhi Century Technology
(Beijing) Co., Ltd. (WFOE), Beijing Sentu Lejiao Information Technology Co., Ltd. and Sentu Shuzhi Technology (Beijing) Co., Ltd.
In addition, revise the summary of the consolidated statement of income to present cost of revenues and total operating expenses.

In response to the Staff’s comment, the Company has
revised the disclosure on pages 21, 22 and 23 of the Amendment No. 9 to the Registration Statement.

Risk Factors

“It is unclear whether we and the VIEs will be subject
to the oversight of the CAC . . .”, page 49

 14. We note that you do not appear to have relied upon an opinion of counsel with respect to your conclusion that you and the
VIEs would not be subject to the cybersecurity review by the CAC.  If true, state as much and explain why such an opinion was not
obtained.

In response to the Staff’s comment, the Company has
revised the disclosure on pages 7 and 49 of the Amendment No. 9 to the Registration Statement.

Office of Trade & Services

Division of Corporation Finance

Securities and Exchange Commission

May 10, 2022

Page 5

“The Holding Foreign Companies Accountable Act, or the
HFCA Act, and the related regulations are evolving quickly. . .”, page 54

 15. We note your disclosure that “On June 22, 2021, the U.S. Senate passed a bill which, if passed by the U.S. House of
Representatives and signed into law, would reduce the number of consecutive non-inspection years required for triggering the prohibitions
under the HFCA Act from three years to two.”  Please further revise to clarify that this would reduce the time before
your securities may be prohibited from trading or delisted.  Refer to comment number 13 of the Staff’s “Sample
Letter to China Based Companies” published on December 20, 2021.

In response to the Staff’s comment, the Company has
revised the disclosure on page 55 of the Amendment No. 9 to the Registration Statement.

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

Year en

United States securities and exchange commission logo
April 19, 2022
Yong Hu
Chief Executive Officer
Jianzhi Education Technology Group Co Ltd
27/F, Tower A, Yingdu Building, Zhichun Road
Haidian District, Beijing 100086
People’s Republic of China
Re:Jianzhi Education Technology Group Co Ltd
Amendment No. 8 to Registration Statement on Form F-1
Filed March 28, 2022
File No. 333-257865
Dear Mr. Hu:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Amendment No. 8 to Registration Statement on Form F-1 Filed March 28, 2022
Cover Page
1.In the first paragraph on your prospectus cover, please explain whether the VIE structure
is used to provide investors with exposure to foreign investment in China-based
companies where Chinese law prohibits direct foreign investment in the operating
companies.  Refer to comment number 1 of the Staff's "Sample Letter to China Based
Companies" published on December 20, 2021.
2.We note your disclosure referencing the Holding Foreign Companies Accountable Act.
Please amend your disclosure to also discuss the Accelerating Holding Foreign
Companies Accountable Act, and include appropriate cross-references to your discussion

 FirstName LastNameYong Hu
 Comapany NameJianzhi Education Technology Group Co Ltd
 April 19, 2022 Page 2
 FirstName LastName
Yong Hu
Jianzhi Education Technology Group Co Ltd
April 19, 2022
Page 2
of the same in your risk factor disclosure.
3.We note your references throughout the filing to "the Group."  Please clearly disclose the
entities encompassed in "the Group," and amend the disclosure throughout the document
so that it is clear to investors which entity the disclosure is referencing and which
subsidiaries or entities are conducting the business operations.  Refrain from referring to
your VIE as part of "the Group," and remove references to "our VIE" throughout your
filing.
4.Please revise paragraph 5 on your prospectus cover to explicitly disclose your intentions
to distribute earnings or settle amounts owed under the VIE agreements and explicitly
state whether any transfers, dividends, or distributions have been made to date between
the holding company, its subsidiaries, and consolidated VIEs, or to investors, and quantify
the amounts where applicable.  In this regard, we note your disclosure does not reference
dividends and distributions made by or to Beijing Sentu, your VIE entity.  Please make
comparable revisions to the disclosure on pages 12-14 and address any tax
consequences of these transactions.  Furthermore, please confirm that the disclosure in
paragraph 5 on your prospectus cover and on pages 12-14 describes all transfers,
dividends, or distributions made to date, and if not, revise to include such disclosure. It
appears you have only provided disclosure for the periods presented in your financial
statements. For guidance, refer to comments 4 and 9 of the Staff's "Sample Letter to China
Based Companies" published on December 20, 2021.
5.As a related matter, please amend your disclosure here and in the summary risk factors
and risk factors sections to state that, to the extent cash in the business is in the PRC/Hong
Kong or a PRC/Hong Kong entity, the funds may not be available to fund operations or
for other use outside of the PRC/Hong Kong due to interventions in or the imposition of
restrictions and limitations on the ability of you, your subsidiaries, or the consolidated
VIEs by the PRC government to transfer cash. On the cover page, provide cross-
references to these other discussions.
6.Discuss whether there are limitations on your ability to transfer cash between you, your
subsidiaries, the consolidated VIEs or investors. Provide a cross-reference to your
discussion of this issue in your summary, summary risk factors, and risk factors sections,
as well.
7.To the extent you have cash management policies that dictate how funds are transferred
between you, your subsidiaries, the consolidated VIEs or investors, summarize the
policies on your cover page and in the prospectus summary, and disclose the source of
such policies (e.g., whether they are contractual in nature, pursuant to regulations, etc.);
alternatively, state on the cover page and in the prospectus summary that you have no
such cash management policies that dictate how funds are transferred. Provide a cross-
reference on the cover page to the discussion of this issue in the prospectus summary.

 FirstName LastNameYong Hu
 Comapany NameJianzhi Education Technology Group Co Ltd
 April 19, 2022 Page 3
 FirstName LastName
Yong Hu
Jianzhi Education Technology Group Co Ltd
April 19, 2022
Page 3
Prospectus Summary
The VIEs and China Operations, page 3
8.Please describe how the VIE structure may affect investors and the value of their
investment and disclose that the company may incur substantial costs to enforce the terms
of the arrangements.  In addition, disclose the challenges the company may face enforcing
the VIE contractual agreements due to legal uncertainties and jurisdictional limits.  Refer
to comment number 5 of the Staff's "Sample Letter to China Based Companies" published
on December 20, 2021.
9.We note that you do not appear to have relied upon an opinion of counsel with respect to
your conclusions that you do not need any additional permissions and approvals to operate
your business and to offer securities to investors. If true, state as much and explain why
such an opinion was not obtained.
10.Disclose in this section that trading in your securities may be prohibited under the Holding
Foreign Companies Accountable Act if the PCAOB determines that it cannot inspect or
investigate completely your auditor, and that as a result an exchange may determine to
delist your securities. Disclose whether your auditor is subject to the determinations
announced by the PCAOB on December 16, 2021.  Refer to comment number 11 of the
Staff's "Sample Letter to China Based Companies" published on December 20, 2021.
Summary Risk Factors, page 9
11.Please revise your disclosure on page 11 to address the risk that the Chinese government
may exert more control over offerings conducted overseas and/or foreign investment in
China-based issuers, which could result in a material change in your operations and/or the
value of the securities you are registering for sale.  In addition, please clarify that any
actions by the Chinese government to exert more oversight and control over offerings that
are conducted overseas and/or foreign investment in China-based issuers is what
could significantly limit or completely hinder your ability to offer or continue to offer
your ADSs.  Please make conforming edits to your risk factors on pages 48 and 53.  Refer
to comments 7 and 14 of the Staff's "Sample Letter to China Based Companies" published
on December 20, 2021.
Restrictions on Foreign Exchange and the Ability to Transfer Cash Between Entities, Across
Borders and to U.S. Investors, page 13
12.We note your disclosure "For a condensed consolidation schedule depicting the results of
operations, financial position, and cash flows for Jianzhi Education and the VIEs, see
'Summary Consolidated Financial Data.'"  Please amend your disclosure to provide cross-
references to both the condensed consolidating schedule and the consolidated financial
statements.

 FirstName LastNameYong Hu
 Comapany NameJianzhi Education Technology Group Co Ltd
 April 19, 2022 Page 4
 FirstName LastName
Yong Hu
Jianzhi Education Technology Group Co Ltd
April 19, 2022
Page 4
VIE Consolidation Schedule, page 21
13.Please revise the consolidating schedules to present a separate column that includes
Jianzhi Century Technology (Beijing) Co., Ltd. (WFOE), Beijing Sentu Lejiao
Information Technology Co., Ltd. and Sentu Shuzhi Technology (Beijing) Co., Ltd.  In
addition, revise the summary of the consolidated statement of income to present cost of
revenues and total operating expenses.
Risk Factors
"It is unclear whether we and the VIEs will be subject to the oversight of the CAC . . .", page 49
14.We note that you do not appear to have relied upon an opinion of counsel with respect to
your conclusion that you and the VIEs would not be subject to the cybersecurity review by
the CAC.  If true, state as much and explain why such an opinion was not obtained.
"The Holding Foreign Companies Accountable Act, or the HFCA Act, and the related
regulations are evolving quickly. . .", page 54
15.We note your disclosure that "On June 22, 2021, the U.S. Senate passed a bill which, if
passed by the U.S. House of Representatives and signed into law, would reduce the
number of consecutive non-inspection years required for triggering the prohibitions under
the HFCA Act from three years to two."  Please further revise to clarify that this
would reduce the time before your securities may be prohibited from trading or
delisted.  Refer to comment number 13 of the Staff's "Sample Letter to China Based
Companies" published on December 20, 2021.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations
Year ended December 31, 2021 compared to year ended December 31, 2020
Gross Profit, page 94
16.You attribute the decrease in the gross profits margin for education content services for
fiscal 2021 primarily due to the VIEs purchased new educational content in 2021.  Please
explain why this caused the gross profits margin to decrease.
Operating Activities, page 97
17.We note your disclosure that "[a]s of December 31, 2021, [certain] suppliers did not
complete delivery of equipment as stated in the contracts."  Please disclose whether you
expect this trend to occur in future periods.  Please also amend your filing to include risk
factor disclosure describing the risks, if any, related to suppliers not delivering equipment
in accordance with contracts.
Other Transactions with Related Parties, page 148
18.We note your disclosure that "On May 18, 2021 and July 26, 2021, the Group and Rongde

 FirstName LastNameYong Hu
 Comapany NameJianzhi Education Technology Group Co Ltd
 April 19, 2022 Page 5
 FirstName LastName
Yong Hu
Jianzhi Education Technology Group Co Ltd
April 19, 2022
Page 5
entered into two loan agreements, pursuant to which the Group borrowed an aggregation
of RMB47,168,356 from Rongde."  Please file the agreements with Rongde as exhibits to
your registration statement, or tell us why you believe you are not required to do so.
Notes to Consolidated Financial Statements
Note 10 - Income Taxes, page F-31
19.Please disclose the amounts and expiration dates of operating loss carryforwards pursuant
to ASC 740-10-50-3.a.  Also, consider disclosing the basis for recording a valuation
allowance that appears to be primarily against net operating losses carried forward so
investors may understand why you do not expect the carry forwards to be utilized.
            You may contact Doug Jones at 202-551-3309 or Joel Parker at 202-551-3651 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Taylor Beech at 202-551-4515 or Katherine Bagley at 202-551-2545 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Steve Lin, Esq.

CORRESP
1
filename1.htm

    26th
                           Floor, Gloucester Tower

    The
    Landmark

    15
    Queen’s Road Central

    Hong
    Kong

    Telephone:
+852 3761 3300

    Facsimile:
    +852 3761 3301

    www.kirkland.com

    David
                           Zhang

    To
    Call Writer Directly

    +852 3761 3318

    david.zhang@kirkland.com

March
28, 2022

Ta
Tanisha Meadows

Doug
Jones

Katherine
Bagley

Ryan
Lichtenfels

Office
of Trade & Services

Division
of Corporation Finance

Securities
and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    Jianzhi
    Education Technology Group Co Ltd

Response
to the Staff’s Comments on

Amendment
No. 8 to Registration Statement on Form F-1

Filed
February 23, 2022

CIK
No. 0001852440

Dear
Ms. Meadows, Mr. Jones, Ms. Bagley, Mr. Lichtenfels:

On
behalf of our client, Jianzhi Education Technology Group Co Ltd, a foreign private issuer incorporated under the laws of the Cayman Islands
(the “Company”), we are submitting to the staff (the “Staff”) of the Securities and
Exchange Commission (the “Commission”) this letter setting forth the Company’s responses to the comments
contained in the Staff’s letter dated March 16, 2022 on the Company’s amendment to registration statement on Form F-1 publicly
filed on February 23, 2022 relating to a proposed initial public offering in the American Depositary Shares, representing the Company’s
ordinary shares (the “Amendment No. 7 to the Registration Statement”). Concurrently with the submission of
this letter, the Company is submitting its further amendment to registration statement on Form F-1 (the “Amendment No. 8
to the Registration Statement”) and certain exhibits thereto via EDGAR to the Commission for review in accordance with
the procedures of the Commission. Simultaneously with the submission via EDGAR, the Company is delivering to the Staff via hand delivery
five courtesy copies of this letter and the Amendment No. 8 to the Registration Statement, marked to show changes to the Registration
Statement, and two courtesy copies of the submitted exhibits.

The
Company has responded to all of the Staff’s comments by revising the Registration Statement to address the comments, by providing
an explanation if the Company has not so revised the Registration Statement, or by providing supplemental information as requested. The
Staff’s comments are repeated below in bold and followed by the Company’s response. We have included page references to the
Amendment No. 8 to the Registration Statement where the language addressing a particular comment appears. Terms used but not otherwise
defined herein have the meanings set forth in the Amendment No. 8 to the Registration Statement.

    PARTNERS: 
                                            Pierre-Luc Arsenault3 | Manas Chandrashekar5 | Lai Yi Chau |
                                            Maurice Conway5 | Justin M. Dolling5 | David Patrick Eich1,4,5 |
                                            Yuan Yue Jennifer Feng5 | Liu Gan2 | Paul Guan3 |
                                            David G. Harrington7 | Karen K.Y. Ho | Ka Chun Hui |
                                            Damian C. Jacobs5 | Guang Li3 | Wei Yang Lim5 | Mengyu Lu3 |
                                            Neil E.M. McDonald | Kelly Naphtali | Ram Narayan3 | Amy Y.M. Ngan7 |
                                            Nicholas A. Norris5 | Paul S. Quinn | Louis A. Rabinowitz3 |
                                            Fergus A. Saurin5 | Richard C.C. Sharpe | Jesse D. Sheley# |
                                            Wenchen Tang3 | Liyong Xing3 | Jacqueline B.N. Zheng3,5 |
                                            Yu Zheng3

    REGISTERED
    FOREIGN LAWYERS:  Gautam Agarwal5 | Joseph R. Casey9 | Yuxin Chen3 | Daniel Dusek3 |
    James A. Hill5 | Ju Huang3 | Ding Jin3 | Ming Kong3 | Cori A. Lable2 |
    Nicholas Tianchia Liew5 | Bo Peng8 | David Zhang3

    ADMITTED
    IN:  1 State of Illinois (U.S.A.); 2 Commonwealth of Massachusetts (U.S.A.); 3 State of New York (U.S.A.);
    4 State of Wisconsin (U.S.A.); 5 England and Wales; 6 Victoria (Australia); 7 New South Wales (Australia);
    8 State of Georgia (U.S.A.); 9 State of California (U.S.A.); # non-resident

Austin Bay Area Beijing Boston Brussels Chicago Dallas Houston London Los Angeles Munich New York Paris Salt Lake City Shanghai Washington, D.C.

Office of Trade & Services

Division of Corporation Finance

Securities and Exchange Commission

March 28, 2022

Page 2

Amendment
No. 7 to Registration Statement on Form F-1 Filed February 23, 2022

Cover
Page

    1.
    Please
        revise the last sentence of the second paragraph on your prospectus cover to clarify that if PRC government disallowed your VIE
        structure completely, your ADSs could “significantly” decline in value or become worthless.

    In
    response to the Staff’s comment, the Company has revised the disclosure on the cover page of the Amendment No. 8 to the Registration
    Statement.

Prospectus
Summary, page 1

    2.
    We
        note your response to comment six, and your amended disclosure on pages six and seven. However, your amended disclosure is not
        completely responsive to our comment. Please explicitly address the applicability of the CAC regulations effective February 15,
        2022.

    In
    response to the Staff’s comment, the Company has revised the disclosure on pages 6 and 49 of the Amendment No.
    8 to the Registration Statement.

Exhibit
23.1, page II-4

    3.
    We
        note your auditor’s consent does not include the October 29, 2021 report date shown in its audit report. Please obtain
        a revised consent that refers to this date.

    In
    response to the Staff’s comment, the Company has obtained a revised consent letter from its auditor. The revised consent letter
    is being filed as Exhibit 23.1 of the the Amendment No. 8 to the Registration Statement.

***

Office of Trade & Services

Division of Corporation Finance

Securities and Exchange Commission

March 28, 2022

Page 3

If
you have any questions regarding the Revised Draft Registration Statement, please contact me at david.zhang@kirkland.com, +852 3761 3318
(work) or +852 9124 8324 (cell), or Steve Lin at steve.lin@kirkland.com, +86 10 5737 9315 (work) or +86 18610495593 (cell).

Thank
you for your time and attention.

    Very truly yours,

    /s/
    David Zhang

    David Zhang

Enclosure

    c.c.
    Peixuan Wang, Chairman of the
    Board

Yong
Hu, Director and Chief Executive Officer

Xiaolei
Ni, Chief Financial Officer

David
Zhang, Esq., Partner, Kirkland & Ellis International LLP

Steve
Lin, Esq., Partner, Kirkland & Ellis International LLP

Erin
Liu, Partner, Friedman LLP

Meng
Ding, Esq., Partner, Sidley Austin LLP

United States securities and exchange commission logo
March 16, 2022
Yong Hu
Chief Executive Officer
Jianzhi Education Technology Group Co Ltd
27/F, Tower A, Yingdu Building, Zhichun Road
Haidian District, Beijing 100086
People’s Republic of China
Re:Jianzhi Education Technology Group Co Ltd
Amendment No. 7 to Registration Statement on Form F-1
Filed February 23, 2022
File No. 333-257865
Dear Mr. Hu:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our February 8, 2022 letter.
Amendment No. 7 to Registration Statement on Form F-1 Filed February 23, 2022
Cover Page
1.Please revise the last sentence of the second paragraph on your prospectus cover to clarify
that if PRC government disallowed your VIE structure completely, your ADSs could
"significantly" decline in value or become worthless.
Prospectus Summary, page 1
2.We note your response to comment six, and your amended disclosure on pages six and
seven.  However, your amended disclosure is not completely responsive to our comment.
Please explicitly address the applicability of the CAC regulations effective February 15,

 FirstName LastNameYong Hu
 Comapany NameJianzhi Education Technology Group Co Ltd
 March 16, 2022 Page 2
 FirstName LastName
Yong Hu
Jianzhi Education Technology Group Co Ltd
March 16, 2022
Page 2
2022.
Exhibit 23.1, page II-4
3.We note your auditor's consent does not include the October 29, 2021 report date shown
in its audit report.  Please obtain a revised consent that refers to this date.
            You may contact Ta Tanisha Meadows at 202-551-3322 or Doug Jones at 202-551-3309
if you have questions regarding comments on the financial statements and related
matters.  Please contact Taylor Beech at 202-551-4515 or Katherine Bagley at 202-551-2545
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Steve Lin, Esq.

CORRESP
1
filename1.htm

    26th Floor, Gloucester Tower

    The Landmark

    15 Queen’s Road Central

    Hong Kong

    Telephone: +852 3761 3300

    Facsimile: +852 3761 3301

    www.kirkland.com

    David Zhang

    To Call Writer Directly

    +852 3761 3318

    david.zhang@kirkland.com

Feburary 23, 2022

Ta Tanisha Meadows

Doug Jones

Katherine Bagley

Ryan Lichtenfels

Office of Trade & Services

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Jianzhi Education Technology Group Co Ltd

Response to the Staff’s Comments on

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

Filed January 18, 2022

CIK No. 0001852440

Dear Ms. Meadows, Mr. Jones, Ms. Bagley, Mr. Lichtenfels:

On behalf of our client, Jianzhi Education Technology
Group Co Ltd, a foreign private issuer incorporated under the laws of the Cayman Islands (the “Company”), we
are submitting to the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
this letter setting forth the Company’s responses to the comments contained in the Staff’s letter dated February 8, 2021 on
the Company’s amendment to registration statement on Form F-1 publicly filed on January 18, 2022 relating to a proposed initial
public offering in the American Depositary Shares, representing the Company’s ordinary shares (the “Amendment No. 6
to the Registration Statement”). Concurrently with the submission of this letter, the Company is submitting its further
amendment to registration statement on Form F-1 (the “Amendment No. 7 to the Registration Statement”) and certain
exhibits thereto via EDGAR to the Commission for review in accordance with the procedures of the Commission. Simultaneously with the submission
via EDGAR, the Company is delivering to the Staff via hand delivery five courtesy copies of this letter and the Amendment No. 7 to the
Registration Statement, marked to show changes to the Registration Statement, and two courtesy copies of the submitted exhibits.

The Company has responded to all of the Staff’s
comments by revising the Registration Statement to address the comments, by providing an explanation if the Company has not so revised
the Registration Statement, or by providing supplemental information as requested. The Staff’s comments are repeated below in bold
and followed by the Company’s response. We have included page references to the Amendment No. 7 to the Registration Statement where
the language addressing a particular comment appears. Terms used but not otherwise defined herein have the meanings set forth in the Amendment
No. 7 to the Registration Statement.

    PARTNERS: 
                            Pierre-Luc Arsenault3 | Manas Chandrashekar5 | Lai Yi Chau |
                            Maurice Conway5 | Justin M. Dolling5 | David Patrick Eich1,4,5 |
                            Chui Hao Farn3 | Yuan Yue Jennifer Feng5 | Liu Gan2 |
                            Paul Guan3 | David G. Harrington7 | Karen K.Y. Ho |
                            Ka Chun Hui | Damian C. Jacobs5 | Guang Li3 |
                            Wei Yang Lim5 | Mengyu Lu3 | Neil E.M. McDonald |
                            Kelly Naphtali | Ram Narayan3 | Amy Y.M. Ngan7 |
                            Nicholas A. Norris5 | Paul S. Quinn | Louis A. Rabinowitz3 |
                            Fergus A. Saurin5 | Richard C.C. Sharpe | Jesse D. Sheley# |
                            Wenchen Tang3 | Liyong Xing3 | Jacqueline B.N. Zheng3,5 |
                            Yu Zheng3

    REGISTERED FOREIGN LAWYERS: 
    Gautam Agarwal5 | Joseph R. Casey9 | Yuxin Chen3 | Daniel Dusek3 |
    James A. Hill5 | Ju Huang3 | Ding Jin3 | Cori A. Lable2 |
    Nicholas Tianchia Liew5 | Bo Peng8 | David Zhang3

    ADMITTED IN:  1 State of Illinois (U.S.A.);
    2 Commonwealth of Massachusetts (U.S.A.); 3 State of New York (U.S.A.);
    4 State of Wisconsin (U.S.A.); 5 England and Wales; 6 Victoria (Australia);
    7 New South Wales (Australia); 8 State of Georgia (U.S.A.); 9 State of California (U.S.A.);
    # non-resident

    Austin Bay Area Beijing Boston Brussels Chicago Dallas Houston London Los Angeles Munich New York Paris Salt Lake City Shanghai Washington, D.C.

Office of Trade & Services

Division of Corporation Finance

Securities and Exchange Commission

February 23, 2022

Page 2

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

Cover Page

    1.

    We note your disclosure that “Jianzhi
Education Technology Group Company Limited... is a Cayman Islands holding company primarily operating in China through its subsidiaries
and contractual arrangements with variable interest entities.” In addition to your current disclosure, please amend your disclosure
to clearly state that you are not a Chinese operating company. Please also disclose, if true, that these VIE contracts have not been
tested in court. As a related matter, we note your disclosure that “[i]f the PRC government finds these contractual arrangements
non-compliant with the restrictions on direct foreign investment in the relevant industries, or if the relevant PRC laws, regulations,
and rules or the interpretation thereof change in the future, we could be subject to severe penalties or be forced to relinquish our
interests in the VIEs or forfeit our rights under the contractual arrangements,” and “Jianzhi Education and investors in
the ADSs face uncertainty about potential future actions by the PRC government, which could affect the enforceability of our contractual
arrangements with Beijing Sentu and, consequently, significantly affect the financial condition and results of operations of Jianzhi
Education.” Please amend your disclosure to acknowledge that Chinese regulatory authorities could disallow this VIE structure,
which would likely result in a material change in your operations and/or a material change in the value of the securities
you are registering for sale. For guidance, see the Sample Comments to China-Based Companies (Modified December 20, 2021), available
on our public website.

    In response to the Staff’s comment, the Company has revised the
    disclosure on the cover page of the Amendment No. 7 to the Registration Statement.

    2.

    Please amend your prospectus cover page to address how recent statements
    and regulatory actions by China’s government, such as those related to the use of variable interest entities and data security or anti-monopoly
    concerns, have or may impact the company’s ability to conduct its business, accept foreign investments, or list on a U.S. or other
    foreign exchange. For guidance, see Sample Letter to China-Based Companies (Modified December 20, 2021), available on our public website.

    In response to the Staff’s comment, the Company has revised the
    disclosure on the cover page of the Amendment No. 7 to the Registration Statement.

    3.

    Please amend your prospectus cover page disclose that the
    VIE is consolidated for accounting purposes but is not an entity in which you own equity, and that the holding company does not conduct
    operations. Disclose clearly the entity (including the domicile) in which investors are purchasing an interest.

    In response to the Staff’s comment, the Company has revised
    the disclosure on the cover page of the Amendment No. 7 to the Registration Statement.

Office of Trade & Services

Division of Corporation Finance

Securities and Exchange Commission

February 23, 2022

Page 3

Prospectus Summary, page 1

    4.

    We note your response to comment 3 and your amended disclosure
    throughout the filing; however, your disclosure is not completely responsive to our comment. Please remove your references to “effective
    control” from the notes to your financial statements on pages F-14 and F-51.

    In response to the Staff’s comment, the Company has revised
    the disclosure on pages F-14 and F-51 of the Amendment No. 7 to the Registration Statement.

The VIEs and China Operations, page 3

    5.

    We note your disclosure that your contractual agreements include:
    “(i) an exclusive business cooperation agreement, which enables us to receive substantially all of the economic benefits of Beijing
    Sentu, (ii) powers of attorney and an equity pledge agreement, which provide us with effective control over Beijing Sentu, and (iii) an
    exclusive option agreement, which provides us with the option to purchase all of the equity interests in Beijing Sentu.” Please amend
    your disclosure here to describe the material terms of these agreements, and identify clearly the entity in which investors are purchasing
    their interest and the entity(ies) in which the company’s operations are conducted.

    In response to the Staff’s comment, the Company has revised the
    disclosure on pages 3 and 4 of the Amendment No. 7 to the Registration Statement.

    6.

    We note your disclosure that “[i]t is unclear whether
we and the VIEs will be subject to the oversight of the CAC and how such oversight may impact us,” and “we believe the approval
of the CSRC or other equivalent PRC government authorities is not required in connection with this offering under current PRC laws, regulations
and rules.” Please amend your disclosure in this section to discuss the relevant CAC and CSRC regulations that may apply to you
and this offering. In your discussion, please address the applicability of new CAC regulations that will go into effect on February 15,
that will require internet platform operators holding data of more than 1 million users to undergo a network security review, and the
two new draft regulations proposed by the CSRC. Please also disclose the basis for your statement that you do not believe the approval
of the CSRC is required for your offering. Finally, describe the consequences to you and your investors if you, your subsidiaries, or
the VIEs: (i) do not receive or maintain required 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. In this regard, we note your references to risk factors describing these consequences, but you should provide
a description of the relevant consequences in your prospectus summary.

In response to the Staff’s comment, the Company has revised the
    disclosure on pages 6, 7, 8 and 56 of the Amendment No. 7 to the Registration Statement.

Summary Risk Factors, page 7

    7.

    Please amend your summary risk factors to briefly address
    the risks and uncertainties related to the fact that rules and regulations in China can change quickly with little advance notice.

    In response to the Staff’s comment, the Company has revised the
    disclosure on page 11 of the Amendment No. 7 to the Registration Statement.

Office of Trade & Services

Division of Corporation Finance

Securities and Exchange Commission

February 23, 2022

Page 4

Risk Factors

“The Holding Foreign Companies Accountable Act…”,
page 51

    8.

    We note your response to comment 6 and your amended disclosure on
    pages 51-52, including your reference to “the local accounting firm that our auditor cooperate with in mainland China.” Please
    amend your disclosure to clarify the effect, if any, of the HFCAA on your auditor’s ability to cooperate with the local accounting firm,
    and whether this cooperation with a local partner has any potential effect on the ability of your auditor to be inspected by the PCAOB.

    In response to the Staff’s comment, the Company has revised the
    disclosure on page 54 of the Amendment No. 7 to the Registration Statement.

Compensation of Directors and Executive Officers, page 144

    9.

    Please update your compensation disclosure to reflect compensation
    for your most recently completed fiscal year. See Item 6.B. of Form 20-F.

    In response to the Staff’s comment, the Company has revised the
    disclosure on page 147 of the Amendment No. 7 to the Registration Statement.

***

If you have any questions regarding the Revised
Draft Registration Statement, please contact me at david.zhang@kirkland.com, +852 3761 3318 (work) or +852 9124 8324 (cell), or Steve
Lin at steve.lin@kirkland.com, +86 10 5737 9315 (work) or +86 18610495593 (cell).

Thank you for your time and attention.

    Very truly yours,

    /s/ David Zhang

    David Zhang

Enclosure

    c.c.
    Peixuan Wang, Chairman of the Board

Yong Hu, Director and Chief Executive Officer

Xiaolei Ni, Chief Financial Officer

David Zhang, Esq., Partner, Kirkland & Ellis International
LLP

Steve Lin, Esq., Partner, Kirkland & Ellis International
LLP

Erin Liu, Partner, Friedman LLP

Meng Ding, Esq., Partner, Sidley Austin LLP

United States securities and exchange commission logo
February 8, 2022
Yong Hu
Chief Executive Officer
Jianzhi Education Technology Group Co Ltd
27/F, Tower A, Yingdu Building, Zhichun Road
Haidian District, Beijing 100086
People’s Republic of China
Re:Jianzhi Education Technology Group Co Ltd
Amendment No. 6 to Registration Statement on Form F-1
Filed January 18, 2022
File No. 333-257865
Dear Mr. Hu:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our December 22, 2021 letter.
Amendment No. 6 to Registration Statement on Form F-1
Cover Page
1.We note your disclosure that "Jianzhi Education Technology Group Company Limited . .
. is a Cayman Islands holding company primarily operating in China through its
subsidiaries and contractual arrangements with variable interest entities."  In addition to
your current disclosure, please amend your disclosure to clearly state that you are not a
Chinese operating company.  Please also disclose, if true, that these VIE contracts have
not been tested in court.  As a related matter, we note your disclosure that "[i]f the PRC
government finds these contractual arrangements non-compliant with the restrictions on
direct foreign investment in the relevant industries, or if the relevant PRC laws,

 FirstName LastNameYong Hu
 Comapany NameJianzhi Education Technology Group Co Ltd
 February 8, 2022 Page 2
 FirstName LastNameYong Hu
Jianzhi Education Technology Group Co Ltd
February 8, 2022
Page 2
regulations, and rules or the interpretation thereof change in the future, we could be
subject to severe penalties or be forced to relinquish our interests in the VIEs or forfeit our
rights under the contractual arrangements," and "Jianzhi Education and investors in the
ADSs face uncertainty about potential future actions by the PRC government, which could
affect the enforceability of our contractual arrangements with Beijing Sentu and,
consequently, significantly affect the financial condition and results of operations of
Jianzhi Education."  Please amend your disclosure to acknowledge that Chinese regulatory
authorities could disallow this VIE structure, which would likely result in a material
change in your operations and/or a material change in the value of the securities you are
registering for sale. For guidance, see the Sample Comments to China-Based Companies
(Modified December 20, 2021), available on our public website.
2.Please amend your prospectus cover page to address how recent statements and regulatory
actions by China's government, such as those related to the use of variable interest entities
and data security or anti-monopoly concerns, have or may impact the company’s ability to
conduct its business, accept foreign investments, or list on a U.S. or other foreign
exchange.  For guidance, see Sample Letter to China-Based Companies (Modified
December 20, 2021), available on our public website.
3.Please amend your prospectus cover page disclose that the VIE is consolidated for
accounting purposes but is not an entity in which you own equity, and that the holding
company does not conduct operations. Disclose clearly the entity (including the domicile)
in which investors are purchasing an interest.
Prospectus Summary, page 1
4.We note your response to comment 3 and your amended disclosure throughout the filing;
however, your disclosure is not completely responsive to our comment.  Please remove
your references to "effective control" from the notes to your financial statements on pages
F-14 and F-51.
The VIEs and China Operations, page 3
5.We note your disclosure that your contractual agreements include: "(i) an exclusive
business cooperation agreement, which enables us to receive substantially all of the
economic benefits of Beijing Sentu, (ii) powers of attorney and an equity pledge
agreement, which provide us with effective control over Beijing Sentu, and (iii) an
exclusive option agreement, which provides us with the option to purchase all of the
equity interests in Beijing Sentu."  Please amend your disclosure here to describe the
material terms of these agreements, and identify clearly the entity in which investors are
purchasing their interest and the entity(ies) in which the company's operations are
conducted.
6.We note your disclosure that "[i]t is unclear whether we and the VIEs will be subject to
the oversight of the CAC and how such oversight may impact us," and "we believe the
approval of the CSRC or other equivalent PRC government authorities is not required in

 FirstName LastNameYong Hu
 Comapany NameJianzhi Education Technology Group Co Ltd
 February 8, 2022 Page 3
 FirstName LastName
Yong Hu
Jianzhi Education Technology Group Co Ltd
February 8, 2022
Page 3
connection with this offering under current PRC laws, regulations and rules." Please
amend your disclosure in this section to discuss the relevant CAC and CSRC regulations
that may apply to you and this offering.  In your discussion, please address the
applicability of new CAC regulations that will go into effect on February 15, that will
require internet platform operators holding data of more than 1 million users to undergo a
network security review, and the two new draft regulations proposed by the CSRC.
Please also disclose the basis for your statement that you do not believe the approval of
the CSRC is required for your offering.  Finally, describe the consequences to you and
your investors if you, your subsidiaries, or the VIEs: (i) do not receive or maintain
required 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.  In this regard,
we note your references to risk factors describing these consequences, but you should
provide a description of the relevant consequences in your prospectus summary.
Summary Risk Factors, page 7
7.Please amend your summary risk factors to briefly address the risks and uncertainties
related to the fact that rules and regulations in China can change quickly with little
advance notice.
Risk Factors
"The Holding Foreign Companies Accountable Act . . .", page 51
8.We note your response to comment 6 and your amended disclosure on pages 51-52,
including your reference to "the local accounting firm that our auditor cooperate with in
mainland China."  Please amend your disclosure to clarify the effect, if any, of the
HFCAA on your auditor's ability to cooperate with the local accounting firm, and whether
this cooperation with a local partner has any potential effect on the ability of your auditor
to be inspected by the PCAOB.
Compensation of Directors and Executive Officers, page 144
9.Please update your compensation disclosure to reflect compensation for your most
recently completed fiscal year.  See Item 6.B. of Form 20-F.

 FirstName LastNameYong Hu
 Comapany NameJianzhi Education Technology Group Co Ltd
 February 8, 2022 Page 4
 FirstName LastName
Yong Hu
Jianzhi Education Technology Group Co Ltd
February 8, 2022
Page 4
            You may contact Doug Jones at 202-551-3309 or Tatanisha Meadows at 202-551-3322 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Ryan Lichtenfels at 202-551-6001 or Katherine Bagley at 202-551-2545 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Steve Lin

CORRESP
1
filename1.htm

26th
Floor, Gloucester Tower

The
Landmark

15
Queen’s Road Central

Hong
Kong

    Telephone: +852
    3761 3300
    David Zhang

    Facsimile: +852 3761 3301
    To Call Writer Directly

    +852 3761 3318

    www.kirkland.com
    david.zhang@kirkland.com

January
18, 2022

Ta Tanisha
Meadows

Doug Jones

Katherine
Bagley

Ryan Lichtenfels

Office of
Trade & Services

Division
of Corporation Finance

Securities
and Exchange Commission

100 F Street,
N.E.

Washington,
D.C. 20549

    Re:
    Jianzhi
    Education Technology Group Co Ltd

Response
to the Staff’s Comments on

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

Filed
December 10, 2021

CIK
No. 0001852440

Dear Ms.
Meadows, Mr. Jones, Ms. Bagley, Mr. Lichtenfels:

On
behalf of our client, Jianzhi Education Technology Group Co Ltd, a foreign private issuer incorporated under the laws of the Cayman Islands
(the “Company”), we are submitting to the staff (the “Staff”) of the Securities and
Exchange Commission (the “Commission”) this letter setting forth the Company’s responses to the comments
contained in the Staff’s letter dated December 22, 2021 on the Company’s amendment to registration statement on Form F-1
publicly filed on December 10, 2021 relating to a proposed initial public offering in the American Depositary Shares, representing the
Company’s ordinary shares (the “Amendment No. 5 to the Registration Statement”). Concurrently with the
submission of this letter, the Company is submitting its further amendment to registration statement on Form F-1 (the “Amendment
No. 6 to the Registration Statement”) and certain exhibits thereto via EDGAR to the Commission for review in accordance
with the procedures of the Commission. Simultaneously with the submission via EDGAR, the Company is delivering to the Staff via hand
delivery five courtesy copies of this letter and the Amendment No. 6 to the Registration Statement, marked to show changes to the Registration
Statement, and two courtesy copies of the submitted exhibits.

The
Company has responded to all of the Staff’s comments by revising the Registration Statement to address the comments, by providing
an explanation if the Company has not so revised the Registration Statement, or by providing supplemental information as requested. The
Staff’s comments are repeated below in bold and followed by the Company’s response. We have included page references to the
Amendment No. 6 to the Registration Statement where the language addressing a particular comment appears. Terms used but not otherwise
defined herein have the meanings set forth in the Amendment No. 6 to the Registration Statement.

PARTNERS:   Pierre-Luc
Arsenault3 | Manas Chandrashekar5 | Lai Yi Chau | Maurice Conway5 | Justin M. Dolling5 |
David Patrick Eich1,4,5 | Chui Hao Farn3 | Yuan Yue Jennifer Feng5 | Liu Gan2 | Paul Guan3
| David G. Harrington7 | Karen K.Y. Ho | Ka Chun Hui | Damian C. Jacobs5 | Guang Li3 | Mengyu
Lu3 | Neil E.M. McDonald | Kelly Naphtali | Ram Narayan3 | Amy Y.M. Ngan7 | Nicholas A. Norris5
| Paul S. Quinn | Louis A. Rabinowitz3 | Fergus A. Saurin5 | Richard C.C. Sharpe | Jesse D. Sheley#
| Wenchen Tang3 | Li Chien Wong | Liyong Xing3 | Jacqueline B.N. Zheng3,5 | Yu Zheng3

REGISTERED
FOREIGN LAWYERS:   Gautam Agarwal5 | Joseph R. Casey9 | Yuxin Chen3 | Daniel Dusek3
| James A. Hill5 | Ju Huang3 | Ding Jin3 | Cori A. Lable2 | Nicholas Tianchia Liew5
| Wei Yang Lim5 | Bo Peng8 | David Zhang3

ADMITTED
IN:   1 State of Illinois (U.S.A.); 2 Commonwealth of Massachusetts (U.S.A.); 3 State
of New York (U.S.A.); 4 State of Wisconsin (U.S.A.); 5 England and Wales; 6 Victoria (Australia); 7
New South Wales (Australia); 8 State of Georgia (U.S.A.); 9 State of California (U.S.A.); # non-resident

Austin Bay
Area Beijing Boston Brussels Chicago Dallas Houston London Los Angeles Munich New York Paris Salt
Lake City Shanghai Washington, D.C.

Office of
Trade & Services

Division
of Corporation Finance

Securities
and Exchange Commission

January 18,
2022

Page 2

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

Cover
Page

 1. We
                                            note your response to comment 1, and your amended disclosure on the prospectus cover page,
                                            including the following:

 · “As
                                            of the date of this prospectus, the Group has not distributed any earnings or settled any
                                            amounts owed under the VIE agreements.”

 · “For
                                            the year ended December 31, 2019, the WFOE transferred cash to the VIEs in the amount of
                                            RMB24.4 million US$3.8 million). For the year ended December 31, 2020, the VIEs transferred
                                            cash to our WFOE in the amount of RMB38.1 million (US$5.9 million). Furthermore, the VIEs
                                            had transferred the copyright ownership of educational video contents to our WFOE in the
                                            amount of RMB22.2 million (US$3.4 million) in 2020. For the six months ended June 30, 2021,
                                            the VIEs transferred cash to our WFOE in the amount of RMB70.5 million (US$10.9 million).”

 · “As
                                            of the date of this prospectus, the Company’s subsidiaries and the VIEs have not made
                                            any dividends or distributions to the Company and the Company has not made any dividends
                                            or distributions to its shareholders either.”

Please
clarify your reference to "the Group," including whether it refers to the holding company, the holding company and its subsidiaries,
or the holding company, its subsidiaries, and the VIE. Further, please reconcile or clarify your statements that "the Group has
not distributed any earnings or settled any amounts owed under the VIE agreements" and "that the Company's subsidiaries and
the VIEs have not made any dividends or Distributions to the Company," with your description of the cash distributions described
above. Finally, throughout your discussion of cash transfers throughout your organization, provide cross-references to the condensed
consolidating schedule and the consolidated financial statements, as appropriate.

In
response to the Staff’s comment, the Company has revised the disclosure on the cover page and pages 11 and 78 of the Amendment
No. 6 to the Registration Statement.

    2.
    Please
    disclose on your cover page whether your auditor is subject to the determinations announced by the PCAOB on December 16, 2021 and
    whether and how the Holding Foreign Companies Accountable Act and related regulations will affect your company. Your prospectus summary
    should address, but not necessarily be limited to, the risks highlighted on the prospectus cover page.

    In response
    to the Staff’s comment, the Company has revised the disclosure on the cover page and page 9 of the Amendment No. 6 to the Registration
    Statement.

Prospectus
Summary, page 1

    3.
    We
    note your response to comment 2, and your amended disclosure on page 4; however, your amended disclosure is not completely responsive
    to our comment. Throughout your filing, including in your prospectus summary, you still refer to your "effective control"
    and "control over Beijing Sentu." Please amend your disclosure throughout the filing to ensure that you refrain from implying
    that the contractual agreements are equivalent to equity ownership in the business of the VIE. All references to control or benefits
    that accrue to you because of the VIE should be limited to a clear description of the conditions you have satisfied for consolidation
    of the VIE under U.S. GAAP.

    In
    response to the Staff’s comment, the Company has revised the disclosure on pages 4, 10, 39, 40, 41, 43, 44. 72, 74, 103 and
    104 of the Amendment No. 6 to the Registration Statement.

Office of
Trade & Services

Division
of Corporation Finance

Securities
and Exchange Commission

January 18,
2022

Page 3

    4.
    Disclose
    that trading in your securities may be prohibited under the Holding Foreign Companies Accountable Act if the PCAOB determines that
    it cannot inspect or investigate completely your auditor, and that as a result an exchange may determine to delist your securities.
    Disclose whether your auditor is subject to the determinations announced by the PCAOB on December 16, 2021.

    In response
    to the Staff’s comment, the Company has revised the disclosure on pages 9, 51 and 52 of the Amendment No. 6 to the Registration
    Statement.

 VIE
Consolidating Schedule, page 19

    5.
    We note your response to
    comment 5 and your amended disclosure on page 19; however, your revisions were not completely responsive to our comment. Please revise
    the introductory paragraph to the consolidating schedules to explain each of the revised column headings and how they correspond
    to the organizational diagram. Further, we note that the activity of the VIE is reflected in the line items titled "Investment
    in subsidiaries, VIE and VIE's subsidiaries." Please provide a roll-forward of the investment in subsidiaries and VIEs line
    item.

In
response to the Staff’s comment, the Company has revised the disclosure on pages 18, 19 and 21 of the Amendment No. 6 to the Registration
Statement.

Risk
Factors

“Our
ADSs may be delisted under …”, page 51

    6.
    We note your disclosure
    that "On June 22, 2021, the U.S. Senate passed a bill which, if passed by the U.S. House of Representatives and signed into
    law, would reduce the number of consecutive non-inspection years required for triggering the prohibitions under the HFCA Act from
    three years to two." Please revise your risk factor to disclose that the United States Senate has passed the Accelerating Holding
    Foreign Companies Accountable Act, and therefore, the time before your securities may be prohibited from trading or delisted has
    been decreased. Update your disclosure to reflect that the Commission adopted rules to implement the HFCAA and that, pursuant to
    the HFCAA, the PCAOB has issued its report notifying the Commission of its determination that it is unable to inspect or investigate
    completely accounting firms headquartered in mainland China or Hong Kong.

In
response to the Staff’s comment, the Company has revised the disclosure on pages 51 and 52 of the Amendment No. 6 to the Registration
Statement.

Index
to Financial Statements, page F-1

    7.
    Please
    amend your index to financial statements to properly reference your interim financial statements for the period ended June 30, 2021.

    In response
    to the Staff’s comment, the Company has revised the disclosure on financial statement, page F-1 of the Amendment No. 6 to the
    Registration Statement.

***

Office of
Trade & Services

Division
of Corporation Finance

Securities
and Exchange Commission

January 18,
2022

Page 4

If
you have any questions regarding the Revised Draft Registration Statement, please contact me at david.zhang@kirkland.com, +852 3761 3318
(work) or +852 9124 8324 (cell), or Steve Lin at steve.lin@kirkland.com, +86 10 5737 9315 (work) or +86 18610495593 (cell).

Thank
you for your time and attention.

    Very truly yours,

    /s/ David Zhang

    David Zhang

Enclosure

    c.c.
    Peixuan Wang, Chairman of the
    Board

Yong
Hu, Director and Chief Executive Officer

Xiaolei
Ni, Chief Financial Officer

David
Zhang, Esq., Partner, Kirkland & Ellis International LLP

Steve
Lin, Esq., Partner, Kirkland & Ellis International LLP

Erin
Liu, Partner, Friedman LLP

Meng
Ding, Esq., Partner, Sidley Austin LLP

United States securities and exchange commission logo
December 22, 2021
Yong Hu
Chief Executive Officer
Jianzhi Education Technology Group Co Ltd
27/F, Tower A, Yingdu Building, Zhichun Road
Haidian District, Beijing 100086
People’s Republic of China
Re:Jianzhi Education Technology Group Co Ltd
Amendment No. 5 to Registration Statement on Form F-1
Filed December 10, 2021
File No. 333-257865
Dear Mr. Hu:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Amendment No. 5 to Registration Statement on Form F-1, filed December 10, 2021
Cover Page
1.We note your response to comment 1, and your amended disclosure on the prospectus
cover page, including the following:

•"As of the date of this prospectus, the Group has not distributed any earnings or
settled any amounts owed under the VIE agreements."

•"For the year ended December 31, 2019, the WFOE transferred cash to the VIEs in
the amount of RMB24.4 million US$3.8 million). For the year ended December 31,
2020, the VIEs transferred cash to our WFOE in the amount of RMB38.1 million

 FirstName LastNameYong Hu
 Comapany NameJianzhi Education Technology Group Co Ltd
 December 22, 2021 Page 2
 FirstName LastName
Yong Hu
Jianzhi Education Technology Group Co Ltd
December 22, 2021
Page 2
(US$5.9 million). Furthermore, the VIEs had transferred the copyright ownership of
educational video contents to our WFOE in the amount of RMB22.2 million
(US$3.4 million) in 2020. For the six months ended June 30, 2021, the VIEs
transferred cash to our WFOE in the amount of RMB70.5 million
(US$10.9 million)."

•"As of the date of this prospectus, the Company's subsidiaries and the VIEs have not
made any dividends or distributions to the Company and the Company has not made
any dividends or distributions to its shareholders either."

Please clarify your reference to "the Group," including whether it refers to the holding
company, the holding company and its subsidiaries, or the holding company, its
subsidiaries, and the VIE.  Further, please reconcile or clarify your statements that "the
Group has not distributed any earnings or settled any amounts owed under the VIE
agreements" and "that the Company's subsidiaries and the VIEs have not made any
dividends or Distributions to the Company," with your description of the cash
distributions described above.  Finally, throughout your discussion of cash transfers
throughout your organization, provide cross-references to the condensed consolidating
schedule and the consolidated financial statements, as appropriate.
2.Please disclose on your cover page whether your auditor is subject to the determinations
announced by the PCAOB on December 16, 2021 and whether and how the Holding
Foreign Companies Accountable Act and related regulations will affect your company.
Your prospectus summary should address, but not necessarily be limited to, the risks
highlighted on the prospectus cover page.
Prospectus Summary, page 1
3.We note your response to comment 2, and your amended disclosure on page 4; however,
your amended disclosure is not completely responsive to our comment.  Throughout your
filing, including in your prospectus summary, you still refer to your "effective control"
and "control over Beijing Sentu." Please amend your disclosure throughout the filing to
ensure that you refrain from implying that the contractual agreements are equivalent to
equity ownership in the business of the VIE.  All references to control or benefits that
accrue to you because of the VIE should be limited to a clear description of the conditions
you have satisfied for consolidation of the VIE under U.S. GAAP.
4.Disclose that trading in your securities may be prohibited under the Holding Foreign
Companies Accountable Act if the PCAOB determines that it cannot inspect or investigate
completely your auditor, and that as a result an exchange may determine to delist your
securities. Disclose whether your auditor is subject to the determinations announced by
the PCAOB on December 16, 2021.

 FirstName LastNameYong Hu
 Comapany NameJianzhi Education Technology Group Co Ltd
 December 22, 2021 Page 3
 FirstName LastName
Yong Hu
Jianzhi Education Technology Group Co Ltd
December 22, 2021
Page 3
VIE Consolidation Schedule, page 19
5.We note your response to comment 5 and your amended disclosure on page 19; however,
your revisions were not completely responsive to our comment.  Please revise the
introductory paragraph to the consolidating schedules to explain each of the revised
column headings and how they correspond to the organizational diagram.  Further, we
note that the activity of the VIE is reflected in the line items titled "Investment in
subsidiaries, VIE and VIE's subsidiaries."  Please provide a roll-forward of the investment
in subsidiaries and VIEs line item.
Risk Factors
"Our ADSs may be delisted under . . .", page 51
6.We note your disclosure that "On June 22, 2021, the U.S. Senate passed a bill which, if
passed by the U.S. House of Representatives and signed into law, would reduce the
number of consecutive non-inspection years required for triggering the prohibitions under
the HFCA Act from three years to two."  Please revise your risk factor to disclose that the
United States Senate has passed the Accelerating Holding Foreign Companies
Accountable Act, and therefore, the time before your securities may be prohibited from
trading or delisted has been decreased. Update your disclosure to reflect that the
Commission adopted rules to implement the HFCAA and that, pursuant to the HFCAA,
the PCAOB has issued its report notifying the Commission of its determination that it is
unable to inspect or investigate completely accounting firms headquartered in mainland
China or Hong Kong.
Index to Financial Statements, page F-1
7.Please amend your index to financial statements to properly reference your interim
financial statements for the period ended June 30, 2021.

 FirstName LastNameYong Hu
 Comapany NameJianzhi Education Technology Group Co Ltd
 December 22, 2021 Page 4
 FirstName LastName
Yong Hu
Jianzhi Education Technology Group Co Ltd
December 22, 2021
Page 4
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Tatanisha Meadows at 202-551-3322 or Doug Jones at 202-551-3309 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Katherine Bagley at 202-551-2545 or Ryan Lichtenfels at 202-551-6001 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Steve Lin

CORRESP
1
filename1.htm

  26th Floor, Gloucester Tower

The Landmark

15 Queen’s Road Central

Hong Kong

  Telephone: +852 3761 3300

Facsimile: +852 3761 3301

  David Zhang

To Call Writer Directly

  +852 3761 3318

  www.kirkland.com

  david.zhang@kirkland.com

December 10, 2021

Ta Tanisha Meadows

Doug Jones

Katherine Bagley

Ryan Lichtenfels

Office of Trade & Services

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Jianzhi
    Education Technology Group Co Ltd

Response to the Staff’s Comments on

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

Filed October 29, 2021

CIK No. 0001852440

Dear Ms. Meadows, Mr. Jones, Mr. Guidry, Ms. Kaufman:

On behalf of our client, Jianzhi Education Technology
Group Co Ltd, a foreign private issuer incorporated under the laws of the Cayman Islands (the “Company”), we
are submitting to the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
this letter setting forth the Company’s responses to the comments contained in the Staff’s letter dated December 1, 2021
on the Company’s amendment to registration statement on Form F-1 publicly filed on October 29, 2021 relating to a proposed initial
public offering in the American Depositary Shares, representing the Company’s ordinary shares (the “Amendment No. 4
to the Registration Statement”). Concurrently with the submission of this letter, the Company is submitting its further
amendment to registration statement on Form F-1 (the “Amendment No. 5 to the Registration Statement”) and certain
exhibits thereto via EDGAR to the Commission for review in accordance with the procedures of the Commission. Simultaneously with the
submission via EDGAR, the Company is delivering to the Staff via hand delivery five courtesy copies of this letter and the Amendment
No. 5 to the Registration Statement, marked to show changes to the Registration Statement, and two courtesy copies of the submitted exhibits.

The Company has responded to all of the
Staff’s comments by revising the Registration Statement to address the comments, by providing an explanation if the Company
has not so revised the Registration Statement, or by providing supplemental information as requested. The Staff’s comments are
repeated below in bold and followed by the Company’s response. We have included page references to the Amendment No. 5 to the
Registration Statement where the language addressing a particular comment appears. Terms used but not otherwise defined herein have
the meanings set forth in the Amendment No. 5 to the Registration Statement.

PARTNERS: 
Pierre-Luc Arsenault3 | Manas Chandrashekar5 |
Lai Yi Chau | Maurice Conway5 | Justin M. Dolling5 | David Patrick Eich1,4,5 |
Chui Hao Farn3 | Yuan Yue Jennifer Feng5 | Liu Gan2 | Paul Guan3 |
David G. Harrington7 | Karen K.Y. Ho | Ka Chun Hui | Damian C. Jacobs5 |
Guang Li3 | Mengyu Lu3 | Neil E.M. McDonald | Kelly Naphtali | Ram Narayan3 |
Amy Y.M. Ngan7 | Nicholas A. Norris5 | Paul S. Quinn | Louis A. Rabinowitz3 |
Fergus A. Saurin5 | Richard C.C. Sharpe | Jesse D. Sheley# | Wenchen Tang3 |
Li Chien Wong | Liyong Xing3 | Jacqueline B.N. Zheng3,5 | Yu Zheng3

REGISTERED
FOREIGN LAWYERS:  Gautam Agarwal5 | Joseph R. Casey9 | Michelle Cheh6 |
Yuxin Chen3 | Daniel Dusek3 | James A. Hill5 | Ju Huang3 |
Ding Jin3 | Cori A. Lable2 | Nicholas Tianchia Liew5 | Wei Yang Lim5 |
Bo Peng8 | David Zhang3

ADMITTED IN:  1 State of Illinois (U.S.A.);
2 Commonwealth of Massachusetts (U.S.A.); 3 State of New York (U.S.A.);
4 State of Wisconsin (U.S.A.); 5 England and Wales; 6 Victoria (Australia);
7 New South Wales (Australia); 8 State of Georgia (U.S.A.); 9 State of California (U.S.A.);
# non-resident

Austin Bay Area Beijing Boston Brussels Chicago Dallas Houston London Los Angeles Munich New York Paris Salt Lake City Shanghai Washington, D.C.

  Office of Trade & Services

Division of Corporation Finance

Securities and Exchange Commission

December 10, 2021

Page 2

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

Prospectus Cover Page, page i

    1.
    Provide a description on
    your prospectus cover page of how cash is transferred through your organization and disclosure regarding your intentions to distribute
    earnings or settle amounts owed under the VIE agreements. State whether any transfers, dividends, or distributions have been made
    to date.

In response to the Staff’s comment, the Company has
added relevant disclosures on the cover page of the Amendment No. 5 to the Registration Statement.

Prospectus Summary, page 4

    2.
    We note your disclosure
    on 4 and throughout your filing that you control and receive economic benefits of Beijing Sentu’s business operations through VIE
    agreements and that those agreements are designed to provide you with effective control over the VIE. We also note the disclosure
    that you are the primary beneficiary of the VIE. However, you or your investors do not have an equity ownership in, direct foreign
    investment in, or control through such ownership/investment of the VIE. As such, when describing the design of the VIE agreements
    and related outcome, please refrain from implying that the VIE agreement is equivalent to an equity ownership in the business of
    the VIE. Any references to control or benefits that accrue to you because of the VIE should be limited to and clearly describe the
    conditions you met for consolidation of the VIE under U.S. GAAP and your disclosure should clarify that, for accounting purposes,
    you will be the primary beneficiary. In addition, your disclosure should note, if true, that the agreements have not been tested
    in a court of law.

In response to the Staff’s comment, the Company has revised the
disclosure on pages 4, 10, 40, 41, 44, 72, 95, 103 and 104 of the Amendment No. 5 to the Registration Statement.

    3.
    We note your disclosure
    that “We and our VIEs have been closely monitoring regulatory developments in China regarding any necessary approvals from the
    CSRC, the CAC, or other PRC regulatory authorities required for overseas listings, including this offering,” and “Although
    we believe the approval of the CSRC or other equivalent PRC government authorities will not be required in connection with this offering
    under current PRC laws, regulations and rules, we cannot assure you that the regulators in China will not adopt new laws, regulations
    and rules or detailed implementations and interpretations or will not subsequently require us to undergo the approval procedures
    and subject us to sanctions.” Please amend your disclosure to disclose, if true, that you may inadvertently conclude that such
    approvals are not required, and any consequences to you and your investors if you were to do so.

In response to the Staff’s comment, the Company has
revised the disclosure on pages 5, 6, 9 and 53 of the Amendment No. 5 to the Registration Statement.

Our Challenges, page 7

  Office of Trade & Services

Division of Corporation Finance

Securities and Exchange Commission

December 10, 2021

Page 3

    4.
    In this section, please
    provide a specific cross-reference for each risk listed; cross-referencing the risk factors generally is not sufficient. Please also
    amend your disclosure to clearly identify these challenges as “summary risk factors,” if applicable. See Item 105(b) of
    Regulation S-K.

In response to the Staff’s comment, the Company has
revised the disclosure on pages 7, 8 and 9 of the Amendment No. 5 to the Registration Statement.

Condensed Consolidated Financial Schedule, page 15

    5.
    Your consolidating schedules
    include columns for “The Company and its subsidiaries other than the VIEs,” and “the VIEs.” It is not clear how
    these column headings correspond to the organizational diagram on page 4. Please revise to include separate columns for parent, subsidiaries,
    and VIEs and their subsidiaries to distinguish between entities outside and inside of China. Please also revise the introductory
    paragraph to the consolidating schedules to explain each of the revised column headings and how they correspond to the organizational
    diagram.

In response to the Staff’s comment, the Company has revised the
disclosure on pages 19, 20 and 21 of the Amendment No. 5 to the Registration Statement.

Notes to Unaudited Condensed Consolidated Financial Statements

For the Six Months Ended June 30, 2020 and 2021

Note 16 - Subsequent Events, page F-71

    6.
    Please explain to us your
    consideration of ASC 835-30 in accounting for the interest free loan from the shareholder of the company amounting to RMB 46,973,674.

The Company respectfully advises the Staff that on June
30, 2021, the Company and RongDe Holdings Limited, a related party controlled by principal shareholders, entered into an interest free
loan in the amount of RMB46,973,674(US$7,255,945) for the period from July 26, 2021 to January 26, 2022. The Company considers ASC 835-30
is applicable to this loan as it is a payable that represents contractual obligation to pay money on a fixed date. According to ASC835-30-25-4,
when a note is received or issued solely for cash and no other right or privilege is exchanged, it is presumed to have a present value
at issuance measured by the cash proceeds exchanged. If cash and some other rights or privileges are exchanged for a note, the value of
the rights or privileges shall be given accounting recognition. The Company had no other contract or transaction with RongDe Holdings
Limited. In accordance with ASC835-30-25-12, the imputed interest rate used for valuation purposes shall be the rate at which the debtor
can obtain financing of a similar nature from other sources at the date of the transaction. The Company calculated the present value of
the loan to be RMB45,883,931(US$7,087,614) by using its incremental rate of 4.75%. The difference between the present value and the cash
received was RMB1,089,743 (US$158,331), which was considered as a contribution from the principal shareholder and recorded as additional
paid-in capital since the transaction was occurred between entities under common control.

***

  Office of Trade & Services

Division of Corporation Finance

Securities and Exchange Commission

December 10, 2021

Page 4

If you have any questions regarding the Revised
Draft Registration Statement, please contact me at david.zhang@kirkland.com, +852 3761 3318 (work) or +852 9124 8324 (cell), or Steve
Lin at steve.lin@kirkland.com, +86 10 5737 9315 (work) or +86 18610495593 (cell).

Thank you for your time and attention.

    Very truly yours,

    /s/ David Zhang

    David Zhang

Enclosure

    c.c.
    Peixuan Wang, Chairman of the
    Board

Yong Hu, Director and Chief Executive Officer

Xiaolei Ni, Chief Financial Officer

David Zhang, Esq., Partner, Kirkland & Ellis International
LLP

Steve Lin, Esq., Partner, Kirkland & Ellis International
LLP

Erin Liu, Partner, Friedman LLP

Meng Ding, Esq., Partner, Sidley Austin LLP

United States securities and exchange commission logo
December 1, 2021
Yong Hu
Chief Executive Officer
Jianzhi Education Technology Group Co Ltd
27/F, Tower A, Yingdu Building, Zhichun Road
Haidian District, Beijing 100086
People’s Republic of China
Re:Jianzhi Education Technology Group Co Ltd
Amendment No. 4 to Registration Statement on Form F-1
Filed October 29, 2021
File No. 333-257865
Dear Mr. Hu:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Amendment No. 4 to Registration Statement on Form F-1
Prospectus Cover Page, page i
1.Provide a description on your prospectus cover page of how cash is transferred through
your organization and disclosure regarding your intentions to distribute earnings or settle
amounts owed under the VIE agreements.  State whether any transfers, dividends, or
distributions have been made to date.
Prospectus Summary, page 4
2.We note your disclosure on 4 and throughout your filing that you control and receive
economic benefits of Beijing Sentu's business operations through VIE agreements and that
those agreements are designed to provide you with effective control over the VIE.  We

 FirstName LastNameYong Hu
 Comapany NameJianzhi Education Technology Group Co Ltd
 December 1, 2021 Page 2
 FirstName LastNameYong Hu
Jianzhi Education Technology Group Co Ltd
December 1, 2021
Page 2
also note the disclosure that you are the primary beneficiary of the VIE.  However, you or
your investors do not have an equity ownership in, direct foreign investment in, or control
through such ownership/investment of the VIE.  As such, when describing the design of
the VIE agreements and related outcome, please refrain from implying that the VIE
agreement is equivalent to an equity ownership in the business of the VIE.  Any
references to control or benefits that accrue to you because of the VIE should be limited to
and clearly describe the conditions you met for consolidation of the VIE under U.S.
GAAP and your disclosure should clarify that, for accounting purposes, you will be the
primary beneficiary.  In addition, your disclosure should note, if true, that the agreements
have not been tested in a court of law.
3.We note your disclosure that "We and our VIEs have been closely monitoring regulatory
developments in China regarding any necessary approvals from the CSRC, the CAC, or
other PRC regulatory authorities required for overseas listings, including this offering,"
and "Although we believe the approval of the CSRC or other equivalent PRC government
authorities will not be required in connection with this offering under current PRC laws,
regulations and rules, we cannot assure you that the regulators in China will not adopt new
laws, regulations and rules or detailed implementations and interpretations or will not
subsequently require us to undergo the approval procedures and subject us to sanctions."
Please amend your disclosure to disclose, if true, that you may inadvertently conclude that
such approvals are not required, and any consequences to you and your investors if you
were to do so.
Our Challenges, page 7
4.In this section, please provide a specific cross-reference for each risk listed; cross-
referencing the risk factors generally is not sufficient.  Please also amend your disclosure
to clearly identify these challenges as "summary risk factors," if applicable.  See Item
105(b) of Regulation S-K.
Condensed Consolidated Financial Schedule, page 15
5.Your consolidating schedules include columns for "The Company and its subsidiaries
other than the VIEs," and "the VIEs."  It is not clear how these column headings
correspond to the organizational diagram on page 4. Please revise to include separate
columns for parent, subsidiaries, and VIEs and their subsidiaries to distinguish between
entities outside and inside of China.  Please also revise the introductory paragraph to the
consolidating schedules to explain each of the revised column headings and how they
correspond to the organizational diagram.
Notes to Unaudited Condensed Consolidated Financial Statements
For the Six Months Ended June 30, 2020 and 2021
Note 16 - Subsequent Events, page F-71
6.Please explain to us your consideration of ASC 835-30 in accounting for the interest free

 FirstName LastNameYong Hu
 Comapany NameJianzhi Education Technology Group Co Ltd
 December 1, 2021 Page 3
 FirstName LastName
Yong Hu
Jianzhi Education Technology Group Co Ltd
December 1, 2021
Page 3
loan from the shareholder of the company amounting to RMB 46,973,674.
            You may contact Tatanisha Meadows at 202-551-3322 or Doug Jones at 202-551-3309 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Katherine Bagley at 202-551-2545 or Ryan Lichtenfels at 202-551-6001 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Steve Lin

CORRESP
1
filename1.htm

    26th Floor, Gloucester Tower

    The Landmark

    15 Queen’s Road Central

    Hong Kong

    Telephone: +852 3761 3300

    Facsimile: +852 3761 3301

    www.kirkland.com

    David Zhang

    To Call Writer Directly

    +852 3761 3318

    david.zhang@kirkland.com

October 29, 2021

Ta Tanisha Meadows

Doug Jones

Charlie Guidry

Jacqueline Kaufman

Office of Trade & Services

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Jianzhi Education Technology Group Co Ltd

Registration Statement on Form F-1 (File No.: 257865)

Dear Sir or Madam:

On
behalf of our client, Jianzhi Education Technology Group Co Ltd, a foreign private issuer incorporated under the laws of the
Cayman Islands (the “Company”), we are filing herewith amendment No. 4 (the “Amendment”)
to the Company’s registration statement on Form F-1 (the “Registration Statement”) and exhibits
via EDGAR to the Securities and Exchange Commission (the “Commission”). To facilitate your review, we have
separately delivered to you four courtesy copies of the Registration Statement, marked to show changes to the registration statement
filed with the Commission on September 17, 2021, and two copies of the submitted exhibits.

The Amendment is filed to
include the unaudited interim consolidated financial statements and selected financial information as of June 30, 2021 and for the
six months ended June 30, 2020 and 2021 in the Registration Statement.

PARTNERS:  Pierre-Luc Arsenault3 | Manas Chandrashekar5 | Lai Yi Chau | Maurice Conway5 | Justin M. Dolling5 | David Patrick Eich1,4,5 | Chui Hao Farn3 | Yuan Yue Jennifer Feng5 | Liu Gan2 | David G. Harrington7 | Karen K.Y. Ho | Ka Chun Hui | Damian C. Jacobs5 | Guang Li3 | Mengyu Lu3 | Neil E.M. McDonald | Kelly Naphtali | Ram Narayan3 | Amy Y.M. Ngan7 | Nicholas A. Norris5 | Paul S. Quinn | Louis A. Rabinowitz3 | Fergus A. Saurin5 | Richard C.C. Sharpe | Jesse D. Sheley# | Li Chien Wong | Jacqueline B.N. Zheng3,5

REGISTERED FOREIGN LAWYERS:  Gautam Agarwal5 | Joseph R. Casey9 | Michelle Cheh6 | Yuxin Chen3 | Daniel Dusek3 | Paul Guan3 | James A. Hill5 | Ju Huang3 | Ding Jin3 | Cori A. Lable2 | Nicholas Tianchia Liew5 | Wei Yang Lim5 | Bo Peng8 | Wenchen Tang3 | Liyong Xing3 | David Zhang3

ADMITTED IN:  1 State of Illinois (U.S.A.); 2 Commonwealth of Massachusetts (U.S.A.); 3 State of New York (U.S.A.); 4 State of Wisconsin (U.S.A.); 5 England and Wales; 6 Victoria (Australia); 7 New South Wales (Australia); 8 State of Georgia (U.S.A.); 9 State of California (U.S.A.); # non-resident

Austin Bay Area Beijing Boston Brussels Chicago Dallas Houston London Los Angeles Munich New York Paris Salt Lake City Shanghai Washington, D.C.

    Securities and Exchange Commission

    October
    29, 2021

    Page
    2

    Confidentiality

If
you have any questions regarding the Registration Statement, please contact me at david.zhang@kirkland.com, +852 3761 3318 (work) or +852
9124 8324 (cell), or Steve Lin at steve.lin@kirkland.com, + 86 10 5737 9315 (work) or +86 18610495593 (cell).

Thank you for your time and
attention.

    Very truly yours,

    /s/ David T. Zhang

    David Zhang

Enclosure

 c.c. Peixuan Wang, Chairman of the Board

Yong Hu, Director and Chief Executive Officer

Xiaolei Ni, Chief Financial Officer

David
Zhang, Esq., Partner, Kirkland & Ellis International LLP

Steve Lin, Esq., Partner, Kirkland & Ellis International
LLP

Erin
Liu, Partner, Friedman LLP

Meng Ding, Esq., Partner, Sidley Austin LLP

CORRESP
1
filename1.htm

    26th
    Floor, Gloucester Tower

    The
    Landmark

    15
    Queen’s Road Central

    Hong
    Kong

    Telephone:
    +852 3761 3300

    Facsimile:
    +852 3761 3301

    www.kirkland.com

    David
    Zhang

    To
    Call Writer Directly

    +852 3761 3318

    david.zhang@kirkland.com

September 17, 2021

Ta Tanisha Meadows

Doug Jones

Charlie Guidry

Jacqueline Kaufman

Office of Trade & Services

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re: Jianzhi
Education Technology Group Co Ltd

Response to the Staff’s Comments on

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

Filed September 2, 2021

CIK No. 0001852440

Dear Ms. Meadows, Mr. Jones, Mr. Guidry, Ms. Kaufman:

On behalf of our client, Jianzhi Education Technology
Group Co Ltd, a foreign private issuer incorporated under the laws of the Cayman Islands (the “Company”), we
are submitting to the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
this letter setting forth the Company’s responses to the comments contained in the Staff’s letter dated September 15, 2021
on the Company’s amendment to registration statement on Form F-1 publicly filed on September 2, 2021 relating to a proposed initial
public offering in the American Depositary Shares, representing the Company’s ordinary shares (the “Amendment No. 2
to the Registration Statement”). Concurrently with the submission of this letter, the Company is submitting its further
amendment to registration statement on Form F-1 (the “Amendment No. 3 to the Registration Statement”) and certain
exhibits thereto via EDGAR to the Commission for review in accordance with the procedures of the Commission. Simultaneously with the
submission via EDGAR, the Company is delivering to the Staff via hand delivery five courtesy copies of this letter and the Amendment No.
3 to the Registration Statement, marked to show changes to the Registration Statement, and two courtesy copies of the submitted exhibits.

The Company has responded to all of the Staff’s
comments by revising the Registration Statement to address the comments, by providing an explanation if the Company has not so revised
the Registration Statement, or by providing supplemental information as requested. The Staff’s comments are repeated below in bold
and followed by the Company’s response. We have included page references to the Amendment No. 3 to the Registration Statement where
the language addressing a particular comment appears. Terms used but not otherwise defined herein have the meanings set forth in the Amendment
No. 3 to the Registration Statement.

PARTNERS: 
Pierre-Luc Arsenault3 | Manas Chandrashekar5 | Lai Yi Chau | Maurice Conway5 |
Justin M. Dolling5 | David Patrick Eich1,4,5 | Chui Hao Farn3 |
Liu Gan2 | David G. Harrington7 | Karen K.Y. Ho | Ka Chun Hui |
Damian C. Jacobs5 | Guang Li3 | Mengyu Lu3 | Neil E.M. McDonald |
Kelly Naphtali | Ram Narayan3 | Amy Y.M. Ngan7 | Nicholas A. Norris5 |
Paul S. Quinn | Louis A. Rabinowitz3 | Fergus A. Saurin5 | Richard C.C. Sharpe |
Jesse D. Sheley# | Li Chien Wong | Jacqueline B.N. Zheng3,5

REGISTERED
FOREIGN LAWYERS:  Gautam Agarwal5 | Joseph R. Casey9 | Michelle Cheh6 |
Daniel Dusek3 | Paul Guan3 | James A. Hill5 | Ju Huang3 |
Cori A. Lable2 | Wei Yang Lim5 | Daniel A. Margulies5 |
Bo Peng8 | Wenchen Tang3 | Liyong Xing3 | David Zhang3

ADMITTED
IN:  1 State of Illinois (U.S.A.); 2 Commonwealth of Massachusetts (U.S.A.);
3 State of New York (U.S.A.); 4 State of Wisconsin (U.S.A.); 5 England and Wales;
6 Victoria (Australia); 7 New South Wales (Australia); 8 State of Georgia (U.S.A.);
9 State of California (U.S.A.); # non-resident

Austin Bay Area Beijing Boston Brussels Chicago Dallas Houston London Los Angeles Munich New York Paris Shanghai Washington, D.C.

Office of Trade & Services

Division of Corporation Finance

Securties and Exchange Commission

September 17, 2021

Page 2

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

Prospectus Cover Page, page i

 1. We
note your response to Comment 3 and your new disclosure on the prospectus cover page where you indicate that “in the context of
describing our operations and consolidated financial information,” the terms “we,” “us,” and “our”
refer to your VIEs. As we noted in Comment 3, you should refrain from using terms such as “we” or “our” when
describing activities or functions of a VIE. Please revise your disclosure describing your operations and consolidated financial information
accordingly.

In response to the Staff’s comment, the Company has
revised relevant disclosures throughout the Amendment No. 3 to the Registration Statement to separate VIEs from the Cayman Islands holding
company.

Prospectus Summary

Our VIEs and China Operations, page 4

 2. In
this section you state that “[t]he approval of the CSRC or other PRC government authorities may be required in connection with
this offering under PRC law, and, if so required, we cannot predict whether or for how long we will be able to obtain such approval and,
even if we obtain such approval, the approval could be rescinded.” Please clarify and affirmatively state whether your offering
currently requires approval. If it is unclear whether your offering requires approval at this time, please significantly enhance your
disclosure to explain why. Discuss any efforts you have undertaken to determine whether approval is required, and explain why you believe
it is appropriate to move forward with this offering without a definitive answer to the question of approvals.

In response to the Staff’s comment, the Company has
revised the disclosure on pages 5, 6, 8 and 51 of the Amendment No. 3 to the Registration Statement.

***

Office of Trade & Services

Division of Corporation Finance

Securties and Exchange Commission

September 17, 2021

Page
3

If you have any questions regarding the Revised Draft
Registration Statement, please contact me at david.zhang@kirkland.com, +852 3761 3318 (work) or +852 9124 8324 (cell), or Steve Lin at
steve.lin@kirkland.com, +86 10 5737 9315 (work) or +86 18610495593 (cell).

Thank you for your time and attention.

    Very
    truly yours,

    /s/
    David Zhang

    David
    Zhang

Enclosure

    c.c.
    Peixuan Wang, Chairman of the Board

Yong Hu, Director and Chief Executive Officer

Xiaolei Ni, Chief Financial Officer

David Zhang, Esq., Partner, Kirkland & Ellis International
LLP

Steve Lin, Esq., Partner, Kirkland & Ellis International
LLP

Erin Liu, Partner, Friedman LLP

Meng Ding, Esq., Partner, Sidley Austin LLP

United States securities and exchange commission logo
September 15, 2021
Yong Hu
Chief Executive Officer
Jianzhi Education Technology Group Co Ltd
27/F, Tower A, Yingdu Building, Zhichun Road
Haidian District, Beijing 100086
People’s Republic of China
Re:Jianzhi Education Technology Group Co Ltd
Amendment No. 2 to Registration Statement on Form F-1
Filed September 2, 2021
File No. 333-257865
Dear Mr. Hu:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  References to prior
comments are to comments in our August 16, 2021 letter.
Amendment No. 2 to Registration Statement on Form F-1
Prospectus Cover Page, page i
1.We note your response to Comment 3 and your new disclosure on the prospectus cover
page where you indicate that "in the context of describing our operations and consolidated
financial information," the terms "we," "us," and "our" refer to your VIEs.  As we noted in
Comment 3, you should refrain from using terms such as "we" or "our" when describing
activities or functions of a VIE.  Please revise your disclosure describing your operations
and consolidated financial information accordingly.

 FirstName LastNameYong Hu
 Comapany NameJianzhi Education Technology Group Co Ltd
 September 15, 2021 Page 2
 FirstName LastName
Yong Hu
Jianzhi Education Technology Group Co Ltd
September 15, 2021
Page 2
Prospectus Summary
Our VIEs and China Operations, page 4
2.In this section you state that "[t]he approval of the CSRC or other PRC government
authorities may be required in connection with this offering under PRC law, and, if so
required, we cannot predict whether or for how long we will be able to obtain such
approval and, even if we obtain such approval, the approval could be rescinded."  Please
clarify and affirmatively state whether your offering currently requires approval.  If it is
unclear whether your offering requires approval at this time, please significantly enhance
your disclosure to explain why.  Discuss any efforts you have undertaken to determine
whether approval is required, and explain why you believe it is appropriate to move
forward with this offering without a definitive answer to the question of approvals.
            You may contact Ta Tanisha Meadows at 202-551-3322 or Doug Jones at 202-551-3309
if you have questions regarding comments on the financial statements and related
matters.  Please contact Charlie Guidry at 202-551-3621 or Jacqueline Kaufman at 202-551-3797
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Steve Lin

CORRESP
1
filename1.htm

    26th Floor, Gloucester Tower

The Landmark

15 Queen’s Road Central

Hong Kong

Telephone: +852 3761 3300

Facsimile: +852 3761 3301

www.kirkland.com
    David Zhang

To Call Writer Directly

+852 3761 3318

david.zhang@kirkland.com

September 1, 2021

Ta Tanisha Meadows

Doug Jones

Charlie Guidry

Jacqueline Kaufman

Office of Trade & Services

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Jianzhi Education Technology Group Co Ltd

Response to the Staff’s Comments on

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

Filed July 23, 2021

CIK No. 0001852440

Dear Ms. Meadows, Mr. Jones, Mr. Guidry, Ms. Kaufman:

On behalf of our client, Jianzhi Education Technology
Group Co Ltd, a foreign private issuer incorporated under the laws of the Cayman Islands (the “Company”), we
are submitting to the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
this letter setting forth the Company’s responses to the comments contained in the Staff’s letter dated August 16, 2021 on
the Company’s amendment to registration statement on Form F-1 publicly filed on July 23, 2021 relating to a proposed initial public
offering in the American Depositary Shares, representing the Company’s ordinary shares (the “Amendment No. 1 to the
Registration Statement”). Concurrently with the submission of this letter, the Company is submitting its further amendment
to registration statement on Form F-1 (the “Amendment No. 2 to the Registration Statement”) and certain exhibits
thereto via EDGAR to the Commission for review in accordance with the procedures of the Commission. Simultaneously with the submission
via EDGAR, the Company is delivering to the Staff via hand delivery five courtesy copies of this letter and the Amendment No. 2 to the
Registration Statement, marked to show changes to the Registration Statement, and two courtesy copies of the submitted exhibits.

    PARTNERS: 
                            Pierre-Luc Arsenault3 |
                            Manas Chandrashekar5 | Lai Yi Chau | Maurice Conway5 |
                            Justin M. Dolling5 | David Patrick Eich1,4,5 | Chui Hao Farn3 |
                            Liu Gan2 | David G. Harrington7 | Karen K.Y. Ho |
                            Ka Chun Hui | Damian C. Jacobs5 | Guang Li3 |
                            Mengyu Lu3 | Neil E.M. McDonald | Kelly Naphtali | Ram Narayan3 |
                            Amy Y.M. Ngan7 | Nicholas A. Norris5 | Paul S. Quinn |
                            Fergus A. Saurin5 | Richard C.C. Sharpe | Jesse D. Sheley# |
                            Li Chien Wong | Jacqueline B.N. Zheng3,5

    REGISTERED
    FOREIGN LAWYERS:  Gautam Agarwal5 | Joseph R. Casey9 |
    Michelle Cheh6 | Daniel Dusek3 | Paul Guan3 | James A. Hill5 |
    Ju Huang3 | Cori A. Lable2 | Wei Yang Lim5 | Daniel A. Margulies5 |
    Bo Peng8 | Wenchen Tang3 | Liyong Xing3 | David Zhang3

    ADMITTED
    IN:  1 State of Illinois (U.S.A.); 2 Commonwealth of Massachusetts (U.S.A.);
    3 State of New York (U.S.A.); 4 State of Wisconsin (U.S.A.); 5 England and Wales;
    6 Victoria (Australia); 7 New South Wales (Australia); 8 State of Georgia (U.S.A.);
    9 State of California (U.S.A.); # non-resident

    Austin Bay Area Beijing Boston Brussels Chicago Dallas Houston London Los Angeles Munich New York Paris Shanghai Washington, D.C.

    Office of Trade & Services

    Division of Corporation Finance

    Securities and Exchange Commission

    September 1, 2021

    Page 2

The Company has responded to all of the Staff’s
comments by revising the Registration Statement to address the comments, by providing an explanation if the Company has not so revised
the Registration Statement, or by providing supplemental information as requested. The Staff’s comments are repeated below in bold
and followed by the Company’s response. We have included page references to the Amendment No. 2 to the Registration Statement where
the language addressing a particular comment appears. Terms used but not otherwise defined herein have the meanings set forth in the Amendment
No. 2 to the Registration Statement.

Amendment No. 1 to Form F-1

Prospectus Cover Page, page i

 1. Please disclose prominently on the prospectus cover page that you are not a Chinese operating company but a Cayman Islands holding
company with operations conducted by your subsidiaries and through contractual arrangements with a variable interest entity (VIE) based
in China and that this structure involves unique risks to investors. Explain whether the VIE structure is used to replicate foreign investment
in Chinese-based companies where Chinese law prohibits direct foreign investment in the operating companies, and disclose that investors
may never directly hold equity interests in the Chinese operating company. Your disclosure should acknowledge that Chinese regulatory
authorities could disallow this structure, which would likely result in a material change in your operations and/or value of your ADSs,
including that it could cause the value of such securities to significantly decline or become worthless. Provide a cross-reference to
your detailed discussion of risks facing the company and the offering as a result of this structure.

In response to the Staff’s comment,
the Company has revised the disclosure on the prospectus cover page of the Amendment No. 2 to the Registration Statement.

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

In response to the Staff’s comment, the Company has
revised the disclosure on the prospectus cover page and pages 6 and 8 of the Amendment No. 2 to the Registration Statement.

    Office of Trade & Services

    Division of Corporation Finance

    Securities and Exchange Commission

    September 1, 2021

    Page 3

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

In response to the Staff’s comment,
the Company has revised the disclosure on the prospectus cover page of the Amendment No. 2 to the Registration Statement.

Prospectus Summary, page 1

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

In response to the Staff’s comment, the Company has revised
the disclosure on pages 4, 5 and 8 of the Amendment No. 2 to the Registration Statement.

    Office of Trade & Services

    Division of Corporation Finance

    Securities and Exchange Commission

    September 1, 2021

    Page 4

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

In response to the Staff’s comment, the Company has revised
the disclosure on pages 5, 129 and 130 of the Amendment No. 2 to the Registration Statement.

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

In response to the Staff’s comment, the Company has
revised the disclosure on pages 9, 10, 11, 75, 76 and 77 of the Amendment No. 2 to the Registration Statement.

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

In response to the Staff’s comment, the Company has revised
the disclosure on pages 18, 19 and 20 of the Amendment No. 2 to the Registration Statement.

    Office of Trade & Services

    Division of Corporation Finance

    Securities and Exchange Commission

    September 1, 2021

    Page 5

Our Challenges, page 5

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

In response to the Staff’s comment,
the Company has revised the disclosure on page 8 of the Amendment No. 2 to the Registration Statement.

Risk Factors, page 16

 9. We note the recent issuance of the Opinions on Further Alleviating the Burden of Homework and After-School Tutoring for Students
in Compulsory Education, issued by the General Office of the CPC Central Committee and the General Office of the State Council. The Opinion
appears to contain various requirements and restrictions related to after school tutoring services, including registration as non-profit,
prohibition on foreign ownership, prohibition for listed companies on raising capital to invest in businesses that teach academic subjects
in compulsory education, limitations as to when tutoring services on academic subjects may be provided and new fee standards. Disclose
the applicability of this Opinion to you and your business and how and when you expect to comply.

In response to the Staff’s comment, the Company has revised
the disclosure on pages 43 and 44 of the Amendment No. 2 to the Registration Statement.

    Office of Trade & Services

    Division of Corporation Finance

    Securities and Exchange Commission

    September 1, 2021

    Page 6

Risks Related to Our Corporate Structure

The PRC government may find that the Contractual Arrangements do
not comply with

applicable PRC laws and regulations…, page 34

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

In response to the Staff’s comment, the Company has revised
the disclosure on pages 42, 43, 44 and 45 of the Amendment No. 2 to the Registration Statement.

 11. In this risk factor you indicate that if the PRC government determines that the contractual arrangements constituting part of your
VIE structure do not comply with PRC regulations, the PRC government could take actions that “could cause significant disruption
to our business op

United States securities and exchange commission logo
August 16, 2021
Yong Hu
Chief Executive Officer
Jianzhi Education Technology Group Co Ltd
27/F, Tower A, Yingdu Building, Zhichun Road
Haidian District, Beijing 100086
People’s Republic of China
Re:Jianzhi Education Technology Group Co Ltd
Amendment No. 1 to Registration Statement on Form F-1
Filed July 23, 2021
File No. 333-257865
Dear Mr. Hu:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our July 21, 2021 letter.
Amendment No. 1 to Form F-1
Prospectus Cover Page, page i
1.Please disclose prominently on the prospectus cover page that you are not a Chinese
operating company but a Cayman Islands holding company with operations conducted by
your subsidiaries and through contractual arrangements with a variable interest entity
(VIE) based in China and that this structure involves unique risks to investors.  Explain
whether the VIE structure is used to replicate foreign investment in Chinese-based
companies where Chinese law prohibits direct foreign investment in the operating
companies, and disclose that investors may never directly hold equity interests in the
Chinese operating company.  Your disclosure should acknowledge that Chinese regulatory

 FirstName LastNameYong Hu
 Comapany NameJianzhi Education Technology Group Co Ltd
 August 16, 2021 Page 2
 FirstName LastNameYong Hu
Jianzhi Education Technology Group Co Ltd
August 16, 2021
Page 2
authorities could disallow this structure, which would likely result in a material change in
your operations and/or value of your ADSs, including that it could cause the value of such
securities to significantly decline or become worthless. Provide a cross-reference to your
detailed discussion of risks facing the company and the offering as a result of this
structure.
2.Provide prominent disclosure about the legal and operational risks associated with being
based in or having the majority of the company’s operations in China.  Your disclosure
should make clear whether these risks could result in a material change in your operations
and/or the value of your ADSs or could significantly limit or completely hinder your
ability to offer or continue to offer securities to investors and cause the value of such
securities to significantly decline or be worthless.  Your disclosure should address how
recent statements and regulatory actions by China’s government, such as those related to
the use of variable interest entities and data security or anti-monopoly concerns, has or
may impact the company’s ability to conduct its business, accept foreign investments, or
list on an U.S. or other foreign exchange.  Your prospectus summary should address, but
not necessarily be limited to, the risks highlighted on the prospectus cover page.
3.Clearly disclose how you will refer to the holding company, subsidiaries, and VIEs when
providing the disclosure throughout the document so that it is clear to investors which
entity the disclosure is referencing and which subsidiaries or entities are conducting the
business operations.  Refrain from using terms such as “we” or “our” when describing
activities or functions of a VIE.  Disclose clearly the entity (including the domicile) in
which investors are purchasing their interest.
Prospectus Summary, page 1
4.In this section, disclose clearly that the company uses a structure that involves a VIE
based in China and what that entails and provide earlier in the summary the diagram of the
company’s corporate structure that includes the equity ownership interests for each entity.
Describe all contracts and arrangements through which you purport to obtain economic
rights and exercise control that results in consolidation of the VIE’s operations and
financial results into your financial statements.  Identify clearly the entity in which
investors are purchasing their interest and the entity(ies) in which the company’s
operations are conducted.  Describe the relevant contractual agreements between the
entities and how this type of corporate structure may affect investors and the value of their
investment, including how and why the contractual arrangements may be less effective
than direct ownership and that the company may incur substantial costs to enforce the
terms of the arrangements.  Disclose the uncertainties regarding the status of the rights of
the Cayman Islands holding company with respect to its contractual arrangements with the
VIE, its founders and owners, and the challenges the company may face enforcing these
contractual agreements due to uncertainties under Chinese law and jurisdictional limits.
5.In this section, disclose each permission that you, your subsidiaries or your VIEs are
required to obtain from Chinese authorities to operate and issue these securities to foreign

 FirstName LastNameYong Hu
 Comapany NameJianzhi Education Technology Group Co Ltd
 August 16, 2021 Page 3
 FirstName LastNameYong Hu
Jianzhi Education Technology Group Co Ltd
August 16, 2021
Page 3
investors.  State whether you, your subsidiaries, or VIEs are covered by permissions
requirements from the CSRC, CAC, or any other entity that is required to approve of the
VIE’s operations, and state affirmatively whether you have received all requisite
permissions and whether any permissions have been denied.
6.In this section, provide a clear description of how cash is transferred through your
organization.  Disclose your intentions to distribute earnings or settle amounts owed under
the VIE agreements.  Quantify any cash flows and transfers of other assets by type that
have occurred between the holding company, its subsidiaries, and consolidated VIEs, and
direction of transfer.  Quantify any dividends or distributions that a subsidiary or
consolidated VIE have made to the holding company and which entity made such transfer,
and their tax consequences.  Similarly quantify dividends or distributions made to U.S.
investors, the source, and their tax consequences.  Describe any restrictions on foreign
exchange and your ability to transfer cash between entities, across borders, and to U.S.
investors.  Describe any restrictions and limitations on your ability to distribute earnings
from your businesses, including subsidiaries and/or consolidated VIEs, to the parent
company and U.S. investors as well as the ability to settle amounts owed under the VIE
agreements.
7.We note that the consolidated VIEs constitute a material part of your consolidated
financial statements.  In this section, please provide in tabular form a condensed
consolidating schedule depicting the financial position, cash flows and results of
operations for the parent, the consolidated variable interest entities, and any eliminating
adjustments separately as of the same dates and for the same periods for which audited
consolidated financial statements are required.  Highlight the financial statement
information related to the variable interest entity and parent, so an investor may evaluate
the nature of assets held by, and the operations of, entities apart from the variable interest
entity, which includes the cash held and transferred among entities.
Our Challenges, page 5
8.In this summary of risk factors, expand the disclosure regarding the risks that your
corporate structure and being based in or having the majority of the company’s operations
in China poses to investors.  In particular, describe the significant regulatory, liquidity,
and enforcement risks with cross-references to the more detailed discussion of these risks
in the prospectus.  For example, specifically discuss risks arising from the legal system in
China, including risks and uncertainties regarding the enforcement of laws and that rules
and regulations in China can change quickly with little advance notice; and the risk that
the Chinese government may intervene or influence your operations at any time, or may
exert more control over offerings conducted overseas and/or foreign investment in China-
based issuers, which could result in a material change in your operations and/or the value
of your ADSs.  Acknowledge any risks that any actions by the Chinese government to
exert more oversight and control over offerings that are conducted overseas and/or foreign
investment in China-based issuers could significantly limit or completely hinder your

 FirstName LastNameYong Hu
 Comapany NameJianzhi Education Technology Group Co Ltd
 August 16, 2021 Page 4
 FirstName LastNameYong Hu
Jianzhi Education Technology Group Co Ltd
August 16, 2021
Page 4
ability to offer or continue to offer securities to investors and cause the value of such
securities to significantly decline or be worthless.
Risk Factors, page 16
9.We note the recent issuance of the Opinions on Further Alleviating the Burden of
Homework and After-School Tutoring for Students in Compulsory Education, issued by
the General Office of the CPC Central Committee and the General Office of the State
Council.  The Opinion appears to contain various requirements and restrictions related to
after school tutoring services, including registration as non-profit, prohibition on foreign
ownership, prohibition for listed companies on raising capital to invest in businesses that
teach academic subjects in compulsory education, limitations as to when tutoring services
on academic subjects may be provided and new fee standards.  Disclose the applicability
of this Opinion to you and your business and how and when you expect to comply.
Risks Related to Our Corporate Structure
The PRC government may find that the Contractual Arrangements do not comply with
applicable PRC laws and regulations . . ., page 34
10.Given the Chinese government’s significant oversight and discretion over the conduct of
your business, please revise to separately highlight the risk that the Chinese government
may intervene or influence your operations at any time, which could result in a material
change in your operations and/or the value of your ADSs.  Also, given recent statements
by the Chinese government indicating an intent to exert more oversight and control over
offerings that are conducted overseas and/or foreign investment in China-based issuers,
acknowledge the risk that any such action could significantly limit or completely hinder
your ability to offer or continue to offer securities to investors and cause the value of such
securities to significantly decline or be worthless.
11.In this risk factor you indicate that if the PRC government determines that the contractual
arrangements constituting part of your VIE structure do not comply with PRC regulations,
the PRC government could take actions that "could cause significant disruption to our
business operations, and may materially and adversely affect our business, financial
condition and results of operations."  Revise this risk factor to acknowledge that your
shares may decline in value or become worthless if you are unable to assert your
contractual control rights over the assets of your PRC subsidiaries that conduct all or
substantially all of your operations.
            You may contact Ta Tanisha Meadows at 202-551-3322 or Doug Jones at 202-551-3309
if you have questions regarding comments on the financial statements and related
matters.  Please contact Charlie Guidry at 202-551-3621 or Jacqueline Kaufman at 202-551-3797
with any other questions.

 FirstName LastNameYong Hu
 Comapany NameJianzhi Education Technology Group Co Ltd
 August 16, 2021 Page 5
 FirstName LastName
Yong Hu
Jianzhi Education Technology Group Co Ltd
August 16, 2021
Page 5
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
1
filename1.htm

    26th Floor, Gloucester Tower

The Landmark

15 Queen’s Road Central

Hong Kong

Telephone: +852 3761 3300

Facsimile: +852 3761 3301

www.kirkland.com
    David Zhang

To Call Writer Directly

+852 3761 3318

david.zhang@kirkland.com

July 23, 2021

CONFIDENTIAL

Ta Tanisha Meadows

Doug Jones

Charlie Guidry

Jacqueline Kaufman

Office of Trade & Services

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Jianzhi
    Education Technology Group Co Ltd

Response to the Staff’s Comments on

Registration Statement on Form F-1

Filed July 13, 2021

CIK No. 0001852440

Dear Ms. Meadows, Mr. Jones, Mr. Morris, Ms. Kaufman:

On behalf of our client, Jianzhi Education Technology
Group Co Ltd, a foreign private issuer incorporated under the laws of the Cayman Islands (the “Company”), we
are submitting to the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
this letter setting forth the Company’s responses to the comments contained in the Staff’s letter dated July 21, 2021 on the
Company’s registration statement on Form F-1 publicly filed on July 13, 2021 relating to a proposed initial public offering in the
American Depositary Shares, representing the Company’s ordinary shares (the “Registration Statement”).
Concurrently with the submission of this letter, the Company is submitting its amendment to registration statement on Form F-1 (the “Amendment
No. 1 to the Registration Statement”) and certain exhibits thereto via EDGAR to the Commission for review in accordance
with the procedures of the Commission. Simultaneously with the submission via EDGAR, the Company is delivering to the Staff via hand delivery
five courtesy copies of this letter and the Amendment No. 1 to the Registration Statement, marked to show changes to the Registration
Statement, and two courtesy copies of the submitted exhibits.

The Company has responded to all of the Staff’s
comments by revising the Registration Statement to address the comments, by providing an explanation if the Company has not so revised
the Registration Statement, or by providing supplemental information as requested. The Staff’s comments are repeated below in bold
and followed by the Company’s response. We have included page references to the Amendment No. 1 to the Registration Statement where
the language addressing a particular comment appears. Terms used but not otherwise defined herein have the meanings set forth in the Amendment
No. 1 to the Registration Statement.

The Company respectfully advises the Staff that it
expects to commence the roadshow for the proposed offering on July 28, 2021, and request acceleration of the effectiveness of the Registration
Statement on or about August 2, 2021. The Company would appreciate the Staff’s timely assistance and support to the Company in meeting
the proposed timetable for the offering.

PARTNERS: Pierre-Luc Arsenault3 | Lai Yi Chau | Justin
M. Dolling6 | David Patrick Eich1,5,6 | Liu Gan2 | Karen K.Y. Ho | Damian C. Jacobs6 | Ka
Man Lau | Guang Li3 | Neil E.M. McDonald | Kelly Naphtali | Nicholas A. Norris6 | Paul S. Quinn | Richard C.C.
Sharpe | Jesse D. Sheley# | Tarun R. Warriar6 | Li Chien Wong | Jacqueline B.N. Zheng3,6

REGISTERED FOREIGN LAWYERS: Michelle Cheh8 | Daniel Dusek3
| Jennifer Y.Y. Feng6 | James A. Hill6 | David M. Irvine6 | Cori A. Lable2 | Wei Yang
Lim6 | Michael D. Rackham6 | Mi Tang3 | Wenchen Tang3 | Liyong Xing3 | David Zhang3

ADMITTED IN: 1 State of Illinois (U.S.A.); 2
Commonwealth of Massachusetts (U.S.A.); 3 State of New York (U.S.A.); 4 State of Texas (U.S.A.); 5 State
of Wisconsin (U.S.A.); 6 England and Wales; 7 Singapore; 8 Victoria (Australia); 9 New South
Wales (Australia); # non-resident

Beijing    Boston    Chicago    Dallas    Houston    London    Los Angeles    Munich    New York    Palo Alto    Paris    San Francisco    Shanghai    Washington, D.C.

    Office of Trade & Services

Division of Corporation Finance

Securities and Exchange Commission

July 23, 2021

Page 2
    Confidential

Registration Statement on Form F-1

Risk Factors

Risks Related to Our Business and Industry

We are subject to a variety of laws and other obligations regarding
cybersecurity and dataprotection . . ., page 29

 1. We
                                            note your disclosure about the Cyberspace Administration of China’s (CAC) public issuance
                                            of the Measures for Cybersecurity Censorship. In light of recent events that indicate greater
                                            oversight by the CAC in terms of data security, particularly for companies seeking to list
                                            on a foreign exchange, please revise your disclosure to explain how this oversight impacts
                                            your offering and to what extent you believe that you are compliant with the regulations
                                            or policies that have been issued by the CAC to date.

 In response to the Staff’s comment, the Company has
revised the disclosure on pages 29, 30 and 31 of the Amendment No.1 to the Registration Statement.

Risks Related to Doing Business in China, page 38

 2. Please
                                            add a risk factor that addresses limitations on the ability of U.S. regulators, such as the
                                            Department of Justice, the SEC, the PCAOB and other authorities, to conduct investigations
                                            and inspections within the PRC and Hong Kong, and the potential impact of The Holding Foreign
                                            Companies Accountable Act on your company. Refer to CF Disclosure Guidance: Topic No. 10.

 In response to the Staff’s comment, the Company has
added the referenced disclosure on pages 42,  43 and 44 of the Amendment No.1 to the Registration Statement.

 3. We
                                            note you disclose that one of your key strategies is to “[p]ursue strategic acquisition
                                            and investment opportunities” and that you “may consider selective investments
                                            or strategic acquisitions to enhance [y]our industry position and business prospects.”
                                            Please provide risk factor disclosure regarding the complex procedures for acquisitions of
                                            Chinese companies by foreign investors mandated by the PRC’s Regulations on Mergers
                                            and Acquisitions of Domestic Enterprises by Foreign Investors, and how they could make it
                                            more difficult for you to pursue growth through acquisitions in China.

 In response to the Staff’s comment, the Company has
added the referenced disclosure on pages 40 and 41 of the Amendment No.1 to the Registration Statement.

General

 4. We
                                            note that in the public filing of the registration statement you removed the names of three
                                            of your customers, each of whom are specifically named in the draft registration statements
                                            you filed publicly. We also note that you redact these three counterparties in the form contracts
                                            you filed as exhibits. The redaction of information you have already made public is not appropriate.
                                            Please refile the exhibits with the names of the three counterparties unredacted.

The Company respectfully advises the Staff
that it has globally revised the disclosure and named referenced customers. The Company further advises the Staff that it has unredacted
the names of three counterparties in the form contracts it filed as exhibits.

***

If you have any questions regarding the Revised Draft
Registration Statement, please contact me at david.zhang@kirkland.com, +852 3761 3318 (work) or +852 9124 8324 (cell), or Steve Lin at
steve.lin@kirkland.com, +86 10 5737 9315 (work) or +86 18610495593 (cell).

Thank you for your time and attention.

    Very truly yours,

    /s/ David T. Zhang

    David Zhang

Enclosure

    c.c.
    Peixuan Wang, Chairman of the Board

Yong Hu, Director and Chief Executive Officer

Xiaolei Ni, Chief Financial Officer

David Zhang, Esq., Partner, Kirkland & Ellis International
LLP

Steve Lin, Esq., Partner, Kirkland & Ellis International
LLP

Erin Liu, Partner, Friedman LLP

Meng Ding, Esq., Partner, Sidley Austin LLP

United States securities and exchange commission logo
July 21, 2021
Yong Hu
Chief Executive Officer
Jianzhi Education Technology Group Co Ltd
27/F, Tower A, Yingdu Building, Zhichun Road
Haidian District, Beijing 100086
People’s Republic of China
Re:Jianzhi Education Technology Group Co Ltd
Registration Statement on Form F-1
Filed July 13, 2021
File No. 333-257865
Dear Mr. Hu:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form F-1
Risk Factors
Risks Related to Our Business and Industry
We are subject to a variety of laws and other obligations regarding cybersecurity and data
protection . . ., page 29
1.We note your disclosure about the Cyberspace Administration of China’s (CAC) public
issuance of the Measures for Cybersecurity Censorship.  In light of recent events that
indicate greater oversight by the CAC in terms of data security, particularly for companies
seeking to list on a foreign exchange, please revise your disclosure to explain how this
oversight impacts your offering and to what extent you believe that you are compliant
with the regulations or policies that have been issued by the CAC to date.

 FirstName LastNameYong Hu
 Comapany NameJianzhi Education Technology Group Co Ltd
 July 21, 2021 Page 2
 FirstName LastName
Yong Hu
Jianzhi Education Technology Group Co Ltd
July 21, 2021
Page 2
Risks Related to Doing Business in China, page 38
2.Please add a risk factor that addresses limitations on the ability of U.S. regulators, such as
the Department of Justice, the SEC, the PCAOB and other authorities, to conduct
investigations and inspections within the PRC and Hong Kong, and the potential impact of
The Holding Foreign Companies Accountable Act on your company.  Refer to CF
Disclosure Guidance: Topic No. 10.
3.We note you disclose that one of your key strategies is to “[p]ursue strategic acquisition
and investment opportunities” and that you “may consider selective investments or
strategic acquisitions to enhance [y]our industry position and business prospects.”  Please
provide risk factor disclosure regarding the complex procedures for acquisitions of
Chinese companies by foreign investors mandated by the PRC’s Regulations on Mergers
and Acquisitions of Domestic Enterprises by Foreign Investors, and how they could make
it more difficult for you to pursue growth through acquisitions in China.
General
4.We note that in the public filing of the registration statement you removed the names of
three of your customers, each of whom are specifically named in the draft registration
statements you filed publicly.  We also note that you redact these three counterparties in
the form contracts you filed as exhibits.  The redaction of information you have already
made public is not appropriate.  Please refile the exhibits with the names of the three
counterparties unredacted.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Ta Tanisha Meadows at 202-551-3322 or Doug Jones at 202-551-3309
if you have questions regarding comments on the financial statements and related
matters.  Please contact Charlie Guidry at 202-551-3621 or Jacqueline Kaufman at 202-551-
3797 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
1
filename1.htm

    26th Floor, Gloucester Tower

The Landmark

15 Queen’s Road Central

Hong Kong

Telephone: +852 3761 3300

Facsimile: +852 3761 3301

www.kirkland.com
    David Zhang

To Call Writer Directly

+852 3761 3318

david.zhang@kirkland.com

July 13, 2021

CONFIDENTIAL

Ta Tanisha Meadows

Doug Jones

Daniel Morris

Jacqueline Kaufman

Office of Trade & Services

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re: Jianzhi Education Technology Group Co Ltd

Response to the Staff’s Comments
on

Amended Draft Registration Statement
on Form F-1

Confidentially Submitted June 16, 2021

CIK
No. 0001852440

Dear
Ms. Meadows, Mr. Jones, Mr. Morris, Ms. Kaufman:

On behalf of our client, Jianzhi Education Technology
Group Co Ltd, a foreign private issuer incorporated under the laws of the Cayman Islands (the “Company”), we
are submitting to the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
this letter setting forth the Company’s responses to the comments contained in the Staff’s letter dated June 30, 2021 and
the outstanding comments contained in the Staff’s letter dated May 14 on the Company’s amendment No.2 to draft registration
statement on Form F-1 confidentially submitted on June 16, 2021 relating to a proposed initial public offering in the American Depositary
Shares, representing the Company’s ordinary shares (the “Amendment No.2”). Concurrently with the submission
of this letter, the Company is submitting its registration statement on Form F-1 (the “Registration Statement”)
and certain exhibits thereto via EDGAR to the Commission for confidential review in accordance with the procedures of the Commission.
Simultaneously with the submission via EDGAR, the Company is delivering to the Staff via hand delivery five courtesy copies of this letter
and the Registration Statement, marked to show changes to the Amendment No.2 , and two courtesy copies of the submitted exhibits.The Company
has responded to all of the Staff’s comments by revising the Amendment No.2 to address the comments, by providing an explanation
if the Company has not so revised the Amendment No.2, or by providing supplemental information as requested. The Staff’s comments
are repeated below in bold and followed by the Company’s response. We have included page references to the Registration Statement
where the language addressing a particular comment appears. Terms used but not otherwise defined herein have the meanings set forth in
the Registration Statement.

The Company is, concurrently with the Registration Statement, filing the Draft Registration Statement and all amendments thereto that
were previously submitted for the non-public review of the Staff, and plans to file an amendment to the Registration Statement containing
the estimated price range and offering size and launch the road show as soon as legally permissible on or around July 28, 2021, subject
to market conditions, and to commence the roadshow for the proposed offering no earlier than 15 days after the date hereof. As such, the
Company would greatly appreciate the Staff’s continuing assistance and support in meeting its timetable.

PARTNERS: Pierre-Luc Arsenault3
| Lai Yi Chau | Damien Coles6 | Justin M. Dolling6 | David Patrick Eich1,5,6 | Liu Gan2
| Karen K.Y. Ho | Damian C. Jacobs6 | Ka Man Lau | Guang Li3 | Neil E.M. McDonald | Kelly Naphtali | Ram Narayan3
| Amy Y.M. Ngan9 | Nicholas A. Norris6 | Derek K.W. Poon3,6 | Paul S. Quinn | Richard C.C. Sharpe
| Jesse D. Sheley# | Arthur K.H. Tso | Tarun R. Warriar6 | Li Chien Wong | David Yun6 | Jacqueline B.N.
Zheng3,6

REGISTERED FOREIGN LAWYERS:
Michelle Cheh8 | Daniel Dusek3 | Jennifer Y.Y. Feng6 | Han Gao4 | James A. Hill6
| David M. Irvine6 | Benjamin W. James4 | Cori A. Lable2 | Wei Yang Lim6 | Xiaoxi Lin3
| Yazhe Liu3 | Daniel A. Margulies6 | Michael D. Rackham6 | Tzi Yang Seow7 | Mi Tang3
| Wenchen Tang3 | Liyong Xing3 | David Zhang3

ADMITTED IN: 1
State of Illinois (U.S.A.); 2 Commonwealth of Massachusetts (U.S.A.); 3 State of New York (U.S.A.); 4
State of Texas (U.S.A.); 5 State of Wisconsin (U.S.A.); 6 England and Wales; 7 Singapore; 8
Victoria (Australia); 9 New South Wales (Australia); # non-resident

Beijing    Boston    Chicago    Dallas    Houston    London    Los Angeles    Munich    New York    Palo Alto    Paris    San Francisco    Shanghai    Washington, D.C.

    Office of Trade & Services

    Division of Corporation Finance

    Securities and Exchange Commission

    July 13, 2021

    Page 2
    Confidential

Amended Draft Registration Statement on Form F-l

Our collaborative relationships with Tianyi Video, page 20

1. We note your response to prior comment 4 and re-issue. Please
revise to disclose, if true and as disclosed in your initial draft registration statement, that all educational content on the Tianyi
platform was made available to the public at no cost during the pandemic. In other words, please revise to disclose, if true, that content
created by your company and all other educational content providers was made available for free on the Tianyi platform.

The Company respectfully advises the Staff that, during the
pandemic, Tianyi discussed with all educational content providers regarding the possibility of offering educational content available
to the public at no cost. The Company cannot confirm other providers’ practice with complete certainty. To the best of the Company’s
knowledge, a majority of the educational content providers agreed to provide their educational content on Tianyi platform for free to
the public while a small number of providers still charge fees.

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

Three months ended March 31, 2021 compared to three months ended
March 31, 2020

Gross Profit, page 76

2. Please explain to us why the gross profit margin for IT services
was 95.7% and 94.9% for the three months ended March 31, 2020 and 2021, respectively, compared to 61.1% and 61.9% for the years ended
December 31, 2019 and 2020, respectively.

In response to the Staff’s comment, the Company has
revised the disclosure on page 77 of the Registration Statement. The Company further respectfully advises the Staff that the Company’s
IT related solution services include three types of services: (i) design and development of customized IT system service, of which the
average gross profit margin is about 95%; (ii) procurement and assembling of equipment needed to operate the customer’s systems,
of which the average gross profit margin is about 30% and (iii) technological support and maintenance service, which is minimal.

For the design and development of customized IT system service,
the Company customizes our existing software modules which are integrated into the customers’ IT system to realize desired functions.
The technicians use our development software, such as Sentu Desktop Virtualization Software and Sentu Online Learning Software, to develop
on these existing modules to realize the customized functions. The main service costs include the amortization of the development software,
which are recorded in intangible assets on our balance sheets, and labor cost of technicians. Most of the existing modules used for design
and development of customized IT system service were researched and developed for the Company’s internal use in previous years and
the related costs had been recorded in research and development expenses when incurred, thus the services cost only included the amortization
of the development software mentioned above but no additional module costs were charged. The labor cost is calculated based on the technician’s
working hours on the assigned project. Since the Company has accumulated rich experience in previous projects and the required working
hours are insignificant, the labor cost is very low for these projects. As a result, design and development of customized IT system service
contribute a high gross profit margin about 95%.

Because of the impact of COVID-19 during the three months
ended March 31, 2020 and 2021, the Company’s major customers, higher education institutions, extended the winter vacation, which
caused the postpone of a procurement and assembling of equipment projects which need technician field work. As a result, for the three
months ended March 31, 2020 and 2021, almost all the IT related solution services revenue were generated from providing design and development
of customized IT system service; no IT related solution revenue were generated from procurement and assembling of equipment needed to
operate the customer’s systems. Therefore, the gross profit margin for overall IT services was 95.7% and 94.9%, respectively.

For the years ended December 31, 2019 and 2020, about 54.9%
and 45.4% of total IT service revenue were contributed by providing (ii) procurement and assembling of equipment needed to operate the
customer’s systems services, respectively. The gross profit margin of procurement and assembling of equipment needed to operate
the customer’s systems was 29.6% and 27.5% for the years ended December 31, 2019 and 2020, respectively. Therefore, the overall
gross profit margin of IT service was lowered down to 61.1% and 61.9% for the years ended December 31, 2019 and 2020, respectively.

 3. In connection with the above comment, you disclose the cost of revenues for IT services for the three months ended March 31, 2020
and 2021 primarily consisted of amortization of intangible assets. Please explain to us the basis for incurring labor and other costs
in cost of revenues for IT services for the years ended December 31, 2019 and 2020 and the three months ended March 31, 2020 and 2021.
Tell us if the amount, in terms of cost and physical time, of labor used in providing IT services changed between the year ended and three
months ended periods, and if so, the reason for the change.

In response to the Staff’s comment, the Company respectfully
advises the Staff that we have revised the disclosure on page 77 of the Registration Statement to include labor cost as well. As explained
above, the costs of design and development of customized IT system service primarily consist of amortization of intangible assets and
labor cost. The labor cost of each project is calculated based on the technician working hours on the assigned project. There is no change
on the basis for incurring labor and other costs between the year ended and three months ended periods. The labor cost was RMB23,800 and
RMB52,580 for the three months ended March 31, 2020 and 2021 respectively, and the labor cost was RMB102,322 and RMB150,381 for the years
ended December 31, 2019 and 2020.

    Office of Trade & Services

Division of Corporation Finance

Securities and Exchange Commission

July 13, 2021

Page 3
    Confidential

Liquidity and Capital Resources, page 79

4. We note your accounts receivable balance at March 31, 2021 exceeds the amount of revenue reported for the quarter ended March 31,
2021. You disclose on page 79 of the RMB125.9 million accounts receivable balance at March 31, 2021, RMB22.1 million was collected after
March 31, 2021. You also disclose you cannot precisely predict when the balance will be collected but you do not have any doubt about
the collectability of accounts receivable. Please explain to us and disclose (i) why you cannot predict when the balance will be collected,
(ii) why you do not have any doubt about the collectability of the balance, and (iii) the reason for the relatively low collection amount
of receivables after March 31, 2021. Additionally, explain to us and disclose (a) why you extended the settlement period to the clients
of Guangzhou Xinzhiqiao since July 2020 as disclosed on page 79, (b) the extension period for these receivables, (c) how much of the accounts
receivable balance at March 31, 2021 these receivables are, and (d) why you believe these receivables are fully collectable. Further,
in regard to your disclosure on page 79 that some of your accounts receivable from IT related solution services are not due for payment
as of March 31, 2021, please disclose the amount of these receivables and when they are due.

In response to the Staff’s comment, the Company has
revised the disclosure on pages 80 and 81 of the Registration Statement. The Company further respectfully advises the Staff as follows:

(i) The Company has rephrased the disclosure on page 80.
Our management evaluates the collectability of our accounts receivable periodically and predict reasonably when the balance could be collected
based on the payment terms. Based on management’s best estimate which have taken the COVID-19 impact into consideration, the remaining
balance will be collected before the end of fiscal year 2021.

(ii) We do not believe we have a material collection risk
under our business model that will have a negative impact on collectability, and no significant written-off occurred historically. The
Company has added additional disclosure on page 81.

(iii) A total of RMB61.2 million (US$9.3 million) or 47%
of the accounts receivable balance as of March 31, 2021 has been collected within three month after the period ends. The Company has updated
the disclosure regarding the subsequent collection data on page 81.

Furthermore, the Company respectfully advises the Staff the
following information have been added on pages 80 and 81:

(a) The customer of Guangzhou Xinzhiqiao is one of our major
business partners, a subsidiary of a leading telecommunications provider in China, who changed the payment term since July 2020 and postponed
the settlement period for all its suppliers, including our Company.

(b) The settlement period was postponed from 3 months to
5 months.

(c) The balance of accounts receivable due from the client
of Guangzhou Xinzhiqiao was RMB36.4 million at March 31, 2021.

(d) The customer of Guangzhou Xinzhiqiao is a reputed leading telecommunications
provider in China with good financial performance in recent years. In addition, no written-off occurred in the past, and we didn’t
note significant collectability risk for the balance receivable from the leading telecommunication service provider. Based on historical experience and management’s
best estimate which have taken the COVID-19 impact into consideration, the remaining balance will be collected before the end of fiscal
year 2021.

In addition, as of March 31, 2021, accounts receivable from
IT related solution services were in the amount of RMB70.6 million, among which RMB 3.0 million was due and RMB67.6 million would become
due gradually from April 2021 to December 2021 in terms of the payment term. The accounts receivable from IT related solution services
include quality guarantee deposit, usually 10% of contract price, most of which will become due in the fourth quarter of 2021. As of the
date of this letter, RMB40.1 million has become due and been collected, and the remaining RMB30.5 million will become due from July 2021
to December 2021. We expect to collect the remaining outstanding balance within a year based on management’s best estimate.

5. In connection with the above comment, please explain to us and disclose as appropriate the reason for the relatively high accounts
receivable balance of VIE’s at March 31, 2021 in proportion to the amount of revenues earned by them in the quarter ended March
31, 2021 as disclosed in the notes to the unaudited condensed consolidated financial statements for the three months ended March 31, 2021.

The Company respectfully advises the Staff that as of March
31, 2021, net accounts receivable balance of VIE and its subsidiaries was in the amount of RMB61.0 million, while the revenue of VIE and
its subsidiaries was in the amount of RMB83.0 million for the three months ended March 31, 2021. The relatively high accounts receivable
balance of VIE and its subsidiaries

United States securities and exchange commission logo
June 30, 2021
Yong Hu
Chief Executive Officer
Jianzhi Education Technology Group Co Ltd
27/F, Tower A, Yingdu Building, Zhichun Road
Haidian District, Beijing 100086
People’s Republic of China
Re:Jianzhi Education Technology Group Co Ltd
Amendment No. 2 to Draft Registration Statement on Form F-1
Submitted June 16, 2021
CIK No. 0001852440
Dear Mr. Hu:
            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.
Amended Registration Statement on Form F-1
Our collaborative relationships with Tianyi Video, page 20
1.We note your response to prior comment 4 and re-issue.  Please revise to disclose, if true
and as disclosed in your initial draft registration statement, that all educational content on
the Tianyi platform was made available to the public at no cost during the pandemic.  In
other words, please revise to disclose, if true, that content created by your company and
all other educational content providers was made available for free on the Tianyi platform.

 FirstName LastNameYong Hu
 Comapany NameJianzhi Education Technology Group Co Ltd
 June 30, 2021 Page 2
 FirstName LastName
Yong Hu
Jianzhi Education Technology Group Co Ltd
June 30, 2021
Page 2
Management's Discussion and Analysis of Financial Condition and Results of Operations
Three months ended March 31, 2021 compared to three months ended March 31, 2020
Gross Profit, page 76
2.Please explain to us why the gross profit margin for IT services was 95.7% and 94.9% for
the three months ended March 31, 2020 and 2021, respectively, compared to 61.1% and
61.9% for the years ended December 31, 2019 and 2020, respectively.
3.In connection with the above comment, you disclose the cost of revenues for IT services
for the three months ended March 31, 2020 and 2021 primarily consisted of amortization
of intangible assets.  Please explain to us the basis for incurring labor and other costs in
cost of revenues for IT services for the years ended December 31, 2019 and 2020 and the
three months ended March 31, 2020 and 2021.  Tell us if the amount, in terms of cost and
physical time, of labor used in providing IT services changed between the year ended and
three months ended periods, and if so, the reason for the change.
Liquidity and Capital Resources, page 79
4.We note your accounts receivable balance at March 31, 2021 exceeds the amount of
revenue reported for the quarter ended March 31, 2021.  You disclose on page 79 of the
RMB125.9 million accounts receivable balance at March 31, 2021, RMB22.1 million was
collected after March 31, 2021.  You also disclose you cannot precisely predict when the
balance will be collected but you do not have any doubt about the collectability of
accounts receivable.  Please explain to us and disclose (i) why you cannot predict when
the balance will be collected, (ii) why you do not have any doubt about the collectability
of the balance, and (iii) the reason for the relatively low collection amount of receivables
after March 31, 2021.  Additionally, explain to us and disclose (a) why you extended the
settlement period to the clients of Guangzhou Xinzhiqiao since July 2020 as disclosed on
page 79, (b) the extension period for these receivables, (c) how much of the accounts
receivable balance at March 31, 2021 these receivables are, and (d) why you believe these
receivables are fully collectable.  Further, in regard to your disclosure on page 79 that
some of your accounts receivable from IT related solution services are not due for
payment as of March 31, 2021, please disclose the amount of these receivables and when
they are due.
5.In connection with the above comment, please explain to us and disclose as appropriate
the reason for the relatively high accounts receivable balance of VIE's at March 31, 2021
in proportion to the amount of revenues earned by them in the quarter ended March 31,
2021 as disclosed in the notes to the unaudited condensed consolidated financial
statements for the three months ended March 31, 2021.
Major customers and supplying channels, page 88
6.Please revise this section to identify your major suppliers and customers.  Refer to Part I,
Item 4 of Form F-1 and Part I, Item 4.B.6. of Form 20-F.  In addition, please describe the

 FirstName LastNameYong Hu
 Comapany NameJianzhi Education Technology Group Co Ltd
 June 30, 2021 Page 3
 FirstName LastName
Yong Hu
Jianzhi Education Technology Group Co Ltd
June 30, 2021
Page 3
material terms of these agreements and file them as exhibits with your next amendment or
tell us why you do not believe you are required to do so.  Also, provide risk factor
disclosure on your dependence on a limited number of customers or suppliers in the Risk
Factors section.  Refer to Item 3 of Form F-1 and Item 105 of Regulation S-K.
Consolidated Statements of Cash Flows, page F-7
7.Refer to your response to prior comment 10.  You state a part of the revisions made to the
cash flows presented for the VIEs in the notes to the consolidated financial statements was
due to the reclassification of cash paid for purchases of educational contents from
operating activities to investing activities.  Please tell us your basis for reporting purchases
of educational contents and prepayments for educational contents of your VIEs and non-
VIEs as investing activities rather than operating activities.  It appears the nature of these
cash flows are directly associated with your providing of services that enter into the
determination of your consolidated net income that should be presented as an operating
activity in accordance with ASC 230-10.
            You may contact Ta Tanisha Meadows at 202-551-3322 or Doug Jones at 202-551-3309
if you have questions regarding comments on the financial statements and related
matters.  Please contact Daniel Morris at 202-551-3314 or Jacqueline Kaufman at 202-551-3797
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Steve Lin

United States securities and exchange commission logo
May 14, 2021
Yong Hu
Chief Executive Officer
Jianzhi Education Technology Group Co Ltd
27/F, Tower A, Yingdu Building, Zhichun Road
Haidian District, Beijing 100086
People’s Republic of China
Re:Jianzhi Education Technology Group Co Ltd
Amended Draft Registration Statement on Form F-1
Submitted April 30, 2021
CIK No. 0001852440
Dear Mr. Hu:
            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.
Amended Draft Registration Statement on Form F-1
Prospectus Summary, page 1
1.We note your response to prior comment 1 and re-issue in part.  Please revise the
summary to state that investors will have ownership in a holding company that does not
directly own all of its operations in China.
Corporate History and Structure, page 6
2.Please include a complete post-offering organizational chart or alternatively provide
narrative disclosure to explain that the subsidiaries of Jianzhi Education Technology
Group Company Limited (Cayman Islands) will remain the same post-offering, if true.

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Our collaborative relationships with Tianyi Video, page 19
3.We note your revised disclosure in response to prior comment 5.  Please further revise to
clarify whether and, if so, to what extent, your cooperation with Tianyi Video enabled you
to develop the technology to launch your app.  Your current disclosure is unclear as to
whether you licensed or shared, or otherwise collaborated with Tianyi in the development
of technology later used to launch your app.  Please clarify.
4.We note your response to prior comment 6.  If true, please revise to state, as disclosed in
your initial submission, that all educational content placed on the Tianyi platform was
made available at no cost during the pandemic.
Continued Collaboration with Third Parties, page 68
5.Please revise to clarify the amount of your revenues, if material, that is attributable to
third-party content.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Liquidity and Capital Resources
Operating Activities, page 76
6.We note the revised disclosure in response to prior comment 15 regarding the change in
net cash provided by operating activities between 2020 and 2019.  It appears your
disclosure consists of the numerical change between periods in the amount of the line
items presented on the statement of cash flows rather than a comparative analysis of why
net cash of operating activities changed.  Please note that reference to net income,
prepared on the accrual basis of accounting, and working capital items may not provide a
sufficient basis to understand how and why actual operating cash varied without
discussion of the factors underlying the cited items that impacted cash.  Also, it is not
clear how the reference to the noncash item for amortization of educational content
impacts cash.  Please refer to the lead in paragraphs of Item 5 of Form 20-F, section III.D
of Release No. 33-6835 and section IV.B.1 of Release No. 33-8350 for guidance on
preparing your analysis and revise your disclosure as appropriate.
7.We note the added disclosure regarding the difference between net cash provided by
operating activities of the VIE and the consolidated entity.  Your analysis should consist
of more than the numerical difference between like line items and not rely on noncash
items.  Additionally, your analysis should consider qualitative factors as to why the VIE
contributed much less than the rest of the consolidated entity, particularly given it appears
the assets and revenue of the VIE are a large proportion of the respective amounts of the
consolidated entity.  In doing so, please consider discussing how the operations between
the VIE and the rest of the consolidated entity differ such that there is a large disparity
between them in contributing to the operating cash flows of the entire consolidated entity.
For example, discuss the extent the nature or magnitude of the respective operations
impact operating cash.

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Established and Integrated Omni-channel Sales, page 97
8.We note your response to prior comment 21.  Please also disclose your fee structure,
clarifying, as necessary, how the size of the student population and anticipated frequency
of use affects pricing.  In addition, please tell us if your contracts are with individual
universities or libraries or with university and library systems.  If the latter, please confirm
that the loss of any system would not have a material effect on your operations.  In this
regard, separately disclose the percentage of revenues attributable to public universities
and those attributable to public libraries, if material.
Sales and Marketing, page 105
9.Clarify whether any of these measures are key performance indicators that management
uses to evaluate their business and, if so, include a discussion for each period provided in
the management's discussion and analysis section.
Notes to the Consolidated Financial Statements
Note 1 - Organization and Business Description, page F-9
10.We note the revised amounts for the operating, investing and financing cash flows of the
VIE presented on page F-14 from your prior document filed on March 26, 2021.  Please
explain to us the reason for the revisions.
            You may contact Ta Tanisha Meadows at (202) 551-3322 or Doug Jones at (202) 551-
3309 if you have questions regarding comments on the financial statements and related
matters.  Please contact Daniel Morris at (202) 551-3314 or Jacqueline Kaufman at (202) 551-
3797 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Steve Lin

United States securities and exchange commission logo
April 22, 2021
Yong Hu
Chief Executive Officer
Jianzhi Education Technology Group Co Ltd
27/F, Tower A, Yingdu Building, Zhichun Road
Haidian District, Beijing 100086
People’s Republic of China
Re:Jianzhi Education Technology Group Co Ltd
Draft Registration Statement on Form F-1
Submitted March 26, 2021
CIK No. 0001852440
Dear Mr. Hu:
            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
Prospectus Summary, page 1
1.Please revise your summary to clarify that investors will have ownership in a holding
company that does not directly own all of its operations in China.  Please also disclose in
the summary that you rely on dividends and other distributions on equity paid by your
PRC subsidiaries for your cash and financing requirements, including the funds necessary
to pay dividends.
2.We note disclosure in the first paragraph under the graphic on page 3 stating that you also
operate in the IT related solutions services segment.  Please revise the summary, where

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April 22, 2021
Page 2
appropriate, to describe your operations in this segment, including the percentage of your
total revenues that come from IT related solutions services.
3.We note your risk factor disclosure at page 29 about Beijing Sentu.  Please revise your
summary to disclose that the shareholders of your variable interest entity may have
interests that conflict with yours.
Corporate History and Structure, page 5
4.Please revise to explain why Beijing Sentu was delisted in May 2016.  In addition, please
revise at page 7 to add a chart showing the anticipated post-offering ownership structure
of the company, including respective percentages of the controlling entities and minority
shareholders.
Our collaborative relationships with Tianyi Video, page 19
5.We note several references to your prior experience with Tianyi Video and how your
collaboration with it helped you to subsequently launch your mobile application.  Please
revise to more fully describe the nature of your early experience with Tianyi Video and
how that experience carried over to your mobile launch.  In particular, please explain how
your experience with Tianyi allowed you to "develop the know-how and technology" to
launch your app.
6.We note your disclosure that Tianyi Video made the decision to offer all of the
educational content on its platform to the public for free for several months during the
pandemic.  Please revise your disclosure to discuss the circumstances under which third-
parties, such as Tianyi, may set or alter your pricing structure.
Failure to make adequate contributions to various employee benefits plans, page 27
7.We note your disclosure that you failed to make full contributions to the social insurance
and housing provident fund for some of your employees during the period from 2018 to
2020.  Please quantify the amounts due and the penalties which may be assessable.
PRC regulation of loans and direct investment by of shore holding companies, page 33
8. You disclose the following restrictions on loans to Jianzhi Beijing:

•"loans by us to Jianzhi Beijing, our subsidiary in the PRC, cannot exceed statutory
limits and must be registered with the State Administration of Foreign Exchange
(“SAFE”), or its local counterparts, or filed with SAFE in its information system;

•loans by us to our PRC Operating Entities, over a certain threshold, must be approved
by the relevant government authorities and must also be registered with the SAFE or
its local counterparts, or filed with SAFE in its information system; and

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•capital contribution to Jianzhi Beijing must be approved by recorded with the
MOFCOM or their respective local counterparts."

In light of the restrictions described above, please quantify the amount of loans or capital
contributions you anticipate being able to make to your PRC subsidiaries or
VIEs following this offering, and discuss any regulatory approvals you will be seeking
specifically in order to allocate proceeds from this offering to your PRC subsidiaries or
VIEs.
[Our post-offering memorandum and articles of association . . .], page 39
9.We note that this risk factor and certain other disclosures in this prospectus contain
bracketed language which appears to indicate that underlying documents or agreements,
such as the deposit agreement, have not been finalized.  Please note that we will not
comment on this disclosure until the terms of the documents or agreements have been
established and they have been filed as exhibits to the registration statement.
Contractual Arrangements with Our VIE and Its Shareholders, page 54
10.Please file the agreements related to the your transactions with Beijing Sentu in September
2018, including the contractual arrangements pursuant to which you gained control over
Beijing Sentu.  Alternatively, please tell us why you do not believe these agreements are
required to be filed.
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
61
11.Please disclose either here or in the notes to the financial statements information that
allows investors to evaluate the nature of assets held by, and the operations of, each VIE
entity apart from the consolidated entity.  Include information of any assets and operations
of any VIE that are not subject to involvement with the consolidated entity.  Accompany
the disclosure with a discussion of the risks and uncertainties that may result in
deconsolidation of any VIE.
Demand for Online Educational Content, page 62
12.We note your statement here and elsewhere in the prospectus that "online education is
superior."  Please substantiate this claim or revise to qualify this statement as
management's belief.
Continued Collaboration with Third Parties, page 63
13.Please expand your discussion of your relationship with third-party content providers and
their significance to your ability to continuously offer new products.  To the extent that
your agreements with certain content providers are material, please describe the terms of

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these agreements, including term, termination, and licensing provisions, and file them as
exhibits.
Liquidity and Capital Resources, page 70
14.We note from the parent only financial statements contained in note 17 to the consolidated
financial statements that the amounts due from entities within the Group are significant
and materially increased from December 31, 2019 to December 31, 2020.  Please disclose
how these amounts due to the parent are expected to be settled and when.
Operating Activities, page 71
15.The discussion appears to focus on how the amount for cash of operating activities was
derived in each period rather than a period to period comparative analysis of material
changes therein.  For example, an analysis should be on why net cash of operating
activities increased by 34% between fiscal 2019 and 2020.  The analysis should address
and quantify the significant drivers underlying the change and how they impact operating
cash.  Please refer to the lead in paragraphs of Item 5 of Form 20-F, section III.D of
Release No. 33-6835, section IV.B.1 of Release No. 33-8350 and section 501.04 of the
staff’s Codification of Financial Reporting Releases for guidance.
16.We note in note 1 to the financial statements the net cash used in operating activities by
the VIE entities of RMB28.3 million for 2020 compared to consolidated net cash provided
by operating activities of RMB97.8 million for 2020.  Please disclose the reason for the
negative cash flow of the VIE's, and how the positive cash flow was generated by the
remainder of the consolidated entity.
17.We note the balance of accounts receivable at December 31, 2020 is 28.4% of the amount
of revenue generated for 2020.  Please explain to us, and disclose as appropriate, the
reason for this apparent relatively high relationship.  Also explain the impacts on your
operating cash flow of carrying such a high balance of accounts receivable, whether you
have any concerns on the collectability of the balance, and your expectations on when the
balance will be collected.  In so doing, integrate into the explanation in more detail the
impact of increases in trade receivables in 2020 due to increases in amounts due from your
customers that are not obligated to make payment to you until they are paid by their
customers and delays in corporate operations across China due to the COVID-19
outbreak disclosed in the risk factor on page 18.
Capital Requirement, page 84
18.Please explain and provide the basis for your statement that capital requirements are a
barrier to entry in online education.  To the contrary, it would appear that barriers to entry
for online education are at historic lows due to the availability of platforms which allow
individuals to offer online classes in specific areas of expertise without significant
overhead expenses.

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Business, page 88
19.We note your disclosure in the third paragraph of this section that you are the seventh
largest digital content provider for higher education in China.  Please disclose the metric
upon which your ranking is measured and how the category is defined.  For instance, it is
unclear whether universities would be considered digital content providers for purposes of
these rankings.
Cutting-edge and Practical Educational Content, page 91
20.Describe the process by which you are able to ensure that your curriculum meets
applicable standards for professional certifications.  For example, it is unclear from your
disclosure whether your instructors liaise or otherwise collaborate with accrediting bodies
to develop course materials.
Established and Integrated Omni-channel Sales, page 91
21.Describe the terms of your agreements with higher education and library customers,
including term and termination provisions and applicable licensing restrictions.  To the
extent that these agreements are material, please file them as exhibits with your next
amendment.
Sales and Marketing, page 99
22.We note your reference to key performance indicators in this section.  Please revise to
disclose the key performance indicators, including non-financial indicators, and clarify
how they are used to manage the business.
Regulations on Foreign Exchange and Offshore Investment, page 108
23.Revise this section to state specifically how the regulations discussed apply to the
company and to describe the consequences to your business if you are not currently in
compliance or subsequently lapse into non-compliance.  In addition, please expand the
Regulations section to discuss the series of favorable policies to encourage talent
development and high quality online education resources in China which are referenced at
page 61 of your MD&A section and page 88 of the Business section.
Notes to the Consolidated Financial Statements
Note 1 - Organization and Business Description, page F-9
24.Please disclose whether there are any assets of any VIE that only can be used to settle
obligations of the VIE, and lack of recourse if creditors of any VIE have no recourse to
the general credit of the primary beneficiary.  Refer to ASC 810-10-50-3.

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General
25.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 communication.
            You may contact Ta Tanisha Meadows at (202) 551-3322 or Doug Jones at (202) 551-
3309 if you have questions regarding comments on the financial statements and related
matters.  Please contact Daniel Morris at (202) 551-3314 or Jacqueline Kaufman at (202) 551-
3797 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Steve Lin