SecProbe.io

CORRESP
 1
 filename1.htm

 September
11, 2025

 VIA
EDGAR

 Ms.
Marion Graham

 Division
of Corporation Finance

 Office
of Technology

 U.S.
Securities and Exchange Commission

 100
F Street, NE Washington, D.C. 20549

 Re:
 Lucas
 GC Limited (CIK No. 0001954694)

 Registration
 Statement on Form F-3 (File No. 333-286651)

 Dear
Ladies and Gentlemen:

 Pursuant
to Rule 461 of Regulation C ("Rule 461") promulgated under the Securities Act of 1933, as amended, Lucas GC Limited (the
"Company") hereby requests that the effectiveness of the above-referenced Registration Statement on Form F-3 (the "F-3
Registration Statement") be accelerated to, and that the F-3 Registration Statement become effective at 4:00 p.m. ET on September
15, 2025, or as soon as thereafter 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 Registration Statement in accordance with Rule 461.
Such request may be made by an executive officer of the Company or by any attorney from the Company's U.S. counsel, DLA Piper UK
LLP.

 Very
 truly yours,

 Lucas
 GC Limited

 By:
 /s/
 Howard Lee

 Name:

 Howard
 Lee

 Title:
 Chairman
 and Chief Executive Officer

CORRESP
 1
 filename1.htm

 August
29, 2025

 VIA
EDGAR

 Ms.
Marion Graham

 Division
of Corporation Finance

 Office
of Technology

 U.S.
Securities and Exchange Commission

 100
F Street, NE Washington, D.C. 20549

 Re:
 Lucas
 GC Limited (CIK No. 0001954694)

 Registration
 Statement on Form F-3 (File No. 333-286651)

 Withdrawal of Acceleration Request

 Dear
Ladies and Gentlemen:

 Reference
is made to our letter filed as correspondence via EDGAR on August 27, 2025, in which we requested the acceleration of the effective date
of the above-referenced Registration Statement for April 29, 2025 at 4:00 p.m. ET, or as soon as thereafter practicable in accordance
with Rule 461 of Regulation C promulgated under the Securities Act of 1933, as amended. We are no longer requesting that such Registration
Statement be declared effective at this time, and we hereby formally withdraw our request for acceleration of the effective date.

 Very
 truly yours,

 Lucas
 GC Limited

 By:
 /s/
 Howard Lee

 Name:
 Howard
 Lee

 Title:
 Chairman
 and Chief Executive Officer

CORRESP
 1
 filename1.htm

 August
27, 2025

 VIA
EDGAR

 Ms.
Marion Graham

 Division
of Corporation Finance

 Office
of Technology

 U.S.
Securities and Exchange Commission

 100
F Street, NE Washington, D.C. 20549

 Re:
 Lucas
 GC Limited (CIK No. 0001954694)

 Registration
 Statement on Form F-3 (File No. 333-286651)

 Dear
Ladies and Gentlemen:

 Pursuant
to Rule 461 of Regulation C ("Rule 461") promulgated under the Securities Act of 1933, as amended, Lucas GC Limited (the
"Company") hereby requests that the effectiveness of the above-referenced Registration Statement on Form F-3 (the "F-3
Registration Statement") be accelerated to, and that the F-3 Registration Statement become effective at 4:00 p.m. ET on August
29, 2025, or as soon as thereafter 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 Registration Statement in accordance with Rule 461.
Such request may be made by an executive officer of the Company or by any attorney from the Company's U.S. counsel, DLA Piper UK
LLP.

 Very
 truly yours,

 Lucas
 GC Limited

 By:
 /s/
 Howard Lee

 Name:

 Howard
 Lee

 Title:
 Chairman
 and Chief Executive Officer

CORRESP
 1
 filename1.htm

 June
13, 2025

 VIA
EDGAR

 Ms.
Marion Graham

 Division
of Corporate Finance

 Office
of Technology

 U.S.
Securities and Exchange Commission

 100
F Street, NE Washington, D.C. 20549

 Re:
 Lucas
 GC Limited (CIK No. 0001954694)

 Registration
 Statement on Form F-1 (File No. 333-286650)

 Dear
Ladies and Gentlemen:

 Pursuant
to Rule 461 of Regulation C ("Rule 461") promulgated under the Securities Act of 1933, as amended, Lucas GC 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. ET on June 17,
2025, or as soon as thereafter 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 Registration Statement in accordance with Rule 461.
Such request may be made by an executive officer of the Company or by any attorney from the Company's U.S. counsel, DLA Piper UK
LLP.

 The
Company understands that AC Sunshine Securities LLC, as the placement agent of the offering, has joined in this request in a separate
letter filed with the Securities and Exchange Commission today.

 [Signature
page follows]

 Very
 truly yours,

 Lucas
 GC Limited

 By:
 /s/
 Howard Lee

 Name:

 Howard
 Lee

 Title:
 Chairman
 and Chief Executive Officer

 [Signature
Page - Acceleration Request Letter - Company]

CORRESP
 1
 filename1.htm

 AC
Sunshine Securities LLC

 June
13, 2025

 VIA
EDGAR

 Ms.
Marion Graham

 Securities
and Exchange Commission

 Division
of Corporate Finance

 Office
of Technology

 U.S.
Securities and Exchange Commission

 100
F Street, NE Washington, D.C. 20549

 Re:
 Lucas
 GC Limited (CIK No. 0001954694)

 Registration
 Statement on Form F-1 (File No. 333-286650)

 Dear
Ladies and Gentlemen:

 Pursuant
to Rule 461 of Regulation C ("Rule 461") promulgated under the Securities Act of 1933, as amended, AC Sunshine Securities
LLC hereby joins the request of Lucas GC Limited 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. ET
on June 17, 2025, or as soon as thereafter practicable.

 In
connection with this acceleration request and pursuant to Rule 460 under the Securities Act, please be advised that there will be distributed
to each placement agent or dealer, who is reasonably anticipated to be invited to participate in the distribution of the securities,
as many copies, as well as "e-red" copies of the preliminary prospectus, as appears to be reasonable to secure adequate distribution
of the preliminary prospectus.

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

 Very
 truly yours,

 AC
 Sunshine Securities LLC

 By:
 /s/
 Ying Cui

 Name:
 Ying
 Cui

 Title:
 Chief
 Executive Officer

 cc:
 Cavas
 S. Pavri

 ARENTFOX
 SCHIFF LLP

CORRESP
 1
 filename1.htm

 AC
Sunshine Securities LLC

 June
9, 2025

 Via
EDGAR

 Securities
and Exchange Commission

 Division
of Corporation Finance

 Office
of Industrial Applications and Services

 100
F. Street, N.E.

 Mail
Stop 4631

 Washington,
D.C. 20549

 Re:
 Lucas
 GC Limited (CIK No. 0001954694)

 Registration
 Statement on Form F-1 (File No. 333-286650)

 Withdrawal
 of Acceleration Request

 Ladies
and Gentlemen:

 Reference
is made to our letter, filed as correspondence with the U.S. Securities and Exchange Commission via EDGAR on June 5, 2025, in which we
joined Lucas GC Limited in requesting the acceleration of the effective date of the above-captioned Registration Statement for June 9,
2025, at 4:00 p.m. Eastern Time, or as soon as practicable thereafter, in accordance with Rule 461 under the Securities Act of 1933,
as amended. We hereby formally withdraw our prior request for acceleration of the effective date of the above-captioned Registration
Statement.

 Very
 truly yours,

 AC
 Sunshine Securities LLC

 By:
 /s/
 Ying Cui

 Name:

 Ying
 Cui

 Title:
 Chief
 Executive Officer

 cc:
 Cavas
S. Pavri
 Laura
 Hemmann, Esq.

 ARENTFOX
 SCHIFF LLP
 iTKG
 Law LLC

CORRESP
 1
 filename1.htm

 June
9, 2025

 VIA
EDGAR

 Division
of Corporate Finance

 Office
of Technology

 U.S.
Securities and Exchange Commission

 100
F Street, NE Washington, D.C. 20549

 Re:
 Lucas
 GC Limited (CIK No. 0001954694)

 Registration
 Statement on Form F-1 (File No. 333-286650)
 Withdrawal
 of Acceleration Request

 Dear
Ladies and Gentlemen:

 Reference
is made to our letter, filed as correspondence via EDGAR on June 5, 2025, in which we requested the acceleration of the effective date
of the above-referenced Registration Statements for June 9, 2025 at 4:00 p.m. ET, or as soon as thereafter practicable in accordance
with Rule 461 of Regulation C promulgated under the Securities Act of 1933, as amended. We are no longer requesting that such Registration
Statements be declared effective at this time, and we hereby formally withdraw our request for acceleration of the effective date.

 [Signature
page follows]

 Very
 truly yours,

 Lucas
 GC Limited

 By:
 /s/
 Howard Lee

 Name:

 Howard
 Lee

 Title:
 Chairman
 and Chief Executive Officer

 [Signature
Page - Withdrawal of Acceleration Request Letter - Company]

CORRESP
 1
 filename1.htm

 June
5, 2025

 VIA
EDGAR

 Division
of Corporate Finance

 Office
of Technology

 U.S.
Securities and Exchange Commission

 100
F Street, NE Washington, D.C. 20549

 Re:
 Lucas GC Limited (CIK No.
 0001954694)

 Registration Statement on
 Form F-1 (File No. 333-286650)

 Dear
Ladies and Gentlemen:

 Pursuant
to Rule 461 of Regulation C ("Rule 461") promulgated under the Securities Act of 1933, as amended, Lucas GC 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. ET on
June 9, 2025, or as soon as thereafter 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 Registration Statement in accordance with Rule 461.
Such request may be made by an executive officer of the Company or by any attorney from the Company's U.S. counsel, DLA Piper UK
LLP.

 The
Company understands that AC Sunshine Securities LLC, as the placement agent of the offering, has joined in this request in a separate
letter filed with the Securities and Exchange Commission today.

 [Signature
page follows]

 Very
 truly yours,

 Lucas
 GC Limited

 By:
 /s/
 Howard Lee

 Name:

 Howard
 Lee

 Title:
 Chairman
 and Chief Executive Officer

 [Signature
Page - Acceleration Request Letter - Company]

CORRESP
 1
 filename1.htm

 AC
Sunshine Securities LLC

 June
5, 2025

 VIA
EDGAR

 Securities
and Exchange Commission

 Division
of Corporate Finance

 Office
of Technology

 U.S.
Securities and Exchange Commission

 100
F Street, NE Washington, D.C. 20549

 Re:
 Lucas
 GC Limited (CIK No. 0001954694)

 Registration
 Statement on Form F-1 (File No. 333-286650)

 Dear
Ladies and Gentlemen:

 Pursuant
to Rule 461 of Regulation C ("Rule 461") promulgated under the Securities Act of 1933, as amended, AC Sunshine
Securities LLC hereby joins the request of Lucas GC Limited 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. ET on June 9, 2025, or as soon as thereafter practicable.

 In
connection with this acceleration request and pursuant to Rule 460 under the Securities Act, please be advised that there will be distributed
to each placement agent or dealer, who is reasonably anticipated to be invited to participate in the distribution of the securities,
as many copies, as well as "e-red" copies of the preliminary prospectus, as appears to be reasonable to secure adequate distribution
of the preliminary prospectus.

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

 Very
 truly yours,

 AC
 Sunshine Securities LLC

 By:
 /s/ Ying
 Cui

 Name:
 Ying
 Cui

 Title:
 Chief
 Executive Officer

 cc:
 Cavas
 S. Pavri

 ARENTFOX
 SCHIFF LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 29, 2025

Howard Lee
Chief Executive Officer
Lucas GC Limited
Room 5A01, 4th Floor
Air China Building, Xiaoyun Road
Sanyuanqiao, Chaoyang District
Beijing 100027, China

 Re: Lucas GC Limited
 Registration Statement on Form F-3
 Filed April 21, 2025
 File No. 333-286651
Dear Howard Lee:

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

 Please refer to Rule 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 Marion Graham at 202-551-6521 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Technology
</TEXT>
</DOCUMENT>

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

Howard Lee
Chief Executive Officer
Lucas GC Limited
Room 5A01, 4th Floor
Air China Building, Xiaoyun Road
Sanyuanqiao, Chaoyang District
Beijing 100027, China

 Re: Lucas GC Limited
 Draft Registration Statement on Form F-1
 Submitted April 1, 2025
 CIK No. 0001954694
Dear Howard Lee:

 This is to advise you that we do not intend to review your registration
statement.

 We request that you publicly file your registration statement at least
two business
days prior to the requested effective date and time. Please refer to Rule 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 Marion Graham at 202-551-6521 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Technology
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

CORRESP

 February 29, 2024

VIA EDGAR

 Mr. Dave Edgar

Ms. Christine Dietz

 Ms. Lauren Pierce

Mr. Matthew Crispino

 Division of Corporate Finance

Office of Technology

 U.S. Securities and Exchange Commission

 100 F Street, NE

 Washington, D.C. 20549

Re:
 Lucas GC Limited (CIK No. 0001954694)

Registration Statement on Form F-1 (File No. 333-270107)

 Registration Statement on Form 8-A (File
No. 001-41658)

 Withdrawal of Acceleration Request

Resubmission of Acceleration Request

Dear Ladies and Gentlemen:

 Reference is made to
our letter, filed as correspondence via EDGAR on February 28, 2024, in which we requested the acceleration of the effective date of the above-referenced Registration Statement on Form F-1 (the “F-1 Registration Statement”) and Registration Statement on Form 8-A (the “8-A Registration Statement”,
together with the F-1 Registration Statement, the “Registration Statements”) for February 29, 2024 at 5:00 p.m. ET, or as soon as thereafter practicable in accordance with Rule 461 of
Regulation C (“Rule 461”) promulgated under the Securities Act of 1933, as amended.

 Withdrawal of Acceleration Request

We are no longer requesting that such Registration Statements be declared effective at this time, and we hereby formally withdraw our request
for acceleration of the effective date.

 Resubmission of Acceleration Request

Pursuant to Rule 461, Lucas GC Limited (the “Company”) hereby requests that the effectiveness of the F-1 Registration Statement be accelerated to, and that the F-1 Registration Statement become effective at 9:00 a.m. ET on March 4, 2024, or as soon as thereafter
practicable.

 The Company also requests that the 8-A Registration Statement, covering the ordinary
shares of the Company, be declared effective concurrently with the F-1 Registration Statement.

 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. Such request may be made by an executive officer of the Company or by any attorney from the Company’s U.S. counsel, DLA Piper UK LLP.

The Company understands that the underwriters have joined in this request in a separate letter filed with the Securities and Exchange Commission today.

[Signature page follows]

 Very truly yours,

Lucas GC Limited

By:

 /s/ Howard Lee

Name:

Howard Lee

Title:

Chairman and Chief Executive Officer

 [Signature Page — Withdrawal and Resubmission of Acceleration Request Letter — Company]

CORRESP
1
filename1.htm

CORRESP

 VIA EDGAR

February 29, 2024

 Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549

Re:
 Lucas GC Limited (CIK No. 0001954694)

Registration Statement on Form F-1 (File No. 333-270107)

 Registration Statement on Form 8-A (File
No. 001-41658)

 Ladies and Gentlemen:

Reference is made to our letter, filed as correspondence with the U.S. Securities and Exchange Commission via EDGAR on February 28, 2024,
in which we joined the request of Lucas GC Limited (the “Company”) regarding the acceleration of the effectiveness of the above-referenced Registration Statement on Form F-1 (the “F-1
Registration Statement”) and Registration Statement on Form 8-A (the “8-A Registration Statement”, together with the
F-1 Registration Statement, the “Registration Statements”) to 5:00 p.m. (Washington, D.C. time) on February 29, 2024.

Withdrawal of Acceleration Request

We hereby formally withdraw our prior request for acceleration of the effective date of such Registration Statements.

Resubmission of Acceleration Request

Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), Joseph Gunnar & Co., LLC, as
underwriter of the offering, hereby joins the request of the Company that the effective date of the Registration Statements be declared effective at 9:00 a.m. (Washington, D.C. time) on March 4, 2024, or as soon as practicable thereafter, or at
such other time as the Company or its outside counsel, DLA Piper UK LLP, request by telephone that such Registration Statements be declared effective.

In connection with this acceleration request and pursuant to Rule 460 under the Securities Act, please be advised that there will be
distributed to each underwriter or dealer, who is reasonably anticipated to be invited to participate in the distribution of the securities, as many copies, as well as “e-red” copies of the
preliminary prospectus, as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

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

Sincerely,

Joseph Gunnar & Co., LLC

By:

 /s/ Stephan Stein

Name:

Stephan A. Stein

Title:

President

CORRESP
1
filename1.htm

CORRESP

 February 28, 2024

VIA EDGAR

 Mr. Dave Edgar

Ms. Christine Dietz

 Ms. Lauren Pierce

Mr. Matthew Crispino

 Division of Corporate Finance

Office of Technology

 U.S. Securities and Exchange Commission

 100 F Street, NE

 Washington, D.C. 20549

Re:
 Lucas GC Limited (CIK No. 0001954694)

Registration Statement on Form F-1 (File No. 333-270107)

 Registration Statement on Form 8-A (File
No. 001-41658)

 Dear Ladies and Gentlemen:

Pursuant to Rule 461 of Regulation C (“Rule 461”) promulgated under the Securities Act of 1933, as amended, Lucas GC 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 5:00 p.m. ET on February 29, 2024, or as soon as thereafter practicable.

The Company also requests that the Registration Statement on Form 8-A under the Securities Exchange
Act of 1934, covering the ordinary shares of the Company, be declared effective concurrently with the F-1 Registration Statement (the 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. Such request may be made by an executive officer of the Company or by any attorney from the Company’s U.S.
counsel, DLA Piper UK LLP.

 The Company understands that the underwriters have joined in this request in a separate letter filed with the
Securities and Exchange Commission today.

 [Signature page follows]

 Very truly yours,

Lucas GC Limited

By:

/s/ Howard Lee

Name:

Howard Lee

Title:

Chairman and Chief Executive Officer

 [Signature Page — Acceleration Request Letter — Company]

CORRESP
1
filename1.htm

CORRESP

 VIA EDGAR

February 28, 2024

 Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549

Re:
 Lucas GC Limited (CIK No. 0001954694)

Registration Statement on Form F-1 (File No. 333-270107)

 Registration Statement on Form 8-A (File
No. 001-41658)

 Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), Joseph Gunnar & Co., LLC, as
underwriter of the offering, hereby joins the request of Lucas GC Limited (the “Company”) that the effective date of the above-referenced Registration Statement on Form F-1 (the “Registration
Statement”) be declared effective at 5:00 p.m. (Washington, D.C. time) on February 29, 2024, or as soon as practicable thereafter, or at such other time as the Company or its outside counsel, DLA Piper UK LLP, request by telephone that
such Registration Statement be declared effective.

 In connection with this acceleration request and pursuant to Rule 460 under the
Securities Act, please be advised that there will be distributed to each underwriter or dealer, who is reasonably anticipated to be invited to participate in the distribution of the securities, as many copies, as well as “e-red” copies of the preliminary prospectus, as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

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

Sincerely,

Joseph Gunnar & Co., LLC

By:

/s/ Stephan A. Stein

Name:

Stephan A. Stein

Title:

President

CORRESP
1
filename1.htm

CORRESP

 VIA EDGAR

November 20, 2023

 Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549

Re:
 Lucas GC Limited (CIK No. 0001954694)

Registration Statement on Form F-1 (File No. 333-270107)

 Registration Statement on Form 8-A (File
No. 001-41658)

 Ladies and Gentlemen:

Reference is made to our letter, filed as correspondence with the U.S. Securities and Exchange Commission via EDGAR on November 15, 2023,
in which we joined the request of Lucas GC Limited regarding the acceleration of the effectiveness of the above-referenced Registration Statement on Form F-1 (the “F-1 Registration Statement”) and
Registration Statement on Form 8-A (the “8-A Registration Statement”, together with the F-1 Registration Statement, the
“Registration Statements”) to 4:05 p.m. (Washington, D.C. time) on November 20, 2023. We hereby formally withdraw our prior request for acceleration of the effective date of such Registration Statements.

Sincerely,

Prime Number Capital LLC

By:

/s/ Xiaoyan Jiang

Name:

Xiaoyan Jiang

Title:

CEO & Chairwoman

Sincerely,

JonesTrading Institutional Services LLC

By:

/s/ Burke Cook

Name:

Burke Cook

Title:

General Counsel

CORRESP
1
filename1.htm

CORRESP

 November 20, 2023

VIA EDGAR

 Mr. Dave Edgar

Ms. Christine Dietz

 Ms. Lauren Pierce

Mr. Matthew Crispino

 Division of Corporate Finance

Office of Technology

 U.S. Securities and Exchange Commission

 100 F Street, NE

 Washington, D.C. 20549

Re:
 Lucas GC Limited (CIK No. 0001954694)

Registration Statement on Form F-1 (File No. 333-270107)

 Registration Statement on Form 8-A (File
No. 001-41658)

 Withdrawal of Acceleration Request

Dear Ladies and Gentlemen:

 Reference is made to
our letter, filed as correspondence via EDGAR on November 15, 2023, in which we requested the acceleration of the effective date of the above-referenced Registration Statements for November 20, 2023 at 4:05 p.m. ET, or as soon as thereafter
practicable in accordance with Rule 461 of Regulation C promulgated under the Securities Act of 1933, as amended. We are no longer requesting that such Registration Statements be declared effective at this time, and we hereby formally withdraw our
request for acceleration of the effective date.

 [Signature page follows]

Very truly yours,

Lucas GC Limited

By:

 /s/ Howard Lee

Name:

Howard Lee

Title:

Chairman and Chief Executive Officer

 [Signature Page — Withdrawal of Acceleration Request Letter — Company]

CORRESP
1
filename1.htm

CORRESP

 VIA EDGAR

November 15, 2023

 Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549

Re:
 Lucas GC Limited (CIK No. 0001954694)

 Registration Statement on Form F-1 (File No. 333-270107)

 Registration Statement on Form 8-A (File No. 001-41658)

Ladies and Gentlemen:

 Pursuant to Rule 461
under the Securities Act of 1933, as amended (the “Securities Act”), Prime Number Capital LLC and JonesTrading Institutional Services LLC, as underwriters of the offering, hereby join the request of Lucas GC Limited (the
“Company”) that the effective date of the above-referenced Registration Statement on Form F-1 (the “Registration Statement”) be declared effective at 4:05 p.m. (Washington, D.C. time) on November 20, 2023, or as soon as
practicable thereafter, or at such other time as the Company or its outside counsel, DLA Piper UK LLP, request by telephone that such Registration Statement be declared effective.

In connection with this acceleration request and pursuant to Rule 460 under the Securities Act, please be advised that there will be
distributed to each underwriter or dealer, who is reasonably anticipated to be invited to participate in the distribution of the securities, as many copies, as well as “e-red” copies of the preliminary prospectus, as appears to be
reasonable to secure adequate distribution of the preliminary prospectus.

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

Sincerely,

Prime Number Capital LLC

 By:

 /s/ Xiaoyan Jiang

 Name:

Xiaoyan Jiang

 Title:

CEO & Chairwoman

Sincerely,

JonesTrading Institutional Services LLC

 By:

 /s/ Burke Cook

 Name:

Burke Cook

 Title:

General Counsel

CORRESP
1
filename1.htm

CORRESP

 November 15, 2023

VIA EDGAR

 Mr. Dave Edgar

Ms. Christine Dietz

 Ms. Lauren Pierce

Mr. Matthew Crispino

 Division of Corporate Finance

Office of Technology

 U.S. Securities and Exchange Commission

 100 F Street, NE

 Washington, D.C. 20549

Re:
 Lucas GC Limited (CIK No. 0001954694)

Registration Statement on Form F-1 (File
No. 333-270107)

 Registration Statement on Form 8-A (File No. 001-41658)

Dear Ladies and Gentlemen:

 Pursuant to
Rule 461 of Regulation C (“Rule 461”) promulgated under the Securities Act of 1933, as amended, Lucas GC 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 4:05 p.m. ET on November 20, 2023, or as soon as thereafter practicable.

The Company also requests that the Registration Statement on Form 8-A under the Securities Exchange Act of 1934, covering the ordinary shares
of the Company, be declared effective concurrently with the F-1 Registration Statement (the 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. Such request may be made by an executive officer of the Company or by any attorney from the Company’s U.S.
counsel, DLA Piper UK LLP.

 The Company understands that the underwriters have joined in this request in a separate letter filed with the
Securities and Exchange Commission today.

 [Signature page follows]

 Very truly yours,

Lucas GC Limited

By:

 /s/ Howard Lee

Name:

Howard Lee

Title:

Chairman and Chief Executive Officer

 [Signature Page — Acceleration Request Letter — Company]

CORRESP
1
filename1.htm

CORRESP

 DLA Piper UK LLP Beijing Representative Office

20th Floor, South Tower, Beijing Kerry Center

 1 Guanghua Road,
Chaoyang District

 Beijing 100020, China

 T +86 10 8520
0600

 F +86 10 8520 0700

 W www.dlapiper.com

 November 2, 2023

Via EDGAR

 Division of Corporate Finance

Office of Technology

 Securities and Exchange Commission

Washington, D.C. 20549

Attn:
 Mr. Dave Edgar

 
 Ms. Christine Dietz

 
 Ms. Lauren Pierce

 
 Mr. Matthew Crispino

Re:
 Lucas GC Ltd.

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

 
 Filed October 27, 2023

 
 File No. 333-270107

Dear Mr. Edgar, Ms. Dietz, Ms. Pierce, and Mr. Crispino:

On behalf of Lucas GC Ltd, a Cayman Islands exempted company (the “Company”), we submit to the staff (the “Staff”) of the
Securities and Exchanges Commission (the “Commission”) this letter setting forth the Company’s responses to the comments contained in the Staff’s letter dated November 1, 2023 on the Company’s Amendment No. 4 to
Registration Statement on Form F-1 previously filed on October 27, 2023 (the “Registration Statement”).

Concurrently with the submission of this letter, the Company is filing Amendment No. 5 to its registration statement on Form F-1 (the “Revised Registration Statement”) with exhibits via EDGAR to the Commission. The Company expects to launch the initial public offering in early November. Should the Staff have any further comments
on the Company’s registration statement, we would be grateful if the Staff could let us know as soon as possible.

 The Staff’s
comments are repeated below in bold and are followed by the Company’s responses. We have included page references in the Revised Registration Statement where the language addressing a particular comment appears. Capitalized terms used but not
otherwise defined herein have the meanings set forth in the Revised Registration Statement.

 Amendment No. 4 to Form F-1 filed October 27, 2023

 Consolidated Financial Statements

Note 2. Summary of significant accounting policies

(d) Convenience translation, page F-9

1.
 We note that your convenience translation is based on the rate as of December 31, 2022. Please revise
to apply the exchange rate as of the most recent balance sheet date included in the filing, June 30, 2023, or as of the most recent date practicable, if materially different. Refer to Rule 3-20 (b)(1) of
Regulation S-X and prior comment 29 of our comment letter dated December 23, 2022.

In response to the Staff’s comments, the Company has revised the disclosure throughout the Revised Registration Statement in accordance
with the Staff’s instructions.

 Unaudited Condensed Consolidated Financial Statements

Note 14. Subsequent events, page F-53

2.
 Please revise to disclose the specific date through which you evaluated subsequent events. Refer to ASC 855-10-50-1(a) and to prior comment 37 of our comment letter dated December 23, 2022.

In response to the Staff’s comments, the Company has revised the disclosure on page F-53 in the
Revised Registration Statement in accordance with the Staff’s instructions.

 Thank you for your assistance in this matter. You may contact the undersigned by phone at
(+86) 10 8520 0616 or via e-mail at yang.ge@dlapiper.com.

Very truly yours,

/s/ Yang Ge

Yang Ge

United States securities and exchange commission logo
November 1, 2023
Howard Lee
Chief Executive Officer
Lucas GC Ltd
Room 5A01, 4th Floor
Air China Building, Xiaoyun Road
Sanyuanqiao, Chaoyang District
Beijing 100027, China
Re:Lucas GC Ltd
Amendment No. 4 to Registration Statement on Form F-1
Filed October 27, 2023
File No. 333-270107
Dear Howard Lee:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Amendment No. 4 to Form F-1 filed October 27, 2023
Consolidated Financial Statements
Note 2. Summary of significant accounting policies
(d) Convenience translation, page F-9
1.We note that your convenience translation is based on the rate as of December 31,
2022. Please revise to apply the exchange rate as of the most recent balance sheet date
included in the filing, June 30, 2023, or as of the most recent date practicable, if materially
different. Refer to Rule 3-20 (b)(1) of Regulation S-X and prior comment 29 of our
comment letter dated December 23, 2022.

 FirstName LastNameHoward Lee
 Comapany NameLucas GC Ltd
 November 1, 2023 Page 2
 FirstName LastName
Howard Lee
Lucas GC Ltd
November 1, 2023
Page 2
Unaudited Condensed Consolidated Financial Statements
Note 14. Subsequent events, page F-53
2.Please revise to disclose the specific date through which you evaluated subsequent events.
Refer to ASC 855-10-50-1(a) and to prior comment 37 of our comment letter dated
December 23, 2022.
            Please contact Dave Edgar at 202-551-3459 or Chris Dietz at 202-551-3408 if you have
questions regarding comments on the financial statements and related matters. Please contact
Lauren Pierce at 202-551-3887 or Matthew Crispino at 202-551-3456 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Yang Ge

CORRESP
1
filename1.htm

CORRESP

 March 31, 2023

VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549

Re:

Lucas GC Limited

Registration Statement on Form F-1

Filed February 28, 2023

File No. 333-270107

 Withdrawal of Acceleration Request - Registration Statement on Form
F-1/A (File No. 333-270107)

 Ladies and Gentlemen:

As the underwriter of the proposed offering of Lucas GC Ltd. (the “Company”), we hereby withdraw our prior letter to join the
acceleration request of the Company dated March 31, 2023 for the above-referenced Registration Statement.

Very truly yours,

The Benchmark Company, LLC

By:

/s/ Michael S. Jacobs

Name:

Michael S. Jacobs

Title:

Head of Equity Capital Markets

CORRESP
1
filename1.htm

CORRESP

 Lucas GC Limited

Room 5A01, 4th Floor, Air China Building, Xiaoyun Road

Sanyuanqiao, Chaoyang District

Beijing, China

March 31, 2023

 VIA EDGAR

U.S. Securities and Exchange Commission

 100 F Street, N.E.

Washington, D.C. 20549

 Attention: Lauren Pierce and Matthew
Crispino

Re:

Lucas GC Limited

Registration Statement on Form F-1

Filed February 28, 2023

File No. 333-270107

 Withdrawal of Acceleration Request - Registration Statement on Form
F-1/A (File No. 333-270107)

 Dear Sir or Madam:

Reference is made to our letter, filed as correspondence via EDGAR on March 31, 2023 in which we requested the effective date of the
above-captioned Registration Statement (File No. 333-270107) on Form F-1/A be accelerated so that it would be declared effective at 5:00 p.m. EST on Friday,
March 31, 2023, or as soon as thereafter practicable, in accordance with Rule 461 under the Securities Act of 1933, as amended. We withdraw the request and we are no longer requesting that such Registration Statement be declared effective at
this time and we hereby formally withdraw our request for acceleration of the effective date.

Very truly yours,

 /s/ Howard Lee

Howard Lee

Chief Executive Officer

cc:
 DLA Piper UK LLP

 ArentFox Schiff LLP

CORRESP
1
filename1.htm

CORRESP

 March 31, 2023

VIA EDGAR

 U.S. Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549

Re:
 Lucas GC Ltd.

Registration Statement on Form F-1, as amended (File
No. 333-270107)

 Request for Acceleration of Effective Date

Ladies and Gentlemen:

 In accordance with Rule
461 under the Securities Act of 1933, as amended (the “Act”), The Benchmark Company, LLC, as representative of several underwriters, hereby joins Lucas GC Ltd. (the “Company”) in requesting that the Securities and Exchange
Commission take appropriate action to cause the Registration Statement on Form F-1 (File No. 333-270107) (the “Registration Statement”) to
become effective on March 31, 2023, at 5:00 p.m., Eastern Time, or as soon thereafter as practicable, or at such other time as the Company or its outside counsel, DLA Piper UK LLP, request by telephone that such Registration Statement be
declared effective.

 In connection with this acceleration request and pursuant to Rule 460 under the Securities Act, please be advised
that there will be distributed to each underwriter or dealer, who is reasonably anticipated to be invited to participate in the distribution of the securities, as many copies, as well as “e-red”
copies of the preliminary prospectus, dated March 22, 2023, as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

The undersigned advise that they have complied and will continue to comply with, and that they have been informed by the participating
underwriters and dealers that they have complied with and will continue to comply with, the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

Very truly yours,

The Benchmark Company, LLC

 By:

 /s/ Michael S. Jacobs

 Name:

Michael S. Jacobs

 Title:

Head of Equity Capital Markets

 DC:82444740.1

CORRESP
1
filename1.htm

CORRESP

 Lucas GC Limited

Room 5A01, 4th Floor, Air China Building, Xiaoyun Road

Sanyuanqiao, Chaoyang District

Beijing, China

March 31, 2023

 VIA EDGAR

 U.S. Securities and Exchange Commission

 100 F
Street, N.E.

 Washington, D.C. 20549

 Attention: Lauren
Pierce and Matthew Crispino

Re:
 Lucas GC Limited

Registration Statement on Form F-1

Filed February 28, 2023

File No. 333-270107

Dear Ms. Pierce and Mr. Crispino:

 Pursuant to
Rule 461 under the Securities Act of 1933, as amended, Lucas GC Limited hereby requests acceleration of effectiveness of the above referenced Registration Statement so that it will become effective at 5:00 p.m. EST on Friday,
March 31, 2023, or as soon as thereafter practicable.

Very truly yours,

 /s/ Howard Lee

Howard Lee

Chief Executive Officer

cc:

 DLA Piper UK LLP

 ArentFox Schiff
LLP

United States securities and exchange commission logo
February 17, 2023
Howard Lee
Chief Executive Officer
Lucas GC Ltd
Room 5A01, 4th Floor
Air China Building, Xiaoyun Road
Sanyuanqiao, Chaoyang District
Beijing 100027, China
Re:Lucas GC Ltd
Amendment No. 2 to Draft Registration Statement on Form F-1
Submitted February 3, 2023
CIK No. 0001954694
Dear Howard Lee:
            We have reviewed your amended draft registration statement and have the following
comment. In our comment, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by 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 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 comment and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form F-1 submitted February 3, 2023
Cover Page
1.To the extent you intend to proceed with your offering if your NASDAQ listing is denied,
revise your cover page to indicate that the offering is not contingent
on NASDAQ approval of your listing application and that if the shares are
not approved for listing, you may experience difficulty selling your shares. Ensure similar
disclosure is included in your risk factor disclosure.

 FirstName LastNameHoward Lee
 Comapany NameLucas GC Ltd
 February 17, 2023 Page 2
 FirstName LastName
Howard Lee
Lucas GC Ltd
February 17, 2023
Page 2
            You may contact Dave Edgar, Senior Staff Accountant, at (202) 551-3459 or Christine
Dietz, Senior Staff Accountant, at (202) 551-3408 if you have questions regarding comments on
the financial statements and related matters. Please contact Lauren Pierce, Staff Attorney, at
(202) 551-3887 or Matthew Crispino, Staff Attorney, at (202) 551-3456 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Yang Ge

United States securities and exchange commission logo
January 25, 2023
Howard Lee
Chief Executive Officer
Lucas GC Ltd
Room 5A01, 4th Floor
Air China Building, Xiaoyun Road
Sanyuanqiao, Chaoyang District
Beijing 100027, China
Re:Lucas GC Ltd
Amendment No. 1 to Draft Registration Statement on Form F-1
Submitted January 9, 2023
CIK No. 0001954694
Dear Howard Lee:
            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. Unless we note otherwise, our references to prior comments are to comments in our
December 23, 2022 letter.
Amendment No. 1 to Draft Registration Statement on Form F-1 submitted January 9, 2023
Prospectus Summary
Risk Factors Summary, page 11
1.We note your response to prior comment 2 and that you removed from the cover page the
statement that you do not believe there will be material effects on your Hong Kong
subsidiaries’ operations and financial results resulting from the legal and operational risks
relating to the PRC regulations. Please remove the statement from this section as well.

 FirstName LastNameHoward Lee
 Comapany NameLucas GC Ltd
 January 25, 2023 Page 2
 FirstName LastNameHoward Lee
Lucas GC Ltd
January 25, 2023
Page 2
Capitalization, page 64
2.We note your revised disclosures in response to prior comment 12.  Please further revise
to include a line for mezzanine equity.  Also, revise to label the middle column as "pro
forma" rather than "pro forma as adjusted."
Business
Our Customers, page 123
3.We note that in response to prior comment 21, you removed the cross-reference to risk
factor disclosure regarding your customer concentration. To the extent material, please
provide risk factor disclosure regarding the risks caused by the concentration among your
customers. Additionally, please disclose the percentage of your users who are individuals
seeking jobs, corporations posting jobs, or talent scouts seeking to match candidates with
positions.
Shares Eligible for Future Sale, page 158
4.Your disclosure that your "ordinary shares have been approved for listing on the Nasdaq"
is inconsistent with the disclosure elsewhere that you will apply for listing on the Nasdaq.
Please revise or advise.
Consolidated Financial Statements
Note 2. Summary of Significant Accounting Policies
(k) Revenue recognition, page F-11
5.We note your revised disclosures in response to prior comment 31.  Please revise to
disclose the typical payment terms of your arrangements, as well as any cancellation or
termination provisions.  Refer to ASC 606-10-50-12(b) and (d).
Outsourcing Services, page F-12
6.We note your response to prior comment 34.  Please revise your disclosures to clarify the
nature of the work performed in these arrangements, and that you recognize revenue upon
project completion, as indicated in your response.  Refer to ASC 606-10-50-12(a) and (c).
Permanent employment services, page F-12
7.Your response to prior comment 32 indicates that the completion of the probation period
is the point in time when the PO is deemed satisfied and the customer accepts transfer of
control as a proven qualified employee in the long term.  Please tell us how you
considered the guidance in ASC 606-10-55-85 through 55-88.  In this regard, explain to us
whether customer acceptance is based on objective or subjective criteria and include some
examples of typical customer specifications in your arrangements.  Also, tell us your
experience with contracts for similar services, whether compliance with specifications in
these types of contracts has been demonstrated in the past and how you considered that in

 FirstName LastNameHoward Lee
 Comapany NameLucas GC Ltd
 January 25, 2023 Page 3
 FirstName LastName
Howard Lee
Lucas GC Ltd
January 25, 2023
Page 3
determining when control transfers.  Specifically, tell us how often your customers have
determined candidates are not qualified for the job in the long term during the probation
period and whether you have replaced candidates.
8.Please tell us whether you track the number of candidates that do not pass the probation
period.  If this information is tracked, tell us the number of candidates placed in the period
compared to the number that did not pass the probation period.  Please provide this
information for the year ended December 31, 2021 and for the six months ended June 30,
2022.
Item 7. Recent Sales of Unregistered Securities, page II-2
9.We note your disclosure in the prospectus that you have issued redeemable preferred
shares as part of your financing activities. Please disclose the quantity and holders of your
preferred shares in this section.  Also, disclose the terms of the preferred shares in the
Description of Share Capital section.
General
10.Please update your financial statements in accordance with Item 8.A.4 of Form 20-F or
include the representations noted in Instruction 2 thereto as an exhibit to your registration
statement.
            You may contact Dave Edgar, Senior Staff Accountant, at (202) 551-3459 or Christine
Dietz, Senior Staff Accountant, at (202) 551-3408 if you have questions regarding comments on
the financial statements and related matters. Please contact Lauren Pierce, Staff Attorney, at
(202) 551-3887 or Matthew Crispino, Staff Attorney, at (202) 551-3456 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Yang Ge

United States securities and exchange commission logo
December 23, 2022
Howard Lee
Chief Executive Officer
Lucas GC Ltd
Room 5A01, 4th Floor
Air China Building, Xiaoyun Road
Sanyuanqiao, Chaoyang District
Beijing 100027, China
Re:Lucas GC Ltd
Draft Registration Statement on Form F-1
Submitted November 21, 2022
CIK No. 0001954694
Dear Howard Lee:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form F-1 submitted on November 21, 2022
Cover Page
1.Please disclose clearly the entity, including the domicile, in which investors are
purchasing an interest. Disclose that investors may never hold equity interests in the
Chinese operating entities. Additionally, please provide a description of how cash is
transferred through your organization. State whether any transfers, dividends, or
distributions have been made to date between the holding company and its subsidiaries or
to investors, and quantify the amounts where applicable. Provide cross-references to the
financial statements.

 FirstName LastNameHoward Lee
 Comapany NameLucas GC Ltd
 December 23, 2022 Page 2
 FirstName LastName
Howard Lee
Lucas GC Ltd
December 23, 2022
Page 2
2.We note your statement here and on page 11 that you do not believe there will be material
effects on your Hong Kong subsidiaries’ operations and financial results resulting from
the legal and operational risks relating to the PRC regulations.  Please remove this
language as it appears to contradict your other disclosure that you are “subject to the risks
of uncertainty about any future actions the Chinese government or authorities in Hong
Kong may take...which could result in a material adverse change to our business,
prospects, financial condition, and results of operations, and the value of our
securities.” Also, disclose that the PRC government has significant authority to intervene
or influence your Hong Kong operations at any time.
Prospectus Summary, page 1
3.Please describe the consequences to you and your investors if you or your subsidiaries: (i)
do not receive or maintain permissions or approvals from the CSRC, CAC, or any other
governmental agency that is required to approve the your subsidiaries' operations, (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. Additionally, provide a clear description of how
cash is transferred through your organization. Quantify any cash flows and transfers of
other assets by type that have occurred between the holding company and your
subsidiaries, and direction of transfer. Similarly quantify dividends or distributions made
to U.S. investors, the source, and their tax consequences. Your disclosure should make
clear if no transfers, dividends, or distributions have been made to date.
Corporate History and Structure
Our Corporate History and Structure, page 5
4.Please revise to disclose, as a footnote to the diagram, the founders' and any other
significant investors' ownership percentages.
Corporate History and Structure, page 6
5.We note that the dashed line indicating which entities are "offshore" versus "onshore" is
positioned so that entities organized in Hong Kong are deemed "offshore." Please move
the line so that "onshore" includes Hong Kong-based entities. Revise the graphic on page
68 accordingly.
Implications of Being an Emerging Growth Company, page 7
6.You disclose that you have elected to take advantage of the extended transition period for
complying with new or revised accounting standards.  Please revise here and on page F-16
to state that as a result of your election, your financial statements may not be comparable
to companies that comply with public company effective dates.

 FirstName LastNameHoward Lee
 Comapany NameLucas GC Ltd
 December 23, 2022 Page 3
 FirstName LastName
Howard Lee
Lucas GC Ltd
December 23, 2022
Page 3
Conventions That Apply to This Prospectus, page 9
7.We note that your definition of "China" or the "PRC" excludes Hong Kong and Macau.
Please revise your disclosure to remove the exclusion of Hong Kong and Macau from
your definition of "China" or the "PRC."
The Offering, page 15
8.Your statements that you have applied for your ordinary shares to be listed on the Nasdaq
and that your ordinary shares "will not be listed on any exchange" appear to contradict
each other. Please revise.
9.You indicate that the offering price per ordinary share will be "US0.00001" per ordinary
share. Please revise or advise.
Risk Factors, page 17
10.We note your disclosure that you will be a controlled company following the business
combination. Please add a risk factor that discusses the effect, risks, and uncertainties of
being designated a controlled company.
We are subject to risks relating to our leased properties., page 28
11.Please disclose what actions you are taking to register your leased properties with the PRC
governmental authorities or find alternative locations for your operations. If material,
disclose the approximate amount you anticipate paying if PRC authorities fine you for
your noncompliance. Please disclose the likelihood that you will need to pay such fines
and describe any other consequences that may result from your noncompliance.
Capitalization, page 63
12.Please revise to present, in a separate column before the offering, the pro forma effect of
the October 2022 agreements which resulted in the reclassification of the redeemable
preferred shares from mezzanine to permanent equity.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Key Factors that Affect Operating Results, page 69
13.You disclose that as of June 30, 2022, you had approximately 380,000 active registered
users on your proprietary platforms.  We further note your disclosure on page 106
indicating that as of June 30, 2020, you had approximately 100,000 such users.  Please
revise your disclosures in this section to define an active registered user and to disclose
the precise number of active registered users as of each period end date presented in the
filing.  Refer to SEC Release No. 33-10751.

 FirstName LastNameHoward Lee
 Comapany NameLucas GC Ltd
 December 23, 2022 Page 4
 FirstName LastName
Howard Lee
Lucas GC Ltd
December 23, 2022
Page 4
14.Please tell us tell us whether you monitor the number of clients and/or successful job
placements and if so what consideration was given to disclosing these metrics.  Refer to
SEC Release No. 33-10751.
Impact of COVID-19 on Our Operations and Financial Performance, page 71
15.Please disclose whether, and if applicable, how, you have been materially affected by the
COVID-19 pandemic.
Liquidity and Capital Resources, page 82
16.Revise to disclose cash and cash equivalents disaggregated by currency denomination.
Contractual Obligations, page 86
17.Please provide a conversion of your operating lease payment obligations from RMB to
USD.
Industry Overview
Competitive Landscape, page 102
18.Please identify the companies against which you compare yourself in the table on this
page.
Business
Our Strengths, page 106
19.Please describe trends in your active registered users' usage of your platform. For
example, disclose what percentage of your users are individuals seeking jobs, corporations
posting jobs, or talent scouts seeking to match candidates with positions. Disclose the
average or median amount of time your users spend seeking either a position or a
candidate. To the extent possible, compare the success and speed of your corporate and
individual users to that of your competitors. Disclose your user turnover or how long your
users maintain their accounts.
Our Strategies
Expand geographical footprint, page 109
20.We note that publicity materials that you have provided online list your locations as
being Los Angeles, Beijing, Shanghai, Hong Kong, Taipei, Seoul, Madrid,
and Chicago. Please clearly disclose in which countries you currently operate and have
offices. If you derive revenue from multiple countries or global regions, please disclose
the percentage of revenue from each.

 FirstName LastNameHoward Lee
 Comapany NameLucas GC Ltd
 December 23, 2022 Page 5
 FirstName LastName
Howard Lee
Lucas GC Ltd
December 23, 2022
Page 5
Our Customers, page 121
21.Please disclose your number of corporate customers for the six months ended June 30,
2022.  Also, we note reference in this section to a risk factor titled "We depend on a
limited number of clients for a significant portion of our revenues and the loss of one or
more of these clients could adversely affect our business, financial condition, and results
of operations."  We are unable to locate this risk factor.  Please advise.
Management
Directors and Executive Officers, page 137
22.Please describe Howard Lee's activities between 2016 and 2022.
Principal Shareholders, page 143
23.Please disclose the natural persons who have voting or dispositive power with respect to
the shares held by 51job, Inc. and MLT Holding Limited.
Related Party Transactions, page 145
24.Please disclose the nature of your relationship with Beagledata.
Consolidated Financial Statements
Consolidated Balance Sheets, page F-3
25.We note that "advance to suppliers" represented approximately 27% of your total assets as
of December 31, 2021.  Please tell us, and revise to disclose, the nature of this asset as
well as your accounting policy.  As part of your response, explain why there has been
such a significant increase in the balance.
Consolidated Statements of Cash Flows, page F-6
26.We note that you have presented cash outflows for the purchase of short-terms
investments net of maturities and/or sales.  Please revise to separately classify cash
inflows from sales and/or maturities of short-term investments.  Refer to ASC 230-10-45-
11.
Notes to Consolidated Financial Statements
Note 1. Principal activities and organization, page F-7
27.We note your reference to "indirectly owned" subsidies as well as your disclosure in the
table on page F-8 that refers to "Percentage of Effective Ownership."  However, your
disclosure on the cover page indicates that you have a direct equity ownership structure.
Please advise or revise.

 FirstName LastNameHoward Lee
 Comapany NameLucas GC Ltd
 December 23, 2022 Page 6
 FirstName LastName
Howard Lee
Lucas GC Ltd
December 23, 2022
Page 6
(f) Short-term investments, page F-9
28.You disclose that you consider your short-term investments to be available for sale
investments or held to maturity investments.  Please revise to provide the disclosures
required by ASC 320-10-50.
Note 2. Summary of Significant Accounting Policies
(d) Convenience translation, page F-9
29.We note that your convenience translation is based on the rate as of December 31, 2021.
Please revise to apply the exchange rate as of the most recent balance sheet date included
in the filing, June 30, 2022, or as of the most recent date practicable, if materially
different.  Refer to Rule 3-20 (b)(1) of Regulation S-X.
(j) Revenue recognition, page F-11
30.You describe your revenues as "net revenues" throughout MD&A.  Please revise to
disclose what your revenues are net of.
31.Please revise to expand your disclosures regarding the typical terms of your arrangements,
including but not limited to, payment terms as well as cancellation or refund provisions, if
any.  Refer to ASC 606-10-50-12.
Permanent employment services, page F-11
32.We note that revenue from permanent employment services is recognized when the
candidate passes the probation period.  Please tell us the following:
•Explain how you concluded that the transfer of control occurs at the completion of
the probation period and not once the candidate is placed.  In this regard, tell us who
is able to direct the use of, and obtain substantially all of the benefits from the asset
(i.e. the candidate) during the probation period.  Refer to ASC 606-10-25-23 and 25;
•Tell us whether there are any services provided by you to the customer during the
probation period; and
•Tell us how long the typical probation period is and explain what consideration was
given to whether the probation period is variable consideration (i.e. a refund
provision) that should be estimated.
Recruitment Services
Flexible employment services, page F-11
33.Please address the following for flexible employment services:
•You disclose that contract consideration is determined by the quantity of the
services delivered times price per unit.  Revise to clarify, if true, that the quantity of
services delivered is hours worked, and the price per unit is an hourly pay rate.
Alternatively, revise to further explain what the quantity of services and price per
unit represents; and

 FirstName LastNameHoward Lee
 Comapany NameLucas GC Ltd
 December 23, 2022 Page 7
 FirstName LastName
Howard Lee
Lucas GC Ltd
December 23, 2022
Page 7
•You disclose that revenue is recognized either at a point-in-time or over time "in
accordance with the specified services content provided."  Revise to disclose the
circumstances that give rise to point-in-time recognition and those where revenue is
recognized over time.  Refer to ASC 606-10-50-12(a).  As part of your response,
explain to us how you determined the pattern of recognition for these services and
refer to ASC 606-10-25-27 and ASC 606-10-25-30.
Outsourcing Services, page F-12
34.We note that outsourcing service revenues are recognized at a point in time when the
service is delivered.  Please explain your basis for recognizing outsourcing revenue at a
point in time rather than over time and tell us how you considered the guidance in ASC
606-10-25-27 and ASC 606-10-25-30.
Note 3. Fair value measurements, page F-17
35.We note that your investments in wealth management products issued by commercial
banks are classified within level 1 of the fair value hierarchy and that the fair value is
"provided by banks" at the end of each period.  Please tell us how you concluded that
classification within level 1 is appropriate and explain how the values provided by
commercial banks represent quoted prices in active markets for identical assets that you
can access at the measurement date.  Refer to ASC 820-10-35-40 through 46.
Note 5. Software and equipment, net, page F-18
36.Please describe the nature of the software, tell us whether the software is internally
developed software or capitalized software, and revise to disclose your accounting policy
for these assets.  As part of your response, tell us how you determined that an estimated
useful life of ten years is appropriate for software, including how you considered
obsolescence, competition and other factors in your determination.
Note 16. Subsequent events, page F-30
37.Please revise to disclose the specific date through which you evaluated subsequent events,
as required by ASC 855-10-50-1(a).  Similar concerns apply to your discourse on page F-
44.
Unaudited Consolidated Financial Statements, page F-31
38.We note you refer to the "accompanying unaudited condensed financial statements" on
page F-35.  Please revise to label the June 30, 2022 financial statements as "Condensed."

 FirstName LastNameHoward Lee
 Comapany NameLucas GC Ltd
 December