SecProbe.io

CORRESP
 1
 filename1.htm

 December 29, 2025

 VIA EDGAR

 Division of Corporation Finance

 Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

 Re:
 Jinxin Technology Holding Company (CIK No. 0001967631)

 Registration Statement on Form F-3 (File No.
 333-292449)
 Acceleration Request

 Ladies and Gentlemen:

 In accordance with Rule 461
of the General Rules and Regulations under the Securities Act of 1933, as amended (the " Act "), Jinxin Technology
Holding Company (the " Company ") hereby requests that the effectiveness of the above-referenced Registration Statement
on Form F-3 (the " Registration Statement ") be accelerated to, and that the Registration Statement become effective
at, 4:00 p.m., Eastern Time, on December 31, 2025, or as soon thereafter as practicable. In making this acceleration request,
the Company acknowledges that it is aware of its responsibilities under the Act.

 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. 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.

 [Signature page follows]

 Very truly yours,

 Jinxin Technology Holding Company

 By:
 /s/ Jin Xu

 Name:
 Jin Xu

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

CORRESP
1
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VIA EDGAR

September 26, 2024

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, NE

Washington, D.C. 20549

Attn: Robert Shapiro

 Re: Jinxin Technology Holding Company

Registration Statement on Form F-1, as amended
(File No. 333-273884)

Request For Acceleration of Effectiveness

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and
Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”),
Craft Capital Management LLC and WestPark Capital, Inc, acting as representatives of the underwriters, hereby join Jinxin Technology
Holding Company in requesting acceleration of the effective date of the above-referenced Registration Statement so that it will become
effective at 4:00 p.m., Eastern Time, on September 30, 2024, or as soon thereafter as practicable.

Pursuant to Rule 460 under the Securities Act,
we wish to advise you that we have distributed as many copies of the preliminary prospectus dated September 11, 2024, to selected dealers,
institutions and others as appears to be reasonable to secure adequate distribution of the Preliminary Prospectus.

The undersigned confirm that it has complied and
will continue to comply with, and it has been informed or will be informed by participating dealers that it has complied 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,

    Craft Capital Management LLC

    By:
    /s/ Stephen Kiront

    Name:
    Stephen Kiront

    Title:
    Chief Operating Office

    WestPark Capital, Inc.

    By:
    /s/ Frank Salvatore

    Name:
    Frank Salvatore

    Title:
    Chief Revenue Officer

CORRESP
1
filename1.htm

September 26, 2024

VIA EDGAR

Ms. Rucha Pandit

Mr. Dietrich King

Office of Trade & Services

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re: Jinxin Technology Holding
Company (CIK: 0001967631)

    Registration Statement on Form F-1 (File No. 333-273884)

Registration
Statement on Form 8-A (File No. 001-42287)

Dear Ladies and Gentlemen:

Pursuant to Rule 461 of Regulation
C (“Rule 461”) promulgated under the Securities Act of 1933, as amended, Jinxin Technology Holding Company (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 September 30, 2024, 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, covering the American depositary shares representing 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 of Regulation C. Such request may be made by an executive
officer of the Company or by any attorney from the Company’s U.S. counsel, Kirkland & Ellis International LLP.

The Company understands that the representatives
of the underwriters, on behalf of the prospective underwriters of the offering, have joined in this request in a separate letter filed
with the Securities and Exchange Commission today.

[Signature page follows]

Very truly yours,

Jinxin Technology Holding Company

    By:
    /s/ Jin Xu

    Name:
    Jin Xu

    Title:
    Chairman of the Board of Directors and

 Chief Executive Officer

[Signature Page to Issuer Acceleration
Request]

CORRESP
1
filename1.htm

 58th Floor, China World Tower A

  No.1 Jian Guo Men Wai Avenue

  Beijing 100004, P.R. China

Steve Lin Telephone: +8610 5737 9300

To Call Writer Directly Facsimile: +8610 5737 9301

+8610 5737 9315

steve.lin@kirkland.com www.kirkland.com

April 24, 2024

VIA EDGAR

Ms. Rucha Pandit

Mr. Dietrich King

Office of Trade & Services

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re: Jinxin Technology Holding Company

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

Filed April 16, 2024

File No. 333-273884

Dear Ms. Pandit and Mr. King:

On behalf of our client, Jinxin Technology Holding
Company, 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 response to the comment contained in the Staff’s letter dated April 18, 2024 on the
Company’s Amendment No. 2 to registration statement on Form F-1 filed on April 16, 2024. Concurrently with the submission of this
letter, the Company is filing herewith Amendment No. 3 to the Company’s registration statement on Form F-1 (the “Registration
Statement”) containing an estimated price range and certain exhibits via EDGAR with the Commission for review.

The Company has responded to the Staff’s comment
by revising the Registration Statement to address the comment. The Staff’s comment is repeated below in bold and is followed by
the Company’s response. Terms used but not otherwise defined herein have the meanings set forth in the Registration Statement.

The Company plans to launch the road show for the
offering shortly hereafter, subject to market conditions and the review of the Staff. The Company would greatly appreciate the Staff’s
continuing assistance and support to the Company in meeting the proposed timetable for the offering.

Licensed foreign lawyers only

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

Office of Trade & Services

Division of Corporation Finance

U.S. Securities and Exchange Commission

April 24, 2024

Page 2

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

Part II

Item 7 Recent Sales of Unregistered Securities, page II-1

 1. Please add here the transaction by which the selling shareholder
obtained its 228,256,018 ordinary shares, or tell us why you believe this information is not required.

In response to the Staff’s comment, the Company has
revised the disclosure and removed all references to the resale and the selling shareholder throughout the Registration Statement.

General

 2. Please revise page Alt-3 of the Resale Prospectus to 1) identify the natural person or persons who have voting and investment control
of the shares to be offered for resale by the selling shareholder and 2) disclose the percentage of ordinary shares beneficially owned
by the selling shareholder prior to the offering. To the extent applicable, please revise the tabular disclosure on page 139 to include
this information as well.

In response to the Staff’s comment, the Company has
revised the disclosure and removed all references to the resale and the selling shareholder throughout the Registration Statement.

 3. We note your addition of the resale prospectus to the registration statement. With a view toward understanding the details underpinning
the resale by the selling shareholder, please provide us with the following information:

 ● Please tell us why the selling shareholder is not subject
to the lock-up arrangements described in the prospectus for the initial public offering. Please clarify whether the underwriter sought
to have the selling shareholder subjected to the lock-up provisions.

 ● Please tell us about the nature of the business in which
the selling shareholder is engaged.

 ● Please tell us when and how (i.e., form and nature of
the transaction) the selling shareholder acquired the 228,256,018 ordinary shares it beneficially owns.

 ● Please tell us the price the selling shareholder paid
for its shares.

 ● Please tell us whether, from the perspective of the registrant,
the sale of shares to the selling shareholder was undertaken, in whole or in part, to facilitate the registrant’s ability to satisfy
the applicable listing standards of the Nasdaq Global Market.

In response to the Staff’s comment, the Company has
revised the disclosure and removed all references to the resale and the selling shareholder throughout the Registration Statement.

***

Office of Trade & Services

Division of Corporation Finance

U.S. Securities and Exchange Commission

April 24, 2024

Page 3

If you have any questions
regarding the Registration Statement, please contact me at steve.lin@kirkland.com, + 86 10 5737 9315 (work) or +86 18610495593 (cell),
or Justin Zhou at justin.zhou@kirkland.com, + 86 10 5737 9323 (work) or +86 18614200658 (cell).

Thank you for your time and attention.

    Very truly yours,

    /s/ Steve Lin

    Steve Lin

Enclosure

    c.c.

    Jin Xu, Chairman of the Board of Directors and Chief Executive Officer,
    Jinxin Technology Holding Company

    Jun Jiang, Director and Chief Operating Officer, Jinxin Technology
    Holding Company

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

    Justin Zhou, Esq., Partner, Kirkland & Ellis International LLP

    Patrick Wong, Partner, WWC Professional Corporation Limited

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

    Guillaume de Sampigny, Esq., Partner, Hunter Taubman Fischer &
    Li LLC

United States securities and exchange commission logo
April 18, 2024
Jun Jiang
Chief Operating Officer
Jinxin Technology Holding Co
Floor 8, Building D, Shengyin Building
Shengxia Road 666
Pudong District, Shanghai 201203
People’s Republic of China
Re:Jinxin Technology Holding Co
Amendment No. 2 to Registration Statement on Form F-1
Filed April 16, 2024
File No. 333-273884
Dear Jun Jiang:
            We have reviewed your amended registration statement and have the following
comment(s).
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Amendment No. 2 to Registration Statement on Form F-1
Part II
Item 7 Recent Sales of Unregistered Securities, page II-1
1.Please add here the transaction by which the selling shareholder obtained its 228,256,018
ordinary shares, or tell us why you believe this information is not required.
General
2.Please revise page Alt-3 of the Resale Prospectus to 1) identify the natural person or
persons who have voting and investment control of the shares to be offered for resale by
the selling shareholder and 2) disclose the percentage of ordinary shares beneficially
owned by the selling shareholder prior to the offering.

 FirstName LastNameJun Jiang
 Comapany NameJinxin Technology Holding Co
 April 18, 2024 Page 2
 FirstName LastName
Jun Jiang
Jinxin Technology Holding Co
April 18, 2024
Page 2
To the extent applicable, please revise the tabular disclosure on page 139 to include this
information as well.
3.We note your addition of the resale prospectus to the registration statement. With a view
toward understanding the details underpinning the resale by the selling shareholder, please
provide us with the following information:
•Please tell us why the selling shareholder is not subject to the lock-up arrangements
described in the prospectus for the initial public offering. Please clarify whether the
underwriter sought to have the selling shareholder subjected to the lock-up
provisions.
•Please tell us about the nature of the business in which the selling shareholder is
engaged.
•Please tell us when and how (i.e., form and nature of the transaction) the selling
shareholder acquired the 228,256,018 ordinary shares it beneficially owns.
•Please tell us the price the selling shareholder paid for its shares.
•Please tell us whether, from the perspective of the registrant, the sale of shares to the
selling shareholder was undertaken, in whole or in part, to facilitate the registrant's
ability to satisfy the applicable listing standards of the Nasdaq Global Market.
            Please contact Rucha Pandit at 202-551-6022 or Dietrich King at 202-551-8071 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Steve Lin

CORRESP
1
filename1.htm

    58th Floor, China World Tower A

    No.1 Jian Guo Men Wai Avenue

    Beijing 100004, P.R. China

    Steve Lin
    Telephone: +8610 5737 9300

    To Call Writer Directly
    Facsimile: +8610 5737 9301

    +8610 5737 9315

    steve.lin@kirkland.com
    www.kirkland.com

April 16, 2024

VIA EDGAR

Mr. Robert Shapiro

Ms. Lyn Shenk

Office of Trade & Services

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re: Jinxin Technology Holding Company

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

    Filed April 2, 2024

    File No. 333-273884

Dear Mr. Shapiro and Ms. Shenk:

On behalf of our client, Jinxin Technology Holding
Company, 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 response to the comment contained in the Staff’s letter dated April 11, 2024 on the
Company’s Amendment No. 1 to registration statement on Form F-1 filed on April 2, 2024. Concurrently with the submission of this
letter, the Company is filing herewith Amendment No. 2 to the Company’s registration statement on Form F-1 (the “Registration
Statement”) and certain exhibits via EDGAR with the Commission for review.

The Company has responded to the Staff’s
comment by revising the Registration Statement to address the comment. The Staff’s comment is repeated below in bold and is followed
by the Company’s response. Terms used but not otherwise defined herein have the meanings set forth in the Registration Statement.

The Company plans to file an amendment to the Registration
Statement containing the estimated price range and offering size, and to launch the road show for the offering shortly hereafter, subject
to market conditions and the review of the Staff. The Company would greatly appreciate the Staff’s continuing assistance and support
to the Company in meeting the proposed timetable for the offering.

In addition to adding and revising disclosure in
response to the Staff’s comments, the Company has updated the Registration Statement to include (i) a resale prospectus, and (ii)
other information to reflect recent developments.

Licensed
foreign lawyers only

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

Office of Trade & Services

Division of Corporation Finance

U.S. Securities and Exchange Commission

April 16, 2024

Page 2

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

Notes to Consolidated Financial Statements

Note 2. Summary of Significant Accounting Policies

Revenue recognition

Revenue from sales of digital educational hardware devices, page
F-19

1. Please revise the first sentence to clarify its meaning.
Please clarify whether the company or the hardware distributor who purchases your digital education hardware device installs the digital
educational content to end users.

In response to the Staff’s comment, the Company has
revised the disclosure on Pages 85, F-19 and F-20 of the Registration Statement.

***

If you have any questions regarding the Registration
Statement, please contact me at steve.lin@kirkland.com, + 86 10 5737 9315 (work) or +86 18610495593 (cell), or Justin Zhou at justin.zhou@kirkland.com,
+ 86 10 5737 9323 (work) or +86 18614200658 (cell).

Thank you for your time and attention.

    Very truly yours,

    /s/ Steve Lin

    Steve Lin

Enclosure

    c.c.

    Jin Xu, Chairman of the Board of Directors and Chief Executive Officer,
    Jinxin Technology Holding Company

    Jun Jiang, Director and Chief Operating Officer, Jinxin Technology
    Holding Company

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

    Justin Zhou, Esq., Partner, Kirkland & Ellis International LLP

    Patrick Wong, Partner, WWC Professional Corporation Limited

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

    Guillaume de Sampigny, Esq., Partner, Hunter Taubman Fischer &
    Li LLC

United States securities and exchange commission logo
April 11, 2024
Jun Jiang
Chief Operating Officer
Jinxin Technology Holding Co
Floor 8, Building D, Shengyin Building
Shengxia Road 666
Pudong District, Shanghai 201203
People’s Republic of China
Re:Jinxin Technology Holding Co
Amendment No. 1 to Registration Statement on Form F-1
Filed April 2, 2024
File No. 333-273884
Dear Jun Jiang:
            We have reviewed your amended registration statement and have the following
comment(s).
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Amendment No. 1 to Registration Statement on Form F-1
Notes to Consolidated Financial Statements
Note 2. Summary of Significant Accounting Policies
Revenue recognition
Revenue from sales of digital educational hardware devices, page F-19
1.Please revise the first sentence to clarify its meaning. Please clarify whether the company
or the hardware distributor who purchases your digital education hardware device installs
the digital educational content to end users.

 FirstName LastNameJun Jiang
 Comapany NameJinxin Technology Holding Co
 April 11, 2024 Page 2
 FirstName LastName
Jun Jiang
Jinxin Technology Holding Co
April 11, 2024
Page 2
            Please contact Robert Shapiro at 202-551-3273 or Lyn Shenk at 202-551-3380 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Steve Lin

CORRESP
1
filename1.htm

    58th Floor, China World Tower A

    No.1 Jian Guo Men Wai Avenue

    Beijing 100004, P.R. China

    Steve Lin
    Telephone: +8610 5737 9300

    To Call Writer Directly
    Facsimile: +8610 5737 9301

    +8610 5737 9315

    steve.lin@kirkland.com
    www.kirkland.com

April 2, 2024

VIA EDGAR

Ms. Rucha Pandit

Mr. Dietrich King

Office of Trade & Services

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Jinxin Technology Holding Company

    Registration Statement on Form F-1

    Filed August 10, 2023

    File No. 333-273884

Dear Ms. Pandit and Mr. King:

On behalf of our client, Jinxin Technology Holding
Company, 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 response to the comment contained in the Staff’s letter dated August 23, 2023 on the
Company’s registration statement on Form F-1 filed on August 10, 2023. Concurrently with the submission of this letter, the Company
is filing herewith Amendment No. 1 to the Company’s registration statement on Form F-1 (the “Registration Statement”)
and certain exhibits via EDGAR with the Commission for review.

The Company has responded to the Staff’s
comment by revising the Registration Statement to address the comment. The Staff’s comment is repeated below in bold and is followed
by the Company’s response. Terms used but not otherwise defined herein have the meanings set forth in the Registration Statement.

The Company plans to file an amendment to the Registration
Statement containing the estimated price range and offering size, and to launch the road show for the offering shortly hereafter, subject
to market conditions and the review of the Staff. The Company would greatly appreciate the Staff’s continuing assistance and support
to the Company in meeting the proposed timetable for the offering.

In addition to adding and revising disclosure in
response to the Staff’s comments, the Company has updated the Registration Statement to include (i) its consolidated financial statements
as of and for the year ended December 31, 2023, and (ii) other information and data to reflect recent developments.

Licensed
foreign lawyers only

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

Office of Trade & Services

Division of Corporation Finance

U.S. Securities and Exchange Commission

April 2, 2024

Page 2

Registration Statement on Form F-1 filed August 10, 2023

General

1. We note you have elected to revise your disclosure on
the cover page and in the Summary and Risk Factor sections relating to legal and operational risks associated with operating in China,
PRC regulations and the legality and enforceability of the contractual arrangements with your VIE. We further note the absence of any
revised or updated regulatory disclosure that might explain the need for the aforementioned revisions. We are concerned that the revised
disclosures mitigate the challenges you face. The Sample Letters to China-Based Companies sought specific disclosure relating to the
risk that the PRC government may intervene in or influence your operations at any time, or may exert control over operations of your
business, or may disallow the structure of your business, including your VIE structure, any of which could result in a material change
in your operations and/or the value of the securities you are registering for sale. We remind you that, pursuant to federal securities
rules, the term “control” (including the terms “controlling,” “controlled by,” and “under common
control with”) as defined in Securities Act Rule 405 means “the possession, direct or indirect, of the power to direct or
cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract, or otherwise.”
The Sample Letters also sought specific disclosures relating to uncertainties regarding the enforcement of laws and that the rules and
regulations in China can change quickly with little advance notice. We do not believe that your revised disclosure conveys the same degree
of risk and uncertainty. Please restore your disclosures in these areas to the disclosures as they existed in the draft registration
statement you submitted on June 16, 2023.

In response to the Staff’s comment, the Company has
restored the disclosures in relevant areas to the disclosures as they existed in the draft registration statement submitted on June 16,
2023.

***

Office of Trade & Services

Division of Corporation Finance

U.S. Securities and Exchange Commission

April 2, 2024

Page 3

If you have any questions regarding the Registration
Statement, please contact me at steve.lin@kirkland.com, + 86 10 5737 9315 (work) or +86 18610495593 (cell), or Justin Zhou at justin.zhou@kirkland.com,
+ 86 10 5737 9323 (work) or +86 18614200658 (cell).

Thank you for your time and attention.

    Very truly yours,

    /s/ Steve Lin

    Steve Lin

Enclosure

    c.c.

    Jin Xu, Chairman of the Board of Directors and Chief Executive Officer,
    Jinxin Technology Holding Company

    Jun Jiang, Director and Chief Operating Officer, Jinxin Technology
    Holding Company

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

    Justin Zhou, Esq., Partner, Kirkland & Ellis International LLP

    Patrick Wong, Partner, WWC Professional Corporation Limited

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

    Guillaume de Sampigny, Esq., Partner, Hunter Taubman Fischer &
    Li LLC

United States securities and exchange commission logo
August 23, 2023
Jun Jiang
Chief Operating Officer
Jinxin Technology Holding Co
Floor 8, Building D, Shengyin Building
Shengxia Road 666
Pudong District, Shanghai 201203
People’s Republic of China
Re:Jinxin Technology Holding Co
Registration Statement on Form F-1
Filed August 10, 2023
File No. 333-273884
Dear Jun Jiang:
            We have reviewed your registration statement and have the following comment.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this comment, we may have additional comments.
Registration Statement on Form F-1 filed August 10, 2023
General
1.We note you have elected to revise your disclosure on the cover page and in the Summary
and Risk Factor sections relating to legal and operational risks associated with operating
in China, PRC regulations and the legality and enforceability of the contractual
arrangements with your VIE.  We further note the absence of any revised or updated
regulatory disclosure that might explain the need for the aforementioned revisions. We are
concerned that the revised disclosures mitigate the challenges you face.  The Sample
Letters to China-Based Companies sought specific disclosure relating to the risk that the
PRC government may intervene in or influence your operations at any time, or may exert
control over operations of your business, or may disallow the structure of your business,
including your VIE structure, any of which could result in a material change in your

 FirstName LastNameJun Jiang
 Comapany NameJinxin Technology Holding Co
 August 23, 2023 Page 2
 FirstName LastName
Jun Jiang
Jinxin Technology Holding Co
August 23, 2023
Page 2
operations and/or the value of the securities you are registering for sale.  We remind you
that, pursuant to federal securities rules, the term “control” (including the terms
“controlling,” “controlled by,” and “under common control with”) as defined in Securities
Act Rule 405 means “the possession, direct or indirect, of the power to direct or cause the
direction of the management and policies of a person, whether through the ownership of
voting securities, by contract, or otherwise.”  The Sample Letters also sought specific
disclosures relating to uncertainties regarding the enforcement of laws and that the rules
and regulations in China can change quickly with little advance notice.  We do not believe
that your revised disclosure conveys the same degree of risk and uncertainty.  Please
restore your disclosures in these areas to the disclosures as they existed in the draft
registration statement you submitted on June 16, 2023.
            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 Rucha Pandit at (202) 551-6022 or Dietrich King at (202) 551-8071 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Steve Lin

CORRESP
1
filename1.htm

  58th Floor, China World Tower A

 No.1 Jian Guo Men Wai Avenue

 Beijing 100004, P.R. China

  Steve Lin

To Call Writer Directly

+8610 5737 9315

steve.lin@kirkland.com
  Telephone: +8610 5737 9300

Facsimile: +8610 5737 9301

www.kirkland.com

August 10, 2023

VIA EDGAR

Mr. Robert Shapiro

Mr. Lyn Shenk

Ms. Rucha Pandit

Mr. Dietrich King

Office of Trade & Services

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Jinxin Technology Holding Company

Registration Statement on Form F-1

CIK No. 0001967631

Dear Mr. Shapiro, Mr. Shenk, Ms. Pandit and Mr. King:

On behalf of our client, Jinxin Technology Holding
Company, a foreign private issuer incorporated under the laws of the Cayman Islands (the “Company”), we are
filing herewith the Company’s registration statement on Form F-1 (the “Registration Statement”) and certain
exhibits via EDGAR with the Securities and Exchange Commission (the “Commission”).

In accordance with the Jumpstart Our Business Startups
Act, as amended, 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 of the Commission (the “Staff”).
The Company plans to file an amendment to the Registration Statement containing the estimated price range and offering size, and to launch
the road show for the offering no earlier than 15 days after the date hereof, subject to market conditions and the review of the Staff.
The Company would greatly appreciate the Staff’s continuing assistance and support to the Company in meeting the proposed timetable
for the offering.

***

If you have any questions regarding the Registration
Statement, please contact me at steve.lin@kirkland.com, + 86 10 5737 9315 (work) or +86 18610495593 (cell), or Justin Zhou at justin.zhou@kirkland.com,
+ 86 10 5737 9323 (work) or +86 18614200658 (cell).

Thank you for your time and attention.

    Very truly yours,

    /s/ Steve Lin

    Steve Lin

Licensed foreign lawyers only

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

  Office of Trade & Services

Division of Corporation Finance

U.S. Securities and Exchange Commission

August 10, 2023

Page 2

Enclosure

    c.c.

    Jin Xu, Chairman of the Board of Directors and Chief Executive Officer,
    Jinxin Technology Holding Company

    Jun Jiang, Director and Chief Operating Officer, Jinxin Technology
    Holding Company

    David Zhang, Esq., Partner, Kirkland & Ellis

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

    Justin Zhou, Esq., Partner, Kirkland & Ellis International LLP

    Patrick Wong, Partner, WWC Professional Corporation Limited

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

    Guillaume de Sampigny, Esq., Partner, Hunter Taubman Fischer &
    Li LLC

United States securities and exchange commission logo
May 31, 2023
Jun Jiang
Chief Operating Officer
Jinxin Technology Holding Co
Floor 8, Building D, Shengyin Building
Shengxia Road 666
Pudong District, Shanghai 201203
People’s Republic of China
Re:Jinxin Technology Holding Co
Amendment No. 1 to Draft Registration Statement on Form F-1
Submitted May 17, 2023
CIK No. 0001967631
Dear Jun Jiang:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 1 to Draft Registration Statement on Form F-1
Cover Page
1.We note your response to comment 2 and reissue in part.  Please revise your disclosure
here and elsewhere as appropriate to specifically address how recent statements and
regulatory actions by China’s government relating to education and after-school tutoring
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.

 FirstName LastNameJun Jiang
 Comapany NameJinxin Technology Holding Co
 May 31, 2023 Page 2
 FirstName LastName
Jun Jiang
Jinxin Technology Holding Co
May 31, 2023
Page 2
2.We note your response to comment 5 and reissue in part.  In this regard, we note your
statement that "funds can be transferred in accordance with the applicable PRC laws and
regulations without limitations."  Please revise your disclosure here and elsewhere as
appropriate to specifically discuss whether there are limitations on your ability to transfer
cash between you, your subsidiaries, the consolidated VIE or investors.  Additionally,
please provide a cross-reference to your discussion of this issue in your summary risk
factors, and risk factors sections.
Risk Factors
A significant portion of our revenue is contributed by a limited number of key customers . . .,
page 27
3.We note your response to comment 15 and reissue in part.  Please identify by name, here
and elsewhere as appropriate, the subsidiary upon whose partnership you represent you
are materially dependent.
We are subject to the oversight of the CAC and it is unclear how such oversight may impact us . .
., page 44
4.We note your response to comment 17 and reissue.  Please affirmatively state whether or
not you believe that you are compliant with the regulations or policies that have been
issued by the CAC to date.
It may be difficult for U.S. regulatory bodies to conduct investigation or inspections of our
operations in China . . ., page 46
5.We note your response to comment 26 and reissue in part.  Please revise your disclosure
here and elsewhere as appropriate to (i) affirmatively state that you have one or more
directors, officers or members of senior management located in the PRC or Hong
Kong and (ii) identify the relevant individuals.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations
Year ended December 31, 2022 compared to year ended December 31, 2021
Net Revenues, Revenue from individual users, page 78
6.We note your revised disclosure regarding changes in pricing for various subscription
plans in response to comment 20.  Your discussion does not quantify changes in the
number of paying subscribers for these subscription plans or attributed to the introduction
of new product offerings.  Please quantify changes in the number of subscribers for your
various subscription plans and pricing levels, and the correlation to the increase in revenue
from individual paying learners in 2022.  Referencing the expansion of the scope of your
product offerings in 2022 attracting more users, discuss and quantify how the introduction
of new product offerings resulted in additional paying subscribers.  For example, consider
discussing the expansion of product offerings in terms of the types and quantities

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 FirstName LastName
Jun Jiang
Jinxin Technology Holding Co
May 31, 2023
Page 3
accessible on your "smart digital apps" and digital content which are available to paying
subscribers as disclosed on pages 96 and F-18.  Refer to Item 5A.1 of Form 20-F as
referenced from Item 4a of Form F-1.
Operating Expenses
General and administrative expenses, page 80
7.You disclose reductions in employee headcount as part of your restructuring plans related
to staff optimization and cost reduction efforts in response to comment 21, but do
not quantify the impact on your results of operations.  Please revise your disclosure to
quantify the variances in key components of general and administrative
expenses driving the approximate 56% decrease and the impact on your results of
operations for the year ended December 31, 2022.  Refer to Item 5A of Form 20-F as
referenced from Item 4a of Form F-1.
General
8.Please provide us with supplemental copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf,
have presented or expect to present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or not you retained, or intend to retain, copies of those
communications.  Please contact the staff member associated with the review of this filing
to discuss how to submit the materials, if any, to us for our review.
            You may contact Robert Shapiro at (202) 551-3273 or Lyn Shenk at (202) 551-3380 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Rucha Pandit at (202) 551-6022 or Dietrich King at (202) 551-8071 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Steve Lin

United States securities and exchange commission logo
April 21, 2023
Jun Jiang
Chief Operating Officer
Jinxin Technology Holding Co
Floor 8, Building D, Shengyin Building
Shengxia Road 666
Pudong District, Shanghai 201203
People’s Republic of China
Re:Jinxin Technology Holding Co
Draft Registration Statement on Form F-1
Submitted March 27, 2023
CIK No. 0001967631
Dear Jun Jiang:
            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
Cover Page
1.We note your intention to apply for the listing of your ADS's on either the NYSE or
Nasdaq Global Select Market.  Please revise your disclosure here to clearly state whether
your offering is contingent upon the listing of your ADS's on the NYSE or Nasdaq Global
Select Market.  If this offering is not contingent upon such listing, please provide risk
factor disclosure that explains the risk of purchasing securities for which there is no
market.

 FirstName LastNameJun Jiang
 Comapany NameJinxin Technology Holding Co
 April 21, 2023 Page 2
 FirstName LastName
Jun Jiang
Jinxin Technology Holding Co
April 21, 2023
Page 2
2.Please revise your disclosure on the cover page to address recent statements and
regulatory actions by China's government relating to education and after-school
tutoring 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.  In this regard, we note that
the Alleviating Burden Opinion may have materially and adversely affected and may
continue to affect your business, operations and financial condition.
3.Please refrain from using terms such as “we” or “our” when describing activities or
functions of a VIE.  In this regard, we note your disclosure that "'we,' 'us,' 'our
company,' 'our' and 'our or 'Jinxin Technology'" also refers to the consolidated VIE.
Additionally, we note your discussion on page 162 of the federal income tax implications
of failure to own stock in "our VIEs."
4.We note your discussion of cumulative capital contributions and representations that 1) no
other cash or asset was transferred within your organization and 2) you have not
previously declared or paid any cash dividend or dividend in kind, and have no plan to
declare or pay any dividends in the near future.  Please revise your disclosure here to
provide cross-references to the condensed consolidating schedule and the consolidated
financial statements.
5.Please state on the cover page whether there are limitations on your ability to transfer cash
between you, your subsidiaries, the consolidated VIE or investors.  Provide a cross-
reference to your discussion of this issue in your summary, summary risk factors, and risk
factors sections, as well.
6.We note your disclosure on page 6 that you "do not have cash management policies and
procedures in place that dictate how funds are transferred" through the company.  Please
state on the cover page 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.
7.We note your disclosure that you "may be subject to the risk of trading prohibitions under
the Holding Foreign Companies Accountable Act, or the HFCA Act."  Please revise your
disclosure to reflect that the Holding Foreign Companies Accountable Act has
been amended by the Consolidated Appropriations Act as of 2023.  Please also make
conforming revisions in your Prospectus Summary and Risk Factors sections.
Prospectus Summary
Our Business, page 1
8.We note your representation here and on pages 73, 94 and 98 that you are the "largest
digital textbook platform" for K-9 students in China according to Frost & Sullivan.
Please revise your disclosure to clarify by what metric you are the largest digital textbook
platform for the stated demographic.

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Jun Jiang
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April 21, 2023
Page 3
Summary of Risk Factors, page 3
9.Please revise your Summary of Risk Factors to ensure that each risk factor has a cross-
reference to the relevant individual detailed risk factor.
Corporate History and Structure, page 5
10.Please revise the diagram of the company’s corporate structure.  The diagram should use
dashed lines without arrows with respect to the relationship with the VIE.
Transfer of Funds and Other Assets, page 6
11.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 the consolidated VIEs, and direction of
transfer.  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 the company, including your
subsidiaries and/or the consolidated VIEs, to the parent company and U.S. investors.
Lastly, please provide cross-references to the condensed consolidating schedule and the
consolidated financial statements.
Conventions Which Apply to This Prospectus, page 10
12.We note your definition of "China" and the "PRC" appears to exclude the special
administrative regions of Hong Kong and Macau.  Please clarify that the legal and
operational risks associated with operating in China also apply to operations in Hong
Kong and Macau. This disclosure may appear in the definition itself or in an appropriate
discussion of legal and operational risks.
13.Please define "K-9" as you use the term in the prospectus.
14.We note your statements on page 11 that "[w]e have not independently verified the
accuracy or completeness of the data contained in these industry publications and reports.
The industry in which we operate is subject to a high degree of uncertainty and risk due to
variety of factors . . . . [t]hese and other factors could cause results to differ materially
from those expressed in these publications and reports."  It is not appropriate to imply that
you are not liable for information included in your registration statement.  Accordingly,
please delete the statements referenced above or state specifically that you are liable for
the disclosure included in the registration statement that is based on third-party sources.
Please make conforming revisions to the similar declamatory language on page 85.

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Page 4
Risk Factors
If we are not able to continue to attract and retain users . . . , page 21
15.It appears you generate revenue from partnerships with "major telecom and broadcast
operators and hardware manufacturers in China."  To the extent your business is
materially dependent on such partnerships, please include a separate risk factor identifying
these third-parties and disclose the material terms of any agreements you have with
them.  Also, please file any such agreements as exhibits to the registration statement or tell
us why you believe you are not required to do so. See Item 601(b)(10) of Regulation S-K.
A severe and prolonged global economic recession and the slowdown in the Chinese economy . .
. , page 23
16.Please provide any material updates to your COVID-19 related disclosure to account for
any changes to your business as a result of the lifting of COVID-19 restrictions in China
in December 2022, as we note from your representation on page 77 that your business
appears to have benefitted from the increase in the use of online study throughout 2022.
We are subject to the oversight of the CAC and it is unclear how such oversight may impact us . .
., page 43
17.Please state to what extent you believe that you are compliant with the regulations or
policies that have been issued by the CAC to date.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations
Year ended December 31, 2022 compared to year ended December 31, 2021
Net Revenues, Revenue from individual users, page 77
18.You disclose the company "ceased offering online tutoring services at the end of 2021 in
order to be compliant with relevant PRC regulations, which restrict the provision
of tutoring services on academic subjects by after-school tutoring institutions to students
in compulsory education."  Please disclose the amount of revenue derived from this
service offering to individual users in 2021, and discuss the extent that income was
impacted by lost revenues from online tutoring services in 2022.  As applicable, discuss
whether the effect of these PRC regulations represents a known trend, uncertainty or event
that is reasonably expected to have a material impact on your net sales, income from
operations, profitability, or liquidity, or that would cause reported financial results to not
be indicative of future operating results or financial condition.  Refer to Items 5A and 5D
of Form 20-F as referenced from Item 4a of Form F-1.
19.Please discuss in greater detail the increase of individual paying users who switched to
online study at home during the COVID-19 pandemic on your net revenues and income
from operations during the year ended December 31, 2022.  As
applicable, explain whether the increased number of K-9 students opting for online

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Page 5
learning from home during the pandemic represents a material trend that is expected to
continue to impact your future operating results and financial condition.  Refer to Items
5A and 5D of Form 20-F as referenced from Item 4a of Form F-1.
20.Please describe the extent to which the increase in paying subscribers is attributable to
changes in prices and/or changes in the volume of subscriptions, and/or to the expansion
of the scope of your product offerings in 2022.  Refer to Item 5A.1 of Form 20-F as
referenced from Item 4a of Form F-1.
Operating Expenses, page 78
21.Please discuss in greater detail how your business restructuring plans related to staff
optimization and cost reduction efforts impacted your results of operations and financial
condition for the year ended December 31, 2022.  Refer to Item 5A of Form 20-F as
referenced from Item 4a of Form F-1.
22.Please expand your discussion of the significant decrease in sales and marketing expenses
in response to changes in the PRC regulatory environment.  In this regard, please explain
how your sales and marketing efforts have been adapted to the bans in private tutoring
services for K-9 students implemented in 2021.  Refer to Item 5D of Form 20-F as
referenced from Item 4a of Form F-1.
MD&A
Interest Rate Risk, page 81
23.We note your disclosure that you are "exposed to interest rate risk on [y]our interest-
bearing assets and liabilities."  Please revise your Summary of Risk Factors and Risk
Factors sections to reflect this risk.
Business
Our Users for Namibox, page 100
24.Please disclose the basis for your statement here that you have formed a “large and loyal
fan community” or state that it is management’s belief.
Where You Can Find Additional Information, page 177
25.Please update your disclosure to include your internet address.  Refer to Item 4(e) of Form
F-1.

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 April 21, 2023 Page 6
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Jun Jiang
Jinxin Technology Holding Co
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General
26.We note your footnote on page 138 stating that the business address of your directors and
executives is in the PRC.  If you have one or more directors, officers or members of senior
management located in the PRC or Hong Kong, please (i) state that this is the case and
identify the relevant individuals and (ii) include a separate “Enforceability” section,
consistent with Item 101(g) of Regulation S-K, and a risk factor addressing the challenges
of bringing actions and enforcing judgments or liabilities against such individuals.
27.Please define or include descriptions of what it means to be a "registered user" as it relates
to your business.  In this regard we note your discussion of "registered users" throughout
the prospectus.
            You may contact Robert Shapiro at (202) 551-3273 or Lyn Shenk at (202) 551-3380 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Rucha Pandit at (202) 551-6022 or Dietrich King at (202) 551-8071 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Steve Lin