SecProbe.io

CORRESP
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 filename1.htm

 Mingzhu Logistics Holdings Limited

 27F, Yantian Modern Industry
Service Center

 No. 3018 Shayan Road, Yantian
District

 Shenzhen, Guangdong, China 518081

 Via EDGAR

 Division of Corporation Finance

 Office of Energy & Transportation

 U.S. Securities and Exchange Commission

 100 F Street, NE

 Washington, D.C., 20549

 Attention:

 Claudia Rios
 Kevin Dougherty

 July 1, 2025

 Re:
 Mingzhu Logistics Holdings Ltd

 Registration Statement on Form F-3, as amended

 Initially Filed May 23, 2025

 File No. 333-287552

 Dear Ms. Rios and Mr. Dougherty:

 Pursuant to Rule 461 under the Securities Act
of 1933, as amended, Mingzhu Logistics Holdings Ltd hereby requests acceleration of effectiveness of the above referenced Registration
Statement, so that it will become effective at 4:00 p.m. ET on July 3, 2025, or as soon as thereafter practicable.

 Very truly yours,

 Mingzhu Logistics Holdings Ltd

 By:
 /s/ Jinlong Yang

 Name:
 Jinlong Yang

 Title:
 Chief Executive Officer

 cc:
 Joan Wu, Esq.

 Hunter Taubman Fischer & Li LLC

CORRESP
 1
 filename1.htm

 Mingzhu Logistics Holdings Limited

 27F, Yantian Modern Industry
Service Center

 No. 3018 Shayan Road, Yantian
District

 Shenzhen, Guangdong, China 518081

 June 17, 2025

 Via EDGAR

 Division of Corporation Finance

 Office of Energy & Transportation

 U.S. Securities and Exchange Commission

 100 F Street, NE

 Washington, D.C., 20549

 Attn:

 Claudia Rios
 Keven Dougherty

 Re:
 Mingzhu Logistics Holdings Limited

 Registration Statement on Form F-3

 Filed May 23, 2025

 File No. 333-287552

 Ladies and Gentlemen:

 This letter is being submitted in response to
the letter dated June 12, 2025, from the U.S. Securities and Exchange Commission (the " Commission ") in which the staff
of the Commission (the " Staff ") commented on the above-referenced registration statement on Form F-3 filed on May 23,
2025. Concurrently with the submission of this letter, we hereby transmit, via EDGAR, an amended registration statement on Form F-3 (" F3/A ")
with revisions to reflect updates based on the Staff's comments, for filing with the Commission.

 For your convenience, the comments have been repeated
below in its entirety in bold text, with the Company's response set out immediately underneath such comment. Page references in
the Company's responses correspond to the page numbers in F3/A.

 Registration Statement on Form F-3

 Risk Factor, page 18

 1.
 We note the significant number of shares the selling shareholders may be offering. Please revise to include risk factor disclosure discussing the impact that this offering could have on your stock price and on investors.

 Response : In response to the Staff's
comment, we have included an additional risk factor disclosure discussing the impact that this offering could have on your stock price
and on investors on page 20 of the F3/A.

 The trading
price of our ordinary shares may be volatile, which could result is substantial losses, page 56

 2.

 You disclose that the trading price of
 your securities may be volatile and could fluctuate widely due to factors beyond your control. You further discuss that this may
 happen because of the broad market and industry factors, like the performance and fluctuation of the market prices of other
 companies with business operations located mainly in China that have listed their securities in the United States and attitudes of
 investors toward Chinese companies listed in the United States in general. Please also revise to address the potential for rapid and
 substantial decreases in your stock price, including decreases unrelated to your operating performance or prospects. Your disclosure
 should include intra-day stock price range information and should cover a period of time sufficient to demonstrate the recent price
 volatility and should address the impact on investors. To the extent recent increases in your stock price are significantly
 inconsistent with improvements in actual or expected operating performance, financial condition or other indicators of value,
 discuss the inconsistencies and where relevant quantify them. If you lack information to do so, explain why.

 Response : In response to the Staff's
comment, we have added two risk factors disclosure on page 57 of the F3/A.

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

 Very truly yours,

 /s/ Jingwei Zhang

 Name:
 Jingwei Zhang

 Title:
 Chief Financial Officer

 cc:

 Joan Wu, Esq.
 Hunter Taubman Fischer & Li LLC

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 June 12, 2025

Jingwei Zhang
Chief Financial Officer
MingZhu Logistics Holdings Ltd
27F, Yantian Modern Industry Service Center
No. 3018 Shayan Road, Yantian District
Shenzhen, Guangdong, China 518081

 Re: MingZhu Logistics Holdings Ltd
 Registration Statement on Form F-3
 Filed May 23, 2025
 File No. 333-287552
Dear Jingwei Zhang:

 We have conducted a limited review of your 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.

Registration Statement on Form F-3
Risk Factors, page 18

1. We note the significant number of shares the selling shareholders may be
offering.
 Please revise to include risk factor disclosure discussing the impact
that this offering
 could have on your stock price and on investors.
The trading price of our ordinary shares may be volatile, which could result is
substantial
losses, page 56

2. You disclose that the trading price of your securities may be volatile
and could
 fluctuate widely due to factors beyond your control. You further discuss
that this may
 happen because of the broad market and industry factors, like the
performance and
 fluctuation of the market prices of other companies with business
operations located
 June 12, 2025
Page 2

 mainly in China that have listed their securities in the United States
and attitudes of
 investors toward Chinese companies listed in the United States in
general. Please
 also revise to address the potential for rapid and substantial decreases
in your stock
 price, including decreases unrelated to your operating performance or
prospects. Your
 disclosure should include intra-day stock price range information and
should cover a
 period of time sufficient to demonstrate the recent price volatility and
should address
 the impact on investors. To the extent recent increases in your stock
price are
 significantly inconsistent with improvements in actual or expected
operating
 performance, financial condition or other indicators of value, discuss
the
 inconsistencies and where relevant quantify them. If you lack
information to do so,
 explain why.
 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 Claudia Rios at 202-551-8770 or Kevin Dougherty at
202-551-3271
with any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Energy &
Transportation
cc: Joan Wu, Esq.
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

MINGZHU LOGISTICS HOLDINGS LIMITED

27F, Yantian Modern Industry Service Center

No. 3018 Shayan Road, Yantian District

Shenzhen, Guangdong, China 518081

+86 (755) 2520-9839

    June 2, 2023
    VIA EDGAR

United States Securities & Exchange Commission

Division of Corporation Finance

Office of Energy & Transportation

100 F Street, NE

Washington, DC 20549

    Attention:
    Ms. Karina Dorin

Ms. Laura Nicholson

    Re:
    MingZhu Logistics Holdings Limited

Registration Statement on Form F-3

Filed May 18, 2023

File No. 333-267839

Ms. Dorin and Ms. Nicholson:

Pursuant to Rule 461 of the General Rules and Regulations
under the Securities Act of 1933, as amended, Mingzhu Logistics Holdings Limited. hereby requests the Securities and Exchange Commission
(the “Commission”) take appropriate action to cause the above-referenced Registration Statement on Form F-3 to become effective
on June 6, 2023, at 4:00 PM Eastern Time, or as soon thereafter as is practicable.

In connection with this request, the Registrant acknowledges
that:

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

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

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

    Sincerely yours,

    Mingzhu Logistics Holdings Limited

    By:
    /s/ Jinlong Yang

    Jinlong Yang

    Chief Executive Officer

CORRESP
1
filename1.htm

    Bill
    Huo

    Becker
    & Poliakoff, LLP

    45
    Broadway, 17th Floor

    New
    York, New York 10006

    Email:
    bhuo@beckerlawyers.com

    Phone:
    (212) 599-3322 Fax: (212) 557-0295

    May 18, 2023
    VIA
    EDGAR

United
States Securities & Exchange Commission

Division
of Corporation Finance

Office
of Energy & Transportation

100
F Street, NE

Washington,
DC 20549

    Attention:
    Ms. Karina Dorin,

Ms.
Laura Nicholson

    Re:
    MingZhu Logistics Holdings
    Limited

Amendment
No. 4 to Registration Statement on Form F-3

Filed
April 25, 2023

File
No. 333-267839

To
the Reviewing Staff Members of the Commission:

On
behalf of our client, MingZhu Logistics Holdings Limited, a Cayman Islands company (the “Company”), we submit to the
staff (the “Staff”) of the Securities and Exchanges Commission (the “Commission”) this letter.

Concurrently
with the submission of this letter, the Company is submitting Amendment No. 5 to its registration statement on Form F-3 (the “Revised
Registration Statement”) with exhibits via EDGAR to the Commission.

This
is to advise the Staff that the Company has recently filed its Annual Report on Form 20-F for the year ended December 31, 2022. The Revised
Registration Statement has been updated to reflect the updated audited financial information for the year ended December 31, 2022.

We
hope this response has addressed all of the Staff’s concerns. Should you have additional questions
regarding the information contained herein, please contact our outside securities counsel Bill Huo, Esq. or Michael Goldstein, Esq. of
Becker & Poliakoff LLP at bhuo@beckerlawyers.com or mgoldstein@beckerlawyers.com.

Very
truly yours,

    By:
    /s/
    Bill Huo

    Name:
    Bill Huo

    cc: Michael Goldstein

CORRESP
1
filename1.htm

    Bill Huo

    Becker & Poliakoff, LLP

    45 Broadway, 17th Floor

    New York, New York 10006

    Email: bhuo@beckerlawyers.com

    Phone: (212) 599-3322 Fax: (212) 557-0295

    April 25, 2023
    VIA EDGAR

United States Securities & Exchange Commission

Division of Corporation Finance

Office of Energy & Transportation

100 F Street, NE

Washington, DC 20549

    Attention:
    Ms. Karina Dorin,

Ms. Laura Nicholson

    Re:
    MingZhu Logistics Holdings Limited

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

Filed April 10, 2023

File No. 333-267839

To the Reviewing Staff Members of the Commission:

On behalf of our client, MingZhu Logistics Holdings
Limited, a Cayman Islands 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 April 21, 2023 on the Company’s Registration Statement on Form F-3 Amendment No. 3 previously
submitted on April 10, 2023 (the “Registration Statement”).

Concurrently with the submission of this letter,
the Company is submitting Amendment No. 4 to its registration statement on Form F-3 (the “Revised Registration Statement”)
with exhibits via EDGAR to the Commission.

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. 3 to Registration Statement on Form F-3

Cover Page

    1.
    We note your disclosure regarding your auditor’s participating firm Da Hua CPA. Please disclose the location of the headquarters of such participating firm.

Response: In response to the Staff’s comments, the
Company has revised the cover page and page 19 in the Revised Registration Statement to reflect that Da Hua CPA is headquartered in China
in accordance with the Staff’s instructions.

About Ming Zhu Logistics Holdings Limited, page 1

    2.
    We note your disclosure on page 19 that on June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act, which, if enacted, would amend the HFCAA and require the SEC to prohibit an issuer’s securities from trading on any U.S. stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive years instead of three, and thus, would reduce the time before your securities may be prohibited from trading or delisted. Please update such disclosure to disclose that trading in your securities may be prohibited under the Holding Foreign Companies Accountable Act, as amended by the Consolidated Appropriations Act, 2023, and related regulations if the PCAOB determines that it cannot inspect or investigate completely your auditor for a period of two consecutive years, and that as a result an exchange may determine to delist your securities. Please also update your related risk factor disclosure on page 43 that similarly makes reference to the Accelerating Holding Foreign Companies Accountable Act.

Response: In response to the Staff’s comments, the
Company has revised the disclosure in the Revised Registration Statement on pages 19, 43 and 44 in accordance with the Staff’s instructions.

General

    3.
    We note your disclosure regarding the recently published Trial Administrative Measures that impose certain filing requirements for direct and indirect overseas listings and offerings. Please disclose whether you will comply with the CSRC review process.

Response: In response to the Staff’s comments, the
Company hereby confirms that the Company will comply with the CSRC review process and has revised the disclosure in the Revised Registration
Statement on the cover page in accordance with the Staff’s instructions.

    4.
    Please revise to incorporate by reference all amendments to your Form 20-F for the fiscal year ended December 31, 2021.

Response: In response to the Staff’s comments, the
Company has revised the disclosure in the Revised Registration Statement on page iv in accordance with the Staff’s instruction.

We hope this response has addressed all of the
Staff’s concerns relating to the comment letter. Should you have additional questions regarding the information contained herein,
please contact our outside securities counsel Bill Huo, Esq. or Michael Goldstein, Esq. of Becker & Poliakoff LLP at bhuo@beckerlawyers.com
or mgoldstein@beckerlawyers.com.

Very truly yours,

    By:
    /s/ Bill Huo

    Name:
    Bill Huo

    cc: Michael Goldstein

United States securities and exchange commission logo
April 21, 2023
Jinlong Yang
Chief Executive Officer
MingZhu Logistics Holdings Limited
27F, Yantian Modern Industry Service Center
No. 3018 Shayan Road, Yantian District
Shenzhen, Guangdong, China 518081
Re:MingZhu Logistics Holdings Limited
Amendment No. 3 to Registration Statement on Form F-3
Filed April 10, 2023
File No. 333-267839
Dear Jinlong Yang:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Amendment No. 3 to Form F-3
Cover Page
1.We note your disclosure regarding your auditor’s participating firm Da Hua CPA.  Please
disclose the location of the headquarters of such participating firm.
About MingZhu Logistics Holdings Limited, page 1
2.We note your disclosure on page 19 that on June 22, 2021, the U.S. Senate passed the
Accelerating Holding Foreign Companies Accountable Act, which, if enacted, would
amend the HFCAA and require the SEC to prohibit an issuer’s securities from trading on
any U.S. stock exchanges if its auditor is not subject to PCAOB inspections for two
consecutive years instead of three, and thus, would reduce the time before your securities

 FirstName LastNameJinlong Yang
 Comapany NameMingZhu Logistics Holdings Limited
 April 21, 2023 Page 2
 FirstName LastName
Jinlong Yang
MingZhu Logistics Holdings Limited
April 21, 2023
Page 2
may be prohibited from trading or delisted.  Please update such disclosure to disclose that
trading in your securities may be prohibited under the Holding Foreign Companies
Accountable Act, as amended by the Consolidated Appropriations Act, 2023, and related
regulations if the PCAOB determines that it cannot inspect or investigate completely your
auditor for a period of two consecutive years, and that as a result an exchange may
determine to delist your securities.  Please also update your related risk factor disclosure
on page 43 that similarly makes reference to the Accelerating Holding Foreign Companies
Accountable Act.
General
3.We note your disclosure regarding the recently published Trial Administrative Measures
that impose certain filing requirements for direct and indirect overseas listings and
offerings.  Please disclose whether you will comply with the CSRC review process.
4.Please revise to incorporate by reference all amendments to your Form 20-F for the fiscal
year ended December 31, 2021.
            Please contact Karina Dorin, Staff Attorney, at (202) 551-3763 or Laura Nicholson,
Special Counsel, at (202) 551-3584 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Bill Huo

CORRESP
1
filename1.htm

    Bill Huo

    Becker & Poliakoff, LLP

    45 Broadway, 17th Floor

    New York, New York 10006

    Email: bhuo@beckerlawyers.com

    Phone: (212) 599-3322 Fax: (212) 557-0295

    April 10, 2023
    VIA EDGAR

United States Securities & Exchange Commission

Division of Corporation Finance

Office of Energy & Transportation

100 F Street, NE

Washington, DC 20549

    Attention:
    Ms. Karina Dorin,

Ms. Laura Nicholson

    Re:
    MingZhu Logistics Holdings Limited

Amendment No. 2 to Registration Statement on Form F-3

Filed January 30, 2023

File No. 333-267839

To the Reviewing Staff Members of the Commission:

On behalf of our client, MingZhu Logistics Holdings
Limited, a Cayman Islands 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 February 17, 2023 on the Company’s Registration Statement on Form F-3 Amendment No.
2 previously submitted on January 30, 2023 (the “Registration Statement”).

Concurrently with the submission of this letter, the
Company is submitting Amendment No. 3 to its registration statement on Form F-3 (the “Revised Registration Statement”)
with exhibits via EDGAR to the Commission.

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. 2 to Registration Statement on Form F-3

About MingZhu Logistics Holdings Limited, Page 1

    1.
    We note your revised disclosure in response to prior comment 1 states that “unless the context otherwise requires,” references to the “Company” “we,” “our” or “us” refer to Mingzhu Logistics Holdings Limited and its subsidiaries, excluding the VIEs and the VIEs’ subsidiaries. Please make corresponding revisions on page 18. Please remove references to “unless the context otherwise indicates” and revise your disclosure, as necessary, to clarify to investors which entities disclosure is referencing. In addition, please make corresponding revisions to your disclosure on page 18.

Response: In response to the Staff’s comments, the Company
has revised the disclosure in the Revised Registration Statement on pages ii, 1 and 18 in accordance with the Staff’s instructions.

    2.
    We
    note you have revised your disclosure in response to prior comment 2 to state that your PRC subsidiaries and VIEs have obtained the
    requisite licenses and permits from the PRC government authorities that are “material” for the business operations of your
    subsidiaries and VIEs in China. Please revise to disclose each permission or approval that you, your subsidiaries, or the VIEs
    are required to obtain from Chinese authorities to operate your business. In addition, we note you disclose that “aside from
    the necessary documentation, approvals and filings required for the ordinary course of business,” neither you, your
    subsidiaries or VIEs is required to obtain regulatory approval from Chinese authorities before listing or subsequent offering in the
    U.S. under any existing PRC law, regulations or rules, including the CSRC, the CAC or any other relevant Chinese regulatory agencies
    that is required to approve your subsidiaries or VIEs operations. Please state whether you, your subsidiaries, or VIEs are covered
    by permissions requirements from the China Securities Regulatory Commission (CSRC) or any other governmental agency that is required
    to approve the VIE’s operations, and state affirmatively whether you have received all requisite permissions or approvals and
    whether any permissions or approvals have been denied.

Response: In response to the Staff’s comments, the
Company has revised the disclosure in the Revised Registration Statement on the cover page and pages 3, 4, 5, 11, 20, 21, 35, 36,
37, 48 and 49 in accordance with the Staff’s instructions.

General

    3.
    We
    remind you that, as indicated in comment 8 to our letter dated November 2, 2022, we will not be in a position to accelerate the
    effectiveness of your registration statement until our comments relating to your Form 20-F for the fiscal year ended December 31,
    2021 have been resolved. To the extent the comments contained in our letters regarding such 20-F apply to the disclosure contained
    in the Form F-3, please make appropriate and corresponding revisions.

Response: In response to the Staff’s comments, the Company
respectfully advises the Staff that the Commission has finished the review of the Company’s annual report on Form 20-F for the fiscal
year ended December 31, 2021 on March 30, 2023.

We hope this response has addressed all of the Staff’s
concerns relating to the comment letter. Should you have additional questions regarding the information contained herein, please contact
our outside securities counsel Bill Huo, Esq. or Michael Goldstein, Esq. of Becker & Poliakoff LLP at bhuo@beckerlawyers.com or mgoldstein@beckerlawyers.com.

Very truly yours,

    By:
    /s/
    Bill Huo

    Name:
    Bill Huo

    cc: Michael Goldstein

United States securities and exchange commission logo
March 30, 2023
Jingwei Zhang
Chief Financial Officer
MingZhu Logistics Holdings Limited
27F Yantian Modern Industry Service Center
No. 3018 Shayan Road, Yantian District
Shenzhen, Guangdong, China 518081
Re:MingZhu Logistics Holdings Limited
Form 20-F for the fiscal year ended December 31, 2021
filed May 11, 2022
File No. 001-39654
Dear Jingwei Zhang:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

CORRESP
1
filename1.htm

    Bill Huo

    Becker & Poliakoff, LLP

    45 Broadway, 17th Floor

    New York, New York 10006

    Email: bhuo@beckerlawyers.com

    Phone: (212) 599-3322 Fax: (212) 557-0295

    March 22, 2023
    VIA EDGAR

Division of Corporation Finance

Office of Energy & Transportation

450 Fifth Street N.W.

Washington, DC 20549

    Attention:
    Mr. Mr. Brian McAllister,

Mr. Raj Rajan

    Re:
    MingZhu Logistics Holdings Limited

Amendment No. 4 to Form 20-F for the fiscal year ended
December 31, 2021

filed March 3, 2023

Response dated March 3, 2023

File No. 001-39564

Dear Mr. McAllister and Mr. Rajan:

On behalf of our client,
MingZhu Logistics Holdings Limited (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 and proposed changes to the
comments contained in the Staff’s letter dated March 9, 2023 on the Company’s Amendment No. 4 to Form 20-F for the fiscal
year ended December 31, 2021 submitted on March 3, 2022.

Concurrently with the submission
of this letter, the Company is submitting its Amendment No. 5 to Form 20-F (the “Revised Form 20-F”) with exhibits via EDGAR
to the Commission.

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 Form 20-F
where the language addressing a particular comment appears. Capitalized terms used but not otherwise defined herein have the meanings
set forth in the Revised Form 20-F.

Amendment No. 4 to Form 20-F for the fiscal
year ended December 31, 2021

Financial Statements

Notes to Consolidated Financial Statements

Note 2 - Restatement of Previously Issued Financial
Statements, page F-9

    1.
    We note your revised disclosures and restatements in response to prior comment 2. We note your revised valuation of 3,189,000 ordinary shares issued in the acquisition of Cheyi BVI as purchase consideration was based on the quoted trading price of $2.12 per share on the date of acquisition. However, it appears you have recorded the revisions in purchase consideration arising from changes in the valuation of shares issued by reducing other payables and accrued liabilities rather than in the statement of changes in shareholders’ equity. Please revise your financial statements and disclosures as appropriate or advise. In addition, please revise the total amount purchase consideration disclosed in notes 1, 12 and 20.

Response: In response to the Staff’s
comments, the Company has revised the disclosure in the Revised Form 20-F on pages 46, 91, 95, 110, 137, F-4, F-6, F-9, F-20, F-33 and
F-35 in accordance with the Staff’s instructions.

    2.
    We note your revised disclosures in response to prior comment 2 relating to the acquisition of Yinhua. You disclose that the valuation of 3,826,000 ordinary shares issued in the acquisition of Yinhua as purchase consideration was based on the quoted trading price of $1.85 per share on the date of acquisition. Using that price per share in the revised valuation would result in purchase consideration of $8,949,823 (net of 1,126,777 of cash), with $5,364,709 allocated to goodwill rather than the $6,397,729 you reported. Please revise or advise. In addition, please revise the total amount of purchase consideration paid and per share value disclosed in paragraph 2, as appropriate.

Response: In response to the Staff’s
comments, the Company has revised the disclosure in the Revised Form 20-F on pages 46, 96, 138 and F-35 in accordance with the Staff’s
instructions.

We hope this response has
addressed all of the Staff’s concerns relating to the comment letter. Should you have additional questions regarding the information
contained herein, please contact our outside securities counsel Bill Huo, Esq. or Michael Goldstein, Esq. of Becker & Poliakoff LLP
at bhuo@beckerlawyers.com or mgoldstein@beckerlawyers.com.

Very truly yours,

    By:
    /s/ Bill Huo

    Name:
    Bill Huo

    cc: Michael Goldstein

CORRESP
1
filename1.htm

    Bill Huo

    Becker & Poliakoff, LLP

    45 Broadway, 17th Floor

    New York, New York 10006

    Email: bhuo@beckerlawyers.com

    Phone: (212) 599-3322 Fax: (212) 557-0295

    March 16, 2023
    VIA EDGAR

Division of Corporation Finance

Office of Energy & Transportation

450 Fifth Street N.W.

Washington, DC 20549

Attention: Mr.  Mr. Brian
McAllister,

Mr. Raj Rajan

    Re:
    MingZhu Logistics Holdings Limited

Amendment No. 4 to Form 20-F for the fiscal year ended
December 31, 2021

filed March 3, 2023

Response dated March 3, 2023

File No. 001-39564

Dear Mr. McAllister and Mr. Rajan:

On behalf of our client, MingZhu Logistics Holdings
Limited (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 and proposed changes to the comments contained in the
Staff’s letter dated March 9, 2023 on the Company’s Amendment No. 4 to Form 20-F for the fiscal year ended December 31, 2021
submitted on March 3, 2022.

The Company plans to submit its Amendment No.
5 to Form 20-F (the “Revised Form 20-F”) with exhibits via EDGAR to the Commission after the Staff finishes the review of
the proposed changes as set forth in this correspondence.

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 Form 20-F where the language
addressing a particular comment appears. Capitalized terms used but not otherwise defined herein have the meanings set forth in the Revised
Form 20-F.

Amendment No. 4 to Form 20-F for the fiscal
year ended December 31, 2021

Financial Statements

Notes to Consolidated Financial Statements

Note 2 - Restatement of Previously Issued Financial
Statements, page F-9

    1.
    We note your revised disclosures and restatements in response to prior comment 2. We note your revised valuation of 3,189,000 ordinary shares issued in the acquisition of Cheyi BVI as purchase consideration was based on the quoted trading price of $2.12 per share on the date of acquisition. However, it appears you have recorded the revisions in purchase consideration arising from changes in the valuation of shares issued by reducing other payables and accrued liabilities rather than in the statement of changes in shareholders' equity. Please revise your financial statements and disclosures as appropriate or advise. In addition, please revise the total amount purchase consideration disclosed in notes 1, 12 and 20.

Response: In response to the Staff’s comments,
the Company plan to revise the disclosure in the Revised Form 20-F as below:

Page 46:

Pursuant to the agreement,
the total consideration for the acquisition of 100% equity ownership of Cheyi BVI is an aggregate of $29,466,032 $23,470,712,
consisting of the issuance by the Company to the shareholders of Cheyi BVI an aggregate of 3,189,000 Company’s ordinary shares (representing
$12,756,000 $6,760,680 with $4.00 $2.12 per ordinary share) and payment of $2,000,000 at closing, and
Year-2021 earnout payment of $8,826,019 and Year-2022 earnout payment of $5,884,013 if Cheyi BVI’s audited net income for its fiscal
year 2021 and 2022 is no less than U.S. $3,000,000 respectively. The two earnout payments are due 13 months upon the delivery of Cheyi
BVI’s audited financial statements.

Page 91:

    As of December 31, 2021

    The

Company

    WFOE

    Directly

owned PRC

subsidiaries

    Other

subsidiaries

    VIEs

    Eliminations

    Total

    Cash and restricted cash

    $
    3,079,046

    $
    -

    $
    430,878

    $
    765,128

    $
    1,477,065

    $
    -

    $
    5,752,117

    Intercompany receivables

    $
    14,083,531

    $
    -

    $
    -

    $
    8,852,220

    $
    -

    $
    (22,935,751
    )

    $
    -

    Total current assets

    $
    17,162,577

    $
    -

    $
    28,734,263

    $
    9,617,348

    $
    7,030,714

    $
    (22,935,751
    )

    $
    39,609,151

    Investments in subsidiaries and VIEs

    $
     23,470,712

    $
    9,313,142

    $
    -

    $
    5,516,783

    $
    -

    $
     (38,300,637
    )

    $
    -

    Total non-current assets

    $
     32,970,712

    $
    9,313,142

    $
    2,511,855

    $
    5,516,783

    $
    10,576,090

    $
     (24,143,067
    )

    $
    36,745,515

    Total assets

    $
     50,133,289

    $
    9,313,142

    $
    31,246,118

    $
    15,134,131

    $
    17,606,804

    $
     (47,078,818
    )

    $
    76,354,666

    Total liabilities

    $

    9,165,615

    15,160,935

    $
    -

    $
    19,566,067

    $
    14,692,288

    $
    8,293,662

    $
     (23,031,900
    )

    $

    28,685,732

    34,681,052

    Total shareholders’ equity

    $

    40,967,674

    34,972,354

    $
    9,313,142

    $
    11,680,051

    $
    441,843

    $
    9,313,142

    $
    (24,046,918
    )

    $

    47,668,934

    41,673,614

    Total liabilities and shareholders’ equity

    $
    50,133,289

    $
    9,313,142

    $
    31,246,118

    $
    15,134,131

    $
    17,606,804

    $
    (47,078,818
    )

    $
    76,354,666

Page 95:

Pursuant to the agreement,
the total consideration for the acquisition of 100% equity ownership of Cheyi BVI is an aggregate of $29,466,032 $23,470,712,
consisting of the issuance by the Company to the shareholders of Cheyi BVI an aggregate of 3,189,000 Company’s ordinary shares (representing
$12,756,000 $6,760,680 with $4.00 $2.12 per ordinary share) and payment of $2,000,000 at closing, and
Year-2021 earnout payment of $8,826,019 and Year-2022 earnout payment of $5,884,013 if Cheyi BVI’s audited net income for its fiscal
year 2021 and 2022 is no less than U.S. $3,000,000 respectively. The two earnout payments are due 13 months upon the delivery of Cheyi
BVI’s audited financial statements.

Page 110:

For the year ended December
31, 2021, we had a cash flow used in operating activities of $23,784,162 as compared to a cash used in operating activities of $890,209
for the year ended December 31, 2020. As of December 31, 2021, and 2020, we had cash of $5,752,117 and $11,605,625, respectively, and
our working capital was $11,303,470 $5,308,150 and $17,696,726, respectively. The decrease of $6,393,256
$12,388,576 in working capital was mainly due to the acquisition completed and the business cooperation during year 2021.

Page 137:

Pursuant to the agreement,
the total consideration for the acquisition of 100% equity ownership of Cheyi BVI was an aggregate of $29,466,032 $23,470,712,
consisting of the issuance by the Company to the shareholders of Cheyi BVI an aggregate of 3,189,000 Company’s ordinary shares (representing
$12,756,000 $6,760,680 with $4.00 $2.12 per ordinary share) and payment of $2,000,000 at closing, and
Year-2021 earnout payment of $8,826,019 and Year-2022 earnout payment of $5,884,013 if Cheyi BVI’s audited net income for its fiscal
year 2021 and 2022 is no less than U.S. $3,000,000 respectively. The two earnout payments are due 13 months upon the delivery of Cheyi
BVI’s audited financial statements.

    2

Page F-4:

    As of

December 31,

2021

    As of

December 31,

2020

    USD

    USD

    Restatement

    Reclassification

    ASSETS

    CURRENT ASSETS

    Cash and cash equivalents

    $
    5,752,117

    $
    2,105,625

    Restricted cash

    -

    9,500,000

    Accounts receivable, net

    3,650,005

    5,343,716

    Prepayments

    5,473,938

    1,059,335

    Other receivables

    1,540,044

    31,082

    Loans receivable

    22,487,767

    11,416,940

    Amount due from related parties

    705,280

    741,340

    Total current assets

    39,609,151

    30,198,038

    NON-CURRENT ASSET

    Property and equipment, net

    12,224,582

    3,448,109

    Deferred tax assets

    35,491

    31,852

    Deposits

    10,327,872

    261,992

    Goodwill

    14,157,570

    -

    Total non-current asset

    36,745,515

    3,741,953

    Total assets

    $
    76,354,666

    $
    33,939,991

    LIABILITIES AND SHAREHOLDERS’ EQUITY

    CURRENT LIABILITIES:

    Short-term bank borrowings

    $
    7,579,324

    $
    6,551,724

    Accounts payable

    1,344,532

    1,415,591

    Other payables and accrued liabilities

    13,273,804

    19,269,124

    531,120

    Amount due to related parties

    294,344

    993,846

    Tax payable

    3,133,294

    2,722,409

    Current maturities of long-term bank borrowings

    269,009

    -

    Current portion of capital lease and financing obligations

    2,267,248

    51,135

    Current maturities of loans from other financial institutions

    144,126

    235,487

    Total current liabilities

    28,305,681

    34,301,001

    12,501,312

    NON-CURRENT LIABILITIES

    Long-term bank borrowings

    179,339

    -

    Long-term loans from other financial institutions

    -

    136,400

    Long-term portion of capital lease and financing obligations

    200,712

    27,989

    Total non-current liabilities

    380,051

    164,389

    Total liabilities

    28,685,732

    34,681,052

    12,665,701

    SHAREHOLDERS’ EQUITY

    Ordinary shares: $0.001 par value, 50,000,000 shares authorized, 19,134,277 and 12,354,040 shares issued and outstanding as of December 31, 2021 and 2020, respectively*

    19,134

    12,354

    Share subscription receivables

    (847,086
    )

    (847,086
    )

    Additional paid-in capital

    41,792,071

    35,796,751

    13,824,820

    Statutory reserves

    916,148

    877,886

    Retained earnings

    5,929,043

    6,905,718

    Accumulated other comprehensive (loss) income

    (140,376
    )

    500,598

    Total shareholders’ equity

    47,668,934

    41,673,614

    21,274,290

    Total liabilities and shareholders’ equity

    $
    76,354,666

    $
    33,939,991

    3

Page F-6:

    Shares*

    Amount

    Share Subscription

Receivables

    Additional Paid-in

Capital

    Statutory

Reserve

    Retained Earnings

    Accumulated Other Comprehensive (Loss)

    Income

    Total

    USD

    USD

    USD

    USD

    USD

    USD

    USD

    BALANCE, January 1, 2019

    9,000,000

    $
    9,000

    $
    (847,086
    )

    $
    4,115,638

    $
    537,874

    $
    4,820,640

    $
    (131,035
    )

    $
    8,505,031

    Net income for the year

    -

    -

    -

    -

    -

    1,642,794

    -

    1,642,794

    Foreign currency translation adjustment

    -

    -

    -

    -

    -

    -

    (121,195
    )

    (121,195
    )

    Appropriation to statutory reserves

    -

    -

    -

    -

    222,601

    (222,601
    )

    -

    -

    BALANCE, December 31, 2019

    9,000,000

    $
    9,000

    $
    (847,086
    )

    $
    4,115,638

    $
    760,475

    $
    6,240,833

    $
    (252,230
    )

    $
    10,026,630

    Issuance of shares through initial public offering

    3,354,040

    3,354

    -

    10,955,449

    -

    -

    -

    10,958,803

    Capitalization of listing expenses

    -

    -

    -

    (1,246,267
    )

    -

    -

    -

    (1,246,267
    )

    Net income for the year

    -

    -

    -

    -

    -

    782,296

    -

    782,296

    Foreign currency translation adjustment

    -

    -

    -

    -

    -

    -

    752,828

    752,828

    Appropriation to statutory reserves

    -

    -

    -

    -

    117,411

    (117,411
    )

    -

    -

    BALANCE, December 31, 2020

    12,354,040

    $
    12,354

    $
    (847,086
    )

    $
    13,824,820

    $
    877,886

    $
    6,905,718

    $
    500,598

    $
    21,274,290

    Issuance of shares

    6,780,237

    6,780

    -

    27,967,251

    21,971,931

    -

    -

    -

    27,974,031

    21,978,711

    Net (loss) for the year

    -

    -

    -

    -

    -

    (938,413
    )

    -

     (938,413
    )

    Foreign currency translation adjustment

    -

    -

    -

    -

    -

    -

    (640,974
    )

     (640,974
    )

    Appropriation to statutory reserves

    -

    -

    -

    -

    38,262

    (38,262
    )

    -

    -

    BALANCE, December 31, 2021

    19,134,277

    $
    19,134

    $
    (847,086
    )

    $

    41,792,071

    35,796,751

    $
    916,148

    $
    5,929,043

    $
    (140,376
    )

    $

    47,668,934

    41,673,614

    4

Page F-9

On December 29, 2021 (“Acquisition
Date”), the Company entered into a Share Purchase Agreement (the “SPA”) to acquire 100% of the equity interest of Cheyi
(BVI) Limited (the “Cheyi BVI”) which operates its business through its subsidiary Zhejiang Cheyi Network Technology Co.,
Ltd. (the “Cheyi Network”), an integrated online car-hailing and driver management services company. Pursuant to the agreement,
the total consideration for the acquisition of 100% equity ownership of Cheyi BVI is an aggregate of U.S. $29,466,032
$23,470,712, consisting of the issuance by the Company to the shareholders of Cheyi BVI an aggregate of 3,189,000 fully paid Company’s
ordinary shares (being U.S. $12,756,000 $6,760,680 of $4 $2.12 per share) and payment of $2,000,000
at closing, and Year-2021 earnout payment of U.S. $8,826,019 and Year-2022 earnout payment of U.S. $5,884,013 if the Cheyi BVI’s
audited net income for its fiscal year 2021 and 2022 is no less than U.S. $3,000,000 respectively. The two earnout payments are due 13
months upon the delivery of Cheyi BVI’s audited financial statements.

    As of December 31, 2021

    As Previously

Reported

    Restatement

Adjustment

    As Restated

    Balance Sheet

    Goodwill

    $
    20,152,890

    $
    (5,995,320
    )

    $
    14,157,570

    Total non-current asset

    42,740,835

    (5,995,320
    )

    36,745,515

    Total assets

    $
    82,349,986

    $
    (5,995,320
    )

    $
    76,354,666

    Other payables and accrued liabilities

    Additional paid-in capital

    $

    19,269,124

    41,792,071

    $
    (5,995,320
    )

    $

    13,273,804

    35,796,751

    Total current liabilities

    Total shareholders’ equity

    $

    34,681,052

    47,668,934

    $
    (5,995,320
    )

    $

    28,685,732

    41,673,614

Page F-20:

On December 29, 2021 (the “Acquisition
Date”), the Company entered into a Share Purchase Agreement (the “SPA”) to acquire 100% of the equity interest of Cheyi
(BVI) Limited (the “Cheyi BVI”) which operates its business through its subsidiary Zhejiang CheYi Network Technology Co.,
Ltd. (the “CheYi Network”), an integrated online car-hailing and driver management services company. Pursuant to the agreement,
the total consideration for the acquisition of 100% equity ownership of Cheyi BVI is an aggregate of $29,466,032 $23,470,712,
consisting of the issuance by the Company to the shareholders of Cheyi BVI an aggregate of 3,189,000 fully paid Company’s ordinary
shares (being $12,756,000 $6,760,680 of $4 $2.12 per share) and payment of $2,000,000 at closing, and
Year-2021 earnout payment of $8,826,019 and Year-2022 earnout payment of $5,884,013 if the Cheyi BVI’s audited net income for its
fiscal year 2021 and 2022 is no less than $3,000,000 respectively. The two earnout payments are due 13 months upon the delivery of Cheyi
BVI’s audited financial statements.

    December 31,

2021

    December 31,

2020

    Other payables and accrued liabilities

    Rental deposits

    $
    220,416

    $
    215,268

    Salary payables

    157,970

    127,610

    Others

    44,053

    110,540

    Receipt in advance

    153,399

    77,702

    Payable under acquisition

    10,714,712

    16,710,032

    -

    Advance for operational purpose

    286,820

    -

    Lending with no interests

    1,220,176

    -

    Deposits for purchase of vehicles

    476,258

United States securities and exchange commission logo
March 9, 2023
Jingwei Zhang
Chief Financial Officer
MingZhu Logistics Holdings Limited
27F Yantian Modern Industry Service Center
No. 3018 Shayan Road, Yantian District
Shenzhen, Guangdong, China 518081
Re:MingZhu Logistics Holdings Limited
Amendment No. 4 to Form 20-F for the fiscal year ended December 31, 2021
filed March 3, 2023
Response dated March 3, 2023
File No. 001-39654
Dear Jingwei Zhang:
            We have reviewed your March 3, 2023 response to our comment letter 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
February 17, 2023 letter.
Amendment No. 4 to Form 20-F for the fiscal year ended December 31, 2021
Financial Statements
Notes to Consolidated Financial Statements
Note 2 - Restatement of Previously Issued Financial Statements, page F-9
1.We note your revised disclosures and restatements in response to prior comment 2.  We
note your revised valuation of 3,189,000 ordinary shares issued in the acquisition of Cheyi
BVI as purchase consideration was based on the quoted trading price of $2.12 per share
on the date of acquisition.  However, it appears you have recorded the revisions in
purchase consideration arising from changes in the valuation of shares issued by reducing
other payables and accrued liabilities rather than in the statement of changes in

 FirstName LastNameJingwei Zhang
 Comapany NameMingZhu Logistics Holdings Limited
 March 9, 2023 Page 2
 FirstName LastName
Jingwei Zhang
MingZhu Logistics Holdings Limited
March 9, 2023
Page 2
shareholders' equity.  Please revise your financial statements and disclosures as
appropriate or advise.  In addition, please revise the total amount purchase consideration
disclosed in notes 1, 12 and 20.
Note 23 - Subsequent events (restatement), page F-35
2.We note your revised disclosures in response to prior comment 2 relating to the
acquisition of Yinhua.  You disclose that the valuation of 3,826,000 ordinary shares issued
in the acquisition of Yinhua as purchase consideration was based on the quoted trading
price of $1.85 per share on the date of acquisition.  Using that price per share in the
revised valuation would result in purchase consideration of $8,949,823 (net of 1,126,777
of cash), with $5,364,709 allocated to goodwill rather than the $6,397,729 you reported.
Please revise or advise.  In addition, please revise the total amount of purchase
consideration paid and per share value disclosed in paragraph 2, as appropriate.
            You may contact Brian McAllister at (202) 551-3341 or Raj Rajan at (202) 551-3388 if
you have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

CORRESP
1
filename1.htm

    Bill Huo

    Becker & Poliakoff, LLP

    45 Broadway, 17th Floor

    New York, New York 10006

    Email: bhuo@beckerlawyers.com

    Phone: (212) 599-3322 Fax: (212) 557-0295

    March 3, 2023
    VIA EDGAR

Division of Corporation Finance

Office of Energy & Transportation

450 Fifth Street N.W.

Washington, DC 20549

    Attention:
    Mr. Brian McAllister,

Mr. Raj Rajan

    Re:
    MingZhu Logistics Holdings Limited

Amendment No. 3 to Form 20-F for the fiscal year ended

December 31, 2021 filed February 8, 2023

Response dated February 8, 2023

File No. 001-39564

Dear Mr. McAllister and Mr. Rajan:

On behalf of our client, MingZhu Logistics
Holdings Limited (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 February 17, 2023 on the Company’s Amendment No. 3 to Form 20-F for the fiscal year ended December
31, 2021 submitted on February 8, 2022.

Concurrently with the submission of this letter,
the Company is submitting its Amendment No. 4 to Form 20-F (the “Revised Form 20-F”) with exhibits via EDGAR to the Commission.

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 Form 20-F where the language
addressing a particular comment appears. Capitalized terms used but not otherwise defined herein have the meanings set forth in the Revised
Form 20-F.

Amendment No. 3 to Form 20-F for the fiscal
year ended December 31, 2021

Capital Expenditures, page 114

    1.
    We note your response to prior comment 4. Please revise the disclosures to appropriately identify and clearly describe the term adjusted capital expenditure as a non-GAAP financial measure and provide the disclosures required by Item 10(e) of Regulation S-K. Refer to Question 100.05 of the Compliance Disclosure and Interpretations on Non-GAAP Financial Measures, updated December 13, 2022.

Response: In response to the Staff’s comments,
the Company has revised the disclosure in the Revised Form 20-F on page 114 in accordance with the Staff’s instructions.

Note 11 - Acquisition, page F-20

    2.
    We note your response to prior comment 5. Since your ordinary shares are trading in an active market it appears to us the quoted price on NASDAQ provides the most reliable evidence of fair value. Accordingly, please revise your valuation of the shares issued in these acquisitions as purchase consideration to be based on the quoted trading price of your ordinary shares on the dates of acquisitions, as required by ASC 820-10-35-41, or demonstrate to us how you met the exception criteria specified in paragraph ASC 820-10-35-41C to use an alternative pricing method.

Response: In response to the Staff’s comments,
the Company has revised the disclosure in the Revised Form 20-F on page 91, 110, F-4, F-9 in accordance with the Staff’s instructions.

We hope this response has addressed all of the
Staff’s concerns relating to the comment letter. Should you have additional questions regarding the information contained herein,
please contact our outside securities counsel Bill Huo, Esq. or Michael Goldstein, Esq. of Becker & Poliakoff LLP at bhuo@beckerlawyers.com
or mgoldstein@beckerlawyers.com.

Very truly yours,

    By:
    /s/ Bill Huo

    Name:
    Bill Huo

    cc: Michael Goldstein

United States securities and exchange commission logo
February 17, 2023
Jinlong Yang
Chief Executive Officer
MingZhu Logistics Holdings Limited
27F, Yantian Modern Industry Service Center
No. 3018 Shayan Road, Yantian District
Shenzhen, Guangdong, China 518081
Re:MingZhu Logistics Holdings Limited
Amendment No. 2 to Registration Statement on Form F-3
Filed January 30, 2023
File No. 333-267839
Dear Jinlong Yang:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our January 23, 2023 letter.
Amendment No. 2 to Registration Statement on Form F-3
About MingZhu Logistics Holdings Limited, page 1
1.We note your revised disclosure in response to prior comment 1 states that "unless the
context otherwise requires," references to the "Company" "we," "our" or "us" refer to
Mingzhu Logistics Holdings Limited and its subsidiaries, excluding the VIEs and the
VIEs' subsidiaries.  Please make corresponding revisions on page 18.  Please remove
references to "unless the context otherwise indicates" and revise your disclosure, as
necessary, to clarify to investors which entities disclosure is referencing.  In addition,
please make corresponding revisions to your disclosure on page 18.

 FirstName LastNameJinlong Yang
 Comapany NameMingZhu Logistics Holdings Limited
 February 17, 2023 Page 2
 FirstName LastName
Jinlong Yang
MingZhu Logistics Holdings Limited
February 17, 2023
Page 2
Permissions and Approvals for Our Operations and Issuance of Securities to Foreign Investors,
page 3
2.We note you have revised your disclosure in response to prior comment 2 to state that
your PRC subsidiaries and VIEs have obtained the requisite licenses and permits from the
PRC government authorities that are "material" for the business operations of your
subsidiaries and VIEs in China.  Please revise to disclose each permission or approval that
you, your subsidiaries, or the VIEs are required to obtain from Chinese authorities to
operate your business. In addition, we note you disclose that "aside from the necessary
documentation, approvals and filings required for the ordinary course of business," neither
you, your subsidiaries or VIEs is required to obtain regulatory approval from Chinese
authorities before listing or subsequent offering in the U.S. under any existing PRC law,
regulations or rules, including the CSRC, the CAC or any other relevant Chinese
regulatory agencies that is required to approve your subsidiaries or VIEs operations.
Please state whether you, your subsidiaries, or VIEs are covered by permissions
requirements from the China Securities Regulatory Commission (CSRC) or any other
governmental agency that is required to approve the VIE’s operations, and state
affirmatively whether you have received all requisite permissions or approvals and
whether any permissions or approvals have been denied.
General
3.We remind you that, as indicated in comment 8 to our letter dated November 2, 2022, we
will not be in a position to accelerate the effectiveness of your registration statement until
our comments relating to your Form 20-F for the fiscal year ended December 31, 2021
have been resolved. To the extent the comments contained in our letters regarding such
20-F apply to the disclosure contained in the Form F-3, please make appropriate
and corresponding revisions.

            Please contact Karina Dorin, Staff Attorney, at (202) 551-3763 or Laura Nicholson,
Special Counsel, at (202) 551-3584 with any questions.

Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Bill Huo

CORRESP
1
filename1.htm

    Bill
    Huo

    Becker
    & Poliakoff, LLP

    45
    Broadway, 17th Floor

    New
    York, New York 10006

    Email:
    bhuo@beckerlawyers.com

    Phone:
    (212) 599-3322 Fax: (212) 557-0295

    February 8, 2023
    VIA
    EDGAR

Division
of Corporation Finance

Office
of Energy & Transportation

450
Fifth Street N.W.

Washington,
DC 20549

    Attention:
    Mr. Brian
    McAllister,

Mr.
Raj Rajan

    Re:
    MingZhu
    Logistics Holdings Limited

Amendment
No. 2 to Form 20-F for the fiscal year ended

December
31, 2021 filed November 18, 2022

Response
dated November 18, 2022

File
No. 001-39564

Dear
Mr. McAllister and Mr. Rajan:

On
behalf of our client, MingZhu Logistics Holdings Limited (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 January 5, 2023 on the Company’s Amendment No. 2 to Form 20-F for the
fiscal year ended December 31, 2021 submitted on November 18, 2022.

Concurrently
with the submission of this letter, the Company is submitting its Amendment No. 3 to Form 20-F (the “Revised Form 20-F”)
with exhibits via EDGAR to the Commission.

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 Form 20-F where the language addressing a particular comment appears. Capitalized terms used but not otherwise defined
herein have the meanings set forth in the Revised Form 20-F.

Amendment
No. 2 to Form 20-F for the year ended December 31, 2021

Item
4. Information on the Company

4A.
History and Development of the Company, page 45

    1.
    We note your response to
    prior comment one, affirming that Da Hua CPA’s participated in the audit of the Company. Accordingly, disclose whether the
    firm Da Hua CPAs is subject to determinations announced by the PCAOB on December 16, 2021 and whether and how the Holding Foreign
    Companies Accountable Act and related regulations will affect the Company.

Response: In response to the Staff’s comments, the Company confirms that Da Hua CPAs is subject to the determinations announced
by the PCAOB on December 16, 2021. However, Company believes that the Holding Foreign Companies Accountable Act and related regulations
will not affect the Company for the following reasons: (1) as advised by Audit Alliance, auditor of the Company, the audit work conducted
by Dahua staffs was under the supervision of and control by Audit Alliance; (2) all the audit working papers and supporting documents
are kept by Audit Alliance in Singapore and are ready for any inspection by PCAOB; (3) on December 15, 2022, the PCAOB secured complete
access to inspect, investigate Chinese firms and the Board of the PCAOB vacated the Board’s December 16, 2021 determination that
the Board was unable to inspect or investigate completely registered public accounting firms headquartered in mainland China and Hong
Kong.

4.C.
Organizational Structure

Our
Subsidiaries and VIEs, page 83

    2.
    We note your response to
    prior comment ten and we reissue our comment. Please revise to provide a robust analysis of how the contractual VIE agreements included
    in pages 86- 87 provide you with controlling financial interests in Zhisheng. Explain how you concluded that you are the primary
    beneficiary.

Response: In response to the Staff’s
comments, the Company has revised the disclosure in the Revised Form 20-F on page 86 in accordance with the Staff’s instructions.

5.B.
Liquidity and Capital Resources

Dividends
and Distributions, page 110

    3.
    We note your response to
    prior comment five and we reissue our comment. It is still not clear how cash is transferred between the entities in your organization.
    For example, considering the cash balance of the Company and cash flows presented on page 92, it is not clear how your disclosure
    of cash flows from the Company to the Company’s subsidiaries of $9,500,000 in 2021 is appropriate. Please revise to provide
    a detailed listing of each cash transferred and received for each entity during the periods presented and reconcile to cash flow
    disclosures on page 92.

Response:
In response to the Staff’s comments, the Company has revised the disclosure in the Revised Form 20-F on pages 92-94 and 113 in
accordance with the Staff’s instructions.

Capital
Expenditures, page 111

    4.
    We note your response to
    prior comment six and we reissue our comment. Please revise to disclose that the measure “Adjusted capital expenditures”
    is a non-GAAP measure and provide the disclosures required by Item 10(e) of Regulation S-K.

Response:
In response to the Staff’s comments, the Company has revised the disclosure in the Revised Form 20-F on page 114 in accordance
with the Staff’s instructions.

Note
11- Acquisition, page F-20

    5.
    We
                                                         note your responses to prior comments eight and 12 and we reissue our comments. Your response states that a $4.00 per share value
                                                         was determined through such negotiations between the participants in both transactions and also reflects a premium over the trading
                                                         value of the ordinary shares. The quoted closing prices for your ordinary shares on NASDAQ on the dates of the acquisitions of Cheyi
                                                         BVI and Yinhua were $2.12 and $1.85 per share, respectively. The fair value hierarchy gives the highest priority to unadjusted
                                                         quoted prices in active markets as the most reliable fair value measurement, and the lowest priority to unobservable inputs. Refer
                                                         to ASC 820-10-35-41. Accordingly, please revise your valuation of shares issued in the acquisitions and purchase consideration based
                                                         on the quoted trading price of your ordinary shares on the date of acquisitions or demonstrate to us how your valuation methodology
                                                         is more reliable and preferable. Please tell us the exceptions in ASC 820 you relied upon to make adjustments to an observable input
                                                         used to value your ordinary share issued in these acquisitions and how your prioritization to use unobservable inputs as an
                                                         adjustment is consistent with the general principles of the fair value hierarchy. Please include the applicable citations in GAAP to
                                                         support your valuation of shares and accounting conclusion.

Response:
In response to the Staff’s comments, the Company has carefully assessed the valuation of shares issued in the acquisition of Cheyi
BVI and Yinhua. According to ASC 820-10-35-54C through ASC 820-10-35-54H, which addresses valuations in markets that were previously
active, but are inactive in the current period.

    2

ASC
820-10-35-54C provides a list of factors to consider in determining whether there has been a significant decrease in the volume
or level of activity in relation to normal market activity. The factors that an entity should evaluate include (but are not limited to):

 ● There
                                            is a significant decline in the activity of, or there is an absence of a market for new issues
                                            (that is, a primary market) for that asset or liability or similar assets or liabilities;

 ● There
                                            are few recent transactions;

 ● Price
                                            quotations are not developed using current information;

 ● Price
                                            quotations vary substantially either over time or among market makers (for example, some
                                            brokered markets).

Regarding
the acquisition of Cheyi BVI, the Company had evaluated the average daily trading volume of the Company’s ordinary shares and other
factors for determining whether there has been a significant decrease in the market trading volume:

 ● The
                                            average daily trading volume (“ADTV”) of the Company’s ordinary shares
                                            over 45 days prior to the acquisition date of December 29, 2021 is 183,896. In comparison
                                            to the ADTV of 552,577 from the date of listing to the December 28, 2021, the ADTV is decreased
                                            by 67%.

 ● The
                                            volume-weighted average price (“VWAP”) of the Company’s ordinary shares
                                            over 45 days prior to December 29, 2021 is $9.18. In comparison to the VWAP of $2.24 from
                                            date of listing to the December 28, 2021, the VWAP is decreased by 76%.

The
Company concludes that there has been a significant decrease in the volume and hence the trading price is less relevant in valuation
of shares issued in the acquisition of Cheyi BVI.

Regarding
the acquisition of Yinhua, the Company had evaluated the average daily trading volume of the Company’s ordinary shares and other
factors for determining whether there has been a significant decrease in the market trading volume:

 ● The
                                            average daily trading volume (“ADTV”) of the Company’s ordinary shares
                                            over 45 days prior to the acquisition date of March 14, 2022 is 72,120. In comparison to
                                            the ADTV of 548,121 from the date of listing to March 14, 2022, the ADTV is decreased by
                                            87%.

 ● The
                                            volume-weighted average price (“VWAP”) of the Company’s ordinary shares
                                            over 45 days prior to March 14, 2022 is $1.64. In comparison to the VWAP of $8.17 from the
                                            date of listing to March 14, 2022, the VWAP is decreased by 80%.

The
Company concludes that there has been a significant decrease in the volume and hence the trading price is less relevant in valuation
of shares issued in the acquisition of Yinhua.

ASC
820-10-35-54F states if there has been a significant decrease in the volume or level of activity for the asset or liability, a change
in valuation technique or the use of multiple valuation techniques may be appropriate. Accordingly, the Company employed a certified
asset valuation firm to further determine the fair value of shares issued for the acquisition of Cheyi BVI and Yinhua. With the results
of valuation made by the certified asset valuation firm, the Company believes that the fair value of shares issued for the acquisition
of Cheyi BVI and Yinhua is $4.00.

    3

We
hope this response has addressed all of the Staff’s concerns relating to the comment letter. Should you have additional questions
regarding the information contained herein, please contact our outside securities counsel Bill Huo, Esq. or Michael Goldstein, Esq. of
Becker & Poliakoff LLP at bhuo@beckerlawyers.com or mgoldstein@beckerlawyers.com.

Very
truly yours,

    By:
    /s/
    Bill Huo

    Name:
    Bill Huo

    cc: Michael Goldstein

 4

United States securities and exchange commission logo
February 7, 2023
Jingwei Zhang
Chief Financial Officer
MingZhu Logistics Holdings Limited
27F Yantian Modern Industry Service Center
No. 3018 Shayan Road, Yantian District
Shenzhen, Guangdong, China 518081
Re:MingZhu Logistics Holdings Limited
Amendment No. 2 to Form 20-F for the fiscal year ended December 31, 2021
Filed November 18, 2022
File No. 001-39654
Dear Jingwei Zhang:
            We issued comments to you on the above captioned filing on January 5, 2023.  As of the
date of this letter, these comments remain outstanding and unresolved.  We expect you to
provide a complete, substantive response to these comments by February 21, 2023.
            If you do not respond, we will, consistent with our obligations under the federal securities
laws, decide how we will seek to resolve material outstanding comments and complete our
review of your filing and your disclosure.  Among other things, we may decide to release
publicly, through the agency's EDGAR system, all correspondence, including this letter, relating
to the review of your filings, consistent with the staff's decision to publicly release comment and
response letters relating to disclosure filings it has reviewed.
            Please contact Brian McAllister at (202) 551-3341 or Raj Rajan at (202) 551-3388 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

CORRESP
1
filename1.htm

    Bill Huo

    Becker & Poliakoff, LLP

    45 Broadway, 17th Floor

    New York, New York 10006

    Email: bhuo@beckerlawyers.com

    Phone: (212) 599-3322 Fax: (212) 557-0295

    January 30, 2023
    VIA EDGAR

United States Securities & Exchange Commission

Division of Corporation Finance

Office of Energy & Transportation

100 F Street, NE

Washington, DC 20549

    Attention:
    Ms. Karina Dorin,

Ms. Laura Nicholson

    Re:
    MingZhu Logistics Holdings Limited

Registration Statement on Form F-3

Filed January 9, 2023

File No. 333-267839

To the Reviewing Staff Members of the Commission:

On behalf of our client, MingZhu Logistics Holdings
Limited, a Cayman Islands 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 January 23, 2023 on the Company’s Registration Statement on Form F-3 Amendment No. 1
previously submitted on January 9, 2023 (the “Registration Statement”).

Concurrently with the submission of this letter,
the Company is submitting Amendment No. 2 to its registration statement on Form F-3 (the “Revised Registration Statement”)
with exhibits via EDGAR to the Commission.

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. 1 to Form F-3 filed January 9, 2023

About MingZhu Logistics Holdings Limited, Page 1

    1.

    We note your response to prior comment 3 and reissue such
    comment in part. On your cover page, and throughout your prospectus, refrain from using terms such as “we” or
    “our” when describing activities or functions of a VIE. For example, we note your revised disclosure on page ii that
    includes your VIEs in your definition of the “Company,” “we,” “our” or “us.”

Response: In response to the Staff’s comments, the
Company has revised the disclosure in the Revised Registration Statement on pages ii and 1 in accordance with the Staff’s instructions.

    2.
    We note your response to prior comment 5 and reissue it. Please revise your disclosure in this section to disclose each permission or approval that you, your subsidiaries, or the VIEs are required to obtain from Chinese authorities to operate your business and to offer the securities being registered to foreign investors. State whether you, your subsidiaries, or VIEs are covered by permissions requirements from the China Securities Regulatory Commission (CSRC) or any other governmental agency that is required to approve the VIE’s operations, and state affirmatively whether you have received all requisite permissions or approvals and whether any permissions or approvals have been denied. Please also describe the consequences to you and your investors if you, your subsidiaries, or the VIEs: (i) do not receive or maintain such permissions or approvals, (ii) inadvertently conclude that such permissions or approvals are not required, or (iii) applicable laws, regulations, or interpretations change and you are required to obtain such permissions or approvals in the future.

Response: In response to the Staff’s comments,
the Company has revised the disclosure in the Revised Registration Statement on pages 3 to 5 in accordance with the Staff’s
instructions.

    3.
    We note you disclose in response to prior comment 6 that “Mingzhu is permitted under PRC laws and regulations as an offshore holding company to provide funding to its PRC subsidiaries in China through shareholder loans or capital contributions, subject to satisfaction of applicable government registration and filing requirements.” Please expand your disclosure to describe the applicable government registration and filing requirements.

Response: In response to the Staff’s comments, the
Company has revised the disclosure in the Revised Registration Statement on the cover page and pages 41 and 49 in accordance with the
Staff’s instructions.

 Exhibits

    4.
    Please revise the legal opinion to opine on the legality of all the securities being registered, as required by Item 601(b)(5)(i) of Regulation S-K. Refer to Item 9 of Form F-3.

Response: In response to the Staff’s comments, the
Company is filing the updated legal opinion as Exhibit 5.1 of this Amendment.

    5.
    We note that the consent of Audit Alliance LLP filed as Exhibit 23.1 consents to the incorporation by reference of such firm’s report dated January 6, 2023 with respect to the audit of the consolidated financial statements of MingZhu Logistics Holdings Limited and its subsidiaries as of and for the year ended December 31, 2021. However, the Audit Alliance report with respect to such audit does not appear to be dated January 6, 2023. Please obtain and file a revised consent.

Response: In response to the Staff’s comments, the
Company is filing the updated consent of Audit Alliance LLP as Exhibit 23.1 of this Amendment.

    2

We hope this response has addressed all of the
Staff’s concerns relating to the comment letter. Should you have additional questions regarding the information contained herein,
please contact our outside securities counsel Bill Huo, Esq. or Michael Goldstein, Esq. of Becker & Poliakoff LLP at bhuo@beckerlawyers.com
or mgoldstein@beckerlawyers.com.

Very truly yours,

    By:
    /s/ Bill Huo

    Name:
    Bill Huo

    cc: Michael Goldstein

3

United States securities and exchange commission logo
January 23, 2023
Jinlong Yang
Chief Executive Officer
MingZhu Logistics Holdings Limited
27F, Yantian Modern Industry Service Center
No. 3018 Shayan Road, Yantian District
Shenzhen, Guangdong, China 518081
Re:MingZhu Logistics Holdings Limited
Amendment No. 1 to Registration Statement on Form F-3
Filed January 9, 2023
File No. 333-267839
Dear Jinlong Yang:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our November 2, 2022 letter.
Amendment No. 1 to Form F-3
About Mingzhu Logistics Holdings Limited, page 1
1.We note your response to prior comment 3, and reissue such comment in part.  On your
cover page, and throughout your prospectus, refrain from using terms such as “we” or
“our” when describing activities or functions of a VIE.  For example, we note your revised
disclosure on page ii that includes your VIEs in your definition of the “Company,” “we,”
“our” or “us.”

 FirstName LastNameJinlong Yang
 Comapany NameMingZhu Logistics Holdings Limited
 January 23, 2023 Page 2
 FirstName LastName
Jinlong Yang
MingZhu Logistics Holdings Limited
January 23, 2023
Page 2
2.We note your response to prior comment 5 and reissue it.  Please revise your disclosure in
this section to disclose each permission or approval that you, your subsidiaries, or the
VIEs are required to obtain from Chinese authorities to operate your business and to offer
the securities being registered to foreign investors. State whether you, your subsidiaries, or
VIEs are covered by permissions requirements from the China Securities Regulatory
Commission (CSRC) or any other governmental agency that is required to approve the
VIE’s operations, and state affirmatively whether you have received all requisite
permissions or approvals and whether any permissions or approvals have been denied.
Please also describe the consequences to you and your investors if you, your subsidiaries,
or the VIEs: (i) do not receive or maintain such permissions or approvals, (ii)
inadvertently conclude that such permissions or approvals are not required, or (iii)
applicable laws, regulations, or interpretations change and you are required to obtain such
permissions or approvals in the future.
3.We note you disclose in response to prior comment 6 that "Mingzhu is permitted under
PRC laws and regulations as an offshore holding company to provide funding to its PRC
subsidiaries in China through shareholder loans or capital contributions, subject to
satisfaction of applicable government registration and filing requirements."  Please expand
your disclosure to describe the applicable government registration and filing
requirements.
Exhibits
4.Please revise the legal opinion to opine on the legality of all the securities
being registered, as required by Item 601(b)(5)(i) of Regulation S-K.  Refer to Item 9 of
Form F-3.
5.We note that the consent of Audit Alliance LLP filed as Exhibit 23.1 consents to the
incorporation by reference of such firm's report dated January 6, 2023 with respect to the
audit of the consolidated financial statements of MingZhu Logistics Holdings Limited and
its subsidiaries as of and for the year ended December 31, 2021.  However, the Audit
Alliance report with respect to such audit does not appear to be dated January 6, 2023.
Please obtain and file a revised consent.
            Please contact Karina Dorin, Staff Attorney, at (202) 551-3763 or Laura Nicholson,
Special Counsel, at (202) 551-3584 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Bill Huo

CORRESP
1
filename1.htm

    Bill
                           Huo

    Becker
    & Poliakoff, LLP

    45
    Broadway, 17th Floor

    New
    York, New York 10006

    Email:
    BHuo@beckerlawyers.com

    Phone:
    (212) 599-3322 Fax: (212) 557-0295

    January 6, 2023
    VIA
    EDGAR

United
States Securities & Exchange Commission

Division
of Corporation Finance

Office
of Energy & Transportation

100
F Street, NE

Washington,
DC 20549

    Attention:
    Ms. Karina Dorin,

Ms.
Laura Nicholson

    Re:
    MingZhu Logistics Holdings
    Limited

Registration
Statement on Form F-3

Filed
October 12, 2022

File
No. 333-267839

To
the Reviewing Staff Members of the Commission:

On
behalf of our client, MingZhu Logistics Holdings Limited, a Cayman Islands 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 2, 2022 on the Company’s
Registration Statement on Form F-3 previously submitted on October 12, 2022 (the “Registration Statement”).

Concurrently
with the submission of this letter, the Company is submitting Amendment No. 1 to its registration statement on Form F-3 (the “Revised
Registration Statement”) with exhibits via EDGAR to the Commission.

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.

Form
F-3 filed October 12, 2022

Cover
Page

    1.
    We note your disclosure
    under your About MingZhu Logistics Holdings Limited section discussing your VIE structure. Please revise your prospectus cover page
    to also disclose that your operations are conducted by your subsidiaries and through contractual arrangements with variable interest
    entities (VIEs) based in China and that this structure involves unique risks to investors. Disclose that these contracts have not
    been tested in court. Explain whether the VIE structure is used to provide investors with exposure to foreign investment in China-based
    companies where Chinese law prohibits direct foreign investment in the operating companies, and disclose that investors may never
    hold equity interests in the Chinese operating company. Your disclosure should acknowledge that Chinese regulatory authorities could
    disallow this structure, which would likely result in a material change in your operations and/or a material change in the value
    of the securities you are registering for sale, including that it could cause the value of such securities to significantly decline
    or become worthless. Provide a cross-reference to your detailed discussion of risks facing the company and the offering as a result
    of this structure.

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

    2.
    Please revise your prospectus
    cover page to address how recent statements and regulatory actions by China's government, such as those related to the use of variable
    interest entities, 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
response to the Staff’s comments, the Company has revised the disclosure in the Revised Registration Statement on the cover page
elsewhere in accordance with the Staff’s instructions.

    3.
    We note your disclosure
    on pages 14-15 regarding your organizational structure. Please revise your prospectus cover page to clearly disclose how you refer
    to the holding company, subsidiaries, and VIEs when providing the disclosure throughout the document so that it is clear to investors
    which entity the disclosure is referencing and which subsidiaries or entities are conducting the business operations. Refrain from
    using terms such as “we” or “our” when describing activities or functions of a VIE. Disclose that your subsidiaries
    and/or the VIE conduct operations in China, that the VIE is consolidated for accounting purposes but is not an entity in which you
    own equity, and that the holding company does not conduct operations.

In
response to the Staff’s comments, the Company has revised the disclosure in the Revised Registration Statement on the cover page,
pages ii and elsewhere in accordance with the Staff’s instructions.

    4.
    Please
    disclose your intentions to settle amounts owed under the VIE agreements.

In response to the Staff’s comments, the Company has
revised the disclosure in the Revised Registration Statement on cover page and pages 24, 25 in accordance with the Staff’s instructions.

About
Mingzhu Logistics Holdings Limited, page 1

    5.
    Please revise this section
    to disclose each permission or approval that you, your subsidiaries, or the VIEs are required to obtain from Chinese authorities
    to operate your business and to offer the securities being registered to foreign investors. State whether you, your subsidiaries,
    or VIEs are covered by permissions requirements from the China Securities Regulatory Commission (CSRC) or any other governmental
    agency that is required to approve the VIE’s operations, and state affirmatively whether you have received all requisite permissions
    or approvals and whether any permissions or approvals have been denied. Please also describe the consequences to you and your investors
    if you, your subsidiaries, or the VIEs: (i) do not receive or maintain such permissions or approvals, (ii) inadvertently conclude
    that such permissions or approvals are not required, or (iii) applicable laws, regulations, or interpretations change and you are
    required to obtain such permissions or approvals in the future.

In response to the Staff’s comments, the Company has
revised the disclosure in the Revised Registration Statement on the cover page and pages 45 and 46 in accordance with the Staff’s
instructions.

    6.
    Please revise your disclosure
    in this section to 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. Quantify
    any dividends or distributions that a subsidiary or consolidated VIE have made to the holding company and which entity made such
    transfer, and their tax consequences. Similarly quantify dividends or distributions made to U.S. investors, the source, and their
    tax consequences. Your disclosure should make clear if no transfers, dividends, or distributions have been made to date. 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 as well as the ability to settle amounts owed under the VIE agreements.

In response to the Staff’s comments, the Company has
revised the disclosure in the Revised Registration Statement on the cover page and page 25 in accordance with the Staff’s instructions.

Risk
Factors

Risks
Related to Our Business and Our Industry, page 25

    2

    7.
    We note your disclosures
    on page 25 and 27 that if the PRC government deems that your contractual arrangements with the VIEs do not comply with PRC regulations,
    or if these regulations change or are interpreted differently in the future you could be subject to severe penalties or be forced
    to relinquish your interests in those operations. Please expand your disclosure to acknowledge that as a result of any such determination
    by the PRC government, the securities you are registering may decline in value or become worthless if the determinations, changes,
    or interpretations result in your inability to assert contractual control over the assets of your PRC subsidiaries or the VIEs that
    conduct all or substantially all of your operations.

In response to the Staff’s comments, the Company has
revised the disclosure in the Revised Registration Statement on the cover page and pages 30 and 31in accordance with the Staff’s
instructions.

General

    8.
    Please confirm your understanding
    that we will not be in a position to accelerate the effectiveness of your registration statement until our comments relating to your
    Form 20- F for the fiscal year ended December 31, 2021 have been resolved. To the extent the comments contained in our letter dated
    October 6, 2022 relating to the Form 20-F, including comments 1, 2, and 5, apply to the disclosure contained in the Form F-3, please
    make appropriate and corresponding revisions.

In response to the Staff’s comments, the Company confirms
the understanding that the Commission will not be in a position to accelerate the effectiveness of the registration statement until the
comments relating to the Company’s Form 20-F for the fiscal year ended December 31, 2021 have been resolved. In addition, the Company
has revised the disclosure in the Revised Registration Statement on the cover page and pages 24 and 25 in accordance with the Staff’s
instructions.

    9.
    Please provide updated interim
    financial statements and related disclosures as required by Item 5(b)(2) of Form F-3 and Item 8.A.5 of Form 20-F.

In response to the Staff’s comments, the Company incorporated
the interim financial statement as filed on Form 6-K on December 28, 2022 by reference in accordance with the Staff’s instructions.

We
hope this response has addressed all of the Staff’s concerns relating to the comment letter. Should you have additional questions
regarding the information contained herein, please contact our outside securities counsel Bill Huo, Esq. or Michael Goldstein, Esq. of
Becker & Poliakoff LLP at bhuo@beckerlawyers.com or mgoldstein@beckerlawyers.com.

    Very truly yours,

    By:
    /s/
    Bill Huo

    Name:
    Bill Huo

3

United States securities and exchange commission logo
January 5, 2023
Jingwei Zhang
Chief Financial Officer
MingZhu Logistics Holdings Limited
27F Yantian Modern Industry Service Center
No. 3018 Shayan Road, Yantian District
Shenzhen, Guangdong, China 518081
Re:MingZhu Logistics Holdings Limited
Amendment No. 2 to Form 20-F for the fiscal year ended December 31, 2021
filed November 18, 2022
Response dated November 18, 2022
File No. 001-39654
Dear Jingwei Zhang:
            We have reviewed your November 18, 2022 response to our comment letter 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
October 6, 2022 letter.
Amendment No. 2 to Form 20-F for the year ended December 31, 2021
Item 4. Information on the Company
4A. History and Development of the Company, page 45
1.We note your response to prior comment one, affirming that Da Hua CPA’s participated
in the audit of the Company.  Accordingly, disclose whether the firm Da Hua CPAs is
subject to determinations announced by the PCAOB on December 16, 2021 and whether
and how the Holding Foreign Companies Accountable Act and related regulations will
affect the Company.

 FirstName LastNameJingwei Zhang
 Comapany NameMingZhu Logistics Holdings Limited
 January 5, 2023 Page 2
 FirstName LastNameJingwei Zhang
MingZhu Logistics Holdings Limited
January 5, 2023
Page 2
4.C. Organizational Structure
Our Subsidiaries and VIEs, page 83
2.We note your response to prior comment ten and we reissue our comment.  Please revise
to provide a robust analysis of how the contractual VIE agreements included in pages 86-
87 provide you with controlling financial interests in Zhisheng.  Explain how you
concluded that you are the primary beneficiary.
5.B. Liquidity and Capital Resources
Dividends and Distributions, page 110
3.We note your response to prior comment five and we reissue our comment.  It is still not
clear how cash is transferred between the entities in your organization.  For example,
considering the cash balance of the Company and cash flows presented on page 92, it is
not clear how your disclosure of cash flows from the Company to the Company’s
subsidiaries of $9,500,000 in 2021 is appropriate.  Please revise to provide a detailed
listing of each cash transferred and received for each entity during the periods presented
and reconcile to cash flow disclosures on page 92.
Capital Expenditures, page 111
4.We note your response to prior comment six and we reissue our comment.  Please revise
to disclose that the measure "Adjusted capital expenditures" is a non-GAAP measure and
provide the disclosures required by Item 10(e) of Regulation S-K.
Note 11- Acquisition, page F-20
5.We note your responses to prior comments eight and 12 and we reissue our comments.
Your response states that a $4.00 per share value was determined through such
negotiations between the participants in both transactions and also reflects a premium over
the trading value of the ordinary shares.  The quoted closing prices for your ordinary
shares on NASDAQ on the dates of the acquisitions of Cheyi BVI and Yinhua were $2.12
and $1.85 per share, respectively.  The fair value hierarchy gives the highest priority to
unadjusted quoted prices in active markets as the most reliable fair value measurement,
and the lowest priority to unobservable inputs.  Refer to ASC 820-10-35-41.  Accordingly,
please revise your valuation of shares issued in the acquisitions and purchase
consideration based on the quoted trading price of your ordinary shares on the date of
acquisitions or demonstrate to us how your valuation methodology is more reliable and
preferable.  Please tell us the exceptions in ASC 820 you relied upon to make adjustments
to an observable input used to value your ordinary share issued in these acquisitions
and how your prioritization to use unobservable inputs as an adjustment is consistent with
the general principles of the fair value hierarchy.  Please include the applicable citations in
GAAP to support your valuation of shares and accounting conclusion.

 FirstName LastNameJingwei Zhang
 Comapany NameMingZhu Logistics Holdings Limited
 January 5, 2023 Page 3
 FirstName LastName
Jingwei Zhang
MingZhu Logistics Holdings Limited
January 5, 2023
Page 3
            You may contact Brian McAllister at (202) 551-3341 or Raj Rajan at (202) 551-3388 if
you have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

CORRESP
1
filename1.htm

Becker& Poliakoff, LLP

45 Broadway, 17th Floor

New York, New York 10006

November 18, 2022

United States Securities & Exchange Commission

Division of Corporation Finance

Office of Energy & Transportation

450 Fifth Street N.W.

Washington, DC 20549

    Attention:
    Mr.
    Brian McAllister,

Mr. Raj Rajan

    Re:
    MingZhu Logistics Holdings Limited

Amendment to Form 20-F for the fiscal year ended December 31,
2021

filed September 13, 2022

File No. 001-39564

Dear Mr. McAllister and Mr. Rajan:

On behalf of our client, MingZhu
Logistics Holdings Limited (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 October 6, 2022 on the Company’s Amendment to Form 20-F for the fiscal year ended December 31, 2021 submitted on September
13, 2022.

Concurrently with the submission
of this letter, the Company is submitting its revised Amendment to Form 20-F (the “Revised Form 20-F”) with exhibits via EDGAR
to the Commission.

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 Form 20-F where
the language addressing a particular comment appears. Capitalized terms used but not otherwise defined herein have the meanings set forth
in the Revised Form 20-F.

Amendment to Form 20-F for the year ended December 31, 2021

Item 4. Information on the Company

4A. History and Development of the Company, page 45

 1. We note your revised disclosures in response to prior comment 5. However, you have not fully addressed the comment. Thus the comment is partially reissued. We note Da Hua CPAs is a participating firm of your auditor Audit Alliance LLP. Please disclose prominently whether your auditor’s participating firm Da Hua CPAs participated in your audit. If applicable, disclose whether Da Hua CPAs are subject to the determinations announced by the PCAOB on December 16, 2021 and whether and how the Holding Foreign Companies Accountable Act and related regulations will affect your company.

                                                                                Your disclosures should address, but not necessarily be limited to, the risks highlighted in Item 3. Key Information.

Response: In response to the Staff’s
comments, the Company has confirmed that, as per our auditor, Audit Alliance LLP, Da Hua CPAs only played supporting role in the process
of auditing, including mainly about bank statement confirmations, inventory and fixed assets confirmation and certain documents translation.
Audit Alliance is compliance with the PCAOB requirements and HFCAA.

4.C Organizational Structure

Organizational Structure Chart, page 88

 2. We
note your response to prior comment 8. Please revise the organizational structure chart at page 88 so that the diagram clearly distinguishes
entities that are under your ownership by direct equity interest by solid line or solid arrows and entities that are controlled by contractual
arrangements, i.e. VIEs, by using dashed lines or dashed arrows and include a legend. Identify clearly the entity(ies) in which investors
have purchased their interest and the entity(ies) in which the company’s operations are conducted. Identify each entity determined
to be a WFOE.

Response: In response to the Staff’s
comments, the Company has revised the page 88 in the Revised Form 20-F in accordance with the Staff’s instructions.

Item 5. Operating and Financial Review and Prospects

5A. Operating Results, page 89

    3.

    We note your revisions in response to prior comment
    10. Please revise the consolidating schedules on pages 90-92 by further disaggregating the “subsidiaries” column into the following
    categories:

    ● Wholly foreign owned enterprises (“WFOE”)
    of the VIEs

    ● Directly owned PRC subsidiaries

    ● Other subsidiaries

Identify the entities included in each
column and describe the business activities of each entity. Expand the schedule to separately present disaggregated major line items for
intercompany receivables and investment in subsidiary. Any intercompany amounts should be presented on a gross basis. Expand your disclosures
to discuss the nature of the intercompany amounts being eliminated as well as the underlying reasons for the material increase in the
eliminations that occurred in 2021 as compared with 2020.

Response: In response to the Staff’s
comments, the Company has revised the disclosure on pages 90-92 in the Revised Form 20-F.

    4.
    We note that consolidating cash flows for subsidiaries for the 2020 and 2021 years presented on page 92 does not appear to reconcile to subsidiaries’ cash at the end of the period. Please reconcile and revise your disclosures as appropriate. In addition, please include the line item ‘effect of exchange rate change on cash’ for the periods presented.

Response: In response to the Staff’s
comments, the Company has revised the disclosure on page 110 in the Revised Form 20-F.

5.B. Liquidity and Capital Resources

Dividends and Distributions, page 110

    5.
    We note your response to prior comment 11 and it is not clear from the revised disclosures how cash is transferred between the entities in your organization. Please revise to provide a detailed listing of each cash transferred and received for each entity during the periods presented and reconcile to cash flow disclosures on page 92.

Response: In response to the Staff’s
comments, the Company has revised the disclosure on page 92 in the Revised Form 20-F.

Capital Expenditures, page 111

    6.
    We note your reconciliation of capital expenditures included in response to prior comment 13. We note your presentation of the measure “Capital expenditures” appears to be a non-GAAP measure since it includes an adjustment for repayments of obligations under capital leases. Refer to Item 10(e)(2)(ii) of Regulation S-K. Accordingly, explain this non-GAAP measure and revise to relabel this measure (i.e. “Adjusted Capital Expenditures”) so that titles or descriptions of non-GAAP financial measures are not confusingly similar to, titles or descriptions used for GAAP financial measures. Revise to provide the disclosures required by Item 10(e) of Regulation S-K.

Response: In response to the Staff’s
comments, the Company has revised the disclosure on page 111 in the Revised Form 20-F.

    2

Notes to the Consolidated Financial Statements

Note 1- Nature of business and organization

Reorganization, page F-8

    7.
    We note below the Cheyi (BVI) acquisition transaction disclosures, in the last paragraph in note 1 on page F-9, that “Since the Company and its subsidiaries are effectively controlled by the same group of the shareholders before and after the reorganization, they are considered under common control and has been accounted for at historical cost.” Please clarify why these disclosures are included below the discussion of Cheyi(BVI) transaction. If these disclosures relate to the reorganization transactions in prior years discussed on page F-8, please move the disclosures to appropriate transaction sections in the note.

Response: In response to the Staff’s
comments, the Company has revised the disclosure on page F-9 in the Revised Form 20-F.

Note 11- Acquisition, page F-20

    8.
    We note your disclosure that you issued 3,189,000 ordinary shares valued at $12,756,000 in the acquisition of Cheyi (BVI). Please tell us and disclose how you determined the fair value of ordinary shares issued at $4.00 per share which is significantly higher than the quoted trading price on the date of acquisition. Include in your explanation how you identified the acquisition date and all other relevant factors in your estimate of the fair value of ordinary shares transferred. Please clarify how the total purchase consideration disclosed for your acquisition is consistent with ASC 805-30- 30-7. Refer also to the guidance regarding readily determinable fair value in ASC 820-10-20. Revise your financial statements and disclosures as appropriate.

Response: In response to the Staff’s
comments, the Company clarifies that the value of Cheyi (BVI) was determined based on valuations and negotiations between the Company
and shareholders of Cheyi (BVI). A financial analysis was provided to the Board of Directors of the Company by management in connection
with the transaction. We use price-to-earnings (P/E) ratio to determine the value of Cheyi (BVI). The net income of Cheyi (BVI) for the
year ended December 31, 2020 was $3,684,377, a P/E ratio of approximately eight (8) was applied to determine the total consideration of
$29,466,032. Based on information available to the Company, the total value of $29,466,032 was deemed appropriate and the most reliable
indication of the fair value of Cheyi (BVI).

The $4 per share value was determined through
such aforementioned negotiations between the participants and reflects a premium over the trading value of our shares. The total value
of $18,302,500 consisting of the equity issued and debt assumed by the Company is consistent with management’s internal valuations
of the Cheyi (BVI).

With the information currently available,
the pro-forma presentation reflects these related estimates of fair value, which will be adjusted with the consummation of the transaction.

    9.
    We note your revisions in response to prior comment 15. However, you have not provided the disclosures required by ASC 805-10-50-2(h)(3). Please revise.

Response: In response to the Staff’s
comments, the Company has revised the disclosure on page F-20 in the Revised Form 20-F.

    3

Note 14- Variable Interest Entity, page F-24

    10.
    We note your revisions in response to prior comment 17. Please revise to address the following issues:

 ● Please revise to present VIE assets and liabilities on
the face of consolidated balance sheets as required by ASC 810-10-45-25;

 ● Please revise to provide disclosures required by ASC 810-10-50-3(bb)
and(c) and ASC 810-10-50-5A (a) and (d);

 ● Please revise to provide a robust analysis how the contractual
VIE agreements included in Note 14 and pages 84-87 provide you with controlling financial interests in Cheyi Network and Zhisheng. Explain
how you concluded that you are the primary beneficiary.

Response: In response to the
Staff’s comments, the Company has revised the disclosure as required by ASC 810-10-45-25, ASC 810-10-50-3(bb) and(c) and ASC
810-10-50-5A (a) and (d) on pages F-24 - F-26 in the Revised Form 20-F.

Note 21- Segment Information, page F-33

    11.
    We note your revised disclosures in response to prior comment 20. However, total assets disclosed here are not consistent with consolidated balance sheets presented on page F-4. Please revise or advise. In addition, please revise to present disclosures required by ASC 280-10-50-41.

Response: In response to the Staff’s
comments, the Company has revised the disclosure on page F-34 in the Revised Form 20-F. The Company has evaluated its revenue and long-lived
assets by geographic location in accordance with the requirements of paragraphs 280-10-50-41. The Company’s financial statements
include disclosure of revenues attributable to the PRC, which represented 100% of the Company’s consolidated revenues for the years
ended December 31, 2021, 2020 and 2019. No individual foreign country has revenue or long-lived assets that are sufficiently material
to the Company’s consolidated results to require separate disclosure.

In addition, the Company will continue
to evaluate the materiality of revenue from external customers and long-lived assets for individual foreign countries, and will provide
required disclosure in its future filings as necessary for any individual countries that meet the materiality guidelines.

Note 22 - Subsequent events, page F-34

    12.
    We note your response to prior comment 21 and have the following comment. We note your disclosure that you issued 3,826,000 ordinary shares valued at $15,304,000 in the acquisition of Yinhua. Please tell us and disclose how you determined the fair value of ordinary shares issued at $4.00 per share which is significantly higher than the quoted trading price on the date of acquisition. Include in your explanation how you identified the acquisition date and all other relevant factors in your estimate of the fair value of ordinary shares transferred. Please clarify how the total purchase consideration disclosed for your acquisition is consistent with ASC 805-30- 30-7. Refer also to the guidance regarding readily determinable fair value in ASC 820-10-20. Revise your disclosures as appropriate.

Response: In response to the Staff’s
comments, the Company clarifies that the value of Yinhua was determined based on valuations and negotiations between the Company and shareholders
of Yinhua. A financial analysis was provided to the Board of Directors of the Company by management in connection with the transaction.
We use price-to-earnings (P/E) ratio to determine the value of Yinhua. The net income of Yinhua for the year ended December 31, 2020 was
$1,441,875, a P/E ratio of approximately 12.7 was applied to determine the total consideration of $18,302,500. Based on information available
to the Company, the total value of $18,302,500 was deemed appropriate and the most reliable indication of the fair value of Yinhua.

The $4 per share value was determined through
such aforementioned negotiations between the participants and reflects a premium over the trading value of our shares. The total value
of $18,302,500 consisting of the equity issued and debt assumed by the Company is consistent with management’s internal valuations
of the Yinhua.

With the information currently available,
the pro-forma presentation reflects these related estimates of fair value, which will be adjusted with the consummation of the transaction.

    4

    13.
    We note your revisions in response to prior comment 21. However, you have not provided the disclosures required by ASC 805-10-50-2(h)(3). Please revise or advise. Refer to guidance in ASC 805-10-50-4.

Response: In response to the Staff’s
comments, the Company has revised the disclosure on page F-35 in the Revised Form 20-F.

In accordance with your request,
the Company acknowledges that:

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

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

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

If you have any questions regarding
the Revised Form 20-F, please contact Bill Huo, Esq. or Michael Goldstein of Becker & Poliakoff LLP by phone at 212-599-3322 or via
e-mail at BHuo@beckerlawyers.com or MGoldstein@beckerlawyers.com.

Very truly yours,

    /s/
    Michael Goldstein

    Michael
    Goldstein

    cc:
    bhuo@beckerlawyers.com

5

United States securities and exchange commission logo
November 16, 2022
Jingwei Zhang
Chief Financial Officer
MingZhu Logistics Holdings Limited
27F Yantian Modern Industry Service Center
No. 3018 Shayan Road, Yantian District
Shenzhen, Guangdong, China 518081
Re:MingZhu Logistics Holdings Limited
Form 20-F for the fiscal year ended December 31, 2021
Filed May 11, 2022
File No. 001-39654
Dear Jingwei Zhang:
            We issued comments to you on the above captioned filing on October 6, 2022.  As of the
date of this letter, these comments remain outstanding and unresolved.  We expect you to
provide a complete, substantive response to these comments by November 30, 2022.
            If you do not respond, we will, consistent with our obligations under the federal securities
laws, decide how we will seek to resolve material outstanding comments and complete our
review of your filing and your disclosure.  Among other things, we may decide to release
publicly, through the agency's EDGAR system, all correspondence, including this letter, relating
to the review of your filings, consistent with the staff's decision to publicly release comment and
response letters relating to disclosure filings it has reviewed.
            Please contact Brian McAllister at (202) 551-3341 or Raj Rajan at (202) 551-3388 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

United States securities and exchange commission logo
November 2, 2022
Jinlong Yang
Chief Executive Officer
MingZhu Logistics Holdings Limited
27F, Yantian Modern Industry Service Center
No. 3018 Shayan Road, Yantian District
Shenzhen, Guangdong, China 518081
Re:MingZhu Logistics Holdings Limited
Registration Statement on Form F-3
Filed October 12, 2022
File No. 333-267839
Dear Jinlong Yang:
            We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Form F-3 filed October 12, 2022
Cover Page
1.We note your disclosure under your About MingZhu Logistics Holdings Limited
section discussing your VIE structure.  Please revise your prospectus cover page to also
disclose that your operations are conducted by your subsidiaries and through contractual
arrangements with variable interest entities (VIEs) based in China and that this structure
involves unique risks to investors. Disclose that these contracts have not been tested in
court. Explain whether the VIE structure is used to provide investors with exposure to
foreign investment in China-based companies where Chinese law prohibits direct foreign
investment in the operating companies, and disclose that investors may never hold equity
interests in the Chinese operating company. Your disclosure should acknowledge that

 FirstName LastNameJinlong Yang
 Comapany NameMingZhu Logistics Holdings Limited
 November 2, 2022 Page 2
 FirstName LastNameJinlong Yang
MingZhu Logistics Holdings Limited
November 2, 2022
Page 2
Chinese regulatory authorities could disallow this structure, which would likely result in a
material change in your operations and/or a material change in the value of the securities
you are registering for sale, including that it could cause the value of such securities to
significantly decline or become worthless. Provide a cross-reference to your detailed
discussion of risks facing the company and the offering as a result of this structure.
2.Please revise your prospectus cover page to address how recent statements and regulatory
actions by China's government, such as those related to the use of variable interest entities,
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.
3.We note your disclosure on pages 14-15 regarding your organizational structure.  Please
revise your prospectus cover page to clearly disclose how you refer to the holding
company, subsidiaries, and VIEs when providing the disclosure throughout the document
so that it is clear to investors which entity the disclosure is referencing and which
subsidiaries or entities are conducting the business operations. Refrain from using terms
such as “we” or “our” when describing activities or functions of a VIE. Disclose that your
subsidiaries and/or the VIE conduct operations in China, that the VIE is consolidated for
accounting purposes but is not an entity in which you own equity, and that the holding
company does not conduct operations.
4.Please disclose your intentions to settle amounts owed under the VIE agreements.
About Mingzhu Logistics Holdings Limited, page 1
5.Please revise this section to disclose each permission or approval that you, your
subsidiaries, or the VIEs are required to obtain from Chinese authorities to operate your
business and to offer the securities being registered to foreign investors. State whether
you, your subsidiaries, or VIEs are covered by permissions requirements from the China
Securities Regulatory Commission (CSRC) or any other governmental agency that is
required to approve the VIE’s operations, and state affirmatively whether you have
received all requisite permissions or approvals and whether any permissions or approvals
have been denied. Please also describe the consequences to you and your investors if you,
your subsidiaries, or the VIEs: (i) do not receive or maintain such permissions or
approvals, (ii) inadvertently conclude that such permissions or approvals are not required,
or (iii) applicable laws, regulations, or interpretations change and you are required to
obtain such permissions or approvals in the future.
6.Please revise your disclosure in this section to 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. Quantify any dividends or distributions
that a subsidiary or consolidated VIE have made to the holding company and which entity
made such transfer, and their tax consequences. Similarly quantify dividends or

 FirstName LastNameJinlong Yang
 Comapany NameMingZhu Logistics Holdings Limited
 November 2, 2022 Page 3
 FirstName LastNameJinlong Yang
MingZhu Logistics Holdings Limited
November 2, 2022
Page 3
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. 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 as
well as the ability to settle amounts owed under the VIE agreements.
Risk Factors
Risks Related to Our Business and Our Industry, page 25
7.We note your disclosures on page 25 and 27 that if the PRC government deems that your
contractual arrangements with the VIEs do not comply with PRC regulations, or if these
regulations change or are interpreted differently in the future you could be subject to
severe penalties or be forced to relinquish your interests in those operations.  Please
expand your disclosure to acknowledge that as a result of any such determination by the
PRC government, the securities you are registering may decline in value or become
worthless if the determinations, changes, or interpretations result in your inability to assert
contractual control over the assets of your PRC subsidiaries or the VIEs that conduct all or
substantially all of your operations.
General
8.Please confirm your understanding that we will not be in a position to accelerate the
effectiveness of your registration statement until our comments relating to your Form 20-
F for the fiscal year ended December 31, 2021 have been resolved.  To the extent the
comments contained in our letter dated October 6, 2022 relating to the Form 20-F,
including comments 1, 2, and 5, apply to the disclosure contained in the Form F-3, please
make appropriate and corresponding revisions.
9.Please provide updated interim financial statements and related disclosures as required
by Item 5(b)(2) of Form F-3 and Item 8.A.5 of Form 20-F.
            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.

 FirstName LastNameJinlong Yang
 Comapany NameMingZhu Logistics Holdings Limited
 November 2, 2022 Page 4
 FirstName LastName
Jinlong Yang
MingZhu Logistics Holdings Limited
November 2, 2022
Page 4
            Please contact Karina Dorin, Staff Attorney, at (202) 551-3763 or Laura Nicholson,
Special Counsel, at (202) 551-3584 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

United States securities and exchange commission logo
October 6, 2022
Jingwei Zhang
Chief Financial Officer
MingZhu Logistics Holdings Limited
27F Yantian Modern Industry Service Center
No. 3018 Shayan Road, Yantian District
Shenzhen, Guangdong, China 518081
Re:MingZhu Logistics Holdings Limited
Amendment to Form 20-F for the fiscal year ended December 31, 2021
filed September 13, 2022
Response dated September 13, 2022
File No. 001-39654
Dear Jingwei Zhang:
            We have reviewed your September 13, 2022 response to our comment letter 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
July 20, 2022 letter.
Amendment to Form 20-F for the year ended December 31, 2021
Item 4. Information on the Company
4A. History and Development of the Company, page 45
1.We note your revised disclosures in response to prior comment 5.  However, you have not
fully addressed the comment.  Thus the comment is partially reissued.  We note Da Hua
CPAs is a participating firm of your auditor Audit Alliance LLP.  Please disclose
prominently whether your auditor's participating firm Da Hua CPAs participated in your
audit.  If applicable, disclose whether Da Hua CPAs are subject to the determinations
announced by the PCAOB on December 16, 2021 and whether and how the Holding
Foreign Companies Accountable Act and related regulations will affect your company.

 FirstName LastNameJingwei Zhang
 Comapany NameMingZhu Logistics Holdings Limited
 October 6, 2022 Page 2
 FirstName LastName
Jingwei Zhang
MingZhu Logistics Holdings Limited
October 6, 2022
Page 2
Your disclosures should address, but not necessarily be limited to, the risks highlighted in
Item 3. Key Information.
4.C Organizational Structure
Organizational Structure Chart, page 88
2.We note your response to prior comment 8.  Please revise the organizational structure
chart at page 88 so that the diagram clearly distinguishes entities that are under your
ownership by direct equity interest by solid line or solid arrows and entities that are
controlled by contractual arrangements, i.e. VIEs, by using dashed lines or dashed
arrows and include a legend.  Identify clearly the entity(ies) in which investors have
purchased their interest and the entity(ies) in which the company’s operations are
conducted.  Identify each entity determined to be a WFOE.
Item 5. Operating and Financial Review and Prospects
5A. Operating Results, page 89
3.We note your revisions in response to prior comment 10.  Please revise the consolidating
schedules on pages 90-92 by further disaggregating the "subsidiaries" column into the
following categories:
•Wholly foreign owned enterprises ("WFOE") of the VIEs
•Directly owned PRC subsidiaries
•Other subsidiaries
Identify the entities included in each column and describe the business activities of each
entity.  Expand the schedule to separately present disaggregated major line items for
intercompany receivables and investment in subsidiary.  Any intercompany amounts
should be presented on a gross basis.  Expand your disclosures to discuss the nature of the
intercompany amounts being eliminated as well as the underlying reasons for the material
increase in the eliminations that occurred in 2021 as compared with 2020.
4.We note that consolidating cash flows for subsidiaries for the 2020 and 2021 years
presented on page 92 does not appear to reconcile to subsidiaries’ cash at the end of the
period.  Please reconcile and revise your disclosures as appropriate. In addition, please
include the line item 'effect of exchange rate change on cash' for the periods presented.
5.B. Liquidity and Capital Resources
Dividends and Distributions, page 110
5.We note your response to prior comment 11 and it is not clear from the revised disclosures
how cash is transferred between the entities in your organization.  Please revise to provide
a detailed listing of each cash transferred and received for each entity during the periods
presented and reconcile to cash flow disclosures on page 92.

 FirstName LastNameJingwei Zhang
 Comapany NameMingZhu Logistics Holdings Limited
 October 6, 2022 Page 3
 FirstName LastName
Jingwei Zhang
MingZhu Logistics Holdings Limited
October 6, 2022
Page 3
Capital Expenditures, page 111
6.We note your reconciliation of capital expenditures included in response to prior comment
13.  We note your presentation of the measure “Capital expenditures” appears to be a non-
GAAP measure since it includes an adjustment for repayments of obligations under
capital leases.  Refer to Item 10(e)(2)(ii) of Regulation S-K.  Accordingly, explain this
non-GAAP measure and revise to relabel this measure (i.e. “Adjusted Capital
Expenditures”) so that titles or descriptions of non-GAAP financial measures are not
confusingly similar to, titles or descriptions used for GAAP financial measures.  Revise
to provide the disclosures required by Item 10(e) of Regulation S-K.
Notes to the Consolidated Financial Statements
Note 1- Nature of business and organization
Reorganization, page F-8
7.We note below the Cheyi(BVI) acquisition transaction disclosures, in the last paragraph in
note 1 on page F-9, that “Since the Company and its subsidiaries are effectively controlled
by the same group of the shareholders before and after the reorganization, they are
considered under common control and has been accounted for at historical cost.”  Please
clarify why these disclosures are included below the discussion of Cheyi(BVI)
transaction.  If these disclosures relate to the reorganization transactions in prior years
discussed on page F-8, please move the disclosures to appropriate transaction sections in
the note.
Note 11- Acquisition, page F-20
8.We note your disclosure that you issued 3,189,000 ordinary shares valued at $12,756,000
in the acquisition of Cheyi (BVI).  Please tell us and disclose how you determined the fair
value of ordinary shares issued at $4.00 per share which is significantly higher than the
quoted trading price on the date of acquisition.  Include in your explanation how you
identified the acquisition date and all other relevant factors in your estimate of the fair
value of ordinary shares transferred.  Please clarify how the total purchase consideration
disclosed for your acquisition is consistent with ASC 805-30- 30-7.  Refer also to the
guidance regarding readily determinable fair value in ASC 820-10-20.  Revise your
financial statements and disclosures as appropriate.
9.We note your revisions in response to prior comment 15.  However, you have not
provided the disclosures required by ASC 805-10-50-2(h)(3).  Please revise.
Note 14- Variable Interest Entity, page F-24
10.We note your revisions in response to prior comment 17.  Please revise to address the
following issues:
•Please revise to present VIE assets and liabilities on the face of consolidated balance
sheets as required by ASC 810-10-45-25;

 FirstName LastNameJingwei Zhang
 Comapany NameMingZhu Logistics Holdings Limited
 October 6, 2022 Page 4
 FirstName LastName
Jingwei Zhang
MingZhu Logistics Holdings Limited
October 6, 2022
Page 4
•Please revise to provide disclosures required by ASC 810-10-50-3(bb) and(c) and
ASC 810-10-50-5A (a) and (d);
•Please revise to provide a robust analysis how the contractual VIE agreements
included in Note 14 and pages 84-87 provide you with controlling financial interests
in Cheyi Network and Zhisheng.  Explain how you concluded that you are the
primary beneficiary.
Note 21- Segment Information, page F-33
11.We note your revised disclosures in response to prior comment 20.  However, total assets
disclosed here are not consistent with consolidated balance sheets presented on page F-4.
Please revise or advise.  In addition, please revise to present disclosures required by ASC
280-10-50-41.
Note 22 - Subsequent events, page F-34
12.We note your response to prior comment 21 and have the following comment.  We note
your disclosure that you issued 3,826,000 ordinary shares valued at $15,304,000 in the
acquisition of Yinhua.  Please tell us and disclose how you determined the fair value of
ordinary shares issued at $4.00 per share which is significantly higher than the quoted
trading price on the date of acquisition.  Include in your explanation how you identified
the acquisition date and all other relevant factors in your estimate of the fair value of
ordinary shares transferred.  Please clarify how the total purchase consideration disclosed
for your acquisition is consistent with ASC 805-30- 30-7.  Refer also to the guidance
regarding readily determinable fair value in ASC 820-10-20.  Revise your disclosures as
appropriate.
13.We note your revisions in response to prior comment 21.  However, you have not
provided the disclosures required by ASC 805-10-50-2(h)(3).  Please revise or advise.
Refer to guidance in ASC 805-10-50-4.
            You may contact Brian McAllister at (202) 551-3341 or Raj Rajan at (202) 551-3388 if
you have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

CORRESP
1
filename1.htm

Becker
& Poliakoff, LLP

45 Broadway, 17th Floor

New York, New York 10006

September
13, 2022

United
States Securities & Exchange Commission

Division
of Corporation Finance

Office
of Energy & Transportation

450
Fifth Street N.W.

Washington,
DC 20549

Attention: Mr.
Brian McAllister,

Mr.
Raj Rajan

Re: MingZhu
Logistics Holdings Limited

Form
20-F for the fiscal year ended December 31, 2021

filed
May 11, 2022

File
No. 001-39564

Dear
Mr. McAllister and Mr. Rajan:

On
behalf of our client, MingZhu Logistics Holdings Limited (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 July 20, 2022 on the Company’s Form 20-F for the fiscal year ended December
31, 2021 submitted on May 11, 2022 (the “Form 20-F”).

Concurrently
with the submission of this letter, the Company is submitting its revised Form 20-F (the “Revised Form 20-F”) with exhibits
via EDGAR to the Commission.

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 Form 20-F where the language addressing a particular comment appears. Capitalized terms used but not otherwise defined
herein have the meanings set forth in the Revised Form 20-F.

Form
20-F for the fiscal year ended December 31, 2021

Item
3. Key Information

3D.
Risk Factors, page 4

 1. We
                                            note you provide risk factor disclosures under “Risks Related to Our Corporate Structure,”
                                            starting at page 21 and “Risk Related to Doing Business in China,” starting at
                                            page 24. Please revise to present these disclosures more prominently in your filing by placing
                                            them towards the forepart of the Risk Factors section.

Response: In response to the Staff’s
comments, the Company has revised the Risk Factors section starting on page 7 in the Revised Form 20-F.

2. We
note your disclosure on page 30 about the Holding Foreign Companies Accountable Act. Please expand your risk factors to disclose that
the United States Senate has passed the Accelerating Holding Foreign Companies Accountable Act, which, if enacted, would decrease the
number of “non-inspection years” from three years to two years, and thus, would reduce the time before your securities may
be prohibited from trading or delisted. Update your disclosure to reflect that the Commission adopted rules to implement the HFCAA and
that, pursuant to the HFCAA, the PCAOB has issued its report notifying the Commission of its determination that it is unable to inspect
or investigate completely accounting firms headquartered in mainland China or Hong Kong.

Response: In response to the Staff’s comments, the
Company has revised the disclosure in the Revised Form 20-F in the Risk Factors section on page 16 and page 48 in accordance with the
Staff’s instructions.

 3. We
                                            note your disclosure on page 32 indicating greater oversight by the Cyberspace Administration
                                            of China (CAC) over data security, particularly for companies seeking to list on a foreign
                                            exchange. Please revise your disclosure to explain how this oversight impacts your business
                                            and to what extent you believe that you are compliant with the regulations or policies that
                                            have been issued by the CAC to date.

Response: In response
to the Staff’s comments, the Company has revised the disclosure in the Revised Form 20-F on page 17 and page 51.

Item
4. Information on the Company

4.A.
History and Development of the Company, page 45

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

Response: In response to the Staff’s
comments, the Company has revised the “4.A. History and Development of the Company” on page 47, “Risk Factors-Risks
Related to Our Corporate Structure” on page 7 and page 8, and “Risk Factors-Risks Related to Doing Business in China”
on page 9 in the Revised Form 20-F in accordance with the Staff’s instructions.

    2

 5. Provide
                                            prominent disclosure about the legal and operational risks associated with being based in
                                            or having the majority of the company’s operations in China. Your disclosure should
                                            make clear whether these risks could result in a material change in your operations and/or
                                            the value of the securities registered or could significantly limit or completely hinder
                                            your ability to offer or continue to offer securities to investors and cause the value of
                                            such securities to significantly decline or be worthless. Your disclosure should address
                                            how recent statements and regulatory actions by China’s government, such as those related
                                            to the use of VIE's and data security or anti-monopoly concerns, have or may impact the company’s
                                            ability to conduct its business, accept foreign investments, or list on a U.S. or other foreign
                                            exchange. Disclose that trading in your securities may be prohibited under the Holding Foreign
                                            Companies Accountable Act if the PCAOB determines that it cannot inspect or investigate completely
                                            your auditor, and that as a result an exchange may determine to delist your securities. Please
                                            disclose whether your auditor and other participating firms are subject to the determinations
                                            announced by the PCAOB on December 16, 2021 and whether and how the Holding Foreign Companies
                                            Accountable Act and related regulations will affect your company. Your disclosures should
                                            address, but not necessarily be limited to, the risks highlighted in Item 3. Key Information.

Response: In response to the Staff’s
comments, the Company has revised the “4.A. History and Development of the Company” on page 47, page 48, and page 49, “Risk
Factors-Risks Related to Our Corporate Structure” on page 7 and page 8, and “Risk Factors-Risks Related to Doing Business
in China” on page 9, page 10, page 13, page 16, and page 17 to disclose the risks related to doing business in China the disclosure
in the Revised Form 20-F.

 6. Clearly
                                            disclose how you will refer to the holding company, subsidiaries, and VIEs when providing
                                            the disclosure throughout the document so that it is clear to investors which entity the
                                            disclosure is referencing and which subsidiaries or entities are conducting the business
                                            operations. Refrain from using terms such as “we” or “our” when describing
                                            activities or functions of a VIE. For example, disclose, if true, that your subsidiaries
                                            and/or the VIE conduct operations in China, that the VIE is consolidated for accounting purposes
                                            but is not an entity in which you own equity, and that the holding company does not conduct
                                            operations. Disclose clearly the entity (including the domicile) in which investors have
                                            purchased an interest.

 Response: In response to the Staff’s
comments, the Company has revised the “4.A. History and Development of the Company” on page 47 and “CERTAIN INFORMATION”
on page 1 in the Revised Form 20-F.

    3

4.B.
Business Overview, page 47

 7. Disclose
                                            each permission or approval that you, your subsidiaries, or the VIEs are required to obtain
                                            from Chinese authorities to operate your business and the securities registered to foreign
                                            investors. State whether you, your subsidiaries, or VIEs are covered by permissions requirements
                                            from the China Securities Regulatory Commission (CSRC), the CAC or any other governmental
                                            agency that is required to approve the VIEs operations, and state affirmatively whether you
                                            have received all requisite permissions or approvals and whether any permissions or approvals
                                            have been denied. Please also describe the consequences to you and your investors if you,
                                            your subsidiaries, or the VIEs: (i) do not receive or maintain such permissions or approvals,
                                            (ii) inadvertently conclude that such permissions or approvals are not required, or (iii)
                                            applicable laws, regulations, or interpretations change and you are required to obtain such
                                            permissions or approvals in the future.

 Response:
In response to the Staff’s comments, the Company has revised “4.B. Business Overview” on page 51 in the Revised Form
20-F.

4.C.
Organizational Structure, page 80

 8. Please
                                            revise to disclose clearly the ownership of the entities by direct equity interest by solid
                                            line or solid arrows and entities controlled by contractual arrangements, i.e. VIEs, by dashed
                                            line or dashed arrows and include a legend. Disclose clearly that the company uses a structure
                                            that involves a VIE based in China and what that entails. Describe all contracts and arrangements
                                            through which you claim to have economic rights and exercise control that results in consolidation
                                            of the VIE’s operations and financial results into your financial statements. Identify
                                            clearly the entity in which investors have purchased their interest and the entity(ies) in
                                            which the company’s operations are conducted. Describe the relevant contractual agreements
                                            between the entities and how this type of corporate structure may affect investors and the
                                            value of their investment, including how and why the contractual arrangements may be less
                                            effective than direct ownership and that the company may incur substantial costs to enforce
                                            the terms of the arrangements. Disclose the uncertainties regarding the status of the rights
                                            of the Cayman Islands holding company with respect to its contractual arrangements with the
                                            VIE, its founders and owners, and the challenges the company may face enforcing these contractual
                                            agreements due to legal uncertainties and jurisdictional limits.

Response: In response to the Staff’s
comments, the Company has revised the disclosure in “4.C. Organizational Structure-Our Subsidiaries and VIEs” on page 84,
page 85, page 86, and page 87 and the “4.C. Organizational Structure - Organizational Structure Chart” on page 88 in the
Revised Form 20-F .

    4

9. We
note your disclosure on page 24 that the Cayman Islands holding company controls and receives the economic benefits of the VIE’s
business operations through contractual agreements with the VIE. Please identify which entity(ies) receives the economic benefits if
this entity(ies) is (are) your Wholly Foreign-Owned Enterprise (WFOE). If true, please disclose that the Cayman Islands holding company
is the primary beneficiary of the VIE. However, neither the investors in the holding company nor the holding company itself have an equity
ownership in, direct foreign investment in, or control of, through such ownership or investment, the VIE. Accordingly, please refrain
from implying that the contractual agreements are equivalent to equity ownership in the business of the VIE. Any references to control
or benefits that accrue to you because of the VIE should be limited to a clear description of the conditions you have satisfied for consolidation
of the VIE under U.S. GAAP. Additionally, your disclosure should clarify that you are the primary beneficiary of the VIE for accounting
purposes. Please also disclose, if true, that the VIE agreements have not been tested in a court of law.

 Response: In response to the Staff’s
comments, the Company has revised the disclosure in “4.C. Organizational Structure-Our Subsidiaries and VIEs” in the Revised
Form 20-F on page 84.

Item
5. Operating and Financial Review and Prospects

5A.
Operating Results, page 82

 10. We
                                            note that the consolidated VIEs constitute a material part of your consolidated financial
                                            statements. Please provide in tabular form a condensed consolidating schedule that disaggregates
                                            the operations and depicts the financial position, cash flows, and results of operations
                                            as of the same dates and for the same periods for which audited co

United States securities and exchange commission logo
August 30, 2022
Jingwei Zhang
Chief Financial Officer
MingZhu Logistics Holdings Limited
27F Yantian Modern Industry Service Center
No. 3018 Shayan Road, Yantian District
Shenzhen, Guangdong, China 518081
Re:MingZhu Logistics Holdings Limited
Form 20-F for the fiscal year ended December 31, 2021
filed May 11, 2022
File No. 001-39654
Dear Mr. Zhang:
            We issued comments to you on the above captioned filing on July 20, 2022.  As of the
date of this letter, these comments remain outstanding and unresolved.  We expect you to
provide a complete, substantive response to these comments by September 13, 2022.
            If you do not respond, we will, consistent with our obligations under the federal securities
laws, decide how we will seek to resolve material outstanding comments and complete our
review of your filing and your disclosure.  Among other things, we may decide to release
publicly, through the agency's EDGAR system, all correspondence, including this letter, relating
to the review of your filings, consistent with the staff's decision to publicly release comment and
response letters relating to disclosure filings it has reviewed.
            Please contact Brian McAllister at (202) 551-3341 or Raj Rajan at (202) 551-3388 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

United States securities and exchange commission logo
July 20, 2022
Jingwei Zhang
Chief Financial Officer
MingZhu Logistics Holdings Limited
27F Yantian Modern Industry Service Center
No. 3018 Shayan Road, Yantian District
Shenzhen, Guangdong, China 518081
Re:MingZhu Logistics Holdings Limited
Form 20-F for the fiscal year ended December 31, 2021
filed May 11, 2022
File No. 001-39654
Dear Mr. Zhang:
            We have limited our review of your filing to the financial statements and related
disclosures 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 20-F for the fiscal year ended December 31, 2021
Item 3. Key Information
3D. Risk Factors, page 4
1.We note you provide risk factor disclosures under “Risks Related to Our Corporate
Structure,” starting at page 21 and “Risk Related to Doing Business in China,” starting at
page 24.  Please revise to present these disclosures more prominently in your filing by
placing them towards the forepart of the Risk Factors section.
2.We note your disclosure on page 30 about the Holding Foreign Companies Accountable
Act.  Please expand your risk factors to disclose that the United States Senate has passed
the Accelerating Holding Foreign Companies Accountable Act, which, if enacted, would
decrease the number of “non-inspection years” from three years to two years, and thus,
would reduce the time before your securities may be prohibited from trading or delisted.

 FirstName LastNameJingwei Zhang
 Comapany NameMingZhu Logistics Holdings Limited
 July 20, 2022 Page 2
 FirstName LastNameJingwei Zhang
MingZhu Logistics Holdings Limited
July 20, 2022
Page 2
Update your disclosure to reflect that the Commission adopted rules to implement the
HFCAA and that, pursuant to the HFCAA, the PCAOB has issued its report notifying the
Commission of its determination that it is unable to inspect or investigate completely
accounting firms headquartered in mainland China or Hong Kong.
3.We note your disclosure on page 32 indicating greater oversight by the Cyberspace
Administration of China (CAC) over data security, particularly for companies seeking to
list on a foreign exchange.  Please revise your disclosure to explain how this oversight
impacts your business and to what extent you believe that you are compliant with the
regulations or policies that have been issued by the CAC to date.
Item 4. Information on the Company
4.A. History and Development of the Company, page 45
4.Please disclose prominently that you are not a Chinese operating company but a Cayman
Islands holding company with operations conducted by your subsidiaries and through
contractual arrangements with a variable interest entity (VIE) based in China and that this
structure involves unique risks to investors.  If true, disclose that these contracts have not
been tested in court.  Explain whether the VIE structure is used to provide investors with
exposure to foreign investment in China-based companies where Chinese law prohibits
direct foreign investment in the operating companies, and disclose that investors may
never hold equity interests in the Chinese operating company.  Your disclosure should
acknowledge that Chinese regulatory authorities could disallow this structure, which
would likely result in a material change in your operations and/or a material change in the
value of the registered securities, including that it could cause the value of such securities
to significantly decline or become worthless.  Provide a cross-reference to your detailed
discussion of risks facing the company as a result of this structure.
5.Provide prominent disclosure about the legal and operational risks associated with being
based in or having the majority of the company’s operations in China.  Your disclosure
should make clear whether these risks could result in a material change in your operations
and/or the value of the securities registered or could significantly limit or completely
hinder your ability to offer or continue to offer securities to investors and cause the value
of such securities to significantly decline or be worthless.  Your disclosure should address
how recent statements and regulatory actions by China’s government, such as those
related to the use of VIE's and data security or anti-monopoly concerns, have or may
impact the company’s ability to conduct its business, accept foreign investments, or list on
a U.S. or other foreign exchange.  Disclose that trading in your securities may be
prohibited under the Holding Foreign Companies Accountable Act if the PCAOB
determines that it cannot inspect or investigate completely your auditor, and that as a
result an exchange may determine to delist your securities.  Please disclose whether your
auditor and other participating firms are subject to the determinations announced by the
PCAOB on December 16, 2021 and whether and how the Holding Foreign Companies
Accountable Act and related regulations will affect your company.  Your  disclosures

 FirstName LastNameJingwei Zhang
 Comapany NameMingZhu Logistics Holdings Limited
 July 20, 2022 Page 3
 FirstName LastNameJingwei Zhang
MingZhu Logistics Holdings Limited
July 20, 2022
Page 3
should address, but not necessarily be limited to, the risks highlighted in Item 3. Key
Information.
6.Clearly disclose how you will refer to the holding company, subsidiaries, and VIEs when
providing the disclosure throughout the document so that it is clear to investors which
entity the disclosure is referencing and which subsidiaries or entities are conducting the
business operations.  Refrain from using terms such as “we” or “our” when describing
activities or functions of a VIE.  For example, disclose, if true, that your subsidiaries
and/or the VIE conduct operations in China, that the VIE is consolidated for accounting
purposes but is not an entity in which you own equity, and that the holding company does
not conduct operations.  Disclose clearly the entity (including the domicile) in which
investors have purchased an interest.
4.B. Business Overview, page 47
7.Disclose each permission or approval that you, your subsidiaries, or the VIEs are required
to obtain from Chinese authorities to operate your business and the securities registered to
foreign investors.  State whether you, your subsidiaries, or VIEs are covered by
permissions requirements from the China Securities Regulatory Commission (CSRC), the
CAC or any other governmental agency that is required to approve the VIEs operations,
and state affirmatively whether you have received all requisite permissions or approvals
and whether any permissions or approvals have been denied.  Please also describe the
consequences to you and your investors if you, your subsidiaries, or the VIEs: (i) do not
receive or maintain such permissions or approvals, (ii) inadvertently conclude that such
permissions or approvals are not required, or (iii) applicable laws, regulations, or
interpretations change and you are required to obtain such permissions or approvals in the
future.
4.C. Organizational Structure, page 80
8.Please revise to disclose clearly the ownership of the entities by direct equity interest by
solid line or solid arrows and entities controlled by contractual arrangements, i.e. VIEs, by
dashed line or dashed arrows and include a legend.  Disclose clearly that the company
uses a structure that involves a VIE based in China and what that entails.  Describe all
contracts and arrangements through which you claim to have economic rights and exercise
control that results in consolidation of the VIE’s operations and financial results into your
financial statements.  Identify clearly the entity in which investors have purchased their
interest and the entity(ies) in which the company’s operations are conducted.  Describe the
relevant contractual agreements between the entities and how this type of corporate
structure may affect investors and the value of their investment, including how and why
the contractual arrangements may be less effective than direct ownership and that the
company may incur substantial costs to enforce the terms of the arrangements.  Disclose
the uncertainties regarding the status of the rights of the Cayman Islands holding company
with respect to its contractual arrangements with the VIE, its founders and owners, and the
challenges the company may face enforcing these contractual agreements due to legal

 FirstName LastNameJingwei Zhang
 Comapany NameMingZhu Logistics Holdings Limited
 July 20, 2022 Page 4
 FirstName LastNameJingwei Zhang
MingZhu Logistics Holdings Limited
July 20, 2022
Page 4
uncertainties and jurisdictional limits.
9.We note your disclosure on page 24 that the Cayman Islands holding company controls
and receives the economic benefits of the VIE’s business operations through contractual
agreements with the VIE.  Please identify which entity(ies) receives the economic
benefits if this entity(ies) is (are) your Wholly Foreign-Owned Enterprise (WFOE).  If
true, please disclose that the Cayman Islands holding company is the primary beneficiary
of the VIE.  However, neither the investors in the holding company nor the holding
company itself have an equity ownership in, direct foreign investment in, or control of,
through such ownership or investment, the VIE.  Accordingly, please refrain from
implying that the contractual agreements are equivalent to equity ownership in the
business of the VIE.  Any references to control or benefits that accrue to you because of
the VIE should be limited to a clear description of the conditions you have satisfied for
consolidation of the VIE under U.S. GAAP.  Additionally, your disclosure should clarify
that you are the primary beneficiary of the VIE for accounting purposes.  Please also
disclose, if true, that the VIE agreements have not been tested in a court of law.
Item 5. Operating and Financial Review and Prospects
5A. Operating Results, page 82
10.We note that the consolidated VIEs constitute a material part of your consolidated
financial statements.  Please provide in tabular form a condensed consolidating schedule
that disaggregates the operations and depicts the financial position, cash flows, and results
of operations as of the same dates and for the same periods for which audited consolidated
financial statements are required.  The schedule should present major line items, such as
revenue and cost of goods/services, and subtotals and disaggregated intercompany
amounts, such as separate line items for intercompany receivables and investment in
subsidiary.  The schedule should also disaggregate the parent company, the VIEs and its
consolidated subsidiaries, the WFOEs that are the primary beneficiary of the VIEs, and an
aggregation of other entities that are consolidated. The objective of this disclosure is to
allow an investor to evaluate the nature of assets held by, and the operations of, entities
apart from the VIE, as well as the nature and amounts associated with intercompany
transactions.  Any intercompany amounts should be presented on a gross basis and when
necessary, additional disclosure about such amounts should be included in order to make
the information presented not misleading.
5.B. Liquidity and Capital Resources, page 98
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.  Quantify any dividends or distributions that a subsidiary or consolidated VIE
have made to the holding company and which entity made such transfer, and their tax

 FirstName LastNameJingwei Zhang
 Comapany NameMingZhu Logistics Holdings Limited
 July 20, 2022 Page 5
 FirstName LastName
Jingwei Zhang
MingZhu Logistics Holdings Limited
July 20, 2022
Page 5
consequences.  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.  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 as well as the ability to settle amounts owed under the VIE
agreements.  Provide cross-references to the condensed consolidating schedule and the
consolidated financial statements.
12.Please disclose material amounts of cash disaggregated by currency denomination as of
the most recent balance sheet date in each jurisdiction in which your affiliated entities are
domiciled.  For entities within China, disclose material amounts of cash held by VIEs
separately from the amount of cash held by other entities.
Financial Statements
Consolidated Statements of Cash Flow, page F-7
13.On page 101 you disclose that your capital expenditures were $298,453, $1,136,273, and
$1,995,713 for the years ended December 31, 2021, 2020, and 2019, respectively.  Please
reconcile such disclosures to the disclosures in the statements of cash flow.  Refer to ASC
230-10-45-13c. for guidance and revise your disclosures as appropriate.
14.Please show us how you presented the effects of the acquisition of CHeYi (BVI) Ltd. in
the statement of cash flows.
Notes to the Consolidated Financial Statements
Note 1- Nature of business and organization, page F-8
15.We note that that on December 29, 2021 you completed the transaction to acquire 100%
of the outstanding shares of CheYi (BVI) Limited which operates its business through its
subsidiary CheYi Network.  Please address the following issues:
•Please revise to disclose how you accounted for the acquisition, present the assets
acquired and liabilities assumed and provide the disclosures required by ASC 805-10-
50, 805-20-50-1, and 805-30-50-1, as applicable.
•Tell us and disclose how you accounted for the 2021 and 2022 earn out payments.
Note 2 - Summary of significant accounting policies
Principals of consolidation, page F-9
16.Please revise to disclose clearly the ownership of the entities by direct equity interest and
entities controlled by contractual arrangements, i.e. VIEs.   Disclose the consolidation
policy and provide the basis for consolidation for each of the entity listed in the table as
required by as required by ASC 810-10-50-1.

 FirstName LastNameJingwei Zhang
 Comapany NameMingZhu Logistics Holdings Limited
 July 20, 2022 Page 6
 FirstName LastName
Jingwei Zhang
MingZhu Logistics Holdings Limited
July 20, 2022
Page 6
17.We note your disclosure on page 45 that CheYi Network and Hainan Zhisheng Car
Services Co., Ltd. are your consolidated VIEs in the PRC.  You also state on page 24 that
you exert control over VIEs and you are the primary beneficiary of the VIEs, for
accounting purposes, based upon certain contractual arrangements.  Please revise to
disclose the material provisions of the contractual arrangements, provide us with a robust
analysis explaining how you determined that you are the primary beneficiary of the VIEs,
and revise your disclosures as appropriate.  Refer to the guidance ASC 810-10-25-38.  In
addition, please revise to provide disclosures required by ASC 810-10-45-25 on the face
of the consolid

CORRESP
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MingZhu Logistics Holdings Limited

27F, Yantian Modern Industry Service Center

No. 3018 Shayan Road, Yantian District

Shenzhen, Guangdong, China 518081

March 9, 2021

VIA EDGAR

U.S. Securities & Exchange Commission

Division of Corporation Finance

Office of Energy & Transportation

100 F Street, NE

Washington, D.C. 20549

Attn: Ms. Karina Dorin

    Re:
    MingZhu Logistics Holdings Limited

    Registration Statement on Form F-1

    Filed March 9, 2021, as amended

    File No. 333-253950

Dear Ms. Dorin:

Pursuant to Rule 461 under the Securities Act
of 1933, as amended, MingZhu Logistics Holdings Limited hereby requests acceleration of effectiveness of the above referenced Registration
Statement so that it will become effective at 5:00 p.m. ET on March 9, 2021, or as soon as thereafter practicable.

    Very truly yours,

    /s/ Jinlong Yang

    Jinlong Yang

    Chief Executive Officer

    cc:
    Ellenoff Grossman & Schole LLP

    Schiff Hardin LLP

CORRESP
1
filename1.htm

FT Global Capital, Inc.

5 Concourse Parkway, Suite 3000

Atlanta, GA, 30328

VIA EDGAR

March 9, 2021

U.S. Securities & Exchange Commission

Division of Corporation Finance

Office of Energy & Transportation

100 F Street, NE

Washington, D.C. 20549

Attn: Ms. Karina Dorin

    Re:
    MingZhu Logistics Holdings Limited

    Registration Statement on Form F-1

    Filed March 9, 2021

    File No. 333-253950

Dear Ms. Dorin:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), we hereby join the Company’s
request that the effective date of the above-referenced Registration Statement be accelerated so that the above-referenced Registration
Statement will be declared effective at 5:00 p.m. ET on March 9, 2021, or as soon thereafter as is practicable.

Pursuant to Rule 460 of
the General Rules and Regulations of the Commission under the Securities Act, please be advised that there will be distributed
to each underwriter or dealer, who is reasonably anticipated to participate in the distribution of the securities in this offering,
as many copies of the Preliminary Prospectus, dated March 8, 2021, as appears to be reasonable to secure adequate distribution
of the Preliminary Prospectus.

The undersigned advises
that it has complied and will continue to comply, and that it has been informed by the participating underwriters and dealers that
it has 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,

    FT Global Capital,
Inc.

    By: /s/ Patrick
J. Ko

    Authorized
Representative

United States securities and exchange commission logo
February 18, 2021
Jinlong Yang
Chief Executive Officer
MingZhu Logistics Holdings Limited
27F, Yantian Modern Industry Service Center
No. 3018 Shayan Road, Yantian District
Shenzhen, Guangdong, China 518081
Re:MingZhu Logistics Holdings Limited
Draft Registration Statement on Form F-1
Submitted February 11, 2021
CIK 0001782037
Dear Mr. Yang:
            This is to advise you that we do not intend to review your registration statement.
            We request that you publicly file your registration statement no later than 48 hours prior
to the requested effective date and time. Please refer to Rules 460 and 461 regarding requests for
acceleration. We remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            Please contact Irene Barberena-Meissner, Staff Attorney, at 202-551-6548 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Richard I. Anslow, Esq.

CORRESP
1
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MingZhu
Logistics Holdings Limited

27F,
Yantian Modern Industry Service Center

No.
3018 Shayan Road, Yantian District

Shenzhen,
Guangdong, China 518081

September
25, 2020

VIA
EDGAR

U.S.
Securities & Exchange Commission

Division
of Corporation Finance

Office
of Energy & Transportation

100
F Street, NE

Washington,
D.C. 20549

Attn:
Ms. Karina Dorin

    Re:
    MingZhu Logistics Holdings Limited

    Registration Statement on Form F-1

    Filed September 17, 2019, as amended

    File No. 333-233992

Dear
Ms. Dorin:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, MingZhu Logistics Holdings Limited hereby requests acceleration of effectiveness
of the above referenced Registration Statement so that it will become effective at 4:30 p.m. ET on September 30, 2020, or as soon
as thereafter practicable.

    Very truly yours,

    /s/ Jinlong
    Yang

    Jinlong Yang

    Chief Executive Officer

    cc:
    Ellenoff Grossman &
    Schole LLP

    Dickinson Wright PLLC

CORRESP
1
filename1.htm

September
25, 2020

Division
of Corporation Finance

U.S. Securities & Exchange Commission

100 F Street, NE

Washington, DC 20549

    Re:
    MingZhu
        Logistics Holdings, Ltd

        Pre-Effective
Amendment No. 7 to Registration Statement on Form F-1 (File No. 333-233992)

Dear
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, ViewTrade Securities,Inc, as representative of the underwriters, hereby requests acceleration of the effective date
of the above-referenced Registration Statement so that it will become effective at 4:30 p.m., Eastern Time, on Wednesday, September
30, 2020, or as soon thereafter as practicable.

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 security, as many copies of the proposed form of preliminary
prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

The
undersigned 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,

    /s/
    Douglas K. Aguililla

    Douglas K. Aguililla

                                                                                Director, Investment Banking

JDM

CORRESP
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MingZhu Logistics Holdings Limited

27F, Yantian Modern Industry Service Center

No. 3018 Shayan Road, Yantian District

Shenzhen, Guangdong, China 518081

VIA EDGAR

June 4, 2020

U.S. Securities & Exchange Commission

Division of Corporation Finance

Office of Energy & Transportation

100 F Street, NE

Washington, D.C. 20549

Attn: Karina Dorin

    Re:

        MingZhu Logistics Holdings Limited

        Amendment No. 5 to

        Registration Statement on Form F-1

        Filed May 22, 2020

        File No. 333-233992

Dear Ms. Dorin:

MingZhu Logistics Holdings
Limited (the “Company” or “we”) hereby transmits its response to the comment letter received
from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”),
dated May 28, 2020, regarding the Company’s Amendment No. 5 to Registration Statement on Form F-1 (the “Registration
Statement”) filed on May 22, 2020. For the Staff’s convenience, we have repeated below the Staff’s comments
in bold, and have followed each comment with the Company’s response.

Amendment No. 3 to Form F-1

Exhibit 5.1, page 3

 1. Please note that the executed legal opinion may not be subject to any unacceptable assumptions
or cover matters that appear to be essential to rendering the opinion given. As such, it appears that the assumption regarding
the company's authorized shares in Section 2(m) of this opinion is inappropriate. For guidance, refer to Staff Legal Bulletin No.
19. Please have counsel revise its opinion to remove this assumption or tell us why they believe it is appropriate.

In response to the Staff’s
comment, we have attached the revised legal opinion to the amended Registration Statement.

We thank the Staff for
its review of the foregoing and the Registration Statement. If you have further comments, please feel free to contact our counsel
Jonathan Deblinger, Esq. of Ellenoff Grossman & Schole LLP by email at jdeblinger@egsllp.com or by telephone at (212)
370-1300.

    Sincerely,

    /s/ Jinlong Yang

        Jinlong Yang

        Chief Executive Officer

    cc:
    Jonathan Deblinger

    Ellenoff Grossman & Schole LLP

United States securities and exchange commission logo
May 28, 2020
Jinlong Yang
Chief Executive Officer
MingZhu Logistics Holdings Limited
27F, Yantian Modern Industry Service Center
No. 3018 Shayan Road, Yantian District
Shenzhen, Guangdong, China 518081
Re:MingZhu Logistics Holdings Limited
Amendment No. 5 to
Registration Statement on Form F-1
Filed May 22, 2020
File No. 333-233992
Dear Mr. Yang:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Amendment No. 3 to Form F-1
Exhibit 5.1, page 3
1.Please note that the executed legal opinion may not be subject to any unacceptable
assumptions or cover matters that appear to be essential to rendering the opinion given.
As such, it appears that the assumption regarding the company's authorized shares in
Section 2(m) of this opinion is inappropriate.  For guidance, refer to Staff Legal Bulletin
No. 19.  Please have counsel revise its opinion to remove this assumption or tell us why
they believe it is appropriate.

 FirstName LastNameJinlong Yang
 Comapany NameMingZhu Logistics Holdings Limited
 May 28, 2020 Page 2
 FirstName LastName
Jinlong Yang
MingZhu Logistics Holdings Limited
May 28, 2020
Page 2
            You may contact Amy Geddes, Staff Accountant, at (202) 551-3304 or Lyn Shenk,
Accounting Branch Chief, at (202) 551-3380 if you have questions regarding comments on the
financial statements and related matters. Please contact Karina Dorin, Staff Attorney, at (202)
551-3763 or Laura Nicholson, Special Counsel, at (202) 551-3584 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Jonathan Deblinger

CORRESP
1
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MingZhu Logistics Holdings Limited

27F, Yantian Modern Industry Service Center

No. 3018 Shayan Road, Yantian District

Shenzhen, Guangdong, China 518081

VIA EDGAR

May 7, 2020

U.S. Securities & Exchange Commission

Division of Corporation Finance

Office of Energy & Transportation

100 F Street, NE

Washington, D.C. 20549

Attn: Karina Dorin

    Re:

        MingZhu Logistics Holdings Limited

        Amendment No. 4 to

        Registration Statement on Form F-1

        Filed April 23, 2020

        File No. 333-233992

Dear Ms. Dorin:

MingZhu Logistics Holdings
Limited (the “Company” or “we”) hereby transmits its response to the comment letter received
from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”),
dated April 30, 2020, regarding the Company’s Amendment No. 4 to Registration Statement on Form F-1 (the “Registration
Statement”) filed on April 23, 2020. For the Staff’s convenience, we have repeated below the Staff’s comments
in bold, and have followed each comment with the Company’s response.

Form F-1/A filed April 23, 2020

Risk Factors, page 8

 1. Please revise to provide risk factor disclosure regarding the limited ability of U.S. regulators
to conduct investigations and inspections within China.

In response to the Staff’s
comment, we will add the following risk factor in an amended Registration Statement.

There are uncertainties under
the PRC laws relating to the procedures and time requirement for the U.S. regulators to bring about investigations and evidence
collection within the territory of the PRC.

On December 28, 2019, the newly
amended Securities Law of the PRC (the “PRC Securities Law”) was officially promulgated, which became effective on
March 1, 2020. According to Article 177 of the PRC Securities Law (the “Article 177”), the securities regulatory authority
of the State Council may establish a regulatory cooperation mechanism with the securities regulatory authorities of another country
or region to implement cross-border supervision and administration. Article 177 further provides that overseas securities regulatory
authorities may not carry out investigations and evidence collection directly within the territory of the PRC, and that no Chinese
entity or individual is allowed to provide any documents or materials related to securities business activities to overseas agencies
without prior consent of the securities regulatory authority of the State Council and the competent departments of the State Council.
Moreover, the Civil Procedure Law of the PRC, promulgated in 1991 and last amended in 2017, provides that except for the request
for and provision of judicial assistance in accordance with international treaties concluded or participated by the PRC, or via
diplomatic channels, no foreign agency or individual may, without the consent of the competent authorities of the PRC, carry out
investigation or collect evidence within the territory of the PRC.

Page
2

Our PRC Counsel is of the understanding
that (i) the Article 177 is applicable in the circumstances related to direct investigation or evidence collection conducted by
overseas authorities within the territory of the PRC (in such case, the foregoing activities are required to be conducted through
collaboration with or by obtaining prior consent of competent PRC authorities); (ii) the Article 177 does not limit or prohibit
the Company, as a company duly incorporated in Cayman Islands and to be listed on Nasdaq, from providing the required documents
or information to NASDAQ pursuant to applicable listing rules and U.S. securities laws; and (iii) as of the date of this prospectus,
they are not aware of any implementing rules or regulations which have been published regarding application of the Article 177.

Our principal business operation
is conducted in the PRC. In the event that the U.S. regulators carry out investigation on us and there is a need to conduct investigation
or collect evidence within the territory of the PRC, the U.S. regulators may not be able to carry out the investigation or evidence
collection directly in the PRC under the PRC laws. The U.S. regulators may consider cross-border cooperation with securities regulatory
authority of the PRC by way of judicial assistance, diplomatic channels or regulatory cooperation mechanism established with the
securities regulatory authority of the PRC. However, there is no assurance that the U.S. regulators could succeed in establishing
such cross-border cooperation in a specific case or could establish the cooperation in a timely manner.

Furthermore, as the Article 177
is relatively new and there is no implementing rules or regulations which have been published regarding application of the Article
177, it remains unclear how the law will be interpreted, implemented or applied by the Chinese Securities Regulatory Commission
or other relevant government authorities. As such, there are uncertainties as to the procedures and time requirement for the U.S.
regulators to bring about investigations and evidence collection within the territory of the PRC. If U.S. regulators are unable
to conduct such investigations, such U.S. regulators may determine to suspend and ultimately delist our ordinary shares from the
Nasdaq Capital Market or choose to suspend or de-register our SEC registration.

We thank the Staff for
its review of the foregoing and the Registration Statement. If you have further comments, please feel free to contact our counsel
Jonathan Deblinger, Esq. of Ellenoff Grossman & Schole LLP by email at jdeblinger@egsllp.com or by telephone at (212)
370-1300.

    Sincerely,

    /s/ Jinlong Yang

        Jinlong Yang

        Chief Executive Officer

    cc:
    Jonathan Deblinger

    Ellenoff Grossman & Schole LLP

United States securities and exchange commission logo
April 30, 2020
Jinlong Yang
Chief Executive Officer
MingZhu Logistics Holdings Limited
27F, Yantian Modern Industry Service Center
No. 3018 Shayan Road, Yantian District
Shenzhen, Guangdong, China 518081
Re:MingZhu Logistics Holdings Limited
Amendment No. 4 to
Registration Statement on Form F-1
Filed April 23, 2020
File No. 333-233992
Dear Mr. Yang:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Form F-1/A filed April 23, 2020
Risk Factors, page 8
1.Please revise to provide risk factor disclosure regarding the limited ability of U.S.
regulators to conduct investigations and inspections within China.

 FirstName LastNameJinlong Yang
 Comapany NameMingZhu Logistics Holdings Limited
 April 30, 2020 Page 2
 FirstName LastName
Jinlong Yang
MingZhu Logistics Holdings Limited
April 30, 2020
Page 2
            You may contact Amy Geddes, Staff Accountant, at (202) 551-3304 or Lyn Shenk,
Accounting Branch Chief, at (202) 551-3380 if you have questions regarding comments on the
financial statements and related matters.  Please contact Karina Dorin, Staff Attorney, at (202)
551-3763 or Laura Nicholson, Special Counsel, at (202) 551-3584 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Jonathan Deblinger

CORRESP
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MingZhu Logistics Holdings Limited

27F, Yantian Modern Industry Service Center

No. 3018 Shayan Road, Yantian District

Shenzhen, Guangdong, China 518081

VIA EDGAR

April 23, 2020

U.S. Securities & Exchange Commission

Division of Corporation Finance

Office of Energy & Transportation

100 F Street, NE

Washington, D.C. 20549

Attn: J. Nolan McWilliams

    Re:

        MingZhu Logistics Holdings Limited

        Amendment No. 3 to

        Registration Statement on Form F-1

        Filed February 18, 2020

        File No. 333-233992

Dear Mr. McWilliams:

MingZhu Logistics Holdings
Limited (the “Company” or “we”) hereby transmits its response to the comment letter received
from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”),
dated February 26, 2020, regarding the Company’s Amendment No. 3 to Registration Statement on Form F-1 (the “Registration
Statement”) filed on February 18, 2020.

For the Staff’s convenience,
we have repeated below the Staff’s comments in bold, and have followed each comment with the Company’s response. Disclosure
changes made in response to the Staff’s comments have been made in Amendment No. 4 to the Registration Statement on Form
F-1/A (the “Amended Registration Statement”), which is being filed with the Commission contemporaneously with
the submission of this letter.

Form F-1/A filed February 18, 2020

Management

Compensation of Directors and Executive
Officers, page 99

 1. Please update the disclosure in this section, and under "Outstanding Equity Awards at Fiscal
Year-End" for fiscal year 2019, the last full financial year. Refer to Item 6.B of Form 20-F.

In response to the Staff’s
comment, we have revised the disclosure on page 105 of the Registration Statement to disclose the compensation and equity awards
for the year ended December 31, 2019.

    Page 2

Consolidated Financial Statements, page
F-1

 2. Please update your financial statements in accordance with the requirements of Item 8(A)(4)
of Form 20-F, or tell us why you believe an update is unnecessary. Specifically, in the case of an initial public offering, the
audited financial statements shall be as of a date not older than 12 months at the time the document is filed. In such cases, the
audited financial statements may cover a period of less than a full year.

In response to the Staff’s
comment, we have included updated audited financial statements starting from page F-2 of the Registration Statement.

We thank the Staff for
its review of the foregoing and the Registration Statement. If you have further comments, please feel free to contact our counsel
Jonathan Deblinger, Esq. of Ellenoff Grossman & Schole LLP by email at jdeblinger@egsllp.com or by telephone at (212)
370-1300.

    Sincerely,

    /s/ Jinlong Yang

    Jinlong Yang

    cc:
    Jonathan Deblinger

    Ellenoff Grossman & Schole LLP

February 26, 2020
Jinlong Yang
Chief Executive Officer
MingZhu Logistics Holdings Limited
27F, Yantian Modern Industry Service Center
No. 3018 Shayan Road, Yantian District
Shenzhen, Guangdong, China 518081
Re:MingZhu Logistics Holdings Limited
Amendment No. 3 to
Registration Statement on Form F-1
Filed February 18, 2020
File No. 333-233992
Dear Mr. Yang:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Form F-1/A filed February 18, 2020
Management
Compensation of Directors and Executive Officers, page 99
1.Please update the disclosure in this section, and under "Outstanding Equity Awards at
Fiscal Year-End" for fiscal year 2019, the last full financial year.  Refer to Item 6.B of
Form 20-F.
Consolidated Financial Statements, page F-1
2.Please update your financial statements in accordance with the requirements of Item
8(A)(4) of Form 20-F, or tell us why you believe an update is unnecessary.  Specifically,

 FirstName LastNameJinlong Yang
 Comapany NameMingZhu Logistics Holdings Limited
 February 26, 2020 Page 2
 FirstName LastName
Jinlong Yang
MingZhu Logistics Holdings Limited
February 26, 2020
Page 2
in the case of an initial public offering, the audited financial statements shall be as of a
date not older than 12 months at the time the document is filed. In such cases, the audited
financial statements may cover a period of less than a full year.
            You may contact Amy Geddes, Staff Accountant, at (202) 551-3304 or Lyn Shenk,
Accounting Branch Chief, at (202) 551-3380 if you have questions regarding comments on the
financial statements and related matters.  Please contact J. Nolan McWilliams, Attorney-Advisor,
at (202) 551-3217 or Laura Nicholson, Special Counsel, at (202) 551-3584 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Jonathan Deblinger

CORRESP
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VIA EDGAR

December 18, 2019

U.S. Securities & Exchange Commission

Division of Corporation Finance

Office of Energy & Transportation

100 F Street, NE

Washington, D.C. 20549

Attn: J. Nolan McWilliams

    Re:

        MingZhu Logistics Holdings Limited

        Amendment No. 1 to

        Registration Statement on Form F-1

        Filed November 27, 2019

        File No. 333-233992

Dear Mr. McWilliams:

MingZhu Logistics Holdings
Limited (the “Company” or “we”) hereby transmits its response to the comment letter received
from the staff (the “Staff”) of the U.S. Securities and Exchange Commission, dated December 9, 2019, regarding
the Company’s Amendment No. 1 to Registration Statement on Form F-1 (the “Registration Statement”) filed
on November 27, 2019. For the Staff’s convenience, we have repeated below the Staff’s comments in bold, and have followed
each comment with the Company’s response.

Amendment No. 1 to Form F-1

Prospectus Summary

Overview, page 1

 1. Refer to the last sentence of the fifth paragraph. Please disclose the respective revenue generated
from Guangdong and Xinjiang provinces for the fiscal year ended December 31, 2017. We note your disclosure in the first paragraph
on page 62.

In response to the Staff’s
comment, we have revised the Registration Statement to disclose the respective revenue generated from Guangdong and Xinjiang provinces
for the fiscal year ended December 31, 2017. The revised disclosure can be found on page 1 of the Registration Statement.

Management's Discussion and Analysis
of Financial Condition and Results of Operations, page 36

 2. We note your new risk factor disclosure that you have failed to pay corporate income taxes for
the year ended December 31, 2018 on time, and that there are uncertainties whether you will have enough funds to make the tax payment
within the time limit set by the tax authorities. Please address this in your “Liquidity and Capital Resources” section.
Refer to Item 5.B.1 of Form 20-F.

In response to the Staff’s
comment, we have added disclosure relating to our outstanding tax payment in the section entitled Liquidity and Capital Resources
per requirements of Item 5.B.1 of Form 20-F. The revised disclosure can be found on page 42 of the Registration Statement.

We thank the Staff for
its review of the foregoing and the Registration Statement. If you have further comments, please feel free to contact our counsel
by email at rasnlow@egsllp.com or by telephone at (212) 370-1300.

    Sincerely,

    /s/ Jinlong Yang

    Jinlong Yang

    cc:
    Richard I. Anslow

    Ellenoff Grossman & Schole LLP

December 9, 2019
Jinlong Yang
Chief Executive Officer
MingZhu Logistics Holdings Limited
27F, Yantian Modern Industry Service Center
No. 3018 Shayan Road, Yantian District
Shenzhen, Guangdong, China 518081
Re:MingZhu Logistics Holdings Limited
Amendment No. 1 to
Registration Statement on Form F-1
Filed November 27, 2019
File No. 333-233992
Dear Mr. Yang:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our October 7, 2019 letter.
Amendment No. 1 to Form F-1
Prospectus Summary
Overview, page 1
1.Refer to the last sentence of the fifth paragraph.  Please disclose the respective revenue
generated from Guangdong and Xinjiang provinces for the fiscal year ended December
31, 2017.   We note your disclosure in the first paragraph on page 62.

 FirstName LastNameJinlong Yang
 Comapany NameMingZhu Logistics Holdings Limited
 December 9, 2019 Page 2
 FirstName LastName
Jinlong Yang
MingZhu Logistics Holdings Limited
December 9, 2019
Page 2
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
36
2.We note your new risk factor disclosure that you have failed to pay corporate income
taxes for the year ended December 31, 2018 on time, and that there are uncertainties
whether you will have enough funds to make the tax payment within the time limit set by
the tax authorities.  Please address this in your “Liquidity and Capital Resources” section.
Refer to Item 5.B.1 of Form 20-F.
            You may contact Amy Geddes, Staff Accountant, at (202) 551-3304 or Lyn Shenk,
Accounting Branch Chief, at (202) 551-3380 if you have questions regarding comments on the
financial statements and related matters.  Please contact J. Nolan McWilliams, Attorney-Advisor,
at (202) 551-3217 or Laura Nicholson, Special Counsel, at (202) 551-3584 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Sabrina He

CORRESP
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VIA EDGAR

November 27, 2019

U.S. Securities & Exchange Commission

Division of Corporation Finance

Office of Energy & Transportation

100 F Street, NE

Washington, D.C. 20549

Attn: J. Nolan McWilliams

    Re:
    MingZhu Logistics Holdings Limited

    Registration Statement on Form F-1

    Filed September 27, 2019

    File No. 333-233992

Dear Mr. McWilliams:

MingZhu Logistics Holdings
Limited (the “Company” or “we”) hereby transmits its response to the comment letter received
from the staff (the “Staff”) of the U.S. Securities and Exchange Commission, dated October 7, 2019, regarding
the Company’s Registration Statement on Form F-1 filed on September 27, 2019 (the “Registration Statement”),
which such Registration Statement reflects the Staff’s comments. For the Staff’s convenience, we have repeated below
the Staff’s comments in bold, and have followed each comment with the Company’s response.

Form F-1 filed on September 27, 2019

Consolidated Financial Statements,
page F-1

 1. We note you have included annual audited financial
statements for the years ended December 31, 2018 and 2017, but have not included any unaudited interim financial statements in
this filing. Interim financial statements are required in a registration statement if the effective date of the registration statement
is more than nine months after the end of the last audited financial year. In this circumstance the registration statement should
contain consolidated interim financial statements, which may be unaudited (in which case that fact should be stated), covering
at least the first six months of the financial year. Please update your filing accordingly. Refer to Item 8.A.5 of Form 20-F.

In response to the
Staff’s comment, we have included the unaudited interim financial statements for the nine months ended September 30, 2019
in Amendment No. 1 to the Registration Statement.

We thank the Staff
for its review of the foregoing and the Amended Registration Statement. If you have further comments, please feel free to contact
our counsel at rasnlow@egsllp.com or by telephone at (212) 370-1300.

    Sincerely,

    /s/ Jinlong Yang

    Jinlong Yang

    cc:
    Richard I. Anslow

    Ellenoff Grossman & Schole LLP

October 7, 2019
Jinlong Yang
Chief Executive Officer
MingZhu Logistics Holdings Limited
27F, Yantian Modern Industry Service Center
No. 3018 Shayan Road, Yantian District
Shenzhen, Guangdong, China 518081
Re:MingZhu Logistics Holdings Limited
Registration Statement on Form F-1
Filed September 27, 2019
File No. 333-233992
Dear Mr. Yang:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Form F-1 filed September 27, 2019
Consolidated Financial Statements, page F-1
1.We note you have included annual audited financial statements for the years ended
December 31, 2018 and 2017, but have not included any unaudited interim financial
statements in this filing.  Interim financial statements are required in a registration
statement if the effective date of the registration statement is more than nine months after
the end of the last audited financial year. In this circumstance the registration statement
should contain consolidated interim financial statements, which may be unaudited (in
which case that fact should be stated), covering at least the first six months of the financial
year. Please update your filing accordingly.  Refer to Item 8.A.5 of Form 20-F.
            We remind you that the company and its management are responsible for the accuracy

 FirstName LastNameJinlong Yang
 Comapany NameMingZhu Logistics Holdings Limited
 October 7, 2019 Page 2
 FirstName LastName
Jinlong Yang
MingZhu Logistics Holdings Limited
October 7, 2019
Page 2
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Amy Geddes, Staff Accountant, at (202) 551-3304 or Lyn Shenk,
Accounting Branch Chief, at (202) 551-3380 if you have questions regarding comments on the
financial statements and related matters.  Please contact J. Nolan McWilliams, Attorney-Advisor,
at (202) 551-3217 or Laura Nicholson, Special Counsel, at (202) 551-3549 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Sabrina He

CORRESP
1
filename1.htm

MingZhu
Logistics Holdings Ltd

27F,
Yantian Modern Industry Service Center

No.
3018 Shayan Road, Yantian District

Shenzhen,
Guangdong, China 518081

September
27, 2019

VIA
EDGAR

U.S.
Securities & Exchange Commission

Division
of Corporation Finance

Office
of Transportation and Leisure

100
F Street, NE

Washington,
D.C. 20549

Attn:
J. Nolan McWilliams

    Re:
    MingZhu Logistics Holdings Ltd.

    Draft Registration Statement on Form F-1

    Submitted August 2, 2019

    CIK No. 0001782037

Dear
Mr. McWilliams:

On
behalf of our client MingZhu Logistics Holdings Ltd (the “Company”), we hereby transmit the Company’s
response to the comment letter received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission
(the “Commission”), on August 29, 2019, regarding the Draft Registration Statement on Form F-1 submitted to
the Commission on August 2, 2019.

For
the Staff’s convenience, we have repeated below the Staff’s comments in bold, and have followed each comment with
the Company’s response. Disclosure changes made in response to the Staff’s comments have been made in a Registration
Statement on Form F-1 (the “Registration Statement”), which is being filed with the Commission contemporaneously
with the submission of this response letter.

Draft
Registration Statement Submitted August 2, 2019

General

 1. Please
                                         provide us copies of all written communications, as defined in Rule 405 under the Securities
                                         Act, that you, or anyone authorized to do so on your behalf, present to potential investors
                                         in reliance on Section 5(d) of the Securities Act, whether or not they retain copies
                                         of the communications.

We
respectfully advise the Staff that, as of the date hereof, no written communications have been provided to potential investors
in reliance on Section 5(d) of the Securities Act of 1933, as amended (the “Securities Act”). We will supplementally
provide the Staff with copies of all written communications presented to potential investors in reliance on Section 5(d) of the
Securities Act.

    1

J.
Nolan McWilliams

September
27, 2019

Page
2 of 3

Risk
Factors

Our
reliance on major customers and any loss of our major customers, page 7

 2. Please
                                         place the risks described in context by naming each ten percent or greater customer and
                                         the respective percentage of revenues attributable to that customer.

In
response to the Staff’s comment, we have updated the risk factor. The revised disclosure can be found on page 7 of the Registration
Statement.

We
rely on subcontractors to handle a proportion of our trucking service, page 8

 3. To
                                         the extent material, please describe the risks because of your guarantee of the subcontractor
                                         capital lease disclosed on page 42.

As
disclosed in the Registration Statement, in connection with our guarantee to the lessor of the capital lease for our subcontractor,
we entered into another guarantee agreement with Shenzhen Yangang Mingzhu Logistics Co., Ltd. (“MingZhu Logistics”),
a company owned by the sister of Jinlong Yang, our Chief Executive Officer. Pursuant to the guarantee between us and MingZhu Logistics,
if our subcontractor fails to perform its obligations under the capital lease and we make a payment to the lessor as a guarantor
of the capital lease, MingZhu Logistics has the obligation to immediately pay us the full amount paid by us to the lessor. We
believe that such contractual mechanism mitigates the risks resulting from our guarantee to the lessor and there will not be material
risks resulting from our guarantee of the subcontractor capital lease.

Use
of Proceeds, page 30

 4. You
                                         state that PRC laws and regulations limit your ability to utilize the proceeds of this
                                         offering to make loans or capital contributions to PRC subsidiaries on satisfaction of
                                         government registration and approval requirements. Please place this disclosure in context
                                         by quantifying the amount of loans or capital contributions you may currently make to
                                         your PRC subsidiaries without approval. Similarly revise the first full risk factor on
                                         page 20.

In
response to the Staff’s comment, we have revised the Registration Statement. The revised disclosure can be found on pages
21 and 31 of the Registration Statement.

Management’s
Discussion and Analysis, page 35

 5. Please
                                         provide the trend disclosure required by Item 5.D of Form 20-F. For guidance, refer to
                                         Section III.B.3. of Release No. 33-8350. We note by way of example: (i) the second paragraph
                                         on page 38 where you discuss reasons for the decline in revenues from Guangdong province;
                                         and (ii) your disclosure in the third risk factor on page 7 and first risk factor on
                                         page 8 regarding past due receivables and the timing mismatch of customer payments and
                                         trade payables. Also discuss the extent to which percentage growth you attribute to the
                                         Xinjiang expansion is indicative of future growth.

In
response to the Staff’s comment, we have revised the Registration Statement. The revised disclosure can be found on pages
37, 39 and 41 of the Registration Statement.

    2

J.
Nolan McWilliams

September
27, 2019

Page
3 of 3

Customers,
page 65

 6. Please
                                         describe the material terms of the master agreements you enter into with customers. Similarly
                                         describe in the last section on page 67 the material terms of the subcontracting master
                                         agreements.

In
response to the Staff’s comment, we have added descriptions of the material terms of the master agreements with customers
and subcontracting master agreements. The revised disclosure can be found on pages 67 and 70 of the Registration Statement.

Regulations,
page 74

 7. Please
                                         discuss here the PRC regulations on and approvals required for uses of proceeds from
                                         offerings such as this, including the regulations on loans or capital contributions to
                                         your PRC subsidiaries. We note your disclosure in the last paragraph on page 30.

In
response to the Staff’s comment, we have added disclosure relating to PRC regulations on and approvals required for uses
of proceeds from this offering. The revised disclosure can be found on pages 21, 30, 79 and 80 of the Registration Statement.

Description
of Share Capital

Articles
of Association – Exclusive Forum Provision, page 89

 8. We
                                         note that your forum selection provision identifies the courts of the Cayman Islands
                                         as the sole and exclusive jurisdiction for certain litigation, including "any derivative
                                         action." Please disclose whether this provision applies to actions arising under
                                         the Securities Act or Exchange Act. If so, please add risk factor disclosure, state that
                                         there is uncertainty as to whether a court would enforce such provision, and state that
                                         investors cannot waive compliance with the federal securities laws and the rules and
                                         regulations thereunder. If this provision does not apply to actions arising under the
                                         Securities Act or Exchange Act, please also ensure that the exclusive forum provision
                                         in your amended articles of association states this clearly, or tell us how you will
                                         inform investors in future filings that the provision does not apply to any actions arising
                                         under the Securities Act or Exchange Act.

In
response to the Staff’s comment, we have removed disclosure relating to forum selection and will file the form of our amended
and restated memorandum and articles of association that reflects such change in a subsequent amendment to the Registration Statement.

We
thank the Staff for its review of the foregoing. If you have further comments, we ask that you forward them by electronic mail
to our counsel, Richard Anslow, Esq. at ranslow@egsllp.com or by telephone at (212) 370-1300.

    Sincerely,

    /s/ Jinlong Yang

    Jinglong Yang, Chief Executive Officer

    MingZhu Logistics Holdings Ltd.

cc:
	  Ellenoff Grossman & Schole LLP

    3

August 29, 2019
Jinlong Yang
Chief Executive Officer
MingZhu Logistics Holdings Ltd
27F, Yantian Modern Industry Service Center
No. 3018 Shayan Road, Yantian District
Shenzhen, Guangdong, China 518081
Re:MingZhu Logistics Holdings Ltd
Draft Registration Statement on Form F-1
Submitted August 2, 2019
CIK No. 0001782037
Dear Mr. Yang:
            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 Submitted August 2, 2019
General
1.Please provide us copies of all written communications, as defined in Rule 405 under the
Securities Act, that you, or anyone authorized to do so on your behalf, present to potential
investors in reliance on Section 5(d) of the Securities Act, whether or not they retain
copies of the communications.
Risk Factors
Our reliance on major customers and any loss of our major customers, page 7
2.Please place the risks described in context by naming each ten percent or greater customer

 FirstName LastNameJinlong Yang
 Comapany NameMingZhu Logistics Holdings Ltd
 August 29, 2019 Page 2
 FirstName LastNameJinlong Yang
MingZhu Logistics Holdings Ltd
August 29, 2019
Page 2
and the respective percentage of revenues attributable to that customer.
We rely on subcontractors to handle a proportion of our trucking service, page 8
3.To the extent material, please describe the risks because of your guarantee of the
subcontractor capital lease disclosed on page 42.
Use of Proceeds, page 30
4.You state that PRC laws and regulations limit your ability to utilize the proceeds of this
offering to make loans or capital contributions to PRC subsidiaries on satisfaction of
government registration and approval requirements.  Please place this disclosure in
context by quantifying the amount of loans or capital contributions you may currently
make to your PRC subsidiaries without approval.  Similarly revise the first full risk factor
on page 20.
Management’s Discussion and Analysis, page 35
5.Please provide the trend disclosure required by Item 5.D of Form 20-F.  For guidance,
refer to Section III.B.3. of Release No. 33-8350.  We note by way of example: (i) the
second paragraph on page 38 where you discuss reasons for the decline in revenues from
Guangdong province; and (ii) your disclosure in the third risk factor on page 7 and first
risk factor on page 8 regarding past due receivables and the timing mismatch of customer
payments and trade payables.  Also discuss the extent to which percentage growth you
attribute to the Xinjiang expansion is indicative of future growth.
Customers, page 65
6.Please describe the material terms of the master agreements you enter into with
customers.  Similarly describe in the last section on page 67 the material terms of the
subcontracting master agreements.
Regulations, page 74
7.Please discuss here the PRC regulations on and approvals required for uses of proceeds
from offerings such as this, including the regulations on loans or capital contributions to
your PRC subsidiaries.  We note your disclosure in the last paragraph on page 30.
Description of Share Capital
Articles of Association – Exclusive Forum Provision, page 89
8.We note that your forum selection provision identifies the courts of the Cayman Islands as
the sole and exclusive jurisdiction for certain litigation, including "any derivative action."
Please disclose whether this provision applies to actions arising under the Securities Act
or Exchange Act.  If so, please add risk factor disclosure, state that there is uncertainty as
to whether a court would enforce such provision, and state that investors cannot waive

 FirstName LastNameJinlong Yang
 Comapany NameMingZhu Logistics Holdings Ltd
 August 29, 2019 Page 3
 FirstName LastName
Jinlong Yang
MingZhu Logistics Holdings Ltd
August 29, 2019
Page 3
compliance with the federal securities laws and the rules and regulations thereunder.  If
this provision does not apply to actions arising under the Securities Act or Exchange Act,
please also ensure that the exclusive forum provision in your amended articles of
association states this clearly, or tell us how you will inform investors in future filings that
the provision does not apply to any actions arising under the Securities Act or Exchange
Act.
            You may contact Amy Geddes, Staff Accountant, at (202) 551-3304 or Lyn Shenk,
Accounting Branch Chief, at (202) 551-3380 if you have questions regarding comments on the
financial statements and related matters.  Please contact J. Nolan McWilliams, Attorney-Advisor,
at (202) 551-3217 or Laura Nicholson, Special Counsel, at (202) 551-3549 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Transportation and Leisure
cc:       Sabrina He