United States securities and exchange commission logo

                           December 8, 2022

       Peng Li
       Chairman and Chief Executive Officer
       QuantaSing Group Ltd
       Room 710, 5/F, Building No. 1
       Zone No. 1, Ronghe Road
       Chaoyang District, Beijing 100102
       People   s Republic of China

                                                        Re: QuantaSing Group
                                                            Amendment No. 1 to
                                                            Draft Registration
Statement on Form F-1
                                                            Submitted November
9, 2022
                                                            CIK No. 0001932770

       Dear Peng Li:

             We have reviewed your amended draft registration statement and
have the following
       comments. In some of our comments, we may ask you to provide us with
information so we
       may better understand your disclosure.

              Please respond to this letter by providing the requested
information and either submitting
       an amended draft registration statement or publicly filing your
registration statement on
       EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
       believe an amendment is appropriate, please tell us why in your

             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

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

       Cover page

   1.                                                   We note your disclosure
that you "intend to apply to list the ADSs on the [New York
                                                        Stock Exchange]/[Nasdaq
Stock Market]." Please revise to disclose whether your offering
                                                        is contingent upon
final approval of your [New York Stock Exchange]/[Nasdaq Stock
                                                        Market] listing.
Additionally, please ensure the disclosure is consistent with your
                                                        underwriting agreement.
 Peng Li
QuantaSingLastNamePeng   Li
           Group Ltd
December  NameQuantaSing
             2022           Group Ltd
Page 2    8, 2022 Page 2
FirstName LastName
2.       We note your response to comment 4 and reissue in part. We note that
your discussion of
         the limitations on cash transfers appears to discuss solely those in
the PRC and not Hong
         Kong where you also have a subsidiary. Please revise to discuss any
limitations applicable
         to Hong Kong and make conforming revisions throughout the prospectus
as applicable.
         Alternatively, tell us why it is not appropriate to do so. In
addition, please revise to
         include a cross-reference to your discussion of limitations on your
ability to transfer cash
         in your summary risk factors section. Lastly, in the associated list
of cross-references
         related to cash transfers, please also provide a cross-reference to
your consolidated
         financial statements.
3.       We note your response to comment 5 and reissue in part. Please revise
to include Hong
         Kong in your disclosure about the availability of cash or assets in
the business, given that
         you have a subsidiary in Hong Kong.
Prospectus Summary
Corporate History and Structure, page 3

4.       We note your response to comment 8 and reissue in part. Please expand
your discussion
         about the relevant contractual agreements to include that the company
may incur
         substantial costs to enforce the terms of the arrangements.
Additionally, 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. Alternatively, provide a
cross-reference to the
         responsive disclosure later in the summary.
Regulatory Permissions and Licenses for Our Operations in China and This
Offering, page 11

5.       We note your response to comment 12 and your statement that "[you]...
have applied for
         and completed a cybersecurity review for this offering and listing
pursuant to the
         Cybersecurity Review Measures." Please revise to discuss in greater
detail the application,
         when approval was granted and any material cybersecurity review
findings. As a related
         matter, please revise your disclosure on page 61 that you are in
compliance with the
         existing PRC laws and regulations regarding cybersecurity, data
security and personal
         data protection in all material aspects. The disclosure here should
not be qualified by
         materiality. Please make appropriate revisions to throughout the
6.       We note your disclosure in the fourth paragraph that "if the Draft
Rules Regarding
         Overseas Listing was implemented as proposed before this offering and
listing is
         completed, [you] would be subject to the filing requirements with the
CSRC for this
         offering and listing and might also be prohibited from completing this
offering if any of
         the circumstances described in the Draft Rules Regarding Overseas
Listing occurs."
         Please revise to discuss in greater detail why the company "would be
subject to the filings
         requirements with the CSRC" and why the offering and listing "might
also be prohibited."
         Please include enough information so that investors can fully
understand how and why the
 Peng Li
QuantaSingLastNamePeng   Li
           Group Ltd
December  NameQuantaSing
             2022           Group Ltd
Page 3    8, 2022 Page 3
FirstName LastName
         Draft Rules Regarding Overseas Listing may or will be applicable to
the company. Please
         revise the prospectus throughout accordingly.
Management's Discussion and Analysis of Financial Condition and Results of
Key Factors Affecting Results of Operations
Specific factors affecting results of operations, page 99

7.       We note per your response to prior comment 22 that there are 19 topics
of curricula, with
         each topic including one free introductory course and one paid premium
course, and
         therefore there are 19 premium courses generating revenue. Please
confirm that our
         understanding is correct. Additionally, tell us if each of the 19
premium courses
         generated revenue, or if there is a concentration of courses that
comprised the majority of
         the revenue for each period presented. Lastly, tell us the types of
costs incurred each
         period for premium courses that have already been developed, and the
expected period of
         time you expect premium courses to generate revenue.

Results of Operations
Fiscal year ended June 30, 2022 compared to fiscal year ended June 30, 2021
Revenues from individual online learning services, page 113

8.       We note your revised disclosure in response to prior comment 23 but
you do not quantify
         how changes in paying learners and average prices of your premium
financial literacy
         courses translated to the $110 million increase in revenues for the
year ended June 30,
         2022. Please revise your disclosure to quantify in absolute dollar
amounts how the
         aggregate 200,000 increase in number of paying learners and the
increases in average
         price for financial literacy and personal interest courses contributed
to the increase in
         revenues from individual online learning services. Additionally,
please quantify and
         disclose the amount of the revenue increase attributable to the new
personal interest
         courses launched in 2021.
Notes to Consolidated Financial Statements
Note 2. Summary of significant accounting policies
(q) Revenue recognition
(ii) Enterprise services, page F-28

9.       Please revise your disclosure for enterprise services revenue to
clarify how the marketing
         fees for completed referrals are determined consistent with your
response to comment 27.
(s) Sales and marketing expenses, page F-30

10.      We note in your response to prior comment 28 that the costs of free
         courses are classified as sales and marketing expenses. Please revise
your disclosure here
         and in MD&A to more fully explain the nature of the costs included in
sales and
         marketing and cost of revenues as provided in your response, and to
clearly explain that
 Peng Li
QuantaSing Group Ltd
December 8, 2022
Page 4
      costs associated with the development and delivery of your introductory
courses are
      included in sales and marketing expenses and costs associated with the
development and
      delivery of premium courses are included in cost of revenues.
       You may contact Robert Shapiro at 202-551-3273 or Theresa Brillant at
202-551-3307 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Jennie Beysolow at 202-551-8108 or Donald Field at 202-551-3680 with
any other

FirstName LastNamePeng Li
                                                          Division of
Corporation Finance
Comapany NameQuantaSing Group Ltd
                                                          Office of Trade &
December 8, 2022 Page 4
cc:       Dan Ouyang, Esq.
FirstName LastName