August 29, 2019

Jinnan Lai
Chief Executive Officer
Yangcheng Creative Industry Zone
No. 309 Middle Huangpu Avenue
Tianhe District, Guangzhou 510655
The Peoples Republic of China

       Re: LIZHI INC.
           Draft Registration Statement on Form F-1
           Submitted August 6, 2019
           CIK No. 0001783407

Dear Mr. Lai:

       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
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

Draft Registration Statement on Form F-1

Prospectus Summary
Overview, page 1

1.     Please clarify whether the term "users" refers to active users or
otherwise define this term.
       Please also define the terms "daily active user" and "host."
2.     We note that you disclose your monthly active users in this section. For
context, please
       also disclose your average paying users for the periods presented.
 Jinnan Lai
FirstName LastNameJinnan Lai
Comapany NameLIZHI INC.
August 29, 2019
August 29, 2019 Page 2
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FirstName LastName
Our Market Opportunities, page 3

3.       Please explain why you include a discussion of the pan-audio
entertainment market, which
         includes both online and offline audio and music, when it appears that
substantially all of
         your net revenues are generated from your online audio services. Also,
tell us whether
         you intend to enter the traditional radio market.
Our Strengths, page 3

4.       Please disclose the basis for your statements that you are a leading
online platform and
         that you have leading audio and AI technologies.
Our Corporate History, page 4

5.       We note that Guangzhou Huanliao Network Technology Co., Ltd. currently
has no
         substantial business operations. Please disclose whether you intend to
         business operations with this entity.
We rely on our mobile application..., page 27

6.       Please disclose the dates that your app was removed from the Apple and
Android app
         stores and disclose any material impact on your results of operations.
We rely on assumptions and estimates..., page 32

7.       We note that your paying user and mobile MAU metrics may significantly
overstate the
         actual number of individual users and do not exclude, for example,
user accounts created
         for specific purposes such as increasing the number of votes for hosts
in various contests.
         Please disclose what steps you are taking, or plan to take, to
calculate more accurately the
         number of unique user accounts.
Management's Discussion and Analysis of Financial Condition and Results of
Major Factors Affecting Our Results of Operations, page 83

8.       You state on page 84 that hosts are critical to expanding your user
base and enhancing
         user engagement. Revise to include a table disclosing the number of
active hosts for each
         of the quarters ended from March 31, 2017 through March 31, 2019.
9.       Since virtually all of your revenues are derived from your audio
entertainment platform,
         revise the table on page 85 to present for each period the number of
average audio
         entertainment mobile MAUs.
 Jinnan Lai
FirstName LastNameJinnan Lai
Comapany NameLIZHI INC.
August 29, 2019
August 29, 2019 Page 3
Page 3
FirstName LastName

Critical Accounting Policies, Judgments and Estimates
Share-based compensation, page 94

10.      Please revise the table on page 95 to include all share-based
compensation grants through
         effectiveness of the registration statement.
Shares Eligible for Future Sale
Lockup Agreements, page 184

11.      Please briefly describe the exceptions to the lockup agreements. Also,
clarify on page 193
         that the lockup agreements are subject to certain exceptions.
Consolidated Financial Statements
Note 1. Organization and Reorganization
Contractual arrangements with VIE, page F-10

12.      Please revise to disclose the maturity date for each of the
agreements. Also, revise to
         disclose who has the ability to terminate the respective agreements.
Note 2. Significant Accounting Policies
Revenue recognition, page F-19

13.      Revise to ensure that you properly address all disclosure requirements
under ASC 606-10-
         50. This would include disclosure of the practical expedients used and
         regarding contract assets and contract liabilities.
14.      You disclose that time-based virtual items are recognized over the
contract term. Please
         revise to disclose the average contract term for time-based items.
Note 12. Preferred shares, page F-33

15.      You disclose on page F-35 that each preferred share will automatically
convert into
         ordinary shares upon closing of a qualifying initial public offering.
Please disclose how a
         qualifying initial public offering is defined and any conditional
provisions if this offering
         does not constitute a qualified initial public offering.
Note 18. Subsequent events, page F-44

16.      We note that the outstanding options and restricted shares issued
under the 2018 BVI Plan
         were replaced with options and restricted shares under the 2019
Incentive Plan. Revise to
         disclose the incremental compensation cost, if any, you expect to
record as a result of the
         modification of the awards. We refer you to ASC 718-20-35-2A through
17.      Revise to disclose the amount of unrecognized compensation cost for
any share based
         compensation awards made subsequent to the balance sheet through
 Jinnan Lai
August 29, 2019
Page 4

18.   Please provide us with a copy of the iResearch Consulting Group report
for our review.
      Clearly mark the specific language in the report that supports the
statements in your
19.   Please supplementally provide us with copies of all written
communications, as defined in
      Rule 405 under the Securities Act, that you, or anyone authorized to do
so on your behalf,
      present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or
      not they retain copies of the communications.
20.   Please supplementally provide us with copies of any graphical materials
or artwork you
      intend to use in your prospectus. Upon review of such materials, we may
have further
      comments. For guidance, refer to Question 101.02 of our Securities Act
      Compliance and Disclosure Interpretations.
        You may contact Frank Knapp, Staff Accountant, at (202) 551-3805 or
Christine Dietz,
Assistant Chief Accountant, at (202) 551-3408 if you have questions regarding
comments on the
financial statements and related matters. Please contact Jeff Kauten, Staff
Attorney, at (202)
551-3447 or Maryse Mills-Apenteng, Special Counsel, at (202) 551-3457 with any


FirstName LastNameJinnan Lai                                Division of
Corporation Finance
                                                            Office of
Information Technologies
Comapany NameLIZHI INC.
                                                            and Services
August 29, 2019 Page 4
cc:       Kevin Zhang
FirstName LastName