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United States securities and exchange commission logo
July 21, 2023
Chengfang Lu
Acting Chief Financial Officer
LIZHI Inc.
No. 309 Middle Huangpu Avenue
Tianhe District, Guangzhou 510655
The People s Republic of China
Re: LIZHI Inc.
Form 20-F for the
Fiscal Year Ended December 31, 2022
Filed April 28,
2023
File No. 001-39177
Dear Chengfang Lu:
We have reviewed your July 7, 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
June 7, 2023 letter.
Form 20-F for the Fiscal Year Ended December 31, 2022
General
1. We note your disclosure
that [you] are a controlled company as defined under the
rules of the Nasdaq
since [y]our founders, Mr. Jinnan (Marco) Lai and Mr. Ning Ding,
beneficially own more
than 50% of [y]our total voting power and that [m]ost of the
nominee shareholders of
the VIEs are also beneficial owners of the Company. Please
explain whether and to
what extent the shareholders of the VIEs can exert control of the
Company s management
and operation of the VIEs through these shareholders voting
power over the Company,
as well as how this affects your analysis regarding whether the
VIEs are controlled
primarily by the Company under Rule 3a-1(a)(4)(i) of the
Investment Company Act
of 1940 (the Act ).
Chengfang Lu
LIZHI Inc.
July 21, 2023
Page 2
2. We note your response to prior comment 7 provided the value of the
Company s assets as
of June 19, 2023, and that these values appear significantly different
from those provided
in your financial statements included in your 20-F for the fiscal year
ended December 31,
2022 and those included in your Form 6-K for the quarter ended March 31,
2023. Please
provide an explanation of these differences. In addition, please explain
whether you
believe you previously met the definition of an investment company under
section 3 of the
Act or have relied on an exception from that definition, including, for
example, those at
provided as section 3(b)(1) or Rule 3a-2 under the Act.
3. We note your response to prior comment 7 regarding the VIE contractual
arrangements.
Please explain in greater detail how each contractual arrangement
provides the company
with the ability to direct the activities of the VIEs and
specifically identify the day-to-
day activities of the VIEs that are directed. In responding to this
comment, please identify
the persons conducting the day-to-day management of the VIEs and explain
the roles in
which they do so and how the company directs those activities.
You may contact Chen Chen, Staff Accountant, at 202-551-7351 or
Christine Dietz,
Senior Staff Accountant, at 202-551-3408 with any other questions.
Sincerely,
FirstName LastNameChengfang Lu
Division of
Corporation Finance
Comapany NameLIZHI Inc.
Office of
Technology
July 21, 2023 Page 2
cc: Li He
FirstName LastName