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                            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