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                               April 26, 2023

       Hui Shao
       Chief Executive Officer
       YS Biopharma Co., Ltd.
       Building No. 2, 38 Yongda Road
       Daxing Biomedical Industry Park
       Daxing District, Beijing, PRC

                                                        Re: YS Biopharma Co.,
Ltd.
                                                            Registration
Statement on Form F-1
                                                            Filed April 12,
2023
                                                            File No. 333-271221

       Dear Hui Shao:

              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.

       Registration Statement on Form F-1

       Cover Page

   1.                                                   For each of the
ordinary shares being registered for resale, disclose the price that the
                                                        selling securityholders
paid for such ordinary shares.
   2.                                                   We note the significant
number of redemptions of your ordinary shares in connection with
                                                        your business
combination and that the shares being registered for resale will constitute a
                                                        considerable percentage
of your public float. Highlight the significant negative impact
                                                        sales of shares on this
registration statement could have on the public trading price of the
                                                        ordinary shares.
 Hui Shao
FirstName   LastNameHui
YS Biopharma    Co., Ltd. Shao
Comapany
April       NameYS Biopharma Co., Ltd.
       26, 2023
April 226, 2023 Page 2
Page
FirstName LastName
Summary of the Prospectus
Overview, page 8

3.       Please expand your discussion here to reflect the fact that this
offering involves the
         potential sale of a substantial portion of shares for resale and
discuss how such sales could
         impact the market price of the company   s common stock.
General

4.       Revise your prospectus to disclose the price that each selling
securityholder paid for the
         shares being registered for resale. Highlight any differences in the
current trading price,
         the prices that the Sponsor, private placement investors, and other
selling securityholders
         acquired their shares and warrants, and the price that the public
securityholders acquired
         their shares and warrants. If applicable, disclose that while the
Sponsor, private placement
         investors, and other selling securityholders may experience a positive
rate of return based
         on the current trading price, the public securityholders may not
experience a similar rate
         of return on the securities they purchased due to differences in the
purchase prices and the
         current trading price. Please also disclose the potential profit the
selling securityholders
         will earn based on the current trading price. Lastly, please include
appropriate risk factor
         disclosure.
5.       In light of the significant number of redemptions and the unlikelihood
that the company
         will receive significant proceeds from exercises of the warrants
because of the disparity
         between the exercise price of the warrants and the current trading
price of the ordinary
         shares, expand your discussion of capital resources to address any
changes in the
         company   s liquidity position since the business combination. If the
company is likely to
         have to seek additional capital, discuss the effect of this offering
on the company   s ability
         to raise additional capital.
        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 Jimmy McNamara at 202-321-4485 or Jason Drory at
202-551-8342 with
any questions.



                                                                Sincerely,

                                                                Division of
Corporation Finance
 Hui Shao
YS Biopharma Co., Ltd.
April 26, 2023
FirstName
Page 3         LastNameHui Shao
Comapany NameYS Biopharma Co., Ltd.
                                      Office of Life Sciences
April 26, 2023 Page 3
cc:       Dan Ouyang
FirstName LastName