United States securities and exchange commission logo





                              September 22, 2022

       Panyan Yu
       Chief Financial Officer
       Greencity Acquisition Corporation
       505 Eshan Road, Floor 6
       Pudong New District
       Shanghai, China 200120

                                                        Re: Greencity
Acquisition Corporation
                                                            Form 10-K for the
Fiscal Year Ended December 31, 2021
                                                            Filed March 31,
2022
                                                            Form 10-Q for the
Quarterly Period Ended June 30, 2022
                                                            Filed August 15,
2022
                                                            File No. 001-39404

       Dear Ms. Yu:

              We have reviewed your filings 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.

       Form 10-K for the Fiscal Year Ended December 31, 2021

       Business

   1.                                                   We note that your
principal executive offices are located in Shanghai, China, the SPAC
                                                        Sponsor appears to be
based in China, a majority of your executive officers and/or
                                                        directors are located
in or have significant ties to China, and that you may be
                                                        contemplating merging
with a company incorporated in China. Please disclose this
                                                        prominently in the
introduction to the business section. Your disclosure also should
                                                        describe the legal and
operational risks associated with being based in China. Your
                                                        disclosure should
address how recent statements and regulatory actions by China   s
                                                        government, such as
those related to data security or anti-monopoly concerns, has or may
                                                        impact the company   s
ability to conduct its business, accept foreign investments, or list on
 Panyan Yu
FirstName LastNamePanyan   Yu
Greencity Acquisition Corporation
Comapany 22,
September  NameGreencity
              2022        Acquisition Corporation
September
Page 2    22, 2022 Page 2
FirstName LastName
         an U.S. or other foreign exchange. Please disclose whether your
auditor is subject to the
         determinations announced by the PCAOB on December 16, 2021 and whether
and how
         the Holding Foreign Companies Accountable Act and related regulations
will affect your
         company. Provide a cross-reference to your detailed discussion of
risks facing the
         company and the offering.
2.       Please disclose the risks that being based in China poses to
investors. In particular,
         describe the significant regulatory, liquidity, and enforcement risks
with cross-references
         to the more detailed discussion of these risks. For example,
specifically discuss risks
         arising from the legal system in China, including risks and
uncertainties regarding the
         enforcement of laws and that rules and regulations in China can change
quickly with little
         advance notice; and the risk that the Chinese government may intervene
or influence your
         operations at any time, or may exert more control over offerings
conducted overseas
         and/or foreign investment in China-based issuers, which could result
in a material change
         in your operations and/or the value of your common stock. Acknowledge
any risks that
         any actions by the Chinese government to exert more oversight and
control over offerings
         that are conducted overseas and/or foreign investment in China-based
issuers could
         significantly limit or completely hinder your ability to offer or
continue to offer securities
         to investors and cause the value of such securities to significantly
decline or be worthless.
3.       Please revise to disclose in the introduction to your Business section
that the location of
         the company, sponsor and executives may make you a less attractive
partner to a non-
         China-based target company, which may therefore limit the pool of
acquisition
         candidates.
4.       Disclose each permission that you are required to obtain from Chinese
authorities to
         operate and issue securities to foreign investors. State affirmatively
whether you have
         received all requisite permissions and whether any permissions have
been denied. State
         whether you may be covered by permissions requirements from the China
Securities
         Regulatory Commission (CSRC), Cyberspace Administration of China (CAC)
or any
         other governmental agency that is required to approve your operations.
Also describe the
         consequences to you and your investors if you: (i) do not receive or
maintain such
         permissions or approvals, (ii) inadvertently conclude that such
permissions or approvals
         are not required, or (iii) applicable laws, regulations, or
interpretations change and you are
         required to obtain such permissions or approvals in the future.
5.       Provide a clear description of how cash is transferred through your
organization. State
         whether any transfers, dividends, or distributions have been made to
date and quantify the
         amounts where applicable.
6.       Disclose that trading in your securities may be prohibited under the
Holding Foreign
         Companies Accountable Act if the PCAOB determines that it cannot
inspect or fully
         investigate your auditor, and that as a result an exchange may
determine to delist your
         securities.
 Panyan Yu
FirstName LastNamePanyan   Yu
Greencity Acquisition Corporation
Comapany 22,
September  NameGreencity
              2022        Acquisition Corporation
September
Page 3    22, 2022 Page 3
FirstName LastName
Controls and Procedures
Management's Report on Internal Control Over Financial Reporting

7.       We note that the 10-K for the year ended December 31, 2021 represents
the second annual
         report filed after IPO effectiveness. In addition within risk factor
disclosures on page 34,
         you acknowledge the requirement to evaluate and report on your system
of internal
         controls beginning with your annual report for the year ending
December 31, 2021.
         However, we could not locate management's report on internal controls
over financial
         reporting within Item 9A of your annual report. Please amend your
annual report to
         include management's report on internal controls over financial
reporting pursuant to Item
         308(a) of Regulation S-K.
Report of Independent Registered Public Accounting Firm

8.       We note your audit opinion does not reference the balance sheet as of
December 31,
         2020. Please have your auditor revise its opinion to include the
balance sheet as of
         December 31, 2020 which is required pursuant to Rule 8-02 of
Regulation S-X. Please
         amend your filing to include such revised audit opinion. Please note
that when you file
         your amendment, new certifications should be filed and all amended
Items should be filed
         in their entirety.
Risk Factors

9.       Please add Risk Factor disclosure regarding the Holding Foreign
Companies Accountable
         Act. In addition, please disclose that the United States Senate has
passed the Accelerating
         Holding Foreign Companies Accountable Act, which, if enacted, would
decrease the
         number of    non-inspection years    from three years to two years,
and thus, would reduce
         the time before your securities may be prohibited from trading or
delisted. Update your
         disclosure to reflect that the Commission adopted rules to implement
the HFCAA and
         that, pursuant to the HFCAA, the PCAOB has issued its report notifying
the Commission
         of its determination that it is unable to inspect or investigate
completely accounting firms
         headquartered in mainland China or Hong Kong.
10.      Given the Chinese government   s significant oversight and discretion
over the conduct of
         your business, please revise to separately highlight the risk that the
Chinese government
         may intervene or influence your operations at any time, which could
result in a material
         change in your operations and/or the value of your common stock. Also,
given recent
         statements by the Chinese government indicating an intent to exert
more oversight and
         control over offerings that are conducted overseas and/or foreign
investment in
         China[1]based issuers, acknowledge the risk that any such action could
significantly limit
         or completely hinder your ability to offer or continue to offer
securities to investors and
         cause the value of such securities to significantly decline or be
worthless.
11.      In light of recent events indicating greater oversight by the
Cyberspace Administration of
         China over data security, particularly for companies seeking to list
on a foreign exchange,
 Panyan Yu
FirstName LastNamePanyan   Yu
Greencity Acquisition Corporation
Comapany 22,
September  NameGreencity
              2022        Acquisition Corporation
September
Page 4    22, 2022 Page 4
FirstName LastName
         please revise your disclosure to explain how this oversight could
impact the process of
         searching for a target and completing an initial business combination,
and to what extent
         you believe that you are compliant with the regulations or policies
that have been issued
         by the CAC to date.
12.      Please revise to include disclosure addressing any PRC regulations
concerning mergers
         and acquisitions by foreign investors that your initial business
combination transaction
         may be subject to, including PRC regulatory reviews, which may impact
your ability to
         complete a business combination in the prescribed time period. Also
address any impact
         PRC law or regulation may have on the cash flows associated with the
business
         combination, including shareholder redemption rights.
General

13.      Please include a separate section on enforcement of liabilities
addressing the enforcement
         risks related to civil liabilities due to you, your sponsor and your
officers and directors
         being located in China or Hong Kong. For example, revise to discuss
more specifically the
         limitations on investors being able to effect service of process and
enforce civil liabilities
         in China, lack of reciprocity and treaties, and cost and time
constraints. Also, please
         disclose these risks in the business section, which should contain
disclosures
         consistent with the separate section. Additionally, please identify
each officer and
         director located in China or Hong Kong and disclose that it will be
more difficult to
         enforce liabilities and enforce judgments on those individuals.




Form 10-Q for the Quarterly Period Ended June 30, 2022

Exhibits 31.1 and 32.2

14.      We note that your certifications do not include paragraph 4(b)
language referring to
         internal control over financial reporting. Please file an amendment to
your quarterly
         report that includes certifications that conform exactly to the
language set forth within the
         Exchange Act Rule 13a-14(a). Please note that you may file an
abbreviated amendment
         that consists of a cover page, explanatory note, signature page, and
paragraphs 1, 2, 4, and
         5 of the certification.
        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.

         You may contact Frank Knapp, Staff Accountant at (202) 551-3805 or
Wilson Lee, Staff
 Panyan Yu
Greencity Acquisition Corporation
September 22, 2022
Page 5

Accountant at (202) 551-3468 if you have questions regarding comments on the
financial
statements and related matters. Please contact Ruairi Regan, Staff Attorney at
(202) 551-3269 or
Mary Beth Breslin, Office Chief at (202) 551-3625 with any other questions.



FirstName LastNamePanyan Yu                                Sincerely,
Comapany NameGreencity Acquisition Corporation
                                                           Division of
Corporation Finance
September 22, 2022 Page 5                                  Office of Real
Estate & Construction
FirstName LastName