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                             November 2, 2022

       Jinlong Yang
       Chief Executive Officer
       MingZhu Logistics Holdings Limited
       27F, Yantian Modern Industry Service Center
       No. 3018 Shayan Road, Yantian District
       Shenzhen, Guangdong, China 518081

                                                        Re: MingZhu Logistics
Holdings Limited
                                                            Registration
Statement on Form F-3
                                                            Filed October 12,
2022
                                                            File No. 333-267839

       Dear Jinlong Yang:

              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.

       Form F-3 filed October 12, 2022

       Cover Page

   1.                                                   We note your disclosure
under your About MingZhu Logistics Holdings Limited
                                                        section discussing your
VIE structure. Please revise your prospectus cover page to also
                                                        disclose that your
operations are conducted by your subsidiaries and through contractual
                                                        arrangements with
variable interest entities (VIEs) based in China and that this structure
                                                        involves unique risks
to investors. Disclose that these contracts have not been tested in
                                                        court. Explain whether
the VIE structure is used to provide investors with exposure to
                                                        foreign investment in
China-based companies where Chinese law prohibits direct foreign
                                                        investment in the
operating companies, and disclose that investors may never hold equity
                                                        interests in the
Chinese operating company. Your disclosure should acknowledge that
 Jinlong Yang
FirstName LastNameJinlong
MingZhu Logistics Holdings Yang
                           Limited
Comapany 2,
November  NameMingZhu
             2022        Logistics Holdings Limited
November
Page 2    2, 2022 Page 2
FirstName LastName
         Chinese regulatory authorities could disallow this structure, which
would likely result in a
         material change in your operations and/or a material change in the
value of the securities
         you are registering for sale, including that it could cause the value
of such securities to
         significantly decline or become worthless. Provide a cross-reference
to your detailed
         discussion of risks facing the company and the offering as a result of
this structure.
2.       Please revise your prospectus cover page to address how recent
statements and regulatory
         actions by China's government, such as those related to the use of
variable interest entities,
         have or may impact the company's ability to conduct its business,
accept foreign
         investments, or list on a U.S. or other foreign exchange.
3.       We note your disclosure on pages 14-15 regarding your organizational
structure. Please
         revise your prospectus cover page to clearly disclose how you refer to
the holding
         company, subsidiaries, and VIEs when providing the disclosure
throughout the document
         so that it is clear to investors which entity the disclosure is
referencing and which
         subsidiaries or entities are conducting the business operations.
Refrain from using terms
         such as    we    or    our    when describing activities or functions
of a VIE. Disclose that your
         subsidiaries and/or the VIE conduct operations in China, that the VIE
is consolidated for
         accounting purposes but is not an entity in which you own equity, and
that the holding
         company does not conduct operations.
4.       Please disclose your intentions to settle amounts owed under the VIE
agreements.
About Mingzhu Logistics Holdings Limited, page 1

5.       Please revise this section to disclose each permission or approval
that you, your
         subsidiaries, or the VIEs are required to obtain from Chinese
authorities to operate your
         business and to offer the securities being registered to foreign
investors. State whether
         you, your subsidiaries, or VIEs are covered by permissions
requirements from the China
         Securities Regulatory Commission (CSRC) or any other governmental
agency that is
         required to approve the VIE   s operations, and state affirmatively
whether you have
         received all requisite permissions or approvals and whether any
permissions or approvals
         have been denied. Please also describe the consequences to you and
your investors if you,
         your subsidiaries, or the VIEs: (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.
6.       Please revise your disclosure in this section to provide a clear
description of how cash is
         transferred through your organization. Disclose your intentions to
distribute earnings or
         settle amounts owed under the VIE agreements. Quantify any cash flows
and transfers of
         other assets by type that have occurred between the holding company,
its subsidiaries, and
         the consolidated VIEs, and direction of transfer. Quantify any
dividends or distributions
         that a subsidiary or consolidated VIE have made to the holding company
and which entity
         made such transfer, and their tax consequences. Similarly quantify
dividends or
 Jinlong Yang
FirstName LastNameJinlong
MingZhu Logistics Holdings Yang
                           Limited
Comapany 2,
November  NameMingZhu
             2022        Logistics Holdings Limited
November
Page 3    2, 2022 Page 3
FirstName LastName
         distributions made to U.S. investors, the source, and their tax
consequences. Your
         disclosure should make clear if no transfers, dividends, or
distributions have been made to
         date. Describe any restrictions on foreign exchange and your ability
to transfer cash
         between entities, across borders, and to U.S. investors. Describe any
restrictions and
         limitations on your ability to distribute earnings from the company,
including your
         subsidiaries and/or the consolidated VIEs, to the parent company and
U.S. investors as
         well as the ability to settle amounts owed under the VIE agreements.
Risk Factors
Risks Related to Our Business and Our Industry, page 25

7.       We note your disclosures on page 25 and 27 that if the PRC government
deems that your
         contractual arrangements with the VIEs do not comply with PRC
regulations, or if these
         regulations change or are interpreted differently in the future you
could be subject to
         severe penalties or be forced to relinquish your interests in those
operations. Please
         expand your disclosure to acknowledge that as a result of any such
determination by the
         PRC government, the securities you are registering may decline in
value or become
         worthless if the determinations, changes, or interpretations result in
your inability to assert
         contractual control over the assets of your PRC subsidiaries or the
VIEs that conduct all or
         substantially all of your operations.
General

8.       Please confirm your understanding that we will not be in a position to
accelerate the
         effectiveness of your registration statement until our comments
relating to your Form 20-
         F for the fiscal year ended December 31, 2021 have been resolved. To
the extent the
         comments contained in our letter dated October 6, 2022 relating to the
Form 20-F,
         including comments 1, 2, and 5, apply to the disclosure contained in
the Form F-3, please
         make appropriate and corresponding revisions.
9.       Please provide updated interim financial statements and related
disclosures as required
         by Item 5(b)(2) of Form F-3 and Item 8.A.5 of Form 20-F.
        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.
 Jinlong Yang
MingZhu Logistics Holdings Limited
November 2, 2022
Page 4

       Please contact Karina Dorin, Staff Attorney, at (202) 551-3763 or Laura
Nicholson,
Special Counsel, at (202) 551-3584 with any questions.



FirstName LastNameJinlong Yang                            Sincerely,
Comapany NameMingZhu Logistics Holdings Limited
                                                          Division of
Corporation Finance
November 2, 2022 Page 4                                   Office of Energy &
Transportation
FirstName LastName