TEXT-EXTRACT 2 filename2.txt United States securities and exchange commission logo September 20, 2023 Lei Xia Chief Executive Officer ICZOOM Group Inc. Room 3801, Building A, Sunhope e METRO No. 7018 Cai Tian Road, Futian District, Shenzhen Guangdong, China, 518000 Re: ICZOOM Group Inc. Draft Registration Statement on Form F-1 Submitted August 25, 2023 CIK 0001854572 Dear Lei Xia: We have conducted a limited review of your draft registration statement. 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 providing any requested information and by publicly filing your registration statement and non-public draft submission on EDGAR. 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 the information you provide in response to these comments and your filed registration statement, we may have additional comments. Draft Registration Statement on Form F-1 submitted August 25, 2023 General 1. We note the changes you made to your disclosure appearing on the cover page and in the Prospectus Summary and Risk Factors sections relating to legal and operational risks associated with operating in China and PRC regulations. It is unclear to us that there have been changes in the regulatory environment in the PRC since the review of your IPO registration statement on Form F-1 that went effective on March 14, 2023, warranting revised disclosure to mitigate the challenges you face and related disclosures. The Sample Letters to China-Based Companies sought specific disclosure relating to the risk that the PRC government may intervene in or influence your operations at any time, or may exert control over operations of your business, which could result in a material change in your Lei Xia ICZOOM Group Inc. September 20, 2023 Page 2 operations and/or the value of the securities you are registering for sale. We remind you that, pursuant to federal securities rules, the term control (including the terms controlling, controlled by, and under common control with ) as defined in Securities Act Rule 405 means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract, or otherwise. The Sample Letters also sought specific disclosures relating to uncertainties regarding the enforcement of laws and that the rules and regulations in China can change quickly with little advance notice. We do not believe that your revised disclosure referencing the PRC government s evolution of its regulatory oversight conveys the same risk. Please restore your disclosures in these areas to the disclosures as they existed in the registration statement as of March 14, 2023. 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. We also remind you that your registration statement must be on file no later than 48 hours prior to the requested effective date and time. 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 Kate Beukenkamp at 202-551-3861 or Lilyanna Peyser at 202-551-3222 with any other questions. Sincerely, FirstName LastNameLei Xia Division of Corporation Finance Comapany NameICZOOM Group Inc. Office of Trade & Services September 20, 2023 Page 2 cc: Arila Zhou FirstName LastName