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                           January 20, 2023

       Peng Li
       Chairman and Chief Executive Officer
       QuantaSing Group Ltd
       Room 710, 5/F, Building No. 1
       Zone No. 1, Ronghe Road
       Chaoyang District, Beijing 100102
       People   s Republic of China

                                                        Re: QuantaSing Group
Ltd
                                                            Amendment No. 1 to
Registration Statement on Form F-1
                                                            Filed January 13,
2023
                                                            File No. 333-268907

       Dear Peng Li:

             We have reviewed your amended registration statement 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 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.
Unless we note
       otherwise, our references to prior comments are to comments in our
January 12, 2023 letter.

       Amendment No. 1 to Registration Statement on Form F-1

       Cover Page

   1.                                                   Please refer to the
prospectus cover page and the HFCAA disclosures. Please revise to
                                                        disclose that your
auditor, PricewaterhouseCoopers Zhong Tian LLP, is an independent
                                                        registered public
accounting firm based in mainland China. Please revise all HFCAA
                                                        disclosures throughout
the prospectus accordingly.
 Peng Li
FirstName
QuantaSingLastNamePeng Li
            Group Ltd
Comapany
January 20,NameQuantaSing
           2023           Group Ltd
January
Page 2 20, 2023 Page 2
FirstName LastName
Regulatory Permissions and Licenses for Our Operations in China and This
Offering, page 2

2.       We note your response comment 2 and reissue. In this regard, we note
that the revised
         disclosure does not appear to address how, if implemented, the Draft
Rules Regarding
         Overseas Listing might subject you to the filing requirements with the
CSRC for this
         offering and listing or prohibit this offering or a future offering.
Please revise to discuss in
         greater detail the facts and circumstances, including prohibited
circumstances, which
         would subject the company to filing requirements with the CSRC for
this offering and
         listing or a future offering.
Risk Factors
Risks Related to the ADSs and this Offering
The trading price of the ADSs is likely to be volatile, which could result in
substantial losses to
investors, page 75

3.       We note your disclosure about stock price volatility of the securities
of some China-based
         companies that have listed their securities in the United States since
their initial public
         offerings in recent years; and how the price and trading volume for
the ADSs may be
         highly volatile for factors specific to your operations. We also note
recent instances of
         extreme stock price run-ups followed by rapid price declines and stock
price volatility
         seemingly unrelated to a company's performance following a number of
recent initial
         public offerings, particularly among companies with relatively small
public floats. Please
         revise to address the potential for rapid and substantial price
volatility and any known
         factors particular to your offering that may add to this risk, in
addition to contributing
         factors you provide related to the general market and your operations.
Discuss the risks to
         investors when investing in stock where the price is changing rapidly.
Clearly state that
         such volatility, including any stock-run up, may be unrelated to your
actual or expected
         operating performance and financial condition or prospects, making it
difficult for
         prospective investors to assess the rapidly changing value of your
stock.
Amendment No. 1 to Registration Statement on Form F-1

Management's Discussion and Analysis of Financial Condition and Results of
Operations
Three months ended September 30, 2022 compared to three months ended September
30, 2021,
page 114

4.       We note your response to comment 3. The 26.9% decrease in financial
literacy revenue
         appears to have resulted from a decrease in converting introductory
learners into paying
         learners, driven by a decrease in marketing efforts targeted at
converting these learners.
         In this regard, we note that you intend to continue these efforts to
diversify course
         offerings by reallocating marketing efforts away from financial
literacy courses. It
         therefore appears that historical financial literacy revenue is not
necessarily indicative of
         future amounts. Please expand your discussion to clearly explain this
change in trend and
         expected impact to results of operations pursuant to Item 5.D of Form
20-F as referenced
 Peng Li
QuantaSing Group Ltd
January 20, 2023
Page 3
      from Item 4 of Form F-1. Lastly, please quantify the factors contributing
to the change in
      financial literacy revenue for the three months ended September 30, 2022,
including the
      increase resulting from an increased repeat purchase rate, and the
decrease related to the
      above.
Consent of Independent Registered Public Accounting Firm
Exhibit 99.1

5.    Please have your auditors revise their consent to reference the amendment
to the
      Registration Statement on Form F-1.
       You may contact Robert Shapiro at 202-551-3273 or Theresa Brillant at
202-551-3307 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Jennie Beysolow at 202-551-8108 or Donald Field at 202-551-3680 with
any other
questions.



                                                           Sincerely,
FirstName LastNamePeng Li
                                                           Division of
Corporation Finance
Comapany NameQuantaSing Group Ltd
                                                           Office of Trade &
Services
January 20, 2023 Page 3
cc:       Dan Ouyang, Esq.
FirstName LastName