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United States securities and exchange commission logo





                              February 5, 2021

       Yuan Zhou
       Chief Executive Officer
       Zhihu Inc.
       A5 Xueyuan Road
       Haidian District, Beijing 100083
       People   s Republic of China

                                                        Re: Zhihu Inc.
                                                            Draft Registration
Statement on Form F-1
                                                            Submitted January
11, 2021
                                                            CIK No. 0001835724

       Dear Mr. Zhou:

              We have reviewed your draft 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 providing the requested
information and either submitting
       an amended draft registration statement or publicly filing your
registration statement 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
       amended draft registration statement or filed registration statement, we
may have additional
       comments.

       Draft Registration Statement on Form F-1

       General

   1.                                                   Please provide us with
supplemental copies of all written communications, as defined in
                                                        Rule 405 under the
Securities Act, that you, or anyone authorized to do so on your behalf,
                                                        have presented or
expect to present to potential investors in reliance on Section 5(d) of the
                                                        Securities Act, whether
or not you retained, or intend to retain, copies of those
                                                        communications. Please
contact the staff member associated with the review of this filing
                                                        to discuss how to
submit the materials, if any, to us for our review.
 Yuan Zhou
FirstName
Zhihu Inc. LastNameYuan Zhou
Comapany5,NameZhihu
February    2021     Inc.
February
Page 2 5, 2021 Page 2
FirstName LastName
2.       In apropriate places in your prospectus, particularly the Management's
Discussion and
         Analysis of Financial Condition and Results of Operations section,
please describe, and
         quantify to the extent possible, any known trends and uncertainties
that have had, or that
         you reasonably expect will have, a material favorable or unfavorable
impact on revenue or
         results of operations, in light of the impact of COVID-19 on your
business. Please refer to
         CF Disclosure Guidance: Topic No. 9.
Corporate History and Structure, page 4

3.       We note based on the Principal Shareholders chart on page 139 that the
company has a
         number of major shareholders to include Mr. Zhou. Please revise the
corporate structure
         chart to disclose the relative beneficial ownership/voting percentages
held post-offering
         by Mr. Zhou, historical private investors and public shareholders,
respectively.
Implication of Being an Emerging Growth Company, page 6

4.       You disclose that you have elected to take advantage of the extended
transition period to
         complying with new or revised accounting standards pursuant to the
JOBS Act. However,
         in the related risk factor beginning on page 51, you disclose that you
irrevocably elected
         to opt out of the extended transition period for complying with new or
revised accounting
         standards pursuant the JOBS Act. Please revise your disclosure to
eliminate the
         inconsistency.
We face risks related to natural disasters, health epidemics, and other
outbreaks, page 30

5.       We note your disclosure that you experienced a negative impact on your
advertising
         revenue for the first half of 2020 and may continue to experience such
negative impact
         due to the COVID-19 pandemic. Please revise to quantify the negative
impact on your
         advertising revenue so investors can appreciate the discussed risk.
Dilution, page 61

6.       Please tell us and disclose your rationale for not deducting your
mezzanine equity in
         arriving at your net tangible book value as of September 30, 2020.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Non-GAAP Financial Measure, page 76

7.       Please disclose why you do not consider share-based compensation
expense to be
         indicative of your operating performance.
Compensation of Directors and Executive Officers, page 137

8.       Please revise this section to provide the required information as of
the last full financial
         year. Refer to Item 6.B of Form 20-F.
 Yuan Zhou
FirstName
Zhihu Inc. LastNameYuan Zhou
Comapany5,NameZhihu
February    2021     Inc.
February
Page 3 5, 2021 Page 3
FirstName LastName
9.       Please tell us whether the company has disclosed, or is required to
disclose, in Cayman
         Islands or elsewhere, the compensation of its executive officers and
directors on an
         individual basis for its most recently completed fiscal year. Refer to
Item 6.B.1 of Form
         20-F.
Principal [and Selling] Shareholders, page 139

10.      Please revise footnote 5 to disclose the natural persons with voting
and/or investment
         control over the shares held by each of the Qiming Entities.
Related Party Transactions, page 142

11.      Please revise this section to provide the required information as of
the most recent
         practicable date. Refer to Item 7 of Form 20-F.
Consolidated Financial Statements
Note 2. Significant Accounting Policies
(f) Fair value measurements, page F-19

12.      We note the derivative assets in Note 4 on page F-31 and derivative
liabilities in Note 10
         on page F-37. Please provide the disclosures required by ASC
820-10-50-3.
       You may contact Tony Watson at 202-551-3318 or Rufus Decker at
202-551-3769 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Donald Field at 202-551-3680 or Lilyanna Peyser at 202-551-3222 with
any other
questions.



                                                               Sincerely,

                                                               Division of
Corporation Finance
                                                               Office of Trade
& Services
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