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United States securities and exchange commission logo





                            November 9, 2022

       Mingfei Liu
       Chief Operating Officer
       U-BX Technology Ltd.
       Zhongguan Science and Technology Park
       No. 1 Linkong Er Road, Shunyi District, Beijing
       People   s Republic of China

                                                        Re: U-BX Technology
Ltd.
                                                            Amendment No. 9 to
Registration Statement on Form F-1
                                                            Filed October 26,
2022
                                                            File No. 333-262412

       Dear Mingfei Liu:

             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
September 8, 2022
       letter.

       Amendment No. 9 to Registration Statement on Form F-1 Filed October 26,
2022

       Cover Page

   1.                                                   You disclose that your
offering is contingent upon listing your ordinary shares on Nasdaq
                                                        or "another national
exchange." Please reconcile this with your subsequent disclosure on
                                                        your cover page that if
your Nasdaq listing "is not approved, we will not complete this
                                                        offering." We also note
that your underwriting agreement contemplates listing on the
                                                        NYSE Amex or Nasdaq.
Please advise whether you intend to pursue listing on NYSE
                                                        Amex if your Nasdaq
listing is denied. Please ensure your disclosure is consistent with
                                                        your underwriting
agreement and revise your registration statement as applicable.
 Mingfei Liu
FirstName LastNameMingfei   Liu
U-BX Technology   Ltd.
Comapany 9,
November  NameU-BX
             2022      Technology Ltd.
November
Page 2    9, 2022 Page 2
FirstName LastName
2.       To the extent you intend to proceed with your offering if your Nasdaq
listing is denied,
         revise your cover page to indicate that the offering is not contingent
on Nasdaq approval
         of your listing application and that if the shares are not approved
for listing, you may
         experience difficulty selling your shares. Include risk factor
disclosures to address the
         impact on liquidity and the value of shares.
Our Customers and Suppliers, page 8

3.       We note your disclosure on page F-18 that as of June 30, 2022, nearly
all of your
         advances to referral partners are made to four partners. Please
describe the nature and
         extent of these referrals in your prospectus. You also state on page
F-10 that "[a]dvances
         to suppliers consist of advances to referral partners." Advise whether
the referrals
         are concentrated among the four suppliers identified on page 9 of your
registration
         statement. Further, tell us whether a limited number of referral
partners presents a
         concentration risk to your business and include appropriate risk
factor disclosure if so.
Risk Factors
Risks Related to Our Ordinary Shares and this Offering, page 49

4.       We note recent instances of extreme stock price run-ups followed by
rapid price declines
         and stock price volatility seemingly unrelated to company performance
following a
         number of recent initial public offerings, particularly among
companies with relatively
         smaller public floats. We further note that you revised your existing
risk factor disclosure
         on page 49 about volatility. Please revise to include a separate risk
factor to address the
         potential for rapid and substantial price volatility and any known
factors particular to your
         offering that may add to this risk and discuss the risks to investors
when investing in stock
         where the price is changing rapidly. In both the risk factor and its
caption, 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.
Consolidated Financial Statements
Note 2. Summary of Significant Accounting Policies
Advances to Referral Partners, page F-10

5.       We note your advances to suppliers consist of advances to referral
partners for services
         that have not been provided or received. We further note that the
advances from
         customers is recorded as current liability as of June 30, 2022. Please
help us better
         understand the nature of your advances to referral partners and
advances from customers.
         Explain whether you received and paid cash in connection with these
advances to referral
         partners and customers.
 Mingfei Liu
FirstName LastNameMingfei   Liu
U-BX Technology   Ltd.
Comapany 9,
November  NameU-BX
             2022      Technology Ltd.
November
Page 3    9, 2022 Page 3
FirstName LastName
       You may contact Morgan Youngwood, Senior Staff Accountant, at (202)
551-3479 or
Stephen Krikorian, Accounting Branch Chief, at (202) 551-3488 if you have
questions regarding
comments on the financial statements and related matters. Please contact
Patrick Faller, Staff
Attorney, at (202) 551-4438 or Matthew Crispino, Staff Attorney, at (202)
551-3456 with any
other questions.



                                                          Sincerely,

                                                          Division of
Corporation Finance
                                                          Office of Technology
cc:      William S. Rosenstadt
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