August 8, 2024

Zhen Fan
Chief Executive Officer
Haoxi Health Technology Ltd
Room 801, Tower C, Floor 8
Building 103
Huizhongli, Chaoyang District
Beijing, China

       Re: Haoxi Health Technology Ltd
           Amendment No. 4 to Registration Statement on Form F-1
           Filed July 31, 2024
           File No. 333-280174
Dear Zhen Fan:

     We have reviewed your amended registration statement and have the
following
comment(s).

       Please respond to this letter by amending your registration statement
and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments. Unless we
note otherwise,
any references to prior comments are to comments in our July 29, 2024 letter.

Amendment No. 4 to Registration Statement on Form F-1, Filed July 31, 2024
Cover Page

1.     We note your response to prior comment 1 and reissue. We acknowledge the
amended
       disclosure removing "but not decrease" throughout the registration
statement. However, it
       still appears that between close and the "Series B Exercise Date" there
is no means for
       holders of the Series B warrants to exercise. As a result, please
clarify why the total
       number of shares exercisable by the Series B warrants is an "increase"
when there is no
       amount of shares other than the "increased" amount that could be
exercised by Series B
       warrant holders. In addition, please tell us the purpose of the exercise
price of $0.0001 set
       forth in Section 1(b) of the Form of Series B Warrant and please tell us
the circumstances
       under which warrants could be validly exercised at that exercise price.
 August 8, 2024
Page 2

Prospectus Summary, page 1

2.     We note your response to prior comment 2 and reissue in part. We
acknowledge the
       inclusion of the new dilution risk factor and the updates made to the
risk factor on page
       53. However, we note that you still disclose that this offering "could"
or "may" result in
       substantial dilution, while the previous version of the risk factor on
page 53 had no such
       condition. Please revise your disclosure to warn investors, if true,
that dilution is likely or
       explain to us why such disclosure is not necessary.
General

3.     We note your response to prior comment 3 and we reissue in part. We
acknowledge the
       updated disclosure made to the registration statement; however, please
tell us the purpose
       of the "Series B Exercise Date" mechanism, as its mechanics do not
appear to have
       materially changed since the previous amendment. Namely, please explain
why you have
       decided to employ a mechanism that relies on employing a "New Share
Amount" formula
       for volume combined with using the 20% of Nasdaq Minimum Price to
determine
       "Adjusted Price."
4.     We note your response to prior comment 5 and reissue. We acknowledge
your
       explanations with regards to the Series A warrants and the Series B
warrants; however,
       please provide us with your analysis to tell us how these securities are
compliant with
       Rule 415 governing an at-the-market offering. In your analysis, please
explain how
       the price of the Series A warrants and the aggregate number of
securities included will be
       fixed as of the effective date of the registration statement when the
Exhibit 4.3 definition
       of the "Adjusted Price" - triggered on the "Series B Exercise Date" -
appears to lower the
       price to (i) the Nasdaq price on the closing date, or (ii) the average
closing price for the
       five days immediately preceding the signing of the Underwriting
Agreement. Assuming
       the offering will not close until after the effective date, it would
appear that these closing
       date price-points cannot be known on the date of effectiveness. In
addition, please provide
       us your analysis to explain how the Series B warrant aggregate number of
securities and
       price will be fixed as of the effective date, when the provided formula
to determine
       volume relies on knowing the performance of the pre-funded warrants on
the date of
       closing, both in terms of the number of warrants exercised in full and
the aggregate
       purchase price paid by investors at closing. As a result, it would
appear that the volume,
       and thus price per share, would not be known at effectiveness.
       Please contact Nicholas Nalbantian at 202-551-7470 or Dietrich King at
202-551-8071
with any other questions.



                                                              Sincerely,

                                                              Division of
Corporation Finance
                                                              Office of Trade &
Services
cc:   Joan Wu