July 29, 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. 3 to Registration Statement on Form F-1
           Filed July 24, 2024
           CIK No. 0001954594
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.

Amendment No. 3 to Registration Statement on Form F-1, Filed July 24, 2024
Cover Page

1.     You disclose on the prospectus cover page and elsewhere in the
prospectus that on "the
       Reset Date, the number of shares issuable upon exercise of the Series B
warrants shall be
       increased (but not decreased) to 13,227,513 shares." However, we also
note the Series B
       Warrants are exercisable only on or after the Reset Date. In view of
this, please clarify
       how you would be able to increase the number of shares underlying the
Series B Warrants
       when the warrants cannot be exercised before the Reset Date, which in
turn implies that
       there could not be a lower number of shares that would then be
increased.
 July 29, 2024
Page 2
Prospectus Summary, page 1

2.     Please highlight in the    Offering    section of the prospectus
summary, beginning on page
       21, the dilutive effect of this transaction on both your existing
security holders and
       holders who purchase securities in this transaction. In this regard, we
note your existing
       dilution risk factor disclosure on page 53.
General

3.     Please tell us the purpose of the Reset Date mechanism and why the
parties have included
       it as a term of the warrants. In addition, please tell us why the
parties selected as the Reset
       Date the 16th trading day following issuance of the warrants.
4.     The exercise price of the Pre-Funded Warrants is disclosed as $0.0001
per share of Class
       A Ordinary Shares and the exercise price of the Series B Warrants is
disclosed as $0.0001
       per share of Class A Ordinary Shares. However, you disclose that the
Series A Warrants
       on the Reset Date will have their exercise price changed from "$3.78 per
Class A
       Ordinary Share" to "$0.756 and the number of shares issuable immediately
prior to the
       reset shall be adjusted to 16,534,392." In addition, on page 53 you
disclose that the
       exercise price of the Series A Warrants on the Reset Date would be
$0.151 per initially-
       issued warrant. To ensure clarity for investors, please adjust your
disclosure to state the
       exercise price of the Series A Warrants on a per share of Class A
Ordinary Shares basis.
5.     For each of the securities included in the registered transaction (i.e.,
the Units, the Class A
       Ordinary Shares, the Pre-Funded Warrants and the Class A Ordinary Shares
underlying
       them, the Series A Warrants and the Class A Ordinary Shares underlying
them, and the
       Series B Warrants and the Class A Ordinary Shares underlying them),
please tell us
       whether the price of the security and the aggregate number of securities
included in the
       transaction will be fixed as of the effective date of the registration
statement. In addition,
       for each such security, please tell us whether the price or the number
of securities, or both,
       can change after the effective date of the registration statement. For
each such security,
       please tell us how the change would occur (i.e., explain the change
mechanism). In this
       regard we note, by way of example only, the Reset Date mechanism in the
form of Series
       B Warrant and the exercise price adjustment mechanism in Section 2 of
the form of Series
       A Warrant. In doing so, please provide an example or examples to
illustrate the change. In
       addition, please tell us how such change would be permissible under the
federal securities
       laws. In this regard, we note you are registering the transaction on
Form F-1 and thus, for
       example, cannot rely on Rule 415 to do an at-the-market offering.

       Please contact Nicholas Nalbantian at 202-551-7470 or Dietrich King at
202-551-8071
with any questions.



                                                              Sincerely,

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