United States securities and exchange commission logo

                             May 4, 2020

       Leslie Yu
       Chief Executive Officer
       QUHUO Ltd
       3rd Floor, Block D, Tonghui Building
       No. 1132 Huihe South Street, Chaoyang District
       Beijing, People's Republic of China

                                                        Re: QUHUO Ltd
                                                            Amendment No. 4 to
Draft Registration Statement on Form F-1
                                                            Submitted April 17,
                                                            CIK No. 0001781193

       Dear Mr. Yu:

             We have reviewed your amended 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

             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

       Amendment No. 4 to Draft Registration Statement on Form F-1

       Capitalization, page 59

   1.                                                   Please revise to
disclose the amount of one-time share-based compensation expense
                                                        included in the
calculation of pro forma capitalization and pro forma as adjusted
                                                        capitalization, along
with a brief description of this stock compensation.
       Management's Discussion and Analysis of Financial Condition and Results
of Operations
       COVID-19 Outbreak, page 75

   2.                                                   We note your disclosure
that "[y]our on-demand food delivery solutions experienced a
                                                        decrease in the number
of delivery orders in the first quarter of 2020 by approximately
 Leslie Yu
FirstName LastNameLeslie Yu
Comapany NameQUHUO Ltd
May 4, 2020
Page 2
May 4, 2020 Page 2
FirstName LastName
         40% compared to the previous quarter, albeit an increase by
approximately 20% compared
         to the first quarter of the previous year." To contextualize the
significance of these
         percentages for investors, please consider quantifying delivery orders
for the previous
         quarters referenced in your disclosure. In this regard, we note that
you have only provided
         delivery orders on an annual basis. As a related matter, please
further 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 in your
business. In this regard,
         we note your disclosure in Note 25 to your financial statements that
"[t]he Company's
         first quarter results of operations have been negatively impacted."
Please refer to CF
         Disclosure Guidance: Topic No. 9.
Consolidated Financial Statements
Consolidated Balance Sheets, page F-3

3.       We note the column titled "Pro forma shareholders' equity (unaudited)"
and the
         description of the related pro forma adjustments in Note 2 to your
financial statements.
         Please tell us how you determined it was appropriate to adjust
additional paid-in capital
         for one-time stock compensation expense within this column presented
on the face of your
         financial statements. While such an adjustment appears appropriate in
pro forma balance
         sheet data presented in accordance with Article 11 of Regulation S-X
outside of your
         historical financial statements, such as your capitalization table on
page 60, please tell us
         your basis in GAAP or the SEC guidance you are relying upon when
presenting this pro
         forma adjustment within your historical financial statements.
Note 10. Intangible Assets, page F-34

4.       We note from your consolidated statements of cash flows and statements
         comprehensive loss that during Fiscal 2019 you sold intangible assets
for proceeds of
         RMB 21,167 and recognized a loss of RMB 3,840. As the amount of the
loss on this
         transaction appears material, please provide a footnote explaining the
transaction. Also, in
         your response provide us with a roll-forward of the balance of
intangible assets
         from December 31, 2018 to December 31, 2019.
Note 16. Share-Based Compensation, page F-38

5.       You disclose at the top of page F-39 that on August 23, 2019 you
granted 2,965,621
         options under the 2019 Plan to non-employees. However in the table on
page F-41 you
         disclose the grant of 2,382,344 options to non-employees during 2019
under this Plan. In
         addition, the number of options outstanding at December 31, 2019
computed from
         the sum of the outstanding employee and non-employee options shown in
this note does
         not agree with the 8,549,280 options outstanding disclosed on pages
25, 144 and Part II,
         page II-2. Please revise your disclosures for consistency or tell us
why you believe no
         revision is necessary.
 Leslie Yu
May 4, 2020
Page 3
6.       You disclose that you had approximately RMB 97,965 of unrecognized
         compensation expense related to stock options at December 31, 2019.
Please tell us how
         the amount of the one-time share-based compensation expense for shares
expected to vest
         upon completion of your IPO was determined.
        You may contact Sondra Snyder, at 202-551-3332, or Jennifer Thompson,
at 202-551-
3737, if you have questions regarding comments on the financial statements and
matters. Please contact Jennifer Lopez, at 202-551-3792, or Lilyanna Peyser, at
with any other questions.

FirstName LastNameLeslie Yu                                 Sincerely,
Comapany NameQUHUO Ltd
                                                            Division of
Corporation Finance
May 4, 2020 Page 3                                          Office of Trade &
FirstName LastName