BTBTBit Digital

We note your determination of CoinMarketCap as your principal market for valuing your digital assets. As CoinMarketCap is not a market where digital assets can be traded but instead is a website where exchange/trading platform market information is aggregated, its aggregated information cannot be the principal market, or most advantageous market in the absence of a principal market, under ASC 820-10-35-5.

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As you trade with the Amber Group's OTC desk, please tell us your consideration as to whether the OTC market is your principal market as contemplated in ASC 820-1035-5A. In your response, tell us how pricing is determined in the OTC market and the extent to which information from CoinMarketCap or any other price aggregator or index is utilized. Otherwise, tell us, for each material digital asset you hold, which individual market is your principal or most advantageous market, how you identified them, and whether use of these markets to value your digital assets would result in a material difference from the financial statements presented in your filing.

The Company acknowledges the Staff’s comment and understands that ASC 820-10-35-5 and 35-5A require that the fair value measurement ordinarily assumes transactions of the asset in its principal market and that absent evidence to the contrary, the market on which an entity normally transacts for the relevant asset is presumed to be the principal market.

The Company primarily transacts in digital assets through Amber Group’s OTC desk (“Amber”).

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However, Amber does not publish trade-level data such as pricing, volume, or trading activity, and its pricing reflects bilateral negotiations rather than observable market transactions. ASC 820 requires the principal market to be the one with the greatest volume and level of activity, which Amber is unable to substantiate with publicly available evidence. In evaluating available markets, the Company has determined that Coinbase is its principal market as it provides the most reliable and greatest volume and level of activity for bitcoin and ETH for which the Company can access at each of the impacted measurement dates.

The Company further notes that volume and activity data for bitcoin and ETH is reasonably available from Coinbase and meet the definition of Level 1 inputs under ASC 820-10-35-36B, which states:

“…in all cases, if there is a quoted price in an active market (that is a Level 1 input) for the asset or a liability, a reporting entity should use that quoted price without adjustment when measuring fair value, except as specified in paragraph 820-10-35-41-C.”

The Company acknowledges that CoinMarketCap does not qualify as a principal market under ASC 820-10-35-5, as it is an aggregator of pricing data across various platforms and does not constitute an exchange or market in which market participants transact.

Having determined Coinbase as its principal market, the Company evaluated the impact of using historical pricing data from CoinMarketCap versus Coinbase to value its digital assets as of December 31, 2024 and 2023, noting differences of $116,675 and $21,912, respectively, which were concluded to be immaterial to the

Company’s financial statements for those years.

The Company will revise its disclosures in future filings to reflect the use of Coinbase as its principal market for the valuation of bitcoin and ETH. Additionally, management confirms that as of April 1, 2025, the Company has implemented the use of Coinbase pricing in its determination of the valuation of its bitcoin and ETH.

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Please tell us, and revise your disclosure in future filings to specifically address the following concerning your revenue recognition policy under ASC 606 for mining bitcoin: • Given that your mining pool contract can be terminated at any time by either party without penalty, tell us whether you believe the contract is continuously renewed, instead of renewed daily as you disclose.

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Refer to examples 1 and 2 of question 7 and question 8 of the FASB Revenue Recognition Implementation Guide Q&As. If so, tell us, and represent that you will revise your disclosure in future filings to discuss: o Your consideration as to whether the duration of your contracts is less than 24 hours; o Whether the rate of payment remains the same upon renewal; and o Whether your customer’s option to renew represents a material right that represents a separate performance obligation as contemplated in ASC 60610-55-42. • Your policy disclosure that you measure bitcoin mined on the date received and that it is not materially different than valuing at contract inception is inconsistent with the guidance you highlight in ASC 606-10-32-21. As a result, please address the following: o Tell us, and represent to us that you will disclose in future filings, the time period over which the mining pool operator calculates the bitcoin consideration due you. This period often is daily from 00:00:00 UTC to 23:59:59 UTC. o Represent to us, if true, that the difference between the fair value used to record revenue on the date of receipt as compared to a time consistently applied on the day before receipt (i.e., the date of contract inception consistent with the requirement in ASC 606-10-32-21) is immaterial in all periods presented in your filing. o Revise your practice going forward to value your bitcoin mined at the fair value at a consistent time on the date of contract inception. o Represent to us that in future filings you will: disclose the specific consistent time chosen to value bitcoin mined on the date of contract inception; remove reference to recording bitcoin mined at the time of receipt and that it is not materially different than at contract inception; and disclose that you recognize revenue on the same day that control of the contracted service transfers to the mining pool operators, which is the same day as contract inception.

The Company acknowledges the Staff’s comment and provides the following responses to each item below. The Company has revised its revenue recognition policy under ASC 606 for the bitcoin mining business accordingly. The updated disclosure, included as an exhibit to this letter, will be reflected in the Form

10-Q for the quarter ending June 30, 2025, and in future filings in substantially the same form.

● Given that your mining pool contract can be terminated at any time by either party without penalty, tell us whether you believe the contract is continuously renewed, instead of renewed

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daily as you disclose. Refer to examples 1 and 2 of question 7 and question 8 of the FASB Revenue Recognition Implementation Guide Q&As.

If so, tell us, and represent that you will revise your disclosure in future filings to discuss:

o Your consideration as to whether the duration of your contracts is less than 24 hours;

o Whether the rate of payment remains the same upon renewal; and o Whether your customer’s option to renew represents a material right that represents a separate performance obligation as contemplated in ASC 60610-55-42.

Response:

The Company acknowledges and agrees with the Staff’s comment that the duration of the contracts is less than 24 hours. Contract inception and our enforceable right to consideration begins when we commence providing hash calculation services to the mining pool operators. Each party to the contract has the unilateral right to terminate the contract at any time without any compensation to the other party. Accordingly, the duration of a contract is less than

24 hours (a day) and may be continuously renewed throughout the day.

There are no upfront or incremental fees in the initial contract, and the rate of payments remains the same upon each implied renewal, as the Full-Pay-Per-Share (FPPS) formula remains the same. Therefore, the Company’s option to renew does not represent a material right that represents a separate performance obligation under 606-10-55-42.

● Your policy disclosure that you measure bitcoin mined on the date received and that it is not materially different than valuing at contract inception is inconsistent with the guidance you highlight in ASC 606-10-32-21. As a result, please address the following:

o Tell us, and represent to us that you will disclose in future filings, the time period over which the mining pool operator calculates the bitcoin consideration due you. This period often is daily from 00:00:00 UTC to 23:59:59 UTC.

Response:

comment that the mining pool operator calculates the bitcoin consideration due to the Company over a 24-hour period beginning 00:00:00

UTC and ending 23:59:59 UTC on a daily basis.

o Represent to us, if true, that the difference between the fair value used to record revenue on the date of receipt as compared to a time consistently applied on the day before receipt

(i.e., the date of contract inception consistent with the requirement in ASC 606-10-32-21) is immaterial in all periods presented in your filing.

Response:

The Company has evaluated the difference between the fair value used to record revenue on the date of receipt as compared to a time consistently applied on the day before receipt (i.e., the date of contract inception consistent with the requirement in ASC 606-10-32-21), using Coinbase pricing, and has concluded the difference is immaterial. The total differences for the years ended December 31, 2022, 2023 and 2024 were approximately $(138,070), $216,571 and

294,160, respectively.

o Revise your practice going forward to value your bitcoin mined at the fair value at a consistent time on the date of contract inception.

o Represent to us that in future filings you will:

■ disclose the specific consistent time chosen to value bitcoin mined on the date of contract inception;

Response:

comment and will revise its practice going forward to value its bitcoin mined at the fair value at 00:00:00 UTC on the date of contract inception and make such disclosure accordingly.

■ remove reference to recording bitcoin mined at the time of receipt and that it is not materially different than at contract inception;

and

Response:

comment. The Company will remove the reference to recording bitcoin mined at the time of receipt and the statement that it is not materially different than at contract inception.

■ disclose that you recognize revenue on the same day that control of the contracted service transfers to the mining pool operators, which is the same day as contract inception.

Response:

comment. Please see the attached exhibit to this letter, which includes the Company’s revised revenue recognition policy under ASC

606 for its bitcoin mining business. This revised disclosure will be included in future filings to reflect the requested changes.

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Please tell us, and represent to us that you will revise future filings to disclosure the following regarding your segments: • the titles of the "several members of [y]our executive management team" who comprise your CODM as required by ASC280-10-50-21c; • a measure of profit or loss for each reportable segment and all of the individual line items included in ASC 280-10-22 (a) - (j); and • your entity-wide

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information concerning long-lived assets by geographic area. Refer to ASC 280-10-50-41.

The Company acknowledges and agrees with the Staff’s comment.

The Company has reflected the requested changes in the Segment Report footnote in its Form 10-Q for the quarter ended March 31, 2025. Read in the reply ↗

We note your disclosure that Compute North receives a range of 15%–25% of the bitcoin mined after payment of the monthly service and power costs. Please tell us how you determine the transaction price when recognizing revenue, specifically identifying any consideration payable to a customer and how it was considered.

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Specifically tell us how monthly service and power costs and the portion of digital assets that Compute North receives are considered in determining the transaction price and/or are considered in determining costs of revenue. Please tell us the accounting guidance you considered in making your determination.

Pursuant to agreements with Compute North, Compute North provides digital asset mining facilities and IT consulting, maintenance and repair work on site for us. In accordance with ASC 606-10-15-3, Compute North is not a customer to the Company.

The

Company acts as a digital asset mining company and provides computing power to the digital asset mining pool.

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In return, the Company receives consideration in the form of digital assets, the value of which is determined using the market price of the related digital asset at the time of receipt.

Currently, the Company participates only in the Foundry USA Pool (“Foundry”) mining pool. Foundry provides the Company with a digital asset mining pool and ancillary services and products. The mining of digital assets in exchange for consideration involves the delivery of computing power which is an output of the Company’s ordinary business activities. The Company has concluded that the mining pool operator, rather than Compute North (or any other host) would be considered a “customer” per the definition of “customer” in ASC Master Glossary - a party that has contracted with an entity to obtain goods or services that are an output of the entity’s ordinary activities in exchange for consideration.

Division of Corporation Finance

U.S. Securities and Exchange Commission

November 28, 2022

Page

Company recognizes revenue under ASC 606, Revenue from Contracts with Customers. The transaction price is the amount of consideration to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer. The consideration promised in a contract with a customer may include fixed amounts, variable amounts, or both. When determining the transaction price, an entity must consider the effects of all of the following:

● Variable consideration

● Constraining estimates of variable consideration

● The existence of a significant financing component in the contract

● Noncash

● Consideration payable to a customer

In accordance with ASC 606-10-32-6, … The promised consideration also can vary if an entity’s entitlement to the consideration is contingent on the occurrence or nonoccurrence of a future event. In exchange for providing computing power, the Company is entitled to a fractional share of the fixed digital asset rewards the mining pool operator receives, for successfully adding a block to the blockchain.

The Company’s fractional share of the pool’s aggregate rewards may vary. Thus, the Company has determined that the non-cash consideration received is variable.

When the Company considers whether any consideration is payable to our customer, Foundry, the Company considered ASC 606-10-32-25. Foundry has not charged the Company a fee for its services due to the fact of the Company being an early strategic customer of Foundry and in view of competition. While Foundry has orally advised the Company that it has no present intention to charge fees to the Pool participants, it may do so in the future.

As stated above, the consideration received by the Company is variable. Likewise, the number of digital assets mined by the miners hosted by Compute North is variable. The monthly service, power costs and profit sharing charge are not used in determining the variable consideration.

Company’s cost of revenue to operate and maintain the Company’s miners consists primarily of direct production costs related to our mining operations. The monthly management service, power costs and profit share charged by Compute North are included in the Company’s cost of revenue.

Read in the reply ↗

Please tell us and revise future filings to disclose how often digital asset rewards are transferred to you from mining pools (e.g., - weekly, monthly, as each reward is awarded, etc.).

digital asset rewards are deposited to our custodian wallet addresses by Foundry on a daily basis.

Digihost, Read in the reply ↗

We note that that you entered into a co-mining agreement with Digihost technologies in which they are entitled to 20% of the profit generated by the miners, paid weekly. Please tell us and revise future filings to clarify how “profit generated by miners” is determined.

to the Colocation Services Agreements signed with Digihost, profit is defined per calendar month as (a) the fair value of digital assets mined by the miners hosted by Digihost less (b) the amount of digital assets that have a value that is equal to all costs related to the operation of the Company’s miners, including power cost, maintenance cost, and service cost. Read in the reply ↗

Please tell us how you determine the transaction price when recognizing revenue, specifically identifying any consideration payable to a customer and how it was considered. Specifically tell us how the portion of digital assets that Digihost is entitled to and any costs paid to Digihost are considered in determining the transaction price and/or are considered in determining costs of revenue.

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Please tell us the accounting guidance you considered in making your determination.

Please refer to our response to comment #1 as to when we determine the transaction price when recognizing revenue, specifically identifying any consideration payable to a customer and how it was considered.

stated previously, the consideration received by the Company is variable. Likewise, the number of digital assets mined by the miners hosted by Digihost is variable.

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The monthly power costs, maintenance and service costs, and profit share are not used in determining the variable consideration.

Company’s cost of revenue consists primarily of direct production costs related to our mining operations. The monthly power costs, maintenance and service costs, and profit share charged by Digihost are included in the Company’s cost of revenue.

Blockfusion,

Read in the reply ↗

We note that Blockfusion is entitled to variable performance fees. Please tell us and revise future filings to disclose how the performance fees are determined.

to the Mining Services Agreement signed with Blockfusion, the performance fee, in respect of the services provided by Blockfusion relating to the first 20.0 megawatt hours (“MWHrs”) of load power, is equal to thirty percent (30%) of the Net Digital Assets, mined for any period, adjusted downward for any Uptime Adjustments, Cost adjustments, or any other deductions provided in the mining service

Agreement.

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In respect of the services provided by Blockfusion relating to the subsequent 15.0 MWHrs of load power, is equal to twenty percent (20%) of the Net Digital Assets, adjusted downward for any Uptime Adjustments, Cost adjustments, or any other deductions provided in the mining service Agreement. The “Net Digital Assets” for a Payout Period means the digital assets generated by the miners hosted by Blockfusion minus the amount of digital assets that have a value that is equal to the estimated daily costs in such Payout

Period incurred to operate and maintain the Company’s miners, including power cost and management cost.

Read in the reply ↗

Please tell us how you determine the transaction price when recognizing revenue, specifically, identifying any consideration payable to a customer and how it was considered. Specifically tell us how the variable performance fees that Blockfusion is entitled to and any costs paid to Blockfusion are considered in determining the transaction price and/or are considered in determining costs of revenue.

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Please tell us the accounting guidance you considered in making your determination.

Please tell us how you determine the transaction price when recognizing revenue, specifically, identifying the variable performance fees that Blockfusion is entitled to and any costs paid to Blockfusion refer to our response to comment #1 as to when we determine the transaction price when recognizing revenue, specifically identifying stated previously, the consideration received by the Company is variable. Likewise, the number of digital assets mined by the miners hosted by Blockfusion are variable.

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The monthly power costs, management costs, and performance fee are not used in determining the variable consideration.

Company’s cost of revenue consists primarily of direct production costs related to our mining operations. The monthly power costs, management costs, and performance fee charged by Blockfusion are included in the Company’s cost of revenue.

Item

5. Operating and Financial Review and Prospects, page 68

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Please tell us and revise future filings to include a discussion of the changes in financial condition for each of the periods presented. Refer to Item 5 of Form 20-F. Revenues, page 73

to the Staff’s comments, the Company will disclose the discussion and analysis of changes in financial condition for each of the periods presented in future filings substantially in the same form as follows:

Discussion of Certain Balance Sheet Items following table sets forth selected information from our consolidated balance sheets as of December 31, 2021 and 2020.

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This information should be read together with our consolidated financial statements and related notes included elsewhere in this report.

December 31,

Variance in

2021

2020

Amount

ASSETS

Current Assets

Cash and cash equivalents

$ 42,398,528

$ 405,133

$ 41,993,395

Digital assets

51,112,146

6,293,922

44,818,224

Other current assets

3,050,616

2,020,374

1,030,242

Total Current Assets

96,561,290

8,719,429

87,841,861

Investment security

1,000,000

-

Deposits for property and equipment

43,094,881

1,324,963

41,769,918

Property and equipment, net

32,489,158

29,849,157

2,640,001

Deferred tax assets

58,081

Other noncurrent assets

6,714,571

Total Assets

$ 179,917,981

$ 39,893,549

$ 140,024,432

LIABILITIES AND SHAREHOLDERS’ EQUITY

Current Liabilities

Accounts payable

$ 2,608,899

$ 1,365,716

$ 1,243,183

Due to related parties

336,722

(336,722 )

Income tax payable

559,774

Other payables and accrued liabilities

1,875,933

191,536

1,684,397

Total Current Liabilities

5,044,606

1,893,974

3,150,632

Deferred tax liabilities

462,372

Long-term income tax payable

2,767,276

Total Liabilities

$ 8,274,254

$ 1,893,974

$ 6,380,280

Cash and cash equivalents and cash equivalents primarily consist of cash on hand and demand deposits in accounts maintained with commercial banks, which are highly liquid and are unrestricted as to withdrawal or use. The total balance of cash and cash equivalents were $42.4 million and $0.4 million as of December 31, 2021 and 2020, respectively. The increase was due to net effect of $23.3 million used in our operating activities,

$40.9 million used in investing activities and $106.2 million provided by financing activities.

Digital assets assets primarily consist of bitcoin, ETH and USDC. As compared with the balance as of December 31, 2020, the balance of digital assets as of December 31, 2021 increased by $44.8 million, which was a combined effect of 1) increased number of bitcoins mined from mining activities and 2) overall increased market price of bitcoin during the year ended December 31, 2021.

Deposits for property and equipment for property and equipment represented advance payments for miner purchase. The balance was derecognized once the control of the miners was transferred to us.

of December 31, 2021, the balance of deposits for property and equipment increased by $41.8 million, which was mainly due to prepayments of $39.0 million advanced to Bitmain Technology Limited for the purchase of miners.

Property and equipment, net and equipment was primarily comprised of bitcoin miners and ETH miners, both with 3-year useful life. As of December 31, 2021, the balance of property and equipment was increased by $2.6 million. The increase was due to purchases of bitcoin miners of $16.4 million, and ETH miners of $5.8 million, partially offset by sales of 15,808 miners with net book value of $8.8 million and disposal of 1,779 miners with net book value of $4.4 million.

Other noncurrent assets other noncurrent assets primarily consisted of refundable deposits made to service providers who paid utility charges in mining facilities on behalf of the Company. These deposits are expected to be refunded over 12 months from the effective date of the agreement.

of December 31, 2021, the other noncurrent assets represented deposits made to three service providers.

Accounts payable payable represented the amount due to service providers for maintenance services for our miners. As of December 31, 2021, the balance of accounts payable increased by $1.2 million which was attributable to increase of our mining activities.

Long-term income tax payable

By virtue of the territorial source system adopted in Hong Kong, Bit Digital Hong Kong Limited is in the process of applying for the Offshore

Non-taxable Claim on its bitcoin mining income earned in FY2021 and FY2020 under Hong Kong profits tax with the Hong Kong Inland Revenue

Department (“HKIRD”) on the ground that the said income is not arising in or derived from Hong Kong. Given the Offshore Non-taxable

Claim is still subject to review and agreement by the HKIRD and there are uncertainties surrounding the claim, the Hong Kong subsidiary recorded an unrecognized tax benefit of $2.7 million as long-term income tax payable as of December 31, 2021 for its FY2021 and FY2020 taxable profits and the related share-based compensation tax deductions.

Revenues,

Read in the reply ↗

We note your disclosure that you received bitcoins from three mining pool operators in 2021 and two mining pool operators in 2020. Please tell us and revise future filings to disclose the percentage of revenue received from each pool operator.

Company respectfully advises the Staff that the Company recognized revenue at an aggregate level from all mining pool operators, and disclosing revenue recognized from each pool operator for prior years would be very difficult to ensure its accuracy. This is because one of the mining pool operators has closed down, and another is no longer engaged by the Company. As we have disclosed, the Company currently only participates in the Foundry USA Pool mining pool.

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In future filings, we will state that all bitcoins were received from the Foundry pool and/or any others we may then use.

Nonetheless, as requested, the Company was able to disaggregate to its best efforts the total bitcoins mined by the mining pool operators in 2021 and 2020 for your reference.

2021, we received 589.4, 1,267.1 and 208.8 bitcoins from Foundry, Huobi Pool and Antpool, accounting, respectively, for 28.5%, 61.3% and 10.2% of the total bitcoins mined in 2021.

2020, we received 77.1, 1,408.2 and 24.9 bitcoins from Poolin, Huobi Pool and Antpool, accounting, respectively, for 5.1%, 93.2% and

1.7% of the total bitcoins mined in 2020.

Read in the reply ↗

We note your disclosure regarding the various items that comprise cost of revenue. Please tell us and revise future filings to quantify the main components of cost of revenue and discuss any trends. Refer to Items 5.A and 5.D of Form 20-F.

main components of cost of revenue were already disclosed under Item 5. Operating And Financial Review And Prospects:

“Cost of revenues of $30,739,776 for the year ended December 31, 2021 was primarily comprised of direct production cost of the mining operations, including utilities and other service charges, but excluding depreciation and amortization expenses which are separately presented.

For the year ended December 31, 2020, we incurred cost of revenues of $14,104,628 from utilities and other service charges, excluding depreciation and amortization expenses which are separately

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presented.” the future filings, the Company will include a discussion of trends substantially in the same form as follows:

of revenue in 2021 increased by $16,635,148 or 117% compared to 2020.

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We note your disclosures regarding impairment of digital assets on page 74. Please tell us and revise future filings to disclose the amount of impairment recognized by cryptocurrency (Bitcoin, Ether, etc.).

of digital assets totaling $9,045,007 for the year ended December 31, 2021 was comprised of $8,985,662 impairment of bitcoin and $59,345 impairment of Ether, which were recorded to reflect our digital assets at the lower of carrying value or fair value as of December 31,

2021. Read in the reply ↗

We note certain of your non-GAAP measures back out impairment of digital assets. Please explain why you believe that adjusting for impairment of digital assets provides useful information to investors given that you use your digital assets to, in part, fund your operations and also considering the recurring nature of this charge. Refer to Item 10(e)(1)(i)(C) of Regulation S-K.

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Please also tell us how you considered whether these measures substitute an individually tailored recognition and measurement method for those of GAAP which results in a misleading non-GAAP measure that violates Rule 100(b) of Regulation G. Please refer to Question 100.04 of the Compliance and Disclosure Interpretations on Non-GAAP Financial Measures for guidance.

Company will revise its disclosures of non-GAAP measures in future filings to remove the adjustment for impairment of digital assets, as requested by the Commission, and/or present different non-GAAP measures that do not include such adjustment.

15. Controls and Procedures, page 102 Read in the reply ↗

Noting the length of time your material weaknesses have existed, please tell us and revise future filings to discuss the status of and estimated time remaining to complete each remediation action disclosed.

2021, as part of the remediation initiative, the Company hired personnel with strong SOX experience. The Company implemented NetSuite

ERP system to improve segregation of duties, access controls and change management. In addition, the Company currently is in the process of selecting and engaging a third party consulting firm to further our remediation effort and for future compliance. Read in the reply ↗

Please tell us how you determined that it was appropriate to present Impairment of digital assets and Realized gain on exchange of digital assets as Other Income and (Expenses) and not as Income (loss) from Operations. Please tell us any authoritative or nonauthoritative guidance you considered.

No numbered answer found in the reply. Read the reply ↗

Please tell us how you considered whether proceeds from sales of digital assets should be presented as investing activities or operating activities. Please tell us any authoritative or non-authoritative accounting guidance you considered.

to the Staff’s comment, we will revise future filings to present Proceeds from sales of intangible assets as operating activities. Read in the reply ↗

Please tell us and revise future filings to disclose revenue, for each period presented, derived by country. Refer to ASC 280-10-50-41. 2. Summary of Significant Accounting Policies, page F-9

will revise future filings to disclose revenue derived by country in future filings substantially in the same form as follows:

2021, we earned revenue of $61,864,588 in Hong Kong, $33,573,426 in USA, and $640,556 in Canada. In 2020, we earned revenue of $20,789,728 in Hong Kong and $275,385 in USA. Read in the reply ↗

Please tell us and revise future filings to explain the nature of the balance sheet line item titled “Deposits for property and equipment,” to disclose your accounting policy and to present a roll forward of the balance.

to the Staff’s comment, we clarify that the balance of deposits for property and equipment represents advance payments for miner purchase. The Company initially recognizes deposits for property and equipment when cash is advanced to suppliers of our miners. Subsequently, the Company derecognizes and reclassifies deposit for property and equipment to property and equipment when control over these miners is transferred to and obtained by the Company.

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We will revise future filings to disclose a roll forward of the balance in future filings substantially in the same form as follows:

the years ended December 31, 2021, the roll forward of the balance is as below:

Opening balance as of January 1, 2021

$ 1,324,963

Addition of deposits for property and equipment

Reclassification to property and equipment

(1,199,913 )

Write-off of deposit

(125,050 )

Read in the reply ↗

Please tell us why you believe your digital assets meet the definition of current assets considering the guidance in the ASC Master Glossary.

Per the FASB ASC Master Glossary, Current assets is used to designate cash and other assets or resources commonly identified as those that are reasonably expected to be realized in cash or sold or consumed during the normal operating cycle of the business. As there are no limitations or restrictions on the Company’s ability to sell digital assets for fiat currencies by the Company during the normal operations of our business, digital assets are classified as current assets in the Company’s balance sheet. Read in the reply ↗

Please tell us and revise future filings to clarify the frequency and/or point(s) in time when you measure impairment of your digital assets. If you do not measure impairment based on the lowest price of a digital asset during the period, please tell us how you considered whether your policy is consistent with the guidance in ASC 350-30-35-19.

Prior to January 1, 2022, our digital assets were tested for impairment annually and more frequently if events or changes in circumstances indicate that it is more likely than not that the asset is impaired in accordance with ASC 350. The prices of digital assets on the reporting date were used to determine and measure the impairment.

However, we observed a significant fluctuation in the market price of digital assets, including bitcoin and ETH, from November 2021, and the Company decided to take a more cautious approach to impairment of digital assets for 2022.

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When a digital asset is reportedly bought and sold on a market at a price below its current carrying value during the reporting period, we consider it an impairment indicator. In other words, we measure impairment based on the lowest market price of a digital asset during the period. In accordance with ASC 350-30-35-19, as the carrying amount of an intangible asset exceeds its fair value, an impairment loss was recognized in an amount equal to that excess.

After an impairment loss is recognized, the adjusted carrying amount of the digital assets becomes its new accounting basis.

Read in the reply ↗

We note your disclosure on page F-10 that you account for your digital assets, including USDC, as indefinite-lived intangible assets. Please tell us the basis for your conclusion to account for stablecoins as indefinite-lived intangible assets in accordance with ASC 350. Additionally, please tell us your contractual rights related to redeeming the USDC and specifically if you can redeem USDC for US fiat.

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If you can redeem the USDC for US fiat, please tell us how you considered whether USDC is a financial asset, if it is a security and if it would be accounted for in accordance with ASC 320 or 310.

There is no limitation on when the Company can redeem USDC for USD fiat. The Circle website, which issues USDC, states:

“Known as a fully-reserved stablecoin, every digital dollar of USDC on the internet is 100% backed by cash and short-dated U.S. treasuries, so that it’s always redeemable 1:1 for U.S. dollars.

USDC reserves are held in the custody and management of leading U.S. financial institutions, including BlackRock and BNY Mellon.

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Each month,

Grant Thornton LLP, one of America’s largest audit, tax and advisory firms, provides third-party assurance as to the size of the USDC reserve.” addition, in accordance Section 2 Scope of USDC and Key Terms in USDC Terms published by Circle on https://www.circle.com/en/legal/usdc-terms, the Company can always redeem USDC for USD from Circle.

evaluating whether USDC is a financial asset, the Company considers the guidance in Question 23 of the AICPA’s Digital Assets Practice

Aid, which discusses classification of USDC. In particular, the response to Question 23 states that “Entity A’s stablecoin holding would not be a derivative but does meet the definition of a financial asset under GAAP because it can be redeemed for cash.” addition, the Company considered the definition of Financial Asset in the ASC Master Glossary, Cash, evidence of an ownership interest in an entity, or a contract that conveys to one entity a right to do either of the following: a) Receive cash or another financial instrument from a second entity, (b) Exchange other financial instruments on potentially favorable terms with the second entity. As the Company can redeem USDC for cash, the Company determined that USDC meets the definition of a financial asset.

Furthermore, the Company considered the definition of Security in the ASC Master Glossary and determined that USDC does not meet the definition of a security.

Read in the reply ↗

Please tell us and revise future filings to disclose the principal market used to measure the fair value of each material digital asset, if different. Please tell us how you determined the principal market for each material digital asset. Refer to ASC 820-10-35-5A.

digital assets held by the Company are traded on a number of active markets globally. The Company does not use any exchanges to buy or sell of digital assets. Instead, the Company uses Amber Group’s OTC desk for selling or exchanging bitcoins for U.S. dollars or vice versa. ASC 820 defines “principal market” as the market with the greatest volume and level of activity for the asset or liability.

Rest of the answer

The determination of the principal market (and, as a result, the market participants in the principal market) is made from the perspective of the reporting entity.

EY

Fair Value Measure guidance states, Existing guidance indicates that the principal market for an asset or liability should be determined based on the market with the greatest volume and level of activity that the reporting entity can access, and not the entity’s own level of activity in a particular market. That is, the determination as to which market(s) a particular company can access is entity-specific, but once the accessible markets are identified, market based volume and activity determines the principal market. CoinMarketCap was one of the earliest and the most trusted sources by users, institutions, and media for comparing thousands of crypto assets and is commonly cited by CNBC, Bloomberg, and other major news outlets. In addition, the U.S. government uses CoinMarketCap’s data for research and reports.

Further, CoinMarketCap calculates price for a digital asset by taking the volume weighted average of all market pair prices reported for the digital asset instead of price from one single exchange. Thus, the Company determined that CoinMarketCap is the principal market for the digital assets owned.

2022, we implemented a third-party crypto accounting software company to automate revenue recognition from our digital asset mining activities.

However, the CoinMarketCap pricing engine was not offered by the third-party firm. From the list of pricing sources available, the Company selected CryptoCompare, which provides hourly close price to recognize revenue from our digital asset mining activities. The Company believes the hourly close price can better reflect revenue recognized from our digital asset mining activities as compared to daily close price from CoinMarketCap.

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We note you state "…the Company is entitled to a fractional share of the fixed digital assets award the mining pool operator receives, for successfully adding a block to the blockchain”. We also note your disclosure on page 49 that “Fees are paid to the mining pool operator to cover the costs of maintaining the pool.

Rest of the question

While we do not pay pool fees directly, pool fees are deducted from amounts we may otherwise earn.” Please tell us and revise future filings to clarify where pool fees are presented in your income statement and tell us how you considered the guidance in ASC 606-10-32-25 and any other relevant guidance in making your determination.

indicated in the response to comment #1, Foundry has not charged the Company a fee for its services due to the fact of the Company being an early strategic customer of Foundry and in view of competition. We will disclose the fact that while “Foundry has orally advised the Company it has no present intention to charge fees to the Pool participants, it may do so in the future.”

The Company will remove the statement “Fees are paid to the mining pool operator to cover the costs of maintaining the pool.

While we do not pay pool fees directly, pool fees are deducted from amounts we may otherwise

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earn,” in our future filings.

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We note your disclosure on page 18 that you receive transaction fees paid in bitcoin by participants who initiated transactions with new blocks that you mine. Please tell us and revise future filings to disclose: • The amount of revenue recognized from mining rewards separately from the amount recognized from transaction fees, if applicable.

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• If you also pay transaction fees related to bitcoin transactions and disclose the amount recognized and where the costs are presented. • Your revenue recognition policies related to receiving transaction fees and your accounting policies related to paying transaction fees. 3. Digital Assets, page F-17

to the Staff’s comment, we will clarify that we pay transaction fees when we conduct bitcoin transactions for our own account, unrelated to our mining activities. Transaction fees the Company paid when conducting bitcoin transactions are recognized as gas fee expense and included in Other income (expense) in the Statement of Operations since the amount is immaterial.

● Your revenue recognition policies related to receiving transaction fees and your accounting policies related to paying transaction fees.

Revenue recognition policies related to receiving transaction fees is not applicable to

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the Company. Refer to our response to comment #22 for further explanations.

accounting polices related to paying transaction fees described to the comment above will be continued to be included under Other income

(expense) in the Statement of Operations in the future filings.

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Please tell us and revise your financial statement footnotes in future filings to disclose the information required by ASC 280-10-50-42 including the total revenue from each customer that provided 10% or more of your revenues for each period presented. 8. Share Capital, page F-22

#1, we have determined that the mining pool operator is our customer. Refer to our response to Comment #8 for bitcoins mined from each pool operator. Read in the reply ↗

Please tell us and revise future filings to disclose how and where (e.g. expense, equity, etc.) you present the $4.8 million cost related to liquidated damages recognized during 2021. Please tell us the accounting guidance you considered in making your determination. 9. Income Taxes, page F-25

Financing Transactions Guide provides the following guidance on registration payment arrangements:

“There is no recognition of a registration payment arrangement unless transfer of consideration under the arrangement is probable and the payment amount or a range of payment amounts can be reasonably estimated. In that case, the contingent liability under the registration payment arrangement should be included in the allocation of proceeds from the related financing transaction.

Rest of the answer

The remaining proceeds should then be allocated to the financial instruments issued based on the provisions of other US GAAP. For example, if a registration payment arrangement relates to debt issued with warrants, the registration payment proceeds should be recognized and measured under ASC 450, Contingencies, first, then the remaining proceeds should be allocated between the debt and warrants.” accordance with PwC’s guidance above, a portion of the proceeds was allocated to the contingent liquidated payment under the registration payment arrangements and the remaining proceeds were allocated to the private placement. The outstanding liquidated damages liability was included in the Other payables and accrued liabilities in our balance sheet as of December 31, 2021.

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Please tell us and revise future filings to disclose the information required by ASC 74010-50-15 and 15A. 12. Contingencies, page F-28

Company will disclose the information required by ASC 74010-50-15 and 15A in future filings substantially in the same form as follows:

A reconciliation of gross unrecognized tax benefits was as follows:

For the Years Ended December 31, Read in the reply ↗

In accordance with ASC 450-20-50, please tell us and revise future filings to disclose the following information for your legal contingencies in the aggregate or individually: • The amount or range of reasonably possible losses in addition to amounts accrued; or • That reasonably possible losses cannot be estimated; or • That any reasonably possible losses in addition to the amounts accrued are not material to your

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financial statements. Form 6-K filed August 30, 2022 6. Investment Security, page 30

to the Staff’s comment, additional information regarding the class action lawsuit is added to the disclosure. Current status will be reflected in the future filing.

On

January 20, 2021, a securities class action lawsuit was filed against the Company and its Chief Executive Officer and Chief Financial

Officer titled Anthony Pauwels v. Bit Digital, Inc., Min Hu and Erke Huang (Case No. 1:21-cv-00515) (U.S.D.C. S.D.N.Y.). A second class action lawsuit was filed, substantially identical on January 26, 2021, titled, Yang v. Bit Digital, Inc., Min Hu and Erke Huang

(Case No. 1:21-cv00721).

Rest of the answer

Several other related cases have since been filed seeking lead plaintiff status. The class action is on behalf of persons that purchased or acquired our ordinary shares between December 21, 2020 and January 8, 2021, a period of volatility in our stock, as well as volatility in the price of bitcoin. We believe the complaints are based solely upon a research article issued on January 11, 2021, which included false claims and to which the Company responded in a press release filed on Form 6-K on January 19,

2021. On April 21, 2021, the Court consolidated several related cases under the caption In re Bit Digital Securities Litigation. Joseph

Franklin Monkam Nitcheu was appointed as lead plaintiff. We have filed a motion to dismiss the lawsuits and will continue to vigorously defend the action. As of the date of this report, we cannot reasonably estimate the likelihood of an unfavorable outcome or the magnitude of such an outcome, if any.

Read in the reply ↗

Noting your disclosure on page F-10 of your Form 20-F that you elected to record equity investments in privately held companies using the measurement alternative at cost, less impairment, with subsequent adjustments for observable price changes resulting from orderly transactions for identical or similar investments of the same issuer, please tell us why you did not recognize an upward adjustment on your investment

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considering your sale of two thirds of the investment for a large gain during 2022.

to the Staff’s comment, we did not recognize an upward adjustment on our investment security, representing the Company’s investment in one privately held company, because the sale of two-thirds of the investment in the first quarter of 2022 was not considered an orderly transaction. Under ASC 321-10-35-2, “An entity may elect to measure an equity security without a readily determinable fair value that does not qualify for the practical expedient to estimate fair value in accordance with paragraph 820-10-35-59 at its cost minus impairment, if any.

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If an entity identifies observable price changes in orderly transactions for the identical or a similar investment of the same issuer, it shall measure the equity security at fair value as of the date that the observable transaction occurred.” accordance with ASC 820-10-35-541, Circumstances that may indicate that a transaction is not orderly include the following:

a. There was not adequate exposure to the market for a period before the measurement date to allow for marketing activities that are usual and customary for transactions involving such assets or liabilities under current market conditions.

b. There was a usual and customary marketing period, but the seller marketed the asset or liability to a single market participant.

...

the sales of two-thirds of our investment, we were approached by only one market participant during a short period of time. We closed the transaction with the market participant shortly after the initial discussion and recognized a large gain. We do not believe the transaction is characteristic of an orderly transaction, so we did not record an upward adjustment on the investment in the subsequent period.

do not hesitate to contact the undersigned at (347) 328 3680 or erkeh@bit-digital.com.

DIGITAL, INC.

By:

Read in the reply ↗

We note you present the purchase of digital assets (USDC) as an investing activity. Please tell us how you considered the guidance in ASC 230 in determining to present this activity as an investing activity. 6. Property and Equipment, Net, page 31

to the Staff’s comment, we will revise future filings to present purchase of digital assets (USDC) as operating activities since the Company purchased and held

USDC for operational purposes.

6. Property and Equipment, Net, page 31 Read in the reply ↗

We note your disclosure that you can no longer use any of your ETH miners to mine ETH. Please tell how you determined the carrying amount of your ETH miners was recoverable at September 30, 2022 and no impairment was required. Specifically tell us how you considered the guidance in ASC 360.

As indicated in our response filed on October 26, 2022 to comment 8 in the SEC Staff’s Comment Letter dated September 22, 2022, we are unable to provide an estimate of revenue generation from these ETH miners. While we suspect the Merge has devalued these miners, due to the uncertainty of revenue generation from these miners, we cannot determine whether impairment has occurred.

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At the time of filing our third quarter of 2022 financial results on December 7, 2022, we had not decided how to use the ETH miners in the future.

In the fourth quarter of 2022, the

Company planned to use these ETH miners to mine ETH classic when it’s economical for us to turn on these miners. Pursuant to ASC

360, there are 2 steps needed to recognize impairment loss. Under Step 1 - recoverability test, the undiscounted expected future cash flows from an asset group are compared to the asset group’s carrying amount. If the carrying amount exceeds the undiscounted estimated future cash flows, the entity is required to perform Step 2 - measurement of an impairment loss, fair Value of the asset group is compared to the carrying amount of the asset group in order to derive an impairment loss. The Company performed the impairment testing in the fourth quarter of 2022 and recognized an impairment loss of $3,669,555.13 for the ETH miners in the consolidated financial statements for the year ended December 31, 2022.

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Please refer to comments 3 and 5. To the extent that profit-sharing, variable performance fees or any other similar costs paid to hosting facilities are significant individually or in total, please revise future filings to quantify the amounts and provide additional disclosure regarding how the costs are determined to allow an investor to more clearly understand underlying trends and variability in your cost of

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revenue.

to the Staff’s comment, the Company will quantify the main components of cost of revenue, including electricity costs, profit-sharing fees/variable performance fees and/or other relevant costs paid to our hosting facilities in future filings. See our response to comment #5 below for the detailed breakdown of cost of revenue in

2020, 2021 and 2022. Read in the reply ↗

Please refer to comments 4 and 6. Please revise your summary of significant accounting policies in future filings to clarify, if true, that all costs related to hosting agreements are presented in cost of revenue.

to the Staff’s comment, the Company will revise to clarify that all costs related to hosting agreements are presented as cost of revenue in Note 2 – Summary of Significant Accounting Policies to the consolidated financial statements in future filings. Read in the reply ↗

Please refer to comment 9. We note the significant variability in cost of revenue during 2022, 2021 and 2020. In order to provide the information that is necessary for an investor to understand your results of operations, please tell us and revise future filings to quantify the main components of cost of revenue for each period presented and discuss the underlying drivers in the variability of the these costs of

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revenue and related trends. Refer to Items 5.A and 5.D of Form 20-F.

to the Staff’s comment, the Company will revise future filings to disclose a breakdown of the main components of cost of revenue, including electricity costs, profit-sharing fees and/or other relevant costs for the applicable periods. Additionally, the Company will discuss the underlying drivers in the variability of these cost of revenues and related trends substantially in the same form as follows:

For the Years Ended December 31,

2022

2021

2020

Electricity costs

$ 15,113,046

$ 24,790,688

$ 14,104,628

Profit-sharing

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fees

4,027,597

5,669,700

-

Others

1,233,990

279,388

Total

$ 20,374,633

$ 30,739,776

Electricity costs. These expenses were incurred by mining facilities for the miners in operation and were closely correlated with the number of deployed miners.

In

2022, electricity costs decreased by $9.7 million, or 39%, compared to 2021. The decline primarily resulted from a reduced number of deployed miners due to i) the sale or disposal of certain miners before relocating from Hong Kong to North America, and ii) partial offline status of miners in two facilities because of previously announced power cut-off incidents.

2021, electricity costs increased by $10.7 million, or 76%, compared to 2020. Although the Company had launched its bitcoin mining operations in February 2020, the number of miners deployed in the first half of that year was considerably lower than in the second half. However, throughout 2021, the Company deployed more miners resulting in a higher hash rate, which, in turn, demanded greater electricity usage, thereby contributing to the surge in electricity costs.

Profit-sharing fees. In 2021, we entered into hosting agreements with certain mining facilities, which included performance fees calculated as a fixed percentage of net profit generated by the miners. We refer to these fee as profit-sharing fees.

In 2022, profit-sharing fees decreased by $1.6 million, or 29%, compared to 2021. This reduction was primarily due to a decrease in the number of digital assets generated and the comparatively lower average price of bitcoin during 2022.

Read in the reply ↗

We note your response to comment 12 and re-issue the comment in part. Please tell us and revise future filings to discuss the estimated time remaining to complete each remediation action disclosed. Please also confirm that you will include the information provided in your prior response in future filings.

In the first quarter of 2023, our Company has taken significant steps towards improving our internal control over financial reporting (ICFR) with the hiring of an experienced consultant. The consultant will be working closely with our management team to address any issues with the design, implementation, and documentation of our ICFR.

To further enhance our efforts, we have engaged a well-established advisory firm in partnership with our ICFR consultant.

Rest of the answer

Together, they will provide independent reviews of our ICFR and offer valuable insights to assist with remediation.

Additionally, our Company has also hired an IT consultant to assist with remediation efforts around ITGCs.

This project will begin in April and will continue throughout the year.

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Please refer to comment 18. It appears that your pre January 1, 2022 policy to measure impairment based on the prices of digital assets on the reporting date is not consistent with the guidance in ASC 350. Please tell us how you considered if your misapplication of this accounting policy was an error, if the error was material to your financial statements prior to January 1, 2022 considering the guidance in SAB

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Topic 1M, and whether financial statement restatements and an amendment to your Form 20-F were warranted. Please ensure your provided materiality analysis includes both quantitative and qualitative considerations.

The Company recently determined that its method of calculating impairment using prices of digital assets on the reporting date prior to January 1, 2022 and on a daily basis using a standard cutoff time in 2022 were not in compliance with the ASC 350-30-35-19 requirement to recognize impairment whenever carrying value exceeds fair value, which effectively calls for the intraday low price to be utilized in calculating impairment whenever events or changes in circumstances indicate it is more likely than not that the asset is impaired.

After conducting a preliminary analysis, we have concluded

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that the Company needs to restate its impairment loss in compliance with the guidelines outlined in SAB Topic 1M. After consultation with our auditor, we have determined that the most appropriate course of action is to disclose the restated impairment loss in our upcoming 2022 annual financial statements on Form 20-F, accompanied by an audit report, as we anticipate their release to be imminent.

This approach will enable us to make the required disclosure without any delay. Rather than filing separate restatements for the previous periods, we will include the restated impairment loss based on the intraday low price for 2020, 2021, and 2022 in our 20-F filing for the year 2022, which will be submitted at a later date.

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Please refer to comments 1 and 21. We note that you generated revenue from several pool operators during 2021 and 2020, including Huobi, Poolin, and Antpool. Please quantify for us the amount of mining pool fees charged to you during each period and tell us the nature of those fees.

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Also, please tell us how you presented these fees in your income statement, detail the accounting guidance you considered in making your determination and revise future filings to disclose your policy.

As indicated in responses to comments

#1 and #21 in our response letter dated November 28, 2022, Foundry has not charged the Company a fee for its services due to the fact of the Company being an early strategic customer of Foundry and in view of competition. In addition, Huobi, Poolin and Antpool did not charge the Company a fee for its services either.

We will disclose in future filings the fact that “Our former pool operators didn’t charge mining pool fees.

Rest of the answer

Our current pool operator, Foundry, has orally advised the Company it has no present intention to charge fees to the Pool participants, it may do so in the future.”. The Company will remove the statement “Fees are paid to the mining pool operator to cover the costs of maintaining the pool. While we do not pay pool fees directly, pool fees are deducted from amounts we may otherwise earn,” in our future filings.

Read in the reply ↗

We note your disclosure that the fair value of the digital assets award received is determined using the quoted price of the related digital assets at the time of receipt, which is not materially different than the fair value at contract inception.

Rest of the question

Please tell us all the facts and circumstances and the relevant accounting guidance you considered in determining each “contract inception” including explaining when and how often the criteria in paragraph ASC 606-10-25-1 is met to have a new contract. Also, explain the typical amount of time between “contract inception” and the time of receipt and how you determined that the fair value between these two times was not materially different. Lastly, please clarify if you recognize revenue when you receive confirmation of the consideration you will receive or when you actually receive it and explain the typical amount of time between these two times. Please revise future filings as necessary to ensure your accounting policies are clear related to these areas.

The Company provides its response in three parts below:

1) Please tell us all the facts and circumstances and the relevant accounting guidance you considered in determining each “contract inception” including explaining when and how often the criteria in paragraph ASC 606-10-25-1 is met to have a new contract.

We entered into a mining pool contract with Foundry, providing computing power to the mining pool. The contract is terminable at any time by either party with no termination penalty.

Rest of the answer

Our enforceable right to compensation begins when, and lasts for as long as, we provide computing power to the mining pool operator;

our performance obligation extends over the contract term given our continuous provision of computing power. This period of time corresponds with the period of service for which the mining pool operator determines compensation due to us. Given cancellation terms of the contract, and our customary business practice, the contract effectively provides the option to renew for successive contract terms daily. The options to renew are not material rights because they are offered at the standalone selling price of computing power. KPMG’s Revenue Recognition

Handbook provides the following guidance on Step 1: Identify the contract(s) with a customer, Period-to-period contracts (with or without stated terms) may be referred to as evergreen contracts. In a period-to-period contract, the contract term does not extend beyond the period that can be cancelled without penalty. Thus, the inception of each contract is determined to be daily.

In addition, we have assessed the contract with Foundry in accordance with ASC606-10-25-1 below:

a. The parties to the contract have approved the contract (in writing, orally, or in accordance with other customary business practices) and are committed to perform their respective obligations.

We and Foundry have signed and approved the mining pool service agreement and were committed to perform our respective obligations.

b. The entity can identify each party’s rights.

The provision of computing power in accordance with the mining pool operator’s terms of service is the only performance obligation in the Company’s contract with the mining pool operator. In exchange for providing computing power pursuant to Foundry’s terms of service, the Company is entitled to noncash consideration in the form of bitcoin.

c. The entity can identify the payment terms.

The Company receives considerations from the pool operator once performance obligations is fulfilled.

The Company’s noncash consideration is based on the computing power the Company contributed to the mining pool operator solving the current algorithm on the bitcoin blockchain.

d. The contract has commercial substance

(that is, the risk, timing, or amount of the entity’s future cash flows is expected to change as a result of the contract).

The contract enables the Company to provide computing power to the pool operator and receive bitcoin in return. Bitcoin subsequently can be exchange for fiat currency.

e. It is probable that the entity will collect substantially all of the consideration to which it will be entitled in exchange for the goods or services that will be transferred to the customer.

Foundry is a subsidiary of cryptocurrency conglomerate, Digital Currency Group. By assessing Foundry’s ability and intent to pay as considerations become due, the Company determined that it’s probable we will collect substantially all of the considerations.

2) Also, explain the typical amount of time between “contract inception” and the time of receipt and how you determined that the fair value between these two times was not materially different.

The transaction consideration the Company receives, if any, is noncash consideration in the form of Bitcoin. In accordance with ASC 606-10-32-21, To determine the transaction price for contracts in which a customer promises consideration in a form other than cash, an entity shall measure the estimated fair value of the noncash consideration at contract inception (that is, the date at which the criteria in paragraph 606-10-25-1 are met), noncash revenue should be estimated and recognized based on the spot price of Bitcoin on CoinMarketCap at the inception of each contract, which is determined to be daily.

The Company usually receives the deposit of bitcoin 9 hours later on the following day. However, as a practical matter, the closing bitcoin price on the day of receipt was used for revenue recognition in 2021. Thus, the typical amount of time between “contract inception” and the “time of receipt” is 48 hours. We analyzed the “open price” and “close price” in the following day in 2021 published on CoinMarketCap, the average difference is 0.4%. Thus, the Company determined that the fair value between these two times was not materially different.

3) Lastly, please clarify if you recognize revenue when you receive confirmation of the consideration you will receive or when you actually receive it and explain the typical amount of time between these two times.

In practice, the Company uses its accounting convention to recognize revenue when the Company actually receives the consideration in the form of bitcoin. Confirmation of the consideration and receipt of consideration occur on the same day. The typical amount of time between these two times is 8 hours. As mentioned previously, the Company earns the reward daily once the performance obligations are fulfilled even when the performance obligation extends over the contract term given the Company’s continuous provision of hashrate.

Because it is probable that a significant reversal of cumulative revenue will not occur and the Company is able to calculate the payout based on the contractual formula, the Company should recognize the revenue on the same day when the performance obligations is fulfilled. In practice, the revenue was recognized in the following day using the daily closing price when the bitcoin reward is deposited into our wallet. The Company recalculated 99.3% of the total revenue earned in 2021 based on the fair value at the inception of contract. The recalculated result shows a difference of $520,408.70 which represents approximately 0.5% of to the total revenue of $96,078,570.00 reported for the year. Thus, the Company discloses that the transaction consideration the Company receives, if any, is noncash consideration, which the Company measures at fair value on the date received, which is not materially different than the fair value at contract inception or the time the Company has earned the award from the pools.

Read in the reply ↗

Please refer to comment 2. Please confirm that you will include the information provided in your responses in future filings.

to the Staff’s comment, the Company include information provided in our responses in future filings. Read in the reply ↗

We note your disclosure that you currently conduct your business through Bit Digital Hong Kong Limited and Bit Digital Strategies Limited. Please tell us whether you or your subsidiaries currently have operations conducted through variable interest entities based in China. To the extent that you do, we may have additional comments.

No. 1

As noted above, while the Company’s former peer-to-peer lending business conducted operations through VIEs, neither the Company nor its subsidiaries, Bit Digital Hong Kong

Limited and Bit Digital Strategies Limited (the “Hong Kong Subsidiaries”), currently conduct, nor did they ever conduct, bitcoin mining operations through VIEs in China. Read in the reply ↗

Provide prominent disclosure about the legal and operational risks associated with being based in or having a substantial amount of the company’s operations in China and Hong Kong. Your disclosure should make clear whether these risks could result in a material change in your operations and/or the value of your securities or could significantly limit or completely hinder your ability to offer or continue to offer

Rest of the question

securities to investors and cause the value of such securities to significantly decline or be worthless. Your disclosure should address how recent statements and regulatory actions by China’s government, such as those related to the use of variable interest entities and data security or anti-monopoly concerns, has or may impact the company’s ability to conduct its business, accept foreign investments, or list on an U.S. or other foreign exchange.

No. 2

In response to the Staff’s comment, disclosure has been made on the cover page of the Prospectus and in the “Prospectus Summary” on page 1 as to the risks involved, as well as the additional responsive disclosures under “Our Company” in the Prospectus Summary. In addition, the Prospectus Summary discloses that “as a result of our prior structure of an offshore issuer with a wholly-owned foreign entity, or WFOE, and VIEs which are the concern of the SEC as to China-based Issuers, we are setting forth below some of the risks and uncertainties concerning the Company’s prior operations.”

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“Risks Related to Doing Business in China” have been moved up after

“General Risks.” The Company is based in the United States, with its principal office located in New York City since March

1, 2021. The Company does not have a substantial amount of its operations in China and Hong Kong. As set forth in the Company’s

Form 6-K filed on August 20, 2021 disclosing the Company’s Results of Operations for the second quarter ended June 30, 2021, the

Company had 29.2% of its bitcoin mining computers in China. All of those miners are warehoused and are not in operation, awaiting disposition or migration to North America. The Company’s ten (10) remaining employees in China are employed by the Hong Kong Subsidiaries in administration and the warehousing of miners awaiting disposition or migration to North America, and are not engaged in mining operations in China. Since the Company has no VIEs and no mining operations in China, there is no adverse impact on the Company’s ability to conduct business in North America, to accept foreign investment or list on U.S. or other foreign exchange. Disclosure has been made as the legal and operational risks with the Company having previously been based in China.

Prospectus Summary,

Read in the reply ↗

In your summary of risk factors, disclose the risks that your corporate structure and being based in or having the majority or a material amount of the company’s operations in China poses to investors. In particular, describe the significant regulatory, liquidity, and enforcement risks with cross-references to the more detailed discussion of these risks in the prospectus.

Rest of the question

For example, specifically discuss risks arising from the legal system in China, including risks and uncertainties regarding the enforcement of laws and that rules and regulations in China can change quickly with little advance notice; and the risk that the Chinese government may intervene or influence your operations at any time, or may exert more control over offerings conducted overseas and/or foreign investment in Chinabased issuers, which could result in a material change in your operations and/or the value of your securities. Acknowledge any risks that any actions by the Chinese government to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers could significantly limit or completely hinder your ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless.

No. 3

The registration statement/prospectus has been revised to include responsive disclosure. The risks related to our prior structure and operations are highlighted in the Prospectus

Summary. However, it is noted that the Company does not have a VIE structure and does not own or control any VIEs, is not based in China and does not have a material amount of operations in China. Read in the reply ↗

Disclose each permission that you, your subsidiaries are required to obtain from Chinese authorities to operate and issue these securities to foreign investors. State whether you or your subsidiaries are covered by permissions requirements from the CSRC or CAC and state affirmatively whether you have received all requisite permissions and whether any permissions have been denied.

No. 4

The Company or its subsidiaries are required to establish a commercial entity under the PRC laws or register itself directly with the Chinese government as a foreign company with Chinese authorities to operate in China, which is disclosed in the Amendment. However, neither the Company nor its subsidiaries are required to obtain permission to issue securities to foreign investors. No requirements from the CSRC or CAC are required and no permissions have been requested or denied, and we have disclosed the same in the Amendment under the Prospectus Summary on page 1. Read in the reply ↗

Provide a clear description of how cash is transferred through your organization. Quantify any cash flows and transfers of other assets by type that have occurred between the holding company, and its subsidiaries and direction of transfer. Quantify any dividends or distributions that a subsidiary has made to the holding company and which entity made such transfer, and their tax consequences.

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Similarly quantify dividends or distributions made to U.S. investors, the source, and their tax consequences. Describe any restrictions on foreign exchange and your ability to transfer cash between entities, across borders, and to U.S. investors. Describe any restrictions and limitations on your ability to distribute earnings from your businesses, including subsidiaries, to the parent company and U.S. investors.

No. 5

In response to the Staff’s comments,responsive disclosures have been made under “Prospectus Summary – Our Company” on page 2 of the Amendment. Read in the reply ↗

Disclose that trading in your securities may be prohibited under the Holding Foreign Companies Accountable Act if the PCAOB determines that it cannot inspect or fully investigate your auditor, and that as a result an exchange may determine to delist your securities.

No. 6

The Company’s auditor, Audit

Alliance LLP, is PCAOB registered and based in Singapore. Under the Holding Foreign Companies Accountable Act, the PCAOB is permitted to inspect the Company’s independent public accounting firm. However, we have disclosed under “Prospectus Summary” on page 1, and under Risk Factors on page 28 of the Amendment that, if the PCAOB later determined that it cannot inspect or fully investigate our auditor, trading in our securities may be prohibited under the HFCAA, and, as a result, Nasdaq may determine to delist our securities. Read in the reply ↗

Please provide detailed and clear disclosure about the current status of your mining operations in all geographical locations, such as the United States, Canada and China. For example, please (i) disclose where you intend to locate the miners that are currently in transit to the United States, (ii) disclose how many miners you intend to purchase, including an estimate of the cost of these additional miners, the type

Rest of the question

of miners you intend to purchase, the source of funds for such purchases, and the estimated delivery of such miners, (iii) provide a brief description of the type of miners you currently own, (iv) disclose the material terms of your agreements with Compute North, Link Global Technologies and Digihost Technologies, including additional details regarding the profit sharing arrangements and obligations of the parties to each of these agreements, (v) provide a brief description of any regulations in the United States and Canada that impact your operations, (vi) disclose whether you currently have any operations in China, and, if so, please describe these operations, (vii) disclose whether you store your bitcoins with a custodian, and, if so disclose the material terms of any such agreements, and (viii) disclose whether you have insurance for your miners or digital assets, and, if so provide a brief description of the insurance. Also, we note your disclosure that you may sell bitcoin for fiat currency from time to time depending on market conditions and management's determination of your cash flow needs. Please identify the factors that management considers when evaluating market conditions, identify the exchanges that you use, identify the fiat currency you receive for your bitcoins and disclose whether you lend bitcoins to third parties, and, if so the material terms of such loans.

No. 7

The Company has provided responsive disclosures in response to this comment on page 5 of the Amendment under “Our Company.” Read in the reply ↗

We note your disclosure on page 5 that "[i]n May 2021, when the Financial Stability Development Committee of the State Council in China targeted virtual currency mining, the Company suspended operations in China and continued efforts to migrate all of its miners out of China to the United States and Canada, which the Company expects will be completed in the third quarter 2021." Please include a risk factor to

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address the risk to investors due to a recent change in Chinese government's actions. In this regard, we note your risk factors on pages 7 and 13.

No. 8

The response disclosure on page

3 states that “we anticipate the possibility that certain miner shipments may arrive in the U.S. early in the fourth quarter of 2021.” The Company has provided responsive disclosures in response to this comment under the risk factor titled “We may be subject to fines and penalties for not registering in China to do business” has been amended and restated in the Amendment on page 18 to include a reference to the May 2021 Statement targeting initial currency mining. Read in the reply ↗

Given the Chinese government’s significant oversight and discretion over the conduct of your business, please revise to separately highlight the risk that the Chinese government may intervene or influence your operations at any time, which could result in a material change in your operations and/or the value of your securities.

Rest of the question

Also, given recent statements by the Chinese government indicating an intent to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in Chinabased issuers, acknowledge the risk that any such action could significantly limit or cause the value of such securities to significantly decline or be worthless.

No. 9 disclosures in response to this comment on page 18 of this Amendment, under “Risk Factors – We may be subject to fines and penalties for not registering in China to do business.” in the Amendment. Although the Company is not a China-based Issuer, disclosure has been made as to the possible actions of the Chinese government in light of the Company’s prior operations in China. Read in the reply ↗

In light of recent events indicating greater oversight by the Cyberspace Administration of China over data security, particularly for companies seeking to list on a foreign exchange, please revise your disclosure to explain how this oversight impacts your business and your offering and to what extent you believe that you are compliant with the regulations or policies that have been issued by the CAC to date.

No. 10

This response has been complied with. A risk factor has been added on page 20 of the Amendment, titled “We may be subject to recently announced Measures from the

Cyberspace Administration of China concerning the collection of data and required to obtain clearance from the CAC.” Read in the reply ↗

We note your disclosure that you currently conduct your business through Bit Digital Hong Kong Limited and Bit Digital Strategies Limited. Please tell us whether you or your subsidiaries currently have operations conducted through variable interest entities based in China. To the extent that you do, we may have additional comments.

No. 1

As noted above, while the

Company’s former peer-to-peer lending business conducted operations through VIEs, neither the Company nor its subsidiaries, Bit

Digital Hong Kong Limited and Bit Digital Strategies Limited (the “Hong Kong Subsidiaries”), currently conduct, nor did they ever conduct, bitcoin mining operations through VIEs in China. Read in the reply ↗

Provide prominent disclosure about the legal and operational risks associated with being based in or having a substantial amount of the company’s operations in China and Hong Kong. Your disclosure should make clear whether these risks could result in a material change in your operations and/or the value of your securities or could significantly limit or completely hinder your ability to offer or continue to offer

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securities to investors and cause the value of such securities to significantly decline or be worthless. Your disclosure should address how recent statements and regulatory actions by China’s government, such as those related to the use of variable interest entities and data security or anti-monopoly concerns, has or may impact the company’s ability to conduct its business, accept foreign investments, or list on an U.S. or other foreign exchange.

No. 2

In response to the Staff’s comment, disclosure has been made on the cover pages of the Prospectus and Prospectus Supplement Summary and in the Summary of Information on page 3 of the Prospectus and the Prospectus Supplement Summary beginning on page S-3, as to the risks involved, as well as the additional responsive disclosures that “as a result of our prior structure of an offshore issuer with a wholly-owned foreign entity, or WFOE, and VIEs which are the concern of the SEC as to China-based Issuers, we are setting forth below some of the risks and uncertainties concerning the

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Company’s prior operations.” “Risks Related to Doing Business in China” have been moved up after “General

Risks.” The Company is based in the United States, with its principal office located in New York City since March 1, 2021. The Company does not have a substantial amount of its operations in China and Hong Kong. As set forth in the Company’s Form 6-K filed on August

20, 2021 disclosing the Company’s Results of Operations for the second quarter ended June 30, 2021, the Company had 29.2% of its bitcoin mining computers in China. All of those miners are warehoused and are not in operation, awaiting disposition or migration to North

America. The Company’s ten (10) remaining employees in China are employed by the Hong Kong Subsidiaries in administration and the warehousing of miners awaiting disposition or migration to North America, and are not engaged in mining operations in China. Since the

Company has no VIEs and no mining operations in China, there is no adverse impact on the Company’s ability to conduct business in

North America, to accept foreign investment or list on U.S. or other foreign exchange. Disclosure has been made as the legal and operational risks with the Company having previously been based in China.

Read in the reply ↗

In your summary of risk factors, disclose the risks that your corporate structure and being based in or having a material amount of the company’s operations in China poses to investors. In particular, describe the significant regulatory, liquidity, and enforcement risks with cross-references to the more detailed discussion of these risks in the prospectus.

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For example, specifically discuss risks arising from the legal system in China, including risks and uncertainties regarding the enforcement of laws and that rules and regulations in China can change quickly with little advance notice; and the risk that the Chinese government may intervene or influence your operations at any time, or may exert more control over offerings conducted overseas and/or foreign investment in China-based issuers, which could result in a material change in your operations and/or the value of your securities. Acknowledge any risks that any actions by the Chinese government to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers could significantly limit or completely hinder your ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless.

No. 3

The registration statement/prospectus has been revised to include responsive disclosure. The risks related to our prior structure and operations are highlighted under Summary of Information on page 3 of the Prospectus and in the Prospectus Supplement Summary beginning on page S-3. However, it is noted that the Company does not have a VIE structure and does not own or control any VIEs, is not based in China and does not have a material amount of operations in China. Read in the reply ↗

Disclose each permission that you, your subsidiaries are required to obtain from Chinese authorities to operate and issue these securities to foreign investors. State whether you or your subsidiaries are covered by permissions requirements from the CSRC or CAC and state affirmatively whether you have received all requisite permissions and whether any permissions have been denied.

No. 4

The Company or its subsidiaries are required to establish a commercial entity under the PRC laws or register itself directly with the Chinese government as a foreign company with Chinese authorities to operate in China, which is disclosed in the Amendment. However, neither the Company nor its subsidiaries are required to obtain permission to issue securities to foreign investors.

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No requirements from the CSRC or CAC are required and no permissions have been requested or denied, and we have disclosed the same in the Prospectus under “Summary of Information” on page 3 and in the Prospectus Supplement Summary beginning on page S-3.

Read in the reply ↗

Provide a clear description of how cash is transferred through your organization. Quantify any cash flows and transfers of other assets by type that have occurred between the holding company, and its subsidiaries and direction of transfer. Quantify any dividends or distributions that a subsidiary has made to the holding company and which entity made such transfer, and their tax consequences.

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Similarly quantify dividends or distributions made to U.S. investors, the source, and their tax consequences. Describe any restrictions on foreign exchange and your ability to transfer cash between entities, across borders, and to U.S. investors. Describe any restrictions and limitations on your ability to distribute earnings from your businesses, including subsidiaries, to the parent company and U.S. investors.

No. 5

In response to the Staff’s comments, responsive disclosures have been made under “Summary of Information – Our Business” on page 3 of the Prospectus and in the Prospectus Supplement Summary – “Our Business” beginning on page S-5. Read in the reply ↗

Disclose that trading in your securities may be prohibited under the Holding Foreign Companies Accountable Act if the PCAOB determines that it cannot inspect or fully investigate your auditor, and that as a result an exchange may determine to delist your securities.

No. 6

The Company’s auditor, Audit

Alliance LLP, is PCAOB registered and based in Singapore. Under the Holding Foreign Companies Accountable Act, the PCAOB is permitted to inspect the Company’s independent public accounting firm. However, we have disclosed under “Summary of Information –

Our Business” on page 4, and under Risk Factors on page 18 of the Prospectus and in the Prospectus Supplement Summary on page S-4 that if the PCAOB later determined that it cannot inspect or fully investigate our auditor, trading in our securities may be prohibited under the HFCAA, and, as a result, Nasdaq

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may determine to delist our securities.

Read in the reply ↗

Please provide detailed and clear disclosure about the current status of your mining operations in all geographical locations, such as the United States, Canada and China. ​ For example, please (i) disclose where you intend to locate the miners that are currently in transit to the United States, (ii) disclose how many miners you intend to purchase, including an estimate of the cost of these additional miners, the

Rest of the question

type of miners you intend to purchase, the source of funds for such purchases, and the estimated delivery of such miners, (iii) provide a brief description of the type of miners you currently own, (iv) disclose the material terms of your agreements with Compute North, Link Global Technologies and Digihost Technologies, including additional details regarding the profit sharing arrangements and obligations of the parties to each of these agreements, (v) provide a brief description of any regulations in the United States and Canada that impact your operations, (vi) disclose whether you currently have any operations in China, and, if so, please describe these operations, (vii) disclose whether you store your bitcoins with a custodian, and, if so disclose the material terms of any such agreements, and (viii) disclose whether you have insurance for your miners or digital assets, and, if so provide a brief description of the insurance. Also, we note your disclosure that you may sell bitcoin for fiat currency from time to time depending on market conditions and management's determination of your cash flow needs. Please identify the factors that management considers when evaluating market conditions, identify the exchanges that you use, identify the fiat currency you receive for your bitcoins and disclose whether you lend bitcoins to third parties, and, if so the material terms of such loans.

No. 7

The Company has provided responsive disclosures in response to this comment in the Prospectus under “Summary of Information - Our Business” on page 4 and in the

Prospectus Supplement Summary under “Our Business” beginning on page S-5. Read in the reply ↗

We note your disclosure on page 2 that "[i]n May 2021, when the Financial Stability Development Committee of the State Council in China targeted virtual currency mining, the Company suspended operations in China and continued to migrate all miners out of China, which will be completed in the third quarter 2021." Please include a risk factor to address the risk to investors due to a recent change in Chinese

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government's actions. In this regard, we note your risk factors on pages 15 and 29.

No. 8

The responsive disclosure, beginning on page 4 of the Prospectus under “Summary of Information – Our Business” and in the Prospectus Supplement Summary under

“Our Business” beginning on page S-5, states that “we anticipate the possibility that certain miner shipments may arrive in the U.S. early in the fourth quarter of 2021.” The Company has provided responsive disclosures in response to this comment under the risk factor titled “We may be subject to fines and penalties for any non-compliance with or liabilities in our historical business in China in a certain period from now on” has

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been amended and restated in the Prospectus on page 15 to include a reference to the

May 2021 Statement targeting initial currency mining.

Read in the reply ↗

Given the Chinese government’s significant oversight and discretion over the conduct of your business, please revise to separately highlight the risk that the Chinese government may intervene or influence your operations at any time, which could result in a material change in your operations and/or the value of your securities.

Rest of the question

Also, given recent statements by the Chinese government indicating an intent to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in Chinabased issuers, acknowledge the risk that any such action could significantly limit or cause the value of such securities to significantly decline or be worthless.

No. 9 disclosures in response to this comment on page 15 of the Prospectus, under “Risk Factors – We may be subject to fines and penalties for any non-compliance with or liabilities in our historical business in China in a certain period from now on.” Although the Company is not a China-based Issuer, disclosure has been made as to the possible actions of the Chinese government in light of the

Company’s prior operations in China. Read in the reply ↗

In light of recent events indicating greater oversight by the Cyberspace Administration of China over data security, particularly for companies seeking to list on a foreign exchange, please revise your disclosure to explain how this oversight impacts your business and your offering and to what extent you believe that you are compliant with the regulations or policies that have been issued by the CAC to date.

No. 10

This response has been complied with. A risk factor has been added on page 16 of the Prospectus, titled “We may be subject to recently announced Measures from the

Cyberspace Administration of China concerning the collection of data and required to obtain clearance from the CAC.” Read in the reply ↗

We note your response to our prior comment 2. Although we note disclosure that your activities may not be deemed to be operation activities by a foreign legal person or entity under PRC law, you nevertheless appear to have remaining operations in China, including warehousing 29.2% of your hardware and engaging 10 employees.

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Please provide prominent disclosure about the legal and operational risks associated with your remaining operations in China, including a discussion on how the recent ban of digital asset transactions in China impacts your business and whether it will impact your corporate structure going forward. Your disclosure should make clear whether these risks could result in a material change in your operations and/or the value of your securities or could significantly limit or completely hinder your ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless. Alternatively, if you believe that your remaining operations in China pose no such risks, including no risks to the value of your securities, please provide us your factual and legal analysis explaining why that is the case.

to No. 1

Prominent disclosure has been made on both the cover page of the prospectus, as well as at the beginning of the Prospectus Summary, as to the current status of the

Company’s operations as well as risks posed by having been a China-based issuer. While these statements and regulatory actions may have an adverse effect on the Company in view of its prior operations, they are not expected to result in an adverse impact on our corporate structure going forward or have a material change in our operations and/or the value of our securities or significantly limit or completely hinder our

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ability to offer or continue to offer securities to investors or cause the value of such securities to significantly decline or be worthless. We do not believe such developments will adversely impact the Company’s ability to conduct its business, accept foreign investments, or continued listing on Nasdaq or decrease value of our securities and/or significantly limit or completely hinder our ability to offer or continue to offer our securities to investors.

The Company has disclosed in the Prospectus Summary that mining operations in China completely terminated in June 2021. All miners which had been warehoused were migrated out of China by September 2021. The ten (10) remaining employees in China, all employed by Bit Digital Hong Kong Limited, include five (5) persons now working in Hong Kong in administration. See Response No. 6 for further information.

The Company further described that it does not own or control any VIEs or intends to form a VIE. In view of its limited operations in mainland China, which are primary run out of Hong Kong, it has terminated the process to form a WFOE. The Company has disclosed both in the Prospectus Summary and Risk

Factors the risks and uncertainties that the Company may be subject to any fines or penalties as a result of its prior operations as a

China-based issuer.

Read in the reply ↗

We note your response to our prior comments 1 and 2. On page 1, you state that you are "in the process of registering a wholly-owned subsidiary to do business in China, and you reference your entities operating in China. Please provide a separately captioned section in the Prospectus Summary explaining your current and planned corporate structure, including diagrams for each.

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Include a discussion of the purpose of your planned PRC subsidiary, and describe the operations in which it will engage. Explain whether this will involve the use of a variable interest entity. To the extent material, discuss any attendant risks to this new PRC subsidiary or the business you plan to do in China and include cross references to relevant risk factors. Also, please clearly describe the operations of your operating entities in China and include cross references to relevant risk factors. Prospectus Summary, page 1

to No. 2

As noted in Response No. 1 under the first bullet in the Prospectus Summary, the Company stated: “As a result of the China-ban on digital asset transactions, it had terminated the process of forming a WFOE subsidy in mainland China. The diagram inserted under the second bullet in the Prospectus

Summary does not contemplate any new entities being added to the existing six (6) subsidiaries of the Company.

The operations of the Company’s two Hong Kong subsidiaries are set forth in the fourth bullet of the Prospectus Summary.

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Cross references to the appropriate Risk Factors are set forth under the first bullet.

Read in the reply ↗

We note your response to our prior comment 3. In your summary of risk factors describe any significant liquidity risks relating to your prior, current, or future corporate structure or operations in China, with cross-references to the more detailed discussion of these risks in the prospectus.

to No. 3

The Company responded under the last bullet in the Prospectus Summary; “Since the Company has no subsidiaries in mainland China and has terminated the process to form one in mainland China, the Company is not subject to liquidity risks in mainland China, nor does it believe it was subject to liquidity risks. Read in the reply ↗

We note your response to our prior comment 5. Please revise your "Transfer of cash" and "Payment of dividends or distributions" discussions on page 5 to quantify the transactions discussed. Additionally, revise your "Payment of dividends or distributions" discussion to discuss the tax consequences of the transactions discussed therein. Our Company, page 2

to No. 4

In response to the Staff’ comments, we have quantified the “Transfer of cash” and “Payment of dividends or distributions” on page 8 as below:

-

Transfer of cash

From the Company’s commencement of mining business in February 2020 to October 3, 2021, the Company did not transfer any cash from the holding company to any of its subsidiaries.

During the year ended December 31, 2020, the Company raised proceeds of approximately $5.2 million from certain private placements, and the proceeds were directly transferred from investors to the designated accounts of Bit Digital Hong Kong

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Limited (“BT HK”), the Company’s wholly owned subsidiary in Hong Kong.

During the period from January 1, 2021 to October 3, 2021, the Company raised proceeds of approximately $37 million from both private placements and direct offering. The proceeds were directly transferred from investors to designated accounts of Bit Digital USA, Inc. (“BT USA”), the Company’s subsidiary in U.S. The $80 million of gross proceeds raised in the September 2021 Private Placement by the Company have been transferred to Bit Digital

USA and/or invested in the United States in interest-bearing accounts.

Payment of dividends or distributions

During the period from February 2020 to the date of this response letter, the Company did not make any dividends or distribution from any of its subsidiaries, nor did the Company make any dividends or distributions to its US investors.

Pursuant to the Enterprise Income Tax Law and its implementation rules, if a non-resident enterprise has not set up an organization or establishment in the PRC, or has set up an organization or establishment but the income derived has no actual connection with such organization or establishment, it will be subject to a withholding tax on its PRC-sourced income at a rate of 10%. Pursuant to the Arrangement between Mainland China and the Hong Kong

Special Administrative Region for the Avoidance of Double Taxation and Tax Evasion on Income, the withholding tax rate in respect to the payment of dividends by a PRC enterprise to a Hong Kong enterprise is reduced to 5% from a standard rate of 10% if the Hong Kong enterprise directly holds at least 25% of the PRC enterprise. Pursuant to the Notice of the State Administration of Taxation on the Issues concerning the Application of the Dividend Clauses of Tax Agreements, or Circular 81, a Hong Kong resident enterprise must meet the following conditions, among others, in order to enjoy the reduced withholding tax: (i) it must directly own the required percentage of equity interests and voting rights in the PRC resident enterprise; and (ii) it must have directly owned such percentage in the PRC resident enterprise throughout the 12 months prior to receiving the dividends. There are also other conditions for enjoying the reduced withholding tax rate according to other relevant tax rules and regulations. In August 2015, the State Administration of Taxation promulgated the Administrative Measures for Non-Resident Taxpayers to Enjoy Treatments under Tax Treaties, or Circular 60, which became effective on November 1, 2015. Circular

60 provides that non-resident enterprises are not required to obtain pre-approval from the relevant tax authority in order to enjoy the reduced withholding tax rate. Instead, non-resident enterprises and their withholding agents may, by self-assessment and on confirmation that the prescribed criteria to enjoy the tax treaty benefits are met, directly apply the reduced withholding tax rate, and file necessary forms and supporting documents when performing tax filings, which will be subject to post-tax filing examinations by the relevant tax authorities.

Read in the reply ↗

We note your response to our prior comment 7, and reissue in part. In that regard, please: • Revise to provide quantitative information regarding each of your hosting agreements with Compute North, Link Global, and Digihost, regarding, for example, fees and profit sharing; • Disclose the material terms of your agreement with BlockFusion USA, including quantitative terms; • Provide a brief description of any

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regulations in Canada that impact your operations; • Further disclose the material terms of your custodian agreements with Matrixport Cactus and Copper, including for example in what manner they are required to store your digital assets, whether they are contractually required to hold your digital assets in cold storage, what security precautions your custodians are required to undertake, what inspection rights you have, and what type of insurance your custodians are required to have to protect you from loss; • Identify the factors that management considers when evaluating market conditions in considering whether to sell bitcoin; • Disclose whether your custodians store all digital assets you own, including stablecoins, or explain in sufficient detail how you store such stablecoins; • Disclose whether you hold any insurance for your digital assets, and, if so, provide a brief description of the insurance; and • State the interest rate you charge on bitcoin loans that you make.

to No. 5

This comment has been complied with.

● All quantitative information concerning the three (3) hosting agreements have been described under “Our Company - Hosting Agreements.”

● All material terms of the agreement with Blockfusion USA including quantitative terms have been described under “Our Company - Hosting Agreements.”

●

Canadian regulations are described with “Our Company - Hosting Agreements - Link Global Technologies, Inc.” and “Risks Factors – Risks Related to Canadian Government Regulations.” The Company has a non-material number of miners in Alberta, Canada.

● The

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material terms of the Custodian Agreements with Matrixport

– Cactus Custody and Copper are set forth under “Our Company - Custodian Accounts.”

● A description of issuer is set forth under “Our Company

- Custodian Accounts.”

● 5% interest rate on prior loans is described under “Our

Read in the reply ↗

We note your response to our prior comment 8. Disclose in the "Our Business" section beginning on page 4, whether you continued any bitcoin mining operations after any government mining bans in China, national or otherwise, were put into effect. To the extent you continued any mining operations after any bans were put into effect, provide specific risk factor disclosure addressing the possible consequences.

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In that regard we note that in May 2021 the Chinese government targeted virtual currency mining, but you did not cease mining operations in China until June 2021.

to No. 6

We have added disclosures in response to the Commission’s comment. Specifically, we have disclosed the following:

On May 21, 2021, the Financial

Stability and Development Committee of the State Council in China proposed to “crack down on bitcoin mining and trading.”

However, it was not under the September 24, 2021 NDRC Notification, described below, that digital asset transactions were banned.

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In May

2021, local governments began to issue corresponding measures in succession to respond to the central government’s proposal, including

Xinjiang Changji Hui Autonomous Prefecture Development and Reform Commission issuing a notice on the immediate shutdown of enterprises engaged in cryptocurrency mining on June 9, 2021. During that three-week period, we only had mining operations in Sichuan Province and not in Xinjiang. On June 18, 2021, according to the public media report, Sichuan Provincial Development and Reform Commission and Sichuan

Energy Bureau issued a notice on the shutdown of cryptocurrency mining projects with the deadline of June 25, 2021. That is the reason why we had ceased all remaining mining operations in PRC on June 21, 2021.

On September 24, 2021, the newly issued Notification of Overhauling the Mining Activity of Cryptocurrency, or the Notification No. 1283, was published on the National

Development and Reform Commission People’s Republic of China (the “NDRC”)’s official website, to accelerate the sort-out of the cryptocurrency mining. The Notification No. 1283 was joint issued by the NDRC, the People’s Bank of China, the Ministry of Public Security of the PRC and the other eight important central departments, showing the firm attitude of the PRC government to the cryptocurrency mining.

In consideration of the

PRC government’s attitude and our intentional business plan, we will not conduct any cryptocurrency mining operations or cryptocurrency trading operations in the mainland of the PRC. All of our remaining miners which had been warehoused as of June 2021 have been migrated out of the PRC on September 30, 2021.

We have not received any administrative penalty for our historical mining business as of the date of this prospectus. The NDRC notice set forth penalties on a going forward basis for all of the PRC. While we do not believe Sichuan Province will seek to impose retroactive fines, penalties, or sanctions, we have disclosed the following risk factors on page 15, in consideration that we have suspended all the mining activities before the deadline. Nevertheless, uncertainties still exist since the administrative penalties may be imposed on us in a certain period from now on for any noncompliance with or liabilities in our historical business in China. Pursuant to the Law of the People’s

Republic of China on Administrative Penalties (Revised in 2021), where an unlawful act conducted in China is not discovered within two years of its commission (the period shall be counted from the date on which the unlawful act is committed, or if the act is ongoing or continuous, from the date on which the act ends), the administrative penalty shall be exempted; and if it involves citizens’ life and health security or financial security, and causes harmful consequences, the above-mentioned period shall be extended to five years, except as otherwise prescribed by laws. See “Risk Factors. We may be subject to fines and penalties for any noncompliance with or liabilities in our historical business in China in a certain period from now on.”

We may be subject to recently announced Measures from the Cyberspace Administration of China, page 20.

Read in the reply ↗

We note your response to our prior comment 10. You state on page 20 that "due to [y]our past mining operations in China, [you] may be deemed to be a 'data processor carrying out data processing activities' under the Measures." In light of this, disclose why you believe you "currently are not required to obtain clearance from the CAC before [y]our listing in the United States under the recently enacted or proposed

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regulations or rules." We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement.

to No. 7

This comment has been complied with on page 18 under “Risks Factors – Risks Related to Doing Business in China - We may be subject to recently announced

Measures from the Cyberspace Administration of China concerning the collection of data and required to obtain clearance from the CAC.”

On July 10, 2021, the CAC issued the Measures for Cybersecurity Review (Revision Daft for Comments), or the Measures.

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The scope of review under the Measures extends to critical information infrastructure operators, data processors carrying out data processing activities, and national security risks related to a non-PRC listing, especially the “risks of core data, important data or substantial personal information being stolen, leaked, damaged, illegally used or exported; risks of Critical Information Infrastructure, core data, important data or substantial personal information data being affected, controlled and maliciously used by foreign governments after a foreign listing.”

According to Article 6 of the Measures, operators who possess personal information of over a million users shall apply to the Cybersecurity

Review Office for cybersecurity reviews before listing abroad. Besides, where any activities affect or may endanger national security during the purchase of network products and services by key information infrastructure operators or the data processing by data workers, cybersecurity reviews should be conducted in accordance with the Measures.

Currently, we have not been involved in any investigations on cybersecurity review initiated by the CAC or related governmental regulatory authorities, and we have not received any inquiry, notice, warning, or sanction in such respect as well.

We believe we currently are not required to obtain clearance from the CAC before our listing in the United States under the recently enacted or proposed regulations or rules, because (i) we have never set a digital platform for any user and collected personal data during our mining operation, (ii) only the operators who possess personal information of over one million users shall apply for cybersecurity reviews before listing abroad, and (iii) the Measures has yet to take effect and might be further revised. However, since it is the first time that the cybersecurity review applies to the “data processors”, and due to our past mining operations in China, we may be deemed as a “data processors carrying out data processing activities”, we face uncertainties as to the interpretation or implementation of the Measures, and if required, whether such clearance can be timely obtained.

Read in the reply ↗

We note your response to our prior comments 2 and 9. Although we note disclosure that your activities may not be deemed to be operation activities by a foreign legal person or entity under PRC law, you nevertheless appear to have remaining operations in China including warehousing 29.2% of your hardware and engaging 10 employees.

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Please provide prominent disclosure about the legal and operational risks associated with your remaining operations in China, including a discussion on how the recent ban of digital asset transactions in China impacts your business and whether it will impact your corporate structure going forward. Your disclosure should make clear whether these risks could result in a material change in your operations and/or the value of your securities or could significantly limit or completely hinder your ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless. Alternatively, if you believe that your remaining operations in China pose no such risks, including no risks to the value of your securities, please provide us your factual and legal analysis explaining why that is the case.

to No. 1

In response to this comment, the Company has included in the Amendment prominent disclosure on both the cover page of the prospectus and at the beginning of Summary of Information, as to the current status of the Company’s operations as well as risks posed by having previously been a China-based issuer.

The Company has disclosed in the Summary of Information that mining operations in China completely terminated in June 2021 and that all of its miners that had been warehoused were migrated out of China by the end of September 2021.

The Company further disclosed in the Amendment

Rest of the answer

that it does not own or control any VIEs nor does it intend to form a VIE in the future. In view of its limited operations in mainland China, which are primarily run out of Hong Kong, the Company has abandoned its prior efforts to form a WFOE. The Company has disclosed both in the Prospectus Summary and in the Risk Factors the risks and uncertainties that the Company may be subject to any fines or penalties as a result of its prior operations as a China-based issuer.

Read in the reply ↗

We note your response to our prior comments 1 and 2. On pages 3 and S-4, you state that you are in the process of registering a wholly-owned subsidiary to do business in China, and, on pages 3 and S-5, you state that you have operating entities in China.

Rest of the question

Please provide a separately captioned section in the Summary of Information and Prospectus Supplement Summary explaining your current and planned corporate structure, including diagrams for each. Include a discussion of the purpose of your planned PRC subsidiary and describe the operations in which it will engage. Explain whether this will involve the use of a variable interest entity. To the extent material, discuss any attendant risks to this new PRC subsidiary or the business you plan to do in China and include cross references to relevant risk factors. Also, please clearly describe the operations of your operating entities in China and include cross references to relevant risk factors. Incorporation by Reference, page 2

to No. 2

As noted above in Response

No. 1, under the first bullet in the Summary of Information, the Company included in the Amendment disclosure that it had abandoned the process of forming a WFOE subsidiary in mainland China. The diagram inserted under the second bullet in the Summary of Information does not contemplate any new entities being added to the existing six (6) subsidiaries of the Company. The operations of the Company’s two Hong Kong subsidiaries are set forth in the fourth bullet of the Summary of Information. Read in the reply ↗

Please revise your disclosure on page 2 to specifically incorporate by reference your 6-K for the quarter ended June 30, 2021 filed on August 20, 2021.

to No. 3

In response to this comment, the list of documents incorporated by reference in the Amendment has been updated. Read in the reply ↗

We note your response to our prior comment 3. In your Summary of Information on page 3 and the Prospectus Supplement Summary on page S-4, describe any significant liquidity risks relating to your prior, current, or future corporate structure or operations in China, with cross-references to the more detailed discussion of these risks in the prospectus.

to No. 4

In response to this comment, the Amendment includes disclosure in the last bullet in the “Summary of Information,” which clarifies that “[s]ince the Company has no subsidiaries in mainland China and has terminated the process to form one in mainland China, the Company is not subject to liquidity risks in mainland China.” Read in the reply ↗

We note your response to our prior comment 5. Please revise your "Transfer of cash" and "Payment of dividends or distributions" discussions on page 7 to quantify the transactions discussed. Additionally, revise your "Payment of dividends or distributions" discussion to discuss the tax consequences of the transactions discussed therein Our Business, page 4

to No. 5

In response to the Staff’s comments, we have quantified the “Transfer of cash” and “Payment of dividends or distributions” on page 13. Read in the reply ↗

We note your response to our prior comment 7, and reissue in part. In that regard, please: • Revise to provide quantitative information regarding each of your hosting agreements with Compute North, Link Global, and Digihost, regarding, for example, fees and profit sharing; • Disclose the material terms of your agreement with BlockFusion USA, including quantitative terms; • Provide a brief description of any

Rest of the question

regulations in Canada that impact your operations; • Further disclose the material terms of your custodian agreements with Matrixport Cactus and Copper, including for example in what manner they are required to store your digital assets, whether they are contractually required to hold your digital assets in cold storage, what security precautions your custodians are required to undertake, what inspection rights you have, and what type of insurance your custodians are required to have to protect you from loss; • Identify the factors that management considers when evaluating market conditions in considering whether to sell bitcoin; • Disclose whether your custodians store all digital assets you own, including stablecoins, or explain in sufficient detail how you store such stablecoins; • Disclose whether you hold any insurance for your digital assets, and, if so, provide a brief description of the insurance; and • State the interest rate you charge on bitcoin loans that you make. Risk Factors, page 10

to No. 6

In response to this comment, the Company revised the disclosure appearing in “Summary of Information – Our Company,” starting on page 6 of the Prospectus. Specifically, the Company notes for the Staff that:

All quantitative information concerning the three (3) hosting agreements have been described under “Our Company - Hosting Agreements.”

All material terms of the agreement with Blockfusion USA including quantitative terms have been described under “Our Company - Hosting Agreements.”

Canadian regulations are described with “Our Company - Hosting Agreements - Link Global

Rest of the answer

Technologies, Inc.” and “Risks Factors – Risks Related to Canadian Government Regulations.” The Company has a non-material number of miners in Alberta, Canada.

The material terms of the Custodian Agreements with Matrixport Cactus Custody and Copper are set forth under “Our Company - Custodian Accounts.”

Read in the reply ↗

We note your response to our prior comment 8. Disclose in the "Our Business" section beginning on page 4, whether you continued any bitcoin mining operations after any government mining bans in China, national or otherwise, were put into effect. To the extent you continued any mining operations after any bans were put into effect, provide specific risk factor disclosure addressing the possible consequences.

Rest of the question

In that regard we note that in May 2021 the Chinese government targeted virtual currency mining, but you did not cease mining operations in China until June 2021.

No numbered answer found in the reply. Read the reply ↗

We note your response to our prior comment 10. You state on page 16 that "due to [y]our past mining operations in China, [you] may be deemed to be a 'data processor carrying out data processing activities' under the Measures." In light of this, disclose why you believe you "currently are not required to obtain clearance from the CAC before [y]our listing in the United States under the recently enacted or proposed

Rest of the question

regulations or rules."

to No. 7

In response to this comment, we have added disclosures on the cover page of the prospectus; on page 5 in the fourth bullet under Summary of Information; page 9 under “Migration and Status of Mining Operations”; and page 18 under Risk Factors – “We may be subject to fines and penalties for any noncompliance with or liabilities in our historical business in China in a certain period from now on.”

8. We note your response to our prior comment

10.

Rest of the answer

You state on page 16 that “due to [y]our past mining operations in China, [you] may be deemed to be a ‘data processor carrying out data processing activities’ under the Measures.” In light of this disclosure, why do you believe you “currently are not required to obtain clearance from the CAC before [y]our listing in the United States under the recently enacted or proposed regulations or rules.”

Response to No. 8

In response to this comment, the Company has revised its disclosure, including on page 21 of the Prospectus under “Risks Factors – We may be subject to recently announced Measures from the Cyberspace Administration of China concerning the collection of data and required to obtain clearance from the CAC.”

Read in the reply ↗

Please expand your disclosure on the prospectus cover page to provide a description of how cash is transferred through your organization. State whether any transfers, dividends, or distributions have been made to date.

to No. 1. This comment has been complied with. Disclosure has been made as to the transfer or cash and other assets and the payment of dividends and distributions to date. Read in the reply ↗

Please remove the disclosure on the cover page that recent statements and regulatory actions by China's government "are not expected to result in an adverse impact on [y]our corporate structure going forward or have a material change in [y]our operations and/or the value of [y]our securities or significantly limit or completely hinder [y]our ability to offer or continue to offer securities to investors or cause the

Rest of the question

value of such securities to significantly decline or be worthless," and that you "do not believe such developments will adversely impact the Company’s ability to conduct its business, accept foreign investments, or continued listing on Nasdaq or decrease the value of [y]our securities and/or significantly limit or completely hinder [y]our ability to offer or continue to offer our securities to investors." Your cover page should highlight the risks posed by having been a China-based issuer and by your previous and current operations in China. In this regard, we note your disclosure on pages 15 to 20.

to No. 2. This comment has been complied with. We revised the disclosure concerning recent statements and regulatory actions by China’s government and replaced them with the material risks posed by having been a China-based issuer and by our previous and current operations in China, which are provided in greater detail under “Risk Factors” commencing on page 15. Read in the reply ↗

We note your responses to our prior comments 1 and 2 and reissue in part. On page 1, you continue to state that you currently conduct your business through your "operating entities in China." In addition, on page 2 you disclose that your operations in China include "the deployment of [your] crypto assets by Bit Digital Strategies Limited." If you continue to have operating subsidiaries in China, please explain why

Rest of the question

they are not depicted in the diagram on page 2. Additionally, if applicable, please provide a separately captioned section in the Prospectus Summary explaining your current corporate structure, and clearly describe the operations of your operating entities in China and include cross references to relevant risk factors. Also, revise for consistency with your disclosure on page 2 where you state that you have no subsidiaries in mainland China. Finally, please clarify your current business operations in Hong Kong, and disclose whether your business operations in Hong Kong will continue given that all of your mining operations are conducted in the United States and Canada.

to No. 3. This comment has been complied with. We do not have any operating subsidiaries in mainland China, or elsewhere, other than the six that are described in the diagram. We deleted the reference on page 1 that our Hong Kong subsidiaries are “our operating subsidiaries in

China.” Thus, the sole limited operations in China are set forth in the first bullet under the Corporate Structure diagram along with a cross-reference to relevant risk factors. Read in the reply ↗

We note your disclosure on page 2 that no permissions have been requested from the CSRC or the CAC. Please disclose the consequences if such permissions should have been requested and obtained. In addition, revise your disclosure on page 2 to address the fact that there is pending legislation that would reduce the number of consecutive noninspection years required for triggering prohibitions under the HFCA Act from

Rest of the question

three years to two years.

to No. 4. This comment has been complied with. The second bullet under the diagram has been expanded to set forth the consequences if permission should have been requested from the CSRC or the CAC. The third bullet under the diagram has been expanded to disclose the fact there is pending legislation that would reduce the number of consecutive non-inspection years required for triggering prohibitions under the HFCA from three years to two years. Read in the reply ↗

Please describe the "security interest in the miners and other equipment" that you granted to Compute North. In addition, we note that the term of your agreement with Compute North is for the remainder of any Equipment Term. Please disclose the remainder of your current Equipment Terms.

to No. 5. This comment has been complied with. The security interest has been described exactly as it is provided in the contract. The remainder terms of the two batches of miners have been disclosed. Disclosure has been made of the current status of operations at both Compute North and

Link Global. Read in the reply ↗

Refer to your response to comment 5. Please disclose whether your custodians store all digital assets you own, including stablecoins, or explain in sufficient detail how you store such stablecoins. In addition, state whether you hold any insurance for your digital assets, and, if so, provide a brief description of the insurance.

Rest of the question

In this regard, we note your disclosure on page 7 that you are actively seeking insurance for your digital assets. Currency Transactions, page 7

to No. 6.

This comment has been complied with. We have disclosed that the custodians store all digital assets we own, including bitcoins, stablecoins, ETH or WBTC tokens. We have expanded the discussion of the amounts of insurance maintained by our custodians on our digital assets. Read in the reply ↗

We note your disclosure that you exchange bitcoins for USDT or USDC. Please disclose the risks associated with such digital assets, including the risk of volatility of the digital assets and the risk that such digital assets could be deemed securities under the U.S. federal securities laws.

Rest of the question

Please describe your internal processes for how you determine whether the digital assets you hold are securities within the meaning of the U.S. federal securities laws and clarify that such processes are risk based assessments and are not a legal standard or binding on regulators. Please also tell us whether you have any plans to hold any other types of digital assets in the future, and, if so and if known, identify such digital assets, and describe how you would make a determination of whether to hold other types of digital assets.

to No. 7. This comment has been complied with. We have disclosed the risks on holding bitcoins, ETH, WBTC tokens and stablecoins from both an SEC standpoint, as well as the volatility of digital assets. We have disclosed how we determine whether digital assets are securities, that we have temporarily taken and may from time to time temporarily take receipt of immaterial amounts of other digital assets, and that other than bitcoin, stablecoins, WBTC tokens and ETH, we have no plans to hold material amounts of any other types of digital assets in the future.

Rest of the answer

A cross-reference has been made to the appropriate risk factors.

Read in the reply ↗

Please disclose why you hold digital assets other than Bitcoin.

to No. 8. This comment has been complied with. We have disclosed under Custodian Accounts and Currency Transactions that we only sell Bitcoin where there is a need to fund working capital and the purchase of mining equipment, as well as for deployment by our subsidiary Bit Digital Strategies Limited. Read in the reply ↗

Please remove the disclosure on the cover page that recent statements and regulatory actions by China's government are not expected "to adversely impact the Company's ability to conduct its business, accept foreign investors, or continued listing on Nasdaq, which would decrease the value of your securities and/or significantly limit or completely hinder [y]our ability to continue to offer [y]our securities to

Rest of the question

investors." Your cover page should highlight the risks posed by having been a China-based issuer and by your previous and current operations in China. In this regard, we note your disclosure on pages 12 to 18.

18. Response to No. 1. This comment has been complied with. We revised the disclosure concerning recent statements and regulatory actions by China’s government and replaced them with the material risks posed by having been a China-based issuer and by our previous and current operations in China, which are provided in greater detail under “Risk Factors” commencing on page 12. Read in the reply ↗

Please expand your disclosure on the prospectus cover page to provide a description of how cash is transferred through your organization. State whether any transfers, dividends, or distributions have been made to date.

to No. 2. This comment has been complied with. Disclosure has been made as to the transfer or cash and other assets and the payment of dividends and distributions to date. Read in the reply ↗

Please disclose the current state of your operations in China and Hong Kong. In this regard, on page 1 you continue to state that you currently conduct your business through your "operating entities in China." In addition, on page 2 you disclose that your operations in China include "the deployment of [your] crypto assets by Bit Digital Strategies Limited." If you continue to have operating subsidiaries in China,

Rest of the question

please explain why they are not depicted in the diagram on page 1. Additionally, if applicable, please provide a separately captioned section in the Prospectus Summary explaining your current corporate structure, and clearly describe the operations of your operating entities in China and include cross references to relevant risk factors. Also, revise for consistency with your disclosure on page 2 where you state that you have no subsidiaries in mainland China. Finally, please clarify your current business operations in Hong Kong, and disclose whether your business operations in Hong Kong will continue given that all of your mining operations are conducted in the United States and Canada.

to No. 3. This comment has been complied with. We do not have any operating subsidiaries in mainland China, or elsewhere, other than the six that are described in the diagram. We deleted the reference on page 1 that our Hong Kong subsidiaries are “our operating subsidiaries in China.”

Thus, the sole limited operations in China are set forth in the first bullet under the Corporate Structure diagram along with a cross-reference to relevant risk factors. Read in the reply ↗

We note your disclosure on page 2 that no permissions have been requested from the CSRC or the CAC. Please disclose the consequences if such permissions should have been requested and obtained. In addition, revise your disclosure on page 2 to address the fact that there is pending legislation that would reduce the number of consecutive noninspection years required for triggering prohibitions under the HFCA Act from

Rest of the question

three years to two years.

to No. 4. This comment has been complied with. The second bullet under the diagram has been expanded to set forth the consequences if permission should have been requested from the CSRC or the CAC. The third bullet under the diagram has been expanded to disclose the fact there is pending legislation that would reduce the number of consecutive non-inspection years required for triggering prohibitions under the HFCA from three years to two years. Read in the reply ↗

Please describe the "security interest in the miners and other equipment" that you granted to Compute North. In addition, we note that the term of your agreement with Compute North is for the remainder of any Equipment Term. Please disclose the remainder of your current Equipment Terms.

to No. 5. This comment has been complied with. The security interest has been described exactly as it is provided in the contract. The remainder terms of the two batches of miners have been disclosed. Disclosure has been made of the current status of operations at both Compute North and Link

Global. Read in the reply ↗

Please disclose whether your custodians store all digital assets you own, including stablecoins, or explain in sufficient detail how you store such stablecoins. In addition, state whether you hold any insurance for your digital assets, and, if so, provide a brief description of the insurance. In this regard, we note your disclosure on page 7 that you are actively seeking insurance for your digital assets.

to No. 6. This comment has been complied with. We have disclosed that the custodians store all digital assets we own, including bitcoins, stablecoins, ETH or

WBTC tokens. We have expanded the discussion of the amounts of insurance maintained by our custodians on our digital assets. Read in the reply ↗

We note your disclosure that you exchange bitcoins for USDT or USDC. Please disclose the risks associated with such digital assets, including the risk of volatility of the digital assets and the risk that such digital assets could be deemed securities under the U.S. federal securities laws.

Rest of the question

Please describe your internal processes for how you determine whether the digital assets you hold are securities within the meaning of the U.S. federal securities laws and clarify that such processes are risk based assessments and are not a legal standard or binding on regulators. Please also tell us whether you have any plans to hold any other types of digital assets in the future, and, if so and if known, identify such digital assets, and describe how you would make a determination of whether to hold other types of digital assets.

to No. 7. This comment has been complied with. We have disclosed the risks on holding bitcoins, ETH, WBTC tokens and stablecoins from both an SEC standpoint, as well as the volatility of digital assets. We have disclosed how we determine whether digital assets are securities, that we have temporarily taken and may from time to time temporarily take receipt of immaterial amounts other digital assets, and that other than bitcoin, stablecoins,

WBTC tokens and ETH, we have no plans to hold material amounts of any other types of digital assets in the future.

Rest of the answer

A cross-reference has been made to the appropriate risk factors.

Read in the reply ↗

Please disclose why you hold digital assets other than Bitcoin. Risk Factors, page 12

to No. 8. This comment has been complied with. We have disclosed under Custodian Accounts and Currency Transactions that we only sell Bitcoin where there is a need to fund working capital and the purchase of mining equipment, as well as for deployment by our subsidiary Bit Digital Strategies

Limited. Read in the reply ↗

Please expand your risk factor disclosure to discuss that the United States Senate passed the Accelerating Holding Foreign Companies Accountable Act, which, if enacted, would decrease the number of non-inspection years from three years to two, thus reducing the time period before your securities may be prohibited from trading or delisted.

Rest of the question

We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement.

to No. 9. This comment has been complied with. On page 18 under the title “Regulatory Bodies of the United State may be limited in their ability to conduct investigations or inspections of our operations in China.” Read in the reply ↗

Refer to your response to comment 8. On page 8, you disclose that "other than bitcoin, stablecoins, WBTC tokens and ETH, [you] have no plans to hold material amounts of any other types of digital assets in the future." Please disclose whether you have plans to hold material amounts of stablecoins, WBTC tokens and ETH, and, if so, disclose the business reasons for holding material amounts of such digital assets.

Rest of the question

In addition, please disclose the specific stablecoins you plan to hold as well as the other types of digital assets you plan to hold in the future, regardless of the amount of any such digital assets.

to No. 1

This comment has been complied with.

We have made the following disclosure under Digital Asset Transactions on p. 8: “We use Amber Group’s OTC desk for selling or exchanging bitcoins for US dollars, USDT (Tether, a stablecoin) or USDC (USD coin, a stablecoin) WBTC tokens, or ETH (Ethereum token).

We have held and may continue to hold these digital assets in order to fund working capital, to purchase mining equipment and for other general corporate purposes.

Rest of the answer

We have temporarily taken and may from time to time temporarily take receipt of other digital assets, the amounts of which have not been material. Other than bitcoin, stablecoins, WBTC tokens and ETH, we have no plans to hold material amounts of any other types of digital assets in the future.”

Read in the reply ↗

We note that you have removed a part of this risk factor relating to the PRC legal system and uncertainties in enforcement of laws, rules and regulations in China. Please revise this risk factor to add back the removed disclosure.

to No. 2

The removed disclosure has been added back. It is consistent with the risk factor disclosure on the cover page under “Uncertainties in the interpretation and enforcement of Chinese laws and regulations could limit the legal protections available to us.” Read in the reply ↗

Refer to your response to comment 7. We note your disclosure that you exchange bitcoins for USDT or USDC. Please disclose the risks associated with such digital assets, such as the risk of volatility of the digital assets. In addition, please describe in more detail your internal processes for how you determine whether the digital assets you hold or plan to hold are securities within the meaning of the U.S.

Rest of the question

federal securities laws.

to No. 3

This comment has been complied with under the risk factor titled, “A particular digital asset’s status as a “security” in any relevant jurisdiction is subject to a high degree of uncertainty and if a regulator disagrees with our characterization of a digital asset, we may be subject to regulatory scrutiny, investigations, fines, and other penalties, which may adversely affect our business, operating results and financial condition.

Rest of the answer

Furthermore, a determination that Bitcoin or any other digital assets that we own or mine is a “security” may adversely affect the value of Bitcoin and our business”.

Read in the reply ↗

Refer to your response to comment 8. On page 7, you disclose that "other than bitcoin, stablecoins, WBTC tokens and ETH, [you] have no plans to hold material amounts of any other types of digital assets in the future." Please disclose whether you have plans to hold material amounts of stablecoins, WBTC tokens and ETH, and, if so, disclose the business reasons for holding material amounts of such digital assets.

Rest of the question

In addition, please disclose the specific stablecoins you plan to hold as well as the other types of digital assets you plan to hold in the future, regardless of the amount of any such digital assets.

to No. 1

This comment has been complied with.

We have made the following disclosure under Digital Asset Transactions on p. 7: “We use Amber Group’s OTC desk for selling or exchanging bitcoins for US dollars, USDT (Tether, a stablecoin) or USDC (USD coin, a stablecoin) WBTC tokens, or ETH (Ethereum token).

We have held and may continue to hold these digital assets in order to fund working capital, to purchase mining equipment and for other general corporate purposes.

Rest of the answer

We have temporarily taken and may from time to time temporarily take receipt of other digital assets, the amounts of which have not been material. Other than bitcoin, stablecoins, WBTC tokens and ETH, we have no plans to hold material amounts of any other types of digital assets in the future.”

Read in the reply ↗

Please revise the last sentence in the second paragraph of this section to add back "ETH" and "WBTC," or advise why you have removed these digital assets from the list. Risk Factors, page 13

to No. 2 Read in the reply ↗

We note that you have removed a heading of a risk factor on page 40 relating to determining a status of a digital asset as a security. Please include the removed subheading related to this risk. In addition, refer to your response to comment 7. We note your disclosure that you exchange bitcoins for USDT or USDC.

Rest of the question

Please disclose the risks associated with such digital assets, such as the risk of volatility of the digital assets. In addition, please describe in more detail your internal processes for how you determine whether the digital assets you hold or plan to hold are securities within the meaning of the U.S. federal securities laws.

to No. 3

This comment has been complied with on page 40 under the risk factor titled, “A particular digital asset’s status as a “security” in any relevant jurisdiction is subject to a high degree of uncertainty and if a regulator disagrees with our characterization of a digital asset, we may be subject to regulatory scrutiny, investigations, fines, and other penalties, which may adversely affect our business, operating results and financial condition.

Rest of the answer

Furthermore, a determination that Bitcoin or any other digital assets that we own or mine is a “security” may adversely affect the value of Bitcoin and our business”.

Read in the reply ↗

We note that you have removed a part of this risk factor relating to the PRC legal system and uncertainties in enforcement of laws, rules and regulations in China. Please revise this risk factor to add back the removed disclosure.

to No. 4

The removed disclosure has been added back. It is consistent with the risk factor disclosure on the cover page under “Uncertainties in the interpretation and enforcement of Chinese laws and regulations could limit the legal protections available to us.” Read in the reply ↗

Refer to your response to comment 1. Please disclose the specific stablecoins you plan to hold as well as the other types of digital assets you plan to hold in the future, regardless of the amount of any such digital assets.

Rest of the question

In this regard, we note your disclosure here that "[o]ther than bitcoin, stablecoins, WBTC tokens and ETH, we have no plans to hold material amounts of any other types of digital assets in the future." In addition, please disclose whether you plan to hold material amounts of stablecoins, WBTC tokens and ETH, and, if so, please state the reason for holding material amounts of WBTC, stablecoins and WBTC tokens.

No. 1

This comment has been complied with. The disclosures previously on page 7 in the next to last paragraph under “Migration and Status of Mining Operations” have been combined with the first paragraph under “Digital Asset Transactions” on page 8 in response to this comment. Read in the reply ↗

Refer to your response to comment 3. We note your disclosure that "[s]tablecoins today are backed by fiat currency, such as the U.S. dollar." Please note that there is no accepted definition of "stablecoin" and not all are backed by fiat currency. Please remove this term throughout and specifically identify the digital assets you intend to hold.

to No. 2

This comment has been complied with.

References to “stablecoin” have been deleted throughout the prospectus. Read in the reply ↗

Please update your disclosure to reflect that the Commission adopted rules to implement the HFCAA and that, pursuant to the HFCAA, the PCAOB has issued its report notifying the Commission of its determination that it is unable to inspect or investigate completely accounting firms headquartered in mainland China or Hong Kong.

Rest of the question

In addition, please revise your cover page, summary section and risk factors section to disclose whether your auditor is subject to the determinations announced by the PCAOB on December 16, 2021 and whether and how the HFCAA and related regulations will affect your company. Risk Factors, page 13

to No.1

This comment has been complied with on p. 2 and under “Risk Factors – Regulatory bodies of the United States may be limited in their ability to conduct investigations or inspections of our operations in China” on p. 19. Read in the reply ↗

We note your disclosure regarding your Hong Kong subsidiaries. Please revise your risk factors section to disclose the risks related to your business operations in Hong Kong, including a discussion of the impact if certain PRC laws and regulations were to become applicable in Hong Kong and the risk that the subsidiaries could become subject to the direct oversight of the PRC government at any time due to changes in

Rest of the question

laws or other unforeseeable reasons, as well as recent policy pronouncements by the PRC government regarding business activities of US-listed Chinese businesses. Please also add a summary of these risks to your cover page.

to No. 2

This comment has been complied with in the last bullet on the cover page of the prospectus, and under a new Risk Factor on p. 19, titled “Our Hong Kong subsidiaries could become subject to the direct oversight of the PRC government at any time if the National laws of Mainland China are applied to Hong Read in the reply ↗

Please update your disclosure to reflect that the Commission adopted rules to implement the HFCAA and that, pursuant to the HFCAA, the PCAOB has issued its report notifying the Commission of its determination that it is unable to inspect or investigate completely accounting firms headquartered in mainland China or Hong Kong.

Rest of the question

In addition, please revise your cover page, summary section and risk factors section to disclose whether your auditor is subject to the determinations announced by the PCAOB on December 16, 2021 and whether and how the HFCAA and related regulations will affect your company. Risk Factors, page 13

to No.1

This comment has been complied with on p. 2 and under “Risk Factors – Regulatory bodies of the United States may be limited in their ability to conduct investigations or inspections of our operations in China” on p. 20. Read in the reply ↗

We note your disclosure regarding your Hong Kong subsidiaries. Please revise your risk factors section to disclose the risks related to your business operations in Hong Kong, including a discussion of the impact if certain PRC laws and regulations were to become applicable in Hong Kong and the risk that the subsidiaries could become subject to the direct oversight of the PRC government at any time due to changes in

Rest of the question

laws or other unforeseeable reasons as well as recent policy pronouncements by the PRC government regarding business activities of US-listed Chinese businesses. Please also add a summary of these risks to your cover page.

to No. 2

This comment has been complied with in the last bullet on the cover page of the prospectus, and under a new Risk Factor on p. 21, titled “Our Hong Kong subsidiaries could become subject to the direct oversight of the PRC government at any time if the National laws of mainland China are applied to Hong

Kong.”

We are also responding to the

Staff’s Comment Letter dated January 19, 2022 concerning Amendment No. 4 to Registration Statement on Form F-3 No. 333-260241 Read in the reply ↗

Please revise your disclosure on pages 2 and 19 to clarify that on December 2, 2021, the SEC adopted amendments to finalize rules implementing the HFCAA. In this regard, please note that the HFCAA finalized by the SEC differs from the Accelerating Holding Foreign Companies Act, which was passed by the Senate in June 2021. Please revise your disclosure to clarify that the U.S.

Rest of the question

Senate passed the Accelerating Holding Foreign Companies Accountable Act, which, if enacted, would amend the HFCAA to reduce the number of "non-inspection years" from three years to two years, and thus, would reduce the time before your securities may be prohibited from trading or delisted.

to No. 1

This comment has been complied with on pages 2 and 19. Read in the reply ↗

Refer to your response to comment 1. On page 19, we note that you continue to state that "[o]n December 2, 2021, the SEC adopted amendments to finalize rules implementing the HFCA Act, requiring the SEC to prohibit an issuer’s securities from trading on any U.S.

Rest of the question

stock exchanges if its auditor is not subject to PCAOB inspection for two consecutive years instead of three." Please revise to clarify that, on December 2, 2021, the SEC adopted amendments to finalize rules implementing the HFCAA, which requires the SEC to prohibit an issuer's securities from trading on a U.S. national securities exchange and in the over-the-counter market if the auditor is not subject to PCAOB inspection for three years. In addition, please replace your deleted disclosure describing the impact of the HFCAA, which stated that "[a]ccordingly, [y]our securities may be prohibited from trading on the Nasdaq or other U.S. stock exchange if [y]our auditor is not inspected by the PCAOB for three consecutive years, and this ultimately could result in [y]our ordinary shares being delisted."

No. 1

This comment has been complied with on pages 2 and 20. Read in the reply ↗

Please remove your reference to stablecoins in the first paragraph of this section, and disclose the specific stablecoins, if any, you hold or intend to hold. Risk Factors, page 13

No. 1

This comment has been complied with. Read in the reply ↗

We note that you added the following statement: "[r]ecent statements and regulatory actions by China’s government, such as those related to the use of variable interest entities (VIEs) and ban on digital asset transactions and data security or anti-monopoly concerns, may have an adverse effect on the Company in view of its prior operations, but are not expected to result in an adverse impact on our corporate

Rest of the question

structure going forward or have a material change in our operations and/or the value of our securities or significantly limit or completely hinder our ability to offer or continue to offer securities to investors or cause the value of such securities to significantly decline or be worthless." In addition, you removed the following statement: "[t]hese risks and others could result in a material change in the value of our securities and/or significantly limit or completely hinder our ability to offer or continue to offer our securities to investors and cause the value of such securities to significantly decline or be worthless." Please revise this paragraph to remove the first statement because it appears to be a disclaimer not appropriate for an introduction to the risk factors section. In addition, replace the second statement because you continue to have subsidiaries in Hong Kong.

No. 2

We would very much appreciate hearing from you as to when we may submit an accelerated request. Read in the reply ↗

Please provide us with a legal analysis that details why you continue to qualify as a foreign private issuer after moving your operations to North America. Refer to Rule 405 of Regulation C under the Securities Act of 1933.

No. 1

Rule 405 of Regulation C under the Securities Act of 1933 (the “Act”) defines a foreign private issuer (an “FPI”) as:

any foreign issuer other than a foreign government except an issuer meeting the following conditions:

(a) More than 50% of the outstanding voting securities of such issuer are directly or indirectly owned of record by residents of the United States;

and

(b) Any of the following:

1. The majority of the executive officers or directors are United States citizens or residents; Read in the reply ↗

Please revise your cover page to disclose whether your auditor is subject to the determinations announced by the PCAOB on December 16, 2021 and whether and how the Holding Foreign Companies Accountable Act and related regulations will affect your company.

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In addition, please add a cross-reference to where the determination announced by the PCAOB on December 16, 2021 and the Holdings Foreign Companies Accountable Act are discussed in greater detail.

More than 50% of the assets of the issuer are located in the United States; or Read in the reply ↗

Please remove the second bullet point on page 6 that states "since the Company has no PRC subsidiaries in mainland China and has terminated the process to form one in mainland China, the Company is not subject to liquidity risks in mainland China." In this regard we note that the Summary of Information section is intended to contain a summary of material risks.

No. 2

This comment has been complied with. New disclosure has been added to the cover page of the Amendment with appropriate cross-references to where the PCAOB’s determinations were discussed in greater detail.

Summary of Information, page 4

3. Please remove the second bullet point on page 6 that states "since the Company has no PRC subsidiaries in mainland China and has terminated the process to form one in mainland China, the Company is not subject to liquidity risks in mainland China." In this regard we note that the Summary of Information section is intended to contain a summary of

Rest of the answer

material risks.

Response No. 3

This comment has been complied with. The second bullet has been removed in the Amendment.

Read in the reply ↗

We note your disclosure on page 5 that "[n]otwithstanding the termination of [y]our bitcoin mining operations in China, [you] presently intend to continue [y]our limited administrative activities described above in China and Hong Kong through our Hong Kong subsidiaries, in order to take advantage of [y]our existing bitcoin mining relationships and continue to access the spot market and Chinese manufacturers of

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bitcoin mining equipment." Please disclose whether you may have difficulties in transferring cash to or from your Hong Kong subsidiaries and whether you could have difficulties transferring the bitcoin mining equipment from your Hong Kong subsidiaries to your other subsidiaries. In addition, address this risk in your risk factors section.

No. 4

This comment has been complied with under “Summary of Information” and under “Risk Factors” in the Amendment. Read in the reply ↗

To the extent that any of your officers and directors are located in China or Hong Kong, please add a risk factor that addresses the difficulty of bringing actions against these individuals and enforcing judgments against them. In this regard, we note your disclosure in the last paragraph in your Enforceability of Civil Liabilities section on page 59.

The Company respectfully advises that, in light of this comment, the Company has revised its disclosure on the cover page of the

Prospectus; and under the heading “Risk Factors - You may experience difficulties in effecting service of legal process and enforcing judgments against us and our management, and the ability of U.S. authorities to bring actions abroad” on page 57;

and on the Prospectus Supplement cover page. Read in the reply ↗

We note your disclosure on page 109 regarding transactions with related parties. Please revise to provide the complete disclosure called for by Item 7.B of Form 20-F and specifically address each related party transaction for the preceding three financial years through the date of the information currently provided.

This comment has been complied with. Read in the reply ↗

We note that your auditor’s consent filed under Exhibit 23.1 is undated. In your next amendment, please provide currently dated and signed consents from your auditors, as applicable.

This comment has been complied with.

Please advise as to when we may submit an acceleration request. Read in the reply ↗

Please revise your future filings to provide a discussion of your financial condition and changes in financial condition as required by Item 303(a) of Regulation S-K and Item 5 of Form 20-F.

to the Staff’s comment, we will revise our future filings to provide such discussion. Read in the reply ↗

We note your disclosure of the reinvestment rate of existing lenders and re-borrowing rate for existing borrowers that you have identified as Key Operating Metrics. Please provide us with the calculations for the disclosed measures and explain why you believe your calculation is appropriate to explain the reinvestment rate of lenders and the re-borrowing rate.

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Please also revise your future filings to clearly disclose how these measures are calculated.

to the Staff’s comment, we will file an amendment on Form 20-F/A to include below disclosure as well as to include below disclosure in future filings to clarify how these measures are calculated:

Reinvestment rate: Reinvestment rate is equal to the lenders who have invested twice or more during the quarter, divided by total lenders during the quarter.

Re-borrowing rate: Re-borrowing rate is equal to the borrowers who have borrowed twice or more during the quarter, divided by total borrowers during the quarter.

Based on the foregoing, we believe that our calculation appropriately explains

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the reinvestment rate of lenders and the re-borrowing rate.

Read in the reply ↗

We note disclosure on page 86 that Ms. Jing Leng has been serving as your Chief Financial Officer since June 25, 2018. Additionally, we also note that Ms. Leng also serves as the financial manager of China Rapid Finance Limited (China Rapid). Please tell us and revise your future filings to address the following: • Disclose the amount of time Ms.

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Leng devotes to Golden Bull Limited and any associated risks related to her employment with China Rapid; • Disclose the extent to which you deem China Rapid to be a competitor; and • Disclose any potential conflicts of interest and how you manage them.

to the Staff’s comment, we will revise the future filings to include the following risk factors related to Ms. Leng’s prior employment with China

Rapid:

Ms. Jing Leng’s prior employment with our indirect competitor may expose the Company to potential legal disputes or conflicts of interest.

M. Jing Leng served as Financial Manager of China Rapid Finance Limited (“China Rapid”) from January 3, 2017 to June 22, 2018.

Rest of the answer

China Rapid predominantly offers consumer loans for the credit needs of what they refer to as Emerging Middle-class, Mobile Active consumers (“EMMAs”).

Consumer loans typically have loan terms lasting from between two weeks and three months, and have loan principal amounts between

RMB 500 (approximately US $77) to RMB 6,000 (approximately US $922). On the other hand, we focus on a different market segment and facilitate loans exclusively to borrowers that provide automobiles as a form of security to lenders. In many instances, third-party institutions also provide a guarantee to lenders as an additional layer of security. The automobiles that are secured must be owned by the borrower and may not be encumbered by existing loans. We require that the size of each loan be no more than 70% of the value of the collateral of such loan. The loan term we provide for our borrowers ranges between 30 days to 540 days, and have principal amounts generally between RMB 20,000 (approximately US $2,899) to RMB 400,000 (approximately US $57,935).

While both the Company and China Rapid are in the same P2P industry, we and China Rapid focus on different market segments and are thus indirect competitors. We focus on bigger loans using automobiles as collateral while China Rapid focuses on smaller loans. There is little direct competition between the Company and China Rapid.

Nevertheless, since Ms. Jing Leng had previously entered into an employment agreement with non-disclosure provision with China Rapid during her employment there, in the event China

Rapid claims that Ms. Jing Leng breached her confidentiality obligations pursuant to the terms of that employment agreement, China

Rapid may have a cause of action against Ms. Jing Leng for a breach of contract and against the Company for unfair competition, which may have negative impact on our reputation and cause distraction to management

Read in the reply ↗

Please tell us and revise future filings to clearly identify each material weakness and to provide additional detail regarding how the deficiency in internal control in each material weakness impacted financial reporting.

to the Staff’s comment, we will include below revised disclosure in Item15 of future filings to identify each material weakness and to provide additional detail regarding how the deficiency in internal control in each material weakness impacted financial reporting:

Based on this assessment, management determined that, as of December 31, 2018, we did not maintain effective internal control over financial reporting due to the existence of the following significant deficiencies and material weaknesses:

●

Lack of sufficient full-time personnel with appropriate levels of accounting knowledge

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and experience to monitor the daily recording of transactions, address complex U.S. GAAP accounting issues, and prepare and review financial statements and related disclosures under U.S. GAAP, and as a result, the Company may not be able to identify and monitor significant accounting issues appropriately on a timely basis;

Lack of a functional internal audit department or personnel that monitors the consistencies of the preventive internal control procedures, and as a result, the Company may not be able to discover the existence of problems and prevent the problematic behavior in internal control;

Lack of adequate policies and procedures in internal audit function to ensure that the Company’s policies and procedures have been carried out as planned;

Lack of reviewed documentation for management’s approval on aging analysis and as a result, the Company may not be able to accrue provision for bad debt appropriately on a timely basis;

Lack of sufficient monitoring of the employee resignation procedure, which may result in an inaccurate number of employees in the annual report;

Lack of well-structured IT general control policies and procedures for documentation of program changes, periodic transaction log reviews, control quality evaluations, backup restoration tests and centralized anti-virus detections, which may result in failure to accurately collect operational data to prepare the financial statements.

Read in the reply ↗

Please tell us how you concluded that your disclosure controls and procedures were effective as of December 31, 2018, considering that your internal control over financial reporting was not effective as of this date due to the significant deficiencies and material weaknesses identified. Your explanation should be comprehensive and address all of the components of the definition of disclosure controls and procedures.

Rest of the question

Please refer to Sections II.D and E of SEC Release 33-8238. If appropriate, please amend your Form 20- F to revise your conclusion regarding your disclosure controls and procedures.

Management believes our disclosure controls and procedures were not effective as of December 31, 2018 since our internal control over financial reporting was not effective as of that date. We will file an amendment to the Form 20-F to indicate such conclusion. Read in the reply ↗

We note that you have recognized a $810,863 deferred tax asset at December 31, 2018 related to net operating losses which can be carried forward for five years. We also note cumulative losses since your inception in 2015 and disclosure that you believe that a valuation allowance is not necessary because there will be sufficient operating income generated in future years.

Rest of the question

In determining the need for a deferred tax asset valuation allowance and considering the guidance in paragraphs 21 – 23 of ASC 740-10-30, forming a conclusion that a valuation allowance is not needed is difficult when there is negative evidence such as cumulative losses in recent years, which is considered a significant piece of negative evidence that is difficult to overcome. The weight given to the potential effect of negative and positive evidence should be commensurate with the extent to which it can be objectively verified. Please provide us an accounting analysis that details the specific positive and negative evidence you considered in determining that your deferred tax assets will more likely than not be realized at December 31, 2018. Your analysis should include but not be limited to: • An analysis of your historical taxable or US GAAP income, projected future tax or US GAAP income by year and a schedule detailing the amounts and years you expect to realize the benefits from your deferred tax assets. • For your projections of future tax or US GAAP income, please: o identify the most significant inputs and assumptions, o provide a qualitative and quantitative discussion of the inputs and assumptions to allow us to fully understand your projections, o provide specific evidence which supports the inputs and assumptions, and o provide a sensitivity analysis using reasonably likely alternatives for key assumptions. • An analysis comparing actual versus forecasted taxable income or US GAAP income for the interim period to date explaining the reasons for any significant differences. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff.

to the Staff’s comment, we have provided an accounting analysis below:

Our taxable income was $3.7 million, $7.0 million and $7.9 million for the years ended December 31, 2016, 2017 and 2018, respectively. The estimated taxable income is $9.59 million, $11.56 million, $13.95 million, $16.82 million and $20.29 million for 2019, 2020, 2021, 2022 and 2023, respectively.

Rest of the answer

Estimated net profit is $0.61 million, $0.97 million, $1.16 million, $1.51 million and $2.07 million for 2019, 2020, 2021, 2022 and 2023, respectively.

The most significant assumption in our projection is the growth rate of loan volume. Since the Company only started its business operations from fiscal year 2015, the loan volumes processed increased significantly in the first 3 years from fiscal year 2015 to fiscal year 2017, we believed that it was not reasonable to use the growth rate calculated based on the fluctuations of these years. The growth rate from fiscal year

2017 to fiscal year 2018 provided a better indicator as the business operations of the Company stabilized. The Company used the growth rate of approximately 21% based on the fluctuation of loan volumes processed from fiscal year 2017 to fiscal year 2018 for the revenue projections. Sales tax and expenses are expected to increase with the increase in revenue; 21% was therefore used for the projection of these items as well. The Company estimates that rental expenses, salary expenses, and research & development expenses would increase at a rate of approximately 13% based on the average increase of these expenses from fiscal year 2017 to fiscal year 2018. Since the business consulting expenses and profession fees incurred in the fiscal year 2018 were mainly in relation of one-time IPO listing expenses, the Company expected that the amount in fiscal year 2019 would only be 50% of the amount recorded in fiscal year 2018 and have an average growth rate of 13% for the years to follow, similar to other general and administrative expenses.

We have provided our unaudited interim financial statements for the first quarter of 2019 to our auditors before our 2018 Form 20-F filing. The actual revenue for the first quarter of 2019 was $4.06 million, compared with $9.59 million for the full year of 2019 in the projection. The actual net profit for the first quarter of 2019 was $0.50 million, compared with $0.61 million for the full year of 2019 in the projection.

There is no significant difference between actual income and forecasted income. As a result, we determined that our deferred tax asset at December 31, 2018 should be realizable in the next 5 years before expiration.

Read in the reply ↗

We note your proposed revised disclosure in response to comment 4. Please ensure that your revised disclosure clearly identifies which of the listed items represented a material weakness that resulted in your determination that you did not maintain effective internal control over financial reporting as of December 31, 2018. Refer to Item 15(b)(3) of Form 20-F.

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Please also ensure the disclosure in your next Form 20-F clearly describes the changes in internal control over financial reporting that occurred during the year as part of your remediation activities and to clearly describe any remaining actions planned to remediate the identified material weaknesses.

In response to the Staff’s comment, we have revised our disclosures accordingly below and will also do so in our future filings:

Item 15 (b) Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule

13a-15(f).

Rest of the answer

Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with international financial reporting standards (“IFRSs”). Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or because the degree of compliance with policies or procedures may deteriorate. Under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, we conducted an assessment of the effectiveness of our internal control over financial reporting as of

December 31, 2018. The assessment was based on criteria established in the framework Internal Control—Integrated Framework

(2013), issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, management determined that, as of December 31, 2018, we did not maintain effective internal control over financial reporting due to the existence of the following material weaknesses:

o Lack of sufficient full-time personnel with appropriate levels of accounting knowledge and experience to monitor the daily recording of transactions, address complex U.S. GAAP accounting issues, and prepare and review financial statements and related disclosures under U.S. GAAP, and as a result, the Company may not be able to identify and monitor significant accounting issues appropriately on a timely basis;

o Lack of a functional internal audit department or personnel that monitors the consistencies of the preventive internal control procedures, and as a result, the Company may not be able to discover the existence of problems and prevent the problematic behavior in internal control;

o Lack of adequate policies and procedures in internal audit function to ensure that the Company’s policies and procedures have been carried out as planned; and o Lack of well-structured IT general control policies and procedures for documentation of program changes, periodic transaction log reviews, control quality evaluations, backup restoration tests and centralized anti-virus detections, which may result in failure to accurately collect operational data to prepare the financial statements.

o Lack of proper segregation of duties within accounting functions.

o Significant deficiencies were also detected at Dianniu, one of our VIEs, which in the aggregate, constitute a material weakness and create a reasonable likelihood that a material misstatement of our annual and interim financial statements will not be prevented or detected on a timely basis. Such deficiencies include: (i) lack of reviewed documentation for management’s approval on aging analysis and as a result, the Company may not be able to accrue provision for bad debt appropriately on a timely basis; and (ii) lack of sufficient monitoring of the employee resignation procedure, which may result in an inaccurate number of employees in the annual report.

As a company with limited resources, the Company does not have the resources to fund sufficient staff to ensure a complete segregation of responsibilities within the accounting function. However, management has carried out and is planning to undertake the following actions to remediate the material weakness described above:

(1) Recruiting qualified consultants with appropriate levels of knowledge and experience in U.S. GAAP reporting to assist in resolving accounting issues in non-routine or complex transactions;

(2) Setting up an Internal Audit Department and establishing formal internal control policies and procedures, implementing an ongoing initiative and training to relevant personnel,

(3) Providing continuous U.S. GAAP trainings to relevant employees;

(4) Making quarterly aging analyses, which will be reviewed and confirmed by the CFO;

(5) Further standardizing the employees’ resignation process; the resignation report of employees above the manager level (including managers) shall be approved by the CEO with approval records and signature;

(6) Setting up IT strategic plans, annual plans and budgeting for it to be consistent with business development, maintaining IT meeting minutes and communicating through emails with relevant departments, setting up IT Best Practice

Standards and evaluating the IT department performance annually, maintaining records for IT change authorizations, terminating user access rights the same day for any employees that leave the Company, standardizing and managing the anti-virus software with specific designated personnel, periodically reviewing the logs to identify any unusual transactions, performing restoration tests for backups regularly, evaluating third-party services annually, and terminating the ones with bad performance;

Read in the reply ↗

We note your response to comment 6. Please address the following: • References to “taxable income” in your response appear to represent “Total operating revenues, net” as presented in your statement of operations on page F-4. Please revise your analysis to instead provide us historical and forecasted PRC taxable operating income/(loss) with appropriate detail of the significant revenue and expense line items.

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Please provide us your historical results by quarter if available. • Please provide us your historical and forecasted US GAAP operating income/(loss) before taxes or taxable operating income/(loss) by country (i.e. PRC, Cayman Islands, etc.) and explain how historical income was generated for each country and ensure any differences in forecasted income/(loss) between countries is explained. • In your accounting analysis you have forecasted revenue (21%) and expense (13%) growth based only on increases experienced from fiscal 2017 to fiscal 2018. Please tell us how you considered in your analysis the potential for ongoing PRC regulatory reform and planned changes to your business model (i.e. entrance into car leasing business, production and sales for Internet of Things technology and technical consulting) in support of these revenue and expense growth rates. • You have also forecasted in your accounting analysis business consulting expenses and professional fees to decrease by 50% when compared to fiscal 2018 since you considered these expenses were mainly in relation to one-time IPO listing expenses. However, we note disclosure on pages 73-74 that business consulting expenses were due to the engagement of professional teams to monitor and provide business advice on your business in the area of human resource strategic management and business strategic management. Please update your analysis, based upon your changing business model, to explain in further detail how you have determined these significant expenses will reduce by 50% in future periods.

In response to the Staff’s comment, we have revised our analysis accordingly as below:

● Please refer to “Taxable Income and Reconciling Items” attached hereto as Exhibit A which provides our historical and forecasted PRC taxable operating income/(loss) with appropriate details regarding significant revenue and expense line items.

● Please refer to “Operating and Forecasted

Income by Country” attached hereto as Exhibit B which provides our historical and forecasted US GAAP operating income/(loss) before taxes or taxable operating income/(loss) by country.

● In our forecast, we used the

Rest of the answer

growth rate of 21% in revenue because the Company’s revenue level has been gradually increasing since the fourth quarter of 2018. In the first quarter of 2019, the operating result was made available at the end of April 2019, right before the 2018 20-F was filed, and the Company’s revenue increased 101% over the fourth quarter of 2018. Therefore, the Company used the growth rate of 21% in revenue based on the fluctuation of loan volumes processed from fiscal year 2017 to fiscal year 2018, which appears to be achievable and conservative for the Company according to the positive performance in the first quarter of 2019.

● We have forecasted business consulting expenses and professional fees to decrease by 50% when compared to fiscal 2018, because these expenses were mainly attributable to consulting services in the area of human resource strategic management and business strategic management related to IPO. The original projection and accounting analysis we provided was largely based on the March 31, 2019 quarterly performance which was made available at the end of April 2019 right before the 2018 20-F was filed. However, the overall performance of the P2P industry has declined in the second quarter of 2019 due to the increasingly stricter regulations of the P2P industry by the Chinese government.

As a P2P operator, we have also been affected, resulting in a sharp decline in the Company’s operations in the second quarter of 2019. Please refer to “New Forecast” attached hereto as Exhibit C which provides our revised forecast and accounting analysis.

Read in the reply ↗

For each reconciling item in your effective tax rate reconciliation for 2017 and 2018 on page F-19, please clearly tell us and revise your future filings, to the extent material, to explain: • the nature of the reconciling item, and • if the item represents income or expense and how the item is treated differently for taxes.

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Also, clearly explain to us why Cayman non-deductible expenses decrease your effective tax rate.

In response to the Staff’s comment, please refer to our explanation in Exhibit A attached hereto and we will also revise our future filings accordingly Read in the reply ↗

We note that 47% of your losses before taxes in 2018 is presented as foreign (i.e. non- PRC) on page F-19. Please tell us and revise future filings to clearly describe how income is generated in each geographic market as required by Item 4 and Item 5 of Form 20-F. You may contact John Spitz, Staff Accountant, at (202) 551-3484 or Michael Volley, Staff Accountant, at (202) 551-3437 with any questions.

In response to the Staff’s

● All of our income from inception to 2018 is generated in China. We facilitate loans by connecting borrowers and lenders, preparing all necessary paperwork related to borrowers’ applications and assisting with securing collateral. Our primary sources of revenue consist of fees received for transactions through our platform and include transaction and management fees, which are described in further detail below:

o Transaction Fees: Transaction fees are paid by borrowers to the Company for the work the Company performs through its platform.

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These fees are recognized as a component of operating revenue at the time of loan issuance. The amount of these fees is based upon the loan amount and other terms of the loan, including credit grade, maturity and other factors.

These fees are non-refundable upon the issuance of loan.

o Management Fees: Loan borrowers pay a management fee on each loan payment to compensate us for services provided in connection with facilitation of the loan transactions, including review of a borrower’s application with required supporting documentation, evaluation of such borrower’s credit, assessing and verification of collaterals as well as the maintenance of profiles in our system. The Company records management fees as a component of operating revenue at the time of loan issuance. The amount of these fees is based upon the loan amount and other terms of the loan, including credit grade, maturity and other factors. These fees are non-refundable upon the issuance of loan.

Read in the reply ↗

We note your response and corresponding Exhibits provided in response to comment 2. As noted in your revised forecast in Exhibit C, due to the increasingly stricter regulations of the P2P industry by the Chinese government you now forecast losses in all future periods.

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Based on your historical losses and your revised forecast of projected losses, please recognize a valuation allowance on your deferred tax asset or tell us further how and why you have determined that a valuation allowance is not appropriate.

In response to the Staff’s comment, we have provided an accounting analysis below for not recognizing a valuation allowance on the deferred tax asset as of

December 31, 2018:

The Company’s assessment of deferred tax assets before filing date of Form 20-F

Prior to the filing of the Form 20-F on April 30, 2019, the Company considered both negative and positive evidences and prepared a forecast of net operating losses for the years ended December 31 (which we have provided in our previous response to the Staff’s comments), 2019 through

2023, and reached a conclusion that it is not necessary

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to provide a valuation allowance on the deferred tax asset as of December

31, 2018.

Negative evidence

In assessing the need for a valuation allowance for deferred tax assets arising from net operating losses, the Company identified as the negative evidence the continuous net losses of $3.5 million and $1.0 million, and continuous net operating losses of $2.2 million and $1.2 million, for the years ended December 31, 2018 and 2017.

However, ASC 740 does not specifically define “cumulative losses in recent years.” In discussing cumulative losses, the FASB did note in Statement

109.100 (non-authoritative) that they considered losses in the context of a three-year period.

In addition, the Company has provided our unaudited interim financial statements for the three months ended March 31, 2019 to our auditors before our Form

20-F filing for the year ended on December 31, 2018, which presented a net income of $0.5 million. As a result, the Company expects the projected net income for the year ended December 31, 2019 would be no less than $0.61 million, which is the net income in our forecast on which the Company assessed the realizability of deferred tax assets and the need for a valuation allowance as of December

Positive evidence

In addition to the net income of $0.5 million for the three months ended March 31, 2019, the Company witnessed an increase in the number of borrowers, who contribute both management fees and transaction fees to the Company. The Company regarded both indicators as positive evidences that the Company would generate sufficient revenues and net profits in the carryforward periods.

Based on the negative evidence and positive evidence, the Company prepared a forecast for the Company’s net operating income, which is $0.61 million, $0.97 million, $1.16 million, $1.51 million and $2.07 million for the years ended December 31, 2019, 2020, 2021, 2022 and 2023, respectively.

The Company thus concluded that it is more likely than not that the deferred tax asset will be realized and no need to provide valuation allowance for deferred tax assets.

Increasing negative evidence after filing of Form 20-F

In May 2019, the financial regulatory authority of Shanghai issued the list of online lending companies that should exit the P2P lending industry after full payment of outstanding balance of loans. Furthermore in May 2019, the financial regulatory authority of Shanghai required the Company to gradually scale down the outstanding balance of loans it facilitated, to reduce the number of lenders and borrowers. As a result of these regulatory requirements, the Company’s operation performance was far below expectation. The Company expected these unfavorable regulatory changes have affected and could continue to affect our business negatively.

Based on our evaluation of regulatory and business environment of the P2P lending industry, the Company provided a new forecast in response to the Staff’s comments dated July 12, 2019. The forecast estimated net losses of $1.2 million, $0.6 million, $0.5 million, $0.4 million and $0.3 million for the years ended December 31, 2019, 2020, 2021, 2022 and 2023, respectively, leading to a full valuation allowance on the deferred tax assets.

Though the full valuation allowance of deferred tax assets was estimated as a result of increasing negative evidence after the filing of Form 20-F on April

30, 2019, the Company believes it is a result of regulatory requirements which did not exist on December 31, 2018 (for the three months ended December 31, 2018 and March 31, 2019, the Company witnessed an increase in the number of borrowers and revenues. The

Company even made net income for the quarter ended March 31, 2019). According to the definition of subsequent events in ASC 855-10-20, the Company categorized the change as a non recognized subsequent event, and referring to ASC 855-10-25-3, the Company did not recognize such a subsequent event in the financial statements.

Pursuant to ASC250-10-45-17,

“… A change in accounting estimate shall not be accounted for by restating or retrospectively adjusting amounts reported in financial statements of prior periods or by reporting pro forma amounts for prior periods.”, as the change in estimates of deferred tax assets was a result of non recognized subsequent event, the Company believes it is not necessary to restate the

Form 20-F by recognition of a full valuation allowance on deferred tax assets. Instead, the Company would present the valuation allowance in our future filings.

Read in the reply ↗

Please supplementally provide us with 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, present to potential investors in reliance on Section 5(d) of the Securities Act, whether or not they retain copies of the communications.

No reply letter found.

Please identify the lead underwriter in your next amendment and disclose the material terms of your offering, including the nature of your underwriting arrangement, the obligation to return subscriptions by a certain date if you do not receive the minimum amount of subscriptions, and the placement of investor funds in escrow in the interim. Please refer to Item 501(b)(8) of Regulation S-K for guidance.

Rest of the question

Further, please revise the Prospectus Summary, Use of Proceeds, Capitalization, Dilution, Risks Related to Our Ordinary Shares and This Offering, and Liquidity and Capital Resources sections of your prospectus consistent with the fact that only the minimum number of your securities may be sold in your offering.

No reply letter found.

Please disclose the key aspects of your offering and your business, such as:  You offer short-term loans for periods of 30, 60, or 90 days;  Your lending activities are highly concentrated in a small number of borrowers, disclosing representative historical statistics;  Whether new regulatory restrictions beginning August 17, 2017 appear likely to impact your business operations, materially describing such

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restrictions;  You were one of approximately 2,448 online consumer finance marketplaces operating in China as of December 2016 and whether you expect competition to increase;  Whether and to what extent you have an obligation to repay lenders if a borrower defaults on its loan;  Loans you facilitate may only be 70% collateralized; and  You do not currently have a risk reserve fund. Please also make corresponding revisions throughout your prospectus. For guidance, please refer to Item 3 of Form F-1 and Instruction to Item 503(a) of Regulation S-K.

No reply letter found.

We note your disclosure on page 2 that “no loans facilitated through [y]our platform had defaulted” as of March 31, 2017. Please disclose:  The proportion of loans where borrowers were late on their payments, if any.

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 The number of borrowers who take out multiple loans, the average number of loans per borrower, and any associated limitations on the repayment of existing loans by securing additional loans on your platform. Finally, in light of your 0% default rate, please disclose throughout your prospectus that neither your collateralization standards nor default collection efforts have been tested in practice.

No reply letter found.

Please revise to disclose if you provide any compensation or benefit to individuals or entities such as lending institutions that refer borrowers to your platform.

No reply letter found.

Please revise to disclose if you have any formal or informal agreements with individuals or entities such as lending institutions to refer borrowers to your platform.

No reply letter found.

Please revise to consistently present the name of your legal entities and subsidiaries. For example, in the diagram on page 3 you refer to Point Cattle Holdings Limited and Point Cattle Group Company Limited as your wholly owned subsidiaries while on page F-6 you appear to refer to the same entities as Golden Bull Holdings Limited and Golden Bull Group Company Limited.

No reply letter found.

Please revise the diagram on page 3 as follows:  Indicate which entities are inside China and which entities are outside China.  Add a footnote to disclose that the connections between Shanghai Fuyu Information and Technology Co., Ltd. and your two VIEs are not ownership interests but rather are a series of contractual arrangements.

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 Disclose the ownership interests of your two VIEs, consistent with the remainder of your presentation.  Disclose the individuals or entities with the remaining 10.8% equity interests in Shanghai Dianniu Internet Finance Information Service Co., Ltd.

No reply letter found.

Please disclose whether you anticipate being a “controlled company,” as defined in NASDAQ Rule 5615(c)(1), following the completion of the offering and revise your disclosure as necessary.

No reply letter found.

In the discussion of each VIE agreement for Shanghai Dianniu and Shanghai Baoxun, please ensure you disclose all material terms to ensure investors clearly understand each agreement. Additionally, please ensure that your disclosure of each agreement is consistent with the agreement and is consistent throughout your filing.

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We note for instance on page 4 you disclose the annual consulting service fee is 89.2% of Dianniu’s operating revenue while on page F-6 you disclose the service fee is 89.2% of net profit. Additionally, we note on page F-6 you disclose that Shanghai Fuyu Information and Technology Co., Ltd has the obligation to absorb all of Shanghai Dianniu’s losses while on page F-16 you disclose Shanghai Fuyu Information and Technology Co., Ltd is obligated to absorb 89.17% of Shanghai Dianniu’s losses.

No reply letter found.

Please disclose whether you believe the provision of internet financing services falls within the restricted category or the prohibited category under the Guidance Catalog of Industries for Foreign Investment, and briefly describe the consequences of being in such category.

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Please also disclose Bauxun’s current or anticipated industry categorization and whether foreign investment in this industry is currently encouraged, restricted, prohibited, or not listed. Finally, as applicable, please disclose your expectations for the future classifications of these industries or the re-classification of either VIE to a different industry.

No reply letter found.

Please revise to provide a risk factor that, as a result of your election to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(1), your financial statements may not be comparable to companies that comply with public company effective dates.

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Please include a similar statement in your critical accounting policy disclosures in the Management’s Discussion and Analysis (MD&A) section.

No reply letter found.

Please disclose what proportion of your revenue was attributable to loans to borrowers for more than RMB 200,000 as of December 31, 2016, and in the subsequent periods. Please also disclose:  Whether this pending restriction also applies to small business loans;  Whether there is a penalty associated with an individual borrowing more than RMB 1 million from all platforms combined and to whom such a penalty would

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be assessed; and  Whether and how you will determine if borrowers have obtained loans through other lending platforms. Despite our marketing efforts, we may not be able to promote and maintain our brand in an effective and cost-efficient way and our business and results of operations may be harmed accordingly, page 16

No reply letter found.

Please revise to clarify where in your financial statements you present the $1.6 million in marketing and advertising expenses incurred during 2016. We note on page F-3 that selling expenses totaled $826,038 for 2016.

No reply letter found.

Please add a risk factor that U.S. regulators’ ability to conduct investigations and inspections within China is limited. Failure to make adequate contributions to various employee benefit plans as required by PRC regulations may subject us to penalties, page 34

No reply letter found.

Please clarify whether you are or expect to be subject to penalties because you have not made adequate employee benefit payments and, if applicable, please disclose the amount of the penalties.

No reply letter found.

Please estimate your use of proceeds for each principal use identified. For guidance, please refer to Item 4.a of Form F-1 and Item 3.C.1 of Form 20-F. In addition, please disclose your estimate of the amount of such proceeds that would be available for such uses immediately following the completion of your offering to the extent Chinese law imposes restrictions that would materially impact the amount of such

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proceeds actually available to you at such time.

No reply letter found.

We note disclosure of customer concentration in the notes to your financial statements on page F-20 and in your risk factor on page 13. Please ensure you identify, quantify and analyze known trends, demands, commitments, events and uncertainties related to customers, investors or referring entities, whether affiliated or unaffiliated, that are reasonably likely to have a material impact on your financial results on

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business. Refer to Item 303 of Regulation S-K for guidance.

No reply letter found.

Please revise to clarify how the P2P measures, described on page 12 and scheduled to be effective August 17, 2017, which cap the maximum loan balance for a borrower to RMB 200,000 are reasonably likely to impact your financial results and business given your disclosure of customer concentration.

No reply letter found.

Given your limited operating history and the rapid growth during that period, in order to clearly show relevant trends please revise to disclose key operating metrics in a tabular format for each quarter during the reporting periods presented.

No reply letter found.

Please revise to disclose key operating metrics related to your investors including, but not limited to:  The reinvestment rate of existing investors;  The number of new investors that made an investment during the quarter; and  The total number of investors that made an investment during the quarter.

No reply letter found.

Please revise to disclose key operating metrics related to your borrowers including, but not limited to:  The re-borrowing rate of existing borrowers;  The number of new borrowers that borrowed money during the quarter; and  The total number of borrowers that borrowed money during the quarter. Please disclose this information separately for individual and small business borrowers.

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Also discuss relevant differences between individual and small business borrowers from a financial or strategic perspective.

No reply letter found.

Please revise to disclose the delinquency percentage for loans outstanding on your marketplace at each quarter end.

No reply letter found.

Please revise to disclose your average customer acquisition costs for each quarter and discuss and analyze trends in your average customer acquisition costs.

No reply letter found.

Please provide us an accounting analysis related to your recognition of management fees at the time of loan issuance as compared to over the life of the loan. Please identify the accounting guidance you considered in making your determination and explain to us how you determined that all the relevant services have been rendered.

No reply letter found.

Please revise to quantify the amount of licensing fees recognized as income for each period presented and to additional information related to the generation of licensing fees. For example, explain the role of an agent including why a borrower will use an agent, explain what credentialed information is, typical terms of a licensing period, etc.

No reply letter found.

Please provide us an accounting analysis related to your recognition of servicing expense as a reduction of revenue as compared an operating expense. Please identify the specific accounting guidance you considered in making your determination.

No reply letter found.

On page 11 you refer to your inability to collect payments from borrowers as a risk. Please revise here and throughout your filing as appropriate to clarify and expand on your role in collecting payments from borrowers and how this process impacts your financial results and business.

No reply letter found.

On page 18 your disclose that because you do not have a risk reserve fund in the event of loan defaults you would not have funds readily available to repay lenders. Please revise here and throughout your filing as appropriate to clarify in what circumstances you would repay lenders in the event of loan defaults.

No reply letter found.

Please revise to disclose which party manages the collateral repossession process when a borrower defaults on their loan and discuss any fees or costs associated with this process.

No reply letter found.

Please revise to provide additional details regarding your investor incentive program including, but not limited to:  Clarifying what the consumptive loan program is as compared to other loan programs;  Detailing more clearly the criteria for an investor to get paid an incentive including why the number of first time borrowers is an important factor;  Clarifying how the amount of an incentive is determined, how

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it is earned, when it is paid, and if it is paid at one time or over a specified period;  Clarifying if the incentive is paid in cash or as a credit to be used to invest in a future loan; and  Clarifying how you determine if an incentive results in negative revenue for a marketplace investor and quantifying the negative amount for each period presented.

No reply letter found.

We note that you restrict access to your platform to “qualified borrowers.” Please describe the necessary qualifications or characteristics your borrowers must possess and explain your reference to “prime borrowers” on the following page. If you target specific borrower demographics, please disclose such demographics.

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Please also disclose if and how your credit assessment distinguishes between individual and small business borrowers.

No reply letter found.

Please describe your plan of operation for the remainder of the fiscal year and for the first six months of fiscal year ending December 31, 2018. For guidance, please refer to Item 4 of Form F-1, Instruction 2 to Item 4.B of Form 20-F and Item 101(a)(2) of Regulation S- K.

No reply letter found.

Please disclose how you currently market your platform to borrowers and investors. In addition, please disclose how you plan to use proceeds from this offering to expand your marketing efforts.

No reply letter found.

We note your third bullet addresses investor returns “after fees.” Please tell us and revise to clarify if you, or your third party service provider, charge any fees to investors.

No reply letter found.

We note you disclosure related to servicing fees and late payment penalties. Please revise to provide additional information regarding these fees and penalties, including but  Disclosing the amount charged for each period presented; and  Clarifying which entity retains these amounts and if you retain them, the related accounting policies, and where these amounts are presented in your financial statements.

No reply letter found.

Please disclose the average loan amounts for both your personal and small business loans as well as any minimum or maximum loan requirements.

No reply letter found.

Please disclose how many loans facilitated on your platform have third party guarantees, the nature of the third parties providing these guarantees, and the terms on which they do so.

No reply letter found.

We note that your platform’s loans had an 8% average interest rate in 2016, which you consider comparable to bank loan interest rates in China. Please also disclose the range of and average interest rates, including your transaction and management fees, and evaluate the comparability of loans on your platform to bank loans after fees.

No reply letter found.

Regarding your use of automobiles to secure loans, please disclose:  Whether the automobiles used as security are subject to other liens or security interests or are owned outright, and whether any actions must be taken to perfect a security interest in the automobiles;  Whether you receive or pay fees in your partnership with the third party garages; and  The activities of your employees who are located in

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garages “for the purpose of administering the automobiles used as collateral for the loans we facilitate.”

No reply letter found.

We note your statement that “[you] believe that [y]our platform enables . . . a credit assessment that more accurately determines an applicant’s creditworthiness. Please revise your disclosure to provide your basis for this belief, as well as to identify the alternative assessments models to which you are comparing your model.

No reply letter found.

Please expand your description of your credit assessment process to describe in more detail the steps you take to reach a decision on whether to extend credit.

No reply letter found.

Please disclose the percentage of applicants submitting complete applications received credit approval in fiscal year ended December 31, 2016 and the subsequent periods.

No reply letter found.

Please revise to clarify how you collect your fees. For example, clarify whether the third party service provider takes the fees from investor deposits and transfer them to you and then transfers the remaining loan amount, net of your fees, to the borrower.

No reply letter found.

We note that you must contribute “certain percentages” of your employees’ salary for certain benefits under PRC law. Please disclose the aggregate amount contributed for the years ended December 31, 2016 and 2015, if material.

No reply letter found.

Please tell us why Qian Lai Qian Wang is not included in this table in light of your disclosure on page 92.

No reply letter found.

Please separately present each material class of operating revenue from services in accordance with Rule 5-03 of Regulation S-X.

No reply letter found.

Please revise to provide a separate heading and discussion of the Business Cooperation Agreement.

No reply letter found.

Please revise to disclose how you account for and where you present the costs related to verification and credit assessment and the decision-making processes as discussed on page 72. Please tell us the cost of these activities during 2016.

No reply letter found.

We note from your disclosure on page 5 that you qualify as an emerging growth company and that you have elected to use the extended transition period to delay adoption of new or revised accounting pronouncements (i.e. to comply with new or amended accounting pronouncements in the same manner as a private company).

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Please expand your disclosure to specify the dates on which adoption is required and the date on which you plan to adopt the recently issued accounting standards, assuming you still remain an emerging growth company at that date. Please refer to question 14 of the Jumpstart Our Business Startups Act Frequently Asked Questions document available on our website: https://www.sec.gov/divisions/corpfin/guidance/cfjjobsactfaq-title-i-general.htm.

No reply letter found.

Please revise to separately quantify, for each period presented, the amount of cash and cash equivalents deposited with a bank and the amount deposited with a third party platform fund account.

No reply letter found.

We note your disclosure on page 2 that you currently facilitate loans exclusively to borrowers that provide an automobile as security to lenders. Given the significant amount of transaction and management fees earned from a limited number of borrowers during each of the reporting periods presented, please revise your MD&A to provide an enhanced discussion of the transactions entered into with these borrowers that

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resulted in these fees. This discussion should include for instance, a quantification of the total amount of loans facilitated during each period, the amount and percentage of transaction and management fees earned on these loans, and how the requirement to provide adequate collateral as security to lenders was met.

No reply letter found.

We also note that your disclosure of customer concentration risk includes concentration only as it relates to borrowers. Given that your platform connects investors with borrowers, please tell us how you determined that investors are also not your customers. Please also revise to disclose any concentrations of loans funded by investors during each of the reported periods.

No reply letter found.

Specifically related to your disclosure on page 34 that you have not made adequate employee benefit payments and may be required to make up the contributions as well as to pay late fees and fines and in general related to any other potential regulatory or other significant loss contingencies, in accordance with ASC 450-20-50, please revise to disclose:  The amount or range of reasonably possible losses in addition

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to amounts accrued, or  That reasonably possible losses cannot be estimated, or  That any reasonably possible losses in addition to amounts accrued is not material to your financial statements.

No reply letter found.

Please provide fair and accurate translations of all of your attached agreements pursuant to Securities Act Rule 403(c). In this regard we note that not all parties are identified in your material contracts.

No reply letter found.

Please include the final and complete version of your material VIE contracts including appendices. We note many terms and parties are blank in the agreements. Additionally, we note the appendix of the Technical Consultation and Service Agreement includes information on the service fees and is not included.

No reply letter found.

We note your revised disclosure on page 2 that you began restructuring your loan funding structure but that you “believe that not all of the loans [you] facilitated were within the limitations set forth in the P2P Measures.” Please revise your disclosure to quantify or otherwise describe the potential magnitude of the non-compliance.

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If you are uncertain as to the scope of the non-compliance, please disclose that and specify the matters as to which the uncertainty exists. In addition, please disclose your expectations for compliance with the P2P Measures pursuant to your new loan structure. Finally, please make corresponding revisions to your risk factor on page 15 and in your MD&A and Business sections.

No reply letter found.

We note your revisions in response to comment 4, including your disclosure in the penultimate paragraph on page 2 that platform borrowers must either repay their loans in full or put up additional collateral. Please tell us whether you also allow borrowers to repay their existing loans with new loans facilitated on your platform. If so, please disclose the number and percentage of borrowers that do so.

No reply letter found.

We note your revisions in response to comment 8. Please revise the diagram to disclose Mr. Liu’s ownership interest in Dianniu.

No reply letter found.

We note your revised disclosure on page 46 in response to comment 9. Please disclose that Messrs. Zeng and Liu will continue to have substantial influence on any matters requiring a shareholder vote by virtue of their significant ownership of your ordinary shares and that their interests may conflict with those of other shareholders.

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Please also disclose the impact that your voting procedures outlined on page 105 will have on shareholders unable to attend a meeting of shareholders in person.

No reply letter found.

We note your revisions in response to comment 13. Please disclose the number and percentage of your borrowers in violation of the P2P Measure as of the end of your most recently completed fiscal year and quarter and further disclose the percentage of your revenue attributable to these borrowers. Please also disclose, if true, that a RMB 30,000 penalty would be charged for each violation.

No reply letter found.

We note your revisions in response to comment 17 as well as your risk factor beginning on page 35 regarding uncertainty over the amount of proceeds which would be immediately available to you following this offering under Chinese law.

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Please disclose whether these proceeds will be available for the uses you identify immediately following the completion of your offering and, if applicable, estimate the amount of such proceeds that you expect will be available to you immediately following the completion of your offering.

No reply letter found.

We note your response to comment 23 in our letter dated August 2, 2017. To the extent you have delinquent loans outstanding on your market place at a period end, please disclose the delinquency percentage.

No reply letter found.

We note your response to comment 24 in our letter dated August 2, 2017. Please revise to disclose your average borrower acquisition costs for each quarter and include a discussion and analysis of trends. Additionally, to the extent practicable, please calculate and present your borrower acquisition costs and your lender acquisition costs using the marketing costs attributable to on each group (i.e.

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borrower or lender) individually.

No reply letter found.

We note your response to comment 18 in our letter dated August 2, 2017. We also note disclosure on page 62 that the number of borrowers increased in large part because you changed your business model to loan directly to individual and small company borrowers rather than to the referrals from lending or guarantee institutions because of the P2P Measures.

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We further note disclosure in other parts of your filing related to your change in loan structure (note 2 on page 61, page 2, etc.). Please revise your disclosure throughout your filing related to the change in loan structure to more clearly and consistently explain how your loans were previously structured including more clearly identifying the parties involved and discuss the timing of when you changed your loan structure.

No reply letter found.

Please revise to disclose, in a tabular format for each period presented, each material type of expense that is included in selling expenses or general and administrative expenses. Additionally, please revise to include an enhanced discussion and analysis of any trends related to such expenses.

No reply letter found.

We note your response to comment 52 in our letter dated August 2, 2017. Please tell us if automobiles serve as collateral for the loans to the major borrowers. If they do not, please revise to disclose the facts and circumstances related to the collateral securing these loans.

No reply letter found.

We note your response to comment 25 in our letter dated August 2, 2017. You disclose that management fees are to compensate you for maintaining borrowers’ account portfolios. Please provide us additional information regarding the activities you perform to maintain borrowers and lenders’ account portfolios. Specifically tell us if you perform these services over the life of the loan.

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If you do, please tell us how you considered whether you should recognize management fees over the life of the loan.

No reply letter found.

We note your revisions in response to comment 32. Please revise your disclosure to clarify what you consider to be a “good” credit score or report. Please also disclose the features that make jobs “high risk” or not, in your evaluation.

No reply letter found.

Please disclose that there is no minimum loan amount consistent with your response to comment 37.

No reply letter found.

We note your revisions in response to comment 42. Please disclose the credit assessment steps you take in determining that a borrower is qualified. For example, please disclose how and when a borrower is initially qualified, and clarify the types of qualifying or disqualifying features arising during the course of your review of the borrower’s credit and loan history.

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Please also explain how your determination of a guarantor’s ability to guarantee a loan influences your credit assessment of whether a borrower is qualified.

No reply letter found.

Considering your response to comment 54 in our letter dated August 2, 2017, please revise this section to clarify if you have made adequate employee benefit payments.

No reply letter found.

We note your disclosure that you attract borrowers primarily through lending and guarantee companies (page 64), that you have been dependent on a limited number of lending and guarantee companies (page 83), and that lending and guarantee companies are under no contractual obligation to continue partnering with you.

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Please revise to disclose the approximate number of lending and guarantee companies you partner with and disclose any concentrations in the volume of business transacted with a particular lending or guarantee company. Refer to ASC 275-10-50 for guidance.

No reply letter found.

We note your new risk factor on page 47 regarding the substantial influence possessed by Messrs. Zeng and Liu. Please disclose this risk in your prospectus summary, too, or tell us why you believe such disclosure is unnecessary. Please refer to Item 3 to Form F-1, Item 503 of Regulation S-K, and Instruction to Paragraph 503(a) thereunder.

No reply letter found.

We note the revised terms of your underwriting agreement. Please disclose whether the estimates of your offering proceeds assume placement discounts and commissions of 8%, 4%, or some combination thereof. Please make corresponding revisions to your Use of Proceeds section.

No reply letter found.

We note your revisions in response to comment 6 as well as your disclosure on the cover page that you “will not be able to use such proceeds in China, however, until we complete certain remittance procedures in China.” Please disclose the amount of your proceeds, if any, that you believe you will be able to remit to China immediately following the completion of the offering.

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If the proceeds you are able to remit to China immediately following your offering are materially less than your minimum offering amount, please disclose whether you still “expect to allocate amounts in approximately the same percentages” as outlined.

No reply letter found.

We note your revisions in response to comment 4 as well as your disclosure on page 5 that you are exempt from the proxy rules as a foreign private issuer. Please disclose whether you are required under Cayman Islands law to provide shareholders with a proxy statement designating a proxy at your meeting or if shareholders are personally responsible for designating an individual to serve as their proxy and attend the

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meeting in person on their behalf, in accordance with paragraphs 57 through 60 of your Articles of Association, attached as Exhibit 3.3. In addition, regarding the percentage of paid-up capital required to demand a poll vote, please clarify for us whether it is 15%, as your revised disclosure on page 110 indicates, or 10%, as paragraph 40 of your Articles of Association indicate, and revise your disclosure as necessary.

No reply letter found.

Please disclose the terms of the warrants issued to your underwriters and being registered in this offering.

No reply letter found.

We note your new disclosure beginning on page 93 of your prospectus regarding the recent changes and measures issued by the PRC in 2017 regarding the online P2P lending business. Please revise your prospectus throughout, including the Summary section, to explain in more detail how these recent measures will affect your business and the risks associated with its potential impact and uncertainty.

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In addition, please clarify whether you intend to make modifications to your business model as a result of the new measures.

Golden Bull Limited, a Cayman Islands company (the “Company,” “we,” “us” or “our”), hereby transmits its responses to the oral comments received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) on January 24, 2018, regarding Amendment No. 1 to the Registration Statement on Form F-1 filed with the Commission on January 12, 2018 (the “Registration Statement”). As discussed with the Staff, we are submitting this letter with proposed changes to the Registration Statement reflecting our responses to the oral comments. The proposed changes are underlined in the Registration Statement and attached hereto as Exhibit A.

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We thank the Staff in advance for its consideration of the Registration Statement. Should you have any questions regarding the foregoing, please contact David Selengut, Esq. or Ari Edelman of Ellenoff Grossman & Schole LLP at (212) 370-1300.

One letter for all the questions, without numbered answers. Read the reply ↗

We note your response to comment 5 and that your Exhibit Index suggests your most recent amended and restated memorandum and articles of association are still to be filed. Please disclose whether or not your organizational documents will require you to provide shareholders with a proxy form when sending out notices of general meetings and, if not, whether or not you will follow the “standard practice” of doing so.

See the reply above.

We note your revisions in response to comment 6 and the Form of Underwriter’s Warrant now attached as Exhibit 4.1. Please disclose the material terms of these warrants, including that they are transferable after a period of 180 days following the effective date of the registration statement, and clarify the period during which they are exercisable as we note apparently conflicting disclosure here and in footnote (3)

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to the fee table of your registration statement. Please make corresponding revisions and/or cross-reference from your description of warrants on page 114. Please refer to Item 4(a) of Form F-1 and Item 9.A.7.(a) of Part I of Form 20-F for guidance.

See the reply above.

Please revise to provide updated audited financial statements in your next amendment or tell us why you believe updated audited financial statements are not required. Refer to Item 4(a) of Form F-1 and Part I, Item 8.A.4 of Form 20-F.

See the reply above.