SecProbe.io

CORRESP
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The9 Limited

17 Floor, No. 130 Wu Song Road

Hong Kou District, Shanghai 200080

People’s Republic of China

October 20, 2023

VIA EDGAR

Mr. Rolf Sundwall

Ms. Kate Tillan

Mr. John Dana Brown

Ms. Sonia Bednarowski

Office of Crypto Assets

Division of Corporation Finance

100 F Street, NE

Washington, D.C., 20549

 Re: The9 Limited (the “Company”)

Form 20-F for the Fiscal Year Ended December 31,
2022

Correspondence Filed April 28, 2023

File No. 001-34238

Dear Mr. Sundwall, Ms. Tillan, Mr. Brown and Ms. Bednarowski,

This letter sets forth the
Company’s responses to the comments contained in the letter dated August 29, 2023 from the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) regarding the Company’s annual report on Form 20-F
for the fiscal year ended December 31, 2022 filed with the Commission on May 1, 2023 (the “2022 Form 20-F”)
and the Company’s correspondence filed with the Commission on April 28, 2023 (the “Correspondence”) regarding the
Company’s annual report on Form 20-F for the fiscal year ended December 31, 2021 filed with the Commission on May 2,
2022. The Staff’s comments are repeated below in bold and are followed by the Company’s responses thereto. All capitalized
terms used but not defined in this letter shall have the meaning ascribed to such terms in the 2022 Form 20-F and the Correspondence.

Annual Report on Form 20-F for the
Fiscal Year Ended December 31, 2022

General

 1. We note your response to prior comment 3. Your analysis is incomplete. For example, your analysis does
not address all types of NFTs that you issue, such as those referenced in the following statement: “certain NFTs may entitle our
customers to additional perks, such as merch items, gifts, participation in events organized by NFTSTAR.” Your analysis also does
not address your role in supporting the secondary price of the NFTs or your ongoing right to receive a percentage of the proceeds of secondary
sales of the NFTs. Further, your analysis is conclusory and does not provide support for many assertions. Finally, your analysis with
respect to your pre-May 2022 activities and post-May 2022 activities is identical and does not address the differences in such
activities or your role in such activities. Please supplementally provide us with a revised legal analysis addressing these issues.

Securities and Exchange Commission

October 20, 2023

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Response:

The
Company respectfully advises the Staff that it terminated NFTSTAR and MetaGoal operations in 2023 since their revenues were much
lower than expected. Since January 2023, the Company no longer mints or offers NFTs, or provided any services related to previously
minted NFTs. NFTs previously issued by the Company are only available on third-party trading sites that the Company does not operate or
control. The Company’s only continued interest in the previously-issued NFTs is royalties received on secondary sales, which are
minimal.

The
Company also respectfully advises the Staff that in January of 2023, the Company ceased operations of its NFT business and
its related blockchain-based online game, MetaGoal. The decision to cease operations of the NFT business was primarily a result of unfavorable
financial performance. As of the date of termination of these operations, the NFT business and MetaGoal generated less than $100,000 of
revenue in 2023. In light of this development, these operations are no longer material and will not be relevant to the company’s
financial results going forward.

The Company respectfully provides the
following supplemental description of its historical NFT marketplace and analysis addressing why the NFTs should not be considered securities
under Section 2(a)(1) of the Securities Act of 1933. Until January of 2023, the Company’s NFT business consisted
of the creation and minting of a series of NFTs containing digital images of soccer celebrities, with whom the Company entered into licensing
agreements. The Company sold three distinct NFT collections. We sold 200 NFT products of Figo, which is also the outstanding amount in
the secondary market. We sold 5,630 NFT products of Son, and re-purchased 966 of those. Therefore the outstanding amount in the secondary
market is 4,664. We sold 1,498 NFT products of Neymar, which is also the outstanding amount in the secondary market. The technical nature
of the NFTs minted are consistent in that they contain similar metadata and were minted on the Polygon blockchain.

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Securities and Exchange Commission

October 20, 2023

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As part of the Company’s marketing
efforts, the Company provided purchasers of certain NFTs with the ability to use those purchased NFTs in order to claim additional rewards
or perks. These perks consisted of earning in-game currency coins, winning prizes such as memorabilia signed by celebrities, and obtaining
early access to certain events. While the Company facilitated the ability of customers to use their purchased NFTs to earn in-game currency
in Metagoal, the Company did not have any obligation to do so and does not have any ongoing obligations to the holders of any of the NFTs
sold. We developed a blockchain-based on-line game, MetaGoal, trying to attract more customers. Customers may use their purchased NFTs
to earn in-game currency (we called it Starcoin at the beginning and Mcoin afterwards when we wanted to separate Metagoal from NFTSTAR)
and player cards. Customers may use such rewards in the game play of MetaGoal. When the customers purchased our NFTs, we did not commit
to provide such Metagoal game service to the customers though. Alternatively, players can spend money to buy Starcoins/Mcoins to play
in MetaGoal.

As noted above, the Company does not
currently, and will not in the future, engage in any actions designed to support the secondary price of the NFTs. The secondary market
for the Company’s NFTs is dependent on the willingness of customers to trade their NFTs. From May 4, 2022 to June 8, 2022,
the Company did engage in certain repurchases of NFTs. Specifically, the Company sold 5,630 NFT products of Son, and re-purchased 966
of those. Under the terms of the agreement between OpenSea and the NFTSTAR, NFTSTAR may set seller secondary fee of up to 10% of the publicly
recorded sale price of the applicable NFT, as specified by seller upon logging into seller’s account and accessing the collection
editor feature. NFTSTAR has set such fee at 5% of an NFT’s sales value from any secondary sale transactions.

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Securities and Exchange Commission

October 20, 2023

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Prior to May 2022, we required
that customers create a centrally managed account on NFTSTAR’s website in order to purchase NFTs in exchange for fiat or cryptocurrencies
or to withdraw resale proceeds in the form of fiat currency following a secondary transaction (referred to in the Company’s filings
as the “Marketplace Account Operations”). In connection with the Marketplace Account Operations, the Company used a centralized
Web 2.0 model and collected all payments for traded NFTs into the single pool under its management. As of May 2022, the Company transitioned
to offering its proprietary NFTs on third-party platforms only. NFTSTAR stopped processing customers’ payments on its own platform.
The Company has transitioned to decentralized Web3 model of operations and does not require consumers to open centrally managed accounts
on its website in order to purchase our NFTs. Customers may purchase NFTs from third-party platforms, such as OpenSea. NFTSTAR creates
NFTs and mints its final product NFTs on such platforms.

Whether a particular non-fungible token
(NFT) is a “security” is subject to some uncertainty. The Company has evaluated its historical NFT business and is of the
view that the business did not involve the offer and sale of securities. In making this determination, the Company considered the nature
and structure of the digital assets that were made available on its platform, as well as a number of other factors, including the provisions
of U.S. federal securities laws, judicial precedent (such as the U.S. Supreme Court’s decisions in the SEC v. W.J. Howey Co., 328
U.S. 293 (1946) and the Reves v. Ernst & Young, 494 U.S. 56 (1990) cases, as well as the Federal District Court’s decision
in the Gary Plastic Packaging Corp. v. Merrill Lynch, Pierce Fenner & Smith, 756 F.2d 230 (2d Cir. 1985) case), the SEC’s
Framework for Investment Contract Analysis of Digital Assets published by the Commission’s Strategic Hub for Innovation and Financial
Technology1 (“FinHub Framework”), and reports, orders, press releases, public statements and speeches by the SEC and its staff
providing guidance on when a digital asset may be a security for purposes of the federal securities laws.

Section 2(a)(1) of the Act
defines the term “security” to include an “investment contract.” Under the relevant legal framework, an “investment
contract” exists when there is an agreement, contract or scheme involving an investment of money in a common enterprise with a reasonable
expectation of profits to be derived from the efforts of others. In considering the qualities of a transaction, courts look to the “economic
reality” of the transaction and “what character the instrument is given in commerce by the terms, the plan of distribution,
and the economic inducements held out to the prospect.” Finhub, Framework for “Investment Contract” Analysis of Digital
Assets (the “ Framework ”), Section II.C (Apr. 3, 2019), https://www.sec.gov/corpfin/framework-investment-contract-analysis-digital-assets.

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Securities and Exchange Commission

October 20, 2023

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The Company does not believe that the
 “expectation of profits derived from the efforts of others” prong of the Howey test has been met. The Company did not engage
in any marketing suggesting that that the NFTs constitute an investment or that the value of the NFTs would appreciate over time. Further,
other than temporary repurchases of the NFTs for its own account, the Company did not engage in any activities intended to drive price
appreciation. Finally, as of May 2022, the Company ceased providing a platform for secondary transactions of the NFTs.

 2. In future filings, provide disclosure of any significant crypto asset market developments material
to understanding or assessing your business, financial condition and results of operations or share price since your last reporting period,
including any material impact from the price volatility of crypto assets.

Response:

In response to the Staff’s comment,
the Company respectfully proposes to revise the referenced disclosure as follows (page references are made to the 2022 Form 20-F
to illustrate the approximate location of the disclosure) in its future Form 20-F filings (with deletions shown as strike-through
and additions underlined), subject to updates and adjustments to be made in connection with any material development of the subject matter
being disclosed.

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Economic and geopolitical
events may create increased uncertainty and price changes, and we may face further restrictions on our liquidity due to unique risks related
to recent crypto asset market developments.

We are subject to price volatility
and uncertainty due to geopolitical crises and economic downturns. Such geopolitical crises and global economic downturns may be a result
of invasion, or possible invasion by one nation of another, leading to increased inflation and supply chain volatility. Such crises will
likely continue to have an effect on our ability to do business in a cost-effective manner.

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Securities and Exchange Commission

October 20, 2023

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Inflation has caused the price of
materials to increase leading to increased expenses to our business. Global crises and economic downturns may also have the effect of
discouraging investment in Bitcoin as investors shift their investments to less volatile assets. Such shift could have a materially adverse
effect on our business, operations and the value of the Bitcoin we mine.

The risks to our liquidity and market
outlook would include the following:

 · Deteriorating macroeconomic conditions as a result of the potential for recession in 2023 discussed
in the media.

 · U.S. government monetary policies and interest rate increases by the U.S. Federal Reserve Board may
lead investors to rotate their investments out of the growth stocks, such as the Company’s stock, to the value stocks and fixed
income instruments.

 · Additional challenges arising from catastrophic events (such the FTX collapse and multiple bankruptcies
of bitcoin mining companies in 2022 and 2023) that would adversely affect the credibility of, and therefore investor confidence in, companies
engaged in the digital assets space.

 · Additional declines in bitcoin prices and/or production, and increases in electricity costs which could
adversely impact both the value of our bitcoin holdings and our ongoing profitability.

 · Further instability in the banking system and collapse of more banking institutions which could put
the liquidity and cash assets of third parties with which we do business such as miner hosting entities and suppliers and us, if we bank
in the future with an institution which subsequently collapses.

 3. We note that you hold Filecoin and generate revenue from Filecoin mining. The Commission is of the
view that Filecoin meets the definition of a security under the U.S. federal securities laws. In future filings please revise your disclosure
where appropriate to provide a detailed discussion regarding the impact this may have on your business, financial condition and results
of operations.

Response:

In response to the Staff’s comment,
the Company respectfully proposes to revise the referenced disclosure as follows (page references are made to the 2022 Form 20-F
to illustrate the approximate location of the disclosure) in its future Form 20-F filings (with deletions shown as strike-through
and additions underlined), subject to updates and adjustments to be made in connection with any material development of the subject matter
being disclosed.

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Securities and Exchange Commission

October 20, 2023

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The SEC’s determination
that Filecoin or any other cryptocurrency is a “security” may adversely affect the value of such cryptocurrency and could
therefore adversely affect our business, prospects or operations.

Depending on its characteristics,
a cryptocurrency may be considered a “security” under the federal securities laws. The test for determining whether a particular
cryptocurrency is a “security” is complex and difficult to apply, and the outcome is difficult to predict. Whether a cryptocurrency
is a security under the federal securities laws depends on whether it is included in the lists of instruments making up the definition
of “security” in the Securities Act, the Exchange Act, and the Investment Company Act. Cryptocurrencies as such do not appear
in any of these lists, although each list includes the terms “investment contract” and “note,” and the SEC has
typically analyzed whether a particular cryptocurrency is a security by reference to whether it meets the tests developed by the federal
courts interpreting these terms, known as the Howey and Reves tests, respectively. For many cryptocurrencies, whether or not the Howey
or Reves tests are met is difficult to resolve definitively, and substantial legal arguments can often be made both in favor of and against
a particular digital asset qualifying as a security under one or both of the Howey and Reves tests. Adding to the complexity, the SEC
staff has indicated that the security status of a particular digital asset can change over time as the relevant facts evolve.

Current and future legislation and
SEC-rulemaking and other regulatory developments, including interpretations released by a regulatory authorit