SecProbe.io

June 28, 2018
Edward Jankowski
Chief Executive Officer
XpresSpa Group, Inc.
780 Third Avenue, 12th Floor
New York, New York 10017
Re:XpresSpa Group, Inc.
Registration Statement on Form S-3, filed on June 8, 2018
File no. 333-225531
Dear Mr. Jankowski:
            We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-3 filed on June 8, 2018, File no. 333-225531
General
1.We note that you are registering the sale of approximately 20 million shares of common
stock, which represents roughly 77% of your shares outstanding as of May 29, 2018, and
roughly 95% of your public float. Given the size of the offering relative to the number of
shares held by non-affiliates, the nature of the offering and the selling security holders, the
transaction appears to be a primary offering. Please provide us with your legal analysis as
to why the transaction covered by the registration statement should be regarded as a
secondary offering that is eligible to be made on a delayed or continuous basis under Rule
415(a)(1)(i) rather that a primary offering where the selling shareholders are actually
underwriters selling on behalf of the issuer. Please see Securities Act Rules C&DI 612.09,

 FirstName LastNameEdward Jankowski
 Comapany NameXpresSpa Group, Inc.
 June 28, 2018 Page 2
 FirstName LastName
Edward Jankowski
XpresSpa Group, Inc.
June 28, 2018
Page 2
publicly available on the Commission website, for guidance in distinguishing primary
from secondary offerings.
            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.
            Please contact Paul Fischer, Staff Attorney, at 202-551-3415 or Celeste M. Murphy,
Legal Branch Chief,  at 202-551-3257 with any  questions.
Division of Corporation Finance
Office of Telecommunications
cc:       Daniel Bagliebter