SecProbe.io

CORRESP
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    Kenneth R. Koch

                           212 692 6768

                           krkoch@mintz.com

    Chrysler Center

                           666 Third Avenue

                           New York, NY 10017

                           212 935 3000

                           mintz.com

October 18, 2019

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Attention:
    Mr. Paul Fischer

    Ms. Kathleen Krebs

    Re:
    XpresSpa Group, Inc.

    Registration Statement on Form S-3

    Filed August 23, 2019

    File No. 333-233419

Ladies and Gentlemen:

We are submitting this
letter on behalf of XpresSpa Group, Inc. (the “Company”) in response to the letter dated October 7, 2019 (the
 “Comment Letter”) from the staff (the “Staff”) of the Securities and Exchange Commission
(the “Commission”), relating to the above-referenced registration statement on Form S-3 of the Company initially
filed with the Commission on August 23, 2019, as subsequently amended on September 27, 2019 (the “Registration Statement”).

For convenient reference,
we have set forth below in italics the Staff’s comments set forth in the Comment Letter. The response is based on information
provided to Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. by representatives of the Company.

Comment #1:

We have considered
your response to prior comment 2. Please expand your analysis to address the following:

 · For each selling stockholder, what
the number of shares being registered represents in terms of the percentage of currently outstanding shares held by non-affiliates;

 · How the fact that Palladium Capital
Advisors LLC is in the business of underwriting securities affects your analysis of whether their shares can be registered as a
secondary offering;

 · How the agreements entered into on
July 8, 2019, including the amendments to the agreements, are related;

 · How the agreements and amendments to
the agreements changed the number of shares each selling shareholder beneficially owns or is entitled to receive upon conversion
or exchange of securities;

 · The consideration the company received
under the agreements;

 · The extent to which the shares being
registered are issuable pursuant to provisions based upon the trading market of the company’s shares, and if so, the extent
of any discount to the market price;

 · Why the company entered into the agreements
and amendments to the agreements; and

Boston       London       Los
Angeles       New York       San Diego       San
Francisco      Washington

MINTZ, LEVIN, COHN, FERRIS, GLOVSKY
AND POPEO, P.C.

    MINTZ

October 18, 2019

Page 2

 · Why the company is registering all
the securities now.

Response:

In response to the
Staff’s comment, we have provided an overview of the transactions and respectfully advise as to each of the above items as
follows.

Overview.

Palladium Private
Placement. On July 8, 2019, the Company entered into an amendment (the “May 2018 SPA Amendment”) to that
certain Securities Purchase Agreement (the “May 2018 SPA”), dated as of May 15, 2018, by and between the Company
and the purchasers party thereto (the “Palladium Investors”), to provide for, among other provisions, the establishment
of a new class of preferred stock, designated Series F Convertible Preferred Stock, par value $0.01 per share (the “Series
F Preferred Stock”) and the issuance of 8,996 shares of such Series F Preferred Stock to the parties to the May 2018
SPA Amendment, which are convertible into shares of the Company’s common stock at a conversion price of $2.00 per share,
a premium to the $1.67 closing price of the Company’s common stock on July 8, 2019 (collectively, the “Palladium
Private Placement”).

Calm Private Placement.
On July 8, 2019, the Company entered into a securities purchase agreement (the “2019 Calm Purchase Agreement”)
with Calm.com, Inc. (“Calm”) pursuant to which the Company agreed to sell (i) an aggregate principal amount
of $2,500,000 in 5.00% unsecured convertible Notes due 2022 (the “Calm Notes”), which are convertible into shares
of Series E Convertible Preferred Stock, par value $0.01 per share (the “Series E Preferred Stock”) and (ii)
warrants to purchase 937,500 shares of the Company’s common stock at an exercise price of $2.00 per share (the “Calm
Warrants”) (collectively, the “Calm Private Placement”). In addition to the shares of common stock
underlying the Calm Notes and Calm Warrants, the Company seeks to register shares of common stock underlying Series E Preferred
Stock previously issued to Calm pursuant to a securities purchase agreement, dated November 12, 2018, by and between the Company
and Calm (the “2018 Calm Purchase Agreement”).

B3D Transaction.
On July 8, 2019, the Company entered into a fourth amendment (the “Credit Agreement Amendment”) to its existing
Credit Agreement with B3D, LLC (“B3D”) in order to, among other provisions, amend and restate its existing convertible
promissory note in order to increase the principal amount owed to B3D to $7.0 million, which principal and any interest accrued
thereon is convertible, at B3D’s option, into shares of the Company’s common stock (the “B3D Note”)
(together, the “B3D Transaction”). The Company seeks to register the shares of common stock underlying the B3D
Note.

Series D Amendment
and December 2016 Warrant Amendment. On July 8, 2019, the Company filed a certificate of amendment to the Certificate of Designation,
Preferences, Rights and Limitations of Series D Convertible Preferred Stock (the “Series D COD Amendment”) with
the State of Delaware to reduce the conversion price to $2.00 and provide for automatic conversion of the Series D Preferred Stock
into shares of the Company’s common stock. Also on July 8, 2019, the Company entered into an amendment to certain outstanding
warrants issued in December 2016 (the “December 2016 Warrants”) to the holders of its Series D Preferred Stock
(the “December 2016 Warrant Amendment”) to provide for, among other provisions, a reduction in the exercise
price to $2.00. The Company seeks to register the shares of common stock underlying each of the Series D Preferred Stock and the
December 2016 Warrants.

Merger Agreement
and Subscription Agreement. The Company also seeks to register certain shares of common
stock previously issued to Mistral Spa Holdings, LLC (“Mistral”)
in connection with that certain Agreement and Plan of Merger by and among the Company (formerly known as FORM Holdings Corp.),
FHXMS, LLC, XpresSpa Holdings, LLC and Mistral XH Representative, LLC, as representative of the unitholders, dated October 25,
2016, as subsequently amended (the “Merger Agreement”) and in connection with a related subscription agreement
between the Company and Mistral (the “Subscription Agreement”).

    MINTZ

October 18, 2019

Page 3

1(a).
For each selling stockholder, what the number of shares being registered represents in terms of the percentage of currently
outstanding shares held by non-affiliates;

Following the July
8, 2019 transactions, the Company had 2,918,169 shares of common stock outstanding, of which 2,805,896 shares were held by
non-affiliates. Following the automatic conversion of the Series D Preferred Stock into common stock upon receipt of shareholder
approval, the Company has 13,881,450 shares of common stock outstanding as of October 15, 2019, 7,165,041 of which are held by
non-affiliates.

Palladium: We
propose to register 200% of the 449,800 shares (or 899,600 shares) issuable to the Palladium
Investors upon the conversion of the Series F Preferred Stock. Assuming the conversion of 899,600 shares of Series F Preferred
Stock, this would have represented 24.3% of the Company’s outstanding common stock held by non-affiliates prior to the conversion
of the Series D Preferred Stock and represents 11.2% of the Company’s currently outstanding common stock held by non-affiliates
as of October 15, 2019.

Calm: We propose
to register (i) 200% of the 1,445,816 shares (or 2,891,632 shares) issuable to Calm upon conversion of the Calm Note, (ii) 200%
of the 1,500,000 shares (or 3,000,000 shares) issuable to Calm upon conversion of previously issued shares of Series E Preferred
Stock and (iii) 200% of the 937,500 shares (or 1,875,000 shares) issuable to Calm upon exercise of the Calm Warrants, for an aggregate
of 7,766,632 shares issuable to Calm. Assuming conversion and/or exercise, as applicable,
of all such instruments into 7,766,632 shares of common stock, this would have represented
73.5% of the Company’s outstanding common stock held by non-affiliates prior to the conversion of the Series D Preferred
Stock and represents 52.0% of the Company’s currently outstanding common stock held by non-affiliates as of October 15, 2019.

B3D: We propose
to register 200% of the 4,156,275 shares (or 8,312,550 shares) issuable to B3D in connection
with the B3D Note. Assuming the conversion of the B3D Note into 8,312,550 shares of common stock, this would have represented 74.8%
of the Company’s outstanding common stock held by non-affiliates prior to the conversion of the Series D Preferred Stock
and represents 53.7% of the Company’s currently outstanding common stock held by non-affiliates as of October 15, 2019; however,
B3D may not convert the B3D Note into common stock to the extent such conversion would cause their beneficial ownership to exceed
4.99% of the outstanding shares of the Company’s common stock.

Mistral:
We propose to register (i) 200% of the 8,831,540 shares (or 17,663,080 shares) issued to Mistral upon conversion of the
Series D Preferred Stock, (ii) 200% of the 79,406 shares (or 158,812 shares) issuable to Mistral upon the exercise of the
December 2016 Warrants and (iii) 100% of the 106,524 shares issued to Mistral in connection with the Merger Agreement and
Subscription Agreement, for an aggregate of 17,928,416 shares issued or issuable to Mistral. Assuming the conversion of
Mistral’s Series D Preferred Stock into 17,663,080 shares and the exercise of Mistral’s December 2016 Warrants
into 158,812 shares, and taking into account the 106,524 shares previously issued to Mistral, this
would have represented 87.0% of the Company’s outstanding common stock held by non-affiliates prior to the conversion
of the Series D Preferred Stock and represents 71.2% of the Company’s currently outstanding common stock held by
non-affiliates as of October 15, 2019. Subsequent to the July 8, 2019 transactions, Mistral completed a distribution of
certain shares of Series D Preferred Stock to its limited partners, which shares subsequently converted into an aggregate of
2,157,810 shares of common stock. This distribution prevented Mistral’s ownership from exceeding 50% of the
Company’s outstanding common stock.

1(b).
How the fact that Palladium Capital Advisors LLC is in the business of underwriting securities affects your analysis
of whether their shares can be registered as a secondary offering;

As defined in Section
2(a)(11) of the Securities Act of 1933, as amended (the “Securities Act”), an “underwriter” is,
in relevant part:

    MINTZ

October 18, 2019

Page 4

any
person who has purchased from an issuer with a view to, or offers or sells for an issuer in connection 	with, the distribution
of any security, or participates or has a direct or indirect participation in any such 	undertaking, or participates or has
a participation in the direct or indirect underwriting of any such 	undertaking.

Pursuant to Section 3.2(b) of the May 2018
SPA, Palladium represented and warranted that (i) it was acquiring the securities as principal for its own account and not with
a view to or for distributing or reselling such securities in violation of the Securities Act or any applicable state securities
law, (ii) it had no present intention of distributing any of such securities in violation of the Securities Act or any applicable
state securities law and (iii) it had no direct or indirect arrangement or understandings with any other persons to distribute
or regarding the distribution of such securities in violation of the Securities Act or any applicable state securities law. Palladium
further represented that it was acquiring the securities in the ordinary course of its business.

The terms of the Palladium
Private Placement also suggest that Palladium has assumed the risks of an investment in the Company. These risks include, for example,
the fact that there is no established trading market for the Series F Preferred Stock, the fact that the conversion of the Series
F Preferred Stock was subject to shareholder approval and the risk that the conversion price of the Series F Preferred Stock may
exceed the market price of the Company’s common stock at the time of conversion. Furthermore, the fact that Palladium, and
not the Company, will receive the proceeds from any resale of the securities supports the conclusion that Palladium is not participating
in the Palladium Private Placement as an underwriter, but rather as an investor acquiring the securities in the ordinary course
of business.

1(c). How the agreements entered into
on July 8, 2019, including the amendments to the agreements, are related;

We respectfully submit
that the agreements entered into on July 8, 2019 are appropriately characterized as a series of independent transactions. They
are related only insofar as they represent a restructuring of the Company’s capitalization and to the extent that such agreements
include customary cross-defaults. In addition, the execution of the Credit Agreement Amendment was a condition to closing of the
Calm Private Placement and the May 2018 SPA Amendment included a waiver by the Palladium Investors of certain restrictions on subsequent
equity sales with respect to the July 8, 2019 transactions.

1(d). How the agreements and amendments
to the agreements changed the number of shares each selling shareholder beneficially owns or is entitled to receive upon conversion
or exchange of securities;

Palladium: In connection with
the Palladium Private Placement, the Palladium Investors were issued an aggregate of 8,996 shares of Series F Preferred Stock,
which were allocated as follows:

 · Alpha Capital Anstalt: 4,056 shares of
Series F Preferred

 · Anson Investments Master Fund LP: 901
shares of Series F Preferred

 · L1 Capital Global Opportunities Master
Fund: 901 shares of Series F Preferred

 · Intracoastal Capital LLC: 901 shares
of Series F Preferred

 · The Hewlett Fund LP: 630 shares of Series
F Preferred

 · Brio Capital Master Fund Ltd.: 450 shares
of Series F Preferred

 · Palladium Capital Advisors, LLC: 1,157
shares of Series F Preferred

Calm: Immediately
prior to July 8, 2019, Calm beneficially owned shares of Series E Preferred Stock that were initially convertible into 241,935
shares of common stock at a conversion price of $12.40 per share.

In
connection with the Calm Private Placement, the conversion price of the Series E Preferred Stock was reduced from $12.40 to $2.00,
such that Calm’s Series E Preferred Stock became convertible into 1,500,000 shares of common stock. Additionally, Calm
received (i) the Calm Note, which is convertible into shares of Series E Preferred Stock that are themselves convertible into 1,445,816
shares of common stock at a conversion price of $2.00 per share and (ii) warrants to purchase 937,500 shares of common stock.

    MINTZ

October 18, 2019

Page 5

B3D: Immediately
prior to July 8, 2019, B3D held a non-convertible promissory note in the principal amount of $6,500,000 (the “Original
B3D Note”), as well shares of Series D Preferred Stock initially convertible into 12,414
shares of common stock at a conversion price equal to $120 per share (which reflects the Company’s 1-for-20 reverse
stock split), 12,935 shares of common stock issuable upon the exercise of the December 2016 warrants an