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

        212-983-3115 fax

        www.mintz.com

July 10, 2018

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Attention:
    Ms. Celeste M. Murphy

    Mr. Paul Fischer

    Re:
    XpresSpa Group, Inc.

    Registration Statement on Form S-3

    Filed June 8, 2018

    File No. 333-225531

Ladies and Gentlemen:

We are submitting this
letter on behalf of XpresSpa Group, Inc. (the “Company”) in response to the letter dated June 28, 2018 (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 June 8, 2018 (the “Registration Statement”).

For convenient reference,
we have set forth below in italics the Staff’s comment set forth in the Comment Letter. This letter is being filed with the
Commission with Amendment No. 1 to the Registration Statement (the “Amended Registration Statement”). The response
is based on information provided to Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. by representatives of the Company.

Comment:

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 than 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, publicly
available on the Commission website, for guidance in distinguishing primary from secondary offerings.

Response:

We have considered the factors set forth
in Securities Act Rule Compliance and Disclosure Interpretations (“C&DI”) 612.09, regarding whether a purported
secondary offering is really a primary offering in which selling securityholders are acting as underwriters selling on behalf of
an issuer. Based on the factors set forth in C&DI 612.09, the Company respectfully submits that the selling securityholders
are not acting as underwriters or otherwise as a conduit for the Company and that the resale of the 19,932,463 shares (the “Shares”)
of the Company’s common stock to be registered by the Registration Statement is not an indirect primary offering being conducted
by or on behalf of the Company.

Mintz, Levin, Cohn, Ferris, Glovsky and
Popeo, P.C.

Boston
| London | Los Angeles | New York | San Diego | San Francisco | Stamford | Washington

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

United States Securities and Exchange Commission

July 10, 2018

Page 2

On May 15, 2018, the Company entered into
a securities purchase agreement (the “Purchase Agreement”) with certain accredited investors, pursuant to which the
Company sold up to (i) an aggregate principal amount of $4,438,000 of secured convertible notes, which included $88,000 issued
to Palladium Capital Advisors, LLC, as placement agent, convertible into shares of the Company’s common stock at a conversion
price of $0.62 per share, (ii) Class A warrants to purchase 7,157,259 shares of the Company’s common stock at an exercise
price of $0.62 per share and (iii) Class B warrants to purchase 3,578,630 shares of the Company’s common stock at an exercise
price of $0.62 per share. The Company received approximately $4,332,000 in gross proceeds from the Offering.

Section 2(a)(11) of the Securities Act of
1933, as amended (the “Securities Act”) defines an underwriter as “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.” The definition’s phrase “with a view to … distribution” creates
a subjective standard regarding an investor’s intent. As such, it is fact-specific. In determining intent, courts and the
Commission often look to evidence based on objective criteria.

In prior no-action letters, the Staff has
noted that determination of “underwriter” status depends on all of the facts and circumstances surrounding a particular
transaction. The Staff also has stated that institutional investors generally should not be deemed to be underwriters with regard
to the acquisition of large amounts of securities, provided such securities are acquired in the ordinary course of the investor’s
business and that the investor has no arrangement with any person to participate in the distribution of such securities.

We have analyzed the factors set forth in
C&DI 612.09 and believe that this analysis provides confirmation that the sale of common stock being registered is appropriately
characterized as a transaction that is eligible to be made on a shelf basis under Rule 415(a)(1)(i). The following is a summary
of our analysis of these factors.

How Long the Selling Securityholders
Have Held the Shares. The selling securityholders have owned the secured convertible notes and/or warrants (the “Securities”)
since May 17, 2018. Since the date of acquisition, none of the selling securityholders has sold or converted or exercised, as applicable,
any of the Securities. The selling securityholders have been subject to the full economic and market risks of their entire investment
since the date of the acquisition of the Securities. In addition, the selling securityholders acquired the Securities with no assurance
that the Shares could be sold in a liquid market. In addition, 10,985,889 of the 19,932,463 Shares are issuable upon exercise of
the warrants, which warrants are not exercisable until November 17, 2018, six months following the date of acquisition.

The Circumstances Under Which the Selling
Securityholders Received the Shares. The selling securityholders received the Shares in a bona fide private placement transaction
pursuant to an exemption from registration under Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder.
In connection with the issuance of the Securities, the Company entered into a registration rights agreement that provided the Company
would be obligated to register the resale of the common stock underlying the Securities no later than July 14, 2018. Such a registration
rights agreement is customary in private placements of this nature.

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

United States Securities and Exchange Commission

July
10, 2018

Page 3

The Purchase Agreement contains provisions
that are relevant to each selling securityholder’s intent to resell the Shares. Each selling securityholder (with the exception
of B3D, LLC, who was not a party to the Purchase Agreement) represented and warranted in the Purchase Agreement that (i) it was
acquiring the Securities and Shares as principal for its own account and not with a view to or for distributing or reselling the
Securities or Shares in violation of the Securities Act or any applicable state securities laws, (ii) it had no arrangement or
understanding, directly or indirectly, with any persons to resell or distribute or regarding the distribution of such Securities
or Shares and (iii) it acquired the Securities and the Shares in the ordinary course of its business. The Company is neither aware
of any evidence that would indicate that these representations were false nor aware of any evidence that the selling securityholders
had any plan to act in concert with a third party to effect a distribution of the Securities or Shares. In addition, the Company
is not aware of any evidence that would indicate that a distribution would occur if the Registration Statement is declared effective.
In connection with the Offering, the Company agreed to issue to B3D, LLC Class A warrants to purchase common stock in consideration
for B3D, LLC’s agreement to extend the maturity of the Company’s existing senior secured note to December 31, 2019,
the waiver of certain rights of Rockmore Investment Master Fund Ltd. and B3D, LLC under the Company’s existing senior secured
note and the consent to the issuance of the Securities pursuant to the Purchase Agreement.

In addition, the Company agreed to issue
secured convertible notes and warrants to Palladium Capital Advisors, LLC in consideration for its role as placement agent in the
Offering.

The selling securityholders have not entered
into any underwriting relationships or arrangements with the Company, have not received any commission or other payment from the
Company in connection with the resale of any of its securities, and the Company will receive no proceeds from the resale of the
Shares, if any, by the selling securityholders. These circumstances are quite distinct from those involving a primary offering
by or on behalf of the Company.

The Relationship of the Selling Securityholders
to the Company. Prior to their respective acquisitions, none of the selling securityholders had a relationship with the Company
except for (i) Intracoastal Capital LLC (which owned warrants to purchase 129,000 of the Company’s common stock prior to
the Offering) and (ii) B3D, LLC (as described below). The selling securityholders and their affiliates currently hold of record
approximately 3% of the Company’s outstanding common stock. Such ownership percentage does not take into account the fact
that the selling securityholders may not convert their notes or exercise their warrants if such conversion or exercise, as applicable,
would cause their beneficial ownership of the Company’s common stock (excluding shares underlying any of its unconverted
notes and warrants) to exceed 9.99% of the outstanding shares of the Company’s common stock. Therefore, regardless of the
number of shares that the Company is seeking to register for resale by the selling securityholders, the selling securityholders
will not become affiliates of the Company as a result of issuances pursuant to the convertible notes or warrants. One of the selling
securityholders, B3D, LLC, is currently a creditor of the Company and is controlled by Mr. Bruce T. Bernstein, the Chairman of
the Company’s Board of Directors. Neither B3D, LLC nor Mr. Bernstein is in the business of underwriting securities. Although
B3D, LLC and Mr. Bernstein may be deemed to be affiliates of the Company, the Staff has clarified that affiliates, including those
that hold a large percentage of outstanding shares, are not per se disqualified from undertaking secondary offerings. Please see
Securities Act Forms C&DI 216.14 (“Secondary sales by affiliates may be made under
General Instruction I.B.3 to Form S-3, even in cases where the affiliate owns more than 50% of the issuer's securities, unless
the facts and circumstances indicate that the affiliate is acting as an underwriter or by or on behalf of the issuer”).
B3D, LLC beneficially owns approximately 4.5% of the shares of common stock of the Company. 250,000 of the 19,932,463 Shares
are beneficially owned by B3D, LLC. To the Company’s knowledge, there is no relationship between the other selling securityholders
and B3D, LLC and Mr. Bernstein.

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

United States Securities and Exchange Commission

July 10, 2018

Page 4

To the best of the Company’s knowledge,
there are no relationships among the selling securityholders.

The selling securityholders are not acting
on behalf of the Company with respect to the Shares, the Company has no contractual, legal or other relationship with the selling
securityholders that would control the timing, nature or amount of their resales of the Shares, and the Company will receive no
proceeds from the sale of the Shares, if any. These facts support the view that the relationship the selling securityholders have
with the Company has been that of a long-term investor, not an underwriter or any other similar primary offering conduit.

The Amount of Shares Involved. As
of the date of the filing of the Registration Statement, the Company had 26,752,399 shares of common stock outstanding, of which
26,322,053 shares were held by persons
other than the selling securityholders, affiliates of the Company and affiliates of the selling securityholders. The Company proposes
to register 19,932,463 Shares for resale that are issuable upon conversion of the secured convertible notes held by the selling
securityholders or exercise of the warrants held by the selling securityholders. Assuming conversion of the secured convertible
notes held by the selling securityholders and exercise of the warrants held by the selling securityholders, this would represent
approximately 68% of the currently
outstanding shares of common stock. As noted in the Registration Statement, and pursuant to a registration rights agreement entered
into with the selling securityholders (with the exception of B3D, LLC, who is not a party to such registration rights agreement),
the Company is registering 125% of the shares under the secured convertible notes. As noted above, 10,985,889 of the 19,932,463
Shares are issuable upon exercise of the warrants, which warrants are not exercisable until November 17, 2018. Of the 19,932,463
Shares being registered for resale, 17,893,148 Shares are issuable upon conversion or exercise of Securities that were acquired
from the Company at a time when the selling securityholders (with the exception of B3D, LLC) were not affiliates of the Company,
in a private placement, subject to substantial resale limitations. None of the Shares being registered for resale are currently
outstanding, nor are they included in the amount outstanding.

Regardless of percentage, it is important
to note that the amount of shares being registered is only one factor cited in C&DI 612.09, and is not controlling. Securities
Act Rules C&DI 612.12 describes a scenario where a holder of well over one-third of the outstanding stock is able to effect
a valid secondary offering. The interpretation states, in relevant part, that:

“A controlling person
of an issuer owns a 73% block. That person will sell the block in a registered ‘at-the-market’ equity offering. Rule
415(a)(4), which places certain limitations on ‘at-the-market’ equity offerings, applies only to offerings by or on
behalf of the registrant. A secondary offering by a control person that is not deemed to be by or on behalf of the registrant is
not restricted by Rule 415(a)(4).”

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

United States Securities and Exchange Commission

July 10, 2018

Page 5

In addition, Securities Act Forms C&DI
216.14 regarding the use of Form S-3 to effect a secondary offering, provides:

“Secondary
sales by affiliates may be made under General Instruction I.B.3 to Form S-3, even in cases where the affiliate owns more than 50%
of the issuer's securities, unless the facts and circumstances indicate that the affiliate is acting as an underwriter or by or
on behalf of the issuer.”

These interpretive positions make clear
that a holder of well in excess of one-third of the public float can effect a valid secondary offering of its shares unless other
facts – beyond the mere level of ownership – indicate that the affiliate is acting as a conduit for the issu