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

September 27, 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 September 16, 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. 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.

Selling Securityholders, page 24

Comment #1:

Please ensure that
your selling shareholder table accurately reflects the shares you are registering for resale. For example, we note that Alpha Capital
Anstalt beneficially owns 202,800 common shares prior to the offering, intends to sell 8,112 common shares pursuant to the prospectus,
yet will beneficially own no shares upon completion of the offering. Likewise, Brio Capital Master Fund holds 142,808 shares prior
to the offering, will sell a maximum of 45,000 shares pursuant to the prospectus, and will beneficially own 142,800 shares upon
completion. Please revise or advise. Also clarify how you arrived at the number and percentage of shares beneficially held by each
selling shareholder after the offering.

Response:

In response to the
Staff’s comment, the Company has revised the selling securityholder table appearing in the Amended Registration Statement
to accurately reflect the shares being registered for resale. The Company respectfully advises that although it is registering
200% of the shares currently issued or issuable (other than with respect to the shares issued pursuant to the Merger Agreement
and the Subscription Agreement (each as defined in the Amended Registration Statement), for which 100% of such shares are being
registered), the column entitled “Shares of Common Stock Beneficially Owned Prior to Offering” includes only the shares
currently issued or issuable, as this most accurately reflects the beneficial ownership of the selling securityholders at this
time. As a result, taking the number of shares beneficially owned prior to the offering and subtracting the number of shares being
registered in the offering would not result in the correct number of shares beneficially owned after the offering. Therefore,
to ensure consistency among the calculations, the values in the column entitled “Shares of Common Stock Beneficially Owned
After Offering” are calculated by subtracting 100% of the number of shares to be sold by such selling securityholder in
the offering, based on the beneficial ownership of the selling securityholders at this time and without giving effect to any multiplier
(i.e., 100% rather than 200%), from the shares beneficially owned by each securityholder prior to the offering. As an example,
Brio Capital Master Fund holds 165,308 shares prior to the offering and will sell a maximum of 45,000 shares pursuant to the prospectus
(200% of 22,500 shares). To calculate Brio Capital Master Fund’s ownership after the offering, we have subtracted 22,500
shares from the 165,308 shares beneficially owned prior to the offering, for ownership of 142,808 shares.

Boston       London       Los
Angeles       New York       San Diego       San
Francisco      Washington

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

 MINTZ

September 27, 2019

Page 2

In response to the
Staff’s comment, the Company has also revised the percentage of shares beneficially held upon the completion of the offering.
The percentages are calculated based on 2,916,919 outstanding shares of common stock of the Company and assumes the sale of the
34,907,198 shares being registered pursuant to the prospectus.

General

Comment #2:

We note that you
are registering the sale of approximately 35 million shares of common stock. Given the size relative to the number of shares outstanding
held by non-affiliates, the nature of the offering and some of the selling security holders, it appears that the transaction may
be an indirect primary offering. Please provide us with an analysis as to why the offering by the selling stockholders should properly
be regarded as a secondary offering and, if applicable, why you would be eligible to register the transaction as an indirect primary
offering on Form S-3. In your analysis, tell us why you are registering 200% of the shares issuable upon conversion and exercise
of each of the securities referenced. Refer to Securities Act Rules Compliance and Disclosure Interpretation 612.09.

Response:

Overview

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 34,907,198
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.

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 series of transactions that are 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 with respect to each transaction, as we believe that each transaction
should be reviewed independently and not together.

 MINTZ

September 27, 2019

Page 3

Legal Analysis of Palladium Private Placement

Overview.  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 9,000 shares of such Series F Preferred Stock to the parties to the May 2018 SPA Amendment,
which will be convertible into shares of the Company’s common stock at a conversion price of $2.00 per share upon receipt
of shareholder approval (collectively, the “Palladium Private Placement”). The Palladium Investors ultimately
received an aggregate of 8,996 shares of Series F Preferred Stock instead of the 9,000 shares referenced in the Registration Statement
due to the rounding of certain calculations, which updated number of shares is reflected in the Amended Registration Statement.
The Company seeks to register the shares of common stock underlying the Series F Preferred Stock.

How Long the Palladium
Investors Have Held the Shares. The Palladium Investors have owned the Series F Preferred Stock since July 8, 2019. Since
the date of acquisition, none of the Palladium Investors has sold any of the Series F Preferred Stock. In addition, the Series
F Preferred Stock may not be converted into common stock until receipt of shareholder approval, which has not been received as
of the date hereof. The Palladium Investors acquired the Series F Preferred Stock with no assurance that the underlying shares
could be sold in a liquid market and have been subject to the full economic and market risks of their entire investment since the
date of the acquisition of the Series F Preferred Stock.

The Circumstances
under Which the Palladium Investors Received the Shares. The Palladium Investors received the Series F Preferred Stock
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 Series F Preferred Stock, the Company agreed
to use commercially reasonable efforts to obtain shareholder approval for the issuance of the common stock underlying the Series
F Preferred Stock within 120 days of the signing of the May 2018 SPA Amendment. In addition, the Company agreed to issue shares
of Series F Preferred Stock to Palladium Capital Advisors, LLC as consideration for services provided in connection with the transaction.

The Palladium Investors
have not entered into any underwriting relationships or arrangements with the Company and have not received any commission or other
payment from the Company in connection with the resale of any of its shares. The Company will receive no proceeds from the resale
of the shares underlying the Series F Preferred Stock, if any, by the Palladium Investors. These circumstances are distinct from
those involving a primary offering by or on behalf of the Company.

The Relationship
of the Palladium Investors to the Company. Prior to their respective acquisitions, none of the Palladium Investors had
a relationship with the Company, other than the ownership by certain Palladium Investors of shares of the Company’s common
stock and/or warrants to purchase shares of the Company’s common stock. The Palladium Investors and their affiliates currently
hold of record approximately 2.4% of the Company’s outstanding common stock in the aggregate. No Palladium Investor may convert
its Series F Preferred Stock into common stock to the extent such conversion would cause its beneficial ownership of the Company’s
common stock to exceed 4.99% 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 Palladium Investors, none of the Palladium Investors will become
an affiliate of the Company as a result of issuances pursuant to the terms of the Series F Preferred Stock.

 MINTZ

September 27, 2019

Page 4

To the best of the
Company’s knowledge, there are no relationships among the Palladium Investors or between the Palladium Investors and the
other selling securityholders.

The Palladium Investors
are not acting on behalf of the Company with respect to the Series F Preferred Stock or the underlying shares of common stock.
The Company has no contractual, legal or other relationship with the Palladium Investors that would control the timing, nature
or amount of their resales of the Series F Preferred Stock or the underlying shares of common stock, and the Company will receive
no proceeds from the resale of the Series F Preferred Stock or the underlying shares of common stock, if any. These facts support
the view that the relationship the Palladium Investors 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 September 26, 2019, the Company had 2,918,169 shares of common stock outstanding, of which 2,735,327
shares were held by persons other than the Palladium Investors, affiliates of the Company and affiliates of the Palladium Investors.
The Company proposes to register 899,600 shares for resale that are issuable upon conversion of the Series F Preferred Stock held
by the Palladium Investors. Assuming conversion of all of the Series F Preferred Stock held by the Palladium Investors being registered
pursuant to the Registration Statement, this would represent approximately 25.4% of the pro forma outstanding shares of common stock after giving effect to such conversion. None of the shares being registered for resale are currently outstanding, nor are they included in the amount currently
outstanding.

Pursuant to C&DI
139.10, and as noted in the Registration Statement, the Company is registering 200% of the shares issuable upon conversion of the
Series F Preferred Stock, which reflects the Company’s good faith estimate of the maximum number of shares that it may issue
upon conversion pursuant to anti-dilution protection.

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.
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 as follows:

“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).”

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

“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 issuer. Here, no other facts exist to suggest that the Palladium Investors are acting as a conduit for the issuer. In light
of this, the circumstances support the view that the Palladium Investors can effect a valid secondary offering regardless of the
percentage of the currently outstanding common stock the secondary o