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December 6, 2022
Xuesong Song
Chief Executive Officer
Luokung Technology Corp.
B9-8, Block B, SOHO Phase II, No. 9, Guanghua Road
Chaoyang District, Beijing
People’s Republic of China, 100020
Re:Luokung Technology Corp.
Form 20-F for the Fiscal Year Ended December 31, 2021
File No. 001-34738
Dear Xuesong Song:
            We have reviewed your October 21, 2022 response to our comment letter and have the
following 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
September 19, 2022 letter.
Form 20-F for the Fiscal Year Ended December 31, 2021
Cover Page
1.We note your response to prior comment 25; however, we note that your proposed
revisions continue to define the "Company", "we", "our" and "us" to include subsidiaries
controlled by contract and variable interest entities.  Please revise to refrain from using
terms such as “we” or “our” when describing activities or functions of a VIE.
Item 3. Key Information, page 2
2.We note your response to prior comment 3. Please expand your disclosure to expressly
disclose that the legal and operational risks and uncertainties associated with being based
in China could cause the value of your securities to significantly decline or “be
worthless.” Additionally, please address how recent statements by China’s government

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December 6, 2022
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have or may impact the company’s ability to conduct its business, accept foreign
investments, or list on a U.S. or other foreign exchange.
3.Please include the diagram of corporate structure in “Item 3. Key Information.” In this
same section, please describe all contracts and arrangements through which you claim to
have economic rights and exercise control that results in consolidation of the VIE’s
operations and financial results into your financial statements.
4.We note your response to prior comment 6. Please revise to include a summary of risk
factors section with individual cross-references to the more detailed discussion of these
risks in the prospectus. Your summary of risk factors should be a series of concise,
bulleted or numbered statements that is no more than two pages summarizing the principal
risk factors.
5.We note your disclosure on page 2 related to the permission and approvals required to
operate your business. Please revise to also discuss any permissions and approvals
required to be obtained from Chinese authorities to offer securities. Also, if you determine
no permissions are required, provide an explanation as to whether you consulted counsel
and, if not, why you did not consult counsel and why you do not need any permissions or
approvals.
C. Organizational Structure
Consolidating Statements of Income Information, Consolidating Balance Sheets Information and
Consolidating Cash Flows information, page 44
6.Refer to your response to comment 11.  Please revise the Consolidating Balance Sheets to
separately disclose the WFOE's interest in your VIEs from the Investment in subsidiaries
of the parent.  Please also separate the WFOE's income/loss of VIEs from the parent's
undistributed earnings from subsidiaries.
Item 5. Operating and Financial Review and Prospects Overview
B. Liquidity and Capital Resources, page 57
7.Please expand the discussion to include more detail regarding what aspects of your new
customer receivables differ from existing customer receivables that resulted in the
significant decrease in credit losses expected during the period.  Also, discuss any
differences in assumptions in your credit loss modeling policy from period to period.
Financial Statements, page F-10
8.We note that you have restated the balance sheet to reclassify the Redeemable preferred
shares from Share Capital to Mezzanine equity, which appears to be a material
restatement.  Please tell us the basis for not including disclosure of the restatement in the
Reports of Independent Registered Public Accounting Firms and related disclosures in the
notes to the financial statements or revise the draft disclosures accordingly.
9.Please refer to the revised balance sheet.  The reported amounts of "Total equity

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 December 6, 2022 Page 3
 FirstName LastName
Xuesong Song
Luokung Technology Corp.
December 6, 2022
Page 3
attributable to owners of the company" and "Total Shareholders’ Equity" should be
corrected.
            You may contact Claire DeLabar, Staff Accountant at (202) 551-3349 or Robert
Littlepage, Accountant Branch Chief at (202) 551-3361 if you have any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Elizabeth Fei Chen