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February 27, 2024
Xianlong Wu
Chief Executive Officer
Bit Brother Ltd
15/F, Block A, Kineer Business Centre
53 Binjiang Road, Yuelu District
Changsha, Hunan Province, China 410023
Re:Bit Brother Ltd
Form 20-F for the Year Ended June 30, 2023
Response dated February 20, 2024
File No. 001-35755
Dear Xianlong Wu:
            We have reviewed your February 20, 2024 response to our comment letter and have the
following comments. Please respond to this letter 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 a comment applies to your facts and circumstances, please tell us why in your
response. After reviewing your response to this letter, we may have additional comments. Unless
we note otherwise, any references to prior comments are to comments in our January 9, 2024
letter.
Annual Report on Form 20-F for Fiscal Year Ended June 30, 2023
Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections, page 108
1.We note your response to prior comment 1. Please explain the apparent discrepancy
between your original supplemental submission that based upon your examination of
public filings made by your shareholders "no shareholder beneficially owned 5% or more
of the Company’s outstanding shares as of December 28, 2023" (underline added), and the
Schedule 13G filed by S.H.N. Financial Investments Ltd. on December 15, 2023, as well
as the Schedule 13G, and amendments thereto, filed by Matthew J. Ruck on November
10, 2023, November 22, 2023, and November 29, 2023, which all reported ownership of
more than 5% of your ordinary shares.
2.We note that your response to prior comment 2 appears limited to your submission under
paragraph (a). Please supplementally describe any additional materials that were reviewed
and tell us whether you relied upon any legal opinions or third party certifications relied
upon in connection with the required disclosures under paragraphs (b)(2) and (3).

 FirstName LastNameXianlong Wu
 Comapany NameBit Brother Ltd
 February 27, 2024 Page 2
 FirstName LastName
Xianlong Wu
Bit Brother Ltd
February 27, 2024
Page 2
3.We note your response to prior comment 4 and your proposed amendment language, and
we re-issue the comment in part.

•Regarding your proposed disclosure for Item 16I(b)(2), we note that you provide
disclosure for Bit Brother Limited. Please also supplementally clarify the
jurisdictions in which your consolidated foreign operating entities, including variable
interest entities, are organized or incorporated and provide the percentage of your
shares or the shares of your consolidated operating entities owned by governmental
entities in each foreign jurisdiction in which you have consolidated operating entities.
•Regarding your proposed disclosure for Item 16I(b)(4), please revise to provide
the required information for you and all of your consolidated foreign operating
entities, including variable interest entities, not just your "subsidiaries."
4.We note your revised submission and proposed disclosure pursuant to Item 16I(b)(3)
addresses ownership or control by governmental entities in "mainland China" or
"China." Please further revise both your supplemental submission, and your disclosure
pursuant to Item 16I(b), to disclose the ownership or control by governmental entities in
Hong Kong as well as China.
            Please contact Charles Guidry at 202-551-3621 or Christopher Dunham at 202-551-3783
with any other questions.
Sincerely,
Division of Corporation Finance
Disclosure Review Program
cc:       Joan Wu