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    Loeb
    & Loeb LLP

    345
    Park Avenue

    New
    York, NY 10154

    Tel.
    212.407.4000

    Fax
    212.407.4990

November
10, 2022

Via
Email and EDGAR

Jan
Woo

Legal
Branch Chief

Division
of Corporation Finance

U.S.
Securities and Exchange Commission

100
F Street, N.E.

Washington,
DC 20549

    Re:
    CLPS Inc.

    Amendment No. 1 to Registration
    Statement on Form F-3

    Filed on October 12, 2022

    Commission File No. 333-266951

Dear
Ms. Woo:

This
letter is submitted on behalf of CLPS Inc. (the “Company” or “we”) in response to the comments of the staff of
the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
with respect to the above-referenced Amendment No. 1 to Registration Statement (the “Amendment No. 1”) as set forth in the
Staff comment letter dated October 26, 2022 addressed to Mr. Raymond Ming Hui Lin, Chief Executive Officer of the Company (the “Comment
Letter”). The Company is concurrently submitting Amendment No. 2 to the Registration Statement (“Amendment No. 2”),
which includes changes that reflect responses to the Staff’s comments.

For
reference purposes, the text of the Comment Letter has been reproduced herein with responses below each numbered comment. For your convenience,
we have italicized the reproduced Staff comment from the Comment Letter.

Cover
Page

1.
Please disclose on the cover page that your auditor, Ernst & Young Hua Ming LLP, is subject to the determinations announced by the
PCAOB on December 16, 2021. Disclose whether and how the Holding Foreign Companies Accountable Act and related regulations will affect
your company. Discuss the Statement of Protocol and that trading in your securities may be prohibited under the Holding Foreign Companies
Accountable Act if the PCAOB determines that it cannot inspect or investigate completely your auditor, and that as a result an exchange
may determine to delist your securities.

    RESPONSE:
    In response
    to the Staff’s comment, the Company has revised its disclosure on the cover page of Amendment No. 2 and has included cross
    references to relevant paragraphs under “Risk Factor,” specifically under the headings “The Holding Foreign Companies
    Accountable Act could result in delisting of our common stock from Nasdaq Capital Market and lack of a readily available market for
    our common stock” and “There are uncertainties with respect to regulatory cooperation between PCAOB and Chinese regulators
    under the Statement of Protocol signed by the PCAOB and the CSRC of the People’s Republic of China on August 26, 2022.”

2.
We note your response to prior comment 2 and we reissue it in part. Please disclose on the cover page the legal and operational risks
associated with being based in or having the majority of your operations in China. Also, include the information you provide in your
response to prior comment 2 on the prospectus cover page.

    RESPONSE:
    The Company
    has updated the cover page of Amendment No. 2 in response to Staff’s comment to Amendment No. 1.

3.
We note your response to prior comment 3 regarding how cash is transferred through your organization. Please include the information
from your response on the cover page and in the prospectus summary.

    RESPONSE:
    The Company
    has updated the cover page and summary pages of Amendment No. 2 in response to Staff’s comment to Amendment No. 1.

Summary,
page 4

4.
We note your response to prior comment 4 regarding permissions or approvals. Please include the information in the prospectus summary.

    RESPONSE:
    The Company
    has updated the summary pages of Amendment No. 2 in response to Staff’s comment to Amendment No. 1.

    2

Please
call James Zhang of Loeb & Loeb LLP at (347) 601-8154 if you would like additional information with respect to any of the foregoing.
Thank you.

    Sincerely,

    /s/
    Loeb & Loeb LLP

    Loeb & Loeb LLP

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