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Aptorum Group Ltd

17 Hanover Square

London W1S 1BN, United Kingdom

January 9, 2023

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, N.E.

Washington, DC 20549

    Attn:
    Tracie Mariner

    Kevin Vaughn

    Re:

    Aptorum Group Ltd

    Form 20-F for Fiscal Year Ended December 31, 2021

    Response Dated December 28, 2022

    File No. 001-38764

Ladies and Gentlemen:

Aptorum Group Ltd (the “Company”,
“APM,” “we”, “us” or “our”) hereby transmits its response
to the letter received from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”),
dated January 5, 2023 regarding our Form 20-F for fiscal year ended December 31, 2021. For ease of reference, we have repeated the Commission’s
comments in this response and numbered them accordingly.

Response Dated December 28, 2022

Item 3.D. Risk Factors, page 1

    1.
    We note your response to comment 2 and reissue in part. Please revise your risk factors section to state the VIEs conduct operations in Hong Kong consistent with your narrative disclosure in response to comment 2 where you state, "[a]ll three VIEs are incorporated under the laws of Cayman Islands and conduct operations in Hong Kong."

Response: In response
to this comment, we revised the risk factor from our response dated December 28, 2022 (the “Prior Response”) as follows (revisions
in italic, other than the risk factor headers):

Our business, financial condition
and results of operations, and/or the value of our Class A Ordinary Shares or our ability to offer or continue to offer securities to
investors may be materially and adversely affected to the extent the laws and regulations of the PRC become applicable to a company such
as us.

We currently do not have or intend to have
any subsidiary or any contractual arrangement to establish a variable interest entity structure with any entity in mainland China.
All of our operating entities are in jurisdictions outside of mainland China, including all three of our VIEs which are incorporated
under the laws of Cayman Islands and conduct operations in Hong Kong. However, as our principal place of business is in Hong Kong,
a special administrative region of China, there is no guarantee that if certain existing or future laws of the PRC become applicable to
a company such as us, it will not have a material adverse impact on our business, financial condition and results of operations and/or
our ability to offer or continue to offer securities to investors, any of which may cause the value of such securities to significantly
decline or be worthless.

Except for the Basic Law, the national laws
of the PRC do not apply in Hong Kong unless they are listed in Annex III of the Basic Law and applied locally by promulgation or local
legislation. National laws that may be listed in Annex III are currently limited under the Basic Law to those which fall within the scope
of defense and foreign affairs as well as other matters outside the limits of the autonomy of Hong Kong. National laws and regulations
relating to data protection, cybersecurity and anti-monopoly have not been listed in Annex III and so do not apply directly to Hong Kong.

The laws and regulations in the PRC are
evolving, and their enactment timetable, interpretation and implementation involve significant uncertainties. To the extent any PRC laws
and regulations become applicable to us, we may be subject to the risks and uncertainties associated with the legal system in the PRC,
including with respect to the enforcement of laws and the possibility of changes of rules and regulations with little or no advance notice.
We currently do not have plan to expand our operation or acquire any operation in the mainland China. However, we may also become subject
to the laws and regulations of the PRC to the extent we commence business and customer facing operations in mainland China as a result
of any future acquisition, expansion or organic growth.

The PRC government exerts substantial
influence and discretion over the manner in which companies incorporated under the laws of PRC must conduct their business activities.
We have business operations in Hong Kong but not in in mainland China. However, if we were to become subject to such direct influence
or discretion, it may result in a material change in our operations and/or the value of our Class A Ordinary Shares, which would materially
affect the interest of the investors.

The PRC legal system is evolving rapidly
and the PRC laws, regulations, and rules may change quickly with little advance notice. In particular, because these laws, rules and regulations
are relatively new, and because of the limited number of published decisions and the non-precedential nature of these decisions, the interpretation
of these laws, rules and regulations may contain inconsistences, the enforcement of which involves uncertainties. The PRC government has
exercised and continues to exercise substantial control over many sectors of the PRC economy through regulation and/or state ownership.
Government actions have had, and may continue to have, a significant effect on economic conditions in the PRC and businesses which are
subject to such government actions.

We have business operations in Hong Kong,
but not in mainland China, and we directly, or indirectly via our subsidiaries, own equity interests in our operating entities,
none of which are located in mainland China, although all three of our VIEs are incorporated under the laws of Cayman Islands
and conduct operations in Hong Kong. Our principal executive offices are located in Europe, but our principal place of business is
in Hong Kong, a special administrative region of China. The PRC government currently does not exert direct influence and discretion over
the manner in which we conduct our business activities outside of mainland China, however, there is no guarantee that we will not be subject
to such direct influence or discretion in the future due to changes in laws or other unforeseeable reasons or as a result of our future
expansion or acquisition of operations in mainland China. See “- Our business, financial condition and results of operations,
and/or the value of our Class A Ordinary Shares or our ability to offer or continue to offer securities to investors may be materially
and adversely affected to the extent the laws and regulations of the PRC become applicable to a company such as us.”

We currently do not have plans to expand
our operation or acquire any operation in the mainland China. However, if we were to become subject to the direct intervention or influence
of the PRC government at any time due to changes in laws or other unforeseeable reasons or as a result of our future development, expansion
or acquisition of operations in the PRC, it may require a material change in our operations and/or result in increased costs necessary
to comply with existing and newly adopted laws and regulations or penalties for any failure to comply. In addition, the market prices
of our Class A Ordinary Shares could be adversely affected as a result of anticipated negative impacts of any such government actions,
as well as negative investor sentiment towards Hong Kong-based companies subject to direct PRC government oversight and regulation, regardless
of our actual operating performance. There can be no assurance that the Chinese government would not intervene in or influence our operations
at any time.

We were not required to obtain permission
from the PRC government to list on a U.S. securities exchange, however there is no guarantee that this will continue to be the case in
the future in relation to the continued listing of our securities on a securities exchange outside of the PRC, or even when such permission
is obtained, it will not be subsequently denied or rescinded. Any actions by the PRC government to exert more oversight and control over
offerings (including of businesses whose primary operations are in Hong Kong) that are conducted overseas and/or foreign investments in
Hong Kong-based issuers could significantly limit or completely hinder our ability to offer or continue to offer securities to investors
and cause the value of our securities, including our Class A Ordinary Shares, to significantly decline or be worthless.

Risks Related to Our Corporate Structure

We may not be able to consolidate
the financial results of some of our affiliated companies or such consolidation could materially adversely affect our operating results
and financial condition.

The Company has three VIEs which are
incorporated under the laws of Cayman Islands and conduct operations in Hong Kong. The Company currently consolidates two of those
VIEs since the Group has a variable interest in them and is determined to be the primary beneficiary of those 2 VIES
under the U.S. GAPP. This determination is based on whether the Group has a variable interest (or combination of variable interests)
that provides the Company with (a) the power to direct the activities that most significantly impact the VIEs’ economic performance
and (b) the obligation to absorb losses or right to receive benefits that could be potentially significant to the VIE. The Group continually
reassesses whether it is the primary beneficiary of a VIE throughout the entire period the Group is involved with the VIE. According to
those standards, we determined that we have the power to manage and make decisions that affect Mios and Scipio’s research and development
activities, which activities most significantly impact Mios and Scipio’s economic performance. However, we do not have such power
over Libra’s research and development activities, which activities most significantly impact Libra’s economic performance.
Accordingly, we determined that we are the primary beneficiary of Mios and Scipio, but not the primary beneficiary of Libra. As a result,
Mios and Scipio’s financial results are consolidated in our consolidated financial statements. In the event that in the future the
VIEs no longer meet the definition of a VIE, or we are deemed not to be the primary beneficiary of the VIE for accounting purpose, we
would not be able to consolidate line by line that VIE’s financial results in our consolidated financial statements. Also, if in
the future an affiliate company becomes a VIE and we become the primary beneficiary of it for accounting purposes, we would be required
to consolidate that entity’s financial results in our consolidated financial statements. If such entity’s financial results
were negative, this could have a corresponding negative impact on our operating results.

    2.
    Please revise throughout where you discuss the Holding Foreign Companies Accountable Act (the "HFCA Act") to reflect the HFCA Act timeline for a potential trading prohibition was shortened from three years to two years, as part of the "Consolidated Appropriations Act, 2023," signed into law on December 29, 2022.

Response: In response to this comment, we shall
revise the disclosure in our annual report on Form 20-F for fiscal year ended December 31, 2021 filed on April 29, 2022 and disclosure
from our Prior Response as follows (revisions in italics, other than the risk factor headers):

If the U.S. Public Company Accounting
Oversight Board, or the PCAOB, is unable to inspect our auditors as required under the Holding Foreign Companies Accountable Act, the
SEC will prohibit the trading of our Class A Ordinary Shares. A trading prohibition for our Class A Ordinary Shares, or the threat of
a trading prohibition, may materially and adversely affect the value of your investment. Additionally, the inability of the PCAOB to conduct
inspections of our auditors would deprive our investors of the benefits of such inspections

The U.S. Holding Foreign Companies Accountable
Act, or the HFCA Act, was enacted into law on December 18, 2020. Under the HFCA Act, if the SEC determines that we have filed audit reports
issued by a registered public accounting firm that has not been subject to inspection by the PCAOB for three consecutive years (beginning
with this annual report on Form 20-F), the SEC will prohibit our securities, including our Class A Ordinary Shares, from being traded
on a U.S. national securities exchange, including NASDAQ, or in the over-the-counter trading market in the U.S. Furthermore, on June 22,
2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act (the “AHFCAA”), which, if signed into
law, would amend the HFCA Act and require the SEC to prohibit an issuer’s securities from trading on any U.S. stock exchanges if
its auditor is not subject to the PCAOB inspections for two consecutive years instead of three consecutive years. On September 22, 2021,
the PCAOB adopted a final rule implementing the HFCA Act, which provides a framework for the PCAOB to use when determining, as contemplated
under the HFCA Act, whether the Board is unable to inspect or investigate completely registered public accounting firms located in a foreign
jurisdiction because of a position taken by one or more authorities in that jurisdiction. On November 5, 2021, the SEC approved the PCAOB’s
Rule 6100, Board Determinations Under the Holding Foreign Companies Accountable Act. Rule 6100 provides a framework for the PCAOB to use
when determining, as contemplated under the HFCA Act, whether it is unable to inspect or investigate completely registered public accounting
firms located in a foreign jurisdiction because of a position taken by one or more authorities in that jurisdiction. On December 2, 2021,
the SEC issued amendments to finalize rules implementing the submission and disclosure requirements in the HFCA Act. The rules apply to
registrants that the SEC identifies as having filed an annual report with an audit report issued by a registered public accounting firm
that is located in a foreign jurisdiction and that PCAOB is unable to inspect or investigate completely because of a position taken by
an authority in foreign jurisdictions. The process for implementing trading prohibitions pursuant to the HFCA Acts will be based on a
list of registered public accounting firms that the PCAOB has been unable to inspect and investigate completely as a result of a position
taken by a non-U.S. government, or the Relevant Jurisdiction, and such identified auditors, the PCAOB Identified Firms. The first list
of PCAOB Identified Firms was included in a release by the PCAOB on December 16, 2021, or the PCAOB December 2021 Release. The SEC will
review annual reports filed with it for fiscal years beginning after December 18, 2020 to determine if the auditor used for such reports
was so identified by the PCAOB, and such issuers will be designated as “Commission Identified Issuers” on a list to be published
by the SEC. If an issuer is a Commission Identified Issuer for two consecutive years (which will be determined after the second such annual
report), the SEC will issue a trading order that will implement prohibitions described above. On December 29, 2022, a legislation entitled
“Consolidated Appropriations Act, 2023” (the “Consolidated Appropriations Act”), was signed into law by President
Biden. The Consolidated Appropriations Act contained, among other things, an identical provision to AHFCAA, which reduce the number of
consecutive non-inspection years required for triggering the prohibitions under the HFCA Act from three years to two.

Our current independent
accounting firm, Marcum Bernstein & Pinchuk LLP, whose audit report is included in this annual report on Form 20-F, is headquartered
in Manhattan, New York, and was not included in the list of PCAOB Identified Firms in the PCAOB December Release. Our ability to retain
an auditor subject to PCAOB inspection and investigation, including but not limited to inspection of the audit wor