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July 13, 2022
Xiangdong Wen
Principal Executive Officer
MMTec, Inc.
AF, 16/F, Block B, Jiacheng Plaza,
18 Xiaguangli, Chaoyang District, Beijing, 100027
Re:MMTec, Inc.
Registration Statement on Form F-3
Filed June 29, 2022
File No. 333-265898
Dear Mr. Wen:
            We have limited our review of your registration statement to those issues we have
addressed in our 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 this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form F-3 filed June 29, 2022
General
1.We note that you exclude Hong Kong and Macau from your definition of "PRC" or
"China" in your annual report for the fiscal year ended December 31, 2021, which is
incorporated by reference into this prospectus.  Please clarify that all the legal and
operational risks associated with having operations in the PRC also apply to operations in
Hong Kong and Macau.
Cover Page
2.Provide prominent disclosure about the legal and operational risks associated with being
based in or having the majority of the company’s operations in China. Your disclosure
should make clear whether these risks could result in a material change in your operations

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and/or the value of the securities you are registering for sale or could significantly limit or
completely hinder your ability to offer or continue to offer securities to investors and
cause the value of such securities to significantly decline or be worthless. Please disclose
on the cover page whether your auditor is subject to the determinations announced by the
PCAOB on December 16, 2021 and whether and how the Holding Foreign Companies
Accountable Act and related regulations will affect your company. Additionally, your
prospectus summary should address, but not necessarily be limited to, the risks
highlighted on the prospectus cover page.
Prospectus Summary, page 1
3.Revise your disclosure to provide a summary of risk factors within your prospectus
summary. Disclose the risks that your corporate structure and being based in or having the
majority of the company’s operations in China poses to investors. In particular, describe
the significant regulatory, liquidity, and enforcement risks with cross-references to the
more detailed discussion of these risks in the prospectus. For example, specifically discuss
risks arising from the legal system in China, including risks and uncertainties regarding
the enforcement of laws and that rules and regulations in China can change quickly with
little advance notice; and the risk that the Chinese government may intervene or influence
your operations at any time, or may exert more control over offerings conducted overseas
and/or foreign investment in China-based issuers, which could result in a material change
in your operations and/or the value of the securities you are registering for sale.
Acknowledge any risks that any actions by the Chinese government to exert more
oversight and control over offerings that are conducted overseas and/or foreign investment
in China-based issuers could significantly limit or completely hinder your ability to offer
or continue to offer securities to investors and cause the value of such securities to
significantly decline or be worthless.
4.In the prospectus summary, disclose each permission or approval that you or your
subsidiaries are required to obtain from Chinese authorities to operate your business and
to offer the securities being registered to foreign investors. State whether you or your
subsidiaries are covered by permissions requirements from the China Securities
Regulatory Commission (CSRC), Cyberspace Administration of China (CAC) or any
other governmental agency that is required to approve the subsidiaries operations, and
state affirmatively whether you have received all requisite permissions or approvals and
whether any permissions or approvals have been denied. Please also describe the
consequences to you and your investors if you or your subsidiaries: (i) do not receive or
maintain such permissions or approvals, (ii) inadvertently conclude that such permissions
or approvals are not required, or (iii) applicable laws, regulations, or interpretations
change and you are required to obtain such permissions or approvals in the future.

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July 13, 2022
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5.Provide a clear description in your prospectus summary of how cash is transferred through
your organization. Disclose your intentions to distribute earnings or settle amounts owed
under agreements with your subsidiaries. Quantify any cash flows and transfers of other
assets by type that have occurred between the holding company and its subsidiaries, and
direction of transfer. Quantify any dividends or distributions that any subsidiaries have
made to the holding company and which entity made such transfer, and their tax
consequences. Similarly quantify dividends or distributions made to U.S. investors, the
source, and their tax consequences. Your disclosure should make clear if no transfers,
dividends, or distributions have been made to date. Describe any restrictions on foreign
exchange and your ability to transfer cash between entities, across borders, and to U.S.
investors. Describe any restrictions and limitations on your ability to distribute earnings
from the company, including your subsidiaries, to the parent company and U.S. investors
as well as the ability to settle amounts owed under the agreements.
6.Disclose 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. Disclose whether your auditor is subject to the determinations announced by
the PCAOB on December 16, 2021.
Risk Factors, page 2
7.Given the Chinese government’s significant oversight and discretion over the conduct of
your business, please revise to highlight separately the risk that the Chinese government
may intervene or influence your operations at any time, which could result in a material
change in your operations and/or the value of the securities you are registering. Also,
given recent statements by the Chinese government indicating an intent to exert more
oversight and control over offerings that are conducted overseas and/or foreign investment
in China-based issuers, acknowledge the risk that any such action could significantly limit
or completely hinder your ability to offer or continue to offer securities to investors and
cause the value of such securities to significantly decline or be worthless.

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 FirstName LastName
Xiangdong Wen
MMTec, Inc.
July 13, 2022
Page 4
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Austin Pattan, Staff Attorney, at (202) 551-6756 or Joshua Shainess, Legal
Branch Chief, at (202) 551-7951 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Ralph Martino