SecProbe.io

CORRESP
1
filename1.htm

Oriental
Culture Holding LTD.

June 2, 2023

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street, N.E.

Washington, D.C. 20549-0405

    Attention:
    Cara Wirth

Jennifer López Molina

    Re:
    Oriental Culture Holding LTD.

    Amendment No. 4 to Registration Statement on Form F-3

    Filed March 7, 2023

    File No. 333-262398

Dear Ms. Wirth and Ms. López Molina:

Oriental Culture Holding LTD. (“OCG”
or the “Company” and sometimes referred to as “we” or “our”) is submitting this letter and the following
information in response to a letter, dated March 27, 2023, from the staff (the “Staff”) of the Securities and
Exchange Commission (the “Commission”) with respect to the Company’s Registration Statement on Form F-3
(the “Registration Statement”) filed with the Commission on January 28, 2022 and amended on February 22, 2022,
June 15, 2022, February 9, 2023 and March 7, 2023.

Concurrently with the submission of this letter,
the Company is filing Amendment No. 5 to the Registration Statement (the “Amended Registration Statement”) via EDGAR
with the Commission.

The Staff’s comments are repeated below
in bold and are followed by the Company’s responses. In addition to revising the disclosure in response to the Staff’s comments,
the Company has also included other information and data to reflect recent developments.

Amendment No. 4 to Registration Statement on Form F-3
Filed March 7, 2023

Risk Factors

“Nan County Public Safety Bureau has frozen certain
bank accounts ... “, page 19

1. We note your amended disclosure in response to comment 1. Please revise to explain why you determined
not to make any further withdrawals from the accounts. Also, please disclose the number of customers that currently have deposits in the
accounts and the number of customers that have been able to successfully retrieve their deposits, if material.

Response: Because
the customers currently can freely transfer their deposits and make their withdrawals based on their actual needs from the trust account
through direct requests with the bank, the Company believes it is not necessary to have the customers to withdraw all the funds at once
and they can decide when and how much to withdraw based on their specific needs. Because the trust account is managed by Nanjing
Jinwang, we don’t have details on overall number of customers that currently have deposits
in the accounts and the number of customers that have been able to successfully retrieve their deposits. Nanjing Jinwang and its accounting
department have not been in normal operation since the investigation. We receive feedback from customers if they have problems withdrawing
deposits from the trust account with the bank.

General

2. In the appropriate sections throughout your prospectus, please revise to discuss the February 24, 2023
Provisions on Strengthening Confidentiality and Archives Administration of Overseas Securities Offering and Listing by Domestic Companies
that was issued by the CSRC, the Ministry of Finance, the National Administration of State Secretes Protection and the National Archives
Administration, its applicability to you, and the associated risks.

Response:
We have revised our disclosures on cover page and page 2 to discuss the February 24, 2023 Provisions on Strengthening Confidentiality
and Archives Administration of Overseas Securities Offering and Listing by Domestic Companies (the “Provisions”) that was
issued by the CSRC, the Ministry of Finance, the National Administration of State Secretes Protection and the National Archives Administration,
which took effect on March 31, 2023. According to Provisions, the PRC domestic enterprises seeking to offer securities and list in overseas
markets, either directly or indirectly, shall establish and improve the system of confidentiality and archives work, and shall complete
approval and filing procedures with competent authorities, if such PRC domestic enterprises or their overseas listing entities provide
or publicly disclose documents or materials involving state secrets and work secrets of state organs to relevant securities companies,
securities service institutions, overseas regulatory agencies and other entities and individuals. It further stipulates that (i) providing
or publicly disclosing documents and materials which may adversely affect national security or public interests, and accounting records
or photocopies thereof to relevant securities companies, securities service institutions, overseas regulatory agencies and other entities
and individuals shall be subject to corresponding procedures in accordance with relevant laws and regulations; and (ii) any working papers
formed in the territory of the PRC by securities companies and securities service agencies that provide domestic enterprises with securities
services relating to overseas securities issuance and listing shall be stored in the territory of the PRC, the outbound transfer of which
shall be subject to corresponding procedures in accordance with relevant laws and regulations. We operate our online platforms through
our subsidiaries in Hong Kong which are not subject to the laws and regulations of China, and the VIE and its subsidiaries in China provide
marketing, warehouse storage and technical maintenance services and they don’t conduct any activities that affect or may affect
national security and they don’t have documents and materials which may adversely affect national security or public interests.

3. We note your disclosure that “[a]fter the New Overseas Listing Rules are enacted, the relevant
filing procedures of the CSRC and other governmental authorities will be required in connection with our offerings.” Please clearly
state whether this offering will be subject to the New Overseas Listing Rules and whether the offering is contingent upon receipt of approval
from the CSRC. In this regard, disclose your responsibilities under the New Overseas Listing Rules and the current status of your compliance
with the process. Please also expand your disclosure to discuss the risk and impact to your business operations and offering of securities
if you do not receive the relevant approvals, including potential fines, penalties, or sanctions and discuss whether delisting is a potential
consequence.

Response: We have revised our disclosure
on cover page and page 2 to state any future offering pursuant to this Form F-3 will be subject to the New Overseas Listing Rules but
the offering is not contingent upon receipt of approval from the CSRC as the new rules only require the Company to file with CSRC within
three business days after the completion of the overseas offering. We have disclosed that we are obligated to file with CSRC any overseas
offering within three business days after the completion of such offerings under the New Overseas Listing Rules. Currently, we are registering
the shares under the Form F-3 without any actual offering, therefore, we don’t believe that we need to make filings under New Overseas
Listing Rules since the CSRC filing under the New Overseas Listing Rule is required within three business days after the completion of
the offering for the companies already listed on an overseas exchange before the effective date of the New Overseas Listing Rules on March
31, 2023. We have expanded our disclosure to discuss the risk and impact to our business operations and offering of securities if we do
not receive the relevant approvals, including potential fines, penalties, or sanctions on page 15. According to Article 5 Legal Liabilities
of the New overseas Listing Rule, any breach of the rules, including failure to fulfill filing obligations or filing documents having
false statement or misleading information or material omission may result in a fine ranging from RMB1 million to RMB10 million, and in
cases of severe violations, the relevant responsible persons may also be barred from entering the securities market, although delisting
is not a potential consequence for failure to file with CSRC pursuant to the New overseas Listing Rules.

    2

If you have any further comments or require any
further information or if any questions should arise in connection with this submission, please call Mr. Jeffrey Li at (703) 618-2503
at FisherBroyles, LLP.

    Very truly yours,

    Oriental Culture Holding LTD.

    /s/ Yi Shao

    Yi Shao

    Chief Executive Officer

3