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Epsium Enterprise Limited

Alameda Dr. Carlos D’assumpcao Edf China Civil
Plaza 235-243 14 Andar P Macau

Tel (853) 2857 5232．Fax (853) 2857 5215

September 17, 2024

Via EDGAR

Ms. Rebekah Reed

Mr. Dietrich King

Division of Corporation Finance

Office of Financial Services

U.S. Securities and Exchange Commission

    Re:
    Epsium Enterprise Limited

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

Filed June 25, 2024

CIK No. 0001883437

File No. 333-276313

Dear Ms. Reed and Mr. King:

This letter is in response to the letter dated
July 17, 2024, from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”)
addressed to Epsium Enterprise Limited (the “Company”, “we”, or “our”) relating
to Amendment No. 3 to Registration Statement on Form F-1 filed with the Commission on June 25, 2024 (the “Original Registration
Statement”) in connection with its application for a listing on the Nasdaq Capital Market (the “Proposed Listing”).
For ease of reference, we have recited the Commission’s comments in this response and numbered them accordingly. Amendment No. 4
to the Registration Statement on Form F-1 (“Amendment No. 4”) is being filed to accompany this letter.

Amendment No. 3 to Registration Statement on
Form F-1 filed June 25, 2024

Cover Page

Epsium Enterprise Limited

Alameda Dr. Carlos D’assumpcao Edf China Civil
Plaza 235-243 14 Andar P Macau

Tel (853) 2857 5232．Fax (853) 2857 5215

 1. We note that disclosure regarding additional cash transfers between the Operating Entity and Epsium
BVI in 2024 has been added to pages 5 and 94. Please revise to disclose these transfers on the prospectus cover page as well.

Response:

We acknowledge the Staff’s comments and
respectfully inform you that we have incorporated the requested disclosure and made additional revisions in Amendment No. 4 to streamline
the relevant sections, avoid repetition, and enhance clarity.

Explanatory Note, page i

 2. Your statements here that, “the sales of our Ordinary Shares registered in this registration statement
will result in two offerings by the Registrant taking place concurrently or sequentially,” and on the IPO prospectus cover page that,
“The Resale Shareholders are offering 1,159,534 Ordinary Shares in aggregate to be sold in the offering pursuant to the Resale Prospectus,”
are inconsistent with the disclosure on the resale prospectus cover page that the resale offering is separate from the IPO and that Resale
Shareholders may only offer shares once the ordinary shares sold in the IPO begin trading on Nasdaq. You also indicate here that the Resale
Shareholders have communicated potential intent to sell resale shares “immediately after the pricing of the public offering.”
Please revise throughout to characterize the primary and resale offerings as separate and to consistently indicate, if true, that the
resale offering may only occur once the IPO has been consummated and your shares are listed on Nasdaq.

Response:

We acknowledge the Staff’s comments and
respectfully inform you that we have corrected the inconsistency in Amendment No. 4 to clarify that the two offerings are separate, with
the resale offering being contingent upon the IPO shares trading on Nasdaq.

The Offering, page 14

 3. Please reconcile your statement that “each of our directors and officers and holders of 5% or
more of our outstanding ordinary shares” are subject to 180-day lock-up provisions with the disclosure at page 115 that “each
of our directors and officers...and any other holder(s) of the outstanding Ordinary Shares as of the effective date of the Registration
Statement” are subject to such lock-up provisions. If it is accurate that all holders of outstanding ordinary shares are subject
to lock-up arrangements, clarify whether this includes the Resale Shareholders.

Response:

We acknowledge the Staff’s comments and
respectfully inform you that we have corrected the inconsistency in Amendment No. 4.

    2

Epsium Enterprise Limited

Alameda Dr. Carlos D’assumpcao Edf China Civil
Plaza 235-243 14 Andar P Macau

Tel (853) 2857 5232．Fax (853) 2857 5215

Capitalization, page 47

 4. Please tell us how you derived the total capitalization of $9,346,592 in the actual column as of December
31, 2023, or modify your disclosure as necessary.

Response:

We acknowledge the Staff’s comments and
respectfully inform you that we have modified the relevant disclosure in Amendment No. 4.

Resale Prospectus Alternate Cover Page, page
ALT

 5. Please revise the alternate cover page of the resale prospectus to include all of the disclosure responsive
to guidance in the Sample Letters to China-Based Companies that is provided on the cover page of the IPO prospectus.

Response:

We acknowledge the Staff’s comments and
respectfully inform you that we have revised the alternate cover page to reflect the Staff’s comments in Amendment No. 4.

Resale Shareholders, page ALT-2

 6. Revise to disclose the nature of any position, office, or other material relationship which any Resale
Shareholder and/or the persons who have control over the Resale Shareholders has had within the past three years with the registrant or
any of its predecessors or affiliates. Refer to Item 9.D of Form 20-F.

Response:

We acknowledge the Staff’s comments and
respectfully inform you that we have added the requested disclosure in Amendment No. 4.

    3

Epsium Enterprise Limited

Alameda Dr. Carlos D’assumpcao Edf China Civil
Plaza 235-243 14 Andar P Macau

Tel (853) 2857 5232．Fax (853) 2857 5215

Exhibit Index, page II-5

 7. Prior to effectiveness, please file a revised legal opinion that reflects the updated structure of
the offering, as the form of opinion filed as Exhibit 5.1 does not reflect the shares being offered in the resale offering and continues
to contemplate the issuance of representative warrants to the underwriter.

Response:

We acknowledge the Staff’s comments and
respectfully inform you that we have filed a revised legal opinion that reflects the updated structure of the offering as Exhibit 5.1
to Amendment No. 4.

Exhibit 23.1 - Consent of TAAD, LLP, page II-5

 8. We note your auditor’s consent references their audit report dated June 24, 2023. Please obtain
and file an updated consent that refers to the audit report dated June 25, 2024.

Response:

We acknowledge the Staff’s comments and
respectfully inform you that we have filed an updated consent that refers to the audit report dated June 25, 2024 as Exhibit 23.2 to Amendment
No. 4.

General

We note your addition of the resale prospectus
to the registration statement. Please provide us with a detailed analysis as to why you believe that the resale transaction is appropriately
characterized as a secondary offering, rather than a primary offering in which the Resale Shareholders are acting as conduits in a distribution
to the public and are therefore underwriters selling on your behalf. Include the following information in your analysis:

 ● Provide additional detail regarding the background
and nature of the transactions by which the Resale Shareholders came to acquire the shares they beneficially own, including how the price
was determined. Confirm whether the Resale Shareholders are the “two minority shareholders” to which 69 shareholders transferred
all of their shares on June 1, 2023, per page II-1, and if so, explain why such transfers occurred.

 ● Clarify whether the lead underwriter for the
IPO had any role in, or direct or indirect participation in, facilitating the primary sales of shares to the Resale Shareholders.

 ● Explain why you elected to include a resale
component at this time and how you determined the number of shares to be sold through the resale offering relative to the primary offering.

    4

Epsium Enterprise Limited

Alameda Dr. Carlos D’assumpcao Edf China Civil
Plaza 235-243 14 Andar P Macau

Tel (853) 2857 5232．Fax (853) 2857 5215

 ● Explain the nature of the Resale Shareholders’
businesses and how and when they were selected to participate in the resale offering.

 ● Confirm whether the Resale Shareholders are
subject to any type of lock-up or leak-out arrangement, and if not, explain why that is the case and clarify whether the underwriter sought
to have the Resale Shareholders subject to lock-up provisions.

 ● Tell us why the underwriter believes it will
be able to successfully place the securities to be sold in the IPO and facilitate the creation of a public market in your securities,
despite the availability of shares that the Resale Shareholders could attempt to offer and sell into the market once trading commences.
In this regard, we note your disclosure that, “The Resale Shareholders have represented to the Registrant that they will consider
selling some or all of their respective Ordinary Shares registered pursuant to this registration statement immediately after the pricing
of the public offering, as requested by the underwriters for the public offering in order to create an orderly, liquid market for the
Ordinary Shares.” Explain why the underwriters have “requested” that a market for the ordinary shares be facilitated through
the resale offering rather than solely through the firm commitment IPO.

Response:

The Company acknowledges the Staff’s comment
and respectfully submits that the proposed resale of the Company’s ordinary shares by the selling shareholders (each a “Seller
Shareholder,” and collectively, the “Selling Shareholders”), including (i) Dragon Rise Development Limited, a British
Virgin Islands company (“Dragon Rise”) that is 100% owned by Chi Seng Lou (“Lou”), and (ii) Golden Gradon Development
Limited, a British Virgin Islands company (“Golden Gradon”) that is 100% owned by Xing Hong Ma (“Ma”), as contemplated
in the Registration Statement (the “Resale Offering”) is not an indirect primary offering and is appropriately characterized
as a secondary offering under Rule 415(a)(1)(i) promulgated under the Securities Act of 1933, as amended (the “Securities Act”).

Rule 415(a)(1)(i) provides that securities may
be registered for an offering on a continuous or delayed basis in the future provided, among other things, that the registration statement
pertains only to securities which are to be offered or sold solely by or on behalf of a person or persons other than the registrant, a
subsidiary of the registrant or a person of which the registrant is a subsidiary. With respect to the Registration Statement, neither
the Company nor any of its subsidiaries is offering securities under the Registration Statement, nor is the offering being made on behalf
of the Company or any of its subsidiaries.

    5

Epsium Enterprise Limited

Alameda Dr. Carlos D’assumpcao Edf China Civil
Plaza 235-243 14 Andar P Macau

Tel (853) 2857 5232．Fax (853) 2857 5215

In making this determination, the Company analyzed,
among other factors, the guidance set forth in Securities Act Rules Compliance and Disclosure Interpretations, Question 612.09 (the “C&DI
612.09”), which identifies six factors to be considered in determining whether a purported secondary offering is really a primary
offering, and offer the following discussion for the Staff’s consideration:

Background

From September 8 to September
16, 2021, the Company sold a total of 6,002,670 ordinary shares to 75 shareholders, including Lou and Ma, at a price of $0.02 per share,
for an aggregate purchase price of US$120,053.40 pursuant to private place subscription agreements (the “Subscription Agreements”)1,
relying on the safe harbor contained in Regulation S under the Securities Act. As part of the foregoing offerings, Lou purchased 198,000
shares for US$3,960.0 on September 9, 2021, and Ma purchased 296,890 ordinary shares for US$5,937.8 on September 15, 2021.

On June 1, 2023, 69 shareholders
transferred all of their respective shares, a total of 5,302,780 Ordinary Shares, to Lou and Ma at a price of US$0.02 per share, for an
aggregate total of $106,055.60. Lou acquired 2,809,680 ordinary shares for a total of US$56,193.60 and Ma acquired 2,987,990 ordinary
shares for a total of US$59,759.80, respectively, in these transactions.

On February 8, 2024, the
Company effectuated a share reduction through a series procedure under Cayman Islands law and reduced the total number of issued shares
held by each shareholder of the Company to 20% (or 1/5) of such shareholder’s shareholding before share reduction (the “Share
Reduction”). As a result of the Share Reduction, the total number of issued shares of the Company reduced from 60,002,670 ordinary
shares to 12,000,534 ordinary shares, with a par value of US$0.00002 per share, and the total number of ordinary shares held by (i) Lou,
directly then, was reduced to 561,936, which shares have been indirectly and beneficially owned by him since May 31, 2024 through Dragon
Rise Development Limited, a British Virgin Islands company that is 100% owned by Lou, and (ii) Ma, directly then, was reduced to 597,598,
which shares have been indirectly and beneficially owned by him since May 31, 2024 through Golden Gradon Development Limited, a British
Virgin Islands company that is 100% owned by Ma.

 1 See Exhibit 10.1 to the Registration Statement on Form F-1 filed
by the Company with the SEC on February 18, 2022, which Registration Statement was later withdrawn on July 8, 2022.

    6

Epsium Enterprise Limited

Alameda Dr. Carlos D’assumpcao Edf China Civil
Plaza 235-243 14 Andar P Macau

Tel (853) 2857 5232．Fax (853) 2857 5215

Lou is the founder and current
CEO of Xiyizhi Trading Company Ltd., a Macau based company specializing in the export, import, sales and distribution of food, alcoholic
and non-alcoholic beverages. Mr. Lou has been an Administrative Assistant at Companhia de Comercio Luz Limitada, or Luz, our operating
subsidiary in Macau, since July 1, 2019. Mr. Lou is married to our independent director nominee, Ms. Ut Ha Lei.

Ma is the founder and current
CEO of Anjunda Guangzhou Trading Co., Ltd., a leading retail and wholesale alcohol supplier located in Guangzhou, China.

The inclusion of the Resale
Offering was initially proposed by the Resale Shareholders to the Company. Each Resale Shareholder expressed to the Company his desire
to sell his ordinary shares of the Company in accordance with his own investment objectives and circumstances.

Factor 1: How
long the Selling Shareholders have held the securities.

Reflecting the effect of
the Share Reduction on the number of shares, Lou has held (i) 39,600 ordinary shares for more than three years since September 9, 2021
and (ii) 522,336 ordinary shares for more than 1 year since June 1, 2023, and Ma has held (i) 59,378 ordinary shares for more than 3 years
since September 15, 2021 and (ii) 538,220 ordinary shares for more than one year since June 1, 2023.

Accordingly, each of Lou
and Ma has borne the credit and market risk of his investment in the Company prior to the filing of the Registration Statement. The length
of time that each of Lou and Ma has held his shares demonstrates that each of them acquired such shares with an intention to hold them
as an investment and not as underwriters with an intent to distribute them.

Factor 2: The
circumstances under which the Selling Shareholders received the securities.

As outlined in Factor 1,
each Selling Shareholder purchased the Company’s ordinary shares in bona fide Regulation S transactions with the intent of holding
them as an investment, rather than participating in an underwritten offering, and without then or subsequently entering into any underwriting
relationships or arrangements with the Company. Neither Selling Shareholder has received any commission or other payment from the Company
in connection with the resale of any of their securities, and the Company will receive no proceeds from the resale of the ordinary shares,
if any, by the Selling Shareholders. Additionally, for the ordinary shares purchase