SecProbe.io

CORRESP
 1
 filename1.htm

 Level
24, Lee Garden One, 33 Hysan Avenue

 Causeway
Bay, Hong Kong SAR

 December
16, 2025

 Office
of Crypto Assets

 Division
of Corporation Finance

 U.S.
Securities and Exchange Commission

 100
F Street, N.E.

 Washington,
D.C. 20549

 Attention :
Mr. David Gessert

 Re:
 Abits
 Group Inc

 Registration
 Statement on Form F-3

 Filed
 January 21, 2025

 File
 No. 333-284387

 Dear
Mr. Gessert:

 Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Abits Group Inc hereby requests the Securities
and Exchange Commission take appropriate action to cause the above-referenced Registration Statement on Form F-3 to become effective
on December 18, 2025, at 4:00 PM Eastern Time, or as soon thereafter as is practicable.

 Please
feel free to direct any questions or comments concerning this request to our U.S. legal counsel, Anthony W. Basch.

 Sincerely,

 /s/
 Conglin Deng

 Conglin
 Deng

 Chief
 Executive Officer

CORRESP
 1
 filename1.htm

 Level
24, Lee Garden One, 33 Hysan Avenue

 Causeway
Bay, Hong Kong SAR

 December
1, 2025

 Office
of Crypto Assets

 Division
of Corporation Finance

 U.S.
Securities and Exchange Commission

 100
F Street, N.E.

 Washington,
D.C. 20549

 Attention :
Messrs. David Lin and David Gessert

 Re:
 Abits
 Group Inc

 Amendment
 No. 2 to Registration Statement on Form F-3

 Filed
 September 11, 2025

 File
 No. 333-284387

 Dear
Mr. Lin and Mr. Gessert:

 This
letter is in response to the comments set forth in the letter dated November 21, 2025 (the "Comment Letter") from the staff
(the "Staff") of the Securities and Exchange Commission (the "Commission") addressed to Abits Group Inc (the
"Company," "we" or "our"). For the Staff's convenience, we have recited each of the comments
in the Staff's letter below in bold and have followed the comment with the Company's response immediately thereafter. Amendment
No. 3 to the Registration Statement on Form F-3 (the "Amendment") is being filed to accompany this letter. Capitalized terms
used herein shall have the meanings ascribed to them in the Common Letter unless otherwise defined herein.

 Amendment
No. 2 to Registration Statement on Form F-3

 Cover
Page

 1.
 In
 the eighth paragraph of the cover page, we note your revised disclosure that investors "will not and may never have direct
 ownership in our operating subsidiaries" (emphasis added). Please revise the cover page to state that investors may never
 hold equity interests in the Chinese operating companies. Refer to prior comment 2 in our letter dated February 7, 2025. Also,
 please make corresponding revisions to your related disclosure in the last paragraph on page 14.

 Response :
We have revised the disclosures on the cover page and on page 14 of the prospectus in response to the Staff's comments.

 2.
 Refer
 to the following disclosures:

 ●
 On
 the cover page, you disclose that "[u]nder the Confidentiality Provisions, domestic companies established in mainland China
 seeking overseas offering and listing... are required to institute a sound confidentiality and archives system" and that under
 certain circumstances, such companies are required to obtain approval from competent authorities and complete the relevant filing
 procedures.

 ●
 On
 the cover page and page 16, you provide disclosure regarding the Network Data Security Regulation, which you state requires that
 a network data processor carrying out certain network data processing activities shall undergo a national security review in accordance
 with relevant regulations.

 In
 your next amendment, please address the following in your disclosure: (i) clarify whether you or your subsidiaries are subject to
 the requirements under the Confidentiality Provisions and the Network Data Security Regulation, respectively, in order to operate
 your business and to offer the securities being registered to foreign investors; (ii) to the extent applicable, state affirmatively
 whether you have received all requisite permissions or approvals for the Confidentiality Provisions and the Network Data Security
 Regulation, respectively, and whether any permissions or approvals have been denied; and (iii) with respect to romanettes (i) and
 (ii) above, please disclose how you reached your conclusions. For example, state whether you relied on an opinion of counsel or,
 alternatively, are relying on management's internal assessment and discuss such assessment. If you relied on advice of counsel,
 you should identify counsel and file the consent of counsel as an exhibit to the registration statement.

 Response :
 We have revised the disclosures on the cover page and on pages 8, 9, 16 and 18 of the prospectus in response to the Staff's
 comments. We have relied on the opinion of our counsel as to PRC law, Jincheng Tongda and Neal Law Firm, whose opinion letter and
 consent are filed as exhibits to the Registration Statement.

 Prospectus
Summary

 Summary
of Risk Factors, page 7

 3.
 Refer
 to your revised disclosures in the fifth bullet on page 8 and the last risk factor on page 15 in response to prior comments 5 and
 8, respectively, that "[t]he Chinese government may exert more oversight and control over offerings that are conducted overseas
 and foreign investment in China-based issuers, and we face uncertainty about future actions by the PRC government that could affect
 our ability to offer or continue to offer securities to investors and cause the value of our securities to significantly decline
 or be worthless" (emphasis added). Please further revise your disclosures on pages 8 and 15 to 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.

 Response :
 We have revised the disclosures on pages 8 and 15 of the prospectus in response to the Staff's comments.

 Risk
Factors

 We
and our PRC subsidiary may be subject to data security, personal information protection..., page 18

 4.
 Refer
 to your revised disclosure in the second paragraph of this risk factor that, "Bitmatrix engages in data processing activities
 as defined under the Data Security Law." It appears you may have concluded that the Data Security Law is applicable to your
 PRC subsidiary, Bitmatrix, based upon an opinion of your PRC counsel. Refer to section C. of PRC counsel's opinion filed as
 exhibit 5.2. If so, please revise to state as much, or advise otherwise.

 Response :
 We have revised the above-referenced risk factor disclosure on page 18 and elsewhere in the prospectus to state that our PRC subsidiary,
 Bitmatrix, is subject to data security, personal information protection, and other data related PRC laws and regulations and that
 the Data Security Law is applicable to our PRC subsidiary, Bitmatrix, based on the opinion of our PRC counsel.

 Exhibit
Index

 Ex.
23.4 - Consent of Patrick Mak & Tse (contained in Exhibit 5.3), page II-6

 5.
 The
 exhibit index indicates that the consent of Patrick Mak & Tse is contained in Exhibit 5.3; however, we are unable to locate the
 consent in the opinion. Please file counsel's consent separately with your next amendment or file a revised opinion that includes
 counsel's consent.

 Response :
 We have separately filed Patrick Mak & Tse's consent in Exhibit 23.4 to the Registration Statement.

 ***

 The
Company is hopeful that the foregoing answers adequately address the Staff's questions and looks forward to answering any further
questions the Staff may have. You may contact me or the Company's U.S. counsel, Anthony Basch (804.771.5725), with any further
questions. In addition, the Company acknowledges that:

 ●
 The
 Company is responsible for the adequacy and accuracy of the disclosure in the filing;

 ●
 Staff
 comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect
 to the filing; and

 ●
 The
 Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal
 securities laws of the United States.

 Sincerely,

 /s/
 Conglin Deng

 Conglin
 Deng

 Chief
 Executive Officer

 cc:
Anthony W. Basch, Esq.

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 November 21, 2025

Conglin Deng
Chief Executive Officer
Abits Group Inc
Level 24 Lee Garden One, 33 Hysan Avenue
Causeway Bay, Hong Kong SAR
People s Republic of China

 Re: Abits Group Inc
 Amendment No. 2 to Registration Statement on Form F-3
 Filed September 11, 2025
 File No. 333-284387
Dear Conglin Deng:

 We have reviewed your amended registration statement and have the
following
comments.

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies 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 this letter, we may have additional comments. Unless
we note
otherwise, any references to prior comments are to comments in our June 12,
2025 letter.

Amendment No. 2 to Registration Statement on Form F-3
Cover Page

1. In the eighth paragraph of the cover page, we note your revised
disclosure that
 investors "will not and may never have direct ownership in our operating
subsidiaries"
 (emphasis added). Please revise the cover page to state that investors
may never hold
 equity interests in the Chinese operating companies. Refer to prior
comment 2 in our
 letter dated February 7, 2025. Also, please make corresponding revisions
to your
 related disclosure in the last paragraph on page 14.
 November 21, 2025
Page 2
2. Refer to the following disclosures:
 On the cover page, you disclose that "[u]nder the Confidentiality
Provisions,
 domestic companies established in mainland China seeking overseas
offering and
 listing... are required to institute a sound confidentiality and
archives system" and
 that under certain circumstances, such companies are required to
obtain approval
 from competent authorities and complete the relevant filing
procedures.
 On the cover page and page 16, you provide disclosure regarding the
Network
 Data Security Regulation, which you state requires that a network data
processor
 carrying out certain network data processing activities shall undergo
a national
 security review in accordance with relevant regulations.

 In your next amendment, please address the following in your disclosure:
(i) clarify
 whether you or your subsidiaries are subject to the requirements under
the
 Confidentiality Provisions and the Network Data Security Regulation,
respectively, in
 order to operate your business and to offer the securities being
registered to foreign
 investors; (ii) to the extent applicable, state affirmatively whether you
have received
 all requisite permissions or approvals for the Confidentiality Provisions
and the
 Network Data Security Regulation, respectively, and whether any
permissions or
 approvals have been denied; and (iii) with respect to romanettes (i) and
(ii) above,
 please disclose how you reached your conclusions. For example, state
whether you
 relied on an opinion of counsel or, alternatively, are relying on
management's internal
 assessment and discuss such assessment. If you relied on advice of
counsel, you
 should identify counsel and file the consent of counsel as an exhibit to
the registration
 statement.
Prospectus Summary
Summary of Risk Factors, page 7

3. Refer to your revised disclosures in the fifth bullet on page 8 and the
last risk factor
 on page 15 in response to prior comments 5 and 8, respectively, that
"[t]he Chinese
 government may exert more oversight and control over offerings that are
conducted
 overseas and foreign investment in China-based issuers, and we face
uncertainty about
 future actions by the PRC government that could affect our ability to
offer or continue
 to offer securities to investors and cause the value of our securities to
significantly
 decline or be worthless" (emphasis added). Please further revise your
disclosures on
 pages 8 and 15 to 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.
 November 21, 2025
Page 3
Risk Factors
We and our PRC subsidiary may be subject to data security, personal information
protection..., page 18

4. Refer to your revised disclosure in the second paragraph of this risk
factor that,
 "Bitmatrix engages in data processing activities as defined under the
Data Security
 Law." It appears you may have concluded that the Data Security Law is
applicable to
 your PRC subsidiary, Bitmatrix, based upon an opinion of your PRC
counsel. Refer to
 section C. of PRC counsel s opinion filed as exhibit 5.2. If so,
please revise to state as
 much, or advise otherwise.
Exhibit Index
Ex. 23.4 - Consent of Patrick Mak & Tse (contained in Exhibit 5.3), page II-6

5. The exhibit index indicates that the consent of Patrick Mak & Tse is
contained in
 Exhibit 5.3; however, we are unable to locate the consent in the
opinion. Please file
 counsel s consent separately with your next amendment or file a
revised opinion that
 includes counsel s consent.

 Please contact David Gessert at 202-551-2326 or David Lin at
202-551-3552 with any
questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Crypto
Assets
cc: Anthony W. Basch, Esq.
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

Level
24, Lee Garden One, 33 Hysan Avenue

Causeway
Bay, Hong Kong SAR

September
11, 2025

Office
of Crypto Assets

Division
of Corporation Finance

U.S.
Securities and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Messrs. David Lin and David Gessert

    Re:
    Abits
    Group Inc

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

    Filed
    May 30, 2025

    File
    No. 333-284387

Dear
Mr. Lin and Mr. Gessert:

This
letter is in response to the comments set forth in the letter dated June 12, 2025 (the “Comment Letter”) from the staff (the
“Staff”) of the Securities and Exchange Commission (the “Commission”) addressed to Abits Group Inc (the “Company,”
“we” or “our”). For the Staff’s convenience, we have recited each of the comments in the Staff’s
letter below in bold and have followed the comment with the Company’s response immediately thereafter. Amendment No. 2 to the Registration
Statement on Form F-3 (the “Amendment”) is being filed to accompany this letter. Capitalized terms used herein shall have
the meanings ascribed to them in the Common Letter unless otherwise defined herein.

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

Cover
Page

    1.
    We
                                            note your response and revised disclosure to prior comment 2 and partially reissue. Please
                                            further that revise the cover page to acknowledge Chinese regulatory authorities could disallow
                                            your corporate structure, which would likely result in a material change in your operations
                                            and/or a material change in the value of the securities you are registering for sale, including
                                            that it could cause the value of such securities to significantly decline or become worthless.
                                            In this regard, and without limitation, we note the following points:

    ●
    Your
    principal executive offices are located in Hong Kong, as disclosed on the cover page, and your revised definition of “PRC”
    includes Hong Kong.

    ●
    You
    disclose that (i) both your U.S.-based operating subsidiaries (Abit USA and Abits Inc.) are wholly-owned direct subsidiaries of your
    Hong Kong subsidiary (Abit HK); (ii) your U.S. operating subsidiaries may provide dividend or other distributions to you through
    your Hong Kong subsidiary; and (iii) as a holding company, you may rely on dividends or payments by your subsidiaries to fund your
    cash and financing requirements.

    ●
    It
    appears that a majority of your directors may be located in the PRC based upon your disclosure in the enforceability of civil liabilities
    section.

Please
revise accordingly.

Response:
We have revised the disclosures on the cover page of the prospectus in response to the Staff’s comments.

Cover
                                            Page

    2.
    We
    note your response and revised disclosure to prior comment 3 and partially reissue. Consistent with comment 1 above, and as previously
    requested, your cover page disclosure should make clear whether the legal and operational risks associated with being based in or
    having some portion of the company’s operations in China could result in a material change in your operations 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 revise accordingly.

    Response:
    We have revised the disclosures on the cover page of the prospectus in response to the Staff’s comment.

    3.
    We
    note your added disclosures on the prospectus cover page and page 10 in response to prior comments 4 and 8, respectively, regarding
    certain inter-company loans for each of the three years ended December 31, 2024. To the extent applicable, please revise your disclosures
    to disclose your intentions to settle amounts owed under your operating structure.

    Response:
    The current balances are due from Abits Group Inc (the public holding company) and its wholly owned direct subsidiary, Abit Hong
    Kong Limited (the intermediate holding company), to Abit USA Inc (an operating subsidiary).   To the extent that Abits Group
    Inc receives fundings from future capital raises, we expect to use cash proceeds from such securities offerings to settle the inter-company
    loan balance due from the public company and the loan balance due from the intermediate holding company through the public company’s
    capital contribution to its direct subsidiary. We have revised the disclosures on the cover page and page 11 of the prospectus.

    4.
    On
    the prospectus cover page and page 10, you disclose that you do not anticipate any difficulties with your ability to transfer cash
    between your subsidiaries. Please revise these disclosures to state that there is no assurance the PRC government will not intervene
    in or impose restrictions on the ability of you or your subsidiaries to transfer cash or assets.

    Response:
    We have revised the disclosures on the cover page and page 12 of the prospectus in response to the Staff’s comment.

Prospectus
Summary

Summary
of Risk Factors, page 7

    5.
    We
    note your revised disclosure in response to prior comment 6 and partially reissue. Please further revise your summary risk factors
    to describe in greater detail the risks that your corporate structure and being based in or having some portion of the company’s
    operations in China poses to investors. In this regard, please address the following points.

    ●
    Describe
                                            in greater detail the significant (i) liquidity risks and (ii) enforcement risks (e.g., risks
                                            and uncertainties regarding the enforcement of laws in China), with cross-references to a
                                            more detailed discussion of these risks in the prospectus.

    ●
    Discuss
                                            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.

    Response:
    In response to the Staff’s comments, we have revised the Summary of Risk Factors and included new risk factors describing
    the above risks on page 8 of the Amendment.

Permission
                                            Required from the PRC Authorities, page 8

    6.
    We
    note your revised disclosures at pages 8 - 9 in response to prior comment 7. Please further revise to describe the consequences to
    you and your investors if you or your subsidiaries: (i) do not maintain any required permissions or approvals from Chinese authorities
    (e.g., Bitmatrix’s business license), (ii) inadvertently conclude that any requisite 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.

    Response:
    We have revised the disclosure on page 9 of the Amendment in response to the Staff’s comment.

    7.
    As
    a related matter, please revise the second paragraph on page 9 to remove your statement that you “do not expect any changes
    with respect to Bitmatrix’s activity or deregistration would materially and adversely affect [your] bitcoin mining business,
    operating results or financial condition” in the event you or Bitmatrix are required to obtain additional licenses, permits,
    filings or approvals for its intra-company services in the future. In this regard, for example, we note your related risk factor
    disclosure on page 14 that you could be subject to fines or other regulatory sanctions if you were to be required to obtain any permission
    or approval from or complete any filing procedures with the CSRC, the CAC, or other PRC governmental authorities under the PRC laws.

    Response:
    We have revised disclosures on page 8 of the Amendment in response to the Staff’s comment.

Risk
                                            Factors, page 12

    8.
    We
    note your response to prior comment 11. Given the legal and operational risks associated with being based in or having some portion
    of the company’s operations in China, we are unable to concur with your view that any influence or control the Chinese government
    may exercise, if any, would not have a material impact on your business or the value of your securities. As such, we reissue prior
    comment 11 in full. Please revise accordingly.

    Response:
    We have revised the disclosures on page 12 of the Amendment in response to the Staff’s above comment.

Risks
Related to Limited Operations in the Jurisdictions in which Our Subsidiaries Have Presence, page 12

    9.
    Please
    rename the risk factor subsection titled, “Risks Related to Limited Operations in the Jurisdictions in which Our Subsidiaries
    Have Presence” to more clearly reference the risks that your corporate structure and being based in or having some portion
    of the company’s operations in China poses to investors. Also, please make corresponding revisions elsewhere, as applicable,
    including in your summary of risk factors disclosure at page 8.

    Response:
    We have revised the risk factor subsection title on page 8 and 13 in response to the Staff’s comment.

Our
financial condition and results of operations..., page 15

    10.
    We
    note your added risk factor disclosure in response to prior comment 12. Please address the following points in your next amendment:

    ●
    Please
                                            further revise this risk factor to address the basis for your disclosures regarding the applicability
                                            of the PRC laws and regulations referenced therein to you and your subsidiaries, including,
                                            without limitation: (i) your belief statements in the second and third paragraphs, respectively,
                                            regarding the applicability of the Data Security Law and the PIPL to you and/or your subsidiaries;
                                            and (ii) your statement in the fourth paragraph that your PRC subsidiary’s activity
                                            related to cross-border data transfer is limited to your corporate and personnel internal
                                            uses and does not fall under certain categories specified under the Measures. For example,
                                            please clearly state whether you relied on an opinion of counsel or alternatively are relying
                                            on management’s internal assessment and discuss such assessment. If you relied on advice
                                            of counsel, you should identify counsel and file the consent of counsel as an exhibit to
                                            the registration statement. Please revise as appropriate.

    Response:
    We have revised the risk factor disclosure on page 18 of the Amendment and stated we relied on an opinion of counsel
    as the basis for our disclosures regarding the applicability of the referenced PRC laws and regulations to us and our subsidiaries.
    We have identified our PRC counsel and have filed a legal opinion letter from our PRC counsel as an exhibit to the Amendment.

    ●
    You
    disclose in the last paragraph of this risk factor that if the referenced PRC laws and regulations related to cybersecurity and data
    privacy are deemed to be applicable to you and your subsidiaries, you may be considered noncompliant therewith, which could materially
    and adversely affect your financial condition and results of operations. Please expand your disclosure to also discuss any attendant
    impact on your offering in such event.

    Response:
    We have revised the disclosure on page 18 of the Amendment in response to the Staff’s comment.

You
may face difficulties in protecting your interests as a shareholder..., page 18

    11.
    Please
    expand this risk factor to address the enforceability of civil liabilities in the PRC and Hong Kong, consistent with your disclosure
    in the enforceability of civil liabilities section. Refer to the third bullet of prior comment 14.

    Response:
    We have revised the disclosure on page 21 of the Amendment in response to the Staff’s above comment.

Enforceability
of Civil Liabilities..., page 41

    12.
    On
                                            page 41, we note your disclosure regarding your directors and executive officers that: (i)
                                            a majority of your directors and executive officers are nationals and/or residents of countries
                                            other than the United States; (ii) Conglin Deng resides “part of the year” in
                                            the United States; (iii) Tao Xu, Chuan Zhan and Yanyan Sun, are nationals or residents of
                                            the PRC; (iv) Khuat Leok Choong does not reside in the United States; and (v) Wanhong Tan
                                            resides in Malaysia for a “substantial portion” of his time. Based upon your
                                            revised disclosure, it remains unclear the extent to which any of your directors or executive
                                            officers are located in the PRC or Hong Kong. Please further revise to clearly state whether
                                            any of your directors or executive officers are located in the PRC or Hong Kong. If so, please
                                            identify the relevant individuals and discuss the difficulty of bringing actions against
                                            them and enforcing judgments against them. As applicable, please also make corresponding
                                            revisions to your risk factor titled, “You may face difficulties in protecting your
                                            interests as a shareholder...,” on page 18. Refer to the second and third bullets of
                                            prior comment 14.

    Response:
    We have revised the disclosure in response to the Staff’s comments to clearly state the locations of our directors and executive
    officers. We have identified the relevant individuals and discussed the difficulty of bringing actions against them and enforcing
    judgments against them. Please see the revised disclosure on page 45 of the Amendment. We have also made corresponding revisions
    to the relevant risk factor on page 21.

    13.
    Please
    reconcile your disclosur

June 12, 2025
Conglin Deng
Chief Executive Officer
Abits Group Inc
Level 24 Lee Garden One, 33 Hysan Avenue
Causeway Bay, Hong Kong SAR
People’s Republic of China
Re:Abits Group Inc
Amendment No. 1 to Registration Statement on Form F-3
Filed May 30, 2025
File No. 333-284387
Dear Conglin Deng:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies 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 this letter, we may have additional comments. Unless we note
otherwise, any references to prior comments are to comments in our February 7, 2025 letter.
Amendment No. 1 to Registration Statement on Form F-3
Cover Page
We note your response and revised disclosure to prior comment 2 and partially
reissue. Please further revise the cover page to acknowledge that Chinese regulatory
authorities could disallow your corporate structure, which would likely result in a
material change in your operations and/or a material change in the value of the
securities you are registering for sale, including that it could cause the value of such
securities to significantly decline or become worthless. In this regard, and without
limitation, we note the following points:
•Your principal executive offices are located in Hong Kong, as disclosed on the
cover page, and your revised definition of “PRC” includes Hong Kong.1.

June 12, 2025
Page 2
•You disclose that (i) both your U.S.-based operating subsidiaries (Abit USA and
Abits Inc.) are wholly-owned direct subsidiaries of your Hong Kong subsidiary
(Abit HK); (ii) your U.S. operating subsidiaries may provide dividend or other
distributions to you through your Hong Kong subsidiary; and (iii) as a holding
company, you may rely on dividends or payments by your subsidiaries to fund
your cash and financing requirements.
•It appears that a majority of your directors may be located in the PRC based upon
your disclosure in the enforceability of civil liabilities section.
Please revise accordingly.
2.We note your response and revised disclosure to prior comment 3 and partially
reissue. Consistent with comment 1 above, and as previously requested, your cover
page disclosure should make clear whether the legal and operational risks associated
with being based in or having some portion of the company’s operations in China
could result in a material change in your operations 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 revise accordingly.
3.We note your added disclosures on the prospectus cover page and page 10 in response
to prior comments 4 and 8, respectively, regarding certain inter-company loans for
each of the three years ended December 31, 2024. To the extent applicable, please
revise your disclosures to disclose your intentions to settle amounts owed under your
operating structure.
4.On the prospectus cover page and page 10, you disclose that you do not anticipate any
difficulties with your ability to transfer cash between your subsidiaries. Please revise
these disclosures to state that there is no assurance the PRC government will not
intervene in or impose restrictions on the ability of you or your subsidiaries to transfer
cash or assets.
Prospectus Summary
Summary of Risk Factors, page 7
We note your revised disclosure in response to prior comment 6 and partially reissue.
Please further revise your summary risk factors to describe in greater detail the risks
that your corporate structure and being based in or having some portion of the
company's operations in China poses to investors. In this regard, please address the
following points:
•Describe in greater detail the significant (i) liquidity risks  and (ii) enforcement
risks (e.g., risks and uncertainties regarding the enforcement of laws in China),
with cross-references to a more detailed discussion of these risks in the
prospectus.
•Discuss 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.5.

June 12, 2025
Page 3
•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.
Permission Required from the PRC Authorities, page 8
6.We note your revised disclosures at pages 8 - 9 in response to prior comment 7. Please
further revise to describe the consequences to you and your investors if you or your
subsidiaries: (i) do not maintain any required permissions or approvals from
Chinese authorities (e.g., Bitmatrix's business license), (ii) inadvertently conclude  that
any requisite 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.
7.As a related matter, please revise the second paragraph on page 9 to remove your
statement that you "do not expect any changes with respect to Bitmatrix's activity or
deregistration would materially and adversely affect [your] bitcoin mining business,
operating results or financial condition" in the event you or Bitmatrix are required to
obtain additional licenses, permits, filings or approvals for its intra-company services
in the future. In this regard, for example, we note your related risk factor disclosure on
page 14 that you could be subject to fines or other regulatory sanctions if you were to
be required to obtain any permission or approval from or complete any filing
procedures with the CSRC, the CAC, or other PRC governmental authorities under
the PRC laws.
Risk Factors, page 12
8.We note your response to prior comment 11. Given the legal and operational risks
associated with being based in or having some portion of the company’s operations in
China, we are unable to concur with your view that any influence or control the
Chinese government may exercise, if any, would not have a material impact on
your business or the value of your securities. As such, we reissue prior comment 11 in
full. Please revise accordingly.
Risks Related to Limited Operations in the Jurisdictions in which Our Subsidiaries Have
Presence, page 12
9.Please rename the risk factor subsection titled, "Risks Related to Limited Operations
in the Jurisdictions in which Our Subsidiaries Have Presence" to more clearly
reference the risks that your corporate structure and being based in or having some
portion of the company's operations in China poses to investors. Also, please make
corresponding revisions elsewhere, as applicable, including in your summary of risk
factors disclosure at page 8.
Our financial condition and results of operations..., page 15
We note your added risk factor disclosure in response to prior comment 12. Please
address the following points in your next amendment:10.

June 12, 2025
Page 4
•Please further revise this risk factor to address the basis for your disclosures
regarding the applicability of the PRC laws and regulations referenced therein to
you and your subsidiaries, including, without limitation: (i) your belief statements
in the second and third paragraphs, respectively, regarding the applicability of the
Data Security Law and the PIPL to you and/or your subsidiaries; and (ii) your
statement in the fourth paragraph that your PRC subsidiary's activity related to
cross-border data transfer is limited to your corporate and personnel internal uses
and does not fall under certain categories specified under the Measures. For
example, please clearly state whether you relied on an opinion of counsel or
alternatively are relying on management's internal assessment and discuss such
assessment. If you relied on advice of counsel, you should identify counsel and
file the consent of counsel as an exhibit to the registration statement. Please revise
as appropriate.
•You disclose in the last paragraph of this risk factor that if the referenced PRC
laws and regulations related to cybersecurity and data privacy are deemed to be
applicable to you and your subsidiaries, you may be considered noncompliant
therewith, which could materially and adversely affect your financial condition
and results of operations. Please expand your disclosure to also discuss any
attendant impact on your offering in such event.
You may face difficulties in protecting your interests as a shareholder..., page 18
11.Please expand this risk factor to address the enforceability of civil liabilities in the
PRC and Hong Kong, consistent with your disclosure in the enforceability of civil
liabilities section. Refer to the third bullet of prior comment 14.
Enforceability of Civil Liabilities..., page 41
12.On page 41, we note your disclosure regarding your directors and executive officers
that: (i) a majority of your directors and executive officers are nationals and/or
residents of countries other than the United States; (ii) Conglin Deng resides "part of
the year" in the United States; (iii) Tao Xu, Chuan Zhan and Yanyan Sun, are
nationals or residents  of the PRC; (iv) Khuat Leok Choong does not reside in the
United States; and (v) Wanhong Tan resides in Malaysia for a "substantial portion" of
his time. Based upon your revised disclosure, it remains unclear the extent to
which any of your directors or executive officers are located in the PRC or Hong
Kong. Please further revise to clearly state whether any of your directors or executive
officers are located in the PRC or Hong Kong. If so, please identify the relevant
individuals and discuss the difficulty of bringing actions against them and enforcing
judgments against them. As applicable, please also make corresponding revisions to
your risk factor titled, "You may face difficulties in protecting your interests as a
shareholder...," on page 18. Refer to the second and third bullets of prior comment 14.
13.Please reconcile your disclosure in this section and on page 18 that Wanhong Tan is
your Chief Executive Officer with the signature page, which indicates that he is your
Chief Financial Officer.

June 12, 2025
Page 5
            Please contact David Gessert at 202-551-2326 or David Lin at 202-551-3552 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets
cc:Anthony W. Basch, Esq.

CORRESP
1
filename1.htm

Level
24, Lee Garden One, 33 Hysan Avenue

Causeway
Bay, Hong Kong SAR

May
30, 2025

Office
of Crypto Assets

Division
of Corporation Finance

U.S.
Securities and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Messrs. David Lin and David Gessert

    Re:
    Abits
    Group Inc

    Registration
    Statement on Form F-3

    Filed
    January 21, 2025

    File
    No. 333-284387

Dear
Mr. Lin and Mr. Gessert:

In
response to the comments set forth in the letter dated February 7, 2025 (the “Comment Letter”) of the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”), I am writing to supply additional information requested from
Abits Group Inc (the “Company,” “we” or “our”). For ease of reference, we have recited the Staff’s
comments in this response and numbered them accordingly. Amendment No. 1 to the Registration Statement on Form F-3 (the “Form
F-3/A”) is being filed to accompany this letter. Capitalized terms used herein shall have the meanings ascribed to them in the
Common Letter unless otherwise defined herein.

Registration
Statement on Form F-3

General

1. Please
                                            confirm that you will include in future Exchange Act filings all applicable disclosures you
                                            include, or will include, in this registration statement in response to our comments.

Response:
We hereby confirm that we will include in future Exchange Act filings all applicable disclosures that have been included, or will be
included, in this registration statement in response to the Staff’s comments.

Cover
Page

2. Please
                                            disclose prominently on the prospectus cover page that you are not a Chinese operating company
                                            but a British Virgin Islands holding company with part of your operations conducted by your
                                            subsidiaries based in China and that this structure involves unique risks to investors. Disclose
                                            that investors may never hold equity interests in the Chinese operating companies. Your disclosure
                                            should acknowledge that Chinese regulatory authorities could disallow this structure, which
                                            would likely result in a material change in your operations and/or a material change in the
                                            value of the securities you are registering for sale, including that it could cause the value
                                            of such securities to significantly decline or become worthless. Provide a cross-reference
                                            to your detailed discussion of risks facing the company and the offering as a result of this
                                            structure, including within any disclosure you incorporate by reference, as applicable.

Response:
The Company respectively acknowledges the Staff’s comments. In response, we have revised the disclosures on the prospectus
cover page to address the Staff’s above comments to the extent that they apply. However, we have
also included additional factual details in the disclosures in the Form F-3/A to clarify that most of the disclosure requirements
listed in the Commission’s Sample Letter to China-Based Companies should not apply to the Company and its subsidiaries. Specially,
the Company is not a China-based company nor does it have the majority of its operations in China. The disclosures in the Form
F-3/A have stated the fact that the Company is based in the United States and has all of its bitcoin mining operations conducted in the
U.S. The Company’s mainland China subsidiary does not conduct any of the Company’s revenue generating activity and its sole
function is to provide administrative support to the Company and its two U.S. subsidiaries, which are the only entities within our organization
conducting revenue generating operations. The Company’s Hong Kong subsidiary is a holding company and does not conduct substantial
business operations. While we have provided relevant risk factor discussions on the cover page and in the Prospectus Summary and Risk
Factors sections as requested, we do not believe any regulatory actions the Chinese governmental authorities may take would likely result
in a material change in our operations that are based in the U.S. or a material change in the value of the securities we are registering
for sale, nor could any such regulatory action cause the value of our securities to significantly decline or become worthless.

3. Provide
                                            prominent disclosure about the legal and operational risks associated with being based in
                                            or having some portion of the company’s operations in China. Your disclosure should
                                            make clear whether these risks could result in a material change in your operations 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. Your disclosure
                                            should address how recent statements and regulatory actions by China’s government,
                                            such as those related to data security or antimonopoly concerns, have or may impact the company’s
                                            ability to conduct its business, accept foreign investments, or list on a U.S. or other foreign
                                            exchange. Please disclose the location of your auditor’s headquarters and whether and
                                            how the Holding Foreign Companies Accountable Act, as amended by the Consolidated Appropriations
                                            Act, 2023, and related regulations will affect your company. Your prospectus summary should
                                            address, but not necessarily be limited to, the risks highlighted on the prospectus cover
                                            page.

Response:
We have revised the disclosures on the prospectus cover page of the Form F-3/A in response to the Staff’s comments.

4. Provide
                                            a description of how cash is transferred through your organization and disclose your intentions
                                            to distribute earnings or settle amounts owed under any applicable agreements. State whether
                                            any transfers, dividends, or distributions have been made to date among the holding company
                                            and its subsidiaries, or to investors, and quantify the amounts where applicable. Provide
                                            cross-references to the consolidated financial statements.

Response:
We have revised the disclosures on the prospectus cover page of the Form F-3/A in response to the Staff’s above comments.

About
This Prospectus, page 1

5. Please
                                            revise your definitions of “China” and “PRC” to include Hong Kong
                                            and Macau and to clarify that the legal and operational risks associated with operating in
                                            China also apply to your operations in Hong Kong. The definitions may clarify that the only
                                            time that “China” and the “PRC” do not include Hong Kong or Macau
                                            are when you are referencing specific laws and regulations adopted by the PRC. If they do,
                                            please revise your disclosure to discuss any commensurate laws or regulations in Hong Kong,
                                            if applicable, and any risks and consequences to the company associated with those laws and
                                            regulations. As one example, your enforceability of civil liabilities discussion should discuss
                                            the enforceability of civil liabilities in Hong Kong.

Response:
We have revised the definitions on page 1 of the Form F-3/A in response to the Staff’s comments. We have revised the disclosures
with respect to enforceability of civil liabilities beginning on page 41 of the Form F-3/A.

Prospectus
Summary, page 3

6. In
                                            your summary of risk factors, disclose the risks that your corporate structure and being
                                            based in or having some portion 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.

Response:
We have revised the summary of risk factors and included new risk factors beginning on page 8 of the Form F-3/A in response to
the Staff’s comments.

7. 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 your or your 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. In this
                                            regard, we note your disclosure on page 6 relating to the CSRC “Trial Measures.”
                                            Further, with respect to the above, please disclose how you reached your conclusions, including
                                            whether you are relying on the opinion of counsel. If you relied on advice of counsel, you
                                            should identify counsel and file the consent of counsel as an exhibit to the registration
                                            statement. If you did not consult counsel, you should explain why.

Response:
We have revised disclosures on page 8 of the Form F-3/A in response to the Staff’s comments and have also filed the consent
of counsel as an exhibit to the Form F-3/A.

8. Provide
                                            a clear description of how cash is transferred through your organization. Disclose your intentions
                                            to distribute earnings or settle amounts owed under applicable agreements. Quantify any cash
                                            flows and transfers of other assets by type that have occurred among the holding company
                                            and its subsidiaries, and direction of transfer. Quantify any dividends or distributions
                                            that a subsidiary has made to the holding company or another subsidiary 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 applicable agreements.

Response:
We have included disclosures regarding how cash is transferred through our organization on page 10 of the Form F-3/A in response
to the Staff’s comments.

9. We
                                            note your disclosure incorporated by reference from the section entitled “The Holding
                                            Foreign Companies Accountable Act” on page 2 of your December 31, 2023 Form 20-F. Please
                                            enhance your disclosure to disclose that trading in your securities may be prohibited under
                                            the Holding Foreign Companies Accountable Act, as amended by the Consolidated Appropriations
                                            Act, 2023, and related regulations if the PCAOB determines that it cannot inspect or investigate
                                            completely your auditor for a period of two consecutive years, and that as a result an

February 7, 2025
Conglin Deng
Chief Executive Officer
Abits Group Inc
Level 24 Lee Garden One, 33 Hysan Avenue
Causeway Bay, Hong Kong SAR
People’s Republic of China
Re:Abits Group Inc
Registration Statement on Form F-3
Filed January 21, 2025
File No. 333-284387
Dear Conglin Deng:
            We have conducted a limited review of your registration statement and have the
following comments.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.
Registration Statement on Form F-3
General
1.Please confirm that you will include in future Exchange Act filings all applicable
disclosures you include, or will include, in this registration statement in response to
our comments.
Cover Page
Please disclose prominently on the prospectus cover page that you are not a Chinese
operating company but a British Virgin Islands holding company with part of your
operations conducted by your subsidiaries based in China and that this structure
involves unique risks to investors. Disclose that investors may never hold equity
interests in the Chinese operating companies. Your disclosure should acknowledge 2.

February 7, 2025
Page 2
that Chinese regulatory authorities could disallow this structure, which would likely
result in a material change in your operations and/or a material change in the value of
the securities you are registering for sale, including that it could cause the value of
such securities to significantly decline or become worthless. Provide a cross-reference
to your detailed discussion of risks facing the company and the offering as a result of
this structure, including within any disclosure you incorporate by reference, as
applicable.
3.Provide prominent disclosure about the legal and operational risks associated with
being based in or having some portion of the company’s operations in China. Your
disclosure should make clear whether these risks could result in a material change in
your operations 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. Your disclosure should address how recent statements and regulatory
actions by China’s government, such as those related to data security or anti-
monopoly concerns, have or may impact the company’s ability to conduct its
business, accept foreign investments, or list on a U.S. or other foreign exchange.
Please disclose the location of your auditor’s headquarters and whether and how the
Holding Foreign Companies Accountable Act, as amended by the Consolidated
Appropriations Act, 2023, and related regulations will affect your company. Your
prospectus summary should address, but not necessarily be limited to, the risks
highlighted on the prospectus cover page.
4.Provide a description of how cash is transferred through your organization and
disclose your intentions to distribute earnings or settle amounts owed under any
applicable agreements. State whether any transfers, dividends, or distributions have
been made to date among the holding company and its subsidiaries, or to investors,
and quantify the amounts where applicable. Provide cross-references to the
consolidated financial statements.
About This Prospectus, page 1
5.Please revise your definitions of "China" and "PRC" to include Hong Kong and
Macau and to clarify that the legal and operational risks associated with operating in
China also apply to your operations in Hong Kong. The definitions may clarify that
the only time that "China" and the "PRC" do not include Hong Kong or Macau are
when you are referencing specific laws and regulations adopted by the PRC. If they
do, please revise your disclosure to discuss any commensurate laws or regulations in
Hong Kong, if applicable, and any risks and consequences to the company associated
with those laws and regulations. As one example, your enforceability of civil
liabilities discussion should discuss the enforceability of civil liabilities in Hong
Kong.
Prospectus Summary, page 3
In your summary of risk factors, disclose the risks that your corporate structure and
being based in or having some portion of the company's operations in China poses to
investors. In particular, describe the significant regulatory, liquidity, and enforcement 6.

February 7, 2025
Page 3
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.
7.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 your or your 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. In this regard, we note your disclosure on page 6 relating to the CSRC
"Trial Measures." Further, with respect to the above, please disclose how you reached
your conclusions, including whether you are relying on the opinion of counsel. If you
relied on advice of counsel, you should identify counsel and file the consent of
counsel as an exhibit to the registration statement. If you did not consult counsel, you
should explain why.
8.Provide a clear description of how cash is transferred through your organization.
Disclose your intentions to distribute earnings or settle amounts owed under
applicable agreements. Quantify any cash flows and transfers of other assets by type
that have occurred among the holding company and its subsidiaries, and direction of
transfer. Quantify any dividends or distributions that a subsidiary has made to the
holding company or another subsidiary 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
applicable agreements.

February 7, 2025
Page 4
9.We note your disclosure incorporated by reference from the section entitled "The
Holding Foreign Companies Accountable Act" on page 2 of your December 31, 2023
Form 20-F. Please enhance your disclosure to disclose that trading in your securities
may be prohibited under the Holding Foreign Companies Accountable Act, as
amended by the Consolidated Appropriations Act, 2023, and related regulations if the
PCAOB determines that it cannot inspect or investigate completely  your auditor for a
period of two consecutive years, and that as a result an exchange may determine to
delist your securities . Please include the enhanced disclosure directly within the
"Prospectus Summary" section of your next amended filing.
Risk Factors, page 11
10.Please include a separate risk factor disclosing that the Holding Foreign
Companies Accountable Act, as amended by the Consolidated Appropriations Act,
2023, decreases the number of consecutive "non-inspection years" from three years to
two years, and thus, reduces the time before your securities may be prohibited from
trading or delisted. In addition, please disclose that the Commission conclusively
identified you as a "Commission Identified Issuer" on June 14, 2022. Your revised
disclosure should explain why you were identified and provide any additional context
necessary for investors to understand the meaning and significance to your operations
of this determination. Update your disclosure to describe the potential consequences
to you if the PRC adopts positions at any time in the future that would prevent the
PCAOB from continuing to inspect or investigate completely accounting firms
headquartered in mainland China or Hong Kong.
11.Given the Chinese government’s significant oversight and discretion over the conduct
and operations of your business, please revise to describe any material impact that
intervention, influence, or control by the Chinese government has or may have on
your business or on the value of your securities. 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 your
securities. 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. We remind you that, pursuant to federal securities rules, the
term "control" (including the terms "controlling," "controlled by," and "under
common control with") means "the possession, direct or indirect, of the power to
direct or cause the direction of the management and policies of a person, whether
through the ownership of voting securities, by contract, or otherwise."
12.In light of recent events indicating greater oversight by the Cyberspace
Administration of China (CAC) over data security, particularly for companies seeking
to list on a foreign exchange, please revise your disclosure to explain how this
oversight impacts your business and your offering and to what extent you believe that
you are compliant with the regulations or policies that have been issued by the CAC
to date.

February 7, 2025
Page 5
13.In your next amendment, please revise the summary risk factors to briefly summarize
each of the China-related risk factors discussed in your "Risk Factors" section,
including any disclosure you incorporate by reference, as applicable.
Enforceability of Civil Liabilities..., page 34
14.Please revise to address the following points in your next amendment:
•Expand your enforceability of civil liabilities discussion to address the
enforceability of civil liabilities in the PRC and Hong Kong.
•We note your disclosure that "[a] majority of our directors and executive officers
are nationals and/or residents of countries other than the United States, and all or a
substantial portion of such persons’ assets are located outside the United States."
Please revise to clarify whether any of such individuals are located in the PRC
or Hong Kong. If so, please identify the relevant individuals and discuss the
difficulty of bringing actions against them and enforcing judgments against them.
•We note your risk factor titled, "You may face difficulties in protecting your
interests as a shareholder...," on page 24 of your December 31, 2023 Form 20-F
and incorporated by reference. Please revise this risk factor to address the
substance of the preceding two bullets and include your revised disclosure directly
within the "Risk Factors" section of your next amendment to the registration
statement. Also, please include related summary risk factor disclosure.
15.Please revise to disclose whether your enforceability of civil liabilities discussion is
based on an opinion of counsel(s). If you relied on advice of counsel(s), you should
identify counsel and file the consent of counsel as an exhibit to the registration
statement. If you did not consult counsel, you should explain why. Please revise your
disclosure here and elsewhere in the prospectus as appropriate.
            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 David Gessert at 202-551-2326 or David Lin at 202-551-3552 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets
cc:Anthony W. Basch, Esq.

United States securities and exchange commission logo
October 3, 2023
Wanhong Tan
Chief Financial Officer
Moxian (BVI) Inc
Room 2102, Block B, Jiahui Center, 6 Jiqing Li, Chaoyangmenwai Street
Chaoyang District
Beijing 100020, China
Re:Moxian (BVI) Inc
Form 20-F for the Fiscal Year Ended December 31, 2022
File No. 333-256665
Dear Wanhong Tan:
            We have completed our review of your filing.  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.
Sincerely,
Division of Corporation Finance
Disclosure Review Porgram
cc:       Anthony W. Basch

CORRESP
1
filename1.htm

Moxian
(BVI) Inc

Room
2102, Block B, Jiahui Center, 6 Jiqing Li, Chaoyangmenwai Street

Chaoyang
District, Beijing 100020, China

September
14, 2023

Disclosure
Review Program

Division
of Corporation Finance

U.S.
Securities and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Jimmy McNamara and Jennifer Thompson

    Re:
    Moxian (BVI) Inc

    Amendment No. 2 to Form 20-F for the Fiscal Year
    Ended December 31, 2022

    File No. 333-256665

Dear
Mr. McNamara and Ms. Tompson:

In
response to the comments set forth in the letter dated August 23, 2023 (the “Comment Letter”) of the staff (the “Staff”)
of the Division of Corporation Finance of the Securities and Exchange Commission (“SEC”) regarding the above referenced Amendment
No. 2 to Form 20-F for the Fiscal Year Ended December 31, 2022 (as amended, the “Annual Report”), we are writing to supply
additional information regarding the disclosures Moxian (BVI) Inc (the “Company”) had included in Amendment No. 2 to the
Annual Report. For ease of reference, we have recited the Staff’s comments in this response. Capitalized terms used herein shall
have the meanings ascribed to them in the Common Letter unless otherwise defined herein.

Amendment
No. 2 to Form 20-F for the Fiscal Year Ended December 31, 2022

Item
16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections, page 53

1. We
                                            note your statement that no government entity has filed a Schedule 13D or 13G in connection
                                            with your required submission under paragraph (a). Please supplementally describe any additional
                                            materials that were reviewed and tell us whether you relied upon any legal opinions or third
                                            party certifications such as affidavits as the basis for your submission. In your response,
                                            please provide a similarly detailed discussion of the materials reviewed and legal opinions
                                            or third party certifications relied upon in connection with the required disclosures under
                                            paragraphs (b)(2) and (3).

Response:
The Company respectfully acknowledges the Staff’s comments and hereby advises the Staff that, in connection with the Supplemental
Submission pursuant to Item 16I(a) of Form 20-F, the Company has determined that the Company is not owned or controlled by a governmental
entity in Hong Kong or in mainland China. We have examined the Company’s register of members, public filings made by the Company’s
shareholders, the Company’s and subsidiaries’ books and records related to the agreements entered into, and certifications
of the members of the board of directors (the “Board”), senior management and the majority shareholder of the Company. Based
on the reviews of relevant facts and information, the Company has concluded as follows.

As
of the date of the Annual Report, the Company was controlled by Conglin Deng, the Company’s CEO and Chairman of the Board, who
beneficially owned (determined in accordance with the SEC rules) 100% of the Company’s 5,000,000 outstanding preferred shares and
held 54.7% of the Company’s aggregate voting power. The following is an excerpt of the relevant disclosure in the Company’s
annual report on Form 20-F for the year ended December 31, 2022 regarding the beneficial ownership of Conglin Deng: “Mr. Deng is
the sole shareholder of Bridgeforrest (BVI) Inc, which holds 5,000,000 preferred shares of the Company. Each preferred share carries
six ordinary votes at meetings of shareholders and as a result, Mr. Deng owns has approximately 45.7% of the outstanding voting power.
His address is Unit 17-1008, Sanlitun Service Apartments, Chaoyang District, Beijing, China.” In addition, no governmental entity
in Hong Kong, in mainland China or in the BVI, directly or indirectly, possesses the power to direct or cause the direction of the management
and policies of the Company, or has a controlling financial interest in the Company.

In
response to paragraphs (b)(2) and (3) of Item 16I(b), the Company has determined that no governmental entities in the British Virgina
Islands (BVI) or in China own shares of the Company, and governmental entities in Hong Kong, in mainland China or in the BVI do not have
a controlling financial interest with respect to the Company. The Company has reached the above conclusions based on the following facts
and information.

We
have examined the Company’s register of members and public filings made by its shareholders. Based on our reviews, excluding the
beneficial ownership of the Company’s directors and executive officers, no shareholder beneficially owned 5% or more of the Company’s
outstanding shares as of the date of the Annual Report, other than Danqing Sun, who beneficially owned 5.1% of the Company’s outstanding
ordinary shares and held 2.8% of the Company’s aggregate voting power, and Yunxia Li, who beneficially owned 5.2% of the Company’s
outstanding ordinary shares and held 2.9% of the Company’s aggregate voting power. No governmental entities in Hong Kong, in mainland
China or in BVI have filed a Schedule 13D or 13G. Additionally, we have reviewed the agreements and other documents of the Company and
its subsidiaries. Neither the Company nor any of its subsidiaries have entered into an agreement with a foreign governmental entity.
Furthermore, we have obtained third party certifications from the directors and senior management of the Company, and none of such persons
are a representative of any government entity in Hong Kong, in mainland China or in the BVI.

2. In
                                            order to clarify the scope of your review, please supplementally describe the steps you have
                                            taken to confirm that none of the members of your board or the boards of your consolidated
                                            foreign operating entities are officials of the Chinese Communist Party. For instance, please
                                            tell us how the board members’ current or prior memberships on, or affiliations with,
                                            committees of the Chinese Communist Party factored into your determination. In addition,
                                            please tell us whether you have relied upon third party certifications such as affidavits
                                            as the basis for your disclosure.

Response:
The Company acknowledges the above comment and hereby advises the Staff that it has taken the following steps to confirm none of
the members of the Company’s Board or the board of directors of each subsidiary is an official of the Chinese Communist Party.

We
first compiled a list of names of the directors of the Company and its subsidiaries. The directors of the Company consist of: Conglin
Deng, Khuat Leok Choong, Tai Xu, Chuan Zhan, and Panpan Wang. Each subsidiary of the Company only has a sole director who is Mr. Conglin
Deng, the Company’s CEO and Chairman of the Board. Next, a staff member of management had telephone calls with each of the directors
of the Company. Based on such calls, it was confirmed that none of the members of the Board is an official of the Chinese Communist Party
(“CCP”) and none, but one, of the directors is a member of the CCP. While only one director is a member of the CCP, that
director has no current or prior membership on, or affiliations with, any committees of the CCP. Further, the Company obtained certifications
from the directors that he or she is not an official of the CCP.

In
providing the disclosures required, the Company has relied upon the certifications provided by the directors of the Company as the basis
for the disclosure.

3. Please
                                            note that Item 16I(b) requires that you provide disclosures for yourself and your consolidated
                                            foreign operating entities, including variable interest entities or similar structures. With
                                            respect to (b)(2), please supplementally clarify the jurisdictions in which your consolidated
                                            foreign operating entities are organized or incorporated and confirm, if true, that you have
                                            disclosed the percentage of your shares or the shares of your consolidated operating entities
                                            owned by governmental entities in each foreign jurisdiction in which you have consolidated
                                            operating entities. Alternatively, please provide this information in your supplemental response,
                                            including for your subsidiary in Hong Kong.

Response:
The Company is a holding company incorporated in the British Virgin Islands. The Company has three subsidiaries. The Company group has
no variable interest entity or non-subsidiary operating entity consolidated in its financial statements or involved in its business operations.
The details of the name, jurisdiction of incorporation and ownership of each of the Company’s direct and indirect subsidiaries
are set forth below.

    Name of Subsidiary

    Jurisdiction of Incorporation

    Ownership

    Abit Hong Kong Limited

    Hong Kong

    100% directly owned by Moxian (BVI) Inc

    Abit USA, Inc.

    Delaware

    100% owned by Abit Hong Kong Limited

    Beijing Bitmatrix Technology Co. Ltd

    Mainland China

    100% owned by Abit Hong Kong Limited

The
Company hereby confirms as of the date of the Annual Report, no governmental entities in the British Virgina Islands (BVI), in Hong Kong,
or in mainland China owned any shares of the Company.

4. With
                                            respect to your disclosure pursuant to Item 16I(b)(5), we note that you have included language
                                            that such disclosure is “to our knowledge.” Please supplementally confirm without
                                            qualification, if true, that your articles and the articles of your consolidated foreign
                                            operating entities do not contain wording from any charter of the Chinese Communist Party.

Response:
The Company hereby supplementally confirms that the memorandum and articles of association of Moxian (BVI) Inc and the articles of
incorporation (or equivalent organizing documents) of the Company’s subsidiaries do not contain wording from any charter of the
Chinese Communist Party.

***

The
Company is hopeful that the foregoing answers adequately address the Staff’s comments and looks forward to answering any further
questions the Staff may have. You may contact me or the Company’s counsel Anthony Basch (804.771.5725) with any further questions.
In addition, the Company acknowledges that:

    ●
    The Company is responsible
    for the adequacy and accuracy of the disclosure in the filing and responses;

    ●
    Staff comments or changes
    to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

    ●
    The Company may not assert
    staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the
    United States.

    Sincerely,

    /s/ Wanhong
    Tan

    Wanhong Tan

    Chief Financial Officer

    cc:
    Anthony W. Basch, Esq., Kaufman
    & Canoles, P.C.

    Yan (Natalie) Wang, Esq., Kaufman & Canoles, P.C.

CORRESP
1
filename1.htm

Moxian
(BVI) Inc

Room
2102, Block B, Jiahui Center, 6 Jiqing Li, Chaoyangmenwai Street

Chaoyang
District, Beijing 100020, China

September
7, 2023

Disclosure
Review Program

Division
of Corporation Finance

U.S.
Securities and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Jimmy McNamara

    Re:
    Moxian (BVI) Inc

    Amendment No. 2 to Form 20-F for the Fiscal Year
    Ended December 31, 2022

    File No. 333-256665

Dear
Mr. McNamara:

On
behalf of Moxian (BVI) Inc, a British Virgin Islands company (the “Company”), I acknowledge receipt by the Company of the
letter dated August 23, 2023 (the “Comment Letter”) of the Staff of the Division of Corporation Finance (the “Staff”)
of the United States Securities and Exchange Commission regarding the above referenced Amendment No. 2 to Form 20-F for the fiscal year
ended December 31, 2022 of the Company.

The
Company is in the process of preparing its response to the Comment Letter. However, the Company will require additional time to respond
to the Staff’s comments due to the travelling arrangements of some of the directors and the translation assistance required. Accordingly,
the Company respectfully requests an extension of five business days to respond to the Comment Letter by September 14, 2023.

We
are grateful for the Staff’s accommodation in this matter. Please do not hesitate to contact me with any questions you may have.

    Sincerely,

    /s/
    Wanhong Tan

    Wanhong Tan

    Chief Financial Officer

    cc:
    Jennifer Thompson, Securities and
    Exchange Commission

    Anthony W. Basch, Esq., Kaufman & Canoles, P.C.

    Yan (Natalie) Wang, Esq., Kaufman & Canoles, P.C.

United States securities and exchange commission logo
August 23, 2023
Wanhong Tan
Chief Financial Officer
Moxian (BVI) Inc
Room 2102, Block B, Jiahui Center, 6 Jiqing Li, Chaoyangmenwai Street
Chaoyang District
Beijing 100020, China
Re:Moxian (BVI) Inc
Amendment No. 2 to Form 20-F for the Fiscal Year Ended December 31, 2022
File No. 333-256665
Dear Wanhong Tan:
            We have limited our review of your filing to the submission and/or disclosures as
required by Item 16I of Form 20-F and have the following 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.
            After reviewing your response to these comments, we may have additional comments.
Amendment No. 2 to Form 20-F for the Fiscal Year Ended December 31, 2022
Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections, page 53
1.We note your statement that no government entity has filed a Schedule 13D or 13G in
connection with your required submission under paragraph (a).  Please supplementally
describe any additional materials that were reviewed and tell us whether you relied upon
any legal opinions or third party certifications such as affidavits as the basis for your
submission.  In your response, please provide a similarly detailed discussion of the
materials reviewed and legal opinions or third party certifications relied upon in
connection with the required disclosures under paragraphs (b)(2) and (3).
2.In order to clarify the scope of your review, please supplementally describe the steps you
have taken to confirm that none of the members of your board or the boards of your
consolidated foreign operating entities are officials of the Chinese Communist Party.  For
instance, please tell us how the board members’ current or prior memberships on, or
affiliations with, committees of the Chinese Communist Party factored into your
determination.  In addition, please tell us whether you have relied upon third party

 FirstName LastNameWanhong  Tan
 Comapany NameMoxian (BVI) Inc
 August 23, 2023 Page 2
 FirstName LastName
Wanhong  Tan
Moxian (BVI) Inc
August 23, 2023
Page 2
certifications such as affidavits as the basis for your disclosure.
3.Please note that Item 16I(b) requires that you provide disclosures for yourself and your
consolidated foreign operating entities, including variable interest entities or similar
structures.  With respect to (b)(2), please supplementally clarify the jurisdictions in which
your consolidated foreign operating entities are organized or incorporated and confirm, if
true, that you have disclosed the percentage of your shares or the shares of your
consolidated operating entities owned by governmental entities in each foreign
jurisdiction in which you have consolidated operating entities.  Alternatively, please
provide this information in your supplemental response, including for your subsidiary in
Hong Kong.
4.With respect to your disclosure pursuant to Item 16I(b)(5), we note that you have included
language that such disclosure is “to our knowledge.”  Please supplementally confirm
without qualification, if true, that your articles and the articles of your consolidated
foreign operating entities do not contain wording from any charter of the Chinese
Communist Party.
            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.
            Please contact Jimmy McNamara at 202-551-7349 or Jennifer Thompson at 202-551-
3737 with any questions.
Sincerely,
Division of Corporation Finance
Disclosure Review Program
cc:       Anthony W. Basch

CORRESP
1
filename1.htm

Moxian
(BVI) Inc

Room
2102, Block B, Jiahui Center, 6 Jiqing Li, Chaoyangmenwai Street

Chaoyang
District, Beijing 100020, China

August
10, 2023

Disclosure
Review Program

Division
of Corporation Finance

U.S.
Securities and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Jimmy McNamara and Jennifer Thompson

    Re:
    Moxian
    (BVI) Inc

    Amendment
    No. 1 to Form 20-F for the Fiscal Year Ended December 31, 2022

    File
    No. 333-256665

Dear
Mr. McNamara:

In
response to the comments set forth in the letter dated August 4, 2023 (the “Comment Letter”) of the staff (the “Staff”)
of the Division of Corporation Finance of the Securities and Exchange Commission (“SEC”) regarding the above referenced Amendment
No. 1 to Form 20-F for the Fiscal Year Ended December 31, 2022 (as amended, the “Annual Report”), we are writing to supply
additional information and disclosures Moxian (BVI) Inc (the “Company”) has included in Amendment No. 2 to the Annual Report
(the “Form 20-F/A”). For ease of reference, we have recited the Staff’s comments in this response. Capitalized terms
used herein shall have the meanings ascribed to them in the Common Letter unless otherwise defined herein.

Amendment
No. 1 to Form 20-F for the Fiscal Year Ended December 31, 2022

Item
16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections, page 53

    1.
    We note that during your fiscal year 2022 you were identified by the Commission pursuant to Section 104(i)(2)(A) of the Sarbanes-Oxley
    Act of 2002 (15 U.S.C. 7214(i)(2)(A)) as having retained, for the preparation of the audit report on your financial statements included
    in the Form 20-F, a registered public accounting firm that has a branch or office that is located in a foreign jurisdiction and that
    the Public Company Accounting Oversight Board had determined it is unable to inspect or investigate completely because of a position
    taken by an authority in the foreign jurisdiction. Please provide the documentation required by Item 16I(a) of Form 20-F or tell
    us why you are not required to do so. Additionally, please amend your Form 20-F to provide the disclosures required under Item 16I(b)
    of Form 20-F. Refer to the Staff Statement on the Holding Foreign Companies Accountable Act and the Consolidated Appropriations Act,
    2023, available on our website at https://www.sec.gov/corpfin/announcement/statement-hfcaa-040623.

    Response:
    The Company respectfully acknowledges the Staff’s comments and in response has provided the documentation required by Item
    16I(a) of Form 20-F. Please see Exhibit 99.1 to the Form 20-F/A. Additionally, the Company has amended the Annual Report to provide
    the disclosures required under Item 16I(b) of Form 20-F on page 53 of the Form 20-F/A.

***

The
Company is hopeful that the foregoing answers adequately address the Staff’s comment and looks forward to answering any further
questions the Staff may have. You may contact me or the Company’s counsel Anthony Basch (804.771.5725) with any further questions.
In addition, the Company acknowledges that:

    ●
    The
    Company is responsible for the adequacy and accuracy of the disclosure in the filing;

    ●
    Staff
    comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect
    to the filing; and

    ●
    The
    Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal
    securities laws of the United States.

    Sincerely,

    /s/
    Wanhong Tan

    Wanhong
    Tan

    Chief
    Financial Officer

United States securities and exchange commission logo
August 4, 2023
Wanhong Tan
Chief Financial Officer
Moxian (BVI) Inc
Room 2102, Block B, Jiahui Center, 6 Jiqing Li, Chaoyangmenwai Street
Chaoyang District
Beijing 100020, China
Re:Moxian (BVI) Inc
Amendment No. 1 to Form 20-F for the Fiscal Year Ended December 31, 2022
File No. 333-256665
Dear Wanhong Tan:
            We have limited our review of your filing to the submission and/or disclosures as
required by Item 16I of Form 20-F and have the following comment. In our comment, we may
ask you to provide us with information so we may better understand your disclosure.
            Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.
            After reviewing your response to this comment, we may have additional comments.
Amendment No. 1 to Form 20-F for the Fiscal Year Ended December 31, 2022
Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections, page 53
1.We note that during your fiscal year 2022 you were identified by the Commission
pursuant to Section 104(i)(2)(A) of the Sarbanes-Oxley Act of 2002 (15 U.S.C.
7214(i)(2)(A)) as having retained, for the preparation of the audit report on your financial
statements included in the Form 20-F, a registered public accounting firm that has a
branch or office that is located in a foreign jurisdiction and that the Public Company
Accounting Oversight Board had determined it is unable to inspect or investigate
completely because of a position taken by an authority in the foreign jurisdiction. Please
provide the documentation required by Item 16I(a) of Form 20-F or tell us why you are
not required to do so. Additionally, please amend your Form 20-F to provide the
disclosures required under Item 16I(b) of Form 20-F. Refer to the Staff Statement on the
Holding Foreign Companies Accountable Act and the Consolidated Appropriations Act,
2023, available on our website at https://www.sec.gov/corpfin/announcement/statement-
hfcaa-040623.

 FirstName LastNameWanhong  Tan
 Comapany NameMoxian (BVI) Inc
 August 4, 2023 Page 2
 FirstName LastName
Wanhong  Tan
Moxian (BVI) Inc
August 4, 2023
Page 2
            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.
            Please contact Jimmy McNamara at 202-551-7349 or Jennifer Thompson at 202-551-
3737 with any questions.
Sincerely,
Division of Corporation Finance
Disclosure Review Program
cc:       Anthony W. Basch

CORRESP
1
filename1.htm

Moxian
(BVI) Inc

Unit
911, Tower 2, Silvercord, 30 Canton Road

Tsimshatsui

Hong
Kong SAR, China ♦ Phone: +852 29614888

June
15, 2021

VIA
EDGAR

Jan
Woo

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F. Street, N.E.

Washington,
D.C. 20549

    Re:
    Moxian (BVI) Inc

    Registration Statement on Form F-4

    Originally
                                            Filed on May 28, 2021, as amended

    File No.:  333-256665

Dear
Ms. Woo:

Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Moxian (BVI) Inc hereby requests the Securities
and Exchange Commission take appropriate action to cause the above-referenced Registration Statement on Form F-4 to become effective
on June 17, 2021, at 9:00 AM Eastern Time, or as soon thereafter as is practicable.

Please
feel free to direct any questions or comments concerning this request to our U.S. legal counsel, Anthony W. Basch.

    Sincerely,

    Moxian (BVI)

    By:
    /s/
    Hao Qinghu

    Hao Qinghu

    Chief Executive Officer

United States securities and exchange commission logo
June 10, 2021
Tan Wanhong
Chief Financial Officer and Secretary
Moxian (BVI) Inc
Unit 911, Tower 2, Silvercord, 30 Canton Road
Tsimshatsui
Hong Kong SAR, China
Re:Moxian (BVI) Inc
Registration Statement on Form F-4
Filed May 28, 2021
File No. 333-256665
Dear Mr. Wanhong:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rule 461 regarding requests for acceleration.  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.
            Please contact Alexandra Barone, Staff Attorney, at (202) 551-8816 or Jan Woo,
Legal Branch Chief, at (202) 551-3453 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Anthony W. Basch, Esq.