SecProbe.io

CORRESP
 1
 filename1.htm

 Mercurity
Fintech Holding Inc.

 1330
Avenue of the Americas, Fl 33,

 New
York, NY 10019

 June 25, 2025

 VIA
EDGAR

 Securities
and Exchange Commission

 Division
of Corporate Finance

 Office
of Crypto Assets

 100
F Street, NE

 Washington,
D.C. 20549

 Attn:
Ms. Irene Paik and Ms. Sonia Bednarowski

 Re:
 Mercurity
 Fintech Holding Inc.
 Registration
 Statement on Form F-3
 File
No. 333-287428

 Dear
Ms. Irene Paik and Ms. Sonia Bednarowski

 Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Mercurity Fintech Holding Inc. hereby
requests the United States Securities and Exchange Commission take appropriate action to cause the above-referenced Registration Statement
on Form F-3 to become effective on June 27, 2025, at 4:00 p.m. Eastern Time, or as soon thereafter as practicable.

 Please
feel free to direct any questions or comments concerning this request to our U.S. legal counsel, Ms. Huan Lou of Sichenzia Ross Ference
Carmel LLP by telephone at +1 (646) 810-2187 or via e-mail at hlou@srfc.law .

 Very truly yours,

 For
and on behalf of
 Mercurity
 Fintech Holding Inc.

 /s/ Shi Qiu

 Name: Shi Qiu

 Title: Chief Executive Officer

CORRESP
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 filename1.htm

 Mercurity Fintech Holding Inc.

 1330 Avenue of the Americas, Fl 33,

 New York, NY 10019

 June 20, 2025

 Securities and Exchange Commission

 Division of Corporate Finance

 Office of Crypto Assets

 100 F Street, NE

 Washington, D.C. 20549

 Attn: Ms. Irene Paik and Ms. Sonia Bednarowski

 Re:
 Mercurity Fintech Holding Inc.

 Registration Statement on Form F-3

 Filed June 16, 2025

 File No. 333-287428

 Dear Ms. Irene Paik and Ms. Sonia Bednarowski:

 Please find below our responses
to the questions raised by the staff (the " Staff ") of the Securities and Exchange Commission (the " Commission ")
in its letter of comments dated June 17, 2025 (the " Comment Letter ") relating to the Registration Statement on Form
F-3 (" Registration Statement "), which was filed with the Commission by Mercurity Fintech Holding Inc. (the " Company "
or " we ") on June 16, 2025. The Company is concurrently filing Amendment No. 2 to the Registration Statement. Capitalized
terms used but not defined in this letter have the meanings ascribed to such terms in the Registration Statement.

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

 General

 1.

 Please update your disclosure to describe your
 plan to raise $800 million to establish a long-term Bitcoin treasury reserve or incorporate your Form 6-K filed June 11, 2025 by reference.
 In addition, to the extent material, please update your disclosure to describe your strategic partnership with SBI Digital Markets to
 accelerate the adoption of tokenized real-world assets and facilitate its global distribution or incorporate your Form 6-K filed June
 5, 2025 by reference. Refer to Item 5(a) of
 Form F-3.

 Response: Please refer to the revised disclosures
in the sections "Risk Factors" and "Incorporation of Documents by Reference". The Company hereby makes the representation
that it will update the "Use of Proceeds" section accordingly in the applicable prospectus supplement(s).

 Should you have any questions
regarding the foregoing, please do not hesitate to contact the Company's counsel, Huan Lou, Esq. of Sichenzia Ross Ference Carmel
LLP at (646) 810-2187.

 Very truly yours,
 For and on behalf of
 Mercurity Fintech Holding Inc.

 By:
 /s/ Shi Qiu

 Name:
 Shi Qiu

 Title:
 Chief Executive Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
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<TEXT>
 June 17, 2025

Shi Qiu
Chief Executive Officer
Mercurity Fintech Holding Inc.
1330 Avenue of the Americas, Fl 33
New York, NY 10019

 Re: Mercurity Fintech Holding Inc.
 Amendment No. 1 to Registration Statement on Form F-3
 Filed June 16, 2025
 File No. 333-287428
Dear Shi Qiu:

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

 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.

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

1. Please update your disclosure to describe your plan to raise $800
million to establish a
 long-term Bitcoin treasury reserve or incorporate your Form 6-K filed
June 11, 2025
 by reference. In addition, to the extent material, please update your
disclosure to
 describe your strategic partnership with SBI Digital Markets to
accelerate the
 adoption of tokenized real-world assets and facilitate its global
distribution or
 incorporate your Form 6-K filed June 5, 2025 by reference. Refer to Item
5(a) of
 Form F-3.
 June 17, 2025
Page 2

 Please contact Irene Paik at 202-551-6553 or Sonia Bednarowski at
202-551-3666
with any questions.

 Sincerely,

 Division of Corporation
Finance
 Office of Crypto Assets
cc: Huan Lou, Esq.
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 Mercurity
Fintech Holding Inc.

 1330
Avenue of the Americas, Fl 33,

 New
York, NY 10019

 June
16, 2025

 Securities
and Exchange Commission

 Division
of Corporate Finance

 Office
of Crypto Assets

 100
F Street, NE

 Washington,
D.C. 20549

 Attn:
Ms. Irene Paik and Ms. Sonia Bednarowski

 Re:

 Mercurity
 Fintech Holding Inc.

 Registration
 Statement on Form F-3

 Filed
 May 20, 2025

 File
 No. 333-287428

 Dear
Ms. Irene Paik and Ms. Sonia Bednarowski:

 Please
find below our responses to the questions raised by the staff (the " Staff ") of the Securities and Exchange Commission
(the " Commission ") in its letter of comments dated June 3, 2025 (the " Comment Letter ") relating
to the Registration Statement on Form F-3 (" Registration Statement "), which was filed with the Commission by Mercurity
Fintech Holding Inc. (the " Company " or " we ") on May 20, 2025. The Company is concurrently filing
Amendment No. 1 to the Registration Statement. Capitalized terms used but not defined in this letter have the meanings ascribed to such
terms in Registration Statement.

 Registration
Statement on Form F-3

 General

 1.
 Please
 include a prospectus summary heading pursuant to Item 3 of Form F-3. In the prospectus summary, please also address the following:

 ● 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 company's 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.

 ●
 Provide a clear description of how cash is transferred through
your organization. Disclose your intentions to distribute earnings or settle amounts owed under your operating structure. Quantify any
cash flows and transfers of other assets by type that have occurred between the holding company and its subsidiaries, and direction of
transfer. Quantify any dividends or distributions that a subsidiary has made to the holding company and which entity made such transfer,
and their tax consequences. Similarly quantify dividends or distributions made to U.S. investors, the source, and their tax consequences.
Please also disclose whether you have cash management policies that dictate how and when funds are transferred or distributed. 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. If no difficulties are identified, then state that there is no assurance
that the PRC government will not intervene or impose restrictions on your company's ability to transfer cash into or out of China
and/or Hong Kong.

 Response:
Please refer to the revised title "Prospectus Summary" of such section and the revised disclosures in the added sections
" Recent PRC Regulatory Developments " and " Cash and Non-Cash Asset Transfers ".

 Cover
Page

 2.
 Provide
 a description of how cash is transferred through your organization and disclose your intentions to distribute earnings or settle
 amounts owed under applicable agreements. State whether any transfers, dividends, or distributions have been made to date between
 the holding company and its subsidiaries, or to investors, and quantify the amounts where applicable. In addition, provide cross-references
 to the consolidated financial statements in your Form 20-F filed April 30, 2025.

 Response:
Please refer to the revised disclosure on the cover page. Due to the offsetting of both cash and non-cash transactions at the consolidated
financial statement level, information regarding such transfers were not disclosed in our annual report on Form 20-F filed April 30,
2025.

 3.
 We
 note your disclosure on the cover page that "[t]o a certain extent, we are subject to legal and operational risks associated
 with having part of our operations, in mainland China, including risks related to the legal, political and economic policies of the
 Chinese government, the relations between China and the United States, and changes in Chinese laws and regulations." Please
 revise to remove the words "[t]o a certain extent."

 Response:
Please refer to the revised disclosure on the cover page.

 Summary
of Risk Factors

 Risks
Relating to Doing Business in the PRC, page 6

 4.
 In
 this section, disclose in more detail the risks that your corporate structure and having the company's operations in China
 and Hong Kong poses to investors, with cross-references to the more detailed discussion of these risks in your Form 20-F filed April
 30, 2025. For example, specifically discuss the risk that the Chinese government may intervene or influence your operations at any
 time, which could result in a material change in your operations and/or the value of the securities you are registering 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:
Please refer to the revised disclosures in the section "Summary of Risk Factors" at page 13.

 Enforceability
of Civil Liabilities, page 27

 5.
 We
 note that your enforceability of civil liabilities discussion addressing the enforceability of civil liabilities in Hong Kong. Please
 revise to disclose how you arrived at your conclusions with respect to such discussion. To the extent that you relied on an opinion
 of counsel, please identify counsel and include counsel's consent as an exhibit.

 Response:
Please refer to the revised disclosure in the section titled "Enforceability of Civil Liabilities". Please also refer to
the Hong Kong counsel's consent at Exhibit 23.4.

 Should
you have any questions regarding the foregoing, please do not hesitate to contact the Company's counsel, Huan Lou, Esq. of Sichenzia
Ross Ference Carmel LLP at (646) 810-2187.

 Very
 truly yours,
 For
 and on behalf of
 Mercurity
 Fintech Holding Inc.

 By:
 /s/
 Shi Qiu

 Name:
 Shi
 Qiu

 Title:
 Chief
 Executive Officer

<DOCUMENT>
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<TEXT>
 June 3, 2025

Shi Qiu
Chief Executive Officer
Mercurity Fintech Holding Inc.
1330 Avenue of the Americas, Fl 33
New York, NY 10019

 Re: Mercurity Fintech Holding Inc.
 Registration Statement on Form F-3
 Filed May 20, 2025
 File No. 333-287428
Dear Shi Qiu:

 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 include a prospectus summary heading pursuant to Item 3 of Form
F-3. In the
 prospectus summary, please also address the following:
 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 company's
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
 June 3, 2025
Page 2

 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.
 Provide a clear description of how cash is transferred through
your organization.
 Disclose your intentions to distribute earnings or settle amounts
owed under your
 operating structure. Quantify any cash flows and transfers of other
assets by type
 that have occurred between the holding company and its subsidiaries,
and
 direction of transfer. Quantify any dividends or distributions that
a subsidiary has
 made to the holding company and which entity made such transfer, and
their tax
 consequences. Similarly quantify dividends or distributions made to
U.S.
 investors, the source, and their tax consequences. Please also
disclose whether
 you have cash management policies that dictate how and when funds
are
 transferred or distributed. 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. If no difficulties are identified, then
state that there
 is no assurance that the PRC government will not intervene or impose
restrictions
 on your company s ability to transfer cash into or out of China
and/or Hong
 Kong.
Cover Page

2. Provide a description of how cash is transferred through your
organization and
 disclose your intentions to distribute earnings or settle amounts owed
under applicable
 agreements. State whether any transfers, dividends, or distributions
have been made to
 date between the holding company and its subsidiaries, or to investors,
and quantify
 the amounts where applicable. In addition, provide cross-references to
the
 consolidated financial statements in your Form 20-F filed April 30,
2025.
3. We note your disclosure on the cover page that "[t]o a certain extent,
we are subject to
 legal and operational risks associated with having part of our
operations, in mainland
 China, including risks related to the legal, political and economic
policies of the
 Chinese government, the relations between China and the United States,
and changes
 in Chinese laws and regulations." Please revise to remove the words
"[t]o a certain
 extent."
Summary of Risk Factors
Risks Relating to Doing Business in the PRC, page 6

4. In this section, disclose in more detail the risks that your corporate
structure and
 having the company s operations in China and Hong Kong poses to
investors, with
 cross-references to the more detailed discussion of these risks in your
Form 20-F filed
 April 30, 2025. For example, specifically discuss the risk that the
Chinese government
 may intervene or influence your operations at any time, which could
result in a
 June 3, 2025
Page 3

 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.
Enforceability of Civil Liabilities, page 27

5. We note that your enforceability of civil liabilities discussion
addressing the
 enforceability of civil liabilities in Hong Kong. Please revise to
disclose how you
 arrived at your conclusions with respect to such discussion. To the
extent that you
 relied on an opinion of counsel, please identify counsel and include
counsel's consent
 as an exhibit.
 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 Irene Paik at 202-551-6553 or Sonia Bednarowski at
202-551-3666
with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Crypto
Assets
cc: Huan Lou, Esq.
</TEXT>
</DOCUMENT>

September 24, 2024
Shi Qiu
Chief Executive Officer
Mercurity Fintech Holding Inc.
1330 Avenue of the Americas, Fl 33
New York, NY 10019
Re:Mercurity Fintech Holding Inc.
Form 20-F for the Fiscal Year Ended December 31, 2022
File No. 001-36896
Dear Shi Qiu:
            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
Office of Crypto Assets

CORRESP
1
filename1.htm

MERCURITY
FINTECH HOLDING INC.

1330
Avenue of the Americas, Fl 33,

New
York, NY 10019

March
1, 2024

Securities
and Exchange Commission

Division
of Corporate Finance

Office
of Crypto Assets

100
F Street, NE

Washington,
D.C. 20549

Attn:
Ms. Bonnie Baynes, Mr. Mark Brunhofer

    Re:
    Mercurity
    Fintech Holding Inc.

Form
20-F for the fiscal year ended December 31, 2022

Form
6-K filed December 28, 2023

File
No. 001-36896

Dear
Ms. Bonnie Baynes, Mr. Mark Brunhofer:

Reference
is made to the proposed disclosures set out in Mercurity Fintech Holding Inc.’s (the “Company” or “we”)
response letters dated August 14, 2023 and October 20, 2023, each in response to the staff (the “Staff”) of the Securities
and Exchange Commission’s (the “Commission”) comment letters dated July 17, 2023 and September 22, 2023, as
well as this letter in response to the Commission’s comment letter dated February 1, 2024 (collectively, the “Proposed
Disclosures”). The Company would like to respectfully request to incorporate such Proposed Disclosures into its annual report
on Form 20-F for the fiscal year ended December 31, 2023, which will be due by April 30, 2024, instead of filing an amendment to incorporate
the Proposed Disclosures into its annual report on Form 20-F for the fiscal year ended December 31, 2022. The reasons for this request
is as follows:

    a)
    The
    registered public accounting firm which audited the Company’s financial statements for the years ended December 31, 2020 and
    2021, Shanghai Perfect C.P.A Partnership, has withdrawn its registration with the PCAOB and will no longer be qualified to issue
    an audit report or consent letter in respect of the Cmpany’s SEC filings. Hence, if the Company were to be required to amend
    its annual report on Form 20-F for the fiscal year ended December 31, 2022, the Company will have to have its financial statements
    for the year ended December 31, 2021 reaudited by Onestop Assurance PAC, its current auditors, and such process will require the
    Company to incur significant time and expenses, and such reaudit will in no way be completed before April 30, 2024, which is the
    deadline for the Company’s annual report on Form 20-F for the fiscal year ended December 31, 2023.

    b)
    The
    Company is currently in the midst of preparing its audited financial statements for the fiscal year ended December 31, 2023, and
    will undertake to reflect all of the Proposed Disclosures in its annual report on Form 20-F for the fiscal year ended December 31,
    2023.

    c)
    The
    Company aims to file its annual report on Form 20-F for the fiscal year ended December 31, 2023 in mid-April, which will not cause
    substantial delay in making the Proposed Disclosures for the year of 2022.

In
addition, please find below our responses to the questions raised by the Staff in its letter of comments dated dated February 1, 2024
(the “Comment Letter”) relating to the annual report on Form 20-F for the year ended December 31, 2022, which was
filed with the Commission by the Company on April 25, 2023. The Company’s responses are numbered to correspond to the Staff’s
comments. For your convenience, each of the Staff’s comments contained in the Comment Letter has been restated.

Form
20-F for the fiscal year ended December 31, 2022

Item
5. Operating and Financial Review and Prospects

D.
Trend Information, page 70

    1.
    We
    acknowledge your response to prior comment 1. Please note that we are continuing to review your response and may have further comments.

Response:
This is well noted.

Item
15. Controls and Procedures, page 101

    2.
    We
    acknowledge your response to prior comment 2. Please tell us whether the many shortcomings you identify in your response represent
    a material weakness in your internal control over financial reporting. If not, explain why not.

Response:

We
respectfully submit that the many shortcomings of the Company do reflect a material weakness in our internal control over financial reporting.
We have made some improvements and hope to make more efforts in the future to address these shortcomings.

Firstly,
the occurrence of the Wei Zhu incident reflected many shortcomings in the Company’s asset management, and we have taken some improvements
to strengthen our internal control over the asset management, as stated in our response to prior comment 2.

Secondly,
there are still many shortcomings in internal control in other aspects of the Company:

    ●
    The
    current scale of the Company’s business is relatively small, and the new businesses are still in the early stages. Certain
    team members of the Company are responsible for multiple functions, including accounting, business development and operations. Some
    of the holding company’s officers and employees also hold various positions at some of the Company’s subsidiaries.

    ●
    Our
    financial management function is yet to be improved in various aspects, including but not limited to that: a) our supervision and
    approval procedures in financial accounting and financial statement disclosure are not rigorous enough, b)we lack a comprehensive
    and effective internal audit system, and c) we do not have sufficient number of skilled financial and accounting personnel and have
    yet to provide periodic professional and business training to our current financial personnel.

We
will continuously remediate these shortcomings as the Company’s business develops and has obtained sufficient capital and human
resources:

    ●
    We
    will further promote the independence of each business entity and function to improve the internal control system of the group’s
    business structure. With the development of our business, we will continuously improve the organizational structure, enhance the
    functions of various departments, expand the workforce, and on this basis, improve the various internal control systems and processes
    of the Company.

    ●
    We
    will add an accounting manager in 2024, responsible for supervising accounting work, reviewing financial accounting content, and
    specifically responsible for preparing the Company’s financial statements, as well as assisting the CFO in the disclosure of
    financial reports. With the continuous expansion of the Company’s future business, we may recruit more personnel to meet more
    accounting and financial management needs.

    ●
    As
    the Company’s business develops, we will fill the role of the internal audit manager. The internal audit manager will be responsible
    for regularly evaluating the integrity of the Company’s internal controls, supervising the effective implementation of internal
    control systems, and reporting directly to the Audit Committee.

Consolidated
Statements of Cash Flows, page F-13

    3.
    We
    note your response to prior comment 7 regarding your reclassification of cryptocurrency cash flows to operating activities from investing
    activities in your consolidated statements of cash flows.

    Please
    provide the following:

    ●
    We
    note your response that you believe your cryptocurrency transactions are a daily business activity as they are held for sale at high
    prices. Please clarify, for each significant type of cryptocurrency:

    o
    Your
    current average holding period;

    o
    The
    shortest and longest time periods you held these crypto assets before sale; and

    o
    Provide
    an estimate of how frequently it is converted to USD for each period presented.

Response:

1）The
Company’s holdings and conversion of the crypto assets.

In
our financial statements for the year 2022, we adjusted our cash flow generated from selling crypto assets to operating cash flow, mainly
taking into account that the Company had completed the development of a crypto asset quantitative trading software in the first half
of 2022, which enabled us to enter a new stage of the Company’s crypto asset quantitative trading business development plan. Unfortunately,
the occurrence of the Wei Zhu incident caused the Company to lose control over most of its crypto assets, and hence the Company had to
suspend the operation of its crypto asset quantitative trading business due to lack of sufficient digital assets. We did not engage in
any transactions related to the crypto asset quantitative trading business between 2022 and 2023.

In
our response to prior comment 7, it was incorrect for us to treat all cryptocurrency transactions as daily business activities, and it
is necessary for us to correct this error here. In fact, only the cash flows generated by our cryptocurrency quantitative trading business
are considered daily business activities. However, the occurrence of the Wei Zhu incident resulted in the Company’s failure to
carry out cryptocurrency quantitative trading business as planned. We did not strictly distinguish the types of cryptocurrencies we sold,
but instead treated all cryptocurrency transactions as daily business activities, which was a flaw in our previous financial accounting.

There
are four transactions where the Company sold and used crypto assets to pay service fees between 2021 and 2022, which are as follows:

    ●
    In
    October 2021, the Company sold 6.86166 Bitcoins and 10,401.65 Tether USDs (“USDT”) with a book value of $336,299 and
    get $440,404 into the Company’s bank account to supplement the cash needed for daily operations. These Bitcoins were held by
    the Company for approximately one month and the USDTs (which were purchased in December 2019) were held by the Company for approximately
    22 months.

    ●
    In
    October 2021, the Company converted 3.13835862 Bitcoins into approximately 180,024 USD Coins to pay investment banking service fees,
    with a total book value of $475,114. These USD Coins were held by the Company for approximately one month.

    ●
    In
    October 2021, the Company used 1,994,462.5 USD Coins with a book value of $1,992,267 to pay Bitcoin mining cloud computing power
    fees. These USD Coins were held by the Company for approximately half a month.

    ●
    In
    January 2022, the Company sold 1,000,000 USD coins with the book value of $998,902 and get $968,934 into the Company’s bank
    account to supplement the cash needed for daily operations. These USD Coins were held by the Company for approximately three months.

Except
for the small amount of Bitcoin, USD Coins and USDTs sold by the Company before the Wei Zhu incident in exchange for cash and payment
of operational funds and expenses required for daily operations, the Company did not trade any crypto assets through quantitative trading
business during the period from 2021 to 2023. The average holding period for USD Coins sold or used for payment by the Company aforementioned
is 1.3 months, the average holding period for Bitcoin sold or used for payment by the Company aforementioned is one month, and the average
holding period for USDTs sold or used for payment by the Company aforementioned is 22 months.

After
the Wei Zhu incident, the Company failed to carry out cryptocurrency quantitative trading business as planned, nor did any other cryptocurrency
transactions occur. Therefore, it is meaningless to estimate the frequency at which the Company converts its crypto assets into US dollars
until we have sufficient controllable crypto assets to resume our crypto asset quantitative trading business.

Please
provide the following:

    ●
    As
    ASC 230 applies to all cash flows, provide us a complete analysis with reference to the specific paragraphs that support your classification
    of cryptocurrency transactions as operating cash flows. In your response, specifically explain why your related cash flows are not
    investing activities.

    ●
    Explain
    to us how the sale of 1 million USD Coins in January 2022 can be an operating activity when the cryptocurrency sold is the direct
    result of your private placement of equity in October 2021.

    ●
    Please
    tell us the events that triggered this change in classification to operating activities including when the changes were made to your
    current and future business structures.

2)
The Company’s reconsideration of the classification of cash flows generated from crypto asset transactions.

As
mentioned above, we changed our classification of cash flows generated from selling crypto assets in our financial statements for the
year 2022 mainly taking into account that the Company had completed the development of a crypto asset quantitative trading software in
the first half of 2022, which enabled us to enter a new stage of the Company’s crypto asset quantitative trading business development
plan.

We
have reconsidered the specific uses of the crypto assets owned by the Company based on our current and future business plans related
to crypto assets, and we have classified or will classify the cash flows generated from past and future transactions of these crypto
assets according to their specific uses.

In
our financial statements as of December 31, 2022, we included all sales of crypto assets as part of the quantitative trading of cryptocurrency
assets, and therefore disclosed the corresponding cash flows as operating cash flows. We have realized that this is not a rigorous approach,
and therefore we will revise our financial statements to more accurately reflect the categories of relevant cash flows. The specific
analysis is as follows:

In
the second half of 2021, the Company began to increase its cryptocurrency mining business and the business of quantitatively trading
its holdings of cryptocurrency assets as one of its main businesses. During September and October 2021, the Company acquired approximately
$5 million of Bitcoin and $5 million of USD Coin through stock issuance. As both Bitcoin and USD Coin meet the definition of intangible
assets, the Company recognized all the received Bitcoin and USD Coin as intangible assets. This situation can be considered as the Company
engaging in both non-cash financing and non-cash investment activities without generating any cash flows.

The
original plan of the Company was to use the received crypto assets as follows:

a)
The Company plans to use a portion of the crypto assets as a source of funds for daily operations, including selling these crypto assets
in exchange for monetary funds, or directly paying for goods or service fees with these crypto assets. The sale of these crypto assets
by the Company in exchange for monetary funds can be considered as the sale of intangible assets invested by the Company, which belongs
to cash inflows generated from investment activities; The direct payment of goods or service fees by the Company using these crypto assets
can be regarded as the conversion of its invested intangible assets into non-cash operating expenses, without generating any cash flow.

b)
The Company plans to use another portion of the received crypto assets as the principal for conducting quantitative trading of crypto
assets. The Company will transfer these crypto assets to a dedicated account for conducting quantitative trading of crypto assets. As
this business is likely to lead to frequent buying and selling of crypto assets, we believe that these crypto assets used for quantitative
trading are more appropriately to be accounted for as current assets measured at fair value. Due to the occurrence of the Wei Zhu incident,
all Bitcoin and USD Coin owned by the Company were improperly seized by the Sheyang County Public Security Bureau. As a result, the Company
was unable to proceed with the planned quantitative trading of crypto assets. Therefore, in the Company’s financial statements
as of December 31, 2022, the crypto assets owned by the Company were not classified and listed according to their intended use. However,
once t

United States securities and exchange commission logo
February 1, 2024
Shi Qiu
Chief Executive Officer
Mercurity Fintech Holding Inc.
1330 Avenue of the Americas, Fl 33
New York, NY 10019
Re:Mercurity Fintech Holding Inc.
Form 20-F for the fiscal year ended December 31, 2022
Form 6-K filed December 28, 2023
File No. 001-36896
Dear Shi Qiu:
            We have reviewed your October 20, 2023 response to our comment letter and have the
following comment(s).
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments. Unless
we note otherwise, any references to prior comments are to comments in our September 22,
2023 letter.
Form 20-F for the fiscal year ended December 31, 2022
Item 5. Operating and Financial Review and Prospects
D. Trend Information, page 70
1.We acknowledge your response to prior comment 1. Please note that we are continuing to
review your response and may have further comments.
Item 15. Controls and Procedures, page 101
2.We acknowledge your response to prior comment 2. Please tell us whether the many
shortcomings you identify in your response represent a material weakness in your internal
control over financial reporting. If not, explain why not.

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February 1, 2024
Page 2
Consolidated Statements of Cash Flows, page F-13
3.We note your response to prior comment 7 regarding your
reclassification of cryptocurrency cash flows to operating activities from investing
activities in your consolidated statements of cash flows. Please provide the following:
•We note your response that you believe your cryptocurrency transactions are a daily
business activity as they are held for sale at high prices. Please clarify, for each
significant type of cryptocurrency: oYour current average holding period;
oThe shortest and longest time periods you held these cryptocurrencies before
sale; and
oProvide an estimate of how frequently it is converted to USD for each period
presented.
•As ASC 230 applies to all cash flows, provide us a complete analysis with reference
to the specific paragraphs that support your classification of cryptocurrency
transactions as operating cash flows. In your response, specifically explain why your
related cash flows are not investing activities.
•Explain to us how the sale of 1 million USD Coins in January 2022 can be an
operating activity when the cryptocurrency sold is the direct result of your private
placement of equity in October 2021.
•Please tell us the events that triggered this change in classification to operating
activities including when the changes were made to your current and future business
structures.
Note 2. Restatement of Previously Issued Financial Statements
Previouls Financial Statements Change from Impairment of Intangible Assets, page F-20
4.We acknowledge your response to prior comment 15 and your proposed disclosure in the
penultimate paragraph on page 29 of that response and in this note that you revised your
accounting to apply "a more cautious" approach. We also note your August 14, 2023
response to comment 26 from our July 17, 2023 letter that you will appropriately correct
your amended Form 20-F, when filed, to check the box on the cover related to error
corrections in the financial statements. Please address the following:
•Revise your disclosure here and your proposed revised disclosure from prior
comment 15 to clearly indicate that your revised cryptocurrency impairment
methodology is the correction of an error.
•Revise your selected financial data disclosures beginning on page 3 to reflect the
material change to your cryptocurrency impairment accounting policy as the
correction of an error. Label all relevant periods "as restated" and cross reference to
your discussion in Note 2. See Item 3 of Form 20-F.
•We note your Item 15 Controls and Procedures disclosure for both your Forms 20-F
for the fiscal years ended December 31, 2021 and 2022 indicating that
your disclosure control procedures (DCP) and your internal controls over financial
reporting (ICFR) were effective. Given the significance of this accounting error and

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February 1, 2024
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restatement, tell us the following:oClarify how you considered whether the accounting error indicated any
unidentified material weakness(es) under principle 17 of the COSO framework;
oTell us how you reevaluated the appropriateness of your original conclusions
regarding the effectiveness of your DCP and ICFR pursuant to Item 15 of Form
20-F.
oClarify how you determined there were no changes to your ICFR in light of
your restatement for the significant accounting error.  Refer to Item 15(d) of
Form 20-F.
Note 3. Summary of Significant Accounting Policies
Revenue Recognition
Cryptocurrency Mining, page F-30
5.We note your response to prior comment 8 and your recent changes in business strategy
and focus. Please tell us and provide enhanced proposed disclosure for Item 5. Operating
and Financial Review and Prospects that provides insight into your expected trends about
the relative significance of your filecoin mining business in relation to your other planned
activities (e.g., consulting services, bitcoin mining, technical services, etc.) over the near
term. We may have further comments regarding your response to prior comment 8.
Note 9. Intangible Assets, Net, page F-40
6.We have reviewed your response to prior comment 13 and reissue in part.  Please provide
us an accounting analysis citing specific authoritative literature that supports your
determination to:
•not derecognize the seized cryptocurrencies you did not control on your balance sheet
at December 31, 2022; and
•recognize a recovery prior to such recovery occurring.
At a minimum, tell us how you considered the guidance in ASC 610-20, ASC 860, ASC
450, and any other guidance. If you apply any guidance by analogy, explain why that
guidance is appropriate.
7.We have reviewed your response to prior comment 13 and reissue in part.  Please provide
us fulsome and explicit responses to the following:
•Clarify whether the asset you had at December 31, 2022, was a crypto asset or a right
to recover crypto assets. If it is a right to recover crypto assets, clarify whether that
right is to recover the quantity of crypto assets seized or alternatively a fiat currency
amount and how such fiat currency amount would be determined;
•Demonstrate how the specific authoritative literature on which you rely supports not
derecognizing the crypto assets you did not control (i.e., those seized by the Public
Security Bureau) at December 31, 2022 because the Recovery Proceeding had not yet
concluded;
•If you believe ASC 450 Contingencies applies, tell us why and how you applied
the guidance in this circumstance given that the seizure and loss of control has

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 February 1, 2024 Page 4
 FirstName LastName
Shi Qiu
Mercurity Fintech Holding Inc.
February 1, 2024
Page 4
already occurred. In addition, tell us whether your accounting contemplates the price
volatility of the crypto and explain whether there are circumstances where price
volatility represents an additional loss or contingent gain and the reasons why;
•Explain why the seizure of the Company’s safe and its contents as well as the transfer
of cryptocurrency to a wallet not controlled by the Company is not contradictory
evidence to the Company’s assertion of recovery; and
•Clarify for us whether you recognize impairment of the seized crypto assets you have
not derecognized whenever their carrying value exceeds their fair value and how your
accounting for impairment interfaces with the authoritative literature on which you
relied to not derecognize the seized crypto assets.
8.We note your response to prior comment 14 regarding your accounting for USD Coin as
an intangible asset instead of a financial asset or otherwise. Note that we are still
evaluating your response as well as the related accounting in prior comment 13 and may
have further comment. In the interim, please provide us the following
•Clarify for us your contractual rights related to redeeming the USD Coin and
specifically address whether you can redeem USD Coin for US fiat. In your response,
tell us whether you have a Circle Mint account with Circle Internet Financial, LLC
(Circle Internet).
•In your response, you state your belief that it is more appropriate to recognize USD
Coin as a liquid financial asset.  If this is the appropriate accounting, tell us why you
believe it would be appropriate to combine a financial asset, which would qualify as
other asset under under Rule 5-02.17 of Regulation S-X with intangible assets under
Rule 5-02.15 of Regulation S-X.
•If you cannot present USD Coin for redemption in US fiat from Circle Internet, tell
us in detail how USD Coin qualifies as a financial asset by referencing the specific
authoritative literature you rely upon to support your classification.
Note 11. Income Taxes, page F-43
9.We note your response to prior comment 18 and that you did not reflect your proposed
revised disclosure in Note 16 of your June 30, 2023 financial statements provided in
Exhibit 99.1 to your Form 6-K filed on December 31, 2022. Please revise your disclosure
accordingly.

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Shi Qiu
Mercurity Fintech Holding Inc.
February 1, 2024
Page 5
Form 6-K filed December 28, 2023
Exhibit 99.1
Managements' Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations
About Non-GAAP Financial Measures, page 10
10.We note your use of the non-GAAP measures of Adjusted Net Loss and Adjusted Net
Loss Attributable to Mercurity Fintech Holding Inc. disclosed in your earnings release.
Please address the following:
•Tell us why you characterize your largest non-GAAP adjustment as related to the
impairment of property and equipment when it appears from your financial
statements that the amounts involved relate to the impairment of your intangible
digital assets.
•Tell us why you label your Adjusted Net Loss non-GAAP measure as such when
your starting point (presumably the most directly comparable GAAP measure as
required by Rule 100(a)(1) of Regulation G) is operating loss from continuing
operations and excludes items of other income and expense as well as the impact of
income taxes.
•Tell us how you use your non-GAAP measures and explain why they are meaningful
to investors. In your response, specifically explain:oWhy the adjustment to remove the impairment of intangible digital assets is
meaningful when digital assets are a focus of your operations and the volatility
associated with the fair value of such assets is normal and recurring. See Rule
100(b) of Regulation G and Question 100.01 of our Non-GAAP Compliance
and Disclosure Interpretations; and
oWhy the fact that the impairment charges are non-cash until the underlying
digital assets are sold is relevant.
•Provide us with proposed revised disclosure that includes a reconciliation of net loss
per share to adjusted net loss per share for each respective period in accordance with
Rule 100(a)(2) of Regulation G.
Unaudited Interim Consolidated Statements of Changes in Shareholders' Equity, page F-7
11.We note that you provide an equity statement only for the six months ended June 30,
2023. To the extent you incorporate the financial information in this exhibit into a
registration statement on Form F-1 or any other form, amend this Form 6-K to provide an
equity statement for the comparable period in 2022 as required by Item 8A5 of Form 20-
F. In addition, revise the January 1, 2023 number of ordinary shares and all 2022 ordinary
share amounts to retroactively present your February 2023 1-for-400 share consolidation
back to the earliest period presented as stipulated in SAB 4C.

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February 1, 2024
Page 6
            Please contact Bonnie Baynes at 202-551-4924 or Mark Brunhofer at 202-551-3638 if
you have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets

CORRESP
1
filename1.htm

October 20, 2023

Securities and Exchange Commission

Division of Corporate Finance

Office of Crypto Assets

100 F Street, NE

Washington, D.C. 20549

Attn: Ms. Bonnie Baynes, Mr. Mark Brunhofer, Mr. Tyler
Howes and Ms. Jennifer Gowetski

Re: Mercurity Fintech Holding Inc.

Form 20-F for the fiscal year ended December 31,
2022

Filed April 25, 2023

File No. 001-36896

Dear Ms. Bonnie Baynes, Mr. Mark Brunhofer, Mr. Tyler
Howes and Ms. Jennifer Gowetski:

Please find below the responses to the questions
raised by the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
in its letter of comments dated September 22, 2023 (the “Comment Letter”) relating to the annual report on Form 20-F
for the year ended December 31, 2022, which was filed with the Commission by Mercurity Fintech Holding Inc. (the “Company”
or “we”) on April 25, 2023.

The Company’s responses are numbered to
correspond to the Staff’s comments. For your convenience, each of the Staff’s comments contained in the Comment Letter has
been restated below in bold.

Form 20-F for the year ended December 31, 2022

Item 5. Operating and Financial Review and Prospects

D. Trend Information, page 70

 1. We have reviewed your response to prior comment 1. In your response,
                                            you state that you will, together with D[e]heng, continue to vigorously pursue the Recovery
                                            Proceeding, attempting to regain your cold wallet and the related cryptocurrencies. Please
                                            reconcile this to your statement that if the case enters the judicial procedures, the Company
                                            can submit evidence to the court to plead for restoration of its ownership and control rights
                                            over the cold wallet and cryptocurrencies. In this regard:

 · More
                                            fully articulate your view that the cryptocurrencies were wrongfully seized and that control
                                            over these cryptocurrencies will be recovered by the Company;

 · Clarify
                                            what a Recovery Proceeding is and how it relates to what you refer to as entering “judicial
                                            procedures;”

 · Explain
                                            whether the case entering the judicial procedures is the only mechanism under the law to
                                            recover your cryptocurrencies or if there are other means of recovery;

 · Tell
                                            us whether there are any conditions precedent to entering into the judicial process. If so,
                                            explain whether you believe those conditions represent uncertainties related to the seizure
                                            of your cryptocurrencies; and

 · Update
                                            for us the chronology of events since March 1, 2023.

Response:
The Company submits as follows its proposed supplemental disclosures, in addition to the revised disclosures in its responses
dated August 14, 2023, to be included in future filings.

      1

 1) More fully articulate your view that the cryptocurrencies were wrongfully
                                            seized and that control over these cryptocurrencies will be recovered by the Company.

As disclosed in the Company’s annual report on Form 20-F
for the year 2022, as well as in the Company’s previous response to SEC’s comments, we believe that the cryptocurrencies belonging
to the Company were wrongfully seized by the Sheyang Public Security Bureau. The Company originally obtained the later impounded cryptocurrencies
from selling its equity securities in 2021 and mining operations in 2021 and 2022 and believes that it is the rightful owner of such impounded
digital assets. The Sheyang Public Security Bureau seized our hardware cold wallet and all
cryptocurrencies contained therein without permission or authorization from the Company in February 2022. The Company has
been seeking to restore control of the Company’s cryptocurrencies through various types of administrative procedures, such as actively
communicating with the Sheyang Public Security Bureau together with its PRC legal counsel Deheng Law Firm (“Deheng”) since
the incident.

At present, we think the Company has provided sufficient
evidence to prove the Company’s ownership of the cryptocurrencies taken by the Sheyang Public Security Bureau, which the Company
believes has reached the standard of high probability. The Sheyang Public Security Bureau has admitted that the seizure measure was made
on a temporary basis and the Sheyang Public Security Bureau's handling of the cases of Wei Zhu or Wei Zhu’s wife Jianming Jing
(“Jing”) does not conclusively determine the ownership of the Company's cryptocurrencies.

In the past year and a half, the Sheyang County
Public Security Bureau repeatedly avoided, and did not respond to our complaint in accordance with the procedural provisions despite
our continuous efforts to resolve the cryptocurrency matter. As such, the Company has submitted the “Application for State Compensation”
to the Public Security Bureau of Sheyang County, and has also submitted the “Information and Supervision Application” to
Yancheng City Public Security Bureau, the authority supervising Sheyang County Public Security Bureau, reporting the Public Security
Bureau of Sheyang County’s noncompliance with applicable rules and procedures. Further, the Company will, depending on the
situation, decide whether to submit relevant materials to the Sheyang County Discipline Inspection Commission and Yancheng City Discipline
Inspection Commission to further pursue this matter.

 2) Clarify what a Recovery Proceeding is and how it relates to what you
                                            refer to as entering “judicial procedures.

The "Recovery Proceeding” refers to all
of the Company’s efforts to regain the ownership and custody of the cryptocurrencies in accordance with the relevant procedures
of the Public Security Bureau, procuratorate, court of competent jurisdiction and other authorities in China, which includes formal and
informal, written and verbal communication with the Public Security Bureau at all levels, including the county, city and potentially
higher levels, judicial procedures with the Chinese courts, administrative appeals against the Sheyang County Public Security Bureau
and administrative application for the State compensation. Therefore, the judicial procedures are part of our Recovery Proceeding.

If and when the Sheyang County Public Security Bureau
classifies the detained cryptocurrencies as potential criminal proceeds and transfers the same to the procuratorate, which later files
with the Sheyang County court a lawsuit claiming the nature the seized property, the Company may then appeal to the Sheyang County Court
reclaiming the cryptocurrencies. If and when the above occurs, we will enter into judicial procedures to recover our seized cryptocurrencies.

In addition, it is theoretically possible that the
Company can also directly sue the Sheyang Public Security Bureau for improper seizure of assets to start another judicial proceeding.
However, the Company has deliberately not chosen such an approach, considering the specific situation of China's public security and
judicial system.

 3) Explain whether the case entering the judicial procedures is the only
                                            mechanism under the law to recover your cryptocurrencies or if there are other means of recovery.

Entering the judicial procedures is not the only
mechanism provided for by law to restore our cryptocurrencies. On a track parallel with the judicial procedures in Sheyang Court, the
Company and Deheng have also been actively pursuing the following two avenues to recover the wrongfully seized cryptocurrencies:

 a) Applying for state compensation. This is an administrative
                                            procedure. On October 12, 2023, the Company applied to Sheyang County Public Security
                                            Bureau for compensation for the wrongfully seized digital assets, in compliance with the
                                            provisions of Articles 18, 21 and 40 of the State Compensation Law, provisions of Article 6
                                            of the Provisions on Procedures for Handling State Compensation Cases by Public Security
                                            Organs, and provisions of Article 3 of the Interpretation of the Supreme People's Court
                                            and the Supreme People's Procuratorate on Several Issues Concerning the Application of Law
                                            in Handling Criminal Compensation Cases.

      2

 b) Filing a complaint with the Public Security Bureau of Yancheng
                                            City. This is also an administrative procedure. On October 12, 2023, the Company filed
                                            a complaint to the Public Security Bureau of Yancheng City, which is the superior authority
                                            to Sheyang County Public Security Bureau, in accordance with the provisions of Article 197
                                            of the Provisions on the Procedure of Handling Criminal Cases by Public Security Organs (2020
                                            Amendment), alleging and citing certain violations of rules by the Public Security Bureau
                                            of Sheyang County and urging the Public Security Bureau of Yancheng City to request the Public
                                            Security Bureau of Sheyang County make a decision on the digital currencies wrongfully seized.

 4) Tell us whether there are any conditions precedent to entering into
                                            the judicial process. If so, explain whether you believe those conditions represent uncertainties
                                            related to the seizure of your cryptocurrencies.

Under the mainland Chinese judicial system, the
prerequisites for entering into the criminal judicial process include: a) the Public Security Bureau of proper jurisdiction having completed
its investigation and collection of evidence and having decided to send the case to the procuratorate, and b) the procuratorate having
made a decision to prosecute the case based on the evidence obtained.

As stated in detail below in bulletin 5 to this
comment, we have discovered and confirmed with the Sheyang County Court that a) Wei Zhu's case has entered into judicial procedures as
of the date of this letter; and b) our wrongfully seized digital assets were classified by the Sheyang County Public Security Bureau
under a separate seizure list associated with Jianming Jing (“Jing”), Wei Zhu's wife, and therefore did not enter into the
adjudication with Wei Zhu as of the date hereof.

As of the date hereof, we are facing uncertainties
as to whether the Sheyang County Public Security Bureau will refer Jing’s case together with the cryptocurrencies to the procuratorate
and whether the prosecutor will determine to prosecute Jing. In addition, the Sheyang County Public Security Bureau explained to Deheng
that the Bureau is looking to detain other persons whom the Bureau believes are connected with Wei Zhu’s case and hence the Bureau
is not in a position to determine whether the seizure measures of the Company's cryptocurrencies should be lifted until it detains the
principal suspect with whom Wei Zhu and Jing were suspected of being affiliated with.

 5) A chronology of Wei Zhu incident since March 1, 2023

Since March 1, 2023, Deheng has communicated
with the Sheyang Public Security Bureau and the Sheyang court multiple times on behalf of the Company, and has provided evidence and
raised relevant demands for the restoration of the control of the Company's cryptocurrencies, as follows:

 · From
                                            April 6, 2023 to May 3, 2023, Deheng continued to try to contact the police officer
                                            of Sheyang Public Security Bureau responsible for Wei Zhu's case by phone and left multiple
                                            voice messages to the police officer, but was unable to reach the relevant personnel.

 · On
                                            June 28, 2023, Deheng went to the Sheyang Public Security Bureau to seek on-site communication
                                            with the police officer in charge of Wei Zhu's case but was unable to meet the police officer.

      3

 · On
                                            July 4, 2023, Deheng went to the Sheyang Public Security Bureau and reported through
                                            the on-site public reception window of the Sheyang Public Security Bureau that the police
                                            officers responsible for Wei Zhu's case did not follow the procedures of the public security
                                            system and did not provide written responses to the Company's appeals beyond the statutory
                                            deadline.

 · On
                                            July 5, 2023, Deheng went to the Sheyang Public Security Bureau and reported to the
                                            office of the Sheyang Public Security Bureau that the police officers responsible for Wei
                                            Zhu's case did not comply with procedural regulations and did not provide a written response
                                            to the Company's appeal beyond the statutory deadline.

 · On
                                            August 31, 2023, Deheng had a telephone conversation with the procurator of Sheyang
                                            County Procuratorate responsible for Wei Zhu's case, and the prosecutor informed that the
                                            case of Wei Zhu had been transferred to the Sheyang County court for adjudication, and that
                                            the digital assets seized were not under Wei Zhu's name and are still temporarily detained
                                            by the Sheyang County Public Security Bureau. On the same day, Deheng contacted the judge
                                            of the Sheyang County court in charge of Wei Zhu's case, and the judge communicated to Deheng
                                            that the materials submitted by the Sheyang County Public Security Bureau and the Sheyang
                                            County Procuratorate regarding Wei Zhu's case did not mention the seizure of the digital
                                            assets.

 · On
                                            September 1, 2023, Deheng went to the Sheyang Public Security Bureau, and the office
                                            of the Sheyang Public Security Bureau stated that they would provide feedback to the head
                                            of the Economic Investigation Brigade of the Sheyang Public Security Bureau (the person in
                                            charge of the Wei Zhu case at the Sheyang Public Security Bureau).

 · On
                                            September 4, 2023, Deheng sent written explanatory materials to the Sheyang Court and
                                            the Sheyang Procuratorate, reflecting on the situation wh

United States securities and exchange commission logo
September 22, 2023
Shi Qiu
Chief Executive Officer
Mercurity Fintech Holding Inc.
1330 Avenue of the Americas, Fl 33
New York, NY 10019
Re:Mercurity Fintech Holding Inc.
Form 20-F for the fiscal year ended December 31, 2022
Filed April 25, 2023
File No. 001-36896
Dear Shi Qiu:
            We have reviewed your August 14, 2023 response to our comment letter 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.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
July 17, 2023 letter.
Form 20-F for the year ended December 31, 2022
Item 5. Operating and Financial Review and Prospects
D. Trend Information, page 70
1.We have reviewed your response to prior comment 1. In your response, you state that you
will, together with Dheng, continue to vigorously pursue the Recovery Proceeding,
attempting to regain your cold wallet and the related cryptocurrencies. Please reconcile
this to your statement that if the case enters the judicial procedures, the Company can
submit evidence to the court to plead for restoration of its ownership and control rights
over the cold wallet and cryptocurrencies. In this regard:
•More fully articulate your view that the cryptocurrencies were wrongfully seized and
that control over these cryptocurrencies will be recovered by the Company;
•Clarify what a Recovery Proceeding is and how it relates to what you refer to as

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 September 22, 2023 Page 2
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September 22, 2023
Page 2
entering “judicial procedures;”
•Explain whether the case entering the judicial procedures is the only mechanism
under the law to recover your cryptocurrencies or if there are other means of
recovery;
•Tell us whether there are any conditions precedent to entering into the judicial
process. If so, explain whether you believe those conditions represent uncertainties
related to the seizure of your cryptocurrencies; and
•Update for us the chronology of events since March 1, 2023.
Item 15. Controls and Procedures, page 101
2.We note your response to prior comment 2 provides that regarding your digital asset
hardware cold wallet, the password and key of the safe were kept by the former Acting
CFO, Wei Zhu, and your Cashier, respectively, and that you plan to make the new
adjustments provided to your policy once the seizure of your digital assets is lifted.  Please
provide us the following:
•Clarify for us if your Cashier is in the CFO's chain of command;
•If so, tell us how the Cashier being in the same chain of command provides effective
internal controls over financial reporting and reference for us the authoritative
guidance you rely upon to support your conclusion; and
•Please tell us if your digital asset policy is currently in compliance with your new
standards, and if not, clarify what remediation remains pending.
Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections, page 104
3.We note your proposed statement that you reviewed your register of members and
Schedules 13G filed by holders of your ordinary shares 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).
4.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.
5.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. In this regard, we note that your list of subsidiaries in Exhibit 8.1 appears to

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 September 22, 2023 Page 3
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Mercurity Fintech Holding Inc.
September 22, 2023
Page 3
indicate that you have subsidiaries in Hong Kong and countries outside China.
•With respect to (b)(2), please revise your proposed disclosure to clarify the
jurisdictions in which your consolidated foreign operating entities are organized or
incorporated and provide 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.
•With respect to (b)(3), please revise your proposed disclosure to provide the required
information for you and all of your consolidated foreign operating entities and
reference the jurisdiction of your auditor, which the PCAOB was unable to inspect or
investigate completely because of a position taken by an authority in the foreign
jurisdiction.
6.With respect to your proposed disclosure pursuant to Item 16I(b)(5), we note that you
have included language that such disclosure is “to the best of our knowledge.” Please
revise your proposed disclosure to 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.
Consolidated Statements of Cash Flows, page F-13
7.We note your response to prior comment 5 and reissue our comment in part.
Please provide us a fulsome response that includes references to the authoritative literature
that supports your accounting for these cash flows within operating activities, instead of
investment activities.  Further, quantify for us the amount of purchases and sales of digital
assets held for each of the years presented. In addition, other than the cryptocurrencies
seized by the government authorities, tell us how long you held each significant
cryptocurrency in each period presented.
Note 3. Summary of Significant Accounting Policies
Revenue Recognition
Cryptocurrency Mining, page F-30
8.We note your response to prior comment 8 and reissue our comment in part.  Please
provide us a fulsome response with a detailed analysis of your cryptocurrency mining
revenue recognition accounting policy that addresses the following:
•Tell us the authoritative literature that supports your accounting, specifically for the
following:oExplain your consideration as to whether the provision of storage capacity to
mine Filecoin is a lease under ASC 842;
oTell us how measuring the cryptocurrencies received at the fair value on the
date received is consistent with the guidance in ASC 606-10-32-21 to value that
consideration at contract inception;
oTell us how the global cryptocurrency information platform "Feixiaohao" can be
your principal market, or in the absence of a principal market, the most
advantageous market under ASC 820-10-35-5 when it appears that it is not a

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market where cryptocurrencies can be bought and sold; and
oTell us what portions of the consideration you are due is variable, how you
made such determination and how you apply the variable consideration
constraint under ASC 606-10-32-11.
•We note that both Cologix service orders filed as Annex 8.2 are signed by both
parties on October 1, 2022, but each references prior service orders which these
replace.  Please confirm the inception date for these Filecoin data center services,
explain the nature of the prior service orders, and provide the prior contracts if
necessary.
•Provide us your contract with the Filescan platform as we were unable to access the
contract terms through the internet link provided in your response. Tell us:oWhether Filescan is a mining pool operator or whether you mine Filecoin
directly on the Filecoin network through Filescan;
oThe mechanics of how a Filecoin is mined on the Filecoin network including
how you provide computer storage to mine Filecoin; and
oWhether you pay any fees to a Filecoin mining pool operator or sharing mining
service provider, and if so, tell us how you account for the fees.
•As the Carpenter Creek/Bitdeer contract was for the six months of October 2021 to
April 2022, and your response indicates the Bitcoin sharing business suffered a large
loss in 2021, please revise to include quantified disclosure of the 2021 Bitcoin loss.
Consultation Services, page F-31
9.We note your response to prior comment 9 and reissue our comment in part.  Please
provide us a fulsome response regarding the customer not being obligated to pay your $3
million "incentive" fee if their initial public offering is not completed that includes the
following:
•Tell us why over time recognition is appropriate under ASC 606-10-25-27 through
25-29 or why the fee you recorded is not considered variable and constrained under
ASC 606-10-32-11; and
•Clarify how you determined that the $80,000 consultation service revenue you
recognized in 2022 represents 50% completion of the consulting agreement.
Technical Services, page F-31
10.We note your response to prior comment 10 and reissue our comment in part.  Please
provide us a fulsome response regarding the following:
•Reference for us the authoritative literature you rely upon to support your accounting
for your software development services and also your other services;
•For contracts with both software development and other services, tell us how you
identify the different performance obligations and how you allocate arrangement
consideration to each performance obligation; and
•Please revise your disclosure to quantify and discuss the nature of your significant
revenue over the periods presented.

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Share-based payments, page F-33
11.We acknowledge your response to prior comment 11.  Please revise your proposed
disclosure to be included in future filings to address the following:
•Revise your disclosure about awards with market conditions to add a sentence that
indicates that compensation cost is not reversed if a performance condition is met but
a market condition is not met. See ASC 718-10-30-14; and
•Revise your disclosure about the estimation of forfeitures to clarify that you have a
policy election as to whether to estimate forfeitures or recognize them when they
occur. In this regard, the fourth paragraph of your proposed disclosure indicates that
ASC 718 requires the estimation of forfeitures. See ASC 718-10-35-3.
Segment Reporting, page F-34
12.We note your response to prior comment 12 that includes ASC 280-10-50-41 geographic
information.  Please revise your disclosure in future filings to provide the following:
•Your revenue and asset information for the same periods that your income statement
and balance sheet are presented. In this regard we note that your revenue information
is not provided for the year ended December 31, 2020;
•The entity wide long-lived asset information required by ASC 280-10-50-41b. In this
regard, we note that you provide only cryptocurrency information and exclude your
property and equipment;
•The major customer information required by ASC 280-10-50-42, including the total
revenue from each customer that provided 10% or more of your revenues for each
period presented.  We note your disclosure on page 5 that the loss of any one of your
customers could have an adverse impact on your revenue; and
•As your Hong Kong subsidiary revenue is material, separately disclose this individual
foreign country, as required by ASC 280-10-50-41(a).
Note 9. Intangible Assets, Net, page F-40
13.We have reviewed your response to prior comment 16. Please provide us an accounting
analysis citing specific authoritative literature that supports your determination to (A) not
derecognize the seized cryptocurrencies you did not control on your balance sheet at
December 31, 2022 and (B) recognize a recovery prior to such recovery occurring.  As
part of your analysis,
•Clarify whether the asset you had at December 31, 2022, was a crypto asset or a right
to recover crypto assets.  If it is a right to recover crypto assets, clarify whether that
right is to recover the quantity of crypto assets seized or alternatively a fiat currency
amount and how such fiat currency amount would be determined;
•Demonstrate how the specific authoritative literature on which you reply supports not
derecognizing the crypto assets you did not control (i.e., those seized by the Public
Security Bureau) at December 31, 2022 because the Recovery Proceeding had not yet
concluded;
•If you believe ASC 450 Contingencies applies, tell us why and how you applied the

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guidance in this circumstance given that the seizure and loss of control has already
occurred. In addition, tell us whether your accounting contemplates the price
volatility of the crypto and explain whether there are circumstances where price
volatility represents an additional loss or contingent gain and the reasons why;
•Explain why the seizure of the Company’s safe and its contents as well as the transfer
of cryptocurrency to a wallet not controlled by the Company is not contradictory
evidence to the Company’s assertion of recovery; and
•Clarify for us whether you recognize impairment of the seized crypto assets you have
not derecognized whenever their carrying value exceeds their fair value and how your
accounting for impairment interfaces with the authoritative literature on which you
relied to not derecognize the seized crypto assets.
14.We acknowledge your response to prior comment 17 and your intent to reconsider the
nature of USD Coins and record them as financial instruments if you are able to regain
control of them. We note that you should have accounted for USD Coins as financial
assets prior to their seizure by the Public Security Bureau. Acknowledging that we still
have questions about the accounting for your seized cryptocurrencies in the preceding
comment, please address the following:
•Tell us how you intend to account for USD Coins as financial assets and reference for
us the authoritative literature you rely upon to support your accounting. Clarify in
your response whether you will elect any optional accounting;
•Tell us how you intend to present the USD Coin financial asset prior to its seizure on
your December 31, 2021 balance sheet; and
•Tell us how you intend to correct the error in your accounting for USD Coins as an
indefinite-lived intangible asset prior to its seizure.

CORRESP
1
filename1.htm

August 14, 2023

Securities and Exchange Commission

Division of Corporate Finance

Office of Crypto Assets

100 F Street, NE

Washington, D.C. 20549

Attn: Ms. Bonnie Baynes, Mr. Mark Brunhofer, Mr.
Tyler Howes and Ms. Jennifer Gowetski

Re: Mercurity Fintech Holding
Inc.

Form 20-F for the fiscal
year ended December 31, 2022

Filed April 25, 2023

File No. 001-36896

Dear Ms. Bonnie Baynes, Mr. Mark Brunhofer, Mr.
Tyler Howes and Ms. Jennifer Gowetski:

Please find below our responses
to the questions raised by the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
in its letter of comments dated July 17, 2023 (the “Comment Letter”) relating to the annual report on Form 10-K for
the year ended December 31, 2022, which was filed with the Commission by Mercurity Fintech Holding Inc. (the “Company”
or “we”) on April 25, 2023.

The Company’s responses
are numbered to correspond to the Staff’s comments. For your convenience, each of the Staff’s comments contained in the Comment
Letter has been restated.

Form 20-F for the fiscal year ended December
31, 2023

Item 5. Operating and Financial Review and
Prospects

D. Trend Information, page 70

    1.
    Please provide us proposed revised disclosure for page 70 to be
    included in future filings (including any potential amendment of this Form 20-F) to disclose the uncertainty and related impact to the
    company, including quantification, of the pending legal proceedings of intangible assets stored in out-of-control cold wallets, also referred
    to as the recovery proceeding, on pages F-3, F-42 and F-55. Also provide proposed revised disclosure for your related disclosure on page
    84 under "Legal Proceedings".

Response: The Company submits as follows its proposed revised
disclosure to be included in future filings.

“D. Trend Information (revised)

In late February 2022, the former acting Chief Financial
Officer Wei Zhu, who was also the Company’s former Co-Chief Executive Officer, and a former member and Co-Chairperson of the Board,
was taken away from the Company's office in Shenzhen, China for personal reasons to cooperate with the investigation conducted by Sheyang
County Public Security Bureau, Yancheng City, Jiangsu Province, People’s Republic of China. At the same time, Sheyang County Public
Security Bureau forcibly took away the safe belonged to the Company that stored the digital asset hardware cold wallet, and forcibly opened
the safe by destroying the lock thereto and seized the digital asset hardware cold wallet and all cryptocurrencies stored therein.

The book value of the Bitcoins and USD Coins stored in the
out-of-control wallet was $3,944,808 on December 31, 2022, and we verified that Bitcoins and USD Coins with a book value of $3,469,762
as of December 31, 2022 stored in the out-of-control wallet had been transferred to another unknown wallet.

The Company’s PRC law firm Deheng Law Office (“Deheng”)
has been representing the Company in our efforts to recover the wrongfully seized cold wallet and cryptocurrencies from the PRC’s
Public Security Bureau. On November 21, 2022, Deheng submitted the complaint and evidentiary materials to the Public Security Bureau according
to the Criminal Procedure Law and the Provisions on Procedures of Handling Criminal Cases by Public Security Organs (the “PRC Criminal
Law”). As of December 31, 2022, we and Deheng had not received any definitive response from the Public Security Bureau.

On behalf of the Company, Deheng went to Sheyang Public
Security Bureau several times to communicate with the police officer in charge of Wei Zhu's case, and Deheng learned that Sheyang Public
Security Bureau suspected that the cryptocurrencies belonged to the Company was related to Wei Zhu's case without any evidence and because
Wei Zhu's case is still in the stage of investigation, they insisted on continuing to implement temporary measures to retain the seized
assets.

According to the legal opinion issued by Deheng Law Firm,
the ownership of the cryptocurrencies seized by Sheyang Public Security Bureau is clear and can be verified as belonging to the Company,
and the seizure of the Company's cryptocurrencies by Sheyang Public Security Bureau is improper. If Sheyang Public Security Bureau does
not release the Company's seized cryptocurrencies, they should issue a written decision in accordance with applicable laws and regulations.

We together with Deheng will continue to vigorously
pursue the Recovery Proceeding, attempting to regain our cold wallet and cryptocurrencies contained therein, which we believe were
wrongfully seized and impounded by the Public Security Bureau. If Wei Zhu 's case enters the judicial procedures, the Company can
submit evidence to the court to plead for restoration of the Company's ownership and control rights over the digital asset hardware
cold wallet and the cryptocurrencies therein, because the evidence that these cryptocurrencies belong to the Company is clear, and
the Company is confident that it can recover these cryptocurrencies through legal procedures. However, it is not certain when Wei
Zhu's case will enter into the judicial process, so until then, these cryptocurrencies will still remain detained by Sheyang Public
Security Bureau, and the Company will remain unable to impose practical control over these cryptocurrencies. Taking into account the
special situation of China's public security and judicial system, the Company has not considered directly filing a lawsuit against
Sheyang Public Security Bureau.

From a legal perspective, the Company is of the view that
it is likely that it will be able to recover control over these cryptocurrencies through judicial procedures, and so management has not
recognized losses of these seized cryptocurrencies. However, if the case is not handled by Sheyang Public Security Bureau or subsequent
judicial proceedings in the manner we anticipate, the Company may also incur related losses, which we are unable to quantify at the moment.

As of December 31, 2022, the Company's net assets were $16,828,864,
of which cash and cash equivalents accounted for 44% and the Bitcoins and USD Coins out-of-control accounted for 23%. In the unlikely
scenario where the Company is unable to recover the out-of-control assets, the Company believes that such loss will not materially affect
the Company's future business development and daily operations.

Other than as described above and elsewhere in this annual
report, we are not aware of any trends, uncertainties, demands, commitments or events that are reasonably likely to have a material adverse
effect on our revenue, income from continuing operations, profitability, liquidity or capital resources, or that would cause our reported
financial information not necessarily to be indicative of future operating results or financial condition.”

Further, the Company proposes to make a reference to the
above disclosure in future 20-F filings under the section “Legal Proceedings”. This will minimize repetition of the same information,
and is also not misleading as the Company itself is not under investigation by the Sheyang Public Security Bureau.

In addition, the Company proposes to include a
summarized version of the above disclosure in the “Report of the Independent Registered Accounting Firm” for future 20-F filings,
and make reference to such disclosure in the relevant notes to the financial statements, being Note 9 (Intangible Assets, Net) and Note
19 (Subsequent Events). This is for the sake of brevity and to increase the readability of the annual report of the Company such that
the same event is not repeated ad verbatim throughout the annual report.

Item 15. Controls and Procedures, page 101

    2.
    We note on page 101 that your management assessed your disclosure controls and procedures (DCP), and your internal controls over financial reporting (ICFR), and concluded that they are effective at December 31, 2022 with no changes in ICFR during 2022. We also note your risk factor disclosures on pages 6, 13 and 14: "Our former officer and director, Wei Zhu, was in control of the Company’s cryptocurrency who had physical control over the Company’s cold wallet. If we do not recover our cold wallet in a timely and cost-efficient manner or at all, the Company may incur a significant loss of the cryptocurrencies. The book value on December 31, 2022 of the Bitcoins and USD Coins stored in the out-of-control wallets was $4,433,817." We further note your risk factor on page 9: "Wei Zhu, your former acting Chief Financial Officer, former Co-Chief Executive Officer, and a former member and Co-Chairperson of the Board, and Minghao Li, a former member of the Board, were suspected of certain criminal offenses." Given that during 2022, certain officers of your company that were in sole control and seemingly physical custody of over almost all your digital assets at December 31, 2022, which represent over 20% of your total assets, were criminally charged and those assets seized, please tell us how you had effective ICFR and DCP if a single person had control over a significant portion of your assets. In your response tell us your consideration of segregation of duties and access to/control of company assets in your ICFR system.

Response: The Company
respectfully submits that at the same time of the Wei Zhu incident, its digital asset hardware cold wallet had been stored in the
safe in the finance room of the Company’s office in Shenzhen, China, and the password and key of the safe were respectively
kept by the former Acting CFO Wei Zhu and our Cashier, while the payment key of the hardware cold wallet was kept by Wei Zhu.
According to the prevailing policy at that time, the use of the Company's cryptocurrencies should first pass the approval process,
following which the former CFO Wei Zhu and the Cashier should jointly open the safe according to the approval record, after which
the former CFO Wei Zhu can operate the hardware cold wallet to use the Company's cryptocurrencies for payment.

However, the incident that caused the Company to lose control
of its cryptocurrency hardware cold wallet was an unusual and unexpected incident, because during the relevant time, Wei Zhu was taken
from the Company's office in Shenzhen, China to cooperate with the investigation unrelated to the Company by Sheyang County Public Security
Bureau in late February 2022, and at that time the Sheyang County Public Security Bureau seized the Company’s safe and forcibly
opened the safe. A few days later, the Company received the destroyed safe, but the cryptocurrency hardware cold wallet stored inside
the safe remained seized by the Sheyang Public Security Bureau, which did not provide any explanation for doing so. At present, because
Wei Zhu’s case has not yet entered the judicial process, and the Company and Deheng Law Office are still in continuous negotiation
with the Sheyang Public Security Bureau. Once Wei Zhu’s case enters the judicial process, the Company is of the view that it is
likely to recover control of the seized cryptocurrency through the judicial process.

We believe that our previous internal controls on assets
management were effective, but the loss of control of physical assets brought about by the above unexpected events also alerts us to possible
deficiencies and room for improvement.

After the Wei Zhu incident, the Company's management team
has also undergone great changes, and the new management team of the Company has further strengthened the management measures of the Company's
assets, which mainly include the following aspects:

· All assets stored in platform accounts, including bank accounts, securities accounts, cryptocurrency
platform accounts, etc., shall have at least two authorized managers, and personnel who undertake independent work functions shall serve
as authorized managers, and the use of any assets shall first pass the Company's financial approval process, then at least two authorized
managers must simultaneously authorize the operation to complete the use or payment of assets.

· The Company's new digital asset hardware cold wallet should have the function of multi-person authorization
management. The use of digital assets must first pass the Company's financial approval process, and then at least two authorized managers
must simultaneously authorize operations to complete the use or payment of digital assets.

· The Company's digital assets will be primarily housed in the U.S. office and jointly managed by authorized
administrators (permanent U.S. residents) of our U.S. subsidiary. For the digital assets seized by the Sheyang Public Security Bureau,
once the seizure is lifted, we will make adjustments in accordance with this standard as soon as possible.

· Considering the huge fluctuations that have occurred in the cryptocurrency market in the past two years, the Company plans to reduce the proportion of digital assets held in the future. In addition, once the Sheyang Public Security Bureau lifts the seizure on our digital assets, the Company will convert some of those digital assets into U.S. dollars in a timely manner to keep a low percentage of the cryptocurrency held by the Company.

Item 16F. Change in Registrant's Certifying Accountant, page 102

    3.
    We note your disclosure on page 103 that you attached the change in auditor letter from your prior auditor, Shanghai Perfect,
    dated April 25, 2023 as Exhibit 15.3, which appears to be filed as Exhibit 15.2. Please amend your filing for the following:

    ·
    Revise the title of the exhibit currently provided as Exhibit 15.2 to be the letter identified as Exhibit 15.3 on page 103 and file
it as that exhibit.

    ·
    Provide the Exhibit 15.2 auditor consent from your prior auditor regarding their report on your December 31, 2021 and 2020 financial
statements included in the filing that are incorporated into your active registration statements on Forms S-8.

    Consider not amending your 2022 Form 20-F until addressing
    all other comments in this letter and those on your registration statement on Form F-1, File No. 333-272274.

Response: The Company respectfully submits that
it will revise the exhibits as instructed upon refiling of the Form 20-F.

Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent
Inspections, page 104

    4.
    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: Please find below the proposed revised disclosure:

Item 16I(a) of Form 20-F:

Certification by the Chief Executive Officer

Pursuant to Item 16I(a) of Form 20-F

I, Shi Qiu, Director and Chief
Executive Officer of Mercurity Fintech Holding Inc. (the “Company”), certify that to my knowledge following due inquiry:

    (1)
    As of the date hereof, the directors and officers of the Company consist of: Shi Qiu, Lynn Alan Curtis, Daniel Kelly Kennedy, Zheng Cui, Qian Sun, Hui Cheng

United States securities and exchange commission logo
July 17, 2023
Shi Qiu
Chief Executive Officer
Mercurity Fintech Holding Inc.
1330 Avenue of the Americas, Fl 33
New York, NY 10019
Re:Mercurity Fintech Holding Inc.
Form 20-F for the fiscal year ended December 31, 2022
Filed April 25, 2023
File No. 001-36896
Dear Shi Qiu:
            We have limited our review of your filing to the financial statements and related
disclosures 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.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 20-F for the fiscal year ended December 31, 2023
Item 5. Operating and Financial Review and Prospects
D. Trend Information, page 70
1.Please provide us proposed revised disclosure for page 70 to be included in future filings
(including any potential amendment of this Form 20-F) to disclose the uncertainty and
related impact to the company, including quantification, of the pending legal proceedings
of intangible assets stored in out-of-control cold wallets, also referred to as the recovery
proceeding, on pages F-3, F-42 and F-55.  Also provide proposed revised disclosure for
your related disclosure on page 84 under "Legal Proceedings".
Item 15. Controls and Procedures, page 101
2.We note on page 101 that your management assessed your disclosure controls and
procedures (DCP), and your internal controls over financial reporting (ICFR), and
concluded that they are effective at December 31, 2022 with no changes in ICFR during

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July 17, 2023
Page 2
2022.  We also note your risk factor disclosures on pages 6, 13 and 14: "Our former
officer and director, Wei Zhu, was in control of the Company’s cryptocurrency who had
physical control over the Company’s cold wallet. If we do not recover our cold wallet in a
timely and cost-efficient manner or at all, the Company may incur a significant loss of the
cryptocurrencies. The book value on December 31, 2022 of the Bitcoins and USD Coins
stored in the out-of-control wallets was $4,433,817."  We further note your risk factor on
page 9: "Wei Zhu, your former acting Chief Financial Officer, former Co-Chief Executive
Officer, and a former member and Co-Chairperson of the Board, and Minghao Li, a
former member of the Board, were suspected of certain criminal offenses."  Given that
during 2022, certain officers of your company that were in sole control and seemingly
physical custody of over almost all your digital assets at December 31, 2022, which
represent over 20% of your total assets, were criminally charged and those assets seized,
please tell us how you had effective ICFR and DCP if a single person had control over a
significant portion of your assets. In your response tell us your consideration of
segregation of duties and access to/control of company assets in your ICFR system.
Item 16F. Change in Registrant's Certifying Accountant, page 102
3.We note your disclosure on page 103 that you attached the change in auditor letter from
your prior auditor, Shanghai Perfect, dated April 25, 2023 as Exhibit 15.3, which appears
to be filed as Exhibit 15.2.  Please amend your filing for the following:
•Revise the title of the exhibit currently provided as Exhibit 15.2 to be the letter
identified as Exhibit 15.3 on page 103 and file it as that exhibit.
•Provide the Exhibit 15.2 auditor consent from your prior auditor regarding their
report on your December 31, 2021 and 2020 financial statements included in the
filing that are incorporated into your active registration statements on Forms S-8.

Consider not amending your 2022 Form 20-F until addressing all other comments in this
letter and those on your registration statement on Form F-1, File No. 333-272274.
Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections, page 104
4.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-

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July 17, 2023
Page 3
hfcaa-040623.

Consolidated Statements of Cash Flows, page F-13
5.We note your disclosure on page F-20 that you decided to restate your cryptocurrency
cash flows from investing activities to operating activities based on your current and
future business structure.  Please provide us your accounting analysis, with references to
the authoritative literature, supporting your conclusion that this activity is properly
classified within cash flows from operating activities, instead of cash flows from investing
activities.  Ensure that each of your three revenue streams are discussed separately.
6.Please provide us proposed revised disclosure to be provided in future filings that
discloses your non-cash investing and financing activities as required by ASC 230-10-50-
3. Otherwise, tell us where you have made these disclosures. In this regard, we note, for
example, your equity issuances in 2021 for bitcoin and USD Coins as disclosed on page
F-47 and your equity issuance in 2022 for the acquisition of equipment as disclosed on
page F-48.
Note 3. Significant Accounting Policies
Intangible Assets, page F-29
7.We note your accounting policy for intangible assets on pages F-29 and 57 and
your disclosures that you restated to correct your prior year and current impairment
calculation for cryptocurrencies.  Please address the following:
•Revise your disclosure in future filings to clearly indicate that you classify your
cryptocurrencies as indefinite-lived intangible assets and that you carry them at cost
less impairment, not merely at cost.
•Confirm our understanding that, after your restatements as disclosed in Note 2, all
periods presented in your filing reflect cryptocurrency impairment based on the
lowest intraday price each day.
Revenue Recognition
Cryptocurrency Mining, page F-30
8.You disclose that you executed contracts with mining pool operators and with sharing
mining service to provide computing power or storage capacity to the mining pool. Please
provide us a detailed analysis, referencing the authoritative literature you rely upon, to
support your cryptocurrency mining revenue policy. In your response, specifically address
the following:
•Provide us with copies of the executed contracts with each mining pool operator and
sharing mining service.
•Tell us the method used under each contact to determine your share of pool rewards
and transaction fees for mining pools and sharing mining services.
•Tell us how you determine contract inception and contract duration for each contract.

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•Tell us how you determined that the provision of computing power or storage
capacity are the only performance obligations identified under each contract. Explain
how you provide computing power and storage capacity and how the mining pool
operator or sharing mining service provider uses that power or storage capacity.
Explain your consideration as to whether the provision of storage capacity is a lease
under ASC 842.
•As cryptocurrencies received under your contracts are non-cash consideration, tell us
how measuring the cryptocurrencies received at the fair value on the date received is
consistent with the guidance in ASC 606-10-32-21 to value that consideration at
contract inception.
•Tell us what market(s) you use to value the cryptocurrencies you are entitled to
receive for each individual cryptocurrency. Tell us whether this market is your
principal market, or in the absence of a principal market, the most advantageous
market under ASC 820-10-35-5. If so, tell us how you made the determination(s). If
not, tell us why not.
•Tell us what portions of the consideration you are due is variable, how you made
such determination and how you apply the variable consideration constraint under
ASC 606-10-32-11.
•Tell us how you account for any fees paid to the mining pool operator or sharing
mining service provider.
•Tell us when you are paid under each agreement and how you account for any
receivables denominated in cryptocurrencies.
•Tell us your consideration for your statement that there is no official guidance for the
accounting for digital assets. We observe that the FASB codification is the source of
authoritative generally accepted accounting principles, that there is codification
guidance whose scope applies to your transactions, and that you identify ASC 606 as
the guidance you follow for revenue recognition on page F-30.
•Tell us why the last paragraph of this section discusses your cryptocurrency mining
revenue in 2022 but does not address such revenue in 2021.
Consultation services, page F-31
9.We note your use of a percentage-of-completion method to record revenue under your
consulting agreements. We also note that your revenue recorded in 2022 relates to an
agreement to facilitate your customers' initial public offering. Please tell us the payment
terms of your agreement. Specifically tell us whether the customer is obligated to pay your
entire fee if the initial public offering is not completed for any reason. If not, tell us why
over time recognition is appropriate under ASC 606-10-25-27 through 25-29 or why your
fee is not considered variable and constrained under ASC 606-10-32-11.

 FirstName LastNameShi Qiu
 Comapany NameMercurity Fintech Holding Inc.
 July 17, 2023 Page 5
 FirstName LastNameShi Qiu
Mercurity Fintech Holding Inc.
July 17, 2023
Page 5
Technical services, page F-31
10.Provide us your analysis supporting your revenue recognition policy for technical
services. Differentiate between software development and other services. Reference for us
the authoritative literature you rely upon to support your policy. In your response, tell us
why the last paragraph of this section indicates that you had no technical services
revenues in 2022 but does not address such revenue in 2021 and 2020.
Share-based payments, page F-33
11.Please provide us proposed revised disclosure to be included in future filings that clarifies
how you recognize compensation for awards with market conditions. In this regard, we
note your statement that the market conditions are included in the determination of
estimated grant-date fair value but you do not indicate what compensation is recorded
whether or not the market condition is achieved.
Segment Reporting, page F-34
12.We note your disclosure of having only one reportable segment. Please provide us the
following:
•Tell us your consideration for expanding your one reportable segment given your
new business strategy and entry in the cryptocurrency mining industry.
•Provide us the entity wide revenue and asset information required by ASC 280-10-
50-40 through 50-42.
Recent Accounting Pronouncements, page F-35
13.We note your disclosure on page F-35 that you will take advantage of the extended
transition period in complying with new or revised financial accounting standards due to
your qualification as an emerging growth company ("EGC").  Please provide the
following information:
•Tell us your current filer status to clarify your disclosures on page F-35 and on page
31 that you ceased to be an EGC on December 31, 2020.
•Provide us any changes necessary to your recent accounting pronouncements
disclosures if you no longer are eligible to use the extended transition period.
•Please revise, if necessary, the cover page of your form F-1 filed May 30, 2023,
which indicates that you are an EGC.
14.Please provide us with a comprehensive accounting analysis addressing the impact of
Staff Accounting Bulletin (“SAB”) No. 121 on your financial statements. Ensure your
analysis addresses the applicability of the SAB to your business, your conclusion on
treatment, how the impacted items are reflected in the financial statements and identify the
specific line items including quantification of the amounts of the impact.  In your
response, clarify whether you hold, or engage other parties to hold on your behalf, any
cryptocurrency assets for any customers, third parties, related parties or entities that are
not included in the consolidated financial statements.

 FirstName LastNameShi Qiu
 Comapany NameMercurity Fintech Holding Inc.
 July 17, 2023 Page 6
 FirstName LastNameShi Qiu
Mercurity Fintech Holding Inc.
July 17, 2023
Page 6
Note 4. Concentration of Risk
Foreign currency exchange rate risk, page F-38
15.Please tell us what you mean by the impact of foreign currency exchange is "not obvious"
as indicated in the last sentence on page F-38.
Note 9. Intangible Assets, Net, page F-40
16.Please provide us the following to consistently quantify and describe your cryptocurrency
stored in your out-of-control cold wallets:
•Provide a reconciliation of the book value on December 31, 2022 of bitcoin and USD
Coins stored in your out-of-control wallet of $4,433,817 (page 13/14) with the book
value of digital assets wrongfully seized and impounded as of December 31, 2022 of
$3,944,808 (pages F-5 and F-42).
•Tell us why only $3,469,762 of $3,944,808 of book value of bitcoin and USD Coin at
December 31, 2022 was verified as transferred to other unknown wallets.  Include
why these wallets are unknown, who has custody and control of them, and their
nature, if known. Tell us how these cryptocurrencies could have been transferred to
other wallets if they were stored in hardware cold wallets seized by the police.
•Tell us why it is appropriate to record bitcoin and USD Coin that you apparently did
not control on your balance sheet at December 31, 2022. To the extent that you can
demonstrate that you controlled these assets at December 31, 2022, tell us why you
have not impaired these assets or disclose them as being impaired upon seizure after
the balance sheet date under ASC 855-10.
•Confirm for us that the only cryptocurrencies on your December 31, 2022 balance
sheet not seized relate to your Filecoin holdings. Tell us any known risks to these
remaining digital assets, and who has custody and control of them.
17.Tell us your consideration for accounting for USD Coin as a financial instrument as
defined in ASC 825-10-20.
18.We note your breakout of intangible assets by type on page F-40 and your intangible asset
movements on page F-41 for 2022 and 2021. Please provide us proposed revised
disclosure to be included in future filings that addresses the following:
•Revise the table on page F-40 to show the then-current

Mail Stop 4561

September 11, 2017

Frank Zhigang Zhao
Chief Financial Officer
JMU Limited
North Guoquan Road 1688 Long
No. 75, Building A8, 6F
Yangpu District, Shanghai , People’s Republic of China

Re: JMU Limited
 Form  20-F for the Fiscal Year Ended December 31, 2016
Filed May 26, 2017
File No. 001 -36896

Dear Mr. Zhao :

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,

 /s/  Kathleen Collins

Kathleen Collins
Accounting Branch Chief
Office of Information Technologies
and Services

cc: Via E -mail
Will H. Cai
Skadden, Arps, Slate, Meagher & Flom LLP

CORRESP
1
filename1.htm

JMU Limited

No. 75, Building
A8, 6F, North Guoquan Road 1688 Long

Yangpu District,
Shanghai 200438

People’s
Republic of China

September
7, 2017

VIA EDGAR

Ms. Kathleen
Collins, Accounting Branch Chief

Ms. Rebekah
Lindsey, Staff Accountant

Office
of Information Technologies and Services

Division
of Corporation Finance

U.S. Securities
and Exchange Commission

100 F Street,
NE

Washington,
D.C. 20549

 Re: JMU Limited (the “Company”)

Form
20-F for the Fiscal Year Ended December 31, 2016

Filed
May 26, 2017

  File
                                         No. 001-36896

Dear Ms. Collins
and Ms. Lindsey:

This
letter sets forth the Company’s responses to the comments contained in the letter dated July 11, 2017 from the staff (the
“Staff”) of the U.S. Securities and Exchange Commission regarding the Company’s Form 20-F for the fiscal
year ended December 31, 2016 (the “2016 Form 20-F”). The Staff’s comments are repeated below and are followed
by the Company’s responses thereto.

Item 15.
Controls and Procedures

Evaluation
of Disclosure Controls and Procedures, page 100

1.       We
note that you concluded your disclosure controls and procedures (DCP) were effective while also concluding that your internal control
over financial reporting (ICFR) was not effective due to a material weakness related to the lack of accounting personnel with appropriate
knowledge of U.S. GAAP. Please explain to us how you arrived at different conclusions in light of the existing material weakness.
Your explanation should be comprehensive and address all of the components of the definition of disclosure controls and procedures.
We refer you to Sections II.D and E of SEC Release 33-8238, in which the Commission recognizes that there is substantial overlap
between ICFR and DCPs. For example, DCPs often include those components of ICFR that provide reasonable assurances that transactions
are recorded as necessary to permit preparation of financial statements in accordance with GAAP. Please include in your response
an explanation as to how you determined that the material weaknesses in your ICFR were not one of the components of ICFR that is
also included in disclosure controls and procedures.

    1

In
response to the Staff’s comments, the Company has revised its 2016 Form 20-F and filed an amendment at the same date of this
letter.

*       *       *

    2

If
you have any additional questions or comments regarding this submission, please contact the Company’s U.S. counsel, Will
H. Cai of Skadden, Arps, Slate, Meagher & Flom LLP, at (852) 3740-4891 or email at will.cai@skadden.com or Guohao Zhao, the
audit engagement partner at Ernst & Young Hua Ming LLP, by phone at (86) 021 2228-3173 or via email at fabius.zhao@cn.ey.com.
Ernst & Young Hua Ming LLP. Ernst & Young Hua Ming LLP is the independent registered public accounting firm of the Company.

    Very truly yours,

    /s/Frank Zhigang Zhao

    Frank Zhigang Zhao

    Chief Financial Officer

 cc: Xiaoxia Zhu, Co-chairperson of the Board and Chief Executive Officer of JMU Limited

Will
H. Cai, Esq., Partner, Skadden, Arps, Slate, Meagher & Flom LLP

Guohao
Zhao, Partner, Ernst & Young Hua Ming LLP

    3

CORRESP
1
filename1.htm

JMU Limited

No. 75, Building
A8, 6F, North Guoquan Road 1688 Long

Yangpu District,
Shanghai 200438

People’s
Republic of China

August 29,
2017

VIA EDGAR

Ms. Kathleen
Collins

Ms. Rebekah
Lindsey

Office
of Information Technologies and Services

Division
of Corporation Finance

U.S. Securities
and Exchange Commission

100 F Street,
NE

Washington,
D.C. 20549

 Re: JMU Limited (the “Company”)

Form
20-F for the Fiscal Year Ended December 31, 2016

Filed
May 26, 2017

   File
                                         No. 001-36896

Dear Ms. Collins
and Ms. Lindsey:

The
Company confirms its receipt of the comments contained in the letter dated July 11, 2017 from the staff (the “Staff”)
of the U.S. Securities and Exchange Commission regarding the Company’s Form 20-F for the fiscal year ended December 31, 2016
as well as the receipt of the Staff’s reminder dated August 25, 2017. The Company respectfully advises the Staff that the
it will provide the response to the Staff’s comments by September 7, 2017.

*       *       *

      1

If
you have any additional questions or comments regarding this submission, please contact the Company’s U.S. counsel, Will
H. Cai of Skadden, Arps, Slate, Meagher & Flom LLP, at (852) 3740-4891 or email at will.cai@skadden.com or Guohao Zhao, the
audit engagement partner at Ernst & Young Hua Ming LLP, by phone at (86) 021 2228-3173 or via email at fabius.zhao@cn.ey.com.
Ernst & Young Hua Ming LLP. Ernst & Young Hua Ming LLP is the independent registered public accounting firm of the Company.

    Very truly
    yours,

    /s/
    Frank Zhigang Zhao

    Frank Zhigang Zhao

    Chief Financial Officer

 cc: Xiaoxia Zhu, Co-chairperson of the Board and Chief Executive Officer of JMU Limited

Will
H. Cai, Esq., Partner, Skadden, Arps, Slate, Meagher & Flom LLP

Guohao
Zhao, Partner, Ernst & Young Hua Ming LLP

      2

Mail Stop 4561

August 25, 2017

Frank Zhigang Zhao
Chief Financial Officer
JMU Limited
North Guoquan Road 1688 Long
No. 75, Building A8, 6F
Yangpu District, Shanghai , People’s Republic of China

Re: JMU Limited
 Form  20-F for the Fiscal Year Ended December 31, 2016
Filed May 26, 2017
File No. 001 -36896

Dear Mr. Zhao :

 We issued comments to you on the above captioned filing  on July 11, 2017 .  As of the
date of this letter, these comments remain outstanding and unresolved.  We expect you to
provide a complete, substantive response to these comments by  September 7, 2017 .

 If you do not respond, we will, consistent with our obligations under the federal securities
laws, decide how we will seek to resolve material outstanding comments and complete our
review of your filing and your disclosure.  Among other things, we may decide to release
publicly, through the agency’s EDGAR system, all correspondence, including this let ter, relating
to the review of your filing, consistent with the staff’s decision to publicly release comment and
response letters relating to disclosure filings it has reviewed.

Please contact  Rebekah Lindsey, Staff Accountant at 202 -551-3303  if you hav e any
questions.

Sincerely,

 /s/ Kathleen Collins

Kathleen Collins
Accounting Branch Chief
Office of Information Technologies
and Services

cc: Will H. Cai, Skadden, Arps, Slate, Meagher & Flom LLP

Mail Stop 4561

July 11, 2017

Frank Zhigang Zhao
Chief Financial Officer
JMU Limited
North Guoquan Road 1688 Long
No. 75, Building A8, 6F
Yangpu District, Shanghai
People’s Republic of China

Re: JMU Limited
 Form  20-F for the Fiscal Year Ended December 31, 2016
Filed May 26, 2017
File No. 001 -36896

Dear Mr. Zhao :

We have limited our review of your filing to the financial statements and related
disclosures 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.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.

After reviewing your response to this comment, we may have additional comments.

Item 15.  Controls and Procedures

Evaluation of Disclosure Controls and Procedures, page 100

1. We note that you concluded your disclosure controls and procedures (DCP) were
effective while also concluding that your internal control over financial reporting (ICFR)
was not effecti ve due to a material weakness related to the lack of accounting personnel
with appropriate knowledge of U.S. GAAP.  Please explain to us how you arrived at
different conclusions in light of the existing material weakness.  Your explanation should
be compre hensive and address all of the components of the definition of disclosure
controls and procedures .  We refer you to Sections II.D and E of SEC Release 33 -8238,
in which the Commission recognizes that there is substantial overlap between ICFR  and
DCPs . For example, DCPs often include those components of ICFR that provide

Frank Zhigang Zhao
JMU Limited
July 11, 2017
Page 2

 reasonable assurances that transactions are recorded as necessary to permit preparation of
financial statements in accordance with GAAP.  Please include in your response an
explanation as to how you determined that the material weaknesses in your ICFR were
not one of the components of ICFR that is also included in discl osure controls and
procedures.

We remind you that the company and its manageme nt are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

You may contact Rebekah Lindsey, Staff Accountant at (202) 551 -3303  if you have
questions regarding co mments on the financial statements and related matters.  Please contact me
at (202) 551 -3499  with any other questions.

Sincerely,

 /s/  Kathleen Collins

Kathleen Collins
Accounting Branch Chief
Office of Information Technologies
and Services

March 30 , 2015

Maodong Xu, CEO
Wowo Limited
Third Floor, Chuangxin Building
No. 18 Xinxi Road, Haidian District, Beijing
People's Republic of China

Re: Wowo Limited
Amendment No. 4  to Registration Statement on Form F -1
Filed March 30 , 2015
File No. 333 -201413

Dear Mr. Xu:

We have reviewed your registration statement and have the following comments.
References to prior comments are to those in our letter dated March 18 , 2015.

General

1. We note your response to prior comment 2.  Please clarify in your response letter if
potential investors will open and fund trading accounts with Axiom Capital Management
or directly with National Financial Services LLC.

Risk Factors

Risks Related to Our Corporate Structure and Dependence on our Contractual Arrangements
with our Affiliates

If the PRC government finds that the agreements that establish the structure for operating our
businesses in China…, page 34

2. We continue  to review your response  to prior comment 4.  We may have further
comment.

Underwriting, page 192

3. Please confirm that Axiom Capital Management is committed to take and pay for all of
the ADSs being offered or, if not, advise us of the amount that it is committe d to
purchase.   Please tell us how Axiom Capital Management plans to comply with its net
capital obligations under Exchange Act Rule 15c3 -1 in light of this purchase obligation.

Maodong Xu
Wowo Limited
March 30 , 2015
Page 2

Exhibits

4. We note that you have  removed Exhibit 99.2, which was to contain the opinion of  the
B & D Law Firm regarding certain PRC legal matters , from the exhibit index .  Please file
as an exhibit to your registration statement a copy of your PRC counsel’s opinion, as well
as counsel’s written consent to being named in the prospe ctus and to your references to
the opinion in the prospectus.

You may contact  Rebekah Lindsey , Staff Accountant, at (202) 551 -3303 or Patrick
Gilmore, Accounting Branch Chief, at (202) 551 -3406 if you have questions regarding
comments on the financial sta tements and related matters.  Please contact Matthew Crispino,
Staff Attorney, at (202) 551 -3456 or me at (202) 551 -3730 with any other questions.

        Sincerely,

        /s/ Barbara C. Jacobs

       Barbara C. Jacobs
       Assistant Director

cc: Julian Lin, Esq.
Jones Day

CORRESP
1
filename1.htm

RESIDENT PARTNERS:

PEGGY P. Y. CHEUNG

PHILLIP GEORGIOU

ASHLEY HOWLETT

JOELLE S. L. LAU

ANITA P.   F. LEUNG

CHIANG   LING LI

GRAHAM LIM

BENJAMIN   MCQUHAE

SCOTT D.   PETERMAN

CHRISTOPHER SWIFT

MICHELLE TAYLOR

ROBERT THOMSON

REGISTERED FOREIGN LAWYERS:

MICHAEL ARRUDA (California,   USA)

HAIFENG HUANG (New York, USA)

CHRISTINE KIM (New York, USA)

JULIAN LIN (California, USA)

MARIA PEDERSEN (New York and   District of Columbia, USA)

NON-RESIDENT PARTNER:

SEBASTIEN EVRARD

JONES DAY

眾達國際法律事務所

SOLICITORS AND INTERNATIONAL LAWYERS

TELEPHONE: (852) 2526-6895

31ST FLOOR, EDINBURGH TOWER, THE LANDMARK

FACSIMILE : (852) 2868-5871

15 QUEEN’S ROAD CENTRAL, HONG KONG

香港皇后大道中十五號置地廣場公爵大廈三十一樓

March 31, 2015

Ms. Barbara C. Jacobs, Assistant Director

Ms. Rebekah Lindsey

Mr. Patrick Gilmore

Mr. Matthew Crispino

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

U.S.A.

Re:                             Wowo Limited

Amendment No. 5 to Registration Statement on Form F-1

Filed March 31, 2015

File No. 333-201413

Dear Ms. Jacobs, Ms. Lindsey, Mr. Gilmore and Mr. Crispino:

Wowo Limited (the “Company”) has requested us to respond to the Staff’s comments as set forth below. The numbered paragraphs below correspond to the numbered paragraphs in the Staff’s comment letter, which have been retyped herein in bold for your ease of reference. The page numbers in our comments refer to pages in Amendment No. 5.

General

1.                                      We note your response to prior comment 2. Please clarify in your response letter if potential investors will open and fund trading accounts with Axiom Capital Management or directly with National Financial Services LLC.

The Company acknowledges the Staff’s comment and can advise that potential investors open trading accounts directly with Axiom Capital Management Inc., which are then held at National Financial Services, LLC on behalf of Axiom Capital Management Inc. This relationship is fully disclosed to potential investors. Pursuant to certain clearing agreement by and between Axiom Capital Management Inc. and National Financial LLC (the “Clearing Agreement”), Axiom Capital Management Inc. acts as a “correspondent” of National Financial Services, LLC, which on behalf of Axiom Capital Management Inc. and its customers, carries and maintains the account, executes and clears transactions, and

ALKHOBAR · AMSTERDAM · ATLANTA · BEIJING · BOSTON · BRUSSELS · CHICAGO · CLEVELAND · COLUMBUS · DALLAS

DUBAI · DÜSSELDORF · FRANKFURT · HONG KONG · HOUSTON · IRVINE · JEDDAH · LONDON · LOS ANGELES

MADRID · MEXICO CITY · MILAN · MOSCOW · MUNICH · NEW YORK · PARIS · PITTSBURGH · RIYADH · SAN DIEGO

SAN FRANCISCO · SAO PAULO · SHANGHAI · SILICON VALLEY · SINGAPORE · SYDNEY · TAIPEI · TOKYO · WASHINGTON

holds investor funds and securities. As a result, while a potential investor opens an account with Axiom Capital Management Inc., the account is funded and carried at National Financial Services, LLC.

Risk Factors

Risks Related to Our Corporate Structure and Dependence on our Contractual Arrangements with our Affiliates

“If the PRC government finds that the agreements that establish the structure for operating our businesses in China do not comply…,” page 34

2.                                      We continue to review your response to prior comment 4. We may have further comment.

The Company respectfully advises the staff that it has made further amendment to this disclosure, please see pages 35-37 of Amendment 5.

Underwriting page 192

3.                                      Please confirm that Axiom Capital Management is committed to take and pay for all of the ADSS being offered or, if not, advise us of the amount that it is committed to purchase. Please tell us how Axiom Capital Management plans to comply with its net capital obligations under Exchange Act Rule 15c3-1 in light of this purchase obligation:

The Company acknowledges the Staff’s comment and can advise that Axiom Capital Management is committed to take and pay for 1,550,000 ADSs being offered in this offering. The balance of the ADSs will be purchased and paid for by the members of an underwriting group. As a result, and in light of Axiom Capital Management’s purchase obligations in this offering, Axiom Capital Management’s capital obligation under Exchange Act Rule 15c3-1 for this purchase is $3,875,000 in the aggregate. Such amount is calculated taking a deduction for Axiom Capital Management’s open contractual commitment for the purchase of the 1,550,000 ADSs of 30% from the market value/purchase price of the ADSs, reduced by the unrealized profit (in this case the underwriting fee) of such commitment. Such amount is calculated as follows:

Number of ADSs committed to purchase:

1,550,000

Market value per share of such commitment (calculated at the mid- point   of the offering range of $9.00 to $11.00):

$

10.00

Market Value of Commitment:

$

15,500,000

Open Contractual Commitment Deduction:

30

%

Amount of open Contractual Commitment Deduction:

$

4,650,000

Charge Reduction (calculated as the fee earned on the ADSs subject to   the Open Contractual Commitment):

$

(775,000

)

Net Capital Requirement on ADS Commitment:

$

3,875,000

Axiom Capital Management plans to comply with its net capital obligations under Rule 15c3-1 through a combination of its existing internal capital of approximately $500,000 and a Temporary Subordinated Loan (“TSL”) in the aggregate amount of $3,500,000.

2

The TSL has been arranged with terms and conditions agreed upon by Axiom Capital Management and the loan provider. Pursuant to FINRA Rule 4110(e)(1), Axiom Capital Management will receive final approval for this TSL prior to its commitment to purchase the 1,550,000 ADSs.

Exhibits

4.                                      We note that you have removed Exhibit 99.2, which was to contain the opinion of the B & D Law Firm regarding certain PRC legal matters, from the exhibit index. Please file as an exhibit to your registration statement a copy of your PRC counsel’s opinion, as well as counsel’s written consent to being named in the prospectus and to your references to the opinion in the prospectus.

The Company respectfully advises the Staff that Exhibit 99.2 have been inserted in Amendment 5.

* * * * *

If you have any questions regarding this submission, you may reach me by telephone at my office in Hong Kong at (852) 3189-7282 or on my cell phone at (852) 6890-1130 or by e-mail at JulianLin@JonesDay.com.

Very truly yours,

/s/ Julian Lin

Julian Lin

(Enclosures)

cc:

Maodong Xu — Chairman, Chief Executive Officer

Frank Zhigang Zhao — Chief Financial Officer

Wowo Limited

Andrew Gilbert

DLA Piper LLP (US)

3

CORRESP
1
filename1.htm

Wowo Limited

Third Floor, Chuangxin Building

No. 18 Xinxi Road, Haidian District, Beijing

People’s Republic of China

March 31, 2015

VIA EDGAR

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

U.S.A.

Attention:

Ms. Barbara Jacobs, Assistant Director

Mr. Matthew Crispino, Staff Attorney

Re:

Wowo Limited

Registration Statement on Form F-1, as   amended (File No. 333-201413)

Registration Statement on Form 8-A   (Registration No. 001-36896)

Ladies and Gentlemen:

Pursuant to Rule 461 of Regulation C (“Rule 461”) promulgated under the Securities Act of 1933, as amended, Wowo Limited (the “Company”) hereby requests that the effectiveness of the above-referenced Registration Statement on Form F-1 (the “F-1 Registration Statement”) be accelerated to, and that the Registration Statement become effective at 4:30 p.m. (Eastern Time), on March 31, 2015, or as soon thereafter as practicable.

The Company also requests that the Registration Statement on Form 8-A under the Securities Exchange Act of 1934, as amended, covering the American depositary shares representing ordinary shares of the Company (the “Registration Statement on Form 8-A,” together with the F-1 Registration Statement, the “Registration Statements”), be declared effective immediately following the F-1 Registration Statement.

If there is any change in the acceleration request set forth above, the Company will promptly notify you of the change, in which case the Company may be making an oral request of acceleration of the effectiveness of the Registration Statements in accordance with Rule 461. Such request may be made by an executive officer of the Company or by any attorney from the Company’s U.S. counsel, Jones Day.

The Company understands that Axiom Capital Management, Inc., on behalf of the prospective underwriters of the offering, have joined in this request in a separate letter to be delivered to you later today.

The Company hereby acknowledges the following:

1.                                      should the Securities and Exchange Commission (the “Commission”) or the staff of the Commission (the “Staff”), acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

2.                                      the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

3.                                      the Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

[Signature page follows]

Very truly yours,

WOWO LIMITED

By:

/s/ Maodong Xu

Name:

Maodong Xu

Title:

Chairman and CEO

cc:

Julian Lin

Jones Day

2

CORRESP
1
filename1.htm

March 31, 2015

VIA FACSIMILE AND EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn:                    Barbara C. Jacobs, Assistant Director

Re:                             Wowo Limited.

Registration Statement on Form F-1

File No. 333-201413

Ladies and Gentlemen:

Pursuant to Rule 461 of the Securities Act of 1933, as amended (the “Act”), Axiom Capital Management, Inc., as representatives of the several underwriters, hereby joins Wowo Limited in requesting that the effective date for the Registration Statement referred to above be accelerated so that it will be declared effective at 4:30 p.m. Eastern Time on Tuesday, March 31, 2015, or as soon thereafter as possible.

Pursuant to Rule 460 under the Act, please be advised that between February 4, 2015 and the date hereof, the undersigned effected the following approximate distribution of copies of the Preliminary Prospectus dated February 4, 2015 (the “Preliminary Prospectus”):

No. of Copies

Institutions

350

Individuals

750

Total

1,100

This is to further advise you that the underwriters have complied with and will continue to comply with Rule 15c2-8 under the Securities Exchange Act of 1934, as amended, in connection with the above-referenced Preliminary Prospectus.

By:   AXIOM CAPITAL MANAGEMENT, INC.

By:

/s/   Michael Jacobs

Name:

Michael   Jacobs

Title:

MD,   Head of Equity

Capital   Markets

[Signature Page to Underwriters’ Acceleration Request]

CORRESP
1
filename1.htm

RESIDENT   PARTNERS:

PEGGY   P. Y. CHEUNG

PHILLIP GEORGIOU

JONES DAY

眾達國際法律事務所

SOLICITORS   AND INTERNATIONAL LAWYERS

31ST FLOOR,   EDINBURGH TOWER, THE LANDMARK

15 QUEEN’S   ROAD CENTRAL, HONG KONG

香港皇后大道中十五號置地廣場公爵大廈三十一樓

ASHLEY   HOWLETT

JOELLE   S. L. LAU

ANITA P. F. LEUNG

TELEPHONE:   (852) 2526-6895

CHIANG LING LI

FACSIMILE   : (852) 2868-5871

GRAHAM   LIM

BENJAMIN MCQUHAE

SCOTT D. PETERMAN

CHRISTOPHER   SWIFT

MICHELLE   TAYLOR

ROBERT   THOMSON

REGISTERED   FOREIGN LAWYERS:

MICHAEL   ARRUDA (California, USA)

HAIFENG   HUANG (New York, USA)

CHRISTINE   KIM (New York, USA)

JULIAN   LIN (California, USA)

MARIA   PEDERSEN (New York and District of Columbia, USA)

NON-RESIDENT   PARTNER:

SEBASTIEN   EVRARD

March 26, 2015

Ms. Barbara C. Jacobs, Assistant Director

Ms. Rebekah Lindsey

Mr. Patrick Gilmore

Mr. Matthew Crispino

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

U.S.A.

Re:                             Wowo Limited

Responses to Comment Letter Received on March 18, 2015

In connection with Registration Statement on Form F-1

File No. 333-201413

Dear Ms. Jacobs, Ms. Lindsey, Mr. Gilmore and Mr. Crispino:

Wowo Limited (the “Company”) has requested us to respond to the Staff’s comments as set forth below. The numbered paragraphs below correspond to the numbered paragraphs in the Staff’s comment letter, which have been retyped herein in bold for your ease of reference. The page numbers in our comments refer to pages in the Registration Statement to be filed as Amendment No. 4, pages of which are attached hereto as Exhibit A.

The Company notes that the discussions contained below may contain forward-looking statements that involve risks and uncertainties, including statements based on our current and past expectations, assumptions, estimates and projections. Our actual results could be materially different from such expectations, assumptions, estimates and projections.

General

1.                                      We note your response to prior comment 2. It appears that investors will be required to fund accounts with the underwriter or syndicate members prior to satisfaction of the offering contingency. In the absence of an escrow arrangement or separate bank account as outlined in Rule 15c2-4, this procedure appears to be inconsistent with the requirements of the rule. Please revise your offering.

ALKHOBAR ·AMSTERDAM·ATLANTA ·BEIJING ·BOSTON ·BRUSSELS ·CHICAGO ·CLEVELAND ·COLUMBUS ·DALLAS

DUBAI· DÜSSELDORF·FRANKFURT ·HONG KONG ·HOUSTON ·IRVINE ·JEDDAH ·LONDON ·LOS ANGELES

MADRID ·MEXICO CITY ·MILAN ·MOSCOW ·MUNICH ·NEW YORK ·PARIS ·PITTSBURGH ·RIYADH ·SAN DIEGO

SAN FRANCISCO ·SAO PAULO ·SHANGHAI ·SILICON VALLEY ·SINGAPORE ·SYDNEY ·TAIPEI ·TOKYO ·WASHINGTON

The Company acknowledges the Staff’s comment and (with the assistance of the managing underwriter) has revised its offering in the Amendment 4 to reflect a firm commitment underwriting. As more fully described in our response to Comment 2 below, investors opening accounts with the underwriter or syndicate members are not required to fund such accounts prior to effectiveness of the Registration Statement.

2.                                      We note that investors participating in the offering who do not have trading accounts with the managing underwriter or syndicate members will be required to set up such accounts. Please provide more details on the requirement to set up such trading accounts, including a discussion as to how the procedure complies with Section 5 of the Securities Act. Refer to Release No. 33-5071 and Question 139.26 of our Securities Act Compliance and Disclosure Interpretations.

The Company acknowledges the Staff’s comment and (with the assistance of the managing underwriter) has revised its offering in Amendment 4 to reflect a firm commitment underwriting. Below the Company provides a summary detailing the requirements to set up trading accounts with the managing underwriter and syndicate members. Because these accounts are not required to be funded until immediately prior to closing of this public offering (after effectiveness of the registration statement) or prior to purchase of another publicly traded security, the Company believes this construct is in compliance with Section 5 of the Securities Act.

·                                          Leading up to pricing and closing, potential investors are approached to determine interest in participating in the offering. If a potential investor indicates an interest in participating in the offering, but does not have an existing account with the managing underwriter, the managing underwriter will initiate its new account opening process (the “New Account Process”), that is used by the managing underwriter and its clearing firm, National Financial Services LLC (“NFS”), to ensure that all newly opened accounts are done so in compliance with applicable SEC and FINRA rules and regulations including, investor suitability and anti-money laundering rules and regulations. This process is undertaken for the opening of all accounts with the managing underwriter.

·                                          The New Account Process includes completion of a “Brokerage Account Application” which elicits information necessary to (i) determine investor suitability for the offering; and (ii) investor compliance with applicable SEC and FINRA rules and regulations.

·                                          The New Account Process also includes completion of an IPO Certification Letter which is used by the managing underwriter to ensure compliance with NASD Rule 2790’s restriction on the purchase and sale of initial equity offerings.

·                                          The information contained in the Brokerage Account Application, which is also submitted to NFS, is used by the managing underwriter (and NFS) to perform due diligence and conduct background checks on the potential investors. Upon completion of the New Account Process and approval by the managing underwriter and NFS, the potential investor is then able to open a new account with the managing underwriter. Such account is:

·                                          non-discretionary and controlled solely by the potential investor.

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·                                          not required to be funded until immediately prior to making a trade.

·                                          If the potential investor wishes to participate in the offering, such potential investor will not be required to fund his account until after effectiveness of the Registration Statement, immediately prior to closing of the offering. The potential investor may wish to pre-fund the account in anticipation of effectiveness of the Registration Statement and pricing, but that is not required by the managing underwriter.

·                                          Following effectiveness of the Registration Statement and pricing, the managing underwriter will allocate the underwriting discount into the selling concession and management fee. In connection with the sale of securities, the total amount of securities to be sold in the offering are allocated (“ticketed”) by the managing underwriter and syndicate members among individual investors on the date immediately following pricing. With respect to the managing underwriter, order tickets are executed and confirmations are generated detailing offering price, securities purchased, amounts due within three (3) days, settlement date and the final prospectus is delivered. Each investor then wires the requisite purchase price out of such investor’s account (if prefunded) or funds the account in order to allow for the wire to the underwriter’s clearing firm, National Financial Services LLC (a registered clearing firm and DTC member (the “Clearing Firm”).

·                                          All sales of the Company’s securities will take place after effectiveness of the Registration Statement in compliance with Section 5 of the Securities Act.

Prospectus Cover Page

3.                                      We note the disclosure on pages 12 and 157 that the company will only effect this offering if the following four conditions are met: (1) the offering is conducted through a best efforts underwriting targeting US$60 million with minimum proceeds of US$40 million, (2) at least 70% of the proceeds in the offering are attributable to new investors, (3) the market value of the company immediately prior to the offering based on the offering price equals or exceeds US$253 million, and (4) the offering is completed prior to March 31, 2015. Please disclose all four conditions on the cover page and in the risk factors and underwriting sections of the prospectus.

The Company hereby notifies the Staff that the Company’s shareholders have passed a new resolution on March 20, 2015, whereby shareholder approval of an initial public offering is conditioned on: (i) the minimum proceeds from the offering equals or exceeds US$40 million, (ii) at least 70% of the proceeds is attributable to new investors, (iii) the market value of the Company immediately prior to the offering based on the offering price (without giving effect to any shares issuable in connection with or as a result of the offering) equals or exceeds US$253 million, and (iv) that the offering must be completed prior to March 31, 2015.

The Company will duly reflect the amended conditions on the cover page, pages 50-51 in the risk factors section and page 192 in the underwriting section of Amendment 4. Please see Exhibit A for copies of these pages.

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Risk Factors

Risks Related to Our Corporate Structure and Dependence on our Contractual Arrangements with our Affiliates

“If the PRC government finds that the agreements that establish the structure for operating our businesses in China do not comply…,” page 33

4.                                      We understand that the Chinese Ministry of Commerce recently released a draft Foreign Investment Law that may significantly change procedures for foreign investment in PRC companies. Please tell us what consideration you have given to revising your risk factor and regulations discussions, as necessary, to address the potential impact of the draft law.

The Company respectfully noted the comment and will make further disclosure on pages 35-36 of Amendment 4. Please see Exhibit A for copies of these pages.

Fair Value of Our Ordinary Shares and Share-Based Compensation, page 88

5.                                      We have reviewed your response to prior comment 9 and have the following additional comments:

We respectfully advise the Staff that, as discussed in our previous responses, we used our best efforts and adopted appropriate valuation methodologies and assumptions in performing our valuations in April 2014 and June 2014. We considered the actual situation of our Company, the market environment and the information available to us as of those dates to determine the fair value of our Company’s enterprise and our ordinary shares as of those dates.

Nevertheless, we realize that despite our best efforts in conducting earlier valuations, there is indeed a significant difference between the offering price of our IPO, which was decided based on a direct interaction with the market, and the valuation results of our ordinary shares made in April 2014 and June 2014. While we are pleased to see that the market is receptive to our IPO and indicated a very positive price for our shares, we understand that there is a gap between the indicative offering price and the fair value of our ordinary shares determined back in April 2014 and June 2014, and this gap seems to be difficult to reconcile without revising the valuations made in April 2014 and June 2014.

We were well aware that the gap represented a substantial increase in the value of our ordinary shares as you correctly pointed out in your last round of comments. However, we would like to clarify one important point that you may be already aware of. Although the value of our ordinary shares did increase by 2,300%, the enterprise value of our Company increased only by 178%. This apparent discrepancy arose primarily from the fact that back in June 2014, the equity value of our Company was primarily allocated to the preferred shares, as compared with the upcoming IPO where the holders of the preferred shares agreed to convert their preferred shares into ordinary shares on a one-to-one basis. One of the major reasons that the fair value of our ordinary shares appeared so low has to do with our unique capital structure. (i) We raised funds through issuance of Series A-1, Series A-2 and Series B preferred shares in 2012 and earlier. The total amount of funds raised was around $67 million. These preferred shares are of a participating nature, in the sense that, upon a liquidation event, the preferred shareholders would get back their initial investment first (i.e. $67 million) and then share in the

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remaining proceeds from liquidation on a pro-rata basis with the ordinary shareholders. Accordingly, under a liquidation scenario, our ordinary shares would have value only if the overall equity value of our Company exceeded $67 million.(ii) We owed $48 million dollars to our Chairman Mr. Xu as of June 2014. As a result, with the fair enterprise value of our Company valued at $115 million dollars, after deducting the debt and investment from preferred shareholders, the equity value left for our ordinary shares was close to zero, in a liquidation scenario. Once the fair enterprise value of our Company passes the $115 million threshold, the common equity value starts to rise. This analysis also explains why at the enterprise value of $115 million, which was the result of our original valuation as of June 2014, the conversion of preferred shares into ordinary shares would help increase the fair value of our ordinary shares dramatically, driving the common equity value increase from almost zero to $67 million..

As a result, we hope it is clear that the conversion of our preferred shares into ordinary shares would have a huge impact on the fair value of our ordinary shares, particularly when the enterprise value of our Company is close to the sum of debt plus preferred shareholders’ investment. Therefore, the probability of the conversion has a significant impact on the value and should be estimated carefully.

Thus, we have reassessed the fair value of our ordinary shares as of April and June 2014 in light of the changes in the following key assumptions: (i) to consider a probability of 50% that the preferred shares would be converted into ordinary shares upon an IPO (whether or not the IPO is a qualified one), (ii) a reduced discount rate of 23% used in DCF analysis to take into account certain positive expectation with respect to the business initiatives that were in planning or development phases then, and take into consideration that the Company started engaging an underwriter to prepare for an IPO in April 2014, and (iii) in order to maintain consistency to the extent possible between the guideline companies used in the preliminary IPO pricing in January 2015 and comparables used in valuation in June 2014, we decided to include Tuniu (only for the June 2014 valuation as Tuniu was only listed in May 2014) and Qunar (for both April and June 2014 valuation) in our list of comparable companies in determining the discount rate, stock price volatilities and revenue multiple comparison.

The specific reasons for making these adjustments will be discussed further below within the responses to each individual bullet point.

And the results of the re-valuations are the following:

(1)                                 As of June 29, 2014, the fair value of the enterprise value of our Company was determined to be $156 mill

March 18 , 2015

Maodong Xu, CEO
Wowo Limited
Third Floor, Chuangxin Building
No. 18 Xinxi Road, Haidian District, Beijing
People's Republic of China

Re: Wowo Limited
Amendment No. 3 to Registration Statement on Form F -1
Filed March 4, 2015
File No. 333 -201413

Dear Mr. Xu:

We have reviewed your registration statement and have the following comments.
References to prior comments are to those in our letter dated February 13, 2015.

General

1. We note your response to prior comment 2 .  It appears that  investors will be required to
fund accounts with the underwriter or syndicate members prior to satisfaction of the
offering contingency.  In the absence of an escrow arrangement  or separate bank account
as outlined in Rule 15c2 -4, this procedure appears to be inconsistent with the
requirements of the rule.  Please revise your o ffering .

2. We note that investor s participating in the offering who do not have trading accounts with
the managing underwriter or syndicate members will be required to set up such  account s.
Please provide more details on the requirement  to set up such trading account s, including
a discussion as to how  the procedure complies with Section 5 of the Securities Act.  Refer
to Release No. 33 -5071 and Question 139.26 of our Securities Act Compliance and
Disclosure Interpretations.

Prospectus Cover Page

3. We note the disclosure on pages 12 and 157 that the company will only effect this
offering if the following fo ur conditions are met: (1)  the offering is  conducted through a
best efforts  underwriting targeting US$60 million with minimu m proceeds of US$40
million, (2 ) at least 70% of the proceeds in the offering are  attributable to new investors,
(3) the market valu e of the company immediately prior to the  offering based on the
offering price equal s or exceed s US$253 million, and (4)  the offering is completed prior

Maodong Xu
Wowo Limited
March 18 , 2015
Page 2

 to March  31, 2015.   Please disclose all four conditions on the cover page and in the risk
factors and u nderwriting sections of the prospectus .

Risk Factors

Risks Related to Our Corporate Structure and Dependence on our Contractual Arrangements
with our Affiliates

“If the PRC government finds that the agreements that establish the structure for operati ng our
businesses in China do not comply…,” page 33

4. We understand that the Chinese Ministry of Commerce recently released a draft Foreign
Investment Law that may significantly change procedures for foreign investment in PRC
companies.   Please tell us what consideration you have given to revising your risk f actor
and regulations discussions, as necessary, to address the potential impact of the draft
law.

Fair Value of Our Ordinary Shares and Share -Based Compensation, page 88

5. We have reviewed your response to prior comment 9 and have the following addition al
comments:
 We note for the valuations as of April 28, 2014 and June 29, 2014 you allocated
equity using the option pricing model.  Please tell us your consideration for
allocating equity using the probability -weighted expected return method and the
reaso ns why this method was not used considering the potential for an IPO was
evident based on your discussions with the underwriter in April 2014.
 We note various new products, upgrades and business initiatives discussed in your
response that occurred subsequ ent to June 2014, none of which appear to have
been included in your June 29, 2014 valuation.  Please provide additional
information as to why these events were not contemplated in that valuation,
particularly considering they appear to have been implement ed with the
expectation they would produce additional revenue and considering you include
the launch of new products and services in the fourth quarter of 2014 and the first
quarter of 2015 to explain the increase in the fair value of your ordinary shares to
the January 2015 valuation .  Also, tell us whether inclusion of these
considerations in your financial forecasts as of June 29, 2014 would have
impacted your valuation of these shares and if not, the reasons why.
 Tell us what your forecasted 2015 reven ue was in your June 29, 2014 valuation as
compared to your current expectations of $65 million.
 You state in your response that the valuation from the underwriters was not set
until January 2015.  Please tell us whether you had any preliminary valuation
discussions with the underwriters earlier than January 2015 if so, tell us the results
of those discussions.
 You state that prior to the second quarter of 2014, you had been a comprehensive
e-commerce platform including both physical goods and service offer ings;

Maodong Xu
Wowo Limited
March 18 , 2015
Page 3

 however, your disclosure on page 84 states that your revenues are primarily
generated from the sales of WoWo coupons and that you act as an agent in the
delivery of the underlying goods and services.  Further, you state that you are not
responsible for the provision of these goods and services.  Considering this, please
provide additional information as to how you determined you had a bus iness
model similar to Amazon, eBay or Dangdang when determining comparable
companies for the June 29, 2014 valuat ion.
 You state that you excluded Tuniu from the June 29, 2014 valuation as they were
newly public and as such, they experienced volatility in initial share price and
multiple.  Please provide additional information as to why this company was
excluded in li ght of the fact that you are in a similar situation and tell us the
impact on the value of your ordinary shares had this company been included in
your valuation as of June 29, 2014.
 Please tell us the comparable companies that were included in the Janu ary 2015
valuation.   Please also tell us how your forecasted revenue multiple of 4.3x
compares to the revenue multiples of the comparable companies used for this
valuation.
 We note that you included Qunar in your January 2015 valuation due to the fact
that you experienced a similar growth rate from second quarter to the third quarter
2014.  Please tell us your forecasted growth rate and tell us whether it is similar to
your comparable companies.  In this regard, although you experienced an increase
in reven ues from the second quarter to the third quarter 2014, your revenues for
the nine months ended September 30, 2014 are less than the same period in 2013.
Similarly, your revenues for the three months ended September 30, 2014 are less
than the same period i n 2013.

 We note in your response you quantify the factors that contributed to the increase
in the fair value of your ordinary shares from April 2014 to January 2015;
however, these factors do not explain the 2300% increase in the fair value of your
ordina ry shares during this time period.  In light of this significant increase, please
tell us your consideration for reassessing the fair value of your ordinary shares as
of April and June 2014 when the IPO price was determined.

Index to Consolidated Financi al Statements, page F -1

6. Please revise your filing to include audited financial statements for the period ended
December 31, 2014.  Refer to Article 3 -12(f) of Regulation S -X.  We will waive this
requirement if you are able to represent adequately to us th at you are  not required to
comply with this requirement in any other jurisdiction outside the United States and that
complying with the requirement is impracticable or involves undue hardship.  To the
extent you make these representations, please file it  as an exhibit to the registration
statement.   If we waive the 12 -month requirement, you must comply with the 15 -month
requirement in this item.   To request a waiver, you may contact the Office of the Chief
Accountant of the Division of Corporation Finance a t (202) 551 -3400 or you may email
your request to dcaoletters@sec.gov .

Maodong Xu
Wowo Limited
March 18 , 2015
Page 4

 Exhibit 1.1

7. Please revise this exhibit to include the form of lock -up agreement.

You may contact  Rebekah Lindsey , Staff Accountant, at (202) 551 -3303 or Patrick
Gilmore, Accounting Branch Chief, at (202) 551 -3406 if you have questions regarding
comments on the financial statements and related matters.  Please contact Matthew Crispino,
Staff Attorney, at (202) 551 -3456 or me at (202) 551 -3730 with any other questions.

        Sincerely,

        /s/ Barbara C. Jacobs

       Barbara C. Jacobs
       Assistant Director

cc: Julian Lin, Esq.
Jones Day

CORRESP
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filename1.htm

RESIDENT PARTNERS:

PEGGY P. Y. CHEUNG

PHILLIP GEORGIOU

ASHLEY HOWLETT

JOELLE S. L. LAU

ANITA P.   F. LEUNG

CHIANG   LING LI

GRAHAM LIM

BENJAMIN   MCQUHAE

CHRISTOPHER   SWIFT

MICHELLE   TAYLOR

ROBERT THOMSON

JONES DAY

眾達國際法律事務所

SOLICITORS AND INTERNATIONAL LAWYERS

31ST FLOOR, EDINBURGH TOWER, THE LANDMARK

15 QUEEN’S ROAD CENTRAL, HONG KONG

香港皇后大道中十五號置地廣場公爵大廈三十一樓

TELEPHONE: (852) 2526-6895

FACSIMILE  : (852) 2868-5871

REGISTERED FOREIGN LAWYERS:

MICHAEL ARRUDA (California,   USA)

JUAN DU (NewYork, USA)

HAIFENG HUANG (New York, USA)

CHRISTINE KIM (New York, USA)

JULIAN LIN (California, USA)

MARIA PEDERSEN (New York and   District of Columbia, USA)

NON-RESIDENT PARTNER:

SEBASTIEN EVRARD

March 4, 2015

Ms. Barbara C. Jacobs, Assistant Director

Ms. Rebekah Lindsey

Mr. Patrick Gilmore

Mr. Matthew Crispino

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

U.S.A.

Re:

Wowo Limited

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

Filed March 4, 2015

File No. 333-201413

Dear Ms. Jacobs, Ms. Lindsey, Mr. Gilmore and Mr. Crispino:

                                                We have reviewed the above-referenced registration statements and have the following comments. The page numbers in our comments refer to pages in Amendment No. 3.

Prospectus Cover Page

1.                                      We noted that you have revised the offering structure such that it is now a best effort, minimum-maximum offering. Please revise the top of the cover page where you state that you are offering 6,000,000 American depositary shares representing 108,000,000 ordinary shares to also disclose the minimum amount of shares that must be sold for the offering to close. Similarly, revise the offering description on page 11 to disclose the minimum-maximum structure of the offering and the minimum number of shares that must be sold.

ALKHOBAR ·AMSTERDAM·ATLANTA ·BEIJING ·BOSTON ·BRUSSELS ·CHICAGO ·CLEVELAND ·COLUMBUS ·DALLAS

DUBAI· DÜSSELDORF·FRANKFURT ·HONG KONG ·HOUSTON ·IRVINE ·JEDDAH ·LONDON ·LOS ANGELES

MADRID ·MEXICO CITY ·MILAN ·MOSCOW ·MUNICH ·NEW YORK ·PARIS ·PITTSBURGH ·RIYADH ·SAN DIEGO

SAN FRANCISCO ·SAO PAULO ·SHANGHAI ·SILICON VALLEY ·SINGAPORE ·SYDNEY ·TAIPEI ·TOKYO ·WASHINGTON

                                                The Company acknowledges the Staff’s comment and has revised its disclosure in Amendment 3 (on the cover page of the prospectus and page 11 of the prospectus) to reflect the minimum — maximum structure, including the minimum number of ADSs/ordinary shares being offered on a best efforts basis.

2.                                      We note that you do not intend to place monies in an escrow account to maintain investor funds. As this is now a minimum-maximum offering, please tell us how you intend to comply with Rules 10b-9 and 15c2-4 of the Exchange Act without appointing an escrow agent. Further, please tell us what procedures are in place to ensure that funds will be promptly returned to investors.

                                             The Company acknowledges the Staff’s comment and has updated its disclosure in Amendment 3 to clarify the offering. Although structured as a best efforts offering, the Company and the underwriter have agreed to certain closing mechanics that are intended to be similar to that of a firm commitment offering and ensure that investor funds are maintained in investors’ control through closing to make sure that trading on NASDAQ will commence immediately following closing or very shortly thereafter. Below please find a summary of the proposed closing mechanics which are intended to comply with Rules 10b-9 and 15c2-4 of the Exchange Act.

·                                          Leading up to pricing and closing, investors in the offering will open or utilize existing trading accounts with either the managing underwriter or syndicate members (registered broker-dealers). Such trading accounts provide that the investor shall have sole control over the account and decisions made with respect thereto.

·                                          Once the underwriter is confident that it has received investor interest in excess of the minimum offering amount, the underwriter and Company will seek acceleration of effectiveness of the Registration Statement.

·                                          Following effectiveness of the Registration Statement and pricing, the underwriter will allocate the underwriting discount into the selling concession and management fee.

·                                          In connection with the sale of securities, the total amount of securities to be sold in the offering are allocated (“ticketed”) by the underwriter and syndicate members among individual customers on the date immediately following pricing:

(i)                                     With respect to the lead underwriter, order tickets are executed and confirmations are generated detailing offering price, securities purchased, and amounts due within three (3) days, settlement date and the final prospectus is delivered. In connection with accounts that do not maintain a cash balance that can be utilized for the purchase of securities in the Offering, each investor then wires the requisite purchase price out of such investor’s account (or funds the account in order to allow for the wire) to the underwriter’s clearing firm, National Financial Services LLC (a registered clearing firm and DTC member (the “Clearing Firm”)), during the next two (2) calendar days.

(ii)                                  With respect to syndicate members, the managing underwriter will send the syndicate allocation instructions with the number of shares allocated to each

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syndicate member, the selling concession, the trade date and the settlement date. The syndicate member then generates order tickets and confirmations to its customers detailing offering price, securities purchased, amounts due within three (3) days, settlement date and the final prospectus is delivered for the specific investors. Each investor then wires the requisite purchase price out of such investor’s account (or funds the account in order to allow for the wire) to the Clearing Firm.

(iii)                               In accordance with the existing Clearing Agreement between the underwriter and the Clearing Firm, all amounts received by the Clearing Firm will be maintained by the Clearing Firm in an independent account dedicated to the Company with the underwriter in charge of such account.

·                                          Leading up to closing, the underwriter will confirm that the minimum offering amount has been raised and, if so, will arrange for closing and will pre-close with all transaction members.

·                                          At closing, the underwriter will authorize the Clearing Firm to release funds out of the account and wire such funds directly to the Company. Upon receipt of such funds, the Company will instruct that its securities are released to the underwriter who will then credit the securities to the accounts of the various investors.

·                                          As disclosed in the Registration Statement, in the event the minimum offering amount is not achieved (or NASDAQ approval is not received) within five (5) days from the date of effectiveness of the Registration Statement, the underwriter and the Company will not authorize closing and, in accordance with the Clearing Agreement, all amounts will be returned from the Clearing Firm to the individual investors and the offering will cease.

3.                                      Disclose on the cover page the date the offering will end. Refer to Item 501(b) (8) (iii) of Regulation S-K.

                                                The Company acknowledges the Staff’s comment and has revised its disclosure in Amendment 3 (on the cover page of the prospectus) to reflect the end date of the offering.

Risk Factors

“We might not be able to adequately protect our intellectual property rights,” page 29

4.                                      We note your disclosure that you have received a cease and desist letter from a PRC law firm in connection with a claim by a third-party that your use of the Chinese characters “WoWo” has infringed upon their trademark. In this regard, we understand that Beijing WoWo Science & Technology Co., Ltd. (“WoWoSci-Tech”) prevailed in a trademark infringement lawsuit brought against you in the People’s Court of Haidian District, Beijing, China. We also understand that on January 13, 2015, the Beijing Administration for Industry and Commerce issued a “Forbidden

3

Command” to Sohu directing it to remove your mobile applications from its app store due to possible trademark infringement. Finally, we understand that other mobile applications stores, including DangLe, Wan Dou Jia and AppChina, have or are in the process of removing your mobile applications due to the claims of trademark infringement. Please address these allegations in your response letter and, as necessary, make appropriate revisions to your prospectus.

The Company respectfully advises the Staff that WoWo Science & Technology Co., Ltd. (“WoWo Sci-Tech”) did not prevail in any trademark or trade name infringement lawsuit brought against the Company neither in the People’s Court of Haidian District, Beijing, China, nor in any other courts to the knowledge of the Company. There was never any judgment issued against the Company in term of trademark infringement.

The Company respectfully advises the Staff that in 2012, it was the Company who was the plaintiff in a lawsuit brought against WoWo Sci-Tech in the People’s Court of Haidian District. The lawsuit claimed that WoWo Sci-Tech purposely used similar words of “WoWo” in its Company name in an act that constitutes unfair competition against the Company. In judgment number 23664 (2012), the People’s Court of Haidian District did not find WoWo Sci-Tech actions constituted unfair competition on the grounds that the two parties’ trade name apply to distinct classes of business operations. The court never ruled that the Company was infringing on WoWo Sci-Tech’s trademark or trade name in any way.

On the “Forbidden Command” that was sent to Sohu, subsequently, the local branch of Beijing Administration for Industry and Commerce (“BAIC”) arranged for the disputing parties to cross-examine the facts, and resulted in BAIC ordering Sohu to once again display the Company’s applications on its platform on February 6, 2015.

On the allegation that other mobile application stores are in the process of removing Company’s applications, the Company respectfully advises the court that this is not the case. The Company’s application is still being displayed on the respective application stores as of the date of this response letter. Please find links to several stores below where the Company’s applications can be seen as ready and available for download.

Sohu: http://app.sohu.com/search?words=%E7%AA%9D%E7%AA%9D%E5%9B%A2

Dang le: http://search.d.cn/list.html?keyword=%E7%AA%9D%E7%AA%9D%E5%9B%A2

App China: http://www.appchina.com/sou/%E7%AA%9D%E7%AA%9D%E5%9B%A2

The Company had been informed in the past by a few third party application stores that they have received letters of allegation from WoWo Sci-Tech. These third party mobile application stores have inquired the Company regarding such allegations. The Company provided proper explanations, and these third party application stores did not removed Company’s applications from their stores. In the event that such allegations continue to persist, the Company is prepared to provide further assurances to any application stores regarding the lack of validity in WoWo Sci-Tech’s allegations, particularly since two

4

parties’ trade names have been ruled to apply to distinct classes, as well as actively seeking to resolve our differences with WoWo Sci-Tech.

Based on the current status of the dispute and our estimation on potential further development in this matter, we do not believe our dispute with WoWo Sci-Tech would result in a material adverse effect to our business.

Capitalization, page 63

5.                                      Your disclosure on page F-34 indicates that the preferred shares automatically convert upon a qualified IPO in which the aggregate proceeds are not less than $100 million. Since you will only raise a maximum of $60 million in this offering, please tell us how you determined it was probable that your preferred shares would convert to common shares for the purposes of the pro forma presentation. Refer to Article 11-01(a)(8) of Regulation S-X. Similar concerns apply to your pro forma presentations throughout the document, such as the pro forma disclosure on page 64 and your Consolidated Balance Sheet as of September 30, 2014 on page F-51.

The Company respectfully advises the Staff that all shareholders of the Company, pursuant to an unanimous written resolution dated February 13, 2015, and further amended on February 20, 2015, have resolved that, among others, an initial public offering of the Company’s ADSs that raises US$40 million shall be deemed a qualified IPO, pursuant to which all preferred shares shall be converted to ordinary shares at a conversion rate of 1 to 1. Please see pages 12 and 157 of Amendment 3 for additional disclosure in this regard.

6.                                      Your disclosure on page 42 indicates that under certain circumstances, you may be required to obtain approval prior to the conversion of certain of your indebtedness to your CEO. Your disclosure on page 99 indicates that if your offering is successful and you sell 100% of your ADSs, your indebtedness to Mr. Xu would be converted into ordinary shares. Please address the following:

·                  Tell us how you considered the requirement to obtain regulatory approval prior to the conversion of certain of your indebtedness to your CEO in determining conversion was probable.

·                  Clarify if Mr. Xu will convert his shares if you sell less than 100% of your ADSs in this offering. If not, tell us how you determined it was probable that these shares would convert to common shares as presented in your 83.3% and 66.7% pro forma scenarios.

Refer to Article 11-01(a)(8) of Regulation S-X. Similar concerns apply to your pro forma presentations throughout the document, such as the pro forma disclosure on page 63 and your Consolidated Balance Sheet as of September 30, 2014 on page F-51.

5

The Company respectfully advises the Staff that all shareholders of the Company, pursuant to an unanimous written resolution dated February 13, 2015, and further amended on February 20, 2015, have approved and resolved that, among others, an initial public offering of the Company’s ADSs that raises US$40 million shall be deemed a qualified IPO and all indebtedness owed to the Company’s chairman and CEO, Mr. Xu, shall be converted to ordinary shares at the IPO price. As a result, the Company viewed the conversion of indebtedness owed to Mr. Xu to ordinary shares issues to him to be probable for which the disclosure of pro forma financial information would be material to the investors.

                                                In terms of PRC regulatory approval, please see pages 41 and 42 of Amendment 3 for a more detailed description of the relevant PRC governmental control of currency conversion. Please also note that both the Company and Mr. Xu will apply for all relevant PRC regulatory approvals with each of the relevant governmental authorities described. Under general circumstances, this is a simple registration procedure. In case that any legal or administrative fines are imposed on the Company, Mr. Xu has also agreed to indemnify the Company for the full a

February 13 , 2015

Via E -mail
Maodong Xu, CEO
Wowo Limited
Third Floor, Chuangxin Building
No. 18 Xinxi Road, Haidian District, Beijing
People's Republic of China

Re: Wowo Limited
Amendment No. 1 to Registration S tatement on Form F -1
Filed January 30, 2015
Amendment No. 2 to Registration Statement on Form F -1
Filed February 4, 2015
File No. 333 -201413

Dear Mr. Xu:

We have reviewed the above -referenced  registration statement s and have the following
comments.  The p age numbers in our  comments refer to pages in Amendment No. 2.

Prospectus Cover Page

1. We note that you have revised the offering structure such that it is now a best efforts,
minimum -maximum offering.  Please revise the top of the cover page where you state
that you are offering 6,000 ,000 American depositary s hares r epresenting 108,000,000
ordinary s hares to also disclose the minimum amount of shares that must be sold  for the
offering to close .  Similarly, revi se the offering description on page 11 to disclose  the
minimum -maximum structure of the offering and the minimum number of shares that
must be sold.

2. We note that you do not intend to place monies in an escrow account to maintain investor
funds.  As this  is now a minimum -maximum offering, p lease tell us how you intend to
comply with Rules 10b -9 and 15c2 -4 of the Exchange Act without appointing an escrow
agent.  Further, please tell us what procedures are in place to ensure that funds will be
promptly retu rned to investors.

3. Disclose on the cover page the date the offering will end.  Refer to Item 501(b)(8)(iii) of
Regulation S -K.

Maodong Xu
Wowo Limited
February 13 , 2015
Page 2

 Risk Factors

“We might not be able to adequately protect our intellectual property rights,” page 29

4. We note your disclos ure that you have received a cease and desist letter from a PRC law
firm in connection with a claim by a third -party that your use of the Chinese characters
“WoWo” has infringed upon their trademark.  In this regard, we understand that Beijing
WoWo Science  & Technology Co., Ltd. (“WoWo Sci -Tech”) prevailed in a trademark
infringement lawsuit brought against you in the People’s Court of Haidian District,
Beijing, C hina.  We also understand  that on January 13, 2015, the Beijing Administration
for Industry and  Commerce issued a “Forbidden Command” to Sohu directing it to
remove your mobile applications from its app store due to possible trademark
infringement .  Finally, we understand  that other mobile applications stores, including
DangLe, Wan Dou Jia and AppCh ina, have or are in the process of removing your mobile
applications due to the claims of trademark infringement.  Please address these
allegations in your response letter and, as necessary, make appropriate revisions to your
prospectus.

Capitalization,  page 63

5. Your disclosure on page F -34 indicates that the preferred shares automatically convert
upon a qualified IPO in which the aggregate proceeds are not less than $100 million.
Since you will only raise a maximum of $60 million in this offering, plea se tell us how
you determined it was probable that your preferred shares would convert to common
shares for the purposes of the pro forma presentation.  Refer to Article 11 -01(a)(8) of
Regulation S -X.  Similar concerns apply to your pro forma presentations  throughout the
document, such as the pro forma disclosure on page 64 and your Consolidated Balance
Sheet as of September 30, 2014 on page F -51.

6. Your disclosure on page 42 indicates that under certain circumstances, you may be
required to obtain approval  prior to the conversion of certain of your indebtedness to your
CEO.  Your disclosure on page 99 indicates that if your offering is successful and you
sell 100% of your ADSs, your indebtedness to Mr. Xu would be converted into ordinary
shares.  Please add ress the following:

 Tell us how you considered the requirement to obtain regulatory approval prior to the
conversion of certain of your indebtedness to your CEO in determining conversion
was probable.
 Clarify if Mr. Xu will convert his shares if you sell less than 100% of your ADSs in
this offering.  If not, tell us how you determined it was probable that these shares
would convert to common shares as presented in your 83.3% and 66.7% pro forma
scenarios.

Maodong Xu
Wowo Limited
February 13 , 2015
Page 3

 Refer to Article 11 -01(a)(8) of Regulation S -X.  Similar concerns apply to your pro
forma presentations throughout the document, such as the pro forma disclosure on page
63 and your Consolidated Balance Sheet as of September 30, 2014 on page F -51.

7. You disclose on page F -34 that the preferred stock conv ersion price adjusts under certain
circumstances, including when you issue additional ordinary shares.  Please tell us how
you considered the fact that the issuance price of the shares underlying the ADSs is less
than 85% of the conversion price of your Se ries A -2 preferred common stock and is less
than the conversion price of your Series B preferred stock when determining how to
reflect their conversion in your pro forma presentation.  Similar concerns apply to your
pro forma presentations throughout the d ocument, such as the pro forma disclosure on
page 63 and your Consolidated Balance Sheet as of September 30, 2014 on page F -51.

Dilution, page 64

8. You disclose that you are giving effect to 108,000,000 ADSs offered in this offering for
$10.00 per ADS.  H owever, this appears to be the underlying shares associated with the
ADSs given your disclosure on page 11.  Please reconcile this apparent inconsistency.

Fair Value of Our Ordinary Shares and Share -Based Compensation, page 88

9. We note that the contempora neous valuations of your common stock disclosed on page
89 are significantly lower than your offering price range of $9.00 to $11.00 per ADS, or
$0.50 to $0.61 per share.  Please address the following:

 Tell us results of the market approach you performed as a sanity check for the income
approach for the valuations as of April 18, 2014 and June 29, 2014.  As part of your
response, please provide us the assumptions used in the market approach, including
the comparable companies and their respective multiples, as well as the multiples
used in the company’s valuation;
 Tell us whether you have made any adjustments to the valuations performed under
the income approach as a result of the valuation determined under the market
approach used as a “sanity check. ”  If so, tell us the nature and amount of those
adjustments and why they were made;
 Tell us the methods and assumptions used to allocate equity for the valuations as of
April 18, 2014 and June 29, 2014 ;
 Tell us whether you have granted any options or stock subsequent to September 30,
2014.  If so, provide us with a detail of those grants and provide the model and
assumptions used to value those shares;
 Discuss in detail the significant factors contributi ng to the difference between the
offering price range and the estimated fair value of your common stock for the equity
issuances on April 18, 2014 and June 29, 2014; and
 Tell us when you first initiated discussions with the underwriters regarding the
offer ing as well as the methods and assumptions they used in determining the
estimated offering price range.

Maodong Xu
Wowo Limited
February 13 , 2015
Page 4

 10. We note the volatility assumption used in determining the fair value of your employee
share options was estimated based on the historical stock price volatility of listed
guideline companies.  Please address the following with respect to the group of guideline
companies used in determining your volatility assumption:

 Tell us the guide line companies and whether the same set of guideline companies
were u sed in the market approach used as a sanity check for the income approach in
determining the fair value of the underlying common stock;
 Tell us the basis for the selection of the guideline companies, including the reasons
you believe they are comparable; a nd
 Describe changes to the set of guideline companies used, if any, and explain the
reasons for such changes.

15. Net Loss per Share, page F -41

11. In your response to comment 13, you confirmed that you excluded the full amount of
share options from your e arnings per share calculations but are disclosing as excluded
only the shares that would have been antidilutive using the treasury stock method.
However, it is unclear why you are using the treasury stock method to determine the
amount of antidilutive opt ions given the guidance in ASC 260 -10-45-17, which prohibits
assumption of the conversion, exercise or contingent issuance of securities that would
have an antidilutive effect.  Therefore, please revise your disclosure to present the full
amount of share o ptions as excluded from your calculation of earnings per share.

Taxation, page 182

12. Please identify in the opening paragraph of this section the law firms  who are  opining on
the tax consequences of the offering in the British Virgin Islands and Hong Kong  and file
the related tax opinions as exhibits .

Underwriting

Stabilization, page 193

13. We note your response to prior comment 11  and the statement that the underwriters may
engage in stabilization activities .  In your response letter, please explain why the
underwriters would need to engage in stabilizing transactions in connection with a best
efforts offering.

Exhibits

14. We note your disclosure at page 144 that Messrs. Luh, Zhou and Pu will serve as
indepe ndent directors immediately upon your IPO.  Please file written consents from
these individuals in which they consent to being named in the prospectus. Refer to
Securities Act Rule 438.

Maodong Xu
Wowo Limited
February 13 , 2015
Page 5

You may contact  Rebekah Lindsey , Staff Accountant, at (202) 551 -3303 or Patrick
Gilmore, Accounting Branch Chief, at (202) 551 -3406 if you have questions regarding
comments on the financial statements and related matters.  Please contact Matthew Crispino,
Staff Attorney, at (202) 551 -3456 or me at (202) 551 -3730 with any ot her questions.

        Sincerely,

        /s/ Barbara C. Jacobs

       Barbara C. Jacobs
       Assistant Director

cc: Via E -mail
Julian Lin, Esq.
Jones Day

CORRESP
1
filename1.htm

RESIDENT   PARTNERS:

PEGGY   P. Y. CHEUNG

PHILLIP GEORGIOU

ASHLEY   HOWLETT

JOELLE   S. L. LAU

ANITA P. F. LEUNG

CHIANG LING LI

GRAHAM   LIM

BENJAMIN MCQUHAE

CHRISTOPHER   SWIFT

MICHELLE   TAYLOR

ROBERT   THOMSON

JONES DAY

眾達國際法律事務所

SOLICITORS   AND INTERNATIONAL LAWYERS

31ST FLOOR,   EDINBURGH TOWER, THE LANDMARK

15 QUEEN’S   ROAD CENTRAL, HONG KONG

香港皇后大道中十五號置地廣場公爵大廈三十一樓

TELEPHONE:   (852) 2526-6895

FACSIMILE  : (852) 2868-5871

REGISTERED FOREIGN LAWYERS:

MICHAEL ARRUDA (California, USA)

JUAN DU (New York, USA)

HAIFENG HUANG (New York, USA)

CHRISTINE KIM (New York, USA)

JULIAN LIN (California, USA)

MARIA PEDERSEN (New York and District of   Columbia, USA)

NON-RESIDENT PARTNERS:

SEBASTIEN EVRARD

BENEDICT TAI

February 4, 2015

Ms. Barbara C. Jacobs, Assistant Director

Ms. Rebekah Lindsey

Ms. Patrick Gilmore

Mr. Matthew Crispino

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

U.S.A.

Re:

Wowo Limited

Amendment No. 2 to the Registration   Statement on Form F-1

Filed February 4, 2015

File No. 333-201413

Dear Ms. Jacobs, Ms. Lindsey, Mr. Gilmore and Mr. Crispino:

On behalf of Wowo Limited (the “Company”),  we enclose herewith (10) copies of a revised registration statement on Form F-1 (“Amendment 2”) containing  the preliminary prospectus for the proposed initial public offering of the Company’s American depositary shares, and five (5) marked copies showing changes from registration statement submitted on January 30, 2015 to Amendment No. 2.

If it would facilitate the Staff’s review of Amendment 2, we would be pleased to provide electronic copies of these clean and marked versions in PDF format as well.

* * * * *

If you have any questions regarding this submission, you may reach me by telephone at my office in Hong Kong at (852) 3189-7282 or on my cell phone at (852) 6890-1130 or by e-mail at JulianLin@JonesDay.com.

ALKHOBAR  ·   AMSTERDAM  ·  ATLANTA  ·  BEIJING  ·  BOSTON  ·  BRUSSELS  ·  CHICAGO  ·  CLEVELAND  ·  COLUMBUS  ·  DALLAS

DUBAI  ·  DÜSSELDORF  ·   FRANKFURT  ·  HONG KONG  ·  HOUSTON · IRVINE  ·  JEDDAH · LONDON  ·  LOS ANGELES

MADRID  ·  MEXICO CITY  ·  MILAN  ·  MOSCOW  ·  MUNICH  ·  NEW YORK  ·  PARIS · PITTSBURGH  ·  RIYADH   ·  SAN DIEGO

SAN FRANCISCO  ·  SAO PAULO  ·  SHANGHAI  ·  SILICON VALLEY  ·  SINGAPORE  ·  SYDNEY  ·  TAIPEI  ·  TOKYO  ·  WASHINGTON

Very truly yours,

/s/ Julian Lin

Julian Lin

(Enclosures)

cc:           Maodong Xu — Chairman, Chief Executive Officer

Frank Zhigang Zhao — Chief Financial Officer

Wowo Limited

Andrew Gilbert

DLA Piper LLP (US)

CORRESP
1
filename1.htm

RESIDENT   PARTNERS:

PEGGY   P. Y. CHEUNG

PHILLIP GEORGIOU

ASHLEY   HOWLETT

JOELLE   S. L. LAU

ANITA P. F. LEUNG

CHIANG LING LI

GRAHAM   LIM

BENJAMIN MCQUHAE

CHRISTOPHER   SWIFT

MICHELLE   TAYLOR

ROBERT   THOMSON

JONES DAY

眾達國際法律事務所

SOLICITORS   AND INTERNATIONAL LAWYERS

31ST FLOOR,   EDINBURGH TOWER, THE LANDMARK

15 QUEEN’S   ROAD CENTRAL, HONG KONG

香港皇后大道中十五號置地廣場公爵大廈三十一樓

TELEPHONE:   (852) 2526-6895

FACSIMILE  : (852) 2868-5871

REGISTERED FOREIGN LAWYERS:

MICHAEL ARRUDA (California, USA)

JUAN DU (New York, USA)

HAIFENG HUANG (New York, USA)

CHRISTINE KIM (New York, USA)

JULIAN LIN (California, USA)

MARIA PEDERSEN (New York and District of   Columbia, USA)

NON-RESIDENT PARTNERS:

SEBASTIEN EVRARD

BENEDICT TAI

January 30, 2015

Ms. Barbara C. Jacobs, Assistant Director

Ms. Rebekah Lindsey

Ms. Patrick Gilmore

Mr. Matthew Crispino

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

U.S.A.

Re:

Wowo Limited

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

Filed January 30, 2015

File No. 333-201413

Dear Ms. Jacob, Ms. Lindsey, Mr. Gilmore and Mr. Crispino:

Wowo Limited (the “Company”) has requested us to respond to the Staff’s comment letter, dated January 26, 2015 relating to the Company’s registration statement on Form F-1 previously submitted to the Staff on January 9, 2015. On behalf of the Company, we wish to thank you and the other members of the Staff for your prompt response to the Company’s request for comments.

We have enclosed herewith for review by the Staff ten (10) copies of a revised registration statement on Form F-1 (“Amendment 1”) and five (5) marked copies showing changes from registration statement submitted on January 9, 2015 to Amendment No. 1. If it would facilitate the Staff’s review of Amendment 1, we would be pleased to provide electronic copies of these clean and marked versions in PDF format as well.

The Company has responded to the Staff’s comments by revising the registration statement to comply with the comment, providing an explanation if the Company has not so revised the registration statement, or providing supplemental information as requested. The Company has also updated the registration statement to reflect its recent developments, including its intention to appoint two independent directors upon listing.

ALKHOBAR  ·   AMSTERDAM  ·  ATLANTA  ·  BEIJING  ·  BOSTON  ·  BRUSSELS  ·  CHICAGO  ·  CLEVELAND  ·  COLUMBUS  ·  DALLAS

DUBAI  ·  DÜSSELDORF  ·   FRANKFURT  ·  HONG KONG  ·  HOUSTON · IRVINE  ·  JEDDAH · LONDON  ·  LOS ANGELES

MADRID  ·  MEXICO CITY  ·  MILAN  ·  MOSCOW  ·  MUNICH  ·  NEW YORK  ·  PARIS · PITTSBURGH  ·  RIYADH   ·  SAN DIEGO

SAN FRANCISCO  ·  SAO PAULO  ·  SHANGHAI  ·  SILICON VALLEY  ·  SINGAPORE  ·  SYDNEY  ·  TAIPEI  ·  TOKYO  ·  WASHINGTON

The Company’s responses to the Staff’s comments are set forth below. The numbered paragraphs below correspond to the numbered paragraphs in the Staff’s comment letter, which have been retyped herein in bold for your ease of reference, and the page number references relate to the marked version of the revised registration statement enclosed herewith.

Confidential Registration Statement on Form F-l

Registration Statement Facing Page

1.                                      Since you anticipate that this offering will be made on a best efforts basis, please check the box indicating that the securities are to be offered on a delayed or continuous basis under Securities Act Rule 415. Also, revise the undertakings section of the registration statement to include the undertakings applicable to a Rule 415 offering. Refer to Item 512(a) of Regulation S-K.

The Company has checked the box on the Facing Page of Amendment 1 indicating that the securities are to be offered on a delayed or continuous basis under Securities Act Rule 415 and has also revised the undertakings on page II-2 of Amendment 1 in response to the Staff’s comment.

Prospectus Cover Page

2.                                      We note the disclosure on page 58 that you expect this offering to be made on a best efforts basis with no minimum number of ADSs required to be sold for the offering to proceed. Please revise the cover page to specifically address the “no minimum” structure of the transaction. In this regard, the cover page disclosure should indicate that there is no requirement that you sell a specified number of shares before the proceeds of the offering become available for your use and that there are no provisions for the return of funds to investors if only a nominal amount of shares are sold in the offering. You should also address the fact that all of the shares may not be sold and discuss the range of possible outcomes, including the possibility the company may receive only minimal proceeds. In this regard, consider removing the proceeds table from the cover page given that the proceeds to the company are not assured.

The Company has revised the cover page of Amendment 1 in response to the Staff’s comment.

3.                                      Disclose on the cover page the date the offering will end. Refer to Item 501(b)(8)(iii) of Regulation S-K.

The Company has revised the cover page of Amendment 1 in response to the Staff’s comment.

2

Risk Factors, page 16

4.                                      Given that this is a best efforts, no minimum offering, please add a risk factor that indicates that you may not receive sufficient proceeds to fund planned operations or cover the costs of the offering. Discuss the impact on the company and its planned operations if you are unable to raise sufficient funds in the offering.

The Company has included a new risk factor on page 56 of Amendment 1 in response to the Staff’s comment.

Risks Related to our ADSs and This Offering, page 48

5.                                      We note the new disclosure on page 176 that parties to the deposit agreement waive their right to trial by jury in any legal proceeding arising out of the deposit agreement or the ADSs. Please disclose that fact in this section.

The Company has added the disclosure on page 55 of Amendment 1 in response to the Staff’s comment.

Use of Proceeds, page 58

6.                                      You disclose that you will use the net proceeds from the offering for general corporate purposes including future operating losses and working capital needs. Please revise to provide more details regarding what constitutes working capital and other general corporate purposes. Consider disclosing the amount of proceeds that you plan to use to grow your business. In this regard, you describe on page 117 strategies to expand your business but do not indicate if they will be funded with offering proceeds. Refer to Item 504 of Regulation S-K and Instruction 7 to Item 504. Additionally, indicate the order of priority of each of your intended uses of the net proceeds if you sell 25%, 50%, 75% and 100% of the ADSs being offered.

The Company has broken out the intended use of proceeds principally into (i) working capital, (ii) research and development on mobile applications, (ii) marketing expenses, and (iv) others. The Company has also provided in tabular format the priority of each intended use of proceeds based varying success rates of selling 25%, 50%, 75% and 100% of our ADSs. Please see the revised the disclosure on page 60 of Amendment 1.

Dilution, page 61

7.                                     Because this is a best efforts, no minimum offering, please revise the Dilution and Capitalization disclosure to reflect the sale of varying amounts of the total amount of securities being offered. For instance, revise to also include the impact of selling 25%, 50%, 75% and 100% of the ADSs being offered.

Please see the revised disclosure on pages 64 to 65 of Amendment 1 as requested.

3

8.                                      Please refer to our prior comment 2. We note your response regarding the fact that the offering will have an antidilutive effect to the tangible book value measure per share for all outstanding shares; however, Item 506(b) of Regulation S-K requires disclosure of the increase in tangible book value per share that is attributable to the cash payments made by purchasers of your shares in this offering. Therefore, your disclosure should include presentation of the following:

·                  Historical negative tangible book value per share,

·                  The assumed public offering price per share,

·                  The net tangible book value per share after the offering and,

·                  The increase to the net tangible book value per share attributable to investors in this IPO.

If you continue to believe that total assets per share is a meaningful measure of the dilution to the price paid by investors in this offering, please present that measure alongside the presentation of net book value per share and provide the appropriate explanatory disclosure. Also, given the significant equity changes in connection with the conversion of your preferred stock and indebtedness that will occur simultaneously with the IPO, please tell us what consideration was given to presenting a pro forma net tangible book value per share subsequent to the conversions but prior to the IPO to better reflect the increase in tangible book value per share caused solely by the purchasers of your stock.

Please see the revised disclosure on pages 64 and 65 of Amendment 1 as requested. The Company respectfully advises the Staff that the measure of total assets per share is removed after revisiting the requirement of Item 506(b) of Regulation S-K.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Operating Metrics, page 76

9.                                      We note your response to our prior comment 4 in which you state that the measure of cumulative customers represents people who are aware of the company and that the measure of cumulative repeat customers represents the stickiness of your customers. However, you do not explain how the levels of customer awareness and stickiness have impacted your revenues for the reported periods. Therefore, as previously requested, please provide the following:

·                  Explain how the number of cumulative customers and the number of cumulative repeat customers correlate to the changes in revenue from period to period.

·                  To balance out your discussion of the number of cumulative customers, tell us your consideration for disclosing the actual number of customers who have made at least one purchase during each period presented as this would appear to be more meaningful and provide better insight into revenue trends each period.

The Company does not find any direct correlation between the number of cumulative customers and cumulative repeat customers, on the one hand, and the Company’s revenue, on the other hand, at this stage of its development. The Company had disclosed these metrics with the intent to demonstrate the growth of Company’s presence and “stickiness” as oppose to only showing revenue. In light of the Staff’s comment, the Company believes the inference that investors may draw by equating mere presence and stickiness with  revenue may be too strong, notwithstanding no direct comparison had ever been made. As a result, the Company has deleted the disclosure on cumulative customers and cumulative repeat customers, on page 80 of Amendment 1, the only place where these metrics were disclosed.

4

The Company management also tracks its growth revenue and otherwise based on a number of other quarterly available metrics such as the number of merchant clients, the number of merchant clients with active online stores during the quarter, the number of service offering and the number of installed WoWo Mobile App, all of which have been disclosed.

The Company does not track the number of repeat customer on a quarterly basis but only on an annual basis because the factors that can contribute to such a metric are too numerous as to make the analysis for a shorter period meaningful and the Company management believes disclosure of such a metric could lead investors to draw wrong inferences and the Company management is also currently unable to analyze all the contributing factors for this metric in full.

Liquidity and Capital Resources, page 96

10.                               Please revise to discuss the impact on your liquidity of receiving proceeds in this offering at varying levels, e.g., 25%, 50%, 75% and 100% of the shares being sold.

Company’s liquidity is supported d by the personal commitment of its Chairman and CEO, together with pledges of certain assets. Notwithstanding if this offering could be met with a varying level of success, the Company’s liquidity is assured. In response to the Staff’s comment, the Company has revised the disclosure on page 99 of Amendment 1 in this regard.

Underwriting

11.                               Please explain to us the purpose of the overallotment option. Considering that this is a best efforts offering, it is not clear how the offering could be over-sold. Similarly, advise us as to the purpose of the discussions of lock-ups and stabilization in this section. Finally, we note reference in this section to a selling stockholder, although there does not appear to be a resale component to this offering. Please revise or advise.

The Company has deleted references to the overallotment option and selling stockholders on page 191 of Amendment 1 in response to the Staff’s comment.   The Company has retained the discussion about stabilization as the underwriters may, although not required to do so, engage in such activity.  The Company has also retained the discussion about lock-ups as such lock-ups will be required under the underwriting agreement in order to partially induce the underwriter to enter into the underwriting agreement and perform its obligations thereunder.

5

Consolidated Financial Statements

Notes to Consolidated Financial Statements

14. Share-Based Compensation, page F-37

12.                               We note your disclosure on page F-38 that options vest ratably over 48 months and are exercisable up to 5 years from the date of grant. Given that you have been granting options since 2012, please tell us why there are no options reflected as exercisable in the table on page F-40.

The Company has revised the disclosure on page F-38 and F-68 of Amendment 1 in response to the Staff’s comment.

15. Net Loss per Share, page F-41

13.                               We note that you have excluded 6,669,219 share options from your calculation of diluted EPS since they were antidilutive. However, we note your disclosure on page F-40 that you have 34,681,354 options outstanding, all of which would appear anti-dilutive since you report a net loss. Similarly, you disclose that you excluded 1,388,950 options from your calculation of net loss as of September 30, 2014 on page F-74 but report 40,915,568 options outstanding on page F-72. Please reconcile this apparent inconsistency. Refer to ASC 260-10-50-1(c) and ASC 260-10-55-3B.

The Company respectfully submits that the Company had 44,996,160, 34,681,354 and 40,915,568 share options outstanding as of the December 31, 2012 and 2013 and September 30, 2014, respectively, which could potentially dilute basic earnings per share in the future, but all of which were excluded from the computation of diluted earnings per share for the years ended December 31, 2012 and 2013 and the nine-month period ended September 30, 2014, as there were losses and their effects would have been anti-dilutive. 6,669,219, 527,693 and 154,897 ordinary shares as disclosed in the financial statements on page F-40 and F-70 represents the incremental number of shares issued from the assumed exercise

January 26 , 2015

Via E -mail
Maodong Xu, CEO
Wowo Limited
Third Floor, Chuangxin Building
No. 18 Xinxi Road, Haidian District, Beijing
People's Republic of China

Re: Wowo Limited
Registration Statement on Form F -1
Filed January 9, 2015
File No. 333 -201413

Dear Mr. Xu:

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

Registration Statement Facing Page

1. Since you anticipate that this offering will be made on a best efforts basis, please check
the box indicating that the securities are to be offered on a delayed or continuous basis
under Securities Act Rule 415.  Also, revise the undertakings section of th e registration
statement to include the undertakings applicable to a Rule 415 offering.  Refer to Item
512(a) of Regulation S -K.

Prospectus Cover Page

2. We note the disclosure on page 58 that you expect this offering to be made on a best
efforts basis wi th no minimum number of ADSs required to be sold for the offering to
proceed .  Please revise the cover page to specifically address the “no minimum” structure
of the transaction.  In this regard, the cover page disclosure should indicate that there is
no requirement that you sell a specified number of shares before the proceeds of  the
offering become available for your use and that there are no provisions for the return of
funds to investors if only a nominal amount of shares are sold in the offering.  You
should also address the fact that all of the shares may not be sold and disc uss the range of
possible outcomes, including the possibility the company may receive only minimal
proceeds.  In this regard, consider removing the proceeds table from the cover page given
that the proceeds to the company are not assured.

3. Disclose on the  cover page the date the offering will end.  Refer to Item 501(b)(8)(iii) of
Regulation S -K.

Maodong Xu
Wowo Limited
January 26, 2015
Page 2

Risk Factors, page 16

4. Given that this is a best efforts, no minimum offering, please add a risk factor that
indicates that you may not receive sufficient proceeds to fund planned operations or
cover the costs of the offering.  Discuss the impact on the company and its planned
operations if you are unable to raise sufficient funds in the offering.

Risks Related to our ADSs and This Offering, page 48

5. We note the new disclosure on page 176 that parties to the deposit agreement waive their
right to trial by jury in any legal pro ceeding arising out of the deposit agreement or the
ADSs.  Please disclose that fact in this section.

Use of Proceeds, page 58

6. You disclose that you will use the net proceeds from the offering for general corporate
purposes including future operating l osses and working capital needs.  Please revise to
provide more details regarding what constitutes working capital and other general
corporate purposes.  Consider disclosing the amount of proceeds that you plan to use to
grow your business.  In this regard , you describe on page 117 strategies to expand your
business but do not indicate if they will be funded with offering proceeds.  Refer to Item
504 of Regulation S -K and Instruction 7 to Item 504.  Additionally, indicate the order of
priority of each of yo ur intended uses of the net proceeds if you sell 25%, 50%, 75% and
100% of the ADSs being offered.

Dilution, page 61

7. Because this is a best efforts, no minimum offering, please revise the Dilution and
Capitalization disclosure to reflect the sale of va rying amounts of the total amount of
securities being offered.  For instance, revise to also include the impact of selling 25%,
50%, 75% and 100% of the ADSs being offered.

8. Please refer to our prior comment 2.  We note your response  regarding the fact tha t the
offering  will have an antidilutive effect to the tangible book value measure per share for
all outstanding shares ; however, Item 506(b) of Regulation S -K requires  disclosure of  the
increase in tangible book value per share that is attributable to the  cash payments made
by purchasers of your shares  in this offering .  Therefore, your disclosure should include
presentation of the following:

 Historical negative tangible book value per share ,
 The assumed public offering price per share ,
 The net tangible book value per share after the offering and ,
 The increase  to the net tangible book value per share attributable to investors  in
this IPO.

Maodong Xu
Wowo Limited
January 26, 2015
Page 3

 If you continue to believe that total assets per share is a meaningful measure of the
dilution to the pri ce paid by investors in this offering , please present that measure
alongside the presentation of net book value per share and provide the appropriate
explanatory disclosure .  Also, given the significant equity changes in connection with the
conversion of your preferred stock and indebtedness that will occur simultan eously with
the IPO, please  tell us what consideration was given to presenting a pro forma net
tangible book value per share subsequent to the conversions but prior to the IPO to better
reflect the i ncrease in tangible book value per share caused solely by the purchasers of
your stock.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Operating Metrics, page 76

9. We note your response to our prior comment 4 in wh ich you state that the measure of
cumulative customers represents people who are aware of the company and that the
measure of cumulative repeat customers represents the stickiness of your customers.
However, you do not explain how the levels of customer a wareness and stickiness have
impacted your revenues for the reported periods.  Therefore, as previously requested,
please provide the following:

 Explain how the number of cumulative customers and the number of cumulative
repeat customers correlate to the changes in revenue from period to period.
 To balance out your discussion of the number of cumulative customers, tell us
your consideration for disclosing the actual number of customers who have made
at least one purchase during each period presented as t his would appear to be
more meaningful and provide better insight into revenue trends each period.

Liquidity and Capital Resources, page 96

10. Please revise to discuss the impact on your liquidity of receiving proceeds in this offering
at varying levels, e.g., 25%, 50%, 75% and 100% of the shares being sold.

Underwriting

11. Please explain to us the purpose of the overallotment  option.  Considering that this is a
best efforts  offering, it is not clear how the offering could be over -sold.  Similarly, advise
us as to the purpose of the discussions of lock -ups and stabilization in this section.
Finally, we note reference in this section to a selling stockholder, although there does not
appear to be a resale component to this offering.  Pleas e revise or advise.

Maodong Xu
Wowo Limited
January 26, 2015
Page 4

 Consolidated Financial Statements

Notes to Consolidated Financial Statements

14. Share -Based Compensation, page F -37

12. We note your disclosure on page F -38 that options vest ratably over 48 months and are
exercisable up to 5 years  from the date of grant.  Given that you have been granting
options since 2012, please tell us why there are no options reflected as exercisable in the
table on page F -40.

15. Net Loss per Share, page F -41

13. We note that you have excluded 6,669,219 share options from your calculation of diluted
EPS since they were antidilutive.  However, we note your disclosure on page F -40 that
you have 34,681,354 options outstanding, all of which would appear anti -dilutive since
you report a net loss.  Similarly, you dis close that you excluded 1,388,950 options from
your calculation of net loss as of September 30, 2014 on page F -74 but report 40,915,568
options outstanding on page F -72.  Please reconc ile this apparent inconsistency.  Re fer to
ASC 260 -10-50-1(c) and ASC 26 0-10-55-3B.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 1933 and
all applicable Securities Act rules require.   Since the  company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request acceleration of t he effective date
of the pending registration statement please provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose  the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the ade quacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the Unite d States.

Please refer to Rules 460 and 461 regarding requests for acceleration.  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation

Maodong Xu
Wowo Limited
January 26, 2015
Page 5

 of the fact that those requesting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time for us to rev iew any amendment prior to the requested effective date of the
registration statement.

You may contact  Rebekah Lindsey , Staff Accountant, at (202) 551 -3303 or Patrick
Gilmore, Accounting Branch Chief, at (202) 551 -3406 if you have questions regarding
comments on the financial statements and related matters.  Please contact Matthew Crispino,
Staff Attorney, at (202) 551 -3456 or me at (202) 551 -3730 with any other questions.

        Sincerely,

        /s/ Barbara C. Jacobs

       Barbara C. Jacobs
       Assistant Director

cc: Via E -mail
Julian Lin, Esq.
Jones Day

CORRESP
1
filename1.htm

RESIDENT PARTNERS:

PEGGY P. Y. CHEUNG

PHILLIP GEORGIOU

JONES DAY
    眾達國際法律事務所

SOLICITORS   AND INTERNATIONAL LAWYERS

31ST FLOOR,   EDINBURGH TOWER, THE LANDMARK

15 QUEEN’S   ROAD CENTRAL, HONG KONG

香港皇后大道中十五號置地廣場公爵大廈三十一樓

ASHLEY HOWLETT

JOELLE S. L. LAU

TELEPHONE: (852) 2526-6895

ANITA   P. F. LEUNG

FACSIMILE  : (852) 2868-5871

CHIANG   LING LI

GRAHAM LIM

BENJAMIN   MCQUHAE

CHRISTOPHER SWIFT

MICHELLE TAYLOR

ROBERT THOMSON

REGISTERED FOREIGN LAWYERS:

MICHAEL ARRUDA (California,   USA)

EUGENE BUTTRILL (New York,   USA)

JUAN DU (New York, USA)

HAIFENG HUANG (New York,   USA)

CHRISTINE KIM (New   York, USA)

JULIAN LIN (California, USA)

MARIA PEDERSEN (New   York and District of Columbia, USA)

NON-RESIDENT PARTNERS

SEBASTIEN EVRARD

BENEDICT TAI

January 9, 2015

Ms. Barbara C. Jacob, Assistant Director

Ms. Rebekah Lindsey

Ms. Patrick Gilmore

Mr. Matthew Crispino

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

U.S.A.

Re:

Wowo Limited

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

Submitted on January 9, 2015

Dear Ms. Jacob, Ms. Lindsey, Mr. Gilmore and Mr. Crispino:

Wowo Limited (the “Company”) has requested us to respond to the Staff’s comment letter, dated December 19, 2014 relating to the Company’s draft registration statement on Form F-1/C previously submitted confidentially to the Staff on December 5, 2014 (“Amendment 2”). On behalf of the Company, we wish to thank you and the other members of the Staff for your prompt response to the Company’s request for comments.

We have enclosed herewith for review by the Staff ten (10) copies of a revised draft registration statement on Form F-1 (“Amendment 3”) and five (5) marked copies showing changes from Amendment No. 2. If it would facilitate the Staff’s review of the draft registration statement, we would be pleased to provide electronic copies of these clean and marked versions in PDF format as well.

The Company has responded to the Staff’s comments by revising the draft registration statement to comply with the comment, providing an explanation if the Company has not so revised the draft registration statement, or providing supplemental information as requested.

The Company’s responses to the Staff’s comments are set forth below. The numbered paragraphs below correspond to the numbered paragraphs in the Staff’s comment letter, which  have been retyped herein in bold for your ease of reference, and the page number references relate to the marked version of the revised draft registration statement enclosed herewith.

ALKHOBAR · AMSTERDAM · ATLANTA · BEIJING · BOSTON · BRUSSELS · CHICAGO · CLEVELAND · COLUMBUS · DALLAS

DUBAI  · DÜSSELDORF  · FRANKFURT · HONG KONG · HOUSTON · IRVINE · JEDDAH · LONDON · LOS ANGELES

MADRID · MEXICO CITY · MILAN · MOSCOW · MUNICH · NEW YORK · PARIS · PITTSBURGH · RIYADH · SAN DIEGO

SAN FRANCISCO · SAO PAULO · SHANGHAI · SILICON VALLEY · SINGAPORE · SYDNEY · TAIPEI · TOKYO · WASHINGTON

Confidential Draft Registration Statement on Form F-l

Prospectus Summary

Our Value Proposition, page 4

1.                                      We note the disclosure on page 9 that Mr. Xu currently owns approximately 37.35% of the company’s outstanding shares. We note further the disclosure in this section that as of November 30, 2014, Mr. Xu has loaned the company US$61.0 million and that the company will convert all of its indebtedness owed to him to additional ordinary shares at the initial offering price upon the completion of the offering. Please revise this section of the prospectus to disclose the total number of shares expected to be issued to Mr. Xu as a result of the conversion of his outstanding loans to the company and the percentage of outstanding shares he is expected to own following the offering.

Please see the revised disclosure on page 4 of Amendment 3 as requested.

Dilution, page 61

2.                                      We note your response; however it is unclear how your presentation of total assets per share meets the disclosure requirements of Item 506 of Regulation S-K. In this regard, the measure of net tangible book value should be a conservative measure of your net worth, approximating liquidation value. Please add the measure of net tangible book value, as previously requested. If you believe an alternative presentation is more meaningful, please present this measure in addition to net tangible book value and provide appropriate explanation as to why the presentation is meaningful.

The Company respectfully submits that as of September 30, 2014, the Company’s net tangible book value was negative US$233.6 million and the net tangible book value per share was negative US$0.77. The issuance of additional shares after giving the effect of shares issued in the initial public offering and converted from all of our issued and outstanding preferred shares will be anti-dilutive to our net tangible book value. Therefore we presented the total assets as an alternative method. Please see the revised disclosure on page 61 of Amendment 3 as requested.

Management’s Discussion and Analysis of Financial Condition and Result s of Operations

Operating Metrics, page 76

3.                                      We note the statements here and in footnote 2 to the table on page 73 that the “number of merchant clients with an open online store reflects the number of merchant clients who have opened an online store in our WoWo Mall at any point during the given period no matter the online stores are still open at the end of the given period.” Please revise to indicate that the metric shows the number of merchant clients that had a store open, not opened a store, during the quarter, or advise. Also, tell us why management believes this metric is more useful than one  that tracks the number of merchants that had a store open in the WoWo Mall at the end of each period.

2

The Company respectfully submits that the operating metric that shows “the number of merchant clients with an active online store at any time during the quarter” was meant to correspond to the revenue of that quarter. As a result, the Company believes that such presentation is more accurate than a “snap shot” of the number of active stores at a balance sheet date. To explain this further, due to the type of the goods or services that a merchant provides, an active store may be opened only for a short duration that corresponds to the demand for holiday or seasonal goods and services. Presentation of “the number of stores opened at a balance sheet date” would not correctly reflect the contribution of such seasonal stores that are not opened at a particular balance sheet date but made significant revenue contribution to the Company during the quarter. Further, the Company also believes that “the number of stores opened at a balance sheet date” may more easily be subject to manipulation, such as by means of a special discount or promotion to maintain or open a store by the balance sheet date. This would temporarily inflate the number of stores without meaningfully indicating Company’s growth. As a result, the Company have used and will continue to use “the number of merchant clients with an active online store during the quarter” as a better guidance of its performance for the quarter.

Please see revised pages 15 and 73 of Amendment 3.

4.                                      We note your response to prior comment 5 regarding the number of cumulative customers and the number of cumulative repeat customers and it remains unclear how these metrics relate to the contribution of the company’s revenue each period. Please explain how the number of cumulative customers and the number of cumulative repeat customers correlate to the changes in revenue from period to period. As part of your response, please also tell us your consideration for disclosing the actual number of customers who have made at least one purchase during each period presented as this would appear to be more meaningful and provide better insight into revenue trends each period.

The Company respectfully submits that the Company’s revenue are more directly affected by such factors as its take rate, as discussed on page 77, and rebalancing of revenue sourced from commission versus storefront fees as discussed on pages 92, 93 and 96 of Amendment 3.

The disclosure of “cumulative customers” and “cumulative repeat customers” are meant to provide indication of the growth of Company’s presence in China’s online market place as previously discussed. To measure Company’s presence, the telling operating metric is the cumulative number, as oppose to quarterly, as any customer who has made one purchase has become aware of the Company, regardless of whether the same customer has made additional purchases at subsequent quarters. The awareness is there. And the “cumulative repeat customers”, for a lack of better word, indicates what the industry calls the “stickiness” of web browsers. The Company believes that investors would find both operating metrics useful.

For investors who are interested in having operating metrics that measure quarterly performance, the Company has provided other indicators, such as the “number of merchant clients” that have made a sale during the quarter and “the number of merchant  clients with an active online store” during the quarter, together with detailed breakdown of quarterly revenue from commission versus storefront fees and changes in take rate.

3

Nine Months ended September 30, 2013 compared to Nine Months ended September 30, 2014

Net Revenues, page 92

5.                                      We note the statement in this section that your commission revenues decreased year-over-year due, in part, to the fact that you “continue to offer attractive take rate to increase our merchant client base.” Please clarify if this statement means that you charged lower take rates in the quarter ended September 30, 2014 than in the quarter ended September 30, 2013. If so, please quantify the changes in your take rates over the last year.

The Company has revised disclosure on page 92 of Amendment 3 to clearly state that the Company offered a lower take rate to increase its merchant client base. For the Staff’s reference, detailed analysis of changes in take rate from fiscal 2012 to 2013 and the first three quarters of 2013 and 2014 is disclosed on pages 77 and 96 of Amendment 3, together with factors that affected their changes.

* * * * *

If you have any questions regarding this submission, you may reach me by telephone at my office in Hong Kong at (852) 3189-7282 or on my cell phone at (852) 6890-1130 or by e-mail at JulianLin@JonesDay.com.

Very truly yours,

/s/ Julian Lin

Julian Lin

(Enclosures)

cc:                                Maodong Xu — Chairman, Chief Executive Officer

Frank Zhigang Zhao — Chief Financial Officer

Wowo Limited

Andrew Gilbert

DLA Piper LLP (US)

4

December  19, 2014

Via E -mail
Maodong Xu, CEO
Wowo Limited
Third Floor, Chuangxin Building
No. 18 Xinxi Road, Haidian District, Beijing
People's Republic of China

Re: Wowo Limited
Amendment No. 2  to Confidential Draft Registration Statement on Form F -1
Submitted December 5,  2014
CIK No . 0001527762

Dear Mr. Xu :

We have reviewed your amended confidential draft registration statement and have the
following comments.  References to prior comments are to those in our letter dated November
12, 2014.

Summary

Our Value Proposition, page 4

1. We note the disclosure on page 9 that Mr. Xu currently owns approximately 37 .35% of
the company’s outstanding shares.  We note furth er the disclosure in this section that as
of November 30, 2014, Mr. Xu has loaned the company US$61.0  million and that the
company will convert all of its indebtedness owed to him to ad ditional ordinary shares at
the initial offering price upon the  complet ion of the  offering.   Please revise this section of
the prospectus to disclose the total number of shares expected to be issued to Mr. Xu as a
result of the conversion of his outstanding loans to the company and the percentage of
outstanding shares he is e xpected to own following the offering.

Dilution, page 61

2. Please refer to prior comment 3.   We note your response; however it is unclear how your
presentation of total assets per share meets the disclosure requirements of Item 506 of
Regulation S -K.  In this regard, the measure of net tangible book value should be a
conservative measure of your net worth, approximating liquidation value.   Please add the
measure of net tangible book value, as previously requested.   If you believe an alternative
presentatio n is more meaningful, please present this measure in addition to net tangible
book value and provide appropriate explanation as to why the presentation is meaningful.

Maodong Xu, CEO
Wowo Limited
December 19 , 2014
Page 2

 Management's Discussion and Analysis of Financial Condition and Results of Operations

Operating Metrics , page 76

3. We note the statement s here and in footnote 2 to the table on page 73 that the “number of
merchant clients with an open online store reflects the number of merchant clients who
have opened  an online store in our WoWo Mall at any point during the given period no
matter the online stores are still open at the end of the given period.”  Please revise to
indicate that the metric shows the number of merchant clients that had a store open, not
opened a store, during the quarter, or advise.  Also, tell us why management believes this
metric is more useful than one that tracks the number of merchants that had a store open
in the WoWo Mall at the end of each period.

4. We note your response to prior comment 5 regarding the number of cumulative
customers and the number of cumulative repeat customers and it remains unclear how
these metrics relate to the contribution of the company’s revenue each period.   Please
explain how the number of cumulative cust omers and the number of cumulative repeat
customers correlate to the changes in revenue from period to period.   As part of your
response, please also tell us your consideration for disclosing the actual number of
customers who have made at least one purcha se during each period presented as this
would appear to be more meaningful and provide better insight into revenue trends each
period.

Nine Months ended Se ptember  30, 2013 compared to  Nine Months ended September  30, 2014

Net Revenues , page 92

5. We note the statement in this section that your commission revenues decreased year -
over-year due, in part, to the fact that you “continue to offer attractive take rate to
increase our merchant client base. ”  Please clarify  if this statement means that you
charged  lower take rates  in the quarter ended September 30, 2014 than in the quarter
ended September 30, 2013.  If so, please quantify the changes in your take rates  over the
last year .

You may contact  Rebekah Lindsey , Staff Accountant, at (202) 551 -3303 or Pat rick
Gilmore, Accounting Branch Chief, at (202) 551 -3406 if you have questions regarding
comments on the financial statements and related matters.  Please contact Matthew Crispino,
Staff Attorney, at (202) 551 -3456 or me at (202) 551 -3730 with any other qu estions.

        Sincerely,

        /s/ Barbara C. Jacobs

       Barbara C. Jacobs
       Assistant Director

Maodong Xu, CEO
Wowo Limited
December 19 , 2014
Page 3

cc: Via E -mail
Julian Lin, Esq.
Jones Day

November 12, 2014

Via E -mail
Maodong Xu, CEO
Wowo Limited
Third Floor, Chuangxin Building
No. 18 Xinxi Road, Haidian District, Beijing
People's Republic of China

Re: Wowo Limited
Amendment No. 1 to Confidential Draft Registration Statement on Form F -1
Submitted October 24, 2014
CIK No . 0001527762

Dear Mr. Xu :

We have reviewed your amended confidential draft registration statement and have the
following comments.  References to prior comments are to those in our letter dated September 4,
2014.

Prospectus Summary

Our Strategy, page 5

1. We note your response to prior comment 12.  Please revise the summary section to
include the same information regarding the availa bility and take up rate of the WoWo
Merchant App that was added to page 117 of the prospectus.

Our Corporate Structure, page 7

2. We note that the technical support agreements between Wowo Shijie and each of Beijing
WoWo Tuan and Kai Yi Shi Dai are referred to in the exhibit index as Amended and
Restated Exclusive Consulting and Service Agreements.  When referring to the
agreements i n the prospectus, please use the same terminology as is used in the exhibit
index.

Dilution, page 61

3. Please refer to prior comment 21.  We note that you removed the measure of net tangible
book value from your disclosure in addition to removing your me asure of net tangible
liabilities.  Please revise your disclosures to present the net tangible book value measures
required by Item 506 of Regulation S -K, or tell us why you believe these disclosures are
no longer applicable.

Maodong Xu, CEO
Wowo Limited
November 12 , 2014
Page 2

 4. Please revise your tabular di sclosure to include the impact of the conversion of the related
party payables into common stock.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Operating Metrics, page 75

5. We note you provide information regarding the cumulative number of customers that
have made at least one purchase since inception of your business and that you believe this
metric helps you understand the activity rate of your subscribers.  Please explain further
why you believe this information is meaningful to your investors and how this metric
relates to your results of operations.  For example, based on your description, it appears
the cumulative number of customers is a metric that is always going to i ncrease and does
not factor in currently active or inactive customers.  Similar concerns apply to your
metric regarding the cumulative number of repeat customers.  Please advise.

Number of Merchant Clients, page 75

6. We note your response to prior comment  24 and reissue the comment.  In addition to the
total number of your merchant clients, please disclose the number of merchant clients that
have opened a storefront in your WoWo Mall but do not participate in your group
buy/flash sale channel, the number t hat only participate in your group buy/flash sale
channel and the number that have opened a storefront and participate in your group
buy/flash sale channel.  Alternatively, explain to us why this information is not
meaningful to investors.

Number of Onl ine Stores, page 75

7. It appears that the number of online stores in your WoWo Mall decreased from 79,731
stores in 2013 to 71,905 in the six months ended June 30, 2014.  Please disclose the
reason for this decrease.

Number of merchants paying storefront  fees, page 75

8. Please explain the term “KTV” that appears in this section.

Critical Accounting Policies

Revenue Recognition, page 81

9. We note your disclosure revisions in response to prior comment 26 including the names
of the relevant laws affecting your deferred revenues, but the impact of those laws on
your revenue recognition remains unclear.  Please revise your disclosure to provide a
brief discussion of the impact these laws have on your ability to recognize revenue.
Please also address the foll owing:

Maodong Xu, CEO
Wowo Limited
November 12 , 2014
Page 3

  Discuss whether the coupon purchasers have the right indefinitely to request a
refund or whether this period is limited;
 Discuss why you believe the possibility of the initiation of a customer claim
becomes remote after three years.  In this regard,  please discuss the specific data
you consider when making this judgment and provide a discussion of how
accurate this estimate has been in the past; and
 Describe the types of events that would cause you not to recognize this revenue in
the future.

Indust ry Overview, page 104

10. We note your response to prior comment 32.  Please file a consent  from iResearch as an
exhibit to the registration statement.  Refer to Rule 436 of the Securities Act.  Also,
please revise your reference to iResearch on page 1 of the prospectus summary to
disclose that you commissioned a report from that entity.

Manag ement

Directors  and E xecutive Officers, page 139

11. We note your response to prior comment 33 and the disclosure under footnote 1 to the
director and executive officer table on page 139.  Please revise the footnote to indicate, if
true, that Ms. Chen was appointed to the company’s board of directors by CDH Barley
Limited pursuant to its preferred rights as a holder of the company’s preferred shares.

Principal Shareholders, page 147

12. We note your response to prior comment 35 and your statement that Ms. Chen does not
have the sole power  to direct the voting  or disposition of the securities or receive their
economic benefit.  General Instruction F to Form 20 -F defines beneficial owner as any
person who “has or shares  the underlying benefits of ownership” including “the power to
direct the voting or the dispos ition of the securities.”  If Ms. Chen shares the power to
direct the voting or disposition of the securities, she is a beneficial owner and cannot
disclaim beneficial ownership.  Accordingly, please delete the disclaimers in footnotes 2
and 5 or further a dvise.

Notes to Consolidated Financial Statements

Note 3. Summary of Significant Accounting Policies

Revenue Recognition, page F -15

13. We note your operational return and refund policy to your customers if they are not
satisfied with the goods or services  after redemption.  Please tell us your accounting
policy related to the returns/refunds, including whether you estimate the return/refund

Maodong Xu, CEO
Wowo Limited
November 12 , 2014
Page 4

 when the coupon is purchased or redeemed.  Please also provide us with a rollforward of
the activity related to these  returns/refunds for each year presented.

14. Please refer to prior comment 42.  We note your response and revised disclosure.  Please
address the following:
 Revise to disclose that you recognize revenue related to unredeemed amounts on a
gross basis;
 Revise to disclose specifically whether or not the sold coupons remain
indefinitely refundable;
 Revise to disclose how much revenue related to unredeemed amounts was
recognized due to the passage of the three year timeframe for each year presented;
and
 Tell us whether you estimate a reserve for redemption demands beyond the three
year period and if so, revise your filing to disclose the methodology used to
determine those amounts.  If not, tell us why not.

Advance to Suppliers, page F -18

15. We note your disclo sure revisions in response to prior comment 43.  Please clarify where
the expense related to the allowance for doubtful advance to suppliers is classified in your
income statements.  As part of your response, please clarify whether  these amounts are
classi fied as a reduction of the related recognized revenue, similar to a sales incentive
arrangement, or alternatively as a cost of sale.  Refer to ASC 605 -50-45-1.

Note 16. Related Party Balances and Transactions, page F -42

16. Please refer to prior comment 4 8.  Please address the following:
 Revise your filing to disclose the contractual repayment terms of these loans, both
here and on page F -73.  Separately quantify the amounts due on demand as a
result of their overdue status and the amounts due within 90 da ys. Refer to ASC
850-10-50-1(d).
 Please also revise your disclosures beginning on page 95 to discuss this potential
use of cash, including the impact on your operations if Maodong exercises his
contractual rights to demand repayment.

Additional Informatio n – Financial Statement Schedule I, page F -46

17. Please refer to prior comment 51.  We note your response that you are obligated to
provide further financial support to your equity method investees and as such, have
recorded a “liability in subsidiaries”.  P lease tell us whether you have any other assets
related to or investments in these subsidiaries, such as “amounts due from subsidiaries”
on your balance sheet.  If so, please tell us how you considered the guidance in
paragraphs 23 -26 of ASC 323 -10-35 when  determining that the presentation of
“liabilities in subsidiaries” is appropriate.  Please also provide the disclosures required by
ASC 323 -10-50-3(a) or tell us why you believe they are not applicable.

Maodong Xu, CEO
Wowo Limited
November 12 , 2014
Page 5

 You may contact  Rebekah Lindsey , Staff Accountant, at (202) 551 -3303 or Patrick
Gilmore, Accounting Branch Chief, at (202) 551 -3406 if you have questions regarding
comments on the financial statements and related matters.  Please contact Matthew Crispino,
Staff Attorney, at (202) 551 -3456 or me at (202) 55 1-3730 with any other questions.

        Sincerely,

        /s/ Barbara C. Jacobs

       Barbara C. Jacobs
       Assistant Director

cc: Via E -mail
Julian Lin, Esq.
Jones Day

September 4, 2014

Via E -mail
Maodong Xu, CEO
Wowo Limited
Third Floor, Chuangxin Building
No. 18 Xinxi Road, Haidian District, Beijing
People's Republic of China

Re: Wowo Limited
Confidential Draft Registration Statement on Form F -1
Submitted August 8, 2014
CIK No. 0001527762

Dear Mr. Xu:

We have reviewed your draft registration statement 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 this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you d o not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing the information you provide in response to these comments and your
amended draft registr ation statement or filed registration statement, we may have additional
comments.

General

1. Please supplementally provide us with copies of all written communications, as defined
in Rule 405 under the Securities Act, that you , or anyone authorized to do so on your
behalf , present to potential investors in reliance on Section 5(d) of the Securities Act,
whether or not they retain copies of the communications.   Similarly, please
supplementally provide us with any research reports about you that are publishe d or
distributed in reliance upon Section 2(a)(3) of the Securities Act of 1933 added by
Section 105(a) of the Jumpstart Our Business Startups Act by any broker or dealer that is
participating or will participate in your offering.

2. We will process your am endments without price ranges.  Since the price range you select
will affect disclosure in several sections of the filling, we will need sufficient time to
process your amendments once a price range is included and the material information

Maodong Xu, CEO
Wowo Limited
September 4 , 2014
Page 2

 now appearing bl ank throughout the document has been provided.  Please understand that
the effect of the price range on disclosure throughout the document may cause us to raise
issues in areas on which we have not previously commented.

3. Please supplementally provide us with copies of any graphical materials or artwork you
intend to use in your prospectus.  Upon review of such materials, we may have further
comments.  See Question 101.02 of our Securities Act Forms Compliance and Disclosure
Interpretations, available on o ur website.

4. Please revise your filing to provide a summary of recent developments to disclose your
financial results during 2014 to the extent you have this information.  Also, provide a
discussion of your results, including identification of any known m aterial trends or events
and quantify these trends or events where possible.

Cover Page

5. Please revise to provide the name of the lead or managing underwriter.  Refer to Item
501(b)(8) of Regulation S -K.

Prospectus Summary , page 1

6. Although you disclose in a risk factor on page 19 that you generate a substantial portion
of your revenues as commission from the sales of WoWo coupons to retail customers,
you do not discuss the use or sale of such coupons until page 108 of the prospectus .
Please revise the summary to discuss this aspect of your business or advise.  Also,
quantify in the summary and in the risk factor on page 19 the “substantial portion” of
your revenues that you generate through sales of  WoWo coupons.

7. Please provide a brief discussion in this section of the function of your  operating
websites, 55.com and 55tuan.com.

8. Disclose in the summary that your chairman and chief executive officer will continue to
have a substantial control over the company after the offering and disclose the percentage
of your voting power to be held by him following the offering.

Overview, page 1

9. Please provide us with independent, objective support for the claim in this section that
you are one of China’s leading third -party e -commerce platf orms focusing on local
entertainment and lifestyle services.

Maodong Xu, CEO
Wowo Limited
September 4 , 2014
Page 3

 Our Value Proposition, page 2

10. On page 3, you provide selective disclosure of your revenues for fiscal years 2012 and
2013.  Financial results should be presented contextually in light of other relevant
financial data.  Accordingly, please disclose your net loss for these periods as well.

Our Competitive Advantages, page 3

11. We note terms and phrases, such as “proven” and “highly regarded entrepreneur” used to
describe your officers and directors in relation to their expertise throughout the
prospectus.  Marketing language that cannot be objectively substantiated should be
removed.  To the extent these statements represent your beliefs, please revise accordingly
and state the basis for these beliefs.

Our Strategy, page 5

12. You indicate in this section that you are “currently rolling out” your WoWo Merchant
App.  Please revise  to clarify whether the app is currently available in certain cities or
population centers you serve and your expected timetable for completing deployment of
the app.  Discuss here and in your Management’s Discussion any material costs you
expect to incur in connection with your roll out of the app.

Our Corporate Structure, page 7

13. Please briefly describe in this section the material terms of the contractual arrangements
between Wowo Shijie and the two consolidated affiliated entities  in China, Beijing
WoWo Tuan and Kai Yi Shi Dai, and their respective shareholders, including any
provisions related to term and termination.  Also, disclose that if Beijing WoWo Tuan
and Kai Yi Shi Dai  and their shareholders fail to perform their obligations under the
contra ctual arrangements, you could be limited in your ability to enforce the contracts
that give you effective control and if you are unable to maintain such control, you would
not be able to continue to consolidate the financials results of Beijing WoWo Tuan a nd
Kai Yi Shi Dai  with your financial results.

Risk Factors

14. We note your statement in the introductory paragraph of this section that “additional risks
and uncertainties that we are unaware of, or that we currently deem immaterial, could
also become im portant factors that affect us.”  Please remove this statement as your risk
factor section should address current and known material risks.

“We have never been profitable…,” page 15

15. We note Exhibit 10.13 and the statement in this section that Mr. Xu has agreed to provide
adequate funds to enable the company to meet its financial obligations through December

Maodong Xu, CEO
Wowo Limited
September 4 , 2014
Page 4

 31, 2015.  Please provide prominent disclosure regarding this commitment in th e
prospectus summary.  Clarify in the risk factor and the Use of Proceeds section whether
the funds provided by Mr. Xu are loans that must repaid and, if so, whether the company
plans to repay the loans, including the $22.3 million already provided by Mr. Xu, with
proceeds from this offering.  Also, as you anticipate using the net proceeds of this
offering to meet your working capital needs, which you are currently meeting with the
funds provided by Mr. Xu, please disclose in the risk factor and the Use of Proceeds
section your anticipated working capital deficit for the 12 months following the effective
date of the prospectus.  Finally, address in the risk factor whether there is a material risk
that the commitment may be unenforceable by the company or tha t Mr. Xu may have
insufficient resources to meet his commitment.

“Our operating philosophy and interest in maintaining a strong network effect…,” page 17

16. You state in this risk factor that you currently charge storefront fees only to certain small -
and medium -sized merchant clients and that you plan to enlarge the category of paying
merchant clients to larger or higher revenue merchants “when this business model have
gained a wide base acceptance.”  Please explain in your disclosure how you selected the
small - and medium -sized clients that currently pay storefront fees.

“If the PRC government finds that the agreements that establish the structure for operating our
businesses in China…”, page 30

17. Please disclose that you obtained an opinion of counsel regarding the effectiveness and
enforceability of your ownership structure and the contractual arrangements with Beijing
Wowo Tuan and Kai Yi Shi Dai  and their respective shareholders or advise.

“The shareholder of Beijing Wowo Tuan…,” page 32

18. Please d isclose whether you have policies regarding the manner in which you and Mr. Xu
will resolve the types of conflicts of interest that you describe in this paragraph.

“We are an emerging growth company…,” page 47

19. Please revise your disclosure here and on p age 8 to disclose your election under Section
107(b) of the JOBS Act.

 If you elect to opt -out of the extended transition period for complying with new or
revised accounting standards pursuant to Section 107(b) of the Act, include a
statement that the elec tion is irrevocable.
 If you elect to use the extended transition period for complying with new or revised
accounting standards under Section 102(b)(1) of the Act, include risk factor
disclosure explaining that this election allows you to delay the adoption  of new or
revised accounting standards that have different effective dates for public and private
companies until those standards apply to private companies. You should also disclose

Maodong Xu, CEO
Wowo Limited
September 4 , 2014
Page 5

 in the risk factor that, as a result of this election, your financial st atements may not be
comparable to companies that comply with public company effective dates. Please
provide a similar statement in your critical accounting policy disclosures in your
Management’s Discussion and Analysis section.

Dilution, page 58

20. Please revise your filing to disclose the conversion ratio used to determine the amount of
common shares that will be issued upon the completion of your offering.

21. Please revise to disclose why you believe a measure of “net tangible liabilities” is
meaningful fo r the purposes of dilution and why you believe presenting this measure is
appropriate.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Overview, page 70

22. Discuss the impact on your financial condition of known tren ds, uncertainties, demands,
commitments or events, such as your expectation that you will spend substantial amounts
in operating expenses in the near future, as indicated in a risk factor on page 15, your
plans to increase the number of your merchants who pay storefront fees and the
challenges you face to successfully monetize your mobile user traffic.  Refer to Item 5.D
of Form 20 -F and Section III.B.3 of SEC Release 33 -8350.

Operating Metrics, page 71

23. For each of your metrics please tell us what consi deration you gave to presenting monthly
or quarterly data that may be indicative of any material trends that would be useful to
investors.  Also, tell us whether manage ment uses monthly or quarterly m etric data to
evaluate the operating results of the comp any.  Also, revise the Management’s Discussion
and Analysis section to identify trends in your metrics and discuss any reasonably likely
material effect on your revenues, net income and financial position that would cause
reported financial information to not be indicative of future operating results or financial
condition.  Refer to Item 5. D of Form 20 -F.

24. Please tell us what consideration you have given to separately identifying the number of
merchant clients that have opened a storefront in your WoWo Ma ll and those that have
only participated in your group buy/flash sale channel without operating a storefront.

25. We note that many of your operating metrics give an indication of the changes in the
volume of customers, but do not provide insight into any c hanges in pricing during the
period.  Please revise to disclose any metrics management uses to monitor the pricing of
your services, and present these metrics separately for your Wowo coupon sales and your
store front fees, if possible.  Refer to Section I II.B.1 of SEC Release No. 33 -8350.

Maodong Xu, CEO
Wowo Limited
September 4 , 2014
Page 6

 Critical Accounting Policies

Revenue Recognition, page 76

26. We note your disclosure on page F -15 that currently,  unredeemed amounts beyond the
refund p eriod remain in advances from customers due to certain legal consider ations.
Please revise your disclosure to elaborate on what these legal considerations are.  Also,
disclose the approximate time frame in which you expect to recognize these revenues,
discuss any uncertainties within that estimate and describe the types of  events that would
cause you not to recognize this revenue in the future.  Refer to Section V of Release 33 -
8350.

Goodwill and Long -Lived Intangible Assets with definite life, page 77

27. We note your disclosure that you proceeded  directly to Step 2 of the goodwill impairment
test due to the fact that you deemed it more likely than not that goodwill impairment
might exist.  Further, this conclusion appears to be based on the consideration that you
have been generating losses and ne gative cash flows during the rep orted periods.  In light
of that fact , please revise your filing to disclose the following information:
 The percentage by which the fair value of your reporting unit exceeds the carrying
value.  Alternatively, specificall y disclose that the fair value is substantially in
excess of carrying value, if true.
 You disclose that the primary technique used to determine fair value for your
goodwill impairment test is the discounted cash flow method.  However, your
disclosure indic ates that you use three methods to determine fair value, at which
point you evaluate the results under all three and assign a fair value.  Revise your
disclosure to more specifically describe the factors considered when determining
the most appropriate fai r value within the range of values determined separately
under each method.  Clarify the nature of any adjustments and discuss the factors
considered when determining how much adjustment is needed.
 Discuss the degree of uncertainty within the assumptions  used to value your
reporting unit for the purposes of determining whether goodwill is impaired.  In
particular, clarify whether you are assuming that you will be generating positive
revenue growth rates or whether you assume these growth rates change over  time.
Provide this information for each significant assumption used to determine the
fair value of your reporting unit.
 Discuss the potential events or circumstances that could be reasonably expected to
negatively affect the key assumptions.  For example , discuss the impact that
slower rates of revenue growth due to lower than expected sales, or a higher or
lower discount rate would have on your estimate of fair value.
Refer to Section V of Release 33-8350.

Maodong Xu, CEO
Wowo Limited
September 4 , 2014
Page 7

 Fair Value of Our Ordinary Shares and Share -Based Compensation, page 80

28. We note your disclosure on page 82 that the options granted during 2012 and 2013 have
no intrinsic value.  Please tell us how you considered the fact that several of your grants
have an exercise price that is below the fair valu e of the underlying shares on the date of
grant when making this conclusion.

Liquidity and Capital Resources, page 86

29. We note your disclosure that one source of liquidity is the commitment of financial
support provided by Mr. Maodong Xu .  Please revise your filing to disclose whether this
commitment has any limits to the amount that Mr. Xu has agreed to provide.

30. You appear to rely primarily on your VIEs for your cash and financing requirements.
Theref