SecProbe.io

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 EPSIUM ENTERPRISE LIMITED

 March 21, 2025

 Via EDGAR

 Division of Corporation Finance

 Office of Trade & Services

 U.S. Securities and Exchange Commission

 100 F. Street, NE

 Washington, D.C., 20549

 Re:
 EPSIUM ENTERPRISE LIMITED

 Registration Statement on Form F-1, as amended (File No. 333- 276313)

 Request for Acceleration of Effectiveness

 Ladies and Gentlemen:

 Pursuant to Rule 461 of the General Rules and
Regulations under the Securities Act of 1933, as amended (the "Act"), EPSIUM ENTERPRISE LIMITED hereby requests that the effectiveness
of the above-referenced Registration Statement on Form F-1, as amended, be accelerated to and that the Registration Statement become effective
at 4:00 p.m., Eastern Time, on March 25, 2025, or as soon thereafter as practicable.

 [Signature Page Follows]

 Very truly yours,

 EPSIUM ENTERPRISE LIMITED

 By:
 /s/ Son I Tam

 Name:
 Son I Tam

 Title:
 Chief Executive Officer

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 March 21, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 100 F Street, NE

 Washington, D.C., 20549

 Attn: Rebekah Reed

 Re:
 Epsium Enterprise Ltd

 Registration Statement on Form F-1, as amended
 (File No. 333-276313)
 Request for Acceleration of Effectiveness

 Dear Ms. Reed:

 Pursuant to Rule 461 promulgated
under the Securities Act of 1933, as amended (the "Securities Act"), we, the underwriter (the "Underwriter"),
hereby join in the request of Epsium Enterprise Ltd (the "Registrant"), for the acceleration of the effective date of the
Registrant's Registration Statement on Form F-1 (File No. 333-276313) (as amended, the "Registration Statement"), relating
to a public offering of shares of the Registrant's ordinary shares, US$0.00002 par value, so that the Registration Statement may
be declared effective on March 25, 2025, at 4:00 p.m. Eastern Time, or as soon thereafter as practicable. The undersigned, as the Underwriter,
confirms that it is aware of its obligations under the Securities Act.

 Pursuant to Rule 460 under
the Securities Act, please be advised that there will be distributed to each underwriter, who is reasonably anticipated to be invited
to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus as appears to be reasonable
to secure adequate distribution of the preliminary prospectus.

 The undersigned confirms that
it has complied with and will continue to comply with, and it has been informed or will be informed by participating dealers that they
have complied with or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in connection with
the above-referenced issue.

 Very truly yours,

 D. Boral Capital

 /s/ Philip Wiederlight

 Name:
 Philip Wiederlight

 Title:
 Chief Operating Officer

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Epsium Enterprise
Limited

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

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

December 17, 2024

Via EDGAR

Ms. Rebekah Reed

Mr. Dietrich King

Division of Corporation Finance

Office of Financial Services

U.S. Securities and Exchange Commission

    Re:
    Epsium Enterprise Limited

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

Filed November 4, 2024

File No. 333-276313

Dear Ms. Reed and Mr. King:

This letter is in response to the letter dated
November 19, 2024, from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”)
addressed to Epsium Enterprise Limited (the “Company”, “we”, or “our”) relating
to Amendment No. 5 to Registration Statement on Form F-1 filed with the Commission on November 4, 2024 (the “Original Registration
Statement”) in connection with its application for a listing on the Nasdaq Capital Market (the “Proposed Listing”).
For ease of reference, we have recited the Commission’s comments in this response and numbered them accordingly. Amendment No. 6
to the Registration Statement on Form F-1 (“Amendment No. 6”) is being filed to accompany this letter.

Amendment No. 5 to Registration
Statement on Form F-1 filed November 4, 2024

Risk Factors

Risks Related to Our Business and Industry, page
15

 1. We note that your revenues for the six months ended June 30, 2024 declined 61.34%, attributed primarily
to “depression of economic activities in local market” and an “overall economic downturn result[ing] in reduced demand
for alcoholic beverages in Macau.” We further note your risk factor disclosure that your business “may be negatively affected
by various economic and social disruptions, including but not limited to a slowdown, recession, or inflationary pressures in the general
economy…These disruptions could result in reduced demand for the Operating Entity’s products…” Please update
where appropriate if recent inflationary pressures and economic conditions have materially impacted your operations. Identify the types
of inflationary pressures you are facing and how your business has been affected, as well as any actions planned or taken to mitigate
such pressures.

Response:

We acknowledge the Staff’s comments
and respectfully inform you that we have revised the Original Registration Statement as requested in Amendment No. 6.

Epsium Enterprise
Limited

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

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

Industry Overview, page 66

 2. Please update the description of the state of your industry for consistency with the results of operations
disclosure that there has been a “noticeable decrease in the demand for alcoholic beverages in Macau” and that a recent “overall
economic downtown” has caused “a serious contraction of the wholesale market for low-priced alcoholic beverages.” In
this regard, we note that much of the disclosure in this section is given as of 2022 or early 2023 and includes statements implying that
the market and demand for alcoholic beverages in Macau is continuing to grow (e.g., “As the economy recovers, the consumption of
alcoholic beverages in Macau is expected to increase…” and “[t]he growth trend likely correlates to the expansion of
the middle and upper classes in Macau and their ability and willingness to purchase high-end and craft alcoholic beverages…”).

Response:

We acknowledge the Staff’s comments and respectfully inform you
that we have revised the Original Registration Statement as requested in Amendment No. 6.

Underwriting, page 117

 3. Provide additional
                                            information as to why your disclosure and Sections 2.27 and 3.18 of the form of underwriting
                                            agreement filed as Exhibit 1.1 indicate that the lock-up arrangements applicable to the company,
                                            directors, officers, and holders of at least 5% of outstanding ordinary shares will be in
                                            favor only of EF Hutton, rather than both underwriters for the offering. Explain the purpose
                                            of this distinction, and clarify whether this is meant to suggest that EF Hutton will be
                                            able to unilaterally release such parties from their lock-up arrangements, and if so, why
                                            this was decided upon. In this regard, we note that Section 3.19 of the form of underwriting
                                            agreement suggests that EF Hutton will have the sole ability to waive the lock-up period,
                                            but the form of press release included within Exhibit 1.1 and description of lock-up agreements
                                            at page 119 are inconsistent on this point.

Response:

We acknowledge the Staff’s comments
and respectfully inform you that the indication of the lock-up arrangements being in favor only of EF Hutton in the Original Registration
Statement and Sections 2.27 and 3.18 of the form of underwriting agreement filed as Exhibit 1.1 thereto was a typographical error. Additionally,
EF Hutton has recently changed its name to D. Boral Capital LLC. As such, we have revised the Original Registration Statement to correct
the typographical error and updated EF Hutton’s name to D. Boral Capital LLC in Amendment No. 6.

We appreciate the assistance the Staff
has provided with its comments. If you have any questions, please do not hesitate to call our counsel, Laura Hemmann, Esq., of iTKG Law
LLC, at (650) 799 2061.

Sincerely,

    /s/ Son I. Tam

    Name:
    Son I. Tam

    Title:
    Chief Executive Officer,

Chief Financial Officer, and Chairman

    cc:
    Laura Hemmann, Esq., iTKG Law LLC

November 19, 2024
Son Tam
Chief Executive Officer
Epsium Enterprise Ltd
Alameda Dr. Carlos D’assumpcao
Edf China Civil Plaza 235-243, 14 Andar P
Macau, SAR China
Re:Epsium Enterprise Ltd
Amendment No. 5 to Registration Statement on Form F-1
Filed November 4, 2024
File No. 333-276313
Dear Son Tam:
            We have reviewed your amended registration statement and have the following
comment(s).
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments. Unless we note
otherwise, any references to prior comments are to comments in our October 2, 2024 letter.
Amendment No. 5 to Registration Statement on Form F-1 filed November 4, 2024
Risk Factors
Risks Related to Our Business and Industry, page 15
We note that your revenues for the six months ended June 30, 2024 declined 61.34%,
attributed primarily to “depression of economic activities in local market” and an
“overall economic downturn result[ing] in reduced demand for alcoholic beverages in
Macau.” We further note your risk factor disclosure that your business “may be
negatively affected by various economic and social disruptions, including but not
limited to a slowdown, recession, or inflationary pressures in the general
economy…These disruptions could result in reduced demand for the Operating
Entity’s products…” Please update where appropriate if recent inflationary pressures 1.

November 19, 2024
Page 2
and economic conditions have materially impacted your operations. Identify the types
of inflationary pressures you are facing and how your business has been affected, as
well as any actions planned or taken to mitigate such pressures.
Industry Overview, page 66
2.Please update the description of the state of your industry for consistency with the
results of operations disclosure that there has been a “noticeable decrease in the
demand for alcoholic beverages in Macau” and that a recent “overall economic
downtown” has caused “a serious contraction of the wholesale market for low-priced
alcoholic beverages." In this regard, we note that much of the disclosure in this
section is given as of 2022 or early 2023 and includes statements implying that the
market and demand for alcoholic beverages in Macau is continuing to grow (e.g., “As
the economy recovers, the consumption of alcoholic beverages in Macau is expected
to increase…” and “[t]he growth trend likely correlates to the expansion of the middle
and upper classes in Macau and their ability and willingness to purchase high-end and
craft alcoholic beverages…”).
Underwriting, page 117
3.Provide additional information as to why your disclosure and Sections 2.27 and 3.18
of the form of underwriting agreement filed as Exhibit 1.1 indicate that the lock-up
arrangements applicable to the company, directors, officers, and holders of at least 5%
of outstanding ordinary shares will be in favor only of EF Hutton, rather than both
underwriters for the offering. Explain the purpose of this distinction, and clarify
whether this is meant to suggest that EF Hutton will be able to unilaterally release
such parties from their lock-up arrangements, and if so, why this was decided upon. In
this regard, we note that Section 3.19 of the form of underwriting agreement suggests
that EF Hutton will have the sole ability to waive the lock-up period, but the form of
press release included within Exhibit 1.1 and description of lock-up agreements at
page 119 are inconsistent on this point.
            Please contact James Giugliano at 202-551-3319 or Adam Phippen at 202-551-3336 if
you have questions regarding comments on the financial statements and related
matters. Please contact Rebekah Reed at 202-551-5332 or Dietrich King at 202-551-8071
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Laura Hua Lua Hemman, Esq.

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Epsium Enterprise Limited

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

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

November 4, 2024

Via EDGAR

Ms. Rebekah Reed

Mr. Dietrich King

Division of Corporation Finance

Office of Financial Services

U.S. Securities and Exchange Commission

    Re:
    Epsium Enterprise Limited

    Amendment No. 4 to Registration Statement
on Form F-1

Filed September 18, 2024

    CIK
No. 0001883437

    File
No. 333-276313

Dear Ms. Reed and Mr. King:

This letter is in response to the letter dated October
2, 2024, from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”)
addressed to Epsium Enterprise Limited (the “Company”, “we”, or “our”) relating
to Amendment No. 4 to Registration Statement on Form F-1 filed with the Commission on September 18, 2024 (the “Original Registration
Statement”) in connection with its application for a listing on the Nasdaq Capital Market (the “Proposed Listing”).
For ease of reference, we have recited the Commission’s comments in this response and numbered them accordingly. Amendment No. 5
to the Registration Statement on Form F-1 (“Amendment No. 5”) is being filed to accompany this letter.

Amendment No. 4 to Registration
Statement on Form F-1 filed September 18, 2024

Risk Factors

Risks Related to our Ordinary Shares
and This Offering

Substantial future sales or perceived potential sales
of our Ordinary Shares..., page 34

 1. Please contextualize your statement that the Resale Shareholders "may be
willing to accept a lower sales price than the price investors pay in this offering" by disclosing the price at which the Resale
Shareholders acquired the shares being registered for resale. Enhance this risk factor to acknowledge that the number of shares being
offered pursuant to the Resale Prospectus without lock-up or leak-out arrangements exceeds the number of shares being registered for sale
in the IPO.

Response:

We acknowledge the Staff’s comments
and respectfully inform you that we have revised the Original Registration Statement as requested in Amendment No. 5.

Resale Prospectus Alternate Cover
Page, page ALT

 2. We note your response to prior comment 5, but it does not appear that all of
the disclosure responsive to guidance in the Sample Letters to China-Based Companies on the cover page of the IPO prospectus has been
added to the resale prospectus cover page. Specifically, disclosure from the paragraph beginning, "Epsium Enterprise Limited is a
company organized under the laws of the Hong Kong Special Administrative Region..." to the paragraph beginning, "Unless otherwise
indicated or the context otherwise requires, references..." has not been added. Please revise accordingly so that all China-based
issuer disclosure is provided on both cover pages.

Response:

We acknowledge the Staff’s comments
and respectfully inform you that we have revised the Original Registration Statement as requested in Amendment No. 5.

We appreciate the assistance the Staff
has provided with its comments. If you have any questions, please do not hesitate to call our counsel, Laura Hemmann, Esq., of iTKG Law
LLC, at (650) 799 2061.Sincerely,

    /s/ Son I. Tam

    Name: Son I. Tam
Title:
Chief Executive Officer, Chief Financial Officer, and Chairman

cc:  Laura Hemmann, Esq., iTKG Law LLC

October 2, 2024
Son Tam
Chief Executive Officer
Epsium Enterprise Ltd
Alameda Dr. Carlos D’assumpcao
Edf China Civil Plaza 235-243, 14 Andar P
Macau, SAR China
Re:Epsium Enterprise Ltd
Amendment No. 4 to Registration Statement on Form F-1
Filed September 18, 2024
File No. 333-276313
Dear Son Tam:
            We have reviewed your amended registration statement and have the following
comment(s).
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our July 17, 2024 letter.
Amendment No. 4 to Registration Statement on Form F-1 filed September 18, 2024
Risk Factors
Risks Related to our Ordinary Shares and This Offering
Substantial future sales or perceived potential sales of our Ordinary Shares..., page 34
1.Please contextualize your statement that the Resale Shareholders "may be willing to
accept a lower sales price than the price investors pay in this offering" by disclosing the
price at which the Resale Shareholders acquired the shares being registered for resale.
Enhance this risk factor to acknowledge that the number of shares being offered pursuant
to the Resale Prospectus without lock-up or leak-out arrangements exceeds the number of
shares being registered for sale in the IPO.

October 2, 2024
Page 2
Resale Prospectus Alternate Cover Page, page ALT
2.We note your response to prior comment 5, but it does not appear that all of the disclosure
responsive to guidance in the Sample Letters to China-Based Companies on the cover
page of the IPO prospectus has been added to the resale prospectus cover page.
Specifically, disclosure from the paragraph beginning, "Epsium Enterprise Limited is a
company organized under the laws of the Hong Kong Special Administrative Region..." to
the paragraph beginning, "Unless otherwise indicated or the context otherwise requires,
references..." has not been added. Please revise accordingly so that all China-based
issuer disclosure is provided on both cover pages.
            Please contact James Giugliano at 202-551-3319 or Adam Phippen at 202-551-3336 if
you have questions regarding comments on the financial statements and related matters. Please
contact Rebekah Reed at 202-551-5332 or Dietrich King at 202-551-8071 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Laura Hua Lua Hemman, Esq.

CORRESP
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Epsium Enterprise Limited

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

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

September 17, 2024

Via EDGAR

Ms. Rebekah Reed

Mr. Dietrich King

Division of Corporation Finance

Office of Financial Services

U.S. Securities and Exchange Commission

    Re:
    Epsium Enterprise Limited

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

Filed June 25, 2024

CIK No. 0001883437

File No. 333-276313

Dear Ms. Reed and Mr. King:

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

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

Cover Page

Epsium Enterprise Limited

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

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

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

Response:

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

Explanatory Note, page i

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

Response:

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

The Offering, page 14

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

Response:

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

    2

Epsium Enterprise Limited

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

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

Capitalization, page 47

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

Response:

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

Resale Prospectus Alternate Cover Page, page
ALT

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

Response:

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

Resale Shareholders, page ALT-2

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

Response:

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

    3

Epsium Enterprise Limited

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

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

Exhibit Index, page II-5

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

Response:

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

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

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

Response:

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

General

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

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

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

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

    4

Epsium Enterprise Limited

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

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

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

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

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

Response:

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

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

    5

Epsium Enterprise Limited

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

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

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

Background

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

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

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

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

    6

Epsium Enterprise Limited

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

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

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

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

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

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

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

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

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

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

July 17, 2024
Son Tam
Chief Executive Officer
Epsium Enterprise Ltd
Alameda Dr. Carlos D’assumpcao
Edf China Civil Plaza 235-243, 14 Andar P
Macau, SAR China
Re:Epsium Enterprise Ltd
Amendment No. 3 to Registration Statement on Form F-1
Filed June 25, 2024
File No. 333-276313
Dear Son Tam:
            We have reviewed your amended registration statement and have the following
comment(s).
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our March 5, 2024 letter.
Amendment No. 3 to Registration Statement on Form F-1 filed June 25, 2024
Cover Page
1.We note that disclosure regarding additional cash transfers between the Operating Entity
and Epsium BVI in 2024 has been added to pages 5 and 94. Please revise to disclose these
transfers on the prospectus cover page as well.
Explanatory Note, page i
Your statements here that, "the sales of our Ordinary Shares registered in this registration
statement will result in two offerings by the Registrant taking place concurrently or
sequentially," and on the IPO prospectus cover page that, "The Resale Shareholders are
offering 1,159,534 Ordinary Shares in aggregate to be sold in the offering pursuant to the
Resale Prospectus," are inconsistent with the disclosure on the resale prospectus cover 2.

July 17, 2024
Page 2
page that the resale offering is separate from the IPO and that Resale Shareholders may
only offer shares once the ordinary shares sold in the IPO begin trading on Nasdaq. You
also indicate here that the Resale Shareholders have communicated potential intent to sell
resale shares "immediately after the pricing of the public offering." Please revise
throughout to characterize the primary and resale offerings as separate and to consistently
indicate, if true, that the resale offering may only occur once the IPO has been
consummated and your shares are listed on Nasdaq.
The Offering, page 14
3.Please reconcile your statement that "each of our directors and officers and holders of 5%
or more of our outstanding ordinary shares" are subject to 180-day lock-up provisions
with the disclosure at page 115 that "each of our directors and officers...and any other
holder(s) of the outstanding Ordinary Shares as of the effective date of the Registration
Statement" are subject to such lock-up provisions. If it is accurate that all holders of
outstanding ordinary shares are subject to lock-up arrangements, clarify whether this
includes the Resale Shareholders.
Capitalization, page 47
4.Please tell us how you derived the total capitalization of $9,346,592 in the actual column
as of December 31, 2023, or modify your disclosure as necessary.
Resale Prospectus Alternate Cover Page, page ALT
5.Please revise the alternate cover page of the resale prospectus to include all of the
disclosure responsive to guidance in the Sample Letters to China-Based Companies that is
provided on the cover page of the IPO prospectus.
Resale Shareholders, page ALT-2
6.Revise to disclose the nature of any position, office, or other material relationship which
any Resale Shareholder and/or the persons who have control over the Resale Shareholders
has had within the past three years with the registrant or any of its predecessors or
affiliates. Refer to Item 9.D of Form 20-F.
Exhibit Index, page II-5
7.Prior to effectiveness, please file a revised legal opinion that reflects the updated structure
of the offering, as the form of opinion filed as Exhibit 5.1 does not reflect the shares being
offered in the resale offering and continues to contemplate the issuance of representative
warrants to the underwriter.
Exhibit 23.1 - Consent of TAAD, LLP, page II-5
8.We note your auditor’s consent references their audit report dated June 24, 2023. Please
obtain and file an updated consent that refers to the audit report dated June 25, 2024.
General
We note your addition of the resale prospectus to the registration statement. Please
provide us with a detailed analysis as to why you believe that the resale transaction is
appropriately characterized as a secondary offering, rather than a primary offering in 9.

July 17, 2024
Page 3
which the Resale Shareholders are acting as conduits in a distribution to the public and are
therefore underwriters selling on your behalf. Include the following information in your
analysis:
•Provide additional detail regarding the background and nature of the transactions by
which the Resale Shareholders came to acquire the shares they beneficially own,
including how the price was determined. Confirm whether the Resale Shareholders
are the "two minority shareholders" to which 69 shareholders transferred all of their
shares on June 1, 2023, per page II-1, and if so, explain why such transfers occurred.
•Clarify whether the lead underwriter for the IPO had any role in, or direct or indirect
participation in, facilitating the primary sales of shares to the Resale Shareholders.
•Explain why you elected to include a resale component at this time and how you
determined the number of shares to be sold through the resale offering relative to the
primary offering.
•Explain the nature of the Resale Shareholders' businesses and how and when they
were selected to participate in the resale offering.
•Confirm whether the Resale Shareholders are subject to any type of lock-up or leak-
out arrangement, and if not, explain why that is the case and clarify whether the
underwriter sought to have the Resale Shareholders subject to lock-up provisions.
•Tell us why the underwriter believes it will be able to successfully place the securities
to be sold in the IPO and facilitate the creation of a public market in your securities,
despite the availability of shares that the Resale Shareholders could attempt to offer
and sell into the market once trading commences. In this regard, we note your
disclosure that, "The Resale Shareholders have represented to the Registrant that they
will consider selling some or all of their respective Ordinary Shares registered
pursuant to this registration statement immediately after the pricing of the public
offering, as requested by the underwriters for the public offering in order to create an
orderly, liquid market for the Ordinary Shares." Explain why the underwriters have
"requested" that a market for the ordinary shares be facilitated through the resale
offering rather than solely through the firm commitment IPO.
For guidance, refer to Securities Act Rule Compliance and Disclosure Interpretations
Question 612.09.
            Please contact James Giugliano at 202-551-3319 or Adam Phippen at 202-551-3336 if
you have questions regarding comments on the financial statements and related matters. Please
contact Rebekah Reed at 202-551-5332 or Dietrich King at 202-551-8071 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Laura Hua Lua Hemman, Esq.

CORRESP
1
filename1.htm

Epsium Enterprise
Limited

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

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

June 25, 2024

Via EDGAR

Ms. Rebekah Reed

Mr. Dietrich King

Division of Corporation Finance

Office of Financial Services

U.S. Securities and Exchange Commission

    Re:
    Epsium Enterprise Limited

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

Filed February 23, 2024

CIK No. 0001883437

File No. 333-276313

Dear Ms. Reed and Mr. King:

This letter is in response to the letter dated
March 5, 2024, from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”)
addressed to Epsium Enterprise Limited (the “Company”, “we”, or “our”) relating
to Amendment No. 2 to Registration Statement on Form F-1 filed with the Commission on February 23, 2024 (the “Original Registration
Statement”) in connection with its application for a listing on the Nasdaq Capital Market (the “Proposed Listing”).
For ease of reference, we have recited the Commission’s comments in this response and numbered them accordingly. Amendment No. 3
to the Registration Statement on Form F-1 (“Amendment No. 3”) is being filed to accompany this letter.

Amendment No. 2 to Registration
Statement on Form F-1 filed February 23, 2024

Related Party Transactions

Cash advancements to, and
loans from, shareholders, page 100

We note your disclosure
that there is a “total outstanding balance of US $5,030,288” in cash advancements to Mr. Tam, which is followed by the statement
that a “net amount” of $706 is owed to Mr. Tam by the company. Please clarify whether Mr. Tam currently owes amounts to the
company or whether they have been fully offset and discharged by amounts owed by the company to him. If he no longer owes amounts to the
company, please revise your disclosure to clarify as much. Alternatively, if he does owe amounts to the company, please provide updated
information and tell us how you intend to comply with Section 13(k) of the Securities Exchange Act of 1934. In this regard, we note your
statement on page 100 that, “It is estimated that by the end of October, all loans extended to Mr. Tam will be fully paid off.”

Response:

We note the Staff’s
comments, and respectfully advise that Mr. Tam paid off all amounts owed to the Company as of November 3, 2023. We have revised our disclosure
regarding cash advancements to, and loans from, Mr. Tam accordingly in Amendment No. 3.

We appreciate the assistance the Staff has provided
with its comments. If you have any questions, please do not hesitate to call our counsel, Laura Hemmann, Esq., of iTKG Law LLC, at (650)
799 2061.

    Sincerely,

    /s/ Son I. Tam

    Name:
    Son I. Tam

    Title:
    Chief Executive Officer, Chief Financial Officer, and Chairman

    cc:
    Laura Hemmann, Esq.

    iTKG Law LLC

United States securities and exchange commission logo
March 5, 2024
Son Tam
Chief Executive Officer
Epsium Enterprise Ltd
Alameda Dr. Carlos D’assumpcao
Edf China Civil Plaza 235-243, 14 Andar P
Macau, SAR China
Re:Epsium Enterprise Ltd
Amendment No. 2 to Registration Statement on Form F-1
Filed February 23, 2024
File No. 333-276313
Dear Son Tam:
            We have reviewed your amended registration statement and have the following
comment(s).
            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. 2 to Registration Statement on Form F-1 filed February 23, 2024
Related Party Transactions
Cash advancements to, and loans from, shareholders, page 100
1.We note your disclosure that there is a "total outstanding balance of US $5,030,288" in
cash advancements to Mr. Tam, which is followed by the statement that a "net amount" of
$706 is owed to Mr. Tam by the company. Please clarify whether Mr. Tam currently owes
amounts to the company or whether they have been fully offset and discharged by
amounts owed by the company to him. If he no longer owes amounts to the company,
please revise your disclosure to clarify as much. Alternatively, if he does owe amounts to
the company, please provide updated information and tell us how you intend to comply
with Section 13(k) of the Securities Exchange Act of 1934. In this regard, we note your
statement on page 100 that, "It is estimated that by the end of October, all loans extended
to Mr. Tam will be fully paid off."

 FirstName LastNameSon Tam
 Comapany NameEpsium Enterprise Ltd
 March 5, 2024 Page 2
 FirstName LastName
Son Tam
Epsium Enterprise Ltd
March 5, 2024
Page 2
            Please contact James Giugliano at 202-551-3319 or Adam Phippen at 202-551-3336 if
you have questions regarding comments on the financial statements and related matters. Please
contact Rebekah Reed at 202-551-5332 or Dietrich King at 202-551-8071 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Laura Hua Lua Hemman, Esq.

CORRESP
1
filename1.htm

Epsium Enterprise Limited

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

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

    January 22, 2024

Via
EDGAR

Ms. Rebekah Reed

Mr. Dietrich King

Division of Corporation Finance

Office of Trade & Services

U.S. Securities and Exchange Commission

    Re:
    Epsium Enterprise Limited

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

Submitted December 29, 2023

CIK No. 0001883437

Dear Ms. Reed and Mr. King:

This letter is in response to the letter dated
January 11, 2024, from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”)
addressed to Epsium Enterprise Limited (the “Company”, “we”, or “our”) relating
to the public filing of the draft Registration Statement on Form F-1 with the Commission on December 29, 2023 in connection with its application
for a listing on the Nasdaq Capital Market (the “Proposed Listing”). For ease of reference, we have recited the Commission’s
comments in this response and numbered them accordingly. Amendment No.1 to Draft Registration Statement on Form F-1 (the “Registration
Statement”) is being filed to accompany this letter. Capitalized terms used but not otherwise defined herein shall have the
meanings ascribed to such terms in the Registration Statement.

Registration Statement on Form F-1 filed December 29, 2023

Cover Page

 1. We note your response to comment 2 in our letter dated December 7, 2023 and revised disclosure in the eighth paragraph on the cover
page. Please further revise to specify that it is the “various legal and operational risks” associated with operations in
China, should they become applicable to your operations, that “could result in a material change in [y]our operations and/or
the value of the securities [you] are registering for sale or could significantly limit or completely hinder [y]our ability to offer or
continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless.”

Response:

In response to the Staff’s comments, we revised the
eighth paragraph on the Cover Page of the Registration Statement.

Epsium Enterprise Limited

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

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

Description of Share Capital, page 102

 2. Article 8.21 of the Amended and Restated Memorandum and Articles of Association filed as Exhibit 3.2 states, “Until the consummation
of the Company’s IPO, any action that may be taken by the Members at a meeting may also be taken by a Resolution of Members consented
to in writing...Following the Company’s IPO, any action required or permitted to be taken by the Members of the Company must be
effected by a meeting of the Company...” This appears to conflict with the statement on page 103 that shareholder action “may
be affected by a resolution in writing” and your disclosure on page 108 that shareholders “may approve corporate matters by
way of a written resolution without a meeting...” Please revise this disclosure to reflect the rights regarding action by written
resolution that your shareholders will have upon consummation of the initial public offering.

Response:

In response to the Staff’s comments, we revised the
disclosure in relation to shareholders’ written resolutions under the heading “Voting rights” on page 103 and “Shareholder
action by written consent” on page 108 of the Registration Statement to remove the inconsistency with Article 8.21 of the Amended
and Restated Memorandum and Articles of Association. An amendment is also made to the last sentence of Article 8.21 of the Amended and
Restated Memorandum and Articles of Association, which is filed as Exhibit 3.2 of the Registration Statement.

General

 3. We note your response to prior comments 3 and 6 in our letter dated December 7, 2023 and revised
disclosure indicating your belief that Epsium HK and Luz are compliant with applicable Hong Kong and Macau laws and regulations, respectively.
In this disclosure, you specifically reference Hong Kong and Macau laws and regulations relating to data privacy and unfair competition/anti-monopoly.
Please supplement your cover page disclosure with a statement as to whether and how these particular laws and regulations have or may
impact your ability to conduct business, accept foreign investment, or list on a U.S. or foreign exchange. In your “Risk Factors
Related to Doing Business in Macau,” add a risk factor acknowledging the Hong Kong and Macau laws and regulations that result in
oversight over data security and whether and how this oversight impacts your business and the offering. State in this risk factor, as
you have on the cover page, that you believe Epsium HK and Luz are in compliance with data security laws in Hong Kong and Macau, to the
extent applicable.

Response:

In response to the Staff’s comments, we (i) supplemented
our cover page disclosure with statements as to our belief that laws and regulations relating to data privacy and anti-monopoly in Hong
Kong and Macau, respectively, do not currently have any impact on our ability to conduct business, accept foreign investment, or list
on a U.S. or foreign exchange and (ii) added a risk factor entitled “Risks Factors – Risks Related to Doing Business in
Macau – We are subject to Hong Kong and Macau laws and regulations that are generally applicable to Hong Kong entities and Macau
entities, including Hong Kong and Macau laws and regulations that result in oversight over data security” on page 26 of the
Registration Statement.

    2

Epsium Enterprise Limited

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

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

We appreciate the assistance the Staff has provided
with its comments. If you have any questions, please do not hesitate to call our counsel, Laura Hemmann, Esq., of King & Wood Mallesons
LLP, at (347) 926 7542.

    Sincerely,

    /s/ Son I Tam

    Name:
    Son I Tam

    Title:
    Chief Executive Officer,

Chief Financial Officer, and Chairman

cc: Laura Hemmann, Esq.

King & Wood Mallesons LLP

3

United States securities and exchange commission logo
January 11, 2024
Son Tam
Chief Executive Officer
Epsium Enterprise Ltd
Alameda Dr. Carlos D’assumpcao
Edf China Civil Plaza 235-243, 14 Andar P
Macau, SAR China
Re:Epsium Enterprise Ltd
Registration Statement on Form F-1
Filed December 29, 2023
File No. 333-276313
Dear Son Tam:
            We have reviewed your registration statement and have the following comment(s).
            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-1 filed December 29, 2023
Cover Page
1.We note your response to comment 2 in our letter dated December 7, 2023 and revised
disclosure in the eighth paragraph on the cover page. Please further revise to specify that it
is the "various legal and operational risks" associated with operations in China, should
they become applicable to your operations, that "could result in a material change in
[y]our operations and/or the value of the securities [you] are registering for sale or could
significantly limit or completely hinder [y]our ability to offer or continue to offer
securities to investors and cause the value of such securities to significantly decline or be
worthless."

 FirstName LastNameSon Tam
 Comapany NameEpsium Enterprise Ltd
 January 11, 2024 Page 2
 FirstName LastNameSon Tam
Epsium Enterprise Ltd
January 11, 2024
Page 2
Description of Share Capital, page 102
2.Article 8.21 of the Amended and Restated Memorandum and Articles of Association filed
as Exhibit 3.2 states, "Until the consummation of the Company’s IPO, any action that may
be taken by the Members at a meeting may also be taken by a Resolution of Members
consented to in writing...Following the Company’s IPO, any action required or permitted
to be taken by the Members of the Company must be effected by a meeting of the
Company..." This appears to conflict with the statement on page 103 that shareholder
action "may be affected by a resolution in writing" and your disclosure on page 108 that
shareholders "may approve corporate matters by way of a written resolution without a
meeting..." Please revise this disclosure to reflect the rights regarding action by written
resolution that your shareholders will have upon consummation of the initial public
offering.
General
3.We note your response to prior comments 3 and 6 in our letter dated December 7, 2023
and revised disclosure indicating your belief that Epsium HK and Luz are compliant with
applicable Hong Kong and Macau laws and regulations, respectively. In this disclosure,
you specifically reference Hong Kong and Macau laws and regulations relating to data
privacy and unfair competition/anti-monopoly. Please supplement your cover page
disclosure with a statement as to whether and how these particular laws and regulations
have or may impact your ability to conduct business, accept foreign investment, or list on
a U.S. or foreign exchange. In your "Risk Factors Related to Doing Business in Macau,"
add a risk factor acknowledging the Hong Kong and Macau laws and regulations that
result in oversight over data security and whether and how this oversight impacts your
business and the offering. State in this risk factor, as you have on the cover page, that you
believe Epsium HK and Luz are in compliance with data security laws in Hong Kong and
Macau, to the extent applicable.
            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.

 FirstName LastNameSon Tam
 Comapany NameEpsium Enterprise Ltd
 January 11, 2024 Page 3
 FirstName LastName
Son Tam
Epsium Enterprise Ltd
January 11, 2024
Page 3
            Please contact James Giugliano at 202-551-3319 or Adam Phippen at 202-551-3336 if
you have questions regarding comments on the financial statements and related matters. Please
contact Rebekah Reed at 202-551-5332 or Dietrich King at 202-551-8071 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Laura Hua Lua Hemman, Esq.

CORRESP
1
filename1.htm

Epsium Enterprise Limited

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

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

December 29, 2023

Via
EDGAR

Ms.
Jennie Beysolow

Mr.
Dietrich King

Division
of Corporation Finance

Office
of Financial Services

U.S.
Securities and Exchange Commission

    Re:
    Epsium
    Enterprise Limited

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

Submitted
November 22, 2023

CIK
No. 0001883437

Dear
Ms. Beysolow and Mr. King:

This
letter is in response to the letter dated December 7, 2023, from the staff (the “Staff”) of the U.S. Securities and
Exchange Commission (the “Commission”) addressed to Epsium Enterprise Limited (the “Company”, “we”,
or “our”) relating to the confidential filing of the second amendment to draft Registration Statement on Form F-1
with the Commission on November 22, 2023 (the “Draft Amendment No. 2”) in connection with its application for a listing
on the Nasdaq Capital Market (the “Proposed Listing”). For ease of reference, we have recited the Commission’s
comments in this response and numbered them accordingly. The Registration Statement on Form F-1 (the “Registration Statement”)
is being filed to accompany this letter. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to
such terms in the Registration Statement.

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

Cover
page

 1. We
                                            note your revised disclosure in response to comment 1 in our letter dated August 9, 2023.
                                            Please further revise this disclosure to add that your company structure, which is
                                            comprised of entities in Macau and Hong Kong, involves unique risks to investors. In addition,
                                            please disclose that Chinese regulatory authorities could disallow your company structure,
                                            which would likely result in a material change in your operations and/or a material change
                                            in the value of the securities you are registering for sale, including that it could cause
                                            the value of such securities to significantly decline or become worthless.

Response:

In
response to the Staff’s comments, we revised the relevant disclosure on the Cover Page of the Registration Statement.

    1

 Epsium Enterprise Limited

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

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

 2. We
                                            note your revised disclosure in response to comment 2 in our letter dated August 9, 2023.
                                            Please further revise your discussion in the eighth paragraph on the cover page to disclose
                                            that the various legal and operational risks and uncertainties could result in a material
                                            change in your operations and/or the value of the securities you are registering for sale
                                            or could significantly limit or completely hinder your ability to offer or continue to offer
                                            securities to investors and cause the value of such securities to significantly decline or
                                            be worthless.

Response:

In
response to the Staff’s comments, we revised the relevant disclosure on the Cover Page of the Registration Statement.

 3. We
                                            note your revised disclosure in response to comment 4 in our letter dated August 9, 2023.
                                            Please further revise your disclosure in the fourth paragraph on the cover page, as well
                                            as the related risk factor disclosure, to discuss to what extent the company believes that
                                            it is compliant with the laws/regulations in Hong Kong that have been issued. Please
                                            also provide the same type of disclosure for Macau.

Response:

In
response to the Staff’s comments, we revised the relevant disclosure on the Cover Page of the Registration Statement.

Summary
of Risk Factors

Risks
Related to Doing Business in Macau and Risks Related to the PRC, page 4

 4. We
                                            note your revised disclosure in response to comment 10 in our letter dated August 9, 2023
                                            and reissue. Please revise to expand your disclosure and discuss the risk that due to the
                                            PRC government’s sovereign power over Hong Kong and Macau, the Chinese government may intervene
                                            or influence your operations at any time, or may exert more oversight and control over
                                            offerings conducted overseas and/or foreign investment in China-based issuers and that such
                                            risk 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. In this regard we note your disclosure that if “the PRC government
                                            exercises its sovereign power by adopting new laws, regulations, or policies to exert
                                            oversight and supervision over offerings conducted overseas and/or foreign investment
                                            in Macau-based issuers and to intervene or influence operations in Macau of Macau entities
                                            such as [y]our Macau operating entity, however unlikely in each instance, it may negatively
                                            impact [y]our ability to maintain our current corporate structure, conduct business, accept
                                            foreign investments, list on a U.S. or other foreign exchange. It may also affect [y]our
                                            ability to offer or continue to offer securities to investors and significantly affect the
                                            value of such securities.”

Response:

In
response to the Staff’s comments, we revised and further updated the related disclosure in “Prospectus Summary –
Summary of Risk Factors – Risks Related to Doing Business in Macau and Risks Related to the PRC” on page 4 of the Registration
Statement.

    2

 Epsium Enterprise Limited

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

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

Risk
Factors, page 15

 5. Given
                                            the PRC government’s sovereign power over Hong Kong and Macau and therefore its ability
                                            to have significant oversight and discretion over the conduct and operations of your business,
                                            please revise to describe any material impact that intervention, influence, or control by
                                            the Chinese government has or may have on your business or on the value of your securities.
                                            Highlight separately the risk that the Chinese government may intervene or influence your
                                            operations at any time, which could result in a material change in your operations and/or
                                            the value of your securities. Also, given recent statements by the Chinese government indicating
                                            an intent to exert more oversight and control over offerings that are conducted overseas
                                            and/or foreign investment in China-based issuers, acknowledge the risk that any such action
                                            could significantly limit or completely hinder your ability to offer or continue to offer
                                            securities to investors and cause the value of such securities to significantly decline or
                                            be worthless. We remind you that, pursuant to federal securities rules, the term “control”
                                            (including the terms “controlling,” “controlled by,” and “under
                                            common control with”) means “the possession, direct or indirect, of the power
                                            to direct or cause the direction of the management and policies of a person, whether through
                                            the ownership of voting securities, by contract, or otherwise.

Response:

In
response to the Staff’s comments, we added the relevant disclosure in “Risk Factors – Risks Related to Our Business
and Industry – Our company structure is comprised of a holding company that holds directly or indirectly subsidiary entities in
Hong Kong and Macau. The government of the People’s Republic of China may intervene or influence our company and our company structure,
which presents unique risks and uncertainties that may negatively impact our business, growth, our ability to offer or continue to offer
securities to investors and the value of such securities.” on page 15 of the Registration Statement.

Corporate
History and Structure, page 49

 6. Please
                                            revise to reconcile your disclosure about the applicability of Hong Kong laws to Epsium HK.
                                            In this regard, we note your disclosure that “[a]s a Hong Kong registered entity, Epsium
                                            HK is subject to Hong Kong laws generally applicable to Hong Kong entities, such as Hong
                                            Kong enterprise income tax, data security oversight and antimonopoly laws and regulations;”
                                            however, you disclose on the cover page and on page 4 and 26 that you do not believe that
                                            “Epsium HK’s legal and operational risks in Hong Kong, such as legal and operational
                                            risks associated with Hong Kong data security oversight, anti-monopoly concerns, ability
                                            to conduct business in Hong Kong or accept foreign investment or list on a U.S. or other
                                            foreign exchange, are material to [y]our business, financial condition, results of operations,
                                            prospects, [y]our ability to conduct business in Hong Kong or accept foreign investment operations,
                                            or list on a U.S. or other foreign exchange because Epsium HK does not currently engage in
                                            activities subject to these laws and regulations.”

Response:

In
response to the Staff’s comments, we revised and further updated the related disclosure in “Corporate History and Structure
– Our Corporate History” on page 49 of the Registration Statement.

    3

 Epsium Enterprise Limited

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

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

We
appreciate the assistance the Staff has provided with its comments. If you have any questions, please do not hesitate to call our counsel,
Laura Hemmann, Esq., of King & Wood Mallesons LLP, at (347) 926 7542.

    Sincerely,

    /s/ Son
    I. Tam

    Name:
    Son I. Tam

    Title:
    Chief Executive Officer,

Chief Financial Officer, and Chairman

cc:
Laura Hemmann, Esq.

King
& Wood Mallesons LLP

4

United States securities and exchange commission logo
December 7, 2023
Son Tam
Chief Executive Officer
Epsium Enterprise Ltd
Alameda Dr. Carlos D’assumpcao
Edf China Civil Plaza 235-243, 14 Andar P
Macau, SAR China
Re:Epsium Enterprise Ltd
Amendment No. 2 to
Draft Registration Statement on Form F-1
Submitted November 22, 2023
CIK No. 0001883437
Dear Son Tam:
            We have reviewed your amended draft registration statement and have the following
comments.
            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 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 the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional comments.
Amendment No. 2 to Draft Registration Statemetn on Form F-1
Cover page
1.We note your revised disclosure in response to comment 1 in our letter dated August 9,
2023. Please further revise this disclosure to add that your company structure, which is
comprised of entities in Macau and Hong Kong, involves unique risks to investors. In
addition, please disclose that Chinese regulatory authorities could disallow your company
structure, which would likely result in a material change in your operations and/or a
material change in the value of the securities you are registering for sale, including that it
could cause the value of such securities to significantly decline or become worthless.

 FirstName LastNameSon Tam
 Comapany NameEpsium Enterprise Ltd
 December 7, 2023 Page 2
 FirstName LastName
Son Tam
Epsium Enterprise Ltd
December 7, 2023
Page 2
2.We note your revised disclosure in response to comment 2 in our letter dated August 9,
2023. Please further revise your discussion in the eighth paragraph on the cover page to
disclose that the various legal and operational risks and uncertainties could result in a
material change in your operations and/or the value of the securities you are registering
for sale or could significantly limit or completely hinder your ability to offer or continue
to offer securities to investors and cause the value of such securities to significantly
decline or be worthless.
3.We note your revised disclosure in response to comment 4 in our letter dated August 9,
2023. Please further revise your disclosure in the fourth paragraph on the cover page, as
well as the related risk factor disclosure, to discuss to what extent the company believes
that it is compliant with the laws/regulations in Hong Kong that have been issued. Please
also provide the same type of disclosure for Macau.
Summary of Risk Factors
Risks Related to Doing Business in Macau and Risks Related to the PRC, page 4
4.We note your revised disclosure in response to comment 10 in our letter dated August 9,
2023 and reissue. Please revise to expand your disclosure and discuss the risk that due to
the PRC government's sovereign power over Hong Kong and Macau, the Chinese
government may intervene or influence your operations at any time, or may exert more
oversight and control over offerings conducted overseas and/or foreign investment in
China-based issuers and that such risk 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. In this regard we note your disclosure
that if "the PRC government exercises its sovereign power by adopting new laws,
regulations, or policies to exert oversight and supervision over offerings conducted
overseas and/or foreign investment in Macau-based issuers and to intervene or influence
operations in Macau of Macau entities such as [y]our Macau operating entity, however
unlikely in each instance, it may negatively impact [y]our ability to maintain our current
corporate structure, conduct business, accept foreign investments, list on a U.S. or other
foreign exchange. It may also affect [y]our ability to offer or continue to offer securities to
investors and significantly affect the value of such securities."
Risk Factors, page 15
5.Given the PRC government’s sovereign power over Hong Kong and Macau and therefore
its ability to have significant oversight and discretion over the conduct and operations of
your business, please revise to describe any material impact that intervention, influence, or
control by the Chinese government has or may have on your business or on the value of
your securities. Highlight separately the risk that the Chinese government may intervene
or influence your operations at any time, which could result in a material change in your
operations and/or the value of your securities. Also, given recent statements by the
Chinese government indicating an intent to exert more oversight and control over

 FirstName LastNameSon Tam
 Comapany NameEpsium Enterprise Ltd
 December 7, 2023 Page 3
 FirstName LastName
Son Tam
Epsium Enterprise Ltd
December 7, 2023
Page 3
offerings that are conducted overseas and/or foreign investment in China-based issuers,
acknowledge the risk that any such action could significantly limit or completely hinder
your ability to offer or continue to offer securities to investors and cause the value of such
securities to significantly decline or be worthless. We remind you that, pursuant to federal
securities rules, the term “control” (including the terms “controlling,” “controlled by,” and
“under common control with”) means “the possession, direct or indirect, of the power to
direct or cause the direction of the management and policies of a person, whether through
the ownership of voting securities, by contract, or otherwise
Corporate History and Structure, page 49
6.Please revise to reconcile your disclosure about the applicability of Hong Kong laws to
Epsium HK. In this regard, we note your disclosure that "[a]s a Hong Kong registered
entity, Epsium HK is subject to Hong Kong laws generally applicable to Hong Kong
entities, such as Hong Kong enterprise income tax, data security oversight and anti-
monopoly laws and regulations;" however, you disclose on the cover page and on page 4
and 26 that you do not believe that "Epsium HK’s legal and operational risks in Hong
Kong, such as legal and operational risks associated with Hong Kong data security
oversight, anti-monopoly concerns, ability to conduct business in Hong Kong or accept
foreign investment or list on a U.S. or other foreign exchange, are material to [y]our
business, financial condition, results of operations, prospects, [y]our ability to conduct
business in Hong Kong or accept foreign investment operations, or list on a U.S. or other
foreign exchange because Epsium HK does not currently engage in activities subject to
these laws and regulations."
            Please contact James Giugliano at 202-551-3319 or Adam Phippen at 202-551-3336 if
you have questions regarding comments on the financial statements and related matters. Please
contact Jennie Beysolow at 202-551-8108 or Dietrich King at 202-551-8071 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Laura Hua Lua Hemman, Esq.

United States securities and exchange commission logo
October 17, 2023
Son Tam
Chief Executive Officer
Epsium Enterprise Ltd
Alameda Dr. Carlos D’assumpcao
Edf China Civil Plaza 235-243, 14 Andar P
Macau, SAR China
Re:Epsium Enterprise Ltd
Amendment No. 1 to
Draft Registration Statement on Form F-1
Submitted September 28, 2023
CIK No. 0001883437
Dear Son Tam:
            We have reviewed your amended draft registration statement and have the following
comments.
            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 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 the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional comments.
Amendment No. 1 to Draft Registration Statement on Form F-1 submitted September 28, 2023
Cover Page
1.We note your response to comment 5. Please revise the cover page, as you do on page 4,
to quantify distributions that have been made to date between the holding company and its
subsidiaries, including the three cash transfers between the Company and the operating
entity, during the fiscal years ended 2022, and 2021; and discuss whether there are
limitations on your ability to transfer cash between you, your subsidiaries, or investors.
Provide cross-references to the condensed consolidating schedule and the consolidated
financial statements.

 FirstName LastNameSon Tam
 Comapany NameEpsium Enterprise Ltd
 October 17, 2023 Page 2
 FirstName LastName
Son Tam
Epsium Enterprise Ltd
October 17, 2023
Page 2
Recent greater oversight by the Cyberspace Administration of China..., page 28
2.We note your response to comment 16. Please revise your discussion of the possible
ramifications if you did become subject to cybersecurity review by the CAC to include
that you could incur material costs to ensure compliance, be subject to fines, experience
devaluation of securities or delisting, no longer conduct offerings to foreign investors, and
no longer be permitted to continue current business operations.
Consolidated Financial Statements
13. Subsequent Events, page F-17
3.Please tell us your basis for presenting unaudited as opposed to audited disclosure
referencing authoritative literature supporting your determination.  Please also explain
why the Audit Report on page F-2 is dual dated with September 28, 2023 referencing
Note 8 rather than Note 13.
General
4.We note your response to comments 1, 2, 4, 8, 10, and 15, and we reissue those
comments. Please revise your draft registration statement accordingly. In this regard, we
note that Macau is a Special Administrative Region of the People's Republic of China and,
as such, it has a special legal status within the People's Republic of China, and it has
unique local laws. Notwithstanding its special legal status and unique laws, Macau is,
nevertheless, a constituent part of the People’s Republic of China. As such, we believe
you are a China-based company and should provide disclosures consistent with our
Sample Letter to Companies Regarding China-Specific Disclosures, dated July 17, 2023,
which is available on our website.
            Please contact James Giugliano at 202-551-3319 or Adam Phippen at 202-551-3336 if
you have questions regarding comments on the financial statements and related matters. Please
contact Jennie Beysolow at 202-551-8108 or Dietrich King at 202-551-8071 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Laura Hua Lua Hemman, Esq.

United States securities and exchange commission logo
August 9, 2023
Son Tam
Chief Executive Officer
Epsium Enterprise Ltd
Alameda Dr. Carlos D’assumpcao
Edf China Civil Plaza 235-243, 14 Andar P
Macau, SAR China
Re:Epsium Enterprise Ltd
Draft Registration Statement on Form F-1
Submitted July 17, 2023
CIK No. 0001883437
Dear Son Tam:
            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 do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form F-1 submitted July 17, 2023
Cover page
1.We note your disclosure that although you believe your corporate structure is stable
without any interference from current applicable laws in PRC, Hong Kong, or Macau, you
"face risks and uncertainties associated with the complex and evolving PRC laws and
regulations and the economic conditions of the PRC because [y]our business operations
rely on the economic growth of the PRC and the smooth functioning of the PRC
commercial participants in [y]our industry." Please revise to disclose that this structure
involves unique risks to investors and acknowledge that Chinese regulatory authorities
could disallow this structure, which would likely result in a material change in your

 FirstName LastNameSon Tam
 Comapany NameEpsium Enterprise Ltd
 August 9, 2023 Page 2
 FirstName LastNameSon Tam
Epsium Enterprise Ltd
August 9, 2023
Page 2
operations and/or a material change in the value of the securities you are registering for
sale, including that it could cause the value of such securities to significantly decline or
become worthless. Provide a cross-reference to your detailed discussion of risks facing the
company and the offering as a result of this structure.
2.Please revise your disclosure about the various legal and operational risks and
uncertainties relating to your operations in Macau to make clear whether these risks could
result in a material change in your operations and/or the value of the securities you are
registering for sale or could significantly limit or completely hinder your ability to offer or
continue to offer securities to investors and cause the value of such securities to
significantly decline or be worthless. Your disclosure should address how recent
statements and regulatory actions by China’s government, such as those related to data
security or anti-monopoly concerns, have or may impact your ability to conduct business,
accept foreign investments, or list on a U.S. or other foreign exchange. Your prospectus
summary should address, but not necessarily be limited to, the risks highlighted on the
prospectus cover page.
3.Please revise to more clearly disclose how you will refer to the holding company and
subsidiaries. In this regard, we note your disclosure on the cover that references
to "Epsium” or “Epsium BVI” are to EPSIUM ENTERPRISE LIMITED; and “we”, “us”,
“our Company”, “the Company”, or “our” are to Epsium HK and its subsidiaries.
However, on page ii, you state that “we”, “us”, “our company”, or “our” are to EPSIUM
ENTERPRISE LIMITED, together as a group with its subsidiaries.
4.We note that you have operations located in Hong Kong. Please discuss in future filings,
the applicable laws and regulations in Hong Kong as well as the related risks and
consequences. Examples of applicable laws and regulations include, but are not limited to:
•Enforceability of civil liabilities in Hong Kong;
•China’s Enterprise Tax Law ("EIT Law");
•Regulatory actions related to data security or anti-monopoly concerns in Hong Kong
and their potential impact on your ability to conduct business, accept foreign
investment or list on a U.S./foreign exchange; and
•Risk factor disclosure explaining whether there are laws/regulations in Hong Kong
that result in oversight over data security, how this oversight impacts the company’s
business, and to what extent the company believes that it is compliant with the
regulations or policies that have been issued.
5.We note your disclosure about how cash is transferred throughout the organization. Please
revise to provide examples of the "intra-group transactions," by way of which you state
cash is transferred through your organization. Quantify any transfers, dividends, or
distributions that have been made to date between the holding company and its
subsidiaries, including the three cash transfers between the Company and the operating
entity during the fiscal years ended 2022, and 2021. Discuss whether there are limitations
on your ability to transfer cash between you, your subsidiaries, or investors. In addition,
please amend your disclosure here and in the summary risk factors and risk factors

 FirstName LastNameSon Tam
 Comapany NameEpsium Enterprise Ltd
 August 9, 2023 Page 3
 FirstName LastNameSon Tam
Epsium Enterprise Ltd
August 9, 2023
Page 3
sections to state that, to the extent cash or assets in the business is in the PRC/Hong Kong
or a PRC/Hong Kong entity, the funds or assets may not be available to fund operations
or for other use outside of the PRC/Hong Kong due to interventions in or the imposition of
restrictions and limitations on the ability of you or your subsidiaries by the PRC
government to transfer cash or assets. On the cover page, provide cross-references to each
of these other discussions in the prospectus summary, summary risk factors and risk
factors.
6.Please revise here to state, as you do on page 5, that there are no specific cash
management policies and procedures in place that dictate how funds are transferred
through your organization. Provide a cross-reference on the cover page to the discussion
of this issue in the prospectus summary.
7.We note your disclosure that you will be a "controlled company" and that Mr. Son I Tam,
your Chief Executive Officer, Chief Financial Officer, chairman of the Board of Directors,
and principal shareholder, and his affiliates own and hold more than 50% of your
outstanding Ordinary Shares. Please also disclose Mr. Tam's ability to control matters
requiring shareholder approval, including the election of directors, amendment of
organizational documents, and approval of major corporate transactions, such as a change
in control, merger, consolidation, or sale of assets. Make conforming changes throughout
the document and expand your risk factors disclosure on page 36 to acknowledge the risks
to shareholders that arise from this control, including the anti-takeover effects of this
ownership.
About this Prospectus
Conventions that Apply to this Prospectus, page ii
8.We note that your definition of China or the PRC excludes the special administrative
regions of Hong Kong, Macau, and Taiwan and your disclosure that reference to laws and
regulations of China or the PRC are only to such laws and regulations of mainland
China. Please revise here or elsewhere in this prospectus, as applicable, to disclose that the
same legal and operational risks associated with operations in China
also apply to operations in Hong Kong/Macau.
Prospectus Summary, page 1
9.We note your diagram of the company’s corporate structure, identifying the person or
entity that owns the equity in each depicted entity. Please revise to identify clearly the
entity in which investors are purchasing their interest. Describe the relevant contractual
agreements, if any, between the entities, including those that affect the manner in which
you operate, impact your economic rights, or impact your ability to control your
subsidiaries. Disclose the uncertainties regarding the challenges the company may face
enforcing any such contractual agreements due to legal uncertainties and jurisdictional
limits. Identify clearly the entity(ies) in which the company’s operations are conducted.

 FirstName LastNameSon Tam
 Comapany NameEpsium Enterprise Ltd
 August 9, 2023 Page 4
 FirstName LastNameSon Tam
Epsium Enterprise Ltd
August 9, 2023
Page 4
Summary of Risk Factors
Risks Related to the PRC and Risks Related to Doing Business in Macau, page 4
10.Please revise to expand your disclosure and discuss the risk that the Chinese government
may intervene or influence your operations at any time, or may exert more control over
offerings conducted overseas and/or foreign investment in China-based issuers, which
could result in a material change in your operations and/or the value of the securities you
are registering for sale. Acknowledge any risks that any actions by the Chinese
government to exert more oversight and control over offerings that are conducted overseas
and/or foreign investment in China-based issuers could significantly limit or completely
hinder your ability to offer or continue to offer securities to investors and cause the value
of such securities to significantly decline or be worthless.
Cash Flow through Organization, page 5
11.Please revise to expand your disclosure about restrictions on your ability to transfer cash
between entities, across borders, and to U.S. investors, including any restrictions on
foreign exchange.
Any significant disruption or interruption in the supply chain may adversely affect the Operating
Entity..., page 14
12.Please revise to update your risks characterized as potential if recent supply chain
disruptions have impacted your operations. In this regard, we note your disclosure on page
49 indicating that during 2022, the COVID-19 pandemic impacted supply chains and
global financial markets and that governments have imposed laws that impacted the
Operating Entity’s operations, financial condition and demand for its products, but also
impacted the Operating Entity’s overall ability to react quickly enough to mitigate the
impact of these laws and regulations. In addition, expand your disclosure to explain
whether any mitigation efforts introduce new material risks, including those related to
product quality, reliability, or regulatory approval of products.
Risk Factors, page 14
13.We note your risk factors on page 19 regarding your reliance on three major suppliers.
You state that "[b]ecause of this, [you] may not be able to find replacements or
immediately transition to alternative suppliers in the event [you] need to do so;" and that
"[i]f [you] lose one or more of the suppliers, [y]our operation may be disrupted, and the
results of operations may be adversely and materially impacted;" and "[i]f [you] are
unable to source products or services at favorable prices, [y]our net revenues and gross
profit margins may be materially and adversely affected." However, you also state
that "due to the abundance of competitive suppliers, [you] would be able to find a suitable
replacement in a timely manner if [you] were to lose any of [y]our existing
suppliers." Please revise these disclosures to resolve the apparent inconsistency and to
clarify the extent to which you are substantially dependent on any contract associated with

 FirstName LastNameSon Tam
 Comapany NameEpsium Enterprise Ltd
 August 9, 2023 Page 5
 FirstName LastNameSon Tam
Epsium Enterprise Ltd
August 9, 2023
Page 5
your operations. If you are so dependent, please file any such agreements as exhibits.
Refer to Item 601(b)(10) of Regulation S-K.
14.We note your disclosure on page 3 that "[f]or the fiscal years 2020, 2021, and 2022, sales
to [y]our major customers accounted for 45.2%, 47.9%, and 48.8% of our total revenues,
respectively." To the extent you are materially dependent on these clients, please describe
the material terms of these agreements and file them as exhibits or tell us why you are not
required to do so. Refer to Part 1, Item 4 of Form F-1 and Part 1, Item 4.B.6 of Form 20-F.
Also, provide risk factor disclosure on your dependence on a limited number of
customers, if applicable. Refer to Item 3 of Form F-1.
Uncertainties with respect to the PRC legal system could materially and adversely affect us...,
page 26
15.Please revise your discussion about the PRC government's significant oversight and
discretion over the conduct of your business to describe any material impact that
such intervention or control has or may have on the value of your securities. We remind
you that, pursuant to federal securities rules, the term “control” (including the terms
“controlling,” “controlled by,” and “under common control with”) means “the possession,
direct or indirect, of the power to direct or cause the direction of the management and
policies of a person, whether through the ownership of voting securities, by contract, or
otherwise.
Recent greater oversight by the Cyberspace Administration of China..., page 28
16.You state that "[t]here remains uncertainty as to how the Cybersecurity Review Measures
and the Security Administration Draft will be interpreted or implemented and whether the
PRC regulatory agencies, including the CAC, may adopt new laws, regulations, rules, or
detailed implementation and interpretation related to the Cybersecurity Review Measures
and the Security Administration Draft." This uncertainty seems to conflict with your
statement without qualification that neither you "nor the operating entity is subject to
cybersecurity review by the CAC." Please revise or advise. Make conforming changes on
the cover page where you provide similar disclosure.
Enforceability of Civil Liabilities, page 41
17.Please revise to clarify the location of your directors, officers or members of senior
management. Identify the individuals located in the PRC/Hong Kong.
Management's Discussion and Analysis of Financial Condition and Results of Operation
Liquidity and Capital Resources, page 52
18.To the extent material to an understanding of your liquidity, please discuss here your
related party loans and, if applicable, address the potential risks and consequences of such
loans on your liquidity. In this regard, we note disclosure on page 93 about various cash
advancements to, and loans from, Mr. Tam that were conducted without contracts and

 FirstName LastNameSon Tam
 Comapany NameEpsium Enterprise Ltd
 August 9, 2023 Page 6
 FirstName LastName
Son Tam
Epsium Enterprise Ltd
August 9, 2023
Page 6
have been interest-free with no repayment terms. We also note the general prohibition on
loans to executives under Section 13(k) of the Securities Exchange Act of 1934.
Epsium Enterprise Limited Consolidated Financial Statements
2. Summary of Significant Accounting Policies
Revenue Recognition, page F-9
19.Your disclosure on page 69 of the "Business" section of the filing indicates that you
import and sell a broad range of premium beverages, primarily alcoholic beverages and in
2022 a small quantity of tea and fruit juice.  You also indicate that the alcoholic beverages
you sell include Chinese liquor, French Cognac, Scottish Whiskey, fine wine, Champagne
and other miscellaneous beverage alcohol.  Please revise the notes to your financial
statements to disclose revenues associated with each of your principal products or group
of similar products for each period presented in your financial statements or explain why
you do not believe this is required.  Refer to the guidance in ASC 280-10-50-40.
13. Subsequent Events, page F-17
20.Please revise the notes to your audited financial statements to disclose the nature and
significant terms of the related party transactions with Mr. Tam, your Chief Executive
officer and Chief Financial Officer during 2023 as described on page 93 under the heading
"Related Party T