SecProbe.io

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GD Culture Group Limited

111 Town Square Place, Suite #1203

Jersey City, NJ 07310

T: +1-347-2590292

March 16, 2026

VIA EDGAR

U.S. Securities & Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street, NE

Washington, D.C. 20549

Attn: Kate Beukenkamp

    Re:
    GD Culture Group Ltd

    Registration Statement on Form S-3

    Filed January 26, 2026

    File No. 333-292934

Dear Ms. Beukenkamp:

Pursuant to Rule 461 of the General Rules and
Regulations under the Securities Act of 1933, as amended, GD Culture Group Ltd hereby requests acceleration of effectiveness of the above
referenced Registration Statement on Form S-3 (File No. 333-292934) so that it will become effective at 4:30 p.m. ET on Wednesday, March
18, 2026, or as soon as thereafter practicable.

    Very truly yours,

    /s/ Xiao Jian Wang

    Xiao Jian Wang

    Chief Executive Officer

    cc:
    McLaughlin & Stern, LLP

January 28, 2026
Xiao Jian Wang
Chief Executive Officer
GD Culture Group Ltd
111 Town Square Place, Suite #1203
Jersey City, NJ 07310
Re:GD Culture Group Ltd
Registration Statement on Form S-3
Filed January 26, 2026
File No. 333-292934
Dear Xiao Jian Wang:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Kate Beukenkamp at 202-551-3861 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Zhaocong "Richard" Xu

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GD CULTURE
GROUP LIMITED

22F - 810 Seventh Avenue,

New York, NY 10019

August 16, 2024

VIA EDGAR

Division of Corporation Finance

Office of Trade & Services

U.S. Securities Exchange Commission

100 F Street, NE

Washington, D.C., 20549

    Attn:
    Ms. Jenna Hough

    Re:
    GD Culture Group Limited

    Registration Statement on Form S-3 (File No.  333-279141)

    Request for Acceleration of Effectiveness

Dear Ms. Hough:

In accordance with Rule 461
of the General Rules and Regulations under the Securities Act of 1933, as amended, GD Culture Group Limited hereby requests that
the effectiveness of the above-referenced Registration Statement on Form S-3 be accelerated to and that the Registration Statement
become effective at 4:30 p.m., Eastern Time, on August 20, 2024, or as soon thereafter as practicable.

    GD Culture Group Limited

    /s/ Xiao Jian Wang

    Name:
    Xiao Jian Wang

    Title:
    Chief Executive Officer

August 5, 2024
Xiao Jian Wang
Chief Executive Officer
GD Culture Group Limited
22F - 810 Seventh Avenue
New York, NY 10019
Re:GD Culture Group Limited
Form 10-K for the Fiscal Year Ended December 31, 2023
File No. 001-37513
Dear Xiao Jian Wang:
            We have completed our review of your filings. We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Jason Ye

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GD Culture Group Ltd

22F - 810 Seventh Avenue,

New York, NY 10019

July 31, 2024

Via EDGAR

Division of Corporation Finance

Office of Trade & Services

U.S. Securities Exchange Commission

    Attn:

    Ms. Nasreen Mohammed

    Mr. Adam Phippen

    Ms. Jenna Hough

    Ms. Taylor Beech

    Re:

    GD Culture Group Limited

    Amendment No. 2 to Form 10-K for the Fiscal
    Year Ended December 31, 2023

    Filed July 22, 2024

    File No. 001-37513

Dear Ms. Mohammed, Mr. Phippen, Ms. Hough and Ms. Beech

We submit this letter to the Staff of the United
States Securities and Exchange Commission (the “Commission”) with respect to the above referenced Form 10-K filed with the
Commission on July 22, 2024 by GD Culture Group Ltd (the “Company,” “we,” and “our”). For ease of
reference, we have recited the Commission’s comment in this response.

Amendment No. 2 to Annual Report on Form 10-K
for the Fiscal Year Ended December 31, 2023

General

    1.
    We note your disclosure in response to comment 1 and throughout your filing you state that you were “advised by” counsel regarding your conclusions on the applicability of certain PRC regulations. Please provide proposed disclosure for future filings that clarifies whether or not you have relied on the opinion of counsel, and if not, explain why.

RESPONSE: We note the Staff’s comment
and respectfully advise the Staff that we will disclose in future filings that the conclusions on the applicability of certain PRC regulations
are “based on the opinion of our PRC counsel, Junjin Law Firm.”

We hope the above response has addressed all of
the Staff’s concerns relating to the comment letter. Should you have additional questions regarding the information contained herein,
please contact our securities counsel William S. Rosenstadt, Esq., or Jason Ye, Esq. of Ortoli Rosenstadt LLP at wsr@orllp.legal, or jye@orllp.legal.

    GD Culture Group Limited

    /s/ Xiao Jian Wang

    Name:
    Xiao Jian Wang

    Title:
    Chief Executive Officer

July 30, 2024
Xiao Jian Wang
Chief Executive Officer
GD Culture Group Limited
22F - 810 Seventh Avenue
New York, NY 10019
Re:GD Culture Group Limited
Amendment No. 2 to Form 10-K for the Fiscal Year Ended December 31, 2023
Filed July 22, 2024
File No. 001-37513
Dear Xiao Jian Wang:
            We have reviewed your filing and have the following comment(s).
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Amendment No. 2 to Annual Report on Form 10-K for the Fiscal Year Ended December 31, 2023
General
1.We note your disclosure in response to comment 1 and throughout your filing you state
that you were "advised by" counsel regarding your conclusions on the applicability of
certain PRC regulations. Please provide proposed disclosure for future filings that clarifies
whether or not you have relied on the opinion of counsel, and if not, explain why.

July 30, 2024
Page 2
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Nasreen Mohammed at 202-551-3773 or Adam Phippen at 202-551-3336
if you have questions regarding comments on the financial statements and related matters. Please
contact Jenna Hough at 202-551-3063 or Taylor Beech at 202-551-4515 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Jason Ye

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GD Culture Group Ltd

22F - 810 Seventh Avenue,

New York, NY 10019

July 22, 2024

Via EDGAR

Division of Corporation Finance

Office of Trade & Services

U.S. Securities Exchange Commission

Attn: Ms. Jenna Hough

    Re:

    GD Culture Group Ltd

    Amendment 1 to Form 10-K for the Fiscal Year
    Ended December 31, 2023

    Filed July 8, 2024

    File No. 001-37513

Dear Ms. Hough,

We submit this letter to the Staff of the United
States Securities and Exchange Commission (the “Commission”) with respect to the above referenced Amendment 1 to Form 10-K
for the Fiscal Year Ended December 31, 2023 by GD Culture Group Ltd (the “Company,” “we,” and “our”).
For ease of reference, we have recited Commission’s comments in this response and numbered them accordingly. On the date hereof,
we have submitted an amended Form 10-K (the “Amended Form 10-K”) to accompany this letter.

Amendment 1 to Form 10-K submitted July 8,
2024

Overview, page 1

    1.
    We note your disclosure that you “have received all requisite permissions or approvals and no permissions or approvals have been denied,” yet you do not list each permission or approval that you are required to obtain. Please revise to include such disclosure.

RESPONSE: We note the Staff’s comment
and respectfully advise the Staff that we have revised the disclosure on page 3, 21, 39, 43 and 45 of the Amended Form 10-K accordingly.

Item 1. Business

Summary of Financial Position and Cash Flows
of GD Culture Group Limited, its subsidiaries and the VIEs, page 7

    2.
    We note your response to prior comment 4, and reissue the comment in part. The schedule does not disaggregate the cash flows for the years ended December 31, 2022 and 2023. Also, your schedule does not have a separate column to disaggregate the WFOEs that are the primary beneficiary of the VIEs. Lastly, your schedule does not disaggregate intercompany amounts, such as separate line items for intercompany receivables and investment in subsidiary. Please revise accordingly.

RESPONSE: We note the Staff’s comment
and respectfully advise the Staff that we have revised the schedule starting from page 8  of the Amended Form 10-K accordingly.

    3.
    The net loss in the year ended December 31, 2022 condensed results of operations does not agree with the audited results of operations. Please revise for consistency.

RESPONSE: We note the Staff’s comment
and respectfully advise the Staff that we have revised the number in the schedule accordingly.

Recent Regulatory Developments, page 9

    4.
    We note your response to comment 5 and reissue in part. While you respond that the definition of the PRC has been revised to include Hong Kong, the definition of the PRC in your annual report still excludes Hong Kong. Please revise accordingly.

RESPONSE: We note the Staff’s comment
and respectfully advise the Staff that we have revised the definition on page ii of the Amended Form 10-K accordingly.

Asset Transfer between our Company and our
Subsidiaries, page 11

    5.
    We note your revised disclosure pursuant to comment 6 and reissue in part. Please revise to provide a description of how cash is transferred through your organization. While we note that you do not currently have VIE agreements, a VIE structure was used during this reporting period. As such, please disclose your intentions to distribute, or disclose if you have distributed, earnings or settled amounts owed under the VIE agreements. If you do not have intentions to or have not, please affirmatively state so. In addition, state whether or not there were any cash transfers to or from the VIEs during the reporting period. In this regard, your disclosure only speaks to GDC and its subsidiaries.

RESPONSE: We note the Staff’s
comment and respectfully advise the Staff that we have revised the disclosure starting from page 12 of the Amended Form 10-K
accordingly.

We hope the above response has addressed all of
the Staff’s concerns relating to the comment letter. Should you have additional questions regarding the information contained herein,
please contact our securities counsel William S. Rosenstadt, Esq., or Jason Ye, Esq. of Ortoli Rosenstadt LLP at wsr@orllp.legal, or jye@orllp.legal.

    GD Culture Group Ltd

    /s/ Xiao Jian Wang

    Name:
    Xiao Jian Wang

    Title:
    Chief Executive Officer

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GD Culture Group Ltd

22F - 810 Seventh Avenue,

New York, NY 10019

July 19, 2024

Via EDGAR

Division of Corporation Finance

Office of Trade & Services

U.S. Securities Exchange Commission

Attn: Ms. Jenna Hough

    Re:

    GD Culture Group Ltd

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

    Filed June 21, 2024

    File No. 333-279141

Dear Ms. Hough,

We submit this letter to the Staff of the United
States Securities and Exchange Commission (the “Commission”) with respect to the above referenced Amendment No. 1 to Registration
Statement on Form S-3 submitted to the Commission on June 21, 2024 by GD Culture Group Ltd (the “Company,” “we,”
and “our”). For ease of reference, we have recited Commission’s comments in this response and numbered them accordingly.
On the date hereof, we have submitted an amended registration statement on Form S-3 (the “Amended Registration Statement”)
to accompany this letter.

Amendment No. 1 to Registration Statement on
Form S-3 submitted June 21, 2024

Prospectus Summary, page 1

    1.
    We note your revised disclosure pursuant to comment 2 and reissue in part. Please provide a summary risk factor regarding the risk (detailed in the first risk factor of the Risk Factors section) 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.

RESPONSE: We note the Staff’s comment
and respectfully advise the Staff that we have revised the summary of risk factors on page 20 of the Amended Registration Statement accordingly.

Governmental Regulations in the PRC, page 13

    2.
    We note your revised disclosure pursuant to comment 7 and reissue in part. Where you state that you are not subject to cyber security review by the CAC, disclose whether you relied on the opinion of counsel to reach that conclusion and, if so, name counsel and file the consent of counsel as an exhibit and, if not, state that is the case and explain why. In addition, please disclose each permission and approval that you or your subsidiaries are required to obtain from Chinese authorities to operate your business. State whether you have received all such requisite permissions or approvals to operate your business and whether any such permissions or approvals have been denied. Please also describe the consequences to you and your investors if you or your subsidiaries: (i) do not receive or maintain all such required permissions or approvals to operate your business, (ii) inadvertently conclude that such permissions or approvals are not required, or (iii) applicable laws, regulations, or interpretations change and you are required to obtain such permissions or approvals in the future.

RESPONSE: We note the
Staff’s comment and respectfully advise the Staff that we have revised the related Governmental Regulations in the PRC on
pages 14 and 20 of the Amended Registration Statement accordingly.

Risk Factors, page 21

    3.
    We note your response to comment 8 and understand that you do not currently utilize a VIE structure. However, as it appears that you used such a structure through part of last year, we reissue the comment. Please include a risk factor describing the material risks associated with unwinding a VIE structure, such as tax liabilities or other consequences. If you continue to believe that there are no such material risks, please tell us supplementally why that is the case.

RESPONSE: We note the Staff’s comment
and respectfully advise the Staff that we added a risk factor that “The unwinding and disposal of our previous VIE structure may
not be liability-free and we may be seemed to be in violation of PRC laws regulating our industry and operations” on page 36 of
the Amended Registration Statement.

General

    4.
    Please confirm your understanding that we will not be in a position to declare your Form S-3 effective until all outstanding comments regarding your Form 10-K for the fiscal year ended December 31, 2023 have been resolved. Also to the extent applicable, ensure that revisions made to your annual report are made to your Form S-3, and vice-versa.

RESPONSE: We note the Staff’s comment
and respectfully advise the Staff that we confirm we understand that the Staff will not be in a position to declare our Form S-3 effective
until all outstanding comments regarding our Form 10-K for the fiscal year ended December 31, 2023 have been resolved. We also confirm
that revisions made to our annual report have been made to our Form S-3, and vice-versa.

We hope the above response has addressed all of
the Staff’s concerns relating to the comment letter. Should you have additional questions regarding the information contained herein,
please contact our securities counsel William S. Rosenstadt, Esq., or Jason Ye, Esq. of Ortoli Rosenstadt LLP at wsr@orllp.legal, or jye@orllp.legal.

    GD Culture Group Ltd

    /s/ Xiao Jian Wang

    Name:
    Xiao Jian Wang

    Title:
    Chief Executive Officer

July 16, 2024
Xiao Jian Wang
Chief Executive Officer
GD Culture Group Limited
22F - 810 Seventh Avenue
New York, NY 10019
Re:GD Culture Group Limited
Amendment 1 to Form 10-K for the Fiscal Year Ended December 31, 2023
File No. 001-37513
Dear Xiao Jian Wang:
            We have reviewed your July 8, 2024 response to our comment letter and have the
following comment(s).
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments. Unless we
note otherwise, any references to prior comments are to comments in our June 5, 2024 letter.
Amendment No. 1 to Form 10-K filed July 8, 2024
Overview, page 1
1.We note your disclosure that you "have received all requisite permissions or approvals
and no permissions or approvals have been denied," yet you do not list each permission or
approval that you are required to obtain. Please revise to include such disclosure.
Item 1. Business
Summary of Financial Position and Cash Flows of GD Culture Group Limited, its subsidiaries
and the VIEs, page 7
2.We note your response to prior comment 4, and reissue the comment in part. The schedule
does not disaggregate the cash flows for the years ended December 31, 2022 and 2023.
Also, your schedule does not have a separate column to disaggregate the WFOEs that are
the primary beneficiary of the VIEs. Lastly, your schedule does not disaggregate
intercompany amounts, such as separate line items for intercompany receivables and
investment in subsidiary. Please revise accordingly.

July 16, 2024
Page 2
3.The net loss in the year ended December 31, 2022 condensed results of operations does
not agree with the audited results of operations. Please revise for consistency.
Recent Regulatory Developments, page 9
4.We note your response to comment 5 and reissue in part. While you respond that the
definition of the PRC has been revise to include Hong Kong, the definition of the PRC in
your annual report still excludes Hong Kong. Please revise accordingly.
Asset Transfer between our Company and our Subsidiaries, page 11
5.We note your revised disclosure pursuant to comment 6 and reissue in part. Please revise
to provide a description of how cash is transferred through your organization. While we
note that you do not currently have VIE agreements, a VIE structure was used during this
reporting period. As such, please disclose your intentions to distribute, or disclose if you
have distributed, earnings or settled amounts owed under the VIE agreements. If you do
not have intentions to or have not, please affirmatively state so. In addition, state whether
or not there were any cash transfers to or from the VIEs during the reporting period. In
this regard, your disclosure only speaks to GDC and its subsidiaries.
            Please contact Nasreen Mohammed at 202-551-3773 or Adam Phippen at 202-551-3336
if you have questions regarding comments on the financial statements and related matters. Please
contact Jenna Hough at 202-551-3063 or Taylor Beech at 202-551-4515 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Jason Ye

July 10, 2024
Xiao Jian Wang
Chief Executive Officer
GD Culture Group Ltd
22F - 810 Seventh Avenue
New York, NY 10019
Re:GD Culture Group Ltd
Amendment No. 1 to Registration Statement on Form S-3
Filed June 21, 2024
File No. 333-279141
Dear Xiao Jian Wang:
            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 June 5, 2024 letter.
Amendment No. 1 to Form S-3 filed June 21, 2024
Prospectus Summary, page 1
1.We note your revised disclosure pursuant to comment 2 and reissue in part. Please
provide a summary risk factor regarding the risk (detailed in the first risk factor of the
Risk Factors section) 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.
Governmental Regulations in the PRC, page 13
We note your revised disclosure pursuant to comment 7 and reissue in part. Where you
state that you are not subject to cyber security review by the CAC, disclose whether you 2.

July 10, 2024
Page 2
relied on the opinion of counsel to reach that conclusion and, if so, name counsel and file
the consent of counsel as an exhibit and, if not, state that is the case and explain why. In
addition, please disclose each permission and approval that you or your subsidiaries are
required to obtain from Chinese authorities to operate your business. State whether you
have received all such requisite permissions or approvals to operate your business and
whether any such permissions or approvals have been denied. Please also describe the
consequences to you and your investors if you or your subsidiaries: (i) do not receive or
maintain all such required permissions or approvals to operate your business, (ii)
inadvertently conclude that such permissions or approvals are not required, or (iii)
applicable laws, regulations, or interpretations change and you are required to obtain such
permissions or approvals in the future.
Risk Factors, page 21
3.We note your response to comment 8 and understand that you do not currently utilize a
VIE structure. However, as it appears that you used such a structure through part of last
year, we reissue the comment. Please include a risk factor describing the material risks
associated with unwinding a VIE structure, such as tax liabilities or other consequences. If
you continue to believe that there are no such material risks, please tell us supplementally
why that is the case.
General
4.Please confirm your understanding that we will not be in a position to declare your Form
S-3 effective until all outstanding comments regarding your Form 10-K for the fiscal year
ended December 31, 2023 have been resolved. Also to the extent applicable, ensure that
revisions made to your annual report are made to your Form S-3, and vice-versa.
            Please contact Jenna Hough at 202-551-3063 or Lilyanna Peyser at 202-551-3222 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Jason Ye

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GD Culture Group Ltd

22F - 810 Seventh Avenue,

New York, NY 10019

July 8, 2024

Via EDGAR

Division of Corporation Finance

Office of Trade & Services

U.S. Securities Exchange Commission

Attn: Ms. Nasreen Mohammed

    Re:

    GD Culture Group Limited

    Form 10-K for the Fiscal Year Ended December 31,
    2023

    File No. 001-37513

Dear Ms. Mohammed,

We submit this letter to the Staff of the United States
Securities and Exchange Commission (the “Commission”) with respect to the above referenced Form 10-K filed with the Commission
on April 2, 2024 by GD Culture Group Ltd (the “Company,” “we,” and “our”). For ease of reference,
we have recited the Commission’s comments in this response and numbered them accordingly. On the date hereof, we have submitted
an amended Form 10-K (the “Amended Form”) to accompany this letter.

Form 10-K submitted July 8, 2024

Overview, page 1

    1.

    Please disclose prominently at the beginning
    of Item 1 that you are not a Chinese operating company but a Nevada holding company with operations conducted by your subsidiaries
    based in China and, within this reporting period, through contractual arrangements with one or more variable interest entities based
    in China, and that this structure involves unique risks to investors. If true, disclose that these contracts have not been tested in
    court. Explain whether the VIE structure is used to provide investors with exposure to foreign investment in China-based companies
    where Chinese law prohibits direct foreign investment in the operating companies. Disclose that investors may never hold equity
    interests in the Chinese operating company. Your disclosure should acknowledge that Chinese regulatory authorities could disallow
    your structure, which would likely result in a material change in your operations and/or a material change in the value your
    securities, 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.

RESPONSE: We note the Staff’s comment
and respectfully advise the Staff that we have revised the disclosure in Item 1. We also respectfully advise the Staff that we have added
at the beginning of Item 1 that we are a Nevada company that conducts operations and operates business in both United States and China
by itself and through its subsidiaries, AI Catalysis Corp., a Nevada corporation, and Shanghai Xianzhui Technology Co., Ltd., a company
incorporated in China. We have also disclosed within Item 1 that the Company terminated its VIE agreements with Shanghai Highlight Media
Co., Ltd., Shanghai Yuanma Food and Beverage Management Co., Ltd. and Sichuan Wuge Network Games Co., Ltd. in September 2023, June 2023
and September 2022, respectively, and that as of the date of this prospectus, there is no longer a VIE structure in place. Thus, we do
not believe that it is necessary to explain whether the VIE structure is used to provide investors with exposure to foreign investment
in China-based companies where Chinese law prohibits direct foreign investment in the operating companies.

    2.
    Provide prominent disclosure at the beginning of Item 1 about the legal and operational risks associated with being based in or having the majority of the company’s operations in China. Your disclosure should make clear whether these risks could result in a material change in your operations and/or the value of your securities 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 the use of variable interest entities and data security or anti-monopoly concerns, have or may impact the company’s ability to conduct its business, accept foreign investments, or list on a U.S. or other foreign exchange.

RESPONSE: We note the Staff’s comment
and respectfully advise the Staff that we have revised Item 1 of the Amended Form accordingly. We also respectfully clarify for the Staff
that the majority of the Company’s operation is in the United States and that we have added such disclosure under Item 1 on page
1.

    3.
    Please revise the diagram on page 2 to clarify who owns the portion of Shanghai Xianzhui that you do not.

RESPONSE: We note the Staff’s comment
and respectfully advise the Staff that we have revised the diagram on page 6 to clarify the portion of Shanghai Xianzhui which is not
owned by the Company. Tianjing Yuese Jewelry Co. Ltd. (“Tianjing Yuese”) owns 20% of Shanghai Xianzhui and Beijing Hehe Property
Management Co., Ltd. (“Beijing Hehe”) owns 6.66% of Shanghai Xianzhui. Neither Tianjing Yuese or Beijing Hehe is an affiliate
of the Company. In addition, we have identified the entity in which investors are purchasing their interest and the entity(ies) in which
the company’s operations are conducted.

Item 1. Business

Corporate History and Structure, page 2

    4.
    Please explain whether VIE's constituted a material part of your consolidated financial statements in the year ended December 31, 2022 or 2023. If yes, please provide in tabular form a condensed consolidating schedule that disaggregates the operations and depicts the financial position, cash flows, and results of operations as of the same dates and for the same periods for which audited consolidated financial statements are required. The schedule should present major line items, such as revenue (if any) and cost of goods/services, and subtotals and disaggregated intercompany amounts, such as separate line items for intercompany receivables and investment in subsidiary. The schedule should also disaggregate the parent company, the VIEs and its consolidated subsidiaries, the WFOEs that are the primary beneficiary of the VIEs, and an aggregation of other entities that are consolidated. The objective of this disclosure is to allow an investor to evaluate the nature of assets held by, and the operations of, entities apart from the VIE, as well as the nature and amounts associated with intercompany transactions. Any intercompany amounts should be presented on a gross basis and when necessary, additional disclosure about such amounts should be included in order to make the information presented not misleading.

RESPONSE: We note the Staff’s comment
and respectfully advise the Staff that the Company terminated its VIE agreements with Shanghai Highlight Media Co., Ltd., Shanghai Yuanma
Food and Beverage Management Co., Ltd. and Sichuan Wuge Network Games Co., Ltd. in September 2023, June 2023 and September 2022, respectively.
As a result, the income/(loss) from continued operations in the consolidated financial statements for the year ended December 31, 2022
and 2023 do not include financial results of any VIEs. The operations results from VIE operations for the years ended December 31, 2023
and 2022 have been reflected in discontinued operations as disclosed in Note 20 of the notes to financial statements. We have added the
termination of the VIE agreements in the Overview section under Item 1 on pages 1 and 2 of the Amended Form, and we also added the financial
positions and results of operations breakdown as required by the staff in the Corporate History and Structure section under Item 1 on
pages 7 and 8 of the Amended Form.

    2

Recent Regulatory Developments, page 4

    5.
    In the beginning of Item 1, please clarify that the legal and operational risks associated with operating in China also apply to operations in Hong Kong. Please also provide a discussion of the applicable laws in Hong Kong specifically, as well as the related risks and consequences. This discussion should include, for example, the enforceability of civil liabilities in Hong Kong, and how regulatory actions related to data security or antimonopoly concerns in Hong Kong have or may impact the company’s ability to conduct its business, accept foreign investment or list on a U.S./foreign exchange. Include 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 the offering, and to what extent the company believes that it is compliant with the regulations or policies that have been issued. Where applicable, please also disclose the location of your auditor's headquarters.

RESPONSE: We note the Staff’s comment
and respectfully advise the Staff that we have revised the definition of the PRC to include Hong Kong. To clarify, the Company presently
has no material operations in Hong Kong and does not intend to begin operations in Hong Kong for the foreseeable future. The only relationship
between the Company and Hong Kong is a holding company (Highlights Culture Holding Co., Limited) with no material operations of its own,
and as such we believe that any legal and operational risks associated with operating in China will not apply similarly to operations
in Hong Kong. As such, we do not think that there is material risk associated with Hong Kong, and we believe that a discussion of the
enforceability of civil liabilities and how regulatory actions related to data security or anti-monopoly concerns in Hong Kong is not
necessary.

Asset Transfer between our Company and our Subsidiaries,
page 5

    6.

    We note your disclosure regarding the value
    of transfers between you and your subsidiaries. Please confirm that such disclosure represents all cash flows and transfers of
    assets between and among the entities within your organization or revise to quantify any other cash flows and transfers of other
    assets by type that have occurred between the holding company, its subsidiaries, and the consolidated VIEs, and direction of
    transfer. Please revise to provide a description of how cash is transferred through your organization and disclose your intentions
    to distribute earnings or settle amounts owed under the VIE agreements. Please amend your disclosure here and in the summary risk
    factors and risk factors 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. Provide cross-references to these other discussions. To the extent you have cash management policies
    that dictate how funds are transferred between you, your subsidiaries or investors, summarize the policies, and disclose the source
    of such policies (e.g., whether they are contractual in nature, pursuant to regulations, etc.); alternatively, state that you have
    no such cash management policies that dictate how funds are transferred. Discuss whether there are limitations on your ability to
    transfer cash between you, your subsidiaries or investors, and provide a cross reference to your discussion of this issue in your
    summary, summary risk factors, and risk factors sections, as well. Quantify any dividends or distributions that a subsidiary or
    consolidated VIE have made to the holding company and which entity made such transfers, and their tax consequences. Similarly
    quantify dividends or distributions made to U.S. investors, the source, and their tax consequences. Your disclosure should make
    clear if no such transfers, dividends, or distributions have been made to date. Provide cross-references to the condensed
    consolidating schedule and the consolidated financial statements, if included. Revise Item 7 to include this disclosure regarding
    transfers of cash.

RESPONSE: We note the Staff’s comment
and respectfully advise the Staff that we have revised the disclosure on pages 11, 25 and 54 of the Amended Form accordingly. To clarify,
the Company does not have a VIE structure.

    3

Governmental Regulations in PRC, page 13

    7.
    In the beginning of Item 1, disclose each permission or approval that you, your subsidiaries, or the VIEs (when utilized) are required to obtain from Chinese authorities to operate your business. State whether you, your subsidiaries, or the VIEs (when utilized) are covered by permissions requirements from any Chinese governmental agencies that is required to approve your operations, and state affirmatively whether you have received all requisite permissions or approvals and whether any permissions or approvals have been denied. Please describe the consequences to you and your investors if you, your subsidiaries, or the VIEs: (i) do not receive or maintain such permissions or approvals, (ii) inadvertently conclude that such permissions or approvals are not required, or (iii) applicable laws, regulations, or interpretations change and you are required to obtain such permissions or approvals in the future. Please explain why you believe that the Trial Measures do not require you to receive "approval from the CSRC...to issue securities to foreign investors." State, if true, that you did not rely on an opinion of counsel in reaching these determinations regarding required permissions or approvals.

RESPONSE: We note the Staff’s comment
and respectfully advise the Staff that we have revised the disclosure on pages 2 to 4, 10, 19 and 33 of the Amended Form accordingly.

Item 1A. Risk Factors, page 18

    8.
    Please include a risk factor discussing the risks associated with winding up the VIE structure.

RESPONSE: We note the Staff’s comment
and respectfully advise the Staff that as the Company does not have a VIE structure, we believe that there are no material risks associated
with any winding up of a VIE structure.

General

    9.
    Please include at the beginning of Item 1 a summary of risk factors disclosing the risks that your corporate structure and being based in or having the majority of the company’s operations in China poses to investors. In particular, describe the significant regulatory, liquidity, and enforcement risks with cross-references to the more detailed discussion of these risks in the risk factors section. For example, specifically discuss risks arising from the legal system in China, including risks and uncertainties regarding the enforcement of laws and that rules and regulations in China can change quickly with little advance notice; and the risk that the Chinese government may intervene or influence your operations at any time, or may exert more control over offerings conducted overseas and/or foreign investment in China-based issuers, which could result in a material change in your operations and/or the value of your securities. 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 your securities to significantly decline or be worthless. Each CBI summary risk factor should have a cross-reference to the relevant individual detailed risk factor.

RESPONSE: We note the Staff’s comment
and respectfully advise the Staff that we have added a Summary of Risk Factors on page 4 of the Amended Form accordingly.

We hope the above response has addressed all of the
Staff’s concerns relating to the comment letter. Should you have additional questions regarding the information contained herein,
please contact our securities counsel William S. Rosenstadt, Esq., or Jason Ye, Esq. of

CORRESP
1
filename1.htm

GD Culture Group Ltd

22F - 810 Seventh Avenue,

New York, NY 10019

June 21, 2024

Via EDGAR

Division of Corporation Finance

Office of Trade & Services

U.S. Securities Exchange Commission

Attn: Ms. Jenna Hough

    Re:

    GD Culture Group Ltd

    Registration Statement on Form S-3

    Filed May 6, 2024

    File No. 333-279141

Dear Ms. Hough,

We submit this letter to the Staff of the United
States Securities and Exchange Commission (the “Commission”) with respect to the above referenced Registration Statement on
Form S-3 submitted to the Commission on May 6, 2024 by GD Culture Group Ltd (the “Company,” “we,” and “our”).
For ease of reference, we have recited Commission’s comments in this response and numbered them accordingly. On the date hereof,
we have submitted an amended registration statement on Form S-3 (the “Amended Registration Statement”) to accompany this letter.

Registration Statement on Form S-3 submitted
May 6, 2024

Cover Page

 1. We
note your disclosure regarding your auditor's inspection by the PCAOB. Please revise to include the location of your auditor's headquarters.

RESPONSE: We note the Staff’s comment
and respectfully advise the Staff that we have revised the cover page of the Amended Registration Statement accordingly.

 2. Provide
a description of how cash is transferred through your organization and disclose your intentions to distribute earnings. State whether
any transfers, dividends, or distributions have been made to date between the holding company, its subsidiaries, and consolidated VIEs,
or to investors, and quantify the amounts where applicable. Provide cross-references to the condensed consolidating schedule and the
consolidated financial statements, if included. Please also amend your disclosure here and in the summary risk factors and risk factors
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 these other discussions. To the extent you have cash management policies that dictate how funds are
transferred between you, your subsidiaries, or investors, summarize the policies on your cover page and in the prospectus summary, and
disclose the source of such policies (e.g., whether they are contractual in nature, pursuant to regulations, etc.); alternatively, state
on the cover page and in the prospectus summary that you have no such cash management policies that dictate how funds are transferred.
Provide a cross-reference on the cover page to the discussion of this issue in the prospectus summary.

RESPONSE: We note the Staff’s comment
and respectfully advise the Staff that we have revised the cover page, summary risk factors, risk factors sections, and the prospectus
summary of the Amended Registration Statement accordingly.

 3. We
note that your definition of the PRC does not include Hong Kong. Please revise to clearly disclose that the legal and operational risks
associated with operating in China also apply to operations in Hong Kong. Please also include a discussion of Hong Kong specific regulations,
including a discussion of the enforceability of civil liabilities and page how regulatory actions related to data security or anti-monopoly
concerns in Hong Kong have or may impact the company’s ability to conduct its business, accept foreign investment or list on a
U.S./foreign exchange.

RESPONSE: We note the Staff’s comment
and respectfully advise the Staff that we have revised the definition of the PRC to include Hong Kong. To Clarify, the Company presently
has no material operations in Hong Kong and does not intend to begin operations in Hong Kong for the foreseeable future. The only relationship
between the Company and Hong Kong is a holding company (Highlights Culture Holding Co., Limited) with no material operations of its own,
and as such we believe that any legal and operational risks associated with operating in China will not apply similarly to operations
in Hong Kong. As such, we do not think that there is material risk associated with Hong Kong, and we believe that a discussion of the
enforceability of civil liabilities and how regulatory actions related to data security or anti-monopoly concerns in Hong Kong is not
necessary.

Prospectus Summary, page 1

 4. Please
revise page 18 to include the risk that the Chinese government 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, and 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. Also revise
the Summary of Risk Factors section to include cross-references to the relevant individual detailed risk factors.

RESPONSE: We note the Staff’s comment
and respectfully advise the Staff that we have revised the disclosure on pages 19 and 20 of the Amended Registration Statement, as well as including
cross-references to the relevant individual detailed risk factors.

 5. We
note your disclosure regarding transfers between you and your subsidiaries. Please revise to provide a clear description of how cash
is transferred through your organization. Disclose your intentions to distribute any earnings or settle any amounts owed under the VIE
agreements. Quantify any cash flows and transfers of other assets by type that have occurred between the holding company, its subsidiaries
and the VIEs, and direction of transfer; alternatively, confirm that the current disclosure covers all such transfers. Quantify any dividends
or distributions that a subsidiary or VIE has made to the holding company and which entity made such transfer, and their tax consequences.
Similarly quantify dividends or distributions made to U.S. investors, the source, and their tax consequences. Your disclosure should
make clear if no dividends or distributions have been made to date. Describe any restrictions on foreign exchange and your ability to
transfer cash between entities, across borders, and to U.S. investors. Describe any restrictions and limitations on your ability to distribute
earnings from the company, including your subsidiaries and/or the VIEs, to the parent company and U.S. investors as well as the ability
to settle any amounts owed under the VIE agreements. Provide cross references to the condensed consolidating schedule and the consolidated
financial statements, if included.

RESPONSE: We note the Staff’s comment
and respectfully advise the Staff that we have revised the disclosure starting from page 3 of the Amended Registration Statement accordingly.
To clarify, the Company does not have a VIE structure.

    2

 6. Please
revise the diagram on page 2 to clarify who owns the portion of Shanghai Xianzhui that you do not. Also identify the entity in which
investors are purchasing their interest and the entity(ies) in which the company’s operations are conducted.

RESPONSE: We note the Staff’s comment
and respectfully advise the Staff that we have revised the diagram on page 2 to clarify the portion of Shanghai Xianzhui which is not
owned by the Company. Tianjing Yuese owns 20% of Shanghai Xianzhui and Beijing Hehe owns 6.66% of Shanghai Xianzhui. Both Tianjing Yuese
and Beijing Hehe are not affiliates to the Company. In addition, we have identified the entity in which investors are purchasing their
interest and the entity(ies) in which the company’s operations are conducted.

Governmental Regulations in PRC, page 12

 7. We
note your discussion of PRC regulations. Please disclose each permission and approval that you or your subsidiaries are required to obtain
from Chinese authorities to operate your business and to offer the securities being registered to foreign investors. State whether you
have received all requisite permissions or approvals and whether any permissions or approvals have been denied. Here and on page 27,
revise to disclose if you relied on the opinion of counsel to reach the conclusions that you do not need CAC or CSRC approval; if so,
name counsel and file the consent of counsel as an exhibit and, if not, state that is the case and explain why.   Please
also describe the consequences to you and your investors if you or your subsidiaries: (i) do not receive or maintain all required permissions
or approvals, (ii) inadvertently conclude that such permissions or approvals are not required, or (iii) applicable laws, regulations,
or interpretations change and you are required to obtain such permissions or approvals in the future.

RESPONSE: We note the Staff’s comment
and respectfully advise the Staff that we have revised the disclosure on pages 13 and 28 of the Amended Registration Statement.

Risk Factors, page 20

 8. Please
include a risk factor discussing the risks associated with winding up the VIE structure.

RESPONSE: We note the Staff’s comment
and respectfully advise the Staff that as the Company does not have a VIE structure, we believe that there are no material risks associated
with any winding up of a VIE structure.

We hope the above response has addressed all of
the Staff’s concerns relating to the comment letter. Should you have additional questions regarding the information contained herein,
please contact our securities counsel William S. Rosenstadt, Esq., or Jason Ye, Esq. of Ortoli Rosenstadt LLP at wsr@orllp.legal, or jye@orllp.legal.

    GD Culture Group Ltd

    /s/ Xiao Jian Wang

    Name:
    Xiao Jian Wang

    Title:
    Chief Executive Officer

3

United States securities and exchange commission logo
June 5, 2024
Xiao Jian Wang
Chief Executive Officer
GD Culture Group Limited
22F - 810 Seventh Avenue
New York, NY 10019
Re:GD Culture Group Limited
Form 10-K for the Fiscal Year Ended December 31, 2023
File No. 001-37513
Dear Xiao Jian Wang:
            We have reviewed your filing and have the following comment(s).
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K filed April 2, 2024
Overview, page 1
1.Please disclose prominently at the beginning of Item 1 that you are not a Chinese
operating company but a Nevada holding company with operations conducted by your
subsidiaries based in China and, within this reporting period, through contractual
arrangements with one or more variable interest entities based in China, and that this
structure involves unique risks to investors. If true, disclose that these contracts have not
been tested in court. Explain whether the VIE structure is used to provide investors with
exposure to foreign investment in China-based companies where Chinese law prohibits
direct foreign investment in the operating companies. Disclose that investors may never
hold equity interests in the Chinese operating company. Your disclosure should
acknowledge that Chinese regulatory authorities could disallow your structure, which
would likely result in a material change in your operations and/or a material change in the
value your securities, 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.Provide prominent disclosure at the beginning of Item 1 about the legal and operational

 FirstName LastNameXiao Jian Wang
 Comapany NameGD Culture Group Limited
 June 5, 2024 Page 2
 FirstName LastNameXiao Jian Wang
GD Culture Group Limited
June 5, 2024
Page 2
risks associated with being based in or having the majority of the company’s operations in
China. Your disclosure should make clear whether these risks could result in a material
change in your operations and/or the value of your securities 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 the use of variable interest entities and data security or anti-monopoly
concerns, have or may impact the company’s ability to conduct its business, accept
foreign investments, or list on a U.S. or other foreign exchange.
3.Please revise the diagram on page 2 to clarify who owns the portion of Shanghai Xianzhui
that you do not.
Item 1. Business
Corporate History and Structure, page 2
4.Please explain whether VIE's constituted a material part of your consolidated financial
statements in the year ended December 31, 2022 or 2023. If yes, please provide in tabular
form a condensed consolidating schedule that disaggregates the operations and depicts the
financial position, cash flows, and results of operations as of the same dates and for the
same periods for which audited consolidated financial statements are required. The
schedule should present major line items, such as revenue (if any) and cost of
goods/services, and subtotals and disaggregated intercompany amounts, such as separate
line items for intercompany receivables and investment in subsidiary. The schedule should
also disaggregate the parent company, the VIEs and its consolidated subsidiaries, the
WFOEs that are the primary beneficiary of the VIEs, and an aggregation of other entities
that are consolidated. The objective of this disclosure is to allow an investor to evaluate
the nature of assets held by, and the operations of, entities apart from the VIE, as well as
the nature and amounts associated with intercompany transactions. Any intercompany
amounts should be presented on a gross basis and when necessary, additional disclosure
about such amounts should be included in order to make the information presented not
misleading.
Recent Regulatory Developments, page 4
5.In the beginning of Item 1, please clarify that the legal and operational risks associated
with operating in China also apply to operations in Hong Kong. Please also provide a
discussion of the applicable laws in Hong Kong specifically, as well as the related risks
and consequences. This discussion should include, for example, the enforceability of civil
liabilities in Hong Kong, and how regulatory actions related to data security or anti-
monopoly concerns in Hong Kong have or may impact the company’s ability to conduct
its business, accept foreign investment or list on a U.S./foreign exchange. Include 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 the

 FirstName LastNameXiao Jian Wang
 Comapany NameGD Culture Group Limited
 June 5, 2024 Page 3
 FirstName LastNameXiao Jian Wang
GD Culture Group Limited
June 5, 2024
Page 3
offering, and to what extent the company believes that it is compliant with the regulations
or policies that have been issued. Where applicable, please also disclose the location of
your auditor's headquarters.
Asset Transfer between our Company and our Subsidiaries, page 5
6.We note your disclosure regarding the value of transfers between you and your
subsidiaries. Please confirm that such disclosure represents all cash flows and transfers of
assets between and among the entities within your organization, or revise to quantify any
other cash flows and transfers of other assets by type that have occurred between the
holding company, its subsidiaries, and the consolidated VIEs, and direction of transfer.
Please revise to provide a description of how cash is transferred through your organization
and disclose your intentions to distribute earnings or settle amounts owed under the VIE
agreements. Please amend your disclosure here and in the summary risk factors and risk
factors 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. Provide cross-references to these other
discussions. To the extent you have cash management policies that dictate how funds are
transferred between you, your subsidiaries or investors, summarize the policies, and
disclose the source of such policies (e.g., whether they are contractual in nature, pursuant
to regulations, etc.); alternatively, state that you have no such cash management policies
that dictate how funds are transferred. Discuss whether there are limitations on your
ability to transfer cash between you, your subsidiaries or investors, and provide a cross-
reference to your discussion of this issue in your summary, summary risk factors, and risk
factors sections, as well. Quantify any dividends or distributions that a subsidiary or
consolidated VIE have made to the holding company and which entity made such
transfers, and their tax consequences. Similarly quantify dividends or distributions made
to U.S. investors, the source, and their tax consequences. Your disclosure should make
clear if no such transfers, dividends, or distributions have been made to date. Provide
cross-references to the condensed consolidating schedule and the consolidated financial
statements, if included. Revise Item 7 to include this disclosure regarding transfers of
cash.
Governmental Regulations in PRC, page 13
7.In the beginning of Item 1, disclose each permission or approval that you, your
subsidiaries, or the VIEs (when utilized) are required to obtain from Chinese authorities to
operate your business. State whether you, your subsidiaries, or the VIEs (when utilized)
are covered by permissions requirements from any Chinese governmental agencies that is
required to approve your operations, and state affirmatively whether you have received all
requisite permissions or approvals and whether any permissions or approvals have been
denied. Please describe the consequences to you and your investors if you, your

 FirstName LastNameXiao Jian Wang
 Comapany NameGD Culture Group Limited
 June 5, 2024 Page 4
 FirstName LastName
Xiao Jian Wang
GD Culture Group Limited
June 5, 2024
Page 4
subsidiaries, or the VIEs: (i) do not receive or maintain such permissions or approvals, (ii)
inadvertently conclude that such permissions or approvals are not required, or (iii)
applicable laws, regulations, or interpretations change and you are required to obtain such
permissions or approvals in the future. Please explain why you believe that the Trial
Measures do not require you to receive "approval from the CSRC...to issue securities to
foreign investors." State, if true, that you did not rely on an opinion of counsel in reaching
these determinations regarding required permissions or approvals.
Item 1A. Risk Factors, page 18
8.Please include a risk factor discussing the risks associated with winding up the VIE
structure.
General
9.Please include at the beginning of Item 1 a summary of risk factors disclosing the risks
that your corporate structure and being based in or having the majority of the company’s
operations in China poses to investors. In particular, describe the significant regulatory,
liquidity, and enforcement risks with cross-references to the more detailed discussion of
these risks in the risk factors section. For example, specifically discuss risks arising from
the legal system in China, including risks and uncertainties regarding the enforcement of
laws and that rules and regulations in China can change quickly with little advance notice;
and the risk that the Chinese government may intervene or influence your operations at
any time, or may exert more control over offerings conducted overseas and/or foreign
investment in China-based issuers, which could result in a material change in your
operations and/or the value of your securities. 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 your securities to significantly decline or be worthless. Each CBI
summary risk factor should have a cross-reference to the relevant individual detailed risk
factor.

 FirstName LastNameXiao Jian Wang
 Comapany NameGD Culture Group Limited
 June 5, 2024 Page 5
 FirstName LastName
Xiao Jian Wang
GD Culture Group Limited
June 5, 2024
Page 5
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Nasreen Mohammed at 202-551-3773 or Adam Phippen at 202-551-3336
if you have questions regarding comments on the financial statements and related matters. Please
contact Jenna Hough at 202-551-3063 or Lilyanna Peyser at 202-551-3222 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Jason Ye

CORRESP
1
filename1.htm

Code Chain New Continent Limited

No 119 South Zhaojuesi Road 2nd Floor

Room 1 Chenghua District

Chengdu, Sichuan, China 610047

March 24, 2021

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Real Estate & Construction

100 F. Street, N.E.

Washington, D.C. 20549

Attention: Stacie Gorman

    Re:
    Code Chain New Continent Ltd

    Registration Statement on Form S-3

    Filed March 15, 2021

    File No.: 333-254276

Dear Ms. Schwartz:

Pursuant to Rule 461 of the General Rules and Regulations
under the Securities Act of 1933, as amended, Code Chain New Continent Limited hereby requests the Securities and Exchange Commission
(the “Commission”) take appropriate action to cause the above-referenced Registration Statement on Form S-3 to become effective
on March 26, 2021, at 5:00 PM Eastern Time, or as soon thereafter as is practicable.

In connection with this request, the Registrant acknowledges
that:

    •

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

    •

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

    •

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

Sincerely yours,

    Code Chain New Continent Limited

    By:
    /s/ Weidong (David) Feng

    Weidong (David) Feng

    Co-Chief Executive Officer

CORRESP
1
filename1.htm

Code Chain New Continent Limited

No 119 South Zhaojuesi Road 2nd Floor

Room 1 Chenghua District

Chengdu, Sichuan, China 610047

March 24, 2021

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Real Estate & Construction

100 F. Street, N.E.

Washington, D.C. 20549

Attention: Stacie Gorman

    Re:
    Code Chain New Continent Ltd

    Registration Statement on Form S-3

    Filed March 16, 2021

    File No.: 333-254366

Dear Ms. Schwartz:

Pursuant to Rule 461 of the General Rules and Regulations
under the Securities Act of 1933, as amended, Code Chain New Continent Limited hereby requests the Securities and Exchange Commission
(the “Commission”) take appropriate action to cause the above-referenced Registration Statement on Form S-3 to become effective
on March 26, 2021, at 5:00 PM Eastern Time, or as soon thereafter as is practicable.

In connection with this request, the Registrant acknowledges
that:

    •

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

    •

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

    •

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

Sincerely yours,

    Code Chain New Continent Limited

    By:
    /s/ Weidong (David) Feng

    Weidong (David) Feng

    Co-Chief Executive Officer

United States securities and exchange commission logo
March 23, 2021
Yimin Jin
Co-Chief Executive Officer
Code Chain New Continent Ltd
No 119 South Zhaojuesi Road
2nd Floor, Room 1
Chenghua District, Chengdu, Sichuan, China 610047
Re:Code Chain New Continent Ltd
Form S-3
FIled March 15, 2021
File No. 333-254276
Dear Ms. Jin:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Stacie Gorman at 202-551-3585 with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Yuning Bai, Esq.

CORRESP
1
filename1.htm

TMSR
Holding Company Limited

A101
Hanzheng Street City Industry Park,

No.21
Jiefang Avenue, Qiaokou District,

Wuhan,
Hubei, China

VIA
EDGAR

July
3, 2019

U.S.
Securities and Exchange Commission

Office
of Manufacturing and Construction

100
F Street, N.E.

Mail
Stop 4631

Washington,
DC 20549

Attn:
Sherry Haywood, Attorney-Advisor

    Re:
    TMSR
    Holding Company Limited

Registration
Statement on Form S-3

Filed
June 24, 2019

File
No. 333-232316

Dear
Ms. Haywood:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, TMSR Holding Company Limited hereby requests acceleration of effectiveness
of the above referenced Registration Statement so that it will become effective at 4:00 p.m. Eastern Time on July 8, 2019, or
as soon as thereafter practicable.

Please
note that we acknowledge the following:

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

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

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

    Very truly yours,

    /s/Yimin Jin

        Yimin Jin

        Chief Executive Officer

July 2, 2019
Yimin Jin
Chief Executive Officer
TMSR Holding Company Limited
A101 Hanzheng Street City Industry Park
No.21 Jiefang Avenue, Qiaokou District
Wuhan, Hubei, China 43000
Re:TMSR Holding Company Limited
Registration Statement on Form S-3
Filed June 24, 2019
File No. 333-232316
Dear Mr. Jin:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Sherry Haywood at (202) 551-3345 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing and
Construction

May 9, 2018
Xiaoyan Shen
Chief Financial Officer
TMSR Holding Company Limited
A101 Hanzheng Street City Industry Park
No. 21 Jiefang Avenue, Qiaokou District
Wuhan, Hubei, China 430000
Re:TMSR Holding Company Limited
Preliminary Proxy Statement on Schedule 14A
Filed April 12, 2018
File No. 001-37513
Dear Ms. Shen:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Division of Corporation Finance
Office of Manufacturing and
Construction

CORRESP
1
filename1.htm

TMSR Holding Company Limited

A101 Hanzheng Street City Industry Park,

No.21 Jiefang Avenue, Qiaokou District,

Wuhan, Hubei, China 430000

	May
4, 2018

VIA EMAIL

Sherry Haywood,

Staff Attorney

Division of Corporation Finance

Office of Manufacturing and Construction

    Re:
    TMSR Holding Company Limited

    Preliminary Proxy Statement on Schedule 14A

    Filed April 12, 2018

    File No. 001-37513

Dear Ms. Haywood:

This letter
is in response to the letter dated May 2, 2018 from the staff (the “Staff”) of the Securities and Exchange Commission
(the “Commission”) addressed to TMSR Holding Company Limited (the “Company”, “we” or “our”).
For ease of reference, we have repeated the Commission’s comments in this response and numbered them accordingly. An amended
Preliminary Merger Proxy Statement on Schedule 14A/A submitted accompanying this Response Letter is referred to as Amendment No.1.

Notice of Special Meeting of Stockholders

Proposal 6, page 1

1. Proposal six in your Notice of Special
Meeting of Stockholders states that stockholders will vote to amend your Certificate of Incorporation to increase the number shares
of your common stock from 100,000,000 to 200,000,000, increase the number of shares of preferred stock from 10,000,000 to 20,000,000
shares, and consequently increase the total number of all classes of capital stock you have the authority to issue from 110,000,000
to 220,000,000. Your disclosure in the “General” and “Purpose of the Proposal” sections on page 23 states that
your stockholders will vote to amend your Certificate of Incorporation to increase the number of your authorized common shares
from 11,000,000 to 22,000,000. Please revise to make the disclosures of your common and preferred stock authorizations consistent
throughout the filing.

Response: In response to the Staff’s
comment, the Company has revised its disclosure on Page 23 and throughout the filing to make the disclosures of its common and
preferred stock authorizations consistent.

Proposal 6, page 1

2. We note disclosure that stockholders
will vote on an amendment to your certificate of incorporation to increase your number of shares of preferred stock from 10,000,000
to 20,000,000. Please revise to include disclosure of the stockholder vote to increase the number of your authorized shares of
preferred stock in the “Proposal 6” section on page 2. Please also revise the description on your proxy card to reflect
the increase in common stock and preferred stock.

Response: In response to the Staff’s
comment, the Company has revised its disclosure on Page 2 to include the disclosure of the stockholder vote to increase the number
of the Company’s authorized shares of preferred stock and made corresponding revisions on its proxy card.

Proposal 6 - Approval of the Re-Domicile and the Merger,
page 24

3. Please revise the “Proposal 6” heading to state
that this disclosure relates to “Proposal 7”.

Response: In response to the Staff’s comment, the
Company has revised its heading on Page 24 to clarify that the section is related to Proposal 7 rather than to Proposal 6.

Proxy Card - General, page G-19

4. Please revise to indicate that the form of proxy is a
preliminary copy. Refer to Rule 14a-6(e)(1).

Response: In response to the Staff’s comment, the
Company has added language in the form of proxy card to indicate that it is a preliminary copy.

Proxy Card - Proposal 3, page G-19

5. As presented, proposal three appears
to provide stockholders with the option to vote for, against or abstain, the frequency to conduct future advisory stockholder votes
on executive compensation. Please revise the proxy card to clearly state all voting options available to stockholders. Refer to
Section II.B.3 of Securities Act Release No. 33-9178 (adopted January 25, 2011).

Response: In response to the Staff’s
comment, the Company has revised the disclosure related to Proposal 3 to in the proxy card.

In responding to your comments, the Company acknowledges that:

        ●

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

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

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

We appreciate the assistance the Staff
has provided with its comments. If you have any questions, please do not hesitate to call our counsel, Joan Wu, Esq. of Hunter
Taubman Fischer & Li LLC, at (212) 732-7184.

    Sincerely,

    /s/Jiazhen Li

    Co-Chairman of the Board

cc:   Joan Wu, Esq. Hunter Taubman
Fischer & Li LLC

May 2, 2018
Xiaoyan Shen
Chief Financial Officer
TMSR Holding Company Limited
A101 Hanzheng Street City Industry Park
No. 21 Jiefang Avenue, Qiaokou District
Wuhan, Hubei, China  430000
Re:TMSR Holding Company Limited
Preliminary Proxy Statement on Schedule 14A
Filed April 12, 2018
File No. 001-37513
Dear Ms. Shen:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
PRE 14A filed April 12, 2018
Notice of Special Meeting of Stockholders
Proposal 6, page 1
1.Proposal six in your Notice of Special Meeting of Stockholders states that stockholders
will vote to amend your Certificate of Incorporation to increase the number shares of your
common stock from 100,000,000 to 200,000,000, increase the number of shares of
preferred stock from 10,000,000 to 20,000,000 shares, and consequently increase the total
number of all classes of capital stock you have the authority to issue from 110,000,000 to
220,000,000.  Your disclosure in the "General" and "Purpose of the Proposal" sections on
page 23 states that your stockholders will vote to amend your Certificate of Incorporation
to increase the number of your authorized common shares from 11,000,000 to

 FirstName LastNameXiaoyan Shen
 Comapany NameTMSR Holding Company Limited
 June 16, 2017 Page 2
 FirstName LastName
Xiaoyan Shen
TMSR Holding Company Limited
May 2, 2018
Page 2
22,000,000.  Please revise to make the disclosures of your common and preferred stock
authorizations consistent throughout the filing.
Proposal 6, page 1
2.We note disclosure that stockholders will vote on an amendment to your certificate of
incorporation to increase your number of shares of preferred stock from 10,000,000 to
20,000,000.  Please revise to include disclosure of the stockholder vote to increase the
number of your authorized shares of preferred stock in the "Proposal 6" section on page
2.  Please also revise the description on your proxy card to reflect the increase in common
stock and preferred stock.
Proposal 6 - Approval of the Re-Domicile and the Merger, page 24
3.Please revise the "Proposal 6" heading to state that this disclosure relates to "Proposal 7".
Proxy Card - General, page G-19
4.Please revise to indicate that the form of proxy is a preliminary copy.  Refer to Rule 14a-
6(e)(1).
Proxy Card - Proposal 3, page G-19
5.As presented, proposal three appears to provide stockholders with the option to vote for,
against or abstain, the frequency to conduct future advisory stockholder votes on
executive compensation.  Please revise the proxy card to clearly state all voting options
available to stockholders.  Refer to Section II.B.3 of Securities Act Release No. 33-9178
(adopted January 25, 2011).
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Sherry Haywood, Staff Attorney, at (202) 551-3345 or Asia Timmons-
Pierce, Special Counsel, at (202) 551-3754 with any questions.
Division of Corporation Finance
Office of Manufacturing and
Construction

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549 -4631
       DIVISION OF
CORPORATION FINANCE

 Mail Stop 4631

       January 22, 2018

Via E-Mail
Mr. Tim Richerson
Chief Executive Officer
JM Global Holding Company
1615 South Congress Avenue, Suite 103
Delray Beach, FL 33445

 Re: JM Global Holding Company
  Preliminary Merger Proxy Statement on Schedule 14A
  Filed October 11, 2017
 File No. 1 -37513

Dear Mr. Richerson :

We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action, or absence of action by the staff.

       Very truly yours,

       /s/ Pamela A. Long

       Pamela A. Long
       Assistant Director
       Office of Manufacturing an d Construction

cc: Via E-Mail
 Douglas Ellenoff , Esq.
 Stuart Neuhauser, Esq.
 Ellenoff Grossman & Schole LLP
 1345 Avenue of the Americas, 11th Floor
 New York, NY 10105

CORRESP
1
filename1.htm

JM Global Holding Company

1615 South Congress Avenue, Suite 103

Delray Beach, FL 33445

    January 10, 2018

VIA EDGAR

U.S. Securities and Exchange Commission

Office of Manufacturing and Construction

100 F Street, N.E.

Mail Stop 4631

Washington, DC 20549

Attn: Pamela A. Long, Assistant Director

 Re: JM Global Holding Company

Revised Preliminary Merger Proxy Statement on Schedule
14A

Filed December 20, 2017

File No. 1-37513

Dear Ms. Long:

JM Global Holding Company
(the “Company”, “JM Global,” “we”, “us” or “our”)
hereby transmits its response to the letter received by us from the staff (the “Staff”) of the Securities and
Exchange Commission (the “Commission”), dated December 29, 2017 regarding our Revised Preliminary Merger Proxy
Statement on Schedule 14A (the “Proxy Statement”) previously filed on December 20, 2017. A marked version of
the Proxy Statement is enclosed herewith reflecting all changes to the Proxy Statement made in Amendment No. 3 to the Proxy Statement
filed with the Commission (“Amendment No. 3”).

Amendment No. 2 to the Preliminary Proxy Statement filed
December 20, 2017 Sunlong

Management’s Discussion and Analysis, page 156

Results of Operations, page 157

 1. You state on page 159: “Our trading of industrial waste materials are dependent to the progress of the end users whom
used our solid waste recycling equipment and when they are able to sell those industrial waste materials to our suppliers to process
the waste.” Please clarify this sentence given it appears that China Sunlong’s suppliers sell waste materials to China Sunlong
and then China Sunlong sells those waste materials to the two significant business “end users” who are related to each
other, but then those end users sell the waste materials back to the suppliers. Assuming this sequence is correct, explain to us
why the two related end users do not instead purchase the waste materials directly from the suppliers, since your suppliers directly
drop ship the waste materials to them. In this regard, it is not clear what value, if any, China Sunlong has provided to the related
end users and therefore how it has earned or appropriately recognized revenues. It is also not clear whether there is a legitimate
business purpose for the two related end users to pay a 34% premium (equivalent to the gross margin recorded on these transactions
through September 30, 2017) to only process these transactions through China Sunlong. Please disclose in the filing whether management
believes that this trading business model is sustainable and the basis for that assessment.

Pamela A. Long, Assistant Director

U.S. Securities and Exchange Commission

January 10, 2018

Page 2 of 7

Response: In response
to the Staff’s comment, the Company wishes to clarify that the business sequence of the sentence, “Our trading of industrial
waste materials are dependent to the progress of the end users whom used our solid waste recycling equipment and when they are
able to sell those industrial waste materials to our suppliers to process the waste” is incorrect. The two significant customers
who purchased the processed solid waste materials are in the construction, decorative and paint materials industries. They did
not sell any waste materials back to our solid waste recycling equipment suppliers. The end users (i.e. mine operators) who used
our solid waste recycling equipment are in the mining, metal and clean technology industries. They are the ones who sold the waste
materials to our suppliers who process the waste materials, not recycling equipment. We purchased the processed industrial waste
materials from such suppliers and sold to our customers who turned the processed industrial waste materials into a variety of materials
used for decoration such as plastic wood, interior wall decorative panels, and stone plastic limitation wood floorings. Our two
significant customers have no connections to our industrial waste material suppliers or the end users who used our solid waste
recycling equipment. Thus, these two significant customers have to purchase the processed solid waste materials through us.

The Company has revised its
disclosure on pages 159 and 164 of Amendment No. 3 to clarify the roles of the suppliers and customers of our industrial
waste materials and the end users of our solid waste recycling equipment. We have also provided a description of our waste
material trading business model and how Sunlong connects its customers and sets its prices as follows:

“We
started our industrial waste materials trading business due to the opportunity that existed in the marketplace, as the end users
of our solid waste recycling equipment, also referred to as our equipment end users, while in the process of using our solid waste
recycling equipment to clean and extract waste from mines and job sites, may also extract and separate certain valuable metals
from other industrial waste materials. We recognize that there is a market for these metals and waste materials and as a result,
we connect our equipment end users who sell the byproduct of materials they produce to our industrial waste materials suppliers,
who have the capability of processing such solid waste materials into powder and directly ship such products to our industrial
waste materials customers. This type of trading business is related to our solid waste recycling systems and equipment business
because the end users of our solid waste recycling equipment only use our equipment to extract the valuable metals and chemicals
for their needs. These end users do not need the residual materials generated as a byproduct of extraction and considered to be
industrial waste materials. As a result, we believe our industrial waste material trading business is sustainable as long as our
solid waste recycling system and equipment business is sustainable. We strongly believe our solid waste recycling system and equipment
business is sustainable because of upcoming favorable energy conservation and emission reduction target-setting policies mandated
by the PRC government. Notwithstanding the foregoing, this is a new line of our business that is still in the development stage.
We did not generate any industrial waste materials trading revenues during the fourth quarter of 2017.

Pamela A. Long, Assistant Director

U.S. Securities and Exchange Commission

January 10, 2018

Page 3 of 7

During the
nine months ended September 30, 2017, trading increase of some industrial waste materials from Acid Hydrolysis Titanium Dioxide,
Petroleum FCC Catalyst, Ilmenite Tailings, Copper Smelting Tailings was offset by the trading decrease in Ultrafine Grinding Silicon
Powder, as compared to the same period in 2016. Our trading of industrial waste materials are dependent on the progress of our
recycling equipment end users and when they are able to sell those industrial waste materials to our suppliers of industrial waste
materials to process the waste. During the nine months ended September 30, 2017, as we continued to generate our equipment revenues,
our equipment end users used our equipment to extract the valuable metals and chemicals for their needs, but they did not need
the waste materials that were generated as a byproduct of such extraction. Our access to these resources has allowed us to trade
the aforementioned industrial waste materials as compared to the same period in 2016.

Approximately
2 to 3 weeks prior to shipment, our suppliers of industrial waste materials will physically process the industrial waste materials
at the locations of the equipment end users. These end users are located in different provinces of China, such as Hubei, Sichuan,
Jiangsu, and Zhejiang. After our industrial waste material suppliers have processed the industrial waste materials per our specifications,
they will drop ship the materials by truck, which takes approximately 1 to 5 days, directly to our industrial waste materials customers
in the city of Wuhan, Hubei province, for our inspection, before being inspected and accepted by our customers.

During the
nine months ended September 30, 2017, two customers accounted for 49.7% and 49.0% of our trading and others revenues as compared
to 48.9% and 45.8% during the nine months ended September 30, 2016. These two customers are in the construction, decorative and
paint materials industry, who attended the “Titanium Dioxide Acid Waste Separation and Recovery Technology” seminar
that we hosted in March 2016. These two customers are unrelated third parties to us but they are related to each other. They are
able to manufacture these processed industrial waste materials and turn them into variety of materials used for decoration such
as plastic wood, interior wall decorative panels, stone plastic limitation wood floorings. The decoration materials made from these
processed industrial waste materials are much cheaper than using other environmentally friendly raw materials, and generally have
better qualities. We evaluate prices of similar raw materials for construction and then set a price with these two customers. We
believe our customers might be able to obtain government support and grant for using these industrial waste materials products.”

We have enclosed herewith as
Exhibit A one set of transaction contracts with two of our suppliers and two of our customers of our industrial waste
materials for your reference to give you a better understanding of our business model.

In addition, the Company has
revised its disclosure on pages 159 and page 164 of Amendment No. 3 to explain that it is our belief that this trading business
model is sustainable and the basis for that assessment as follows:

“These end users do not
need the residual materials generated as a byproduct of extraction, and considered as industrial waste materials. As a result,
we believe our trading of industrial waste material business is sustainable as long as our solid waste recycling system and equipment
business is sustainable. We strongly believe our solid waste recycling system and equipment business is sustainable because of
upcoming favorable energy conservation and emission reduction target-setting policies mandated by the PRC government.”

Pamela A. Long, Assistant Director

U.S. Securities and Exchange Commission

January 10, 2018

Page 4 of 7

 2. We have read the revision on page 161 related to the third bullet of comment 4 in our letter
dated December 14, 2017. You have disclosed that you earned consulting revenue during the year ended December 31, 2016 with “minimal
cost” associated with that revenue. Please explain why or how such revenue was able to be recorded with “minimal cost.”

Response: In response
to the Staff’s comment, Sunlong has rendered technical supporting and consulting services on certain solid waste recycling
technology to a customer over a two months period. Sunlong’s revenue was recognized over the service period on a straight-line
basis. The costs associated with such revenue are the salaries of Sunlong’s research and development employees with minimal
cost.

Liquidity and Capital Resources,
page 170

 3. Regarding the latest revision to the accounts receivable discussion on page 170, the responses
provided in your letters raise a concern that China Sunlong’s September 30, 2017 allowance for doubtful accounts accounting policy
was not applied in a complete and objective manner as required by ASC 310-10-35-4 through 35-11. The responses focus on unsupported
and subjective assumptions while failing to fully address the primary objective and verifiable evidence that was known when the
September 30, 2017 financial statements were filed on December 1, 2017. For example, when the September 30, 2017 financial statements
were filed, management knew that the two affiliated customers that generated substantially all of your 2017 trading revenue had
not paid any of the $18.7 million of receivables associated with those revenues, irrespective of the applicable 30 day payment
terms. Further, management knew that approximately $11 million of that balance was over five months old and that the significant
delinquency cannot reasonably be attributed to the two customers’ longer “operating cycles” given that these same customers
were apparently able to pay substantially all of the $837,332 they owed on the July 1, 2016 — December 31, 2016 trading sales
transactions by December 31, 2016. Also, management was aware that they had very little experience negotiating these trading transactions
prior to 2017. We further note that despite our prior request, management was not able to specifically explain why the customers
have not been able to pay what they owe. In addition, there does not appear to be any objective and verifiable evidence supporting
an assumption that the two customers currently have the financial resources to pay what they owe. ASC 310-10-35-8 requires that
management consider such known evidence that existed up through the date the financial statements were actually issued. Please
revise the China Sunlong financial statements to establish an allowance for doubtful accounts balance that reasonably reflects
the known, adverse and objective evidence surrounding the collectibility of these receivables. Alternatively, provide us with English
translation versions of the underlying contracts and a chronological summary of all discussions between China Sunlong and the two
customers concerning the causes and status of these delinquent accounts so that we can better understand whether there is a rational
and objective basis for the zero allowance balance at September 30, 2017. In assessing the materiality of this issue, we note that
the delinquent receivables approximate 30% of 2017 total assets and 50% of 2017 total revenue. Further, we note that per page 93,
the China Sunlong purchase that shareholders are voting on was valued using a multiple of projected 2017 revenue.

Pamela A. Long, Assistant Director

U.S. Securities and Exchange Commission

January 10, 2018

Page 5 of 7

Response: In response
to the Staff’s comment, Sunlong has revised its September 30, 2017 financial statements to establish an allowance for doubtful
accounts balance that reasonably reflects the known, adverse and objective evidence surrounding the collectibility of these receivables,
and encloses as Exhibit B herewith its calculations for such allowance. In addition, the Company has revised its
disclosure on pages 170 and 171 of Amendment No. 3 to update the subsequent collection amount and to include discussion on Sunlong’s
methodology on its allowance policy as follows:

“As of September
30, 2017, Sunlong had approximately $21.0 million of accounts receivables from Sunlong’s customers, of which
approximately $18.7 million were accounts receivable from Sunlong’s trading operations. Sunlong’s turnover ratio
currently is at approximately 2.4 times per year. Since Sunlong just developed the trading operations, Sunlong has extended
credit to its customers to gain market share. Sunlong’s existing payment terms on these customers are due in 30 days
after receipt of the goods. As these customers are in the construction, decorative and paint materials industry, the
construction period and its operating cycles usually take longer, which has also resulted in it taking a longer period of
time for Sunlong to receive their payments. We received approximately $3.7 million in accounts receivables from these
customers subsequent to September 30, 2017. Sunlong has collected all of its first quarter 2017 revenue from its trading of
industrial waste materials business in January 2018, which took approximately 9 months to receive its accounts receivable.
Sunlong is in the process of revaluating its credit terms to its customers to determine if longer credit terms are needed due
to the nature of the construction, decorative and paint materials industry.

In the meantime, after Sunlong
has considered a

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549 -4631
       DIVISION OF
CORPORATION FINANCE

 Mail Stop 4631

December 29, 2017

Via E-Mail
Mr. Tim Richerson
Chief Executive Officer
JM Global Holding Company
1615 South Congress Avenue, Suite 103
Delray Beach, FL  33445

 Re: JM Global Holding Company
  Revised Preliminary Merger Proxy Statement on Schedule 14A
  Filed December 20, 2017
 File No. 1 -37513

Dear Mr. Richerson :

We have reviewed the  filing and have the following comments.  In some of  our
comments  we may ask you to provide  information so that we may better understand your
disclosure.

Please respond to these comments within 10 business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not bel ieve that
our comments apply to your facts and circumstances, please  tell us why in your response.

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

Amendment No. 2 to the Preliminary Proxy Statement filed December 20, 2017

Sunlong Management’s Discussion and Analysis, page 156

Results of Operations, page 157

1. You state on page 159: "Our trading of industrial waste materials are dependent to the
progress of the end users whom used our solid waste recycling equipment and when they
are able to sell those industrial waste materials to our suppliers to process the w aste."
Please clarify this sentence given it appears that China Sunlong's suppliers sell waste

Mr. Tim Richerson
JM Global Holding Company
December 29 , 2017
Page 2

 materials to China Sunlong and then China Sunlong sells those waste materials to the two
significant business “end users” who are related to each other, but then  those end users
sell the waste materials back to the suppliers.  Assuming this sequence is correct, explain
to us why the two related end users do not instead purchase the waste materials directly
from the suppliers, since your suppliers directly drop ship  the waste materials to them.  In
this regard, it is not clear what value, if any, China Sunlong has provided to the related
end users and therefore how it has earned or appropriately recognized revenues.   It is also
not clear whether there is a legitimate b usiness purpose for the two related end users to
pay a 34% premium (equivalent to the gross margin recorded on these transactions
through September 30, 2017) to only process these transactions through China Sunlong.
Please disclose in the filing whether ma nagement believes that this trading business
model is sustainable and the basis for that assessment.

2. We have read the revision on page 161 related to the third bullet of comment 4 in our
letter dated December 14, 2017.  You have disclosed that you ear ned consulting revenue
during the year ended December 31, 2016 with “minimal cost” associated with that
revenue.  Please explain why or how such revenue was able to be recorded with “minimal
cost.”

Liquidity and Capital Resources, page 170

3. Regarding the latest revision to the accounts receivable discussion on page 170, the
responses provided in your letters raise a concern that China Sunlong’s September 30,
2017 allowance for doubtful accounts accounting policy was not applied in a complete
and object ive manner as required by ASC 310 -10-35-4 through 35 -11.  The responses
focus on unsupported and subjective assumptions while failing to fully address the
primary objective and verifiable evidence that was known when the September 30, 2017
financial stateme nts were filed on December 1, 2017.  For example, when the September
30, 2017 financial statements were filed, management knew that the two affiliated
customers that generated substantially all of your 2017 trading revenue had not paid any
of the $18.7 mill ion of receivables associated with those revenues, irrespective of the
applicable 30 day payment terms.  Further, management knew that approximately $11
million of that balance was over five months old and that the significant delinquency
cannot reasonably be attributed to the two customers’ longer “operating cycles” given
that these same customers were apparently able to pay substantially all of the $837,332
they owed on the July 1, 2016 – December 31, 2016 trading sales transactions by
December 31, 2016.  Also, management was aware that they had very little experience
negotiating these trading transactions prior to 2017.  We further note that despite our
prior request, management was not able to specifically explain why the customers have
not been able to pay  what they owe.  In addition, there does not appear to be any

Mr. Tim Richerson
JM Global Holding Company
December 29 , 2017
Page 3

 objective and verifiable evidence supporting an assumption that the two customers
currently have the financial resources to pay what they owe.  ASC 310 -10-35-8 requires
that management consider su ch known evidence that existed up through the date the
financial statements were actually issued.  Please revise the China Sunlong financial
statements to establish an allowance for doubtful accounts balance that reasonably
reflects the known, adverse and o bjective evidence surrounding the collectibility of these
receivables.  Alternatively, provide us with English translation versions of the underlying
contracts and a chronological summary of all discussions between China Sunlong and the
two customers concer ning the causes and status of these delinquent accounts so that we
can better understand whether there is a rational and objective basis for the zero
allowance balance at September 30, 2017.  In assessing the materiality of this issue, we
note that the deli nquent receivables approximate 30% of 2017 total assets and 50% of
2017 total revenue.  Further, we note that per page 93, the China Sunlong purchase that
shareholders are voting on was valued using a multiple of projected 2017 revenue.

4. On page F -54, it is reported that two customers accounted for 45.2% and 43.6% of the
September 30, 2017 receivables balance.   We understand that these two customers are in
fact related to each other.  Please revise Note 11 to disclose whether any of the referenced
custome rs and suppliers are related and disclose the nature of the relationships.  In
addition, please clarify whether any of the $14.8 million of trading business prepayments
(page 171) were paid to entities that are in any way related to the two customers that h ave
been unable to pay their $18.7 million of receivables.   If so, then please explain why no
September 30, 2017 loss allowance was reserved against this asset.

5. Please tell us whether the two major customers, Wuhan KYX and Wuhan Zhirong (page
34), are  either directly or indirectly owned or controlled by the people/entities that own or
control the major supplier, Wuhan Jingxin Photovoltaics New Energy Technology Co.,
Ltd (page 36).  Address also any relationship between these entities and Wuhan Mingjia
Industry and Trade Development Co. Ltd. since page 192 reports that Ms. Li controlled
both Wuhan and China Sunlong.  Describe also any family or contractual relationships
between Ms. Li and Mr. Wensheng Yan.   If China Sunlong’s major customers are
controlled by the same parties that control their major supplier, then clarify for us how
China Sunlong has any substantive control over the pricing in transactions involving
those companies.  Specifically, it would appear that the person/entity that controls both
the supplier and the customer could dictate any pricing terms as well as any associated
accounts receivable payment provisions.   Absent a legitimate ability to establish selling
prices, it would appear that the trading transactions described on page 159 should  be
recognized on a net basis instead of on a gross basis.

Mr. Tim Richerson
JM Global Holding Company
December 29 , 2017
Page 4

 You may direct questions on comments on the financial statements and related matters to
Jenn Do, Staff Accountant, at (202) 551 -3743 or Alfred P. Pavot, Jr., Staff Accountant, at (202)
551-3738.  You may direct questions on other comments and disclosure issues to Edward M.
Kelly, Senior Counsel, at (202) 551-3728 or me at (202) 551 -3765  with any  questions.

Very truly yours,

/s/ John Cash, for

Pamela A. Long
Assistant Director
Office of Manufacturing and
Construction

cc: Via E-Mail
 Douglas Ellenoff , Esq.
 Stuart Neuhauser, Esq.
 Ellenoff Grossman & Schole LLP
 1345 Avenue of the Americas, 11th Floor
 New York, NY 10105

CORRESP
1
filename1.htm

JM
Global Holding Company

1615
South Congress Avenue, Suite 103

Delray
Beach, FL 33445

December
19, 2017

VIA
EDGAR

U.S.
Securities and Exchange Commission

Office
of Manufacturing and Construction

100
F Street, N.E.

Mail
Stop 4631

Washington,
DC 20549

Attn:
Pamela A. Long, Assistant Director

 Re: JM
                                         Global Holding Company

Revised
Preliminary Merger Proxy Statement on Schedule 14A

Filed
December 1, 2017

File
No. 1-37513

Dear
Ms. Long:

JM
Global Holding Company (the “Company”, “JM Global,” “we”, “us”
or “our”) hereby transmits its response to the letter received by us from the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”), dated December 14, 2017 regarding our Revised
Preliminary Merger Proxy Statement on Schedule 14A (the “Proxy Statement”) previously filed on December 1,
2017. A marked version of the Proxy Statement is enclosed herewith reflecting all changes to the Proxy Statement made in Amendment
No. 2 to the Proxy Statement filed with the Commission (“Amendment No. 2”).

Selected
Unaudited Pro Forma Condensed Combined Financial Information, page 33

 1. We
                                         have read your response to comment 7 in our November 7, 2017 letter. You indicated that
                                         you have revised the table to provide net income for both redemption scenarios. However,
                                         we note this information was provided only for the nine months ended September 30, 2017.
                                         Please further revise to include net income for both redemption scenarios for the year
                                         ended December 31, 2016.

Response:
In response to the Staff’s comment, the Company has revised its disclosure on page 32 of Amendment No. 2 to include net
income for both redemption scenarios for the year ended December 31, 2016.

Certain
Company Projected Financial Information, page 103

 2. Refer
                                         to comment 13 in our November 7, 2017 letter. It is unclear why the tabular presentations
                                         on page 103 differ from the "Financial Projections — Sunlong" which you
                                         provided us. Please advise, and, as appropriate, revise the disclosure.

Response:
The Company wishes to clarify that the projections in “Financial Projections – Sunlong” provided
separately to Staff represented forecast information regarding Sunlong’s operations on a consolidated basis, while
prior tabular presentations on page 104 of the Proxy Statement erroneously only covered projections for the Shengrong
division of Sunlong’s operations and excluded projections relating to TJComex. In response to the Staff’s
comment, the Company has revised the tabular presentations on page 103 of Amendment No. 2 to conform to the forecasts
in “Financial Projections – Sunlong” that were separately provided.

Pamela A. Long, Assistant Director

U.S. Securities and Exchange Commission

December 19, 2017

Page 2  of
4

Director
Election Proposals, page 118; Information about Directors Expected to be Appointed to the Board Upon the Closing of the Business
Combination, page 177

 3. In
                                         the biographical paragraphs of Ms. Hui Zhu, Ms. Yaqing Hu, and Mr. Chenchen Zhang, describe
                                         briefly their business experience during the past five years. See Item 7(b) of Schedule
                                         14A and Item 401(e)(1) of Regulation S-K.

Response:
In response to the Staff’s comment, the Company has revised its disclosure on page 175 of Amendment No. 2 to: (i) include
in Ms. Hui Zhu’s biography her business experience for the past five years. (ii) clarify that Ms. Yaqing Hu obtained her
bachelor’s degree in 2014 and her master’s degree in 2015, and (iii) clarify that Mr. Chenchen Zhang obtained his
bachelor’s degree in 2012 and his master’s degree in 2014. Given that they are recent graduates, neither Ms. Yaqing
Hu nor Mr. Chenchen Zhang has five years’ worth of business experience.

Sunlong
Management's Discussion and Analysis, Results of Operations, page 160

 4. We
                                         have read your response to comment 20 in our November 7, 2017 letter and note the related
                                         revisions related on pages 161-168 regarding your trading and other business. Please
                                         address the following:

 ● Explain
                                         to us why or how the products Acid Hydrolysis Titanium Dioxide and Petroleum FCC Catalyst
                                         each accounted for the same amount of trading and other revenues and cost of revenues
                                         for the year ended December 31, 2016, as shown on pages 166 and 168.

 ● Regarding
                                         the two significant customers at both September 30, 2017 (page 162) and December 31,
                                         2016 (page 167), please confirm, if true, that these customers are not related parties.
                                         Disclose whether they are related to each other and, if so, how.

 ● As
                                         previously requested, please revise to explain why the gross margin declined from 51%
                                         as of December 31, 2016 to 34.2% as of September 30, 2017.

Response:
In response to the Staff’s comment:

 (i) the
                                         Company respectfully advises the Staff that the reason for the same amount of trading
                                         and other revenues and cost of revenues for the year ended December 31, 2016 for the
                                         products Acid Hydrolysis Titanium Dioxide and Petroleum FCC Catalyst was that Sunlong
                                         sold the same amount of quantity of these products while the unit selling price and unit
                                         cost remained the same. These are the prices that Sunlong was able to negotiate with
                                         its customers and vendors for its trading business. In addition, these products perform a similar function as decorative building materials. As a result, these
two products would have a very similar pricing and we purchased these products from the same vendors and sold them to two customers
who were related to each other. Thus, these products has the same amount of trading and other revenues and cost of revenues for
the year ended December 31, 2016.

 (ii) The
                                         Company has revised its disclosure on pages 159 and 164 of Amendment No. 2 to provide
                                         additional disclosures that these two customers are unrelated third parties to Sunlong
                                         but they are related to each other.

 (iii) The
                                         Company has revised its disclosure on page 161 of Amendment No. 2 to explain why the
                                         gross margin declined from 51% as of December 31, 2016 to 34.2% as of September 30, 2017.

Pamela A. Long, Assistant Director

U.S. Securities and Exchange Commission

December 19, 2017

Page 3  of 4

 5. We
                                         have read your response to comment 22 in our November 7, 2017 letter. While the risk
                                         factor has in fact been removed, disclosure remains on pages 20 and 140-141 regarding
                                         TJComex's licenses to build electronic commodity exchange platforms. Please revise.

Response:
In response to the Staff’s comment, the Company has removed its disclosure on pages 20, 137 and 138 of Amendment No. 2
with regard to TJComex’s licenses to build electronic commodity exchange platforms.

Liquidity
and Capital Resources, page 173

 6. We
                                         have read your response to comment 25 in our November 7, 2017 letter and the related
                                         revision on page 173. You have indicated that payment terms are 30 days after receipt
                                         of goods but that no collections have been made subsequent to September 30, 2017. Please
                                         tell us why the two customers that comprise a combined 99% of your trading and other
                                         revenue through September 30, 2017 and apparently represented by $18.7 million of the
                                         $21.1 million accounts receivable balance at that date have not been able to pay what
                                         is due. We note that since $11.6 million of the $20.0 million in trading and other revenue
                                         through the nine months ended September 30, 2017 was booked prior to July 1, 2017, most
                                         of the receivables are over five months old. Based on the inability of your customers
                                         to repay the receivable based on the contractual repayment terms, we are not able to
                                         conclude that the September 30, 2017 allowance balance complies with US GAAP nor that
                                         revenue was appropriately recorded since it is not clear that collectability was reasonably
                                         assured (from your revenue recognition policy on page 170). Please advise.

Response:
In response to the Staff’s comment, the Company has revised its disclosure on page 170 of Amendment No. 2 to explain why
Sunlong believes its September 30, 2017 allowance balance complies with U.S. GAAP. The Company respectfully advises the Staff
that at the time Sunlong recognized its revenue, it had persuasive evidence that an arrangement existed, delivery had occurred,
the price was fixed or determinable, and the ability to collect was reasonably assured. Sunlong has determined that it has adequate
allowance balance as of September 30, 2017 because it reaffirmed with its customers in November 2017 that its customers would
start making progressive payment from December 2017 to July 2018. Should these customers not making progressive payment by December
31, 2017, Sunlong will reassess its potential losses to determine if the bad debt allowance on Sunlong’s accounts receivable
is adequate as of December 31, 2017.

Pamela A. Long, Assistant Director

U.S. Securities and Exchange Commission

December 19, 2017

Page 4 of 4

Beneficial
Ownership of Securities, page 191

 7. In
                                         the table on page 192, please include all of your executive officers and directors. We
                                         note that you have omitted Mr. Xiaoyan Shen, the chief financial officer and secretary
                                         identified on page 177.

Response:
In response to the Staff’s comment, the Company has added Ms. Xiaoyan Shen, our chief financial officer and secretary, to
the beneficial ownership table on page 189 of Amendment No. 2.

 8. Please
                                         tell us, and revise if appropriate, whether the shares in the table include the shares
                                         that the sponsor sold to Messrs. Tim Richerson and Peter Nathanial in October 2017. Please
                                         add also a footnote to clarify, if true, that the amounts in the table do not include
                                         the shares that the sponsor intends to sell to Messrs. Kurt Jetta and Arthur B. Drogue
                                         if the transaction is consummated as disclosed under "Certain Relationships and
                                         Related Party Transactions" on page 193.

Response:
In response to the Staff’s comment, the Company hereby confirms that the shares in the table include the shares that the
sponsor sold to Messrs. Richerson and Nathanial in October 2017. The Company has added a footnote on page 189 of Amendment No.
2 to clarify that the amounts in the table exclude the shares that the sponsor intends to sell to Messrs. Jetta and Drogue if
the Business Combination is consummated.

We
thank the Staff for its review of the foregoing. If you have further comments, we ask that you forward them by electronic mail
to our counsel, Stuart Neuhauser at sneuhauser@egsllp.com or by telephone at (212) 370-1300.

    Very
    truly yours,

    /s/
    Tim Richerson

    Tim
    Richerson, Chief Executive Officer

    cc:
    Douglas
        Ellenoff, Esq.

        Stuart
        Neuhauser, Esq.

        Ellenoff Grossman & Schole LLP

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549 -4631
       DIVISION OF
CORPORATION FINANCE

 Mail Stop 4631

       December 14, 2017

Via E-Mail
Mr. Tim Richerson
Chief Executive Officer
JM Global Holding Company
1615 South Congress Avenue, Suite 103
Delray Beach, FL 33445

 Re: JM Global Holding Company
  Revised Preliminary Merger Proxy Statement on Schedule 14A
  Filed December 1, 2017
 File No. 1 -37513

Dear Mr. Richerson :

We have reviewed the  filing and have the following comments.  In some of  our
comments  we may  ask you to provide  information so that we may better understand your
disclosure.

Please respond to these comments within 10 business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believ e that
our comments apply to your facts and circumstances, please  tell us why in your response.

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

Selected Unaudited Pro Forma Condensed Combined Financial Information, page 33

1. We have read your response t o comment 7 in our November 7, 2017  letter .  You indicated
that you have revised the table to provide net income for both redemption scenarios.
However, we note this information was provided only for the nine months ended September
30, 2017. Please further revise to include net income for both redemption scenarios for  the
year ended December 31, 2016.

Mr. Tim Richerson
JM Global Holding Company
December 14 , 2017
Page 2

Certain Company Projected Financial Information, page 103

2. Refer to comment 13 in our November 7, 2017 letter.  It is unclear why the tabular
presentations on page 103 differ from the “Financial Projections – Sunlong” which you
provided us.  Please advise, and, as appropriate, revise the disclosure.

Director Election Proposals, page 118; Information about Directors Expected to be Appointed to
the Board Upon the Closing of the Business Combination, page 177

3. In the biographical paragraphs of Ms. Hui Zhu, Ms. Yaqing Hu, and Mr. Chenchen Zhang,
describe briefly their business experience during the past five years.  See Item 7(b) of
Schedule 14A and Item 401(e)(1) of Regulation S -K.

Sunlong Management’s D iscussion  and Analysis, Results of Operations, page 160

4. We have read your response to comm ent 20 in our November 7, 2017 letter and note the
related revisions related on pages 161 -168 regarding your trading and other business.  Please
address the following:

 Expla in to us why or how the products Acid Hydrolysis Titanium Dioxide and
Petroleum FCC Catalyst each accounted for the same amount of trading and other
revenues and cost of revenues for the year ended December 31, 2016, as shown on
pages 166 and 168.

 Regardi ng the two significant customers at both September 30, 2017 (page 162) and
December 31, 2016 (page 167), please confirm, if true, that these customers are not
related parties. Disclose whether they are relate d to each other and, if so, how.

 As previously requested, please revise to explain why the gross margin declined from
51% as of December 31, 2016 to 34.2% as of September 30, 2017.

5. We have read your response to  comment 22 in our November 7, 2017  letter.  While the risk
factor has in fact been removed,  disclosure remains on pages 20 and 140 -141 regarding
TJComex’s licenses to build electronic commodity exchange plat forms.  Please revise .

Liquidity and Capital Resources, page 173

6. We have read your response to  comment 25 in our November 7, 2017 letter and the related
revision on page 173.  You have indicated that payment terms are 30 days after receipt of

Mr. Tim Richerson
JM Global Holding Company
December 14 , 2017
Page 3

 goods but that no collections have been made subsequent to September 30, 2017.  Please tell
us why the two customers that comprise a combined 99% of your trading and other revenue
through September 30 , 2017 and apparently represented by $18.7 million of the $21.1 million
accounts receivable balance at  that date have not been able to pay what is due.  We note that
since $11.6 million of the $20.0 millio n in trading and other revenue through the nine months
ended September 30, 2017 was booked prior to July 1, 20 17, most of the receivables are over
five months old.  Based on the inability of your customers to repay the receivable based on
the contractual r epayment terms, we are not able to conclude that the September 30, 2017
allowance balance complies with US GAAP  nor that revenue was appropriately recorded
since it is not clear that collectability was reasonably assured (from your revenue recognition
policy on page 170).  Please advise.

Beneficial Ownership of Securities, page 191

7. In the table on page 192, please include all of your executive officers and directors.  We note
that you have omitted Mr. Xiaoyan Shen, the chief financial officer and secretar y identified
on page 177.

8. Please tell us, and revise if appropriate, whether the shares in the table include the shares that
the sponsor sold to Messrs. Tim Richerson and Peter Nathanial in October 2017.  Please add
also a footnote to clarify, if true, th at the amounts in the table do not include the shares that
the sponsor intends to sell to Messrs. Kurt Jetta and Arthur B. Drogue if the transaction is
consummated as disclosed under “Certain Relationships and Related Party Transactions” on
page 193.

You may direct questions on comments on the financial statements and related matters to
Jenn Do, Staff Accountant, at (202) 551 -3743 or Alfred P. Pavot, Jr., Staff Accountant, at (202)
551-3738.  You may direct questions on other comments and disclosure issues  to Edward M.
Kelly, Senior Counsel, at (202) 551-3728 or me at (202) 551 -3765  with any  questions.

       Very truly yours,

       /s/ Pamela A. Long

       Pamela A. Long
       Assistant Director
       Office of Manufacturing and Construction

Mr. Tim Richerson
JM Global Holding Company
December 14 , 2017
Page 4

cc: Via E-Mail
 Douglas Ellenoff , Esq.
 Stuart Neuhauser, Esq.
 Ellenoff Grossman & Schole LLP
 1345 Avenue of the Americas, 11th Floor
 New York, NY 10105

CORRESP
1
filename1.htm

JM Global Holding Company

1615 South Congress Avenue, Suite 103

Delray Beach, FL 33445

December 1, 2017

VIA EDGAR

U.S. Securities and Exchange Commission

Office of Manufacturing and Construction

100 F Street, N.E.

Mail Stop 4631

Washington, DC 20549

Attn: Pamela A. Long, Assistant Director

 Re: JM Global Holding Company

Preliminary Merger Proxy Statement on Schedule
14A

Filed October 11, 2017

File No. 1-37513

Dear Ms. Long:

JM Global Holding Company
(the “Company”, “JM Global,” “we”, “us” or “our”)
hereby transmits its response to the letter received by us from the staff (the “Staff”) of the Securities and
Exchange Commission (the “Commission”), dated November 7, 2017 regarding our Preliminary Merger Proxy Statement
on Schedule 14A (the “Proxy Statement”) previously filed on October 11, 2017. A marked version of the Proxy
Statement is enclosed herewith reflecting all changes to the Proxy Statement made in Amendment No. 1 to the Proxy Statement filed
with the Commission (“Amendment No. 1”).

General

 1. We note that you have not filed a Form S-4 for the issuance of shares to the Sellers in the Share Exchange under the Securities
Act. Please tell us what exemption from Securities Act registration you are relying upon and the facts supporting your use of the
exemption.

Response: Pursuant to the Staff’s request,
the Company respectfully advises the Staff that its proposed issuance of Company common stock to Sellers in connection with the
proposed Business Combination is exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”),
pursuant to Section 4(a)(2) thereof and Regulation S promulgated thereunder.

The Company determined, based in part on the manner of
the issuance and the nature and limited number of recipients of the common stock to be issued in connection with the proposed
Business Combination (14 Sellers), that the proposed issuance of Company common stock under the Share Exchange Agreement does
not involve a “public offering” within the meaning of Section 4(a)(2) of the Securities Act. Negotiations with the
Sellers with respect to the Share Exchange Agreement were conducted privately outside of the United States. The Sellers have also
represented to the Company that each have sufficient knowledge and experience in financial and business matters that he or she
is capable of evaluating the merits and risks of the prospective investment in the Company common stock.

Pamela A. Long, Assistant Director

U.S. Securities and Exchange Commission

December 1, 2017

Page 2  of 11

In addition, based on representations provided by
Sellers to the Company, the Company has concluded that, for each Seller, the conditions to the safe harbor under Rule 903 of Regulation
S for non-“U.S. persons” (as defined in Rule 902 of Regulation S) are satisfied for each Seller. Negotiations with
the Sellers were conducted outside of the United States in an “offshore transaction” (as defined in Rule 902 of Regulation
S). No “directed selling efforts” (as defined in Rule 902 of Regulation S) were conducted in connection with the signing
of the Share Exchange Agreement.

For the reasons stated above, the issuance of Company
common stock to the Sellers in connection with the proposed Business Combination is exempt from registration under the Securities
Act pursuant to Section 4(a)(2) thereof and Regulation S promulgated thereunder.

Letter to investors

 2. On the second page of this letter, where you disclose that public stockholders may elect to redeem shares even if they vote
in favor of the transaction, please clarify, if true, that public stockholders must vote either for or against the transaction
in order to exercise redemption rights. Please make similar clarifying disclosure on page 14 under “As long as I vote on
the Business Combination Proposal . . .” and elsewhere that similar disclosure appears.

Response: In response to the Staff’s
comment, the Company has revised its disclosure on the second page of its letter to investors and page 14 of Amendment No. 1 to
clarify that public stockholders must vote either for or against the transaction in order to exercise redemption rights.

Summary Term Sheet, page 1

 3. To the extent practicable, and if material, please quantify in the bullet point on page 4 any out of pocket expenses incurred
in connection with activities on your behalf for which your sponsor, executive officers, directors, or any of their affiliates
will be reimbursed at the business combination’s closing.

Response: In response to the Staff’s
comment, the Company has revised its disclosure on pages 5, 13, 28, 54, 64, 68 and 105 of Amendment No. 1 to clarify that, although
our sponsor, executive officers, directors, or any of their affiliates will be reimbursed for out-of-pocket expenses incurred in
connection with activities relating to the business combination, no out-of-pocket expenses have been incurred to date.

 4. In the third full bullet point on page 2, and elsewhere containing similar disclosure, please clarify whether the public
shares held by your sponsor are included in the 31.2% interest to be retained by initial stockholders and affiliates after the
transaction. We note that you exclude the sponsor’s public shares from the 7.1% to be retained by public stockholders, based
on the assumptions you cite.

Response: In response to the Staff’s
comment, the Company has revised its disclosure on pages 2, 10, 24, 60, 83 and 106 of Amendment No. 1 to clarify that the public
shares held by our sponsor are included in the interest to be retained by initial stockholders and affiliates after the transaction.

Pamela A. Long, Assistant Director

U.S. Securities and Exchange Commission

December 1, 2017

Page 3   of 11

How will JM Global’s Sponsor, directors and officers
vote?, page 12

 5. Please clarify and reconcile disclosure in this Q&A and elsewhere in the proxy statement that the Sponsor may redeem
up to an aggregate of 2,350,000 shares on the same terms as the public shares with disclosure on page 14 under “Do I have
redemption rights?” and elsewhere that the Sponsor has agreed to waive redemption rights.

Response: In response to the Staff’s
comment, the Company has revised its disclosure on page 12 of Amendment No. 1 to clarify and reconcile the above-referenced disclosure.

Opinion of Highline Research Advisors LLC . . . , page
23

 6. Disclosure describing the opinion in this paragraph is not consistent with the opinion you have filed as Annex B to the
proxy statement. That opinion relates to the fairness, from a financial point of view, to the holders of the common stock of the
company. It does not address fairness to JM Global or the fair market value of CaymanCo in relation to the amount of funds held
in the trust. Please reconcile this and other disclosures in the proxy statement accordingly.

Response: In response to the Staff’s
comment, the Company has revised its disclosure on page 23 of Amendment No. 1 to clarify that opinion opines that the Share Exchange
Agreement is fair, from a financial point of view, to the holders of the common stock of the Company.

Selected Unaudited Pro Forma Condensed Combined Financial
Information, page 32

 7. In the table on page 33, there are line items for net income for both redemption scenarios for the six months ended June
30, 2017 and the year ended December 31, 2016. However, these line items are blank. Please advise or revise.

Response: In response to the Staff’s
comment, the Company has revised its disclosure on page 33 of Amendment No. 1 to include net income for both redemption scenarios.

We will incur significant transaction and transition costs
in connection with the Business Combination…., page 53

 8. You discuss among other things that if JM Global and Sunlong do not consummate the business combination, each party will
be required to pay its own fees and expenses, and JM Global likely will not have sufficient cash available to pay its fees and
expenses unless and until it completes a subsequent business combination transaction. Considering that a failure to effect a business
combination by January 29, 2018 is cited on page 139 as a condition that raises substantial doubt about your ability to continue
as a going concern, please revise this risk factor to address the fact that JM Global has historically been deemed a going concern.

Response: In response to the Staff’s
comment, the Company has revised its disclosure on pages 52-53 of Amendment No. 1 to describe the Company’s ability to continue
as a going concern.

Pamela A. Long, Assistant Director

U.S. Securities and Exchange Commission

December 1, 2017

Page 4  of 11

Although we expect our common stock and warrants will
remain listed on NASDAQ after the Business Combination…, page 57

 9. Please continue to update disclosure relating to your plan of compliance submitted to NASDAQ on September 28, 2017.

Response: In response to the Staff’s
comment, the Company has revised its disclosure on page 57 of Amendment No. 1 to provide an update as to NASDAQ’s acceptance
of our plan of compliance.

Unaudited Pro Forma Condensed Combined Financial Information,
page 67

 10. On page 68 you explain that one of the pro forma presentations assumes maximum redemptions of 100% of outstanding public
common stock plus redemptions of 100% of redeemable outstanding common shares held by the sponsor, which amounts to 3,386,888 shares
of the remaining redeemable common stock as of June 30, 2017. You disclose in a risk factor on pages 65-66, however, that because
your net tangible assets must be at least $5,000,001, “holders of no more than 499,274 shares of the 4,036,888 public shares
as of September 30, 2017 can redeem their public shares in connection with the Business Combination if the Business Combination
were consummated as of that date. As a result, we may be able to consummate the Business Combination even though holders of a majority
of our public shares have chosen to redeem their shares.” Considering that 963,112 shares were already redeemed at the extension
meeting on July 27, 2017, please explain how no more than 499,274 shares can constitute “a majority” of your redeemed
public shares. Explain how the maximum redemptions presentation is consistent with or makes sense based on the notion that redemption
is limited to only 499,274 shares.

Response: In response to the Staff’s
comment, the Company has revised the disclosure on page 65 of Amendment No. 1, as follows:

This condition effectively
requires that holders of no more than 3,501,324 shares of the 4,036,888 public shares as of September 30, 2017 (including up to
2,350,000 or the 3,000,000 public shares held by our Sponsor) redeem their public shares in connection with the Business Combination
if the Business Combination were consummated as of that date. As a result, we may be able to consummate the Business Combination
even though holders of a majority of our public shares have chosen to redeem their shares.

The Share Exchange Agreement, page 82; Governing Law and
Dispute Resolution, page 87

 11. Notwithstanding the inclusion of disclaimers on pages 81 and 87, the representations, warranties and covenants in the exchange
agreement filed with this proxy statement constitute public disclosure for purposes of the federal securities laws, and JM Global
Holding Company or JM Global is responsible for considering whether additional specific disclosures of material information about
material contractual provisions of the share exchange agreement are required to make the statements included in the proxy statement
not misleading. Please include disclosure acknowledging that if specific material facts exist that contradict the representations,
warranties, or covenants in the share exchange agreement, you have provided corrective disclosure in the proxy statement. Furthermore,
if subsequent information concerning the subject matter of the representations, warranties, and covenants in the share exchange
agreement may or may not be fully reflected in JM Global’s public disclosures, please clarify that JM Global’s public
disclosures will include any material information necessary to provide JM Global’s stockholders a materially complete understanding
of the share exchange agreement disclosures.

Response: In response to the Staff’s
comment, the Company has revised its disclosure on pages 82 and 89 of Amendment No. 1 to clarify that, notwithstanding the disclaimers
on such pages, JM Global will provide corrective disclosures in the proxy statement if specific material facts exist that contradict
the representations, warranties, or covenants in the share exchange agreement, and its public disclosures will include any material
information necessary to provide JM Global’s stockholders a materially complete understanding of the Share Exchange Agreement
disclosures.

Pamela A. Long, Assistant Director

U.S. Securities and Exchange Commission

December 1, 2017

Page 5  of 11

Background of the Business Combination, page 90

 12. Please revise the background to discuss the delivery of the fairness opinion that you have included as Annex B to the proxy
statement.

Response: In response to
the Staff’s comment, the Company has revised its disclosure on page 95 of Amendment No. 1 to discuss the delivery of the
fairness opinion to the Company’s board of directors.

Fairness Opinion of Highland
Research Advisors, page 98

 13. Please provide us with copies of any outlines, summaries, reports, projections, or board books prepared and furnished by
Highland Research Advisors to the JM Global’s board of directors.

Response: We are providing
to the Staff under separate cover, pursuant to Rule 418 under the Securities Act, copies of the materials requested, which include
materials provided to JM Global’s board in connection with the proposed transaction, including board presentations and the
final fairness opinion prepared by JM Global’s financial advisor, Highline Research Advisors.

Sunlong Selected Companies
Analysis, page 100

 14. Explain the meaning of “LTM” and “OCF.”

Response: In response to
the Staff’s comment, the Company has revised its disclosure on page 100 of Amendment No. 1 to define “LTM” as
“Latest Twelve Months” and “OCF” as “Operating Cash Flow.”

Miscellaneous, page 102

 15. Disclosure that Highland Research Advisors is providing and has in the past provided investment banking services to JM Global
or its affiliates is inconsistent with disclosure two paragraphs above that Highland Research Advisors had not been engaged by
or worked with JM Global before being engaged for the purpose of rendering this fairness opinion. Please reconcile the disclosures.

Response: In response to
the Staff’s comment, the Company has revised its disclosure on page 102 of Amendment No. 1 to clarify that Highline had not
been engaged by, or provided investment banking services to, JM Global (or any other participant to the transaction) before being
engaged to render its fairness opinion.

Pamela A. Long, Assistant Director

U.S. Securities and Exchange Commission

December 1, 2017

Page 6  of 11

U.S. Federal Income Tax
Considerations to U.S. JM Global Stockholders, page 109

 16. Delete the word “generally” in the second and fourth paragraphs because the word may imply that stockholders
cannot rely on the disclosure. Revise elsewhere wherever similar disclosure appears in the proxy statement. Alternatively, describe
the basis for any uncertainty of the United States federal income tax consequences for stockholders.

Response: In response to
the Staff’s comment, the Company has revised its disclosure on pages 109-112 of Amendment No. 1 to delete the word “generally”
and provide additional clarifying disclosure.

Director Election Proposals,
page 118; Management after the Business Combination, page 171

 17. Identify the seventh director nominated by your board of directors to serve

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549 -4631
       DIVISION OF
CORPORATION FINANCE

 Mail Stop 4631

       November 7 , 2017

Via E-Mail
Mr. Tim Richerson
Chief Executive Officer
JM Global Holding Company
1615 South Congress Avenue, Suite 103
Delray Beach, FL 33445

 Re: JM Global Holding Company
  Preliminary Merger Proxy Statement on Schedule 14A
  Filed October 11, 2017
 File No. 1 -37513

Dear Mr. Richerson :

We have reviewed the  filing and have the following comments.  In some of  our
comments  we may ask you  to provide  information so that we may better understand your
disclosure.

Please respond to these comments within 10 business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe that
our comments apply to your facts and circumstances, please  tell us why in your response.

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

General

1. We note that you have not filed a Form S -4 for the issuance of shares to the Sellers in the
Share Exchange under the Securiti es Act.  Please tell us what exemption from Securities
Act registration you are relyin g upon and the facts supporting your use of the exemption.

Letter to investors

2. On the second page of this letter, where you disclose that public stockholders may elect
to redeem shares even if they vote in favor of the transaction, please clarify , if true,  that
public stoc kholders must vote either for or against the transaction in order to exercise

Mr. Tim Richerson
JM Global Holding Company
November 7, 2017
Page 2

 redemption rights.   Please make similar clarify ing disclosure on page 14 under “As lon g
as I vote on the Business Combination Proposal . . . ” and elsewhere that similar
disclosure appears.

Summary Term Sheet, page 1

3. To the extent practicable, and if material, please quantify in the bullet point on page 4 any
out of pocket expenses incurred in connection with activities on your behalf for which
your sponsor, executive officers, directors, or any of their affiliates will be reimbursed at
the business combination’s closi ng.

4. In the third full bullet point on page 2, and elsewhere containing similar disclosure ,
please clarify whether the public shares held by your sponsor are included in the 31.2%
interest to be retained by initial stockho lders and affiliates after the transaction.   We note
that you exclude the sponsor ’s public shares from the 7.1% to be retained by public
stockholders , based on the assumptions you cite.

How will JM Global ’s Sponsor, directors and officers vote?, page 12

5. Please clarify and reconcile disclosure  in this Q&A and elsewhere in the proxy statement
that the Sponsor may redeem up to an aggregate of 2,35 0,000 shares on the same terms as
the public shares with disclosure  on page 14 under “Do I have redemption rights? ” and
elsewhere that the Sponsor has agreed to waive redemption rights.

Opinion of Highline Research Advisors LLC . . . , page 23

6. Disclosure describing the opinion  in this paragraph is not consistent with the opinion you
have filed as Annex B to the proxy statement.  That opinion relates to the fairness, from a
financial point of view, to the holders of the common stock of the company .  It does not
address fairness to JM Global or the fair market value of CaymanCo in relation to the
amount of funds held in the trust.  Please reconcile this and  other disclosures in the proxy
statement accordingly.

Selected Unaudited Pro Forma Condensed Combined Financial Information, page 32

7. In the table on pag e 33, there are line items for n et income for both redemption scenarios
for the six months ended June 30, 2017 and the year ended December 31, 2016.
However, these line items are blank. Ple ase advise or revise .

Mr. Tim Richerson
JM Global Holding Company
November 7, 2017
Page 3

 We will incur significant tr ansaction and transition costs in connection with the Business
Combination…., page 53

8. You discuss among other things that if JM Global and Sunlong do not consummate the
business combination, each party will be required to pay its own fees and expenses, and
JM Global likely will not have sufficient cash available to pay its fees and expenses
unless and until it completes a subsequent business combination transaction.  Considering
that a failure to effect a business combination by January 29, 2018 is cited on page 139 as
a condition that raises substantial doubt about your ability to continue as a going concern,
please revise this risk factor to address the fact that JM Global has historically been
deemed a going concern.

Although we expect our common stock and warrants will remain listed on NASDAQ after the
Business Combination…, page 57

9. Please c ontinue to update disclosure relating to your plan of compliance submitted to
NASDAQ on September 28, 2017.

Unaudited Pro Forma Condensed Combined Financial Information, page 67

10. On page 68 you explain that one of the pro forma pre sentations assumes maximum
redemptions of 100% of outstanding public common stock plus redemptions of 100% of
redeemable outstan ding common shares held by the s ponsor, which amounts to 3,386,888
shares of the remaining redeemable common stock as of J une 30 , 2017.   You disclose in a
risk factor on pages 65 -66, however, that because your net tangible assets must be at least
$5,000,001, “holders of no more than 499,274 shares of the 4,036,888 public shares as of
September 30, 2017 can redeem their public share s in connection with the Business
Combination if the Business Combination were consummated as of that date.  As a result,
we may be able to consummate the Business Combination even though holders of a
majority of our public shares have chosen to redeem the ir shares.”  Considering that
963,112 shares were already redeemed a t the extension m eeting on July 27, 2017, please
explain how no more than 499,274 shares can constitute “a majority” of your redeemed
public shares.  Explain how the maximum redemptions pr esentation is consistent with or
makes sense based on the notion that redemption is limited to only 499,274 shares.

The Share Exchange Agreement, page 8 2; Governing Law and Dispute Resolution, page 87

11. Notwithstanding the inclusion of disclaimers  on pages 81 and 87, the representations,
warranties and covenants in the exchange a greement filed with this proxy statement
constitute public disclosure  for purposes of the federal securities laws , and JM Global

Mr. Tim Richerson
JM Global Holding Company
November 7, 2017
Page 4

 Holding Company or JM Global is responsible for considering whether additional
speci fic disclosures of material information about material contractual provisions of the
share exchange  agreement are required to make the statements included in the proxy
statement not misleading.  Please include disclosure acknowledging that if specific
mate rial facts exist that contradict the representations, warranties, or co venants in the
share exchange agreement, you have provided corrective disclosure  in the proxy
statement .  Furthermore, if subsequent information concerning the subject matter of the
representations, warranties, and co venants i n the share exchange agreement may or may
not be fully reflec ted in JM Global’s  public disclosur es, please clarif y that JM Global ’s
public disclosures will include any material informati on necessary to p rovide JM
Global ’s stockholders a materially compl ete understanding of the share exchange
agreement disclosures

Background of the Business Combination, page 90

12. Please revise the background to discuss the delivery of the fairness opinion that you have
included as Annex B to the proxy statement.

Fairness Opinion of Highland Research Advisors, page 9 8

13. Please p rovide us with copies of any outlines, summaries, reports, projections, or board
books prepared and furni shed by Highland Research Advisors  to the JM Global ’s board
of directors.

Sunlong Selected Companies Analysis, page  100

14. Explain the meaning of “LTM” and “OCF.”

Miscellaneous, page 102

15. Disclosure that Highland Research Advisors is providing and has in the past provided
investment banking services to JM Global or its affiliates is inconsistent w ith disclosure
two paragraphs above that Highland Research Advisors had not been engaged by or
worked with  JM Global  before being engaged for the purpose of rendering this fairness
opinion.  Please reconcile the disclosures.

U.S. Federal Income Tax Considerations to U.S. JM Global Stockholders, page 109

16. Delete the word “generally” in the second and fourth paragraphs because the word may
imply that stockholders cannot rely on the disclosure.  Revise elsewhere wherever s imilar

Mr. Tim Richerson
JM Global Holding Company
November 7, 2017
Page 5

 disclosure appears in the proxy statement.  Alternatively, describe the basis for any
uncertainty of the United States federal income tax consequences for stockholders.

Director Election Proposals , page 118 ; Management after the Business Combinatio n, page 171

17. Identify the seventh director nominated by your board of directors to serve as directors
following the business combination.   Additionally, provide the related disclosures
relating to the seventh director.

Summary Compensation Table, page 157

18. It is unclear to what “(3)” in the non -equity incentive plan compensation relates.  Please
revise.

Sunlong Management’s  Discussion and Analysis, Results of Operations, page 160

19. Regarding your discussion of revenues on page 160, please ex plain sales variances by
quantifying changes in volume versus changes in prices for each significant revenue
source.

20. The existing disclosures about the “trading and other” revenue account are vague and
non-informative.  Please revise to dis cuss the follow ing:

 the specific products that comprise the majority of sales;

 the specific transactions that comprise the earnings process and at what stage revenue
gets recorded. In this regard, please reference ASC 605 -45 and specifically address
whether you t ake ti tle to these products;

 whether there are any material customers that compri se a substantial portion of the
revenue; and

 why the gross margin declined from 51% in 2016 to 35% in 2017.

21. Given the materiality of your “trading and other” revenues, please elaborate on this
statement on  page 162:  “The increase in revenue was attributable to our new line of
business in trading of industrial solid waste beginning July 2016 and the acquisition of
TJComex BVI with the inclusion of its general merchandise tradin g business starting in
April 2017.”  In this regard, please revise to disclose the following:

Mr. Tim Richerson
JM Global Holding Company
November 7, 2017
Page 6

 identify how much of the $11.6 million increase in revenue attributable to the trading
of industrial solid waste and other general merchandises was caused by the  “new line
of business in trading of industrial solid waste beginning July 2016” and  the
acquisition of TJComex BVI;

 how you started the “new line of business ,” i.e., did you buy the business or did you
begin selling waste products you were generating fro m your other operations;

 the waste product;

 who is buying it and why;

 how the customer who is buying the waste is able to make a profit;

 whether there are any competitors;

 whether there are any environmental risks;

 whether you deliver the waste or th e customer picks it up; and

 any limit on your ability to generate this waste in sufficient volumes to maintai n the
revenue amounts generated in 2017.

22. We note from page 39 the risk factor related to the building of an electronic commodity
exchange platfor m.  Please revise MD&A to quantify your estimate of how much this
platform will cost to build, how you plan to pay for or finance these costs, and to provide
a timeline of this process.

23. We note from page 39 the risk factor entitled “ TJComex is subject to counterparty risk in
its trading activities, ” which in turn refers to “hedging counterparties” and “hedging
contracts .: However, it does not appear that Sunlong has entered into any such hedging
contracts.  Please revise the risk factor and MD&  to clarify whether Sunlong has in fact
entered into such contracts and, if so, to disclose the terms of each material contract and
the impact on Sunlong’s financial statements for the periods presented.

Liquidity and Capital Resources, page 167

24. We note prepayments a re Sunlong’s largest asset. Please revise MD&A to explain the
significant increase in prepayments and to disclose how many months it will take to

Mr. Tim Richerson
JM Global Holding Company
November 7, 2017
Page 7

 recover this asset and whether the prepayments primarily relate to “equipment and
systems” expense or to “trad ing and  others” expense.  Please also explain why the $31.2
million balance at June 30, 2017 is so much greater than the $11.6 million total cost of
revenues for the six months then ended.  Disclose whether any of this asset is due from
related parties.  Finally, explain why th ere is no loss allowance  and whether any of the
vendors to which you have made prepayments have ever failed to meet the contractual
obligations.

25. Please quantify receivable turnover ratios in MD&A and dis cuss significant variances .
Explain why there is no allowance , given the significant increase in accounts receivable
(page F -45).  Finally, disclose Sunlong’s repayment terms and quantify how much of the
balance at June 30, 2017 has subsequently been collected in cash.

Risks, page 16 9

26. We note the risk on page 40 entitled “ TJComex’s risk management policies and
procedures may leave it exposed to unidentified or unanticipated risks.”   Please revise  to
further explain what specific risks relate to all of the referenced risks, i.e., commodity
price, foreign exchange, interest rate, counterparty (including credit), operational, and
regulatory, how these risks currently impact your business and operations , and what you
are doing to mitigate these risks.

Director  Independence, page 173; Audit Committee, page 173; Compensation Committee, page
173; Corporate Governance and Nominating Committee, page 173

27. Revise to include omitted information.

Code of Ethics, page 174

28. Revise to include the address  of your website.

JM Global Related Person Transactions, page 187

29. In the eighth paragraph, identify the other affiliate to whom your sponsor intends to the
sell additional shares.

China Sunlong Financial Statemen ts

30. Please revise to put the columns presented in China Sunlong’s financial sta tements in
chronological order.

Mr. Tim Richerson
JM Global Holding Company
November 7, 2017
Page 8

Note 3 – Business combination, page F -44

31. You state that at the closing of the TJComex BVI transaction on March 31, 2017, the
selling s hareholde rs received  5,935 shares of China Sunlong common s tock valued at
$926.71 per share for 100% of their equity interests in TJComex BVI.  Please revise to
identify the specific objective evidence upon which you relied to arrive at the $926.71 per
share price of Comex stock.

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.

You may direct questions on comments on the financial statements and related matters to
Jenn Do, Staff Accountant, at (202) 551 -3743 or Alfred P. Pavot, Jr., Staff Accountant, at (202)
551-3738.  You may direct questions on other comments and disclosure issues to Edward M.
Kelly, Senior Counsel, at (202) 551-3728 or me at (202) 551 -3765  with any  questions.

       Very truly yours,

       /s/ Pamela A. Long

       Pamela A. Long
       Assistant Director
       Office of Manufacturing and Construction

CORRESP
1
filename1.htm

JM Global Holding Company

1615 South Congress Avenue

Suite 103

Delray Beach, FL 33445

    July 22, 2015

VIA EDGAR

J. Nolan McWilliams

Attorney-Advisor

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:

        JM Global Holding Company

        Registration Statement on Form S-1

        Filed June 16, 2015, as amended

        File No. 333-204995

Dear Mr. McWilliams:

This letter supersedes our previous letter
to you, dated July 9, 2015, requesting acceleration of effectiveness of the above referenced Registration Statement. Pursuant to
Rule 461 under the Securities Act of 1933, as amended, JM Global Holding Company (the “Registrant”) hereby requests
acceleration of effectiveness of the above referenced Registration Statement so that it will become effective at 4:00 p.m. EST
on Thursday, July 23, 2015, or as soon as thereafter practicable.

Please note that we acknowledge the following:

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

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

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

        Very truly yours,

        /s/ Tim Richerson

        Tim Richerson

        Chief Executive Officer

cc:        Ellenoff Grossman
& Schole LLP

             Graubard Miller

CORRESP
1
filename1.htm

    July 22, 2015

VIA EDGAR

J. Nolan McWilliams

Attorney-Advisor

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:

        JM Global Holding Company

        Registration Statement on Form S-1

        Filed June 16, 2015, as amended

        File No. 333-204995

Dear Mr. McWilliams:

This letter supersedes our previous letter
to you, dated July 9, 2015, requesting acceleration of effectiveness of the above referenced Registration Statement.

Pursuant to Rule 461 of the General Rules and
Regulations under the Securities Act of 1933, as amended (the “Act”), the undersigned hereby joins in the request of
JM Global Holding Company that the effective date of the above-referenced Registration Statement be accelerated so as to permit
it to become effective at 4:00 p.m. EST on Thursday, July 23, 2015, or as soon as thereafter practicable.

Pursuant to Rule 460 of the General Rules and
Regulations under the Act, the undersigned advises that as of the date hereof, 72 copies of the Preliminary Prospectus dated July
2, 2015 have been distributed to prospective dealers, institutional investors, retail investors and others.

The undersigned advises that it has complied
and will continue to comply with the requirements of Rule 15c2-8 under the Securities and Exchange Act of 1934, as amended.

[signature page follows]

Very truly yours,

CANTOR FITZGERALD AND CO.

By: /s/ Shawn Matthews

Name: Shawn Matthews

Title: CEO

CORRESP
1
filename1.htm

JM
Global Holding Company

1615
South Congress Avenue

Suite 103

Delray Beach, FL 33445

    July
    9, 2015

VIA
EDGAR

J.
Nolan McWilliams

Attorney-Advisor

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

Re:  JM
                                         Global Holding Company

    Registration
                                         Statement on Form S-1

Filed
June 16, 2015, as amended

    File
                                         No. 333-204995

Dear
Mr. McWilliams:

This
letter supersedes our previous letter to you, dated July 7, 2015, requesting acceleration of effectiveness of the above referenced
Registration Statement. Pursuant to Rule 461 under the Securities Act of 1933, as amended, JM Global Holding Company (the “Registrant”)
hereby requests acceleration of effectiveness of the above referenced Registration Statement so that it will become effective
at 4:00 p.m. EST on Monday, July 13, 2015, or as soon as thereafter practicable.

Please
note that we acknowledge the following:

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

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

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

    Very truly yours,

    /s/ Tim
Richerson

    Tim
Richerson

cc:  Ellenoff
                                         Grossman & Schole LLP

    Graubard
                                         Miller

CORRESP
1
filename1.htm

    July 9, 2015

VIA EDGAR

J. Nolan McWilliams

Attorney-Advisor

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:

        JM Global Holding Company

        Registration Statement on Form S-1

        Filed June 16, 2015, as amended

        File No. 333-204995

Dear Mr. McWilliams:

This letter supersedes our previous letter
to you, dated July 7, 2015, requesting acceleration of effectiveness of the above referenced Registration Statement.

Pursuant to Rule 461 of the General Rules and
Regulations under the Securities Act of 1933, as amended (the “Act”), the undersigned hereby joins in the request of
JM Global Holding Company that the effective date of the above-referenced Registration Statement be accelerated so as to permit
it to become effective at 4:00 p.m. EST on Monday, July 13, 2015, or as soon as thereafter practicable.

Pursuant to Rule 460 of the General Rules and
Regulations under the Act, the undersigned advises that as of the date hereof, 72 copies of the Preliminary Prospectus dated July
2, 2015 have been distributed to prospective dealers, institutional investors, retail investors and others.

The undersigned advises that it has complied
and will continue to comply with the requirements of Rule 15c2-8 under the Securities and Exchange Act of 1934, as amended.

[signature page follows]

Very truly yours,

CANTOR FITZGERALD AND CO.

By: /s/ Shawn Matthews

Name: Shawn Matthews

Title: CEO

CORRESP
1
filename1.htm

JM
Global Holding Company

1615
South Congress Avenue

Suite 103

Delray Beach, FL 33445

    July
    7, 2015

VIA
EDGAR

J.
Nolan McWilliams

Attorney-Advisor

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    JM Global
Holding Company

Registration
Statement on Form S-1

Filed
June 16, 2015, as amended

File
No. 333-204995

Dear
Mr. Reynolds:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, JM Global Holding Company (the “Registrant”) hereby requests
acceleration of effectiveness of the above referenced Registration Statement so that it will become effective at 4:00 p.m. EST
on Thursday, July 9, 2015, or as soon as thereafter practicable.

Please
note that we acknowledge the following:

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

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

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

    Very
truly yours,

    /s/
    Tim Richerson

    Tim
    Richerson

    Chief
    Executive Officer

    cc:
    Ellenoff
    Grossman & Schole LLP

    Graubard
    Miller

CORRESP
1
filename1.htm

    July 7, 2015

VIA EDGAR

J. Nolan McWilliams

Attorney-Advisor

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:

        JM Global Holding Company

        Registration Statement on Form S-1

        Filed June 16, 2015, as amended

        File No. 333-204995

Dear Mr. McWilliams:

Pursuant to Rule 461 of the General Rules and
Regulations under the Securities Act of 1933, as amended (the “Act”), the undersigned hereby joins in the request of
JM Global Holding Company that the effective date of the above-referenced Registration Statement be accelerated so as to permit
it to become effective at 4:00 p.m. EST on Thursday, July 9, 2015, or as soon as thereafter practicable.

Pursuant to Rule 460 of the General Rules and
Regulations under the Act, the undersigned advises that as of the date hereof, 72 copies of the Preliminary Prospectus dated July
2, 2015 have been distributed to prospective dealers, institutional investors, retail investors and others.

The undersigned advises that it has complied
and will continue to comply with the requirements of Rule 15c2-8 under the Securities and Exchange Act of 1934, as amended.

[signature page follows]

Very truly yours,

CANTOR FITZGERALD AND CO.

By: /s/ Shawn Matthews

Name: Shawn Matthews

Title: CEO

CORRESP
1
filename1.htm

JM
Global Holding Company

1615
South Congress Avenue, Suite 103

Delray
Beach, FL 33445

June
16, 2015

VIA EDGAR

J. Nolan
McWilliams

Attorney-Advisor

United States
Securities and Exchange Commission

Division
of Corporation Finance

100 F Street,
NE

Washington,
D.C. 20549

Re:  JM Global Holding Company

Draft
Registration Statement on Form S-1

Submitted
May 7, 2015

CIK
No. 0001641398

Dear Mr.
McWilliams,

JM
Global Holding Company (the “Company”, “it”, “we”, “us”
or “our”) hereby transmits its response to the letter received by us from the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) dated June 3, 2015 regarding our Draft Registration
Statement on Form S-1 (the “Registration Statement”) previously filed on May 7, 2015. A marked version of the
Registration Statement is enclosed herewith reflecting all changes to the Registration Statement.

For
your convenience, we have repeated below the Staff’s comments in bold and have followed each comment with the Company’s
response.

General

  1. Please
                                         provide us with copies of all written communications, as defined in Rule 405 under the
                                         Securities Act, that you, or anyone authorized to do so on your behalf, present to potential
                                         investors in reliance on Section 5(d) of the Securities Act, whether or not they retain
                                         copies of the communications.

The Company
respectfully advises the Staff that, to date, neither it, nor anyone authorized to do so on its behalf, has presented any written
communication, as defined in Rule 405 under the Securities Act, to potential investors in reliance on Section 5(d) of the Securities
Act in connection with the proposed offering of the Company’s securities. The Company represents to the extent that there
are any written communications, as defined in Rule 405 under the Securities Act, that it, or anyone authorized to do so on its
behalf, presents to potential investors in reliance on Section 5(d) of the Securities Act, the Company will supplementally provide
them to the Commission for review. In such case, the Company further confirms that no copies will be retained by potential investors.

Prospectus
Summary, page 1

General,
page 2

 2. We
                                         note your disclosure that your sponsor will own 23.8% and up to 69.5% of your outstanding
                                         common stock upon completion of this offering depending on whether the underwriters exercise
                                         their overallotment option and whether your sponsor purchases 3,000,000 units in this
                                         offering. Please disclose here your sponsor’s ownership percentages and discuss
                                         the impact such ownership percentages could have on the approval of an initial business
                                         combination or on amendments to your governing documents which have supermajority thresholds
                                         set below your sponsor’s ownership percentage of 69.5%, assuming your sponsor purchases
                                         3,000,000 units in this offering.

We have
revised the disclosure per the Staff’s comment.

The
Offering, page 4

Exercise
price, page 6

 3. You
                                         state that each warrant contained in the units being offered pursuant to this registration
                                         statement entitles the holder to purchase one half of one share of your common stock
                                         and that no fractional shares will be issued upon exercise of the warrants. Please clarify
                                         how fractional interests will be treated upon exercise of an odd number of warrants.
                                         In this regard, we note your disclosure in the first paragraph on page 82.

We have
revised the disclosure per the Staff’s comment.

Risk
Factors, page 18

Since
holders of founder shares and placement units will lose, page 28

 4. We
                                         note your disclosure that your sponsor has indicated that it intends to purchase up to
                                         3,000,000 units in this offering and that your sponsor has agreed that it will not seek
                                         redemption of 1,000,000 shares included in such units. Please revise this risk factor
                                         as applicable.

We respectfully inform the Staff that
we do not believe the above-referenced risk factor needs to be revised.  The redemption to be waived with respect to the
1,000,000 shares is solely in conjunction with the consummation of an initial business combination, and not with respect to a
liquidation if we are unsuccessful in consummating our initial business combination.​  If a business combination is
not completed within the required time period, the purchasers of the 1,000,000 shares will receive liquidation proceeds with respect
to such shares.  The risk addressed in the above-referenced risk factor goes to the conflict that might arise as a result
of a rush into a poorly-chosen business combination in order to salvage an investment in the founder shares and placement
units, which securities will not receive any liquidation proceeds if a business combination is not completed.  As this is
not the case with the 1,000,000 shares referenced above, we respectfully believe the risk factor disclosure is proper as is.
Accordingly, we have not revised the disclosure in the Registration Statement in connection with this comment.​

Provisions
of our amended and restated certificate of incorporation, page 31

 5. We
                                         note your disclosure that your sponsor will own 69.5% of your common stock if it purchases
                                         the 3,000,000 units in this offering and that amendments to certain provisions of your
                                         certificate of incorporation and trust agreement requires approval by 65% of your issued
                                         and outstanding shares of common stock which will be less than your sponsor’s ownership
                                         percentage. Please revise this risk factor to disclose this ownership percentage and
                                         the associated risks. Please similarly revise the last risk factor on page 32.

We have
revised the disclosure per the Staff’s comment.

Dilution,
page 42

 6. We
                                         note from your disclosure in footnote 2 that no value is attributed to the placement
                                         warrants contained in the placement units. Please revise to clearly explain why no value
                                         is attributed to the placement warrants.

We have
revised the disclosure per the Staff’s comment.

Capitalization,
page 44

 7. Please
                                         revise to include an introductory paragraph which discloses details of the transactions
                                         included in the “as adjusted” column. Your disclosure should provide details
                                         of the sale of units in this offering and private placement warrants, including the amount
                                         of units and warrants to be sold and the price per unit or warrant. You should also include
                                         disclosure of the amount of proceeds expected to be received from this offering.

We have
revised the disclosure per the Staff’s comment.

 8. We
                                         note that you have presented common stock subject to redemption as $45,721,080 in the
                                         “as adjusted” column. Please revise to disclose, how you calculated or determined
                                         that amount.

We have
revised the disclosure to show the calculation per the Staff’s comment.

Signature,
page II-5

 9. Please
                                         revise the second half of your signature page to include the signature of your controller
                                         or principal accounting officer. To the extent the listed signatories are also signing
                                         in the aforementioned capacity, please revise to clarify. Refer to Instruction 1 to Signatures
                                         on Form S-1.

We have
revised the signature page per the Staff’s comment.

We
thank the Staff for its review of the foregoing. If you have further comments, we ask that you forward them by electronic mail
to our counsel, Stuart Neuhauser at sneuhauser@egsllp.com or by telephone at (212) 370-1300.

    Sincerely,

    /s/
Tim Richerson

    Tim
    Richerson

    Chief
    Executive Officer

cc:  Stuart Neuhauser, Esq.

Ellenoff
Grossman & Schole LLP

June 3, 2015

Tim Richerson
Chief Executive Officer
JM Global Holding Company
1615 South Congress Avenue
Suite 103
Delray Beach, FL 33445

Re: JM Global Holding Company
Draft Registration Statement on Form S -1
Submitted May 7, 2015
  CIK No. 0001641398

Dear Mr. Richerson :

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.

General

1. Please provide us with copies of all written communications, as defined in Rule 405
under the Securities Act, that you , or anyone authorized to do so on your behalf , present
to po tential investors in reliance on Section 5(d) of the Securities Act, whether or not they
retain copies of the communications.

Tim Richerson
JM Global Holding Company
June 3, 2015
Page 2

 Prospectus Summary, page 1

General, page 2

2. We note your disclosure that your sponsor will own 23.8% and up to 69.5% of y our
outstanding common stock upon completion of this offering depending on whether the
underwriters exercise their overallotment option and whether your sponsor  purchase s
3,000,000 units in this offering.  Please disclose here your sponsor’s ownership
percentages and discuss the impact such ownership percentage s could have on the
approval of an  initial business combination or on amendments to your governing
documents which have supermajority thresholds set below your sponsor’s ownership
percentage  of 69.5%, assuming your sponsor purchases 3 ,000,000 units in this offering .

The Offering, page 4

Exercis e price , page 6

3. You state  that each warrant contained in the units being offered pursuant to this
registration statement entitles the holder to purchase one half of one share of your
common stock  and that no fractional shares will be issued upon exercise of the warrants.
Please c larify how f ractional interests will be treated upon exercise of an odd number of
warrants.   In this regard, we note your disclosure in the first paragraph on page 82.

Risk Factors, page 18

Since holders of founder shares and placement units will lose, p age 28

4. We note your disclosure that your sponsor has indicated that it intends to purchase up to
3,000,000 units in this offering and that your sponsor has agreed that it will not seek
redemption of 1,000,000 shares included in such units.  Please revise this risk factor as
applicable.

Provisions of our amended and restated certificate of incorporation , page 31

5. We note your di sclosure that your sponsor  will own 69.5% of your common stock if it
purchases the 3,000,000 units in this offering  and that amendment s to certain provisions
of your certificate of incorporation and trust agreement requires approval by 65% of your
issued and outstanding shares of common stock which will be less than your sponsor’s
ownership percentage.   Please revise this risk factor to disclose this ownership percentage
and the associated risks.   Please similarly revise the last risk factor on page 32.

Tim Richerson
JM Global Holding Company
June 3, 2015
Page 3

 Dilution, page 42

6. We note from your disclosure in footnote 2 that no value is attributed to the placement
warrants contained in the placement units.  Please revise to clearly explain why no value
is attributed to the placement warrants.

Capitalization, page 44

7. Please revise to include an introductory paragraph which discloses details of the
transactions incl uded in the “as adjusted” column.  Your disclosure should provide details
of the sale of units in this offering and private placement warrants, including the amount
of units and warrants to be sold and the price per unit or warrant.  You should also
includ e disclosure of the amount of proceeds expected to be received from this offering.

8. We note that you have presented common stock subject to redemption as $45,721,080 in
the “as adjusted” column.  Please revise to disclose, how you calculated or determined
that amount.

Signature, page II -5

9. Please revise the second half of your signature page to include the signature of your
controller or principal accounting officer.  To the extent the listed signatories are also
signing in the aforementioned capacity, ple ase revise to clarify.  Refer to Instruction 1 to
Signatures on Form S -1.

You may contact Patrick Kuhn  at (202) 551 -3308 or Lyn Shenk, Accounting Branch
Chief,  at (202) 551 -3380 if you have questions regarding comments on the financial statements
and rela ted matters.  Please contact Donald E. Field  at (202) 551 -3680 or me at (202) 551 -3217
with any other questions.

Sincerely,

 /s/ J. Nolan McWilliams

J. Nolan McWilliams
Attorney -Advisor

cc: Stuart Neuhauser, Esq.
Ellenoff Grossman & Schole LLP