SecProbe.io

CORRESP
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 LICHEN INTERNATIONAL LIMITED

 December 8, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Trade & Services

 100 F Street, NE

 Washington, D.C., 20549

 Re:
 Lichen International Limited

 Registration Statement on Form F-3

 File No. 333-291878

 Request for Acceleration of Effectiveness

 Ladies and Gentlemen:

 In accordance with Rule 461
of the General Rules and Regulations under the Securities Act of 1933, as amended, Lichen International Limited hereby requests acceleration
of the effectiveness of the above-referenced Registration Statement on Form F-3, as amended, so that such Registration Statement
will become effective at 4:30 p.m., Eastern Time, on December 10, 2025, or as soon thereafter as practicable.

 The Company understands that the
Commission will consider this request for acceleration of the effective date of the Registration Statement as a confirmation of the fact
that the Company is aware of its responsibilities under the Securities Act as they relate to the proposed public offering of the securities
specified in the Registration Statement.

 Very truly yours,

 Lichen International Limited

 By:
 /s/ Ya Li

 Name:
 Ya Li

 Title:
 Chief Executive Officer and Chairman of the Board

United States securities and exchange commission logo
February 28, 2024
Ya Li
Chief Executive Officer and Chairman of the Board
Lichen China Ltd
15th Floor, Xingang Square, Hubin North Road,
Siming District, Xiamen City,
Fujian Province, China, 361013
Re:Lichen China Ltd
Registration Statement on Form F-3
Filed February 21, 2024
File No. 333-277230
Dear Ya Li:
            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 Brian Fetterolf at 202-551-6613 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       William Rosenstadt

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Lichen China Limited

 

15th Floor, Xingang Square, Hubin North Road,

Siming District, Xiamen City,

Fujian Province, China, 361013

February 28, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street, NE

Washington, D.C., 20549

Attn: Brian Fetterolf

    Re:
    Lichen China Limited

    Registration Statement on Form F-3 (File No. 333-277230)

    Request for Acceleration of Effectiveness

Dear Mr. Fetterolf:

In accordance with Rule 461
of the General Rules and Regulations under the Securities Act of 1933, as amended, Lichen China Limited hereby requests that the
effectiveness of the above-referenced Registration Statement on Form F-3, be accelerated to and that the Registration Statement become
effective at 4:00 p.m., Eastern Time, on March 1, 2024, or as soon thereafter as practicable.

    Very truly yours,

    Lichen China Limited

    By:
    /s/ Ya Li

    Name:
    Ya Li

    Title:
    Chief Executive Officer

CORRESP
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Lichen China Limited

February 2, 2023

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street, NE

Washington, D.C., 20549

Attn: Ms. Alyssa Wall

    Re:
    Lichen China Limited

    Registration Statement on Form F-1, as amended (File No. 333-264624)

    Request for Acceleration of Effectiveness

Dear Ms. Wall:

In accordance with Rule 461
of the General Rules and Regulations under the Securities Act of 1933, as amended, Lichen China Limited hereby requests that the
effectiveness of the above-referenced Registration Statement on Form F-1, as amended be accelerated to and that the Registration
Statement become effective at 4:30 p.m., Eastern Time, on February 3, 2023, or as soon thereafter as practicable.

    Very truly yours,

    Lichen China Limited

    By:
    /s/ Ya Li

    Name:
    Ya Li

    Title:

    Chief Executive Officer and

    Chairman of the Board

CORRESP
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VIA EDGAR

February 2, 2023

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, NE

Washington, D.C. 20549

Attn: Ms. Alyssa Wall

    Re:
    Lichen China Limited

    File No. 333-264624

    Registration Statement on Form F-1, as amended

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and
Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”),
Univest Securities, LLC, acting as representative of the underwriters, hereby joins Lichen China Limited in requesting acceleration of
the effective date of the above-referenced Registration Statement so that it will become effective on February 3, 2023, at 4:30 p.m. Eastern
Time, or as soon thereafter as practicable.

Pursuant to Rule 460 under the Securities Act,
we wish to advise you that we have distributed as many copies of the Preliminary Prospectus dated January 12, 2023, to selected dealers,
institutions and others as appears to be reasonable to secure adequate distribution of the Preliminary Prospectus.

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

    Very truly yours,

    Univest Securities, LLC

    By:
    /s/ Edric Guo

    Name:
    Edric Guo

    Title:
    CEO

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Lichen China Ltd.

B2306, Block B

Tower 3, Jinjiang Wanda Plaza Commercial Complex

888 Century Avenue

Meiling Street, Jinjiang

Fujian Province, People’s Republic of China
362000

November 17, 2022

Via EDGAR Correspondence

Ms. Alyssa Wall

Division of Corporation Finance

Office of Trade & Services

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

    Re:

    Lichen China Ltd.

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

    Filed October 7, 2022

    File No. 333-264624

Dear Ms. Wall,

This letter is in response to the letter dated
October 26, 2022, from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”)
addressed to Lichen China Ltd. (the “Company”, “we”, and “our”). For ease of reference, we have recited
the Commission’s comments in this response and numbered them accordingly. An amended registration statement on Form F-1 (the “Amended
Registration Statement”) is being filed to accompany this letter.

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

Dilution, page 61

1. We note your disclosure of net tangible
book value attributable to shareholders on June 30, 2022 of approximately $1.57 per ordinary share appears to be inconsistent with the
amount of total assets ($44,538,000) less intangible assets ($5,808,000) and total liabilities ($5,434,000), divided by the number of
total ordinary shares outstanding (22,500,000) at June 30, 2022. Please clarify or revise.

RESPONSE: We note the Staff’s comment,
and in response thereto, respectfully advise the Staff that we have revised the Dilution section of the Amended Registration Statement
to reflect the correct numbers.

We hope this 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 outside securities counsel William S. Rosenstadt, Esq. or Mengyi “Jason” Ye, Esq. of Ortoli Rosenstadt
LLP at wsr@orllp.legal or jye@orllp.legal.

    Very truly yours,

    /s/ Ya Li

    Name:
    Ya Li

    Title:
    Chief Executive Officer and Director

United States securities and exchange commission logo
October 26, 2022
Ya Li
Chief Executive Officer and Chairman of the Board
Lichen China Ltd.
B2306, Block B
Tower 3, Jinjiang Wanda Plaza Commercial Complex
888 Century Avenue
Meiling Street, Jinjiang City
Fujian Province, PRC 362000
Re:Lichen China Ltd.
Amendment No. 4 to Registration Statement on Form F-1
Filed October 7, 2022
File No. 333-264624
Dear Ya Li:
            We have reviewed your amended registration statement and have the following
comment.  In our comment, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our 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 comment, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our September 16, 2022 letter.
Amendment No. 4 to Registration Statement on Form F-1
Dilution, page 61
1.We note your disclosure of net tangible book value attributable to shareholders on June
30, 2022 of approximately $1.57 per ordinary share appears to be inconsistent with the
amount of total assets ($44,538,000) less intangible assets ($5,808,000) and total liabilities
($5,434,000), divided by the number of total ordinary shares outstanding (22,500,000) at
June 30, 2022.  Please clarify or revise.

 FirstName LastNameYa Li
 Comapany NameLichen China Ltd.
 October 26, 2022 Page 2
 FirstName LastName
Ya Li
Lichen China Ltd.
October 26, 2022
Page 2
            You may contact Patrick Kuhn at 202-551-3308 or Angela Lumley at 202-551-3398 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Alyssa Wall at 202-551-8106 or Erin Jaskot at 202-551-3442 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       William S. Rosenstadt

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Lichen China Ltd.

B2306, Block B

Tower 3, Jinjiang Wanda Plaza Commercial Complex

888 Century Avenue

Meiling Street, Jinjiang

Fujian Province, People’s Republic of China
362000

October 7, 2022

Via EDGAR Correspondence

Ms. Alyssa Wall

Division of Corporation Finance

Office of Trade & Services

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

    Re:

    Lichen China Ltd.

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

    Filed August 30, 2022

    File No. 333-264624

Dear Ms. Wall,

This letter is in response to the letter dated
September 16, 2022, from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”)
addressed to Lichen China Ltd. (the “Company”, “we”, and “our”). For ease of reference, we have recited
the Commission’s comments in this response and numbered them accordingly. An amended registration statement on Form F-1 (the “Amended
Registration Statement”) is being filed to accompany this letter.

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

Risk Factors, page 26

1. We note recent instances of extreme stock
price run-ups followed by rapid price declines and stock price volatility seemingly unrelated to company performance following a number
of recent initial public offerings, particularly among companies with relatively smaller public floats. Revise to include a separate risk
factor addressing the potential for rapid and substantial price volatility and discuss the risks to investors when investing in stock
where the price is changing rapidly. Clearly state that such volatility, including any stock-run up, may be unrelated to your actual or
expected operating performance and financial condition or prospects, making it difficult for prospective investors to assess the rapidly
changing value of your stock.

RESPONSE: We note the Staff’s comment,
and in response thereto, respectfully advise the Staff that we have revised the Risk Factors section of the Amended Registration Statement
to include a separate risk factor addressing the potential for rapid and substantial price volatility and discuss the risks to investors
when investing in stock where the price is changing rapidly.

We hope this 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 outside securities counsel William S. Rosenstadt, Esq. or Mengyi “Jason” Ye, Esq. of Ortoli Rosenstadt
LLP at wsr@orllp.legal or jye@orllp.legal.

    Very truly yours,

    /s/ Ya Li

    Name:
    Ya Li

    Title:
    Chief Executive Officer and Director

United States securities and exchange commission logo
September 16, 2022
Ya Li
Chief Executive Officer and Chairman of the Board
Lichen China Ltd.
B2306, Block B
Tower 3, Jinjiang Wanda Plaza Commercial Complex
888 Century Avenue
Meiling Street, Jinjiang City
Fujian Province, PRC 362000
Re:Lichen China Ltd.
Amendment No. 3 to Registration Statement on Form F-1
Filed August 30, 2022
File No. 333-264624
Dear Mr. Li:
            We have reviewed your amended 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 amending your registration statement and providing the
requested information.  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 any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our July 5, 2022 letter.
Amendment No. 3 to Registration Statement on Form F-1
Risk Factors, page 26
1.We note recent instances of extreme stock price run-ups followed by rapid price declines
and stock price volatility seemingly unrelated to company performance following a
number of recent initial public offerings, particularly among companies with relatively
smaller public floats.  Revise to include a separate risk factor addressing the potential for
rapid and substantial price volatility and discuss the risks to investors when investing in
stock where the price is changing rapidly.  Clearly state that such volatility, including any

 FirstName LastNameYa Li
 Comapany NameLichen China Ltd.
 September 16, 2022 Page 2
 FirstName LastName
Ya Li
Lichen China Ltd.
September 16, 2022
Page 2
stock-run up, may be unrelated to your actual or expected operating performance and
financial condition or prospects, making it difficult for prospective investors to assess the
rapidly changing value of your stock
            You may contact Patrick Kuhn at 202-551-3308 or Angela Lumley at 202-551-3398 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Alyssa Wall at 202-551-8106 or Erin Jaskot at 202-551-3442 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Mengyi “Jason” Ye

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VIA
EDGAR

September
16, 2022

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F. Street, NE

Washington,
D.C. 20549

Attn:
Ms. Alyssa Wall

    Re:
    Lichen
    China Limited

    Withdrawal
    of Request for Acceleration

    File
    No. 333-264624

    Registration
    Statement on Form F-1, as amended

Ladies
and Gentlemen:

Univest
Securities, LLC, acting as representative of the underwriters, respectfully requests withdrawal of its acceleration request letter filed
as correspondence via EDGAR on September 14, 2022, which requested that the above-referenced Registration Statement become effective
on September 16, 2022, at 4:00 p.m. Eastern Time, or as soon thereafter as practicable. The undersigned is no longer requesting that
such Registration Statement be declared effective at this specific date and time and the undersigned hereby formally withdraws such request
for acceleration.

Very
truly yours,

    Univest
    Securities, LLC

    By:
    /s/
    Edric Guo

    Name:
    Edric Guo

    Title:
    CEO

CORRESP
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LICHEN
CHINA LIMITED

B2306,
Block B

Tower
3, Jinjiang Wanda Plaza Commercial Complex

888
Century Avenue

Meiling
Street, Jinjiang

Fujian
Province

People’s
Republic of China 362000

September
16, 2022

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
DC 20549-3561

    Attention:
    Alyssa Wall

    Staff Attorney

    Re:
    Lichen China Limited

    Withdrawal of Acceleration Request - Registration Statement on Form F-1 (File No. 333-264624)

Dear
Ms. Wall:

Reference
is made to our letter, filed as correspondence via EDGAR on September 14, 2022, in which we requested the acceleration of the effective
date of the above-referenced Registration Statement for Friday, September 16, 2022, at 4:00 p.m. Eastern Time, in accordance with Rule
461 under the Securities Act of 1933, as amended. We are no longer requesting that such Registration Statement be declared effective
at this time and we hereby formally withdraw our request for acceleration of the effective date.

    Sincerely yours,

    LICHEN CHINA LIMITED

    By:
    /S/ Ya
    Li

    Ya Li

    Chief Executive Officer

CORRESP
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VIA EDGAR

September 14, 2022

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, NE

Washington, D.C. 20549

Attn: Ms. Alyssa Wall

    Re:
    Lichen China Limited

    File No. 333-264624

    Registration Statement on Form F-1, as amended

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and
Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”),
Univest Securities, LLC, acting as representative of the underwriters, hereby joins Lichen China Limited in requesting acceleration of
the effective date of the above-referenced Registration Statement so that it will become effective on September 16, 2022, at 4:00 p.m.
Eastern Time, or as soon thereafter as practicable.

Pursuant to Rule 460 under the Securities Act,
we wish to advise you that we have distributed as many copies of the Preliminary Prospectus dated August 30, 2022, to selected dealers,
institutions and others as appears to be reasonable to secure adequate distribution of the Preliminary Prospectus.

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

Very truly yours,

    Univest
    Securities, LLC

    By:
    /s/
    Edric Guo

    Name:
    Edric Guo

    Title:
    CEO

CORRESP
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Lichen
China Limited

September
14, 2022

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Trade & Services

100
F Street, NE

Washington,
D.C., 20549

Attn:
Ms. Alyssa Wall

    Re:
    Lichen
    China Limited

    Registration
    Statement on Form F-1, as amended (File No. 333-264624)

    Request
    for Acceleration of Effectiveness

Dear
Ms. Wall:

In
accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Lichen China Limited
hereby requests that the effectiveness of the above-referenced Registration Statement on Form F-1, as amended be accelerated to
and that the Registration Statement become effective at 4:00 p.m., Eastern Time, on September 16, 2022, or as soon thereafter as practicable.

    Very truly yours,

    Lichen China Limited

    By:
    /s/
    Ya Li

    Name:
    Ya Li

    Title:
    Chief
    Executive Officer and

    Chairman
    of the Board

CORRESP
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LICHEN CHINA LIMITED

B2306, Block B

Tower 3, Jinjiang Wanda Plaza Commercial Complex

888 Century Avenue

Meiling Street, Jinjiang

Fujian Province

People’s Republic of China 362000

September 9, 2022

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549-3561

    Attention:
    Alyssa Wall

Staff Attorney

    Re:
    Lichen China Limited

Withdrawal of Acceleration Request - Registration Statement on Form F-1 (File No. 333-264624)

Dear Ms. Wall:

Reference is made to our letter, filed as
correspondence via EDGAR on September 7, 2022, in which we requested the acceleration of the effective date of the above-referenced Registration
Statement for Friday, September 9, 2022, at 4:00 p.m. Eastern Time, in accordance with Rule 461 under the Securities Act of 1933, as amended.
We are no longer requesting that such Registration Statement be declared effective at this time and we hereby formally withdraw our request
for acceleration of the effective date.

    Sincerely yours,

    LICHEN CHINA LIMITED

    By:
    /S/ Ya Li

    Ya Li

    Chief Executive Officer

CORRESP
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VIA
EDGAR

September
9, 2022

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F. Street, NE

Washington,
D.C. 20549

Attn:
Ms. Alyssa Wall

    Re:
    Lichen
        China Limited

    Withdrawal
    of Request for Acceleration

    File
        No. 333-264624

    Registration
    Statement on Form F-1, as amended

Ladies
and Gentlemen:

Univest
Securities, LLC, acting as representative of the underwriters, respectfully requests withdrawal of its acceleration request letter filed
as correspondence via EDGAR on September 7, 2022, which requested that the above-referenced Registration Statement become effective on
September 9, 2022, at 4:00 p.m. Eastern Time, or as soon thereafter as practicable. The undersigned is no longer requesting that such
Registration Statement be declared effective at this specific date and time and the undersigned hereby formally withdraws such request
for acceleration.

Very
truly yours,

    Univest
    Securities, LLC

    By:
    /s/
     Edric Guo

    Name:
    Edric Guo

    Title:
    CEO

CORRESP
1
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VIA EDGAR

September 7, 2022

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, NE

Washington, D.C. 20549

Attn: Ms. Alyssa Wall

    Re:
    Lichen China Limited

    File No. 333-264624

    Registration Statement on Form F-1, as amended

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and
Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”),
Univest Securities, LLC, acting as representative of the underwriters, hereby joins Lichen China Limited in requesting acceleration of
the effective date of the above-referenced Registration Statement so that it will become effective on September 9, 2022, at 4:00 p.m.
Eastern Time, or as soon thereafter as practicable.

Pursuant to Rule 460 under the Securities Act,
we wish to advise you that we have distributed as many copies of the Preliminary Prospectus dated August 30, 2022, to selected dealers,
institutions and others as appears to be reasonable to secure adequate distribution of the Preliminary Prospectus.

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

Very truly yours,

    Univest Securities, LLC

    By:
    /s/ Edric Guo

    Name:
    Edric Guo

    Title:
    CEO

CORRESP
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Lichen
China Limited

September
7, 2022

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Trade & Services

100
F Street, NE

Washington,
D.C., 20549

Attn:
Ms. Alyssa Wall

    Re:
    Lichen
    China Limited

    Registration
Statement on Form F-1, as amended (File No. 333-264624)

Request
for Acceleration of Effectiveness

Dear
Ms. Wall:

In
accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Lichen China Limited
hereby requests that the effectiveness of the above-referenced Registration Statement on Form F-1, as amended be accelerated to
and that the Registration Statement become effective at 4:00 p.m., Eastern Time, on September 9, 2022, or as soon thereafter as practicable.

    Very truly yours,

    Lichen China Limited

    By:
    /s/
    Ya Li

    Name:
    Ya
Li

    Title:
    Chief
    Executive Officer and

    Chairman
    of the Board

CORRESP
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Lichen China Ltd.

B2306, Block B

Tower 3, Jinjiang Wanda Plaza Commercial Complex

888 Century Avenue

Meiling Street, Jinjiang

Fujian Province, People’s Republic of China 362000

July 11, 2022

Via EDGAR Correspondence

Ms. Alyssa Wall

Division of Corporation Finance

Office of Trade & Services

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

    Re:

    Lichen China Ltd.

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

    Filed June 15, 2022

    File No. 333-264624

Dear Ms. Jaskot,

This letter is in response to the letter dated July
5, 2022, from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) addressed
to Lichen China Ltd. (the “Company”, “we”, and “our”). For ease of reference, we have recited the
Commission’s comments in this response and numbered them accordingly. An amended registration statement on Form F-1 (the “Amended
Registration Statement”) is being filed to accompany this letter.

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

Trading in our securities may be prohibited...,
page 45

1. We note your disclosure about the Holding Foreign
Companies Accountable Act. Please expand your risk factors to disclose that the United States Senate has passed the Accelerating Holding
Foreign Companies Accountable Act, which, if enacted, would decrease the number of “noninspection years” from three years
to two years, and thus, would reduce the time before your securities may be prohibited from trading or delisted.

RESPONSE: We note the Staff’s comment,
and in response thereto, respectfully advise the Staff that we have revised page 45 of the Amended Registration Statement to disclose
that United States Senate has passed the Accelerating Holding Foreign Companies Accountable Act, which, if enacted, would decrease the
number of “non-inspection years” from three years to two years, and thus, would reduce the time before our securities may
be prohibited from trading or delisted.

Material Tax Consequences Applicable to U.S. Holders
of our Ordinary Shares, page 125

2. Your disclosure indicates that this section
is the opinion of Ortoli Rosenstadt LLP with respect to matters of U.S. federal income tax. If this is the opinion of Ortoli, please file
a short-form or long-form opinion as an exhibit. If this is not the opinion of Ortoli, please revise the disclosure accordingly.

RESPONSE: We note the Staff’s comment,
and in response thereto, respectfully advise the Staff that we have filed an opinion of Ortoli Rosenstadt LLP as exhibit 8.2 with respect
to matters of U.S. federal income tax.

Exhibit Index, page II-1

3. The opinion states that it is limited to the
application of the Securities Act and the rules and regulations of the SEC promulgated thereunder. The opinion must opine that the warrant
is a binding obligation of the registrant under the law of the jurisdiction governing the warrant agreement, which, in this case, appears
to be New York. Please have counsel revise the opinion accordingly. Refer to Section II.B.1.f of Staff Legal Bulletin 19.

RESPONSE: We note the Staff’s
comment, and in response thereto, respectfully advise the Staff that our counsel, Ortoli Rosenstadt LLP, has revised the opinion to
opine the warrant is a binding obligation of the registrant under the laws of the State of New York and we have refiled the opinion
as exhibit 5.2.

We hope this 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 outside securities counsel William S. Rosenstadt, Esq. or Mengyi “Jason” Ye, Esq. of Ortoli Rosenstadt LLP at wsr@orllp.legal
or jye@orllp.legal.

    Very truly yours,

    /s/ Ya Li

    Name:
    Ya Li

    Title:
    Chief Executive Officer and Director

United States securities and exchange commission logo
July 5, 2022
Ya Li
Chief Executive Officer and Chairman of the Board
Lichen China Ltd.
B2306, Block B
Tower 3, Jinjiang Wanda Plaza Commercial Complex
888 Century Avenue
Meiling Street, Jinjiang City
Fujian Province, PRC 362000
Re:Lichen China Ltd.
Amendment No. 1 to Registration Statement on Form F-1
Filed June 15, 2022
File No. 333-264624
Dear Mr. Li:
            We have reviewed your amended 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 amending your registration statement and providing the
requested information.  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 any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our May 31, 2022 letter.
Amendment No. 1 to Registration Statement on Form F-1
Trading in our securities may be prohibited..., page 45
1.We note your disclosure about the Holding Foreign Companies Accountable Act.  Please
expand your risk factors to disclose that the United States Senate has passed the
Accelerating Holding Foreign Companies Accountable Act, which, if enacted, would
decrease the number of “noninspection years” from three years to two years, and thus,
would reduce the time before your securities may be prohibited from trading or delisted.

 FirstName LastNameYa Li
 Comapany NameLichen China Ltd.
 July 5, 2022 Page 2
 FirstName LastName
Ya Li
Lichen China Ltd.
July 5, 2022
Page 2
Material Tax Consequences Applicable to U.S. Holders of our Ordinary Shares, page 125
2.Your disclosure indicates that this section is the opinion of Ortoli Rosenstadt LLP with
respect to matters of U.S. federal income tax.  If this is the opinion of Ortoli, please file a
short-form or long-form opinion as an exhibit.  If this is not the opinion of Ortoli, please
revise the disclosure accordingly.
Exhibit Index, page II-1
3.The opinion states that it is limited to the application of the Securities Act and the rules
and regulations of the SEC promulgated thereunder.  The opinion must opine that the
warrant is a binding obligation of the registrant under the law of the jurisdiction governing
the warrant agreement, which, in this case, appears to be New York.  Please have counsel
revise the opinion accordingly.  Refer to Section II.B.1.f of Staff Legal Bulletin 19.
            You may contact Patrick Kuhn at 202-551-3308 or Angela Lumley at 202-551-3398 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Alyssa Wall at 202-551-8106 or Erin Jaskot at 202-551-3442 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       William S. Rosenstadt

CORRESP
1
filename1.htm

Lichen China Ltd.

B2306, Block B

Tower 3, Jinjiang Wanda Plaza Commercial Complex

888 Century Avenue

Meiling Street, Jinjiang

Fujian Province, People’s Republic of China
362000

June 15, 2022

Via EDGAR Correspondence

Ms. Erin Jaskot

Division of Corporation Finance

Office of Trade & Services

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

    Re:

    Lichen China Ltd.

    Registration Statement on Form F-1

    Filed May 2, 2022

    File No. 333-264624

Dear Ms. Jaskot,

This letter is in response to the letter dated
May 31, 2022, from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) addressed
to Lichen China Ltd. (the “Company”, “we”, and “our”). For ease of reference, we have recited the
Commission’s comments in this response and numbered them accordingly. An amended registration statement on Form F-1 (the “Amended
Registration Statement”) is being filed to accompany this letter.

Registration Statement on Form F-1 Filed May
2, 2022

Cover Page

1. Please revise your cover page to specifically
state that your corporate structure as a Cayman Islands holding company with operations conducted by your PRC subsidiaries involves unique
risks to investors. Your disclosure should also acknowledge the risk that Chinese regulatory authorities could change the rules and regulations
regarding foreign ownership in the industry in which the company operates, which would likely result in a material change in your operations
and/or a material change in the value of the securities you are registering for sale, including that it could cause the value of such
securities to significantly decline or become worthless. Include similar disclosure in your risk factors and provide cross-references
here to the specific risk factors that discuss each of these risks.

RESPONSE: We note the Staff’s comment,
and in response thereto, respectfully advise the Staff that we have revised paragraph 5 on the cover page and on page 9 of the Amended Registration
Statement to disclose that our corporate structure as a Cayman Islands holding company with operations conducted by our PRC subsidiaries
involves unique risks to investors. We have also revised our disclosure to acknowledge the risk that Chinese regulatory authorities could
change the rules and regulations regarding foreign ownership in the industry in which the company operates, which would likely result
in a material change in our operations and/or a material change in the value of the securities we are registering for sale, including
that it could cause the value of such securities to significantly decline or become worthless. We also included similar disclosure in
our risk factors on page 35 in the Amended Registration Statement and provided cross-references to the specific risk factor that discuss
each of these risks.

2. 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 or Hong Kong
or a PRC or Hong Kong entity, the funds or assets may not be available to fund operations or for other use outside of the PRC or 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.

RESPONSE: We note the Staff’s comment,
and in response thereto, respectfully advise the Staff that we have revised paragraph 9 on the cover page, the summary risk factors on
page 11, page 18 and the risk factors on page 39 in the Amended Registration Statement to state that to the extent cash or assets in the
business is in the PRC or Hong Kong or a PRC or Hong Kong entity, the funds or assets may not be available to fund operations or for other
use outside of the PRC or Hong Kong due to interventions in or the imposition of restrictions and limitations on the ability of us or
our subsidiaries by the PRC government to transfer cash or assets. We have also provided cross-references to these discussions on the
cover page.

3. Please discuss whether there are limitations
on you or your subsidiaries’ ability to transfer cash to investors. Where you discuss limitations on your ability to transfer cash between
you, your subsidiaries or investors, provide a cross-reference to your discussion of this issue in your prospectus summary, summary risk
factors, and risk factors sections, as well.

RESPONSE: We note the Staff’s comment,
and in response thereto, respectfully advise the Staff that we have revised paragraph 10 on the cover page in the Amended Registration
Statement to disclose the limitations on us or our subsidiaries’ ability to transfer cash to investors. Additionally, we respectfully
advise the Staff that we have provided a cross-reference to our discussion of this issue in our prospectus summary, summary risk factors,
and risk factors sections.

4. We note that you use a WFOE. Please revise
your cover page to affirmatively state, if true, that you do not use a VIE structure.

RESPONSE: We note the Staff’s
comment, and in response thereto, respectfully advise the Staff that we have revised paragraph 6 on the cover page and on page 9 of
the Amended Registration Statement to disclose that Lichen China Limited controls and receives the economic benefits of its PRC
subsidiaries’ business operation, if any, through equity ownership. We do not use a VIE structure.

Prospectus Summary

Prospectus Conventions, page 1

5. Please revise your disclosure on page 1
to remove the exclusion of Taiwan, Hong Kong, and Macau from the definition of “China” and the “PRC.”

RESPONSE: We note the Staff’s comment,
and in response thereto, respectfully advise the Staff that we have revised our disclosure on page 1 to remove the exclusion of Taiwan,
Hong Kong, and Macau from the definition of “China” and the “PRC.”

We are not currently required to obtain any
approval..., page 36

6. Please revise to name PRC counsel where
you state that your position is based on the advice of your PRC counsel.

RESPONSE: We note the Staff’s comment,
and in response thereto, respectfully advise the Staff that we have revised thoroughly in the Amended Registration Statement to name our
PRC counsel where we state that our position is based on the advice of our PRC counsel.

     2

Experts, page 138

7. It appears that your December 31, 2021 financial
statements were opined upon by a different independent registered public accounting firm that opined upon your December 31, 2020 and 2019
financial statements. Please provide all of the disclosures required by Item 16F of Form 20-F.

RESPONSE: We note the Staff’s comment,
and in response thereto, respectfully advise the Staff that we have revised our disclosure on page 141 of the Amended Registration Statement
under the “Experts” section to provide all of the disclosures required by Item 16F of Form 20-F regarding the changes in Company’s
certifying accountant.

We hope this 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 outside securities counsel William S. Rosenstadt, Esq. or Mengyi “Jason” Ye, Esq. of Ortoli Rosenstadt
LLP at wsr@orllp.legal or jye@orllp.legal.

    Very truly yours,

    /s/ Ya Li

    Name:
    Ya Li

    Title:
    Chief Executive Officer and Director

3

United States securities and exchange commission logo
May 31, 2022
Ya Li
Chief Executive Officer and Chairman of the Board
Lichen China Ltd.
B2306, Block B
Tower 3, Jinjiang Wanda Plaza Commercial Complex
888 Century Avenue
Meiling Street, Jinjiang City
Fujian Province, PRC 362000
Re:Lichen China Ltd.
Registration Statement on Form F-1
Filed May 2, 2022
File No. 333-264624
Dear Mr. Li:
            We have reviewed your 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 amending your registration statement and providing the
requested information.  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 any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our March 14, 2022 letter.
Registration Statement on Form F-1 Filed May 2, 2022
Cover Page
1.Please revise your cover page to specifically state that your corporate structure as a
Cayman Islands holding company with operations conducted by your PRC subsidiaries
involves unique risks to investors.  Your disclosure should also acknowledge the risk that
Chinese regulatory authorities could change the rules and regulations regarding foreign
ownership in the industry in which the company operates, which would likely result in a
material change in your operations and/or a material change in the value of the securities

 FirstName LastNameYa Li
 Comapany NameLichen China Ltd.
 May 31, 2022 Page 2
 FirstName LastName
Ya Li
Lichen China Ltd.
May 31, 2022
Page 2
you are registering for sale, including that it could cause the value of such securities to
significantly decline or become worthless.  Include similar disclosure in your risk factors
and provide cross-references here to the specific risk factors that discuss each of these
risks.
2.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 or Hong
Kong or a PRC or Hong Kong entity, the funds or assets may not be available to fund
operations or for other use outside of the PRC or 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.
3.Please discuss whether there are limitations on you or your subsidiaries' ability to transfer
cash to investors.  Where you discuss limitations on your ability to transfer cash between
you, your subsidiaries or investors, provide a cross-reference to your discussion of this
issue in your prospectus summary, summary risk factors, and risk factors sections, as well.
4.We note that you use a WFOE.  Please revise your cover page to affirmatively state, if
true, that you do not use a VIE structure.
Prospectus Summary
Prospectus Conventions, page 1
5.Please revise your disclosure on page 1 to remove the exclusion of Taiwan, Hong Kong,
and Macau from the definition of "China" and the "PRC."
We are not currently required to obtain any approval..., page 36
6.Please revise to name PRC counsel where you state that your position is based on the
advice of your PRC counsel.
Experts, page 138
7.It appears that your December 31, 2021 financial statements were opined upon by a
different independent registered public accounting firm that opined upon your December
31, 2020 and 2019 financial statements. Please provide all of the disclosures required
by Item 16F of Form 20-F.

 FirstName LastNameYa Li
 Comapany NameLichen China Ltd.
 May 31, 2022 Page 3
 FirstName LastName
Ya Li
Lichen China Ltd.
May 31, 2022
Page 3
            You may contact Patrick Kuhn at 202-551-3308 or Angela Lumley at 202-551-3398 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Nicholas Lamparski at 202-551-4695 or Erin Jaskot at 202-551-3442 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       William S. Rosenstadt

CORRESP
1
filename1.htm

Lichen China Ltd.

B2306, Block B

Tower 3, Jinjiang Wanda Plaza Commercial Complex

888 Century Avenue

Meiling Street, Jinjiang

Fujian Province, People’s Republic of China
362000

May 2, 2022

Via Edgar Correspondence

Mr. Nicholas Lamparski

Division of Corporation Finance

Office of Trade & Services

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

    Re:

    Lichen China Ltd.

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

    Submitted February 18, 2022

    CIK No. 0001876766

Dear Mr. Lamparski,

This letter is in response to the letter dated
March 14, 2022, from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”)
addressed to Lichen China Ltd. (the “Company”, “we”, and “our”). For ease of reference, we have recited
the Commission’s comments in this response and numbered them accordingly. An amended registration statement on Form F-1 (the “Amended
Registration Statement”) is being filed to accompany this letter.

Amendment No. 4 to Draft Registration Statement
on Form F-1 Submitted February 18, 2022

Cover Page

1. We note your response to Comment 1, and
your amended disclosure provided in response to the comment in the ninth paragraph of the prospectus cover page. Please revise your disclosure
to state whether any dividends, distributions or transfers have been made to date between Lichen China Limited and any of its subsidiaries,
and quantify the amounts where applicable. Your disclosure should make clear if no such dividends, distributions or transfers have been
made to date. Lastly, please provide a cross-reference to the consolidated financial statements, which you previously included in your
disclosure but recently deleted.

RESPONSE: We note the Staff’s comment,
and in response thereto, respectfully advise the Staff that we have revised the cover page in the Amended Registration Statement to disclose
that no dividends, distributions or transfers have been made to date between Lichen China Limited and any of its subsidiaries. Also, we
have provided a cross-reference to the consolidated financial statements in the same paragraph.

2. We note your disclosure that “[u]nless
otherwise stated, ‘we’, ‘us’, ‘our company’, ‘Company’, ‘Group’, ‘our’ and ‘Lichen’ refer to Lichen China Limited, the holding company.”
We also note you disclose that “when in the context of describing our operations and consolidated financial information, ‘we’, ‘us’,
‘our company’, ‘Company’, ‘Group’, ‘our’ and ‘Lichen’ refer to Lichen China Limited, and its subsidiaries, including but not limited to
our subsidiaries in China.” Please revise to use different defined terms for the holding company and its subsidiaries when providing
disclosure throughout the document so that it is clear to investors which entity the disclosure is referencing and which subsidiaries
or entities are conducting the business operations. Please also refrain from using terms such as “we” or “our”
when describing activities or functions of a PRC or Hong Kong subsidiary.

RESPONSE: We note the Staff’s comment,
and in response thereto, respectfully advise the Staff that we have revised the second paragraph on the cover page of the prospectus and
throughout the Amended Registration Statement to use different defined terms for the holding company and its subsidiaries and we have
refrained from using “we” or “our” and specifically stated the entity name when it is a party of an agreement,
an entity owns the property, and/or conduct the operations, such as the references in “Intellectual Property” section.

3. Please revise the disclosure on your prospectus
cover page to disclose whether and how the Holding Foreign Companies Accountable Act and related regulations will affect your company.

RESPONSE: We note the Staff’s
comment, and in response thereto, respectfully advise the Staff that we have revised the prospectus cover page in the Amended
Registration Statement to disclose whether and how the Holding Foreign Companies Accountable Act and related regulations will affect
our company. We clarify for the Staff that as of the date of the prospectus, our auditors, Briggs & Veselka Co. for the fiscal
year ended December 31, 2020 and TPS Thayer, LLC (“TPS Thayer”) for the fiscal year ended December 31, 2021 our auditor,
are not subject to the determinations as to inability to inspect or investigate completely as announced by the PCAOB on December 16,
2021. The Company’s auditors are both based in the U.S. and registered with PCAOB and subject to PCAOB inspection, however,
recently developments with respect to audits of China-based companies, create uncertainty about the ability of our auditors, to
fully cooperate with the PCAOB’s request for audit workpapers without the approval of the Chinese authorities. In the event it
is later determined that the PCAOB is unable to inspect or investigate completely the Company’s auditors because of a position
taken by an authority in a foreign jurisdiction, then such lack of inspection could cause trading in the Company’s securities
to be prohibited under the HFCAA, and ultimately result in a determination by a securities exchange to delist the Company’s
securities.

4. Reference is made to the disclosure in the
eighth paragraph of your prospectus cover page, highlighting the risks facing the company and the offering as a result of your corporate
structure. Please provide specific cross-references here to the individual risk factors that discuss each of these risks. In this regard,
we note that a general reference to the “Risks Related to Doing Business in China” and “Risks Relating to Our Public Offering
and Ownership of Our Class A Ordinary Shares” is not sufficient.

RESPONSE: We note the Staff’s comment,
and in response thereto, respectfully advise the Staff that we have revised the prospectus cover page in the Amended Registration Statement
to provide specific cross-references to the individual risk factors.

Prospectus Summary Overview, page 2

5. We note your amended disclosure in response
to Comment 3. Please expand your discussion of the permissions and approvals required to be obtained from Chinese authorities to operate
your business to also cover Legend Consulting BVI and Legend Consulting HK. Please also state whether your PRC subsidiaries are required
to obtain any approvals from Chinese authorities to operate your business. In this regard, it appears that the current disclosure only
speaks to permissions that your PRC subsidiaries are required to obtain from Chinese authorities to operate your business. Further, please
revise to clarify that the consequences you describe in the fifth and sixth paragraphs of this section (e.g., liabilities, operation disruption,
sanctions, fines, and penalties) will also result if applicable laws, regulations, or interpretations change and you are required to obtain
such permissions or approvals in the future. Please also broaden the consequences you describe in the fifth paragraph of this section
to include permissions relating to the operation of your business.

RESPONSE: We note the Staff’s comment,
and in response thereto, respectfully advise the Staff that we have revised our disclosure on page 2 of the Amended Registration Statement
to clarify that Legend Consulting BVI and Legend Consulting HK are not required to obtain any permissions or approvals from any Chinese
authorities to operate our business as of the date of this prospectus. We have also revised our disclosure to state that our PRC subsidiaries
have obtained all necessary permission and approvals from Chinese authorities to operate our business. Further, we have revised our disclosure
to clarify that the consequences we describe in the fifth and sixth paragraphs of this section will also result if applicable laws, regulations,
or interpretations change and we are required to obtain such permissions or approvals in the future. Finally, we have broadened our disclosure
regarding the consequences we describe in the fifth paragraph of this section to include permissions relating to the operation of our
business.

    2

6. We note your disclosure that you and your
subsidiaries are not covered by permissions requirements from the CSRC, CAC, or any other Chinese authorities to issue and offer these
securities to foreign investors. Please disclose the basis for your belief that these permissions are not required. In revising your disclosure,
please also indicate that your offering will be subject to compliance with the CSRC’s Draft Overseas Listing Regulations when adopted.

RESPONSE: We note the Staff’s
comment, and in response thereto, respectfully advise the Staff that we have disclosed on page 3 of the Amended Registration
Statements the basis for our belief that the permissions are not required. Also, we have revised our disclosure in the same section
to indicate that our offering will be subject to compliance with the CSRC’s Draft Overseas Listing Regulations when
adopted.

Risks Relating to Doing Business in China,
page 9

7. Please revise this section to disclose 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.

RESPONSE: We note the Staff’s
comment, and in response thereto, respectfully advise the Staff that we have revised our disclosure on page 9 of the Amended
Registration Statement under the “Summary of Risk Factors” section to disclose 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 our operations and/or the value of the securities we are registering for sale.

8. Please provide cross-references to the specific
risk factors that provide a detailed discussion of each risk included here. Listing only the page number is not sufficient.

RESPONSE: We note the Staff’s comment,
and in response thereto, respectfully advise the Staff that we have revised the “Summary of Risk Factors” section in the Amended
Registration Statement to provide cross-references to the specific risk factors that provide a detailed discussion of each risk included.

Holding Foreign Company Accountable Act, page
10

9. Please revise your disclosure in this section
to specifically state that trading in your securities may be prohibited under the Holding Foreign Companies Accountable Act if the PCAOB
determines that it cannot inspect or investigate completely your auditor, and that as a result an exchange may determine to delist your
securities.

RESPONSE: We note the Staff’s comment,
and in response thereto, respectfully advise the Staff that we have revised our disclosure on page 11, 13 and 43 of the Amended Registration
Statement to specifically state that trading in our securities may be prohibited under the Holding Foreign Companies Accountable Act
if the PCAOB determines that it cannot inspect or investigate completely our auditor, and that as a result an exchange may determine
to delist our securities. In addition, we added the disclosure that a delisting of our securities, or threatened delisting of our securities,
could make investors’ investment worthless.

Transfers of Cash to and from Our Subsidiaries,
page 14

10. Please quantify any dividends, distributions
or transfers that any of your subsidiaries have made to Lichen China Limited and which entity made such transfer, and their tax consequences.
To the extent that no such dividends, distributions or transfers have been made to date, please revise your disclosure to make this clear.

RESPONSE: We note the Staff’s comment,
and in response thereto, respectfully advise the Staff that that we have revised  our disclosure on page 18 of the Amended Registration
Statement to disclose that no dividends, distributions or transfers have been made to date between Lichen China Limited and any of its
subsidiaries.

    3

Risk Factors

Risks Relating to Doing Business in China

We are not currently required to obtain any
approval . . ., page 34

11. We note your response to Comment 7, and
your amended disclosure regarding the CSRC’s Draft Overseas Listing Regulations that you have included in the risk factor on page 33.
Please revise to include such disclosure in this risk factor. In addition, we note your disclosure indicates that you will be subject
to the Draft Overseas Listing Regulations when such regulations become effective. Please disclose here and elsewhere that you discuss
the Draft Overseas Listing Regulations to explain how compliance with such regulations will impact your offering if and when such regulations
are adopted. Please also explain to what extent you believe you are compliant with such regulations, as currently proposed. Lastly, please
revise your disclosure here and on page 11 to explain why you believe you will not be subject to the CSRC’s approval under the M&A
Rules.

RESPONSE: We note the Staff’s comment,
and in response thereto, respectfully advise the Staff that we have revised our disclosure on page 35 of the Amended Registration Statement
to include disclosure regarding Draft Overseas Listing Regulations in this risk factor. In addition, we have revised our disclosure on
pages 3, 14, and 35 to explain how compliance with such regulations will impact our offering if and when such regulations are adopted.
Further, we have explained that based on the advice from our PRC counsel we believe we are compliant with such regulations, as currently
proposed. Lastly, we have revised our disclosure here and on page 14 to explain that according to our PRC counsel, we believe we will
not be subject to the CSRC’s approval under the M&A Rules.

We hope this 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 outside securities counsel William S. Rosenstadt, Esq. or Mengyi “Jason” Ye, Esq. of Ortoli Rosenstadt
LLP at wsr@orllp.legal or jye@orllp.legal.

    Very truly yours,

    /s/ Ya Li

    Name:
    Ya Li

    Title:
    Chief Executive Officer and Director

4

United States securities and exchange commission logo
March 14, 2022
Ya Li
Chief Executive Officer and Chairman of the Board
Lichen China Ltd.
B2306, Block B
Tower 3, Jinjiang Wanda Plaza Commercial Complex
888 Century Avenue
Meiling Street, Jinjiang City
Fujian Province, PRC 362000
Re:Lichen China Ltd.
Amendment No. 4 to Draft Registration Statement on Form F-1
Submitted February 18, 2022
CIK No. 0001876766
Dear Mr. Li:
            We have reviewed your amended 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.
Amendment No. 4 to Draft Registration Statement on Form F-1 Submitted February 18, 2022
Cover Page
1.We note your response to Comment 1, and your amended disclosure provided in response
to the comment in the ninth paragraph of the prospectus cover page.  Please revise your
disclosure to state whether any dividends, distributions or transfers have been made to
date between Lichen China Limited and any of its subsidiaries, and quantify the amounts
where applicable.  Your disclosure should make clear if no such dividends, distributions
or transfers have been made to date. Lastly, please provide a cross-reference to the

 FirstName LastNameYa Li
 Comapany NameLichen China Ltd.
 March 14, 2022 Page 2
 FirstName LastNameYa Li
Lichen China Ltd.
March 14, 2022
Page 2
consolidated financial statements, which you previously included in your disclosure but
recently deleted.
2.We note your disclosure that "[u]nless otherwise stated, 'we', 'us', 'our company',
'Company', 'Group', 'our' and 'Lichen' refer to Lichen China Limited, the holding
company."  We also note you disclose that "when in the context of describing our
operations and consolidated financial information, 'we', 'us', 'our company', 'Company',
'Group', 'our' and 'Lichen' refer to Lichen China Limited, and its subsidiaries, including
but not limited to our subsidiaries in China."  Please revise to use different defined terms
for the holding company and its subsidiaries when providing disclosure throughout the
document so that it is clear to investors which entity the disclosure is referencing and
which subsidiaries or entities are conducting the business operations.  Please also refrain
from using terms such as “we” or “our” when describing activities or functions of a PRC
or Hong Kong subsidiary.
3.Please revise the disclosure on your prospectus cover page to disclose whether and how
the Holding Foreign Companies Accountable Act and related regulations will affect your
company.
4.Reference is made to the disclosure in the eighth paragraph of your prospectus cover page,
highlighting the risks facing the company and the offering as a result of your corporate
structure.  Please provide specific cross-references here to the individual risk factors that
discuss each of these risks.  In this regard, we note that a general reference to the "Risks
Related to Doing Business in China" and "Risks Relating to Our Public Offering and
Ownership of Our Class A Ordinary Shares" is not sufficient.
Prospectus Summary
Overview, page 2
5.We note your amended disclosure in response to Comment 3.  Please expand your
discussion of the permissions and approvals required to be obtained from Chinese
authorities to operate your business to also cover Legend Consulting BVI and Legend
Consulting HK.  Please also state whether your PRC subsidiaries are required to obtain
any approvals from Chinese authorities to operate your business.  In this regard, it appears
that the current disclosure only speaks to permissions that your PRC subsidiaries are
required to obtain from Chinese authorities to operate your business.  Further, please
revise to clarify that the consequences you describe in the fifth and
sixth paragraphs of this section (e.g., liabilities, operation disruption, sanctions, fines, and
penalties) will also result if applicable laws, regulations, or interpretations change and you
are required to obtain such permissions or approvals in the future.  Please also broaden the
consequences you describe in the fifth paragraph of this section to include permissions
relating to the operation of your business.
6.We note your disclosure that you and your subsidiaries are not covered by permissions
requirements from the CSRC, CAC, or any other Chinese authorities to issue and offer

 FirstName LastNameYa Li
 Comapany NameLichen China Ltd.
 March 14, 2022 Page 3
 FirstName LastName
Ya Li
Lichen China Ltd.
March 14, 2022
Page 3
these securities to foreign investors.  Please disclose the basis for your belief that these
permissions are not required.  In revising your disclosure, please also indicate that your
offering will be subject to compliance with the CSRC's Draft Overseas Listing
Regulations when adopted. .
Risks Relating to Doing Business in China, page 9
7.Please revise this section to disclose 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.
8.Please provide cross-references to the specific risk factors that provide a detailed
discussion of each risk included here.  Listing only the page number is not sufficient.
Holding Foreign Company Accountable Act, page 10
9.Please revise your disclosure in this section to specifically state that trading in your
securities may be prohibited under the Holding Foreign Companies Accountable Act if the
PCAOB determines that it cannot inspect or investigate completely your auditor, and that
as a result an exchange may determine to delist your securities.
Transfers of Cash to and from Our Subsidiaries, page 14
10.Please quantify any dividends, distributions or transfers that any of your subsidiaries have
made to Lichen China Limited and which entity made such transfer, and their tax
consequences.  To the extent that no such dividends, distributions or transfers have been
made to date, please revise your disclosure to make this clear.
Risk Factors
Risks Relating to Doing Business in China
We are not currently required to obtain any approval . . ., page 34
11.We note your response to Comment 7, and your amended disclosure regarding the CSRC's
Draft Overseas Listing Regulations that you have included in the risk factor on page 33.
Please revise to include such disclosure in this risk factor.  In addition, we note your
disclosure indicates that you will be subject to the Draft Overseas Listing Regulations
when such regulations become effective.  Please disclose here and elsewhere that you
discuss the Draft Overseas Listing Regulations to explain how compliance with such
regulations will impact your offering if and when such regulations are adopted.  Please
also explain to what extent you believe you are compliant with such regulations, as
currently proposed.  Lastly, please revise your disclosure here and on page 11 to explain
why you believe you will not be subject to the CSRC's approval under the M&A Rules.

 FirstName LastNameYa Li
 Comapany NameLichen China Ltd.
 March 14, 2022 Page 4
 FirstName LastName
Ya Li
Lichen China Ltd.
March 14, 2022
Page 4
            You may contact Patrick Kuhn at 202-551-3308 or Angela Lumley at 202-551-3398 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Nicholas Lamparski at 202-551-4695 or Erin Jaskot at 202-551-3442 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       William S. Rosenstadt

United States securities and exchange commission logo
January 26, 2022
Ya Li
Chief Executive Officer and Chairman of the Board
Lichen China Ltd.
B2306, Block B
Tower 3, Jinjiang Wanda Plaza Commercial Complex
888 Century Avenue
Meiling Street, Jinjiang City
Fujian Province, PRC 362000
Re:Lichen China Ltd.
Amendment No. 3 to Draft Registration Statement on Form F-1
Submitted January 14, 2022
CIK No. 0001876766
Dear Mr. Li:
            We have reviewed your amended 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.
Amendment No. 3 to Draft Registration Statement on Form F-1 Submitted January 14, 2022
Cover Page
1.We note your amended disclosure in response to comment 3, and reissue the comment in
part.  Please clarify whether the company or its subsidiaries have made any transfers,
dividends, or distributions to investors, or investors have made transfers, dividends or
distributions to these entities.  If so, quantify the amounts, where applicable.  The current
disclosure indicates that "[a]s of the date of this prospectus, no other cash or asset
transfers have occurred among the Company and its subsidiaries," which does not cover

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 Comapany NameLichen China Ltd.
 January 26, 2022 Page 2
 FirstName LastName
Ya Li
Lichen China Ltd.
January 26, 2022
Page 2
any transfers, dividends, or distributions the company or its subsidiaries may have made to
investors, or that investors have made to the company or its subsidiaries.
2.Where you note that you are a Cayman Islands holding company, please also disclose that
you are not a Chinese operating company.
Prospectus Summary
Overview, page 2
3.We note your amended disclosure in response to comment 3, and we reissue in part.
Please disclose each permission or approval that your PRC subsidiaries have obtained in
order to operate your business in compliance with the relevant PRC laws and regulations
in the PRC.  In this regard, we note that the current disclosure on page 2 only discusses
the business license and agency bookkeeping license.  If these are the only permissions or
approvals that your PRC subsidiaries are required to obtain to conduct your business,
please revise your disclosure to state as much, otherwise please disclose each permission
or approval.  Please also clarify whether Lichen China Limited is required to obtain any
permissions or approvals from any Chinese authorities to operate your business, given
your disclosure on page 2 only speaks to permissions and approvals your PRC subsidiaries
are required to obtain to operate your business.  To the extent Lichen China Limited is
required to obtain any permissions or approvals from any Chinese authorities to operate
your business, please revise to disclose each permission or approval.  Further, please
revise your disclosure to affirmatively state that you and your subsidiaries are not covered
by permissions requirements from the China Securities Regulatory Commission
(CSRC) or Cyberspace Administration of China (CAC), as you have in your risk factor
disclosure on pages 31 and 37.  Lastly, please revise to describe the consequences to you
and your investors if you or your subsidiaries inadvertently conclude that you and your
subsidiaries are not required to obtain any approvals or permissions from Chinese or other
authorities, including the CSRC, CAC, or any other governmental entity, to operate your
business or offer the securities being registered to foreign investors.
Corporate Structure, page 2
4.Please revise the diagram shown here to identify the person or entity that owns the equity
in each depicted entity, and clarify if each entity is 100% owned by the entity shown
above it in the diagram.  Please also identify clearly the entity in which investors are
purchasing their interest and the entity(ies) in which the company's operations are
conducted.  Please also indicate the jurisdiction of incorporation for each entity, and
clearly delineate which entities operate in China and which operate outside of China.  We
also note the disclosure indicating that this is your corporate structure prior to completion
of the offering.  To the extent your corporate structure will differ after the offering, please
include a diagram showing the post-offering structure.

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 Comapany NameLichen China Ltd.
 January 26, 2022 Page 3
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Ya Li
Lichen China Ltd.
January 26, 2022
Page 3
Summary of Risk Factors
Risks Related to Doing Business in China, page 8
5.Please revise your disclosure stating that the approval of the China Securities Regulatory
Commission may be required in connection with this offering to reflect your disclosure
elsewhere that you are not currently required to obtain any approval from the CSRC, to
the extent accurate.
Our office premises in Shanghai..., page 26
6.Please disclose the current status of the change of ownership registration referred to in this
risk factor.
We are not currently required to obtain any approval..., page 31
7.Please revise your disclosure here and elsewhere that you discuss the CSRC approval to
address the draft provisions issued on December 24, 2021.  Please also explain why you
will not be subject to CSRC approval because "Lichen Zixun were sino-foreign joint
venture enterprise prior to the Legend Consulting HK's acquisition of the 100% equity
interest in Lichen Zixun," as it is unclear how this relates to the CSRC approval prior to
listing and trading on an overseas stock exchange.
We are not currently required to obtain any approval from the CAC..., page 37
8.You state that you do not believe you are subject to the CAC cybersecurity review
because you do not possess a large amount of personal information, and data processed in
your business does not have a bearing on national security.  Please confirm, if true, that
you are not a network platform operator holding more than one million users' individual
information, and for that reason believe you are not subject to the CAC review.
Report of Independent Registered Public Accounting Firm, page F-23
9.We note your disclosure on page F-29 stating that on December 15, 2021, you executed a
special resolution to change the par value of the ordinary shares from $0.0001 to
$0.00004, and the resulting changes made to your financial statements.  Considering that
the report of your independent registered public accounting firm is dated August 12, 2021,
please tell us the consideration of your independent public accounting firm of either dual
dating its report or dating the report as of the later date.  Refer to AS 3110.05.
Audited Consolidated Financial Statements as of and for the years ended December 31, 2020 and
2019, page F-24
10.Please update your financial statements in accordance with Item 8(A)(4) of Form 20-F, or
tell us why updating is not necessary.

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 Comapany NameLichen China Ltd.
 January 26, 2022 Page 4
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Ya Li
Lichen China Ltd.
January 26, 2022
Page 4
General
11.Please update your disclosure throughout to provide information for the most recent fiscal
year and/or the most recent practicable date, as required by Form 20-F.  As examples
only, we note that your compensation disclosure, related party transaction disclosure, and
number of employees should be updated.
            You may contact Patrick Kuhn at 202-551-3308 or Angela Lumley at 202-551-3398 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Nicholas Lamparski at 202-551-4695 or Erin Jaskot at 202-551-3442 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       William S. Rosenstadt

United States securities and exchange commission logo
December 27, 2021
Ya Li
Chief Executive Officer and Chairman of the Board
Lichen China Ltd.
B2306, Block B
Tower 3, Jinjiang Wanda Plaza Commercial Complex
888 Century Avenue
Meiling Street, Jinjiang City
Fujian Province, PRC 362000
Re:Lichen China Ltd.
Amendment No. 2 to Draft Registration Statement on Form F-1
Submitted December 9, 2021
CIK No. 0001876766
Dear Mr. Li:
            We have reviewed your amended 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.
Amendment No. 2 to Draft Registration Statement on Form F-1 Submitted December 9, 2021
Cover Page
1.We note your amended disclosure in response to our prior comment 2, and reissue the
comment in part.  Please expand the disclosure on your cover page to indicate that
if Chinese regulatory authorities disallowed your operating structure, it would likely result
in a material change in your operations.  The current disclosure indicates that this would
likely result in a material change in your results of operations, which is separate from your
actual operations.

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 Comapany NameLichen China Ltd.
 December 27, 2021 Page 2
 FirstName LastName
Ya Li
Lichen China Ltd.
December 27, 2021
Page 2
2.We note your disclosure that Lichen China Limited does not directly own substantially all
of your business in China conducted by your subsidiaries.  Please revise to clarify that
Lichen China Limited does not directly own any interests in your Chinese subsidiaries.
3.In your discussion of how cash is transferred through your organization, please provide
cross-references to the condensed consolidating schedule and the consolidated financial
statements.  Please quantify the amounts of the dividend payments made by your
subsidiaries during fiscal years 2019 and 2020, and clarify which subsidiaries made such
payments.  Please also state whether the company or its subsidiaries have made any
transfers, dividends, or distributions to investors, or investors have made transfers,
dividends or distributions to these entities.  If so, quantify the amounts, where applicable.
Prospectus Summary, page 2
4.We note your amended disclosure in response to our prior comment 3, and reissue the
comment in part.  Please clarify whether you are required to obtain any permissions or
approvals from any Chinese authorities to operate in the PRC.  In this regard, we note
your amended disclosure states that you "currently have obtained all material permissions
and approvals required for [y]our operations in compliance with the relevant PRC laws
and regulations for [y]our operations in the PRC.”  To the extent you or your subsidiaries
are required to obtain permissions or approvals from Chinese authorities to operate in the
PRC, please revise to disclose each permission or approval, as well as the consequences to
you and your investors if you do not receive or maintain the approvals and
permissions.  In addition, please disclose the consequences to you and your investors if
you or your subsidiaries inadvertently conclude that you and your subsidiaries are not
required to obtain any approvals or permissions from Chinese or other authorities,
including the China Securities Regulatory Commission, Cyberspace Administration of
China, or any other governmental entity, to operate, issue, or offer your securities to
foreign investors.
Risk Factors
Risks Relating to Doing Business in China
The approval of the China Securities Regulatory Commission . . ., page 31
5.We note your statement that approval of the CSRC may be required in connection with the
offering, but that your PRC counsel has advised you that CSRC approval may not be
required.  Please revise to provide a more definitive statement as to whether CSRC
approval is required.  Please also reconcile this with your statement on page 2 that you are
not currently required to obtain any regulatory permission or approval from any Chinese
authorities to issue and offer securities to foreign investors.  Further, please indicate
whether PRC counsel will be rendering an opinion as to matters of PRC law.  Please make
similar revisions to your risk factor on page 37 relating to CAC oversight and review.

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 Comapany NameLichen China Ltd.
 December 27, 2021 Page 3
 FirstName LastName
Ya Li
Lichen China Ltd.
December 27, 2021
Page 3
The recent joint statement by the SEC and PCAOB, proposed rule changes . . ., page 36
6.We note your risk factor disclosure on page 36 that "the U.S. Senate passed a bill which, if
passed by the U.S. House of Representatives and signed into law, would reduce the
number of consecutive non-inspection years required for triggering the prohibitions under
the HFCAA from three years to two."  Please revise to refer to this "bill" as the
Accelerating Holding Foreign Companies Accountable Act.  Update your disclosure to
reflect that the Commission adopted rules to implement the HFCAA and that, pursuant to
the HFCAA, the PCAOB has issued its report notifying the Commission of its
determination that it is unable to inspect or investigate completely accounting firms
headquartered in mainland China or Hong Kong.
            Please contact Nicholas Lamparski at 202-551-4695 or Erin Jaskot at 202-551-3442 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       William S. Rosenstadt

United States securities and exchange commission logo
November 19, 2021
Ya Li
Chief Executive Officer and Chairman of the Board
Lichen China Ltd.
B2306, Block B
Tower 3, Jinjiang Wanda Plaza Commercial Complex
888 Century Avenue
Meiling Street, Jinjiang City
Fujian Province, PRC 362000
Re:Lichen China Ltd.
Amendment No. 1 to Draft Registration Statement on Form F-1
Submitted October 28, 2021
CIK No. 0001876766
Dear Mr. Li:
            We have reviewed your amended 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.
Amendment No. 1 to Draft Registration Statement on Form F-1 Submitted October 28, 2021
Cover Page
1.We note your amended disclosure in response to our prior comment 2, and reissue the
comment in part.  Please disclose that investors may never directly hold equity interests in
your Chinese operating entities.  In addition, please revise to clarify that Chinese
regulatory authorities could disallow your operating structure, and disclose that this would
likely result in a material change in your operations.

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 Comapany NameLichen China Ltd.
 November 19, 2021 Page 2
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Lichen China Ltd.
November 19, 2021
Page 2
2.Provide a description of how cash is transferred through your organization.  State whether
any transfers, dividends, or distributions have been made to date.
Prospectus Summary, page 1
3.We note your amended disclosure in response to our prior comment 5, and reissue the
comment.  Please disclose each permission or approval that you or your subsidiaries are
required to obtain from Chinese or other authorities to operate, issue, and offer these
securities to foreign investors.  In doing so, disclose whether you have received such
approvals and permissions as well as the consequences to you and your investors if you do
not receive or maintain the approvals and permissions, inadvertently conclude that such
approvals and permissions are not required, or applicable laws, regulations, or
interpretations change and you are required to obtain approval or permission in the future.
In addition, please state whether you or your subsidiaries are covered by permissions
requirements from the CSRC, CAC or any other entity that is required to approve your
operations, and state affirmatively whether you have received all requisite permissions
and whether any permissions have been denied.
Summary of Risk Factors
Risks Relating to Doing Business in China, page 8
4.We note your amended disclosure in response to our prior comment 6, and reissue the
comment in part.  Please revise your disclosure in this section to discuss the risk that rules
and regulations in China can change quickly with little advance notice.  Please also revise
to discuss the risk that the Chinese government may intervene or influence your
operations at any time, which could result in a material change in your operations and/or
the value of your securities.  Further, with respect to the disclosed risks in this section,
please revise to provide a cross-reference to the more detailed discussion of each of these
risks in the prospectus.
Risk Factors, page 21
5.We note from the audit opinion that you have a U.S. based auditor that is registered with
the PCAOB and subject to PCAOB inspection.  Please disclose any material risks to the
company and investors if it is later determined that the PCAOB is unable to inspect or
investigate completely your auditor because of a position taken by an authority in a
foreign jurisdiction.  For example, disclose the risk that lack of inspection could cause
trading in your securities to be prohibited under the Holding Foreign Companies
Accountable Act and as a result an exchange may determine to delist your securities.
Risks Relating to Doing Business in China, page 28
6.We note your amended disclosure in response to our prior comment 12, and reissue the
comment in part.  Please add additional risk factor disclosure relating to how evolving
laws and regulations and inconsistent enforcement thereof could lead to failure to obtain

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 Comapany NameLichen China Ltd.
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Lichen China Ltd.
November 19, 2021
Page 3
or maintain licenses and permits to do business in China.  Please also revise your risk
factor disclosure to specifically highlight how intellectual property rights and protections
may be insufficient for companies with material intellectual property in China.  Refer to
CF Disclosure Guidance: Topic No. 10 for additional guidance.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Trend Information, page 52
7.We note your amended disclosure in response to our prior comment 16, and reissue the
comment in part.  In this regard, we note your disclosure in the "Trend Information"
section on page 52 appears to suggest that you disclose material trends and/or
trends, uncertainties, demands, commitments or events that are reasonably likely to have a
material and adverse effect on your financial results and liquidity "elsewhere in this
prospectus."  Please revise your disclosure in the "Trend Information" section to provide a
materially complete discussion of any such trends, uncertainties, demands, commitments,
or events.  See Part I, Item 5.D of Form 20-F.
Industry, page 65
8.We reissue our prior comment 22, as you have not revised to provide disclosure in this
section that is responsive to the comment.  Please revise your disclosure in this section to
provide more details about how the various CAGR projections through 2024 were
determined, as you have done in your response letter.
Business
Overview, page 72
9.We note your response to our prior comment 26, and that the revenues cited in the Frost
and Sullivan industry report are the measure by which you believe you are a "leading
financial and taxation service provider in China.”  We reissue the comment.  Please revise
your disclosure to indicate that the revenues cited in the Frost and Sullivan industry report
is the measurement you are using in making this determination.  Please also disclose that
the Frost and Sullivan industry report is your source for such information.
Consolidated Financial Statements as of and for the years ended December 31, 2020 and 2019
Notes to Consolidated Financial Statements
Note 5. Intangible Assets, page F-36
10.Your submission lists three services you provide: (i) financial and taxation solution
services; (ii) education support services; and (iii) software and maintenance services in
China.  Please tell us in detail how you concluded you have a single operating segment.
In doing so, please also discuss:
•why none of these services are operating segments;
•your management structure from the top down;
•how budgets are prepared, at what lower levels and frequency;

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•whether lower level financial information is reviewed by the CODM and/or Board
and, if so, describe what it is and how often it is reviewed; and
•whether any managers are compensated based upon the performance of lower levels
of the company and, if so, tell us who and explain how it works.
            You may contact Patrick Kuhn at 202-551-3308 or Angela Lumley at 202-551-3398 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Nicholas Lamparski at 202-551-4695 or Jacqueline Kaufman at 202-551-3797 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       William S. Rosenstadt

United States securities and exchange commission logo
September 14, 2021
Ya Li
Chief Executive Officer and Chairman of the Board
Lichen China Ltd.
B2306, Block B
Tower 3, Jinjiang Wanda Plaza Commercial Complex
888 Century Avenue
Meiling Street, Jinjiang City
Fujian Province, PRC 362000
Re:Lichen China Ltd.
Draft Registration Statement on Form F-1
Submitted August 12, 2021
CIK No. 0001876766
Dear Mr. Li:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form F-1 Submitted August 12, 2021
Cover Page
1.Please provide prominent disclosure 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

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Ya Li
Lichen China Ltd.
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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,
has or may impact the company’s ability to conduct its business, accept foreign
investments, or list on an U.S. or other foreign exchange.  Your prospectus summary
should address, but not necessarily be limited to, the risks highlighted on the prospectus
cover page.
2.Please disclose prominently on the prospectus cover page that you are not a Chinese
operating company, but are a Cayman Islands holding company with operations
conducted by your subsidiaries based in China, and that this structure involves unique
risks to investors.  Disclose that investors may never directly hold equity interests in your
Chinese operating entities.  Your disclosure should acknowledge, if true, that Chinese
regulatory authorities could disallow your operating structure, which would likely result in
a material change in your operations and/or the value of 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 your operating structure.
3.On the Prospectus Cover Page, clearly disclose how you will refer to the holding company
and its subsidiaries when providing disclosure throughout your filing, so that it is clear to
investors which entity the disclosure is referencing and which subsidiaries or entities are
conducting your business operations.  Disclose clearly the entity (including the domicile)
in which investors are purchasing their interest.
Prospectus Summary, page 1
4.In your prospectus summary, provide a clear description of how cash is transferred
through your organization.  Quantify any cash flows and transfers of other assets by type
that have occurred between the holding company and its subsidiaries and direction of
transfer.  Quantify any dividends or distributions that a subsidiary has made to the holding
company and which entity made such transfer, and their tax consequences.  Similarly
quantify dividends or distributions made to U.S. investors, the source, and their tax
consequences.  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 your businesses, including your
subsidiaries, to the parent company and U.S. investors.
5.As applicable, disclose each permission that you or your subsidiaries are required to
obtain from Chinese authorities to operate and issue these securities to foreign investors.
State whether you or your subsidiaries are covered by permissions requirements from the
CSRC, CAC or any other entity that is required to approve your operations, and state
affirmatively whether you have received all requisite permissions and whether any
permissions have been denied.

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Summary of Risk Factors
Risks Relating to Doing Business in China, page 8
6.We note your summary discussion of the risks related to doing business in China.  Please
enhance your discussion of these risks to specifically discuss, with cross-references to the
more detailed discussion of these risks in the prospectus, 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 such securities to significantly decline or be worthless.
The Offering, page 12
7.Please revise this section to add disclosure regarding your dual-class capital structure
and the disparate voting rights of your Class A and Class B ordinary shares.
Risk Factors, page 13
8.We note the recent issuance of the Opinions on Further Alleviating the Burden of
Homework and After-School Tutoring for Students in Compulsory Education, issued
by the General Office of the CPC Central Committee and the General Office of the State
Council.  The Opinion appears to contain various requirements and restrictions related to
after school tutoring services, including registration as non-profit, prohibition on foreign
ownership, prohibition for listed companies on raising capital to invest in businesses that
teach academic subjects in compulsory education, limitations as to when tutoring services
on academic subjects may be provided and new fee standards.  Disclose the applicability
of this Opinion to you and your business and how and when you expect to comply.
Risks Relating to Our Business and Operations
"Our business, financial condition and results of operations may be affected . . .", page 13
9.We note your risk factor disclosure on the novel coronavirus (COVID-19) pandemic.  In
light of the time that has passed since the initial outbreak in December 2019, please
expand your disclosure to tell us whether the outbreak has had a material impact on your
business operations and service provisions to your customers in 2020.  For example,
please disclose if you or any of your "Partnered Institutions," external experts, or
material suppliers have been impacted by any lockdown measures and/or travel
restrictions, as well as whether the pandemic has resulted in any disruption to the services
provided by you and the abovementioned entities.  For guidance, see Division of

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Corporation Finance Disclosure Guidance: Topics No. 9 and 9A, available on our public
website.
"Changes in China's economic, political or social conditions or government . . .", page 20
10.You disclose a series of regulatory restrictions and limitations with respect to providing
funding to your PRC operating subsidiaries through loans or capital contributions.  Please
quantify the amount of loans or capital contributions you may make to your PRC
operating subsidiaries, including the amount of proceeds from this offering that you could
contribute to your PRC operating entities based on current statutory limits.
Risks Relating to Doing Business in China, page 20
11.Given the Chinese government’s significant oversight and discretion over the conduct of
your business, please revise to separately highlight the risk that the Chinese government
may intervene or influence your operations at any time, which could result in a material
change in your operations and/or the value of your securities.  Also, given recent
statements by the Chinese government indicating an intent to exert more oversight and
control over offerings that are conducted overseas and/or foreign investment in China-
based issuers, acknowledge the risk that any such action could significantly limit or
completely hinder your ability to offer or continue to offer securities to investors and
cause the value of such securities to significantly decline or be worthless.
12.As applicable, please add additional risk factor disclosure relating to the regulatory
environment in China, for example, material risks related to:

•(i) how evolving laws and regulations and inconsistent enforcement thereof could
lead to failure to obtain or maintain licenses and permits to do business in China;

•(ii) how intellectual property rights and protections may be insufficient for your
material intellectual property in China;

•(iii) how the increased global focus on environmental and social issues and China’s
potential adoption of more stringent standards in these areas may adversely impact
your operations;

•(iv) how uncertainties in China’s legal system could limit the enforcement of
contractual arrangements;

•(v) how Chinese law restricts certain foreign investments in China and these laws
continue to evolve; and

•(vi) how Chinese governmental authorities have significant discretion that can be
used to influence how the company conducts its business operations.

Refer to CF Disclosure Guidance: Topic No. 10 for additional guidance.

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 Comapany NameLichen China Ltd.
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 FirstName LastNameYa Li
Lichen China Ltd.
September 14, 2021
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"If we become directly subject to the scrutiny, criticism and negative publicity involving U.S.-
listed Chinese companies . . .", page 25
13.Please enhance this risk factor to provide additional detail about the limitations on the
ability of U.S. regulators, such as the Department of Justice, the SEC, and other
authorities, to conduct investigations and inspections within China.  In this regard, please
ensure that you acknowledge Article 177 of PRC Securities Law effective March 2020,
possibly further limiting an overseas regulator from conducting investigations or from
collecting evidence within China.  Refer to CF Disclosure Guidance Topic No. 10.
Risks Relating to Our Public Offering and Ownership of Our Class A Ordinary Shares, page 27
14.Please provide risk factor disclosure that discusses the risks of your dual-class structure
for investors in the offering, including:

•(i) that a dual-class structure may render your shares ineligible for inclusion in certain
stock market indices, and thus adversely affect share price and liquidity, and may
adversely affect public sentiment;
•(ii) that any future issuances of Class B ordinary shares may be dilutive to the voting
power of Class A ordinary shareholders;

•(iii) the votes per share which each share of Class A and Class B ordinary shares are
entitled; and
•(iv) the impact, if any, of the conversion of Class B ordinary shares on holders of
Class A ordinary shares, including dilution and the reduction in aggregate voting
power, as well as the potential increase in the relative voting power if one of the
Class B holders retains their shares.
Use of Proceeds, page 34
15.You disclose throughout your filing that you may decide to pursue acquisitions in the
future.  Please disclose whether you have any current plans to enter into an acquisition,
and whether any portion of the proceeds will be used to fund acquisitions, if applicable.
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
38
16.Please revise this section to discuss the trend information required by Item 5.D of Form
20-F.  Your disclosure should address the most significant recent trends in production,
sales and inventory, the state of the order book and costs and selling prices since the latest
financial year as well as addressing, for at least the current financial year, and any known
trends, uncertainties, demands, commitments or events that are reasonably likely to have a
material effect on your net sales or revenues.  When revising your disclosure, please
ensure that you describe any material trends or uncertainties related to the COVID-19

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 FirstName LastNameYa Li
Lichen China Ltd.
September 14, 2021
Page 6
pandemic and discuss whether you expect such impacts on your operations as a result of
the trends to continue after the COVID-19 pandemic subsides.
Key Factors Affecting Our Operating Results, page 38
17.Please revise your disclosure and expand your narrative discussion in this section with a
view to providing additional information regarding the significant factors materially
affecting your income from operations.  For instance, to the extent that strategic
acquisitions materially affected your income from operations, revise your disclosure to
provide a narrative discussion that adequately addresses how this factor affected your
income from operations.
Liquidity and Capital Resources
Operating Activities, page 41
18.Your discussion of cash flows from operating activities appears to focus on how this
amount was derived in each period.  The discussion should be a comparative analysis of
material changes in this amount between periods.  In your analysis, please note that
references to results of operations, prepared on the accrual basis of accounting, and
working capital movements may not provide a sufficient basis for an investor to fully
understand comparative changes in terms of cash.  Your discussion should address and
quantify the material drivers underlying each factor cited and how they impacted cash if
not readily apparent.  For example, please discuss the specific items that created favorable
and unfavorable movements in working capital and affected other operations in terms of
their actual impact on operating cash.  Refer to Item 5 of Form 20-F, Section III.D of
Release No. 33-6835, Section IV.B.1 of Release No. 33-8350, and Section 501.04 of the
staff’s Codification of Financial Reporting Releases for guidance.
Primary Sources and Uses of Liquidity, page 42
19.We note that you "expect to finance [y]our operations and working capital needs . . . from
part of [y]our net proceeds of the initial public offering and cash generated through
operations."  However, you disclose on page 34 that "[t]he net proceeds from this offering
must be remitted to China" and you must complete the remittance process before you will
be able to use the proceeds from this offering.  I