SecProbe.io

CORRESP
 1
 filename1.htm

 MMTEC, INC.

 c/o MM Future Technology Limited

 Room 2302, 23rd Floor

 308 Central Des Voeux

 308 Des Voeux Road Central

 Sheung Wan, Hong Kong

 July 30, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporate Finance

 Washington, DC 20549

 Attention: Matthew Crispino

 Re: MMTec, Inc.

 Registration Statement on Form F-3

 Registration No. 333-288881

 Ladies and Gentlemen:

 Pursuant to Rule 461 of the
Securities Act of 1933, as amended, MMTec, Inc., a British Virgin Islands company (the "Company"), hereby respectfully requests
that the effective date for the Registration Statement referred to above be accelerated so that it will be declared effective at 4:30
P.M. (Eastern Time) on August 4, 2025, or as soon thereafter as possible on such date.

 Once the Registration Statement
has been declared effective, please confirm that event with Jeffrey Kennedy of ArentFox Schiff LLP at (312) 258-5526.

 Very truly yours,

 MMTEC, INC.

 By:
 /s/ Min Kong

 Name:
 Min Kong

 Title:
 Chief Financial Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 July 28, 2025

Xiangdong Wen
Chief Executive Officer
MMTec, Inc.
c/o MM Future Technology Limited
Room 2302, 23rd Floor
308 Central Des Voeux
Sheung Wan, Hong Kong

 Re: MMTec, Inc.
 Registration Statement on Form F-3
 Filed July 22, 2025
 File No. 333-288881
Dear Xiangdong Wen:

 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 Matthew Crispino at 202-551-3456 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Technology
cc: Min Kong
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

MMTEC, INC.

c/o Gujia (Beijing) Technology Co., Ltd.,

AF, 16/F, Block B, Jiacheng Plaza,

18 Xiaguangli, Chaoyang District, Beijing, 100027

People’s Republic of China

August 22, 2022

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street, NE

Washington, DC 20549

Attention: Austin Pattan and Joshua Shainess

 Re: MMTEC, Inc.

Registration Statement on Form F-3

Filed August 10, 2022

File No. 333-265898

Ladies and Gentlemen:

Pursuant to Rule 461 of the Securities Act of 1933,
as amended, MMTEC, Inc. (the “Company”), hereby respectfully requests that the effective date for the Registration Statement
referred to above be accelerated so that it will be declared effective at 4:30 P.M. (Eastern Time) on August 24, 2022, or as soon thereafter
as possible on such date.

    Very truly yours,

    MMTEC, Inc.

    /s/ Xiangdong Wen

    Name:
    Xiangdong Wen

    Title:
    Chief Executive Officer

CORRESP
1
filename1.htm

MMTEC, INC.

c/o Gujia (Beijing) Technology Co., Ltd.,

AF, 16/F, Block B, Jiacheng Plaza,

18 Xiaguangli, Chaoyang District, Beijing, 100027

People’s Republic of China

August 10, 2022

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

100 F Street, NE

Washington, DC 20549

Attention: Austin Pattan and Joshua Shainess

    Re:
    MMTEC, Inc.

    Registration Statement on Form F-3

    Filed June 29, 2022

    File No. 333-265898

Dear Messrs. Pattan and Shainess:

On behalf of MMTEC, Inc. (the
“Company”), set forth below are our responses to the comments provided by the Staff of the Division of Corporate Finance (the
“Staff”) of the Securities and Exchange Commission (the “SEC” or the “Commission”) in a letter dated
July 13, 2022. For your convenience, we have set forth each of the Staff’s comments in bold, italic typeface followed by our responses.
References to “we,” “us,” “our” and “Registrant” refer to the Company. All responses are
those of the Company only.

Registration Statement on Form F-3 filed
June 29, 2022

General

1. We
note that you exclude Hong Kong and Macau from your definition of “PRC” or “China” in your annual report for the
fiscal year ended December 31, 2021, which is incorporated by reference into this prospectus. Please clarify that all the legal and operational
risks associated with having operations in the PRC also apply to operations in Hong Kong and Macau.

RESPONSE: We have updated the disclosure
on the cover page to the Prospectus as well as in the “Risks Related to Doing Business in China” in the Risk Factors to make
clear that the risks associated with having operations in China apply to our Hong Kong subsidiaries as well.

United States Securities and Exchange Commission

Attention: Austin Pattan and Joshua Shainess

Page 2

Cover Page

2. 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 the securities you are registering for sale or could significantly limit or completely hinder your ability to offer or continue
to offer securities to investors and cause the value of such securities to significantly decline or be worthless. Please disclose on the
cover page whether your auditor is subject to the determinations announced by the PCAOB on December 16, 2021 and whether and how the Holding
Foreign Companies Accountable Act and related regulations will affect your company. Additionally, your prospectus summary should address,
but not necessarily be limited to, the risks highlighted on the prospectus cover page.

RESPONSE: We have enhanced the disclosure
on the cover page of the Prospectus to make the legal and operational risks relating to the Company’s operations in China more prominent.

We have included disclosure making it
clear that the Company’s auditor is not among the PCAOB-registered public accounting firms headquartered in the PRC
or Hong Kong that are subject to PCAOB’s determination on December 16, 2021 of having been unable to inspect or investigate completely;
however, our common stock could still be delisted and prohibited from being traded over-the-counter under the HFCA Act if the PCAOB determines
in the future that it is unable to fully inspect or investigate our auditor which has a presence in China.

The Prospectus Summary has been updated
to highlight certain risks relating to the Company and its operations in China.

Prospectus Summary, page 1

3. Revise
your disclosure to provide a summary of risk factors within your prospectus summary. Disclose the risks that your corporate structure
and being based in or having the majority of the company’s operations in China poses to investors. In particular, describe the significant
regulatory, liquidity, and enforcement risks with cross-references to the more detailed discussion of these risks in the prospectus. For
example, specifically discuss risks arising from the legal system in China, including risks and uncertainties regarding the enforcement
of laws and that rules and regulations in China can change quickly with little advance notice; and the risk that the Chinese government
may intervene or influence your operations at any time, or may exert more control over offerings conducted overseas and/or foreign investment
in China-based issuers, which could result in a material change in your operations and/or the value of the securities you are registering
for sale. Acknowledge any risks that any actions by the Chinese government to exert more oversight and control over offerings that are
conducted overseas and/or foreign investment in China-based issuers could significantly limit or completely hinder your ability to offer
or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless.

RESPONSE: The Prospectus Summary has
been updated to include a summary of the risks relating to the Company’s corporate structure and its operations in China.

United States Securities and Exchange Commission

Attention: Austin Pattan and Joshua Shainess

Page 3

4. In
the prospectus summary, disclose each permission or approval that you or your subsidiaries are required to obtain from Chinese authorities
to operate your business and to offer the securities being registered to foreign investors. State whether you or your subsidiaries are
covered by permissions requirements from the China Securities Regulatory Commission (CSRC), Cyberspace Administration of China (CAC) or
any other governmental agency that is required to approve the subsidiaries operations, and state affirmatively whether you have received
all requisite permissions or approvals and whether any permissions or approvals have been denied. Please also describe the consequences
to you and your investors if you or your subsidiaries: (i) do not receive or maintain such permissions or approvals, (ii) inadvertently
conclude that such permissions or approvals are not required, or (iii) applicable laws, regulations, or interpretations change and you
are required to obtain such permissions or approvals in the future.

RESPONSE: The Prospectus Summary has
been updated to include a description of the permissions or approvals that are or may become applicable to the Company and to describe
the risks applicable to a failure to obtain such permissions or approvals.

5. Provide
a clear description in your prospectus summary of how cash is transferred through your organization. Disclose your intentions to distribute
earnings or settle amounts owed under agreements with your subsidiaries. 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 any subsidiaries have made to the holding company and which entity made such transfer, and their tax consequences. Similarly quantify
dividends or distributions made to U.S. investors, the source, and their tax consequences. Your disclosure should make clear if no transfers,
dividends, or distributions have been made to date. Describe any restrictions on foreign exchange and your ability to transfer cash between
entities, across borders, and to U.S. investors. Describe any restrictions and limitations on your ability to distribute earnings from
the company, including your subsidiaries, to the parent company and U.S. investors as well as the ability to settle amounts owed under
the agreements.

RESPONSE: Summary disclosure regarding
the cash transfers within our organization has been added to the Prospectus Summary along with a cross reference directing investors to
the section titled “Cash Transfers Within Our Organization” for further information.

6. Disclose
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. Disclose
whether your auditor is subject to the determinations announced by the PCAOB on December 16, 2021.

RESPONSE: The Prospectus Summary has
been updated to include disclosure making it clear that the Company’s auditor is not among the PCAOB-registered public
accounting firms headquartered in the PRC or Hong Kong that are subject to PCAOB’s determination on December 16, 2021 of having
been unable to inspect or investigate completely; however, our common stock could still be delisted and prohibited from being traded over-the-counter
under the HFCA Act if the PCAOB determines in the future that it is unable to fully inspect or investigate our auditor which has a presence
in China.

United States Securities and Exchange Commission

Attention: Austin Pattan and Joshua Shainess

Page 4

Risk Factors, page 2

7. Given
the Chinese government’s significant oversight and discretion over the conduct of your business, please revise to highlight separately
the risk that the Chinese government may intervene or influence your operations at any time, which could result in a material change in
your operations and/or the value of the securities you are registering. 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.

RESPONSE: Please see the new risk factor titled: “The
Chinese government may intervene in or influence our operations at any time, which could result in a material change in our operations
and significantly and adversely impact the value of our securities.”

*     *     *

We trust that this response
satisfactorily responds to your request. Should you require further information, please contact our legal counsel Ralph De Martino via
email or telephone at ralph.demartino@afslaw.com and (202) 724-6848.

    Very truly yours,

    MMTEC, Inc.

    /s/ Xiangdong Wen

    Name:
    Xiangdong Wen

    Title:
    Chief Executive Officer

United States securities and exchange commission logo
July 13, 2022
Xiangdong Wen
Principal Executive Officer
MMTec, Inc.
AF, 16/F, Block B, Jiacheng Plaza,
18 Xiaguangli, Chaoyang District, Beijing, 100027
Re:MMTec, Inc.
Registration Statement on Form F-3
Filed June 29, 2022
File No. 333-265898
Dear Mr. Wen:
            We have limited our review of your registration statement to those issues we have
addressed in our 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.
Registration Statement on Form F-3 filed June 29, 2022
General
1.We note that you exclude Hong Kong and Macau from your definition of "PRC" or
"China" in your annual report for the fiscal year ended December 31, 2021, which is
incorporated by reference into this prospectus.  Please clarify that all the legal and
operational risks associated with having operations in the PRC also apply to operations in
Hong Kong and Macau.
Cover Page
2.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

 FirstName LastNameXiangdong Wen
 Comapany NameMMTec, Inc.
 July 13, 2022 Page 2
 FirstName LastName
Xiangdong Wen
MMTec, Inc.
July 13, 2022
Page 2
and/or the value of the securities you are registering for sale or could significantly limit or
completely hinder your ability to offer or continue to offer securities to investors and
cause the value of such securities to significantly decline or be worthless. Please disclose
on the cover page whether your auditor is subject to the determinations announced by the
PCAOB on December 16, 2021 and whether and how the Holding Foreign Companies
Accountable Act and related regulations will affect your company. Additionally, your
prospectus summary should address, but not necessarily be limited to, the risks
highlighted on the prospectus cover page.
Prospectus Summary, page 1
3.Revise your disclosure to provide a summary of risk factors within your prospectus
summary. Disclose the risks that your corporate structure and being based in or having the
majority of the company’s operations in China poses to investors. In particular, describe
the significant regulatory, liquidity, and enforcement risks with cross-references to the
more detailed discussion of these risks in the prospectus. For example, specifically discuss
risks arising from the legal system in China, including risks and uncertainties regarding
the enforcement of laws and that rules and regulations in China can change quickly with
little advance notice; and the risk that the Chinese government may intervene or influence
your operations at any time, or may exert more control over offerings conducted overseas
and/or foreign investment in China-based issuers, which could result in a material change
in your operations and/or the value of the securities you are registering for sale.
Acknowledge any risks that any actions by the Chinese government to exert more
oversight and control over offerings that are conducted overseas and/or foreign investment
in China-based issuers could significantly limit or completely hinder your ability to offer
or continue to offer securities to investors and cause the value of such securities to
significantly decline or be worthless.
4.In the prospectus summary, disclose each permission or approval that you or your
subsidiaries are required to obtain from Chinese authorities to operate your business and
to offer the securities being registered to foreign investors. State whether you or your
subsidiaries are covered by permissions requirements from the China Securities
Regulatory Commission (CSRC), Cyberspace Administration of China (CAC) or any
other governmental agency that is required to approve the subsidiaries operations, and
state affirmatively whether you have received all requisite permissions or approvals and
whether any permissions or approvals have been denied. Please also describe the
consequences to you and your investors if you or your subsidiaries: (i) do not receive or
maintain such permissions or approvals, (ii) inadvertently conclude that such permissions
or approvals are not required, or (iii) applicable laws, regulations, or interpretations
change and you are required to obtain such permissions or approvals in the future.

 FirstName LastNameXiangdong Wen
 Comapany NameMMTec, Inc.
 July 13, 2022 Page 3
 FirstName LastName
Xiangdong Wen
MMTec, Inc.
July 13, 2022
Page 3
5.Provide a clear description in your prospectus summary of how cash is transferred through
your organization. Disclose your intentions to distribute earnings or settle amounts owed
under agreements with your subsidiaries. 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 any subsidiaries have
made to the holding company and which entity made such transfer, and their tax
consequences. Similarly quantify dividends or distributions made to U.S. investors, the
source, and their tax consequences. Your disclosure should make clear if no transfers,
dividends, or distributions have been made to date. Describe any restrictions on foreign
exchange and your ability to transfer cash between entities, across borders, and to U.S.
investors. Describe any restrictions and limitations on your ability to distribute earnings
from the company, including your subsidiaries, to the parent company and U.S. investors
as well as the ability to settle amounts owed under the agreements.
6.Disclose 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. Disclose whether your auditor is subject to the determinations announced by
the PCAOB on December 16, 2021.
Risk Factors, page 2
7.Given the Chinese government’s significant oversight and discretion over the conduct of
your business, please revise to highlight separately the risk that the Chinese government
may intervene or influence your operations at any time, which could result in a material
change in your operations and/or the value of the securities you are registering. 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.

 FirstName LastNameXiangdong Wen
 Comapany NameMMTec, Inc.
 July 13, 2022 Page 4
 FirstName LastName
Xiangdong Wen
MMTec, Inc.
July 13, 2022
Page 4
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Austin Pattan, Staff Attorney, at (202) 551-6756 or Joshua Shainess, Legal
Branch Chief, at (202) 551-7951 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Ralph Martino

CORRESP
1
filename1.htm

MMTec, Inc.

c/o Gujia (Beijing) Technology Co., Ltd.,
AF, 16/F, Block B, Jiacheng Plaza,

18 Xiaguangli, Chaoyang District, Beijing,
100027, PRC

July 17, 2020

Division of Corporation Finance

Office of Technology

U.S. Securities and Exchange Commission

100 F Street, NE, Washington, DC 20549

Attn: Matthew Derby, Staff Attorney

    Re:
    Request for Acceleration

    MMTec, Inc. - Registration Statement on Form F-3

    Filed July 7, 2020

    File No. 333-239731

Dear Mr. Debry,

Pursuant to Rule 461
of the Securities Act of 1933, as amended (the “Securities Act”), MMTec, Inc. (the “Company”), respectfully
requests that the effective date of its Registration Statement on Form F-3 (File No. 333-239731) (“Registration Statement”)
be accelerated and that such Registration Statement become effective at 4:30P.M., Washington, D.C. time, on July 21, 2020 or as
soon thereafter as practicable.

    Very truly yours,

    MMTec, Inc.

    /s/ Xiangdong Wen

    Name:  Xiangdong Wen

    Title:   Chief Executive Officer

United States securities and exchange commission logo
July 14, 2020
Min Kong
Chief Financial Officer
MMTec, Inc.
c/o Gujia (Beijing) Technology Co., Ltd.
AF, 16/F, Block B, Jiacheng Plaza
18 Xiaguangli, Chaoyang District, Beijing, 100027
People’s Republic of China
Re:MMTec, Inc.
Registration Statement on Form F-3
Filed July 7, 2020
File No. 333-239731
Dear Mr. Kong:
            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 Matthew Derby, Staff Attorney, at (202) 551-3334 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Alec Orudjev

CORRESP
1
filename1.htm

WestPark Capital, Inc.

1900 Avenue of the Stars, Suite 300

Los Angeles, California 90067

December 26, 2018

VIA EDGAR

United States Securities and Exchange Commission

100 F Street N.E.

Washington, D.C. 20549

Re:  MMTEC, Inc.

    Request for Acceleration of Registration
                                         Statement, as amended, on Form F-1

    File No. 333-227934

Ladies and Gentlemen:

In accordance with
the above-referenced Registration Statement, and pursuant to Rule 461 of the General Rules and Regulations of the Securities
and Exchange Commission under the Securities Act of1933, as amended (the “Securities Act”), we, the
representative of the several underwriters (the “Representative”), hereby join in the request of MMTEC, Inc. that
the effective time of the above-referenced Registration Statement be accelerated so that it will be declared effective at
4:30PM, Washington D.C. time, on  December 26, 2018, or as soon thereafter as practicable.

Pursuant to Rule 460 under
the Securities Act, please be advised that during the period from November 21, 2018 to the date of this letter, the preliminary
prospectus, dated November 21, 2018, in connection with the Registration Statement was distributed approximately as follows:

    Copies to underwriters:
    3

    Copies to prospective dealers:
    8

    Copies to prospective institutional investors:
    4

    Copies to prospective retail investors and others:
    337

    Total:
    352

The Representative confirms
on behalf of itself and the several underwriters that they have complied and will continue to comply with the requirements of Rule
15c2-8 promulgated under of the Securities Exchange Act of 1934, as amended, in connection with the above-referenced issue.

Very truly yours,

WESTPARK CAPITAL, INC.,

As Representative of the several Underwriters

    By:
    /s/ Jason Stern

    Name:
    Jason Stern

    Title:
    Chief Operating Officer

CORRESP
1
filename1.htm

MMTEC, Inc.

c/o Gujia (Beijing) Technology Co., Ltd.,

Room 608A, Air China Century Building,

40 Xiaoyun Road, Chaoyang District, Beijing,
100020

People’s Republic of China

December
20, 2018

United
States Securities and Exchange Commission

100 F
Street, NE

Washington,
DC 20549

Re:  MMTEC,
                                         Inc.

    Request
                                         for Acceleration of Registration Statement, as amended, on Form F-1

    File
                                         No. 333-227934

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the Securities Act of 1933, as amended (the “Securities Act”), MMTec, Inc. (the
“Company”), respectfully requests that the effective date of its Registration Statement on Form F-1 (File No.
333-227934) (“Registration Statement”) be accelerated and that such Registration Statement become effective at
4:30P.M., Washington, D.C. time, on December 26, 2018, or as soon thereafter as practicable.

    Very truly yours,

    MMTEC, Inc.

    /s/ Zhen Fan

    Name: Zhen
    Fan
Title:   Chief Executive Officer

CORRESP
1
filename1.htm

        Schiff Hardin LLP

        901 K Street NW

        Suite 700

        Washington, DC 20001

        T 202.778.6400

        F 202.778.6460

    schiffhardin.com

        Alec F. Orudjev

        (202) 724.6846

        aorudjev@schiffhardin.com

November 30, 2018

VIA SEC EDGAR

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Tonya J. Aldave, Attorney-Advisor

    Re:

        MMTec, Inc.

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

        (SEC File No. 333-227934)

Dear Ms. Aldave:

In response to your oral
comments, please note that the two loan advances to Xiangdong Wen and Zhen Fan are fully disclosed in the Related Party Transactions
section of the Company's F-1 filing. These advances were repaid in full in the year ended December 31, 2017. The advance balances
as of June 30, 2018 and December 31, 2017 were zero. The Company and its management is fully aware of its responsibilities to
comply with the affiliate loan prohibitions under the Securities Exchange Act of 1934, as amended, and the rules and regulations
promulgated thereunder and will maintain compliance with such provisions going forward.

    Very truly yours,

    /s/ Alec Orudjev

    Cc:
    Xiangdong Wen, Chairman

Zhen Fan, Chief Executive Officer

Ralph V. De Martino, Esq., Schiff Hardin LLP

June 28, 2018
Zhen Fan
Chief Executive Officer
MMTec, Inc.
c/o Gujia (Beijing) Technology Co., Ltd.
Room 608A, Air China Century Building
40 Xiaoyun Road
Chaoyang District, Beijing, 100020
People’s Republic of China
Re:MMTec, Inc.
Draft Registration Statement on Form F-1
Submitted on June 1, 2018
CIK No. 0001742518
Dear Mr. Fan:
            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.
Registration Statement on Form F-1
General
1.We note that in several sections of the prospectus you state that Meimei Zhengtong
Technology Co., Ltd. has been deregistered in 2018.  Please explain what you mean by
"deregistered."

 FirstName LastNameZhen Fan
 Comapany NameMMTec, Inc.
 June 28, 2018 Page 2
 FirstName LastNameZhen Fan
MMTec, Inc.
June 28, 2018
Page 2
2.Please provide us with copies of all written communications, as defined in Rule 405 under
the Securities Act, that you, or anyone authorized to do so on your behalf, present to
potential investors in reliance on Section 5(d) of the Securities Act, whether or not they
retain copies of the communications.
Cover Page
3.We note that you checked the Rule 415 box on the cover page and included Rule 415
undertakings beginning on page II-2.  Please revise because it does not appear you are
conducting an offering on a continuous or delayed basis or advise.
We may not be able to protect our intellectual property rights, page 11
4.It appears based on your disclosure in the Intellectual Property Rights section on page 46
that you do not currently hold any intellectual property rights but are applying for five
software copyrights in the P.R.C.  Please revise this risk factor to clarity that you do not
currently hold intellectual property rights or advise.
If we fail to maintain continuing compliance with the PRC state regulatory rules, page 18
5.We note your references to Grade 1 through 4 qualifications in this risk factor.  Please
clarify what grade qualification you or your subsidiaries hold, if any.
Risk Factors
If we are unable to comply with certain conditions, page 23
6.Please delete your statement that you have already received NASDAQ approval to list
your common shares as is does not appear to be accurate.  In addition, explain what you
mean by "these final conditions" in the second sentence of this risk factor.
Use of Proceeds
Indemnification Escrow Agreement , page 29
7.We note your reference to the the indemnification escrow agreement with the
underwriters.  Please file it as an exhibit to the registration statement or advise.
Our Strategies, page 43
8.We note that one of your key strategies is "providing free, flexible and open securities
technology services."  Please explain how you plan to make money if your technology
services are free.  If your services are not free, please disclose what fees you plan to
charge your future clients.
Board of Directors and Board Committees, page 50
9.We note your disclosure in this section that "[your] directors are not subject to a term of
office and hold office until such time as they resign or are removed from office by

 FirstName LastNameZhen Fan
 Comapany NameMMTec, Inc.
 June 28, 2018 Page 3
 FirstName LastName
Zhen Fan
MMTec, Inc.
June 28, 2018
Page 3
resolution of [your] shareholders."  On page 48, however, in notes (2), (3), and (4) to the
management and directors table you disclose what year each director's term expires.
Please revise for consistency or advise.
Description of Share Capital
Calls on common shares and forfeiture of common shares, page 58
10.We note your disclosure in this section that the board of directors may make calls upon
shareholders for any amounts unpaid on their common shares.  We also note your
statement on page 56 that all of your issued shares are fully paid and non-assessable.
Please revise for consistency or clarify, if true, that the board of directors may not make
calls on the shares being registered in this offering.
Rule 144, page 62
11.You state in this section that your affiliates would be entitled to sell securities without
further registration under Rule 144 beginning 90 days after the Form F-1 becomes
effective.  Please revise because the holding period for affiliates of the issuer is six
months, not 90 days.  Refer to Rule 144(d).
            You may contact Aamira Chaudhry at (202) 551-3389 or Claire Erlanger (202) 551-3301
if you have questions regarding comments on the financial statements and related
matters.  Please contact Tonya K. Aldave at (202) 551-3601 or Susan Block at (202) 551-
3210 with any other questions.
Division of Corporation Finance
Office of Transportation and Leisure
cc:       F. Alec Orudjev, Esq.