SecProbe.io

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 Oriental
Culture Holding LTD

 VIA EDGAR

 June 5, 2026

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Re:
 Oriental Culture Holding LTD

 Registration Statement on Form F-3
 File No. 333-296369

 Acceleration Request

 Requested Date:
 June 9, 2026

 Requested Time:
 4:00 p.m. Eastern Time

 Dear Sir/Madam:

 Pursuant to Rule 461
of the General Rules and Regulations under the Securities Act of 1933, as amended, Oriental Culture Holding LTD. (the " Company ")
hereby respectfully requests the Securities and Exchange Commission (the " Commission ") to accelerate the effective
date of the above-referenced Registration Statement and declare such Registration Statement effective at the "Requested Date"
and "Requested Time" set forth above or as soon thereafter as practicable.

 In connection with the
acceleration request, the Company hereby acknowledges that:

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

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

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

 If
you have any further comments, require any further information or if any questions should arise in connection with this submission, please
call Mr. Jeffrey Li at (703) 618-2503 at FisherBroyles, LLP.

 Very truly yours,

 Oriental Culture Holding LTD.

 By:
 /s/ Yi Shao

 Name:
 Yi Shao

 Title:
 Chief Executive Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 June 4, 2026

Yi Shao
Chief Executive Officer
Oriental Culture Holding LTD
Room 1310, Tower B, Harbour View Building
Eastern District, Hong Kong

 Re: Oriental Culture Holding LTD
 Registration Statement on Form F-3
 Filed May 29, 2026
 File No. 333-296369
Dear Yi Shao:
 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 Nicholas Nalbantian at 202-551-7470 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
cc: Jeffrey Li
</TEXT>
</DOCUMENT>

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Oriental
Culture Holding LTD.

December 16, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street, N.E.

Washington, D.C. 20549-0405

    Attention:
    Jenna Hough

    Re:
    Oriental Culture Holding LTD.

    Registration Statement on Form F-3

    File No. 333-283631

Acceleration Request

 Requested Date: December 18, 2024

 Requested Time: 4:00 p.m. Eastern Time

Dear Ms. Hough:

Pursuant to Rule 461 of the
General Rules and Regulations under the Securities Act of 1933, as amended, Oriental Culture Holding LTD. (the “Company”)
hereby respectfully requests the Securities and Exchange Commission (the “Commission”) to accelerate
the effective date of the above-referenced Registration Statement and declare such Registration Statement effective at the “Requested
Date” and “Requested Time” set forth above or as soon thereafter as practicable.

In connection with the acceleration
request, the Company hereby acknowledges that:

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

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

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

If you
have any further comments, require any further information or if any questions should arise in connection with this submission, please
call Mr. Jeffrey Li at (703) 618-2503 at FisherBroyles, LLP.

    Very truly yours,

    Oriental Culture Holding LTD.

    /s/ Yi Shao

    Yi Shao, Chief Executive Officer

December 13, 2024
Yi Shao
Chief Executive Officer
Oriental Culture Holding LTD
Room 1402, Richmake Commercial Building
198-200 Queen’s Road Central, Hong Kong
Re:Oriental Culture Holding LTD
Registration Statement on Form F-3
F-3 filed December 5, 2024
File No. 333-283631
Dear Yi Shao:
            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 Jenna Hough at 202-551-3063 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

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Oriental
Culture Holding LTD.

June 28, 2023

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street, N.E.

Washington, D.C. 20549-0405

     Attention:
    Cara Wirth

Jennifer López Molina

    Re:
    Oriental Culture Holding LTD.

    Registration Statement on Form F-3

    File No. 333-262398

 Acceleration Request

 Requested Date: June 30, 2023

 Requested Time: 4:00 p.m. Eastern Time

Dear Ms. Wirth and Ms. López Molina:

Pursuant to Rule 461 of the
General Rules and Regulations under the Securities Act of 1933, as amended, Oriental Culture Holding LTD. (the “Company”)
hereby respectfully requests the Securities and Exchange Commission (the “Commission”) to accelerate
the effective date of the above-referenced Registration Statement and declare such Registration Statement effective at the “Requested
Date” and “Requested Time” set forth above or as soon thereafter as practicable.

In connection with the acceleration
request, the Company hereby acknowledges that:

     •

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

     •

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

     •

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

If you
have any further comments, require any further information or if any questions should arise in connection with this submission, please
call Mr. Jeffrey Li at (703) 618-2503 at FisherBroyles, LLP.

    Very truly yours,

    Oriental Culture Holding LTD.

    /s/ Yi Shao

    Yi Shao, Chief Executive Officer

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Oriental
Culture Holding LTD.

June 2, 2023

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street, N.E.

Washington, D.C. 20549-0405

    Attention:
    Cara Wirth

Jennifer López Molina

    Re:
    Oriental Culture Holding LTD.

    Amendment No. 4 to Registration Statement on Form F-3

    Filed March 7, 2023

    File No. 333-262398

Dear Ms. Wirth and Ms. López Molina:

Oriental Culture Holding LTD. (“OCG”
or the “Company” and sometimes referred to as “we” or “our”) is submitting this letter and the following
information in response to a letter, dated March 27, 2023, from the staff (the “Staff”) of the Securities and
Exchange Commission (the “Commission”) with respect to the Company’s Registration Statement on Form F-3
(the “Registration Statement”) filed with the Commission on January 28, 2022 and amended on February 22, 2022,
June 15, 2022, February 9, 2023 and March 7, 2023.

Concurrently with the submission of this letter,
the Company is filing Amendment No. 5 to the Registration Statement (the “Amended Registration Statement”) via EDGAR
with the Commission.

The Staff’s comments are repeated below
in bold and are followed by the Company’s responses. In addition to revising the disclosure in response to the Staff’s comments,
the Company has also included other information and data to reflect recent developments.

Amendment No. 4 to Registration Statement on Form F-3
Filed March 7, 2023

Risk Factors

“Nan County Public Safety Bureau has frozen certain
bank accounts ... “, page 19

1. We note your amended disclosure in response to comment 1. Please revise to explain why you determined
not to make any further withdrawals from the accounts. Also, please disclose the number of customers that currently have deposits in the
accounts and the number of customers that have been able to successfully retrieve their deposits, if material.

Response: Because
the customers currently can freely transfer their deposits and make their withdrawals based on their actual needs from the trust account
through direct requests with the bank, the Company believes it is not necessary to have the customers to withdraw all the funds at once
and they can decide when and how much to withdraw based on their specific needs. Because the trust account is managed by Nanjing
Jinwang, we don’t have details on overall number of customers that currently have deposits
in the accounts and the number of customers that have been able to successfully retrieve their deposits. Nanjing Jinwang and its accounting
department have not been in normal operation since the investigation. We receive feedback from customers if they have problems withdrawing
deposits from the trust account with the bank.

General

2. In the appropriate sections throughout your prospectus, please revise to discuss the February 24, 2023
Provisions on Strengthening Confidentiality and Archives Administration of Overseas Securities Offering and Listing by Domestic Companies
that was issued by the CSRC, the Ministry of Finance, the National Administration of State Secretes Protection and the National Archives
Administration, its applicability to you, and the associated risks.

Response:
We have revised our disclosures on cover page and page 2 to discuss the February 24, 2023 Provisions on Strengthening Confidentiality
and Archives Administration of Overseas Securities Offering and Listing by Domestic Companies (the “Provisions”) that was
issued by the CSRC, the Ministry of Finance, the National Administration of State Secretes Protection and the National Archives Administration,
which took effect on March 31, 2023. According to Provisions, the PRC domestic enterprises seeking to offer securities and list in overseas
markets, either directly or indirectly, shall establish and improve the system of confidentiality and archives work, and shall complete
approval and filing procedures with competent authorities, if such PRC domestic enterprises or their overseas listing entities provide
or publicly disclose documents or materials involving state secrets and work secrets of state organs to relevant securities companies,
securities service institutions, overseas regulatory agencies and other entities and individuals. It further stipulates that (i) providing
or publicly disclosing documents and materials which may adversely affect national security or public interests, and accounting records
or photocopies thereof to relevant securities companies, securities service institutions, overseas regulatory agencies and other entities
and individuals shall be subject to corresponding procedures in accordance with relevant laws and regulations; and (ii) any working papers
formed in the territory of the PRC by securities companies and securities service agencies that provide domestic enterprises with securities
services relating to overseas securities issuance and listing shall be stored in the territory of the PRC, the outbound transfer of which
shall be subject to corresponding procedures in accordance with relevant laws and regulations. We operate our online platforms through
our subsidiaries in Hong Kong which are not subject to the laws and regulations of China, and the VIE and its subsidiaries in China provide
marketing, warehouse storage and technical maintenance services and they don’t conduct any activities that affect or may affect
national security and they don’t have documents and materials which may adversely affect national security or public interests.

3. We note your disclosure that “[a]fter the New Overseas Listing Rules are enacted, the relevant
filing procedures of the CSRC and other governmental authorities will be required in connection with our offerings.” Please clearly
state whether this offering will be subject to the New Overseas Listing Rules and whether the offering is contingent upon receipt of approval
from the CSRC. In this regard, disclose your responsibilities under the New Overseas Listing Rules and the current status of your compliance
with the process. Please also expand your disclosure to discuss the risk and impact to your business operations and offering of securities
if you do not receive the relevant approvals, including potential fines, penalties, or sanctions and discuss whether delisting is a potential
consequence.

Response: We have revised our disclosure
on cover page and page 2 to state any future offering pursuant to this Form F-3 will be subject to the New Overseas Listing Rules but
the offering is not contingent upon receipt of approval from the CSRC as the new rules only require the Company to file with CSRC within
three business days after the completion of the overseas offering. We have disclosed that we are obligated to file with CSRC any overseas
offering within three business days after the completion of such offerings under the New Overseas Listing Rules. Currently, we are registering
the shares under the Form F-3 without any actual offering, therefore, we don’t believe that we need to make filings under New Overseas
Listing Rules since the CSRC filing under the New Overseas Listing Rule is required within three business days after the completion of
the offering for the companies already listed on an overseas exchange before the effective date of the New Overseas Listing Rules on March
31, 2023. We have expanded our disclosure to discuss the risk and impact to our business operations and offering of securities if we do
not receive the relevant approvals, including potential fines, penalties, or sanctions on page 15. According to Article 5 Legal Liabilities
of the New overseas Listing Rule, any breach of the rules, including failure to fulfill filing obligations or filing documents having
false statement or misleading information or material omission may result in a fine ranging from RMB1 million to RMB10 million, and in
cases of severe violations, the relevant responsible persons may also be barred from entering the securities market, although delisting
is not a potential consequence for failure to file with CSRC pursuant to the New overseas Listing Rules.

    2

If you have any further comments or require any
further information or if any questions should arise in connection with this submission, please call Mr. Jeffrey Li at (703) 618-2503
at FisherBroyles, LLP.

    Very truly yours,

    Oriental Culture Holding LTD.

    /s/ Yi Shao

    Yi Shao

    Chief Executive Officer

3

United States securities and exchange commission logo
March 27, 2023
Yi Shao
Chief Executive Officer
Oriental Culture Holding LTD
Room 1402, Richmake Commercial Building
198-200 Queen’s Road Central, Hong Kong
Re:Oriental Culture Holding LTD
Amendment No. 4 to Registration Statement on Form F-3
Filed March 7, 2023
File No. 333-262398
Dear Yi Shao:
            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 March 2, 2023 letter.
Amendment No. 4 to Registration Statement on Form F-3 Filed March 7, 2023
Risk Factors
"Nan County Public Safety Bureau has frozen certain bank accounts ... ", page 19
1.We note your amended disclosure in response to comment 1. Please revise to explain why
you determined not to make any further withdrawals from the accounts. Also,
please disclose the number of customers that currently have deposits in the accounts and
the number of customers that have been able to successfully retrieve their deposits, if
material.

 FirstName LastNameYi Shao
 Comapany NameOriental Culture Holding LTD
 March 27, 2023 Page 2
 FirstName LastName
Yi Shao
Oriental Culture Holding LTD
March 27, 2023
Page 2
General
2.In the appropriate sections throughout your prospectus, please revise to discuss the
February 24, 2023 Provisions on Strengthening Confidentiality and Archives
Administration of Overseas Securities Offering and Listing by Domestic Companies that
was issued by the CSRC, the Ministry of Finance, the National Administration of State
Secretes Protection and the National Archives Administration, its applicability to you, and
the associated risks.
3.We note your disclosure that "[a]fter the New Overseas Listing Rules are enacted, the
relevant filing procedures of the CSRC and other governmental authorities will be
required in connection with our offerings." Please clearly state whether this offering will
be subject to the New Overseas Listing Rules and whether the offering is contingent upon
receipt of approval from the CSRC. In this regard, disclose your responsibilities under the
New Overseas Listing Rules and the current status of your compliance with the process.
Please also expand your disclosure to discuss the risk and impact to your business
operations and offering of securities if you do not receive the relevant approvals,
including potential fines, penalties, or sanctions and discuss whether delisting is a
potential consequence.
            Please contact Cara Wirth at 202-551-7127 or Jennifer López Molina at 202-551-3792
with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Jeffrey Li

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Oriental
Culture Holding LTD.

March 7, 2023

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street, N.E.

Washington, D.C. 20549-0405

    Attention:
    Brian Fetterolf

Jennifer López Molina

    Re:
    Oriental Culture Holding LTD.

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

    Filed February 9, 2023

    File No. 333-262398

Dear Mr. Fetterolf and Ms. López Molina:

Oriental Culture Holding LTD. (“OCG”
or the “Company” and sometimes referred to as “we” or “our”) is submitting this letter and the following
information in response to a letter, dated March 2, 2023, from the staff (the “Staff”) of the Securities and
Exchange Commission (the “Commission”) with respect to the Company’s Registration Statement on Form F-3
(the “Registration Statement”) filed with the Commission on January 28, 2022 and amended on February 22, 2022,
June 15, 2022 and February 9, 2023.

Concurrently with the submission of this letter,
the Company is filing Amendment No. 4 to the Registration Statement (the “Amended Registration Statement”) via EDGAR
with the Commission.

The Staff’s comments are repeated below
in bold and are followed by the Company’s responses. In addition to revising the disclosure in response to the Staff’s comments,
the Company has also included other information and data to reflect recent developments.

Amendment No. 3 to Registration Statement on Form F-3 Filed February
9, 2023

Risk Factors, page 15

1. We
note your disclosure that the Nan County Public Safety Bureau froze certain bank accounts of the VIE’s subsidiaries as a result of an
investigation. Please provide disclosure addressing the risks and impact of such accounts. In this regard, we note your disclosure that
“the business operations of the Company have been materially and negatively impacted” by the frozen accounts.

Response: We have provided disclosure in
the Risk Factors section on page 19 addressing the risks and impact of such frozen accounts.

If you have any further comments or require any
further information or if any questions should arise in connection with this submission, please call Mr. Jeffrey Li at (703) 618-2503
at FisherBroyles, LLP.

    Very truly yours,

    Oriental Culture Holding LTD.

    /s/ Yi Shao

    Yi Shao

    Chief Executive Officer

United States securities and exchange commission logo
March 2, 2023
Yi Shao
Chief Executive Officer
Oriental Culture Holding LTD
Room 1402, Richmake Commercial Building
198-200 Queen’s Road Central, Hong Kong
Re:Oriental Culture Holding LTD
Amendment No. 3 to Registration Statement on Form F-3
Filed February 9, 2023
File No. 333-262398
Dear Yi Shao:
            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 July 13, 2022 letter.
Amendment No. 3 to Registration Statement on Form F-3 Filed February 9, 2023
Risk Factors, page 15
1.We note your disclosure that the Nan County Public Safety Bureau froze certain bank
accounts of the VIE's subsidiaries as a result of an investigation. Please provide disclosure
addressing the risks and impact of such accounts. In this regard, we note your disclosure
that "the business operations of the Company have been materially and negatively
impacted" by the frozen accounts.

 FirstName LastNameYi Shao
 Comapany NameOriental Culture Holding LTD
 March 2, 2023 Page 2
 FirstName LastName
Yi Shao
Oriental Culture Holding LTD
March 2, 2023
Page 2
            You may contact Brian Fetterolf at 202-551-6613 or Jennifer López Molina at 202-551-
3792 if you have any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Jeffrey Li

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Oriental
Culture Holding LTD.

February
9, 2023

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Trade & Services

100
F Street, N.E.

Washington,
D.C. 20549-0405

    Attention:
    Brian
    Fetterolf

Jennifer
López Molina

    Re:
    Oriental
    Culture Holding LTD.

    Amendment
                                            No.2 to Registration Statement on Form F-3

    Filed
    June 15, 2022

    File
    No. 333-262398

Dear
Mr. Fetterolf and Ms. López Molina:

Oriental
Culture Holding LTD. (“OCG” or the “Company” and sometimes referred to as “we” or “our”)
is submitting this letter and the following information in response to a letter, dated July 13, 2022, from the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) with respect to the Company’s Registration
Statement on Form F-3 (the “Registration Statement”) filed with the Commission on January 28, 2022 and amended
on February 22, 2022 and June 15, 2022.

Concurrently
with the submission of this letter, the Company is filing Amendment No. 3 to the Registration Statement (the “Amended Registration
Statement”) via EDGAR with the Commission.

The
Staff’s comments are repeated below in bold and are followed by the Company’s responses. In addition to revising the disclosure
in response to the Staff’s comments, the Company has also included other information and data to reflect recent developments.

Amendment
No. 2 to Registration Statement on Form F-3 filed June 15, 2022 Cover Page

 1. We
note your disclosure regarding the Holding Foreign Companies Accountable Act. Please revise to also discuss the Accelerating Holding
Foreign Companies Accountable Act and include cross-references to the individual risk factors related to the discussion in the fourth
paragraph of the cover page.

Response:
We have revised our disclosure to also discuss the Accelerating Holding Foreign Companies Accountable Act and recent new law that
decreases the number of non-inspection years from three years to two as well as include cross-references to the individual risk factors
related to the discussion in the fourth paragraph of the cover page.

 2. We
                                            note your response to comment 3, as well as your amended disclosure. Additionally, please
                                            amend your disclosure here and in the prospectus summary and risk factors sections to state
                                            that, to the extent cash and/or assets in the business are in the PRC and/or Hong Kong or
                                            your PRC and/or Hong Kong entities, including HKDAEx, International Exchange, Oriental Culture
                                            HK, the VIE, and the WFOE, such funds and/or assets may not be available to fund operations
                                            or for other use outside of the PRC and/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 and/or assets. On the cover page, provide cross-references to these other
                                            discussions.

Response:
We have revised our disclosure in the cover page, prospectus summary and risk factors to state that, to the extent cash and/or assets
in the business are in the PRC and/or Hong Kong or our PRC and/or Hong Kong entities, including HKDAEx, International Exchange, Oriental
Culture HK, the VIE, and the WFOE, such funds and/or assets may not be available to fund operations or for other use outside of the PRC
and/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 and/or assets. On the cover page, we also provided cross-references to these other discussions.

 3. We
                                            note your discussion on page 9 of the limitations on cash transfer and foreign exchange control.
                                            Briefly describe these restrictions on the cover page, and provide a cross-reference to your
                                            discussion of this issue in your prospectus summary and risk factors sections, as well. To
                                            the extent you have any cash management policies that dictate how funds are transferred between
                                            you, your subsidiaries, the consolidated VIEs or investors, summarize the policies on your
                                            cover page and in the prospectus summary, and disclose the source of such policies (e.g.
                                            whether they are contractual in nature, pursuant to regulations, etc.); alternatively, state
                                            on the cover page and in the prospectus summary that you have no such cash management policies
                                            that dictate how funds are transferred. Provide a cross-reference on the cover page to the
                                            discussion in the prospectus summary.

Response:
We have revised our disclosure on cover page to briefly describe restrictions on cash transfer and foreign exchange control and provide
a cross-reference to our discussion of this issue in the prospectus summary and risk factors sections. We also revised disclosure to
state on the cover page and in the prospectus summary that we do not have cash management policies and procedures in place that dictate
how funds are transferred through our organization, and the funds can be transferred in accordance with the applicable PRC laws
and regulations discussed in this section. We also provided a cross-reference on the cover page to the discussion in the prospectus summary.

General

 4. Please
                                            revise all references to “our VIE” to instead state “the VIE” or “a
                                            VIE,” as you do not own or control the VIE. Please also revise the definition of “PRC”
                                            and “China” so that it does not exclude Hong Kong and Macau.

Response:
We have revised all references to “our VIE” to instead state “the VIE” or “a VIE”. We have also revised
the definition of “PRC” and “China” to mainland China on the cover page.

 5. We
                                            note your response to comment 5, as well as your amended disclosure on page 11. Additionally,
                                            on the cover page, please revise your disclosure that you “control and receive the economic
                                            benefits of our VIE’s business operations through certain contractual arrangements”
                                            and that you have “entered into a series of agreements . . . through which [you] effectively
                                            control and derive all of the economic interest and benefits from Jiangsu Yanggu” to
                                            qualify such statement with disclosure of the conditions you have satisfied for consolidation
                                            of the VIE under U.S. GAAP and the fact that you are the primary beneficiary of the VIE for
                                            accounting purposes. On page 1, please remove your reference to “in lieu of direct equity
                                            ownership,” as such statement implies that you could have indirect ownership, and instead
                                            revise your disclosure to similarly qualify such statement with the disclosure noted in the
                                            preceding sentence. In this regard, please ensure that all references to control or benefits
                                            that accrue to you because of the VIE are limited to a clear description of the conditions
                                            you have satisfied for consolidation of the VIE under U.S. GAAP.

Response:
We have revised disclosure to qualify such statement with that we have satisfied conditions for consolidation of the VIE under U.S.
GAAP and become the primary beneficiary of the VIE for accounting purposes. We also removed the statement of “in lieu of direct
equity ownership” and revised our disclosure to similarly qualify such statement with the disclosure in the preceding sentence
on page 1. We have also changed all references to control or benefits that accrue to us because of the VIE are limited to a clear description
of the conditions we have satisfied for consolidation of the VIE under U.S. GAAP.

    2

If
you have any further comments or require any further information or if any questions should arise in connection with this submission,
please call Mr. Jeffrey Li at (703) 618-2503 at FisherBroyles, LLP.

    Very
    truly yours,

    Oriental
    Culture Holding LTD.

    /s/
    Yi Shao

    Yi
    Shao

    Chief
    Executive Officer

3

United States securities and exchange commission logo
July 13, 2022
Yi Shao
Chief Executive Officer
Oriental Culture Holding LTD
Room 1402, Richmake Commercial Building
198-200 Queen’s Road Central, Hong Kong
Re:Oriental Culture Holding LTD
Amendment No. 2 to Registration Statement on Form F-3
Filed June 15, 2022
File No. 333-262398
Dear Mr. Shao:
            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 March 23, 2022 letter.
Amendment No. 2 to Registration Statement on Form F-3 filed June 15, 2022
Cover Page
1.We note your disclosure regarding the Holding Foreign Companies Accountable Act.
Please revise to also discuss the Accelerating Holding Foreign Companies Accountable
Act and include cross-references to the individual risk factors related to the discussion in
the fourth paragraph of the cover page.
2.We note your response to comment 3, as well as your amended disclosure.  Additionally,
please amend your disclosure here and in the prospectus summary and risk factors
sections to state that, to the extent cash and/or assets in the business are in the PRC and/or
Hong Kong or your PRC and/or Hong Kong entities, including HKDAEx, International
Exchange, Oriental Culture HK, the VIE, and the WFOE, such funds and/or assets may

 FirstName LastNameYi Shao
 Comapany NameOriental Culture Holding LTD
 July 13, 2022 Page 2
 FirstName LastName
Yi Shao
Oriental Culture Holding LTD
July 13, 2022
Page 2
not be available to fund operations or for other use outside of the PRC and/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 and/or assets. On the
cover page, provide cross-references to these other discussions.
3.We note your discussion on page 9 of the limitations on cash transfer and foreign
exchange control.  Briefly describe these restrictions on the cover page, and provide a
cross-reference to your discussion of this issue in your prospectus summary and risk
factors sections, as well.  To the extent you have any cash management policies that
dictate how funds are transferred between you, your subsidiaries, the consolidated VIEs or
investors, summarize the policies on your cover page and in the prospectus summary, and
disclose the source of such policies (e.g. whether they are contractual in nature, pursuant
to regulations, etc.); alternatively, state on the cover page and in the prospectus summary
that you have no such cash management policies that dictate how funds are transferred.
Provide a cross-reference on the cover page to the discussion in the prospectus summary.

General
4.Please revise all references to "our VIE" to instead state "the VIE" or "a VIE," as you do
not own or control the VIE.  Please also revise the definition of "PRC" and "China" so that
it does not exclude Hong Kong and Macau.
5.We note your response to comment 5, as well as your amended disclosure on page 11.
Additionally, on the cover page, please revise your disclosure that you "control and
receive the economic benefits of our VIE’s business operations through certain contractual
arrangements" and that you have "entered into a series of agreements . . . through which
[you] effectively control and derive all of the economic interest and benefits from Jiangsu
Yanggu" to qualify such statement with disclosure of the conditions you have satisfied for
consolidation of the VIE under U.S. GAAP and the fact that you are the primary
beneficiary of the VIE for accounting purposes.  On page 1, please remove your reference
to "in lieu of direct equity ownership," as such statement implies that you could have
indirect ownership, and instead revise your disclosure to similarly qualify such statement
with the disclosure noted in the preceding sentence.  In this regard, please ensure that all
references to control or benefits that accrue to you because of the VIE are limited to a
clear description of the conditions you have satisfied for consolidation of the VIE under
U.S. GAAP.

 FirstName LastNameYi Shao
 Comapany NameOriental Culture Holding LTD
 July 13, 2022 Page 3
 FirstName LastName
Yi Shao
Oriental Culture Holding LTD
July 13, 2022
Page 3
            You may contact Brian Fetterolf at 202-551-6613 or Jennifer López Molina at 202-551-
3792 if you have any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Jeffrey Li

CORRESP
1
filename1.htm

Oriental
Culture Holding LTD.

June 15, 2022

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street, N.E.

Washington, D.C. 20549-0405

Attention: Brian
Fetterolf

Jennifer López Molina

    Re:
    Oriental Culture Holding LTD.

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

    Filed February 22, 2022

    File No. 333-262398

Dear Mr. Fetterolf and Ms. Molina:

Oriental Culture Holding LTD. (“OCG”
or the “Company” and sometimes referred to as “we” or “our”) is submitting this letter and the following
information in response to a letter, dated March 23, 2022, from the staff (the “Staff”) of the Securities and
Exchange Commission (the “Commission”) with respect to the Company’s Registration Statement on Form F-3
(the “Registration Statement”) filed with the Commission on January 28, 2022 and amended on February 22, 2022.

Concurrently with the submission of this letter,
the Company is filing Amendment No. 2 to the Registration Statement (the “Amended Registration Statement”) via EDGAR
with the Commission.

The Staff’s comments are repeated below
in bold and are followed by the Company’s responses. In addition to revising the disclosure in response to the Staff’s comments,
the Company has also included other information and data to reflect recent developments.

Amendment No. 1 to Registration Statement on Form F-3 filed February
22, 2022

Prospectus Cover Page

1. We
note your response to comment 2, as well as your amended disclosure that “there are uncertainties in the interpretation and
enforcement of these new laws and guidelines, which could materially and adversely impact [y]our business and financial outlook and
may impact [y]our ability to accept foreign investments or continue to list on a U.S. or other foreign exchange.” Please also
state that such uncertainties could impact the company’s ability to conduct its business (emphasis added).

Response: We have also stated
that such uncertainties could impact the company’s ability to conduct its business on the cover page of prospectus.

2. We
note your response to comment 3 and we reissue the comment. Your disclosure continues to state that “[t]he Company, we, us, our
company, and our are referred to Oriental Culture Holding LTD. (“Oriental Culture”), a holding company incorporated under
the laws of the Cayman Islands, its subsidiaries, VIE and the subsidiaries of VIE”(emphasis added). We also note that
your disclosure on page ii under the heading “About This Prospectus” continues to state that “all references in this
prospectus to “Oriental Culture”, “OCG,” “we,” “us,” “our,” “the
Company,” “the “Registrant” or similar words refer to Oriental Culture Holding LTD., together with our
subsidiaries, VIE and its subsidiaries” (emphasis added). Please remove the references to your VIE and its subsidiaries
when discussing how you refer to the “Company.”

Response: We have removed the
references to our VIE and its subsidiaries when discussing how we refer to the “Company” on the cover page and page ii of
the prospectus.

3. We
note your response to comment 4 and have the following comments:

 ● We note your amended disclosure discussing the typical
cash transfer process, as well as the chart provided on page 9, which quantifies the cash transfers from your VIE to both your HK subsidiary
and your holding company. Please disclose here that cash transfers have been made to date between the holding company, its subsidiaries,
and consolidated VIEs, and also quantify the amounts as you do on page 9, in either narrative or tabular form.

Response: We have revised disclosure on the cover page to state that
cash transfers have been made to date between the holding company, its subsidiaries, and consolidated VIE, and we also quantify the amounts
as we do on page 10.

 ● We note your disclosure on page 8 that you “rely
on dividends and other distributions on equity paid by [y]our subsidiaries for [y]our cash and financing requirements.” Please revise
your disclosure to explain how you “rely” on such dividends and distributions, even though no such dividends or distributions
have been made to date.

Response: We have revised our disclosure to state that we may rely
principally on dividends and other distributions on equity paid by our subsidiaries for our cash and financing requirements we may have
on page 9.

Prospectus Summary, page 10

4. We
note your response to comment 5, as well as your amended disclosure, and we reissue the comment in-part. Please disclose that the
company may incur substantial costs to enforce the terms of the VIE arrangements.

Response: We have revised our disclosure to include that the company
may incur substantial costs to enforce the terms of the VIE arrangements on page 12.

5. We
note your response to comment 6 and your revised disclosure that “[i]n order to further reinforce the WFOE’s right to
control and operate the variable interest entity . . . ” Please refrain from implying that the contractual agreements are
equivalent to equity ownership in the business of the VIE. Any references to control or benefits that accrue to you because of the
VIE should be limited to a clear description of the conditions you have satisfied for consolidation of the VIE under U.S.
GAAP.

Response: We have revised our disclosure on page 11 and will refrain
from implying that the contractual agreements are equivalent to equity ownership in the business of the VIE.

6. We
note your response to comment 7, as well as your amended disclosure that the legal and operational risks “could result in a
material change in our operations and/or the value of our securities or could significantly limit or completely hinder our ability
to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be
worthless.” Please also discuss significant regulatory, liquidity and enforcement risks, including that “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 our operations at any time, or may exert more control over offerings conducted
overseas and/or foreign investment in China- based issuers,” as you disclose on page 14 (emphasis added). Please also
address how these risks and uncertainties could result in a material change in your operations and/or the value of the securities
you are registering for sale. Also, 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. Please include cross-references to the more detailed discussion of these risks in the
prospectus.

Response: We have revised
our disclosure on page 2 to discuss significant regulatory, liquidity and enforcement risks, including that “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 our operations at any time, or may exert more control over offerings conducted overseas and/or
foreign investment in China- based issuers,” as we disclose on page 16. We have also addressed how these risks and
uncertainties could result in a material change in our operations and/or the value of the securities we are registering for sale. We
also acknowledged on page 2 that the 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 our ability to offer or continue to offer securities to investors and cause the value of such securities to significantly
decline or be worthless, with cross-references to the more detailed discussion of these risks in the prospectus.

    2

7. We
note your response to comment 8 and we reissue the comment in-part. Please specifically disclose each “business license”
required to operate your current business in China. We also note your disclosure that you do not believe that “we are a
Critical Information Infrastructure Operator . . . ” (emphasis added). Please revise this statement to state that you do not
believe that “we, our subsidiaries, our VIE and its subsidiaries” are a Critical Information Infrastructure Operator, if
true. Finally, we note your revised disclosure that “[i]f we, our subsidiaries, or the VIE and its subsidiaries do not receive
or maintain such permissions or approvals, inadvertently conclude that such permissions or approvals are not required, or applicable
laws, regulations, or interpretations change and we are required to obtain such permissions or approvals in the future, it could
significantly limit or completely hinder our ability to offer or continue to offer our securities to investors and cause the value
of our securities to significantly decline or become worthless.” Please revise to also discuss the consequences to your
business operations.

Response: We have revised our disclosure on page 2
to clarify that each of our VIE and its subsidiaries in China has registered with local State Administration for Market Supervision of
China (“SAMR”) and received a license from SAMR called “Business License” with its company name, name of its legal
representative, incorporation date, expiration date and approved business scope on such Business License for our current business and
operations in China. We also revied disclosure on page 2 to state that we do not believe that we, our subsidiaries, our VIE and its subsidiaries
are a Critical Information Infrastructure Operator as defined in Cybersecurity Review Measures. Finally, we revised disclosure on page
2 to discuss the consequence to our business operations if we, our subsidiaries, or our VIE and its subsidiaries do not receive or maintain
such permissions or approvals, inadvertently conclude that such permissions or approvals are not required, or applicable laws, regulations,
or interpretations change and we are required to obtain such permissions or approvals in the future.

8. As
a related matter, we note your revised disclosure regarding the regulations that became effective on February 15. Please also
address the two new draft regulations proposed by the CSRC.

Response: We have disclosed that the CSRC released the Administrative
Provisions of the State Council Regarding the Overseas Issuance and Listing of Securities by Domestic Enterprises (Draft for Comments)
and the Management Rules Regarding the Overseas Issuance and Listing of Securities by Domestic Enterprises (Draft for Comments) on December
24, 2021 as well as the Provisions on Strengthening Confidentiality and Archives Administration of Overseas Securities Offering and Listing
by Domestic Companies (Draft for Comments) on April 2, 2022, which provides that PRC issuers listing or offering their securities on foreign
stock exchanges need to file a notice to CSRC on the cover page, page 2 and page 15.

    3

 9. We note your response to comment 9 and have the following comments:

 · We note your amended disclosure that that there are tax
consequences with respect to “dividends payable by Chinese companies to non-PRC-resident enterprise.” While we note your disclosure
that “no dividends . . . have been made . . . ,” we also note your disclosure of certain cash transfers from your VIE to your
holding company and HK subsidiary. Please disclose any tax consequences or confirm that there were none with respect to any such cash
transfers.

Response: The cash transfer among the holding company, its subsidiaries
and VIE is typically transferred through payment for intercompany services or intercompany borrowing between holding company, subsidiaries
and VIE. We have disclosed that there are no tax consequences for the intercompany borrowings and the payment for intercompany services,
except for the standard value added taxes and/or income taxes for the revenues and/or profits generated from such services on page 9.

 ● We note your amended disclosure that “there is no
restrictions and limitations on the abilities of Non-PRC Entities to distribute earnings from their businesses, including ... the abilities
to settle amounts owed.” Please also address the ability to settle amounts owed under the VIE agreements.

Response: We have revised our disclosure to indicate that there is
also no restriction and limitations on the ability of WFOE to settle amounts owed by VIE under the VIE agreements as both companies are
incorporated in China and the amount to be settled will be in RMB without foreign exchange control on page 9.

If you have any further comments or require any
further information or if any questions should arise in connection with this submission, please call Mr. Jeffrey Li at (703) 618-2503
at FisherBroyles, LLP.

    Very truly yours,

    Oriental Culture Holding LTD.

    /s/ Yi Shao

    Yi Shao

    Chief Executive Officer

4

United States securities and exchange commission logo
March 23, 2022
Yi Shao
Chief Executive Officer
Oriental Culture Holding LTD
Room 1402, Richmake Commercial Building
198-200 Queen’s Road Central, Hong Kong
Re:Oriental Culture Holding LTD
Amendment No.1 to Registration Statement on Form F-3
Filed February 22, 2022
File No. 333-262398
Dear Mr. Shao:
            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.
Amendment No. 1 to Registration Statement on Form F-3 filed February 22, 2022
Prospectus Cover Page
1.We note your response to comment 2, as well as your amended disclosure that "there are
uncertainties in the interpretation and enforcement of these new laws and guidelines,
which could materially and adversely impact [y]our business and financial outlook and
may impact [y]our ability to accept foreign investments or continue to list on a U.S. or
other foreign exchange."  Please also state that such uncertainties could impact the
company’s ability to conduct its business (emphasis added).
2.We note your response to comment 3 and we reissue the comment. Your disclosure
continues to state that "[t]he Company, we, us, our company, and our are referred to
Oriental Culture Holding LTD. ("Oriental Culture"), a holding company incorporated
under the laws of the Cayman Islands, its subsidiaries, VIE and the subsidiaries of VIE"

 FirstName LastNameYi Shao
 Comapany NameOriental Culture Holding LTD
 March 23, 2022 Page 2
 FirstName LastNameYi Shao
Oriental Culture Holding LTD
March 23, 2022
Page 2
(emphasis added). We also note that your disclosure on page ii under the heading "About
This Prospectus" continues to state that "all references in this prospectus to "Oriental
Culture", "OCG," "we," "us," "our," "the Company," "the "Registrant" or similar words
refer to Oriental Culture Holding LTD., together with our subsidiaries, VIE and its
subsidiaries" (emphasis added).  Please remove the references to your VIE and its
subsidiaries when discussing how you refer to the "Company."
3.We note your response to comment 4 and have the following comments:

•We note your amended disclosure discussing the typical cash transfer process, as well
as the chart provided on page 9, which quantifies the cash transfers from your VIE to
both your HK subsidiary and your holding company.  Please disclose here that cash
transfers have been made to date between the holding company, its subsidiaries, and
consolidated VIEs, and also quantify the amounts as you do on page 9, in either
narrative or tabular form.

•We note your disclosure on page 8 that you "rely on dividends and other distributions
on equity paid by [y]our subsidiaries for [y]our cash and financing requirements."
Please revise your disclosure to explain how you "rely" on such dividends and
distributions, even though no such dividends or distributions have been made to date.
Prospectus Summary, page 10
4.We note your response to comment 5, as well as your amended disclosure, and we reissue
the comment in-part.  Please disclose that the company may incur substantial costs to
enforce the terms of the VIE arrangements.
5.We note your response to comment 6 and your revised disclosure that "[i]n order to
further reinforce the WFOE’s right to control and operate the variable interest entity . . . "
Please refrain from implying that the contractual agreements are equivalent to equity
ownership in the business of the VIE. Any references to control or benefits that accrue to
you because of the VIE should be limited to a clear description of the conditions you have
satisfied for consolidation of the VIE under U.S. GAAP.
6.We note your response to comment 7, as well as your amended disclosure that the legal
and operational risks "could result in a material change in our operations and/or the value
of our securities or could significantly limit or completely hinder our ability to offer or
continue to offer securities to investors and cause the value of such securities to
significantly decline or be worthless."  Please also discuss significant regulatory, liquidity
and enforcement risks, including that "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 our operations at any time, or may exert
more control over offerings conducted overseas and/or foreign investment in China- based
issuers," as you disclose on page 14 (emphasis added).  Please also address how these
risks and uncertainties could result in a material change in your operations and/or the

 FirstName LastNameYi Shao
 Comapany NameOriental Culture Holding LTD
 March 23, 2022 Page 3
 FirstName LastNameYi Shao
Oriental Culture Holding LTD
March 23, 2022
Page 3
value of the securities you are registering for sale. Also, 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.
Please include cross-references to the more detailed discussion of these risks in the
prospectus.
7.We note your response to comment 8 and we reissue the comment in-part.  Please
specifically disclose each "business license" required to operate your current business in
China. We also note your disclosure that you do not believe that "we are a Critical
Information Infrastructure Operator . . . " (emphasis added).  Please revise this statement
to state that you do not believe that "we, our subsidiaries, our VIE and its subsidiaries" are
a Critical Information Infrastructure Operator, if true. Finally, we note your revised
disclosure that "[i]f we, our subsidiaries, or the VIE and its subsidiaries do not receive or
maintain such permissions or approvals, inadvertently conclude that such permissions or
approvals are not required, or applicable laws, regulations, or interpretations change and
we are required to obtain such permissions or approvals in the future, it could significantly
limit or completely hinder our ability to offer or continue to offer our securities to
investors and cause the value of our securities to significantly decline or become
worthless." Please revise to also discuss the consequences to your business operations.
8.As a related matter, we note your revised disclosure regarding the regulations that became
effective on February 15. Please also address the two new draft regulations proposed by
the CSRC.
9.We note your response to comment 9 and have the following comments:

•We note your amended disclosure that that there are tax consequences with respect
to "dividends payable by Chinese companies to non-PRC-resident enterprise."  While
we note your disclosure that "no dividends . . . have been made . . . ," we also note
your disclosure of certain cash transfers from your VIE to your holding company and
HK subsidiary.  Please disclose any tax consequences or confirm that there were none
with respect to any such cash transfers.

•We note your amended disclosure that "there is no restrictions and limitations on the
abilities of Non-PRC Entities to distribute earnings from their businesses, including .
. . the abilities to settle amounts owed."  Please also address the ability to settle
amounts owed under the VIE agreements.

10.Please note that we are still considering your response to comment 10 and may have
additional comments.
            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

 FirstName LastNameYi Shao
 Comapany NameOriental Culture Holding LTD
 March 23, 2022 Page 4
 FirstName LastName
Yi Shao
Oriental Culture Holding LTD
March 23, 2022
Page 4
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.
            You may contact Brian Fetterolf at 202-551-6613 or Jennifer López Molina at 202-551-
3792 if you have any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Jeffrey Li

CORRESP
1
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Oriental
Culture Holding LTD.

February
22, 2022

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Trade & Services

100
F Street, N.E.

Washington,
D.C. 20549-0405

    Attention:
    Brian
    Fetterolf

Jennifer
López Molina

    Re:
    Oriental
    Culture Holding LTD.

    Registration
                                            Statement on Form F-3

    Filed
    January 28, 2022

    File
    No. 333-262398

Dear
Mr. Fetterolf and Ms. López Molina:

Oriental
Culture Holding LTD. (“OCG” or the “Company” and sometimes referred to as “we” or “our”)
is submitting this letter and the following information in response to a letter, dated February 8, 2022, from the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) with respect to the Company’s Registration
Statement on Form F-3 (the “Registration Statement”) filed with the Commission on January 28, 2022.

Concurrently
with the submission of this letter, the Company is filing Amendment No. 1 to the Registration Statement (the “Amended Registration
Statement”) via EDGAR with the Commission.

The
Staff’s comments are repeated below in bold and are followed by the Company’s responses. In addition to revising the disclosure
in response to the Staff’s comments, the Company has also included other information and data to reflect recent developments.

Registration
Statement on Form F-3 filed January 28, 2022

Prospectus
Cover Page

 1. We
                                            note your disclosure that you “are a Cayman Islands holding company without material
                                            operations and [y]our business is conducted by [y]our subsidiaries in Hong Kong and variable
                                            interest entity (“VIE”) and its subsidiaries in China and this structure involves
                                            unique risks to investors.” In addition, please:

 ● Disclose
                                            prominently on the prospectus cover page that you are not a Chinese operating company and
                                            that your business is conducted through contractual arrangements with a variable interest
                                            entity (“VIE”) (emphasis added). If true, disclose that these contracts have
                                            not been tested in court.

Response:
We has revised our disclosure to provide that we are not a Chinese operating company and that our business in China is conducted
through contractual arrangements with a variable interest entity (“VIE”) on cover page. In addition, these VIE agreements
have not been truly tested in the courts in China.

 ● Explain
                                            whether the VIE structure is used to provide investors with exposure to foreign investment
                                            in China-based companies where Chinese law prohibits direct foreign investment in the operating
                                            companies.

Response:
We has revised our disclosure to explain the VIE structure is used to provide investors with exposure to foreign investment in China-based
companies where the business of our operating companies in China might be prohibited or restricted for foreign investment now or in the
future on cover page.

 ● Disclose
                                            that investors may never hold equity interests in the Chinese operating company (emphasis
                                            added), as we note that your disclosure only states that “[i]nvestors of [y]our ordinary
                                            shares will not own any equity interests in [y]our VIE” (emphasis added).

Response:
We has revised our disclosure to include that investors may never hold equity interests in our Chinese operating companies on cover
page.

 ● Your
                                            disclosure should acknowledge that Chinese regulatory authorities could disallow this
                                            structure (emphasis added), 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.
                                            In this regard, we note your disclosure only discusses the results regarding “[a]ny
                                            change in foreign investment regulations, and other policies in China or related enforcement
                                            actions by China government.”

Response:
We has revised our disclosure to include that the Chinese regulatory authorities could disallow the VIE structure, 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 on cover page.

 ● Provide
                                            a cross-reference to your detailed discussion of risks facing the company and the offering
                                            as a result of this structure. In this regard, we note your risk factor cross- reference
                                            does not refer to your risk factor discussing the risks related to the VIE structure.

Response:
We has revised our disclosure to provide a cross-reference to the detailed discussion of risks that we face as a result of our VIE
structure on cover page.

 2. We
                                            note your disclosure that “[a]ny change in foreign investment regulations, and other
                                            policies in China or related enforcement actions by China government could result in a material
                                            change in [y]our operations and the value of [y]our ordinary shares and could significantly
                                            limit or completely hinder our ability to offer [y]our ordinary shares to investors or cause
                                            the value of [y]our ordinary shares to significantly decline or be worthless.” Please
                                            revise your disclosure and make conforming changes throughout the prospectus to clarify that
                                            this applies to the value of the securities you are registering for sale, as we note
                                            that you are registering not only ordinary shares but also preferred shares, warrants, rights
                                            and units. Please make conforming changes in each appropriate instance throughout the prospectus.
                                            Your disclosure should also address how recent statements and regulatory actions by China’s
                                            government, such as those related to the use of variable interest entities and data security
                                            or anti-monopoly concerns, have or may impact the company’s ability to conduct its
                                            business, accept foreign investments, or list on a U.S. or other foreign exchange. Your prospectus
                                            summary should address, but not necessarily be limited to, the risks highlighted on the prospectus
                                            cover page.

Response:
We have revised our disclosure and made conforming changes throughout the prospectus to clarify the risk applies to the value of
the securities we are registering for sale. We also revised our disclosure to address how recent statements and regulatory actions by
Chinese government have or may impact our ability to conduct our business, accept foreign investments or list on a U.S. or other foreign
exchanges on cover page. We have included the risks highlighted on the cover page in the prospectus summary.

     2

 3. We
                                            note your disclosure that “[t]he Company, we, us, our company, and our are referred
                                            to Oriental Culture Holding LTD. (“Oriental Culture”), a holding company incorporated
                                            under the laws of the Cayman Islands, its subsidiaries, VIE and the subsidiaries of VIE.”
                                            We also note your disclosure on page ii under the heading “About This Prospectus”
                                            that “all references in this prospectus to “Oriental Culture”, “OCG,”
                                            “we,” “us,” “our,” “the Company,” “the
                                            “Registrant” or similar words refer to Oriental Culture Holding LTD., together
                                            with our subsidiaries, VIE and its subsidiaries.” Please revise your disclosure to
                                            refrain from using terms such as “we” or “our” when describing activities
                                            or functions of a VIE and ensure consistency in how you will refer to the holding company,
                                            subsidiaries and VIE when providing the 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. For example, disclose, if true, that the VIE is consolidated
                                            for accounting purposes but is not an entity in which you own equity.

Response:
We have revised our disclosure to refrain from using terms such as “we” or “our” when describing activities
or functions of a VIE and ensure consistency in how we will refer to the holding company, subsidiaries and VIE throughout the document.
We have disclosed that we treat the VIE and its subsidiaries as our consolidated affiliated entities for accounting purposes under U.S.
GAAP and not the entities in which we own equity interest on cover page.

 4. We
                                            note your disclosure that “neither any of [y]our subsidiaries or [y]our VIE has made
                                            any dividends or other distributions to [y]our holding company or any U.S. investors as of
                                            the date of this prospectus.” Please also state whether any other transfers have been
                                            made to date, whether any transfers, dividends or distributions have been made to date between
                                            the holding company, its subsidiaries, and consolidated VIEs, or to investors other than
                                            U.S. investors, and quantify the amounts where applicable. Please also provide a description
                                            of how cash is transferred through your organization and disclose your intentions to distribute
                                            earnings or settle amounts owed under the VIE agreements. Provide cross-references to the
                                            condensed consolidating schedule and the consolidated financial statements.

Response:
We have revised our disclosure to provide the transfer between our subsidiaries, VIE and holding company and transferred amounts.
We have also disclosed how cash is transferred through our organization and disclosed our intentions to distribute earnings or settle
amounts owed under the VIE agreements. We also provided cross-references to the condensed consolidating schedule and the consolidated
financial statements on cover page.

Prospectus
Summary, page 1

 5. We
                                            note your discussion of your VIE structure on page 1, the related risks discussed on page
                                            2 including that such “contractual arrangements may not be as effective as direct ownership
                                            . . . ,” and the organization chart provided on page 9. Describe all contracts and
                                            arrangements through which you claim to have economic rights and exercise control that results
                                            in consolidation of the VIE’s operations and financial results into your financial
                                            statements. In describing the relevant contractual agreements between the entities, please
                                            further discuss how this type of corporate structure may affect investors and the value of
                                            their investment, including that the company may incur substantial costs to enforce the terms
                                            of the arrangements.

Response:
We have revised the disclosure to describe all contracts and arrangements through which we have economic rights and exercise control
that results in consolidation of the VIE’s operations and financial results into our financial statements on page 10. We have also
discussed how this type of corporate structure may affect investors and the value of their investment, including that the company may
incur substantial costs to enforce the terms of the arrangements.

     3

 6. We
                                            note your disclosure that the Cayman Islands holding company controls and receives “the
                                            economic benefits of the business operations of Jiangsu Yanggu through a series of contractual
                                            agreements (the “VIE Agreements”).” However, neither the investors in the
                                            holding company nor the holding company itself have an equity ownership in, direct foreign
                                            investment in, or control of, through such ownership or investment, the VIE. Accordingly,
                                            please refrain from implying that the contractual agreements are equivalent to equity ownership
                                            in the business of the VIE. Any references to control or benefits that accrue to you because
                                            of the VIE should be limited to a clear description of the conditions you have satisfied
                                            for consolidation of the VIE under U.S. GAAP. Additionally, your disclosure should clarify
                                            that you are the primary beneficiary of the VIE for accounting purposes. Please also disclose,
                                            if true, that the VIE agreements have not been tested in a court of law.

Response:
We have revised our disclosure and refrained from implying that the contractual agreements are equivalent to equity ownership in
the business of the VIE. Any references to control or benefits that accrue to us because of the VIE are limited to a clear description
of the conditions we have satisfied for consolidation of the VIE under U.S. GAAP. Additionally, our disclosure has clarified that we
are the primary beneficiary of the VIE for accounting purposes and the VIE agreements have not been truly tested in a court of law in
China on page 1.

 7. Please
                                            disclose the risks that your corporate structure and

United States securities and exchange commission logo
February 8, 2022
Yi Shao
Chief Executive Officer
Oriental Culture Holding LTD
Room 1402, Richmake Commercial Building
198-200 Queen’s Road Central, Hong Kong
Re:Oriental Culture Holding LTD
Registration Statement on Form F-3
Filed January 28, 2022
File No. 333-262398
Dear Mr. Shao:
            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 January 28, 2022
Prospectus Cover Page
1.We note your disclosure that you "are a Cayman Islands holding company without
material operations and [y]our business is conducted by [y]our subsidiaries in Hong Kong
and variable interest entity (“VIE”) and its subsidiaries in China and this structure
involves unique risks to investors." In addition, please:

•Disclose prominently on the prospectus cover page that you are not a Chinese
operating company and that your business is conducted through contractual
arrangements  with a variable interest entity ("VIE") (emphasis added). If true,
disclose that these contracts have not been tested in court.

 FirstName LastNameYi Shao
 Comapany NameOriental Culture Holding LTD
 February 8, 2022 Page 2
 FirstName LastNameYi Shao
Oriental Culture Holding LTD
February 8, 2022
Page 2
•Explain whether the VIE structure is used to provide investors with exposure to
foreign investment in China-based companies where Chinese law prohibits direct
foreign investment in the operating companies.

•Disclose that investors may never hold equity interests in the Chinese operating
company (emphasis added), as we note that your disclosure only states that
"[i]nvestors of [y]our ordinary shares will not own any equity interests in [y]our VIE"
(emphasis added).

•Your disclosure should acknowledge that Chinese regulatory authorities could
disallow this structure  (emphasis added), 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. In this regard, we note your disclosure
only discusses the results regarding "[a]ny change in foreign investment regulations,
and other policies in China or related enforcement actions by China government."

•Provide a cross-reference to your detailed discussion of risks facing the company and
the offering as a result of this structure. In this regard, we note your risk factor cross-
reference does not refer to your risk factor discussing the risks related to the VIE
structure.
2.We note your disclosure that "[a]ny change in foreign investment regulations, and other
policies in China or related enforcement actions by China government could result in a
material change in [y]our operations and the value of [y]our ordinary shares and could
significantly limit or completely hinder our ability to offer [y]our ordinary shares to
investors or cause the value of [y]our ordinary shares to significantly decline or be
worthless." Please revise your disclosure and make conforming changes throughout the
prospectus to clarify that this applies to the value of the securities you are registering for
sale, as we note that you are registering not only ordinary shares but also preferred shares,
warrants, rights and units. Please make conforming changes in each appropriate instance
throughout the prospectus. Your disclosure should also address how recent statements and
regulatory actions by China’s government, such as those related to the use of variable
interest entities and data security or anti-monopoly concerns, have or may impact the
company’s ability to conduct its business, accept foreign investments, or list on a U.S. or
other foreign exchange. Your prospectus summary should address, but not necessarily be
limited to, the risks highlighted on the prospectus cover page.
3.We note your disclosure that "[t]he Company, we, us, our company, and our are referred
to Oriental Culture Holding LTD. ("Oriental Culture"), a holding company incorporated
under the laws of the Cayman Islands, its subsidiaries, VIE and the subsidiaries of VIE."
We also note your disclosure on page ii under the heading "About This Prospectus" that
"all references in this prospectus to "Oriental Culture", "OCG," "we," "us," "our," "the
Company," "the "Registrant" or similar words refer to Oriental Culture Holding LTD.,

 FirstName LastNameYi Shao
 Comapany NameOriental Culture Holding LTD
 February 8, 2022 Page 3
 FirstName LastName
Yi Shao
Oriental Culture Holding LTD
February 8, 2022
Page 3
together with our subsidiaries, VIE and its subsidiaries." Please revise your disclosure to
refrain from using terms such as "we" or "our" when describing activities or functions of a
VIE and ensure consistency in how you will refer to the holding company, subsidiaries
and VIE when providing the 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. For example, disclose, if true, that the VIE is
consolidated for accounting purposes but is not an entity in which you own equity.
4.We note your disclosure that "neither any of [y]our subsidiaries or [y]our VIE has made
any dividends or other distributions to [y]our holding company or any U.S. investors as of
the date of this prospectus." Please also state whether any other transfers have been made
to date, whether any transfers, dividends or distributions have been made to date between
the holding company, its subsidiaries, and consolidated VIEs, or to investors other than
U.S. investors, and quantify the amounts where applicable. Please also provide a
description of how cash is transferred through your organization and disclose your
intentions to distribute earnings or settle amounts owed under the VIE agreements.
Provide cross-references to the condensed consolidating schedule and the consolidated
financial statements.
Prospectus Summary, page 1
5.We note your discussion of your VIE structure on page 1, the related risks discussed on
page 2 including that such "contractual arrangements may not be as effective as direct
ownership . . . ," and the organization chart provided on page 9. Describe all contracts and
arrangements through which you claim to have economic rights and exercise control that
results in consolidation of the VIE’s operations and financial results into your financial
statements. In describing the relevant contractual agreements between the entities, please
further discuss how this type of corporate structure may affect investors and the value of
their investment, including that the company may incur substantial costs to enforce the
terms of the arrangements.
6.We note your disclosure that the Cayman Islands holding company controls and receives
"the economic benefits of the business operations of Jiangsu Yanggu through a series of
contractual agreements (the "VIE Agreements")." However, neither the investors in the
holding company nor the holding company itself have an equity ownership in, direct
foreign investment in, or control of, through such ownership or investment, the VIE.
Accordingly, please refrain from implying that the contractual agreements are equivalent
to equity ownership in the business of the VIE. Any references to control or benefits that
accrue to you because of the VIE should be limited to a clear description of the conditions
you have satisfied for consolidation of the VIE under U.S. GAAP. Additionally, your
disclosure should clarify that you are the primary beneficiary of the VIE for accounting
purposes. Please also disclose, if true, that the VIE agreements have not been tested in a
court of law.

 FirstName LastNameYi Shao
 Comapany NameOriental Culture Holding LTD
 February 8, 2022 Page 4
 FirstName LastName
Yi Shao
Oriental Culture Holding LTD
February 8, 2022
Page 4
7.Please disclose the risks that your corporate structure and being based in or having the
majority of the company’s operations in China and Hong Kong 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.
8.We note your disclosure pertaining to required permissions from Chinese authorities on
page 2. In connection therewith:

•Your disclosure states that your VIE and its subsidiaries have received all required
permissions from Chinese authorities to operate its current business in China. Please
specifically disclose each permission or approval that your VIE and its subsidiaries
have received.

•Please revise your disclosure throughout this paragraph to clarify when you are
discussing your VIE and its subsidiaries compared to your holding company and its
subsidiaries.  As example only, we note your disclosure that "[a]s our VIE and its
subsidiaries provide marketing, warehouse storage and technical maintenance
services in China, based on the advice of our PRC counsel, we do not believe that we
are a Critical Information Infrastructure Operator . . . " (emphasis added). In this
regard, we note that your disclosure should discuss each permission or approval that
you, your subsidiaries, or the VIE  are required to obtain from Chinese authorities to
operate your business and to offer the securities being registered to foreign investors,
and that you should state whether you, your subsidiaries, or VIE  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 VIE’s operations (emphasis added).

•We note your disclosure regarding the "Opinions" and the uncertainty regarding the
"current PRC regulatory environment" and how this relates to whether you will be
required to obtain permissions. Please also describe the consequences to you and your
investors if you, your subsidiaries, or the VIEs: (i) do not receive or maintain such
permissions or approvals, (ii) inadvertently conclude that such permissions or

 FirstName LastNameYi Shao
 Comapany NameOriental Culture Holding LTD
 February 8, 2022 Page 5
 FirstName LastNameYi Shao
Oriental Culture Holding LTD
February 8, 2022
Page 5
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.

•Ensure that your discussion applies to the securities being registered for sale  pursuant
to this prospectus (emphasis added), as your disclosure here only refers to your
"Ordinary Shares or Preferred Shares."
9.We note your description of how cash is transferred through your organization under the
sub-heading "Dividend Distribution." In particular:

•We note your disclosure states that "[y]our WFOE receives payments from Jiangsu
Yanggu, pursuant to the VIE Agreements." Disclose your intentions to distribute
earnings or settle amounts owed under the VIE agreements. Quantify any cash flows
and transfers of other assets by type that have occurred between the holding
company, its subsidiaries, and the consolidated VIEs, and direction of transfer.
Quantify any dividends or distributions that a subsidiary or consolidated VIE 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.

•We note your disclosure that "[a]s of the date of this prospectus, neither WFOE or
any of our subsidiaries in Hong Kong has not made any dividends or distributions to
the Company, the Company has not made any dividends or distribution to the holding
company, and no dividends or distributions have been made by the Company."
 Please revise your disclosure to disclose whether any transfers, dividends, or
distributions have been made to date. In this regard, we note your disclosure does not
address "transfers." Further, please clarify what you mean by the "Company" as
compared to the "holding company," as we note your disclosure on the cover page
and page ii indicates that both references are to Oriental Culture Holding LTD.

•We note your disclosure that "[c]urrent PRC regulations permit our WFOE to pay
dividends to the Company only out of its accumulated profits . . . ." Please also
describe any restrictions and limitations on your ability to distribute earnings from
the company, including your subsidiaries and/or the consolidated VIEs, to the parent
company and U.S. investors as well as the ability to settle amounts owed under the
VIE agreements.
10.We note your inclusion of the selected consolidating statements of income and cash flows
for the years ended December 31, 2020 and 2019 and selected balance sheet information
as of December 31, 2020 and 2019 showing financial information for the Company
(excluding the VIEs), the VIEs, eliminating entries and consolidated information. Please
also revise such schedules to disaggregate the BVI subsidiary, Hong Kong subsidiaries
and the WFOE that is the primary beneficiary of the VIE. The objective of this disclosure
is to allow an investor to evaluate the nature of assets held by, and the operations of,

 FirstName LastNameYi Shao
 Comapany NameOriental Culture Holding LTD
 February 8, 2022 Page 6
 FirstName LastName
Yi Shao
Oriental Culture Holding LTD
February 8, 2022
Page 6
entities apart from the VIE, as well as the nature and amounts associated with
intercompany transactions. We also note that any intercompany amounts should be
presented on a gross basis and when necessary, additional disclosure about such amounts
should be included in order to make the information presented not misleading.
Risk Factors, page 11
11.In light of recent events indicating greater oversight by the Cyberspace Administration of
China (CAC) over data security, particularly for companies seeking to list on a foreign
exchange, please revise your disclosure to explain how this oversight impacts your
business and your offering and to what extent you believe that you are compliant with the
regulations or policies that have been issued by the CAC to date. In doing so, please
address the applicability of new regulations that will go into effect on February 15 that
will require internet platform o

CORRESP
1
filename1.htm

ViewTrade Securities, Inc.

7280 W. Palmetto Park Road, Suite 310

Boca Raton, Florida
33433

November
30, 2020

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington, D.C. 20549

    Re:
    Oriental Culture Holding
    LTD

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

    File No. 333-234654

Ladies
and Gentlemen:

In
connection with the above-referenced Registration Statement, and pursuant to Rule 461 of the General Rules and Regulations of
the United States Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”),
ViewTrade Securities, Inc., as representative of the several underwriters (the “Representative”), hereby joins in
the request of Oriental Culture Holding LTD that the effective time of the above-referenced Registration Statement be accelerated
so that it will be declared effective at 4:00 p.m., Eastern Time, on December 1, 2020, or as soon thereafter as practicable.

Pursuant
to Rule 460 under the Securities Act, please be advised that during the period from November 27, 2020 to the date of this letter,
the preliminary prospectus, dated November 27, 2020, in connection with the above-referenced Registration Statement was distributed
approximately as follows:

        Copies
        to underwriters: 1

    Copies to prospective
    dealers: 0

    Copies to prospective
    institutional investors: 0

    Copies
        to prospective retail investors and others: 0

        Total:
        1

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 the Securities Exchange Act of 1934, as amended, in connection with the above-referenced
issue.

Very
truly yours,

VIEWTRADE
SECURITIES, INC.,

as
Representative of the several underwriters

    By:
    /s/ Douglas Aguililla

    Name:
    Douglas Aguililla

    Title:
    Director

CORRESP
1
filename1.htm

Oriental
Culture Holding LTD

VIA EDGAR

November 30, 2020

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Attn:
    Celeste M. Murphy

        Abby Adams

        Robert S. Littlepage

        Christie Wong

    Re:
    Oriental Culture Holding LTD (CIK No. 0001776067)

    Request for Acceleration

    Registration Statement Form F-1, as amended (File No. 333-234654)

    Registration Statement on Form 8-A (File No. 001-39734)

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules
and Regulations of the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”),
Oriental Culture Holding LTD (the “Company”) hereby requests that the effectiveness of the above-referenced Registration
Statement on Form F-1, as amended (the “Form F-1 Registration Statement”) be accelerated to, and that the
Form F-1 Registration Statement become effective at, 4:00 p.m., Eastern Time on December 1, 2020, or as soon thereafter as practicable.

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

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

The Company understands that the representative
of the underwriters, on behalf of the prospective underwriters of the offering, have joined in this request in a separate letter
filed with the Securities and Exchange Commission (the “Commission”) today.

The Company hereby acknowledges the following:

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

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

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

    Very truly yours,

    Oriental Culture Holding LTD

    By:
    /s/ Yi Shao

    Name:
    Yi Shao

    Title:
    Chief Executive Officer and Director

CORRESP
1
filename1.htm

Oriental
Culture Holding LTD

VIA EDGAR

November
23, 2020

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Attn:
    Celeste M. Murphy

        Abby Adams

        Robert S. Littlepage

        Christie Wong

    Re:
    Oriental Culture Holding LTD (CIK No. 0001776067)

    Request for Acceleration

    Registration Statement Form F-1, as amended (File No. 333-234654)

    Registration Statement on Form 8-A (File No. 001-39734)

Ladies and Gentlemen:

Pursuant to Rule 461
of the General Rules and Regulations of the Securities and Exchange Commission under the Securities Act of 1933, as amended (the
“Securities Act”), Oriental Culture Holding LTD (the “Company”) hereby requests that the effectiveness
of the above-referenced Registration Statement on Form F-1, as amended (the “Form F-1 Registration Statement”)
be accelerated to, and that the Form F-1 Registration Statement become effective at, 4:00 p.m., Eastern Time on November 25, 2020,
or as soon thereafter as practicable.

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

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

The Company understands that the representative
of the underwriters, on behalf of the prospective underwriters of the offering, have joined in this request in a separate letter
filed with the Securities and Exchange Commission (the “Commission”) today.

The Company hereby acknowledges the following:

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

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

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

    Very
    truly yours,

    Oriental
    Culture Holding LTD

    By:
    /s/
    Yi Shao

    Name:
    Yi
    Shao

    Title:
    Chief
    Executive Officer and Director

CORRESP
1
filename1.htm

ViewTrade Securities, Inc.

7280 W. Palmetto Park Road, Suite 310

Boca Raton, Florida 33433

November 23, 2020

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Oriental Culture Holding LTD

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

    File No. 333-234654

Ladies and Gentlemen:

In connection with
the above-referenced Registration Statement, and pursuant to Rule 461 of the General Rules and Regulations of the United States
Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), ViewTrade Securities,
Inc., as representative of the several underwriters (the “Representative”), hereby joins in the request of Oriental
Culture Holding LTD that the effective time of the above-referenced Registration Statement be accelerated so that it will be declared
effective at 4:00 p.m., Eastern Time, on November 25, 2020, or as soon thereafter as practicable.

Pursuant to Rule
460 under the Securities Act, please be advised that during the period from November 17, 2020 to the date of this letter, the preliminary
prospectus, dated November 17, 2020, in connection with the above-referenced Registration Statement was distributed approximately
as follows:

    Copies to underwriters: 1

    Copies to prospective dealers: 0

    Copies to prospective institutional investors: 0

        Copies to prospective retail investors and others: 0

        Total: 1

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 the Securities Exchange Act of 1934, as amended, in connection with the above-referenced issue.

Very truly yours,

VIEWTRADE SECURITIES, INC.,

as Representative of the several
underwriters

    By:
    /s/ Douglas Aguililla

    Name:
    Douglas Aguililla

    Title:
    Director

CORRESP
1
filename1.htm

1200 G Street, Suite 800

Washington DC 20005

www.FisherBroyles.com

November
17, 2020

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Trade and Services

100 F Street, N.E.

Washington, D.C. 20549

    Attn:
    Celeste M. Murphy

        Abby Adams

        Robert S. Littlepage

        Christie Wong

    Re:
    Oriental Culture Holding LTD

    Registration Statement on Form F-1/A

    Amended on November 17, 2020

    File No. 333-234654

Ladies and Gentlemen:

On behalf of our client, Oriental Culture Holding LTD, a foreign
private issuer organized under the laws of Cayman Islands (the “Company”), we are submitting this letter and
filing herewith the Amendment No. 12 to the Registration Statement on Form F-1 (the “Registration Statement”) and certain
exhibits via EDGAR to the Commission.

To facilitate your review, we have separately delivered to
you a copy of the Amendment No. 12 to the Registration Statement, marked to show changes since our last submission of the Registration
Statement.

 If
you have any questions or further comments regarding to the Registration Statement, please contact me by phone at 703-618-2503
or via e-mail at jeffrey.li@fisherbroyles.com.

    Very truly yours,

    /s/ Jeffrey Li

    Jeffrey Li

Enclosures

    cc:
    Yi Shao, Chief Executive Officer and Director of Oriental Culture Holding LTD

    Lijia Ni, Chief Financial Officer of Oriental Culture Holding LTD

CORRESP
1
filename1.htm

    1200 G Street, Suite 800

    Washington DC 20005

    www.FisherBroyles.com

    November 9, 2020

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Trade and Services

100
F Street, N.E.

Washington,
D.C. 20549

    Attn:
    Celeste
    M. Murphy

    Abby
                                         Adams

        Robert
        S. Littlepage

        Christie
        Wong

    Re:
    Oriental
    Culture Holding LTD

    Registration
    Statement on Form F-1/A

    Amended
    on November 9, 2020

    File
    No. 333-234654

Ladies
and Gentlemen:

On
behalf of our client, Oriental Culture Holding LTD, a foreign private issuer organized under the laws of Cayman Islands (the
“Company”), we are submitting this letter and the following information in response to a letter,
dated November 3, 2020, from the staff (the “Staff”) of the Securities and Exchange Commission (the
“Commission”) with respect to the Company’s Registration Statement on Form F-1 (the
“Registration Statement”) filed with the Commission on November 12, 2019 and amended on January 10,
2020, February 27, 2020, March 13, 2020, May 1, 2020, May 29, 2020, August 19, 2020, August 31, 2020, September 14, 2020,
September 21, 2020 and October 26, 2020. Concurrently with the submission of this letter, the Company is filing Amendment
No. 11 to the Registration Statement (the “Amended Registration Statement”) via EDGAR with the
Commission.

To
facilitate your review, we have separately delivered to you a copy of the Amended Registration Statement, marked to show changes
to the Company’s registration statement filed with the Commission on October 26, 2020.

The
Staff’s comments are repeated below in bold and are followed by the Company’s responses. Capitalized terms used in
this letter but otherwise not defined herein shall have the meanings ascribed to such terms in the Registration Statement.

In
addition to revising the disclosure in response to the Staff’s comments, the Company has also included other information
and data to reflect recent developments.

Amendment
No. 10 to Registration Statement on Form F-1

Results
of Operations, page 60

1.
Please file any material agreement with Nanjing Ninwang Art Purchase Commerce Co., Ltd., with whom you have a trading platform
trust account where you hold cash, as disclosed on F-11, and with Nanjing Pusideng Information Tehcnology Co., Ltd., from whom
you generated marketing service revenue of $138,072 for the six months ended June 30, 2020, as disclosed on page 110.

Response: we have filed our agreements with Nanjing Jinwang
Art Purchase E-commerce Co., Ltd., with whom we have a trading platform trust account for our customers, as exhibits 10.29 and
10.30 of the Amended Registration Statement, and with Nanjing Pusideng Information Technology Co., Ltd., from whom we generated
marketing service revenue of $69,036 for the six months ended June 30, 2019 and from whom we did not generate any marketing service
revenue for the six months ended June 30, 2020, as exhibit 10.31 of the Amended Registration Statement.

If
you have any questions or further comments regarding the Registration Statement, please contact me by phone at 703-618-2503
or via e-mail at jeffrey.li@fisherbroyles.com.

    Very
    truly yours,

    /s/
    Jeffrey Li

    Jeffrey
    Li

Enclosures

    cc:
    Yi
    Shao, Chief Executive Officer and Director of Oriental Culture Holding LTD

    Lijia
    Ni, Chief Financial Officer of Oriental Culture Holding LTD

United States securities and exchange commission logo
November 3, 2020
Lijia Ni
Chief Financial Officer
Oriental Culture Holding LTD
No. 2, Youzishan Road, Dongba Street
Gaochun District
Nanjing City
Jiangsu Province 210000
People's Republic of China
Re:Oriental Culture Holding LTD
Amendment No. 10 to Registration Statement on Form F-1
Filed October 26, 2020
File No. 333-234654
Dear Ms. Ni:
            We have reviewed your amended registration statement and have the following
comment.  Please respond to this letter by amending your registration statement and providing
the requested information.  If you do not believe 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.
Amendment No. 10 to Registration Statement on Form F-1
Results of Operations, page 60
1.Please file any material agreement with Nanjing Ninwang Art Purchase Commerce Co.,
Ltd., with whom you have a trading platform trust account where you hold cash, as
disclosed on F-11, and with Nanjing Pusideng Information Tehcnology Co., Ltd., from
whom you generated marketing service revenue of $138,072 for the six months ended
June 30, 2020, as disclosed on page 110.

 FirstName LastNameLijia Ni
 Comapany NameOriental Culture Holding LTD
 November 3, 2020 Page 2
 FirstName LastName
Lijia Ni
Oriental Culture Holding LTD
November 3, 2020
Page 2
            You may contact Christie Wong at (202) 551-3684 or Robert Littlepage at (202) 551-
3361 if you have questions regarding the financial statements and related matters.  Please contact
Abby Adams at (202) 551-6902 or Celeste Murphy at (202) 551-3257 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Jeffrey Li, Esq.

CORRESP
1
filename1.htm

1200
G Street, Suite 800

Washington
DC 20005

www.FisherBroyles.com

October
26, 2020

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Trade and Services

100
F Street, N.E.

Washington,
D.C. 20549

    Attn:
    Celeste
    M. Murphy

    Abby
Adams

Robert
S. Littlepage

Christie
Wong

    Re:
    Oriental
    Culture Holding LTD

    Registration
    Statement on Form F-1/A

    Amended
    on October 26, 2020

    File
    No. 333-234654

Ladies
and Gentlemen:

On
behalf of our client, Oriental Culture Holding LTD, a foreign private issuer organized under the laws of Cayman Islands (the “Company”),
we are submitting this letter and filing herewith the Amendment No. 10 to the Registration Statement on Form F-1 (the “Registration
Statement”) and certain exhibits via EDGAR to the Commission.

To
facilitate your review, we have separately delivered to you a copy of the Amendment No. 10 to the Registration Statement, marked
to show changes since our last submission of the Registration Statement.

If
you have any questions or further comments regarding to the Registration Statement, please contact me by phone at 703-618-2503
or via e-mail at jeffrey.li@fisherbroyles.com.

    Very
    truly yours,

    /s/
    Jeffrey Li

    Jeffrey
    Li

Enclosures

    cc:
    Yi
    Shao, Chief Executive Officer and Director of Oriental Culture Holding LTD

    Lijia
Ni, Chief Financial Officer of Oriental Culture Holding LTD

CORRESP
1
filename1.htm

    Direct
    Phone: 202.298.1735

    jeffrey.li@foster.com

September
21, 2020

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office of Trade and Services

100
F Street, N.E.

Washington,
D.C. 20549

    Attn:
    Celeste
    M. Murphy

Abby
Adams

Robert
S. Littlepage

Christie
Wong

    Re:
    Oriental Culture Holding LTD

    Registration Statement on Form F-1/A

    Amended on September 21, 2020

    File No. 333-234654

Ladies
and Gentlemen:

On
behalf of our client, Oriental Culture Holding LTD, a foreign private issuer organized under the laws of Cayman Islands (the “Company”),
we are submitting this letter and the following information in response to a letter, dated September 17, 2020, from the staff
(the “Staff”) of the Securities and Exchange Commission (the “Commission”)
with respect to the Company’s Registration Statement on Form F-1 (the “Registration Statement”)
filed with the Commission on November 12, 2019 and amended on January 10, 2020, February 27, 2020, March 13, 2020, May 1, 2020,
May 29, 2020, August 19, 2020, August 31, 2020 and September 14, 2020. Concurrently with the submission of this letter, the Company
is filing Amendment No. 9 to the Registration Statement (the “Amended Registration Statement”)
via EDGAR with the Commission.

To facilitate your review, we have separately delivered to you a
copy of the Amended Registration Statement, marked to show changes to the Company’s registration statement filed with the
Commission on September 14, 2020.

The
Staff’s comments are repeated below in bold and are followed by the Company’s responses. We have included page references
in the Amended Registration Statement where the language addressing a particular comment appears. Capitalized terms used in this
letter but otherwise not defined herein shall have the meanings ascribed to such terms in the Registration Statement.

In
addition to revising the disclosure in response to the Staff’s comments, the Company has also included other information
and data to reflect recent developments.

Amendment
No. 8 to Registration Statement on Form F-1

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

56

1.
We note the revised disclosure in response to our comment. Given the drastic decrease in results in the first six months of
2020 as compared to the same period in the prior year, and your continued disclosure regarding uncertainty going forward, revise
your registration statement to disclose on what basis you believe your total revenues in the second half of 2020 will increase
as compared to the second half of 2019. Please also include the anticipated effect on net income for the second half of 2020.

Response: In January 2020, COVID-19 first started to have
negative impacts on business in China when Chinese government took drastic actions to lock-down cities, close the offices, factories
and stores and restrict the travel and transportation to contain the spread of the virus. Starting from the end of the first quarter,
more and more businesses, transportation, logistic and marketing activities have gradually reopened and resumed their operation.
By the end of the second quarter, most of businesses in China have restored to almost the normal level and we also have seen our
revenues and net income recovered starting in July, 2020. We expect our unaudited net revenues and net income for two months of
July and August, 2020 will be approximately $3,188,000 and $2,046,000, representing an increase of approximately 29% and 456% from
$2,468,000 and $368,000 respectively for the six months ended June 30, 2020. Also, we expect our unaudited net revenues and net
income for two months of July and August, 2020 will increase approximately 43% and 42% from $2,232,800 and $1,440,000 of the same
period in 2019. We also have seen 49 new listings for artwork products and collectibles on our platform that reached historical
high during July and August, with July having the most listing ever in the history of the Company for 31 new listings, as more
and more new artwork products/collectibles have completed their appraisal and application process and transported to our warehouse
for listings, which processes were delayed during the first half of the year. For the period of July and August of 2019, we had
only 5 new listings. In addition, we have seen the increased numbers of new accounts opening, from 13,000 new accounts opening
in July and August, 2019 to 27,000 new accounts opening in July and August 2020, as people and the entities resumed their business
activities which were delayed or postponed due to the outbreak.

Based upon the performance in 2019, we originally projected our
net revenues and net income to increase for the year of 2020, comparing to 2019. Due to the outbreak of COVID-19 and unprecedented
shut-downs, travel restrictions and quarantines imposed by the government during the first half of 2020, especially the first quarter,
our net revenues and net income have been severely negatively impacted. However, with the pandemic is mostly under control and
business operations and activities are restored in China, we have seen the recovery and increase of our transaction volume during
the third quarter so far. With such trends of growth in the third quarter of 2020 and new product listing applications in the pipeline
which have been scheduled towards the end of this year, we expect our net revenues and net income for the second half of 2020 will
grow as we originally projected before the pandemic and post an increase comparing to the second half of 2019.

We have revised our disclosure to include the reasons that we believe
our net revenues and net income in the second half of 2020 will increase as compared to the second half of 2019.

2.
Given the estimated decreases in net revenue and net income of 71% and 95%, respectively, for the first six months of this
year, as compared to the first six months of 2019, please revise your registration statement to disclose your current business
and financial condition as well as known trends and uncertainties. By way of example only, we note the following:

Response:
We have revised our registration statement to disclose our current business and financial conditions as well as known trends
and uncertainties including the following.

●
We note the chart highlighting the volume in China’s e-commerce transactions and other statistics for the year ended 2019,
as well as your statement that “We have achieved substantial growth since our commencement of operations in March 2018.
We recorded net income of approximately $2.6 million in 2018 and approximately $9.1 million in 2019.” Revise the “Our
Business” discussion on pages 1-2 of the summary to reflect the issues the industry and your company face with the pandemic
and other material causes, trends and uncertainties that have affected your results, including those on page 9.

Response:
We have revised the “Our business” discussion on pages 1-2 of the summary to reflect the issues the industry and
our company face with the pandemic and other material causes, trends and uncertainties that have affected our results.

    2

●
Revise pages 2-3 and similar disclosure elsewhere to integrate your COVID-19 discussion from page 9 to reflect the changes
to your strategy, strengths and risks that have occurred and known trends and uncertainties affecting them.

Response:
We have revised pages 2-3 and similar disclosure elsewhere to integrate our COVID-19 discussion from page 9 to reflect the
changes to our strategy, strengths and risks that have occurred and known trends and uncertainties affecting them.

●
Revise your statements of possible COVID-19 related risks to reflect what you reasonably know to be the effects. For example,
you continue to state on page 9 that “Given the rapidly expanding nature of the COVID-19 pandemic, and because substantially
all of our business operations and our workforce are concentrated in Hong Kong and China, we believe that there is a substantial
risk that our business, results of operations, and financial condition will be adversely affected by the outbreak of
COVID-19.” (Emphasis added). Statements such as these should be revised throughout the registration statement to reflect
they are not mere possibilities and it appears your financial condition has been adversely affected.

Response:
We have revised our statements of possible COVID-19 related risks to reflect what we reasonably know to be the effects of the
pandemic throughout the registration statement.

●
Revise your risk factors to state more than boilerplate risks related to your future financial performance, both generally
and related to COVID-19. We note in particular the risk factors on pages 12, 19 and 30. On page 12, for example, in the first
three risk factors address the risks of predicting your future performance without addressing how your experience with the pandemic
has affected these issues or will continue to do so.

Response:
We have revised our risk factors to reflect what we reasonably know to be the effects of the pandemic and risks related to our
future financial performance.

●
Revise the use of proceeds in the summary and elsewhere to reflect any changes in light of the pandemic. We note the disclosure
in the penultimate bullet point on page 9, regarding the delay in your international expansion, yet the Use of Proceeds still
lists international expansion first.

Response:
Although the implementation of our international market development plan in the U.S. has been delayed due to the outbreak of COVID-19
and travel restrictions as our management team is unable to travel to the U.S. visiting office spaces and meeting business partners,
we have not changed our international market development plan and will continue to expand our business internationally, especially
in the United States, when the travel restriction is lifted and COVID-19 abates. We plan to reserve the proceeds for our international
expansion uses. We have revised our disclosure to clarify the status of our plan.

●
Revise Management’s Discussion and Analysis to reflect any additional known trends and uncertainties. In particular, it appears
you should address any changes in your liquidity and capital resources, where you continue to discuss your plans to invest in
international growth, which you have stated are on hold. See Instruction 3 to Item 303(a) of Regulation S-K.

Response:
We have revised Management’s Discussion and Analysis to reflect additional known trends and uncertainties. As discussed in the
response above, we expect to start the implementation of our international market development plan when the COVID-19 abates.

●
On page 65, in the Business section, you continue to state that “[t]he rapid China have stimulated the market demand for
investment in collectibles and the art market.” This appears to contradict the statements in the fifth and sixth bullet
points of your COVID-19-related disclosure on page 9.

Response: We have revised the disclosure on page 67 to clarify that
the rapid accumulation of personal wealth and increased population of affluent individuals in China have stimulated the market
demand for investment in collectibles and the art market in the past couple years, although some of such individuals could have
been negatively impacted by outbreak of COVID-19 in 2020.

    3

● We note your disclosure of the industry sales figures,
including for the art market. Consider whether these figures should be updated. For example, you cite the “The Art Market
2020” report released by Art Basel and USB in March 2020. We note they have issued a midyear survey addressing COVID-19’s
impact on the first six months of 2020. Also, tell us whether you have engaged Arts Economics for updated figures in 2020.

Response: We have updated the industry sales figures that are available
as of the date of this letter. We have not engaged Arts Economics for updated figures in 2020 other than those are publicly available.

These are only examples. Please update your registration statement
to reflect the adverse effect of COVID-19 on your business and financial results.

Response: We have updated our registration statement in other
places to reflect the adverse effect of COVID-19 on our business and financial results.

3. We note the Free Writing Prospectus (“FWP”) filed
September 15, 2020, which includes a hyperlink to your most recent amended registration statement. We note many of the same disclosures
regarding market size and growth through the end of 2019, discussed above, in the FWP; however, we are unable to locate any disclosure
related to the effects of COVID-19 in the FWP. Please advise us of your compliance with Rule 433 where this information was omitted,
in light of the points raised above.

Response: we will revise the FWP to include the disclosure
related to the effects of COVID-19.

If you have any questions or further comments regarding to the Registration
Statement, please contact me by phone at 202-298-1735 or via e-mail at jeffrey.li@foster.com.

    Very
    truly yours,

    /s/
    Jeffrey Li

    Jeffrey
    Li

Enclosures

    cc:
    Yi
    Shao, Chief Executive Officer and Director of Oriental Culture Holding LTD

Lijia
Ni, Chief Financial Officer of Oriental Culture Holding LTD

4

United States securities and exchange commission logo
September 17, 2020
Lijia Ni
Chief Financial Officer
Oriental Culture Holding LTD
No. 2, Youzishan Road, Dongba Street
Gaochun District
Nanjing City
Jiangsu Province 210000
People's Republic of China
Re:Oriental Culture Holding LTD
Amendment No. 8 to Registration Statement on Form F-1
Filed September 14, 2020
File No. 333-234654
Dear Ms. Ni:
            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.
Amendment No. 8 to Registration Statement on Form F-1
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
56
1.We note the revised disclosure in response to our comment.  Given the drastic decrease in
results in the first six months of 2020 as compared to the same period in the prior year,
and your continued disclosure regarding uncertainty going forward, revise your
registration statement to disclose on what basis you believe your total revenues in the
second half of 2020 will increase as compared to the second half of 2019.  Please also
include the anticipated effect on net income for the second half of 2020.

 FirstName LastNameLijia Ni
 Comapany NameOriental Culture Holding LTD
 September 17, 2020 Page 2
 FirstName LastNameLijia Ni
Oriental Culture Holding LTD
September 17, 2020
Page 2
2.Given the estimated decreases in net revenue and net income of 71% and 95%,
respectively, for the first six months of this year, as compared to the first six months of
2019, please revise your registration statement to disclose your current business and
financial condition as well as known trends and uncertainties.  By way of example only,
we note the following:

•We note the chart highlighting the volume in China's e-commerce transactions and
other statistics for the year ended 2019, as well as your statement that "We have
achieved substantial growth since our commencement of operations in March 2018.
We recorded net income of approximately $2.6 million in 2018 and approximately
$9.1 million in 2019."  Revise the "Our Business" discussion on pages 1-2 of the
summary to reflect the issues the industry and your company face with the pandemic
and other material causes, trends and uncertainties that have affected your results,
including those on page 9.
•Revise pages 2-3 and similar disclosure elsewhere to integrate your COVID-19
discussion from page 9 to reflect the changes to your strategy, strengths and risks that
have occurred and known trends and uncertainties affecting them.
•Revise your statements of possible COVID-19 related risks to reflect what you
reasonably know to be the effects.  For example, you continue to state on page 9 that
"Given the rapidly expanding nature of the COVID-19 pandemic, and because
substantially all of our business operations and our workforce are concentrated in
Hong Kong and China, we believe that there is a substantial risk that our business,
results of operations, and financial condition will be adversely affected by the
outbreak of COVID-19." (Emphasis added).  Statements such as these should be
revised throughout the registration statement to reflect they are not mere possibilities
and it appears your financial condition has been adversely affected.
•Revise your risk factors to state more than boilerplate risks related to your future
financial performance, both generally and related to COVID-19.  We note in
particular the risk factors on pages 12, 19 and 30.  On page 12, for example, in the
first three risk factors address the risks of predicting your future performance without
addressing how your experience with the pandemic has affected these issues or will
continue to do so.
•Revise the use of proceeds in the summary and elsewhere to reflect any changes in
light of the pandemic.  We note the disclosure in the penultimate bullet point on page
9, regarding the delay in your international expansion, yet the Use of Proceeds still
lists international expansion first.
•Revise Management's Discussion and Analysis to reflect any additional known trends
and uncertainties.  In particular, it appears you should address any changes in your
liquidity and capital resources, where you continue to discuss your plans to invest in
international growth, which you have stated are on hold. See Instruction 3 to Item
303(a) of Regulation S-K.
•On page 65, in the Business section, you continue to state that "[t]he rapid
accumulation of personal wealth and increased population of affluent individuals in

 FirstName LastNameLijia Ni
 Comapany NameOriental Culture Holding LTD
 September 17, 2020 Page 3
 FirstName LastName
Lijia Ni
Oriental Culture Holding LTD
September 17, 2020
Page 3
China have stimulated the market demand for investment in collectibles and the art
market."  This appears to contradict the statements in the fifth and sixth bullet points
of your COVID-19-related disclosure on page 9.
•We note your disclosure of the industry sales figures, including for the art market.
Consider whether these figures should be updated.  For example, you cite the "The
Art Market 2020" report released by Art Basel and USB in March 2020.  We note
they have issued a midyear survey addressing COVID-19's impact on the first six
months of 2020.  Also, tell us whether you have engaged Arts Economics for updated
figures in 2020.
These are only examples.  Please update your registration statement to reflect the adverse
effect of COVID-19 on your business and financial results.

3.We note the Free Writing Prospectus ("FWP") filed September 15, 2020, which includes a
hyperlink to your most recent amended registration statement.  We note many of the same
disclosures regarding market size and growth through the end of 2019, discussed above, in
the FWP; however, we are unable to locate any disclosure related to the effects of
COVID-19 in the FWP.  Please advise us of your compliance with Rule 433 where this
information was omitted, in light of the points raised above.
            You may contact Christie Wong at (202) 551-3684 or Robert Littlepage at (202) 551-
3361 if you have questions regarding the financial statements and related matters.  Please contact
Abby Adams at (202) 551-6902 or Celeste Murphy at (202) 551-3257 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Jeffrey Li, Esq.

CORRESP
1
filename1.htm

    Direct Phone:
    202.298.1735

    jeffrey.li@foster.com

September
14, 2020

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Telecommunications

100
F Street, N.E.

Washington,
D.C. 20549

    Attn:
    Celeste
    M. Murphy

Abby
Adams

Robert
S. Littlepage

Christie
Wong

    Re:
    Oriental Culture
    Holding LTD

Registration
Statement on Form F-1/A

Amended
on September 14, 2020

File No. 333-234654

Ladies
and Gentlemen:

On
behalf of our client, Oriental Culture Holding LTD, a foreign private issuer organized under the laws of Cayman Islands (the “Company”),
we are submitting this letter and the following information in response to a letter, dated September 9, 2020, from the staff (the
“Staff”) of the Securities and Exchange Commission (the “Commission”) with
respect to the Company’s Registration Statement on Form F-1 (the “Registration Statement”) filed
with the Commission on November 12, 2019 and amended on January 10, 2020, February 27, 2020, March 13, 2020, May 1, 2020, May
29, 2020, August 19, 2020 and August 31, 2020. Concurrently with the submission of this letter, the Company is filing Amendment
No. 8 to the Registration Statement (the “Amended Registration Statement”) via EDGAR with the Commission.

To
facilitate your review, we have separately delivered to you a copy of the Amended Registration Statement, marked to show changes
to the Company’s registration statement filed with the Commission on August 31, 2020.

The
Staff’s comments are repeated below in bold and are followed by the Company’s responses. We have included page references
in the Amended Registration Statement where the language addressing a particular comment appears. Capitalized terms used in this
letter but otherwise not defined herein shall have the meanings ascribed to such terms in the Registration Statement.

In
addition to revising the disclosure in response to the Staff’s comments, the Company has also included other information
and data to reflect recent developments.

Registration
Statement on Form F-1

Management’s
Discussion and Analysis of Financial Results and Results of Operations, page 56

1.
We note the revised disclosure in response to comment 2. Revise to quantify the decrease in revenue and net income for the six
months ended June 30, 2020.

Response:
we have revised our disclosure to quantify the decrease in the revenue and net income for the six months ended June 30, 2020
on pages 9, 54 and 56 of the Amended Registration Statement.

If
you have any questions or further comments regarding to the Registration Statement, please contact me by phone at 202-298-1735
or via e-mail at jeffrey.li@foster.com.

    Very truly yours,

    /s/
    Jeffrey Li

    Jeffrey Li

Enclosures

    cc:
    Yi Shao, Chief Executive Officer and Director
    of Oriental Culture Holding LTD

Lijia
Ni, Chief Financial Officer of Oriental Culture Holding LTD

United States securities and exchange commission logo
September 9, 2020
Lijia Ni
Chief Financial Officer
Oriental Culture Holding LTD
No. 2, Youzishan Road, Dongba Street
Gaochun District
Nanjing City
Jiangsu Province 210000
People's Republic of China
Re:Oriental Culture Holding LTD
Registration Statement on Form F-1/A
Amended on August 31, 2020
File No. 333-234654
Dear Ms. Ni:
            We have reviewed your amended registration statement and have the following
comment.  Please respond to this letter by amending your registration statement and providing
the requested information.  If you do not believe 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 the comment, we may have additional comments.
Registration Statement on Form F-1
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
56
1.We note the revised disclosure in response to comment 2.  Revise to quantify the decrease
in revenue and net income for the six months ended June 30, 2020.

 FirstName LastNameLijia Ni
 Comapany NameOriental Culture Holding LTD
 September 9, 2020 Page 2
 FirstName LastName
Lijia Ni
Oriental Culture Holding LTD
September 9, 2020
Page 2
            You may contact Christie Wong at (202) 551-3684 or Robert Littlepage at (202) 551-
3361 if you have questions regarding the financial statements and related matters.  Please contact
Abby Adams at (202) 551-6902 or Celeste Murphy at (202) 551-3257 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Jeffrey Li, Esq.

United States securities and exchange commission logo
August 25, 2020
Lijia Ni
Chief Financial Officer
Oriental Culture Holding LTD
No. 2, Youzishan Road, Dongba Street
Gaochun District
Nanjing City
Jiangsu Province 210000
People's Republic of China
Re:Oriental Culture Holding LTD
Registration Statement on Form F-1/A
Amended on August 19, 2020
File No. 333-234654
Dear Ms. Ni:
            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.
Registration Statement on Form F-1, as amended August 19, 2020
Risk Factors
Risks Related to Doing Business in China, page 23
1.Revise to disclose the risks associated with your potential to do business in industry
categories that are restricted on the Negative List, as disclosed on page 6.

 FirstName LastNameLijia Ni
 Comapany NameOriental Culture Holding LTD
 August 25, 2020 Page 2
 FirstName LastName
Lijia Ni
Oriental Culture Holding LTD
August 25, 2020
Page 2
Management's Discussion and Analysis of Financial Results and Results of Operations, page 56
2.On page 20, you disclose that "consolidated results for the first and second quarters of and
full year 2020 have been adversely affected" by the COVID-19 outbreak and
response, and that your "total revenues in the first and the second quarters of 2020 are
expected to decrease comparing to the same periods of last year."  Revise this section to
disclose known trends and uncertainties related to COVID-19.  For example, disclose how
you expect COVID-19 to impact your future operating results and near-and-long- term
financial condition and how that compares to the current period. See
Item 303 of Regulation S-K, SEC Release No. 33-8350, and CF Disclosure Guidance
Topic No. 9.
            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.
            You may contact Christie Wong at (202) 551-3684 or Robert Littlepage at (202) 551-
3361 if you have questions regarding the financial statements and related matters.  Please contact
Abby Adams at (202) 551-6902 or Celeste Murphy at (202) 551-3257 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Jeffrey Li, Esq.

CORRESP
1
filename1.htm

Direct
Phone: 202.298.1735

jeffrey.li@foster.com

May
29, 2020

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Telecommunications

100
F Street, N.E.

Washington,
D.C. 20549

    Attn:
    Celeste M. Murphy

Paul
Fischer

Robert
S. Littlepage

Christie
Wong

    Re:
    Oriental Culture
    Holding LTD

Registration
Statement on Form F-1

Filed
on May 1, 2020

File No. 333-234654

Ladies
and Gentlemen:

On
behalf of our client, Oriental Culture Holding LTD, a foreign private issuer organized under the laws of Cayman Islands (the “Company”),
we are submitting this letter and the following information in response to a letter, dated May 12, 2020, from the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) with respect to the Company’s Registration
Statement on Form F-1 (the “Registration Statement”) filed with the Commission on November 12, 2019
and amended on January 10, 2020, February 27, 2020, March 13, 2020 and May 1, 2020. Concurrently with the submission of this letter,
the Company is filing Amendment No. 5 to the Registration Statement (the “Amended Registration Statement”) via
EDGAR with the Commission.

To
facilitate your review, we have separately delivered to you a copy of the Amended Registration Statement, marked to show changes
to the Company’s registration statement filed with the Commission on May 1, 2020.

The
Staff’s comments are repeated below in bold and are followed by the Company’s responses. We have included page references
in the Amended Registration Statement where the language addressing a particular comment appears. Capitalized terms used in this
letter but otherwise not defined herein shall have the meanings ascribed to such terms in the Registration Statement.

In
addition to revising the disclosure in response to the Staff’s comments, the Company has also included other information
and data to reflect recent developments.

    U.S. Securities and Exchange Commission

    May 29, 2020

    Page 2

Amendment
No. 4 to Form F-1 Filed on May 1, 2020

Notes to the Consolidated Financial Statements

Note 2 - Summary of Significant Accounting
Policies

Revenue Recognition, page F-13

    1.
    With respect to the listing service fee, please describe
your basis of recognizing revenue “ratably over time” and explain to us your consideration of ASC 606-10-25-31 through
25-37.

Response:
We respectfully advise the Staff that for the years ended December 31, 2019 and 2018, our listing service contracts and the
related performance obligations can be completed within a short period of time, usually less than three months, therefore the
Company recognizes the related revenue upon the completion of all the performance obligations. We have revised our disclosure
accordingly on pages 59, 64 and F-14 of the Amended Registration Statement.

    2.
    Regarding your marketing services, please clarify
your disclosure and tell us

 ● if
you provide several services to customers under a contract and if so, whether you consider each service to be separately identifiable
from the others in the contract. If applicable, tell us how you allocate the transaction price to each service. In this regard,
we note you provide services such as consultation, supporting, legal protection etc. Please refer to ASC 606-10-25 and ASC 606-10-32
in your response.

Response:
We provide two types of marketing services under agreements as follows:

 1) For
certain marketing service agreements, we assist our customer in connection with his/her listing and trading of his/her collectible/artwork
or commodities on our platform, which mainly includes consultation and supporting services of the marketability for the collectible/artwork;
assessing its market value and market acceptance for the collectible/artwork or commodities; and assisting in the application
and legal protection required for the customer’s collectible/artwork or commodities to be approved for listing on our platform.
For marketing service agreements in which the related performance obligations can be completed within a short period of time,
we recognize the related revenue upon the completion of our performance obligations.

 2) Certain
marketing service agreements also include providing promotion services for customers’ items such as where to place ads on
well-known cultural art exchange websites in China, to provide online and offline marketing services including cooperation with
auction houses and participate in industry-related exhibitions and fairs. These marketing service fees are charged on a fixed
fee basis, which is based on the type of listing session that the customer applies for and whether the customer has listed and
sold his/her collectibles or artwork on other platforms before, and they were not tied to the type or value of the underlying
collectible/artwork.

During
the year 2019, the Company did not have any long-term contracts for marketing services. Most of the agreements are based on a
short period, usually 3 months. Due to the Company’s size and for conservative purposes, the Company usually waits until
the last month of the service period to recognize revenue, which means the Company recognizes revenue at the end of the service
period (upon completion of all performance obligations) instead of amortizing over the service period. Therefore, no amortization
was required.

We
have revised our disclosures accordingly on pages 59, 64 and F-15 of the Amended Registration Statement to disclose that marketing
services are recognized based on the completion of all performance obligations.

We
analyzed our revenue under ASC606-10-25-19 to 22, our performance obligations under marketing services is to assist with our customer
either: 1) to get his/her products listed on our platform, or 2) to promote his/her listing items. The provision of each type
of marketing services at a fixed price is considered as one performance obligation. The promises to transfer these services are
not separately identifiable as the services are not capable of being distinct as the customers do not obtain benefits from these
services on its own. As such, we provide several services and each service we provide is not a distinct service and the service
to the customer is not separately identifiable from other promises in the agreement as defined in 606-10-25-19.

    U.S. Securities and Exchange Commission

    May 29, 2020

    Page 3

Our
customers does not benefit from a single service in accordance with the standard. We offer these comprehensive services as one
performance obligation which is evidenced by the fact that we do not sell these services individually. We recognize these services
when all of our performance obligations are completed where these agreements are usually short term in nature. Hence no allocation
of transaction price was deemed necessary.

 ● your
basis for amortizing fees “based on the service period.” Provide us your analysis by each type of marketing service
including but not limited to the promotion services to place ads on various websites. Refer us to the supporting authoritative
accounting literature that is the basis for your policy.

Response:
We respectfully advise the Staff that during the year 2019, the Company did not have any long-term contracts for marketing
services. Most of our contracts are based on a short period, usually less than three months. Due to the Company’s size and
for conservative purposes, the Company waits until the last month of the service period to recognize revenue, which means the
Company recognizes revenue at the end of the service period (upon completion of all performance obligations) instead of amortizing
over the service period. Therefore, no amortization was required during the year. We have revised our disclosures on pages 59,
64 and F-15 of the Amended Registration Statement.

Item
8. Exhibits and Financial Statement Schedules, page II-2

    3.
    Please provide the auditor’s consent for the report dated September 13, 2019, relating to the audited financial statements
of HKDAEx as of December 31, 2018.

Response:
We have provided the auditor’s consent letter for the report dated September 13, 2019 relating to the audited financial
statements of HKDAEx as of December 31, 2018 as Exhibit 23.2 of the Amended Registration Statement.

If
you have any questions or further comments regarding to the Registration Statement, please contact me by phone at 202-298-1735
or via e-mail at jeffrey.li@foster.com .

    Very truly
    yours,

    /s/
    Jeffrey Li

    Jeffrey Li

Enclosures

    cc:
    Yi Shao, Chief Executive
    Officer and Director of Oriental Culture Holding LTD

Lijia
Ni, Chief Financial Officer of Oriental Culture Holding LTD

United States securities and exchange commission logo
May 12, 2020
Lijia Ni
Chief Financial Officer
Oriental Culture Holding LTD
Room 1512 Block 4 Kang Yuan Zhihui Gang
No 50 Jialingjiang East Road
Jiangsu Province 210000
PRC
Re:Oriental Culture Holding LTD
Registration Statement on Form F-1/A
Amended on May 1, 2019
File No. 333-234654
Dear Ms. Ni:
            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.
Amendment No. 4 to Form F-1 Filed on May 1 2020
Notes to the Consolidated Financial Statements
Note 2 - Summary of Significant Accounting Policies
Revenue Recognition , page F-13
1.With respect to the listing service fee, please describe your basis of recognizing revenue
"ratably over time" and explain to us your consideration of ASC 606-10-25-31 through
25-37.
2.Regarding your marketing services, please clarify your disclosure and tell us:

 FirstName LastNameLijia Ni
 Comapany NameOriental Culture Holding LTD
 May 12, 2020 Page 2
 FirstName LastName
Lijia Ni
Oriental Culture Holding LTD
May 12, 2020
Page 2
•if you provide several services to customers under a contract and if so, whether you
consider each service to be separately identifiable from the others in the contract.  If
applicable, tell us how you allocate the transaction price to each service.  In this
regard, we note you provide services such as consultation, supporting, legal
protection etc.  Please refer to ASC 606-10-25 and ASC 606-10-32 in your response.
•your basis for amortizing fees "based on the service period."  Provide us your
analysis by each type of marketing service including but not limited to the promotion
services to place ads on various websites.  Refer us to the supporting authoritative
accounting literature that is the basis for your policy.
Item 8. Exhibits and Financial Statement Schedules , page II-2
3.Please provide the auditor's consent for the report dated September 13, 2019, relating to
the audited financial statements of HKDAEx as of December 31, 2018.
            You may contact Christie Wong, Staff Accountant, at 202-551-3684, or Robert S.
Littlepage, Accounting Branch Chief, at 202-551-3361, if you have questions regarding
comments on the financial statements and related matters.  Please contact Paul Fischer, Staff
Attorney, at 202-551-3415, or Celeste M. Murphy, Legal Branch Chief, at 202-551-3257, with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Jeffrey Li

CORRESP
1
filename1.htm

Direct
Phone: 202.298.1735

jeffrey.li@foster.com

May 1, 2020

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Telecommunications

100 F Street, N.E.

Washington, D.C. 20549

    Attn:
    Celeste M. Murphy

    Paul Fischer

    Robert S. Littlepage

    Christie Wong

Re:  Oriental Culture Holding LTD

    Registration Statement on Form F-1

    Filed on May 1, 2020

    File No. 333-234654

Ladies and Gentlemen:

On behalf of our client, Oriental Culture Holding LTD, a foreign
private issuer organized under the laws of Cayman Islands (the “Company”), we are submitting this letter and
filing herewith the Amendment No. 4 to the Registration Statement on Form F-1 (the “Registration Statement”)
and certain exhibits via EDGAR to the Commission.

To facilitate your review, we have separately delivered to you a
copy of the Amendment No. 4 to the Registration Statement, marked to show changes since our last submission of the Registration
Statement.

If you have any questions or further comments regarding to the Registration
Statement, please contact me by phone at 202-298-1735 or via e-mail at jeffrey.li@foster.com .

    Very truly yours,

    /s/ Jeffrey Li

    Jeffrey Li

Enclosures

    cc:
    Yi Shao, Chief Executive Officer and Director of Oriental Culture Holding LTD

    Lijia Ni, Chief Financial Officer of Oriental Culture
Holding LTD

CORRESP
1
filename1.htm

Direct
Phone: 202.298.1735

jeffrey.li@foster.com

March 13, 2020

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Telecommunications

100 F Street, N.E.

Washington, D.C. 20549

    Attn:
    Celeste M. Murphy

Paul Fischer

Robert S. Littlepage

Christie Wong

    Re:
    Oriental Culture Holding LTD

Registration Statement on Form F-1

Filed on February 27, 2020

File No. 333-234654

Ladies and Gentlemen:

On behalf of our client, Oriental Culture Holding LTD, a foreign
private issuer organized under the laws of Cayman Islands (the “Company”), we are submitting this letter and
filing herewith the Amendment No. 3 to the Registration Statement on Form F-1 (the “Registration Statement”)
and certain exhibits via EDGAR to the Commission.

To facilitate your review, we have separately delivered to you four
courtesy copies of the Amendment No. 3 to the Registration Statement, marked to show changes since our last submission of the Registration
Statement.

If you have any questions or further comments regarding to the Registration
Statement, please contact me by phone at 202-298-1735 or via e-mail at jeffrey.li@foster.com.

    Very truly yours,

    /s/ Jeffrey Li

    Jeffrey Li

Enclosures

    cc:
    Yi Shao, Chief Executive Officer and Director of Oriental Culture Holding LTD

    Lijia Ni, Chief Financial Officer of Oriental Culture
Holding LTD

CORRESP
1
filename1.htm

    1000 Potomac Street N.W.

Suite 200

Washington, D.C. 20007
    Main: 202.965.7880

Fax: 202.965.1729

foster.com

Direct
Phone: 202.298.1735

jeffrey.li@foster.com

February
27, 2020

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Telecommunications

100
F Street, N.E.

Washington,
D.C. 20549

    Attn:
    Celeste
    M. Murphy

Paul
Fischer

Robert
S. Littlepage

Christie
Wong

    Re:
    Oriental
    Culture Holding LTD

Registration
Statement on Form F-1

Filed
on January 10, 2020

File No. 333-234654

Ladies
and Gentlemen:

On
behalf of our client, Oriental Culture Holding LTD, a foreign private issuer organized under the laws of Cayman Islands (the “Company”),
we are submitting this letter and filing herewith the Amendment No. 2 to the Registration Statement on Form F-1 (the “Registration
Statement”) and certain exhibits via EDGAR to the Commission.

To
facilitate your review, we have separately delivered to you four courtesy copies of the Amendment No. 2 to the Registration Statement,
marked to show changes since our last submission of the Registration Statement.

If
you have any questions or further comments regarding to the Registration Statement, please contact me by phone at 202-298-1735
or via e-mail at jeffrey.li@foster.com.

    Very
    truly yours,

    /s/
    Jeffrey Li

    Jeffrey
    Li

Enclosures

    cc:
    Yi
    Shao, Chief Executive Officer and Director of Oriental Culture Holding LTD

Lijia
Ni, Chief Financial Officer of Oriental Culture Holding LTD

SEATTLE
PORTLAND              WASHINGTON, D.C.              NEW
YORK              SPOKANE            BEUING

CORRESP
1
filename1.htm

    Direct
Phone: 202.298.1735

jeffrey.li@foster.com

January
10, 2020

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Telecommunications

100 F Street, N.E.

Washington, D.C. 20549

    Attn:
    Celeste M. Murphy

Paul Fischer

Robert S. Littlepage

Christie Wong

    Re:
    Oriental Culture Holding LTD

Registration
Statement on Form F-1

Filed on November 12, 2019

File No. 333-234654

Ladies and Gentlemen:

On behalf of our client, Oriental Culture
Holding LTD, a foreign private issuer organized under the laws of Cayman Islands (the “Company”), we
are submitting this letter and filing herewith the Amendment No. 1 to the Registration Statement on Form F-1 (the “Registration
Statement”) and certain exhibits via EDGAR to the Commission.

To facilitate your review, we have separately
delivered to you four courtesy copies of the Amendment No. 1 to the Registration Statement, marked to show changes since our last
submission of the Registration Statement.

If you have any questions or further
comments regarding to the Registration Statement, please contact me by phone at 202-298-1735 or via e-mail at jeffrey.li@foster.com.

    Very truly yours,

    /s/ Jeffrey Li

    Jeffrey Li

Enclosures

    cc:
    Yi Shao, Chief Executive Officer and Director of Oriental Culture Holding LTD

Lijia Ni, Chief Financial Officer of Oriental Culture
Holding LTD

CORRESP
1
filename1.htm

    Direct
Phone: 202.298.1735

jeffrey.li@foster.com

November 12, 2019

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Telecommunications

100 F Street, N.E.

Washington, D.C. 20549

    Attn:
    Celeste M. Murphy

Paul Fischer

Robert S. Littlepage

Christie Wong

    Re:
    Oriental Culture Holding LTD

Draft Registration Statement on Form F-1/A

Amended on October 11, 2019

CIK No. 0001776067

Ladies and Gentlemen:

On behalf of our client, Oriental Culture Holding LTD, a foreign
private issuer organized under the laws of Cayman Islands (the “Company”), we are submitting this letter
and the following information in response to a letter, dated October 23, 2019, from the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) with respect to the Company’s Draft
Registration Statement on Form F-1 (the “Draft Registration Statement”) submitted to the Commission on
May 13, 2019, as amended on June 24, 2019, September 16, 2019 and October 11, 2019. Concurrently with the submission of this letter,
the Company is filing herewith its registration statement on Form F-1 (the “Registration Statement”) and certain
exhibits via EDGAR to the Commission.

To facilitate your review, we have separately delivered to you four
courtesy copies of the Registration Statement, marked to show changes to the Draft Registration Statement.

The Staff’s comments are repeated below in bold and are followed
by the Company’s responses. We have included page references in the Registration Statement where the language addressing
a particular comment appears. Capitalized terms used in this letter but otherwise not defined herein shall have the meanings ascribed
to such terms in the Registration Statement.

In addition to revising the disclosure in response to the Staff’s
comments, the Company has also included other information and data to reflect recent developments.

Draft Registration Statement on Form F-1/A,
amended on October 11, 2019

Risk Factors, page 10

 1. We note your response to prior comment one, and reissue the
comment in part. Please revise to provide risk factor disclosure addressing the risks posed to the company by virtue of its related
party transactions. When you provide this risk factor disclosure, please disclose the percentage of overall accounts receivable,
accounts payable, other payables, revenues, and selling and marketing expenses derived or expended by virtue of the related party
transactions.

Response:
We have revised the Registration Statement to provide risk factor disclosure addressing the risks posed to the Company by virtue
of its related party transactions, including the percentage of overall accounts receivable, accounts payable, other payables,
revenues, and selling and marketing expenses derived or expended by virtue of the related party transactions on page 16 of the
Registration Statement.

    November 12, 2019

Page 2

Dilution, page 42

 2. We note your response to comment 2 however,
we reiterate our comment. Please revise your calculation of the amount of net tangible book value reported as of June 30, 2019
to be consistent with the methodology described in your response.

Response:
We have revised the calculation of the amount of net tangible book value reported as of June 30, 2019 on page 43 of Registration
Statement to be consistent with the methodology described in the Company’s prior response to the Staff.

Consolidated Financial Statements

Note 3 - Business Combinations, page F-45

 3. We note your response to our comment 5. Please also present
the amounts of revenue and earnings of HKDAEx since the acquisition date included in the consolidated income statement for the
reporting period, as required by ASC 805-10-50-2(h)(1).

Response:
We have included the amounts of revenue and earnings of HKDAEx since the acquisition date included in the consolidated income
statement for the reporting period as required by ASC 805-10-50-2(h)(1) on page F-45 of Registration Statement.

 4. We note your response to comment 6. Please revise the value
assigned to the shares issued in the business acquisition, disclosed on page F-56, to be consistent with the disclosure of $1,495,505
on page F-44.

Response:
We have revised the value assigned to the shares issued in the business acquisition on page F-56 of the Registration Statement
to be consistent with the disclosure of $1,495,505 on page F-44.

The Unaudited Pro Forma Combined Financial
Information As of and For Year Ended December 31, 2018, page F-68

 5. We note your response to comments 11 and 12. Please expand your
Note (a) to describe how you calculated the adjustment of $665,078 to additional paid-in capital. Adjustments reflected in the
pro forma adjustments column for each specific transaction should be factually supportable.

Response:
We respectively advise the Staff that in accordance with S-X Rule 210.11.02(c)(3), since the acquisition occurred on May 9, 2019
and has been reflected in the June 30, 2019 unaudited interim balance sheet, no pro-forma balance sheet presentation is required.

 6. We note your response to comments 12 and 13. Since the consummation
of a business combination is a major transaction and disclosure of pro forma financial information would be material to an investor,
please present the purchase price allocation in a note to the pro forma information and reflect any adjustments to the pro forma
balance sheet and pro forma income statement, as necessary. State in the note if adjustments were not material.

Response:
We respectively advise the Staff that in accordance with S-X Rule 210.11.02(c)(3), since the acquisition occurred on May 9, 2019
and has been reflected in the June 30, 2019 unaudited interim balance sheet, no pro-forma balance sheet presentation is required.

If you have any questions or further comments regarding our responses
to the Staff’s comments or the Registration Statement, please contact me by phone at 202-298-1735 or via e-mail at jeffrey.li@foster.com.

    Very truly yours,

    /s/ Jeffrey Li

    Jeffrey Li

Enclosures

    cc:
    Yi Shao, Chief Executive Officer and Director of Oriental Culture Holding LTD

Lijia Ni, Chief Financial Officer of Oriental Culture
Holding LTD

October 23, 2019
Lijia Ni
Chief Financial Officer
Oriental Culture Holding LTD
Room 1512 Block 4 Kang Yuan Zhihui Gang
No 50 Jialingjiang East Road
Jiangsu Province 210000
PRC
Re:Oriental Culture Holding LTD
Draft Registration Statement on Form F-1/A
Amended on October 11, 2019
CIK No. 0001776067
Dear Ms. Ni:
            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.
Draft Registration Statement on Form F-1/A, amended on October 11, 2019
Risk Factors, page 10
1.We note your response to prior comment one, and reissue the comment in part. Please
revise to provide risk factor disclosure addressing the risks posed to the company by
virtue of its related party transactions. When you provide this risk factor disclosure, please
disclose the percentage of overall accounts receivable, accounts payable, other payables,
revenues, and selling and marketing expenses derived or expended by virtue of the related
party transactions.

 FirstName LastNameLijia Ni
 Comapany NameOriental Culture Holding LTD
 October 23, 2019 Page 2
 FirstName LastName
Lijia Ni
Oriental Culture Holding LTD
October 23, 2019
Page 2
Dilution, page 42
2.We note your response to comment 2 however, we reiterate our comment.  Please revise
your calculation of the amount of net tangible book value reported as of June 30, 2019 to
be consistent with the methodology described in your response.
Consolidated Financial Statements
Note 3 - Business Combinations, page F-45
3.We note your response to our comment 5.  Please also present the amounts of revenue and
earnings of HKDAEx since the acquisition date included in the consolidated income
statement for the reporting period, as required by ASC 805-10-50-2(h)(1).
4.We note your response to comment 6.  Please revise the value assigned to the shares
issued in the business acquisition, disclosed on page F-56, to be consistent with the
disclosure of $1,495,505 on page F-44.
The Unaudited Pro Forma Combined Financial Information As of and For Year Ended
Decmeber 31, 2018, page F-68
5.We note your response to comments 11 and 12.  Please expand your Note (a) to describe
how you calculated the adjustment of $665,078 to additional paid-in capital.  Adjustments
reflected in the pro forma adjustments column for each specific transaction should be
factually supportable.
6.We note your response to comments 12 and 13.  Since the consummation of a business
combination is a major transaction and disclosure of pro forma financial information
would be material to an investor, please present the purchase price allocation in a note to
the pro forma information and reflect any adjustments to the pro forma balance sheet and
pro forma income statement, as necessary.  State in the note if adjustments were not
material.
            You may contact Christie Wong, Staff Accountant, at 202-551-3684, or Robert S.
Littlepage, Accounting Branch Chief, at 202-551-3361, if you have questions regarding
comments on the financial statements and related matters.  Please contact Paul Fischer, Staff
Attorney, at 202-551-3415, or Celeste M. Murphy, Legal Branch Chief, at 202-551-3257, with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Jeffrey Li

September 26, 2019
Lijia Ni
Chief Financial Officer
Oriental Culture Holding LTD
Room 1512 Block 4 Kang Yuan Zhihui Gang
No 50 Jialingjiang East Road
Jiangsu Province 210000
PRC
Re:Oriental Culture Holding LTD
Draft Registration Statement on Form F-1/A
Amended on September 16, 2019
CIK No. 0001776067
Dear Ms. Ni:
            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.
Draft Registration Statement on Form F-1, amended on September 16, 2019
The shareholders of our consolidated VIEs may have potential conflicts of interest with us., page
20
1.We note disclosures under "Related Party Transactions" at pages 93 and 94 that the
company has entered into relationships with entities "under common control of a major
shareholder of Jiangsu Yanggu." Please revise here, or in a separate risk factor, to disclose
and discuss the risks posed to the company by virtue of such related party transactions.
When you provide this risk factor disclosure, please identify the major shareholder who
exerts common control, and disclose the percentage of overall accounts receivable,

 FirstName LastNameLijia Ni
 Comapany NameOriental Culture Holding LTD
 September 26, 2019 Page 2
 FirstName LastNameLijia Ni
Oriental Culture Holding LTD
September 26, 2019
Page 2
accounts payable, other payables, revenues, and selling and marketing expenses derived or
expended by virtue of the related party transactions.
Dilution, page 42
2.Revise to calculate net tangible book value by deducting from total assets, total liabilities
and intangible assets, net.  In addition, we note that outstanding shares of 10,748,889
does not agree with the total number of outstanding shares of 12,400,000, reported as of
June 30, 2019 in the balance sheet on page F-33.  Please revise or advise us.
Recently Issued Accounting Pronouncements
Pronoucment not yet adopted, page 57
3.We note you indicate that as an EGC, the Company has elected to take advantage of the
extended transition period for complying with new or revised accounting standards
applicable to private companies.  You disclose that the Company is planning to adopt
Topic 606 in the first quarter of 2020.  However, under the guidance in ASC 606-10-65-
1b  the Company should adopt Topic 606 in the annual reporting period beginning after
December 15, 2018, i.e. your annual financial statements for fiscal year ended December
31, 2019.  Please revise accordingly and advise us.
Consolidated Financial Statements
Note 1 - Nature of business and organization , page F-7
4.We note in your response to comment 2, you consider Jiangsu Yanggu and International
Exchange to have been under common control because both entities were under the
control of the same 18 shareholders since the beginning of 2018.  However, it appears
from your response that no single individual shareholder held more than a 50% voting
ownership interest in both entities and therefore, no individual shareholder in fact
controlled both entities.  Entities should only be considered under common control if (a)
an individual or entity holds more than 50% of the voting ownership interest in each
entity; (b) immediate family members hold more that 50% of the voting ownership
interest of each entity; or (c) a group of shareholders holds more than 50% of the voting
ownership interest of each entity, and contemporaneous written evidence of an agreement
to vote a majority of the entities shares in concert exists.  Please revise to account for the
share exchange on May 7, 2019 and the reorganization as a business combination or
advise us and clarify your disclosure.
Note 3 - Business combinations, page F-45
5.Please disclose the pro forma information of revenue and earnings of HKDAEx as
required per ASC 805-10-50-2(h).
6.Please update your non-cash transaction information on page F-32 to reflect the total
consideration paid for the acquisition of HKDAEx.  We note you disclosed the amount of

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total consideration net of cash acquired.
7.We note you disclose that the net purchase price allocation of HKDAEx is based on a
valuation performed by an independent valuation firm engaged by the Company.  Please
describe to us the nature and extent of the valuation expert´s involvement and
management´s reliance on the work of the valuation expert.  Also, please explain to us
your consideration of the guidance in Question 141.02 of the Division's Compliance and
Disclosure Interpretations on Securities Act Sections.
The Audited Financial Statemenets of HKDAEx , page F-58
8.Please provide updated interim period financial statements of HKDAEx as of and for
period ended March 31, 2019.  In addition, please update the unaudited pro forma
combined financial statements for such period presented.
The Unaudited Pro Forma Combined Financial Information As of and For Year Ended
December 31, 2018, page F-68
9.In the introductory paragraph please describe the details of the transaction, the entities
involved, and your accounting for it.
10.We note on page F-67 that the shareholders of HKDAEx sold all issued shares for $1.7
million.  Please give effect to this transaction in the pro forma financial statements or
advise us.
11.With respect to Note (a), please describe the nature of $665,078 adjustment to additional
paid in capital and how you obtained the pro forma combined weighted average shares of
10,006,575.
12.In a pro forma balance sheet adjustment, you should give effect to the purchase price
allocation.  In this regard, we note the disclosure on page F-45.
13.It appears you should include a pro forma income statement adjustment to give effect to
depreciation and amortization as a result of the change in cost basis of property, plant and
equipment and intangible assets.

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 FirstName LastName
Lijia Ni
Oriental Culture Holding LTD
September 26, 2019
Page 4
            You may contact Christie Wong, Staff Accountant, at 202-51-3684, or Robert S.
Littlepage, Accounting Branch Chief, at 202-551-3361, if you have questions regarding
comments on the financial statements and related matters.  Please contact Paul Fischer, Staff
Attorney, at 202-551-3415, or Celeste M. Murphy, Legal Branch Chief, at 202-551-3257, with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Telecommunications
cc:       Jeffrey Li

July 2, 2019
Lijia Ni
Chief Financial Officer
Oriental Culture Holding LTD
Room 1512 Block 4 Kang Yuan Zhihui Gang
No 50 Jialingjiang East Road
Jiangsu Province 210000
PRC
Re:Oriental Culture Holding LTD
Draft Registration Statement on Form F-1/A
Amended on June 24, 2019
CIK No. 0001776067
Dear Ms. Ni:
            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.
Draft Registration Statement on Form F-1/A
Corporate History and Structure, page 3
1.We note your response to prior Comment Two. Please revise to restore the chart from
your initial filing that you omitted from the amendment, so that the company's corporate
structure both as of the date of the prospectus, as well as upon completion of the offering,
are included in your prospectus. When you revise, please also reflect that the dotted line
between Outside PRC and Inside PRC should be adjusted to reflect that Nanjing Rongke
Business Consulting Service Co. Ltd., the WFOE, is inside the PRC.

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July 2, 2019
Page 2
Consolidated Financial Statements
Note 1 - Nature of business and organization, page F-7
2.We note on May 8, 2019, Oriental Culture completed its reorganization of entities under
common control of various shareholders.  Please explain to us the basis for your
conclusion that the entities in the reorganization were under common control.  As part of
your response, please identify for us the significant shareholders of China International
Assets and Equity of Artworks Exchange Limited and Jiangsu Yanggu Culture
Development Co., Ltd immediately prior to the reorganization and indicate for us the
percentage ownership that was held by each shareholder in each entity.
            You may contact Christie Wong, Staff Accountant, at 202-551-3684, or Robert S.
Littlepage, Accounting Branch Chief, at 202-551-3361, if you have questions regarding
comments on the financial statements and related matters.  Please contact Paul Fischer, Staff
Attorney, at 202-551-3415, or Celeste Murphy, Legal Branch Chief, at 202-551-3257 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Telecommunications
cc:       Jeffrey Li

June 6, 2019
Lijia Ni
Chief Financial Officer
Oriental Culture Holding LTD
Room 1512 Block 4 Kang Yuan Zhihui Gang
No 50 Jialingjiang East Road
Jiangsu Province 210000
PRC
Re:Oriental Culture Holding LTD
Draft Registration Statement on Form F-1
Filed on May 13, 2019
CIK No. 0001776067
Dear Ms. Ni:
            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 Submitted on May 13, 2019
Prospectus Summary, page 1
1.Please clarify at the beginning of your business section that the investor would be
investing in a holding company, with operations conducted via its subsidiaries.
Corporate History and Structure, page 3
2.Please revise your organizational chart on page 3 to reflect the post-offering ownership
structure of the company, including the percentage held by Kong Aimin and Gao Huajun
and the public shareholders upon completion of the offering.

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We will incur increased costs as a result of being a public company, page 37
3.To the extent determinable, please revise to provide an estimate of the increased costs
associated with being a public company.
Dilution, page 41
4.Please revise your calculation of net tangible book value to exclude intangible assets and
deferred offering costs.
Revenues, page 47
5.We note that marketing service fees represent roughly 70% of your revenues. Please
revise at footnote three briefly to provide more detail as to how the marketing service fees
are determined.
Introduction of Collectibles Trading in China, page 57
6.Please clarify what the chart on this page represents. Include all appropriate legends and
labels.
Our Customers, page 69
7.Please clarify whether there are any criteria in place for determining customer
qualifications to open and activate a trading account.
PRC Regulations, page 74
8.We note that you have not included disclosures here or in risk factors concerning
regulations related to internet information security and privacy protection, including, for
example, the Regulation on the Internet Security Supervision and Inspection by Public
Security Organs, effective November 1, 2018. Please advise or revise.
United States Federal Income Tax Considerations, page 100
9.We note that your discussion of United States Federal Income Tax Considerations makes
no reference to the opinion of Garvey Schubert Barer that you intend to file as Exhibit 8.1
in a subsequent amendment. Please advise or revise.
Consolidated Financial Statements, page F-3
10.Please update the financial information to include interim financial statements for period
ended March 31, 2019.
11.In light of the disclosure indicating you commenced operations in March 2018, it is
unclear why the period covered by your income statement and statement of cash flows is
the entire year ended December 31, 2018.  Please stipulate the specific period covered by

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your income statement and statement of cash flows or advise us.  It may also be necessary
for your auditor to revise the wording of their report.
12.Please provide condensed financial statements of the registrant, pursuant to Rule 5-04 of
Regulation S-X, or advise us.  The financial statements should provide the information
required by Rule 12-04 of Regulation S-X.
Notes to Consolidated Financial Statements
Note 2 - Summary of Significant Accounting Policies, page F-14
13.Please disclose the estimated useful lives and residual value of electronic equipment and
server room equipment, respectively.
Note 3 - Variable interest entity, page F-21
14.The calculation of the net assets of your VIE, disclosed on page F-22, should be revised to
deduct total liabilities from total assets.
Note 15 - Subsequent Event, page F-31
15.We note that you acquired HKDAEx Limited subsequent to year end.  Please provide the
most recent audited financial statements of the acquired entity and prepare the related pro
forma information as required by Rule 8-04 and Rule 8-05 of Regulation S-X,
respectively.  In addition, please reflect such transaction in the capitalization table on page
40, if applicable.
16.We note you acquired China International Assets and Equity of Artworks Exchange
Limited on May 7, 2019.  Please provide audited year-end and unaudited interim financial
statements, pursuant to Rule 8-04 of Regulation S-X, and pro forma financial information
to give effect to the acquisition, pursuant to Rule 8-05 of Regulation S-X, or explain to us
why it is not necessary for you to do so.
General
17.We note references to third-party market data within your prospectus, including, for
example, a reference at page 1 to statistics derived by the Ministry of Commerce of the
People's Republic of China, and to the "2017 China Private Wealth Report" at page 56.
Please provide us with copies of any materials that support third-party statements, clearly
cross-referencing a statement with the underlying factual support.
            You may contact Christie Wong, Staff Accountant, at 202-551-3684, or Robert S.
Littlepage, Accounting Branch Chief, at 202-551-3361, if you have questions regarding
comments on the financial statements and related matters.  Please contact Paul Fischer, Staff
Attorney, at 202-551-3415, or Celeste M. Murphy, Legal Branch Chief, at 202-551-3257, with
any other questions.

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Lijia Ni
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June 6, 2019
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Sincerely,
Division of Corporation Finance
Office of Telecommunications
cc:       Jeffrey Li