SecProbe.io

CORRESP
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 Suite 412, Tower A

 Tai Seng Exchange

 One Tai Seng Avenue

 Singapore 536464

 March 19, 2025

 VIA EDGAR

 Division of Corporation Finance

 U.S. Securities and Exchange Commission

100 F Street, N.E.

 Washington, D.C. 20549

 U.S.A.

 Re: X3 Holdings Co., Ltd.

 Registration Statement on Form F-3,
as amended (File No. 333-279954)

 Acceleration Request

 Ladies and Gentlemen:

 Pursuant to Rule
461 of Regulation C promulgated under the Securities Act of 1933, as amended (the " Act "), X3 Holdings Co., Ltd. (the
" Company ") hereby requests that the effectiveness of the above-referenced Registration Statement on Form F-3 (the " Registration
Statement ") be accelerated to, and that the Registration Statement become effective at 4:00 P.M. Eastern Standard Time on March
21, 2025, or as soon thereafter as practicable.

 If there is any
change in the acceleration request as 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 Statement in accordance with the Act. Such request
may be made by an executive officer of the Company or by any attorney from the Company's U.S. counsel, Han Kun Law Offices LLP.

 In making this acceleration request,
the Company hereby acknowledges the following:

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

 ● the action of the SEC 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's comments and the
declaration of effectiveness as a defense in any proceedings initiated by the SEC or any person under the federal securities
laws of the United States.

 If you have any
questions regarding this request and to provide notice of effectiveness, please contact Mr. Kelvin Chan at kelvinchan@x3holdings.com,
or by telephone at +86 132-2977-6627.

 [Signature page follows]

 Very truly yours,

 X3 Holdings Co., Ltd.

 By:
 /s/ Stewart Lor

 Name:
 Stewart Lor

 Title:
 Chief Executive Officer, President and Chairman of the Board

 (Principal Executive Officer)

 [Signature Page to Acceleration
Request]

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X3 Holdings Co., Ltd.

Suite 412, Tower A, Tai Seng Exchange

One Tai Seng Avenue

Singapore 536464

March 4, 2025

V IA EDGAR

Ms. Marion Graham

Mr. Matthew Derby

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

100 F Street, N.E.

Mail Stop 4631

Washington, DC 20549

 Re: X3 Holdings Co., Ltd.

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

Filed February 18, 2025

File No. 333-279954

Dear Ms. Marion Graham and Mr. Matthew Derby:

X3 Holdings Co., Ltd. (the
“Company”, “we”, “us” or “our”) hereby transmits its
response to the letter received from the staff (the “Staff”) of the Securities and Exchange Commission (the
“Commission”) dated February 28, 2025, regarding
the Company’s Amendment No. 3 to Registration Statement on Form F-3. Concurrently with the submission of this letter, the
Company is submitting its Amendment No. 4 to Registration Statement on Form F-3 (the “Amended Registration
Statement”), which reflects the Company’s responses to the comments received from the Staff and certain updated
information. For ease of reference, we have included the Staff’s comment in bold, and the Company’s response is set
forth immediately below the comment.

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

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

About this Prospectus, page ii

 1. We note the statement that “You should not assume that
the information contained in this prospectus or any applicable prospectus supplement is accurate on any date subsequent to the date set
forth on the front of the document or that any information we have incorporated by reference is correct on any date subsequent to the
date of the document incorporated by reference (as our business, financial condition, results of operations and prospects may have changed
since that date), even though this prospectus, any applicable prospectus supplement is delivered or securities are sold on a later date.”
This statement does not appear to be consistent with your disclosure obligations. Please revise to clarify that you will update this
information to the extent required by law and acknowledge that you are responsible for updating the prospectus and prospectus supplement
to contain all material information.

 Response:

The Company respectfully
acknowledges the Staff’s comment and has amended the disclosure on page ii of the prospectus included in the Amended Registration
Statement in response to the Staff’s comment.

*      *      *

We thank the
Staff for its review of the foregoing. If you have questions or further comments, please forward them by electronic mail to Mr. Kelvin
Chan at kelvinchan@x3holdings.com or by telephone at +86 132-2977-6627.

    Very truly yours,

    /s/ Stewart Lor

    Stewart Lor

    Chief Executive Officer

February 28, 2025
Stewart Lor
Chief Executive Officer
X3 Holdings Co., Ltd.
Suite 412, Tower A, Tai Seng Exchange
One Tai Seng Avenue
Singapore 536464
Re:X3 Holdings Co., Ltd.
Amendment No. 3 to Registration Statement on Form F-3
Filed February 18, 2025
File No. 333-279954
Dear Stewart Lor:
            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 a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Amendment No. 3 to Registration Statement on Form F-3
About this Prospectus, page ii
We note the statement that “You should not assume that the information contained in
this prospectus or any applicable prospectus supplement is accurate on any date
subsequent to the date set forth on the front of the document or that any information
we have incorporated by reference is correct on any date subsequent to the date of the
document incorporated by reference (as our business, financial condition, results of
operations and prospects may have changed since that date), even though this
prospectus, any applicable prospectus supplement is delivered or securities are sold on
a later date.” This statement does not appear to be consistent with your disclosure

 1.

February 28, 2025
Page 2
obligations. Please revise to clarify that you will update this information to the extent
required by law and acknowledge that you are responsible for updating the prospectus
and prospectus supplement to contain all material information.
            Please contact Marion Graham at 202-551-6521 or Matthew Derby at 202-551-3334
with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology

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X3 Holdings Co., Ltd.

Suite 412, Tower A, Tai Seng Exchange

One Tai Seng Avenue

Singapore 536464

February 18, 2025

V IA EDGAR

Ms. Marion Graham Mr. Matthew Derby

U.S. Securities and Exchange Commission Division of
Corporation Finance

Office of Technology 100 F Street, N.E. Mail Stop
4631

Washington, DC 20549

 Re: X3 Holdings Co., Ltd.

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

    Filed December 13, 2024

    File No. 333-279954

Dear Ms. Marion Graham and Mr. Matthew Derby:

X3 Holdings
Co., Ltd. (the “Company”, “we”, “us” or “our”) hereby transmits
its response to the letter received from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
dated January 7, 2025,regarding the Company’s Amendment No.2 to
Registration Statement on Form F-3. Concurrently with the submission of this letter, the Company is submitting its Amendment No.3 to Registration
Statement on Form F-3 (the “Amended Registration Statement”), which reflects the Company’s responses to the comments
received from the Staff and certain updated information. For ease of reference, we have included the Staff’s comment in bold, and
the Company’s response is set forth immediately below the comment.

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

General

1. It appears that the aggregate market value of the shares
of your common stock held by non-affiliates during the 60 days prior to December 13, 2024 did not exceed the $75 million threshold that
General Instruction I.B.1 of Form F-3 specifies. Please provide us with your analysis demonstrating your ability to use Form F-3 pursuant
to General Instruction 1.B.1. Alternatively, if you are relying on General Instruction I.B.5 for Form F-3 eligibility, please include
the information required pursuant to Instruction 7 and General Instruction I.B.5 of Form F-3.

 Response:

The Company respectfully
acknowledges the Staff’s comment and has amended the disclosure on the cover page of the prospectus included in the Amended Registration
Statement in response to the Staff’s comment to include the information required pursuant to Instruction 7 and General Instruction
I.B.5 of Form F-3. We have included the disclosure of the aggregate market value of our outstanding voting and non-voting common equity
and confirmed that no securities have been offered pursuant to General Instruction I.B.5 of Form F-3 during the previous 12 months
up to and including the date of the prospectus.

With regards to
future takedowns, the Company confirms that, as long as the Company’s public float is less than $75 million, we intend to comply
with the requirements in General Instruction I.B.5(a) of Form F-3 that limit the amount of securities the Company may sell pursuant to
the Registration Statement on Form F-3. We have carved out the total amount of shares that are subject to registration for resale in this
Registration Statement on Form F-3 and the Company also undertakes that, we will file applicable prospectus supplements for future offerings
and comply with the relevant baby shelf takedown limitations.

*	*	*

We thank the
Staff for its review of the foregoing. If you have questions or further comments, please forward them by electronic mail to Mr. Kelvin
Chan at kelvinchan@x3holdings.com or by telephone at +86 132-2977-6627.

  Very truly yours,

  /s/ Stewart Lor

  Stewart Lor

  Chief Executive Officer

January 22, 2025
Stewart Lor
Chief Executive Officer
X3 Holdings Co., Ltd.
Suite 412, Tower A, Tai Seng Exchange
One Tai Seng Avenue
Singapore 536464
Re:X3 Holdings Co., Ltd.
Form 20-F for the Fiscal Year Ended December 31, 2023
File No. 001-38851
Dear Stewart Lor:
            We have completed our review of your filing. We remind you that the company and
its management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Yu Wang

CORRESP
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X3 Holdings Co., Ltd.

Suite 412, Tower A, Tai Seng Exchange

One Tai Seng Avenue

Singapore 536464

January 7, 2025

VIA EDGAR

Ms. Melissa Walsh

Mr. Stephen Krikorian

U.S. Securities and Exchange Commission

Division of
Corporation Finance

Office of Technology

100 F Street, N.E.

Mail Stop
4631

Washington, DC 20549

 Re: X3 Holdings Co., Ltd.

Form 20-F for the Fiscal Year Ended December 31, 2023

Correspondence from the SEC on December 20, 2024

File No. 001-38851

Dear Ms. Melissa Walsh and Mr. Stephen Krikorian:

X3 Holdings
Co., Ltd. (the “Company”, “we”, “us” or “our”) hereby transmits
its response to the letter received from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
dated December 20, 2024,regarding the Company’s annual report on
Form 20-F for the fiscal year ended December 31, 2023. For ease of reference, we have included the Staff’s comment in bold, and
the Company’s response is set forth immediately below the comment.

Annual Report on Form 20-F for the Fiscal Year Ended
December 31, 2023

Introduction, page ii

 1. We note from your disclosure on page ii that you exclude
Hong Kong and Macau from your definition of “PRC” and “China” for the purposes of your annual report. In future
filings, please revise to remove the exclusion of Hong Kong and Macau from such definition. Clarify that all the legal and operational
risks associated with having operations in the People’s Republic of China (PRC) also apply to operations in Hong Kong and Macau.
In this regard, ensure that your disclosure does not narrow risks related to operating in the PRC to mainland China only. Where appropriate,
you may describe PRC law and then explain how law in Hong Kong and Macau differs from PRC law and describe any risks and consequences
to the company associated with those laws.

Response: We
respectfully acknowledge the Staff’s comment. The Company will revise the definition of “PRC” and “China”
on page ii to include Hong Kong and Macau in its future Form 20-F filings for the year ended December 31, 2024. The Company also confirms,
in future filings, it will revise to clarify that the legal and operational risks associated with having operations in mainland China
also apply to operations in Hong Kong and Macau, as well as to further explain the law differences among mainland China, Hong Kong and
Macau and the risks and consequences associated with these laws as appropriate, commencing with the Company’s annual report on Form
20-F for the fiscal year ended December 31, 2024.

 2. In future filings, please clearly disclose how you will refer
to the holding company and subsidiaries 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. Disclose clearly the
entity (including the domicile) in which shareholders hold their interest.

Response: We
respectfully acknowledge the Staff’s comment. The Company will provide clearer clarification on the referencing of us as a
holding company, our subsidiaries and other entities as well as to further disclose the entities in which shareholders hold their interest
in future filings, commencing with the Company’s annual report on Form 20-F for the fiscal year ended December 31, 2024.

Risk Factors

Risk Related
to Doing Business in China, page 29

 3. We note changes you made to your disclosure appearing on
pages 29 and 32 relating to legal and operational risks associated with operating in China and PRC regulations. It is unclear to us that
there have been changes in the regulatory environment in the PRC since the filing of your prior Form 20-F April 28, 2023 that would warrant
revised disclosure to mitigate the challenges you face and related disclosures. For additional guidance, please refer to the Division
of Corporation Finance’s Sample Letters to China-Based Companies issued December 2021 and July 2023. In future filings, please
restore your disclosure. Ensure your disclosures specifically discuss risks arising from the legal system in China, including risks and
uncertainties regarding the enforcement of laws and that rules and regulations in China can change quickly with little advance notice;
and the risk that the Chinese government may intervene or influence your operations at any time, or may exert more control over offerings
conducted overseas and/or foreign investment in China-based issuers, which could result in a material change in your operations and/or
the value of your securities. We remind you that, pursuant to federal securities rules, the term “control” (including the
terms “controlling,” “controlled by,” and “under common control with”) means “the possession,
direct or indirect, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership
of voting securities, by contract, or otherwise.”

Response: We
respectfully acknowledge the Staff’s comment. The Company will restore the disclosure in relating to legal and operational
risks associated with operating in China and PRC regulations and to specifically discuss the 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 our 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 our operations
and/or the value of our securities in future filings, commencing with the Company’s annual report on Form 20-F for the fiscal year
ended December 31, 2024.

 4. In future filings, please clarify each permission that you
or your subsidiaries are required to obtain from Chinese authorities to operate your business and issue securities to foreign investors.
Clarify whether you or your subsidiaries are covered by permissions requirements from the CSRC, CAC or any other entity that is required
to approve of the subsidiary’s operations, and state affirmatively whether you have received all requisite permissions and whether
any permissions have been denied.

Response: We
respectfully acknowledge the Staff’s comment. The Company will provide clearer clarification on all the permissions and approvals
required by the Chinese governmental authorities for our and our subsidiaries’ business operations and our securities offering to
foreign investors as well as the permission requirements from the above-mentioned authorities for our and our subsidiaries’ operations
in future filings, commencing with the Company’s annual report on Form 20-F for the fiscal year ended December 31, 2024. In addition,
the Company will confirm whether we or our subsidiaries have received all requisite permissions and whether any permissions have been
denied in future filing.

Information
on the Company

History and
Development of the Company

Corporate History
and Background, page 43

 5. In future filings, at the onset of this section, please disclose
prominently that you are not a Chinese operating company but a Cayman Islands holding company with operations conducted by your subsidiaries
based in China.

Response: In
response to the Staff’s comment, the Company proposes to include the following revisions in in future filings, commencing with the
Company’s annual report on Form 20-F for the fiscal year ended December 31, 2024, as follows (with changes against the disclosure
of the annual report on Form 20-F for the fiscal year ended December 31, 2023 filed on April 30, 2024 marked with additions underlined
and deletions in strikethrough).

Item 4. INFORMATION ON THE COMPANY

A. History and Development of the Company

Corporate History and Background

We are not
an operating company in China, but a holding company that was established under the laws of the Cayman Islands on July 27,
2018 as a holding company. We conduct our operations in China through our PRC subsidiaries, and we are a global provider
of technology solutions and services across multiple industries.The Company, through its subsidiaries, is a provider of software
application and technology services to corporate and government customers engaged in global trade.

*              *         *

    2

We thank the
Staff for its review of the foregoing. If you have questions or further comments, please forward them by electronic mail to Mr. Kelvin
Chan at kelvinchan@x3holdings.com or by telephone at +86 132-2977-6627.

    Very truly yours,

    /s/ Stewart Lor

    Stewart Lor

    Chief Executive Officer

3

January 7, 2025
Stewart Lor
Chief Executive Officer
X3 Holdings Co., Ltd.
Suite 412, Tower A, Tai Seng Exchange
One Tai Seng Avenue
Singapore 536464
Re:X3 Holdings Co., Ltd.
Amendment No. 2 to Registration Statement on Form F-3
Filed December 13, 2024
File No. 333-279954
Dear Stewart Lor:
            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 a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Amendment No. 2 to Registration Statement on Form F-3
General
1.It appears that the aggregate market value of the shares of your common stock held by
non-affiliates during the 60 days prior to December 13, 2024 did not exceed the $75
million threshold that General Instruction I.B.1 of Form F-3 specifies. Please provide
us with your analysis demonstrating your ability to use Form F-3 pursuant to General
Instruction 1.B.1. Alternatively, if you are relying on General Instruction I.B.5 for
Form F-3 eligibility, please include the information required pursuant to Instruction 7
and General Instruction I.B.5 of Form F-3.

January 7, 2025
Page 2
            Please contact Marion Graham at 202-551-6521 or Matthew Derby at 202-551-3334
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology

December 20, 2024
Stewart Lor
Chief Executive Officer
X3 Holdings Co., Ltd.
Suite 412, Tower A, Tai Seng Exchange
One Tai Seng Avenue
Singapore 536464
Re:X3 Holdings Co., Ltd.
Form 20-F for the Fiscal Year Ended December 31, 2023
File No. 001-38851
Dear Stewart Lor:
            We have limited our review of your filing to specific disclosures and have the
following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 20-F for the Fiscal Year Ended December 31, 2023
Introduction , page ii
1.We note from your disclosure on page ii that you exclude Hong Kong and Macau
from your definition of “PRC” and “China” for the purposes of your annual report. In
future filings, please revise to remove the exclusion of Hong Kong and Macau from
such definition. Clarify that all the legal and operational risks associated with having
operations in the People’s Republic of China (PRC) also apply to operations in Hong
Kong and Macau. In this regard, ensure that your disclosure does not narrow risks
related to operating in the PRC to mainland China only. Where appropriate, you may
describe PRC law and then explain how law in Hong Kong and Macau differs from
PRC law and describe any risks and consequences to the company associated with
those laws.
In future filings, please clearly disclose how you will refer to the holding company
and subsidiaries when providing the disclosure throughout the document so that it is
clear to investors which entity the disclosure is referencing and which subsidiaries or 2.

December 20, 2024
Page 2
entities are conducting the business operations. Disclose clearly the entity (including
the domicile) in which shareholders hold their interest.
Risk Factors
Risks Related to Doing Business in China, page 29
3.We note changes you made to your disclosure appearing on pages 29 and 32 relating
to legal and operational risks associated with operating in China and PRC regulations.
It is unclear to us that there have been changes in the regulatory environment in the
PRC since the filing of your prior Form 20-F April 28, 2023 that would warrant
revised disclosure to mitigate the challenges you face and related disclosures. For
additional guidance, please refer to the Division of Corporation Finance’s Sample
Letters to China-Based Companies issued December 2021 and July 2023. In future
filings, please restore your disclosure. Ensure your disclosures specifically discuss
risks arising from the legal system in China, including risks and uncertainties
regarding the enforcement of laws and that rules and regulations in China can change
quickly with little advance notice; and the risk that the Chinese government may
intervene or influence your operations at any time, or may exert more control over
offerings conducted overseas and/or foreign investment in China-based issuers, which
could result in a material change in your operations and/or the value of your
securities. We remind you that, pursuant to federal securities rules, the term “control”
(including the terms “controlling,” “controlled by,” and “under common control
with”) means “the possession, direct or indirect, of the power to direct or cause the
direction of the management and policies of a person, whether through the ownership
of voting securities, by contract, or otherwise.”
4.In future filings, please clarify each permission that you or your subsidiaries are
required to obtain from Chinese authorities to operate your business and issue
securities to foreign investors. Clarify whether you or your subsidiaries are covered by
permissions requirements from the CSRC, CAC or any other entity that is required to
approve of the subsidiary’s operations, and state affirmatively whether you have
received all requisite permissions and whether any permissions have been denied.
Information on the Company
History and Development of the Company
Corporate History and Background, page 43
5.In future filings, at the onset of this section, please disclose prominently that you are
not a Chinese operating company but a Cayman Islands holding company with
operations conducted by your subsidiaries based in China.

December 20, 2024
Page 3
            In closing, 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 Melissa Walsh at 202-551-3224 or Stephen Krikorian at 202-551-3488
with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Yu Wang

CORRESP
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X3 Holdings Co., Ltd.

Suite 412, Tower A, Tai Seng Exchange

One Tai Seng Avenue

Singapore 536464

December 13, 2024

V IA EDGAR

Ms. Marion Graham Mr. Matthew Derby

U.S. Securities and Exchange Commission Division of Corporation
Finance

Office of Technology 100 F Street, N.E. Mail Stop 4631

Washington, DC 20549

 Re: X3 Holdings Co., Ltd.

Registration Statement on Form
F-3

Filed June 5, 2024

File No. 333-279954

Dear Ms. Marion Graham and Mr. Matthew Derby:

X3 Holdings Co.,
Ltd. (the “Company”, “we”, “us” or “our”) hereby transmits
its response to the letter received from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
dated June 21, 2024,regarding our Form F-3 previously filed on June 5,
2024. For ease of reference, we have repeated the Commission’s comments in this response and numbered them accordingly. An amendment
to the Company’s registration statement on Form F-3 is being filed to accompany this letter.

R egistration Statement on Form F-3 filed
June 5, 2024

Risk Factors, page 10

1. Provide a materially complete description of the risks related
to bitcoin and the bitcoin network. As non-exclusive examples, discuss the environmental risks from bitcoin mining, the use of bitcoin
in illicit transactions, volatility in the price of bitcoin, and the risk that rewards for mining bitcoin are designed to decline over
time, which may lessen the incentive for miners to process and confirm transactions on the bitcoin network.

Response:
In response to the Staff’s comment, we revised our disclosure on the Risk Factors section accordingly.

Selling Shareholder, page 11

2. Please revise to disclose the natural person or persons who
exercise voting or dispositive control over the shares beneficially owned by YA II PN, LTD. See Item 403 of Regulation S-K and Exchange
Act Rule 13d-3.

Response:
In response to the Staff’s comment, we revised our disclosure on the Selling Shareholder section accordingly.

Signatures, page II-4

3. On the signature page of the
filing, please identify the Chief Accounting Officer/Controller. See Section 6(a) of the Securities Act of 1933.

Response: In response to the
Staff’s comment, we have identified the Principal Accounting and Financial Officer on the signature page accordingly.

General

4. Please file the form of indenture as an exhibit to your registration
statement prior to requesting effectiveness. For guidance, refer to sections 201.02 and 201.04 of the Trust Indenture Act of 1939.

Response:
In response to the Staff’s comment, we have filed the form of indenture as an exhibit accordingly.

5. We note that YA II PN, LTD., the selling shareholder, is
the equity line investor under your Standby Equity Purchase Agreement dated as of May 16, 2024. Please revise to indicate that YA II
PN, LTD. is an underwriter. Refer to Securities Act C&DI 139.13. Additionally, please expand your disclosure to include a more detailed
description of the negotiations surrounding the material terms of the Standby Equity Purchase Agreement and related transactions. Revise
to disclose the number of shares being registered for resale, the material conditions under which the company may access the funds available
under it, the maximum principal amount available under the agreement, the full discounted price (or formula for determining it) at which
the investor will receive the shares, and the term of the agreement. Additionally, include the material risks of an investment in the
company and the offering, including the dilutive effect of the formula or pricing mechanism on the company's share price, the possibility
that the company may not have access to the full amount available to it under the equity line, and whether an investor can engage in
short-selling activities and, if so, how any sales activities after announcement of a put may negatively affect the company's share price.

Response: In response to the
Staff’s comment, we revised our disclosure on the prospectus cover page and Risk Factors section accordingly.

6. Disclose the material market activities of YA II PN, LTD.
including any short selling of the company’s securities or other hedging activities that YA II PN, LTD. may or has engaged in,
including prior to entering into the agreement and prior to the receipt of any shares pursuant to the terms of the agreement, how it
intends to distribute the securities it owns or will acquire, and how the provisions of Regulation M may prohibit it and any other distribution
participants that are participating in the distribution of the company’s securities from (i) engaging in market making activities
(e.g., placing bids or making purchases to stabilize the price of the common stock) while the equity line is in effect and (ii) purchasing
shares in the open market while the equity line is in effect.

Response: In response to the
Staff’s comment, we revised our disclosure on the prospectus cover page and Plan of Distribution section accordingly.

We thank the
Staff for its review of the foregoing. If you have further comments, please forward them by electronic mail to Mr. Kelvin Chan at kelvinchan@x3holdings.com
or by telephone at +86 132-2977-6627.

[Signature page follows]

    2

    Very truly yours,

    /s/ Stewart Lor

    Stewart Lor

    Chief Executive Officer

3

United States securities and exchange commission logo
June 21, 2024
Stewart Lor
Chief Executive Officer
X3 Holdings Co., Ltd.
Suite 412, Tower A, Tai Seng Exchange
One Tai Seng Avenue
Singapore 536464
Re:X3 Holdings Co., Ltd.
Registration Statement on Form F-3
Filed June 5, 2024
File No. 333-279954
Dear Stewart Lor:
            We have conducted a limited review of your registration statement and have the
following comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form F-3
Risk Factors, page 10
1.Provide a materially complete description of the risks related to bitcoin and the bitcoin
network. As non-exclusive examples, discuss the environmental risks from bitcoin
mining, the use of bitcoin in illicit transactions, volatility in the price of bitcoin, and the
risk that rewards for mining bitcoin are designed to decline over time, which may lessen
the incentive for miners to process and confirm transactions on the bitcoin network.
Selling Shareholder, page 11
2.Please revise to disclose the natural person or persons who exercise voting or dispositive
control over the shares beneficially owned by YA II PN, LTD. See Item 403 of Regulation
S-K and Exchange Act Rule 13d-3.

 FirstName LastNameStewart  Lor
 Comapany NameX3 Holdings Co., Ltd.
 June 21, 2024 Page 2
 FirstName LastName
Stewart  Lor
X3 Holdings Co., Ltd.
June 21, 2024
Page 2
Signatures, page II-4
3.On the signature page of the filing, please identify the Chief
Accounting Officer/Controller. See Section 6(a) of the Securities Act of 1933.
General
4.Please file the form of indenture as an exhibit to your registration statement prior to
requesting effectiveness. For guidance, refer to sections 201.02 and 201.04 of the Trust
Indenture Act of 1939.
5.We note that YA II PN, LTD., the selling shareholder, is the equity line investor under
your Standby Equity Purchase Agreement dated as of May 16, 2024. Please revise to
indicate that YA II PN, LTD. is an underwriter. Refer to Securities Act C&DI
139.13. Additionally, please expand your disclosure to include a more detailed description
of the negotiations surrounding the material terms of the Standby Equity Purchase
Agreement and related transactions. Revise to disclose the number of shares being
registered for resale, the material conditions under which the company may access the
funds available under it, the maximum principal amount available under the agreement,
the full discounted price (or formula for determining it) at which the investor will receive
the shares, and the term of the agreement. Additionally, include the material risks of an
investment in the company and the offering, including the dilutive effect of the formula or
pricing mechanism on the company's share price, the possibility that the company may not
have access to the full amount available to it under the equity line, and whether an
investor can engage in short-selling activities and, if so, how any sales activities after
announcement of a put may negatively affect the company's share price.
6.Disclose the material market activities of YA II PN, LTD. including any short selling of
the company’s securities or other hedging activities that YA II PN, LTD. may or has
engaged in, including prior to entering into the agreement and prior to the receipt of any
shares pursuant to the terms of the agreement, how it intends to distribute the securities it
owns or will acquire, and how the provisions of Regulation M may prohibit it and any
other distribution participants that are participating in the distribution of the company’s
securities from (i) engaging in market making activities (e.g., placing bids or making
purchases to stabilize the price of the common stock) while the equity line is in effect and
(ii) purchasing shares in the open market while the equity line is in effect.

 FirstName LastNameStewart  Lor
 Comapany NameX3 Holdings Co., Ltd.
 June 21, 2024 Page 3
 FirstName LastName
Stewart  Lor
X3 Holdings Co., Ltd.
June 21, 2024
Page 3
            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 Rule 461 regarding requests for acceleration. Please allow adequate time for us
to review any amendment prior to the requested effective date of the registration statement.
            Please contact Marion Graham at 202-551-6521 or Matthew Derby at 202-551-3334 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology

United States securities and exchange commission logo
September 27, 2023
Stewart Lor
Chief Executive Officer
Powerbridge Technologies Co., Ltd.
Advanced Business Park, 9th Fl., Bldg. C2,
29 Lanwan Lane, Hightech District,
Zhuhai, Guangdong 519080, China
Re:Powerbridge Technologies Co., Ltd.
Form 20-F for the Fiscal Year ended December 31, 2022
Filed April 28, 2023
File No. 001-38851
Dear Stewart Lor:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Yu Wang

CORRESP
1
filename1.htm

Powerbridge Technologies Co., Ltd.

August 29, 2023

VIA EDGAR

Mr. Ryan Rohn

Mr. Stephen Krikorian

Division of Corporation Finance

Office of Technology

U.S. Securities and Exchange Commission

100 F Street, N.E.

Mail Stop 4631

Washington, DC 20549

 Re: Powerbridge Technologies Co., Ltd.

    Form 20-F for the Fiscal Year ended December 31, 2022

    Filed April 28, 2023

    File No. 001-38851

Dear Mr. Rohn and Mr. Krikorian:

Powerbridge Technologies Co., Ltd. (the “Company”,
“we”, “us” or “our”) hereby transmits its response to the letter received from
the staff (the “Staff”) of the U.S. Securities and Exchange Commission, dated August 23, 2023 regarding its annual
report on Form F-20 (the “Form 20-F”) filed on April 28, 2023. For ease of reference, we have repeated the Staff’s
comments in bold in this response letter.

Form 20-F for the Fiscal Year ended December 31, 2022

Item 15. Controls and Procedures

(b) Management’s Annual Report on Internal Control over Financial
Reporting Attestation Report of the Registered Public Accounting Firm, page 118

 1. We note that you do not include a report of management’s
                                            annual report on internal control over financial reporting. Please amend your filing to include
                                            management’s assessment of internal control. Refer to Item 308(a) of Regulation S-K.
                                            Further clarify your statement that, “Neither we nor our independent registered public
                                            accounting firm undertook a comprehensive assessment of [y]our internal control under the
                                            Sarbanes-Oxley Act for purposes of identifying and reporting any weakness in [y]our internal
                                            control over financial reporting.” In this regard, we note the requirement to include
                                            Management’s annual report on internal control over financial reporting.

Response: The Company plans to file an amendment
to its Form 20-F for fiscal year 2022 in response to the Staff’s comment, a copy of which is attached herein as Exhibit A. The
Company will file the attached 20-F/A once the Staff confirms there is no additional comment.

*    *     *

The Company acknowledges 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.

We thank the Staff for its review of the foregoing.
If you have any questions, please do not hesitate to contact Kelvin Chan at (+86) 132-2977-6627, or our U.S. legal counsel, Yu Wang at
(+852) 3443-1150. If you have any further comments, we would appreciate it if you would forward them by electronic mail to us at kelvinchan@powerbridge.com
and our legal counsel at yu.wang@hk.kwm.com or by phone.

    Very truly yours,

    /s/ Stewart
    Lor

    Stewart Lor

    Chief Executive Officer

    cc:
    Yu Wang, Esq.

    King & Wood Mallesons

Exhibit A

Form 20-F/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 20-F/A

☐ REGISTRATION STATEMENT PURSUANT
TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

☒ ANNUAL REPORT PURSUANT TO SECTION
13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2022

OR

☐ TRANSITION REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

☐ SHELL COMPANY REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report
for the transition period from ____________to ____________

Commission file number: 001-38851

POWERBRIDGE TECHNOLOGIES CO., LTD.

(Exact Name of Registrant as Specified in its
Charter)

N/A

(Translation of Registrant’s Name into English)

Cayman Islands

(Jurisdiction of Incorporation or Organization)

Advanced Business Park, 9th Fl, Bldg C2,

29 Lanwan Lane, Hightech District,

Zhuhai, Guangdong 519080, China

(Address of principal executive offices)

Stewart Lor, Chief Executive Officer

Advanced Business Park, 9th Fl, Bldg C2,

29 Lanwan Lane, Hightech District,

Zhuhai, Guangdong 519080, China

Tel: +86-756-339-5666

(Name, Telephone, E-mail and/or Facsimile
number and Address of Company Contact Person)

Securities registered or to be registered pursuant
to Section 12(b) of the Act:

    Title
    of Each Class

    Trading Symbol

    Name
    of Each Exchange on Which Registered

    Ordinary shares, par value $0.00166667

    PBTS

    NASDAQ Capital Market

Securities registered or to be registered pursuant
to Section 12(g) of the Act:

None

(Title of Class)

Securities for which there is a reporting obligation
pursuant to Section 15(d) of the Act:

None

(Title of Class)

Indicate the number of outstanding shares of each
of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report:

As of December 31, 2022, the issuer had 285,005,647 shares
outstanding.

Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

If this report is an annual or transition report,
indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934. Yes ☐ No ☒

Note – Checking the box above will not relieve
any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations
under those Sections.

Indicate by check mark whether the registrant: (1)
has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has
submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during
the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒
No ☐

Indicate by check mark whether the registrant is
a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large
accelerated filer,” accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

    Large accelerated filer
    ☐
    Accelerated filer
    ☐

    Non-accelerated filer
    ☒
    Emerging growth company
    ☒

If an emerging growth company that prepares its
financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition
period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

† The term “new or revised financial
accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification
after April 5, 2012.

Indicate by check mark whether the registrant has
filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting
under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its
audit report. Yes ☐ No ☒

If securities are registered pursuant to Section
12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction
of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error
corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s
executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark which basis of accounting
the registrant has used to prepare the financial statements included in this filing:

    U.S. GAAP ☒
    International Financial Reporting
    Standards as issued

    by the International Accounting Standards Board ☐
    Other ☐

If
“Other” has been checked in response to the previous question, indicate by check mark which financial statement item the
registrant has elected to follow. Item 17 ☐ Item 18 ☐

If this is an annual report, indicate by check mark
whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PAST FIVE YEARS)

Indicate by check mark whether the registrant has
filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to
the distribution of securities under a plan confirmed by a court. ☐ Yes ☐ No

    Auditor Name:

    Auditor Location:

    Auditor Firm ID:

    OneStop Assurance PAC

    Singapore

    6732

EXPLANATORY NOTE

This Amendment No.2 on Form 20-F (“Form 20-F/A”)
is being filed to amend the annual report on Form 20-F for the fiscal year ended December 31, 2022, filed with the Securities
and Exchange Commission (the “SEC”) on April 28, 2023 (the “Original Form 20-F”) of Powerbridge Technologies
Co., Ltd. (the “Company”). This Form 20-F/A is being filed to amend certain disclosure under Item 15. Controls and Procedures
about management’s annual report on internal control over financial reporting, in response to SEC comments.

The first paragraph of “Item 15. CONTROLS
AND PROCEDURES - (b) Management’s Annual Report on Internal Control over Financial Reporting Attestation Report of the Registered
Public Accounting Firm” of the Original Form 20-F on page 118 is replaced in its entirety with the following:

“Our management is responsible for establishing
and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act.

Our internal control over financial reporting is
a process designed to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial
statements for external purposes in accordance with U.S. GAAP and includes those policies and procedures that (1) pertain to the maintenance
of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our company;
(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements
in accordance with GAAP, and that receipts and expenditures of our company are being made only in accordance with authorizations of our
management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of the unauthorized acquisition,
use or disposition of our company’s assets that could have a material effect on the consolidated financial statements.

Because of its inherent limitations, internal control
over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of the effectiveness of our internal
control over financial reporting to future periods are subject to the risks that controls may become inadequate because of changes in
conditions, or that the degree of compliance with the policies or procedures may deteriorate.

As required by Rule 13a-15(c) of the Exchange Act,
our management conducted an evaluation of our company’s internal control over financial reporting as of December 31, 2022 based
on the framework in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway
Commission. Based on this evaluation, our management concluded that our internal control over financial reporting was not effective as
of December 31, 2022. The material weaknesses identified by us and our independent registered public accounting firm related to (i) a
lack of accounting staff and resources with appropriate knowledge of U.S. GAAP and SEC reporting and compliance requirements; (ii) a
lack of sufficient documented financial closing policies and procedures, specifically those related to period-end expenses cut-off and
accruals; (iii) inadequate controls with respect to the maintenance of sufficient documentation for, and the evaluation of the accounting
implications of, significant and non-routine payment transactions; and (iv) a lack of sufficient documented financial closing policies
and procedures, specifically those related to period-end expenses cut-off and accruals.”

In addition, as required by Rule 12b-15 under the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), new certifications by the Company’s principal executive
officer and principal financial officer are filed herewith as exhibits to this Form 20-F/A pursuant to Rule 13a-14(a) of the Exchange
Act.

Item 19. EXHIBITS

EXHIBIT INDEX

    Exhibit

    Exhibit
    title

    12.1

    Certification by the Chief
    Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

    12.2

    Certification by the Chief
    Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

    13.1

    Certification by the Chief
    Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

    13.2

    Certification by the Chief
    Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

SIGNATURES

The registrant hereby certifies that it meets all
of the requirements for filing on this Form 20-F/A and that it has duly caused and authorized the undersigned to sign this annual report
on its behalf.

    Powerbridge Technologies Co., Ltd.

    By:
    /s/ Stewart Lor

    Name:
    Stewart Lor

    Title:
    Chief Executive Officer

    Dated:
                      , 2023

Exhibit 12.1

Certification by the Chief Executive Officer

Pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002

I, Stewart Lor, certify that:

 1. I
                                            have reviewed this annual report on Form 20-F/A of Powerbridge Technologies Co., Ltd.;

 2. Based
                                            on my knowledge, this report does not contain any untrue statement of a material fact or
                                            omit to state a material fact necessary to make the statements made, in light of the circumstances
                                            under which such statements were made, not misleading with respect to the period covered
                                            by this report;

 3. Based
                                            on my knowledge, the financial statements, and other financial information included in this
                                            report, fairly present in all material respects the financial condition, results of operations
                                            and cash flows of the company as of, and for, the periods presented in this report;

 4. The
                                            company’s other certifying officer(s) and I are responsible for establishing and maintaining
                                            disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))
                                            and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f)
                                            and 15d-15(f)) for the company and have:

 (a) Designed
                                            such disclosure controls and procedures, or caused such disclosure controls and procedures

United States securities and exchange commission logo
August 23, 2023
Stewart Lor
Chief Executive Officer
Powerbridge Technologies Co., Ltd.
Advanced Business Park, 9th Fl., Bldg. C2,
29 Lanwan Lane, Hightech District,
Zhuhai, Guangdong 519080, China
Re:Powerbridge Technologies Co., Ltd.
Form 20-F for the Fiscal Year ended December 31, 2022
Filed April 28, 2023
File No. 001-38851
Dear Stewart Lor:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comment.  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 comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional comments.
Form 20-F for the Fiscal Year ended December 31, 2022
Item 15. Controls and Procedures
(b) Management's Annual Report on Internal Control over Financial Reporting Attestation
Report of the Registered Public Accounting Firm, page 118
1.We note that you do not include a report of management’s annual report on internal
control over financial reporting. Please amend your filing to include management’s
assessment of internal control. Refer to Item 308(a) of Regulation S-K. Further clarify
your statement that, “Neither we nor our independent registered public accounting firm
undertook a comprehensive assessment of [y]our internal control under the Sarbanes-
Oxley Act for purposes of identifying and reporting any weakness in [y]our internal
control over financial reporting.” In this regard, we note the requirement to include
Management’s annual report on internal control over financial reporting.

 FirstName LastNameStewart Lor
 Comapany NamePowerbridge Technologies Co., Ltd.
 August 23, 2023 Page 2
 FirstName LastName
Stewart Lor
Powerbridge Technologies Co., Ltd.
August 23, 2023
Page 2
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Ryan Rohn, Senior Staff Accountant, at (202) 551-3739 or Stephen
Krikorian, Accounting Branch Chief, at (202) 551-3488 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Yu Wang

CORRESP
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POWERBRIDGE
TECHNOLOGIES CO., LTD.

1st
Floor, Building D2, Southern Software Park

Tangjia
Bay, Zhuhai, Guangdong 519080, China

Tel:
+86-756-339-5666

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
DC 20549

March
2, 2021

    Re:
    Powerbridge Technologies
    Co., Ltd.

    Registration Statement on Form F-3

    Filed February 23, 2021

    File No. 333-253395

Ladies
and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, Powerbridge Technologies Co., Ltd. (the “Registrant”)
hereby requests acceleration of effectiveness of the above referenced Registration Statement so that it will become effective
at 4:00 p.m. EST on March 4, 2021, or as soon as thereafter practicable.

Please
note that we acknowledge the following:

    •

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

    •

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

    •

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

    Sincerely,

    By:
        /s/ Stewart Lor

        Name:
        Stewart Lor

        Title:
        Co-CEO and Chief Financial Officer

    Powerbridge Technologies Co., Ltd.

    cc:

    Joan Wu, Esq.,

    Hunter Taubman Fischer
    & Li LLC

     1

United States securities and exchange commission logo
February 26, 2021
Stewart Lor
Co-Chief Executive Officer
Powerbridge Technologies Co., Ltd.
1st Floor, Building D2, Southern Software Park
Tangjia Bay, Zhuhai, Guangdong 519080, China
Re:Powerbridge Technologies Co., Ltd.
Registration Statement on Form S-3
Filed February 23, 2021
File No. 333-253395
Dear Mr. Lor:
            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 Michael Foland, Staff Attorney, at (202) 551-6711 or Jan Woo, Legal
Branch Chief, at (202) 551-3453 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Joan Wu

CORRESP
1
filename1.htm

March 26, 2019

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

    Attn:
    Donald Field

    Re:
    Powerbridge Technologies Co., Ltd.

Registration Statement on Form F-1, as amended (File
No. 333-229128)

Ladies and Gentlemen:

As
the underwriter of the proposed offering of Powerbridge Technologies Co., Ltd. (the “Company”), we hereby
join the Company’s request for acceleration of the above-referenced Registration Statement, requesting effectiveness for
4:30 p.m., Eastern Time, on March 28, 2019, or as soon thereafter as is practicable.

Pursuant
to Rule 460 of the General Rules and Regulations under the Securities Act of 1933, we wish to advise you that we have effected
the following distribution of the Company’s Preliminary Prospectuses dated March 12, 2019 through the date hereof:

Preliminary Prospectuses
dated March 12, 2019:

    Copies to underwriters:
    100

    Copies to prospective dealers:
    200

    Copies to prospective institutional investors:
    100

    Copies to prospective retail investors:
    300

The
undersigned advise that they have complied and will continue to comply with Rule 15c2-8 under the Securities Exchange Act of 1934,
as amended.

    Very truly yours,

    The Benchmark Company, LLC

    By:
    /s/ Michael S. Jacobs

    Name:
	Michael S. Jacobs

Title:
	Head of Capital Markets

CORRESP
1
filename1.htm

Powerbridge Technologies Co., Ltd.

1st Floor, Building D2, Southern Software Park

Tangjia Bay, Zhuhai, Guangdong 519080, China

March 26, 2019

VIA EDGAR CORRESPONDENCE

Donald Field

U.S. Securities and Exchange Commission

Division of Corporate Finance

Office of Real Estate and Commodities

100 F Street, N.E.

Mail Stop 4631

Washington, DC 20549

    Re:
    Powerbridge Technologies Co., Ltd.

        Registration Statement on Form F-1/A (File No. 333-229128)

        Request For Acceleration Of Effectiveness

Ladies and Gentlemen:

In accordance with Rule 461 of the General
Rules and Regulations under the Securities Act of 1933, as amended, Powerbridge Technologies Co., Ltd. (the “Company”)
hereby requests that the effectiveness of the above-referenced Registration Statement on Form F-1/A (the “F-1 Registration
Statement”) be accelerated to and that the F-1 Registration Statement become effective at 4:30 p.m., Eastern Time,
on March 28, 2019, or as soon thereafter as practicable.

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 F-1 Registration Statements in accordance with Rule 461. The request may be made by
an executive officer of the Company or by any attorney from the Company’s U.S. counsel, Hunter Taubman Fischer & Li LLC.

The Company hereby acknowledges the following:

    •

    should the Securities and Exchange Commission (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.

If you have any further questions, please contact
Louis Taubman, Esq., at +1 (917) 512-0827, from the Company’s U.S. counsel, Hunter Taubman Fischer & Li LLC.

    Very truly yours,

    Powerbridge Technologies Co., Ltd.

    By:

        /s/ Ban Lor

    Name:

     Ban Lor

    Title:

    Chief Executive Officer

CORRESP
1
filename1.htm

Powerbridge Technologies Co., Ltd.

1st Floor, Building D2, Southern Software
Park

Tangjia Bay, Zhuhai, Guangdong 519080,
China

February 19, 2019

VIA EDGAR

Diane Fritz

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Information Technologies and Services

100 F Street, N.E.

Mail Stop 4631

Washington, DC 20549

    Re:
    Powerbridge Technologies Co., Ltd.

    Registration Statement on Form F-1

    Filed January 4, 2019

    File No. 333-229128

Dear Ms. Fritz:

Powerbridge Technologies
Co., Ltd. (the “Company”, “Powerbridge,” “we”, “us”
or “our”) hereby transmits its response to the letter received from the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”), dated February 6, 2019 regarding our Registration
Statement on Form F-1 previously submitted on September 26, 2018 and amended on November 6, 2018, December 10, 2018, and January
4, 2019 (the “Registration Statement”). For ease of reference, we have repeated the Commission’s comments
in this response and numbered them accordingly. An amended registration statement on Form F-1 filed publicly accompanying this
Response Letter is referred to as Form F-1.

Please note that new
language we are including in Form F-1 pursuant to your comments, is indicated in this letter in bold, italicized
font; any deletions from the initial Registration Statement are indicated in this letter as strikethrough font.

Registration Statement on Form F-1

Executive Compensation

Summary Compensation Table, page
99

    1.
    Please revise the table to include information for the last
    full fiscal year, i.e. December 31, 2018. Refer to Item 6.B of Form 20-F.

Response: In response
to the Staff’s comment we have revised the disclosure of executive compensation table on page  99 of Form
F-1 to include the information for the fiscal year ended December 31, 2018 as follows:

Summary Compensation Table

The following table shows the annual compensation
paid by us for the years ended December 31, 2018 and 2017 and 2016.

    Name/principal position
    Year
    Salary
    Equity
 Compensation
    All Other
 Compensation
    Total Paid

    Ban Lor/CEO (1)
    2018
    $ 151,057
    $               -
    $         -
    $ 151,057

    2017
    $ 93,329
    $ -
    $ -
    $ 93,329

    Stewart Lor/CFO (2)
    2018
    $ 60,423
    $ -
    $ -
    $ 60,423

    2017
    $ -
    $ -
    $ -
    $ -

    Nanfang Li/Chief Strategy Officer (3)
    2018
    $ 40,785
    $ -
    $ 4,079
    $ 44,864

    2017
    $ -
    $ -
    $ -
    $ -

    Xiuhe Jiang/Chief Product Officer (4)
    2018
    $ 46,767
    $ -
    $ 3,474
    $ 50,242

    2017
    $ 39,186
    $ -
    $ 22,589
    $ 61,775

    Tianfei Feng/Chief Research and
    2018
    $ 47,704
    $ -
    $ 5,287
    $ 52,991

    Development Officer (5)
    2017
    $ 10,757
    $ -
    $ 3,073
    $ 13,830

    (1)
    Appointed Chairman, President and CEO effective as of August
    2018.

    (2)
    Appointed CFO effective as of August 2018.

    (3)
    Appointed Chief Strategy Officer effective as of August 2018.

    (4)
    Appointed Chief Product Officer effective as of August 2018.
    All other compensation amounts represent bonus payments in 2016 and 2017.

    (5)
    Appointed Chief Research and Development Officer as of August
    2018. All other compensation amounts represent bonus payment in 2017.

Consolidated Financial Statements,
page F-1

    2.
    Prior to requesting acceleration of effectiveness, please revise
    to include updated audited financial statements. Refer to Item 8.A.4 of Form 20-F.

Response: In response
to the Staff’s comment, we have prepared a letter requesting the Commission to waive the requirement of Item 8.A.4 of Form
20-F in the form of Exhibit A attached hereto. The Company is also filing such waiver request letter as an exhibit to the Form
F-1 pursuant to Instruction 2 to Item 8.A.4 of Form 20-F.

In responding to your comments, the Company
acknowledges that:

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

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

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

We thank the Staff
for its review of the foregoing. If you have further comments, we ask that you forward them by electronic mail to our counsel,
Louis Taubman at ltaubman@htflawyers.com or by telephone at 917-512-0827.

    Very truly yours,

    /s/ Ban Lor

    Name: Ban Lor

        Title: CEO

    cc:
    Hunter Taubman Fischer & Li LLC

Exhibit A

Request for Waiver and Representation under Item 8.A.4 of Form 20-F

Powerbridge Technologies Co., Ltd.

1st Floor, Building D2, Southern Software
Park

Tangjia Bay, Zhuhai, Guangdong 519080,
China

February 19, 2019

VIA EDGAR

Diane Fritz

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Information Technologies and Services

100 F Street, N.E.

Mail Stop 4631

Washington, DC 20549

    Re:
    Powerbridge Technologies Co., Ltd.

    Registration Statement on Form F-1

    Filed January 4, 2019

    File No. 333-229128

    Request for Waiver and Representation under Item 8.A.4 of Form 20-F

Dear Ms. Fritz:

The undersigned, Powerbridge
Technologies Co., Ltd. (the “Company”, “Powerbridge,” “we”, “us”
or “our”), a foreign private issuer organized under the laws of the Cayman Islands, is submitting this letter
via EDGAR to the Securities and Exchange Commission (the “Commission”) in connection with the Company’s
filing on the date hereof of its amended registration statement on Form F-1 (the “Registration Statement”) relating
to a proposed initial public offering and listing in the United States of the Company’s ordinary shares.

The Company has included
in the Registration Statement its audited consolidated financial statements, prepared in accordance with accounting principles
generally accepted in the United States of America, as of December 31, 2017 and 2016 and for each of the two fiscal years ended
December 31, 2017 and 2016, and unaudited interim consolidated financial statements as of June 30, 2018 and for each of the six-month
periods ended June 30, 2018 and 2017.

The Company respectfully
requests that the Commission waive the requirement of Item 8.A.4 of Form 20-F, which states that in the case of a company’s
initial public offering, the registration statement on Form F-1 must contain audited financial statements of a date not older than
12 months from the date of the offering (the “12-Month Requirement”). See also Division of Corporation
Finance, Financial Reporting Manual, Section 6220.3.

The Company is submitting
this waiver request pursuant to Instruction 2 to Item 8.A.4 of Form 20-F, which provides that the Commission will waive the 12-Month
Requirement “in cases where the company is able to represent adequately to us that it is not required to comply with this
requirement in any other jurisdiction outside the United States and that complying with this requirement is impracticable or involves
undue hardship.” See also the 2004 release entitled International Reporting and Disclosure Issues in the Division
of Corporation Finance (available on the Commission’s website at http://www.sec.gov/divisions/corpfin/internatl/cfirdissues1104.htm)
by the staff of the Division of Corporation Finance of the Commission (the “Staff”) at Section III. B. c, in
which the Staff notes that: “the instruction indicates that the staff will waive the 12-month requirement where it is not
applicable in the registrant’s other filing jurisdictions and is impracticable or involves undue hardship. As a result, we
expect that the vast majority of IPOs will be subject only to the 15-month rule. The only times that we anticipate audited financial
statements will be filed under the 12-month rule are when the registrant must comply with the rule in another jurisdiction, or
when those audited financial statements are otherwise readily available.”

In connection with
this waiver request, the Company represents to the Commission that:

    1.
    The Company is not currently a public reporting company in any jurisdiction;

    2.
    The Company is not required by any jurisdiction outside the United States to prepare consolidated financial statements audited under any generally accepted auditing standards for any interim period;

    3.
    Full compliance with Item 8.A.4 of Form 20-F at present is impracticable and involves undue hardship for the Company;

    4.
    The Company does not anticipate that its audited financial statements for the fiscal year ended December 31, 2018 will be available until April 30, 2019; and

    5.
    In no event will the Company seek effectiveness of the Registration Statement if its audited financial statements are older than 15 months at the time of the Company’s initial public offering.

The Company is filing
this letter as an exhibit to the Registration Statement pursuant to Instruction 2 to Item 8.A.4 of Form 20-F.

Thank you for your
consideration of the Company’s request, which we hope will be acceptable to the Chief Accountant. If additional information
would be helpful in your analysis of the Company’s request or you have any questions or comments regarding the information
in this letter, we ask that you forward them by electronic mail to our counsel, Louis Taubman at ltaubman@htflawyers.com or by
telephone at 917-512-0827.

    Very truly yours,

    /s/ Ban Lor

    Name: Ban Lor

    Title: CEO

    cc:
    Louis Taubman

    Hunter Taubman Fischer & Li LLC

February 6, 2019
Ban Lor
Chief Executive Officer
Powerbridge Technologies Co., Ltd.
1st Floor, Building D2, Southern Software Park
Tangjia Bay, Zhuhai, Guangdong 519080, China
Re:Powerbridge Technologies Co., Ltd.
Registration Statement on Form F-1
Filed January 4, 2019
File No. 333-229128
Dear Mr. Lor:
            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
Executive Compensation
Summary Compensation Table, page 99
1.Please revise the table to include information for the last full fiscal year, i.e. December 31,
2018.  Refer to Item 6.B of Form 20-F.
Consolidated Financial Statements, page F-1
2.Prior to requesting acceleration of effectiveness, please revise to include updated audited
financial statements.  Refer to Item 8.A.4 of Form 20-F.

 FirstName LastNameBan Lor
 Comapany NamePowerbridge Technologies Co., Ltd.
 February 6, 2019 Page 2
 FirstName LastName
Ban Lor
Powerbridge Technologies Co., Ltd.
February 6, 2019
Page 2
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            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 Diane Fritz, Staff Accountant, at 202-551-3331 or Melissa Walsh, Staff
Accountant, at 202-551-3224 if you have questions regarding comments on the financial
statements and related matters.  Please contact Donald Field, Attorney-Advisor, at 202-551-3680
or Dietrich King, Attorney-Advisor, at 202-551-8071 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Information Technologies
and Services

CORRESP
1
filename1.htm

Powerbridge
Technologies Co., Ltd.

1st
Floor, Building D2, Southern Software Park

Tangjia
Bay, Zhuhai, Guangdong 519080, China

January
3, 2019

VIA
EDGAR

Diane
Fritz

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Information Technologies and Services

100
F Street, N.E.

Mail
Stop 4631

Washington,
DC 20549

    Re:
    Powerbridge
    Technologies Co., Ltd.

    Amendment
    No. 2 to

    Draft
    Registration Statement on Form F-1

    Submitted
    December 10, 2018

    CIK
    No. 0001754323

Dear
Ms. Fritz:

Powerbridge Technologies
Co., Ltd. (the “Company”, “Powerbridge,” “we”, “us”
or “our”) hereby transmits its response to the letter received from the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”), dated December 21, 2018 regarding our Registration
Statement on Form F-1 previously submitted on September 26, 2018 and amended on November 6, 2018 and December 10, 2018 (the “Registration
Statement”). For ease of reference, we have repeated the Commission’s comments in this response and numbered them
accordingly. A registration statement on Form F-1 filed publicly accompanying this Response Letter is referred to as Form F-1.

Please
note that new language we are including in Form F-1 pursuant to your comments, is indicated in this letter in bold, italicized
font; any deletions from the initial Registration Statement are indicated in this letter as strikethrough font.

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

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

Liquidity
and Capital Resources, page 53

    1.
    Please
    revise your aging of accounts receivable to separately show the amount of current accounts receivable (i.e. within payment
    terms).

Response:
In response to the Staff’s comment we have revised the disclosure of aging of accounts receivables on page 55 of the Form
F-1 to separately show the amount of current accounts receivables as follows:

The
aging of accounts receivables are as follows:

    December
    31,
 2017
    December
    31,
 2016
    June
    30,
 2018

    0-90
    days
    $ 4,168,586
    $ 304,569
    $ 1,822,747

    90-180
    days
      33,092
      13,003
      1,826,020

    180-360
    days
      47,331
      333,287
      53,694

    over
    one years
      325,142
      38,548
      318,563

    Sub
    total
      4,574,151
      689,407
      4,021,024

    Unbilled
    accounts receivable
      8,533,199
      4,460,773
      11,196,237

    Allowance
      (36,285 )
      (15,083 )
      (138,701 )

    Total
    accounts receivable, net
    $ 13,071,065
    $ 5,135,097
    $ 15,078,560

    December 31,

 2017
    December 31,

 2016
    June
    30,  2018

    0-90
    days
    $ 4,168,586
    $ 304,569
    $ 1,822,747

    90-180
    days
      33,092
      13,003
      1,826,020

    180-360
    days
      47,331
      333,287
      53,694

    over
    one year
      325,142
      38,548
      318,563

    Sub
    total
      4,574,151
      689,407
      4,021,024

    Current
    (billed accounts receivable within payment terms)
      4,168,586
      304,569
      1,822,747

    Past
    due
      405,565
      384,838
      2,198,277

    Sub-total
    billed accounts receivable
      4,574,151
      689,407
      4,021,024

    Unbilled
    accounts receivable
      8,533,199
      4,460,773
      11,196,237

    Allowance
      (36,285 )
      (15,083 )
      (138,701 )

    Total
    accounts receivable, net
    $ 13,071,065
    $ 5,135,097
    $ 15,078,560

    2.
    We
    note from your aging of accounts receivable that approximately 55% of your accounts receivable as of June 30, 2018 was more
    than 90 days past due. As part of your discussion of liquidity, please disclose the amount of accounts receivable as of June
    30, 2018 that was subsequently collected through the most recent practicable date. In addition, please update your December
    31, 2017 accounts receivable collection disclosures to reflect the amounts collected through the most recent practicable date.

Response:
In response to the Staff’s comment, we have revised the disclosure on page 56 of the Form F-1 as follows.

As
of October 29, 2018, approximately $6.2 million of total accounts receivable balance as of December 31, 2017 was collected. It
presented that 90% of billed accounts receivable balance as of December 31, 2017 were collected by October 29, 2018. In addition,
certain major customers confirmed to settle their outstanding balance of approximately $3.9 million prior to December 31, 2018.
As a result, 70% of unbilled balance as of December 31, 2017 were collected or confirmed to be collected prior to December 31,
2018. Due to the complicated government approval process for payments, it could takes extra time for our customers to pay off
the balances. With the increasing communication with our customer and improved collection efforts, we believe we are able to successfully
collect the remaining balance within one year.

As
of December 31, 2018, approximately $7.8 million (or 59%) of total accounts receivable balance as of December 31, 2017 was collected,
and approximately $8.1 million (or 53%) of total account receivable balance as of June 30, 2018 was collected. It represented
that 92% and 83% of billed accounts receivable balance as of December 31, 2017 and June 30, 2018 were collected by December 31,
2018, respectively. In December 2018, the Company reviewed the outstanding accounts receivables with all customers, as a result,
99% of unbilled balance as of December 31, 2017 and 92% of unbilled balance as of June 30, 2018 were expected to be collected
prior to March 31, 2019, respectively.

    2

    3.
    Your
response to comment 9 states that generally you bill customers “20% to 30% of total fee upon signing the contract, 20% to
30% of total fee upon completion of developing, implementing and testing the customized applications and the remaining 30% to
50% of total fee is billed after the customer internally approves the project and signs off the acceptance form.” We also
note from your response to comment 11 that your four major government customers representing 59.4% of unbilled accounts receivable
as of December 31, 2017 were not billed as of December 31, 2017 because you needed to receive full acceptance from ten national
government bureaus and from the local government. Using language which is similar to that provided in your prior responses, please
revise to more fully disclose your contract billing terms and the multiple levels of acceptances and the additional performance
from the Company that may be required to bill the final contract amount upon completion of the project.

Response:
In response to the Staff’s comment we have revised the following disclosure on page 54:

Most of large contracts
are government related customized application development service contracts. The Company enters into fixed-fee arrangements
in standard multiple-phase customized application development service contracts with government related agencies and
state-owned companies. The billing term can vary depending on each specific project. Generally speaking, the Company bills
the customer 20% to 30% of total fee upon signing the contract, 20% to 30% of total fee upon completion of developing,
implementing and testing the customized applications and the remaining 30% to 50% of total fee is billed after the customer
internally approves the project and signs off the acceptance form. The Company does not specify the payment term in all
contracts with customers, but, in practice, the Company’s billing term with customers are generally within 90 days. For
these large government related customized application development service contracts, the government’s acceptance and
payment process requires multiple levels of government officials’ approvals, including but not limited to approvals
from ten national government bureaus at national level then final approval from local government level. The timing of
receiving the final approval and payment might be longer than the Company’s expectation. The billing terms are
typically agreed by the parties at the inception of the contract, not subsequently negotiated or modified.  In
most cases, the Company are entitled to payments for the work performed and such payment are not conditioned on the final
acceptance by our customer while under certain contracts with government related agencies and stated-owned companies,
customer acceptance is a condition to final payments. Nevertheless, in practice, the Company tends to satisfy
customers and is willing to perform additional work to receive a final acceptance from customers. Additional performance is
considered inconsequential or perfunctory, because the Company always implements the customized applications at the
customers’ sites and complete the testing prior to the customers’ acceptance. From past experience, the Company
has never received rejections from its customers.

The Company assesses that its
government customers, consisting of government related agencies and state owned companies, generally have good credit-worthiness
and believes that these customers have intention and ability to fulfill the payment obligation at the point of revenue recognition.
From past experience, the Company has never experienced any significant losses on collection nor experienced any significant bad
debts from these customers.

As
of December 31, 2017, four major customers accounted for in total of 58.9% of the Company’s accounts receivable and 59.4%
of unbilled accounts receivable balances. The aggregated revenues from these customers represented 45.6% of total revenue in fiscal
2017. In fiscal 2017, revenue recognized from three of these four customers are related to new application development service
contracts entered in fiscal 2017 with percentage completion progress of 87.5%, 92.8% and 100% as of December 31, 2017, respectively.
Revenue recognized from one customer is related to a 2016 contract with percentage completion of 92.3% and 58.9% as of December
31, 2017 and 2016, respectively. As of June 30, 2018, two customers accounted for in total of 29.3% of the Company’s accounts
receivable and 33.2% of unbilled accounts receivable balances. The aggregated revenues from these customers represented 5.1% of
total revenue for the six months ended June 30, 2018 due to major progress on the project have been achieved in fiscal 2017. The
significant unbilled accounts receivable due from these four customers were not billed in fiscal 2017 was because the related
customers did not sign off on the customer acceptance forms as of December 31, 2017, even though these contracts were substantially
completed. As of December 31, 2018, for customer A, we received acceptance from ten national government bureaus for its related
projects which is in full acceptance required at the national government level, but are anticipating for the final acceptance
from the local government which is expected to be received during the first quarter of 2019. For customer B, we received full
acceptance from ten national government bureaus but are anticipating for the final acceptance from the local government which
was deferred to fiscal 2019. For customer C, we received full acceptance from ten national government bureaus but are anticipating
for the final acceptance from the local government which is expected to be received during the first quarter of 2019. For customer
D, we received full acceptance from ten national government bureaus and the final acceptance from the local government. These
unbilled receivables will be fully billed and collected prior to the end of the first quarter of 2019.

    3

Notes
to Consolidated Financial Statements

Note
2 - Summary of Significant Accounting Policies

Revenue
Recognition, page F-12

    4.
    We
    note your response to comment 9. Please disclose your typical payment terms with customers (i.e., 30 days, 60 days). Tell
    us when the amounts included in your accounts receivable balance as of December 31, 2017 were actually collected in relation
    to the negotiated payment terms. In addition, please tell us if there are any penalties for late payment.

Response:
The Company respectfully advises the Staff that the Company does not specify the payment term in all contracts with customers,
but, in practice, the Company’s typical payment terms with customers are within 90 days. There are no penalties for late
payment. As of December 31, 2017, the past due balance was $405,565, of which, $123,144 was collected subsequently. One government
related customer with balance of $269,140 in the past due balance as of December 31, 2017 are confirmed to repay the balance by
March 31, 2019.

We
thank the Staff for its review of the foregoing. If you have further comments, we ask that you forward them by electronic mail
to our counsel, Arila Zhou at azhou@htflawyers.com or by telephone at 212-530-2207.

    Very
    truly yours,

    /s/
    Ban Lor

    Ban
                                         Lor

        CEO

    cc:
    Hunter
    Taubman Fischer & Li LLC

    4

December 21, 2018
Ban Lor
Chief Executive Officer
Powerbridge Technologies Co., Ltd.
1st Floor, Building D2, Southern Software Park
Tangjia Bay, Zhuhai, Guangdong 519080, China
Re:Powerbridge Technologies Co., Ltd.
Amendment No. 2 to
Draft Registration Statement on Form F-1
Submitted December 10, 2018
CIK No. 0001754323
Dear Mr. Lor:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 2 to Draft Registration Statement on Form F-1
Management's Discussion and Analysis of Financial Condition and Results of Operations
Liquidity and Capital Resources, page 53
1.Please revise your aging of accounts receivable to separately show the amount of current
accounts receivable (i.e. within payment terms).
2.We note from your aging of accounts receivable that approximately 55% of your accounts
receivable as of June 30, 2018 was more than 90 days past due.  As part of your
discussion of liquidity, please disclose the amount of accounts receivable as of June 30,
2018 that was subsequently collected through the most recent practicable date.  In

 FirstName LastNameBan Lor
 Comapany NamePowerbridge Technologies Co., Ltd.
 December 21, 2018 Page 2
 FirstName LastName
Ban Lor
Powerbridge Technologies Co., Ltd.
December 21, 2018
Page 2
addition, please update your December 31, 2017 accounts receivable collection
disclosures to reflect the amounts collected through the most recent practicable date.
3.Your response to comment 9 states that generally you bill customers “20% to 30% of total
fee upon signing the contract, 20% to 30% of total fee upon completion of developing,
implementing and testing the customized applications and the remaining 30% to 50% of
total fee is billed after the customer internally approves the project and signs off the
acceptance form.”  We also note from your response to comment 11 that your four major
government customers representing 59.4% of unbilled accounts receivable as of
December 31, 2017 were not billed as of December 31, 2017 because you needed to
receive full acceptance from ten national government bureaus and from the local
government.  Using language which is similar to that provided in your prior responses,
please revise to more fully disclose your contract billing terms and the multiple levels of
acceptances and the additional performance from the Company that may be required to
bill the final contract amount upon completion of the project.
Notes to Consolidated Financial Statements
Note 2 - Summary of Significant Accounting Policies
Revenue Recognition, page F-12
4.We note your response to comment 9.  Please disclose your typical payment terms with
customers (i.e., 30 days, 60 days).  Tell us when the amounts included in your accounts
receivable balance as of December 31, 2017 were actually collected in relation to the
negotiated payment terms.  In addition, please tell us if there are any penalties for late
payment.
            You may contact Diane Fritz, Staff Accountant, at 202-551-3331 or Melissa Walsh, Staff
Accountant, at 202-551-3224 if you have questions regarding comments on the financial
statements and related matters.  Please contact Donald Field, Attorney-Advisor, at 202-551-3680
or Dietrich King, Attorney-Advisor, at 202-551-8071 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Information Technologies
and Services

November 27, 2018
Ban Lor
Chief Executive Officer
Powerbridge Technologies Co., Ltd.
1st Floor, Building D2, Southern Software Park
Tangjia Bay, Zhuhai, Guangdong 519080, China
Re:Powerbridge Technologies Co., Ltd.
Amendment No. 1 to
Draft Registration Statement on Form F-1
Submitted November 6, 2018
CIK No. 0001754323
Dear Mr. Lor:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 1 to Draft Registration Statement on Form F-1
Our Business, page 1
1.We note your response to comment 4.  We note you have disclosed the percentage of total
revenue that each source contributed for fiscal 2017 and 2016.  Please disclose
comparable information for the six months ended June 30, 2018 and 2017.

 FirstName LastNameBan Lor
 Comapany NamePowerbridge Technologies Co., Ltd.
 November 27, 2018 Page 2
 FirstName LastNameBan Lor
Powerbridge Technologies Co., Ltd.
November 27, 2018
Page 2
2.We note your response to comment 5.  Please tell us how you are defining and calculating
"historically accumulated" customers for purposes of your disclosure and revise your
disclosure as necessary to reconcile how, on the one hand, you had 692 revenue-
generating logistics customers for the fiscal year ended December 31, 2016 and 627 for
the fiscal year ended December 31, 2017, but on the other hand, you had accumulated
only 270 logistics customers as of the date of the prospectus.
3.Please revise the second to last paragraph discussing revenue generating customers to
provide comparable information for the six months ended June 30, 2018.  Please also
balance your disclosure by clarifying that a significant portion of your revenue comes
from a small number of major customers, and please describe the categories of such major
customers so that investors can appreciate the significance of the disclosed customer data.

Use of Proceeds, page 39
4.We note your response to comment 10.  Please revise the fifth paragraph to quantify the
estimated net proceeds that may be loaned or contributed to your PRC subsidiary without
additional registration or approval.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Liquidity and Capital Resources, page 53
5.We note your revised disclosure on page 54 in response to comment 12.  Please address
the following:

•Please revise to disclose the portion of your accounts payable balance that relates to
suppliers whose payments are due when you receive payments from your customers;
•Explain why suppliers would agree to payment terms based on when you receive
payments from your customers, considering the length of your contracts and the
complicated government approval process for payments.  Tell us your obligation to the
extent you do not receive payment from your customers.  Also, tell us whether your
obligation to pay your suppliers is dependent on the acceptance by your customer;
and
•Please clarify the disclosure that you have never entered into any long-term financing
arrangement with your suppliers.  In this regard, we note that your application
development services may extend over a period of time up to three years and a
significant portion is billed to your customers in the last phase upon completion of the
project.

 FirstName LastNameBan Lor
 Comapany NamePowerbridge Technologies Co., Ltd.
 November 27, 2018 Page 3
 FirstName LastNameBan Lor
Powerbridge Technologies Co., Ltd.
November 27, 2018
Page 3
6.We note your response to comment 13 that you do not believe an aging analysis is
necessary because the unbilled accounts receivable represent a significant portion of the
accounts receivable balance.  Provide us with and tell us how you considered disclosure of
an aging analysis of billed accounts receivable as of each balance sheet date to highlight
any trends and uncertainties with respect to liquidity.  Please include in your analysis the
amount of unbilled accounts receivable related to contracts where the customer is past due
on their billed accounts receivable.
7.In your response to comment 17, you indicate that it could take extra time for your
customers to pay off receivables balances due to the complicated government approval
process for payments.  You also note that by increasing communication with your
customer and improved collections efforts, you believe you will be able to successfully
collect the balances.  Please revise your discussion of liquidity to provide further insight
into these material trends and their impact on your accounts receivables for each period
presented.  Also, please discuss the complicated government approval process for
payments in the related risk factor at the top of page 14.
Note 2 - Summary of Significant Accounting Policies
Revenue Recognition, page F-12
8.You indicate in response to comment 18 that your arrangements do not fall within the
scope of software revenue recognition guidance of ASC 985-605.  Explain the nature of
your application development services, and tell us how you considered the guidance in
ASC 985-605-15-3(e) indicating that arrangements to deliver a software system, either
alone or together with other products or services that require significant production,
modification or customization of software are within the scope of ASC 985-605.  In this
regard, we note that you are a provider of software application and technology solutions
and services that are built from your multiple proprietary technology platforms, including
the Powerbridge System Platform, from which you generate your application development
services revenue.  Clarify whether the application you deliver as part of your application
development services is a software system.
9.We note your response to comment 17.  For your customer arrangements that are billed in
phases, please disclose your typical payment terms for both amounts billed during the
contract term and amounts billed upon contract completion.  In addition, please address
the following in relation to your assessment that collectability is reasonably assured and
the fee is fixed or determinable:

•Tell us whether your right to payment is dependent on the customer acceptance
provisions;

•Tell us whether, and if so, how, the complicated government approval process is
initially considered in your negotiated payment terms;

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 Comapany NamePowerbridge Technologies Co., Ltd.
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Powerbridge Technologies Co., Ltd.
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Page 4
•Tell us whether you have subsequently modified the negotiated payment provisions,
for example, as a result of the complicated government approval process;

•Explain how the typical payments terms result in most of your collections completed
in the second half of the year, as noted from your disclosure in the last paragraph on
page 53; and

•Tell us when the amounts included in your accounts receivable balance as of
December 31, 2017 were actually collected in relation to the negotiated payment
terms.
10.We note your revised disclosure in response to comment 16 indicating that your contracts
contain negotiated billing terms which generally include multiple payment phases
throughout the contract term and a significant portion of the contract amount usually is
billed upon the completion of the related projects.  Explain why the billing terms were
negotiated in this manner.  As part of your response, tell us whether the billing terms
indicate that the final act of completing the project is so significant in relation to the
overall transaction that the transfer of value to the customer only takes place when the
final act is completed and the completed performance model should be used to recognize
revenue.  In this regard, we note that a significant portion of the contract amount usually
does not become billable until completion and customer acceptance is generally required
upon delivery of application development services.
11.You indicate on page 55, in response to comment 12, that 59.4% of unbilled accounts
receivable were due from four major customers with contracts that were substantially or
fully completed as of December 31, 2017.  Tell us more specifically why these amounts
had not been billed as of December 31, 2017, considering that your customers generally
agreed to pay in multiple phases throughout the contract term and a significant portion of
the contract amount is billed in the last phase upon completion of the related project.
Notes to Consolidated Financial Statements
Note 3 - Accounts receivable, net, page F-21
12.We note your response to comment 19 that all of your billed and unbilled receivables are
expected to be billed and collected within one year.  We also note from your disclosure on
page 55 that your accounts receivable turnover was 329 days for the six months ended
June 30, 2018 and only 70% of your unbilled accounts receivable balance as of December
31, 2017 were collected or confirmed to be collected prior to December 31, 2018.  Tell us
how you have concluded that both your billed and unbilled receivables will be billed and
collected within one year.

 FirstName LastNameBan Lor
 Comapany NamePowerbridge Technologies Co., Ltd.
 November 27, 2018 Page 5
 FirstName LastName
Ban Lor
Powerbridge Technologies Co., Ltd.
November 27, 2018
Page 5

            You may contact Diane Fritz, Staff Accountant, at 202-551-3331 or Melissa Walsh, Staff
Accountant, at 202-551-3224 if you have questions regarding comments on the financial
statements and related matters.  Please contact Donald Field, Attorney-Advisor, at 202-551-3680
or Dietrich King, Attorney-Advisor, at 202-551-8071 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Information Technologies
and Services

October 23, 2018
Ban Lor
Chief Executive Officer
Powerbridge Technologies Co., Ltd.
1ST Floor, Building D2, Southern Software Park
Tangjia Bay, Zhuhai, Guangdong 519080, China
Re:Powerbridge Technologies Co., Ltd.
Draft Registration Statement on Form F-1
Submitted September 26, 2018
CIK No. 0001754323
Dear Mr. Lor:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form F-1
Cover Page
1.Please revise the registration statement cover page to include the information required
by Form F-1 for your agent for service.
2.Please add to the registration statement cover page the delaying amendment legend
required by Item 501 of Regulation S-K and remove the legend from the prospectus cover
page.

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 Comapany NamePowerbridge Technologies Co., Ltd.
 October 23, 2018 Page 2
 FirstName LastNameBan Lor
Powerbridge Technologies Co., Ltd.
October 23, 2018
Page 2
Our Business, page 1
3.We note your disclosure in the eighth paragraph that you intend to roll-out your
Powerbridge BaaS Services in the first quarter of fiscal 2019.  We also note your
disclosure elsewhere in the prospectus that this will be a pilot program introduced on a
limited basis to select customers.  Please revise the prospectus summary to disclose this
additional information.
4.For each of the three sources of revenue that you identify on the bottom of page 2, please
disclose the percentage of your total revenue that each source contributes.
5.We note your disclosure in the last paragraph that you have a "total of 3,470 corporate and
government customers."  We also note your disclosure on page 74 that this number
represents "accumulated" customers and not necessarily the number of revenue generating
customers in the most recently completed fiscal year.  Please revise the disclosure here
and throughout the prospectus to clarify this metric.  In this regard, please include enough
information so investors can clearly understand if this number represents current
customers, historic customers, revenue generating customers or some combination of the
aforementioned groups.
Our Growth Strategy, page 4
6.Please disclose the actions you plan to take in order to “continually increase revenue”
from your existing customers.
Our Corporate Structure, page 6
7.Please tell us how your corporate structure complies with Chinese foreign investment laws
and regulations, such as restrictions on foreign ownership.  In this regard, we note your
disclosure beginning on page 84 regarding government regulation.
Emerging Growth Company Status , page 7
8.We note that, as an emerging growth company under the JOBS Act, you have elected to
use the extended transition period for complying with new or revised accounting standards
under Section 7(a)(2)(B) of the Securities Act.  Please revise to include a risk factor
disclosing this election and that, as a result of this election, your financial statements may
not be comparable to companies that comply with public company effective dates.
Use of Proceeds, page 37
9.Please revise to quantify the net proceeds if the overallotment option is exercised in full.

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 FirstName LastNameBan Lor
Powerbridge Technologies Co., Ltd.
October 23, 2018
Page 3
10.Please refer to the second to last paragraph of this section.  Please quantify the estimated
net proceeds which may be loaned or contributed to your PRC subsidiaries without
additional registration or approval.  To the extent you will be required to obtain additional
approvals to loan or contribute the proceeds of this offering, please discuss the anticipated
time frame for receipt of and the likelihood you will obtain the necessary approvals.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Liquidity and Capital Resources, page 47
11.We note your disclosures in your dividend policy on page 37 regarding the statutory
reserve requirements for your subsidiaries.  Please revise your disclosure here to include a
discussion of these reserve requirements and of their potential impact on your liquidity.
Refer to Item 5.B.1(b) of Form 20-F.
12.Please expand your analysis of operating cash flows to include an explanation for your
increase in accounts payable, including any significant changes related to the timing of
your payments or supplier terms.  Describe the terms and levels of any significant
financing arrangements provided by your suppliers.  Refer to Item 5.B.1 of Form 20-F and
Section III.C of SEC Release No. 33-6835.
13.We note the significant increase in your accounts receivable turnover in days from 64
days in fiscal 2016 to 154 days in fiscal 2017.  Please disclose the factors that led to
slower collections during this period.  Also, please elaborate on the correlation between
the significant increase in accounts receivable and the increase in contract volume and
contract progress for certain large contracts, considering the percentage change in
revenue.  In addition, please provide us with and tell us how you considered disclosure of
an aging analysis of accounts receivable as of each balance sheet date to highlight any
trends and uncertainties with respect to liquidity.
Material PRC Income Tax Considerations, page 103
14.Please revise your discussion of PRC tax consequences here and in your risk factor
disclosure on page 30 to emphasize, if true, the potential personal liability investors could
have for paying PRC income tax in certain circumstances.
Notes to Consolidated Financial Statements, page F-7
15.We note your dividend policy disclosure on page 37 describes restrictions which limit the
payment of dividends.  Please revise to provide the footnote disclosures outlined in Rule
4-08(e) of Regulation S-X.  We note that pursuant to PRC regulations each of your
subsidiaries in China is required to set aside at least 10% of its after-tax profits each year,
if any, to fund a statutory reserve funds until the accumulative amount of such funds
reaches 50% of its registered capital.  Please tell us where the statutory reserve is
presented in your financial statements.  Also, revise to include a footnote to separately
disclose for each subsidiary the registered capital, the amount of after-tax profits set aside

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 October 23, 2018 Page 4
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for each year presented, and the funded status of the statutory reserve as of each balance
sheet date.  In addition, if applicable, please revise to include the Schedule I information
required by Rule 5-04 of Regulation S-X.
Note 2 - Summary of Significant Accounting Policies
Revenue Recognition, page F-12
16.We note from your disclosure on page F-21 that as of December 31, 2017, your unbilled
accounts receivable increased to $8.5 million, representing 39% of total revenues for the
year.  Please disclose when you expect these amounts to be billed and collected from
customers.  In this regard, we note your disclosure that you have the enforceable right on
payments for the work performed.  Expand your revenue recognition policy disclosure to
describe the billing contract terms associated with your fixed fee projects.
17.We note from your disclosure on page 48 that as of August 27, 2018, $2.9 million or 64%
of your $4.6 million billed accounts receivable balance as of December 31, 2017 was
collected.  Please describe the payment terms for those arrangements for which you have
not collected the full amount for the services billed.  Please tell us how the payment terms
compare to payment terms normally provided, as well as any concessions provided to
these customers.  To the extent your arrangements include extended payment terms or
concessions, tell us what impact this has on your ability to make reasonably dependable
estimates of total contract revenue in your application of the percentage-of-completion
method of contract accounting.  Refer to ASC 605-35-25-57.
18.We note that your application development service contracts include post-contract
customer support (“PCS”) for a period of three months to three years.  Please clarify the
nature of the services included in the specified PCS and the unspecified PCS.  Please tell
us and revise your filing to clarify your accounting for PCS included in these contracts,
including whether or not you have established vendor-specific objective evidence of fair
value (“VSOE") for your PCS.  To the extent you do not have VSOE for specified and/or
unspecified PCS, explain how you recognize revenue for the entire arrangement.
Note 3 – Accounts Receivable, page F-21
19.Please revise to disclose the amount of billed and unbilled accounts receivable that are
expected to be collected after one year.  We refer you to Item 5.02(3)(c)(4) of Regulation
S-X.

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Ban Lor
Powerbridge Technologies Co., Ltd.
October 23, 2018
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General
20.Please provide us with copies of all written communications, as defined in Rule 405 under
the Securities Act, that you, or anyone authorized to do so on your behalf, present to
potential investors in reliance on Section 5(d) of the Securities Act, whether or not they
retain copies of the communications.
21.Please provide us with copies of any graphical materials or artwork you intend to use in
your prospectus.  Upon review of such materials, we may have further comments.  For
guidance, refer to Question 101.02 of the Securities Act Forms Compliance and
Disclosure Interpretations.
            You may contact Diane Fritz, Staff Accountant, at 202-551-3331 or Melissa Walsh, Staff
Accountant, at 202-551-3224 if you have questions regarding comments on the financial
statements and related matters.  Please contact Donald Field, Attorney-Advisor, at 202-551-3680
or Dietrich King, Attorney-Advisor, at 202-551-8071 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Information Technologies
and Services