United States securities and exchange commission logo
March 2, 2023
Yi Shao
Chief Executive Officer
Oriental Culture Holding LTD
Room 1402, Richmake Commercial Building
198-200 Queen s Road Central, Hong Kong
Re: Oriental Culture
Holding LTD
Amendment No. 3 to
Registration Statement on Form F-3
Filed February 9,
2023
File No. 333-262398
Dear Yi Shao:
We have reviewed your amended registration statement and have the
following
comment. In our comment, we may ask you to provide us with information
so we may better
understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to this comment, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our July
13, 2022 letter.
Amendment No. 3 to Registration Statement on Form F-3 Filed February 9,
2023
Risk Factors, page 15
1. We note your disclosure
that the Nan County Public Safety Bureau froze certain bank
accounts of the VIE's
subsidiaries as a result of an investigation. Please provide disclosure
addressing the risks
and impact of such accounts. In this regard, we note your disclosure
that "the business
operations of the Company have been materially and negatively
impacted" by the frozen
accounts.
Yi Shao
FirstName LastNameYi
Oriental Culture HoldingShao
LTD
Comapany
March NameOriental Culture Holding LTD
2, 2023
March2 2, 2023 Page 2
Page
FirstName LastName
You may contact Brian Fetterolf at 202-551-6613 or Jennifer L pez
Molina at 202-551-
3792 if you have any questions.
Sincerely,
Division of
Corporation Finance
Office of Trade &
Services
cc: Jeffrey Li