China-Based Issuers

Company response: The Company acknowledges the Staff’s comment and respectfully advises the Staff that the Company has revised the disclosure beginning on page 1 of the Form 10-K/A and beginning on page 4 of the Public Filing Form S-3 to address the legal and operational risks associated with having the Company’s revenue generating business in Hong Kong. Additionally, the Company has revised the disclosure beginning on page 13 of the Form 10-K/A to include risk factors related to doing business in Hong Kong. Please note that the Form 10-K/A is incorporated by reference into the Public Filing Form S-3. U.S. Securities and Exchange Commission Division of Corporation Finance Office of Technology If you should… response letter →

Company response: to the Staff’s comment, the Company will revise future filings, as applicable, to provide more specific and prominent disclosures about the legal and operational risks associated with China-based companies. To the extent the CBI Sample Letter requests disclosure on the prospectus cover page or in the prospectus summary, the Company will provide such disclosure in a separate section at the beginning of Item 3 of Form 20-F; in addition, the Company will include a discussion of the transfer of cash within the Company in Item 5 of Form 20-F. response letter →

Company response: to prior comment 3 does not address each of the comments in the Division of Corporation Finance’s Sample Letter to China-Based Companies issued December 2021 and July 2023. Please confirm that your revised disclosure will address all of the applicable disclosures in each of the 15 comments in the letter. In this regard, we understand that you do not have a VIE structure so those disclosures will not apply. Response: The Company confirms that its revised disclosures will address all applicable disclosure topics identified in the Division of Corporation Finance’s Sample Letter to China-Based Companies issued in December 2021 and July 2023, including the topics covered in each of the 15… response letter →

Company response: The Company proposes to add, in the forepart of future filings, tailored disclosures responsive to the Division of Corporation Finance's Sample Letter to China-Based Companies (December 2021), including as applicable to the Company: 1. A statement in the forepart disclosing clearly that the Company is not a Chinese or Hong Kong operating company but a U.S. holding company incorporated in the State of Nevada as a holding company with no material operations of its own; and that the Company conducts a substantial majority of its operations through its wholly owned operating entities established in the PRC and in Hong Kong, and not through a VIE structure. We will include risks to our… response letter →

Company response: The Company respectfully advises the Staff that after further review of the Form 10-Q, the Company has concluded the Gongfa transaction does not involve a variable interest entity (VIE). The reference in the Form 10-Q to a "VIE framework" was a mis-description. The Company acquired 100% of the issued and outstanding equity interests of Gongfa through Kuber Guangdong, and Gongfa became a wholly owned subsidiary of Kuber Guangdong. Accordingly, the Company proposes to remove all references to the "VIE framework" and any related VIE implications from its future filings, including in Note 1 and Note 11. Because the Company does not consolidate Gongfa through contractual arrangements intended to… response letter →

Company response: The Company refers the Staff to its response to Comment 5 contained herein concluding there is no VIE. response letter →

Company response: The Company refers the Staff to its response to Comment 5 contained herein concluding there is no VIE. response letter →

Company response: The Company acknowledges the Staff's comment. As noted above, the reference to a "VIE framework" was a mis-description, and the Company proposes to delete that language from its future filings. The Company is preparing an expanded ownership and relationship analysis describing the parties' ownership and relationships before and after the acquisition, and will revise Note 11 accordingly in its future filings. With respect to the accounting conclusion regarding common control under ASC 805-50-15-6, the Company is evaluating its accounting analysis and the related disclosure to ensure it reflects the definitive transaction documents and the applicable authoritative guidance. In the Company's… response letter →

Company response: The Company respectfully advises the Staff that it does not have any operation in Hong Kong and Macau. In light of this, the Company believes that laws and regulations in Hong Kong and Macau, including the regulatory actions related to data security or anti-monopoly concerns and regulations that may result in oversight over data security, do not have a material impact on its ability to conduct business, accept foreign investment, or list on a United States or foreign stock exchange. To the extent that the Company has material operations in Hong Kong and/or Macau in the future, the Company will provide additional disclosures regarding the applicable laws and regulations in Hong Kong and/or… response letter →

Company response: In response to the Staff’s comment, the Company respectfully undertakes to revise the relevant disclosure in its future Form 20-F filings as follows (with additions in underline showing the changes against the disclosure in the 2024 Form 20-F), subject to such updates and adjustments to be made in connection with any material developments of the subject matter being disclosed. 2 “ D. Risk Factors … Risks Related to Doing Business in China … The ADSs may be prohibited from being traded over the counter in the United States under the HFCAA if the SEC subsequently determines our audit work is performed by auditors that the PCAOB is unable to inspect or investigate completely. The prohibition… response letter →

Company response: In response to the Staff’s comment, the Company respectfully undertakes to revise the relevant disclosure in its future Form 20-F filings as follows (with deletions shown in strikethrough and additions in underline showing the changes against the disclosure in the 2024 Form 20-F), subject to such updates and adjustments to be made in connection with any material developments of the subject matter being disclosed. “ D. Risk Factors … Risks Related to Doing Business in China Changes in China’s economic, political or social conditions or government policies could have a material adverse effect on our business and operations. We generate substantially all of our revenues from our operations in… response letter →