United States securities and exchange commission logo





                             September 19, 2022

       Xuesong Song
       Chief Executive Officer
       Luokung Technology Corp.
       B9-8, Block B, SOHO Phase II, No. 9, Guanghua Road
       Chaoyang District, Beijing
       People   s Republic of China, 100020

                                                        Re: Luokung Technology
Corp.
                                                            Form 20-F for the
Fiscal Year Ended December 31, 2021
                                                            File No. 001-34738

       Dear Mr. Song:

              We have reviewed your filing 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 these comments 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
       comments apply to your facts and circumstances, please tell us why in
your response.

                                                        After reviewing your
response to these comments, we may have additional comments.

       Form 20-F for the Fiscal Year Ended December 31, 2021

       Cover Page

   1.                                                   Please revise your
definition of "China" or the "PRC" to remove the exclusion of Hong
                                                        Kong and Macau from
this definition.
       Item 3. Key Information, page 1

   2.                                                   Please disclose
prominently at the onset of Part I or in Item 3. Key Information that you
                                                        are not a Chinese
operating company but a British Virgin Islands holding company with
                                                        operations conducted by
your subsidiaries and through contractual arrangements with a
                                                        variable interest
entity (VIE) based in China and that this structure involves unique risks
                                                        to investors. If true,
disclose that these contracts have not been tested in court. Explain
                                                        whether the VIE
structure is used to provide investors with exposure to foreign investment
                                                        in China-based
companies where Chinese law prohibits direct foreign investment in the
                                                        operating companies,
and disclose that investors may never hold equity interests in the
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FirstName LastNameXuesong
Luokung Technology  Corp. Song
Comapany 19,
September NameLuokung
              2022       Technology Corp.
September
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         Chinese operating company. Your disclosure should acknowledge that
Chinese regulatory
         authorities could disallow this structure, which would likely result
in a material change in
         your operations and/or a material change in the value of the
securities you have listed,
         including that it could cause the value of such securities to
significantly decline or become
         worthless. Provide a cross-reference to your detailed discussion of
risks facing the
         company as a result of this structure.
3.       Provide prominent disclosure about the legal and operational risks
associated with being
         based in or having the majority of the company   s operations in
China. Your disclosure
         should make clear whether these risks could result in a material
change in your operations
         and/or the value of the securities you have listed or could
significantly limit or completely
         hinder your ability to offer or continue to offer securities to
investors and cause the value
         of such securities to significantly decline or be worthless. Your
disclosure should address
         how recent statements and regulatory actions by China   s government,
such as those
         related to the use of variable interest entities and data security or
anti-monopoly concerns,
         have or may impact the company   s ability to conduct its business,
accept foreign
         investments, or list on a U.S. or other foreign exchange. Please
disclose here whether your
         auditor is subject to the determinations announced by the PCAOB on
December 16, 2021
         and whether and how the Holding Foreign Companies Accountable Act and
related
         regulations will affect your company.
4.       We note the diagram of corporate structure on page 43. Disclose
clearly in the beginning
         of the document that the company uses a structure that involves a VIE
based in China and
         what that entails, and provide early in the document a diagram of the
company   s corporate
         structure, identifying the person or entity that owns the equity in
each depicted entity.
         Describe all contracts and arrangements through which you claim to
have economic rights
         and exercise control that results in consolidation of the VIE   s
operations and financial
         results into your financial statements. Identify clearly the entity in
which investors are
         purchasing their interest and the entity(ies) in which the company   s
operations are
         conducted. Describe the relevant contractual agreements between the
entities and how this
         type of corporate structure may affect investors and the value of
their investment,
         including how and why the contractual arrangements may be less
effective than equity
         ownership and that the company may incur substantial costs to enforce
the terms of the
         arrangements. Disclose the uncertainties regarding the status of the
rights of the British
         Virgin Islands holding company with respect to its contractual
arrangements with the VIE,
         its founders and owners, and the challenges the company may face
enforcing these
         contractual agreements due to legal uncertainties and jurisdictional
limits.
5.       We note your disclosure that the British Virgin Islands holding
company controls and
         receives the economic benefits of the VIE   s business operations
through contractual
         agreements between the VIE and your Wholly Foreign-Owned Enterprise
(WFOE) and
         that those agreements are designed to provide your WFOE with the
power, rights, and
         obligations equivalent in all material respects to those it would
possess as the principal
         equity holder of the VIE. We also note your disclosure that the
British Virgin Islands
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FirstName LastNameXuesong
Luokung Technology  Corp. Song
Comapany 19,
September NameLuokung
              2022       Technology Corp.
September
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         holding company is the primary beneficiary of the VIE. However,
neither the investors in
         the holding company nor the holding company itself have an equity
ownership in, direct
         foreign investment in, or control of, through such ownership or
investment, the VIE.
         Accordingly, please refrain from implying that the contractual
agreements are equivalent
         to equity ownership in the business of the VIE. Any references to
control or benefits that
         accrue to you because of the VIE should be limited to a clear
description of the conditions
         you have satisfied for consolidation of the VIE under U.S. GAAP.
Additionally, your
         disclosure should clarify that you are the primary beneficiary of the
VIE for accounting
         purposes. Please also disclose, if true, that the VIE agreements have
not been tested in a
         court of law.
6.       Include a summary of risk factors at the onset of Part I, and in such
summary of risk
         factors, disclose the risks that your corporate structure and being
based in or having the
         majority of the company   s operations in China poses to investors. In
particular, describe
         the significant regulatory, liquidity, and enforcement risks with
cross-references to the
         more detailed discussion of these risks in the prospectus. For
example, specifically discuss
         risks arising from the legal system in China, including risks and
uncertainties regarding
         the enforcement of laws and that rules and regulations in China can
change quickly with
         little advance notice; and the risk that the Chinese government may
intervene or influence
         your operations at any time, or may exert more control over offerings
conducted overseas
         and/or foreign investment in China-based issuers, which could result
in a material change
         in your operations and/or the value of the securities you have listed.
Acknowledge any
         risks that any actions by the Chinese government to exert more
oversight and control over
         offerings that are conducted overseas and/or foreign investment in
China-based issuers
         could significantly limit or completely hinder your ability to offer
or continue to offer
         securities to investors and cause the value of such securities to
significantly decline or be
         worthless.
7.       Disclose each permission or approval that you, your subsidiaries, or
the VIEs are required
         to obtain from Chinese authorities to operate your business and to
offer securities to
         foreign investors. State whether you, your subsidiaries, or VIEs are
covered by
         permissions requirements from the China Securities Regulatory
Commission (CSRC),
         Cyberspace Administration of China (CAC) or any other governmental
agency that is
         required to approve the VIE   s operations, and state affirmatively
whether you have
         received all requisite permissions or approvals and whether any
permissions or approvals
         have been denied. Please also describe the consequences to you and
your investors if you,
         your subsidiaries, or the VIEs: (i) do not receive or maintain such
permissions or
         approvals, (ii) inadvertently conclude that such permissions or
approvals are not required,
         or (iii) applicable laws, regulations, or interpretations change and
you are required to
         obtain such permissions or approvals in the future.
8.       Disclose that trading in your securities may be prohibited under the
Holding Foreign
         Companies Accountable Act if the PCAOB determines that it cannot
inspect or investigate
         completely your auditor, and that as a result an exchange may
determine to delist your
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FirstName LastNameXuesong
Luokung Technology  Corp. Song
Comapany 19,
September NameLuokung
              2022       Technology Corp.
September
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FirstName LastName
         securities. Disclose whether your auditor is subject to the
determinations announced by
         the PCAOB on December 16, 2021.
9.       Revise to include a factual discussion of the recent agreement between
the PCAOB and
         the China Securities Regulatory Commission and China   s Ministry of
Finance regarding
         cooperation in the oversight of PCAOB-registered public accounting
firms in China and
         Hong Kong.
Item 3. Key Information
D. Risk Factors
Risks Related to Doing Business in China, page 8

10.      Given the Chinese government   s significant oversight and discretion
over the conduct of
         your business, please revise to highlight separately the risk that the
Chinese government
         may intervene or influence your operations at any time, which could
result in a material
         change in your operations and/or the value of the securities you have
listed. Also, given
         recent statements by the Chinese government indicating an intent to
exert more oversight
         and control over offerings that are conducted overseas and/or foreign
investment in China-
         based issuers, acknowledge the risk that any such action could
significantly limit or
         completely hinder your ability to offer or continue to offer
securities to investors and
         cause the value of such securities to significantly decline or be
worthless.
C. Organizational Structure
Consolidating Statements of Income Information, Consolidating Balance Sheets
Information and
Consolidating Cash Flows information, page 44

11.      Please revise the Consolidating Information to include separate line
items for
         intercompany receivables and investment in subsidiaries. In this
regard, amounts
         representing an interest in the VIE should be reported as a
receivable. Also, disaggregate
         the WFOEs that are the primary beneficiary of the VIEs from the Parent
and other entities
         that are consolidated. The objective of this disclosure is to allow an
investor to evaluate
         the nature of assets held by, and the operations of, entities apart
from the VIE, as well as
         the nature and amounts associated with intercompany transactions. Any
intercompany
         amounts should be presented on a gross basis and when necessary,
additional disclosure
         about such amounts should be included in order to make the information
presented not
         misleading.
Cash Flows through Our Organization, page 48

12.      Please revise to provide a more detailed, clear description of how
cash is transferred
         through your organization. Disclose your intentions to distribute
earnings or settle
         amounts owed under the VIE agreements. State whether any transfers,
dividends or
         distributions have been made to date between the holding company, its
subsidiaries, and
         consolidated VIEs, or to investors, and quantify any cash flows or
transfers of other assets
         by type that have occurred, and direction of transfer. Quantify any
dividends or
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FirstName LastNameXuesong
Luokung Technology  Corp. Song
Comapany 19,
September NameLuokung
              2022       Technology Corp.
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         distributions that a subsidiary or consolidated VIE have made to the
holding company and
         which entity made such transfer, and their tax consequences. Similarly
quantify dividends
         and distributions made to U.S. investors, the source, and their tax
consequences. Your
         disclosure should make clear if no transfers, dividends, or
distributions have been made to
         date. Provide cross-references to the condensed consolidating schedule
and the
         consolidated financial statements.
Item 5. Operating and Financial Review and Prospects
Overview, page 49

13.      Refer to the disclosure of the Saleya acquisition in 2021 for an
aggregate purchase price in
         excess of $120 million. Please expand the discussion of operations for
2021 compared to
         2020 to address the changes from period to period due to the
acquisition of Saleya,
         including quantification of the extent of period to period changes
related to the operations
         acquired in the Saleya transaction.
Results of operations for the fiscal year ended December 31, 2021 compared to
the fiscal year
ended December 31, 2020, page 50

14.      We note in your discussion of fiscal 2019 and 2020 on page 54 that you
include in your
         disclosure revenues by type, i.e. advertising, license and technology
services. Please
         expand the discussion of 2020 and 2021 to include the amount of
revenues by type and
         expand both discussion of all periods presented to discuss changes
from period to period
         in revenues by type.
Income tax, page 53

15.      We note in disclosure on page F-30 that your valuation allowance in
2021 was no longer a
         full valuation allowance, resulting in a net deferred tax benefit.
Please expand the
         discussion to describe the factors you considered in recognizing an
income tax benefit in
         2021 despite continuing losses and your evaluation of the
recoverability of the net
         deferred tax asset of $7,383 million as of December 31, 2021. Please
expand the
         disclosure in Note 4 on page F-30 accordingly.
B. Liquidity and Capital Resources, page 61

16.      We note on page F-32 that your advances to business partners increased
from $7.3 million
         to $25.5 million from 2020 to 2021. Please expand your discussion of
liquidity to address
         this increase in relation to your liquidity.
17.      It appears from the disclosure on page F-31 that you recorded within
general and
         administrative expenses a decrease in the allowance for credit losses
on your accounts
         receivable from $7.9 million in 2020 to only $235,464 in 2021. Please
discuss in
         MD&A the decrease in greater detail, including events or changes in
assumptions from
         period to period.
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FirstName LastNameXuesong
Luokung Technology  Corp. Song
Comapany 19,
September NameLuokung
              2022       Technology Corp.
September
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Financial Statements
Note 1 - Description of Business and Organization, page F-15

18.      We note on page F-17 that several consolidated subsidiaries in which
you hold less than
         50% ownership are consolidated because you control these entities
through the
         cooperation of a 10% shareholder who votes consistent with the
Company's wishes.
         Please expand the disclosure in Note (2) to the subsidiary listing on
page F-17 to state
         whether there are formal cooperation agreements in place that compel
the shareholder to
         vote with the Company and absent such formal cooperation agreements,
the basis for your
         conclusion that such cooperation is sufficient to permit
consolidation.
Principals of consolidation, page F-18

19.      Refer to your description of exclusive business cooperation agreements
on page F-20. We
         note that the service fee EMG pays to the WFOE is 20% of EMG's annual
income and
         that Botbrain pays a service fee that is reasonably determined by such
WFOE based on
         certain factors. Please expand the disclosure to include greater
detail of the service fees
         that support your conclusion that the WFOE is the primary beneficiary.
Please expand the
         disclosure on page 48 accordingly.
Revenue recognition, page F-23

20.      Please expand the accounting policy to separately describe the basis
for recognizing
         software license revenue from perpetual license fees, term license
fees, and royalties, at
         the point in time when the right to use the software is provided to
customers. Specifically
         address any updating requirements for perpetual licenses and the
methodology used for
         computing royalties, if royalties are also recognized at a point in
time, and the reason
         royalty revenue is not recognized over time. Please expand your
discussion of revenue
         recognition on pages 50 and 51 accordingly.
Note 3 - Business Combinations, page F-28

21.      We note that you completed the acquisition of Saleya on March 17, 2021
for purchase
         consideration of $122,628,111, which is significant to total assets as
of December 31,
         2020 of $129,182,874. Please provide all financial statements for
Saleya required
         pursuant to Rule 3-05 of Regulation S-X.
Note 10 - Accrued liabilities and other payables, page F-35

22.      We note that on 11/13/2019, you entered into a Share Subscription
Agreement with Geely
         Technology Group in which you issued 21,794,872 Series A preferred
shares at a
         purchase price of $1.95 per share for an aggregate purchase price of
$42,500,000. We
         also note that the agreement recognized $32,910,257 as a loan. Please
expand the
         disclosure to include a detailed description of the accounting for the
preferred share
         issuances and loan and how the value of the preferred stock issued was
impacted by the
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FirstName LastNameXuesong
Luokung Technology  Corp. Song
Comapany 19,
September NameLuokung
              2022       Technology Corp.
September
Page 7    19, 2022 Page 7
FirstName LastName
         loan. Please revise the disclosure on pages 22 and 81 accordingly.
Note 13 - Share Capital, page F-37

23.      We note on page F-39 that as of December 31, 2020 and 2021 you had
21,794,872 Series
         A Preferred Shares issued and outstanding. We also note on page F-40
that the Series A
         Preferred Shares include the right of the holders, at the holder's
sole discretion, to require
         the redemption or repurchase in cash by the registrant of all or any
portion of the Series A
         Preferred Shares upon certain events, such as six months after the
closing date as defined
         in the share subscription agreement entered into between the
registrant and Geely
         Technology dated 13 November 2019 or within six months from the
closing date provided
         that the company has sufficient funds after completing the Proposed
Acquisition or other
         certain events described. Based on the terms, it appears that the
Series A Preferred Shares
         should be classified as mezzanine equity, at a minimum, after May 13,
2020 (i.e. in the
         balance sheets as of December 31, 2021 and 2020). Please revise or
tell us the basis for
         your belief that permanent equity classification is appropriate.
General

24.      We note that one or more of your officers or directors are located in
China. Please revise
         to include both risk factor disclosure as well as a separate
Enforceability section to
         address the difficulty of bringing actions against these individuals
and enforcing
         judgments against them.
25.      Clearly disclose how you will refer to the holding company,
subsidiaries, and VIEs 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. Refrain from using terms such as    we    or
our    when describing
         activities or functions of a VIE. For example, disclose, if true, that
your subsidiaries
         and/or the VIE conduct operations in China, that the VIE is
consolidated for accounting
         purposes but is not an entity in which you own equity, and that the
holding company does
         not conduct operations. Disclose clearly the entity (including the
domicile) in which
         investors are purchasing an interest.
        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 Claire DeLabar, Senior Staff Accountant, at (202)
551-3349 or Robert
Littlepage, Accounting Branch Chief, at (202) 551-3361 if you have questions
regarding
comments on the financial statements and related matters. Please contact
Alexandra Barone,
Staff Attorney, at (202) 551-8816 or Mitchell Austin, Staff Attorney, at (202)
551-3574 with any
other questions.
 Xuesong Song
Luokung Technology Corp.
September 19, 2022
Page 8

                                        Sincerely,
FirstName LastNameXuesong Song
                                        Division of Corporation Finance
Comapany NameLuokung Technology Corp.
                                        Office of Technology
September 19, 2022 Page 8
cc:       Elizabeth Fei Chen
FirstName LastName