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                               December 7, 2023

       Son Tam
       Chief Executive Officer
       Epsium Enterprise Ltd
       Alameda Dr. Carlos D   assumpcao
       Edf China Civil Plaza 235-243, 14 Andar P
       Macau, SAR China

                                                        Re: Epsium Enterprise
Ltd
                                                            Amendment No. 2 to
                                                            Draft Registration
Statement on Form F-1
                                                            Submitted November
22, 2023
                                                            CIK No. 0001883437

       Dear Son Tam:

            We have reviewed your amended draft registration statement and have
the following
       comments.

              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 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 the information you provide in response to this
letter and your amended
       draft registration statement or filed registration statement, we may
have additional comments.

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

       Cover page

   1.                                                   We note your revised
disclosure in response to comment 1 in our letter dated August 9,
                                                        2023. Please further
revise this disclosure to add that your company structure, which is
                                                        comprised of entities
in Macau and Hong Kong, involves unique risks to investors. In
                                                        addition, please
disclose that Chinese regulatory authorities could disallow your company
                                                        structure, which would
likely result in a material change in your operations and/or a
                                                        material change in the
value of the securities you are registering for sale, including that it
                                                        could cause the value
of such securities to significantly decline or become worthless.
 Son Tam
FirstName LastNameSon
Epsium Enterprise Ltd Tam
Comapany7,
December  NameEpsium
             2023       Enterprise Ltd
December
Page 2    7, 2023 Page 2
FirstName LastName
2.       We note your revised disclosure in response to comment 2 in our letter
dated August 9,
         2023. Please further revise your discussion in the eighth paragraph on
the cover page to
         disclose that the various legal and operational risks and
uncertainties could result in a
         material change in your operations and/or the value of the securities
you are registering
         for sale 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.
3.       We note your revised disclosure in response to comment 4 in our letter
dated August 9,
         2023. Please further revise your disclosure in the fourth paragraph on
the cover page, as
         well as the related risk factor disclosure, to discuss to what extent
the company believes
         that it is compliant with the laws/regulations in Hong Kong that have
been issued. Please
         also provide the same type of disclosure for Macau.
Summary of Risk Factors
Risks Related to Doing Business in Macau and Risks Related to the PRC, page 4

4.       We note your revised disclosure in response to comment 10 in our
letter dated August 9,
         2023 and reissue. Please revise to expand your disclosure and discuss
the risk that due to
         the PRC government's sovereign power over Hong Kong and Macau, the
Chinese
         government may intervene or influence your operations at any time, or
may exert more
         oversight and control over offerings conducted overseas and/or foreign
investment in
         China-based issuers and that such risk 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. In this regard we
note your disclosure
         that if "the PRC government exercises its sovereign power by adopting
new laws,
         regulations, or policies to exert oversight and supervision over
offerings conducted
         overseas and/or foreign investment in Macau-based issuers and to
intervene or influence
         operations in Macau of Macau entities such as [y]our Macau operating
entity, however
         unlikely in each instance, it may negatively impact [y]our ability to
maintain our current
         corporate structure, conduct business, accept foreign investments,
list on a U.S. or other
         foreign exchange. It may also affect [y]our ability to offer or
continue to offer securities to
         investors and significantly affect the value of such securities."
Risk Factors, page 15

5.       Given the PRC government   s sovereign power over Hong Kong and Macau
and therefore
         its ability to have significant oversight and discretion over the
conduct and operations of
         your business, please revise to describe any material impact that
intervention, influence, or
         control by the Chinese government has or may have on your business or
on the value of
         your securities. 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 your securities. Also, given recent
statements by the
         Chinese government indicating an intent to exert more oversight and
control over
 Son Tam
Epsium Enterprise Ltd
December 7, 2023
Page 3
      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. 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
Corporate History and Structure, page 49

6.    Please revise to reconcile your disclosure about the applicability of
Hong Kong laws to
      Epsium HK. In this regard, we note your disclosure that "[a]s a Hong Kong
registered
      entity, Epsium HK is subject to Hong Kong laws generally applicable to
Hong Kong
      entities, such as Hong Kong enterprise income tax, data security
oversight and anti-
      monopoly laws and regulations;" however, you disclose on the cover page
and on page 4
      and 26 that you do not believe that "Epsium HK   s legal and operational
risks in Hong
      Kong, such as legal and operational risks associated with Hong Kong data
security
      oversight, anti-monopoly concerns, ability to conduct business in Hong
Kong or accept
      foreign investment or list on a U.S. or other foreign exchange, are
material to [y]our
      business, financial condition, results of operations, prospects, [y]our
ability to conduct
      business in Hong Kong or accept foreign investment operations, or list on
a U.S. or other
      foreign exchange because Epsium HK does not currently engage in
activities subject to
      these laws and regulations."
       Please contact James Giugliano at 202-551-3319 or Adam Phippen at
202-551-3336 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Jennie Beysolow at 202-551-8108 or Dietrich King at 202-551-8071 with
any other
questions.



                                                             Sincerely,
FirstName LastNameSon Tam
                                                             Division of
Corporation Finance
Comapany NameEpsium Enterprise Ltd
                                                             Office of Trade &
Services
December 7, 2023 Page 3
cc:       Laura Hua Lua Hemman, Esq.
FirstName LastName