December 18, 2018

Tianhua Wu
Chief Executive Officer and Director
Up Fintech Holding LTD
18/F, Gandyvic Building, No. 1 Building,
No. 16 Taiyanggong Middle Road, Chaoyang District,
Beijing, 100020 PRC

       Re: Up Fintech Holding LTD
           Draft Registration Statement on Form F-1
           Submitted November 20, 2018
           CIK No. 0001756699

Dear Mr. Wu:

       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
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

Draft Registration Statement on Form F-1 Submitted on November 20, 2018

The Offering
Key Operating Data, page 13

1.     We note your disclosure of the number of registered users and customer
accounts as part
       of your key operating data. Please disclose in a footnote to the table
how many of
       the total registered users and customers have had activity or no
activity in the last twelve
Risk Factors, page 14

2.     Include a new risk factor on the risk that the deposit agreement may be
amended or
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         terminated without the holder's consent.
We face risks related to natural disasters, health epidemics, terrorist attacks
and other
outbreaks...., page 35

3.       Please revise this risk factor to adequately describe the risk and
explain how the risk
         affects your business. For instance, are your management, information
technology or other
         critical functions or assets centered in a single city or geographic
region such that an event
         in that city could adversely impact your operations? See Item 503(b)
of Regulation S-K.
Our management will have considerable discretion as to the use of the net
proceeds..., page 57

4.       For clarity, please revise this risk factor to disclose your current
capital position as well as
         your expected capital position after the offering.
Use of Proceeds, page 60

5.       Please amend your disclosure to include the estimated amount of
proceeds you plan to
         allocate for each of the uses identified on page 60. If the company
has specific purposes in
         mind for the use of proceeds, you must disclose the estimated net
amount of the proceeds
         broken down into each principal intended use. This is required even if
management will
         have broad discretion in allocating the proceeds. See Item 504 of
Regulation S-K.
Management's Discussion and Analysis of Financial Condition and Results of
Non-GAAP Financial Measures, page 79

6.       We note your calculation of Adjusted Net Loss, a non-GAAP financial
measure, does not
         include any tax effect related to your adjustments. Please revise your
calculation and
         disclosures, here and elsewhere throughout the registration statement,
to show the tax
         effect of the corresponding adjustments as a separate line item. Refer
to Question 102.11
         of the Compliance and Disclosure Interpretations on Non-GAAP Financial
Key Components of Results of Operations
Revenues, page 80

7.       We note that a significant portion of your revenues is from charging
commission fees
         based on the amount of transaction volume, or the number of shares,
lots or contracts in
         each order. In addition, we note that financing service fees on margin
         transactions. Please expand to disclose the key pricing terms
associated with your
         revenues, including average commission rates charged per transaction,
other fees, and
         interest rates charged on margin financing transactions. To the extent
that there are
         fluctuations in any of your fee rates, include a discussion of those
changes and
         any impacts those changes have on your revenues.
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Results of Operations, page 88

8.       Please revise your MD&A to include a comprehensive discussion and
analysis of
         the trends and circumstances driving the significant changes in your
balance sheet line
         items for the periods provided. Refer to Item 303(a) of Regulation
Business, page 105

9.       Please revise this section to clarify that Interactive Brokers is a
key service provider on
         whose services your business is dependent, consistent with the
disclosure in the risk factor
         regarding your relationship with Interactive Brokers on page 18.
Please also file any
         material contracts with Interactive Brokers as exhibits under Item
601(b)(10) of
         Regulation S-K.
Regulation , page 123

10.      Under an appropriate caption, please discuss the regulations under
which you received a
         rectification notice in July 2016 from the CSRC. Please elaborate on
the substance of the
         notice and measures you have taken to comply with its requirements,
and clarify whether
         you expect that the CSRC will confirm whether you have satisfied those
         Similarly, please elaborate on the substance of the SAFE notice you
received in March
         2016 and whether you expect that SAFE will confirm whether you have
         satisfactorily to its inquiry.
Report of Independent Registered Public Accounting Firm, page F-2

11.      The auditor's report must be addressed to the shareholders and the
board of directors,
         pursuant to AS 3101, paragraph 07. Please have the auditor revise its
report to
         specifically address shareholders.
Consolidated Balance Sheet, page F-3

12.      We note that you present a line item for "subscription receivable from
Series A equity
         interest with preferential rights" in the amount of $(3,633,087)
within mezzanine equity as
         of December 31, 2016. Please tell us and revise to disclose the nature
of this item and
         how it is flowing through your financial statements, including an
explanation of your
         accounting for the initial measurement, subsequent measurement or
settlement with
         reference to authoritative literature.
Consolidated Statements of Operations, page F-4

13.      We note the disclosure of your various research and development
activities throughout the
         filing, including discussion around development of your platform on
page 117. Please tell
         us and disclose in future filings the total amount of research and
development costs
         charged to expense for each year presented in the consolidated
statements of operations as
         required by ASC 730-10-50-1. In addition, revise to disclose your
accounting policy
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         associated with the research and development activities, inclusive of
your capitalization
         policy of any of those costs as software on the balance sheet.
Notes to the Consolidated Financial Statements
Note 1. Organization and Principal Activities
History of the Group and reorganization under identical common ownership, page

14.      We note your disclosure that you will present shares and per share
information, including
         basic and diluted EPS, retrospectively upon completion of the
re-domiciliation. In
         addition, we note the disclosure on your capitalization table on page
62 that your preferred
         shares will automatically convert upon completion of this offering.
Please address the

             Tell us whether you intend to provide a pro forma balance sheet
and statement of
             operations (including EPS) to give effect to the automatic

             Tell us in greater detail the specific impacts you intend to
present on a retrospective
             basis, and separately on a pro forma basis, relating to the
re-domiciliation or other
             events. In addition, tell us when you expect the re-domiciliation
to be complete; and

             Provide us with the relevant authoritative guidance supporting
your planned
             presentation as it relates to the two bullets above.
Note 2. Summary of Significant Accounting Policies
Revenue Recognition
Financing Service Fees, page F-18

15.      We note that you earn financing service fees over the period that the
margin loans are
         outstanding. Please tell us and disclose the amount of margin loans
outstanding in your
         consolidated balance sheet as of December 31, 2017 and 2016, as well
as the line item that
         they are reflected in. In addition, tell us and disclose the details
of your accounting policy
         for determining the allowance for doubtful accounts on your margin
loan transactions,
         including any relevant quantitative information on your collateralized
Note 8. Income Taxes, page F-27

16.      We note that you have $4.6 million and $3.2 million of deferred tax
assets, net of
         valuation allowances of $1.2 million and $0.5 million, as of December
31, 2017 and 2016,
         respectively. Please provide us with a comprehensive analysis that
supports your
         determination of the tax valuation allowance at December 31, 2017 and
2016, including
         your basis for concluding that realization of net deferred tax assets
is more likely than not
         as required by ASC 740-10-30-5(e). As part of your response, include a
discussion of the
         negative and positive evidence you considered and contemplated by ASC
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         through 24. To the extent applicable, revise your disclosures here or
within the critical
         accounting policies to provide a more robust description of the
specific positive and
         negative evidence you considered, as well as any possible tax planning
strategies or other
         future events.
Note 9. Equity Interest with Preferential Rights, page F-29

17.      We note your disclosure of the redemption terms (i.e., redemption
events and redemption
         price) for the Series A, B and B+ equity interest with preferential
rights, which you
         classified within mezzanine equity. However, we do not see any
accretion for changes in
         redemption value of the preferred shares from the date of issuance
reflected in your
         financial statements. Please explain your accounting treatment and
identify the specific
         guidance you used. Tell us how your current presentation complies with
paragraph 15 of
         ASC 480-10-S99-3A, including your consideration of whether the
instrument will become
         redeemable upon the passage of time.
Note 11. Share-Based Compensation, page F-33

18.      We note your disclosure that the options will vest and become
exercisable in three
         installments beginning on the second anniversary of the vesting
commencement date.
         Please address the following:

             Revise your disclosures to clearly define the vesting commencement
date and describe
             when vesting of the options will begin;

             Tell us whether the terms of the awards contain an explicit or
implicit market, service
             or performance condition and how you intend to recognize
compensation expense over
             the vesting period, including any consideration of whether there
is a service inception
             date that precedes the grant date in accordance with ASC
718-10-55-108; and

             Disclose the amount of total compensation expense relating to your
nonvested share
             options not yet recognized and the weighted average period for
which it is to be
             recognized in accordance with ASC 718-10-50-2(i) in addition to
the amounts you
             already disclose relating to your RSUs.

19.      We note the prospectus includes information from an industry report
commissioned by
         you and prepared by iResearch Report. Please file the consent of
iResearch to the
         inclusion of information and references to itself and to the report as
an exhibit to this
         registration statement or provide us your analysis supporting your
determination that you
         are not required to do so. Please refer to Rule 408(a) of Regulation
20.      Please supplementally provide us with copies of all written
communications, as defined in
 Tianhua Wu
Up Fintech Holding LTD
December 18, 2018
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      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.
       You may contact Stephen Kim at 202-551-3291or Robert Klein at
202-551-3847 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Jessica Livingston at 202-551-3448 or Pam Long at 202-551-3765 with any

FirstName LastNameTianhua Wu
                                                            Division of
Corporation Finance
Comapany NameUp Fintech Holding LTD
                                                            Office of Financial
December 18, 2018 Page 6
cc:       Ke Geng
FirstName LastName