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United States securities and exchange commission logo





                              August 31, 2020

       Yimin Wu
       Chief Executive Officer
       Infobird Co., Ltd
       Room 12A05, Block A
       Boya International Center, Building 2, No. 1 Courtyard
       Lize Zhongyi Road
       Chaoyang District, Beijing, China 100102

                                                        Re: Infobird Co., Ltd
                                                            Draft Registration
Statement on Form F-1
                                                            Submitted August 4,
2020
                                                            CIK No. 0001815566

       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 better
       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
       comments.

       Draft Registration Statement filed August 4, 2020

       Prospectus Summary, page 1

   1.                                                   You describe yourself
as one of the leading domestic SaaS providers in serving large
                                                        enterprises in the
finance industry in customer engagement. Please provide the basis for
                                                        your belief that you
are a leader and describe the criteria used, such as market share based
                                                        on revenues. Further,
clarify whether you have significant market share in other
                                                        industries, such as
education, public services, healthcare and consumer products industries
                                                        in which you compete.
 Yimin Wu
FirstName  LastNameYimin  Wu
Infobird Co., Ltd
Comapany
August  31, NameInfobird
            2020         Co., Ltd
August
Page 2 31, 2020 Page 2
FirstName LastName
2.       On page 2 you provide industry market information for the SaaS
industry in China as a
         whole, the AI industry in China as a whole, and the IT services market
for the finance
         industry. We note that you describe yourself as a leader in a small
subset of these
         industries, providing AI, SaaS, and customer service engagement
services primarily in the
         financial services industry. Please clarify that you only compete in a
smaller subset of
         these broader categories. Please consider revising to present specific
market information
         for the subset of industries for which you compete.
3.       In your summary, please disclose the risk that you are dependent on a
major customer,
         China Guangfa Bank, which accounted for 77.3% of your 2019 revenues.
Corporate History and Structure, page 3

4.       Please describe your reorganization with more details as to how the
shareholders of
         Infobird Beijing, your VIE, received their respective shares in
Infobird Cayman, your
         public holding company. We note that 19 million ordinary shares of
Infobird Cayman
         were issued to 19 investors in March 2020. Please clarify whether this
sale of securities
         was in the same proportion as the ownership of Infobird Beijing prior
to the
         reorganization. It is not clear if these 19 investors still own their
same interests in Infobird
         Beijing or if they sold them to members of management or your
sponsors.
5.       Please identify the shareholders of Infobird Beijing that are the
signatories of the VIE
         agreements and current nominal owners of Infobird Beijing. Identify
the parties to the
         spousal consents, including their respective spouses that are the
shareholders of Infobird
         Beijing. In addition, describe the management structure of Infobird
Beijing and identify
         its board members beyond Shengmin Wu.
Risk Factors
Failure to adhere to regulations that govern our customers    business   , page
12

6.       You indicate that you only have a VATS License to offer call center
services in Guizhou
         Province. Please describe how these restrictions have impacted your
operations. It is
         unclear whether your physical call center operations are restricted to
Guizhou or you are
         able to service calls from outside Guizhou. Further, please clarify
whether you are
         currently compliant with such restrictions, as it appears that you
have operations and
         customers in locations outside of Guizhou according to your Business
section.
Key Factors that Affect Operating Results, page 42

7.       You disclose that your ability to increase your revenues and your
profitability will depend
         on your ability to continue to increase your paid user accounts and
number of customers.
          In addition, you disclosed that you had over 10,000 paid user
accounts for SaaS services
         and BPO services as of May 30, 2020. Please expand your disclosures to
address the
         following:
             Please clarify whether the number of paid user accounts, average
monthly paid user,
              and customers are used as your key performance metrics to measure
your operating
 Yimin Wu
Infobird Co., Ltd
August 31, 2020
Page 3
              performance.
                Please include a discussion of the trends, expectations and
purpose of these metrics as
              they relate to your business operations and performance.
         In addition, please revise to disclose number of paid user accounts
and average monthly
         paid user that are attributable to your significant customer, China
Guangfa Bank, for each
         period presented. Your disclosure should highlight the significance
and dependence on
         this customer.
Management   s discussion and analysis of financial condition and results of
operations
Overview, page 42

8.       We note you state:    [w]e have grown rapidly since our inception. We
generate revenues
         primarily from providing standard and customized cloud-based SaaS and
BPO services.
         For the years ended December 31, 2019 and 2018, total revenues were
approximately
         $18.2 and $18.8 million, respectively. Our gross profit and net income
were $10.3 million
         and $5.1 million, respectively, for the year ended December 31, 2019
as compared to our
         gross profit and net income of $9.5 million and $2.4 million,
respectively, for the year
         ended December 31, 2018.    It appears your 2019 revenue decreased
about 3% compared
         to 2018 revenue. Please revise your disclosures to support your
statement that you have
         grown rapidly since your inception. Further, explain why the increase
in average monthly
         paid users of 15.7% did not have a corresponding impact on your
revenue even after
         factoring in the impact of changes in your currency. Indicate whether
the average paid
         users number should be stratified by revenue or fee type to explain
this disparity.
Liquidity and Capital Resources, page 46

9.       Please disclose the minimum funding required remaining in business for
at least the next
         12 months. Please refer to Item 303(a) (1) and (2) of Regulation S-K
as well as FRC
         501.03.a and Section IV of Interpretive Release No. 33-8350 for
additional guidance. In
         addition, please describe the importance of your significant customer,
China Guangfa
         Bank, on your liquidity and the potential impact of the loss of this
customer.
Business, page 51

10.      We note that three vendors accounted for over 40% of your total
purchases for 2019.
         Please describe the purchases and how these entities relate to the
infrastructure of your
         platform. Identify the vendors, to the extent material, and disclose
the material terms of
         your agreements with these vendors.

11.    You disclose that you had 10,000 paid user accounts for SaaS services
and BPO services
FirstName LastNameYimin Wu
       as of May 31, 2020. To the extent material, please also disclose the
total number of
Comapany    NameInfobird
       customers          Co., Ltd
                 and the nature of those customers to provide additional
context.
August 31, 2020 Page 3
FirstName LastName
 Yimin Wu
FirstName  LastNameYimin  Wu
Infobird Co., Ltd
Comapany
August  31, NameInfobird
            2020         Co., Ltd
August
Page 4 31, 2020 Page 4
FirstName LastName
12.      Please disclose the material terms of your agreement with your largest
customer, China
         Guangfa Bank, including the term and termination provisions. File the
agreement as an
         exhibit. See Item 601(b)(10) of Regulation S-K.
Management, page 73

13.      We note that your management and principal shareholders may have a
controlling interest
         in Infobird Cayman after the IPO. Please clarify you may be eligible
for the close
         company exemptions under Nasdaq rules.
14.      Under Cayman Islands law, it appears that you are not required to have
an annual
         meeting. Please clarify whether you will have annual director
elections.
Capitalized development costs, page F-10

15.      Please expand your disclosures to clarify whether amortization of
internal-use software
         should begin when the software is ready for its intended use. Please
refer to ASC 350-40-
         35-6.
Revenue recognition, page F-11

16.      We note your disclosure of your revenue recognition policies for each
type of revenue
         streams. Please expand your disclosure to provide the contract terms
of these contracts
         with customers, including the duration of these contracts with
customers.
Variable interest entity (   VIE   ), page F-15

17.      We note from your disclosure in Note 3 of your consolidated financial
statements that you
         have determined Infobird Beijing to be variable interests entities (
VIEs   ) through the
         Contractual Arrangements with Infobird Beijing, which you consolidate
as a result of
         being the primary beneficiary. Please tell us your consideration for
presenting the assets
         and liabilities of the consolidated VIEs separately on the face of the
consolidated balance
         sheets in accordance with ASC 810-10-45-25.
Recent Sales of Unregistered Securities, page II-1

18.      Please provide a description of the sales of shares of Infobird
Beijing for the past three
         fiscal years, pursuant to Item 701 of Regulation S-K. We note that
your disclosure is
         limited to the shares issued at the creation of your public holding
company Infobird
         Cayman that was newly created as part of your reorganization. Please
include the sales of
         your predecessor entity.
 Yimin Wu
FirstName  LastNameYimin  Wu
Infobird Co., Ltd
Comapany
August  31, NameInfobird
            2020         Co., Ltd
August
Page 5 31, 2020 Page 5
FirstName LastName
General

19.      Please supplementally provide us with copies of all written
communications, as defined in
         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 Becky Chow, Staff Accountant, at (202) 551-6524 or
Stephen
Krikorian, Accounting Branch Chief, at (202) 551-348 if you have questions
regarding
comments on the financial statements and related matters. Please contact Edwin
Kim, Staff
Attorney, at (202) 551-3297 or Jan Woo, Legal Branch Chief, at (202) 551-3453
with any other
questions.



                                                               Sincerely,

                                                               Division of
Corporation Finance
                                                               Office of
Technology
cc:      Clayton E. Parker, Esq.
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