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                              February 14, 2023

       Kai-Shing Tao
       Chief Executive Officer
       Remark Holdings, Inc.
       800 S. Commerce St.
       Las Vegas, NV 89106

                                                        Re: Remark Holdings,
Inc.
                                                            Registration
Statement on Form S-1
                                                            Filed January 18,
2023
                                                            File No. 333-269286

       Dear Kai-Shing Tao:

              We have limited our review of your registration statement to
those issues we have
       addressed in our 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 amending your registration
statement and providing the
       requested information. 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 any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.

       Form S-1 filed January 18, 2023

       Prospectus Summary, page 2

   1.                                                   In your summary of risk
factors, disclose the risks that your corporate structure and having
                                                        the majority of your
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 are registering for sale.
 Kai-Shing Tao
Remark Holdings, Inc.
February 14, 2023
Page 2
      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.
General

2.    We note you filed this registration statement in part to register the
resale of shares of
      common stock which may be issued to Ionic upon conversion of the
Debenture. Given
      that the shares underlying the Debenture have not yet been issued and
Ionic does not
      appear to be irrevocably bound to purchase a set number of securities for
a set purchase
      price that is not market-based, please provide your legal analysis of
whether this
      component of the offering is a valid secondary offering. Refer to
Securities Act Sections
      Compliance and Disclosure Interpretation Question 139.11 for guidance.
3.    You state that the prospectus relates to the proposed resale by Ionic of
an aggregate of
      5,000,000 shares of common stock. Given that the number of shares that
will be issued
      pursuant to the Debenture will only be determined upon conversion, there
appears to be an
      indeterminate number of shares being registered for resale under the ELOC
Purchase
      Agreement. In this regard, we note that the parties to the agreement have
not agreed to the
      number of shares to be registered for resale under the agreement. Please
tell us how you
      determined it is appropriate for the company to file this registration
statement for the
      resale of securities to be issued in the private equity line financing.
Refer to Securities
      Act Sections Compliance and Disclosure Interpretations Question 139.13
for guidance.
        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.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

       Please contact Lauren Pierce, Staff Attorney, at (202) 551-3887 or
Joshua Shainess,
Legal Branch Chief, at (202) 551-7951 with any other questions.



                                                           Sincerely,
FirstName LastNameKai-Shing Tao
                                                           Division of
Corporation Finance
Comapany NameRemark Holdings, Inc.
                                                           Office of Technology
February 14, 2023 Page 2
cc:       Honghui Yu
FirstName LastName