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April 14, 2022

Charles Fernandez
Chief Executive Officer
NextPlat Corp
18851 N.E. 29th Ave., Suite 700
Aventura, FL 33180

Re: NextPlat Corp
Amendment No. 1 to
Registration Statement on Form S-3
Filed March 22,
2022
File No. 333-262748

Dear Mr. Fernandez:

We have reviewed your amended 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 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.
Unless we note
otherwise, our references to prior comments are to comments in our March
11, 2022 letter.

Amendment No. 1 to Registration Statement on Form S-3

Prospectus Summary, page 3

1. We note your response
to prior comment 1 and that NextPlat Digital "will enable the use
of a range of digital
assets, such as non-fungible tokens ( NFTs ), in e-commerce and in
community-building
activities." Please revise to provide a more detailed discussion of
NextPlat Digital with
regards to its functionality and the range of crypto assets you intend
to utilize. For
example, it is unclear whether the platform will be limited to the exchange
of NFTs or if it will
provide for the purchase and exchange of a wide variety of crypto
assets.
2. We note that you intend
to utilize crypto assets and NFTs on NextPlat Digital.
Please describe in
detail your internal processes for how you determine, or will
Charles Fernandez
NextPlat Corp
April 14, 2022
Page 2
determine as you expand your business, whether particular crypto
assets are securities
within the meaning of the U.S. federal securities laws, and clarify
that such processes are
risk based assessments and are not a legal standard or binding on
regulators or courts.
Also, include a risk factor addressing the uncertainty and
consequences of making an
incorrect assessment or a regulator disagreeing with your assessment.
3. We note your disclosure that NextPlat Digital will be used to create
"public market places,
for us and third-parties, where anyone with a crypto wallet can buy
and sell their own
NFTs" and "private market places that only allow a particular company
or entity to sell
their own NFTs." Please revise to disclose whether you intend to
conduct due diligence
regarding the identities of the users of your platform. Include a
discussion regarding any
applicable know-your-customer and anti-money-laundering requirements
under federal or
state law and how you intend to comply. Be sure to include a
discussion of the process by
which new users on your platform are onboarded and include risk factor
disclosure
regarding any failure to comply with applicable anti-money laundering
and know your
customer requirements
4. Please revise to provide a discussion of the specific state or federal
licenses or other
regulatory requirements you will have in the jurisdictions you intend
to operate. As non-
exclusive example, discuss whether your NFT marketplace would be
considered a "money
transmitter" requiring registration as a money services business
pursuant to FinCEN
requirements and any regulatory or legal restrictions on crypto assets
in China.
General

5. Please supplementally provide us with a detailed legal analysis of
whether the instruments
you plan to make available on NextPlat Digital are securities pursuant
to Section 2(a)(1)
the Securities Act of 1933. In addition to considering the enumerated
types of securities
set forth in Section 2(a)(1), please consider SEC v. W.J. Howey Co.,
328 U.S. 293 (1946)
and Gary Plastic Packaging Corp. v. Merrill Lynch, Pierce Fenner &
Smith, 756 F.2d 230
(2d Cir. 1985). Moreover, in preparing your legal analysis please
address not only the
instruments themselves but also your role in the operation of the
marketplace and creation
of the instruments.
Please contact Priscilla Dao, Staff Attorney, at (202) 551-5997 or
Matthew Derby, Staff
Attorney, at (202) 551-3334 with any questions.



FirstName LastNameCharles Fernandez Sincerely,
Comapany NameNextPlat Corp
Division of
Corporation Finance
April 14, 2022 Page 2 Office of
Technology
FirstName LastName