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May 13, 2022

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

Re: NextPlat Corp
Amendment No. 2 to
Registration Statement on Form S-3
Filed April 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 April
14, 2022 letter.

Amendment No. 2 to Registration Statement on Form S-3

Prospectus Summary, page 3

1. We note the revised
disclosure on page 5 indicating that In the event a NFT or other
digital asset is deemed
by the Company pursuant to the above analysis to possess a
reasonable likelihood
of being deemed a security, the Company will (a) comply with
applicable laws and
regulations by forming, acquiring or engaging a licensed broker-
dealer authorized to
act as an trading system for those digital assets It appears that
there may be other
regulatory implications in the event the company determines that a
particular NFT or
crypto asset is or may be a security. Please revise to more broadly
address your compliance
with the federal securities laws in such case.
Charles Fernandez
FirstName LastNameCharles Fernandez
NextPlat Corp
Comapany
May NameNextPlat Corp
13, 2022
May 13,
Page 2 2022 Page 2
FirstName LastName
2. We note your response to prior comment 3. We further note your
disclosure that you
"intend to utilize third-party tools to proactively screen for
high-risk wallets, including
explicitly sanctioned addresses and addresses associated with
sanctioned entities." Please
revise to clarify whether you intend to verify the identities of users
on your platform to
determine whether they may be sanctioned or otherwise restricted, or
if you intend to only
screen wallet addresses. For example, it is unclear whether a
sanctioned individual with a
new digital wallet would be captured in a screening of wallet
addresses only. Also, revise
your risk factor disclosure to discuss the risk associated with
allowing sanctioned
individuals or entities to utilize your platform.
Risk Factors
Whether a particular non-fungible token (NFT) or other digital..., page 10

3. We note your response to prior comment 2, as well as the related
disclosure at the top of
page 5. Please revise your risk factor disclosure to conform it to
such response/disclosure.
General

4. We note your response to comment 5, as well as your previous related
responses. While
we do not have any further comments at this time regarding your
responses, please
confirm your understanding that our decision not to issue additional
comments should not
be interpreted to mean that we either agree or disagree with your
responses, including any
conclusions you have made, positions you have taken and practices you
have engaged in
or may engage in with respect to this matter, including in regards to
any NFTs or other
crypto assets that you may develop or mint in the future or that you
may support or
facilitate the minting or trading of in the future.
Please contact Priscilla Dao, Staff Attorney, at (202) 551-5997 or
Matthew Derby, Staff
Attorney, at (202) 551-3334 with any questions.



Sincerely,

Division of
Corporation Finance
Office of
Technology
cc: Johnathan C. Duncan