SEC Company Response from XCel Brands, Inc. (XELB) (CIK 0001083220) (XELB) — Jul 2, 2012

XCel Brands, Inc. (XELB) (CIK 0001083220)
Date: July 2, 2012 · CIK: 0001083220 · Accession: 0001144204-12-037590

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File numbers found in text: 333-177585

Date

July 2, 2012

Author

Form

CORRESP

Company

XCel Brands, Inc. (XELB) (CIK 0001083220)

Letter

VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Washington, DC 20549 Re: XCel Brands, Inc. (the “Company”) Registration Statement on Form S-1, as amended File No. 333-177585 (“Registration Statement”)

Dear Sir/Madam:

The Company hereby requests that the above-referenced Registration Statement be declared effective on July 5, 2012, at 9:00 a.m., Eastern time, or as soon thereafter as is practical.

In addition, the Company acknowledges that:

· should the Securities and Exchange Commission (the “Commission”) or the staff of the Division of Corporation Finance (the “Staff”), acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

· the action of the Commission or the Staff, acting pursuant to the delegated authority, in declaring the Registration Statement effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and

· the Company may not assert the declaration of effectiveness or Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Sincerely,
XCEL BRANDS, INC.

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CORRESP
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filename1.htm

XCel Brands, Inc.

475 10th Avenue
– 4th Floor

New York, NY 10018

July 2, 2012

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

 Re: XCel Brands, Inc. (the “Company”)

Registration Statement on Form
S-1, as amended

File No. 333-177585 (“Registration
Statement”)

Dear Sir/Madam:

The Company hereby requests that the above-referenced
Registration Statement be declared effective on July 5, 2012, at 9:00 a.m., Eastern time, or as soon thereafter as is practical.

In addition, the Company acknowledges that:

 · should the Securities and Exchange Commission (the “Commission”) or the staff of the Division of Corporation Finance
(the “Staff”), acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose
the Commission from taking any action with respect to the Registration Statement;

 · the action of the Commission or the Staff, acting pursuant to the delegated authority, in declaring the Registration Statement
effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Registration
Statement; and

 · the Company may not assert the declaration of effectiveness or Staff comments as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the United States.

    Sincerely,

    XCEL BRANDS, INC.

    By:
    /s/ Robert D’Loren

    Robert D’Loren
Chief Executive Officer and Chairman

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