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Creatd, Inc.

419 Lafayette Street, 6th Floor

New York, NY 10003

April 7, 2023

Kate Beukenkamp

U.S. Securities & Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:

    Creatd, Inc.

    Form 8-K

    Filed February 17, 2023

    File No. 001-39500

Dear Ms. Beukenkamp:

By letter dated March 6, 2023, the staff (the
“Staff,” “you” or “your”) of the U.S. Securities & Exchange Commission (the
“Commission”) provided Creatd, Inc. (the “Company,” “we,” “us”
or “our”) with its comments to the Company’s Form 8-K filed on February 17, 2023. We are in receipt of your letter
and set forth below are the Company’s responses to the Staff’s comments. For your convenience, the comments are listed below,
followed by the Company’s responses.

Form 8-K filed February 17, 2023

General

1. You
issued a press release on February 14, 2023 stating that the company has commenced trading on Upstream and its securities now trade on
both the OTC and Upstream under the ticker symbol CRTD. Please revise your current report on Form 8-K to disclose the risks and uncertainties
with listing on Upstream, including any restrictions on investors. In this regard, please explain what you mean when you state that MERJ
operates Upstream as "a fully regulated and licensed integrated securities exchange, clearing system and depository for digital and
non-digital securities." We note that MERJ is regulated in the Seychelles by the Financial Services Authority Seychelles, https://fsaseychelles.sc/.
In doing so, please clarify whether MERJ is registered or regulated in any manner in the United States.

Response: We have dual listed shares of
our common stock that have been registered with the Commission or are exempt from registration and are without restrictive legend. Shares
listed on Upstream are uncertificated shares of common stock of the same class of shares that are currently traded on the OTC. Pursuant
to Upstream’s policy, terms and conditions, which have recently changed, a person who is a United States- or Canada-based investor,
either a Canadian citizen, U.S. citizen or permanent resident, will not be able to buy, sell or deposit shares on the Upstream secondary
market. Note that U.S.- or Canadian-based investors includes citizens of the United States or Canada who may be living abroad. To the
extent shares had been deposited at a time prior to Upstream’s policy prohibiting such deposits, such shares cannot be sold at this
time, and such shareholder would need to have such shares returned to the Company’s transfer agent to complete a sale.

On the date hereof we are filing an amendment
to the 8-K on Form 8-K/A (the “Form 8-K/A”). The Form 8-K/A describes risks and uncertainties related to the listing on Upstream,
including as set forth below.

MERJ Exchange (MERJ) operates Upstream as a fully
regulated and licensed integrated securities exchange, clearing system and depository for digital and non-digital securities. MERJ is
an affiliate of the World Federation of Exchanges (WFE), recognized by HM Revenue and Customs UK, a full member of the Association of
National Numbering Agencies (ANNA) and a Qualifying Foreign Exchange for OTC Markets in the US. MERJ is also a member of the Sustainable
Stock Exchanges Initiative. MERJ is regulated in the Seychelles by the Financial Services Authority Seychelles, https://fsaseychelles.sc/.
MERJ is not registered or regulated in any manner in the United States.

2. It
appears that the Upstream website allows trading of tokenized equity of certain companies and that you are listed on Upstream. With a
view toward disclosure, please provide a materially complete description of the tokenized shares and the process by which shareholders
exchange their common shares for the tokenized shares, including the entire lifecycle from the initial exchange of common shares for tokenized
shares through the exchange back into common shares. In responding to this comment:

 ● include the company’s legal analysis as to the characterization of the tokenized equity, and whether
it is the same class as the common shares, a different class of common stock, or a security-based swap.

 ● provide a detailed explanation of how such securities are the same as the issued and outstanding shares
of common stock already registered, as well as how such shares compare in regard to transferability and the role of the transfer agent,
whether on Upstream or otherwise.

 ● explain the role of MERJ Depository and Registry Limited (“MERJ Dep.”) and how it interacts
with the company’s U.S. transfer agent, and also address how any "tokenized equity" is held on Upstream through MERJ Dep.
(e.g., whether through a shareholder's wallet or an omnibus wallet).

Response: All shares comprising the class
of common stock that has been registered with the Commission make up the entire number of shares issued and outstanding and have the same
CUSIP/ISIN number.  There are no differences in shareholder rights such as transferability. Shareholders may elect to hold their
shares with various depositories, including in book entry with a transfer agent, deposited with CEDE & Co. or with MERJ Dep. There
is one class of our Common Stock. Common Stock deposited with Upstream (i.e. via MERJ Dep.) are reflected as MERJ Depository Interests
pursuant to the MERJ Depository Securities Facility Rules Directive on Depository Interests. This is functionally similar to book entry
representations of Common Stock in DTCC. The “Share Tokens” are a form of MERJ Depository Interests.

The digital securities (or tokenized equities)
are a digital representation of the Company’s common stock that have been issued and registered with the Commission. A digital security
is a 1-for-1 representation of a company’s common stock that acts as a receipt for the deposit or purchase and ownership of shares
in such company. The digital recording of ownership is handled in the same manner as a database of shares issued to shareholders. Upstream
certifies registered ownership of company shares from a particular date. The ownership details of a tokenized equity balance of a company’s
shares for an Upstream shareholder shall include but not be limited to the certificate number, company name and CUSIP/ISIN number, shareholder
name and address, number of shares owned, class of shares, issue date of shares and amount paid for the shares in the Upstream secondary
market.

Shareholders can exchange their common shares
for the tokenized shares by creating an account with Upstream, transferring their shares to Pacific Stock Transfer, the Company’s
transfer agent, and requesting to deposit shares using the Upstream app. To move shares back to the US markets, shareholders can withdraw
the shares using the Upstream app, after which the shareholders can contact their broker to request the transfer agent to send back their
shares.

The MERJ DEP Securities Facility Rules, Directive
on Depository Interests sets out the rules governing MERJ Depository Interests, of which Rules 1 to 15 apply in particular.

    2

Common
Stock “deposited” with Upstream is transmuted to MERJ Depository Interests  and
vice versa for “withdrawals”. The process of depositing and withdrawing securities involves a “transmutation”
process. Common stock deposited with Upstream results in title to the common stock being vested in the Depository Nominee on the books
and records of the transfer agent and a new holding of MERJ Depository Interests for the shareholder being reflected in the MERJ Subregister.
A withdrawal of securities results in the underlying securities being removed from the MERJ Subregister and included back on the register
maintained by the transfer agent.

The deposit and withdrawal process can be initiated
by the shareholder using the provide prompts in the Upstream app. This process can also be facilitated by contacting the company or its
transfer agent in instances where access to Upstream app, a lost/stolen smartphone or similar occurs (i.e. similar to a “lost certificate”
or a MERJ Depository bankruptcy scenario).

MERJ Depository Interests are simply beneficial
interests in the same class of Common Stock. This is functionally similar to holders of shares of US listed companies on any national
securities exchange hold indirect interests in shares registered in the name of Cede & Co. The MDIs are tradable on MERJ. MERJ Depository
is appointed to maintains the MERJ Subregister of said securities. The transfer agent may request a copy of the MERJ Subregister at any
time but is not involved in the process of reflecting changes in the MERJ Subregister resulting from trades happening on Upstream.

MERJ Depository is appointed to maintain the MERJ
Subregister of the Share Tokens pursuant to the MERJ Depository Securities Facility Rules and Directive on Depository Interests.

MERJ Depository maintains the MERJ Subregister
pursuant to the MERJ Depository Securities Facility Rules and Directive on Depository Interests. Participants of Upstream are able to
use the facilities provided by MERJ Depository pursuant to the terms of the agreement entered into between each participant and Upstream.
Applicable law and the governing jurisdiction of all agreements, rules and activities relating to Upstream is the laws of Seychelles.

MERJ Nominees Ltd. is a special purpose company
with objects that limit its activities to holding securities of companies listed on MERJ Exchange. It is prohibited from having any other
assets or liabilities or engaging in any other activity other than holding securities of companies listed on a MERJ market on trust pursuant
to its constitutional objects. MERJ Depository is also obligated by agreement between the two parties to cover all financial obligations
and human resources requirements of MERJ Nominees Ltd.

Underlying securities (e.g. Common Stock) held
by MERJ Nominees Ltd. is held on trust pursuant to Rule 4.1 of the MERJ Securities Facility Rules Directive on Depository Interests) for
the holders of Share Tokens. Section 28(2)(c) of the Seychelles Insolvency Act, 2013 states that “property held by the bankrupt
on trust for any other person” shall not be included in the estate of the bankrupt party.

Holders of Share Tokens are entitled to all direct
economic benefits and any other entitlements in relation to securities vested in the Depository Nominee.

Voting related matters are covered in detail in
Rule 10 of the MERJ Securities Facility Rules Directive on Depository Interests. Pursuant to Rule 10.2 the issuer is obligated to send
a Notice of any meetings to be convened to each Holder of MDIs at the same time as all other Holders of the same class of securities (e.g.
the Common Stock). This is performed electronically by email and through the Upstream app. MDI holders have the option to appoint the
Depository Nominee or another person as their proxy or to attend the meeting and vote directly.

    3

Legal Analysis on the Characterization of Tokenized
Equity

We listed the same class of shares currently registered
with the Commission that are currently issued and outstanding, which are represented on MERJ as a "digital security" in the
form of uncertificated securities which are held at MERJ Dep., a licensed nominee that has been appointed by the Company. Uncertificated
or digital securities are the same as shares traded on NASDAQ or the OTC, in that it is a representation of common stock in an uncertificated
form. There will be no new issue of uncertificated or digital securities. There are no “tokenized shares”. There is one class
of Common Stock. Common Stock deposited with Upstream (i.e. via MERJ Depository) are reflected as MERJ Depository Interests pursuant to
the MERJ Depository Securities Facility Rules Directive on Depository Interests. This is functionally similar to book entry representations
of Common Stock in DTCC. The Share Tokens are a form of MERJ Depository Interests.

Digital securities are recognized as the same
securities under corporate law. On June 30, 2017, the Delaware legislature approved various amendments to the Delaware General Corporation
Law (the “DGCL”). The blockchain-related changes include amendments to Sections 151(f), 202(a), 219(a), 219(c),
224, 232(c) and 364 of the DGCL. Amendments to Sections 219, 224 and 232 and related provisions are intended to provide specific statutory
authority for Delaware corporations to use networks of electronic databases (examples of which are described as “distributed ledgers”
or a “blockchain”) for the creation and maintenance of corporate records, including a corporation’s stock ledger. Section
219(c), as amended, now includes a definition of “stock ledger.” Section 224, as amended, requires that the stock ledger serve
three functions contemplated by the DGCL:  it must enable the corporation to prepare the list of stockholders specified in Sections
219 and 220; it must record the information specified in Sections 156, 159, 217(a) and 218; and, as required by Section 159, it must record
transfers of stock as governed by Article 8 of subtitle I of Title 6. Sections 151, 202 and 364 have also been amended to clarify that
the notices given to holders of uncertificated shares pursuant to those sections may be given by electronic transmission. On August 1,
2017, the Governor of Delaware signed the proposed DGCL amendments into law. The changes to Delaware law permit issuers to begin to issue
as digital securities. The basic idea behind digital securities is to “tokenize” shares of stock, debentures, warrants or
any other type of security, by representing each unit of a given security as a unique cryptographic public-private key pair that is stored
and transferred on a blockchain. The changes to the DCGL were merely clarifications of what was already permissible as a result of significant
changes to the DGCL in 2005, allowing for the issuance of “uncertificated” shares of stock. Exhibit 5.1, legal opinions with
respect to digital securities of an issuer being “duly authorized and validly issued” have been delivered to the Commission.
Nevada corporate law recognized blockchain in 2017 as well.

Digital Securities on Upstream

All Shares have been registered with the Commission
and make up the entire number of shares issued and outstanding and have the same CUSIP/ISIN number.   There are no differences
in shareholder rights such as transferability. Shareholders may elect to hold their shares in depositories, including in book entry with
the transfer agent, CEDE & Co. or MERJ Dep.

Digital securities on Upstream are interchangeable
terms that have the same meaning. The digital securities (or tokenized equities) are a digital representation of the company’s common
stock that have been issued and registered with the Commission. A digital security is a 1-to-1 representation of a company’s common
stock that acts as a receipt for the deposit or purchase and ownership of shares in the company. The digital recording of ownership is
handled in the same manner as a database of shares issued to shareholders and, on Upstream, certifies registered ownership of company
shares from a particular date. The ownership details of a tokenized equity balance of the company’s shares for an Upstream shareholder
shall include but not be limited to:

 ● Certificate number

 ● Company name and CUSIP/ISIN number

 ● Shareholder name and address

 ● Number of shares owned

 ● Class of shares

 ● Issue date of shares

 ● Amount paid for the shares the Upstream secondary market

    4

Transferability and Role of the Transfer Agent

A shareholder may request that shares be deposited
at their broker for secondary trading, where such requests are handled by the company’s transfer agent. When deposited at a broker,
the transfer agent credits the share count in the transfer agent’s books and records for CEDE & Co. and debits the share count
for the account of the shareholder depositing the shares for