SecProbe.io

CORRESP
 1
 filename1.htm

 Beeline
Holdings, Inc.

 188
Valley Street, Suite 225

 Providence,
RI 02909

 October
21, 2025

 VIA
EDGAR

 Securities
and Exchange Commission

 Division
of Corporation Finance

 Office
of Finance

 Attention:
 Tonay
 Aldave

 Christian
 Windsor

 Re:

 Beeline
 Holdings, Inc.

 Draft
 Registration Statement on Form S-1

 Submitted
 September 12, 2025

 CIK
 No. 0001534708

 Ladies
and Gentlemen:

 This
letter is submitted on behalf of Beeline Holdings, Inc. ("Beeline" or the "Company") in response to the comments
made by the Staff of the Division of Corporation Finance (the "Staff") of the Securities and Exchange Commission (the "SEC")
on September 22, 2025 (the "Comment Letter") with respect to the Company's draft Registration Statement on Form S-1
confidentially submitted on September 12, 2025. The Registration Statement is being publicly filed simultaneously with this response
letter. Where applicable, the Company has updated disclosure to give effect to changed events.

 Because
of the uncertainty as to when the Commission will re-open and the potential harm to shareholders, the Company has elected to use the
automatic effectiveness provision provided by Section 8(a) of the Securities Act of 1933. If the Staff disagrees with this position,
the Company will co-operate with the Staff mindful of its mission to protect shareholders and further the public interest.

 For
your convenience, each of the Staff's comments have been restated below in their entirety, with the Company's responses set
forth immediately beneath such comment.

 Draft
Registration Statement on Form S-1

 Cover
page

 1. We
 note your disclosure here and on page 18 that the selling shareholder "may be"
 deemed an underwriter within the meaning of the Securities Act. Because the selling stockholder,
 C/M Capital Master Fund LP, is the equity line investor under the purchase agreement, please
 revise your disclosure here and on page 18 to name C/M Capital Master Fund LP as an underwriter
 for this offering. Refer to Question 139.13 of the Compliance and Disclosure Interpretations
 for the Securities Act Sections.

 Response:
 We have revised the disclosure on the cover page and on page 18 to name C/M Capital Master
 Fund LP as an underwriter.

 SEACOAST BANK BUILDING

 3001 PGA Boulevard | Suite 305 | Palm Beach Gardens, Florida 33410

 Telephone
(561) 686-3307 | www.nasonyeager.com

 PALM BEACH GARDENS • BOCA RATON• FT. LAUDERDALE

 Securities
and Exchange Commission

 Division
of Corporation Finance

 October
21, 2025

 Page
2

 2. Please
 disclose the number of shares being registered for sale under the equity line. Refer to Question
 139.13 of the Compliance and Disclosure Interpretations for the Securities Act Sections.

 Response:
 We have revised the disclosure on the cover page and elsewhere in the prospectus to disclose
 that the Company and the selling stockholder have agreed to sell a maximum of 5,000,000
 shares registered.

 Prospectus
Summary

 BeelineEQUITY,
page 5

 3. We
 note your disclosure that you provide title insurance for real estate based cryptocurrency
 issued by a related party. Please clarify what revenues, if any, you have derived from this
 business. Describe any liability that you assume in favor of the related party, or the purchasers
 of the cryptocurrency, based on your title work. In addition, given that the agreement is
 with a related party, please make that clear here and add a related party transactions section
 describing this transaction.

 Response:
 We have revised the disclosure on page 5 to include the requested information. We
 note that the dollar amount involved in the transactions with the related party through
 the date hereof totals $12,377, which is less than the $120,000/1% of the average assets
 threshold threshold under Item 404(d) of Regulation S-K. Although this transaction
 is not disclosable as a related party transaction, with the inability to speak with the
 Staff, Beeline elected to include the requested information.

 Risk
Factors

 The
sale or issuance of our common stock to C/M will create dilution, page 7

 4. Please
 disclose the maximum number of your common shares that can be issued under the equity line
 purchase agreement with C/M Capital Master Fund LP and describe the dilutive effect of the
 formula or pricing mechanics on your share price as the result of the equity line purchase
 agreement.

 Response:
 We have revised the disclosure at page 7 to include the maximum number of shares issuable
 under the equity line purchase agreement.

 5. Disclose
 the maximum amount that may be issued under the Series G convertible shares that were issued
 to C/M as commitment shares.

 Response:
 We have revised the disclosure at page 7 to include the maximum number of shares issuable
 under the Series G Convertible Preferred Stock that were issued to C/M as commitment shares.

 Securities
 and Exchange Commission

 Division
of Corporation Finance

 October
21, 2025

 Page
3

 The
Purchase Agreement

 Overview,
page 11

 6. Please
 revise to disclose the term of the purchase agreement, as amended. Selling stockholder,
 page 15

 Response:
 We have revised the disclosure on page 11 to include a description of the termination
 provisions contained in the purchase agreement, including the conditions for automatic termination
 and termination at the election of the parties.

 7. Please
 disclose in a footnote the natural person or persons who have voting and dispositive control
 of the shares of C/M Capital Master Fund LP.

 Response:
 We have updated footnote (4) at page 17 to include disclosure of the natural persons
 who control C/M Capital Master Fund LP.

 Exhibits

 8. It
 appears that you have amended the purchase agreement with C/M Capital Master Fund LP on September
 8, 2025 but have not included it in your exhibit index. Please include it in your next draft
 submission and describe its material terms.

 Response:
 We have included as Exhibit 10.40 the subsequent amendment to the purchase agreement
 between the parties.

 We
trust the foregoing sufficiently responds to the Staff's comments. Should the Staff have any additional questions or comments after
reviewing this response letter, we would appreciate an opportunity to discuss these comments or questions with the Staff prior
to the distribution of another comment letter. Please direct any questions to Constantine Christakis of Nason Yeager
Gerson Harris & Fumero, P.A., the Company's legal counsel, at (561) 227-4577 or cchristakis@nasonyeager.com.

 Sincerely
 yours,

 Beeline
 Holding, Inc.

 By:
 /s/
 Nicholas R. Liuzza

 Nicholas
 R. Liuzza

 cc: Constantine
 Christakis