SecProbe.io

October 10, 2024
Graydon Bensler
Chief Executive Officer
Elevai Labs Inc.
120 Newport Center Drive
Newport Beach, CA 92660
Re:Elevai Labs Inc.
Schedule TO-I filed October 4, 2024
SEC File No. 5-94408
Dear Graydon Bensler:
            We have reviewed your filing 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 these comments by providing the requested information or advise us
as soon as possible when you will respond. If you do not believe our comments apply to your
facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Defined terms used here have the same meaning as in your offer materials.
Schedule TO-I filed October 4, 2024
Important Notice, page 1
1.While you are not required to disseminate the offer materials outside the United
States, refusing to accept tenders from any target security holders is contrary to the
all-holders requirements of Rule 13e-4(f)(8)(i). See Section II.G.1 in Release No. 34-
58597 (September 19, 2008) and Rule 13e-4(f)(9)(i). Please revise the language here
stating that you will not accept tenders from certain jurisdictions, or advise. Please
additionally revise similar language that appears on page 34 of the offer to purchase.
Item 10. Financial Statements, page 1
We note that this is an exchange offer for up to 30% of the Company's Common
Stock. In your response letter, please explain how you reached the determination that
financial statements are not required under Item 10 of Schedule TO, including pro
forma financial statements under Item 1010(b) of Regulation M-A. Refer to 2.

October 10, 2024
Page 2
Instruction 2 to Item 10.
What happens if stockholders tender more than 5,000,000 shares of Common Stock?, page 5
3.The heading of this section indicates that the company is offering to exchange up to
5,000,000 shares of Common Stock; however, elsewhere in the offer to purchase, this
figure is 15,000,000. Please revise or advise.
Why is the Company making the Offer?, page 5
4.The reasons listed to explain why the Offer is being conducted do not appear to be
consistent with the fact that Company is offering or very recently offered over
28,000,000 shares of Common Stock and several classes of warrants pursuant to two
registration statements filed in late September 2024. Please revise, addressing the
recent actions by the Company to register for sale twice the number of shares of
Common Stock as what is being sought in this exchange offer, while
contemporaneously seeking to repurchase up to 15,000,000 shares of Common Stock
in this exchange offer. See also our comments below regarding potential issues
associated with the contemporaneous sale of additional Common Stock.
Will the Series B Preferred Stock be freely tradeable?, page 6
5.We note the disclosure here that "upon conversion of the Series B Preferred Stock in
(sic) Common Stock, either by the Company or by the holder... the holder of the
Common Stock shall receive customary registration rights and piggy-back rights,
which include the right to demand registration of their shares with the SEC for public
sale and the right to include their shares in any public offering initiated by the
Company or another shareholder." A cross-reference for this statement refers to
disclosure in the Risk Factors section; however, we are unable to locate any relevant
discussion of piggy-back registration or other rights there. Please advise or revise.
What are the interests of our directors, executive officers and affiliates in the Offer?, page 8
6.The disclosure here indicates that affiliates do not intend to participate in an offer for
30% of the Common. Please revise to discuss that their percentage equity stake in the
Company will rise as a consequence of repurchases in the offer.
Risk Factors, page 9
7.Include a risk factor noting that the Company has the right to redeem all of the Series
B Preferred upon the occurrence of certain future events at the Conversion Ratio
without the approval of the Class B Preferred holders.
Expiration Date; Extensions; Amendments, page 11
8.We note the disclosure here that the Company reserves the right to terminate the offer
in its sole discretion. Reserving the right to terminate at will in an issuer's sole
discretion, without any objective conditions upon which such determination will be
made, implicates illusory offer concerns under Regulation 14E. Please revise.
Right of Withdrawal, page 14
Disclose that shareholders also have the right to withdraw shares not accepted after 9.

October 10, 2024
Page 3
the expiration of 40 business days from the commencement of the offer. See Rule
13e-4(f)(2)(ii).
Conditions to the Completion of the Offer, page 16
10.Refer to the first paragraph of this section. While you state that all offer conditions
must be satisfied on or before the Expiration Date, the reference in the same sentence
to "at any time prior to acceptance for exchange of the shares of Common Stock"
contradicts this language. Please revise the disclosure in quotes to correctly identify
the Expiration Date as the reference point for waiver or satisfaction of all offer
conditions.
11.Refer to our comments above. While a tender offer can be conditioned on any number
of objective conditions, reserving the right to terminate the offer at will for any reason
raises illusory offer concerns, in contravention of the provisions of Regulation 14E.
Please revise the following statement in the second-to-last paragraph of this
section: "In addition, the Company may terminate the Offer if any condition is not
satisfied or waived on or before the Expiration Date  or for any other reason if we so
elect" (emphasis added). Additionally, revise the last sentence of the lead-in paragraph
to this section, where similar language appears.
12.In the fifth bulleted offer condition, explain what is meant by a "limitation on prices
for" securities in the United States, or delete.
13.Refer to the offer condition listed in item (ii) in the fifth bullet point. This condition
could be triggered by "any significant adverse change in the price of securities
generally in the United States or other major securities markets." You do not quantify
what would constitute a "significant adverse change" for these purposes, nor do you
identify "other major securities markets." The condition is not limited to changes in
the price of particular securities. As currently worded, this condition appears so broad
as to potentially render this offer illusory, in contravention of Regulation 14E. Please
revise.
14.In the fifth bullet point, in item (iii), quantify what would constitute a "material
impairment" in the trading market for debt securities in the United States, for purposes
of this condition.
15.Refer to the statement in the second-to-last paragraph of this section that the Company
may assert any of the listed offer conditions "at any time, and from time to time..."
This suggests that the Company may wait for a period of time after an offer condition
is "triggered" to inform target security holders of its intentions. Please revise to state
that if an offer condition is triggered, the Company will promptly advise whether it
will waive the condition and proceed with the offer, or assert the condition to
terminate it.
Incorporation of Documents by Reference, page 33
16.Refer to the first paragraph after the bullet points on page 33. Schedule TO does not
permit "forward incorporation by reference" of documents you may file in future.
Please revise. To the extent you wish to incorporate by reference any documents to be
filed in future, you must amend the Schedule TO to specifically do so.

October 10, 2024
Page 4
General
17.It appears that the required certification and signature block for the filers on the
Schedule TO have been omitted. Please refile to include.
18.Revise the Offer to Exchange generally to highlight with greater prominence the fact
that the Class B Preferred being offered will not be listed on any exchange, unlike the
Common Stock, which is listed on the Nasdaq, and that the Class B Preferred may
become subject to the Required Conversion at the election of the Company.
19.We note that the Company filed a prospectus dated September 22, 2024 in connection
with an offering of over 28,000,000 new shares of Common Stock, along with several
series of warrants. The current exchange offer for the repurchase of approximately
one-third of the outstanding Common Stock commenced on October 4, 2024. Please
indicate when the offering of new common and warrants began and ended (if it has
been completed) for purposes of compliance with Regulation M and additionally,
whether the offering of new shares should be integrated with the exchange offer.
Provide the same information for the Common Stock being sold pursuant to the resale
prospectus dated September 20, 2024. We are unable to glean this information from
the disclosure on page 17.
20.Revise generally, including in a new Risk Factor section, to discuss the implications
for target security holders of the fact that you are selling or recently sold a very
significant number of new shares of Common Stock (including shares underlying
recently-issued warrants). See also our comment above regarding the need to address
this in discussing the purpose of this exchange offer.
21.Given the nature and extent of these comments, it may be necessary to file and
disseminate revised materials, in the same manner as you disseminated the original
offer to purchase. Please confirm your understanding in your response letter.
            We remind you that the filing persons are responsible for the accuracy and adequacy
of their disclosures, notwithstanding any review, comments, action or absence of action by
the staff.
            Please direct any questions to Christina Chalk at 202-551-3263.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions
cc:Ross D. Carmel, Esq.