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November 4, 2024

Christina Chalk

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Mergers & Acquisitions

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Elevai Labs Inc.

    Schedule TO-I filed October 4, 2024

    SEC File No. 5-94408

Dear Ms. Chalk:

On behalf of Elevai Labs Inc. (the “Company”),
Sichenzia Ross Ference Carmel (“we”) have set forth below responses to the comments of the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) contained in its letter of October 10, 2024 (“Comment
Letter”) with respect to the Company’s Schedule TO-I (the “SCH TO-I”) as noted above.

For your convenience, the text of the Staff’s
comments is set forth below in bold, followed in each case by the Company’s responses. Please note that all references to page numbers
in the responses are references to the page numbers in the Amendment No. 1 to the SCH TO-I (the “SCH TO-I/A”) submitted
concurrently with the submission of this letter in response to the Staff’s comments.

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.

In response to the Commission’s comment,
the Company respectfully advises that previous language in SCH TOI-I indicated only that the Offer would not be made to target security
holders if it would be illegal to do so. The Company has revised the language in the “Important Notice” section and language
in the “Miscellaneous” section to clarify that the Offer will be made to shareholders subject to requirements of applicable
law, including law which renders the Offer illegal. We do not believe that not making Offers to target security holders in contravention
of applicable laws would violate Rule 13e-4(f)(8)(i).

Item 10. Financial Statements, page 1

2. 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
Instruction 2 to Item 10.

In response to the Commission’s comment,
the Company respectfully refers the Staff to the financial statements required under Item 10, which are now included in SCH TO-I/A.

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AVENUE OF THE AMERICAS | 31ST FLOOR | NEW YORK, NY | 10036

T (212) 930-9700 | F (212) 930-9725 | WWW.SRFC.LAW

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.

In response to the Commission’s comment,
the Company respectfully refers the Staff to the revised heading of this section to indicate that up to 15,000,000 shares of Common Stock
are being exchanged in the Offer.

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.

In response to the Commission’s comment,
the Company respectfully refers the Staff to the revised disclosure in the “Why is the Company making the Offer?” subsection
of SCH TO-I/A. This revised disclosure addresses the recent actions by the Company to register for sale twice the number of shares of
Common Stock as what is being sought in the Offer, while contemporaneously seeking to repurchase up to 15,000,000 shares of Common Stock
in the Offer. In revising the referenced disclosure, the Company has also noted the Staff’s comments 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.

In response to the Commission’s comment,
the Company respectfully refers the Staff to the revised cross-reference and corrected heading of the Risk Factor entitled “There
is no established trading market for the Series B Preferred Stock, which may limit your ability to resell the Series B Preferred
Stock.”

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.

In response to the Commission’s comment,
the Company respectfully refers the Staff to the revised disclosure in the “What are the interests of our directors, executive officers
and affiliates in the Offer?” subsection to indicate that affiliates’ equity stake in the Company will rise if they repurchase
shares in the Offer. The Company has also revised the disclosure in the “Interests of directors, executive officers and affiliates
of the Company in shares of Common Stock” subsection to reflect the same.

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AVENUE OF THE AMERICAS | 31ST FLOOR | NEW YORK, NY | 10036

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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.

In response to the Commission’s comment,
the Company respectfully advises the Staff that the Series B Preferred Stock are not redeemable but upon the occurrence of certain events,
the Company may elect to convert 100% of the outstanding Series B Preferred Stock to Common Stock at the Conversion Ratio without the
approval of the Class B Preferred holders. The Company refers the Staff to the added risk factor in SCH TO-I/A, which discusses this possibility
of conversion.

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.

In response to the Commission’s comment,
the Company respectfully refers the Staff to the revised disclosure in the “Expiration Date; Extensions; Amendments” subsection.

Right of Withdrawal, page 14

9. Disclose that shareholders also have the
right to withdraw shares not accepted after the expiration of 40 business days from the commencement of the offer. See Rule 13e-4(f)(2)(ii).

In response to the Commission’s comment,
the Company respectfully refers the Staff to the revised disclosure in the “Right of Withdrawal” subsection, which indicates
that shareholders have the right to withdraw shares not accepted after the expiration of 40 business days from the commencement of the
Offer.

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.

In response to the Commission’s comment,
the Company respectfully refers the Staff to the revised disclosure in the “Conditions to the Completion of the Offer” subsection,
which states that all conditions of the Offer must be satisfied on or before the Expiration Date.

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.

In response to the Commission’s comment,
the Company respectfully refers the Staff to the revised disclosure in the penultimate paragraph of the “Conditions to the completion
of the Offer’ subsection and first paragraph of the section.

12. In the fifth bulleted offer condition,
explain what is meant by a "limitation on prices for" securities in the United States, or delete.

In response to the Commission’s comment,
the Company respectfully refers the Staff to the revised disclosure in the fifth bulleted offer condition.

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AVENUE OF THE AMERICAS | 31ST FLOOR | NEW YORK, NY | 10036

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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.

In response to the Commission’s comment,
the Company respectfully refers the Staff to the revised disclosure in the fifth bulleted offer condition.

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.

In response to the Commission’s comment,
the Company respectfully refers the Staff to the revised disclosure in the fifth bulleted offer 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.

In response to the Commission’s comment,
the Company respectfully refers the Staff to the revised disclosure in the penultimate paragraph of the “Conditions to the Completion
of the Offer” subsection to state that if any condition is not satisfied, the Company will promptly advise whether it will waive
the condition and proceed with the Offer, or assert the condition which has not satisfied and terminate the Offer.

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.

The Company respectfully notes the Staff’s
comment and refers the Staff to the revised disclosure in the ‘Incorporation of Documents by Reference” section, which excludes
the “forward incorporation by reference” disclosure.

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.

In response to the Commission’s comment,
the Company refers the Staff to the required certification and signature block for the filers on the Schedule TO in the SCH TO-I/A.

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.

In response to the Commission’s comment,
the Company advises the Staff that it has revised applicable disclosures throughout SCH TO-I/A to highlight with greater prominence the
fact that the Class B Preferred Stock will not be listed on any exchange, unlike the Common Stock, which is listed on the Nasdaq, and
that the Class B Preferred Stock may become subject to the Required Conversion at the election of the Company.

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AVENUE OF THE AMERICAS | 31ST FLOOR | NEW YORK, NY | 10036

T (212) 930-9700 | F (212) 930-9725 | WWW.SRFC.LAW

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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.

In response to the Commission’s comment, the Company respectfully
refers the Staff to revised disclosure on page 17, which indicates that the referenced securities offering of over 28,000,000 new shares
of Common Stock, along with several series of warrants pursuant to the prospectus dated September 22, 2024 commenced on September 22,
2024 and was completed on September 24, 2024. The Company respectfully advises that the current report on Form 8-K disclosing such details
and filed with the Commission on September 25, 2024 is incorporated by reference in the Schedule TO. The offering