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March 4, 2024
Brian McFadden
Chief Executive Officer
Eightco Holdings Inc.
909 New Brunswick Ave.
Phillipsburg, NJ 08865
Re:Eightco Holdings Inc.
Registration Statement on Form S-3
Filed February 5, 2024
File No. 333-276876
Dear Brian McFadden:
            We have conducted a limited review of your registration statement and have the
following comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Form S-3 filed February 5, 2024
General
1.We note that your Form 10-Q for the quarter ended September 30, 2023 on page 10 states
that "[t]he accompanying financial statements have been prepared on a going concern
basis..." and that there is "...substantial doubt about [your] ability to continue as a going
concern within one year after the date that the financial statements are issued." Please
revise Summary and where appropriate regarding the auditor's doubt about your ability to
continue as a going concern.
Risk Factors, page 5
2.We note the disclosure in your Form 8-K filed on October 5, 2023 that you received
notice of non-compliance with the Nasdaq requirements pertaining to the minimum bid
price for listed stock pursuant to its rules for continued listing. Please revise here and
where appropriate to disclose the risks related to this notice and the risks of a

 FirstName LastNameBrian McFadden
 Comapany NameEightco Holdings Inc.
 March 4, 2024 Page 2
 FirstName LastName
Brian McFadden
Eightco Holdings Inc.
March 4, 2024
Page 2
potential delisting, including your continued eligibility to use Form S-3 and potential
violations, if any, of representations and warranties associated with your funding sources.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Robert Arzonetti at 202-551-8819 or James Lopez at 202-551-3536 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:       Alla Digilova