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    Graubard
                                            Miller

    The
    Chrysler Building

    405
    Lexington Avenue

    New
    York, N.Y. 10174-4499

    (212)
    818-8800

    Facsimile

    direct
    dial number

    (212)
    818-8881

    (212)
    818-8638

    email
    address

    jgallant@graubard.com

June
6, 2024

Securities
and Exchange Commission

Division
of Corporation Finance

Office
of Energy & Transportation

100
F Street, NE

Washington,
D.C. 20549

    Re:
    Eightco
    Holdings Inc.

    Form
    10-K for the Fiscal Year ended December 31, 2023

    Filed
    April 2, 2024

    File
    No. 001-41033

Ladies
and Gentlemen:

On
behalf of Eightco Holdings Inc. (the “Company”), the Company hereby responds as follows to the comment letter from
the staff of the Securities and Exchange Commission (the “SEC”) dated May 22, 2024, relating to the above-referenced
Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (the “Form 10-K”). Captions and
page references herein correspond to those set forth on Amendment No. 2 to the Form 10-K.

Capitalized
terms used but not defined herein have the meanings ascribed to them in the Form 10-K.

Form
10-K for the Fiscal Year ended December 31, 2023

Management’s
Discussion and Analysis

Warrant
Accounting, page 37

1. We
                                            note your disclosure indicating that based on guidance in FASB ASC 815 you classified warrants
                                            that were issued in connection with convertible notes, as referenced in Note 16, as liabilities.
                                            However, it appears that you report warrants within equity/additional paid in capital on
                                            page F-5.

Please
address this apparent inconsistency and provide us with the analysis that you performed of the applicable accounting guidance and warrant
provisions in determining the appropriate accounting and classification for the warrants.

    GRAUBARD MILLER

Securities and Exchange Commission

June 6,
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  2024

Page 2

Please
also explain to us how you considered the guidance in the April 12, 2021 Staff Statement on Accounting and Reporting Considerations for
Warrants, in formulating your approach. You may view that guidance at the following website location.

https://www.sec.gov/news/public-statement/accounting-reporting-warrants-issued-spacs

Please
expand your disclosures in Note 2 to include your accounting policy for warrants.

In
response to the Staff’s comment, the Company has expanded its disclosures in Note 2 to the financial statements to include the
Company’s accounting policy for warrants as requested. Attached as Exhibit A is the Company’s memorandum on its warrant accounting
and its current review of the guidance in the April 12, 2021 Staff Statement on Accounting and Reporting Considerations for
Warrants. The Company has also revised the disclosure on page 21 of “Management’s Discussion and Analysis of Financial
Condition and Results of Operations” of the Form 10-K to clarify the Company’s classification of warrants as equity.

Financial
Statements

Note
1 - Nature of Operations and Basis of Presentation, page F-7

2. We
                                            note your disclosures indicating that you previously sold BTC bitcoin mining equipment and
                                            developed a non fungible token (NFT) character set under the Web3 business though have no
                                            intention of continuing that business at this time. We note similar disclosures about halting
                                            the BTC and Web3 businesses on pages 4 and 5.

Please
expand your disclosures to clarify the extent of any revenues or expenses, gains or losses associated with the BTC and Web3 businesses
that you recognized for the periods presented in your filing, including the extent of any assets (e.g. PP&E, inventory or intangible
assets) related to the businesses that have either been retained, sold or written off; and for any assets retained as of December 31,
2023, provide us with any analyses that you performed of their recoverability.

Please
reconcile the disclosures referenced above with those associated with revenues and cost of revenues on page 37, which indicate you are
anticipating future sales of bitcoin mining equipment, and the disclosures of CW Machines LLC, on page 5, which describe this subsidiary
as a reseller of Bitcoin mining equipment and services.

In response to the Staff’s
comment, the Company has expanded its disclosures in the financial statements to clarify the extent of any revenues or expenses, gains
or losses associated with the BTC and Web3 businesses that it recognized for the periods presented in the Company’s filing. In
addition, the Company has reconciled and updated the disclosures referenced above with those associated with revenues and cost of revenues
on page 37 of the Form 10-K, which indicate that the Company is anticipating future sales of bitcoin mining equipment, and the disclosures
on page 5 of the Form 10-K, relating to CW Machines LLC. Attached as Exhibit B is the Company’s analysis on assets related to the
BTC business. The Company does not hold any assets with value as of December 31, 2023 related to the BTC and Web3 business.

The
Company did not have any sales of Bitcoin mining equipment in 2023 and does not anticipate any future sales of bitcoin mining equipment.
The only sales occurred in 2022 under CW Machines. The Company anticipates dissolving CW Machines in 2024.

Note
2 - Summary of Significant Accounting Policies, page F-8

Revenue
Recognition, page F-9

3. We
                                            note your disclosure on page 4 indicating your subsidiary Forever 8 provides funding solutions
                                            for businesses by purchasing inventory on behalf of its customers, applying a mark-up and
                                            collecting revenues as the products are sold.

Please
expand your disclosure to clarify whether your role in these transactions is that of a principal or agent, and describe the particular
aspects of the associated contractual arrangements that you believe are consistent with your assessment; it should be clear how you have
considered the guidance in FASB ASC 606-10-55-36 to 55-40.

    GRAUBARD MILLER

Securities and Exchange Commission

June 6,
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  2024

Page 3

Please
clarify the nature and extent of any control that you have over the inventory while in your custody. For example, describe any discretion
that you have with regard to transaction pricing, and describe any inventory and sales risks that you assume.

Also
clarify whether you are entitled to any incremental fees from vendor customers for unsold inventory, and whether you have an option to
put/sell the inventory to vendor customers under any circumstances.

In
response to the Staff’s comment, the Company has expanded its disclosures to clarify whether the Company’s role in these
transactions is that of a principal or agent, and described the particular aspects of the associated contractual arrangements that the
Company believes are consistent with its assessment. Attached as Exhibit C is the Company’s memorandum on revenue recognition.

The
Company wishes to advise the Staff that the Company’s products are moved through Third Party Logistic Providers
(“3PLs”). Forever 8 owns and controls the contractual relationship with these 3PLs and its customers notify Forever 8
when it would like the 3PLs to pack, mark and ship products to its customer or platform fulfillment center. The movement of the stock
and relative unit amounts is at the discretion of Forever 8.

Forever
8 has full discretion on what price the inventory is sold to its customer. This is determined at the time of signing the agreement with
its customers. The customers can then sell these products on e-commerce platforms at the pricing of their choosing. If sales are slower
than expected or there is a breach of the agreement, Forever 8 can liquidate the inventory and has pricing discretion when it does liquidate.

The
Company takes risk on the inventory. If a product is never sold, the Company then attempts to liquidate the product and it is
responsible for assuming that loss. The Company’s customers can elect to not purchase the inventory we have on hand and will
not be charged an incremental fee for the unsold inventory and therefore do not assume risk of loss on the unsold inventory. In the
agreements, this is clearly laid out as follows:

“Notwithstanding
the above and anything to the contrary, Vendor shall not be obligated to F8 under this Agreement in the event that the Inventory is not
sold.”

Moreover,
the Company does not have an option to put/sell the inventory to vendor customers under any circumstances. In addition, the Company has
attached its analysis of the Company acting as principal due to the risk of inventory loss (Exhibit C). In addition, the Company’s
customers are only responsible for repayment of the accounts receivable for items sold. They are able to terminate the agreement at any
time under the terms of the agreement.

Note
4 - Acquisitions, page F-11

4. We
                                            note your disclosure regarding your October 1, 2022 acquisition of Forever 8 Fund LLC (Forever
                                            8), indicating the Sellers received $37.9 million purchase consideration including 215,000
                                            preferred membership units of Forever 8 valued at $7.3 million, and convertible promissory
                                            notes valued at $24.5 million.

Please
identify the counterparties in that transaction and describe any associations between or among them, and you, including the extent of
any common ownership of the entities involved just prior to the transaction and subsequently .

Tell
us how you considered the guidance in FASB ASC 805-50-45-1 to 45-5, FASB ASC 805-50-50-1 to 50-4, and FAS ASC 805-50-15-6.

    GRAUBARD MILLER

Securities and Exchange Commission

June
                                            6, 2024

Page 4

For
example, this should encompass the interest of your CEO Paul Vassilakos, who we understand was also the President of Forever 8 prior
to its acquisition, and is identified as the representative of the seller in the Membership Interest Purchase Agreement filed as Exhibit
2.2 to your Form 10-K.

We
also note disclosure in Note 17 on page F-21 indicating the convertible promissory notes were issued to related parties.

The Company advises the Staff
that, to its knowledge, there was no material common ownership of the entities involved just prior to the transaction and
subsequently thereto.

To the Company’s knowledge, the
only substantive association between or among the counterparties is that DGB3, LLC, an entity that is majority owned by Chris Ferguson,
a 26.3% owner of Forever 8, was the former CEO of Vinco Ventures, Inc. (the Company’s former Parent) from September 2017-October
2021. A separate entity related to Mr. Ferguson was also the owner of a property that Cryptyde rented for a crypto division that was
never launched.

  The Company advises the
  Staff that following the closing of the acquisition,
  Mr. Vassilakos became a related party, due to a continuing role with the Company as President of Forever 8, then the
  Company’s subsidiary, and the representative of the Sellers of Forever 8. Mr. Vassilakos had no prior relationship with the
  Company.

The
convertible promissory notes were identified as related parties due to being issued to all sellers of Forever 8 (which became a subsidiary
of the Company after the transaction) and due to the significance of the notes.

Also attached as Exhibit D is the Company’s memorandum for the acquisition of Forever 8.

5. If
                                            your merger with Forever 8 was not a transaction among entities under common control, then
                                            please explain to us how you applied the guidance in FASB ASC 805-10-55- 11 to 55-15 in identifying
                                            the accounting acquirer.

Given
your disclosure on page 34, indicating the promissory notes issued in that transaction provide the holders with “sole and absolute
discretion” to convert all or part of the promissory notes into Eightco Holdings Inc. common shares, tell us how you considered
the number of shares into which the notes may be converted in determining that the sellers would not effectively control, or have the
ability to control upon conversion, Eightco Holdings Inc. if that is your view.

Please
provide us with your analysis of the conversion provisions and your determination of the number of shares that would be issuable upon
conversion, beginning with the transaction date and extending through each subsequent period.

The
Company determined that it was the accounting acquirer based on the pre-reverse fully diluted number of shares at the time of the acquisition
of 119,951,188, of which 92,201,188 were outstanding or reserved for existing shareholders and 27,750,000, of which 7,000,000 was contingent
consideration, were reserved for the Sellers of Forever 8 at the time of the acquisition. The Sellers of Forever 8 subsequently
received additional preferred units of 3,750,000 and the opportunity to receive 11,500,000 shares of common stock based on the achievement
of certain earnout targets. The earnout shares were forfeited by the Sellers of F8 in March 2024. All of the amounts above are pre-reverse
amounts and were reduced due to the reverse in April 2023.

Attached
hereto as Exhibit D is the Company’s accounting memorandum for the acquisition of Forever 8 addressing ASC 805, Business
Combinations. Attached hereto as Exhibit E is a capitalization table which shows the Company’s share activity on a fully
diluted basis and the percentage of ownership by Forever 8 Sellers on a quarterly basis through December 31, 2023.

6. If
                                            your merger with Forever 8 was not a transaction among entities under common