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April 13, 2023
Anthony Martini
President
Exceed Talent Capital Holdings LLC
160 Varick Street
New York, NY 10013
Re:Exceed Talent Capital Holdings LLC
Amendment No. 2 to Offering Statement on Form 1-A
Filed March 30, 2023
File No. 024-12122
Dear Anthony Martini:
            We have reviewed your offering statement 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 this letter by amending your offering statement and providing the
requested information.  If you do not believe our comments apply 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 offering statement and the information you
provide in response to these comments, we may have additional comments.
Amendment No. 2 to Offering Statement on Form 1-A
Risk Factors, page 6
1.We note your response to comments 3 and 4 and that you have removed the risk factor on
page 15 regarding NFTs.  Please revise to include risk factor disclosure that addresses the
issuance of the Rookie Class NFTs and the potential regulatory risks under the U.S.
federal securities laws if such NFTs are determined to be securities, such as compliance
with Section 5 of the Securities Act.
General
2.We note your response to comments 3 and 4, as well as your previous related responses.
While we do not have any further comments at this time regarding your responses, please
confirm your understanding that our decision not to issue additional comments should not
be interpreted to mean that we either agree or disagree with your responses, including any
conclusions you have made, positions you have taken and practices you have engaged in

 FirstName LastNameAnthony Martini
 Comapany NameExceed Talent Capital Holdings LLC
 April 13, 2023 Page 2
 FirstName LastName
Anthony Martini
Exceed Talent Capital Holdings LLC
April 13, 2023
Page 2
or may engage in with respect to this matter, including in regards to any NFTs or other
crypto assets that you may develop or mint in the future or that you may support or
facilitate the minting or trading of in the future.
3.We note your response to comment 5, as well as your previous related responses.  While
we do not have any further comments at this time regarding your responses, please
confirm your understanding that our decision not to issue additional comments should not
be interpreted to mean that we either agree or disagree with your responses, including any
conclusions you have made, positions you have taken and practices you have engaged in
or may engage in with respect to this matter.
            We will consider qualifying your offering statement at your request.  If a participant in
your offering is required to clear its compensation arrangements with FINRA, please have
FINRA advise us that it has no objections to the compensation arrangements prior to
qualification.
            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.  We also remind you that, following qualification of your Form 1-A, Rule 257
of Regulation A requires you to file periodic and current reports, including a Form 1-K which
will be due within 120 calendar days after the end of the fiscal year covered by the report.
            Please contact Taylor Beech at 202-551-4515 or Erin Jaskot at 202-551-3442 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Andrew Stephenson, Esq.