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September 2, 2023
Anne Blackstone
Chief Executive Officer
LUDWIG ENTERPRISES, INC.
1749 Victorian Avenue, #C 350
Sparks, Nevada 89431
Re:LUDWIG ENTERPRISES, INC.
Amendment No. 3 to Registration Statement on Form S-1
Filed August 18, 2023
File No. 333-271439
Dear Anne Blackstone:
            We have reviewed your amended registration 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 registration 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 registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our August 7, 2023 letter.
Amendment No. 3 to Form S-1 filed August 18, 2023
Risk Factors
We are an early-stage genomics technology and health related Company without any products or
services currently available for sale, page 6
1.We note the disclosure here that you have several product and service candidates,
including your proprietary mRNA genetic program and nutraceutical supplement, which
you hope to bring to market by the second quarter of 2023. Please update this disclosure
and reconcile it with the disclosure on page 3 to describe your current business operations.

 FirstName LastNameAnne Blackstone
 Comapany NameLUDWIG ENTERPRISES, INC.
 September 2, 2023 Page 2
 FirstName LastName
Anne Blackstone
LUDWIG ENTERPRISES, INC.
September 2, 2023
Page 2
Business, page 36
2.We note your disclosure on page F-5 that on June 6, 2023, you formed Exousia Ai, Inc., a
Wyoming corporation, which is your wholly-owned subsidiary, and that “EXO is
expected to investigate a differential sequence of Exosomal Nanog DNA as a possible
diagnostic cancer marker.” Please revise your Business section to discuss the recent
formation of Exousia Ai, Inc. as well as to briefly describe the business it intends to
conduct. Please also file as an exhibit a list of all of your subsidiaries. See Item 601(b)(21)
of Regulation S-K.
Employees, page 46
3.We note the disclosure that you have no employees and that you retain persons who
perform required professional services on your behalf as consultants. Please revise to
disclose here or at another appropriate section of your prospectus to describe your
relationships with consultants to perform your business operations, including the
development of your products.
Certain Relationships and Related Transactions, page 51
4.We note your response to comment 1 and your revised disclosure here describing the
Common Stock Repurchase Agreement and the terms of the Note issued to Worthington
Financial Services, Inc. Please revise your disclosure here to discuss all material terms of
the Note, including the default provisions. In addition, we note that the Common Stock
Repurchase Agreement included as Exhibit 10.12 refers to two Exhibits, Exhibit A and
Exhibit B, but these exhibits do not appear to be included with the agreement. We also
note that the signature of CEO Anne Blackstone does not appear to be appropriately
executed in the agreement. Please refile the agreement to include all of its exhibits and a
fully executed signature for CEO Anne Blackstone or advise.
Financial Statements for the Six Months Ended June 30, 2023 and 2022, page F-1
5.Please remove the notation "Audited" from the column for December 31, 2022 since full
audited financial statements are not provided.
General
6.We note your response to comment 4. We also note that given you currently have no
employees, your business appears to substantially depend on your consultants, including
Mr. Terwilliger and Mr. Magliochetti, including with respect to managing interactions
between your business and The Fannon Group. Revise to disclose the business
relationships among your business, Mr. Terwilliger, Mr. Magliochetti, and The Fannon
Group. To the extent that you have agreements with these consultants on which your
business substantially depends, or these agreements are with related parties, please
disclose the material terms of these agreements and file them as exhibits pursuant to Item

 FirstName LastNameAnne Blackstone
 Comapany NameLUDWIG ENTERPRISES, INC.
 September 2, 2023 Page 3
 FirstName LastName
Anne Blackstone
LUDWIG ENTERPRISES, INC.
September 2, 2023
Page 3
601(b)(10) of Regulation S-K or explain the basis for your determination that filing them
is not required.
7.We note your response to comment 5 and reissue the comment. It appears that the section
entitled, "Directors, Executive Officers, Promoters and Control Persons," continues to
appear in your table of contents and we were unable to locate any revisions. Please revise
or remove the section from the table of contents.
            You may contact Kristin Lochhead at 202-551-3664 or Terence O'Brien at 202-551-3355
if you have questions regarding comments on the financial statements and related
matters.  Please contact Jessica Ansart at 202-551-4511 or Lauren Nguyen at 202-551-3642 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Eric Newlan