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    April
    17, 2024

United
States Securities and Exchange Commission

Division
of Corporation Finance – Office of Finance

Washington,
DC 20549

    Attention:
    Mr.
    Tyler Howes

    Ms.
    Laura Crotty

    Ms.
    Christine Torney

    Ms.
    Lynn Dicker

    Re:
    Invizyne
                                            Technologies Inc.

    Amendment
    No. 1, to Registration Statement on Form S-1

    File
    Date: February 14, 2024

    Amendment
    No. 2 file date: April 17, 2024

    File
    No. 333-276987

Dear
Sirs and Mesdames:

Reference
is made to the letter of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”),
dated March 13, 2024, commenting on Amendment No. 1, to the registration statement on Form S-1 (“Form S-1”), of Invizyne
Technologies Inc. (the “Company”), filed on February 14, 2024.

I
am responding on behalf of the Company as its counsel, to the comment letter. The response format sets forth the Staff comment followed
by the response thereto of the Company.

Amendment
No. 1 to Registration Statement on Form S-1

Cover
Page

1.
We note disclosures on page F-6 and F-22 that you elected to opt out of the extended transition period for applying new or revised accounting
standards. Please revise the cover page of your filing to check the box indicating your election to not use the extended transition period
for complying with new or revised financial accounting standards.

 Response:

The
opt out box has been checked in this amendment.

    Securities and Exchange Commission

April
                                            17, 2024

Page 2

2.
We note your disclosure on page 21 that the listing of the company’s common stock on Nasdaq is a closing condition to the offering
under the underwriting agreement. Please revise the cover page to disclose that the offering is contingent upon the listing.

Response:

There
has been added, in places where appropriate throughout the prospectus, that approval of the listing of the Common Stock on the Nasdaq
Stock Market is a closing condition to the initial public offering by the Company.

3.
Please revise the cover page to state that MDB Capital Holdings, LLC is the parent company of Invizyne. In this regard we note your statement
on page F-6 that the company “is a technology development subsidiary of MDB Capital Holdings, LLC.”

Response:

There
has been added, in places where appropriate throughout the prospectus, that MDB Capital Holdings, LLC is the parent company of Invizyne.

Table
of Contents, page i

4.
We refer to the second sentence of the second paragraph following your table of contents. Please revise this sentence to remove the double
negative as the current drafting implies you have authorized third-parties to provide information differing from the disclosures in this
prospectus.

Response:

The
double negative has been removed in response to the above comment from the Staff.

Prospectus
Summary

Overview,
page 1

5.
Please revise the Summary to present a balanced view of the company by stating that you are a pre-revenue, development stage company
without a history of manufacturing, product development, or marketing endeavors. Please also state that as of the date of the prospectus
the company’s technology is still largely in development and products are being produced at lab scale quantities only, with no
assurance that products in development will ever reach commercial scale quantities or become commercially viable, as disclosed elsewhere.

Response:

The
disclosure about the Company has been revised in the summary and in the “Business” section, as well as in other relevant
places in the prospectus, to give a more balanced view of the company in several ways: (i) in various places, it is stated that the Company
is a pre-revenue, development stage company, (ii) in various places, it is made clear that the Company does not have a history of manufacturing,
and where appropriate clearly indicates that its manufacturing has been in a laboratory setting, (iii) in various places, it is made
clear that the company does not have a history of extensive product development but rather its products are cannabinoids and biofuel,
and (iv) it has limited marketing experience. There has been added disclosure in various places to clarify that the Company products
may not reach commercial scale or be commercially viable.

    Securities and Exchange Commission

April
                                            17, 2024

Page 3

6.
Please revise both the Summary and Business sections generally to eliminate puffery and marketing language used to describe the company
and its SimplePathTM platform, as many of the assertions appear premature based on your stage of development. Alternatively,
provide support for all such assertions. By way of example only, we note the following:

● Your
statement that Invizyne is “redefining” biomanufacturing.

●
Your statement that Invizyne has developed a new technology that you believe has the potential to “revolutionize the way
molecules are created” and “revolutionize the production of many valuable chemicals, drive industry expansion, and shape
a more sustainable future”.

●
Your statement that the process “radically simplifies” the biobased process of synthesizing a new molecule and
“eliminates many of the inherent limitations and bottlenecks of legacy technologies”.

●
Descriptions of Simple Path as “groundbreaking”.

●
Your statement that Invizyne has the “potential to decarbonize the chemical sector”.

●
The following statement on page 37: “Much like how plastics transformed our society in the 1960’s, we believe that our
Biomanufacturing 2.0 platform, SimplePath’, is the future of how everyday products will be delivered.”

Response:

The
disclosure throughout the prospectus has been revised to eliminate puffery and marketing language, including but not limited to the above
referenced language occurrences. The disclosure has been revised to focus on what the Company is doing at this time and the time period
for the use of funds, rather than so much in the future.

7.
Please tell us your basis for your assertion that SimplePath is more “efficient, environmentally friendly, and cost-effective”
than traditional methods of sourcing molecules. Please disclose if you or any third-parties have conducted studies to confirm these claims.

Response:

The
disclosure has been revised, throughout the prospectus, to compare the management beliefs about the quality of the SimplePathTM
platform and processes compared to the several legacy methods of producing chemicals and products.

There
has been disclosed that the assertions about the SimplePathTM platform and processes have only been recently created and tested
in the laboratory setting and that there has been no third party, independent testing or studies conducted to verify the claims of the
Company.

    Securities and Exchange Commission

April
                                            17, 2024

Page 4

8.
Please revise this section to explain what your current commercialization plans are for your cannabinoid applications of your SimplePathTM
platform. In your revisions, please clarify if you intend to out-license potential APIs, collaborate with third-parties or conduct
clinical development on your own.

Response:

The
prospectus summary has been revised to clarify that the commercialization strategy is largely going to be through the use of third parties
adopting for their use the SimplePathTM platform and processes.

9.
Please revise your disclosure in explain the basis for your statements here and elsewhere that you have “successfully demonstrated”
in the laboratory the feasibility of manufacturing chemicals using SimplePathTM and that you believe your processes can be
“scaled up to achieve commercial production capabilities”. In this regard we note your risk factor disclosure that you have
may never reach commercial scale quantities or become commercially viable.

Response:

The
prospectus has been modified to indicate the statement noted in the above comment from the Staff, and similar statements in the prospectus,
are being made on the basis of the Company belief. These statements also have been modified to add explanation and qualification, tempering
the assertive nature of the statements in the original prospectus.

Summary
of Risk Factors, page 3

10.
We note the statement on page 4 and elsewhere that the company is a smaller reporting company within the meaning of the Securities Act.
Please revise the front page of the registration statement to check the smaller reporting company box accordingly.

Response:

The
smaller reporting company box has been checked in this amendment.

    Securities and Exchange Commission

April
                                            17, 2024

Page 5

11.
Please revise the last bullet point on page 4 to quantify the immediate dilution per share in the net tangible book value of the common
stock an investor may purchase in the offering, as disclosed on pages 23 and 25.

Response:

There
has been added a quantification of per share dilution as a result of the offering to the bullet list of risk factors.

Risk
Factors, page 8

12.
Please revise the risk factors section to include a risk factor regarding the conflict of interest between the company and Public Ventures,
LLC as the underwriter of the offering.

Response:

There
has been added a risk factor indicating the conflict of interest between the Company and Public Ventures, LLC, the underwriting of the
offering.

13.
Please revise this section to include a risk factor regarding the dilution that may be experienced as a result of the selling security
holder offering. Your discussion should include the number of shares to be offered by the selling security holder versus the number of
shares being offered by the company directly.

Response:

We
wish to point out to the Staff that there will not be substantial economic or voting dilution as a result of the selling security holder
offering. The reason for this is that bulk of the offered 8,027,538 shares are currently issued and outstanding. Only 410,586 shares
of Common Stock are to be issued at a price less than the offering price. Given that these shares will represent only 2.4% of the post
offering issued and outstanding shares in the amount of 17,050,000 shares, the Company has not provided the dilution calculation, because
it will be quite small.

Notwithstanding
the above, there has been disclosure in various places added to indicate that the selling security holder has a large amount of shares,
what its current and post offering percentage ownership position will be, and that if it sells its shares there will may be substantial,
adverse market effect.

Our
systems rely on the need for purified enzymes and co-factors for the conversions of input feedstock into final products, page 11

14.
We note your discussion of “co-factors” and “feedstock” both here and elsewhere in the prospectus. Please revise
your disclosure to explain the meaning of these terms in the context discussed.

Response:

The
disclosure in the prospectus has been clarified about what co-factors and feedstock are. At the above referenced section of the prospectus,
at other places throughout the prospectus, where technical terms have been used, the language has been modified to add explanatory parentheticals
and sentences.

    Securities and Exchange Commission

April
                                            17, 2024

Page 6

15.
We note the following statement on page 11: “We have observed continuous conversion of input feedstock into product for a time
period of at least seven days.” Please revise this risk factor to explain the significance of this statement and the disclosure
that follows.

Response:

The
prospectus has been modified to indicate the significance of the seven day time frame. The fact of a longer conversion period indicates
a more efficient, and therefore a more cost effective, process.

We
currently have limited accounting personnel with the background in public company accounting and reporting., page 19

16.
Please revise this risk factor to explain the material risk presented by potential future material weaknesses in the company’s
controls and procedures.

Response:

The
risk factor has been revised and an additional risk factor has been added to indicate more generally the risks about a possible material
weakness in the Company’s controls and procedures.

Dividend
Policy, page 24

17.
Please revise your disclosure in this section to note the share dividend declared and paid on February 7, 2024.

Response:

The
dividend disclosure has been revised to make clear the nature of dividends and distributions, and there has been added a second paragraph
discussing the February 7, 2024 stock dividend.

    Securities and Exchange Commission

April
                                            17, 2024

Page 7

Dilution,
page 25

18.
Please tell us and revise your filing as necessary to explain how you have determined the net tangible book value of $3.0 million, or
$0.30 per share of Common Stock as of September 30, 2023 and pro forma as adjusted net tangible book value as of September 30, 2023,
of approximately $3.0 million, or $0.24 per share of Common Stock. Additionally, please reconcile the disclosures in the first two paragraphs
of net tangible book value per share and pro forma as adjusted net tangible book value per share with the dilution table on page 25.

Response:

The
figures have been updated to reflect the status as of December 31, 2023. The net tangible book value per share of Common Stock is calculated
by subtracting our total liabilities from our total tangible assets and then dividing by the number of outstanding shares of Common Stock.
Additionally, the dilution table has been aligned with the information provided in the previous paragraphs.

Management’s
Discussion and Analysis of Financial Condition and Results of Operations

Critical
Accounting Estimates

Stock
Based Compensation, page 32

19.
Please explain to us how you determined the fair value of the common stock underlying your equity issuances and the reasons for any differences
between the recent valuations of your common stock leading up to the initial public offering and the estimated offering price. This information
will help facilitate our review of your accounting for equity issuances including stock compensation. Please discuss with the staff how
to submit your

Response:

A
409a valuation completed on March 1, 2023, valued the business at $1.66 per share. In September 2023, the company authorized stock options
for a total of 914,132 shares of common stock at a price of $1.66 per share, with the option agreements executed on November 1, 2023.
Since the options were promised in September 2023, the March 1, 2023, 409a valuation served as an appropriate measure of the share price.
There were no significant changes in the company’s operations between March 2023 and November 2023 that would affect the valuation.

    Securities and Exchange Commission

April
                                            17, 2024

Page 8

Business

Overview,
page 35

20.
We note your disclosure stating that you have received grants from two non-governmental sources in addition to the grants from the DOE
and NIH. Please revise your disclosure to provide more background on these grants, including a discussion of what the grants were for,
any material terms of the grants and the names of the non-governmental parties.

Response:

The
prospectus has been modified to include information about the grants received from the non-go