SecProbe.io

CORRESP
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 Amaze Holdings, Inc.

 2901 West Coast Highway, Suite 200

 Newport Beach, California 92663

 September 18, 2025

 VIA EDGAR

 Office of Trade and Services

 Division of Corporation Finance

 United States Securities and Exchange Commission

 100 F Street, N.E.

 Washington, DC 20549

 Attn: Rucha Pandit

 Re: Amaze
Holdings, Inc.

 Registration
Statement on Form S-3

 File
No. 333-289876

 Request
for Acceleration

 Ladies and Gentlemen:

 Pursuant to Rule 461 under the Securities Act of 1933,
as amended, Amaze Holdings, Inc. hereby requests that the Securities and Exchange Commission accelerate the effective date of the above-referenced
Registration Statement on Form S-3 (the "Registration Statement") and declare the Registration Statement effective as of 4:00
p.m. Eastern Time on September 19, 2025, or as soon thereafter as is practicable.

 Please notify Andy Tataryn of Maslon LLP at 612-672-8327 or, in his absence,
Bill Mower of Maslon LLP at 612-672-8358 when this request for acceleration has been granted.

 Very truly yours,

 AMAZE HOLDINGS, INC.

 By: /s/ Aaron Day

 Aaron Day

 Chief Executive Officer

CORRESP
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 Amaze Holdings, Inc.

 2901 West Coast Highway, Suite 200

 Newport Beach, California 92663

 September 17, 2025

 VIA EDGAR

 Office of Trade and Services

 Division of Corporation Finance

 United States Securities and Exchange Commission

 100 F Street, N.E.

 Washington, DC 20549

 Attn: Eddie Kim

 Re: Amaze
Holdings, Inc.

 Registration
Statement on Form S-1

 File
No. 333-290177

 Request
for Acceleration

 Ladies and Gentlemen:

 Pursuant to Rule 461 under the Securities Act of 1933,
as amended, Amaze Holdings, Inc. hereby requests that the Securities and Exchange Commission accelerate the effective date of the above-referenced
Registration Statement on Form S-1 (the "Registration Statement") and declare the Registration Statement effective as of 4:00
p.m. Eastern Time on September 19, 2025, or as soon thereafter as is practicable.

 Please notify Andy Tataryn of Maslon LLP at 612-672-8327 or, in his absence,
Bill Mower of Maslon LLP at 612-672-8358 when this request for acceleration has been granted.

 Very truly yours,

 AMAZE HOLDINGS, INC.

 By: /s/ Aaron Day

 Aaron Day

 Chief Executive Officer

<DOCUMENT>
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<TEXT>
 September 17, 2025

Aaron Day
Chief Executive Officer
AMAZE HOLDINGS, INC.
2901 West Coast Highway, Suite 200
Newport Beach, CA 92663

 Re: AMAZE HOLDINGS, INC.
 Registration Statement on Form S-1
 Filed September 10, 2025
 File No. 333-290177
Dear Aaron Day:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
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.

 Please contact Eddie Kim at 202-551-8713 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
cc: Andy Tataryn
</TEXT>
</DOCUMENT>

CORRESP
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 VIA EDGAR

 September 10, 2025

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Trade & Services

 100 F Street, NE

 Washington, D.C. 20549

 Attn: Rucha Pandit and Taylor Beech

 Re:
 Amaze Holdings, Inc.

 Registration Statement on Form S-3

 Filed August 27, 2025

 File No. 333-289876

 Ladies and Gentlemen:

 On behalf of Amaze Holdings, Inc., a Nevada corporation (the " Company "),
we submit the Company's response to the comments received from the staff (the " Staff ") of the U.S. Securities
and Exchange Commission (the " Commission ") set forth in the comment letter dated September 8, 2025, with respect to
the Company's Registration Statement on Form S-3 filed with the Commission on August 27, 2025.

 For your convenience, the Staff's comments are repeated below
in bold and are followed by the Company's responses.

 Registration Statement on Form S-3

 General

 1 . It appears that you do not meet the eligibility requirement set forth in General Instruction I.A.3(b) of Form S-3. In this regard,
we note that the Form 8-K filed on October 15, 2024 does not appear to have been timely filed, given that it relates to a reportable event
that occurred on October 7, 2024. We also note that the Form 8-K filed on February 12, 2025 does not appear to have been timely filed,
given that it relates to a reportable event that occurred on February 5, 2025. Please explain why you believe you are eligible to use
Form S-3 to register this offering or amend your registration statement to file on an appropriate form.

 Response :

 The Company respectfully advises the Staff that the October 15, 2024 Form
8-K contained a disclosure item that does not impact S-3 eligibility. In particular, General Instruction I.A.3(b) to Form S-3 provides
that the failure to file timely a Form 8-K with respect to certain items, including Item 1.01 (entry into a material definitive agreement),
will not result in losing Form S-3 eligibility. The October 15, 2024 Form 8-K reported a loan made by the Company to a third party, evidenced
by a secured promissory note effective October 7, 2024 payable to the Company. The Company reported the October 7 loan transaction under
Item 1.01 (entry into a material definitive agreement) of Form 8-K. The October 7 loan transaction did not trigger any other Form 8-K
item. We believe the late filing of the Item 1.01 disclosure of the October 7 loan transaction did not cause the Company to lose it S-3
eligibility.

 The October 15, 2024 Form 8-K also reported events that occurred on October
8 (entry into securities purchase agreements and the sale of secured convertible promissory notes and warrants), October 15 (entry into
securities purchase agreements and the sale of Series B preferred stock, with the first sale occurring on October 11, 2024), and October
14 (signing a non-binding letter of intent). The Company reported all of these triggering events within the required four business day
period in the October 15, 2024 Form 8-K. We note that October 14, 2024 was a federal holiday and therefore that day is excluded from the
four business day count. Accordingly, the triggering event that occurred on Wednesday, October 8, 2024, was required to be filed by October
15, 2024.

 The Company also respectfully advises the Staff that the February 12, 2025
Form 8-K was timely filed. The Form 8-K filed on February 12, 2025 (the "Original 8-K") related to the Company's entry
into a securities purchase agreement and pledge agreement (together, the "Definitive Agreements") and the sale of secured
original issue discount promissory notes (the "OID Notes") and shares of the Company's common stock (the "Shares").
The Original 8-K incorrectly listed the date of the Definitive Agreements and the sale date of the OID Notes and Shares as February 5,
2025. The Company did not release its executed signature pages to the Definitive Agreements and OID Notes, and did not issue and deliver
the Shares, until the investors began funding on February 6, 2025. Therefore, the February 6, 2025 is the correct date of the Definitive
Agreements and OID Notes. On February 13, 2025, the Company filed an amendment to the Original 8-K (the "Amended 8-K )
 to report the error and reflect the correct date of the Definitive Agreements, the issuance date of the OID Notes and the date
of the earliest event reported, in each case as February 6, 2025.

 Further, we believe the Definitive Agreements and OID Notes became enforceable,
binding obligations on February 6, 2025 when the executed signature pages were released and the funding commenced. Therefore, we view
the obligation to disclose the unregistered sales of equity securities under Item 3.02 of Form 8-K to have occurred on February 6, 2025.

 As a result, the February 12, 2025 Form 8-K was filed within the required
four business day period following the actual date of the transaction.

 Accordingly, for the reasons stated above, we believe that the Company
remains eligible to use Form S-3 pursuant to Instruction I.A.3(b) of Form S-3.

 Please contact me at (612) 672-8358 or Andrew Tataryn at (612) 672-8327
if you have any questions or require additional information.

 Very truly yours,

 /s/ William M. Mower

 William M. Mower

 For Maslon LLP

 cc: Aaron Day, Chief Executive Officer, Amaze Holdings,
Inc.

 T.J . Dammrich, Mercer Oak, LLC

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<TEXT>
 September 8, 2025

Aaron Day
Chief Executive Officer
AMAZE HOLDINGS, INC.
2901 West Coast Highway, Suite 200
Newport Beach, CA 92663

 Re: AMAZE HOLDINGS, INC.
 Registration Statement on Form S-3
 Filed August 27, 2025
 File No. 333-289876
Dear Aaron Day:

 We have conducted a limited review of your registration statement and
have the
following comment(s).

 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.

Registration Statement on Form S-3
General

1. It appears that you do not meet the eligibility requirement set forth in
General
 Instruction I.A.3(b) of Form S-3. In this regard, we note that the Form
8-K filed on
 October 15, 2024 does not appear to have been timely filed, given that
it relates to a
 reportable event that occurred on October 7, 2024. We also note that the
Form 8-K
 filed on February 12, 2025 does not appear to have been timely filed,
given that it
 relates to a reportable event that occurred on February 5, 2025. Please
explain
 why you believe you are eligible to use Form S-3 to register this
offering or amend
 your registration statement to file on an appropriate form.
 September 8, 2025
Page 2

 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 Rucha Pandit at 202-551-6022 or Taylor Beech at
202-551-4515 with
any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
cc: Andy Tataryn
</TEXT>
</DOCUMENT>

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 Amaze Holdings. Inc.

 2901 West Coast Highway, Suite 200

 Newport Beach, California 92663

 June 26, 2025

 VIA EDGAR

 Office of Trade and Services

 Division of Corporation Finance

 United States Securities and Exchange Commission

 100 F Street, N.E.

 Washington, DC 20549

 Attn: Kate Beukenkamp

 Re:
 Amaze Holdings, Inc.

 Registration Statement on Form S-1, as amended

 File No. 333-287856

 Request for Acceleration

 Ladies and Gentlemen:

 Pursuant to Rule 461 under the Securities Act of 1933,
as amended, Amaze Holdings, Inc. hereby requests that the Securities and Exchange Commission accelerate the effective date of the above-referenced
Registration Statement on Form S-1 (as amended to date, the "Registration Statement") and declare the Registration Statement
effective as of 4:00 p.m. Eastern Time on June 27, 2025, or as soon thereafter as is practicable.

 Please notify Andy Tataryn of Maslon LLP at 612-672-8327 or, in his absence,
Bill Mower of Maslon LLP at 612-672-8358 when this request for acceleration has been granted.

 Very truly yours,

 AMAZE HOLDINGS, INC.

 By: /s/ Aaron Day

 Aaron Day

 Chief Executive Officer

<DOCUMENT>
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<FILENAME>filename2.txt
<TEXT>
 June 17, 2025

Michael Pruitt
Interim Chief Executive Officer
AMAZE HOLDINGS, INC.
2901 West Coast Highway, Suite 200
Newport Beach, CA 92663

 Re: AMAZE HOLDINGS, INC.
 Registration Statement on Form S-1
 Filed June 6, 2025
 File No. 333-287856
Dear Michael Pruitt:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
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.

 Please contact Kate Beukenkamp at 202-551-3861 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
cc: Andy Tataryn
</TEXT>
</DOCUMENT>

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Fresh
Vine Wine, Inc.

11500
Wayzata Blvd. #1147

Minnetonka,
MN 55305

February
9, 2023

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

Office
of Manufacturing

100
F Street, N.E.

Washington,
DC 20549

Attention: Mr.
                                            Gregory Herbers

  Erin
Purnell

Re: Fresh
                                            Vine Wine, Inc.

Registration
Statement on Form S-1

Filed
December 30, 2022

File
No. 333-269082

Request
for Acceleration of Effective Date

    Requested Date:
    February 14, 2023

    Requested Time:
    10:00 a.m. Eastern Time

Ladies
and gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, Fresh Vine Wine, Inc. (the “Company”) hereby requests
that the Securities and Exchange Commission take appropriate action to cause the above-referenced Registration Statement on Form S-1
(File No. 333-269082) (the “Registration Statement”) to become effective at 10:00 a.m. Eastern Time on Tuesday,
February 14, 2023, or as soon thereafter as is practicable.

If
you have questions or comments regarding this request, please contact Alan M. Gilbert of Maslon LLP, counsel to the Company, at (612)
672-8381. Once the Registration Statement has been declared effective, please confirm that event with Mr. Gilbert orally or by email
at alan.gilbert@maslon.com. The Company authorizes Mr. Gilbert to orally modify or withdraw this request for acceleration.

Very
truly yours,

Fresh
Vine Wine, Inc.

    By:

    /s/
    James Spellmire

    James
    Spellmire

    Chief
    Financial Officer

    cc:
    Rick
    Nechio, Fresh Vine Wine, Inc.

    Alan
    M. Gilbert, Maslon LLP

    Ryan
    C. Brauer, Fredrikson & Byron, P.A.

    Andrew
    Nick, Fredrikson & Byron, P.A.

CORRESP
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Alan M. Gilbert

Direct Dial: (612) 672-8381

Direct Fax: (612) 642-8381

alan.gilbert@maslon.com

January 27, 2023

SUBMITTED VIA EDGAR

U. S. Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F. Street, N.E.

Washington, D.C. 20549

    Attention:
    Gregory Herbers

    Erin Purnell

    Re:
    Fresh Vine Wine, Inc. (the “Company”)

Registration Statement on Form S-1

Filed December 30, 2022

File No. 333-269082

Ladies and Gentlemen:

This letter will respond on behalf of Fresh Vine Wine, Inc. (the “Company”)
to the comment letter dated January 19, 2023 (the “Comment Letter”) with respect to Amendment No. 1 to the above referenced
Registration Statement on Form S-1 filed by the Company on December 30, 2022 (the “Registration Statement”) with the
Securities and Exchange Commission (the “Commission”). To facilitate your review, we have included in this letter your
original comments (in bold) followed by our responses, which have been numbered to correspond to your letter.

In conjunction with this response letter, and pursuant to the applicable
provisions of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations promulgated
thereunder, concurrently herewith the Company is filing with the Commission, via EDGAR, Amendment No. 1 (“Amendment No. 1”)
to the above-referenced Registration Statement reflecting the revisions described in this letter as well as certain other updated information.

For your convenience, the Company is supplementally providing to the
staff of the Commission a copy of Amendment No. 1, which has been marked to indicate the changes from the Registration Statement filed
with the Commission on December 30, 2022.

Form S-1 filed December 30, 2022

Management, page 48

    1.

    Please update your compensation disclosure to reflect the fiscal
year ended December 31, 2022.

Under the caption “Executive and Director Compensation,” the Company has updated its compensation disclosure to reflect the fiscal year ended December
31, 2022.

Incorporation of Certain Information by Reference, page 56

    2.
    It appears that you are attempting to rely on Instruction VII to Form S-1 to incorporate by reference previously filed Exchange Act reports. Because you have not yet filed your Form 10-K for your most recently completed fiscal year, December 31, 2022, it therefore appears that you have not satisfied the requirements of paragraph C of that instruction. Please either file your Form 10-K, including the information required by Part III, or revise your registration statement to include all disclosures required by Form S-1.

The Company has revised the Registration Statement to include
the disclosures required by Form S-1, without relying Instruction VII to Form S-1 to incorporate such disclosures by reference to previously
filed Exchange Act reports.

We trust that the foregoing has been responsive to the Staff’s
comments. If you have any questions about this letter or require any further information, please contact me at (612) 672-8381 or alan.gilbert@maslon.com.

    Sincerely,

    /s/ Alan Gilbert

    Alan M. Gilbert

    cc:
    Rick Nechio (Fresh Vine Wine, Inc.)

James Spellmire (Fresh Vine Wine, Inc.)

Ryan C. Brauer (Fredrikson & Byron, P.A.)

Andrew Nick (Fredrikson & Byron, P.A.)

United States securities and exchange commission logo
January 19, 2023
James Spellmire
Chief Financial Officer
Fresh Vine Wine, Inc.
11500 Wayzata Blvd. #1147
Minnetonka, MN 55305
Re:Fresh Vine Wine, Inc.
Registration Statement on Form S-1
Filed December 30, 2022
File No. 333-269082
Dear James Spellmire:
            We have limited our review of your registration statement to those issues we have
addressed in our 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.
Form S-1 filed December 30, 2022
Management, page 48
1.Please update your compensation disclosure to reflect the fiscal year ended December 31,
2022.
Incorporation of Certain Information by Reference, page 56
2.It appears that you are attempting to rely on Instruction VII to Form S-1 to incorporate by
reference previously filed Exchange Act reports. Because you have not yet filed your
Form 10-K for your most recently completed fiscal year, December 31, 2022, it therefore
appears that you have not satisfied the requirements of paragraph C of that instruction.
Please either file your Form 10-K, including the information required by Part III, or revise
your registration statement to include all disclosures required by Form S-1.

 FirstName LastNameJames Spellmire
 Comapany NameFresh Vine Wine, Inc.
 January 19, 2023 Page 2
 FirstName LastName
James Spellmire
Fresh Vine Wine, Inc.
January 19, 2023
Page 2
            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 Gregory Herbers at 202-551-8028 or Erin Purnell at 202-551-3454 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Alan M. Gilbert

CORRESP
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December 9, 2021

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street, N.E.

Washington, DC 20549

    Attention:
    Mr. Bradley Ecker

    Mr. Jay Ingram

    Re:
    Fresh Grapes, LLC

    Registration Statement on Form S-1

    Filed November 12, 2021

    File No. 333-261037

    Request for Acceleration of Effective Date

    Requested Date:

    December 13, 2021

    Requested Time:

    4:30 p.m. Eastern Time

Ladies and gentlemen:

On December 8, 2021, Fresh Grapes, LLC was converted
from a Texas limited liability company to a Nevada corporation under the name Fresh Vine Wine, Inc. Pursuant to Rule 461 under the Securities
Act of 1933, as amended, Fresh Vine Wine, Inc. (the “Company”) hereby requests that the Securities and Exchange
Commission take appropriate action to cause the above-referenced Registration Statement on Form S-1 (File No. 333-261037) (the “Registration
Statement”) to become effective at 4:30p.m. Eastern Time on Monday, December 13, 2021, or as soon thereafter as is practicable.

If you have questions or comments regarding this request,
please contact Alan M. Gilbert of Maslon LLP, counsel to the Company, at (612) 672-8381. Once the Registration Statement has been declared
effective, please confirm that event with Mr. Gilbert orally or by email alan.gilbert@maslon.com. The Company authorizes Mr. Gilbert to
orally modify or withdraw this request for acceleration.

Very truly yours,

Fresh Vine Wine, Inc.

    By:
    /s/ Elliot Savoie

    Elliot Savoie

    Chief Financial Officer

    cc:
    Damian Novak, Fresh Vine Wine, Inc.

    Janelle Anderson, Fresh Vine Wine, Inc.

    Timothy Michaels, Fresh Vine Wine, Inc.

    Ryan C. Brauer, Fredrikson & Byron, P.A.

CORRESP
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December 9, 2021

VIA EDGAR TRANSMISSION

Division of Corporate Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-6010

    Attn:

    Bradley Ecker

    Jay Ingram

    Division of Corporate Finance

    Office of Manufacturing

    Re:
    Fresh Grapes, LLC (the “Company”)

    Registration Statement on Form S-1 (Registration No. 333-261037)

    Request for Acceleration of Effective Date

Ladies and gentlemen:

Pursuant to Rule 461 of the General
Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended, Oak Ridge Financial
Services Group, Inc., as representative of the underwriters, hereby requests acceleration of the effective date of the above-referenced
Registration Statement so that it will become effective at 4:30 p.m., Eastern Time, on December 13, 2021, or as soon thereafter as practicable,
or at such later time as the Company or its counsel may request via telephone call to the staff.

Pursuant to Rule 460 under the
Securities Act, please be advised that there will be distributed to each underwriter or dealer, who is reasonably anticipated to be invited
to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus as appears to be reasonable
to secure adequate distribution of the preliminary prospectus.

The undersigned advises that it
has complied and will continue to comply, and that it has been informed by the participating underwriters and dealers that they have complied
with and will continue to comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

    Very truly yours,

    OAK RIDGE FINANCIAL SERVICES GROUP, INC.

    By:
    /s/ Joseph Sullivan

    Name:
    Joseph Sullivan

    Title:
    Managing Director – Equity Capital Markets

    cc:

    Ryan Brauer, Esq., Fredrikson and Byron, P.A.

    Andrew Nick, Esq., Fredrikson and Byron, P.A.

    Joseph Bottrell, Esq., Fredrikson and Byron, P.A.

CORRESP
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Alan M. Gilbert

Direct Dial: (612) 672-8381

Direct Fax: (612) 642-8381

alan.gilbert@maslon.com

December 7, 2021

SUBMITTED VIA EDGAR

U. S. Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F. Street, N.E.

Washington, D.C. 20549

    Attention:
    Mr. Bradley Ecker

    Mr. Jay Ingram

 Re: Fresh Grapes,
LLC (to be converted to Fresh Vine Wine, Inc.) (the “Company”)

 Registration Statement on Form S-1

Filed November 12, 2021

File No. 333-261037

Ladies and Gentlemen:

This letter will respond on behalf of Fresh Grapes, LLC (the “Company”)
to the comment letter dated December 6, 2021 (the “Comment Letter”) with respect to Amendment No. 1 to the above referenced
Registration Statement on Form S-1 filed by the Company on November 29, 2021 (the “Registration Statement”) with the
Securities and Exchange Commission (the “Commission”). To facilitate your review, we have included in this letter your
original comments (in bold) followed by our responses, which have been numbered to correspond to your letter.

In conjunction with this response letter, and pursuant to the applicable
provisions of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations promulgated
thereunder, concurrently herewith the Company is filing with the Commission, via EDGAR, Amendment No. 2 (“Amendment No. 2”)
to the above-referenced Registration Statement reflecting the revisions described in this letter as well as certain other updated information.
All references to page numbers in the Company’s responses are to the page numbers in Amendment No. 2.

For your convenience, the Company is supplementally providing to the
staff of the Commission a copy of Amendment No. 2, which has been marked to indicate the changes from the Registration Statement filed
with the Commission on November 29, 2021.

U. S. Securities and Exchange Commission

Page 2

December 7, 2021

Form S-1/A filed November 29, 2021

Summary of Historical Financial Data

Balance Sheet Data, page 11

 1. We note your tabular presentation includes a column with the heading “December 31, 2021” and 2019 information appears
to be labeled as December 31, 2020. Please modify your header information accordingly.

Reading from left to right, the column
headings to the tabular presentation of the Summary Balance Sheet Data have been revised to refer to December 31, 2020, December 31, 2019
and September 30, 2021, respectively.

Capitalization, page 36

 2. Please correct your total actual capitalization amount or otherwise explain how you have determined the amount. It appears the
amount presented is a typographical error of your pro forma total capitalization.

The total actual capitalization amount
has been corrected to equal a positive $1,189,438 (without brackets), consistent with the pro forma total capitalization.

 3. Please explain the amount presented for related party payables in your capitalization table. The amount presented in your interim
balance sheet as of September 30, 2021 is approximately $2.1 million. In addition, we note a related party promissory note for $216,000
in your interim balance sheet which appears to be excluded from your capitalization. Please explain these discrepancies and omissions
or otherwise revise your presentation.

As reflected in the Company’s interim
balance sheet as of September 30, 2021, the Company had amounts due to related parties of $2,099,037 and amounts due from related party
of $485,444. The resulting amount of net outstanding related party payables as of September 30, 2021 was $1,613,595. It is this net amount
of related party payables that the Company intends to repay using a portion of the proceeds from its initial public offering. The Company
has amended the disclosure in Amendment No. 2 to clarify that the amount of related party payables is a net amount.

The $216,000 related party promissory note outstanding at
September 30, 2021 resulted from a loan obtained by the Company from a less than 5% equity holder who is not an employee, officer or director
of the Company. The Company has amended the capitalization table on page 36 of Amendment No. 2 to add “promissory note – related
party” as an additional line item. A similar $216,000 promissory note was issued to a different less than 5% equity holder in October
2021, which is reflected as a subsequent event in the interim financial statements. The Company has also made amendments in Amendment
No. 2 to reflect repayment of these notes out of the proceeds from this offering, both in the prospectus summary on page 8 and under “Use
of Proceeds” on page 34. The “Dilution” calculations have also been updated to take into account the repayment of these
promissory notes out of the proceeds from this offering.

U. S. Securities and Exchange Commission

Page 3

December 7, 2021

 4. Please explain to us how you determined your tangible net book value per share is $.04 per share, given your net tangible book
value is a negative amount. In addition, it is unclear what share amount you are using in your determination as of September 30, 2021.
Please advise us of the denominator used in your calculation.

As of September 30, 2021, the Company had a net tangible
book value of $(0.43) million. Also as of September 30, 2021, the Company had outstanding 1,614,615 units representing member interests.
On a pro forma basis after giving effect the LLC Conversion, these units equate to 10,000,013 shares of common stock. Using this share
amount as the denominator in the calculation of net tangible book value per share, the resulting net tangible book value per share of
the Company at September 30, 2021 was $(0.04). The Dilution table set forth on page 38 of Amendment No. 2 has been amended to reflect
such net tangible book value per share.

We trust that the foregoing has been responsive to the Staff’s
comments. If you have any questions about this letter or require any further information, please contact me at (612) 672-8381 or alan.gilbert@maslon.com.

    Sincerely,

    /s/ Alan Gilbert

    Alan M. Gilbert

 cc: Damian Novak (Fresh Grapes, LLC)

Timothy Michaels (Fresh Grapes, LLC)

Elliot Savoie (Fresh Grapes, LLC)

Ryan C. Brauer (Fredrikson & Byron, P.A.)

United States securities and exchange commission logo
December 6, 2021
Tim Michaels
Chief Operating Officer
Fresh Grapes, LLC
505 Highway 169 North
Plymouth, MN 55441
Re:Fresh Grapes, LLC
Amendment No. 1 to Registration Statement on Form S-1
Filed November 29, 2021
File No. 333-261037
Dear Mr. Michaels:
            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 November 18, 2021 letter.
Form S-1/A filed November 29, 2021
Summary of Historical Financial Data
Balance Sheet Data, page 11
1.We note your tabular presentation includes a column with the heading "December 31,
2021" and 2019 information appears to be labeled as December 31, 2020.   Please modify
your header information accordingly.
Capitalization, page 36
2.Please correct your total actual capitalization amount or otherwise explain how you have
determined the amount.   It appears the amount presented is a typographical error of your
pro forma total capitalization.

 FirstName LastNameTim Michaels
 Comapany NameFresh Grapes, LLC
 December 6, 2021 Page 2
 FirstName LastName
Tim Michaels
Fresh Grapes, LLC
December 6, 2021
Page 2
3.Please explain the amount presented for related party payables in your capitalization
table.   The amount presented in your interim balance sheet as of September 30, 2021 is
approximately $2.1 million.   In addition, we note a related party promissory note for
$216,000 in your interim balance sheet which appears to be excluded from your
capitalization.  Please explain these discrepancies and omissions or otherwise revise your
presentation.
Dilution, page 38
4.Please explain to us how you determined your tangible net book value per share is $.04
per share, given your net tangible book value is a negative amount.   In addition, it is
unclear what share amount you are using in your determination as of September 30, 2021.
Please advise us of the denominator used in your calculation.
            You may contact Kevin Stertzel at (202)-551-3723 or John Cash at (202)-551-3768 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Bradley Ecker at (202)-551-4985 or Jay Ingram at (202)-551-3397 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

    Alan M. Gilbert

    Direct Dial: (612) 672-8381

    Direct Fax: (612) 642-8381

    alan.gilbert@maslon.com

November 29, 2021

SUBMITTED VIA EDGAR

U. S. Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F. Street, N.E.

Washington, D.C. 20549

    Attention:
    Mr. Bradley Ecker

    Mr. Jay Ingram

    Re:

    Fresh
    Grapes, LLC (to be converted to Fresh Vine Wine, Inc.) (the “Company”)

    Registration
    Statement on Form S-1

    Filed
    November 12, 2021

    File No.
    333-261037

Ladies and Gentlemen:

This letter will respond on behalf of Fresh Grapes, LLC (the “Company”)
to the comment letter dated November 18, 2021 (the “Comment Letter”) with respect to the above referenced Registration
Statement on Form S-1 filed by the Company on November 12, 2021 (the “Registration Statement”) with the Securities
and Exchange Commission (the “Commission”). To facilitate your review, we have included in this letter your original
comments (in bold) followed by our responses, which have been numbered to correspond to your letter.

In conjunction with this response letter, and pursuant to the applicable
provisions of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations promulgated
thereunder, concurrently herewith the Company is filing with the Commission, via EDGAR, Amendment No. 1 (“Amendment No. 1”)
to the above-referenced Registration Statement reflecting the revisions described in this letter as well as certain other updated information.
All references to page numbers in the Company’s responses are to the page numbers in Amendment No. 1.

For your convenience, the Company is supplementally providing to the
staff of the Commission a copy of Amendment No. 1, which has been marked to indicate the changes from the Registration Statement filed
with the Commission on November 12, 2021.

U. S. Securities and Exchange Commission

Page 2

November 29, 2021

Form S-1 filed November 12, 2021

General

 1. We note that your forum selection provision identifies a state court located within the State of Nevada as the exclusive forum
for certain litigation, including any “derivative action.” Please disclose whether this provision applies to actions arising
under the Securities Act. If so, please state that there is uncertainty as to whether a court would enforce such provision and also state
that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder. In that regard, we note
that Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any
duty or liability created by the Securities Act or the rules and regulations thereunder. [If this provision does not apply to actions
arising under the Securities Act or Exchange Act, please also ensure that the exclusive forum provision in the governing documents states
this clearly, or tell us how you will inform investors in future filings that the provision does not apply to any actions arising under
the Securities Act or Exchange Act.].

The forum selection provision in the Company’s
bylaws (the “Bylaws”) does not apply to actions arising under the Securities Act of 1933, as amended (the “Securities
Act”) or the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The form of Bylaws to be in effect immediately
prior to the completion of the offering are being filed as Exhibit 3.2 to Amendment No. 1. The Company has updated the disclosure on page
74 of Amendment No. 1 in response to the Staff’s comment to disclose that the exclusive forum provision will not apply to actions
arising under the Securities Act or the Exchange Act.

Interim Financial Statements, page F-16

 2. Please provide updated interim financial statements and auditor’s consent with your next amendment. Refer to Rule 8-08 of Regulation
S-X for guidance on financial statement updating requirements.

The Company has included in Amendment No.
1 updated financial statements as of September 30, 2021 and for the interim three and nine-month periods then ended, and Amendment No.
1 includes an updated auditor’s consent. The Company has amended the disclosures throughout Amendment No. 1 to reflect the updated
interim financial information.

We trust that the foregoing has been responsive to the Staff’s
comments. If you have any questions about this letter or require any further information, please contact me at (612) 672-8381 or alan.gilbert@maslon.com,
or William Mower at (612) 672-8358 or bill.mower@maslon.com.

    Sincerely,

    /s/ Alan Gilbert

    Alan M. Gilbert

    cc:
    Damian Novak (Fresh Grapes, LLC)

    Timothy Michaels (Fresh Grapes, LLC)

    Elliot Savoie (Fresh Grapes, LLC)

    Ryan C. Brauer (Fredrikson & Byron, P.A.)

United States securities and exchange commission logo
November 18, 2021
Tim Michaels
Chief Operating Officer
Fresh Grapes, LLC
505 Highway 169 North
Plymouth, MN 55441
Re:Fresh Grapes, LLC
Registration Statement on Form S-1
Filed November 12, 2021
File No. 333-261037
Dear Mr. Michaels:
            We have reviewed your 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.
Form S-1 filed November 12, 2021
General
1.We note that your forum selection provision identifies a state court located within the
State of Nevada as the exclusive forum for certain litigation, including any “derivative
action.” Please disclose whether this provision applies to actions arising under the
Securities Act.  If so, please state that there is uncertainty as to whether a court would
enforce such provision and also state that investors cannot waive compliance with the
federal securities laws and the rules and regulations thereunder. In that regard, we note
that Section 22 of the Securities Act creates concurrent jurisdiction for federal and state
courts over all suits brought to enforce any duty or liability created by the Securities Act
or the rules and regulations thereunder. [If this provision does not apply to actions arising
under the Securities Act or Exchange Act, please also ensure that the exclusive forum

 FirstName LastNameTim Michaels
 Comapany NameFresh Grapes, LLC
 November 18, 2021 Page 2
 FirstName LastName
Tim Michaels
Fresh Grapes, LLC
November 18, 2021
Page 2
provision in the governing documents states this clearly, or tell us how you will inform
investors in future filings that the provision does not apply to any actions arising under the
Securities Act or Exchange Act.]

Interim Financial Statements, page F-16
2.Please provide updated interim financial statements and auditor's consent with your next
amendment.   Refer to Rule 8-08 of Regulation S-X for guidance on financial statement
updating requirements.
            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.
            You may contact Kevin Stertzel at (202)-551-3723 or John Cash at (202)-551-3766 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Bradley Ecker at (202)-551-4985 or Jay Ingram at (202)-551-3397 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

    Alan M. Gilbert

Direct Dial: (612) 672-8381

 Direct Fax: (612) 642-8381

 alan.gilbert@maslon.com

November 12, 2021

SUBMITTED VIA EDGAR

U. S. Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F. Street, N.E.

Washington, D.C. 20549

 Attention: Mr. Bradley Ecker

  Mr. Jay Ingram

 Re: Fresh
Grapes, LLC (to be converted to Fresh Vine Wine, Inc.) (the “Company”)

Draft
Registration Statement on Form S-1

Submitted
September 27, 2021

File No. 377-05537

Ladies and Gentlemen:

This letter will respond on behalf of Fresh Grapes, LLC (the “Company”)
to the comment letter dated October 20, 2021 (the “Comment Letter”) with respect to the above referenced Draft Registration
Statement on Form S-1 confidentially submitted by the Company on September 27, 2021 (the “Draft Registration Statement”)
to the Securities and Exchange Commission (the “Commission”). To facilitate your review, we have included in this letter
your original comments (in bold) followed by our responses, which have been numbered to correspond to your letter.

In conjunction with this response letter, and pursuant to the applicable
provisions of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations promulgated
thereunder, concurrently herewith the Company is publicly filing with the Commission, via EDGAR, a Registration Statement on Form S-1
(the “Registration Statement”). The Registration Statement reflects revisions to the Draft Registration Statement in
response to the Comment Letter, as well as certain other updated information. All references to page numbers in the Company’s responses
are to the page numbers in the Registration Statement.

    U. S. Securities and Exchange Commission

    Page 2

    November 12, 2021

Draft Registration Statement on Form S-1, filed
September 27, 2021

General

 1. Please include a discussion on the principal sources and locations of your grape suppliers, the names of your grape suppliers,
and what impact the locations of your sources of grapes may have on the ability of the company to market its wines as Napa wines and the
ability to use specified appellations on the company’s wines. Please refer to Item 101(h) of Regulation S-K.

The Registration Statement includes revisions,
on pages 2-3, 49 and 51, that include a description of the principal sources of its bulk juice, the locations of the grapes used in such
bulk juice supplies, and the name of its current supplier. In addition, on pages 2 and 50, the Registration Statement addresses the distinction
between its ability to market wines as being produced and bottled in Napa Valley and its ability to use specified appellations on the
Company’s wines. Specifically, the Company uses a third-party supplier to source bulk juice made from grapes primarily grown in
Northern California. Because the Company crafts and bottles its wines in Napa Valley, California, it is able to market its wines as being
produced and bottled there. However, wine produced by the Company will only be labeled with a Napa Valley appellation of origin if it
is produced from grapes grown in the Napa Valley American Viticultural Area (AVA). The labels for the Company’s existing wines identify
California as the appellation of origin.

Prospectus Summary, page 1

 2. Please revise to ensure that the information you provide in your summary is balanced. For example, we note your disclosure elsewhere
of Fresh Grapes’ related party payables, limited operating history, and history of net losses. To the extent that you cite strengths
in your summary, please review each one and revise as necessary to provide balanced information, rather than merely listing generalized
risk factors at the end of this section.

The Prospectus Summary section of the Registration
Statement includes revisions attempting to ensure that the information provided in such section is balanced. Specifically, the revised
disclosure refers to the Company’s limited operating history and history of net losses, risks associated with the Company’s
reliance on third party suppliers and services providers and its need to identify, attract, hire, train, retain and motivate skilled executive
and technical personnel to supplement and support the Company’s existing executive team. These are in addition to the listing generalized
risk factors at the end of the Prospectus Summary section, which are included in accordance with the requirements of Item 105(b) of Regulation
S-K (which applies if the discussion provided under the caption “Risk Factors” in the prospectus is longer than 15 pages).

    U. S. Securities and Exchange Commission

    Page 3

    November 12, 2021

Implications of Being an Emerging Growth Company, page 6

 3. We note your disclosure on page seven which indicates you have elected to use the extended transition period for complying with
new or revised accounting standards that have different effective dates for public and private companies. We note elsewhere in Note 1
of your financial statements under, "Application of New or Revised Accounting Standards", that you have irrevocably elected
not to take advantage of the extended transition period afforded under the JOBS Act for the implementation of new or revised accounting
standards. Please clarify and consistently disclose the position you are taking on the extended transition period afforded under the JOBS
Act.

The Company is electing to use the extended
transition period for complying with new or revised accounting standards afforded by the JOBS Act. Prior references in the Draft Registration
Statement referring to an election by the Company not to take advantage of the extended transition have been removed from the Registration
Statement.

Summary of Historical Financial
Data, page 10

 4. We note in the presentation of your Summary Historical Financial Data that you present your 2020 and most recent interim period
data in the columns on the right and prior periods in the column on the left. We note elsewhere in your financial statements that the
presentation is reversed. Please modify your presentation of period data to consistently present information in the same left-to-right
chronological order to avoid investor confusion. You may refer to SAB Topic 11:E for guidance.

The Summary Historical Financial Data and
the financial data presented in “Management’s Discussion and Analysis of Financial Condition And Results Of Operations”
of the Amended Draft Registration Statement have been revised in the Registration Statement to present the Company’s 2020 and most
recent interim period data in the columns on the left and prior periods in the column on the right. This is consistent with the presentation
in the financial statements of the Company includes in the prospectus.

    U. S. Securities and Exchange Commission

    Page 4

    November 12, 2021

Use of Proceeds,
page 34

 5. Please file as an exhibit to this registration statement any agreements with Damian Novak that include the advanced funds discussed
in this section and the subsequent reimbursement to be paid by the proceeds of this offering. Please refer to Item 601(b)(10)(ii)(A) of
Regulation S-K.

As described in the Registration Statement,
Mr. Novak and his affiliates have advanced funds to the Company from time to time as needed to satisfy the Company’s working capital
requirements and expenses. The advances are merely reflected as account entries in the Company’s financial records and are not evidenced
by promissory notes or other written documentation.

Revenue Channels, page 43

 6. We note your disclosure that direct to consumer sales channels offer "significantly" higher margins than other sales
channels. Please provide such additional disclosure necessary to support this conclusion.

The Company’s direct to consumer
(DTC) channel enables it to sell wine directly to the consumer at full retail prices, currently ranging from approximately $15-$22 per
bottle. Although these prices are consistent with our suggested retail prices (SRPs), the Company incurs two markups of approximately
30% each for its distribution and retail partners when selling wine through its wholesale distribution channel, therefore directly reducing
the Company’s revenue and margins. Reference to “significantly” higher margins is set forth on pages 49-50 of the Registration
Statement, and the related disclosure has been revised to provide the above context to the comparative margins among distribution channels.

    U. S. Securities and Exchange Commission

    Page 5

    November 12, 2021

Production and Bottling on an Alternating Proprietorship Basis
, page 50

 7. Please revise to include all material terms of the agreements in place with the host winery. Please also file these agreements
as exhibits to this registration statement. Please refer to Item 601(b)(10)(ii)(B) of Regulation S-K.

The Registration Statement has been revised
to include a description of the material terms of the agreements in place with the host winery. See page 51 of the Registration Statement.

The Company has two agreements with its current host winery.
The first agreement is an Alternating Proprietorship Agreement, under which the Company may occupy a portion of the host winery’s
production and warehouse facility and utilize its production equipment on an alternating proprietorship basis. The second is a Custom
Winemaking and Bottling Agreement pursuant to which the host winery provides the Company with bulk wine and blends, finishes, bottles,
stops, labels and packages the Company’s wine. Both agreements have been added to the exhibit index and will be filed as exhibits
to the Registration Statement.

Certain Relationships and Related
Party Transactions, page 65

 8. It is not clear whether the agreement with Nechio & Novak is the same agreement that you have with Rabbit Hole Equity. There
appear to be some discrepancies and/or ambiguity throughout the prospectus relating to terms of the agreement(s), such as: (i) which entity,
Nechio & Novak MGT or Rabbit Hole Equity, is party to the agreement involving the "4% of revenue" fee and (ii) whether the
"4% of revenue" fee arrangement terminates upon completion of this offering or is subject to the ten-year initial term. Refer
to the disclosure on page 65 and Notes 8 and 10 to the financial statements. Please advise.

The disclosure under the caption “Certain
Relationships and Related Party Transactions - Management Services Agreement with Nechio & Novak MGT, LLC,” located on
page 65 of the Registration Statement, has been revised to clarify that although Damian Novak is a principal of Nechio & Novak MGT,
LLC and Rabbit Hole Equity, L.L.C., the two companies are separate entities and the services provided by Nechio & Novak MGT, LLC under
the Management Services Agreement are separate from the Company’s arrangement with Rabbit Hole Equity, LLC. The disclosure further
clarifies that the Management Services Agreement, including any obligation to pay monthly management fees to Nechio & Novak MGT, LLC,
will be terminated upon completion of this offering.

Consulting Agreement with Tribe
of Five, LLC, page 68

 9. Please discuss the material terms of the consulting agreement with Tribe of Five, LLC and file the agreement as an exhibit to the
registration statement. Please refer to Item 601(b)(10)(ii)(A) of Regulation S-K.

As described under the caption “Certain
Relationships and Related Party Transactions - Management Contractor Agreement with Tribe of Five, LLC,” located on page
68 of the Registration Statement, the Company entered into a Contractor Agreement with Tribe of Five, LLC relating to Tribe of Five assisting
the Company in securing arrangements with Nina Dobrev and Julianne Hough to serve as celebrity ambassadors. The Company has expanded the
description of the Contractor Agreement in the Registration Statement to reference customary securities law-related representations provided
to the Company by Tribe of Five. The Contractor Agreement has been added to the exhibit index and will be filed as an exhibit to the Registration
Statement.

    U. S. Securities and Exchange Commission

    Page 6

    November 12, 2021

Financial Statements

Note 7. Supplier Concentration,
page F-12

 10. We note your disclosure which states the Company purchases finished goods through blanket sales orders and that your inventory
balance appears to only contain finished goods inventories and related deposits. We note elsewhere in your business section that you characterize
your company as a "producer" and that you "craft and bottle" your wines. Please explain to us your obligations associated
with grape and juice inventories as well as unfinished wines that appear to be produced on your behalf. It is unclear whether or not the
company is obligated to procure raw materials; whether it has obligations associated with unfinished product and whether the company is
obligated to purchase all finished products, regardless of quality or yield. To the extent you do not have inventory risk and obligations
associated with wine production, it is unclear why you are characterizing your company as a "producer." It is further unclear
why wines you say are produced under contractual arrangements under your direction and on your behalf, also require you to pay a 50% deposit
for the finished goods. Please more clearly disclosure the nature and obligations associated with your contractual arrangements and why
you believe you are a wine producer.

As described in the Registration Statement,
the Company employs an “asset light” business model that utilizes vendors to perform various functions, including the procurement
of raw inputs and the physical blending, bottling, labeling and packaging of its wine. The Company views this model as a competitive advantage
because it eliminates the Company’s obligations to directly procure and maintain unfinished goods. Notwithstanding this business
model, the Company is a producer of wine because it maintains control over the inputs, processes and intellectual property utilized in
the creation of its wines. The Company’s vendor relationship is governed by a Custom Winemaking and Bottling Agreement that requires
the Company to remit 50% of the vendor fees at the time it submits a sales order, on an “order by order” basis. The payment
advance is used by the Company’s vendor to reserve or procure materials on the Company’s behalf with additional vendors for
bottles, boxes, corks, labels, juice, and other inputs. Pursuant to a consulting agreement, the Company works with a winemaker, Jamey
Whetstone, to “craft” the Company’s wines and oversee their production at the winery. In that capacity, Mr. Whetstone
directly approves all components and aspects of the production process on the Company’s behalf. The balance of the vendor fees (the
remaining 50%) is due following the Company’s quality review and acceptance of the finished product. The related disclosure in the
Registration Statement, located on page 51, has been expanded to better describe the Custom Winemaking and Bottling Agreement and the
production process.

    U. S. Securities and Exchange Commission

    Page 7

    November 12, 2021

We trust that the foregoing has been responsive to the Staff’s
comments. If you have any questions about this letter or require any further information, please contact me at (612) 672-8381 or alan.gilbert@maslon.com,
or William Mower at (612) 672-8358 or bill.mower@maslon.com.

    Sincerely,

    /s/ Alan Gilbert

    Alan M. Gilbert

 cc: Damian Novak (Fresh Grapes, LLC)

  Timothy Michaels (Fresh Grapes, LLC)

  Elliot Savoie (Fresh Grapes, LLC)

  Ryan C. Brauer (Fredrikson & Byron, P.A.)

United States securities and exchange commission logo
October 20, 2021
Tim Michaels
Chief Operating Officer
Fresh Grapes, LLC
505 Highway 169 North
Plymouth, MN 55441
Re:Fresh Grapes, LLC
Draft Registration Statement on Form S-1
Filed September 27, 2021
File No. 377-05537
Dear Mr. Michaels:
            We have reviewed your draft 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 providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  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 the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1, filed September 27, 2021
General
1.Please include a discussion on the principal sources and locations of your grape suppliers,
the names of your grape suppliers, and what impact the locations of your sources of
grapes may have on the ability of the company to market its wines as Napa wines and the
ability to use specified appellations on the company’s wines. Please refer to Item 101(h)
of Regulation S-K.
Prospectus Summary, page 1
2.Please revise to ensure that the information you provide in your summary is balanced. For
example, we note your disclosure elsewhere of Fresh Grapes’ related party payables,

 FirstName LastNameTim Michaels
 Comapany NameFresh Grapes, LLC
 October 20, 2021 Page 2
 FirstName LastNameTim Michaels
Fresh Grapes, LLC
October 20, 2021
Page 2
limited operating history, and history of net losses. To the extent that you cite strengths in
your summary, please review each one and revise as necessary to provide balanced
information, rather than merely listing generalized risk factors at the end of this section.
Implications of Being an Emerging Growth Company, page 6
3.We note your disclosure on page seven which indicates you have elected to use the
extended transition period for complying with new or revised accounting standards that
have different effective dates for public and private companies.   We note elsewhere in
Note 1 of your financial statements under, "Application of New or Revised Accounting
Standards", that you have irrevocably elected not to take advantage of the extended
transition period afforded under the JOBS Act for the implementation of new or revised
accounting standards.   Please clarify and consistently disclose the position you are taking
on the extended transition period afforded under the JOBS Act.
Summary of Historical Financial Data, page 10
4.We note in the presentation of your Summary Historical Financial Data that you present
your 2020 and most recent interim period data in the columns on the right and prior
periods in the column on the left.   We note elsewhere in your financial statements that the
presentation is reversed.   Please modify your presentation of period data to consistently
present information in the same left-to-right chronological order to avoid investor
confusion.   You may refer to SAB Topic 11:E for guidance.
Use of Proceeds, page 34
5.Please file as an exhibit to this registration statement any agreements with Damian Novak
that include the advanced funds discussed in this section and the subsequent
reimbursement to be paid by the proceeds of this offering. Please refer to Item
601(b)(10)(ii)(A) of Regulation S-K.
Revenue Channels, page 43
6.We note your disclosure that direct to consumer sales channels offer "significantly" higher
margins than other sales channels. Please provide such additional disclosure necessary to
support this conclusion.
Production and Bottling on an Alternating Proprietorship Basis , page 50
7.Please revise to include all material terms of the agreements in place with the host winery.
Please also file these agreements as exhibits to this registration statement. Please refer
to Item 601(b)(10)(ii)(B) of Regulation S-K.
Certain Relationships and Related Party Transactions, page 65
8.It is not clear whether the agreement with Nechio & Novak is the same agreement that
you have with Rabbit Hole Equity. There appear to be some discrepancies and/or

 FirstName LastNameTim Michaels
 Comapany NameFresh Grapes, LLC
 October 20, 2021 Page 3
 FirstName LastName
Tim Michaels
Fresh Grapes, LLC
October 20, 2021
Page 3
ambiguity throughout the prospectus relating to terms of the agreement(s), such as: (i)
which entity, Nechio & Novak MGT or Rabbit Hole Equity, is party to the agreement
involving the "4% of revenue" fee and (ii) whether the "4% of revenue" fee arrangement
terminates upon completion of this offering or is subject to the ten-year initial term.  Refer
to the disclosure on page 65 and Notes 8 and 10 to the financial statements.  Please advise.
Consulting Agreement with Tribe of Five, LLC, page 68
9.Please discuss the material terms of the consulting agreement with Tribe of Five, LLC and
file the agreement as an exhibit to the registration statement. Please refer to Item
601(b)(10)(ii)(A) of Regulation S-K.
Financial Statements
Note 7. Supplier Concentration, page F-12
10.We note your disclosure which states the Company purchases finished goods through
blanket sales orders and that your inventory balance appears to only contain finished
goods inventories and related deposits.  We note elsewhere in your business section that
you characterize your company as a "producer" and that you "craft and bottle" your
wines.   Please explain to us your obligations associated with grape and juice inventories
as well as unfinished wines that appear to be produced on your behalf.   It is unclear
whether or not the company is obligated to procure raw materials; whether it has
obligations associated with unfinished product and whether the company is obligated to
purchase all finished products, regardless of quality or yield.   To the extent you do not
have inventory risk and obligations associated with wine production, it is unclear why you
are characterizing your company as a "producer."   It is further unclear why wines you say
are produced under contractual arrangements under your direction and on your behalf,
also require you to pay a 50% deposit for the finished goods.  Please more clearly
disclosure the nature and obligations associated with your contractual arrangements and
why you believe you are a wine producer.
            You may contact Kevin Stertzel at (202)-551-3723 or John Cash at (202)-551-3768 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Bradley Ecker at (202)-551-4985 or Jay Ingram at (202)-551-3397 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing