SecProbe.io

CORRESP
 1
 filename1.htm

 BullFrog
AI Holdings, Inc.

 325
Ellington Blvd, Unit 317

 Gaithersburg,
MD 20878

 November
24, 2025

 VIA
EDGAR

 United
States Securities and Exchange Commission

 Division
of Corporation Finance, Office of Life Science

 100
F Street, NE

 Washington,
D.C. 20549

 Re: BullFrog AI
Holdings, Inc.

 Registration
Statement on Form S-1 (File No. 333-290840)

 Ladies
and Gentlemen:

 Pursuant
to Rule 461 under the Securities Act of 1933, as amended, BullFrog AI Holdings, Inc. (the "Registrant"), hereby requests
acceleration of effectiveness of its registration statement on Form S-1 (File No. 333-290840), to 4:00 p.m., Eastern Time, on November
25, 2025, or as soon as practicable thereafter.

 The
Registrant requests that it be notified of such effectiveness by a telephone call to Peter Jaslow of Ballard Spahr LLP at (856) 761-3447.

 Very
 truly yours,

 BullFrog
 AI Holdings, Inc.

 By:
 /s/
 Josh Blacher

 Name:
 Josh
Blacher

 Title:
 Chief
Financial Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 September 24, 2025

Josh Blacher
Chief Financial Officer
BullFrog AI Holdings, Inc.
325 Ellington Blvd. , Unit 317
Gaithersburg , MD 20878

 Re: BullFrog AI Holdings, Inc.
 Form 10-K for Fiscal Year Ended December 31, 2024
 File No. 001-41600
Dear Josh Blacher:

 We have completed our review of your filing. 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.

 Sincerely,

 Division of Corporation
Finance
 Office of Life Sciences
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 Peter
 Jaslow
 Tel:
 856.761.3447
 Fax: 215.864.8999
 jaslowp@ballardspahr.com

 September
17, 2025

 By
EDGAR

 Division
of Corporation Finance Office of Life Sciences United States Securities and Exchange Commission Washington, D.C. 20549

 Attn:
 Tracie Mariner

 Jenn Do

 Re: BullFrog
 AI Holdings, Inc.

 Form
 10-K for Fiscal Year Ended December 31, 2024

 File
 No. 001-41600

 Ladies
and Gentlemen:

 This
letter responds to the Staff's comment letter dated September 10, 2025 to Josh Blacher, the Chief Financial Officer of BullFrog
AI Holdings, Inc. (the "Company"), regarding the above-captioned Annual Report on Form 10-K (the "Form 10-K").
For your convenience, the Staff's comments have been reproduced, followed by the Company's response to such comments.

 Financial
Statements, page F-1

 1. We
 note you have entered into agreements with the Lieber Institute for Brain Development, Eleison
 Pharmaceuticals, Inc., and Sygnature Discovery Limited. Please address the following:

 ● Revise
 your disclosure, in future filings, as applicable, to provide a more comprehensive discussion
 of their terms, including but not limited to, the rights and obligations of each party, consideration,
 amounts paid and received to date, milestone amounts, royalty amounts, and termination provisions.

 RESPONSE:
The Company acknowledges the Staff's comment and advises the Staff that it intends to revise the disclosure in its future filings
to provide more comprehensive disclosure of the terms of such agreements. The Company respectfully notes that the Eleison Pharmaceuticals,
Inc. ("Eleison") and Sygnature Discovery Limited ("Sygnature") agreements were entered into by the Company after
the period covered by the Form 10-K. Accordingly, such agreements were not relevant to the Company's financial statements for the
periods covered by the report.

 Division
of Corporation Finance

 United
States Securities and Exchange Commission

 September
17, 2025

 Page
2

 ● File
 the related agreements, or tell us where you have previously filed them. Alternatively, tell
 us why they are not required to be filed pursuant to Item 601(b)(10) of Regulation S-K.

 RESPONSE:
The Company advises the Staff that the Company's agreements with the Lieber Institute for Brain Development were filed
as Exhibits 10.11 and 10.12 to the Form 10-K. The Company respectfully submits, however, that it does not believe the agreements with
Eleison and Sygnature are material contracts required to be filed pursuant to Item 601(b)(10) of Regulation S-K. Item 601(b)(10) of Regulation
S-K requires the filing of material contracts not made in the ordinary course of business. Item 601(b)(10)(ii)(B) provides that if an
agreement is one that ordinarily accompanies the kind of business conducted by the issuer, it will be deemed to be made in the ordinary
course of business, and therefore need not be filed unless the agreement is one upon which a registrant's business is substantially
dependent.

 The
Company believes it entered into these agreements in the ordinary course of its commercialization efforts, and the Company's business
is not substantially dependent on either of these agreements. The Company's agreement with Eleison is a customer agreement for
certain limited services to be provided by the Company to Eleison. Upon completion of such services, the Company anticipates entering
into a subsequent agreement for additional, follow-on services. As part of the Company's business plan, the Company expects to
enter into many such customer agreements for similar services with other customers. Similarly, the agreement with Sygnature supports
the Company's commercialization efforts by providing for the joint marketing of each party's products and services to the
other party's customers. Under the agreement, each party is responsible to notify the other party of any potential customers for
the other party's products and services. The party providing the product or service is ultimately responsible for entering into
a commercial agreement with the potential customer. Such marketing efforts are, however, in addition to the Company's ongoing sales
efforts and part of the Company's overall commercialization strategy. Accordingly, both agreements are made in the ordinary course
of business, and the Company is not "substantially dependent" on any such agreement, nor do either agreement qualify under
any of the other definitions of "material contract" set forth in Item 601(b)(10) of Regulation S-K. The Company will, however,
continue to evaluate its relationships with such counterparties to determine whether its business becomes "substantially dependent"
on either agreement.

 We
acknowledge that it is the Company's and management's responsibility for the accuracy and adequacy of the
Company's disclosures. Please contact me at 856.761.3447 with any questions or comments you may have regarding this
response.

 Very
 truly yours,

 /s/
 Peter Jaslow

 Peter
 Jaslow

 cc:
 Vininder
 Singh

 Josh
 Blacher

 PJ/mbl

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 September 10, 2025

Josh Blacher
Chief Financial Officer
BullFrog AI Holdings, Inc.
325 Ellington Blvd. , Unit 317
Gaithersburg , MD 20878

 Re: BullFrog AI Holdings, Inc.
 Form 10-K for Fiscal Year Ended December 31, 2024
 File No. 001-41600
Dear Josh Blacher:

 We have limited our review of your filing to the financial statements
and related
disclosures and have the following comment.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 10-K for Fiscal Year Ended December 31, 2024
Financial Statements, page F-1

1. We note you have entered into agreements with the Lieber Institute for
Brain
 Development, Eleison Pharmaceuticals, Inc., and Sygnature Discovery
Limited.
 Please address the following:
 Revise your disclosure, in future filings, as applicable, to provide
a more
 comprehensive discussion of their terms, including but not limited
to, the rights
 and obligations of each party, consideration, amounts paid and
received to date,
 milestone amounts, royalty amounts, and termination provisions.
 File the related agreements, or tell us where you have previously
filed them.
 Alternatively, tell us why they are not required to be filed
pursuant to Item
 601(b)(10) of Regulation S-K.

 In closing, 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.
 September 10, 2025
Page 2

 Please contact Tracie Mariner at 202-551-3744 or Jenn Do at 202-551-3743
with any
questions.

 Sincerely,

 Division of Corporation
Finance
 Office of Life Sciences
</TEXT>
</DOCUMENT>

CORRESP
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BullFrog
AI Holdings, Inc.

325
Ellington Blvd., Unit 317

Gaithersburg,
MD 20878

(240)
658-6710

November
26, 2024

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street N.E.

Washington,
D.C. 20549

    Re:
    BullFrog
    AI Holdings, Inc.

    Registration
    Statement on Form S-1, as amended

    File
    No. 333-283105

Ladies
and Gentlemen:

Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended, the undersigned respectfully requests that the effective date for
the Registration Statement referred to above be accelerated so that it will be declared effective at 4:30 p.m., Eastern Time on Friday,
November 29, 2024, or as soon thereafter as practicable.

Please
contact Arthur Marcus, Esq. of Sichenzia Ross Ference Carmel LLP at (646) 810-0592, as soon as the Registration Statement has been declared
effective, or if you have any other questions or concerns regarding this matter.

    Very
    truly yours,

    BULLFROG
                                            AI HOLDINGS, INC.

    By:

    /s/
Vininder Singh

    Vininder
    Singh

    Chief
    Executive Officer

CORRESP
1
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November
25, 2024

Via
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Life Sciences

100
F Street, N.E.

Washington,
D.C. 20549

    Attn:
    Ms.
    Jessica Dickerson / Mr. Joe McCann

    Re:
    Bullfrog
    AI Holdings Inc.

    Registration
    Statement on Form S-1 (File No. 333-283105)

    CIK
    No. 0001829247

Dear
Ms. Dickerson and Mr. McCann:

On
behalf of Bullfrog AI Holdings Inc. (the “Company”), we have set forth below responses to the comments of the staff
(the “Staff”) of the Securities and Exchange Commission (the “SEC”) contained in its letter of
November 20, 2024, with respect to the Company’s Registration Statement on Form S-1 (the “Form S-1”) as noted
above.

For
your convenience, the text of the Staff’s comments is set forth below in bold, followed in each case by the Company’s responses.
Please note that all references to page numbers in the responses are references to the page numbers in Amendment No. 1 to the Form S-1
(the “S-1/A”) submitted concurrently with the submission of this letter in response to the Staff’s comments.

Registration
Statement on Form S-1 Filed November 8, 2024

Management’s
Discussion and Analysis of Financial Condition..., page 43

1.
Please revise this section to include, in addition to the discussion of the interim periods presented, a discussion of the financial
condition, changes in financial condition, and results of operations for the fiscal years ended December 31, 2023 and 2022. Refer to
Item 303(b) of Regulation S-K and Instruction 1 thereto.

We
acknowledge the comment and respectfully advise the Staff that appropriate changes to address the comment have been made in the Registration
Statement and S-1/A.

Should
you have any questions relating to the foregoing or wish to discuss any aspect of the Company’s filing, please contact me at 646-810-0592.

    Sincerely,

    /s/
    Arthur S. Marcus

    Arthur
    S. Marcus, Esq.

    Sichenzia
    Ross Ference Carmel LLP

November 20, 2024
Vininder Singh
Chief Executive Officer
BullFrog AI Holdings, Inc.
325 Ellington Blvd., Unit 317
Gaithersburg, MD 20878
Re:BullFrog AI Holdings, Inc.
Registration Statement on Form S-1
Filed November 8, 2024
File No. 333-283105
Dear Vininder Singh:
            We have conducted a limited review of your registration statement and have the
following comment.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe the 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-1 Filed November 8, 2024
Management's Discussion and Analysis of Financial Condition..., page 43
1.Please revise this section to include, in addition to the discussion of the interim
periods presented, a discussion of the financial condition, changes in financial
condition, and results of operations for the fiscal years ended December 31, 2023 and
2022. Refer to Item 303(b) of Regulation S-K and Instruction 1 thereto.
            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.

November 20, 2024
Page 2
            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 Jessica Dickerson at 202-551-8013 or Joe McCann at 202-551-6262
with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Arthur S. Marcus, Esq.

CORRESP
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BullFrog
AI Holdings, Inc.

325
Ellington Blvd., Unit 317

Gaithersburg,
MD 20878

(240)
658-6710

    August
    19, 2024

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F. Street, N.E.

Washington,
D.C. 20549

    Re:
    BullFrog AI Holdings, Inc.

    Registration
    Statement on Form S-3

    File
    No. 333-281341

Ladies
and Gentlemen:

Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended, the undersigned respectfully requests that the effective date for
the Registration Statement referred to above be accelerated so that it will be declared effective at 4:30 p.m., Eastern Time on Wednesday,
August 21, 2024, or as soon thereafter as practicable.

Please
contact Arthur Marcus, Esq. of Sichenzia Ross Ference Carmel LLP at (646) 810-0592, as soon as the Registration Statement has been declared
effective, or if you have any other questions or concerns regarding this matter.

    Very
    truly yours,

    BULLFROG
    AI HOLDINGS, INC.

    By:
    /s/ Dane
    Saglio

    Dane
    Saglio

    Chief
    Financial Officer

August 13, 2024
Dane Saglio
Chief Financial Officer
Bullfrog AI Holdings, Inc.
325 Ellington Blvd., Unit 317
Gaithersburg, MD 20878
Re:Bullfrog AI Holdings, Inc.
Registration Statement on Form S-3
Filed August 7, 2024
File No. 333-281341
Dear Dane Saglio:
            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 Jessica Dickerson at 202-551-8013 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Arthur Marcus, Esq.

CORRESP
1
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January
29, 2024

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street N.E.

Washington,
D.C. 20549

    Re:
    Bullfrog
    AI Holdings, Inc

    Registration
    Statement on Form S-1 (the “Registration Statement”)

    File
    No. 333-276740

Ladies
and Gentlemen: :

Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended, Bullfrog AI Holdings, Inc. hereby respectfully requests acceleration
of the effectiveness of the above-referenced Registration Statement so that such Registration Statement will become effective as of 4:30
p.m. Eastern Time, January 31, 2024, or as soon as practicable thereafter.

    Sincerely,

    Bullfrog
    AI Holdings, Inc.

    By:
    /s/
    Vininder Singh

    Vininder
    Singh

    Chief
    Executive Officer

CORRESP
1
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January
29, 2024

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
DC 20549

Attention:
Mr. Daniel Crawford

    Re:
    Bullfrog
    AI Holdings, Inc.

    Registration
    Statement on Form S-1

    Filed
    January 29, 2024

    File
    No. 333-276740

Dear
Mr. Crawford:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), we, as
representative of the underwriters of the proposed public offering of securities of Bullfrog AI Holdings, Inc. (the “Company”),
hereby join the Company’s request that the effective date of the above-referenced Registration Statement on Form S-1 be accelerated
so that it will be declared effective at 4:30 p.m., Eastern Time, on Wednesday, January 31, 2024, or at such later time as the Company
or its counsel may orally request via telephone call to the staff of the Division of Corporation Finance of the Securities and Exchange
Commission.

Pursuant
to Rule 460 under the Securities Act, we, as representative of the underwriters, wish to advise you that there will be distributed to
each underwriter, who is reasonably anticipated 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
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.

[Remainder
of Page Intentionally Left Blank]

    Very
    truly yours,

    WallachBeth
    Capital, LLC

    By:
    /s/
    Eric Schweitzer

    Name:
    Eric
    Schweitzer

    Title:
    Chief
    Compliance Officer

    cc:
    Vininder
    Singh, Bullfrog AI Holdings, Inc.

    Richard
    A. Friedman, Sheppard, Mullin, Richter & Hampton LLP

    Arthur
    S. Marcus, Sichenzia Ross Ference Carmel LLP

CORRESP
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BULLFROG
AI HOLDINGS, INC.

325
Ellington Blvd., Unit 317

Gaithersburg,
MD 20878

January
29, 2024

Division
of Corporation Finance

Office
of Life Sciences

U.S.
Securities and Exchange Commission

100
F Street, NE

Washington,
D.C. 20549

Attn:
Daniel Crawford and Chris Edwards

    Re:
    BullFrog
    AI Holdings, Inc.

Draft
Registration Statement on Form S-1

Submitted
January 19, 2024

CIK
No. 0001829247

Dear
Messrs. Crawford and Edwards:

On
behalf of BullFrog AI Holdings, Inc. (the “Company”), this letter responds to a comment provided by the staff of the
Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
to the Company on January 24, 2024, regarding the Company’s Draft Registration Statement on Form S-1 (the “Draft Registration
Statement”). Changes made in response to the Staff’s comment have been made in the Company’s Registration Statement
on Form S-1 (the “Registration Statement”), which is being filed with the Commission contemporaneously with the submission
of this letter.

For
convenience, the Staff’s comment has been restated below and the Company’s response is set out immediately under the restated
comment. Unless otherwise indicated, defined terms used herein have the meanings set forth in the Registration Statement.

Draft
Registration Statement on Form S-1

Incorporation
of Certain Information by Reference, page 50

  1.
  We note you have not filed an annual report for your most recently
completed fiscal year and therefore appear to be ineligible to incorporate by reference on Form S-1. Please revise accordingly or otherwise
advise. Refer to General Instruction VII.C. of Form S-1.

Response:
The Company acknowledges the Staff’s comment and has made the requested revision.

Should
you have any questions regarding the foregoing, please do not hesitate to contact the Company’s counsel, Arthur Marcus, of Sichenzia
Ross Ference Carmel LLP at (212) 930-9700.

    Sincerely,

    /s/ Vininder
    Singh

    Chief Executive Officer

    cc:
    Arthur Marcus, Esq.

United States securities and exchange commission logo
January 24, 2024
Vininder Singh
Chief Executive Officer
BullFrog AI Holdings, Inc.
325 Ellington Blvd., Unit 317
Gaithersburg, MD 20878
Re:BullFrog AI Holdings, Inc.
Draft Registration Statement on Form S-1
Submitted January 19, 2024
CIK No. 0001829247
Dear Vininder Singh:
            We have conducted a limited review of your draft registration statement and have the
following comment.
            Please respond to this letter by providing any requested information and by publicly
filing your registration statement and non-public draft submission on EDGAR. 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 the information you provide in response to this letter and your filed
registration statement, we may have additional comments.
Draft Registration Statement on Form S-1
Incorporation of Certain Information by Reference, page 50
1.We note you have not filed an annual report for your most recently completed fiscal year
and therefore appear to be ineligible to incorporate by reference on Form S-1. Please
revise accordingly or otherwise advise. Refer to General Instruction VII.C. of Form S-1.
            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 your registration statement must be on file no later than 48 hours
prior to the requested effective date and time. 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.

 FirstName LastNameVininder  Singh
 Comapany NameBullFrog AI Holdings, Inc.
 January 24, 2024 Page 2
 FirstName LastName
Vininder  Singh
BullFrog AI Holdings, Inc.
January 24, 2024
Page 2
            Please contact Daniel Crawford at 202-551-7767 or Chris Edwards at 202-551-6761 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Arthur Marcus, Esq.

CORRESP
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WallachBeth
Capital, LLC

Harborside
Financial Plaza 5

185
Hudson St., Suite 1410

Jersey
City, NJ 07311

February
10, 2023

VIA
EDGAR CORRESPONDENCE

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    Bullfrog
    AI Holdings, Inc.

    Registration
    Statement on Form S-1 (Registration No. 333-267951)

    Concurrence
    in Acceleration Request

Ladies
and Gentlemen:

WallachBeth
Capital, LLC (“WallachBeth”), as representative of the underwriters for the above-referenced offering, hereby concurs in
the request by Bullfrog AI Holdings, Inc. that the effective date of the above-referenced registration statement is accelerated to 5:00
p.m. (Eastern Time), or as soon as practicable thereafter, on February 13, 2023, pursuant to Rule 461 under the Securities
Act. WallachBeth affirms that it is aware of its obligations under the Securities Act in connection with this offering.

    Very truly yours,

    WALLACHBETH CAPITAL, LLC

    By:
    /s/
    Eric Schweitzer

    Name:
    Eric
Schweitzer

    Title:
    Chief Compliance Officer

CORRESP
1
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February
10, 2023

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street N.E.

Washington,
D.C. 20549

    Re:
    Bullfrog
    AI Holdings, Inc

    Registration
    Statement on Form S-1 (the “Registration Statement”)

    File
    No. 333-267951

Ladies
and Gentlemen:

Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended, Bullfrog AI Holdings, Inc. hereby respectfully requests acceleration
of the effectiveness of the above-referenced Registration Statement so that such Registration Statement will become effective as of 5:00
p.m. Eastern Time, on Monday, February 13, 2023, or as soon as practicable thereafter.

    Sincerely,

    Bullfrog
    AI Holdings, Inc.

    By:
    /s/
    Vininder Singh

    Vininder
    Singh

    Chief
    Executive Officer

CORRESP
1
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February
10, 2023

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street N.E.

Washington,
D.C. 20549

    Re:
    Bullfrog
    AI Holdings, Inc

    Withdrawal
    of Acceleration Request - Registration Statement on Form S-1

    File
    No. 333-267951

Ladies
and Gentlemen:

Reference
is made to our letter, filed as correspondence via EDGAR on February 7, 2023, in which we requested the acceleration of the effective
date of the above-referenced Registration Statement for Thursday, February 9, 2023, at 5:00 p.m. Eastern Time or as soon as reasonably
practicable thereafter, in accordance with Rule 461 under the Securities Act of 1933, as amended. We are no longer requesting that such
Registration Statement be declared effective at this time and we hereby formally withdraw such request for acceleration of the effective
date.

    Sincerely,

    Bullfrog
    AI Holdings, Inc.

    By:
    /s/
    Vininder Singh

    Vininder
    Singh

    Chief
    Executive Officer

CORRESP
1
filename1.htm

February
8, 2023

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street N.E.

Washington,
D.C. 20549

    Re:
    Bullfrog
    AI Holdings, Inc

    Withdrawal
    of Acceleration Request - Registration Statement on Form S-1

    File
    No. 333-267951

Ladies
and Gentlemen:

Reference
is made to our letter, filed as correspondence via EDGAR on February 1, 2023 , in which we requested the acceleration of the effective
date of the above-referenced Registration Statement for Thursday, February 2, 2023, at 4:30 p.m. Eastern Time or as soon as reasonably
practicable thereafter, in accordance with Rule 461 under the Securities Act of 1933, as amended. We are no longer requesting that such
Registration Statement be declared effective at this time and we hereby formally withdraw such request for acceleration of the effective
date.

    Sincerely,

    Bullfrog
    AI Holdings, Inc.

    By:
    /s/
    Vininder Singh

    Vininder
    Singh

    Chief
    Executive Officer

CORRESP
1
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February
7, 2023

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street N.E.

Washington,
D.C. 20549

    Re:
    Bullfrog
    AI Holdings, Inc

    Registration
    Statement on Form S-1 (the “Registration Statement”)

    File
    No. 333-267951

Ladies
and Gentlemen: :

Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended, Bullfrog AI Holdings, Inc. hereby respectfully requests acceleration
of the effectiveness of the above-referenced Registration Statement so that such Registration Statement will become effective as of 5:00
p.m. Eastern Time, February 8, 2023, or as soon as practicable thereafter.

    Sincerely,

    Bullfrog
    AI Holdings, Inc.

    By:
    /s/
    Vininder Singh

    Vininder
    Singh

    Chief
    Executive Officer

CORRESP
1
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WallachBeth
Capital, LLC

Harborside
Financial Plaza 5

185
Hudson St., Suite 1410

Jersey
City, NJ 07311

February
7, 2023

VIA
EDGAR CORRESPONDENCE

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    Bullfrog
    AI Holdings, Inc.

    Registration
    Statement on Form S-1 (Registration No. 333-267951)

    Concurrence
    in Acceleration Request

Ladies
and Gentlemen:

WallachBeth
Capital, LLC (“WallachBeth”), as representative of the underwriters for the above-referenced offering, hereby concurs in
the request by Bullfrog AI Holdings, Inc. that the effective date of the above-referenced registration statement is accelerated to 4:30
p.m. (Eastern Time), or as soon as practicable thereafter, on February 8, 2023, pursuant to Rule 461 under the Securities
Act. WallachBeth affirms that it is aware of its obligations under the Securities Act in connection with this offering.

    Very truly yours,

    WALLACHBETH CAPITAL, LLC

    By:
    /s/
    Eric Schweitzer

    Name:
    Eric
Schweitzer

    Title:
    Chief Compliance Officer

CORRESP
1
filename1.htm

February
1, 2023

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street N.E.

Washington,
D.C. 20549

    Re:
    Bullfrog
    AI Holdings, Inc

    Registration
    Statement on Form S-1 (the “Registration Statement”)

    File
    No. 333-267951

Ladies
and Gentlemen: :

Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended, Bullfrog AI Holdings, Inc. hereby respectfully requests acceleration
of the effectiveness of the above-referenced Registration Statement so that such Registration Statement will become effective as of 4:30
p.m. Eastern Time, February 2, 2023, or as soon as practicable thereafter.

    Sincerely,

    Bullfrog
    AI Holdings, Inc.

    By:
    /s/
    Vininder Singh

    Vininder
    Singh

    Chief
    Executive Officer

CORRESP
1
filename1.htm

WallachBeth
Capital, LLC

Harborside
Financial Plaza 5

185
Hudson St., Suite 1410

Jersey
City, NJ 07311

February
1, 2023

VIA
EDGAR CORRESPONDENCE

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    Bullfrog
    AI Holdings, Inc.

    Registration
    Statement on Form S-1 (Registration No. 333-267951)

    Concurrence
    in Acceleration Request

Ladies
and Gentlemen:

WallachBeth
Capital, LLC (“WallachBeth”), as representative of the underwriters for the above-referenced offering, hereby concurs in
the request by Bullfrog AI Holdings, Inc. that the effective date of the above-referenced registration statement is accelerated to 4:30
p.m. (Eastern Time), or as soon as practicable thereafter, on February 2, 2023, pursuant to Rule 461 under the Securities
Act. WallachBeth affirms that it is aware of its obligations under the Securities Act in connection with this offering.

    Very truly yours,

    WALLACHBETH CAPITAL, LLC

    By:
    /s/
    Eric Schweitzer

    Name:
    Eric
Schweitzer

    Title:
    Chief Compliance Officer

CORRESP
1
filename1.htm

January
31, 2023

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street N.E.

Washington,
D.C. 20549

    Re:
    Bullfrog
    AI Holdings, Inc

    Withdrawal
    of Acceleration Request - Registration Statement on Form S-1

    File
    No. 333-267951

Ladies
and Gentlemen:

Reference
is made to our letter, filed as correspondence via EDGAR on January 23, 2023 , in which we requested the acceleration of the effective
date of the above-referenced Registration Statement for Wednesday, January 25, 2023, at 5:00 p.m. Eastern Time or as soon as reasonably
practicable thereafter, in accordance with Rule 461 under the Securities Act of 1933, as amended. We are no longer requesting that such
Registration Statement be declared effective at this time and we hereby formally withdraw our request for acceleration of the effective
date.

    Sincerely,

    Bullfrog
    AI Holdings, Inc.

    By:
    /s/
    Vininder Singh

    Vininder
    Singh

    Chief
    Executive Officer

CORRESP
1
filename1.htm

WallachBeth
Capital, LLC

Harborside
Financial Plaza 5

185
Hudson St., Suite 1410

Jersey
City, NJ 07311

January
23, 2023

VIA
EDGAR CORRESPONDENCE

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    Bullfrog
    AI Holdings, Inc.

    Registration
    Statement on Form S-1 (Registration No. 333-267951)

    Concurrence
    in Acceleration Request

Ladies
and Gentlemen:

WallachBeth
Capital, LLC (“WallachBeth”), as representative of the underwriters for the above-referenced offering, hereby concurs in
the request by Bullfrog AI Holdings, Inc. that the effective date of the above-referenced registration statement is accelerated to 5:00
p.m. (Eastern Time), or as soon as practicable thereafter, on January 25, 2023, pursuant to Rule 461 under the Securities Act. WallachBeth
affirms that it is aware of its obligations under the Securities Act in connection with this offering.

    Very
    truly yours,

    WALLACHBETH
    CAPITAL, LLC

    By:
    /s/
    Eric Schweitzer

    Name:

    Eric
    Schweitzer

    Title:

    Chief
    Compliance Officer

CORRESP
1
filename1.htm

January
23, 2023

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street N.E.

Washington,
D.C. 20549

    Re:
    Bullfrog
    AI Holdings, Inc

    Registration
    Statement on Form S-1 (the “Registration Statement”)

    File
    No. 333-267951

Ladies
and Gentlemen:

Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended, Bullfrog AI Holdings, Inc. hereby respectfully requests acceleration
of the effectiveness of the above-referenced Registration Statement so that such Registration Statement will become effective as of 5:00
p.m. Eastern Time, January 25, 2023, or as soon as practicable thereafter.

    Sincerely,

    Bullfrog
    AI Holdings, Inc.

    By:
    /s/
    Vininder Singh

    Vininder
    Singh

    Chief
    Executive Officer

United States securities and exchange commission logo
January 17, 2023
Vininder Singh
Chief Executive Officer
BullFrog AI Holdings, Inc.
325 Ellington Blvd., Unit 317
Gaithersburg, MD 20878
Re:BullFrog AI Holdings, Inc.
Amendment No. 4 to Registration Statement on Form S-1
Filed January 10, 2023
File No. 333-267951
Dear Vininder Singh:
            We have reviewed your amended registration statement and have the following
comment.  In our comment, 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 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 comment, we may have additional comments.
Amendment No. 4 to Registration Statement on Form S-1
Financial Statements as of September 30, 2022 (Unaudited)
Notes to Financial Statements
Note 11 - Shareholder's Equity
Warrants, page F-40
1.Please explain to us how the Termination Warrants issued pursuant to the newly disclosed
Termination Agreement entered into with ViewTrade Securities Inc. on April 1,
2022, discussed on page 54, are accounted for in your interim financial statements.

 FirstName LastNameVininder Singh
 Comapany NameBullFrog AI Holdings, Inc.
 January 17, 2023 Page 2
 FirstName LastName
Vininder Singh
BullFrog AI Holdings, Inc.
January 17, 2023
Page 2
            You may contact Ibolya Ignat at 202-551-3636 or Angela Connell at 202-551-3426 if you
have questions regarding comments on the financial statements and related matters. Please
contact Tyler Howes at 202-551-3370 or Joe McCann at 202-551-6262 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Arthur Marcus, Esq.

CORRESP
1
filename1.htm

BullFrog
AI Holdings, Inc.

325
Ellington Blvd., Unit 317

Gaithersburg,
MD 20878

January
17, 2023

Tyler
Howes

Division
of Corporation Finance

Office
of Life Sciences

Securities
and Exchange Commission

100
F Street, NE

Washington,
D.C. 20549

    Re:
    BullFrog
    AI Holdings, Inc.

    Amendment
    No. 4 to Registration Statement on Form S-1

    Filed
    January 10, 2023

    File
    No. 333-267951

Dear
Mr. Howes:

On
behalf of BullFrog AI Holdings, Inc. (the “Company”), this letter responds to comments provided by the staff of the Division
of Corporation Finance, Office of Life Sciences (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
to the undersigned on January 17, 2023 regarding Amendment No. 4 (“Amendment No. 4”) to the Registration Statement on Form
S-1 (the “Registration Statement”), which was submitted to the Commission on January 10, 2023. For your convenience, we have
set forth below the comment of your letter followed by the Company’s response thereto.

Amendment
No. 4 to Registration Statement on Form S-1

Financial
Statements as of September 30, 2022 (Unaudited)

Notes
to Financial Statements

Note
11 - Shareholder’s Equity

Warrants,
page F-40

    1.
    Please
    explain to us how the Termination Warrants issued pursuant to the newly disclosed Termination Agreement entered into with ViewTrade
    Securities Inc. on April 1, 2022, discussed on page 54, are accounted for in your interim financial statements.

Response:
As per our conversation, the valuation of the warrants was done in the second quarter of 2022. They were valued utilizing the Black
Scholes method. We will clarify the footnote in the final prospectus to separate the warrants so a reader can readily identify them.
We note that we do not otherwise believe it is material.

Please
do not hesitate to contact our counsel Arthur Marcus at (516) 459-8161 with any questions or comments regarding this correspondence.
Thank you.

    Sincerely,

    /s/
    Vininder Singh

    Chief
    Executive Officer

    cc
    Arthur
    Marcus, Esq.

CORRESP
1
filename1.htm

BullFrog
AI Holdings, Inc.

325
Ellington Blvd., Unit 317

Gaithersburg,
MD 20878

December
8, 2022

Tyler
Howes

Division
of Corporation Finance

Office
of Life Sciences

Securities
and Exchange Commission

100
F Street, NE

Washington,
D.C. 20549

    Re:
    BullFrog
    AI Holdings, Inc.

    Amendment
    No. 2 to Draft Registration Statement on Form S-1

    Submitted
    November 28, 2022

    File
    No. 333-267951

Dear
Mr. Howes:

On
behalf of BullFrog AI Holdings, Inc. (the “Company”), this letter responds to comments provided by the staff of the Division
of Corporation Finance, Office of Life Sciences (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
to the undersigned on December 6, 2022 regarding Amendment No.2 (“Amendment No. 2”) to the Registration Statement on Form
S-1 (the “Registration Statement”), which was submitted to the Commission on November 28, 2022. Please note that we have
also filed the requested exhibits (Exhibit #’s 10.5 and 10.9). The Company has not yet used any investor presentation.

Concurrent
with the submission of this letter, the Company is filing via EDGAR Amendment No. 3 to the Registration Statement (“Amendment No.
3”), which reflects the Company’s responses to the comments received by the Staff and certain updated information. For your
convenience, we have set forth below the comment of your letter followed by the Company’s response thereto.

Amendment
No. 2 to Registration Statement on Form S-1

Prospectus
Summary

Business
Overview, page 1

    1.
    We
    note your disclosure here that the July 8, 2022 amendment “supersedes” the previous license. However, Exhibit 10.7 indicates
    that the 2018 Licensing Agreement with John Hopkins University is not fully superseded by the July 8, 2022 amendment. Please revise
    accordingly, or advise. Please also file the 2018 Licensing Agreement entered into with John Hopkins University as an exhibit to
    your registration statement.

Response:
The Company respectfully acknowledges the Staff’s comment and has revised the disclosure to state that the July 8, 2022 amendment
provides the Company with new intellectual property and also encompasses most of the intellectual property from the February 2018
license. In addition, the Company has filed the 2018 Licensing Agreement with John Hopkins University as exhibit 10.5 in Amendment
No. 3.

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

Financial
operations overview

Research
and Development Costs and Expenses, page 31

    2.
    You
                                                         disclose that to-date your financial statements have not reflected research and development expenses as your two acquired drug
                                                         development programs were not licensed until 2022 and you have not yet initiated development activities. Please explain how you
                                                         considered the guidance in ASC 730-20-25-2(c) in determining that the amounts paid to acquire/license the intellectual property
                                                         rights associated with your drug development programs should not be classified as research and development expenses in your interim
                                                         financial statements for the nine months ended September 30, 2022.

Response:
The Company respectfully acknowledges the Staff’s comment and has classified the amounts paid to acquire/license the intellectual
property rights associated with your drug development programs as research and development expenses after considering the guidance in
ASC 730-20-25.

Licenses,
page 39

    3.
    Please
    revise this section to discuss the material terms of the licensing agreement entered into with John Hopkins University on October
    13, 2022 for the rights to commercialize N-substituted prodrugs of mebendazole. Please also file this agreement as an exhibit to
    this registration statement or advise why you believe it is not required to be filed pursuant to Item 601(b)(10) of Regulation S-K.

Response:
The Company respectfully acknowledges the Staff’s comment and has revised this section to include the material terms of the licensing
agreement. In addition, the Company has filed the licensing agreement as exhibit 10.9 in Amendment No. 3.

Please
do not hesitate to contact our counsel Arthur Marcus at (212) 930-9700 with any questions or comments regarding this correspondence.
Thank you.

    Sincerely,

    /s/
    Vininder Singh

    Chief
    Executive Officer

    cc
    Arthur
    Marcus, Esq.

United States securities and exchange commission logo
December 6, 2022
Vininder Singh
Chief Executive Officer
BullFrog AI Holdings, Inc.
325 Ellington Blvd., Unit 317
Gaithersburg, MD 20878
Re:BullFrog AI Holdings, Inc.
Amendment No. 2 to Registration Statement on Form S-1
Filed November 28, 2022
File No. 333-267951
Dear Vininder Singh:
            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 15, 2022 letter.
Amendment No. 2 to Registration Statement on Form S-1
Prospectus Summary
Business Overview, page 1
1.We note your disclosure here that the July 8, 2022 amendment "supersedes" the previous
license.  However, Exhibit 10.7 indicates that the 2018 Licensing Agreement with John
Hopkins University is not fully superseded by the July 8, 2022 amendment.  Please revise
accordingly, or advise.  Please also file the 2018 Licensing Agreement entered into with
John Hopkins University as an exhibit to your registration statement.

 FirstName LastNameVininder Singh
 Comapany NameBullFrog AI Holdings, Inc.
 December 6, 2022 Page 2
 FirstName LastName
Vininder Singh
BullFrog AI Holdings, Inc.
December 6, 2022
Page 2
Management's Discussion and Analysis of Financial Condition and Results of Operations
Financial operations overview
Research and Development Costs and Expenses, page 31
2.You disclose that to-date your financial statements have not reflected research and
development expenses as your two acquired drug development programs were not
licensed until 2022 and you have not yet initiated development activities.  Please explain
how you considered the guidance in ASC 730-20-25-2(c) in determining that the amounts
paid to acquire/license the intellectual property rights associated with your drug
development programs should not be classified as research and development expenses in
your interim financial statements for the nine months ended September 30, 2022.
Licenses, page 39
3.Please revise this section to discuss the material terms of the licensing agreement entered
into with John Hopkins University on October 13, 2022 for the rights to commercialize N-
substituted prodrugs of mebendazole.  Please also file this agreement as an exhibit to this
registration statement or advise why you believe it is not required to be filed pursuant to
Item 601(b)(10) of Regulation S-K.
            You may contact Ibolya Ignat at 202-551-3636 or Angela Connell at 202-551-3426 if you
have questions regarding comments on the financial statements and related matters. Please
contact Tyler Howes at 202-551-3370 or Joe McCann at 202-551-6262 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Arthur Marcus, Esq.

CORRESP
1
filename1.htm

BullFrog
AI Holdings, Inc.

325
Ellington Blvd., Unit 317

Gaithersburg,
MD 20878

November
28, 2022

Tyler
Howes

Division
of Corporation Finance

Office
of Life Sciences

Securities
and Exchange Commission

100
F Street, NE

Washington,
D.C. 20549

    Re:
    BullFrog
    AI Holdings, Inc.

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

    Submitted
    November 7, 2022

    File
    No. 333-267951

Dear
Mr. Howes:

On
behalf of BullFrog AI Holdings, Inc. (the “Company”), this letter responds to comments provided by the staff of the
Division of Corporation Finance, Office of Life Sciences (the “Staff”) of the Securities and Exchange Commission (the
“Commission”) to the undersigned on November 15, 2022 regarding Amendment No.1 (“Amendment No. 1”) to the
Registration Statement on Form S-1 (the “Registration Statement”), which was submitted to the Commission on November 7,
2022. Please note that we have also filed the requested exhibits (Exhibit #’s 10.5, 10.6 and 10.7). The Company has not yet
used any investor presentation.

Concurrent
with the submission of this letter, the Company is filing via EDGAR Amendment No. 2 to the Registration Statement (“Amendment No.
2”), which reflects the Company’s responses to the comments received by the Staff and certain updated information.. For your
convenience, we have set forth below the comment of your letter followed by the Company’s response thereto.

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

Use
of Proceeds, page 23

    1.
    We
    note your revised disclosure in response to prior comment 5 and reissue in part. Please further revise your Use of Proceeds section
    to state how far in the development process you estimate the proceeds from this offering will enable you to reach for both our Mebendazole
    and siRNA drug programs. Please also disclose the dollar amount you intend to allocate to each program separately. With reference
    the last sentence of Item 504 of Regulation S-K, please also revise the risk factor disclosure on page 17 to indicate that you have
    no current specific plan for a significant portion of the offering proceeds and highlight this point in the Summary risk factor disclosures
    on page 3..

Response:
The Company respectfully acknowledges the Staff’s comment and has revised the Use of Proceeds section to state how far in the
development process the Company estimates the proceeds from this offering will enable it to reach for both the Mebendazole and siRNA
drug programs. In addition, we have revised the risk factor on page 17 in Amendment No. 2 to indicate that the Company has no current
specific plan for a significant portion of the offering proceeds.

Please
do not hesitate to contact our counsel Arthur Marcus at (212) 930-9700 with any questions or comments regarding this correspondence.
Thank you.

    Sincerely,

    /s/ Vininder Singh

    Chief Executive Officer

    cc
    Arthur
Marcus, Esq.

United States securities and exchange commission logo
November 15, 2022
Vininder Singh
Chief Executive Officer
BullFrog AI Holdings, Inc.
325 Ellington Blvd., Unit 317
Gaithersburg, MD 20878
Re:BullFrog AI Holdings, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed November 7, 2022
File No. 333-267951
Dear Vininder Singh:
            We have reviewed your amended registration statement and have the following
comment.  In our comment, 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 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 comment, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our November 3, 2022 letter.
Amendment No. 1 to Registration Statement on Form S-1
Use of Proceeds, page 23
1.We note your revised disclosure in response to prior comment 5 and reissue in part.
Please further revise your Use of Proceeds section to state how far in the development
process you estimate the proceeds from this offering will enable you to reach for both
your Mebendazole and siRNA drug programs.  Please also disclose the dollar amount you
intend to allocate to each program separately.  With reference the last sentence of Item
504 of Regulation S-K, please also revise the risk factor disclosure on page 17 to indicate
that you have no current specific plan for a significant portion of the offering proceeds and
highlight this point in the Summary risk factor disclosures on page 3.

 FirstName LastNameVininder Singh
 Comapany NameBullFrog AI Holdings, Inc.
 November 15, 2022 Page 2
 FirstName LastName
Vininder Singh
BullFrog AI Holdings, Inc.
November 15, 2022
Page 2
            You may contact Ibolya Ignat at 202-551-3636 or Angela Connell at 202-551-3426 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Tyler Howes at 202-551-3370 or Joe McCann at 202-551-6262 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Arthur Marcus, Esq.

CORRESP
1
filename1.htm

BullFrog
AI Holdings, Inc.

325
Ellington Blvd., Unit 317

Gaithersburg,
MD 20878

November
7, 2022

Tyler
Howes

Division
of Corporation Finance

Office
of Life Sciences

Securities
and Exchange Commission

100
F Street, NE

Washington,
D.C. 20549

Re:
BullFrog AI Holdings, Inc.

Registration
Statement on Form S-1

Filed
October 19, 2022

CIK
No. 0001829247

Dear
Mr. Howes:

On
behalf of BullFrog AI Holdings, Inc. (the “Company”), this letter responds to comments provided by the staff of the Division
of Corporation Finance, Office of Life Sciences (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
to the undersigned on November 3, 2022 Registration Statement on Form S-1 (the “Registration Statement”), which was submitted
to the Commission on October 19, 2022.

Concurrent
with the submission of this letter, the Company is filing via EDGAR Amendment No. 1 to the Registration Statement (“Amendment No.
1”), which reflects the Company’s responses to the comments received by the Staff and certain updated information.
We have also enclosed a courtesy copy of Amendment No. 1 marked to indicate changes from the Registration Statement, as Exhibit A. For
your convenience, the Company is also delivering via email a copy of this letter and its enclosures.

Form
S-1 filed October 19, 2022

Our
bfLEAP Analytics Platform, page 3

 1. We
                                            refer to the updated disclosure you provide concerning a new JHU-APL license which you executed
                                            on July 8, 2022. Please revise to describe the additional technology that you licensed so
                                            that it is clear whether the technology relates solely to development of your AI/ML platform
                                            and/or whether it includes intellectual property covering new drug programs. In this regard,
                                            we note that your revised Use of Proceeds disclosure on page 23 references planned allocations
                                            to “newly licensed drug programs” and that you also removed disclosure indicating
                                            that you planned to use offering proceeds to fund the Mebendazole and siRNA programs, which
                                            are the only two drug programs highlighted in the Summary and explained in the Business section.

Response:
The Company respectfully acknowledges the Staff’s comment and has revised the disclosure so that it is clear that the technology
relates solely to development of our AI/ML platform in Amendment No.1.

Johns
Hopkins University - Mebendazole License, page 5

 2. We
                                            note your revised disclosure in response to prior comment 2 and reissue. It remains unclear
                                            what basis you have to state that your Phase 1 trial assessed efficacy. Please remove the
                                            statement or revise to explain whether the Phase 1 trial was powered to assess efficacy and
                                            whether the results were statistically significant..”

Response:
The Company respectfully acknowledges the Staff’s comment and has removed the statement that our Phase 1 trial assessed efficacy
throughout the filing in Amendment No.1.

Planned
Reverse Stock Split, page 6

 3. We
                                            note that you intend to affect a 1-for-7 reverse stock split of your common stock prior to
                                            the effectiveness of the offering. We remind you that in accordance with SAB Topic4:C, you
                                            will need to revise your financial statements and your disclosures throughout the filing
                                            to give effect to the expected stock split. Your auditor’s report must also be updated
                                            to reflect the reverse stock split in accordance with Auditing Standard (AS) 3110.05..

Response:
The Company respectfully acknowledges the Staff’s comment and has provided additional disclosure throughout Amendment No.1. that,
unless otherwise noted, the share and per share information in the prospectus reflects, other than in our historical financial statements
and the notes thereto, a proposed reverse stock split of the outstanding common stock of the Company as of the date of the prospectus
at an assumed 1-for-7 ratio to occur immediately following the time when the registration statement of which the prospectus forms a part
is declared effective by the Securities and Exchange Commission but prior to the listing of our common stock on Nasdaq and the closing
of the offering. Based on conversations with the Staff, we have also made it clear that the reverse split will not occur prior to
the effectiveness of the Registration Statement. Other than in the financial statements and notes thereto, all share data throughout the S-1 gives effect to the reverse
stock split.

Capitalization,
page 23

 4. Your
                                            introduction to your capitalization table indicates that the table sets forth your cash and
                                            cash equivalents as of June 30, 2022. Please revise to indicate that it also presents your
                                            capitalization and indebtedness as of this date..

Response:
The Company acknowledges the Staff’s comment and has revised the introduction to the capitalization table to indicate that it also
presents capitalization and indebtedness on page 23 in Amendment No.1.

Use
of Proceeds, page 23

 5. We
                                            note your revised disclosure in response to prior comment 4. Please further revise your Use
                                            of Proceeds section to identify each newly licensed drug program that you plan to fund and
                                            the attendant dollar amount attributable to each program. Also, state how far in the development
                                            process you estimate the allocated proceeds from this offering will enable you to reach for
                                            each newly licensed drugs. Please also revise to set forth the interest rate and maturity
                                            of any indebtedness to be discharged with the proceeds from this offering. If any of the
                                            indebtedness to be discharged was incurred within one year, describe the use of the proceeds
                                            of such indebtedness other than short-term borrowings used for working capital. Refer to
                                            Item 504 of Regulation S-K for guidance.

Response:
The Company respectfully acknowledges the Staff’s comment and has revised its disclosure on page 23 in Amendment No. 1 to address
the Staff’s comment.

Business

Our
Products, page 33

 6. We
                                            note your revised disclosure in response to prior comment 6 and reissue in part. Please replace
                                            the “Current Market” header on this chart with a more appropriate description,
                                            as disclosure elsewhere indicates that neither of your clinical candidates are currently
                                            approved for commercial sale. Please also revise this section to describe any development
                                            activities you have conducted for the siRNA program. In this regard, you indicate that the
                                            program is currently in the preclinical stage of development but there is no discussion of
                                            what work has been conducted, is currently being conducted or is planned for the future.
                                            To the extent you have not yet conducted any development activities on this program, please
                                            revise to make this point clear throughout the prospectus.

Response:
The Company respectfully acknowledges the Staff’s comment and has revised its disclosure on page 33 in Amendment No. 1. to replace
the “Current Market” header and to specify that to date the Company has not yet initiated development activities or IND-enabling
studies on siRNA.

Our
Market Opportunity, page 36

 7. We
                                            note your revised disclosure in response to prior comment 7 and reissue in part. Please further
                                            revise this section to explain what steps you will need to take before you are able to commercialize
                                            the product candidates discussed in this section. For instance, please explain that it may
                                            be costly or difficult to acquire intellectual property rights to the failed drugs and that
                                            you may need to conduct significant preclinical work and clinical trial work and obtain FDA
                                            approval prior to any commercialization efforts.

Response:
The Company respectfully acknowledges the Staff’s comment and has provided additional disclosure on page 36 in Amendment No. 1
to explain what steps we will need to take before we are able to commercialize the product candidates discussed in this section.

Intellectual
Property, page 37

 8. We
                                            note your revised disclosure in response to prior comment 8 and reissue in part. Please revise
                                            to include the expiration dates or potential expiration dates, if granted, for each patent
                                            or patent application licensed from George Washington University that is disclosed in this
                                            section..

Response:
The Company respectfully acknowledges the Staff’s comment and has revised the Intellectual Property table on page 37 in Amendment
No.1. to include the requested information for its patents. In addition, the Company has provided an introduction to the table to clarify
that The provisional patent numbers 63/113,745 and 63/147,141 were both converted into a single PCT application (PCT/US2021/059245) with
an expiration date of November 12, 2041, as shown in table.

Please
do not hesitate to contact our counsel Arthur Marcus at (212) 930-9700 with any questions or comments regarding this correspondence.
Thank you.

    Sincerely,

    /s/
    Vininder Singh

    Chief
    Executive Officer

    cc
    Arthur
    Marcus, Esq.

United States securities and exchange commission logo
November 3, 2022
Vininder Singh
Chief Executive Officer
BullFrog AI Holdings, Inc.
325 Ellington Blvd., Unit 317
Gaithersburg, MD 20878
Re:BullFrog AI Holdings, Inc.
Registration Statement on Form S-1
Filed October 19, 2022
File No. 333-267951
Dear Vininder Singh:
            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 October 19, 2022
Our bfLEAP Analytics Platform, page 3
1.We refer to the updated disclosure you provide concerning a new JHU-APL license which
you executed on July 8, 2022.  Please revise to describe the additional technology that you
licensed so that it is clear whether the technology relates solely to development of your
AI/ML platform and/or whether it includes intellectual property covering new drug
programs.  In this regard, we note that your revised Use of Proceeds disclosure on page 23
references planned allocations to "newly licensed drug programs" and that you also
removed disclosure indicating that you planned to use offering proceeds to fund the
Mebendazole and siRNA programs, which are the only two drug programs highlighted in
the Summary and explained in the Business section.

 FirstName LastNameVininder Singh
 Comapany NameBullFrog AI Holdings, Inc.
 November 3, 2022 Page 2
 FirstName LastName
Vininder Singh
BullFrog AI Holdings, Inc.
November 3, 2022
Page 2
John Hopkins University - Mebendazole License, page 5
2.We note your revised disclosure in response to prior comment 2 and reissue.  It
remains unclear what basis you have to state that your Phase 1 trial assessed efficacy.
Please remove the statement or revise to explain whether the Phase 1 trial was powered to
assess efficacy and whether the results were statistically significant.
Planned Reverse Stock Split, page 6
3.We note that you intend to affect a 1-for-7 reverse stock split of your common stock prior
to the effectiveness of the offering. We remind you that in accordance with SAB Topic
4:C, you will need to revise your financial statements and your disclosures throughout the
filing to give effect to the expected stock split. Your auditor's report must also be updated
to reflect the reverse stock split in accordance with Auditing Standard (AS) 3110.05.
Capitalization, page 23
4.Your introduction to your capitalization table indicates that the table sets forth your cash
and cash equivalents as of June 30, 2022.  Please revise to indicate that it also presents
your capitalization and indebtedness as of this date.
Use of Proceeds, page 23
5.We note your revised disclosure in response to prior comment 4.  Please further revise
your Use of Proceeds section to identify each newly licensed drug program that you plan
to fund and the attendant dollar amount attributable to each program.  Also, state how far
in the development process you estimate the allocated proceeds from this offering will
enable you to reach for each newly licensed drugs.  Please also revise to set forth the
interest rate and maturity of any indebtedness to be discharged with the proceeds from this
offering.  If any of the indebtedness to be discharged was incurred within one year,
describe the use of the proceeds of such indebtedness other than short-term borrowings
used for working capital.  Refer to Item 504 of Regulation S-K for guidance.
Business
Our Products, page 33
6.We note your revised disclosure in response to prior comment 6 and reissue in part.
Please replace the "Current Market" header on this chart with a more appropriate
description, as disclosure elsewhere indicates that neither of your clinical candidates are
currently approved for commercial sale.  Please also revise this section to describe any
development activities you have conducted for the siRNA program.  In this regard, you
indicate that the program is currently in the preclinical stage of development but there is
no discussion of what work has been conducted, is currently being conducted or is
planned for the future. To the extent you have not yet conducted any development
activities on this program, please revise to make this point clear throughout the

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 Comapany NameBullFrog AI Holdings, Inc.
 November 3, 2022 Page 3
 FirstName LastName
Vininder Singh
BullFrog AI Holdings, Inc.
November 3, 2022
Page 3
prospectus.
Our Market Opportunity, page 36
7.We note your revised disclosure in response to prior comment 7 and reissue in part.
Please further revise this section to explain what steps you will need to take before you are
able to commercialize the product candidates discussed in this section.  For instance,
please explain that it may be costly or difficult to acquire intellectual property rights to the
failed drugs and that you may need to conduct significant preclinical work and clinical
trial work and obtain FDA approval prior to any commercialization efforts.
Intellectual Property, page 37
8.We note your revised disclosure in response to prior comment 8 and reissue in part.
Please revise to include the expiration dates or potential expiration dates, if granted, for
each patent or patent application licensed from George Washington University that is
disclosed in this section.
            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 Ibolya Ignat at 202-551-3636 or Angela Connell at 202-551-3426 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Tyler Howes at 202-551-3370 or Joe McCann at 202-551-6262 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Arthur Marcus, Esq.

CORRESP
1
filename1.htm

BullFrog
AI Holdings, Inc.

325
Ellington Blvd., Unit 317

Gaithersburg,
MD 20878

    October
    19, 2022

Tyler
Howes

Division
of Corporation Finance

Office
of Life Sciences

Securities
and Exchange Commission

100
F Street, NE

Washington,
D.C. 20549

    Re:
    BullFrog
    AI Holdings, Inc.

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

    Submitted
    August 15, 2022

    CIK
    No. 0001829247

Dear
Mr. Howes:

On
behalf of BullFrog AI Holdings, Inc. (the “Company”), this letter responds to comments provided by the staff of the Division
of Corporation Finance, Office of Life Sciences (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
to the undersigned on September 2, 2022 regarding Amendment No.1 (“Amendment No. 1”) to Draft Registration Statement on Form
S-1 (the “Draft Registration Statement”), which was submitted to the Commission on August 15, 2022.

Concurrent
with the submission of this letter, the Company is filing via EDGAR Amendment No. 2 to the Draft Registration Statement (“Amendment
No. 2”), which reflects the Company’s responses to the comments received by the Staff and certain updated information. We
have also enclosed a courtesy copy of Amendment No. 2, marked to indicate changes from Amendment No. 1, as Exhibit A. For your convenience,
the Company is also delivering via email a copy of this letter and its enclosures.

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

Prospectus
Summary

Business
Overview, page 1

 1. We
                                            note your response to prior comment 2. Please remove the statements claiming your platform
                                            can “mitigate risk” in therapeutic development and “increase the odds-of-success”
                                            for clinical trials as these statements are speculative given the current development status
                                            of your platform.

Response: The
Company respectfully acknowledges the Staff’s comment and has removed such statements in Amendment No. 2.

Johns
Hopkins University - Mebendazole License, page 5

 2. We
                                            note your revised disclosure in response to prior comment 5. Please tell us how these study
                                            results assessed efficacy. In this regard, it is not clear how the 41.7% and 25%figures should
                                            be assessed. In discussing results, please also note that it should be clear whether the
                                            study was powered to assess efficacy and whether the results are statistically significant.
                                            Please also revise page F-21 to remove the statement asserting that Mebendazole demonstrated
                                            “long-term safety.”

Response:
The Company respectfully acknowledges the Staff’s comment and has provided additional disclosure on pages 5, 33, and 41 in Amendment
No. 2 regarding how these study results assess efficacy and has removed the figures and statement that Mebendazole demonstrated “long-term
safety” on page F-21 in Amendment No. 2.

Capitalization,
page 23

 3. We
                                            note the footnote disclosure that you added below your Capitalization table in response to
                                            prior comment 6. Typically, in situations where conversions occur at the time of an IPO,
                                            the Capitalization table includes three columns - an actual column, a pro forma column showing
                                            the impact of any conversions, and a pro forma, as adjusted column which gives effect to
                                            the sale of shares in the offering. In the interest of clarity, please consider revising
                                            your Capitalization table accordingly.

Response:
The Company respectfully acknowledges the Staff’s comment and has revised the Capitalization table to include a pro forma column
showing the impact of any conversions.

Use
of Proceeds, page 23

 4. We
                                            note your response to prior comment 7. Once the size of the offering is known, please further
                                            revise this section to specify the amount of proceeds to be allocated to each intended use
                                            disclosed in this section.

Response:
The Company respectfully acknowledges the Staff’s comment and has revise this section to specify the amount of proceeds to be allocated
to each intended use.

Management’s
Discussion and Analysis of Financial Condition and Results of Operations Liquidity and Capital Resources, page 30

 5. You
                                            indicate in response to prior comment 9 that you are in the process of obtaining a current
                                            valuation for your 2022 equity issuances and that your underwriters will determine the IPO
                                            pricing. Once you have an estimated offering price or range, please explain to us how the
                                            fair value of the common stock underlying your equity issuances was determined 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.

Response:
The Company obtained a valuation as of June 30, 2022.which showed a post reverse split basis of $4.76 per share. The Company utilized
this per share valuation for purposes of calculating stock based compensation. The results of these issuances are reflected in the financials
for the six months ended June 30, 2022 (see Note 11) and the MDA section Results of Operations. The Company has increased its valuation
throughout the course of 2022 having signed new drug candidates. Since June 30, 2022, the Company signed a new technology agreement with
the Applied Physics Lab at Johns Hopkins which encompasses APL’s newest technological improvements and made developments in its
contract business. We believe that these developments have further added value to the Company.

 Business

Our
Products, page 32

 6. Please
                                            further revise the discussion of your siRNA and Mebendazole product candidates to clarify
                                            their current development status. In this regard, revise the “Current Market”
                                            header of the table appearing on this page to reflect that your product candidates have not
                                            yet received regulatory approval for commercialization. Please also disclose any development
                                            activities that you have conducted on these two candidates.

Response:
The Company respectfully acknowledges the Staff’s comment and has revised its disclosure on page 33 in Amendment No. 2. In addition,
the Company has provided a status update on development activities regarding siRNA on pages 5, 40 and F-21 in Amendment No. 2.

Our
Market Opportunity, page 36

 7. We
                                            note your response to prior comment 13 and reissue. Please further revise to provide narrative
                                            disclosure explaining each graphic that is depicted in this section. Please also balance
                                            the disclosure of a “$47.1 billion serviceable market” with your current market
                                            share and any steps that must be taken before commercializing your platform..

Response:
The Company respectfully acknowledges the Staff’s comment and has revised its disclosure on page 36 in Amendment No. 2. to specify
that to date it has not penetrated the failed drug market. In addition, the Company has provided a narrative disclosure for each graphic.

Intellectual
Property, page 37

 8. We
                                            note your response to prior comment 14 and reissue in part. Please revise to include the
                                            ownership status and expiration dates, or potential expiration dates if granted, for your
                                            patents and patent applications.

 9. Response:
                                            The Company respectfully acknowledges the Staff’s comment and has revised the Intellectual
                                            Property table on page 37 in Amendment No.2. to include the requested information for its
                                            patents.

Please
do not hesitate to contact our counsel Arthur Marcus at (212) 930-9700 with any questions or comments regarding this correspondence.
Thank you.

    Sincerely,

    /s/ Vininder Singh

    Chief Executive Officer

    cc
    Arthur
    Marcus, Esq.

United States securities and exchange commission logo
September 2, 2022
Vininder Singh
Chief Executive Officer
BullFrog AI Holdings, Inc.
325 Ellington Blvd., Unit 317
Gaithersburg, MD 20878
Re:BullFrog AI Holdings, Inc.
Amendment No. 1 to Draft Registration Statement on Form S-1
Submitted August 15, 2022
CIK No. 0001829247
Dear Mr. Singh:
            We have reviewed your amended 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.
Amendment No. 1 to Draft Registration Statement on Form S-1
Prospectus Summary
Business Overview, page 1
1.We note your response to prior comment 2.  Please remove the statements claiming your
platform can "mitigate risk" in therapeutic development and "increase the odds-of-
success" for clinical trials as these statements are speculative given the current
development status of your platform.
Johns Hopkins University - Mebendazole License, page 5
2.We note your revised disclosure in response to prior comment 5.  Please tell us how these
study results assessed efficacy.  In this regard, it is not clear how the 41.7% and 25%

 FirstName LastNameVininder Singh
 Comapany NameBullFrog AI Holdings, Inc.
 September 2, 2022 Page 2
 FirstName LastName
Vininder Singh
BullFrog AI Holdings, Inc.
September 2, 2022
Page 2
figures should be assessed. In discussing results, please also note that it should be clear
whether the study was powered to assess efficacy and whether the results are statistically
significant. Please also revise page F-21 to remove the statement asserting
that Mebendazole demonstrated "long-term safety."
Capitalization, page 23
3.We note the footnote disclosure that you added below your Capitalization table in
response to prior comment 6.  Typically, in situations where conversions occur at the time
of an IPO, the Capitalization table includes three columns - an actual column, a pro forma
column showing the impact of any conversions, and a pro forma, as adjusted column
which gives effect to the sale of shares in the offering.  In the interest of clarity, please
consider revising your Capitalization table accordingly.
Use of Proceeds, page 23
4.We note your response to prior comment 7.  Once the size of the offering is known, please
further revise this section to specify the amount of proceeds to be allocated to each
intended use disclosed in this section.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Liquidity and Capital Resources, page 30
5.You indicate in response to prior comment 9 that you are in the process of obtaining a
current valuation for your 2022 equity issuances and that your underwriters will determine
the IPO pricing.  Once you have an estimated offering price or range, please explain to us
how the fair value of the common stock underlying your equity issuances was determined
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.
Business
Our Products, page 32
6.Please further revise the discussion of your siRNA and Mebendazole product
candidates to clarify their current development status.  In this regard, revise the "Current
Market" header of the table appearing on this page to reflect that your product candidates
have not yet received regulatory approval for commercialization.  Please also disclose any
development activities that you have conducted on these two candidates.

 FirstName LastNameVininder Singh
 Comapany NameBullFrog AI Holdings, Inc.
 September 2, 2022 Page 3
 FirstName LastName
Vininder Singh
BullFrog AI Holdings, Inc.
September 2, 2022
Page 3
Our Market Opportunity, page 36
7.We note your response to prior comment 13 and reissue.  Please further revise to provide
narrative disclosure explaining each graphic that is depicted in this section.  Please also
balance the disclosure of a "$47.1 billion serviceable market" with your current market
share and any steps that must be taken before commercializing your platform.
Intellectual Property, page 37
8.We note your response to prior comment 14 and reissue in part.  Please revise to include
the ownership status and expiration dates, or potential expiration dates if granted, for
your patents and patent applications.
            You may contact Ibolya Ignat at 202-551-3636 or Angela Connell at 202-551-3426 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Tyler Howes at 202-551-3370 or Joe McCann at 202-551-6262 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Arthur Marcus, Esq.

United States securities and exchange commission logo
July 15, 2022
Vininder Singh
Chief Executive Officer
BullFrog AI Holdings, Inc.
325 Ellington Blvd., Unit 317
Gaithersburg, MD 20878
Re:BullFrog AI Holdings, Inc.
Draft Registration Statement on Form S-1
Submitted June 10, 2022
CIK No. 0001829247
Dear Mr. Singh:
            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
Prospectus Summary
Business Overview, page 1
1.Please revise the Business Overview section to highlight and clarify that to date you have
not generated revenues from your AI/ML system and that you have not conducted clinical
trials on any pharmaceutical drugs.  Revise the penultimate paragraph in this section to
clarify the scope of your operations to date to provide context to your disclosure that you
are "preparing to ramp up" your business.

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 Comapany NameBullFrog AI Holdings, Inc.
 July 15, 2022 Page 2
 FirstName LastName
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July 15, 2022
Page 2
2.We note your statements that your platform's analyses can be used to "mitigate risk" in
therapeutic development and "increase the odds-of-success" for clinical trials. Please
revise to explain your basis for these statements.  In this regard, we do not see disclosure
in the registration statement indicating this platform has been used to identify a drug
candidate that has received regulatory approval for commercialization.
3.Briefly explain the difference between supervised and unsupervised machine learning the
first time you use these terms.
Our bfLEAP Analytics Platform, page 3
4.Please tell us your basis for asserting that your bfLEAP Analytics Platform system is
"more precise" and "proven."
Johns Hopkins University - Mebendazole License, page 5
5.Please revise your statement indicating Medendazole demonstrated "long-term safety" to
present objective information about trial results, rather than conclusions as to the safety of
your product candidate. Conclusions as to safety and efficacy are within the sole authority
of the FDA and comparable foreign regulators.
Capitalization, page 23
6.It appears that certain of your convertible notes will automatically convert into common
shares upon the completion of your IPO.  Please explain why the conversion of these
notes is not reflected in your pro forma capitalization.
Use of Proceeds, page 23
7.Please revise this section to provide more specific detail regarding each purpose and the
associated amounts that you intend to use for each such purpose. For any proceeds to be
allocated to clinical development of your pharmaceutical product candidates, include
references to how far into the development processes the proceeds will enable you to
reach.  Similarly disclose, if applicable, the amounts you plan to allocate toward further
developing the bfLEAP™ platform and launching the contract services business.
Liquidity and Capital Resources, page 30
8.Please revise your discussion of liquidity and capital resources to provide enhanced
analysis and explanation of the sources and uses of cash and material changes in particular
items underlying the major captions reported in your financial statements.  Please assure
that your discussion reconciles to the items and amounts presented on the face of
your cash flow statements. Please also include a discussion of the conditions resulting in
the going concern opinion included in the auditor’s report, and, if relevant, address the
fact that you are a holding company with no operations of your own and that you depend
on your subsidiaries for cash.

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 Comapany NameBullFrog AI Holdings, Inc.
 July 15, 2022 Page 3
 FirstName LastName
Vininder Singh
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July 15, 2022
Page 3
9.You disclose on page F-15 that during the year ended December 31, 2021, you issued
common shares and shares of options to related parties for services rendered and for a
subscription payable.  You also disclose the sale of convertible promissory notes and
warrants during the periods presented and during the subsequent interim period. Please
revise your MD&A to discuss all of your equity instrument issuances. Disclose how you
accounted for the instruments, including how you determined their fair value. Once you
have an estimated offering price or range, 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.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations, page 30
10.Please revise your discussion of your results of operations to quantify and describe the
reasons for changes in each line item on your Statement of Operations, rather than just in
total.
Business
Acquisition of Bullfrog AI, page 31
11.Please file the acquisition agreement with Bullfrog AI, Inc. as an exhibit to your
registration statement. Refer to Item 601 of Regulation S-K for guidance.
Our Products, page 32
12.We note your disclosure here of two product candidates, siRNA and Mebendazole, in
addition to your bfLEAP platform. However, we do not see corresponding narrative
disclosure related to these two product candidates elsewhere in your Business section.
Please revise to provide a more fulsome discussion of these two product candidates,
including a discussion of any targeted indications, pre-clinical studies, clinical trials
conducted and current development status, or advise.  For instance, please provide
additional disclosure regarding the Phase I clinical trial of Mebendazole in patients with
high-grade glioma, which you reference on page 33.
Our Market Opportunity, page 36
13.Please revise to provide narrative disclosure explaining what is depicted in the graphics
shown in this section. Please balance statements claiming you are "poised to impact
multiple high-growth application areas" and disclosure of a "$47.1 billion serviceable
market" with your current market share and any steps that must be taken before
commercializing your platform.

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 Comapany NameBullFrog AI Holdings, Inc.
 July 15, 2022 Page 4
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July 15, 2022
Page 4
Intellectual Property, page 37
14.Please revise to include the ownership status and expiration dates, or potential expiration
dates if granted, for your patents and patent applications. Please also clarify which product
or products your provisional patent application relates to and the current status of this
application.
Licenses, page 40
15.Please revise the discussion of your licensing agreements to disclose the duration of the
agreements, any termination provisions, the aggregate amounts paid to date and
the aggregate future potential milestone payments payable. Please also file these three
agreements as exhibits to the registration statement. Refer to Item 601 of Regulation S-K
for guidance.
Competition, page 42
16.Please discuss the competitive business conditions your bfLEAP platform will face in the
analytics industry. Please also disclose here your competitive position in the industry and
any planned methods for competing.
Fast Track Designation, page 44
17.Please revise to explicitly state that being granted Fast Track designation does not grant
any advantages in the regulatory approval process or guarantee eventual approval by the
FDA.
Management and Board of Directors
Executive Officers and Directors, page 47
18.For the background disclosure of Mr. Singh and Mr. Hanson, please describe the business
experience of each during the past five years including their principal occupations and the
name and principal business of any corporation where they were employed. In addition,
for each director, briefly discuss the specific experience, qualifications, attributes or skills
that led to the conclusion that the person should serve as a director. Refer to Item 401 of
Regulation S-K for guidance.
Employment Agreements, page 49
19.Please file your employment agreement with Mr. Singh as an exhibit to this registration
statement. Refer to Item 601 of Regulation S-K for guidance.
Certain Relationships and Related Party Transactions, page 50
20.With reference to Regulation S-K, Item 404(a)(1), please revise this section to disclose the
name of each related person and the basis on which that person is a related person.

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 July 15, 2022 Page 5
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July 15, 2022
Page 5
Consolidated Financial Statements
Consolidated Statements of Operations, page F-4
21.On page 31 you state that you classify your operating expenses into two categories:
research and development (R&D), and general and administrative; however, this
classification is not reflected on the face of your consolidated statements of operations. In
light of the significant emphasis on R&D activities in your document, please revise your
consolidated statements of operations to separately report R&D expenses, or tell us how
you determined that separate presentation was not required. To the extent you are able to
support your decision not to report R&D on a separate line item, revise your footnotes to
provide a table of R&D by line item on which they are reflected in your income statement.
Revise your MD&A discussion on page 31 to provide a breakdown of R&D expenses by
type of expense as well as by product candidate.
Notes to Consolidated Financial Statements
Note 3 - Summary of Significant Accounting Policies, page F-8
22.Please revise your revenue recognition accounting policy to provide all of the disclosures
required by ASC 606 with respect to the contract that resulted in the unearned revenue of
$10,000 reported as Deferred revenue at December 31, 2021.  Please clarify the
performance obligations you identified, and revise to disclose how you allocated the
transaction price to such performance obligations. Explain whether the timing of
satisfaction of the performance obligations is over time or at a point in time; describe the
methods used to recognize revenue over time, or the significant judgments involved in
evaluating when the customer obtains control of the services for performance obligations
satisfied at a point in time. Refer to ASC 606-50 as applicable in your response.
Alternate Page for Resale Prospectus, page Alt-1
23.We note your inclusion of shares underlying your convertible Bridge Notes in the Resale
Prospectus. We further note you refer back to your Description of Securities section to
provide a more detailed description of these private placements, however no such
disclosure appears there. Please revise or advise.
24.Please revise to identify the person or persons with voting and/or dispositive control over
the shares reflected in the table.
Note 10 - Shareholder's Equity, page F-15
25.We note your disclosure that BullFrog Holdings, Inc. acquired BullFrog AI, Inc. via a 1:1
share exchange in June 2020. Please tell us and disclose in your financial statements how
you accounted for this share exchange transaction (e.g., asset acquisition, business
combination, etc.). Please also describe the composition of any net assets acquired. To the
extent that you determined that this share exchange was a business combination, provide
the disclosures required by ASC 805-10-50.

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 Comapany NameBullFrog AI Holdings, Inc.
 July 15, 2022 Page 6
 FirstName LastName
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BullFrog AI Holdings, Inc.
July 15, 2022
Page 6
General
26.The cover page of the IPO Prospectus indicates that you intend to apply to list your
common stock on the Nasdaq Capital Market while also warning that no assurance can be
given that your application will be approved.  Please note that prior to effectiveness the
prospectus must clearly state whether Nasdaq has approved a listing application.  To the
extent that you have not received such approval, you should remove any references to
Nasdaq from the cover page and clarify, as applicable, where your common shares are to
be quoted.  Also, please reconcile the disclosures on the Resale Prospectus cover page that
the no assurance can be given that Nasdaq will approve the listing application and the
consummation of the offering is conditioned on obtaining Nasdaq approval.
27.To the extent that you conduct the IPO absent a Nasdaq listing, please revise to clarify
whether you are registering your common stock pursuant to Section 12(g) of the Exchange
Act.  If you are not filing a Form 8-A in connection with the IPO, please revise the
Summary to clarify that you will not be registering a class of securities under the
Exchange Act and add appropriate risk factor disclosure concerning that decision.  For
instance, and without limitation, the risk factor disclosure should explain that you will not
be subject to the proxy rules under Section 14 of the Exchange Act, the prohibition of
short-swing profits under Section 16 of the Exchange Act, and the beneficial ownership
reporting requirements of Sections 13(d) and (g) of the Exchange Act.  Also disclose that
your periodic reporting obligations under Section 13(a) will be automatically suspended
under Section 15(d) of the Exchange Act to the extent that you have fewer than 300
shareholders.
28.With regard to the Resale Prospectus, please revise the cover page to state that the selling
security holders will sell the shares of common stock at a fixed price until such time, if
ever, as the common stock is quoted on the OTC Bulletin Board, the OTCQX, the
OCTQB or listed on a national securities exchange.  Also revise the “Explanatory Note”
and Resale Prospectus cover page to clarify that any sales made pursuant to the Resale
Prospectus can only occur after the firm commitment IPO is completed, or advise us how
you plan to conduct simultaneous offerings and comply with Rule 415.
29.Please file consents for each of the director nominees.  Refer to Rule 438.
30.Please supplementally provide us with copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf,
present to potential investors in reliance on Section 5(d) of the Securities Act, whether or
not they retain copies of the communications

 FirstName LastNameVininder Singh
 Comapany NameBullFrog AI Holdings, Inc.
 July 15, 2022 Page 7
 FirstName LastName
Vininder Singh
BullFrog AI Holdings, Inc.
July 15, 2022
Page 7
            You may contact Ibolya Ignat at 202-551-3636 or Angela Connell at 202-551-3426 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Tyler Howes at 202-551-3370 or Joe McCann at 202-551-6262 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Arthur Marcus, Esq.