SecProbe.io

CORRESP
 1
 filename1.htm

 BranchOut
Food Inc.
 205 SE Davis Ave., Suite C

 Bend,
Oregon 97702

 July
9, 2025

 Via
Edgar

 Ms.
Erin Donahue

 Division
of Corporation Finance

 Office
of Manufacturing

 U.S.
Securities and Exchange Commission

 Washington,
D.C. 20549

 Re: BranchOut
 Food Inc.
 Registration
 Statement on Form S-3

 Filed
 July 3, 2025

 File
 No. 333-288512

 Request
 for Acceleration

 Dear
Ms. Donahue:

 Pursuant
to Rule 461 under the Securities Act of 1933, as amended, BranchOut Food Inc. (the "Company") hereby requests acceleration
of the effective date of the above-referenced Registration Statement to 4:00 p.m. on Friday, July 11, 2025, or as soon thereafter as
practicable.

 Please
contact Zev M. Bomrind of Pachulski Stang Ziehl & Jones LLP, counsel to the Company, at (646) 483-5497, as soon as the registration
statement has been declared effective, or if you have any other questions or concerns regarding this matter.

 Sincerely,

 /s/ Eric Healy

 Eric Healy

 Chief Executive Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 July 9, 2025

Eric Healy
Chief Executive Officer
BranchOut Food Inc.
205 SE Davis Ave., Suite C
Bend, Oregon 97702

 Re: BranchOut Food Inc.
 Registration Statement on Form S-3
 Filed July 3, 2025
 File No. 333-288512
Dear Eric Healy:

 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 Erin Donahue at 202-551-6063 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 BranchOut
Food Inc.

 205 SE Davis Ave., Suite C

 Bend,
Oregon 97702

 May
23, 2025

 Via
Edgar

 Ms.
Kristin Baldwin

 Division of Corporation Finance

 Office of Manufacturing

 U.S. Securities and Exchange Commission

 Washington, D.C. 20549

 Re:
 BranchOut
 Food Inc.

 Registration
 Statement on Form S-3

 Filed
 May 22, 2025

 File
 No. 333-287500

 Request
 for Acceleration

 Dear
Ms. Baldwin:

 Pursuant
to Rule 461 under the Securities Act of 1933, as amended, BranchOut Food Inc. hereby requests acceleration of the effective date of the
above-referenced Registration Statement to 4:00 p.m. on Tuesday, May 27, 2025, or as soon thereafter as practicable.

 Please
contact Zev M. Bomrind of Pachulski Stang Ziehl & Jones LLP, counsel to the Company, at (646) 483-5497, as soon as the registration
statement has been declared effective, or if you have any other questions or concerns regarding this matter.

 Sincerely,

 /s/
 Eric Healy

 Eric
 Healy

 Chief
 Executive Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 23, 2025

Eric Healy
Chief Executive Officer
Branchout Food Inc.
205 SE Davis Avenue
Suite C
Bend, OR 97702

 Re: Branchout Food Inc.
 Registration Statement on Form S-3
 Filed May 22, 2025
 File No. 333-287500
Dear Eric Healy:

 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 Kristin Baldwin at 202-551-7172 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
</TEXT>
</DOCUMENT>

CORRESP
1
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BranchOut
Food Inc.

205 SE Davis Ave., Suite C

Bend,
Oregon 97702

September
30, 2024

Via
Edgar

Mr.
Bradley Ecker

Division of Corporation Finance

Office of Manufacturing

U.S. Securities and Exchange Commission

Washington, D.C. 20549

    Re:
    BranchOut
    Food Inc.

    Registration
    Statement on Form S-3

    Filed
    September 23, 2024

    File
    No. 333-282298

    Request
    for Acceleration

Dear
Mr. Ecker:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, BranchOut Food Inc. (the “Company”) hereby requests acceleration
of the effective date of the above-referenced Registration Statement to 4:00 p.m. on Wednesday, October 2, 2024, or as soon thereafter
as practicable.

Please
contact Zev M. Bomrind of Pachulski Stang Ziehl & Jones LLP, counsel to the Company, at (646) 483-5497, as soon as the registration
statement has been declared effective, or if you have any other questions or concerns regarding this matter.

    Sincerely,

    /s/
    Eric Healy

    Eric
    Healy

    Chief
    Executive Officer

September 27, 2024
Eric Healy
Chief Executive Officer
BranchOut Food Inc.
205 SE Davis Ave., Suite C
Bend, Oregon 97702
Re:BranchOut Food Inc.
Registration Statement on Form S-3
Filed on September 23, 2024
File No. 333-282298
Dear Eric Healy:
            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 Bradley Ecker at 202-551-4985 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

June
25, 2024

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    BranchOut
    Food, Inc.

    Registration
    Statement on Form S-1, as amended

    File
    No. 333-280428

    Request
    for Acceleration of Effective Date

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Securities Act”),
Alexander Capital, L.P., as the representative of the several underwriters, hereby joins in the request of BranchOut Food, Inc. for acceleration
of the effective date of the above-referenced registration statement on Form S-1, as amended (the “Registration Statement”),
so that it becomes effective as of 5:15 p.m. Eastern Time on Wednesday, June 26, 2024, or as soon thereafter as possible.

Pursuant
to Rule 460 of the General Rules and Regulations of the Securities Act, we wish to advise you that we have distributed approximately
400 copies of the preliminary prospectus to prospective underwriters, institutional investors, dealers and others.

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

[Signature
Page to Follow]

    Very
    truly yours,

    ALEXANDER
    CAPITAL, L.P.

    on
    behalf of itself and as representative of the Underwriters

    By:
    /s/
    Jonathan Gazdak

    Name:

    Jonathan
    Gazdak

    Title:

    Managing
    Director

[Signature
Page to Underwriters’ Acceleration Request]

CORRESP
1
filename1.htm

BranchOut
Food Inc.

205 SE Davis Ave., Suite C

Bend,
Oregon 97702

June
25, 2024

Via
Edgar

Mr.
Eranga Dias

Division
of Corporation Finance

U.S.
Securities and Exchange Commission

100
F Street, NE

Washington,
D.C. 20549

    Re:
    BranchOut
    Food Inc.

    Registration
    Statement on Form S-1

    Filed
    June 24, 2024

    File
    No. 333-280428

    Request
    for Acceleration

Dear
Mr. Dias:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, BranchOut Food Inc. hereby requests acceleration of the effective date of the
above-referenced Registration Statement to 5:15 p.m. on Wednesday, June 26, 2024, or as soon thereafter as practicable.

Please
contact Zev M. Bomrind of Pachulski Stang Ziehl & Jones LLP, counsel to the Company, at (646) 483-5497, as soon as the registration
statement has been declared effective, or if you have any other questions or concerns regarding this matter.

    Sincerely,

    /s/
    Eric Healy

    Eric
    Healy

    Chief
    Executive Officer

United States securities and exchange commission logo
May 24, 2024
Eric Healy
Chief Executive Officer
BranchOut Food Inc.
205 SE Davis Ave., Suite C
Bend, Oregon 97702
Re:BranchOut Food Inc.
Draft Registration Statement on Form S-1
Submitted May 17, 2024
CIK No. 0001962481
Dear Eric Healy:
            This is to advise you that we do not intend to review your registration statement.
            We request that you publicly file your registration statement and nonpublic draft
submissions at least 15 days prior to any road show as that term is defined in Rule 433(h)(4) or,
in the absence of a road show, at least 15 days prior to the requested effective date of the
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 Eranga Dias at 202-551-8107 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

June 14, 2023

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    BranchOut Food, Inc.

    Registration Statement on Form S-1, as amended

    File No. 333-271422

    Withdrawal of Acceleration Request

    Resubmission of Acceleration Request

Ladies and Gentlemen:

Reference is made to our letter, filed
as correspondence via EDGAR on June 9, 2023, in which we requested the acceleration of the effective date of the above-referenced registration
statement on Form S-1, as amended (the “Registration Statement”), for June 13, 2023, at 5:00 p.m. Eastern Time, or
as soon as thereafter possible in accordance with Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”).

Withdrawal of Acceleration Request

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.

Resubmission of Acceleration Request

Pursuant to Rule 461 of the General Rules
and Regulations under the Securities Act, Alexander Capital, L.P., as the representative of the several underwriters, hereby joins in
the request of BranchOut Food, Inc. for acceleration of the effective date of the above-referenced Registration Statement, so that it
becomes effective as of 5:00 p.m. Eastern Time on Thursday, June 15, 2023, or as soon thereafter as possible.

Pursuant to Rule 460 of the General Rules
and Regulations of the Securities Act, we wish to advise you that we have distributed approximately 400 copies of the preliminary prospectus
to prospective underwriters, institutional investors, dealers and others.

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

Please direct any questions or comments
concerning this request to Charles E. Chambers, Jr. of Sullivan & Worcester LLP, counsel to Alexander Capital, L.P., at +1 (617) 338-2840.

[Signature Page to Follow]

    Very truly yours,

    ALEXANDER CAPITAL L.P.

    on behalf of itself and as representative of the Underwriters

    By:
    /s/ Jonathan Gazdak

    Name:
    Jonathan Gazdak

    Title:
     Managing Director

[Signature Page to Withdrawal and Resubmission of Acceleration
Request]

CORRESP
1
filename1.htm

BranchOut
Food Inc.

205
SE Davis Ave., Suite C

Bend,
Oregon 97702

June
14, 2023

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
DC 20549

    Attention:
    Gregory
    Herbers and Erin Purnell

    Re:
    BranchOut
    Food Inc.

    Registration
    Statement on Form S-1

    File
    No. 333-271422

Dear
Ladies and Gentlemen:

Reference
is made to our letter, filed as correspondence via EDGAR on June 9, 2023, in which we requested the acceleration of the effective date
of the above-referenced Registration Statement for Tuesday, June 13, 2023, at 5:00 p.m. Eastern Time, 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
    yours,

    BranchOut
    Food Inc.

    By:
    /S/
    Eric Healy

    Eric
    Healy

    Chief
    Executive Officer

CORRESP
1
filename1.htm

BranchOut
Food Inc.

205
SE Davis Ave., Suite C

Bend,
Oregon 97702

June
14, 2023

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
DC 20549

    Re:
    BranchOut
    Food Inc.

    Registration
    Statement on Form S-1

    File
    No. 333-271422

Dear
Ladies and Gentlemen:

On
behalf of BranchOut Food Inc. (the “Company”), and pursuant to Rule 461 under the Securities Act of 1933, as amended (the
“Securities Act”), we hereby 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
5:00 p.m., Eastern Time, on Thursday, June 15, 2023, 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. By separate letter, the underwriter
of the offering of the securities being registered join in this request for acceleration.

Please
do not hesitate to contact Dane Johansen of Parr Brown Gee & Loveless at 801 257-7935 with any questions or comments with respect
to this letter.

The
Company hereby acknowledges that:

 ● Should
                                            the Commission or the staff, acting pursuant to delegated authority, declare the filing effective,
                                            it does not foreclose the Commission from taking any action with respect to the filing;

 ● The
                                            action of the Commission or the staff, acting pursuant to delegated authority, in declaring
                                            the Registration Statement effective, does not relieve the Company from its full responsibility
                                            for the accuracy and adequacy of the disclosure in the Registration Statement; and

 ● The
                                            Company may not assert the Commission’s comments or the declaration of the Registration
                                            Statement’s effectiveness as a defense in any proceedings initiated by the Commission
                                            or any person under the federal securities laws of the United States.

    Very
    truly yours,

    BranchOut
    Food Inc.

    By:
    /s/
    Eric Healy

    Name:
    Eric
    Healy

    Title:
    Chief
    Executive Officer

CORRESP
1
filename1.htm

June
9, 2023

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    BranchOut Food, Inc.

    Registration Statement on Form S-1, as amended

    File No. 333-271422

    Request for Acceleration of Effective Date

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Securities Act”),
Alexander Capital, L.P., as the representative of the several underwriters, hereby joins in the request of BranchOut Food, Inc. for acceleration
of the effective date of the above-referenced registration statement on Form S-1, as amended (the “Registration Statement”),
so that it becomes effective as of 5:00 p.m. Eastern Time on Tuesday, June 13, 2023, or as soon thereafter as possible.

Pursuant
to Rule 460 of the General Rules and Regulations of the Securities Act, we wish to advise you that we have distributed approximately
400 copies of the preliminary prospectus to prospective underwriters, institutional investors, dealers and others.

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

[Signature
Page to Follow]

    Very truly yours,

    ALEXANDER CAPITAL, L.P.

    on behalf of itself and as representative of the Underwriters

    By:
    /s/ Jonathan Gazdak

    Name:
    Jonathan Gazdak

    Title:
    Managing Director

[Signature
Page to Underwriters’ Acceleration Request]

CORRESP
1
filename1.htm

BranchOut
Food Inc.

205
SE Davis Ave., Suite C

Bend,
Oregon 97702

June
9, 2023

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
DC 20549

    Re:
    BranchOut
    Food Inc.

    Registration
    Statement on Form S-1

    File
    No. 333-271422

Dear
Ladies and Gentlemen:

On
behalf of BranchOut Food Inc. (the “Company”), and pursuant to Rule 461 under the Securities Act of 1933, as amended (the
“Securities Act”), we hereby 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 5:00 p.m., Eastern Time, on Tuesday, June 13, 2023, 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. By separate letter, the underwriter of the offering of the securities being registered join in this request for
acceleration.

Please
do not hesitate to contact Dane Johansen of Parr Brown Gee & Loveless at 801 257-7935 with any questions or comments with respect
to this letter.

The
Company hereby acknowledges that:

    ●
    Should
    the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission
    from taking any action with respect to the filing;

    ●
    The
    action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective,
    does not relieve the Company from its full responsibility for the accuracy and adequacy of the disclosure in the Registration Statement;
    and

    ●
    The
    Company may not assert the Commission’s comments or the declaration of the Registration Statement’s effectiveness as
    a defense in any proceedings initiated by the Commission or any person under the federal securities laws of the United States.

    Very truly yours,

    BranchOut Food Inc.

    By:
    /s/
    Eric Healy

    Name:
    Eric Healy

    Title:
    Chief Executive Officer

CORRESP
1
filename1.htm

June
2, 2023

Via
EDGAR

Gregory
Herbers and Erin Purnell

Division
of Corporation Finance

Office
of Manufacturing

Securities
and Exchange Commission

Washington,
D.C. 20549

Re:
BranchOut Food Inc.

Amended
Registration Statement on Form S-1

Filed
May 23, 2023

File
No. 333-271422

Ladies
and Gentlemen:

This
correspondence responds to the letter, dated May 31, 2023, received from the staff of the Securities and Exchange Commission (the “Staff”)
regarding the above-mentioned Amended Registration Statement on Form S-1 (“Form S-1”) filed on May 23, 2023 by BranchOut
Food Inc. (the “Company”, “we”, “us” or “our”). We have addressed
each of the comments raised by the Staff below and in Amendment No. 3 to the Registration Statement on Form S-1 filed on June 2, 2023
(“Amendment No. 3”). Capitalized terms used, but not defined, in this letter have the meanings ascribed to such terms
in Amendment No. 3.

Outlined
below are our responses to each of the Staff’s comments:

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

Cover
Page

 1. We
                                            note your revised disclosure that you have granted the underwriter a 45-day option to purchase
                                            up to an additional 165,000 shares of common stock “which may be covered by exercising
                                            the option and/or by purchasing shares of common stock from us in the market once secondary
                                            trading begins.” Please explain why you have included this provision given that you
                                            are required to provide a bona fide estimate of the range of the maximum offering price consistent
                                            with Item 501(b)(3) of Regulation S-K. In addition, please explain how the underwriters will
                                            purchase the common stock from you in the market.

BranchOut
Response:

The
Company advises the Staff that, pursuant to the terms of the Underwriting Agreement with the Representative, the form of which is attached
as Exhibit 1.1 to the Form S-1, the Company will grant the Representative an option to purchase from us, at the initial public offering
price, up to 165,000 shares of common stock, representing fifteen percent (15%) of the shares of common stock sold in this offering,
within 45 days from the effective date of the Form S-1 to cover over-allotments, if any.

If
the Representative does not elect to exercise the over-allotment in full or at all, the Company and the Representative expect that the
Representative may purchase, after the consummation of this offering, additional shares of the Company’s common stock up to, but
not exceeding, an amount representing fifteen percent (15%) of the shares sold in this offering in the public market, in compliance with
Regulation M. The Company believes this approach is consistent with Item 501(b)(3) of Regulation S-K.

SEC
Release No. 33-8511 (the “Release”) indicates that shares of the Company’s common stock purchased in the market
by or on behalf of the Representative must be used to reduce the size of a syndicate short position. Therefore, the Representative may
exercise the over-allotment option only to the extent required to cover the “net” short position. Footnote 67 of the Release
states, “if an underwriter were to exercise the over-allotment option in an amount exceeding the net syndicate short position,
under Regulation M (and former Rule 10b–6) participation in the distribution would not be deemed completed and purchases made prior
to the exercise of the option may violate Regulation M.”

Accordingly,
the Company has revised the disclosure where it appears in Amendment No. 3 to clarify that the Company has granted the underwriter a
45-day option to purchase up to an additional 165,000 shares of common stock “which may be covered by exercising the over-allotment
option and/or by purchasing shares of common stock in the market after the consummation of this offering once secondary trading begins.”

Debt
Obligations

Notes
Payable, page 50

 2. Please
                                            file the Hinman Loan Agreement as an exhibit to the registration statement.

BranchOut
Response:

We
have filed the Hinman Loan Agreement as Exhibit No. 10.13 to Amendment No. 3.

    2

Resale
Prospectus, page II-1

 3. We
                                            note your revisions in response to comment 3 and reissue. Please revise the statement that
                                            you “expect” that no shares will be sold until your common stock is listed on
                                            Nasdaq to state that no shares will be sold until the initial public offering is closed and
                                            your common stock is listed on Nasdaq. Please also remove the statement that the resale shares
                                            will initially be sold “around” the public offering price. In the alternative,
                                            revise to state a fixed price at which the shares will be offered.

BranchOut
Response:

We
have revised the cover page of the resale prospectus to Amendment No. 3 to state that no shares will be sold until the initial public
offering is closed and our common stock is listed on Nasdaq. We have also removed the statement that the resale shares will initially
be sold “around” the public offering price, and made further clarifying revisions to indicate the expected price range of
the initial public offering and that, when and if the selling stockholders sell their shares under the resale prospectus, they will do
so at prevailing market prices.

We
hope the foregoing has been responsive to your comments. If you have any questions or comments regarding the foregoing, please contact
Dane Johansen, Esq. at (801) 532-7840 or djohansen@parrbrown.com.

Very
truly yours,

    /s/
    Eric Healy

    Eric
    Healy

    Chief
    Executive Officer

    BranchOut
    Food Inc.

    cc:
    Mindy
                                            Hooker and Claire Erlanger, Securities and Exchange Commission

    Dane
    Johansen, Esq.

    3

United States securities and exchange commission logo
May 31, 2023
Eric Healy
Chief Executive Officer
BranchOut Food Inc.
205 SE Davis Ave., Suite C
Bend, Oregon 97702
Re:BranchOut Food Inc.
Amended Registration Statement on Form S-1
Filed May 23, 2023
File No. 333-271422
Dear Eric Healy:
            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 May 4, 2023 letter.
Amendment No. 2 to Registration Statement on Form S-1
Cover Page
1.We note your revised disclosure that you have granted the underwriter a 45-day option to
purchase up to an additional 165,000 shares of common stock "which may be covered by
exercising the option and/or by purchasing shares of common stock from us in the market
once secondary trading begins." Please explain why you have included this provision
given that you are required to provide a bona fide estimate of the range of the maximum
offering price consistent with Item 501(b)(3) of Regulation S-K. In addition, please
explain how the underwriters will purchase the common stock from you in the market.

 FirstName LastNameEric Healy
 Comapany NameBranchOut Food Inc.
 May 31, 2023 Page 2
 FirstName LastName
Eric Healy
BranchOut Food Inc.
May 31, 2023
Page 2
Debt Obligations
Notes Payable, page 50
2.Please file the Hinman Loan Agreement as an exhibit to the registration statement.
Resale Prospectus, page II-1
3.We note your revisions in response to comment 3 and reissue. Please revise the statement
that you "expect" that no shares will be sold until your common stock is listed on Nasdaq
to state that no shares will be sold until the initial public offering is closed and your
common stock is listed on Nasdaq. Please also remove the statement that the resale shares
will initially be sold "around" the public offering price. In the alternative, revise to state a
fixed price at which the shares will be offered.
            You may contact Mindy Hooker at 202-551-3732 or Claire Erlanger at 202-551-3301 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Gregory Herbers at 202-551-8028 or Erin Purnell at 202-551-3454 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Dane Johansen

CORRESP
1
filename1.htm

May
11, 2023

Via
EDGAR

Gregory
Herbers and Erin Purnell

Division
of Corporation Finance

Office
of Manufacturing

Securities
and Exchange Commission

Washington,
D.C. 20549

Re:
BranchOut Food Inc.

Registration
Statement on Form S-1

Filed
April 24, 2023

File
No. 333-271422

Ladies
and Gentlemen:

This
correspondence responds to the letter, dated May 4, 2023, received from the staff of the Securities and Exchange Commission (the “Staff”)
regarding the abovementioned Registration Statement on Form S-1 filed on April 24, 2023 by BranchOut Food Inc. (the “Company”,
“we”, “us” or “our”). We have addressed each of the comments raised by the Staff
below and in Amendment No. 1 to Registration Statement on Form S-1 filed on May 11, 2023 (the “Amendment No. 1 “).
Capitalized terms used, but not defined, in this letter have the meanings ascribed to such terms in Amendment No. 1.

Outlined
below are our responses to each of the Staff’s comments:

Form
S-1 filed April 24, 2023

Our
Articles of Incorporation provide that..., page 34

    1.
    We
    note your revisions in response to comment 1. Please include similar disclosure on page 6. In addition, please revise Exhibit 3.1
    to clearly state that the provision does not apply to claims under the federal securities laws. In the alternative, please provide
    reasonable assurance that you will make future investors aware of the provision’s limited applicability (for example, the disclosure
    will be included in your future periodic reports).

    1

BranchOut
Response:

We
have revised page 6 of Amendment No. 1. With regard to disclosure in future filings, the Company confirms that it will provide disclosure
regarding these forum selection provisions in its Risk Factors and other applicable items in its future periodic reports pursuant to
the Exchange Act, including Quarterly Reports on Form 10-Q and Annual Reports on Form 10-K.

Capitalization,
page 36

    2.
    We
    have read your response to prior comment 3, along with your revised disclosures, and have the following comments:

●Please
include the $34,500 of long term debt related to the EIDL loans in the debt line of your capitalization table, or explain to us why
you believe it is appropriate to exclude it;

●
Explain why the shares related to the automatic conversion of notes, including convertible notes undertaken subsequent to year end, have
not been included in the ‘As Adjusted’ column of the table.

BranchOut
Response:

We
have revised page 36 of Amendment No. 1 to include the $34,500 of long term debt related to the EIDL loans in the debt line of the capitalization
table. We have also revised the ‘As Adjusted’ column of the capitalization table and related discussion to give effect to
the automatic conversion of the convertible notes.

Resale
Prospectus, page II-1

    3.
    We
    note your response to comment 8. Please revise the cover page of the resale prospectus to disclose that the resale shares will not
    be sold until the initial public offering is closed and state the price of the initial public offering. Refer to Instruction 2 to
    Item 501(b)(3) of Regulation S-K.

BranchOut
Response:

We
have revised the cover page of the resale prospectus to Amendment No. 1.

Exhibit
Index, page II-13

    2

    4.
    We
    note that you have redacted provisions and terms of certain exhibits. Please revise to mark the exhibit index to indicate that portions
    of the exhibit or exhibits have been omitted. Refer to Item 601(b)(10)(iv) of Regulation S-K.

BranchOut
Response:

We
have updated the exhibit index to Amendment No. 1.

We
hope the foregoing has been responsive to your comments. If you have any questions or comments regarding the foregoing, please contact
Dane Johansen, Esq. at (801) 532-7840 or djohansen@parrbrown.com.

    Very
    truly yours,

    /s/
    Eric Healy

    Eric
    Healy

    Chief
    Executive Officer

    BranchOut
    Food Inc.

    cc:
    Mindy
    Hooker and Claire Erlanger, Securities and Exchange Commission

    Dane
    Johansen, Esq.

    3

United States securities and exchange commission logo
May 4, 2023
Eric Healy
Chief Executive Officer
BranchOut Food Inc.
205 SE Davis Ave., Suite C
Bend, Oregon 97702
Re:BranchOut Food Inc.
Registration Statement on Form S-1
Filed April 24, 2023
File No. 333-271422
Dear Eric Healy:
            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 April 24, 2023
Our Articles of Incorporation provide that..., page 34
1.We note your revisions in response to comment 1. Please include similar disclosure on
page 6. In addition, please revise Exhibit 3.1 to clearly state that the provision does not
apply to claims under the federal securities laws. In the alternative, please provide
reasonable assurance that you will make future investors aware of the provision’s limited
applicability (for example, the disclosure will be included in your future periodic reports).
Capitalization, page 36
2.We have read your response to prior comment 3, along with your revised disclosures, and
have the following comments:
•Please include the $34,500 of long term debt related to the EIDL loans in the debt

 FirstName LastNameEric Healy
 Comapany NameBranchOut Food Inc.
 May 4, 2023 Page 2
 FirstName LastName
Eric Healy
BranchOut Food Inc.
May 4, 2023
Page 2
line of your capitalization table, or explain to us why you believe it is appropriate to
exclude it;
•Explain why the shares related to the automatic conversion of notes, including
convertible notes undertaken subsequent to year end, have not been included in the
'As Adjusted' column of the table.
Resale Prospectus, page II-1
3.We note your response to comment 8. Please revise the cover page of the resale
prospectus to disclose that the resale shares will not be sold until the initial public offering
is closed and state the price of the initial public offering. Refer to Instruction 2 to Item
501(b)(3) of Regulation S-K.
Exhibit Index, page II-13
4.We note that you have redacted provisions and terms of certain exhibits. Please revise to
mark the exhibit index to indicate that portions of the exhibit or exhibits have been
omitted. Refer to Item 601(b)(10)(iv) of Regulation S-K.
            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 Mindy Hooker at 202-551-3732 or Claire Erlanger at 202-551-3301 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Gregory Herbers at 202-551-8028 or Erin Purnell at 202-551-3454 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Dane Johansen

CORRESP
1
filename1.htm

April
24, 2023

Via
EDGAR

Alex
King and Erin Purnell

Division
of Corporation Finance

Office
of Manufacturing

Securities
and Exchange Commission

Washington,
D.C. 20549

Re:
BranchOut Food Inc.

Draft
Registration Statement on Form S-1

Submitted
January 23, 2023

CIK
No. 0001962481

Ladies
and Gentlemen:

This
correspondence responds to the letter, dated February 17, 2023, received from the staff of the Securities and Exchange Commission (the
“Staff”) regarding the abovementioned Draft Registration Statement on Form S-1 submitted on January 23, 2023 by BranchOut
Food Inc. (the “Company”, “we”, “us” or “our”). We have addressed
each of the comments raised by you and your team below and in the Registration Statement on Form S-1 filed on April 24, 2023 (the “Registration
Statement”). Capitalized terms used, but not defined, in this letter have the meanings ascribed to such terms in the Registration
Statement.

Outlined
below are our responses to each of your comments:

Draft
Registration Statement on Form S-1 submitted January 23, 2023

Risk
Factors

Our
Articles of Incorporation provide that the Nevada Eighth Judicial District Court of Clark County, Nevada shall be the exclusive forum,
page 34.

 1. We
                                            note your disclosure in the paragraph heading that the Nevada Eighth Judicial District Court
                                            of Clark County shall be the exclusive forum for certain litigation, including claims under
                                            the Securities Act. Please revise this title to reconcile with your disclosure that “the
                                            exclusive forum provision does not apply to suits brought to enforce any liability or duty
                                            created by the Securities Act.”

BranchOut
Response:

We
have revised the risk factor title on page 34 of the Registration Statement to reconcile with the disclosure that the exclusive forum
provision does not apply to suits brough to enforce liability or duties created by the Securities Act, the Exchange Act, the rules and
regulations thereunder, or any other claim for which the federal courts have exclusive or concurrent jurisdiction.

    1

After
this offering, our principal stockholder will continue to have substantial control over us, page 34.

 2. Please
                                            tell us whether you will be deemed to be a “controlled company” under the Nasdaq
                                            listing rules. If so, please additionally disclose on the prospectus cover and in the summary
                                            (i) the percent voting power that the controlling stockholder will hold after completion
                                            of the offering and (ii) whether you intend to take advantage of the controlled company exemptions
                                            under the Nasdaq rules.

BranchOut
Response:

We
respectfully advise the Staff that Mr. Healy currently owns approximately 68% of the outstanding shares of common stock of the Company.
Given the planned offering size, Mr. Healy’s ownership is expected to be below 30% of the outstanding shares of common stock of
the Company immediately after completion of the offering and conversion of the outstanding convertible notes. Accordingly, the Company
will not be a “controlled company” under the applicable Nasdaq listing rules and does not intend to take advantage of the
controlled company exemptions under the Nasdaq rules. Given Mr. Healy’s expected limited control after completion of the offering,
we have removed this risk factor from the Registration Statement.

Capitalization,
page 37

 3. We
                                            note that your Capitalization table on page 37 includes long-term debt of only $34,500. Please
                                            revise to also include any amounts of long-term debt recorded in current liabilities. Also,
                                            please revise to include any debt issued subsequent to September 30, 2022 in the “As
                                            Adjusted” column and include appropriate footnote disclosure of the nature and terms
                                            of this debt. Additionally, we note from your disclosure on page 35 that you intend to use
                                            the proceeds from this offering in part for the repayment of debt. Please ensure that this
                                            repayment of debt is considered in the “As Adjusted” column of the Capitalization
                                            table with appropriate footnote disclosure.

BranchOut
Response:

We
have revised the Capitalization table in accordance with your comments. Please see the updated disclosure on page 36 of the Registration
Statement.

    2

Management’s
Discussion and Analysis of Financial Condition and Results of Operations Overview, page 40

 4. We
                                            note from your disclosure on page 65 of the Business Section that in connection with the
                                            EnWave License, you are obligated to purchase additional equipment and pay EnWave certain
                                            annual and earned royalties based on revenue from avocado products sold as well as sales
                                            of drying or processing products. You also disclose the annual royalty required to be paid
                                            in the next few years and thereafter. Please revise your discussion in MD&A to discuss
                                            the nature of this licensing agreement and related commitments. The notes to the financial
                                            statements should be similarly revised and should include your accounting policies related
                                            to the licensing agreements and royalty commitments. See guidance in ASC 440-10.

BranchOut
Response:

We
have revised the MD&A as requested. Please see the updated disclosure on page 48. We have also updated the notes to the financial
statements, please see the updated disclosure in Note 17 on page F-24.

 5. It
                                            appears that you have two contract manufacturers. Please file any written agreements with
                                            your manufacturers in Chile and Peru as exhibits to the registration statement, or please
                                            explain why you do not believe you are required to do so.

BranchOut
Response:

We
have filed the agreements with our contract manufacturers in Chile and Peru as Exhibits 10.9 and 10.10 to the Registration Statement.

General
and Administrative Expense, page 45

 6. Please
                                            update your disclosure to identify actions planned or taken, if any, to mitigate the inflationary
                                            pressures you disclose as affecting your travel costs and wages.

BranchOut
Response:

We
have updated the disclosure to make clear that the primary drivers of increased travel costs and wages were due to increased travel in
connection with establishing our new contract manufacturer and the expansion of our operations and due to increased headcount, respectively,
and not due to inflationary pressures. Please see the updated disclosure on page 44 of the Registration Statement.

    3

Our
Management, page 66

 7. Please
                                            update the biographies of your management to comply with the standards outlined by Item 401(e)(1),
                                            specifically with regards to Mr. Durst.

BranchOut
Response:

We
have updated the biographies of management and the independent director nominees as requested, specifically with regards to Mr. Durst.
Please see the updated disclosures on page 62 of the Registration Statement.

Resale
Prospectus, page II-1

 8. Please
                                            revise to disclose a fixed price (or a range) at which the selling stockholders will sell
                                            their shares until the securities are quoted on Nasdaq, after which the securities can be
                                            offered and sold at prevailing market prices or at negotiated prices.

BranchOut
Response:

We
respectfully advise the Staff that given that selling stockholders’ securities constitute “restricted securities” under
Rule 144, we expect that the selling stockholders will delay resales of their securities until the registration statement has been declared
effective by the SEC and the shares in this offering are listed on Nasdaq. However, the selling stockholders are not subject to a separate
contractual lock-up or restrictions on the price at which they may resell their securities and therefore we respectfully advise the Staff
that no fixed price range (or a range) at which the selling stockholders will sell their shares until the securities are quoted on Nasdaq
can be provided. The selling stockholders would be free to resell their shares upon exercise of the warrants, subject to an available
exemption from registration under the Securities Act, at the price of their choosing. Accordingly, we respectfully advise the Staff that
it is impossible for us to define a range within which they may sell shares until the securities are quoted on Nasdaq.

The
disclosure on the Alternate Pages for the Resale Prospectus in the Registration Statement specifies that we expect that any sales by
the selling stockholders of our common stock may be sold at fixed prices, at prevailing market prices at the time of sale, at prices
related to the prevailing market price, at varying prices determined at the time of sale, or at negotiated prices.

We
hope the foregoing has been responsive to your comments. If you have any questions or comments regarding the foregoing, please contact
Dane Johansen, Esq. at (801) 532-7840 or djohansen@parrbrown.com.

    4

    Very truly yours,

    /s/
    Eric Healy

    Eric Healy

    Chief Executive Officer

    BranchOut Food Inc.

    cc:
    Mindy Hooker and Claire Erlanger,
    Securities and Exchange Commission

    Dane Johansen, Esq.

    5