SecProbe.io

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 DeFi Development Corp.

 6401 Congress Avenue, Suite 250

 Boca Raton, FL 33487

 June 23, 2025

 Via EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Re:
 DeFi Development Corp.

 Registration Statement on Form S-1

 Filed June 11, 2025

 File No. 333-287964

 To whom it may concern:

 Pursuant to Rule 461(a) under the Securities Act
of 1933, as amended, DeFi Development Corp. (the " Company ") hereby respectfully requests that the effective
date of the Company's Registration Statement on Form S-1 (File No. 333-287964) be accelerated by the Securities and Exchange
Commission to 4:00 p.m., Eastern Time, on June 23, 2025 or as soon as practicable thereafter.

 The Company requests that it be notified of such
effectiveness by a telephone call to Allison Handy of Perkins Coie LLP at (206) 359-3295 and that such effectiveness also be confirmed
in writing.

 Sincerely,

 /s/ Joseph Onorati

 Name: Joseph Onorati

 Title: Chief Executive Officer

 cc:
 Allison Handy, Perkins Coie LLP

CORRESP
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 DeFi Development Corp.

 6401 Congress Avenue, Suite 250

 Boca Raton, FL 33487

 June 20, 2025

 Via EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Re:
 DeFi Development Corp.

 Registration Statement on Form S-1

 Filed June 16, 2025

 File No. 333-288067

 To whom it may concern:

 Pursuant to Rule 461(a) under the Securities Act
of 1933, as amended, DeFi Development Corp. (the " Company ") hereby respectfully requests that the effective
date of the Company's Registration Statement on Form S-1 (File No. 333-288067) be accelerated by the Securities and Exchange
Commission to 4:00 p.m., Eastern Time, on June 23, 2025 or as soon as practicable thereafter.

 The Company requests that it be notified of such
effectiveness by a telephone call to Allison Handy of Perkins Coie LLP at (206) 359-3295 and that such effectiveness also be confirmed
in writing.

 Sincerely,

 /s/ Joseph Onorati

 Name:
 Joseph Onorati

 Title:
 Chief Executive Officer

 cc:
 Allison Handy, Perkins Coie LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 June 18, 2025

John Han
Chief Financial Officer
DeFi Development Corp.
6401 Congress Avenue, Suite 250
Boca Raton, FL 33487

 Re: DeFi Development Corp.
 Registration Statement on Form S-1
 Filed June 16, 2025
 File No. 333-288067
Dear John Han:

 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 Aisha Adegbuyi at 202-551-8754 with any questions.

 Sincerely,

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

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 June 18, 2025

John Han
Chief Financial Officer
DeFi Development Corp.
6401 Congress Avenue, Suite 250
Boca Raton, FL 33487

 Re: DeFi Development Corp.
 Registration Statement on Form S-1
 Filed June 11, 2025
 File No. 333-287964
Dear John Han:

 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 Aisha Adegbuyi at 202-551-8754 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Finance
cc: Allison Handy, Esq.
</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 21, 2025

John (Fei) Han
Chief Financial Officer
DeFi Development Corp.
6401 Congress Avenue, Suite 250
Boca Raton, FL 33487

 Re: DeFi Development Corp.
 Form 10-K for the Fiscal Year Ended December 31, 2024
 File No. 001-41748
Dear John (Fei) Han:

 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 Finance
</TEXT>
</DOCUMENT>

CORRESP
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 May 16, 2025

 Via EDGAR

 United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Cara Lubit / Robert Klein,

 Division of Corporation Finance, Office of Finance

 Re:

 DeFi Development Corp. (f/k/a/ Janover Inc.)
 Form 10-K for the Fiscal Year Ended December 31, 2024
 File No. 001-41748

 Dear Ladies and Gentlemen:

 On behalf of our client, DeFi
Development Corp. (f/k/a/ Janover Inc.) (the " Company "), we submit this letter setting forth the response of
the Company to the comments provided by the staff (the " Staff ") of the Securities and Exchange Commission (the
" Commission ") in its comment letter dated May 13, 2025 (the " Comment Letter ") with
respect to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the " Original 10-K ").

 For the convenience of the
Staff, each comment from the Comment Letter corresponds to the numbered paragraphs in this letter and is restated prior to the response
to such comment.

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

 Item 9A. Controls
and Procedures, page 67

 1.
 You disclose that you did not provide management's assessment of internal control over financial reporting ("ICFR") due to a transition period established by the Commission. Instruction 1 to Item 308 of Regulation S-K permits management to exclude its assessment of ICFR only in its first annual report filing and this is your second Form 10-K. Accordingly, please amend your Form 10-K to include management's report on ICFR as of December 31, 2024, which should comply with the requirements of Item 308(a) of Regulation S-K. As it relates to your assessment, we note your disclosure concluding ineffectiveness of disclosure controls and procedures and the existence of a material weakness. The amended filing should also include updated and complete certifications pursuant to Item 601(b)(31), including ICFR language, and Item 601(b)(32) of Regulation S-K. For example, we note that your currently filed certifications omit certification 4(b) of Item 601(b)(31). In addition, ensure compliance in your future filings on both Forms 10-K and 10-Q. To the extent needed, please also refer to the Division of Corporation Finance: Sarbanes- Oxley Act of 2002 - Frequently Asked Questions pertaining to Section 302.

 Company Response. The Company
acknowledges the Staff's comment and advises the Staff that the Company has concurrently filed Amendment No. 1 on Form 10-K/A to
amend its Original 10-K to address the Staff's comment.

 The Company further advises the Staff
that the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025 contains disclosure and certifications
consistent with the Staff's comment, and the Company will ensure compliance in its future filings on Forms 10-K and 10-Q.

 We hope that the foregoing has been responsive
to the Staff's comments. Please direct any questions or comments regarding the foregoing to Ross D. Carmel, Esq. of Sichenzia Ross
Ference Carmel LLP at (646) 838-1310 or Joseph Onorati, Chief Executive Officer to the Company at (408) 256-0347.

 Very truly yours,

 /s/ Ross Carmel, Esq.

 Ross Carmel, Esq.

 Sichenzia Ross Ference Carmel LLP

 cc:
 Joseph Onorati, CEO
DeFi Development Corp.

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 13, 2025

John (Fei) Han
Chief Financial Officer
DeFi Development Corp.
6401 Congress Avenue, Suite 250
Boca Raton, FL 33487

 Re: DeFi Development Corp.
 Form 10-K for the Fiscal Year Ended December 31, 2024
 File No. 001-41748
Dear John (Fei) Han:

 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 the Fiscal Year Ended December 31, 2024
Item 9A. Controls and Procedures, page 67

1. You disclose that you did not provide management's assessment of
internal control
 over financial reporting ("ICFR") due to a transition period established
by the
 Commission. Instruction 1 to Item 308 of Regulation S-K permits
management to
 exclude its assessment of ICFR only in its first annual report filing
and this is
 your second Form 10-K. Accordingly, please amend your Form 10-K to
include
 management s report on ICFR as of December 31, 2024, which should
comply with
 the requirements of Item 308(a) of Regulation S-K. As it relates to your
assessment,
 we note your disclosure concluding ineffectiveness of disclosure
controls and
 procedures and the existence of a material weakness. The amended filing
should also
 include updated and complete certifications pursuant to Item 601(b)(31),
including
 ICFR language, and Item 601(b)(32) of Regulation S-K. For example, we
note that
 your currently filed certifications omit certification 4(b) of Item
601(b)(31). In
 addition, ensure compliance in your future filings on both Forms 10-K
and 10-Q. To
 the extent needed, please also refer to the Division of Corporation
Finance: Sarbanes-
 Oxley Act of 2002 - Frequently Asked Questions pertaining to Section
302.
 May 13, 2025
Page 2

 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.

 Please contact Cara Lubit at 202-551-5909 or Robert Klein at
202-551-3847 with any
questions.

 Sincerely,

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

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R.F. Lafferty & Co., Inc.

40 Wall Street, 29th Floor

New York, NY 10005

September 10, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Ms. Aisha Adegbuyi and Ms. Tonya
Aldave

Re: Janover Inc.

Registration Statement
on Form S-3

File No. 333-281185

Ladies and Gentlemen:

In accordance with Rule 461
under the Securities Act of 1933, as amended (the “Act”), R.F. Lafferty & Co., Inc., as sole placement agent of an at
the market offering pursuant to the Registration Statement on Form S-3 (File No. 333-281185) (the “Registration Statement”),
hereby joins Janover Inc., (the “Company”) in requesting that the Securities and Exchange Commission take appropriate action
to cause to become effective on September 12, 2024, at 4:00 p.m., Eastern Time, or as soon thereafter as practicable, or at such other
time as the Company or its outside counsel, Sichenzia Ross Ference Carmel LLP, request by telephone that such Registration Statement be
declared effective.

    Very truly yours,

    R.F. Lafferty & Co., Inc.

    By:
    /s/ Robert Hackel

    Name:
    Robert Hackel

    Title:
    Chief Operating Officer

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Janover Inc.

6401 Congress Avenue, Suite 250

Boca Raton, Florida 33487

September 10, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Ms. Aisha Adegbuyi, and Ms. Tonya Aldave

 Re: Janover Inc.’s Request for Acceleration

Registration
Statement on Form S-3

File No. 333-281185

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated
under the Securities Act of 1933, as amended (the “Securities Act”), Janover Inc., a Delaware corporation (the “Company”),
respectfully requests that the effective date of its registration statement on Form S-3 (File No. 333-281185) (the “Registration
Statement”), be accelerated so that it will become effective at 4:00 p.m., Eastern Time, on Thursday, September 12, 2024, or as
soon thereafter as possible.

Once the Registration Statement
is effective, please confirm the event with our counsel, Sichenzia Ross Ference Carmel LLP by calling Ross Carmel at (646) 838-1310.

If you have any questions
regarding this request, please contact Ross Carmel of Sichenzia Ross Ference Carmel LLP at (646) 838-1310.

    Very truly yours,

    By:
     /s/ Blake Janover

    Name:
    Blake Janover

    Title:
    Chief Executive Officer

cc: Ross Carmel, Sichenzia Ross Ference Carmel LLP

CORRESP
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August 27, 2024

Via EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 Attention: Aisha Adegbuyi and Tonya Aldave

Division of Corporation Finance, Office
of Finance

    Re:
    Janover Inc.

Registration Statement on Form S-3

Filed August 1, 2024

File No. 333-281185

Dear Ladies and Gentlemen:

On behalf of our client, Janover Inc. (the “Company”),
we submit this letter setting forth the response of the Company to the comments provided by the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) in its letter dated August 19, 2024 (the “Comment
Letter”) with respect to the Company’s above-referenced registration statement (the “Registration Statement”).

For your convenience, we have reproduced below
in bold italics the text of the Comment Letter, followed by the Company’s response. Capitalized terms used but not defined herein
shall have the meanings assigned to such terms in the Registration Statement.

Registration
Statement on Form S-3

 General

    1.

    We note your disclosure related to
a notice of delisting received from Nasdaq on page S-33 and that you have until January 13, 2025, to regain compliance with the Nasdaq
Minimum Bid Price Requirement. Please address the following:

 · tell us why the risk factor related to
the delisting notice appears in the supplement prospectus, but does not appear in the delayed shelf offering prospectus, and how you plan
to inform investors not participating in the at-the-market offering of the Nasdaq delisting risk;

 · tell us how you plan to monitor and, if
needed, terminate the at-the-market offering if you are not able to comply with Nasdaq Minimum Bid Price Requirement in a timely manner;
and

 · revise the prospectus to disclose material
risks to investors in the at-the-market offering related to possible Nasdaq delisting.

Company Response. The Company
acknowledges the Staff’s comment and update(s) the Staff, as follows:

 · The Company has updated the current section ‘Risk
Factors’ in the shelf offering prospectus and in the prospectus supplement, ensuring adequate disclosure related to the Nasdaq delisting
notice. Additionally, the Company will ensure that each prospectus supplement filed hereafter maintains and/or includes the said disclosure
(and any updates thereto), ensuring adequate notice to prospective investors to the Company’s securities.

 · The Company was granted an initial 180-day period
expiring on January 13, 2025 to regain compliance with the Nasdaq’s Minimum Bid Price Requirement and may be eligible for an additional
180-calendar day compliance period such date. The Company is currently exploring its options to achieve compliance prior to the expiry
of the initial 180-calendar day period and intends to seek stockholder approval for a reverse-stock split prior to the expiry of the initial
180-calendar day period. Additionally, the Company will terminate its current shelf offering and the at-the-market offering thereunder,
if needed, if the Company is not able to regain compliance with the Nasdaq Minimum Bid Price Requirement in accordance with the time provided
therefor by Nasdaq.

 · The Company has updated the prospectus to disclose
material risks to investors in the at-the-market offering related to possible Nasdaq delisting.

    2.
    Given recent decline in your stock price and the limitation of selling no more than one-third of all your common voting and nonvoting equity held by non-affiliates, please tell us how you plan to monitor that the at-the-market offering sales agent does not exceed the maximum number of shares you can sell in the offering. Refer to General Instruction I.B.6(a) to Form S-3.

Company Response. The Company
acknowledges the Staff’s comment and notes that the current at-the-market offering is up to the amount provided and is based on
assumptions as of the initial date of filing. The Company would continue to comply with General Instruction I.B.6(a) to Form S-3, and
notes that the proposed at-the-market offering and any future offerings would be conducted after consultation with the relevant stakeholders,
ensuring the Company does not exceed the maximum number of shares that can be sold.

    3.
    Please note that under General Instruction I.B.6(c), you are required to have at least one class of common equity securities listed and registered on a national securities exchange and your current Form S-3 eligibility depends on maintaining a listing on Nasdaq. You also disclose that you received a delisting notice from the exchange. Please tell us your plans as to this shelf offering in the event that your securities are delisted from Nasdaq.

Company Response. As noted in
the third bullet of the Company’s response to Comment #1 above, in case the Company is delisted from Nasdaq, the Company will terminate
its current shelf offering and the at-the-market offering thereunder.

Cover Page

    4.
    Due to the recent decline in your stock price and the limitation of selling no more than one-third of all your common voting and nonvoting equity held by non-affiliates, please update the disclosure on the cover page relating to the market value of your common stock held by non-affiliates.

Company Response. The Company
acknowledges the Staff’s comment and notes that the Company has made the requested changes.

Risk Factors,
page 9

    5.
    Please add a separately captioned risk factor here and in the risk factors section starting on page S-11 to disclose the dilutive effect of this offering and the continued downward pressure on your market price. In this regard, we note that you have received a notice from Nasdaq relating to possible delisting after your stock price declined below $1.00 per share.

Company Response. The Company
acknowledges the Staff’s comment and notes that the Company has made the requested changes in both Risk Factor sections of the Registration
Statement, and in the prospectus supplement.

We hope that the foregoing has been responsive
to the Staff’s comments.

Please direct any questions or comments regarding
the foregoing to Ross D. Carmel, Esq. of Sichenzia Ross Ference Carmel LLP at (646) 838-1310 or Blake Janover, Chief Executive Officer
of the Company at (561) 559-4111.

Very truly yours,

    /s/ Ross Carmel, Esq.

    Ross Carmel, Esq.

    Sichenzia Ross Ference Carmel LLP

    cc:
    Blake Janover, CEO

Janover Inc.

August 19, 2024
Blake Janover
Chief Executive Officer
Janover Inc.
6401 Congress Avenue, Suite 250
Boca Raton, FL 33487
Re:Janover Inc.
Registration Statement on Form S-3
Filed August 1, 2024
File No. 333-281185
Dear Blake Janover:
            We have conducted a limited review of your registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form S-3
General
1.We note your disclosure related to a notice of delisting received from Nasdaq on page S-
33 and that you have until January 13, 2025, to regain compliance with the Nasdaq
Minimum Bid Price Requirement. Please address the following:
•tell us why the risk factor related to the delisting notice appears in the supplement
prospectus, but does not appear in the delayed shelf offering prospectus, and how you
plan to inform investors not participating in the at-the-market offering of the Nasdaq
delisting risk;
•tell us how you plan to monitor and, if needed, terminate the at-the-market offering if
you are not able to comply with Nasdaq Minimum Bid Price Requirement in a timely
manner; and
•revise the prospectus to disclose material risks to investors in the at-the-market
offering related to possible Nasdaq delisting.

August 19, 2024
Page 2
2.Given recent decline in your stock price and the limitation of selling no more than one-
third of all your common voting and nonvoting equity held by non-affiliates, please tell us
how you plan to monitor that the at-the-market offering sales agent does not exceed the
maximum number of shares you can sell in the offering. Refer to General Instruction
I.B.6(a) to Form S-3.
3.Please note that under General Instruction I.B.6(c), you are required to have at least one
class of common equity securities listed and registered on a national securities exchange
and your current Form S-3 eligibility depends on maintaining a listing on Nasdaq. You
also disclose that you received a delisting notice from the exchange. Please tell us your
plans as to this shelf offering in the event that your securities are delisted from Nasdaq.
Cover Page
4.Due to the recent decline in your stock price and the limitation of selling no more than
one-third of all your common voting and nonvoting equity held by non-affiliates, please
update the disclosure on the cover page relating to the market value of your common
stock held by non-affiliates.
Risk Factors, page 9
5.Please add a separately captioned risk factor here and in the risk factors section starting on
page S-11 to disclose the dilutive effect of this offering and the continued downward
pressure on your market price. In this regard, we note that you have received a
notice from Nasdaq relating to possible delisting after your stock price declined below
$1.00 per share.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Aisha Adegbuyi at 202-551-8754 or Tonya Aldave at 202-551-3601 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:Ross David Carmel, Esq.

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July 19, 2023

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Attention: Mr. Eric Envall

Re: Janover Inc.

Registration Statement on Form S-1

File No. 333-267907

REQUEST FOR ACCELERATION OF EFFECTIVENESS

Requested Date: July 24, 2023

Requested Time: 5:30 pm, Eastern Time

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933,
as amended (the “Securities Act”), we, as joint representatives of the underwriters of the proposed public offering of securities
of Janover Inc. (the “Company”), hereby join the Company’s request that the effective date of the above-referenced registration
statement on Form S-1, as amended, be accelerated so that it will be declared effective at 5:30 p.m., Eastern Time, on July 24, 2023,
or as soon thereafter as possible.

Pursuant to Rule 460 under the Securities Act, we,
as joint representatives 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.

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

    Very truly yours,

    Spartan Capital Securities LLC

    By:
    /s/ Brian Duddy

    Brian Duddy

    Director Capital Markets

    R.F. Lafferty & Co., Inc.

    By:
    /s/ Robert Hackel

    Robert Hackel

    Chief Operating Officer

CORRESP
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Janover Inc.

6401 Congress Avenue, Suite 250

Boca Raton, Florida 33487

July 19, 2023

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Eric Envall and Susan Block

    Re:
    Janover Inc.

    Registration Statement on Form S-1, as amended

    File No. 333-267907

Ladies and Gentlemen:

Pursuant to Rules 460 and 461
of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), Janover Inc. (the
“Company”) respectfully requests that the effective date of the registration statement referred to above (the “Registration
Statement”) be accelerated so that it will become effective at 5:30 p.m., Eastern Time, on Monday, July 24, 2023, or as soon
thereafter as possible. In making this acceleration request, the Company acknowledges that it is aware of its responsibilities under the
Act.

Once the Registration Statement
is effective, please orally confirm the event with our counsel, Carmel, Milazzo & Feil LLP by calling Philip Magri at (954) 303-8027.
We also respectfully request that a copy of the written order from the Securities and Exchange Commission verifying the effective time
and date of the Registration Statement be sent to our counsel, Carmel, Milazzo & Feil LLP, Attention: Philip Magri, by facsimile to
(646) 838-1314 or email at pmagri@cmfllp.com.

If you have any questions regarding
this request, please contact Philip Magri of Carmel, Milazzo & Feil LLP at (954) 303-8027.

    Very Truly Yours,

    By:
    /s/ Blake Janover

    Name:
    Blake Janover

    Title:
    Chief Executive Officer

cc: Philip Magri, Carmel, Milazzo & Feil LLP

CORRESP
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June 29, 2023

VIA EDGAR CORRESPONDENCE

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn: Mr. Eric Envall

    Re:
    Janover Inc.

    Amendment No. 3 to Registration Statement

    Filed on June 12, 2023

    File No. 333-267907

Dear Mr. Envall:

On behalf of our client, Janover Inc. (the “Company”),
we have set forth below our responses to the comments of the staff (the “Staff”) of the Securities and Exchange Commission
(the “SEC”) contained in its letter of June 27, 2023 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. 4 to the Form S-1 (the “Amendment No. 4”) submitted
concurrently with the submission of this letter in response to the Staff’s comments.

Form S-1 filed June 12, 2023

Management's Discussion and Analysis of Financial
Condition and Results of Operations Results for Operations

Three Months Ended March 31, 2023, Compared
to the Three Months Ended March 31, 2022, page 49

1. Please enhance your revenue
discussion to disclose the number of transactions closed and average revenue per transaction for the periods present consistent with your
revenue discussion for years ended December 31, 2022 and December 31, 2021, and discuss underlying changes in trends. Refer to Item 303(c)
of Regulation S-K.

Response: Per the Staff’s comment,
the Company has revised the disclosure.

We trust that the above is responsive to your comments.

Should you have any questions relating to the foregoing
or wish to discuss any aspect of the Company’s filing, please contact me via phone at 954-303-8027 or by email at pmagri@cmfllp.com.

    Appreciatively,

    /s/ Philip Magri

    Philip Magri, Partner

    Carmel, Milazzo & Feil LLP

United States securities and exchange commission logo
June 27, 2023
Blake Janover
Chief Executive Officer
Janover Inc.
6401 Congress Ave, Ste 250
Boca Raton, FL 33487
Re:Janover Inc.
Amendment No. 3 to Registration Statement on Form S-1
Filed June 12, 2023
File No. 333-267907
Dear Blake Janover:
            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.
Form S-1 filed June 12, 2023
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results for Operations
Three Months Ended March 31, 2023, Compared to the Three Months Ended March 31, 2022,
page 49
1.Please enhance your revenue discussion to disclose the number of transactions closed and
average revenue per transaction for the periods present consistent with your revenue
discussion for years ended December 31, 2022 and December 31, 2021, and discuss
underlying changes in trends.  Refer to Item 303(c) of Regulation S-K.

 FirstName LastNameBlake Janover
 Comapany NameJanover Inc.
 June 27, 2023 Page 2
 FirstName LastName
Blake Janover
Janover Inc.
June 27, 2023
Page 2
            You may contact David Irving at (202) 551-3321 or Michelle Miller at (202) 551-3368 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Eric Envall at (202) 551-3234 or Susan Block at (202) 551-3210  with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Finance

CORRESP
1
filename1.htm

June 12, 2023

VIA EDGAR CORRESPONDENCE

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn: Mr. Eric Envall

    Re:
    Janover Inc.

    Amendment No. 2 to Registration Statement

    Filed on April 17, 2023

    File No. 333-267907

Dear Mr. Envall:

On behalf of our client, Janover Inc. (the “Company”),
we have set forth below our responses to the comments of the staff (the “Staff”) of the Securities and Exchange Commission
(the “SEC”) contained in its letter of May 4, 2023 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. 3 to the Form S-1 (the “Amendment No. 3”) submitted
concurrently with the submission of this letter in response to the Staff’s comments.

Pre-effective Amendment No. 2 to Registration
Statement on Form S-1 filed April 17, 2023

The Offering, page 9

1. Please clarify that the 1,000 Series B Preferred
Stock will automatically convert into 500,000 shares of common stock upon consummation of this offering.

Response: Please be advised that
we have revised the registration statement to include an additional disclosure in our offering summary, clarifying that the 1,000 Series
B Preferred Stock, issued on April 14, 2023, will automatically convert into 500,000 shares of common stock upon consummation of this
offering.

Report of Independent Registered Public
Accounting Firm, page F-3

2. Please note that a signed, dated, and unrestricted
auditor´s report must be included in the filing prior to effectiveness. See Rule 2-02 of Regulation S-X. Please make sure the audit
report and auditor consent include the proper date. It appears that both currently reference 2022.

Response: Per the Staff’s
comment, please note that we have added and included a signed, dated, and unrestricted auditor´s report from the Company’s
independent registered public accounting firm, dbbmckennon, dated April 5, 2023, and have added the dated auditor consent as Exhibit 23.1
to Amendment No. 3.

Notes to Financial Statements

Note 5. Future Equity Obligations, page
F-13

3. We note your disclosure to, “See Note
3 for fair value disclosures” on page F-14. Please revise your next amendment to include the proper reference to “Note 4.”

Response: In response to the Staff’s
comment, the Company has revised the disclosure in Amendment No. 3 as follows: “As of December 31, 2022 and 2021, the fair value
of SAFEs was $539,582 and $1,356,704, respectively. See Note 4 for fair value disclosures.”

We trust that the above is responsive to your
comments.

Should you have any questions relating to the
foregoing or wish to discuss any aspect of the Company’s filing, please contact me via phone at 954-303-8027 or by email at pmagri@cmfllp.com.

    Appreciatively,

    /s/ Philip Magri

    Philip Magri, Partner

    Carmel, Milazzo & Feil LLP

United States securities and exchange commission logo
May 4, 2023
Blake Janover
Chief Executive Officer
Janover Inc.
6401 Congress Ave, Ste 250
Boca Raton, FL 33487
Re:Janover Inc.
Amendment No. 2 to Registration Statement on Form S-1
Filed April 17, 2023
File No. 333-267907
Dear Blake Janover:
            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 October 27, 2022 letter.
Pre-effective Amendment No. 2 to Registration Statement on Form S-1 filed April 17, 2023
The Offering, page 9
1.Please clarify that the 1,000 Series B Preferred Stock will automatically convert into
500,000 shares of common stock upon consummation of this offering.
Report of Independent Registered Public Accounting Firm, page F-3
2.Please note that a signed, dated, and unrestricted auditor´s report must be included in the
filing prior to effectiveness. See Rule 2-02 of Regulation S-X.  Please make sure the audit
report and auditor consent include the proper date.  It appears that both currently reference
2022.

 FirstName LastNameBlake Janover
 Comapany NameJanover Inc.
 May 4, 2023 Page 2
 FirstName LastName
Blake Janover
Janover Inc.
May 4, 2023
Page 2
Notes to Financial Statements
Note 5. Future Equity Obligations, page F-13
3.We note your disclosure to, "See Note 3 for fair value disclosures" on page F-14.  Please
revise your next amendment to include the proper reference to "Note 4."
            You may contact David Irving at (202) 551-3321 or Michele Miller at (202) 551-3368 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Eric Envall at (202) 551-3234 or Susan Block at (202) 551-3210 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Finance

United States securities and exchange commission logo
October 27, 2022
Blake Janover
Chief Executive Officer
Janover Inc.
6401 Congress Ave, Ste 250
Boca Raton, FL 33487
Re:Janover Inc.
Registration Statement on Form S-1
Filed October 14, 2022
File No. 333-267907
Dear Blake Janover:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our August 11, 2022 letter.
Form S-1 filed October 14, 2022
Cover Page
1.We note the disclosure on the cover page that the Selling Shareholder shares will not be
purchased by the underwriters in the underwritten offering.  Please disclose the offering
price for the Selling Shareholder shares.  Refer to Item 501(b)(3) of Regulation S-K.  We
also note that the Selling Shareholder shares will not be sold until after the closing of this
offering.  Please advise us why you are including the selling shareholder offering in the
same prospectus as your underwritten offering or have not elected to use a prospectus
supplement for the selling shareholder offering.

 FirstName LastNameBlake Janover
 Comapany NameJanover Inc.
 October 27, 2022 Page 2
 FirstName LastNameBlake Janover
Janover Inc.
October 27, 2022
Page 2
We are subject to concentration risk, page 17
2.We refer to comment 8 in our letter dated June 1, 2022.  In that comment we asked you to
identify any lenders that generate more that 10% of your platform generated revenue.
Your response and revised disclosure indicated that Arbor Realty Trust, Inc. and
Greystone & Co. II LLC are two such lenders.  In your registration statement filed on
October 14, 2022, you have removed these lenders from this risk factor.  We therefore
reissue the comment asking you to identify any lenders that generate more that 10% of
your platform generated revenue, or please explain to use why such lenders no longer
meet this criteria.
Capitalization, page 43
3.You disclose that As Adjusted Capitalization reflects actual capitalization as of June 30,
2022 adjusted to reflect the issuance of 1,700,000 shares of common stock in the offering,
after deducting underwriting discounts and commissions and estimated offering expenses
payable by you which you estimate an to be approximately $9.17 million.  Please enhance
your disclosures to clarify how the increase in As Adjusted Total stockholder's equity of
$10.77 million reconciles to the estimated proceeds.
Dilution, page 45
4.You disclose that concurrent with the effective date of the registration statement you will
affect a 1-for-6.82 stock split and that share and per share information in the prospectus
has been adjusted to reflect the stock split.  Please clarify how 9,695,582 shares of
common stock to be outstanding following the offering based on your common stock
outstanding of 6,845,236 at June 30, 2022 reconciles to common stock outstanding
on page F-21 based on activity disclosed on pages 44, 45, 52, F-28, II-2, including the
7,057,903 shares of common stock outstanding before the offering on page 9, and revise
your disclosures accordingly.  Further, please adjust all share amounts in the registration
statement to reflect the stock split, including the financial statements for June 30,
2022, December 31, 2021 and December 31, 2020.  Refer to SAB Topic 4.C. Changes in
Capital Structure.
Selling Stockholders, page 82
5.We note your disclosure in the first paragraph regarding the possible resale by the Selling
Shareholders of common stock.  Please briefly explain here the transactions from which
the Selling Shareholders originially received the options, SAFEs or shares, including the
exemption relied upon.  Please also include disclosure regarding your outstanding options
and SAFEs under "Description of Securities," at page 86, or advise.
6.We note that you have added a secondary offering of selling stockholders that you intend
to commence "after the closing of this offering."  Please provide us with your analysis as
to whether the transaction should be viewed as a secondary offering eligible to be made on

 FirstName LastNameBlake Janover
 Comapany NameJanover Inc.
 October 27, 2022 Page 3
 FirstName LastName
Blake Janover
Janover Inc.
October 27, 2022
Page 3
a shelf basis under Rule 415(a)(1)(i) or a primary, at-the-market offering being made
pursuant to Rule 415(a)(4).  Please include a discussion of the relationships of the
investors with you and the fact that the shares you are seeking to register do not appear to
have been issued yet, and tell us why the offering should not be viewed as an indirect,
primary transaction and why the selling shareholders should not be viewed as
underwriters.   Refer to Interpretation 612.09 in our Securities Act Rules Compliance and
Disclosure Interpretations.
7.Please include a column in your table that shows the percentage of common stock that the
selling shareholders will beneficially own after the completion of your primary offering,
but before they have sold any of their shares.
8.Please indicate here which, if any, of the selling shareholders are considered to be related
parties.
Note 2. Summary of Significant Accounting Policies
Stock-Based Compensation, page F-10
9.The Staff references prior comment 21 in our letter dated June 1, 2022.  Once you have an
estimated offering price or range, please explain to us how you determined the fair value
of the shares underlying your equity issuances and the reasons for any differences between
the recent valuations of your shares leading up to the IPO and the estimated offering price.
This information will help facilitate our review of your accounting for equity issuances
including equity compensation.
Exhibits
10.We note the opinion in clause (ii) of Exhibit 5.1 that, "The Selling Stockholders Shares,
having already been issued, are validly issued, fully paid and non-assessable."  However
on page 82 of your registration statement, you indicate the selling shareholders shares
have not been issued.  Please revise your disclosure and/or opinion as necessary.
            You may contact Michelle Miller at (202) 551-3368 or David Irving at (202) 551-3321 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Eric Envall at (202) 551-3234 or Susan Block at (202) 551-3210 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Finance

United States securities and exchange commission logo
August 11, 2022
Blake Janover
Chief Executive Officer
Janover Inc.
6401 Congress Ave, Ste 250
Boca Raton, FL 33487
Re:Janover Inc.
Amendment No. 1 to
Draft Registration Statement on Form S-1
Submitted July 27, 2022
CIK No. 0001805526
Dear Mr. Janover:
            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
Cover Page
1.We note your response to comment 2.  Please revise the cover to include a discussion of
any other rights or interests that Mr. Janover will have as a result of his preferred share
ownership that will supersede the rights and interests of common stock holders.  Please
disclose that each share of Series A Preferred Stock is entitled to 10,000 votes on all
matters on which common stock shall be entitled to vote, as applicable.
The Current Industry Problem and Our Opportunity, page 1
2.We note your response to comment 5.  Please revise the disclosure in the bulleted points

 FirstName LastNameBlake Janover
 Comapany NameJanover Inc.
 August 11, 2022 Page 2
 FirstName LastNameBlake Janover
Janover Inc.
August 11, 2022
Page 2
discussing the current commercial lending industry to state those are your beliefs
regarding the industry or substantiate your claims. Please revise the footnote related
disclosure in the last paragraph in this section so your registration statement includes all of
the information without directing to a third party document that is not an exhibit.
Risk Factors
There is ambiguity in our Simple Agreements for Future Equity, page 34
3.Please further explain the terms of the SAFEs and why you believe the terms are uncertain
and ambiguous, so that investors can assess the risk of whether the company will need to
repay the purchase amount or issue shares of common stock.  Please quantify in the risk
factor the number of shares you may need to issue upon consummation of the offering.
Our amended and restated certificate of incorporation and amended and restated bylaws
designate a state or federal court, page 36
4.We note your response to our prior comment 9 and reissue in part.  The heading to the risk
factor seems to indicate that the exclusive forum is a state or federal court located within
the State of Delaware, but the risk factor discussion seems to indicate that the Court of
Chancery for the State of Delaware is the exclusive forum for certain actions, including
any "derivative action."  Please revise for consistency.  Please also clarify if the exclusive
forum provision applies to actions arising under the Securities Act.  In that regard, we note
that Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits
brought to enforce any duty or liability created by the Exchange Act or the rules and
regulations thereunder, and Section 22 of the Securities Act creates concurrent jurisdiction
for federal and state courts over all suit brought to enforce any duty or liability created by
the Securities Act or the rules and regulations thereunder.  Please also provide disclosure
of the exclusive forum provision under "Description of Securities," at page 74.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations
The Fiscal Year Ended December 31, 2021, compared to the Fiscal Year Ended December 31,
2020, page 47
5.We note your response to prior comment 14 in our letter dated May 2, 2022.  Please revise
your next amendment to classify "Net Income" as "Net Income (Loss)" in the table on
page 47 that provides certain selected financial information for the 2021 as compared to
2020.
Competitive Advantages, page 61
6.We note your response to comment 16.  Please expand your discussion as to how your
multiple websites work as part of your "top of funnel" universe in your market.  If true,
clarify that these multiple websites and search engine results are not directing customers
to multiple products and services, but rather directing them to types of financings the

 FirstName LastNameBlake Janover
 Comapany NameJanover Inc.
 August 11, 2022 Page 3
 FirstName LastName
Blake Janover
Janover Inc.
August 11, 2022
Page 3
lenders you work with offer. Also indicate how you are able to determine that  you have
"used [y]our formula to create multiple websites that perform very well on search
engines."
            You may contact David Irving at 202-551-3321 or Michelle Miller at 202-551-3368 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Eric Envall at 202-551-3234 or Susan Block at 202-551-3210 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Finance

United States securities and exchange commission logo
June 1, 2022
Blake Janover
Chief Executive Officer
Janover Inc.
6401 Congress Ave, Ste 250
Boca Raton, FL 33487
Re:Janover Inc.
Draft Registration Statement on Form S-1
Submitted on May 2, 2022
CIK No. 0001805526
Dear Mr. Janover:
            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 Submitted on May 2, 2022
Cover Page
1.According to your disclosure on pages 13 and 95 you are intending to register
Representative's Warrants and the common shares underlying those warrants.  Please
revise your cover page to indicate you are registering those securities as well, and please
include them in your filing fees exhibit, when filed.
2.Please revise your cover page to better describe the different classes of stock you have that
are currently outstanding.  This would include disclosure related to what series/class/share
ownership structure creates Mr. Janover's 99% voting interest in you.  Also include
disclosure that will indicate what said structure will be following the offering, specifically
noting what the public will own in terms of series/class/shares of common stock and what

 FirstName LastNameBlake Janover
 Comapany NameJanover Inc.
 June 1, 2022 Page 2
 FirstName LastNameBlake Janover
Janover Inc.
June 1, 2022
Page 2
voting and economic interests that will translate to for public shareholders.
Prospectus Summary, page 1
3.In one of the opening paragraphs, please disclose your revenues and net losses for the
most recent audited period to provide a snapshot of the company, and balance your
summary disclosure.
Our Future, page 6
4.Please revise this section to indicate the percentage of your loan fees that come from
lender networks and your borrower networks, or advise.
Our Competitive Advantages, page 7
5.Please provide support for your assertion that you "dominate Google for multifamily
financing organic search results."  Also provide more details on how you determined that
Google "appreciates" what you do and how you are able to make that assertion.  We also
note your statements that you are democratizing commercial real estate finance and your
marketplace is flexible (both on page 1), the statement on page 4 that the last significant
innovation in commercial property finance was Microsoft excel, the statement that
commercial lending is antiquated at page 5, and your statement on page 7 that it is hard to
compete with you. Please revise to state these as beliefs or substantiate these claims to us.
6.In order to balance the disclosures in this section, please include a section that describes
your Competitive Disadvantages.  This would be separate and apart from the summary of
your risk factors that begin on page 9.
The Offering, page 12
7.Please revise this section to include disclosure regarding the outstanding shares of
common and preferred stock both prior to and following the offering.  Also ensure that
your footnotes on page 14 properly refer to shares outstanding prior to and after the
offering as appropriate.
We are subject to concentration risk, page 20
8.Please identify any lenders that generate more then 10% of your platform generated
revenue.
Our amended and restated certificate of incorporation and amended and restated bylaws
designate a state or federal court..., page 42
9.We note that your forum selection provision identifies the Court of Chancery of the State
of Delaware as the exclusive forum for certain litigation, including any “derivative
action.” Please disclose whether this provision applies to actions arising under the
Exchange Act. In that regard, we note that Section 27 of the Exchange Act creates

 FirstName LastNameBlake Janover
 Comapany NameJanover Inc.
 June 1, 2022 Page 3
 FirstName LastNameBlake Janover
Janover Inc.
June 1, 2022
Page 3
exclusive federal jurisdiction over all suits brought to enforce any duty or liability created
by the Exchange Act or the rules and regulations thereunder.
Risk Factors
Our current lack of geographic diversity, page 43
10.We note your disclosure regarding geographic concentration in the U.S.  Please revise to
clarify if you have any regional geographic concentration, or within particular states, and
any risks that may arise from such concentration.
Use of Proceeds, page 47
11.Please revise this section so that it is consistent with the disclosure you make in The
Offering section regarding your intended use of proceeds. We also note the disclosure that
the use of proceeds could include acquisitions. Please clarify if you have any current plans
for acquisitions, including identifying the business, or advise. Refer to Item 504,
Instruction 6, of Regulation S-K.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Comparison of the Year Ended December 31, 2021 and 2020, page 52
12.Please conform your dollar/expense reference and presentation, e.g. stock based
compensation of $330,314 instead of approximately $330 thousand.
13.Please revise your next amendment to break out the material components of expense
categories within Sales and Marketing and General and Administrative (e.g. salaries,
commission and benefits, stock compensation expense).  Consider using a tabular format
to the extent it would helpful to investors.  Also, discuss and analyze any known material
trends, events, demands, commitments and uncertainties between periods.  Refer to SEC
Release 33-8350.
14.Please revise your next amendment to classify 'Net Income' as 'Net Income (Loss)' where
applicable.
Growth Opportunities, page 67
15.Please disclose in this section more information regarding how you determined that your
future projections are fair and accurate.
Competitive Advantage, page 70
16.We note your disclosure that you have multiple websites.  Please clarify if you have more
than the two websites that you disclose and please list any others as well, or advise.
Please briefly expand upon your discussion regarding involvement with cmbs financing.
For instance, clarify if you securitize pools of loans, or just work with lenders that do
cmbs financing.

 FirstName LastNameBlake Janover
 Comapany NameJanover Inc.
 June 1, 2022 Page 4
 FirstName LastNameBlake Janover
Janover Inc.
June 1, 2022
Page 4
Employees, page 73
17.Please indicate whether these 13 employees are full or part time employees.  Also indicate
here, as well as in the risk factor section the begins on page 37 the amount of time that Mr.
Janover commits to you relative to his other multiple businesses.
Current relationships and Related Party Transactions , page 84
18.Please enhance your disclosure to clarify if the transactions with your Founder are integral
to the operations of Janover Inc. and if so, how.
Statements of Cash Flows, page F-7
19.Please tell us and revise your disclosures as necessary, how proceeds from future equity
obligations, net of financing fees of $191,851 reconciles to the Level 3 rollforward on
page F-12 and the new and return of SAFEs of $50,000 and $115,662, respectively as
disclosed on page F-13.
Note 2. Summary of Significant Accounting Policies
Accounts Receivable, page F-9
20.Please expand your disclosure related to 'Accounts Receivable' to provide the following:
•the specific GAAP guidance you followed to form your accounting policy for your
allowance for doubtful accounts;
•if you have had any receivables charged-off in the periods presented; and
•your charge-off policy under ASC 310-10-35-41.
Stock-Based Compensation, page F-10
21.Once you have an estimated offering price or range, please explain to us how you
determined the fair value of the shares underlying your equity issuances and the reasons
for any differences between the recent valuations of your shares leading up to the IPO and
the estimated offering price. This information will help facilitate our review of your
accounting for equity issuances including equity compensation.
Notes to Financial Statements
Note 3. Fair Value Measurement, page F-11
22.Please tell us, and revise your next amendment, to provide quantitative information about
significant unobservable inputs used in the fair value measurement of future equity
obligations.  Please also separately disclose the new and return 2021 SAFE activity in the
Level 3 rollfoward and disclose how you considered these and 2021 equity transactions in
the SAFE fair value determination at December 31, 2021.  Refer to ASC 820-10-50-2-
bbb(2).

 FirstName LastNameBlake Janover
 Comapany NameJanover Inc.
 June 1, 2022 Page 5
 FirstName LastName
Blake Janover
Janover Inc.
June 1, 2022
Page 5
Note 4 Future Equity Obligations, page F-13
23.Please tell us and revise your disclosures as necessary, how you accounted for the 2020
subscription receivable of $257,513, including how reflected in the Level 3 rollforward on
page F-12.
Note 6. Income Taxes, page F-16
24.Please revise your next amendment to disclose the components of the net deferred tax
liability or asset measured under ASC 740-10-30-5 as required by ASC 740-10-50.
General
25.Please provide us with supplemental 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,
have presented or expect to present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or not you retained, or intend to retain, copies of those
communications.
26.Please provide us mockups of any pages that include any additional pictures or graphics to
be presented, including any accompanying captions. Please keep in mind, in scheduling
your printing and distribution of the preliminary prospectus, that we may have comments
after our review of these materials.
            You may contact David Irving at 202-551-3321 or Michelle Miller at 202-551-3368 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Eric Envall at 202-551-3234 or Susan Block at 202-551-3210 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Finance