SecProbe.io

CORRESP
 1
 filename1.htm

 November 26, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 One Station Place

 100 F Street N.E.

 Washington, D.C. 20549-7010

 Re:
 PMGC Holdings Inc.

 Registration Statement on Form S-1, as amended (No. 333-290902)

 Ladies and
Gentlemen:

 The
undersigned registrant hereby requests that the effectiveness of the above-captioned Registration Statement on Form S-1 filed with the
U.S. Securities and Exchange Commission (the "Commission") on November 26, 2025, be accelerated so that it will be made effective
at 9:00 a.m. Eastern Daylight Time on December 1, 2025, or as soon thereafter as practicable, pursuant to Rule 461(a) of the Securities
Act of 1933, as amended (the "Act").

 The
undersigned registrant hereby acknowledges that (i) should the Commission or the staff of the Commission ("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; (ii) the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective,
does not relieve the undersigned registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing;
and (iii) the undersigned registrant may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding
initiated by the Commission or any person under the federal securities laws of the United States.

 The undersigned registrant
is aware of its obligations under the Act.

 Yours faithfully,

 PMGC HOLDINGS INC.

 By:
 /s/ Graydon Bensler

 Name:
 Graydon Bensler

 Title:
 Chief Executive Officer

CORRESP
 1
 filename1.htm

 November 26, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 One Station Place

 100 F Street N.E.

 Washington, D.C. 20549-7010

 Re: PMGC
Holdings Inc.

 Registration
Statement on Form S-1, as amended (No. 333-290428)

 Ladies and Gentlemen:

 The
undersigned registrant hereby requests that the effectiveness of the above-captioned Registration Statement on Form S-1 filed with the
U.S. Securities and Exchange Commission (the "Commission") on November 26, 2025, be accelerated so that it will be made effective
at 9:00 a.m. Eastern Daylight Time on December 1, 2025, or as soon thereafter as practicable, pursuant to Rule 461(a) of the Securities
Act of 1933, as amended (the "Act").

 The
undersigned registrant hereby acknowledges that (i) should the Commission or the staff of the Commission ("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; (ii) the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective,
does not relieve the undersigned registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing;
and (iii) the undersigned registrant may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding
initiated by the Commission or any person under the federal securities laws of the United States.

 The undersigned registrant
is aware of its obligations under the Act.

 Yours faithfully,

 PMGC HOLDINGS INC.

 By:
 /s/ Graydon Bensler

 Name: Graydon Bensler
 Title: Chief Executive Officer

September 24, 2025
Graydon Bensler
Chief Executive Officer, Chief Financial Officer and Director
PMGC Holdings Inc.
120 Newport Center Drive, Ste. 249
Newport Beach, CA 92660
Re:PMGC Holdings Inc.
Registration Statement on Form S-1
Filed September 22, 2025
File No. 333-290428
Dear Graydon Bensler:
            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 Daniel Crawford at 202-551-7767 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Ross Carmel, Esq.

CORRESP
 1
 filename1.htm

 April 7, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 One Station Place

 100 F Street N.E.

 Washington, D.C. 20549-7010

 Re:
 PMGC Holdings Inc.

 Registration Statement on Form S-1 (No. 333-284851)

 Ladies and Gentlemen:

 The
undersigned registrant hereby requests that the effectiveness of the above-captioned Registration Statement on Form S-1 filed with the
U.S. Securities and Exchange Commission (the "Commission") on February 12, 2025, be accelerated so that it will be made effective
at 9:00 a.m. Eastern Daylight Time on April 10, 2025, or as soon thereafter as practicable, pursuant to Rule 461(a) of the Securities
Act of 1933, as amended (the "Act").

 The
undersigned registrant hereby acknowledges that (i) should the Commission or the staff of the Commission ("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; (ii) the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective,
does not relieve the undersigned registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing;
and (iii) the undersigned registrant may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding
initiated by the Commission or any person under the federal securities laws of the United States.

 The undersigned registrant
is aware of its obligations under the Act.

 Yours faithfully,

 PMGC HOLDINGS INC.

 By:
 /s/ Graydon Bensler

 Name: Graydon Bensler
 Title: Chief Executive Officer

February 19, 2025
Graydon Bensler
Chief Executive Officer
PMGC Holdings Inc.
120 Newport Center Drive, Ste. 250
Newport Beach, CA 92660
Re:PMGC Holdings Inc.
Registration Statement on Form S-1
Filed February 12, 2025
File No. 333-284851
Dear Graydon Bensler:
            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 Tyler Howes at 202-551-3370 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Ross Carmel, Esq.

November 8, 2024
Graydon Bensler
Chief Executive Officer
Elevai Labs Inc.
120 Newport Center Drive
Newport Beach, CA 92660
Re:Elevai Labs Inc.
Schedule TO-I/A filed November 4, 2024
SEC File No. 5-94408
Dear Graydon Bensler:
            We have reviewed your filing 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 these comments by providing the requested information or advise us
as soon as possible when you will respond. If you do not believe our comments apply to your
facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional
comments.
Schedule TO-I/A filed November 4, 2024
Exhibit (a)(5)(B) - Press Release dated November 4, 2024, page 1
1.The safe harbor for forward-looking statements in the Private Securities Litigation
Reform Act of 1995 do not apply to statements made in connection with a tender offer
such as this one. Remove the reference in future Offer materials such as this.
2.Refer to the following statement in the press release: "Any Series B Preferred Stock
issued in this Offer will be restricted..." This is inconsistent with the disclosure in the
Offer to Exchange, including in the last paragraph on page 6. In addition, the Offer to
Exchange does not refer to a lock-up period which the Company "may extend... as
needed." Please revise or advise.
Refer to the discussion of proration in the press release, and the described scenario
where shareholders tender 100 Common Shares and the Offer is oversubscribed and
therefore is subject to proration. We do not understand this statement that follows:
"Such shareholder will not receive those lost shares back if such shareholder converts 3.

November 8, 2024
Page 2
the Series B Preferred Stock into Common Stock in the future." Please revise to
clarify.
4.Revise to include the number of shares tendered to date, as required by Rule 14e-
1(d).
Will the Series B Preferred Stock be freely tradeable?, page 6
5.Refer to comment 5 in our prior comment letter. The reference to "customary
registration rights and piggy-back rights" remains in this section and is not explained
anywhere in the Offer to Exchange. Please include disclosure explaining these rights
in an appropriate part of the Offer materials.
Under what circumstances may the Offer be terminated?, page 7
6.Refer to comment 8 in our prior comment letter. Disclosure stating that the Company
may terminate the Offer at will for any reason was removed later in the offer
materials; however, disclosure on page 7 states that the Company may terminate the
exchange offer if any condition is not satisfied or waived, "or if we so elect." Please
revise to avoid the implication that the Company can end the Offer at will or for any
reason.
Has the Board of Directors adopted a position on the Offer?, page 8
7.The press release dated November 4, 2024 and filed as Exhibit (a)(5)(B) to the
amended Offer to Exchange includes the following statement regarding the Board's
failure to take a position on the Offer: "The lack of endorsement may indicate
potential uncertainties or a reluctance to promote the Offer directly to shareholders."
Please include this disclosure in an appropriate section of the amended Offer to
Exchange, such as the Risk Factors section. In addition, expand to explain why the
Board is or may be reluctant to "promote the Offer directly to shareholders."
What are the interests of our directors, executive officers and affiliates in the Offer?, page 8
8.Refer to comment 6 in our prior comment letter. See the following statement on page
8 of the revised Offer materials: "The Company’s affiliates’, directors, or executive
officers’ equity stakes in the Company will rise if they repurchase shares in the Offer.
See 'Interests of directors, executive officers and affiliates of the Company in shares
of Common Stock'."  It is not clear how officers and directors would be purchasers in
an exchange offer being conducted by the Company. Please revise or advise. Include
disclosure responsive to this and prior comment 6 in the section later in the Offer
materials discussing insiders' interests in the exchange offer.
Conditions to the Completion of the Offer, page 16
9.Refer to comment 12 in our prior comment letter and the revised disclosure on page
16. Explain what is meant by a "limit order of, trading of securities..." Alternatively,
delete this language.

November 8, 2024
Page 3
Interests of directors, executive officers and affiliates of the Company in shares of Common
Stock, page 17
10.Refer to the new disclosure at the bottom of page 17 of the Offer to Exchange. Here
and elsewhere in the Offer materials where you discuss the resale offering and recent
securities sales by the Company, clarify to identify the officers, directors and other
insiders of the Company who participated.
Financial Information, page 24
11.Refer to comment 2 in our prior comment letter. You have incorporated by reference
financial statement disclosure contained in certain periodic reports filed by the
Company. However, Instruction 6 to Item 10 of Schedule TO mandates that where
you do so, summary financial information must be included in the Offer materials
disseminated to shareholders. Revise the Offer to Exchange to include the required
summary financial statement disclosure required by Item 1010(c) of Regulation M-A.
In addition, as previously requested, include the pro forma financial information
required by Item 1010(b) of Regulation M-A. If you do not believe pro forma
information is material, please explain why in your response letter.
General
12.Refer to comment 19 in our prior comment letter. Please provide a legal analysis
explaining why Regulation M is not implicated by the ongoing sale of shares pursuant
to the Company's resale registration statement dated September 20, 2024, or the
recently-completed offerings by prospectus dated September 22, 2024 (and any other
possible offerings of securities being conducted, e.g., in connection with an exchange
offer, etc.). Your analysis should address whether these offerings are distributions and
should determine any applicable restricted periods, covered persons, covered
securities, and also what, if any, violative conduct is occurring (i.e., bidding,
purchasing, or attempting to induce others to bid or purchase a covered security
outside of such distribution(s) during the applicable restricted period) within the
meaning of Rule 100 of Regulation M (based on all the relevant facts and
circumstances involved). For further guidance, we direct your attention to the
adopting release to Regulation M at https://www.govinfo.gov/content/pkg/FR-1997-
01-03/pdf/97-1.pdf and Staff Legal Bulletin No. 9 ( Frequently Asked Questions
Regarding Regulation M ) at https://www.sec.gov/interps/legal/mrslb9.htm#main-
content.
            We remind you that the filing persons are responsible for the accuracy and adequacy
of their disclosures, notwithstanding any review, comments, action or absence of action by
the staff.
            Please direct any questions to Christina Chalk at 202-551-3263.

November 8, 2024
Page 4
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions
cc:Ross D. Carmel, Esq.

CORRESP
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filename1.htm

November 4, 2024

Christina Chalk

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Mergers & Acquisitions

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Elevai Labs Inc.

    Schedule TO-I filed October 4, 2024

    SEC File No. 5-94408

Dear Ms. Chalk:

On behalf of Elevai Labs Inc. (the “Company”),
Sichenzia Ross Ference Carmel (“we”) have set forth below responses to the comments of the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) contained in its letter of October 10, 2024 (“Comment
Letter”) with respect to the Company’s Schedule TO-I (the “SCH TO-I”) 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 the Amendment No. 1 to the SCH TO-I (the “SCH TO-I/A”) submitted
concurrently with the submission of this letter in response to the Staff’s comments.

Schedule TO-I filed October 4, 2024

Important Notice, page 1

1. While you are not required to disseminate
the offer materials outside the United States, refusing to accept tenders from any target security holders is contrary to the all-holders
requirements of Rule 13e-4(f)(8)(i). See Section II.G.1 in Release No. 34- 58597 (September 19, 2008) and Rule 13e-4(f)(9)(i). Please
revise the language here stating that you will not accept tenders from certain jurisdictions, or advise. Please additionally revise similar
language that appears on page 34 of the offer to purchase.

In response to the Commission’s comment,
the Company respectfully advises that previous language in SCH TOI-I indicated only that the Offer would not be made to target security
holders if it would be illegal to do so. The Company has revised the language in the “Important Notice” section and language
in the “Miscellaneous” section to clarify that the Offer will be made to shareholders subject to requirements of applicable
law, including law which renders the Offer illegal. We do not believe that not making Offers to target security holders in contravention
of applicable laws would violate Rule 13e-4(f)(8)(i).

Item 10. Financial Statements, page 1

2. We note that this is an exchange offer for
up to 30% of the Company's Common Stock. In your response letter, please explain how you reached the determination that financial statements
are not required under Item 10 of Schedule TO, including pro forma financial statements under Item 1010(b) of Regulation M-A. Refer to
Instruction 2 to Item 10.

In response to the Commission’s comment,
the Company respectfully refers the Staff to the financial statements required under Item 10, which are now included in SCH TO-I/A.

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What happens if stockholders tender more than
5,000,000 shares of Common Stock?, page 5

3. The heading of this section indicates that
the company is offering to exchange up to 5,000,000 shares of Common Stock; however, elsewhere in the offer to purchase, this figure is
15,000,000. Please revise or advise.

In response to the Commission’s comment,
the Company respectfully refers the Staff to the revised heading of this section to indicate that up to 15,000,000 shares of Common Stock
are being exchanged in the Offer.

Why is the Company making the Offer?, page
5

4. The reasons listed to explain why the Offer
is being conducted do not appear to be consistent with the fact that Company is offering or very recently offered over 28,000,000 shares
of Common Stock and several classes of warrants pursuant to two registration statements filed in late September 2024. Please revise, addressing
the recent actions by the Company to register for sale twice the number of shares of Common Stock as what is being sought in this exchange
offer, while contemporaneously seeking to repurchase up to 15,000,000 shares of Common Stock in this exchange offer. See also our comments
below regarding potential issues associated with the contemporaneous sale of additional Common Stock.

In response to the Commission’s comment,
the Company respectfully refers the Staff to the revised disclosure in the “Why is the Company making the Offer?” subsection
of SCH TO-I/A. This revised disclosure addresses the recent actions by the Company to register for sale twice the number of shares of
Common Stock as what is being sought in the Offer, while contemporaneously seeking to repurchase up to 15,000,000 shares of Common Stock
in the Offer. In revising the referenced disclosure, the Company has also noted the Staff’s comments regarding potential issues
associated with the contemporaneous sale of additional Common Stock.

Will the Series B Preferred Stock be freely
tradeable?, page 6

5. We note the disclosure here that "upon
conversion of the Series B Preferred Stock in (sic) Common Stock, either by the Company or by the holder... the holder of the Common Stock
shall receive customary registration rights and piggy-back rights, which include the right to demand registration of their shares with
the SEC for public sale and the right to include their shares in any public offering initiated by the Company or another shareholder."
A cross-reference for this statement refers to disclosure in the Risk Factors section; however, we are unable to locate any relevant discussion
of piggy-back registration or other rights there. Please advise or revise.

In response to the Commission’s comment,
the Company respectfully refers the Staff to the revised cross-reference and corrected heading of the Risk Factor entitled “There
is no established trading market for the Series B Preferred Stock, which may limit your ability to resell the Series B Preferred
Stock.”

What are the interests of our directors, executive
officers and affiliates in the Offer?, page 8

6. The disclosure here indicates that affiliates
do not intend to participate in an offer for 30% of the Common. Please revise to discuss that their percentage equity stake in the Company
will rise as a consequence of repurchases in the offer.

In response to the Commission’s comment,
the Company respectfully refers the Staff to the revised disclosure in the “What are the interests of our directors, executive officers
and affiliates in the Offer?” subsection to indicate that affiliates’ equity stake in the Company will rise if they repurchase
shares in the Offer. The Company has also revised the disclosure in the “Interests of directors, executive officers and affiliates
of the Company in shares of Common Stock” subsection to reflect the same.

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    2

Risk Factors, page 9

7. Include a risk factor noting that the Company
has the right to redeem all of the Series B Preferred upon the occurrence of certain future events at the Conversion Ratio without the
approval of the Class B Preferred holders.

In response to the Commission’s comment,
the Company respectfully advises the Staff that the Series B Preferred Stock are not redeemable but upon the occurrence of certain events,
the Company may elect to convert 100% of the outstanding Series B Preferred Stock to Common Stock at the Conversion Ratio without the
approval of the Class B Preferred holders. The Company refers the Staff to the added risk factor in SCH TO-I/A, which discusses this possibility
of conversion.

Expiration Date; Extensions; Amendments, page
11

8. We note the disclosure here that the Company
reserves the right to terminate the offer in its sole discretion. Reserving the right to terminate at will in an issuer's sole discretion,
without any objective conditions upon which such determination will be made, implicates illusory offer concerns under Regulation 14E.
Please revise.

In response to the Commission’s comment,
the Company respectfully refers the Staff to the revised disclosure in the “Expiration Date; Extensions; Amendments” subsection.

Right of Withdrawal, page 14

9. Disclose that shareholders also have the
right to withdraw shares not accepted after the expiration of 40 business days from the commencement of the offer. See Rule 13e-4(f)(2)(ii).

In response to the Commission’s comment,
the Company respectfully refers the Staff to the revised disclosure in the “Right of Withdrawal” subsection, which indicates
that shareholders have the right to withdraw shares not accepted after the expiration of 40 business days from the commencement of the
Offer.

Conditions to the Completion of the Offer,
page 16

10. Refer to the first paragraph of this section.
While you state that all offer conditions must be satisfied on or before the Expiration Date, the reference in the same sentence to "at
any time prior to acceptance for exchange of the shares of Common Stock" contradicts this language. Please revise the disclosure
in quotes to correctly identify the Expiration Date as the reference point for waiver or satisfaction of all offer conditions.

In response to the Commission’s comment,
the Company respectfully refers the Staff to the revised disclosure in the “Conditions to the Completion of the Offer” subsection,
which states that all conditions of the Offer must be satisfied on or before the Expiration Date.

11. Refer to our comments above. While a tender
offer can be conditioned on any number of objective conditions, reserving the right to terminate the offer at will for any reason raises
illusory offer concerns, in contravention of the provisions of Regulation 14E. Please revise the following statement in the second-to-last
paragraph of this section: "In addition, the Company may terminate the Offer if any condition is not satisfied or waived on or before
the Expiration Date or for any other reason if we so elect" (emphasis added). Additionally, revise the last sentence of the lead-in
paragraph to this section, where similar language appears.

In response to the Commission’s comment,
the Company respectfully refers the Staff to the revised disclosure in the penultimate paragraph of the “Conditions to the completion
of the Offer’ subsection and first paragraph of the section.

12. In the fifth bulleted offer condition,
explain what is meant by a "limitation on prices for" securities in the United States, or delete.

In response to the Commission’s comment,
the Company respectfully refers the Staff to the revised disclosure in the fifth bulleted offer condition.

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13. Refer to the offer condition listed in
item (ii) in the fifth bullet point. This condition could be triggered by "any significant adverse change in the price of securities
generally in the United States or other major securities markets." You do not quantify what would constitute a "significant
adverse change" for these purposes, nor do you identify "other major securities markets." The condition is not limited
to changes in the price of particular securities. As currently worded, this condition appears so broad as to potentially render this offer
illusory, in contravention of Regulation 14E. Please revise.

In response to the Commission’s comment,
the Company respectfully refers the Staff to the revised disclosure in the fifth bulleted offer condition.

14. In the fifth bullet point, in item (iii),
quantify what would constitute a "material impairment" in the trading market for debt securities in the United States, for purposes
of this condition.

In response to the Commission’s comment,
the Company respectfully refers the Staff to the revised disclosure in the fifth bulleted offer condition.

15. Refer to the statement in the second-to-last
paragraph of this section that the Company may assert any of the listed offer conditions "at any time, and from time to time..."
This suggests that the Company may wait for a period of time after an offer condition is "triggered" to inform target security
holders of its intentions. Please revise to state that if an offer condition is triggered, the Company will promptly advise whether it
will waive the condition and proceed with the offer, or assert the condition to terminate it.

In response to the Commission’s comment,
the Company respectfully refers the Staff to the revised disclosure in the penultimate paragraph of the “Conditions to the Completion
of the Offer” subsection to state that if any condition is not satisfied, the Company will promptly advise whether it will waive
the condition and proceed with the Offer, or assert the condition which has not satisfied and terminate the Offer.

Incorporation of Documents by Reference, page
33

16. Refer to the first paragraph after the
bullet points on page 33. Schedule TO does not permit "forward incorporation by reference" of documents you may file in future.
Please revise. To the extent you wish to incorporate by reference any documents to be filed in future, you must amend the Schedule TO
to specifically do so.

The Company respectfully notes the Staff’s
comment and refers the Staff to the revised disclosure in the ‘Incorporation of Documents by Reference” section, which excludes
the “forward incorporation by reference” disclosure.

General

17. It appears that the required certification
and signature block for the filers on the Schedule TO have been omitted. Please refile to include.

In response to the Commission’s comment,
the Company refers the Staff to the required certification and signature block for the filers on the Schedule TO in the SCH TO-I/A.

18. Revise the Offer to Exchange generally
to highlight with greater prominence the fact that the Class B Preferred being offered will not be listed on any exchange, unlike the
Common Stock, which is listed on the Nasdaq, and that the Class B Preferred may become subject to the Required Conversion at the election
of the Company.

In response to the Commission’s comment,
the Company advises the Staff that it has revised applicable disclosures throughout SCH TO-I/A to highlight with greater prominence the
fact that the Class B Preferred Stock will not be listed on any exchange, unlike the Common Stock, which is listed on the Nasdaq, and
that the Class B Preferred Stock may become subject to the Required Conversion at the election of the Company.

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19. We note that the Company filed a prospectus
dated September 22, 2024 in connection with an offering of over 28,000,000 new shares of Common Stock, along with several series of warrants.
The current exchange offer for the repurchase of approximately one-third of the outstanding Common Stock commenced on October 4, 2024.
Please indicate when the offering of new common and warrants began and ended (if it has been completed) for purposes of compliance with
Regulation M and additionally, whether the offering of new shares should be integrated with the exchange offer. Provide the same information
for the Common Stock being sold pursuant to the resale prospectus dated September 20, 2024. We are unable to glean this information from
the disclosure on page 17.

In response to the Commission’s comment, the Company respectfully
refers the Staff to revised disclosure on page 17, which indicates that the referenced securities offering of over 28,000,000 new shares
of Common Stock, along with several series of warrants pursuant to the prospectus dated September 22, 2024 commenced on September 22,
2024 and was completed on September 24, 2024. The Company respectfully advises that the current report on Form 8-K disclosing such details
and filed with the Commission on September 25, 2024 is incorporated by reference in the Schedule TO. The offering

October 10, 2024
Graydon Bensler
Chief Executive Officer
Elevai Labs Inc.
120 Newport Center Drive
Newport Beach, CA 92660
Re:Elevai Labs Inc.
Schedule TO-I filed October 4, 2024
SEC File No. 5-94408
Dear Graydon Bensler:
            We have reviewed your filing 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 these comments by providing the requested information or advise us
as soon as possible when you will respond. If you do not believe our comments apply to your
facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Defined terms used here have the same meaning as in your offer materials.
Schedule TO-I filed October 4, 2024
Important Notice, page 1
1.While you are not required to disseminate the offer materials outside the United
States, refusing to accept tenders from any target security holders is contrary to the
all-holders requirements of Rule 13e-4(f)(8)(i). See Section II.G.1 in Release No. 34-
58597 (September 19, 2008) and Rule 13e-4(f)(9)(i). Please revise the language here
stating that you will not accept tenders from certain jurisdictions, or advise. Please
additionally revise similar language that appears on page 34 of the offer to purchase.
Item 10. Financial Statements, page 1
We note that this is an exchange offer for up to 30% of the Company's Common
Stock. In your response letter, please explain how you reached the determination that
financial statements are not required under Item 10 of Schedule TO, including pro
forma financial statements under Item 1010(b) of Regulation M-A. Refer to 2.

October 10, 2024
Page 2
Instruction 2 to Item 10.
What happens if stockholders tender more than 5,000,000 shares of Common Stock?, page 5
3.The heading of this section indicates that the company is offering to exchange up to
5,000,000 shares of Common Stock; however, elsewhere in the offer to purchase, this
figure is 15,000,000. Please revise or advise.
Why is the Company making the Offer?, page 5
4.The reasons listed to explain why the Offer is being conducted do not appear to be
consistent with the fact that Company is offering or very recently offered over
28,000,000 shares of Common Stock and several classes of warrants pursuant to two
registration statements filed in late September 2024. Please revise, addressing the
recent actions by the Company to register for sale twice the number of shares of
Common Stock as what is being sought in this exchange offer, while
contemporaneously seeking to repurchase up to 15,000,000 shares of Common Stock
in this exchange offer. See also our comments below regarding potential issues
associated with the contemporaneous sale of additional Common Stock.
Will the Series B Preferred Stock be freely tradeable?, page 6
5.We note the disclosure here that "upon conversion of the Series B Preferred Stock in
(sic) Common Stock, either by the Company or by the holder... the holder of the
Common Stock shall receive customary registration rights and piggy-back rights,
which include the right to demand registration of their shares with the SEC for public
sale and the right to include their shares in any public offering initiated by the
Company or another shareholder." A cross-reference for this statement refers to
disclosure in the Risk Factors section; however, we are unable to locate any relevant
discussion of piggy-back registration or other rights there. Please advise or revise.
What are the interests of our directors, executive officers and affiliates in the Offer?, page 8
6.The disclosure here indicates that affiliates do not intend to participate in an offer for
30% of the Common. Please revise to discuss that their percentage equity stake in the
Company will rise as a consequence of repurchases in the offer.
Risk Factors, page 9
7.Include a risk factor noting that the Company has the right to redeem all of the Series
B Preferred upon the occurrence of certain future events at the Conversion Ratio
without the approval of the Class B Preferred holders.
Expiration Date; Extensions; Amendments, page 11
8.We note the disclosure here that the Company reserves the right to terminate the offer
in its sole discretion. Reserving the right to terminate at will in an issuer's sole
discretion, without any objective conditions upon which such determination will be
made, implicates illusory offer concerns under Regulation 14E. Please revise.
Right of Withdrawal, page 14
Disclose that shareholders also have the right to withdraw shares not accepted after 9.

October 10, 2024
Page 3
the expiration of 40 business days from the commencement of the offer. See Rule
13e-4(f)(2)(ii).
Conditions to the Completion of the Offer, page 16
10.Refer to the first paragraph of this section. While you state that all offer conditions
must be satisfied on or before the Expiration Date, the reference in the same sentence
to "at any time prior to acceptance for exchange of the shares of Common Stock"
contradicts this language. Please revise the disclosure in quotes to correctly identify
the Expiration Date as the reference point for waiver or satisfaction of all offer
conditions.
11.Refer to our comments above. While a tender offer can be conditioned on any number
of objective conditions, reserving the right to terminate the offer at will for any reason
raises illusory offer concerns, in contravention of the provisions of Regulation 14E.
Please revise the following statement in the second-to-last paragraph of this
section: "In addition, the Company may terminate the Offer if any condition is not
satisfied or waived on or before the Expiration Date  or for any other reason if we so
elect" (emphasis added). Additionally, revise the last sentence of the lead-in paragraph
to this section, where similar language appears.
12.In the fifth bulleted offer condition, explain what is meant by a "limitation on prices
for" securities in the United States, or delete.
13.Refer to the offer condition listed in item (ii) in the fifth bullet point. This condition
could be triggered by "any significant adverse change in the price of securities
generally in the United States or other major securities markets." You do not quantify
what would constitute a "significant adverse change" for these purposes, nor do you
identify "other major securities markets." The condition is not limited to changes in
the price of particular securities. As currently worded, this condition appears so broad
as to potentially render this offer illusory, in contravention of Regulation 14E. Please
revise.
14.In the fifth bullet point, in item (iii), quantify what would constitute a "material
impairment" in the trading market for debt securities in the United States, for purposes
of this condition.
15.Refer to the statement in the second-to-last paragraph of this section that the Company
may assert any of the listed offer conditions "at any time, and from time to time..."
This suggests that the Company may wait for a period of time after an offer condition
is "triggered" to inform target security holders of its intentions. Please revise to state
that if an offer condition is triggered, the Company will promptly advise whether it
will waive the condition and proceed with the offer, or assert the condition to
terminate it.
Incorporation of Documents by Reference, page 33
16.Refer to the first paragraph after the bullet points on page 33. Schedule TO does not
permit "forward incorporation by reference" of documents you may file in future.
Please revise. To the extent you wish to incorporate by reference any documents to be
filed in future, you must amend the Schedule TO to specifically do so.

October 10, 2024
Page 4
General
17.It appears that the required certification and signature block for the filers on the
Schedule TO have been omitted. Please refile to include.
18.Revise the Offer to Exchange generally to highlight with greater prominence the fact
that the Class B Preferred being offered will not be listed on any exchange, unlike the
Common Stock, which is listed on the Nasdaq, and that the Class B Preferred may
become subject to the Required Conversion at the election of the Company.
19.We note that the Company filed a prospectus dated September 22, 2024 in connection
with an offering of over 28,000,000 new shares of Common Stock, along with several
series of warrants. The current exchange offer for the repurchase of approximately
one-third of the outstanding Common Stock commenced on October 4, 2024. Please
indicate when the offering of new common and warrants began and ended (if it has
been completed) for purposes of compliance with Regulation M and additionally,
whether the offering of new shares should be integrated with the exchange offer.
Provide the same information for the Common Stock being sold pursuant to the resale
prospectus dated September 20, 2024. We are unable to glean this information from
the disclosure on page 17.
20.Revise generally, including in a new Risk Factor section, to discuss the implications
for target security holders of the fact that you are selling or recently sold a very
significant number of new shares of Common Stock (including shares underlying
recently-issued warrants). See also our comment above regarding the need to address
this in discussing the purpose of this exchange offer.
21.Given the nature and extent of these comments, it may be necessary to file and
disseminate revised materials, in the same manner as you disseminated the original
offer to purchase. Please confirm your understanding in your response letter.
            We remind you that the filing persons are responsible for the accuracy and adequacy
of their disclosures, notwithstanding any review, comments, action or absence of action by
the staff.
            Please direct any questions to Christina Chalk at 202-551-3263.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions
cc:Ross D. Carmel, Esq.

CORRESP
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September 18, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street N.E.

Washington, D.C. 20549

RE:  Elevai Labs Inc.

    Registration Statement on Form S-1

    Registration No. 333- 281987

Ladies and Gentlemen:

Pursuant to Rule 461 under the
Securities Act of 1933 (the “Securities Act”), Elevai Labs Inc. (the “Registrant”) hereby requests that the effective
date for the above-referenced registration statement (the “Registration Statement”) be accelerated so that it will become
effective at 4:30 p.m. (Eastern Time) on September 20, 2024, or as soon as practicable thereafter. In making this acceleration request
the Registrant acknowledges that it is aware of its responsibilities under the Securities Act.

It would be appreciated if, as
soon as the Registration Statement is declared effective, you would so inform our counsel, Sichenzia Ross Ference Carmel LLP by calling
Ross Carmel at 646-838-1310. We appreciate your assistance in this matter.

    Very truly yours,

    Elevai Labs Inc.

    By:
    /s/ Graydon Bensler

    Name: Graydon Bensler

    Title: Chief Executive Officer

CORRESP
1
filename1.htm

September 18, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street N.E.

Washington, D.C. 20549

RE:  Elevai Labs Inc.

    Registration Statement on Form S-1 (Registration
                                            No. 333- 281987)

    Concurrence in Acceleration Request

Ladies and Gentlemen:

Univest Securities, LLC (“Univest”)
acting solely as placement agent on a best-efforts basis in an offering pursuant to the Registration Statement on Form S-1 (Registration
No. 333- 281987) (the “Registration Statement”), hereby concurs in the request by Elevai Labs Inc. that the effective date
of the above-referenced Registration Statement be accelerated to 4:30 p.m. (Eastern Time), or as soon as practicable thereafter on September
20, 2024, pursuant to Rule 461 of the Securities Act of 1933 (the “Securities Act”). Univest affirms that it is aware of its
obligations under the Securities Act as they pertain to the best efforts offering pursuant to the Registration Statement.

    Very truly yours,

    Univest Securities, LLC

    By:
    /s/ Edric Yi Guo

    Name: Edric Yi Guo

    Title: Chief Executive Officer

CORRESP
1
filename1.htm

September 6, 2024

Via EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, N.E.

Washington, D.C. 20549

    Attn:
    Mr. Campbell / Ms. Hayes

    Re:
    Elevai Labs Inc.

    Draft Registration Statement on Form S-1 Submitted August 16, 2024

    CIK No. 0001840563

Dear Mr. Campbell and Ms. Hayes:

On behalf of Elevai Labs Inc. (the “Company”),
we have set forth below responses to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the
“SEC”) contained in its letter of August 22, 2024 with respect to the Company’s Draft Registration Statement on Form
S-1 (the “DRS”) 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 the Registration Statement on Form S-1 (the “Form S-1”) filed concurrently
with the submission of this letter in response to the Staff’s comments.

Draft Registration Statement on Form S-1 filed
August 16, 2024

Cover Page

1. Please revise the prospectus cover page
to disclose the termination date of the offering. See Item 501(b)(8)(iii) of Regulation S-K.

Please be advised that the Company has revised
the applicable item as requested.

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 at 646-838-1310.

    Sincerely,

    /s/ Ross Carmel

    Ross Carmel, Esq.

    Sichenzia Ross Ference Carmel LLP

1185
AVENUE OF THE AMERICAS | 31ST FLOOR | NEW YORK, NY | 10036

T (212) 930-9700 | F (212) 930-9725 | WWW.SRFC.LAW

August 22, 2024
Graydon Bensler
Chief Executive Officer and Chief Financial Officer
Elevai Labs Inc.
120 Newport Center Drive, Ste. 250
Newport Beach, CA 92660
Re:Elevai Labs Inc.
Draft Registration Statement on Form S-1
Submitted August 16, 2024
CIK No. 0001840563
Dear Graydon Bensler:
            We have conducted a limited review of your draft registration statement and have the
following comment.
            Please respond to this letter by providing any requested information and by publicly filing
your registration statement and non-public draft submission on EDGAR. If you do not believe
our comment applies to your facts and circumstances or do not believe an amendment is
appropriate, please tell us why in your response.
            After reviewing the information you provide in response to this letter and your filed
registration statement, we may have additional comments.
Draft Registration Statement on Form S-1
Cover Page
1.Please revise the prospectus cover page to disclose the termination date of the offering.
See Item 501(b)(8)(iii) 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.
            We also remind you that your registration statement must be on file no later than 48 hours
prior to the requested effective date and time. Refer to Rules 460 and 461 regarding requests for
acceleration. Please allow adequate time for us to review any amendment prior to the requested
effective date of the registration statement.

August 22, 2024
Page 2
            Please contact Alan Campbell at 202-551-4224 or Suzanne Hayes at 202-551-3675 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

CORRESP
1
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ELEVAI LABS, INC.

November 9, 2023

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street, NE

Washington, D.C., 20549

Attn: Mr. Tyler Howes

    Re:
    ELEVAI LABS, INC.

Registration Statement on Form S-1, as
amended (File No. 333- 274755)

Request for Acceleration of Effectiveness

Ladies and Gentlemen:

In accordance with Rule 461 of the General
Rules and Regulations under the Securities Act of 1933, as amended, ELEVAI LABS, INC. hereby requests an acceleration of the effectiveness
of the above-referenced Registration Statement on Form S-1, as amended, so that such Registration Statement will become effective at 4:30
p.m., Eastern Time, on November 13, 2023, or as soon thereafter as practicable.

The Company understands that the Commission will
consider this request for acceleration of the effective date of the Registration Statement as a confirmation of the fact that the Company
is aware of its responsibilities under the Securities Act as they relate to the proposed public offering of the securities specified in
the Registration Statement.

    Very truly yours,

    ELEVAI LABS, INC.

    By:
    /s/ Jordan R. Plews

    Name:
    Jordan R. Plews

    Title:
    Chief Executive Officer, President and Director

CORRESP
1
filename1.htm

VIA EDGAR

November 9, 2023

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, NE

Washington, D.C. 20549

Attn: Mr. Tyler Howes

    Re:
    Elevai Labs, Inc.

    File No. 333-274755

    Registration Statement on Form S-1, as amended

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and
Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”),
Univest Securities, LLC, acting as representative of the underwriters, hereby joins Elevai Labs, Inc. in requesting acceleration of the
effective date of the above-referenced Registration Statement so that it will become effective on November 13, 2023, at 4:30 p.m. Eastern
Time, or as soon thereafter as practicable.

Pursuant to Rule 460 under the Securities Act,
we wish to advise you that we have distributed as many copies of the Preliminary Prospectus dated September 29, 2023, to selected dealers,
institutions and others as appears to be reasonable to secure adequate distribution of the Preliminary Prospectus.

The undersigned confirms that it has complied
and will continue to comply with, and it has been informed or will be informed by participating dealers that it has complied or will comply
with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in connection with the above-referenced issue.

    Very truly yours,

    Univest Securities, LLC

    By:
    /s/ Edric Guo

    Name:
    Edric Guo

    Title:
    CEO

United States securities and exchange commission logo
August 1, 2023
Jordan Plews, Ph. D.
Chief Executive Officer
Elevai Labs Inc.
120 Newport Center Drive, Ste. 250
Newport Beach, CA 92660
Re:Elevai Labs Inc.
Amendment No. 2 to Draft Registration Statement on Form S-1
Submitted July 25, 2023
CIK No. 0001840563
Dear Jordan Plews:
            We have reviewed your amended draft registration statement and have the following
comment.  In our comment, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by 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 comment applies to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to this comment and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 2 to Draft Registration Statement on Form S-1 Submitted July 25, 2023
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations, page 91
1.We note you have included a discussion of your results of operations for the three months
ended March 31, 2023 compared to the three months ended March 31, 2022.  However, it
appears you have not included the discussion of your results of operations for the fiscal
year ended December 31, 2022 compared to the fiscal year ended December 31, 2021 in
this amendment.  Please advise.

 FirstName LastNameJordan Plews, Ph. D.
 Comapany NameElevai Labs Inc.
 August 1, 2023 Page 2
 FirstName LastName
Jordan Plews, Ph. D.
Elevai Labs Inc.
August 1, 2023
Page 2
            You may contact Tracie Mariner at 202-551-3744 or Daniel Gordon at 202-551-3486 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Tyler Howes at 202-551-3370 or Joe McCann at 202-551-6262 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Tim Dockery, Esq.

United States securities and exchange commission logo
July 14, 2023
Jordan Plews, Ph. D.
Chief Executive Officer
Elevai Labs Inc.
120 Newport Center Drive, Ste. 250
Newport Beach, CA 92660
Re:Elevai Labs Inc.
Amendment No. 1 to Draft Registration Statement on Form S-1
Submitted June 14, 2023
CIK No. 0001840563
Dear Jordan Plews:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 1 to Draft Registration Statement on Form S-1
Prospectus Summary
The Company, page 2
1.We note your response to prior comment 5 and the addition of the Glossary. Please briefly
explain the terms “exosome” and “hUMSC” at first use on page 2.
Channel Expansion..., page 8
2.We note your response to prior comment 12.  However, we do not note any revised
disclosure specifying the planned timing for prospective expansions relating to your
production capacity and laboratory space.  Please revise or advise.

 FirstName LastNameJordan Plews, Ph. D.
 Comapany NameElevai Labs Inc.
 July 14, 2023 Page 2
 FirstName LastName
Jordan Plews, Ph. D.
Elevai Labs Inc.
July 14, 2023
Page 2
Business
Manufacturing, page 76
3.We note your response to prior comment 20.  We also note that you continue to assert that
you utilize "superior" hUMSCs on page 62 and that you source "high quality" hUMSCs
on page 78.  Please provide your basis for these statements or remove them, as
contemplated in your response.
Exhibits
4.Please file the distribution agreements with Refine USA, LLC and DermapenWorld Inc.
as exhibits to your registration statement or tell us your basis for not filing them.  Refer to
Item 601(b)(10) of Regulation S-K for guidance.
            You may contact Tracie Mariner at 202-551-3744 or Daniel Gordon at 202-551-3486 if
you have questions regarding comments on the financial statements and related matters. Please
contact Tyler Howes at 202-551-3370 or Joe McCann at 202-551-6262 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Tim Dockery, Esq.

United States securities and exchange commission logo
March 15, 2023
Jordan Plews, Ph. D.
Chief Executive Officer
Elevai Labs Inc.
120 Newport Center Drive, Ste. 250
Newport Beach, CA 92660
Re:Elevai Labs Inc.
Draft Registration Statement on Form S-1
Submitted February 14, 2023
CIK No. 0001840563
Dear Jordan Plews:
            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 February 14, 2023
Forward-Looking Statements, page ii
1.We note that Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934 do not apply to initial public offerings.  Accordingly, please revise
to remove your reference to these provisions.
Current Products and Products in Development, page 2
2.With reference to your disclosure at the bottom of page 92, please revise to balance the
Summary disclosure by explaining that commercialization began in 2022.

 FirstName LastNameJordan Plews, Ph. D.
 Comapany NameElevai Labs Inc.
 March 15, 2023 Page 2
 FirstName LastName
Jordan Plews, Ph. D.
Elevai Labs Inc.
March 15, 2023
Page 2
3.We note your disclosure that you identify your manufacturing process as “Precision
Regenerative Exosome Technology™.”  Accordingly, please revise to highlight the
disclosure on page 89 that your products are not regenerative medicines that are intended
to treat any disease or condition.
Market, Industry and Other Research-Based Data, page 2
4.Please revise the first paragraph under the heading and in the Competition disclosure on
page 3 to clarify how the two sales channels differ.
The Company, page 2
5.Please define scientific or technical terms at first use in the Summary. For example only,
please briefly explain the terms “exosome”; “hUMSC”; "hyperpigmentation" and
"Conditioned Media."
6.Please clarify the basis on which your products are “preeminent.”
Our Next Generation Technology and Early Results, page 3
7.We refer to the last sentence in this section.  Please revise to explain, if true, that you
would need to conduct clinical trials and receive FDA approval for a drug product that
treats chronic skin conditions. With reference to the disclosure on page 33, also disclose
that there are no FDA approved medical products utilizing exosomes.
Our Product Quality..., page 3
8.Explain the term “favorable pricing” to clarify your strategy and position in the
marketplace.
Established Partnerships..., page 4
9.Please reconcile your disclosure on page 4 that you have entered international markets
with your disclosure on page 8 which indicates that your current sales and distribution are
limited to the United States.
Out Products Ease of Use..., page 4
10.We note product performance claims in this section and elsewhere in the Summary.  To
the extent that you highlight product performance, please revise to provide context and
balance by also highlighting the following:
•The success of results are highly subjective (page 30).
•You have yet to complete clinical testing to demonstrate support for any performance
claims;
•Statements regarding our topical cosmetic and exosome-containing serums have not
been reviewed or approved by the FDA (page 65).
Also, tell us the basis for your statements that your products are “science backed.”

 FirstName LastNameJordan Plews, Ph. D.
 Comapany NameElevai Labs Inc.
 March 15, 2023 Page 3
 FirstName LastNameJordan Plews, Ph. D.
Elevai Labs Inc.
March 15, 2023
Page 3
Our Well Recognized and Award-winning Team, page 5
11.Your disclosure in the section is two-pages in length and is identical to similarly titled
disclosure within your Business section.  Please revise to summarize or remove the
section from the Summary.
Channel Expansion..., page 7
12.We note your disclosure indicating that you intend to expand your production. We further
note your disclosure on page 85 indicating the sufficiency of your existing facilities for
the next 12 months.  Accordingly, please revise to disclose here or elsewhere, as
appropriate, the planned timing for expansion and, if applicable, whether you will require
material funding in the near term to pay for any such work.
13.Please revise to explain the term “white label.”
Our Technology and Research, page 7
14.We note your disclosure that the exosomes in your products have the ability to enhance
the appearance of many skin types.  Please revise to clarify which skin types can be
enhanced and/or which skin types cannot be enhanced by your products.
Summary Risk Factors, page 10
15.We note that your summary risk factors are five pages in length.  Please limit your
summary risk factors to no more than two pages that summarize the principal factors that
make an investment in the registrant or offering speculative or risky.  Refer
to Item 105(b) of Regulation S-K for guidance.
Our brand and reputation may be diminished due to real or perceived quality, safety, efficacy or
environmental impact issues..., page 25
16.We note your disclosures here, on page 30 and elsewhere in the prospectus discussing the
“efficacy” and “effectiveness” of your products. We note that these are terms of art with
specialized meaning in the context of FDA’s regulation of drugs and biologics.
Accordingly, please revise your disclosures to ensure that you provide sufficient context
when using these terms so that it is clear whether you are referring to the aesthetic results
of your cosmetic products or instead to claims involving the treatment of medical
conditions.  Similarly, provide context so that it is clear whether the “clinical” work you
reference throughout the prospectus relates to efforts to build evidence that your cosmetic
products demonstrate aesthetic improvement or instead relates to your efforts to develop
drug/biologic products.
Business
Corporate History and Structure, page 60
17.Please revise to discuss briefly the material terms of the asset purchase agreement entered

 FirstName LastNameJordan Plews, Ph. D.
 Comapany NameElevai Labs Inc.
 March 15, 2023 Page 4
 FirstName LastNameJordan Plews, Ph. D.
Elevai Labs Inc.
March 15, 2023
Page 4
with Reactive Medical Labs in June of 2021.  Please also file this agreement as an exhibit
to your registration statement.
Research and Development, page 75
18.We note your statement on page 76 that you have also "developed" applications of your
products for use in hair.  Disclosure on page 3, and elsewhere, indicates this indication is
still currently being developed.  Please reconcile your disclosure or advise.
19.Please revise the last paragraph on page 76 to clarify whether the case study is complete.
Also, revise your disclosure in this section concerning development status to reflect your
disclosure on page 69 which indicates that your clinical development of Efinity 2.0 is
currently on hold.
Manufacturing, page 78
20.Your disclosure at the top of page 80 indicates that you use multiple suppliers to source
high quality hUMSCs. Please reconcile this disclosure with your disclosure on page 36
that you rely on a single supplier. Also, explain the basis for your disclosures on pages 65
and 80 concerning the quality/superiority of the hUMSCs you procure.  Also reconcile
your disclosure on page 80 that you use multiple cords with your  disclosure on page 2
that your proprietary process yields exosome lots from a single hUMSC supply.
Intellectual Property
Patents, page 83
21.Please disclose the type of patent protection, ownership status and applicable expiration
dates for each material patent or patent application discussed in this section.  Please also
discuss what a provisional patent application is and what rights flow from this type of
application.
Management
Our Executive Officers and Directors, page 98
22.For each director, please briefly discuss the specific experience, qualifications, attributes
or skills that led to the conclusion that the person should serve as a director.  Refer
to Item 401(e)(1) of Regulation S-K for guidance.
Preferred Stock, page 114
23.With reference to your risk factor disclosure on page 48, please revise to discuss the
enhanced voting rights held by one of more series of the preferred stock.
Financial Statements, page F-1
24.Please update the financial information included in your filing in accordance with Rule 8-
08 of Regulation S-X.

 FirstName LastNameJordan Plews, Ph. D.
 Comapany NameElevai Labs Inc.
 March 15, 2023 Page 5
 FirstName LastName
Jordan Plews, Ph. D.
Elevai Labs Inc.
March 15, 2023
Page 5
Consolidated Statements of Income and Comprehensive Loss, page F-5
25.Please revise future filings to remove the stock-based compensation line item from the
face of your statements of operations and, instead, reflect the amounts in the appropriate
captions of the statements.  As indicated in SAB Topic 14-F, you may present the related
stock-based compensation expenses in a parenthetical note to the appropriate income
statement line items.  That guidance also indicates that you may present the information in
the notes to the financial statements or within MD&A.
Exhibits
26.In your next amendment, please identity each of the Material Agreements that will be filed
with the registration statement.
General
27.Please supplementally provide us with copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf,
present to potential investors in reliance on Section 5(d) of the Securities Act, whether or
not they retain copies of the communications.
            You may contact Tracie Mariner at 202-551-3744 or Daniel Gordon at 202-551-3486 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Tyler Howes at 202-551-3370 or Joe McCann at 202-551-6262 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Tim Dockery, Esq.