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                                                             June 20, 2025

Robert D   Loren
Chief Executive Officer
XCel Brands, Inc.
550 Seventh Ave, 11th Floor
New York, NY 10018

       Re: XCel Brands, Inc.
           Draft Registration Statement on Form S-1
           Submitted June 6, 2025
           CIK No. 0001083220
Dear Robert D   Loren:

       We have conducted a limited review of your draft registration statement
and have the
following comments.

        Please respond to this letter by providing any requested information
and by publicly
filing your registration statement and non-public draft submission on EDGAR. If
you do not
believe a comment applies to your facts and circumstances or do not believe an
amendment is
appropriate, please tell us why in your response.

        After reviewing the information you provide in response to this letter
and your filed
registration statement, we may have additional comments.

Draft Registration Statement on Form S-1
Cover Page

1.     Please revise the cover page to explain the method by which the price is
to be
       determined. Refer to Instruction 2 to Item 501(b)(3) of Regulation S-K
for
       guidance. To the extent that the price will be set at a significant
discount to
       the current market price, as referenced in your risk factors, please
also revise the cover
       page to highlight the size of the discount and the attendant risks to
shareholders.
Exhibit Index, page 51

2.     Please file the Form of Pre-Funded Warrant, Engagement Agreement with
Maxim
       Group LLC, and legal opinion as exhibits. Refer to Item 601 of
Regulation S-K.
 June 20, 2025
Page 2

General

3.     If you are eligible and elect to incorporate by reference per Item 12 of
Form S-1,
       please specifically incorporate by reference all documents required to
be incorporated
       by Item 12, including Item 12(a)(2).
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

       We also remind you that your registration statement must be on file at
least two
business days 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.

       Please contact Pearlyne Paulemon at 202-551-8714 or Jeffrey Gabor at
202-551-2544
with any other questions.



                                                            Sincerely,

                                                            Division of
Corporation Finance
                                                            Office of Real
Estate & Construction
cc:   Brad L. Shiffman
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