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                                                            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

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
 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

9.     Disclose that shareholders also have the right to withdraw shares not
accepted after
 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.
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