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                         June 21, 2021

       Anthony Geisler
       Chief Executive Officer
       Xponential Fitness, Inc.
       17877 Von Karman Ave, Suite 100
       Irvine, CA 92614

                                                        Re: Xponential Fitness,
Inc.
                                                            Amendment No. 3 to
Draft Registration Statement on Form S-1
                                                            Submitted June 3,
2021
                                                            CIK 0001802156

       Dear Mr. Geisler:

             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. 3 to Draft Registration Statement on Form S-1 Submitted
June 3, 2021

       Prospectus Summary
       Our Industry
       Highly Attractive Boutique Fitness Consumer, page 7

   1.                                                   We note your response
to our prior comment 4, and that the International Health,
                                                        Racquet & Sportsclub
Association (   IHRSA   ), The Global Health & Fitness Association,
                                                        provided the estimates
and related statistics that are referenced on page 7 of your
                                                        prospectus in its 2020
IHRSA Health Club Consumer report. Please revise here and
                                                        throughout your
prospectus to indicate that the 2020 IHRSA Health Club Consumer
                                                        report is the source
upon which the company provides these and other such
                                                        estimates/statistics,
unless the source has otherwise been provided.
 Anthony Geisler
Xponential Fitness, Inc.
June 21, 2021
Page 2
Use of Proceeds, page 76

2.     You disclose on page 107 that your credit agreement with Wilmington
Trust, National
       Association contains mandatory prepayments of the term loan with "up to
$60 million of
       net proceeds in connection with an initial public offering of at least
$200 million, subject
       to certain exceptions." Please revise the discussion of your use of
proceeds to disclose
       that you may be required to use up to $60 million of the net proceeds
from the offering to
       make such mandatory prepayments or tell us why this disclosure is not
required. See
       Instruction 4 to Item 504 of Regulation S-K.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
The COVID-19 Pandemic, page 89

3.     We note your response to our prior comment 7, and re-issue our comment
in part. To
       provide context for investors related to your slower rate of licenses
sold, please amend
       your disclosure in the prospectus summary section on page 10 and
business section on
       page 127 to acknowledge as much. In this regard, we note that you sold
923 new licenses
       in 2019 and only 264 new licenses in 2020, reflecting lower sales as a
result of the
       COVID-19 pandemic.
Exhibits

4.     Please file your Financing Agreement with Wilmington Trust, National
Association as an
       exhibit. Refer to Item 601(b)(10) of Regulation S-K.
       Please contact Nicholas Lamparski at 202-551-4695 or Mara Ransom at
202-551-3264
with any other questions.



                                                             Sincerely,
FirstName LastNameAnthony Geisler
                                                             Division of
Corporation Finance
Comapany NameXponential Fitness, Inc.
                                                             Office of Trade &
Services
June 21, 2021 Page 2
cc:       Alan F. Denenberg
FirstName LastName