August 27, 2024

John Meloun
Chief Financial Officer
Xponential Fitness, Inc.
17877 Von Karman Ave, Suite 100
Irvine, CA 92614

       Re: Xponential Fitness, Inc.
           Form 10-K for Fiscal Year Ended December 31, 2023
           Form 10-Q for Fiscal Quarter Ended June 30, 2024
           File No. 001-40638
Dear John Meloun:

       We have reviewed your July 22, 2024 response to our comment letter and
have the
following comment(s).

       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. Unless we
note otherwise, any references to prior comments are to comments in our April
23, 2024 letter.

Form 10-Q for the Fiscal Quarter Ended June 30, 2024
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Key Performance Indicators, page 35

1.     In the tables for "Studios contributing to AUV" and "Studios
contributing to same store
       sales," please clarify for us and in your disclosures whether studios
you consider to have
       temporary suspension of operations are included in these tables and are
included in
       computing the respective dollar amounts for "AUV (LTM as of period
end)," "Quarterly
       AUV (run rate)," and "Same store sales." If they are not included,
explain to us and
       disclose the rationale for their exclusion.
 August 27, 2024
Page 2
2.      In your description of "Studios No Longer Operating" on page 38 you
state when a studio
        deemed to be no longer operating subsequently generates sales at a
future date it re-enters
        the operating studio count (and the number of studios no longer
operating is reduced).
        Please clarify for us and disclose whether the effect of these studios
are included in the
        computation of "AUV (LTM as of period end)," "Quarterly AUV (run
rate)," and "Same
        store sales." If they are not included, explain to us and disclose the
rationale for their
        exclusion.
Response Letter Dated July 22, 2024
Other

3.      Refer to your response to comment 1. For clarity, please disclose you
consider studios no
        longer operating to be permanently closed.
4.      In your your response to comment 1 it appears you equate studios with
lack of revenue for
        less than nine months as a "temporary suspension of operations." In
your response to prior
        comment 2 you state these studios remain in the operating category. You
also state in the
        response to prior comment 2 the number of studios not generating
revenue for a period of
        less than nine consecutive months that were included in the number of
        opened/operated/operating at the end of each period presented generally
represents less
        than 5% of all opened/operated/operating studios reported for each
period. To give further
        clarity to investors of your studio counts, please state that the
reported amounts for studios
        operated at beginning/end of periods wherever presented include studios
considered by
        you to be temporarily suspended and indicate the number of these
studios included.
5.      Please disclose your definition of what you consider to be studios with
suspended
        operations. Also, state in the definition of "Number of Studios
Operating" that these
        studios include studios you consider to have temporary suspension of
operations.
6.      Refer to your response to comment 2. Please clarify for us and disclose
whether studios
        with suspended operations of less than nine months are deemed as no
longer operating
        immediately upon determination by a franchisee or you to no longer
operate the studio or
        if you wait nine months before deeming the studio as no longer
operating.
7.      Refer to your response to prior comment 4. You state you define an
operating studio as
        one holding at least one class in a month and generating some amount of
revenue during
        the reported period. You also state you will not treat a studio as
operational without
        sufficient evidence of an ongoing or new business with memberships and
regular
        classes. It is not clear from these statements how a studio generating
sporadic, nominal
        and/or inconsistent revenue for a period is characterized in the studio
count tables in your
        filings. Please clarify and reconcile these two statements for us and
clarify the relevant
        tabular presentations and studio definitions in your filing as
appropriate.
Response Letter Dated March 14, 2024
Other

8.      Refer to your response to comment 3. Please file the amendments to the
Form 10-K for
        the Fiscal Year Ended December 31, 2022 and Form 10-Q for the Fiscal
Quarter Ended
        March 31, 2023 noted in your response for the indicated certifications
for the purposes
        specified in the comment.
 August 27, 2024
Page 3

       Please contact Aamira Chaudhry at 202-551-3389 or Doug Jones at
202-551-3309 if you
have questions regarding comments on the financial statements and related
matters.



                                                        Sincerely,

                                                        Division of Corporation
Finance
                                                        Office of Trade &
Services