February 1, 2023
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
| Re: | Xponential Fitness, Inc. Registration Statement on Form S-3 Registration No. 333-269336 | |
| Acceleration Request | ||
| Requested Date: February 3, 2023 Requested Time: 4:00 P.M. Eastern Time, or as soon as thereafter as practicable | ||
Ladies and Gentlemen,
Pursuant to Rule 461 under the Securities Act of 1933, as amended, Xponential Fitness, Inc. (the “Company”) hereby requests that the above-referenced Registration Statement on Form S-3 (File No. 333-269336) (the “Registration Statement”) be declared effective at the “Requested Date” and “Requested Time” set forth above, or at such later time as the Company or its counsel, Davis Polk & Wardwell LLP, may orally request via telephone call to the staff of the U.S. Securities and Exchange Commission. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Davis Polk & Wardwell LLP, by calling Alan F. Denenberg at (650) 752-2004.
Please direct any questions or comments regarding this acceleration request to Alan F. Denenberg at (650) 752-2004.
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