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                              August 31, 2022

       Henry Albrecht
       Chief Executive Officer
       Limeade, Inc.
       10885 NE 4th Street Suite #400
       Bellevue, WA 98004

                                                        Re: Limeade, Inc.
                                                            Registration
Statement on Form 10-12G
                                                            Filed August 4,
2022
                                                            File No. 000-56464

       Dear Mr. Albrecht:

              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 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 our
       comments apply to your facts and circumstances, please tell us why in
your response.

            After reviewing your response and any amendment you may file in
response to these
       comments, we may have additional comments.

       Registration Statement on Form 10-12G filed August 4, 2022

       Item 1A. Risk Factors
       Our failure to timely file this registration statement could result in
an SEC enforcement
       proceeding..., page 27

   1.                                                   Please tell us, with a
view towards revised disclosure, why you did not timely file
                                                        your registration
statement.
       Item 2. Financial Information
       Management's Discussion and Analysis of Financial Condition and Results
of Operations
       Overview, page 31

   2.                                                   Please disclose the
basis for your statement that the company is a    leading provider of
                                                        cloud-based employee
experience software solutions.
 Henry Albrecht
Limeade, Inc.
August 31, 2022
Page 2
3.       We note that you quantified CARR as of March 31, 2022 and December 31,
2021.
         To provide context to this disclosure, please revise to also quantify
the prior annual and
         interim period amounts.
4.       You disclose that as of March 31, 2022, you had almost 1,000
customers. We further note
         references to customers with 5,000 or more employees and customers
with 500-5,000
         employees throughout the filing. Please revise to disclose the actual
number of customers
         as of the end of each period presented in the filing. Also,
considering your emphasis on
         acquiring customers with 5,000 or more employees and customers with
500-5,000
         employees, revise to disclose the numbers of such customers for the
periods presented, as
         well as the percent of your total revenue derived from these customer
groups to add
         context to these metrics.
Impact of COVID-19, page 32

5.       Please update your disclosure in this section and in your risk factors
to discuss the impact
         that COVID-19 has had on your business, including on your results of
operations and
         revenue. Refer to CF Disclosure Guidance: Topic Nos. 9 and 9A for
additional guidance.
Item 4. Security Ownership of Certain Beneficial Owners and Management, page 43

6.       Please disclose the natural person or persons who directly or
indirectly exercise sole or
         shared voting or investment control over the shares held by your 5%
stockholders. Refer
         to Item 403 of Regulation S-K.
Consolidated Financial Statements
Note 2 - Significant Accounting Policies
Revenue Recognition
Remaining Performance Obligations, page F-11

7.       You disclose that you exclude amounts related to usage-based contracts
from remaining
         performance obligations. To the extent that usage-based arrangements
are material, please
         revise to provide your revenue recognition policy for such
arrangements.
8.     You disclose that your remaining performance obligations include
deferred revenue and
       amounts that will be invoiced and recognized as revenues in future
periods. We also note
       your disclosure on page 32 that your subscription agreements typically
have a three year
       contract term. Please revise to disclose the aggregate amount of
transaction price
FirstName LastNameHenry Albrecht
       allocated to the remaining performance obligations that are unsatisfied
as of the end of the
Comapany    NameLimeade,
       reporting period andInc.
                            an explanation of when you expect to recognize
revenue from
Augustthose  remaining
        31, 2022  Page 2performance obligations. Refer to ASC 606-10-50-13(a).
FirstName LastName
 Henry Albrecht
FirstName LastNameHenry Albrecht
Limeade, Inc.
Comapany
August 31, NameLimeade,
           2022         Inc.
August
Page 3 31, 2022 Page 3
FirstName LastName
Other Revenue, page F-11

9.       You disclose that other revenue includes implementation fees for
subscription software
         and related programs. However, you also disclose that implementation
services are not
         capable of being distinct from your subscription service and are
therefore combined as a
         single performance obligation. Please reconcile these disclosures for
us.
Note 4 - Balance Sheet Components, page F-15

10.      We note that you have amounts recorded in "prepaid gift cards" and
"accrued gift card
         liability." Please revise to describe the terms of the gift cards,
including whether the gift
         cards are redeemable for cash. Also, revise to disclose how you
account for gift cards
         including gift card breakage.
        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.

        You may contact Dave Edgar, Senior Staff Accountant, at (202) 551-3459
or Christine
Dietz, Senior Staff Accountant, at (202) 551-3408 if you have questions
regarding comments on
the financial statements and related matters. Please contact Alexandra Barone,
Staff Attorney, at
(202) 551-8816 or Matthew Crispino, Staff Attorney, at (202) 551-3456 with any
other
questions.



                                                                Sincerely,

                                                                Division of
Corporation Finance
                                                                Office of
Technology