March 12, 2020

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

       Re: Xponential Fitness, Inc.
           Draft Registration Statement on Form S-1
           Submitted February 13, 2020
           CIK 0001802156

Dear Mr. Meloun:

       We have reviewed your 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.

Draft Registration Statement on Form S-1

Prospectus Summary, page 3

1.     We note your statement that "[b]ased on our internal and third-party
analyses, we estimate
       that we have the opportunity to increase our franchised studio base to
more than
       _____ additional studios in the United States alone." Please give
additional context for
       this statement so that readers can appreciate by when you would achieve
this estimation
       and the resources you would need in order to do so.
Our Competitive Strengths, page 5

2.     We note your statement on page 6 that your members ". . . spent in
excess of $___ in
       [y]our franchised studios." Clarify the nature of the revenues you are
referring to when
 John Meloun
Xponential Fitness, Inc.
March 12, 2020
Page 2
         you refer to your consumer's spend rate.
Summary Consolidated Financial and Other Data, page 20

3.       Please disclose the amounts payable under settlement agreements in
note (3) on page 21
         and where the obligations are classified in the consolidated balance
sheet. Please
         similarly revise the disclosure in note (2) on page 77.
Risk Factors
The number of new studios that actually open in the future may differ
materially from the
number of studio licenses sold . . ., page 25

4.       We note you disclose that "[h]istorically, a portion of [y]our
licenses sold have not
         ultimately resulted in new studios." Please provide context for the
disclosure by
         quantifying the portion of your licenses sold that have not ultimately
resulted in new
         studios. In this regard, throughout your prospectus, you make
reference to the number of
         studios your franchisees are contractually obligated to open, however,
it is not clear to
         what extent your franchisees fulfill such obligations or not. Please
revise your disclosure,
         here or on page 113, where you discuss your Franchise Agreements.
We are controlled by the Pre-IPO LLC Members whose interests in our business
may be
different than yours., page 51

5.       We note your disclosure that following completion of the offering you
will be controlled
         by the Pre-IPO LLC Members. Please revise your risk factor to discuss
the associated
         risks to investors, such as their inability to elect board members or
approve corporate
         actions.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Overview
Key Performance Indicators, page 81

6.       Since system-wide sales include sales by franchisees that are not your
revenues, please
         provide disclosure that adequately defines system-wide sales and
clearly states this is an
         operating measure not in accordance with GAAP. Your disclosure should
be balanced
         with relevant GAAP information by providing details of what proportion
represents your
         revenues versus franchisees  revenues. In addition, please include
statements indicating
         the reasons why the metric provides useful information to investors,
and how management
         uses the metric in managing or monitoring performance of the business.
7.     Where you discuss and quantify "Licenses Sold," please provide
additional information to
FirstName LastNameJohn Meloun
       put this KPI in context. Specifically, revise to disclose how an
investor should interpret
Comapanyamount you disclose as it relates to when a new studio will open and
expected future
       the NameXponential Fitness, Inc.
March franchise Page 2
       12, 2020 revenues.
FirstName LastName
 John Meloun
FirstName LastNameJohn Meloun
Xponential Fitness, Inc.
Comapany2020
March 12, NameXponential Fitness, Inc.
Page 3
March 12, 2020 Page 3
FirstName LastName
Key Components of Results of Operations, page 83

8.       Enhance your disclosure to provide additional information about how
you determine the
         initial franchise fee your franchisees incur upon execution of a
franchise agreement.
Consolidated Statements of Operations, page F-7

9.       Please provide earnings per unit data in accordance with ASC 260.
Please refer to ASC
         260-10-15-2. In addition, please provide pro forma income tax and
earnings per share
         data for the latest fiscal year. Please note that this comment also
applies to Summary
         Consolidated Financial and Other Data on page 20 and Selected
Consolidated Financial
         Data on page 77.
Notes to the Consolidated Financial Statements
Note 2. Summary of Significant Accounting Policies
Segment information, page F-10

10.      We note from your disclosure that you determined you operate in one
operating segment.
         Considering your management structure includes Brand Presidents as key
members of
         your leadership team and that your portfolio includes eight leading
brands, please explain
         to us why you believe franchise operations represents one reportable
segment under the
         guidance in ASC 280-10-50, and why each of your brands do not
represent separate
         operating segments. In your response, please provide us the following
information:

              Describe the role of the CODM and each of the individuals that
report to the CODM;
              Describe the role of each Brand President;
              Tell us how often the CODM meets with his direct reports, the
financial information
              the CODM reviews to prepare for those meetings, the financial
information discussed
              in those meetings, and who else attends meetings;
              Tell us who is held accountable for each of the brands and the
title and role of the
              person this individual(s) reports to in the organization;
              Describe the information regularly provided to the CODM and how
frequently it is
              prepared; and
              If your brands are considered operating segments, please tell us
your basis for
              aggregating operating segments into a single reportable segment
and why aggregation
              is consistent with the objective and basic principles of ASC 280.
Note 7. Debt, page F-25

11.      We note your disclosure in the first risk factor on page 49 that the
credit facility restricts
         your ability to make payments or distributions to your affiliates or
equity holders. Please
         tell us your consideration of disclosing the restrictions on the
payment of distributions
         and their pertinent provisions.
 John Meloun
FirstName LastNameJohn Meloun
Xponential Fitness, Inc.
Comapany2020
March 12, NameXponential Fitness, Inc.
Page 4
March 12, 2020 Page 4
FirstName LastName
Note 10. Equity Compensation, page F-30

12.      Please tell us your consideration of disclosing the following
information in accordance
         with ASC 718-10-50.

              The method of estimating the fair value of the phantom stock
units and profit interest
              units;
              Weighted average exercise (or purchase) prices for units
outstanding at the beginning
              and end of the year, exercisable at the end of the year and those
granted, vested and
              forfeited during the year;
              The weighted average exercise price and remaining contractual
term of units
              outstanding and units exercisable; and
              A description of the method used to estimate the fair value of
awards under the share-
              based payment arrangements and a description of of the
significant assumptions used
              to estimate fair value of share-based awards.
13.      Once you have an estimated offering price or range, please explain to
us the reasons for
         any differences between the recent valuations of your common stock
leading up to the
         IPO and the estimated offering price. This information will help
facilitate our review of
         your accounting for equity issuances including stock compensation.
Part II
Item 17. Undertakings, page II-4

14.      Please revise to include the undertakings required by Item 512(a)(6)
of Regulation S-K.
General

15.      Please supplementally provide us with copies of all written
communications, as defined in
         Rule 405 under the Securities Act, that you, or anyone authorized to
do so on your behalf,
         present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or
         not they retain copies of the communications.
16.      Please tell us how you have arrived at your estimation that "in 2019,
boutique fitness was
         a $___ billion industry and was the fastest growing segment of the
U.S. health and fitness
         club industry" and the related statistics you provide on page 10.
 John Meloun
FirstName LastNameJohn Meloun
Xponential Fitness, Inc.
March 12, NameXponential Fitness, Inc.
Comapany2020
Page 5
March 12, 2020 Page 5
FirstName LastName
       You may contact Blaise Rhodes at 202-551-3774 or Bill Thompson at
202-551-3344 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Jacqueline Kaufman at 202-551-3797 or Mara Ransom at 202-551-3264 with
any other
questions.



                                                          Sincerely,

                                                          Division of
Corporation Finance
                                                          Office of Trade &
Services