August 19, 2024

Blake Janover
Chief Executive Officer
Janover Inc.
6401 Congress Avenue, Suite 250
Boca Raton, FL 33487

       Re: Janover Inc.
           Registration Statement on Form S-3
           Filed August 1, 2024
           File No. 333-281185
Dear Blake Janover:

     We have conducted a limited review of your registration statement and have
the following
comments.

       Please respond to this letter by amending your registration statement
and providing the
requested information. If you do not believe a comment applies to your facts
and circumstances
or do not believe an amendment is appropriate, please tell us why in your
response.

       After reviewing any amendment to your registration statement and the
information you
provide in response to this letter, we may have additional comments.

Registration Statement on Form S-3
General

1.     We note your disclosure related to a notice of delisting received from
Nasdaq on page S-
       33 and that you have until January 13, 2025, to regain compliance with
the Nasdaq
       Minimum Bid Price Requirement. Please address the following:
           tell us why the risk factor related to the delisting notice appears
in the supplement
           prospectus, but does not appear in the delayed shelf offering
prospectus, and how you
           plan to inform investors not participating in the at-the-market
offering of the Nasdaq
           delisting risk;
           tell us how you plan to monitor and, if needed, terminate the
at-the-market offering if
           you are not able to comply with Nasdaq Minimum Bid Price Requirement
in a timely
           manner; and
           revise the prospectus to disclose material risks to investors in the
at-the-market
           offering related to possible Nasdaq delisting.
 August 19, 2024
Page 2

2.     Given recent decline in your stock price and the limitation of selling
no more than one-
       third of all your common voting and nonvoting equity held by
non-affiliates, please tell us
       how you plan to monitor that the at-the-market offering sales agent does
not exceed the
       maximum number of shares you can sell in the offering. Refer to General
Instruction
       I.B.6(a) to Form S-3.
3.     Please note that under General Instruction I.B.6(c), you are required to
have at least one
       class of common equity securities listed and registered on a national
securities exchange
       and your current Form S-3 eligibility depends on maintaining a listing
on Nasdaq. You
       also disclose that you received a delisting notice from the exchange.
Please tell us your
       plans as to this shelf offering in the event that your securities are
delisted from Nasdaq.
Cover Page

4.     Due to the recent decline in your stock price and the limitation of
selling no more than
       one-third of all your common voting and nonvoting equity held by
non-affiliates, please
       update the disclosure on the cover page relating to the market value of
your common
       stock held by non-affiliates.
Risk Factors, page 9

5.     Please add a separately captioned risk factor here and in the risk
factors section starting on
       page S-11 to disclose the dilutive effect of this offering and the
continued downward
       pressure on your market price. In this regard, we note that you have
received a
       notice from Nasdaq relating to possible delisting after your stock price
declined below
       $1.00 per share.
        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.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

       Please contact Aisha Adegbuyi at 202-551-8754 or Tonya Aldave at
202-551-3601 with
any other questions.



                                                             Sincerely,

                                                             Division of
Corporation Finance
                                                             Office of Finance
cc:   Ross David Carmel, Esq.