United States securities and exchange commission logo





                             July 15, 2022

       Vininder Singh
       Chief Executive Officer
       BullFrog AI Holdings, Inc.
       325 Ellington Blvd., Unit 317
       Gaithersburg, MD 20878

                                                        Re: BullFrog AI
Holdings, Inc.
                                                            Draft Registration
Statement on Form S-1
                                                            Submitted June 10,
2022
                                                            CIK No. 0001829247

       Dear Mr. Singh:

              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
       Business Overview, page 1

   1.                                                   Please revise the
Business Overview section to highlight and clarify that to date you have
                                                        not generated revenues
from your AI/ML system and that you have not conducted clinical
                                                        trials on any
pharmaceutical drugs. Revise the penultimate paragraph in this section to
                                                        clarify the scope of
your operations to date to provide context to your disclosure that you
                                                        are "preparing to ramp
up" your business.
 Vininder Singh
FirstName
BullFrog AILastNameVininder Singh
            Holdings, Inc.
Comapany
July       NameBullFrog AI Holdings, Inc.
     15, 2022
July 15,
Page  2 2022 Page 2
FirstName LastName
2.       We note your statements that your platform's analyses can be used to
"mitigate risk" in
         therapeutic development and "increase the odds-of-success" for
clinical trials. Please
         revise to explain your basis for these statements. In this regard, we
do not see disclosure
         in the registration statement indicating this platform has been used
to identify a drug
         candidate that has received regulatory approval for commercialization.
3.       Briefly explain the difference between supervised and unsupervised
machine learning the
         first time you use these terms.
Our bfLEAP Analytics Platform, page 3

4.       Please tell us your basis for asserting that your bfLEAP Analytics
Platform system is
         "more precise" and "proven."
Johns Hopkins University - Mebendazole License, page 5

5.       Please revise your statement indicating Medendazole demonstrated
"long-term safety" to
         present objective information about trial results, rather than
conclusions as to the safety of
         your product candidate. Conclusions as to safety and efficacy are
within the sole authority
         of the FDA and comparable foreign regulators.
Capitalization, page 23

6.       It appears that certain of your convertible notes will automatically
convert into common
         shares upon the completion of your IPO. Please explain why the
conversion of these
         notes is not reflected in your pro forma capitalization.
Use of Proceeds, page 23

7.       Please revise this section to provide more specific detail regarding
each purpose and the
         associated amounts that you intend to use for each such purpose. For
any proceeds to be
         allocated to clinical development of your pharmaceutical product
candidates, include
         references to how far into the development processes the proceeds will
enable you to
         reach. Similarly disclose, if applicable, the amounts you plan to
allocate toward further
         developing the bfLEAP    platform and launching the contract services
business.
Liquidity and Capital Resources, page 30

8.       Please revise your discussion of liquidity and capital resources to
provide enhanced
         analysis and explanation of the sources and uses of cash and material
changes in particular
         items underlying the major captions reported in your financial
statements. Please assure
         that your discussion reconciles to the items and amounts presented on
the face of
         your cash flow statements. Please also include a discussion of the
conditions resulting in
         the going concern opinion included in the auditor   s report, and, if
relevant, address the
         fact that you are a holding company with no operations of your own and
that you depend
         on your subsidiaries for cash.
 Vininder Singh
BullFrog AI Holdings, Inc.
July 15, 2022
Page 3
9.       You disclose on page F-15 that during the year ended December 31,
2021, you issued
         common shares and shares of options to related parties for services
rendered and for a
         subscription payable. You also disclose the sale of convertible
promissory notes and
         warrants during the periods presented and during the subsequent
interim period. Please
         revise your MD&A to discuss all of your equity instrument issuances.
Disclose how you
         accounted for the instruments, including how you determined their fair
value. Once you
         have an estimated offering price or range, please explain to us how
you determined the
         fair value of the common stock underlying your equity issuances and
the reasons for any
         differences between the recent valuations of your common stock leading
up to the initial
         public offering and the estimated offering price. This information
will help facilitate our
         review of your accounting for equity issuances including stock
compensation. Please
         discuss with the staff how to submit your response.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Results of Operations, page 30

10.      Please revise your discussion of your results of operations to
quantify and describe the
         reasons for changes in each line item on your Statement of Operations,
rather than just in
         total.
Business
Acquisition of Bullfrog AI, page 31

11.      Please file the acquisition agreement with Bullfrog AI, Inc. as an
exhibit to your
         registration statement. Refer to Item 601 of Regulation S-K for
guidance.
Our Products, page 32

12.      We note your disclosure here of two product candidates, siRNA and
Mebendazole, in
         addition to your bfLEAP platform. However, we do not see corresponding
narrative
         disclosure related to these two product candidates elsewhere in your
Business section.
         Please revise to provide a more fulsome discussion of these two
product candidates,
         including a discussion of any targeted indications, pre-clinical
studies, clinical trials
         conducted and current development status, or advise. For instance,
please provide
         additional disclosure regarding the Phase I clinical trial of
Mebendazole in patients with
         high-grade glioma, which you reference on page 33.
Our Market Opportunity, page 36

13.    Please revise to provide narrative disclosure explaining what is
depicted in the graphics
       shown in this section. Please balance statements claiming you are
"poised to impact
FirstName LastNameVininder Singh
       multiple high-growth application areas" and disclosure of a "$47.1
billion serviceable
Comapany   NameBullFrog
       market"             AI Holdings,
                with your current market Inc.
                                          share and any steps that must be
taken before
July 15,commercializing
         2022 Page 3 your platform.
FirstName LastName
 Vininder Singh
FirstName
BullFrog AILastNameVininder Singh
            Holdings, Inc.
Comapany
July       NameBullFrog AI Holdings, Inc.
     15, 2022
July 15,
Page  4 2022 Page 4
FirstName LastName
Intellectual Property, page 37

14.      Please revise to include the ownership status and expiration dates, or
potential expiration
         dates if granted, for your patents and patent applications. Please
also clarify which product
         or products your provisional patent application relates to and the
current status of this
         application.
Licenses, page 40

15.      Please revise the discussion of your licensing agreements to disclose
the duration of the
         agreements, any termination provisions, the aggregate amounts paid to
date and
         the aggregate future potential milestone payments payable. Please also
file these three
         agreements as exhibits to the registration statement. Refer to Item
601 of Regulation S-K
         for guidance.
Competition, page 42

16.      Please discuss the competitive business conditions your bfLEAP
platform will face in the
         analytics industry. Please also disclose here your competitive
position in the industry and
         any planned methods for competing.
Fast Track Designation, page 44

17.      Please revise to explicitly state that being granted Fast Track
designation does not grant
         any advantages in the regulatory approval process or guarantee
eventual approval by the
         FDA.
Management and Board of Directors
Executive Officers and Directors, page 47

18.      For the background disclosure of Mr. Singh and Mr. Hanson, please
describe the business
         experience of each during the past five years including their
principal occupations and the
         name and principal business of any corporation where they were
employed. In addition,
         for each director, briefly discuss the specific experience,
qualifications, attributes or skills
         that led to the conclusion that the person should serve as a director.
Refer to Item 401 of
         Regulation S-K for guidance.
Employment Agreements, page 49

19.      Please file your employment agreement with Mr. Singh as an exhibit to
this registration
         statement. Refer to Item 601 of Regulation S-K for guidance.
Certain Relationships and Related Party Transactions, page 50

20.      With reference to Regulation S-K, Item 404(a)(1), please revise this
section to disclose the
         name of each related person and the basis on which that person is a
related person.
 Vininder Singh
FirstName
BullFrog AILastNameVininder Singh
            Holdings, Inc.
Comapany
July       NameBullFrog AI Holdings, Inc.
     15, 2022
July 15,
Page  5 2022 Page 5
FirstName LastName
Consolidated Financial Statements
Consolidated Statements of Operations, page F-4

21.      On page 31 you state that you classify your operating expenses into
two categories:
         research and development (R&D), and general and administrative;
however, this
         classification is not reflected on the face of your consolidated
statements of operations. In
         light of the significant emphasis on R&D activities in your document,
please revise your
         consolidated statements of operations to separately report R&D
expenses, or tell us how
         you determined that separate presentation was not required. To the
extent you are able to
         support your decision not to report R&D on a separate line item,
revise your footnotes to
         provide a table of R&D by line item on which they are reflected in
your income statement.
         Revise your MD&A discussion on page 31 to provide a breakdown of R&D
expenses by
         type of expense as well as by product candidate.
Notes to Consolidated Financial Statements
Note 3 - Summary of Significant Accounting Policies, page F-8

22.      Please revise your revenue recognition accounting policy to provide
all of the disclosures
         required by ASC 606 with respect to the contract that resulted in the
unearned revenue of
         $10,000 reported as Deferred revenue at December 31, 2021. Please
clarify the
         performance obligations you identified, and revise to disclose how you
allocated the
         transaction price to such performance obligations. Explain whether the
timing of
         satisfaction of the performance obligations is over time or at a point
in time; describe the
         methods used to recognize revenue over time, or the significant
judgments involved in
         evaluating when the customer obtains control of the services for
performance obligations
         satisfied at a point in time. Refer to ASC 606-50 as applicable in
your response.
Alternate Page for Resale Prospectus, page Alt-1

23.      We note your inclusion of shares underlying your convertible Bridge
Notes in the Resale
         Prospectus. We further note you refer back to your Description of
Securities section to
         provide a more detailed description of these private placements,
however no such
         disclosure appears there. Please revise or advise.
24.      Please revise to identify the person or persons with voting and/or
dispositive control over
         the shares reflected in the table.
Note 10 - Shareholder's Equity, page F-15

25.      We note your disclosure that BullFrog Holdings, Inc. acquired BullFrog
AI, Inc. via a 1:1
         share exchange in June 2020. Please tell us and disclose in your
financial statements how
         you accounted for this share exchange transaction (e.g., asset
acquisition, business
         combination, etc.). Please also describe the composition of any net
assets acquired. To the
         extent that you determined that this share exchange was a business
combination, provide
         the disclosures required by ASC 805-10-50.
 Vininder Singh
BullFrog AI Holdings, Inc.
July 15, 2022
Page 6
General

26.      The cover page of the IPO Prospectus indicates that you intend to
apply to list your
         common stock on the Nasdaq Capital Market while also warning that no
assurance can be
         given that your application will be approved. Please note that prior
to effectiveness the
         prospectus must clearly state whether Nasdaq has approved a listing
application. To the
         extent that you have not received such approval, you should remove any
references to
         Nasdaq from the cover page and clarify, as applicable, where your
common shares are to
         be quoted. Also, please reconcile the disclosures on the Resale
Prospectus cover page that
         the no assurance can be given that Nasdaq will approve the listing
application and the
         consummation of the offering is conditioned on obtaining Nasdaq
approval.
27.      To the extent that you conduct the IPO absent a Nasdaq listing, please
revise to clarify
         whether you are registering your common stock pursuant to Section
12(g) of the Exchange
         Act. If you are not filing a Form 8-A in connection with the IPO,
please revise the
         Summary to clarify that you will not be registering a class of
securities under the
         Exchange Act and add appropriate risk factor disclosure concerning
that decision. For
         instance, and without limitation, the risk factor disclosure should
explain that you will not
         be subject to the proxy rules under Section 14 of the Exchange Act,
the prohibition of
         short-swing profits under Section 16 of the Exchange Act, and the
beneficial ownership
         reporting requirements of Sections 13(d) and (g) of the Exchange Act.
Also disclose that
         your periodic reporting obligations under Section 13(a) will be
automatically suspended
         under Section 15(d) of the Exchange Act to the extent that you have
fewer than 300
         shareholders.
28.      With regard to the Resale Prospectus, please revise the cover page to
state that the selling
         security holders will sell the shares of common stock at a fixed price
until such time, if
         ever, as the common stock is quoted on the OTC Bulletin Board, the
OTCQX, the
         OCTQB or listed on a national securities exchange. Also revise the
Explanatory Note
         and Resale Prospectus cover page to clarify that any sales made
pursuant to the Resale
         Prospectus can only occur after the firm commitment IPO is completed,
or advise us how
         you plan to conduct simultaneous offerings and comply with Rule 415.
29.      Please file consents for each of the director nominees. Refer to Rule
438.
30.    Please supplementally provide us with copies of all written
communications, as defined in
FirstName LastNameVininder Singh
       Rule 405 under the Securities Act, that you, or anyone authorized to do
so on your behalf,
Comapany     NameBullFrog
       present                AI Holdings,
                 to potential investors      Inc. on Section 5(d) of the
Securities Act, whether or
                                        in reliance
July 15,not theyPage
         2022     retain
                      6 copies of the communications
FirstName LastName
 Vininder Singh
FirstName
BullFrog AILastNameVininder Singh
            Holdings, Inc.
Comapany
July       NameBullFrog AI Holdings, Inc.
     15, 2022
July 15,
Page  7 2022 Page 7
FirstName LastName
       You may contact Ibolya Ignat at 202-551-3636 or Angela Connell at
202-551-3426 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Tyler Howes at 202-551-3370 or Joe McCann at 202-551-6262 with any
other questions.



                                                        Sincerely,

                                                        Division of Corporation
Finance
                                                        Office of Life Sciences
cc:      Arthur Marcus, Esq.