United States securities and exchange commission logo

                              October 26, 2021

       Crystal Landsem
       Chief Financial Officer
       Lulu's Fashion Lounge Holdings, Inc.
       195 Humboldt Avenue
       Chico, CA 95928

                                                        Re: Lulu's Fashion
Lounge Holdings, Inc.
Statement on Form S-1
                                                            Filed October 12,
                                                            File No. 333-260194

       Dear Ms. Landsem:

              We have reviewed your 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 amending your registration
statement and providing the
       requested information. 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

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

       Form S-1 filed October 12, 2021

       Prospectus Summary
       Recent Developments, page 11

   1.                                                   Please delete as
inappropriate your reference to the estimated preliminary results differing
                                                        "materially" from your
actual results.
       Dilution, page 74

   2.                                                   We note your response
to comment 1. Please tell us why you have not excluded the
                                                        carrying value of your
tradename in your calculation of historical and pro forma net
                                                        tangible book deficit.
 Crystal Landsem
FirstName  LastNameCrystal  Landsem
Lulu's Fashion Lounge Holdings, Inc.
October  26,NameLulu's
             2021      Fashion Lounge Holdings, Inc.
Page 2 26, 2021 Page 2
FirstName LastName
        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

       You may contact Scott Stringer at 202-551-3272 or Joel Parker at
202-551-3651 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Jacqueline Kaufman at 202-551-3797 or Lilyanna Peyser at 202-551-3222
with any other


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Corporation Finance
                                                           Office of Trade &