January 26, 2021

 

VIA EDGAR

 

Ms. Abby Adams

Division of Corporation Finance

Office of Life Sciences

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 

Re:

Agrify Corporation

Registration Statement on Form S-1

File No. 333-251616

 

Ladies and Gentlemen:

 

Agrify Corporation (the “Company”) hereby requests that the effective date of the above-captioned Registration Statement be accelerated to 5:00 p.m. on January 27, 2021, or as soon thereafter as practicable.

 

The Company acknowledges that (i) should the Securities and Exchange Commission (the “Commission”) or the Staff, acting pursuant to delegated authority, declare the Registration Statement effective, such declaration does not foreclose the Commission from taking any action with respect to the Registration Statement; (ii) the action of the Commission or the Staff, acting pursuant to delegated authority in declaring the Registration Statement effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and (iii) the Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under federal securities laws of the United States.

 

	Very truly yours,
	AGRIFY CORPORATION
	By:	/s/ Raymond Chang
	Name:	Raymond Chang
	Title:	Chief Executive Officer