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                             January 25, 2021

       Niv Krikov
       Chief Financial Officer
       Agrify Corporation
       101 Middlesex Turnpike
       Suite 6, PMB 326
       Burlington, MA 01803

                                                        Re: Agrify Corp
                                                            Amendment No. 1 to
                                                            Registration
Statement on Form S-1
                                                            Filed January 13,
2021
                                                            File No. 333-251616

       Dear Mr. Krikov:

             We have reviewed your amended 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
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.
Unless we note
       otherwise, our references to prior comments are to comments in our
January 4, 2021 letter.

       Amendment No. 1 to Registration Statement on Form S-1

       Summary Financial and Other Data, page 14

   1.                                                   We note your response
to prior comment 13 from our letter dated September 8, 2020 that
                                                        you intended to include
pro forma earnings per share disclosures. We see here and on
                                                        page 41 that you
present "Net income (loss) per share, basic and diluted" that is not
                                                        otherwise included or
discussed in the filing. Please revise to include historical and pro
                                                        forma earnings per
share information including calculations supporting the weighted
                                                        average shares
outstanding used for both.
 Niv Krikov
Agrify Corporation
January 25, 2021
Page 2
Capitalization, page 38

2.       We see that you have revised to include derivative liabilities within
the Indebtedness line
         item. Please revise the line item label to identify its inclusion.
Overview, page 60

3.       On page 61, you revised the discussion of your recent purchase orders.
Previously, you
         stated that three of your four last purchase orders were between $7.2
and $11.1 million.
         Now, you state four of your last five purchase orders were between
$2.3 and $11.1
         million. You continue to state in the next sentence that you "expect
that [y]our average
         contract size will increase over time as well as we begin to partner
with larger facilities
         that require more equipment and services." This revision appears to
counter the trend you
         are citing. Provide your analysis supporting this trend.
Our Customers, page 79

4.       On page 80, you updated sales or potential sales figures. Previously,
you stated you had
         1,909 AVFUs "deployed and/or booked," and a $121 million pipeline. Now
you have
         1,526 AVFUs "deployed or booked" and a $105 million backlog. Provide
your analysis
         for the decrease in both numbers. For example, tell us whether both
decreased because
         you determined that bookings would not come to fruition. Revise to
quantify what portion
         of the 1,526 AVFUs are deployed and what portion are booked.
Executive Compensation, page 91

5.       We note you revised the disclosure regarding the employment
agreements. Previously
         you filed the agreements with Mr. Krikov, Mr. Harrison and Mr. Stamm
as exhibits. It
         appears those exhibits have been deleted. Please include these
exhibits.
Financial Statements
Note 9. Capital
FirstName       Structure, Krikov
           LastNameNiv     page F-16
Comapany
6.         NameAgrify
       Please             Corporation
              revise all disclosures to reflect the reverse stock split, for
example it does not
Januaryappear thatPage
        25, 2021   your2June 2019 issuance of 2,040,000 shares reflects the
split.
FirstName LastName
 Niv Krikov
FirstName  LastNameNiv Krikov
Agrify Corporation
Comapany
January 25,NameAgrify
            2021       Corporation
January
Page 3 25, 2021 Page 3
FirstName LastName
       You may contact Julie Sherman at (202) 551-6902 or Kevin Kuhar at (202)
551-3662 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Abby Adams at (202) 551-6902 or Mary Beth Breslin at (202) 551-3625
with any other
questions.



                                                          Sincerely,

                                                          Division of
Corporation Finance
                                                          Office of Life
Sciences
cc:      David Levine, Esq.