United States securities and exchange commission logo

                              September 8, 2020

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

                                                        Re: Agrify Corp
                                                            Draft Registration
Statement on Form S-1
                                                            Submitted August
12, 2020
                                                            CIK No. 0001800637

       Dear Mr. Krikov:

              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

             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

       Draft Registration Statement on Form S-1 submitted August 12, 2020

       Cover Page

   1.                                                   Please revise to
clarify whether you will proceed with the offering in the event you are not
                                                        approved for listing on
Nasdaq Capital Market. In this regard, we note your disclosure
                                                        that you intend to
apply for listing on Nasdaq, and your disclosure on page 30 that you
                                                        may be a penny stock if
you do not obtain a listing.
 Niv Krikov
FirstName LastNameNiv Krikov
Agrify Corporation
Comapany 8,
September  NameAgrify
             2020      Corporation
Page 2    8, 2020 Page 2
FirstName LastName
Prospectus Summary
Overview, page 1

2.       Please revise your summary so that it is brief, concise, and avoids
repeating information
         about your business and related matters provided later in your
document. In this regard,
         we note your disclosure focuses on the AFVU offering and associated
software to the
         exclusion of the product offerings that represent a material portion
of your revenues to
         date. Revise your summary to provide a view of all of your material
product offerings. In
         doing so, clarify where    container farms    fit within your product
offerings, including how
         they differ from vertical farming units. We note the references to
container farms in the
         footnote on page 15, and on pages 42, 46 and F-10.
3.       In revising your summary, clarify the products that have generated
your revenues to date.
         We note from page 51 that you    have started taking pre-orders for
the newest version of
         [y]our flagship hardware product,    the AVFU. Clarify whether this
the first version of
         this product you have sold, or was there an earlier version. In this
regard, to the extent
         your    core business model    discussed on page 53 is prospective,
revise your document to
         clarify. Also clarify what percentage of your revenues for 2020 relate
to your acquisition
         of your customer, TriGrow, disclosed on pages 19 and 40.
4.       Please clarify in your Summary whether your software is required to
operate your
         hardware product offerings, including but not limited to the AFVU.
Please also clarify
         whether your software product can be used independently or if it is
only designed to work
         with the equipment you sell.
5.       Explain the following defined terms at their first use:
             SaaS, page 1;
             OpEx, page 8;
             Sandler Training sales process, page 9;
                Container Farms,    page 15; and
             PCT, page 24.
Our Competitive Strengths, page 7

6.       Provide the bases for the statements on page 7 that you have    market
leading technology
         and on page 8 that Valiant-American is a    leading    consulting and
general contractor of
         industrial facilities.
7.       On page 7 you include the strength that your    shareholder base
includes large Asian scale-
         up manufacturers that grant us access to their resources and
accordingly should enable us
         to mass produce our products with the support we need.    Clarify if
you refer to your
         distribution agreements with Bluezone Products and Enozo, or if there
are other
         agreements. We note the agreement with Sonneteck TJ Co., Ltd. listed
in your exhibit
         index, but see no reference to that company in the document. Revise
the appropriate
         section of your registration statement to disclose the material terms
of the Sonneteck
 Niv Krikov
FirstName LastNameNiv Krikov
Agrify Corporation
Comapany 8,
September  NameAgrify
             2020      Corporation
Page 3    8, 2020 Page 3
FirstName LastName
8.       We note the discussion of the joint venture with Valiant-America,
disclosed on page 8.
         Tell us what, if any, of the turnkey product revenues you discuss in
your summary are
         attributable to Valiant   s role in your joint venture. We note from
page 70 that you
            consolidate 100% of the revenues that go through the joint venture,
and [you] recognize
         60% of all the net profits . . . . after the agreed upon work has been
Industry Overview, page 8

9.       We note references to third-party market data from MarketsandMarkets,
Allied Market
         Research, Market Watch and several other sources. Please provide us
with copies of any
         materials that support third-party statements and advise us if any of
the data cited was
         commissioned by the company.
Our Growth Strategy, page 9

10.      Clarify the    upward trajectory    to which you refer given the
history of losses    and
            expect[ed] significant increases in our costs    discussed in the
risk factors on pages 11
         and 17.
Summary Financial and Other Data, page 14

11.      Please revise to remove the "Pro Forma" label from your interim March
31, 2020
         Statement of Operations financial information included on pages 14, 16
and 38 as
         it represents your historical results.
12.      Please revise to provide Balance Sheet data for the current interim
period in this tabular
         presentation as well as on page 38.
13.      We see here and on page 38 that you present a blank line item, "Net
income (loss) per
         share, basic and diluted" that is not otherwise included or discussed
in the filing. Please
         tell us whether you intend to include this earnings per share
information in a future
         amendment or revise to remove it. In this regard, tell us your
consideration of presenting
         pro forma earnings per share information which reflects the conversion
of your recently
         issued preferred stock.
Reconciliation of Non-GAAP Measures, page 15

14.      Your computation of EBITDA excludes a loss from the sale of fixed
assets in addition to
         interest, taxes, depreciation and amortization. Please revise the
title of this non-GAAP
         measure to clearly distinguish it from EBITDA. Refer to Question
103.01 of the Non-
         GAAP Compliance and Disclosure Interpretations.
15.      We see that your presentation of Adjusted EBITDA includes a write off
of assets of
         approx. $662,000 but do not see where this is presented in you interim
income statement
         or see any related discussion. Please revise to explain the nature of
the write-off, where it
 Niv Krikov
FirstName LastNameNiv Krikov
Agrify Corporation
Comapany 8,
September  NameAgrify
             2020      Corporation
Page 4    8, 2020 Page 4
FirstName LastName
         is included in your financial statements and why you believe it is
appropriate to adjust
         EBIDTA in this presentation.
16.      We note the discussion that the most directly comparable measures for
your non-GAAP
         financial measures are net income and diluted net income per share.
However, we see no
         non-GAAP measures presented or reconciled on a per share basis and
diluted net income
         per share is not provided in the filing. Please revise to only
reference measures presented
         and discussed in the filing.
17.      We note the heading of this reconciliation refers to the amounts as
presented "in
         thousands" when it appears the amounts are whole numbers. Please
Risk Factors
Risks Related to our Business and Industry, page 17

18.      In the COVID-19-related risk factor on pages 18-19, you state you were
forced to limit
         store business hours. On page 49, you reference    retail products.
Revise your business
         section and any other relevant section to disclose what retail
operations you maintain.
         Also clarify the statement that the    pandemic has caused temporary
or long-term
         disruptions in our supply chains.
19.      On page 19, you state you rely on limited suppliers for your software,
however, on page
         66 you state you developed your software in-house. Please clarify.
Cautionary Note Regarding Forward-Looking Statements, page 30

20.      You state,    neither we nor any other person assumes responsibility
for the accuracy and
         completeness of the forward-looking statements.    Clarify this
statement. While    safe
         harbors apply to required statements concerning the future effect of
known trends,
         demands, commitments, events or uncertainties, as well as to optional
         statements,    you have a duty to disclose known trends that are
reasonably likely to be
         material. Refer to Section II.B of Release No. 33-6835 (May 18, 1989).
Acquisition of TriGrow, page 40

21.      We note the    profit interest investment    you are obligated to make
as a result of the
         purchase of TriGrow. Revise the appropriate section of the prospectus
to disclose the
         material terms of this investment and file it as an exhibit or tell us
why it is not material.
         See Item 601(b)(10) of Regulation S-K.
Impact of the coronavirus pandemic ("COVID-19"), page 41

22.      Revise to further describe the ways in which the pandemic caused
disruptions in your
         supply chain and your expectations, noting you are obligated to
disclose forward looking
         information to the extent it is known and reasonably certain. If you
cannot provide
         additional information, tell us why not.
 Niv Krikov
Agrify Corporation
September 8, 2020
Page 5
Management's Discussion and Analysis of Financial Condition and Results of
Results of Operations, page 45

23.      Tell us whether the build out services revenue is attributable to
Valiant, and the amount
         potentially payable to Valiant pursuant to your agreement.
24.      Expand the discussion throughout this section to not only recite the
changes in your
         results, but to provide an analysis by which potential investors may
better understand the
         results. Refer to Item 303 of Regulation S-K and Release Nos. 33-6835
(May 18, 1989)
         and 33-8350 (Dec. 29, 2003).
Overview, page 50

25.      Please provide disclosure here and in Risk Factors, as appropriate,
regarding restrictions
         and regulations relating to your operations in China and how it
impacts your business.
26.      On page 53, you state,    we have $96 million of carefully vetted
potential sales
         opportunities (which refer to as our qualified pipeline), and we
expect a significant
         percentage of this pipeline to be converted into confirmed bookings
during the second half
         of 2020 and first half of 2021.    Tell us what you consider to be a
Core Bundled Solution, page 58

27.      On page 64 you site anecdotal evidence that one customer had increased
yields in one
         season growing lettuce varieties using your lights. Tell us whether
you believe this result
         is typical for this product and explain on what basis you made the
Intellectual Property, page 76

28.      Revise to disclose what intellectual property rights you license from
Holden Company, as
         disclosed in the risk factor on page 27, and disclose the material
terms of your license
         agreement. File the license agreement as an exhibit. Refer to Item
601(b)(10) of
         Regulation S-K.
Management, page 78

29.      On page 83 you disclose that your founder, Mr. Liotta, resigned as of
August 5, 2020.
         Please clarify this section and your Executive Compensation table.
Certain Relationships and Related-Party Transactions, page 87
FirstName LastNameNiv Krikov
30.    Please expand to describe the consulting agreement between TriGrow and
Argand Group,
       LLC,NameAgrify     Corporation
             or tell us why you do not believe it is required to be filed.
Refer to Item 601(b)(10)
       of Regulation   S-K.
September 8, 2020 Page 5
FirstName LastName
 Niv Krikov
FirstName LastNameNiv Krikov
Agrify Corporation
Comapany 8,
September  NameAgrify
             2020      Corporation
Page 6    8, 2020 Page 6
FirstName LastName
Shares Eligible for Future Sale, page 93

31.      File the registration rights agreement disclosed on page 94 as an
exhibit. Refer to Item
         601(b)(4) of Regulation S-K.
Financial Statements for the Year Ended December 31, 2019
Consolidated Statement of Cash Flows, page F-6

32.      We see that your statement of cash flows reflects the issuance of a
note payable of approx.
         $3.9 million. Please tell us how this note is reflected in your
Balance Sheet and where it is
         discussed in the notes to the financial statements.
Statement of Cash Flows, page F-23

33.      Your statement of cash flows appears to indicate a cash outflow of
$1.1 million for cash
         paid for business acquisition. Please reconcile this for us with your
disclosure in footnote
         11 that does not disclose any cash payment.
Note 2 - Summary of Significant Accounting Policies
Revenue Recognition, page F-26

34.      We note the discussion on pages 10, 70 and 75 of your new equipment
financing program
         with extended payment terms of up to two-years. Please revise the
filing to disclose your
         accounting policy for these arrangements under ASC 606-10-32-15
through 32-20.
Note 11     Business Combination
Acquisition of TriGrow, page F-31

35.      Please address the following related to your acquisition of TriGrow:
             Tell us how you determined the $1.4 million fair value of common
stock issued as
             consideration in the transaction. Explain how such valuation
represents the price that
             would be received in an orderly transaction between market
participants. See the fair
             value and market participant definitions in ASC 805-10-20.
             Tell us how you concluded you did not need to provide audited
financial statements
             of the acquiree under Rule 8-04 of Regulation S-X. In doing so,
provide us with the
             results of your significance tests. If significant, please note
that it would also be
             necessary to provide pro forma information pursuant to Rule 8-05
of Regulation S-X.
Note 15 - Subsequent Events
Issuance of Stock Options, page F-35

36.      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 IPO and the estimated offering price. This information will
help facilitate our
         review of your accounting for equity issuances including stock
compensation. Please
 Niv Krikov
Agrify Corporation
September 8, 2020
Page 7
      discuss with the staff how to submit your response.
37.   Please expand your critical accounting policy disclosures on page 44 to
provide high
      level details regarding the methodologies and approaches used to value
your common
      stock including the nature of the material assumptions involved. To the
extent third party
      valuations were performed, please discuss the results of such valuations
and whether such
      valuations corroborated any internal valuations performed. Finally,
provide additional
      detail regarding the extent to which recent sales of preferred stock
and/or common stock
      in arms-length transactions represented significant inputs to provide
investors with context
      of the extent to which your estimates were complex and subjective.

38.   Please supplementally provide us with copies of all written
communications, as defined in
      Rule 405 under the Securities Act, that you, or anyone authorized to do
so on your behalf,
      present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or
      not they retain copies of the communications.
       You may contact Julie Sherman at (202) 551-3640 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

FirstName LastNameNiv Krikov
                                                            Division of
Corporation Finance
Comapany NameAgrify Corporation
                                                            Office of Life
September 8, 2020 Page 7
cc:       David Levine, Esq.
FirstName LastName