United States securities and exchange commission logo

                            November 24, 2020

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

                                                        Re: Agrify Corp
                                                            Amendment No. 2 to
                                                            Draft Registration
Statement on Form S-1
                                                            Submitted November
12, 2020
                                                            CIK No. 0001800637

       Dear Mr. Krikov:

             We have reviewed your amended 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

       Amendment No. 2 to Draft Registration Statement on Form S-1 Submitted
November 12, 2020

       Prospectus Summary, page 1

   1.                                                   We note from page F-25
you disclosed additional wholly or partly owned subsidiaries and
                                                        added disclosure that
both Agrify Brands LLC and Agrify Valliant LLC are variable
                                                        interest entities..
Revise to provide a diagram of your corporate structure. Revise the
                                                        summary to clarify what
aspects of your business are owned and controlled by Agrify
                                                        Corporation, and what
aspects are controlled by the VIEs and any other affiliates. Please
                                                        file the relevant
contracts for your contractual arrangements with Agrify Brands, LLC as
                                                        exhibits to this
filing, or advise.
 Niv Krikov
FirstName LastNameNiv Krikov
Agrify Corporation
Comapany 24,
November   NameAgrify
              2020    Corporation
Page 2    24, 2020 Page 2
FirstName LastName
Our Competitive Strengths, page 6

2.       We note your response to comment 4. Revise the summary to disclose the
         from your response, particularly that you have no contract or
agreement with
         Inventronics. Add a risk factor addressing the risks associated with
your lack of
         agreement. Disclose your transactions with Inventronics as required by
Item 404 of
         Regulation S-K or tell us why you believe such disclosure is not
Risk Factors, page 16

3.       Please revise this section to relocate any generic risk factors you
present to the end of the
         section, under the caption "General Risk Factors." See Item 105(a) of
Regulation S-K.
Use of Proceeds, page 35

4.       We note your revised disclosure on page 54 that "We anticipate that
our depreciation and
         amortization expense will increase in fiscal 2020 due to expected
capital expenditures in
         fiscal 2020 on property and equipment to expand research, development,
and testing
         capabilities." Revise your Use of Proceeds to address these planned
Results of Operations, page 49

5.       We reissue comment 11. As requested in reissued comment 24 from our
initial letter,
         revise the discussion to not only recite the changes in your results,
but to provide an
         analysis by which potential investors may better understand what drove
the changes.
         Refer to Item 303 of Regulation S-K and Release Nos. 33-5835 (May 18,
1989) and 33-
         8350 (Dec. 29, 2003).
Liquidity and Capital Resources
Cashflow, page 53

6.       Please remove the subtotal lines presented below operating and
investing activities so as
         to eliminate the appearance that the sum total of these amounts equals
cash provided by
         financing activities.
Management's Discussion and Analysis of Financial Condition and Results of
Liquidity and Capital Resources, page 53

7.       We note your updated disclosure in response to comment 12. As
discussed in our
         comment above, please revise the disclosure to not only report the
changes in results, but
         to analyze the changes.
Property and Employees, page 80

8.       Please revise to provide a description of your human capital resources
as required by Item
         101(c)(2)(ii) of Regulation S-K.
 Niv Krikov
Agrify Corporation
November 24, 2020
Page 3
Intellectual Property, page 80

9.     We note your response to comment 13 and the agreement transferring
intellectual property
       between The Holden Company and your subsidiary, Agrify Brands, LLC. We
note the
       nature of the intellectual property transferred in the agreement. On
page 1, you disclose,
       "While we do not cultivate, come in contact with, distribute or dispense
cannabis, hemp-
       derived cannabinoid products, cannabidoil or any cannabis derivatives
that are currently
       prohibited under United States federal law, our cultivation solutions
can be used within
       indoor grow facilities by cannabis cultivators." Tell us whether Brands,
the company or
       any of its wholly or partly owned subsidiaries is involved in the
marketing or sale of
       cannabis, hemp-derived cannabinoid products, cannabidoil or any cannabis
derivatives or
       similar products, regardless of whether they are prohibited under United
States federal
       law, or intends to do so once this registration statement becomes
effective. Tell us the
       business purpose for the purchase of these brands from The Holden
Item 15. Recent Sales of Unregistered Securities, page II-2

10.    We note the revision to include the October 19, 2020 stock options
granted. Please revise
       this Item to include all information required by Item 701 of Regulation
S-K for each
       transaction, including the name of the person or the class of persons to
whom the
       securities were sold, the date of sale and amount.
       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
November 24, 2020 Page 3
cc:       David Levine, Esq.
FirstName LastName