Agrify Corporation

76 Treble Cove Road, Building 3

Billerica, Massachusetts 01862


June 1, 2022


United States Securities and Exchange Commission
Division of Corporation Finance
100 F. Street, N.E.
Washington, D.C. 20549

Re: Agrify Corporation (the “Company”)
  Registration Statement on Form S-3
  File No. 333-265093
  Request for Acceleration

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities Act of 1933, as amended, the Company respectfully requests acceleration by the Securities and Exchange Commission (the “Commission”) of the effective date of the Registration Statement on Form S-3 (File No. 333-265093) (the “Registration Statement”) of the Company. The Company respectfully requests that the Registration Statement become effective as of 4:30 p.m., Washington, D.C. time, on June 3, 2022, or as soon as practicable thereafter.

The Company respectfully requests that it be notified of such effectiveness by a telephone call to Robert A. Petitt of Burns & Levinson LLP at (617) 345-3361 and that such effectiveness also be confirmed in writing.

If you have any further questions or comments, or if you require any additional information, please contact the undersigned by telephone at (351) 777-6585 or our attorney, Robert A. Petitt at the number above. Thank you for your assistance.


  Very truly yours,
  By:   /s/ Timothy R. Oakes
  Name:   Timothy R. Oakes
  Title:     Chief Financial Officer



cc:Frank A. Segall, Esq., Burns & Levinson LLP

Robert A. Petitt, Esq., Burns & Levinson LLP