SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549

       DIVISION OF
CORPORATION FINANCE

January 13 , 2020

Via Email

Richard House Jr.
Chief Executive Officer
FlexShopper, Inc.
901 Yamato Road, Suite 260
Boca Raton, Florida 33431

 Re: FlexS hopper, Inc.
  Schedule TO-I filed on January 6, 2020
  File No.  005-83480

Dear Mr. House :

The staff in the Office of Mergers and Acquisitions has reviewed the filing  listed above,
and we have the comments  set forth below .  All defined terms used herein have the same
meaning as in the Offer Letter  attached  as Exhibit (a)(1) (A) to the Schedule TO -I.  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 filing, by prov iding the requested
information  or by advising us when you will provide the requested response.  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 filing and the information you provide in
response to these comments, we may have additional comments.

Schedule TO -I

Item 7. Source and Amount of Funds or Other C onsideration

1. Please revise the disclosure under Item 7(a) of the Schedule TO -I to state the specific
source(s) of the funds used to pay the expenses of the Offer .  See Item 1007(a ) of
Regulation M -A.

 Exhibit (a)(1)(A) – Offer Letter

General

2. We note y our disclosure that the Shares issuable in the Offer will constitute about 20% of
the Company’s outstanding common shares.  Please explain in your response letter why a
shareholder vote is not required to approve the issuance, pursuant to NASDAQ rules.

3. We note your disclosure throughout the Offer Letter that the Company entered into
Exchange Agreements with Holders of at least 50.1% of the outstanding Public Warrants,
pursuant to which the Holders agreed to exchange their Public Warrants for Shares on the
same terms as the Offer.   In your response letter, please tell us how many holders of
Public Warrants are subject to the Exchange Agreements and their relationship to the
Company (if any) other than as holders of those securities.  We note the disclosure that
four such holders were officer and directors of the Company ; to the extent that the other
holders that entered into the Exchange Agreements are not affiliated with the Company,
please tell us how you solicited them.

4. Please refer to the preceding comment.  We note your disclosure throughout the Offer
Letter that such Holders have “agreed to exchange” their Public Warrants for Shares
pursuant to the Exchange Agreements.  We further note, however, that Section 2 of the
Exchange Agreement requires the Company to cause the transfer agent to deliver to the
Holder the Shares pursuant to the exchange within two business days after the execution
and delivery of the Exchange Agreement.  Please revise your disclosures throughout the
Offer Letter to indicate whether such Holders’ Public Warrants (including the 3.8% held
by the Company’s directors) have actually been exchanged for Shares pursuant to the
Exchange Agreements  and the date of any such exchange .  Please make also any
conforming changes to the similar disclosures in the other exhibits to the Schedule TO -I.

5. You state that the Offer “relates to the Public Warrants issued pursuant to the
Prospectus.”  However, the all -holders provisions of Rule 13e -4(f)(8)(i)  require that th e
Offer be o pen to all holders of warrants of this class traded under the symbol FPAYW.
Please advise in your response letter whether there are other warrants of the same class
than those issued “pursuant to the Prospectus.”

6. We note the following statem ent on page iv of the Offer Letter : “We are not making the
Offer to, and will not accept any tendered Public Warrants from, Public Warrant holders
in any jurisdiction where it would be illegal to do so. ”  While offer materials need not be
disseminated into  jurisdictions where it is impermissible to do so, please revise this
statement to remove the implication that tendered Public Warrants  will not be accepted
from all holders , wherever located .  Refer to Rule 13e -4(f)(8)(i) and Section II.G.1 of
Securities Exchange Act Release No. 58597 (September 19, 2008).  Alternatively, please
revise the statement to limit the restriction to only U.S. states instead of all jurisdictions
to conform to the regulatory text in Rule 13e -4(f)(9)(ii).  Please also make any
conforming changes to the similar statement in the letter  attached as Exhibit (a)(1)(E) to
the Schedule TO -I.

 Summary, pages 1 -3

7. You have included a condition that will be triggered by “any general suspension of, or
limitation on prices for, trading in secur ities in U.S. securities or financial markets.”
Please revise to explain what would be considered a limitation on prices for securities in
U.S. securities or financial markets .  Please also make any co nforming changes to
condition 4(a ) in the section titl ed “Conditions ; Termination; Waivers; Extensions;
Amendments” on page 14  of the Offer Letter .

8. We note the following statement:  “[W]e may assert one or more of the conditions
regardless of the circumstances giving rise to any such conditions.”   The Offer  may not
be terminated at any time for any reason, such as the action or inaction by the Company ,
without  the Offer potentially  constituting  an illusory offer in contravention of Section
14(e).  Please revise  this language to make clear that the Company may only terminate
the Offer  pursuant to objectively determinable  offer conditions specified in Offer .  Please
also make any co nforming changes to the similar language  in the section titled
“Conditions ; Termination; Waivers; Extensions; Amendments” on page 1 4 of the Offer
Letter .

9. We note the following statement:  “The determination by us as to whether any condition
has been satisfied shall be conclusive and binding on all parties.”   Please revise this
statement  to include a qualifier indicating that the Holde rs are not foreclosed from
challenging your determination  in a court of competent jurisdiction.   Please also make
any co nforming changes to the similar language  in the section titled “Conditions ;
Termination; Waivers; Extensions; Amendments” on page 14  of the Offer Letter .

10. We note the following statement: “The failure by us at any time to exercise any of the
foregoing rights shall not be deemed a waiver of any such right and each such right shall
be deemed a continuing right which may be asserted at any time and from time to  time
prior to the Expiration Date.”  This statement suggests you may become aware that an
Offer condition has been triggered or otherwise has become incapable of being satisfied,
yet the Offer may proceed without you making a disclosure.  As stated elsewh ere in the
Offer Letter , however, you must amend the Offer to disclose material changes.  To the
extent you becomes aware of any condition being “triggered” that would enable you to
terminate the Offer or otherwise cancel your obligation to accept tenders,  and you elect to
proceed with the Offer anyway, we view that decision as being a waiver of the condition.
If a material condition is waived, a material change has occurred to the Offer  requiring
revised disclosure and (potentially) an extension of the Of fer.  Please revise this
disclosure to correct this inconsistency with respect to your stated understanding of your
planned treatment of material changes.  Please also make any co nforming changes to the
similar language  in the section titled “Conditions ; Termination; Waivers; Extensions;
Amendments” on page 14  of the Offer Letter .

Price Range of Shares and Public Warrants, pages 11 -12

11. Please refer to the table indicating the implied Public Warrant value at various

 hypothetical stock prices.  Although the  lead-in language to that table indicates that the
implied Public Warrant value is calculated by multiplying the prices per Share by the
exchange ratio ( i.e., 0.62), it appears that the values in the “Implied Public Warrant
Value” column were calculated by  multiplying the values in the “Price per Share”
column by 0.55.  Please revise such values or advise us as to why such values are correct.

Forward -Looking Statements; Risk Factors, page s 16-18

12. Please r evise to clarify that the safe -harbor protections f or forward -looking statements in
the Private Securities Litigation Reform Act do not apply to statements made in
connection with a tender offer.

13. Refer to the disclosure in the last paragraph on page 17.  Expand the discussion to more
fully explain the nat ure of the potential conflicts faced by your officers and directors as a
result of the Offer .

Exhibit (a)(1)(B) – Letter of Transmittal

14. We note the following statement on page 5 of the Letter of Transmittal: “[T]he
undersigned hereby . . . waives any an d all other rights with respect to such Public
Warrants and releases and discharges the Company from any and all claims the
undersigned may have now, or may have in the future, arising out of, or related to, such
Public Warrants. ”  Please revise this state ment  to comply with Section 29(a) of the
Securities Exchange Act of 1934.

* * *

 We remind you that the registrant and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

 Please direct any questions to Valian Afshar, Special Counsel, at (202) 551 -8729, or me,
at (202) 551 -3263 .

Sincerely,

        /s/ Christina Chalk

Christina Chalk
Senior Special Counsel
Office of Mergers and  Acquisitions

 cc: Spencer G. Feldman , Esq. (via email)
Olshan Frome Wolosky LLP