Correspondence 0001104659-24-126776 from Priority Technology Holdings, Inc. (PRTH, PRTHU) (CIK 0001653558) (PRTH)
Priority Technology Holdings, Inc. (PRTH, PRTHU) (CIK 0001653558)
Date: Dec. 9, 2024 · CIK: 0001653558 · Accession: 0001104659-24-126776
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File numbers found in text: 333-283519
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CORRESP
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Priority Technology Holdings, Inc.
2001 Westside Parkway
Suite 155
Alpharetta, GA 30004
VIA EDGAR
December 9, 2024
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Re:
Priority Technology Holdings, Inc.
Registration Statement on Form S-3 (Reg. No. 333-283519)
Request for Acceleration of Effective Date
Ladies and Gentlemen:
Pursuant to Rule 461 under
the Securities Act of 1933, as amended, Priority Technology Holdings, Inc. (the “Company”) hereby requests that the
Securities and Exchange Commission accelerate the effective date of the above-referenced Registration Statement on Form S-3 (the “Registration
Statement”) so that the Registration Statement will be declared effective as of 4:01 p.m. Eastern time, on December 11, 2024,
or as soon as practicable thereafter. The Company hereby authorizes James Stevens at Troutman Pepper Hamilton Sanders LLP, the Company’s
outside legal counsel, to orally modify or withdraw this request for acceleration.
Once the Registration Statement
has been declared effective, please orally confirm that event with Mr. Stevens at (404) 885-2305.
Thank you for your assistance
in this matter.
Very truly yours,
Priority Technology Holdings, Inc.
/s/ Thomas C. Priore
Thomas C. Priore
President, Chief Executive Officer and Chairman
cc:
James Stevens