SEC Company Response from Priority Technology Holdings, Inc. (PRTH, PRTHU) (CIK 0001653558) (PRTH) — Aug 17, 2018
Priority Technology Holdings, Inc. (PRTH, PRTHU) (CIK 0001653558)
Date: Aug. 17, 2018 · CIK: 0001653558 · Accession: 0001615774-18-008282
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File numbers found in text: 333-226713
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CORRESP
1
filename1.htm
PRIORITY
TECHNOLOGY HOLDINGS, INC.
2001
Westside Parkway
Suite
155
Alpharetta, GA 30004
August
17, 2018
VIA
EDGAR
U.S.
Securities and Exchange Commission
100
F Street, N.E.
Washington,
D.C. 20549
Attention:
Danilo Castelli
Re: Priority
Technology Holdings, Inc. (the “Company”)
Registration Statement on Form S-3
(File No. 333-226713)
Dear
Mr. Castelli:
Pursuant
to Rule 461(a) under the Securities Act of 1933, as amended, the undersigned hereby respectfully requests that the effective date
for the above-referenced Registration Statement on Form S-3 be accelerated so that it will be declared effective at 4:30 p.m.,
Eastern Time, on August 20, 2018, or as soon as practicable thereafter. We ask, however, that the Securities and Exchange Commission
staff not accelerate such effectiveness until we speak with you on that date.
The
Company hereby acknowledges that, if the Securities and Exchange Commission (the “Commission”) or its staff (the “Staff”),
acting pursuant to delegated authority, declares the filing effective, such action:
● does
not foreclose the Commission from taking any action with respect to the filing;
● does
not relieve the Company from its full responsibility for the adequacy and accuracy of
the disclosure in the filing; and
● may
not be asserted as a defense in any proceeding initiated by the Commission or any person
under the federal securities laws of the United States.
We
request that we be notified of such effectiveness by telephone call to John Mahon of Schulte Roth & Zabel LLP at (202) 729-7477.
Very truly yours,
PRIORITY TECHNOLOGY HOLDINGS, INC.
By:
/s/ Thomas Priore
Name: Thomas Priore
Title: Executive Chairman