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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

AI Filing Summary & Sentiment

File numbers found in text: 333-226713

Date
Aug. 17, 2018
Author
Not clearly detected
Form
CORRESP
Company
Priority Technology Holdings, Inc. (PRTH, PRTHU) (CIK 0001653558)

Letter

VIA EDGAR 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.

Show Raw Text
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