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SEC Company Response from urban-gro, Inc. (UGRO) (CIK 0001706524) (UGRO) — Feb 10, 2021

urban-gro, Inc. (UGRO) (CIK 0001706524)
Date: Feb. 10, 2021 · CIK: 0001706524 · Accession: 0001683168-21-000479

AI Filing Summary & Sentiment

File numbers found in text: 333-250120

Date
February 11, 2021
Author
ThinkEquity
Form
CORRESP
Company
urban-gro, Inc. (UGRO) (CIK 0001706524)

Letter

ThinkEquity

A division of Fordham Financial Management, Inc.

17 State Street, 22nd Floor

New York, NY 10004

February 10, 2021

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F St., N.E.

Washington, D.C. 20549

Re: urban-gro, Inc.

Registration Statement on Form S-1

File No. 333-250120

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), ThinkEquity, a division of Fordham Financial Management, Inc., as representative of the underwriters, hereby requests acceleration of the effective date of the above-referenced Registration Statement so that it will become effective at 4:00 p.m. Eastern Time on February 11, 2021 or as soon thereafter as practicable.

Pursuant to Rule 460 under the Securities Act, please be advised that there will be distributed to each underwriter, who is reasonably anticipated to be invited to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

The undersigned confirms that it has complied with and will continue to comply with, and it has been informed or will be informed by participating dealers that they have complied with or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in connection with the above-referenced issue.

Very truly yours,
ThinkEquity

Show Raw Text
CORRESP
1
filename1.htm

ThinkEquity

A division of Fordham Financial Management,
Inc.

17 State Street, 22nd Floor

New York, NY 10004

February
10, 2021

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F St., N.E.

Washington, D.C. 20549

 Re: urban-gro, Inc.

Registration Statement on Form S-1

File No. 333-250120

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under
the Securities Act of 1933, as amended (the “Securities Act”), ThinkEquity, a division of Fordham Financial
Management, Inc., as representative of the underwriters, hereby requests acceleration of the effective date of the
above-referenced Registration Statement so that it will become effective at 4:00 p.m. Eastern Time on February 11, 2021
or as soon thereafter as practicable.

Pursuant to Rule 460 under the Securities
Act, please be advised that there will be distributed to each underwriter, who is reasonably anticipated to be invited to participate
in the distribution of the security, as many copies of the proposed form of preliminary prospectus as appears to be reasonable
to secure adequate distribution of the preliminary prospectus.

The undersigned confirms that it has complied
with and will continue to comply with, and it has been informed or will be informed by participating dealers that they have complied
with or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in connection with the
above-referenced issue.

    Very truly yours,

    ThinkEquity

    A division of Fordham Financial Management, Inc.

    By:
    /s/ Eric Lord

    Name:
    Eric Lord

    Title:
    Head of Investment Banking