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SEC Company Response from Rafael Holdings, Inc. (RFL, RFL-WT) (CIK 0001713863) (RFL) — Feb 11, 2025

Rafael Holdings, Inc. (RFL, RFL-WT) (CIK 0001713863)
Date: Feb. 11, 2025 · CIK: 0001713863 · Accession: 0001213900-25-012033

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File numbers found in text: 333-282558

Date
February 11, 2025
Author
/s/ William Conkling
Form
CORRESP
Company
Rafael Holdings, Inc. (RFL, RFL-WT) (CIK 0001713863)

Letter

Re: Rafael Holdings, Inc.

February 11, 2025

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Registration Statement on Form S-4

File No. 333-282558

Request for Acceleration

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Rafael Holdings, Inc. (the “Registrant”) hereby requests acceleration of the effective date of its Registration Statement on Form S-4 (File No. 333-282558) (the “Registration Statement”), so that it may become effective at 9:00 a.m. Eastern time on February 13, 2025, or as soon thereafter as practicable.

The Registrant hereby acknowledges that:

(a) should the Securities and Exchange Commission (the “Commission”) or the staff of the Commission (the “Staff”), acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

(b) the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and

(c) the Registrant may not assert Staff comments and the declaration of effectiveness of the Registration Statement as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Sincerely,
/s/ William Conkling

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CORRESP
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February 11, 2025

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Re: Rafael Holdings, Inc.

Registration Statement on Form S-4

File No. 333-282558

Request for Acceleration

Ladies and Gentlemen:

Pursuant to Rule 461
promulgated under the Securities Act of 1933, as amended, Rafael Holdings, Inc. (the “Registrant”) hereby requests
acceleration of the effective date of its Registration Statement on Form S-4 (File No. 333-282558) (the “Registration Statement”),
so that it may become effective at 9:00 a.m. Eastern time on February 13, 2025, or as soon thereafter as practicable.

The Registrant hereby acknowledges that:

(a) should
the Securities and Exchange Commission (the “Commission”) or the staff of the Commission (the “Staff”),
acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking
any action with respect to the Registration Statement;

(b) the
action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does
not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement;
and

(c) the
Registrant may not assert Staff comments and the declaration of effectiveness of the Registration Statement as a defense in any proceeding
initiated by the Commission or any person under the federal securities laws of the United States.

    Sincerely,

    /s/ William Conkling

    William Conkling

    Chief Executive Officer

    Rafael Holdings, Inc.