SEC Comment Letter 0000000000-24-011984 to Agrify Corp (AGFY) (CIK 0001800637) (RYM)
Agrify Corp (AGFY) (CIK 0001800637)
Date: Oct. 28, 2024 · CIK: 0001800637 · Accession: 0000000000-24-011984
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File numbers found in text: 333-282387
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October 28, 2024
Raymond Nobu Chang
Chief Executive Officer
Agrify Corporation
2468 Industrial Row Drive
Troy, MI 48084
Re:Agrify Corporation
Amendment No. 1 to Registration Statement on Form S-1
Filed October 23, 2024
File No. 333-282387
Dear Raymond Nobu Chang:
We have reviewed your amended registration statement and have the following
comment.
Please respond to this letter by amending your registration statement and/or providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and/or the information
you provide in response to this letter, we may have additional comments.
Amendment No. 1 to Registration Statement on Form S-1
Cover Page
1.We note your disclosure on the cover page that the selling stockholder may sell its
shares to or through underwriters or dealers, directly to purchasers or through agents
designated from time to time. Please confirm your understanding that the retention by
a selling stockholder of an underwriter would constitute a material change to your
plan of distribution requiring a post-effective amendment. Refer to your undertaking
provided pursuant to Item 512(a)(1)(iii) of Regulation S-K.
October 28, 2024
Page 2
Please contact Juan Grana at 202-551-6034 or Jane Park at 202-551-7439 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:Robert A. Petitt, Esq.