SecProbe.io

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 RYTHM, Inc.

 2220 Hicks Road, Suite 210

 Rolling Meadows, Illinois 60008

 December 16, 2025

 VIA EDGAR

 United States Securities and Exchange Commission
Division of Corporation Finance
100 F. Street, N.E.
Washington, D.C. 20549

 Re:
 RYTHM, Inc. (the " Company ")

 Registration Statement on Form S-3

 File No. 333-290785

 Request for Acceleration

 Ladies and Gentlemen:

 In accordance with Rule 461
under the Securities Act of 1933, as amended, the Company respectfully requests acceleration by the Securities and Exchange Commission
(the " Commission ") of the effective date of the Registration Statement on Form S-3 (File No. 333-290785) (the " Registration
Statement ") of the Company. The Company respectfully requests that the Registration Statement become effective as of 4:30 p.m.,
Washington, D.C. time, on December 18, 2025, or as soon as practicable thereafter.

 The Company respectfully requests
that it be notified of such effectiveness by a telephone call to Robert A. Petitt of Blank Rome LLP at (617) 415-1219 and that such effectiveness
also be confirmed in writing.

 If you have any further questions
or comments, or if you require any additional information, please contact our attorney,
Robert A. Petitt, at the number above. Thank you for your assistance.

 Very truly yours,

 RYTHM, Inc.

 By:
 /s/ Brad Asher

 Name:
 Brad Asher

 Title:
 Chief Financial Officer

 cc: Robert A. Petitt, Esq., Blank Rome LLP

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Agrify Corporation

2468 Industrial Row Drive

Troy, Michigan 48084

October 31, 2024

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

    Re:

    Agrify Corporation (the “Company”)

    Registration Statement on Form S-1

    File No. 333-282387

    Request for Acceleration

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities Act
of 1933, as amended, the Company respectfully requests acceleration by the Securities and Exchange Commission (the “Commission”)
of the effective date of the Registration Statement on Form S-1 (File No. 333-282387) (the “Registration Statement”)
of the Company. The Company respectfully requests that the Registration Statement become effective as of 4:30 p.m., Washington, D.C. time,
on November 4, 2024, or as soon as practicable thereafter.

The Company respectfully requests that it
be notified of such effectiveness by a telephone call to Robert A. Petitt of Blank Rome LLP at (617) 415-1219 and that such effectiveness
also be confirmed in writing.

If you have any further questions or comments,
or if you require any additional information, please contact the undersigned by telephone at (855) 420-0020 or our attorney, Robert A.
Petitt at the number above. Thank you for your assistance.

    Very truly yours,

    AGRIFY CORPORATION

    By:
    /s/ Raymond Nobu Chang

    Name:
    Raymond Nobu Chang

    Title:
    Chairman and Chief Executive Officer

    cc:
    Frank A. Segall, Esq., Blank Rome LLP

    Robert A. Petitt, Esq., Blank Rome LLP

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AGRIFY CORPORATION

2468 Industrial Row Drive

Troy, Michigan 48084

October 29, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Industrial Applications and Services

100 F Street, N.E.

Washington, D.C. 20549

Attention: Mr. Juan Grana and Ms. Jane Park

    Re:
    Agrify Corporation

    Amendment No. 1 to Registration Statement on Form S-1

    Filed October 23, 2024

    File No. 333-282387

Dear Mr. Grana and Ms. Park:

Agrify Corporation, a Nevada
corporation (the “Company,” “we,” “us” or “our”) hereby submits the response to the comment
letter received by us from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC”)
set forth in the Staff’s letter, dated October 28, 2024, providing such comments on the Company’s Registration Statement on
Form S-1/A (the “Registration Statement”).

For the convenience of the Staff, the Staff’s
comment is included and is followed by the response of the Company. Unless the context indicates otherwise, capitalized terms used herein
have the meanings assigned to them in the Registration Statement.

Form S-1/A filed October 23, 2024

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.

RESPONSE: The Company acknowledges
the Staff’s comment and confirms its understanding that the retention by a selling stockholder of an underwriter would constitute
a material change to its plan of distribution requiring a post-effective amendment and consistent with the undertaking required by Item 512(a)(1)(iii) of Regulation
S-K, that it will file a post-effective amendment to include any material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such information.

We thank the Staff in advance
for its review of the foregoing and the Registration Statement. If you have further questions or comments, we ask that you forward them
by electronic mail to our counsel, Robert A. Petitt of Blank Rome LLP, at Robert.Petitt@BlankRome.com or by telephone at (617) 415-1219.

    Very truly yours,

    /s/ Raymond Nobu Chang

    Raymond Nobu Chang

    Chief Executive Officer

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.

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AGRIFY CORPORATION

2468 Industrial Row Drive

Troy, Michigan 48084

October 23, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Industrial Applications and Services

100 F Street, N.E.

Washington, D.C. 20549

Attention: Mr. Juan Grana and Ms. Jane Park

    Re:
    Agrify Corporation

    Registration Statement on Form S-1

    Filed September 27, 2024

    File No. 333-282387

Dear Mr. Grana and Ms. Park:

Agrify Corporation, a Nevada
corporation (the “Company,” “we,” “us” or “our”) hereby submits the response to the comment
letter received by us from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC”)
set forth in the Staff’s letter, dated October 7, 2024, providing such comments on the Company’s Registration Statement on
Form S-1 (the “Registration Statement”). Concurrently with the filing of this letter, we have filed an amendment on Form S-1/A
to the Registration Statement (the “Amendment”) to reflect the revisions noted in the response below.

For the convenience of the Staff, the Staff’s
comment is included and is followed by the response of the Company. Unless the context indicates otherwise, capitalized terms used herein
have the meanings assigned to them in the Registration Statement.

Form S-1 filed September 27, 2024

General

    1.
    We note you are attempting to register the Filing Default Shares, Effectiveness Default Shares and Additional Commitment Shares for resale. However, it is not clear from your disclosure or the Registration Rights Agreement at Exhibit 10.26 that such shares have been issued and are outstanding or deemed to be outstanding. Please revise your prospectus to clarify whether all of the securities to be registered for resale are outstanding. If they are not outstanding, or deemed to be outstanding, provide your basis for registering the resale of such securities at this time.

RESPONSE: The Company respectfully
notes the Staff’s comment. In response to the comment, the Company has revised the prospectus pursuant to the Amendment to remove
the registration of the Filing Default Shares, Effectiveness Default Shares and Additional Commitment Shares for resale and has removed
related references throughout the Amendment, including the filing fee table and the opinion filed as Exhibit 5.1 to the Amendment. The
Amendment seeks to register 313,333 shares of the Company’s Common Stock, all of which are issuable as Purchase Shares pursuant
to the ELOC Purchase Agreement, and discloses the circumstances under which the selling stockholder is obligated to purchase those shares
under the section captioned “The Ionic Transaction”.

We thank the Staff in advance
for its review of the foregoing and the Registration Statement. If you have further questions or comments, we ask that you forward them
by electronic mail to our counsel, Robert A. Petitt of Blank Rome LLP, at Robert.Petitt@BlankRome.com or by telephone at (617) 415-1219.

    Very truly yours,

    /s/ Raymond Nobu Chang

    Raymond Nobu Chang

    Chief Executive Officer

October 7, 2024
Raymond Nobu Chang
Chief Executive Officer
Agrify Corporation
2468 Industrial Row Drive
Troy, MI 48084
Re:Agrify Corporation
Registration Statement on Form S-1
Filed September 27, 2024
File No. 333-282387
Dear Raymond Nobu Chang:
            We have conducted a limited review of your registration statement and have the
following comment.
            Please respond to this letter by amending your registration statement and 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 the information
you provide in response to this letter, we may have additional comments.
Form S-1 filed September 27, 2024
General
1.We note you are attempting to register the Filing Default Shares, Effectiveness
Default Shares and Additional Commitment Shares for resale. However, it is not clear
from your disclosure or the Registration Rights Agreement at Exhibit 10.26 that such
shares have been issued and are outstanding or deemed to be outstanding. Please
revise your prospectus to clarify whether all of the securities to be registered for resale
are outstanding. If they are not outstanding, or deemed to be outstanding, provide your
basis for registering the resale of such securities at this time.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.

October 7, 2024
Page 2
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            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.

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Agrify Corporation

2468 Industrial Row Drive

Troy, Michigan 48084

February 14, 2024

VIA EDGAR

United States Securities and Exchange Commission
 Division of Corporation Finance
 100 F. Street, N.E.
 Washington, D.C. 20549

Re:  Agrify Corporation (the “Company”)
 Registration Statement on Form S-1
 File No. 333-276724

                                                                                Request for Acceleration

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities Act
of 1933, as amended, the Company respectfully requests acceleration by the Securities and Exchange Commission (the “Commission”)
of the effective date of the Registration Statement on Form S-1 (File No. 333-276724) (the “Registration Statement”)
of the Company. The Company respectfully requests that the Registration Statement become effective as of 4:30 p.m., Washington, D.C. time,
on February 14, 2024, or as soon as practicable thereafter.

The Company respectfully requests that it
be notified of such effectiveness by a telephone call to Robert A. Petitt of Burns & Levinson LLP at (617) 345-3361 and that such
effectiveness also be confirmed in writing.

If you have any further questions or comments,
or if you require any additional information, please contact the undersigned by telephone at (919) 619-7346 or our attorney, Robert A.
Petitt at the number above. Thank you for your assistance.

    Very truly yours,

    AGRIFY CORPORATION

    By:
    /s/ Josh Savitz

    Name:
    Josh Savitz

    Title:
    General Counsel

 cc: Frank A. Segall, Esq., Burns & Levinson LLP

    Robert A. Petitt, Esq., Burns &
Levinson LLP

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17 State Street, 5th
Floor

New York, New York 10004

February 14, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Washington, DC 20549

Re:  Agrify Corporation

    Registration Statement on Form S-1 (Registration
                                            No. 333-276724)

    Concurrence in Acceleration Request

Ladies and Gentlemen:

Alexander Capital, L.P.
(“ACLP”), solely acting as a placement agent on a best efforts basis in an offering pursuant to the registration statement
on Form S-1 (File No. 333-276724) (the “Registration Statement”), hereby concurs in the request by Agrify Corporation
that the effective date of the Registration Statement be accelerated to 4:30 p.m. (Eastern Time), or as soon as practicable thereafter,
on February 14, 2024, pursuant to Rule 461 under the Securities Act. ACLP affirms that it is aware of its obligations under the Securities
Act in connection with this offering.

    Very truly yours,

    ALEXANDER CAPITAL, L.P.

    By:
    /s/ Jonathan Gazdak

    Name:
    Jonathan Gazdak

    Title:
    Managing Director – Head of Investment Banking

United States securities and exchange commission logo
February 5, 2024
Raymond Chang
Chairman and Chief Executive Officer
Agrify Corporation
2468 Industrial Row Drive
Troy, Michigan 48084
Re:Agrify Corporation
Registration Statement on Form S-1
Filed January 26, 2024
File No. 333-276724
Dear Raymond Chang:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Robert Augustin at 202-551-8483 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services

United States securities and exchange commission logo
June 22, 2022
Raymond Chang
Chief Executive Officer
Agrify Corp
76 Treble Cove Rd.
Building 3, Unit 3
Billerica, MA 01862
Re:Agrify Corp
Registration Statement on Form S-3
Filed June 17, 2022
File No. 333-265710
Dear Mr. Chang:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Margaret Schwartz at 202-551-7153 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Robert Petitt, Esq.

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Agrify Corporation

76 Treble Cove Road, Building 3

Billerica, Massachusetts 01862

June 22, 2022

VIA EDGAR

United States Securities and Exchange Commission
 Division of Corporation Finance
 100 F. Street, N.E.
 Washington, D.C. 20549

Re:  Agrify Corporation (the “Company”)

Registration Statement on Form S-3

File No. 333-265710

    Request for Acceleration

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities Act
of 1933, as amended, the Company respectfully requests acceleration by the Securities and Exchange Commission (the “Commission”)
of the effective date of the Registration Statement on Form S-3 (File No. 333-265710) (the “Registration Statement”)
of the Company. The Company respectfully requests that the Registration Statement become effective as of 4:30 p.m., Washington, D.C. time,
on June 24, 2022, or as soon as practicable thereafter.

The Company respectfully requests that it
be notified of such effectiveness by a telephone call to Robert A. Petitt of Burns & Levinson LLP at (617) 345-3361 and that such
effectiveness also be confirmed in writing.

If you have any further questions or comments,
or if you require any additional information, please contact the undersigned by telephone at (351) 777-6585 or our attorney, Robert A.
Petitt at the number above. Thank you for your assistance.

    Very truly yours,

    AGRIFY CORPORATION

    By:
    /s/ Timothy R. Oakes

    Name:

        Title:

    Timothy R.
    Oakes
Chief Financial Officer

cc:  Frank A. Segall, Esq., Burns & Levinson LLP

    Robert A. Petitt, Esq., Burns & Levinson
LLP

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Agrify Corporation

76 Treble Cove Road, Building 3

Billerica, Massachusetts 01862

    June 1, 2022

    VIA EDGAR

    United States Securities and Exchange Commission

    Division of Corporation Finance

    100 F. Street, N.E.

    Washington, D.C. 20549

    Re:
    Agrify Corporation (the “Company”)

    Registration Statement on Form S-3

    File No. 333-265093

    Request for Acceleration

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities Act
of 1933, as amended, the Company respectfully requests acceleration by the Securities and Exchange Commission (the “Commission”)
of the effective date of the Registration Statement on Form S-3 (File No. 333-265093) (the “Registration Statement”)
of the Company. The Company respectfully requests that the Registration Statement become effective as of 4:30 p.m., Washington, D.C. time,
on June 3, 2022, or as soon as practicable thereafter.

The Company respectfully requests that it
be notified of such effectiveness by a telephone call to Robert A. Petitt of Burns & Levinson LLP at (617) 345-3361 and that such
effectiveness also be confirmed in writing.

If you have any further questions or comments,
or if you require any additional information, please contact the undersigned by telephone at (351) 777-6585 or our attorney, Robert A.
Petitt at the number above. Thank you for your assistance.

    Very truly yours,

    AGRIFY CORPORATION

    By:
    /s/ Timothy R. Oakes

    Name:
    Timothy R. Oakes

    Title:
    Chief Financial Officer

 cc: Frank A. Segall, Esq., Burns & Levinson LLP

    Robert A. Petitt, Esq., Burns & Levinson LLP

United States securities and exchange commission logo
May 25, 2022
Raymond Chang
Chief Executive Officer
Agrify Corp
76 Treble Cove Rd.
Building 3, Unit 3
Billerica, MA 01862
Re:Agrify Corp
Registration Statement on Form S-3
Filed May 20, 2022
File No. 333-265093
Dear Mr. Chang:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Michael Davis at 202-551-4385 or Celeste Murphy at 202-551-3257 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Robert A. Petitt

United States securities and exchange commission logo
February 11, 2022
Raymond Chang
Chief Executive Officer
Agrify Corporation
76 Treble Cove Rd.
Building 3, Unit 3
Billerica, MA 01862
Re:Agrify Corporation
Registration Statement on Form S-3
Filed February 9, 2022
File No. 333-262603
Dear Mr. Chang:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jane Park at 202-551-7439 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Robert Petitt, Esq.

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Agrify Corporation

76 Treble Cove Road, Building 3

Billerica, Massachusetts 01862

    February 11, 2022

    VIA EDGAR

    United States Securities and Exchange Commission

    Division of Corporation Finance

    100 F. Street, N.E.

    Washington, D.C. 20549

    Re:
    Agrify Corporation (the “Company”)

    Registration Statement on Form S-3

    File No. 333-262603

    Request for Acceleration

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities Act
of 1933, as amended, the Company respectfully requests acceleration by the Securities and Exchange Commission (the “Commission”)
of the effective date of the Registration Statement on Form S-3 (File No. 333-262603) (the “Registration Statement”)
of the Company. The Company respectfully requests that the Registration Statement become effective as of 4:30 p.m., Washington, D.C. time,
on February 11, 2022, or as soon as practicable thereafter.

The Company respectfully requests that it
be notified of such effectiveness by a telephone call to Robert A. Petitt of Burns & Levinson LLP at (617) 345-3361 and that such
effectiveness also be confirmed in writing.

If you have any further questions or comments,
or if you require any additional information, please contact the undersigned by telephone at (351) 777-6585 or our attorney, Robert A.
Petitt at the number above. Thank you for your assistance.

    Very truly yours,

    AGRIFY CORPORATION

    By:
    /s/ Timothy R. Oakes

    Name:
    Timothy R. Oakes

    Title:
    Chief Financial Officer

 cc: Frank A. Segall, Esq., Burns & Levinson LLP

   Robert A. Petitt, Esq., Burns &
Levinson LLP

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February 12, 2021

VIA EDGAR

Division of Corporation Finance

Office of Life Sciences

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attn: Ms. Kasey L. Robinson

    Re:
    Agrify Corporation

    Registration Statement on Form S-1

    Filed February 11, 2021

    File No. 333-253005

Ladies and Gentlemen:

As the underwriter
of the proposed offering of Agrify Corporation (the “Company”), we hereby
join the Company’s request for acceleration of the above-referenced Registration Statement, requesting effectiveness for
5:00 p.m., Eastern Time, on Tuesday, February 16, 2021, or as soon thereafter as is practicable.

The undersigned advise
that they have complied and will continue to comply with Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

    Very truly yours,

    Maxim Group LLC

    By:
    /s/ Clifford A. Teller

    Name: Clifford A. Teller

    Title: Head of Investment Banking,

 Executive Managing Director

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February 12, 2021

VIA EDGAR

Division of Corporation Finance

Office of Life Sciences

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attn: Ms. Kasey L. Robinson

    Re:
    Agrify Corporation

    Registration Statement on Form S-1

    Filed February 11, 2021

    File No. 333-253005

Ladies and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended (the “Act”), as the underwriter of the proposed offering
of Agrify Corporation (the “Company”), we hereby join the Company’s
request for acceleration of the above-referenced Registration Statement, requesting effectiveness for 5:00 p.m., Eastern Time,
on Tuesday, February 16, 2021, or as soon thereafter as is practicable.

Pursuant to Rule 460 of
the General Rules and Regulations under the Act, the undersigned advises that copies of the Preliminary Prospectus dated February
11, 2021 have been distributed to prospective dealers, institutional investors, retail investors and others.

The undersigned advise
that they have complied and will continue to comply with Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

    Very truly yours,

    Maxim Group LLC

    By:
    /s/ Clifford A. Teller

    Name: Clifford A. Teller

Title: Head of Investment Banking, Executive Managing Director

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AGRIFY CORPORATION

101 Middlesex Turnpike

Suite 6, PMB 326

Burlington, MA 01803

February 11, 2021

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, N.E.

Washington, D.C. 20549

    Re:

    Agrify Corporation

    Registration Statement on Form S-1

    Filed February 11, 2021

    File No. 333-253005 (the “Registration Statement”)

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act
of 1933, as amended, Agrify Corporation (the “Company”) hereby requests acceleration of effectiveness of the above
referenced Registration Statement so that it will become effective at 5:00 p.m., Washington D.C. time, on February 16, 2021, or
as soon as thereafter practicable.

The Company hereby acknowledges that (i) should
the Securities and Exchange Commission (the “Commission”) or the Staff, acting pursuant to delegated authority, declare
the Registration Statement effective, such declaration does not foreclose the Commission from taking any action with respect to
the Registration Statement; (ii) the action of the Commission or the Staff, acting pursuant to delegated authority in declaring
the Registration Statement effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of
the disclosure in the Registration Statement; and (iii) the Company may not assert Staff comments and the declaration of effectiveness
as a defense in any proceeding initiated by the Commission or any person under federal securities laws of the United States.

        Very truly yours,

        AGRIFY CORPORATION

    By: /s/ Raymond Chang

    Name:  Raymond Chang

    Title:  Chief Executive Officer

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AGRIFY CORPORATION

101 Middlesex Turnpike

Suite 6, PMB 326

Burlington, MA 01803

January 26, 2021

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, N.E.

Washington, D.C. 20549

Attention: Ms. Abby Adams

 Re: Agrify
                                         Corporation

    Registration
                                         Statement on Form S-1

    Filed
                                         January 13, 2021

    File
                                         No. 333-251616

Dear Ms. Adams:

Agrify Corporation
(the “Company,” “we,” “us” or “our”) hereby transmits
our response to the comment letter received by us from the staff (the “Staff”) of the Securities and Exchange
Commission (the “Commission”), dated January 25, 2021, regarding the Company’s Registration Statement
on Form S-1, File No. 333-251616 (the “Registration Statement”), previously filed with the Commission on January
13, 2021.

For the Staff’s
convenience, we have repeated below the Staff’s comments in bold, and have followed each comment with the Company’s
response. Changes to the Registration Statement based on the Staff’s comments are reflected in Amendment No. 2 to Registration
Statement on Form S-1 (“Amendment No. 2”) which is being filed with the Commission on EDGAR concurrently with
the submission of this letter.

Amendment No. 1 to Registration Statement on Form S-l

Summary Financial and Other Data, page 14

 1. We note your response to prior comment 13 from our letter dated September 8, 2020 that you intended
to include pro forma earnings per share disclosures. We see here and on page 41 that you present “Net income (loss) per share,
basic and diluted” that is not otherwise included or discussed in the filing. Please revise to include historical and pro
forma earnings per share information including calculations supporting the weighted average shares outstanding used for both.

RESPONSE: We have revised the
disclosure on pages 14 and 41 of Amendment No. 2 in accordance with the Staff’s comment to include historical and pro forma
earnings per share information, including calculations supporting the weighted average shares outstanding used for both.

Capitalization, page 38

 2. We see that you have revised to include derivative liabilities within the Indebtedness line
item. Please revise the line item label to identify its inclusion.

RESPONSE: We have revised the
disclosure on page 38 of Amendment No. 2 in accordance with the Staff’s comment to include derivative liabilities within
the Indebtedness line item of the capitalization table.

Overview, page 60

 3. On page 61, you revised the discussion of your recent purchase orders. Previously, you stated
that three of your four last purchase orders were between $7.2 and $11.1 million. Now, you state four of your last five purchase
orders were between $2.3 and $11.1 million. You continue to state in the next sentence that you “expect that [y]our average
contract size will increase over time as well as we begin to partner with larger facilities that require more equipment and services.”
This revision appears to counter the trend you are citing. Provide your analysis supporting this trend.

RESPONSE: We have deleted the
portion of the sentence on page 61 of Amendment No. 2 that states “and we expect that our average contract size will increase
over time as well as we begin to partner with larger facilities that require more equipment and services.”

Our Customers, page 79

 4. On page 80, you updated sales or potential sales figures. Previously, you stated you had 1,909
AVFUs “deployed and/or booked,” and a $121 million pipeline. Now you have 1,526 AVFUs “deployed or booked”
and a $105 million backlog. Provide your analysis for the decrease in both numbers. For example, tell us whether both decreased
because you determined that bookings would not come to fruition. Revise to quantify what portion of the 1,526 AVFUs are deployed
and what portion are booked.

RESPONSE: For the Staff’s
information, we decreased the number of AVFUs listed from 1,909 to 1,526 as a result of taking a more conservative view regarding
the purchase commitments from two specific cultivators. We determined, as part of our ongoing review and analysis of our existing
purchase commitments, that there is a little more uncertainty surrounding the timing of these two specific customers obtaining
the necessary financing to purchase our AVFUs when compared to our other customers. The decrease in our qualified pipeline from
$121 million to $105 million was a result of the increase of $30.1 million in backlog balance from $29.2 million as of September
30, 2020 to $59.3 million as of December 31, 2020. Although the transfer of sales opportunities from our qualified pipeline to
backlog decreased the pipeline balance, we were able to replenish our pipeline with new opportunities. We have revised the disclosure
on page 80 of Amendment No. 2 in accordance with the Staff’s comment to quantify what portion of the 1,526 AVFUs are deployed
and what portion are in the backlog.

    2

Executive Compensation, page 91

 5. We note you revised the disclosure regarding the employment agreements. Previously you filed
the agreements with Mr. Krikov, Mr. Harrison and Mr. Stamm as exhibits. It appears those exhibits have been deleted. Please include
these exhibits

RESPONSE: As discussed with the
Staff, we previously filed the “forms of” employment agreements with Mr. Krikov, Mr. Harrison and Mr. Stamm as exhibits
to the Registration Statement because we intended to enter into such agreements upon the closing of our initial public offering.
The “forms of” these employment agreements were subsequently deleted because the Company’s board of directors
determined not to proceed to enter into executive employment agreements with such individuals. For the Staff’s information,
Mr. Stamm is no longer an employee of the Company.

Financial Statements

Note 9, Capital Structure, page F-16

 6. Please revise all disclosures to reflect the reverse stock split, for example it does not appear
that your June 2019 issuance of 2,040,000 shares reflects the split.

RESPONSE: We have revised all
disclosures in Amendment No. 2 to reflect the reverse stock split in accordance with the Staff’s comment.

We thank the Staff
in advance for its review of the foregoing and the Registration Statement. If you have further comments, we ask that you forward
them by electronic mail to our counsel, David J. Levine, Esq., at dlevine@loeb.com or by telephone at (212) 407-4923.

    Very truly yours,

    /s/ Niv Krikov

    Niv Krikov

        Chief Financial Officer

3

United States securities and exchange commission logo
January 26, 2021
Niv Krikov
Chief Financial Officer
Agrify Corporation
101 Middlesex Turnpike
Suite 6, PMB 326
Burlington, MA 01803
Re:Agrify Corp
Amendment No. 2 to
Registration Statement on Form S-1
Filed January 26, 2021
File No. 333-251616
Dear Mr. Krikov:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply 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 the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our January 25, 2021 letter.
Amendment No. 2 to Registration Statement on Form S-1
Business
Legal Proceedings, page 85
1.Revise to disclose the information required by Item 103 of Regulation S-K, including
identifying the parties and the relief sought.

 FirstName LastNameNiv Krikov
 Comapany NameAgrify Corporation
 January 26, 2021 Page 2
 FirstName LastName
Niv Krikov
Agrify Corporation
January 26, 2021
Page 2
Executive Compensation, page 91
2.We note your response to comment 5 that you did not enter into revised compensation
agreements. Please file any existing agreements required to be filed pursuant to Item
601(b)(10)(iii) of Regulation S-K or confirm to us that you do not have any existing
agreements with Mr. Krikov or Mr. Harrison to be filed.
            You may contact Julie Sherman at 202-551-3640 or Kevin Kuhar at 202-551-3662 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Abby Adams at 202-551-6902 or Mary Beth Breslin at 202-551-3625 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       David Levine, Esq.

CORRESP
1
filename1.htm

January 26, 2021

VIA EDGAR

Ms. Abby Adams

Division of Corporation Finance

Office of Life Sciences

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re: Agrify Corporation

Registration
Statement on Form S-1

File No.
333-251616

Ladies and Gentlemen:

Agrify Corporation (the “Company”)
hereby requests that the effective date of the above-captioned Registration Statement be accelerated to 5:00 p.m. on January 27,
2021, or as soon thereafter as practicable.

The Company acknowledges that (i) should
the Securities and Exchange Commission (the “Commission”) or the Staff, acting pursuant to delegated authority, declare
the Registration Statement effective, such declaration does not foreclose the Commission from taking any action with respect to
the Registration Statement; (ii) the action of the Commission or the Staff, acting pursuant to delegated authority in declaring
the Registration Statement effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of
the disclosure in the Registration Statement; and (iii) the Company may not assert Staff comments and the declaration of effectiveness
as a defense in any proceeding initiated by the Commission or any person under federal securities laws of the United States.

    Very truly yours,

    AGRIFY CORPORATION

    By:
    /s/ Raymond Chang

    Name:
    Raymond Chang

    Title:
    Chief Executive Officer

CORRESP
1
filename1.htm

January
26, 2021

VIA
EDGAR

Division
of Corporation Finance

Office
of Life Sciences

U.S.
Securities and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

Attn:
Ms. Abby Adams

 Re: Agrify
Corporation

Registration
Statement on Form S-1

Filed
January 26, 2021

File
No. 333-251616

Ladies
and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as the underwriter of the proposed offering of Agrify Corporation (the “Company”),
we hereby join the Company’s request for acceleration of the above-referenced Registration Statement, requesting effectiveness
for 5:00 p.m., Eastern Time, on Wednesday, January 27, 2021, or as soon thereafter as is practicable.

Pursuant
to Rule 460 of the General Rules and Regulations under the Act, the undersigned advises that as of the date hereof, 1,316 copies
of the Preliminary Prospectus dated January 26, 2021 have been distributed to prospective dealers, institutional investors, retail
investors and others.

The
undersigned advises that it has complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities
and Exchange Act of 1934, as amended.

[signature
page follows]

Very
truly yours,

MAXIM
GROUP LLC

    /s/
    Clifford A. Teller

    Name:
    Clifford A. Teller

    Title: Head of Investment Banking, Executive Managing Director

CORRESP
1
filename1.htm

AGRIFY CORPORATION

101 Middlesex Turnpike

Suite 6, PMB 326

Burlington, MA 01803

January 26, 2021

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, N.E.

Washington, D.C. 20549

Attention: Ms. Abby Adams

    Re:
    Agrify Corporation

    Amendment No. 2 to Registration Statement on Form S-1

    Filed January 26, 2021

    File No. 333-251616

Dear Ms. Adams:

Agrify Corporation
(the “Company,” “we,” “us” or “our”) hereby transmits
our response to the comment letter received by us from the staff (the “Staff”) of the Securities and Exchange
Commission (the “Commission”), dated January 26, 2021, regarding the Company’s Amendment No. 2 to Registration
Statement on Form S-1, File No. 333-251616 (the “Registration Statement”), previously filed with the Commission
on January 26, 2021.

For the Staff’s
convenience, we have repeated below the Staff’s comments in bold, and have followed each comment with the Company’s
response. Changes to the Registration Statement based on the Staff’s comments are reflected in Amendment No. 3 to Registration
Statement on Form S-1 (“Amendment No. 3”) which is being filed with the Commission on EDGAR concurrently with
the submission of this letter.

Amendment No. 2 to Registration Statement on Form S-1

Business

Legal Proceedings, page 85

 1. Revise to disclose the information required by Item 103 of Regulation S-K, including identifying
the parties and the relief sought.

RESPONSE: We have revised the
disclosure on page 85 of Amendment No. 3 to include the information required by Item 103 of Regulation S-K, including identifying
the parties and the relief sought.

Executive Compensation, page 91

 2. We note your response to comment 5 that you did not enter into revised compensation agreements.
Please file any existing agreements required to be filed pursuant to Item 601(b)(10)(iii) of Regulation S-K or confirm to us that
you do not have any existing agreements with Mr. Krikov or Mr. Harrison to be filed.

RESPONSE: We have filed the existing agreement with Mr.
Krikov as Exhibit 10.17 to Amendment No. 3. We hereby confirm to the Staff that we do not have any existing agreement with Mr.
Harrison.

We thank the Staff
in advance for its review of the foregoing and the Registration Statement. If you have further comments, we ask that you forward
them by electronic mail to our counsel, David J. Levine, Esq., at dlevine@loeb.com or by telephone at (212) 407-4923.

    Very truly yours,

    /s/ Niv Krikov

        Niv Krikov

        Chief Financial Officer

United States securities and exchange commission logo
January 25, 2021
Niv Krikov
Chief Financial Officer
Agrify Corporation
101 Middlesex Turnpike
Suite 6, PMB 326
Burlington, MA 01803
Re:Agrify Corp
Amendment No. 1 to
Registration Statement on Form S-1
Filed January 13, 2021
File No. 333-251616
Dear Mr. Krikov:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply 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 the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our January 4, 2021 letter.
Amendment No. 1 to Registration Statement on Form S-1
Summary Financial and Other Data, page 14
1.We note your response to prior comment 13 from our letter dated September 8, 2020 that
you intended to include pro forma earnings per share disclosures.  We see here and on
page 41 that you present "Net income (loss) per share, basic and diluted" that is not
otherwise included or discussed in the filing.  Please revise to include historical and pro
forma earnings per share information including calculations supporting the weighted
average shares outstanding used for both.

 FirstName LastNameNiv Krikov
 Comapany NameAgrify Corporation
 January 25, 2021 Page 2
 FirstName LastName
Niv Krikov
Agrify Corporation
January 25, 2021
Page 2
Capitalization, page 38
2.We see that you have revised to include derivative liabilities within the Indebtedness line
item.  Please revise the line item label to identify its inclusion.
Overview, page 60
3.On page 61, you revised the discussion of your recent purchase orders.  Previously, you
stated that three of your four last purchase orders were between $7.2 and $11.1 million.
Now, you state four of your last five purchase orders were between $2.3 and $11.1
million.  You continue to state in the next sentence that you "expect that [y]our average
contract size will increase over time as well as we begin to partner with larger facilities
that require more equipment and services."  This revision appears to counter the trend you
are citing.  Provide your analysis supporting this trend.
Our Customers, page 79
4.On page 80, you updated sales or potential sales figures.  Previously, you stated you had
1,909 AVFUs "deployed and/or booked," and a $121 million pipeline.  Now you have
1,526 AVFUs "deployed or booked" and a $105 million backlog.  Provide your analysis
for the decrease in both numbers.  For example, tell us whether both decreased because
you determined that bookings would not come to fruition.  Revise to quantify what portion
of the 1,526 AVFUs are deployed and what portion are booked.
Executive Compensation, page 91
5.We note you revised the disclosure regarding the employment agreements.  Previously
you filed the agreements with Mr. Krikov, Mr. Harrison and Mr. Stamm as exhibits.  It
appears those exhibits have been deleted.  Please include these exhibits.
Financial Statements
Note 9. Capital Structure, page F-16
6.Please revise all disclosures to reflect the reverse stock split, for example it does not
appear that your June 2019 issuance of 2,040,000 shares reflects the split.

 FirstName LastNameNiv Krikov
 Comapany NameAgrify Corporation
 January 25, 2021 Page 3
 FirstName LastName
Niv Krikov
Agrify Corporation
January 25, 2021
Page 3
            You may contact Julie Sherman at (202) 551-6902 or Kevin Kuhar at (202) 551-3662 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Abby Adams at (202) 551-6902 or Mary Beth Breslin at (202) 551-3625 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       David Levine, Esq.

CORRESP
1
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AGRIFY CORPORATION

101 Middlesex Turnpike

Suite 6, PMB 326

Burlington, MA 01803

January 24, 2021

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, N.E.

Washington, D.C. 20549

Attention: Ms. Abby Adams

 Re: Agrify Corporation

Registration Statement on Form
S-1

Initially Filed December
22, 2020

File No. 333-251616

Dear Ms. Adams:

Agrify Corporation (the “Company,”
“we,” “us” or “our”) hereby transmits our response to Comment 36 in the
comment letter dated September 8, 2020 (the “Letter”) received by us from the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”), regarding the Company’s Draft Registration
Statement on Form S-1 previously filed with the Commission on August 12, 2020. The Company subsequently filed its Registration
Statement on Form S-1 (the “Registration Statement”) on December 22, 2020, as amended on January 13, 2021.

As stated in the
Registration Statement, the Company has granted stock options to its employees and directors.

The Company measures
stock-based awards granted to employees and directors based on their estimated fair value on the date of grant and recognizes compensation
expense for those awards over the requisite service period, which is generally the vesting period of the respective award. Generally,
the Company issues stock options with only service-based vesting conditions and records the expense for these awards using the
straight-line method.

The Registration
Statement describes the Company’s use of the Black-Scholes option-pricing model (“Black-Scholes”) for
the purpose of calculating the estimated grant date fair value of the stock options. The Company’s board of directors (the
“Board”), with input from management, determined the estimated fair value per share of the Company’s common
stock to be as follows:

    Grant date
    Number of shares
 underlying stock
 options granted
    Exercise price
 per share
 of common stock
    Estimated fair value
 per share
 of common stock

    May 2020
      1,368,090
    $      2.28
    $         2.28

    May 2020
      254,629
    $ 2.50
    $ 2.28

    July 2020
      211,113
    $ 2.28
    $ 2.28

    August 2020
      15,362
    $ 2.28
    $ 2.28

    October 2020
      1,540,544
    $ 4.86
    $ 4.86

    December 2020
      44,254
    $ 4.86
    $ 9.00

    January 2021
      144,360
    $ 4.86
    $ 9.00

Historical Stock-Based Compensation
Expense

The Company’s
stock-based compensation expense for the years ended December 31, 2018 and 2019 and the nine months ended September 30, 2020
were approximately $0 (0% of total operating expenses), $109,000 (3.8% of total operating expenses) and $803,000 (8.6% of total
operating expenses), respectively.

Stock Option Grants and Common Stock
Valuations

Historically,
for all periods prior to this offering, the fair values of the shares of common stock underlying our share-based awards were determined
on each grant date by the Board Given the absence of a public trading market for our common stock, the Board exercised reasonable
judgment and considered a number of objective and subjective factors to determine the best estimate of the fair value of our common
stock, including our stage of development; the rights, preferences and privileges of our convertible preferred stock relative to
those of our common stock; our financial condition and operating results, including our levels of available capital resources;
equity market conditions affecting comparable public companies; general U.S. market conditions; and the lack of marketability of
our common stock. Valuations of our common stock were prepared by an unrelated third-party valuation firm in accordance with the
guidance provided by the American Institute of Certified Public Accountants Practice Guide, Valuation of Privately-Held-Company
Equity Securities Issued as Compensation (the “Practice Aid”). For our valuations performed on September 30,
2019, March 20, 2020 and September 14, 2020, we used the income and market methods to estimate our enterprise value under various
financing scenarios based on the discounted cash flow approach and a market approach of comparable peer public companies. The estimated
enterprise value under each method was then allocated to the common stock, discount for lack of marketability was applied, and
the resulting value of common stock was probability-weighted across the various financing scenarios to determine the fair value
of common stock. The assumptions used in the valuation model to determine the estimated fair value of the Company’s common
stock as of the grant date of each option are based on numerous objective and subjective factors, combined with management judgment,
including the following:

    ●
    the Company’s stage of development;

    ●
    the impact of significant corporate events or milestones;

    ●
    material risks related to the business;

    ●
    the Company’s actual operating results and financial condition, including the Company’s level of available capital resources;

    ●
    rights, preferences and privileges of the preferred stock relative to those of the common stock;

    ●
    equity market conditions affecting comparable public companies;

    ●
    the likelihood and potential timing of achieving a liquidity event for the shares of common stock, such as an initial public offering given prevailing market and biotechnology sector conditions; and

    ●
    that the grants involved illiquid securities in a private company.

    2

Common stock valuation
methodologies

The valuations
discussed below were performed in accordance with applicable elements of the Practice Aid. The Practice Aid prescribes several
valuation approaches for estimating the value of an enterprise, such as the cost, market and income approaches, and various methodologies
for allocating the value of an enterprise to its common stock.

The Practice Aid
identifies various available methods for allocating enterprise value across classes and series of capital stock to determine the
estimated fair value of common stock at each valuation date. In accordance with the Practice Aid, the Company considered the following
methods:

    ●
    Option Pricing Method. Under the option pricing method (“OPM”), shares are valued by creating a series of call options with exercise prices based on the liquidation preferences and conversion terms of each equity class. The estimated fair values of the preferred and common stock are inferred by analyzing these options.

    ●
    Probability-Weighted Expected Return Method. The probability-weighted expected return method (“PWERM”) is a scenario-based analysis that estimates value per share based on the probability-weighted present value of expected future investment returns, considering each of the possible outcomes available to the Company, as well as the economic and control rights of each share class.

Based on the Company’s
early stage of development and other relevant factors, the Company determined that OPM was the most appropriate method for allocating
the Company’s enterprise value to determine the estimated fair value of common stock for valuations performed during May
2020 and August 2020. Beginning in October 2020, the Company has used PWERM in combination with OPM (the “Hybrid Approach”)
to determine the estimated fair value of the Company’s common stock.

Common stock valuations

In determining
the estimated fair value of the common stock underlying the stock options granted, the Board considered the most recent contemporaneous
independent third-party valuation of the Company’s common stock and an assessment of additional objective and subjective
factors it believed to be relevant as of the grant date. The additional factors considered when determining any changes in estimated
fair value between the most recent contemporaneous valuation and the grant date included, when applicable, the prices paid in the
Company’s recent financing transactions, the Company’s stage of development, the Company’s financial performance
and business and financial market conditions. Each of the stock option grant dates since January 2020 is discussed below.

May 2020, July
2020, August 2020 and October 2020 grants

May 2020, July
2020 and August 2020. The Company received an independent third-party valuation of its common stock as of March 20, 2020 that
indicated that the fair value of the common stock on that date was $2.28 per share. This valuation utilized the OPM “backsolve”
method to estimate the Company’s equity value based on the Company’s Series A convertible preferred stock financing.
This equity value was then allocated using OPM to the securities outstanding based on their liquidation preferences and other
rights. The independent valuation specialist used an estimated volatility of 60%, an expected time to liquidity event of 2.0 years
and applied a 30% discount for lack of marketability due to the Company being privately held. Between May 2020 and August 2020,
there were no substantive changes in the Company’s financial position or commercial prospects that might have caused a change
in fair value or warranted an updated independent third-party valuation. The Board determined the estimated fair value of the
Company’s common stock to be $2.28 per share as of May 6, 2020.

    3

October 2020. The
Company received an independent third-party valuation of its common stock as of September 14, 2020 that indicated that the fair
value of the common stock on that date was $4.86 per share. This valuation utilized the Hybrid Approach to estimate the Company’s
equity value. Using the Hybrid Method, two scenarios were assumed, an IPO scenario using the PWERM and an exit/liquidity event
scenario using the OPM. Using the PWERM approach, the independent valuation specialist considered the time to liquidity was estimated
to occur in three months and a 4.5% discount was applied for lack of marketability due to the Company being privately held. The
estimated valuation of the Company in the IPO scenario was estimated to be $98 million. In the exit/liquidity event scenario, the
independent valuation specialist used an estimated volatility of 40%, an expected time to liquidity event of 2.0 years and applied
a 30% discount for lack of marketability due to the Company being privately held. The Hybrid Method weighted the IPO scenario at
50% and the exit/liquidity event scenario at 50%. The resulting fair value of the Company’s common stock was $4.86 per share.
Between September 14, 2020 and October 2020, there were no substantive changes in the Company’s financial position or commercial
prospects that might have caused a change in fair value or warranted an updated independent third-party valuation. The Board determined
the estimated fair value of the Company’s common stock to be $4.86 per share as of October 19, 2020.

December 2020
and January 2021 grants

Due to the proximity
of these grants to the IPO, the Company and the Board determined to use the IPO price as the fair value of its common stock in
December 2020 and January 2021.

Factors contributing
to differences between grant date estimated fair values and the estimated IPO price

The Company believes
the following factors, along with those set forth above with respect to each of the options granted by the Company in 2020, explain
the difference between the estimated fair values of the Company’s common stock on those grant dates and the estimated IPO
price.

    ●
    The estimated IPO price range represents a future price for shares of common stock that, if issued in the IPO, will be immediately freely tradable in a public market, whereas the estimated fair value of the common stock as of all of the option grant dates described above represents a contemporaneous estimate of the fair value of shares that were then illiquid, might never become liquid and, even if an IPO were successfully completed, would remain illiquid for the 180-day lockup period following the IPO. This illiquidity accounts for a substantial difference between the estimated fair values of the common stock through October 2020 and the estimated IPO price range.

    ●
    The holders of the Company’s preferred stock currently enjoy substantial economic rights and preferences that are senior to the rights of the holders of its common stock. The price range described assumes the conversion of all of the preferred stock into common stock upon completion of the IPO. The corresponding elimination of these economic rights and preferences results in a higher valuation of the common stock after the IPO than before it.

    ●
    The successful completion of an IPO would strengthen the Company’s balance sheet, provide access to public equity, provide enhanced operational flexibility and strengthen the Company’s brand recognition.

    4

    ●
    The Company’s consideration of various objective and subjective factors in the previous fair value determinations, as described above, that are not applicable to the determination of the IPO price range.

    ●
    The IPO price range reflects the fact that investors may be willing to purchase shares in the IPO at a per share price that takes into account other factors that were not expressly considered in the Company’s prior valuations as a private company, and are not objectively determinable and that valuation models are not able to quantify with any level of certainty.

Based on the foregoing, the Company respectfully
seeks confirmation that the Staff has no further comments with respect to the matters discussed in this letter. If you have further
comments, we ask that you forward them by electronic mail to our counsel, David J. Levine, Esq., at dlevine@loeb.com or by telephone
at (212) 407-4923.

    Very truly yours,

    /s/ Niv Krikov

        Niv Krikov

        Chief Financial Officer

5

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AGRIFY CORPORATION

101 Middlesex Turnpike

Suite 6, PMB 326

Burlington, MA 01803

January 21, 2021

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, N.E.

Washington, D.C. 20549

Attention: Ms. Abby Adams

 Re: Agrify Corporation

Registration
Statement on Form S-1

Filed
December 22, 2020

File No.
333-251616

Dear Ms. Adams:

Agrify Corporation
(the “Company,” “we,” “us” or “our”) hereby transmits
our response to Comment 36 in the comment letter dated September 8, 2020 (the “Letter”) received by us from
the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”), regarding
the Company’s Draft Registration Statement on Form S-1 previously filed with the Commission on August 12, 2020. The Company
subsequently filed its Registration Statement on Form S-1 (the “Registration Statement”) on December 22, 2020.

For the Staff’s
convenience, we have repeated below the Staff’s comment in bold, and have followed the comment with the Company’s response.

Note 15 - Subsequent
Events

Issuance of Stock Options, page F-35

 36. Once you have an estimated offering price or range, please explain to us how you determined
the fair value of the common stock underlying your equity issuances and the reasons for any differences between the recent valuations
of your common stock leading up to the IPO and the estimated offering price. This information will help facilitate our review of
your accounting for equity issuances including stock compensation. Please discuss with the staff how to submit your response.

RESPONSE: We
acknowledge the Staff’s comment and advise the Staff that the Company’s stock options were priced utilizing the 409A
valuation dated as of March 20, 2020 referred to in our response to Comment 35 of the Letter and a subsequent 409A valuation dated
as of October 8, 2020. Both 409A valuations were prepared taking into account our efforts to complete our proposed initial public
offering, the progress we made in the public offering process and the probability of successfully completing the initial public
offering within a reasonable period of time from the dates of the valuations. We relied upon the valuation of our common stock
as determined by the first 409A valuation for all of the stock options granted from March 20, 2020 (the date of the first 409A
valuation) through August 2020. We decided to prepare the second 409A valuation as a result of our issuance of convertible promissory
notes and warrants in a private placement we commenced in August 2020. We relied upon this second 409A valuation to determine the
value of our common stock for all stock options granted during October 2020. We believe that the 409A valuations reflected the
fair value of our common stock as of their respective dates and through October 2020. We will use the offering price per share
in the initial public offering to determine the fair value of our common stock for all stock option grants during and after December
2020. Further, we will account for any difference between such offering price per share and the exercise price of such stock options
as stock option compensation in our financial statements.

We thank the Staff
in advance for its review of the foregoing. If you have further comments, we ask that you forward them by electronic mail to our
counsel, David J. Levine, Esq., at dlevine@loeb.com or by telephone at (212) 407-4923.

    Very truly yours,

    /s/ Niv Krikov

        Niv Krikov

        Chief Financial Officer

CORRESP
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AGRIFY
CORPORATION

101
Middlesex Turnpike

Suite 6, PMB 326

Burlington, MA 01803

January
13, 2021

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Life Sciences

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Ms. Abby Adams

    Re:
    Agrify
    Corporation

    Registration
    Statement on Form S-1

    Filed
    December 22, 2020

    File
    No. 333-251616

Dear
Ms. Adams:

Agrify
Corporation (the “Company,” “we,” “us” or “our”) hereby
transmits our response to the comment letter received by us from the staff (the “Staff”) of the Securities
and Exchange Commission (the “Commission”), dated January 4, 2021, regarding the Company’s Registration
Statement on Form S-1, File No. 333-251616 (the “Registration Statement”), previously filed with the Commission
on December 22, 2020.

For
the Staff’s convenience, we have repeated below the Staff’s comments in bold, and have followed each comment with
the Company’s response. Changes to the Registration Statement based on the Staff’s comments are reflected in Amendment
No. 1 to Registration Statement on Form S-1 (the “Amendment No. 1”) which is being filed with the Commission
on EDGAR concurrently with the submission of this letter.

Registration
Statement on Form S-l

Prospectus
Summary, page 1

 1. We
                                         note your response to comment 1. Please revise the organization chart on page 1 to indicate
                                         the percentage of ownership Agrify Corporation holds in each entity. In addition, it
                                         appears from page 55 that Agrify Brands, LLC was formerly TriGrow Brands, LLC. Note 1
                                         to the consolidated financial statements continues to refer to TriGrow Brands, LLC. Please
                                         revise references to this entity throughout the document to clarify its correct name
                                         and status. Further, if the Harbor Mountain LLC shown in your organization chart is the
                                         same entity as Harbor Mountain Holdings LLC, which you acquired in July 2020, as referenced
                                         on page 45, revise to clarify. Also, revise the discussion on page 1 to disclose your
                                         percentage of equity interest in Teejan Podponics, LLC, and briefly address your relationship
                                         with that entity. Also, briefly describe the purpose or function of each of the named
                                         entities. Revise the discussion on pages 84-86 to name each of the entities you discuss.
                                         For example, name the joint-venture limited liability company referenced in the third
                                         paragraph of your “Corporate History” subsection.

RESPONSE:
We revised the organization chart on page 1 of Amendment No. 1 to indicate the percentage of ownership we hold in each entity.
In addition, we revised references to TriGrow Brands, LLC and Harbor Mountain LLC throughout Amendment No. 1 to clarify their
correct names and status. We also revised the discussion on page 1 of Amendment No. 1 to disclose our percentage of equity interest
in Teejan Podponics, LLC and briefly describe our relationship with this entity, as well as briefly describe the purpose or function
of each of the other named entities. Further, we revised the discussion on pages 83-85 of Amendment No. 1 to name each of the
entities we discuss.

    1

Capitalization,
page 38

 2. Please
                                         revise the table to incorporate indebtedness, including long-term debt and notes payable,
                                         as part of your capitalization.

RESPONSE:
We have revised the capitalization table on page 38 of Amendment No. 1 to incorporate indebtedness, including long-term debt and
notes payable, as part of our capitalization.

Management’s
Discussion and Analysis of Financial Condition and Results of Operations Acquisition of Harbor Mountain Holdings LLC, page 45

 3. We
                                         note your disclosure that the acquisition of HMH is not deemed material under applicable
                                         SEC rules and accordingly you do not consolidate the financial statements of HMH. Please
                                         reconcile this statement with the disclosure on page F-35 describing the acquisition
                                         and the consolidation of the assets and liabilities of HMH in your interim financial
                                         statements. Revise MD&A as appropriate.

RESPONSE:
We have removed the disclosure on page 45 of Amendment No. 1 that the acquisition of HMH is not deemed material under applicable
SEC rules and accordingly we did not consolidate the financial statements of HMH.

Management’s
Discussion and Analysis of Financial Condition and Results of Operations Cost of Revenues, page 53

 4. Revise
                                         the discussion of the five-year agreement with Mack to disclose the length of the introductory
                                         period.

RESPONSE:
We have revised the disclosure on pages 52 and 83 of Amendment No. 1 to disclose that the introductory period is not time-based
but rather refers to the production of an initial number of units after which the parties have rights to adjust pricing and negotiate
a certain minimum requirements percentage. We believe this approach will result in both parties making a more informed decision
with respect to the pricing and other terms of the supply agreement with Mack.

    2

Security
Ownership of Certain Beneficial Owners and Management, page 102

 5. Please
                                         identify the natural person or persons who directly or indirectly exercise sole or shared
                                         voting and/or dispositive power with respect to the securities held by Advanced Glory
                                         Holding Limited (BVI) and Golden Success HK limited. Refer to Item 403 of Regulation
                                         S-K. Also, increase the font of the footnote numbers within the table so that they are
                                         legible. Currently the footnote font is too small to determine which notes correspond
                                         to which disclosure in the table.

RESPONSE:
We have disclosed on page 101 of Amendment No. 1 the natural person who directly or indirectly exercises sole or shared voting
and/or dispositive power with respect to the securities held by Advanced Glory Holding Limited (BVI) and Golden Success HK limited.
We have also increased the font size of the footnote numbers within the table so that they are legible.

Note
14 - Derivative Liabilities, page F-38

 6. Please
                                         revise to describe the valuation technique and quantify the significant unobservable
                                         inputs underlying the level 3 fair value measurement. Refer to ASC 820-10-50-2bbb.

RESPONSE:
We have revised the disclosure on page F-38 of Amendment No. 1 to describe the valuation technique and quantify the significant
unobservable inputs underlying the level 3 fair value measurement.

Item
15, Recent Sales of Unregistered Securities, page II-l

 7. We
                                         reissue comment 10, as your disclosure continues to group multiple transactions. As one
                                         example, we note the convertible promissory notes totaling $12.5 million issued between
                                         August and December 2020. Please revise to provide the requested information each time
                                         securities were issued.

RESPONSE:
We have revised the disclosure on page II-I of Amendment No. 1 in accordance with the Staff’s comment.

We
thank the Staff in advance for its review of the foregoing and the Registration Statement. If you have further comments, we ask
that you forward them by electronic mail to our counsel, David J. Levine, Esq., at dlevine@loeb.com or by telephone at (212) 407-4923.

    Very
    truly yours,

    /s/
Niv Krikov

    Niv
        Krikov

        Chief
        Financial Officer

3

United States securities and exchange commission logo
January 4, 2021
Niv Krikov
Chief Financial Officer
Agrify Corporation
101 Middlesex Turnpike
Suite 6, PMB 326
Burlington, MA 01803
Re:Agrify Corp
Registration Statement on Form S-1
Filed December 22, 2020
File No. 333-251616
Dear Mr. Krikov:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply 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 the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1
Prospectus Summary, page 1
1.We note your response to comment 1.  Please revise the organization chart on page 1 to
indicate the percentage of ownership Agrify Corporation holds in each entity.  In addition,
it appears from page 55 that Agrify Brands, LLC was formerly TriGrow Brands, LLC.
Note 1 to the consolidated financial statements continues to refer to TriGrow Brands,
LLC.  Please revise references to this entity throughout the document to clarify its correct
name and status.  Further, if the Harbor Mountain LLC shown in your organization chart
is the same entity as Harbor Mountain Holdings LLC, which you acquired in July 2020, as
referenced on page 45, revise to clarify.  Also, revise the discussion on page 1 to disclose
your percentage of equity interest in Teejan Podponics, LLC, and briefly address your

 FirstName LastNameNiv Krikov
 Comapany NameAgrify Corporation
 January 4, 2021 Page 2
 FirstName LastName
Niv Krikov
Agrify Corporation
January 4, 2021
Page 2
relationship with that entity.  Also, briefly describe the purpose or function of each of the
named entities.  Revise the discussion on pages 84-86 to name each of the entities you
discuss.  For example, name the joint-venture limited liability company referenced in the
third paragraph of your "Corporate History" subsection.
Capitalization, page 38
2.Please revise the table to incorporate indebtness, including long-term debt and notes
payable, as part of your capitalization.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Acquisition of Harbor Mountain Holdings LLC, page 45
3.We note your disclosure that the acquisition of HMH is not deemed material under
applicable SEC rules and accordingly you do not consolidate the financial statements of
HMH.  Please reconcile this statement with the disclosure on page F-35 describing the
acquisition and the consolidation of the assets and liabilities of HMH in your interim
financial statements.  Revise MD&A as appropriate.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Cost of Revenues, page 53
4.Revise the discussion of the five-year agreement with Mack to disclose the length of the
introductory period.
Security Ownership of Certain Beneficial Owners and Management, page 102
5.Please identify the natural person or persons who directly or indirectly exercise sole or
shared voting and/or dispositive power with respect to the securities held by Advanced
Glory Holding Limited (BVI) and Golden Success HK limited.  Refer to Item 403 of
Regulation S-K.  Also, increase the font of the footnote numbers within the table so that
they are legible.  Currently the footnote font is too small to determine which notes
correspond to which disclosure in the table.
Note 14 - Derivative Liabilities, page F-38
6.Please revise to describe the valuation technique and quantify the significant unobservable
inputs underlying the level 3 fair value measurement. Refer to ASC 820-10-50-2bbb.
Item 15. Recent Sales of Unregistered Securities, page II-1
7.We reissue comment 10, as your disclosure continues to group multiple transactions.  As
one example, we note the convertible promissory notes totaling $12.5 million issued
between August and December 2020.  Please revise to provide the requested information
each time securities were issued.

 FirstName LastNameNiv Krikov
 Comapany NameAgrify Corporation
 January 4, 2021 Page 3
 FirstName LastName
Niv Krikov
Agrify Corporation
January 4, 2021
Page 3
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Kevin Kuhar at (202) 551-3662 or Julie Sherman at (202) 551-3640 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Abby Adams at (202) 551-6902 or Mary Beth Breslin at (202) 551-3625 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       David Levine, Esq.

CORRESP
1
filename1.htm

AGRIFY CORPORATION

101 Middlesex Turnpike

Suite 6, PMB 326

Burlington, MA 01803

December 22, 2020

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance,

Office of Life Sciences

100 F Street, N.E.

Washington, D.C. 20549

Attention: Ms. Abby Adams

 Re: Agrify Corporation

Amendment
No. 2 to Draft Registration Statement on Form S-1

Submitted
November 12, 2020

CIK No.
0001800637

Dear Ms. Adams:

Agrify Corporation
(the “Company”, “we”, “us” or “our”) hereby transmits
our response to the comment letter received by us from the staff (the “Staff”) of the Securities and Exchange
Commission (the “Commission”), dated November 24, 2020, regarding the Company’s Amendment No. 2 to Draft
Registration Statement on Form S-1 (the “Draft Registration Statement”) previously submitted to the Commission
on November 12, 2020.

For the Staff’s
convenience, we have repeated below the Staff’s comments in bold, and have followed each comment with the Company’s
response. Changes to the Draft Registration Statement based on the Staff’s comments are reflected in a Registration Statement
on Form S-1 (the “Registration Statement”) which is being publicly filed with the Commission on EDGAR concurrently
with the submission of this letter.

Amendment No. 2 to Draft Registration
Statement on Form S-1 Submitted November 12, 2020

Prospectus Summary, page 1

 1. We note from page F-25 you disclosed additional wholly or partly owned subsidiaries and added
disclosure that both Agrify Brands LLC and Agrify Valiant LLC are variable interest entities. Revise to provide a diagram of your
corporate structure. Revise the summary to clarify what aspects of your business are owned and controlled by Agrify Corporation,
and what aspects are controlled by the VIEs and any other affiliates. Please file the relevant contracts for your contractual arrangements
with Agrify Brands, LLC as exhibits to this filing, or advise.

RESPONSE: We have revised the
prospectus summary on page 1 to provide a diagram of our corporate structure. We have also revised the prospectus summary on page
1 to clarify what aspects of our business are owned and controlled by the Company and what aspects are controlled by the VIEs and
any other Company affiliates. We have filed the amended and restated operating agreement of Agrify Brands, LLC as Exhibit 10.18
to the Registration Statement.

Our Competitive Strengths, page 6

 2. We note your response to comment 4. Revise the summary to disclose the information from your
response, particularly that you have no contract or agreement with Inventronics. Add a risk factor addressing the risks associated
with your lack of agreement. Disclose your transactions with Inventronics as required by Item 404 of Regulation S-K or tell us
why you believe such disclosure is not required.

RESPONSE: We have revised the
prospectus summary on page 7 of the Registration Statement to disclose that we are not a party to a definitive agreement that governs
our relationship with Inventronics. We have also added a risk factor on page 22 of the Registration Statement addressing the risks
associated with our lack of an agreement with Inventronics. We do not believe disclosure of our transactions with Inventronics
is required by Item 404 of Regulation S-K because the amount involved does not exceed the lesser of $120,000 or one percent of
the average of the Company's total assets at year end for the last two completed fiscal years.

Risk Factors, page 16

 3. Please revise this section to relocate any generic risk factors you present to the end of the
section, under the caption “General Risk Factors.” See Item 105(a) of Regulation S-K.

RESPONSE: We have revised the
disclosure in the “Risk Factors” section of the Registration Statement to relocate generic risk factors we present
to the end of the section under the caption “General Risk Factors” beginning on page 30 of the Registration Statement.

Use of Proceeds, page 35

 4. We note your revised disclosure on page 54 that “We anticipate that our depreciation and
amortization expense will increase in fiscal 2020 due to expected capital expenditures in fiscal 2020 on property and equipment
to expand research, development, and testing capabilities.” Revise your Use of Proceeds to address these planned expenditures.

RESPONSE: We have revised the
Use of Proceeds disclosure on page 37 of the Registration Statement to clarify that some of the IPO proceeds will be used for capital
investment in research, development, and testing equipment.

    2

Results of Operations, page 49

 5. We reissue comment 11. As requested in reissued comment 24 from our initial letter, revise the
discussion to not only recite the changes in your results, but to provide an analysis by which potential investors may better understand
what drove the changes. Refer to Item 303 of Regulation S-K and Release Nos. 33-5835 (May 18, 1989) and 33-8350 (Dec. 29, 2003).

RESPONSE: We have revised the
disclosure beginning on page 52 of the Registration Statement to further expand our disclosure with respect to the changes in our
results of operations in accordance with the Staff’s comment.

Liquidity and Capital Resources

Cashflow, page 53

 6. Please remove the subtotal lines presented below operating and investing activities so as to
eliminate the appearance that the sum total of these amounts equals cash provided by financing activities.

RESPONSE: We have revised the
disclosure on page 57 of the Registration Statement to remove the subtotal lines presented below operating and investing activities
in accordance with the Staff’s comment.

Management’s Discussion and
Analysis of Financial Condition and Results of Operations Liquidity and Capital Resources, page 53

 7. We note your updated disclosure in response to comment 12. As discussed in our comment above,
please revise the disclosure to not only report the changes in results, but to analyze the changes.

RESPONSE: We have revised the
disclosure beginning on page 58 of the Registration Statement to further expand our disclosure with respect to the changes in our
results of operations in accordance with the Staff’s comment.

Business

Property and Employees, page 80

 8. Please revise to provide a description of your human capital resources as required by Item 101(c)(2)(ii)
of Regulation S-K.

RESPONSE: We have revised the
disclosure on page 86 of the Registration Statement to provide a description of our human capital resources as required by Item
101(c)(2)(ii) of Regulation S-K.

    3

Intellectual Property, page 80

 9. We note your response to comment 13 and the agreement transferring intellectual property between
The Holden Company and your subsidiary, Agrify Brands, LLC. We note the nature of the intellectual property transferred in the
agreement. On page 1, you disclose, “While we do not cultivate, come in contact with, distribute or dispense cannabis, hemp-derived
cannabinoid products, cannabidoil or any cannabis derivatives that are currently prohibited under United States federal law, our
cultivation solutions can be used within indoor grow facilities by cannabis cultivators.” Tell us whether Brands, the company
or any of its wholly or partly owned subsidiaries is involved in the marketing or sale of cannabis, hemp-derived cannabinoid products,
cannabidoil or any cannabis derivatives or similar products, regardless of whether they are prohibited under United States federal
law, or intends to do so once this registration statement becomes effective. Tell us the business purpose for the purchase of these
brands from The Holden Company.

RESPONSE: Neither Agrify Brands, LLC (“Brands”), formerly known as TriGrow Brands, LLC, the Company nor any of its wholly or partly
owned subsidiaries is involved in the marketing or sale of cannabis, hemp-derived cannabinoid products, cannabidoil or any cannabis derivatives
or similar products, regardless of whether they are prohibited under United States federal law, nor do such entities intend to be involved
in such activities once the Registration Statement becomes effective. The Company acquired Brands as part of the acquisition of TriGrow
Systems, Inc. in January 2020. Brands is a licensor of an established portfolio of consumer brands that utilize the Company’s growing
technology. The license of these brands is ancillary to the sale of the Company’s AVFUs and provides a means to differentiate customers’
products in the marketplace. It is not a material aspect of the Company’s business and the Company has not realized any royalty
income. Accordingly, the Company is currently evaluating whether to continue this legacy business from an operational standpoint, as well
as from a legal and regulatory perspective. We have revised the disclosure on pages 44 and 55 of the Registration Statement accordingly.

For the Staff’s information, TriGrow was originally a licensor of the brands from The Holden Company. The primary business purpose
for the purchase of these brands by the Company from The Holden Company was to protect and preserve any value in the intellectual property
of such brands and to ensure they could only be used in products produced from the Company’s AVFUs. Further, the Company believed
it was prudent to obtain exclusive control over the expansion of any trademark applications as well as to ensure the timely payment of
any trademark maintenance fees.

Item 15, Recent Sales of Unregistered
Securities, page II-2

 10. We note the revision to include the October 19, 2020 stock options granted. Please revise this
Item to include all information required by Item 701 of Regulation S-K for each transaction, including the name of the person or
the class of persons to whom the securities were sold, the date of sale and amount.

RESPONSE: We
have revised the disclosure on page II-2 of the Registration Statement to include all information required by Item 701 of Regulation
S-K for each transaction in accordance with the Staff’s comment.

    4

We thank the Staff
in advance for its review of the foregoing and the Registration Statement. If you have further comments, we ask that you forward
them by electronic mail to our counsel, David J. Levine, Esq., at dlevine@loeb.com by telephone at (212) 407-4923.

    Very truly yours,

    /s/ Raymond Chang

    Raymond Chang,

    Chief Executive Officer

5

United States securities and exchange commission logo
November 24, 2020
Niv Krikov
Chief Financial Officer
Agrify Corporation
101 Middlesex Turnpike
Suite 6, PMB 326
Burlington, MA 01803
Re:Agrify Corp
Amendment No. 2 to
Draft Registration Statement on Form S-1
Submitted November 12, 2020
CIK No. 0001800637
Dear Mr. Krikov:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 2 to Draft Registration Statement on Form S-1 Submitted November 12, 2020
Prospectus Summary, page 1
1.We note from page F-25 you disclosed additional wholly or partly owned subsidiaries and
added disclosure that both Agrify Brands LLC and Agrify Valliant LLC are variable
interest entities..  Revise to provide a diagram of your corporate structure.  Revise the
summary to clarify what aspects of your business are owned and controlled by Agrify
Corporation, and what aspects are controlled by the VIEs and any other affiliates.  Please
file the relevant contracts for your contractual arrangements with Agrify Brands, LLC as
exhibits to this filing, or advise.

 FirstName LastNameNiv Krikov
 Comapany NameAgrify Corporation
 November 24, 2020 Page 2
 FirstName LastNameNiv Krikov
Agrify Corporation
November 24, 2020
Page 2
Our Competitive Strengths, page 6
2.We note your response to comment 4.  Revise the summary to disclose the information
from your response, particularly that you have no contract or agreement with
Inventronics.  Add a risk factor addressing the risks associated with your lack of
agreement.  Disclose your transactions with Inventronics as required by Item 404 of
Regulation S-K or tell us why you believe such disclosure is not required.
Risk Factors, page 16
3.Please revise this section to relocate any generic risk factors you present to the end of the
section, under the caption "General Risk Factors."  See Item 105(a) of Regulation S-K.
Use of Proceeds, page 35
4.We note your revised disclosure on page 54 that "We anticipate that our depreciation and
amortization expense will increase in fiscal 2020 due to expected capital expenditures in
fiscal 2020 on property and equipment to expand research, development, and testing
capabilities."  Revise your Use of Proceeds to address these planned expenditures.
Results of Operations, page 49
5.We reissue comment 11.  As requested in reissued comment 24 from our initial letter,
revise the discussion to not only recite the changes in your results, but to provide an
analysis by which potential investors may better understand what drove the changes.
Refer to Item 303 of Regulation S-K and Release Nos. 33-5835 (May 18, 1989) and 33-
8350 (Dec. 29, 2003).
Liquidity and Capital Resources
Cashflow, page 53
6.Please remove the subtotal lines presented below operating and investing activities so as
to eliminate the appearance that the sum total of these amounts equals cash provided by
financing activities.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Liquidity and Capital Resources, page 53
7.We note your updated disclosure in response to comment 12.  As discussed in our
comment above, please revise the disclosure to not only report the changes in results, but
to analyze the changes.
Business
Property and Employees, page 80
8.Please revise to provide a description of your human capital resources as required by Item
101(c)(2)(ii) of Regulation S-K.

 FirstName LastNameNiv Krikov
 Comapany NameAgrify Corporation
 November 24, 2020 Page 3
 FirstName LastName
Niv Krikov
Agrify Corporation
November 24, 2020
Page 3
Intellectual Property, page 80
9.We note your response to comment 13 and the agreement transferring intellectual property
between The Holden Company and your subsidiary, Agrify Brands, LLC.  We note the
nature of the intellectual property transferred in the agreement.  On page 1, you disclose,
"While we do not cultivate, come in contact with, distribute or dispense cannabis, hemp-
derived cannabinoid products, cannabidoil or any cannabis derivatives that are currently
prohibited under United States federal law, our cultivation solutions can be used within
indoor grow facilities by cannabis cultivators."  Tell us whether Brands, the company or
any of its wholly or partly owned subsidiaries is involved in the marketing or sale of
cannabis, hemp-derived cannabinoid products, cannabidoil or any cannabis derivatives or
similar products, regardless of whether they are prohibited under United States federal
law, or intends to do so once this registration statement becomes effective.  Tell us the
business purpose for the purchase of these brands from The Holden Company.
Item 15. Recent Sales of Unregistered Securities, page II-2
10.We note the revision to include the October 19, 2020 stock options granted.  Please revise
this Item to include all information required by Item 701 of Regulation S-K for each
transaction, including the name of the person or the class of persons to whom the
securities were sold, the date of sale and amount.
            You may contact Julie Sherman at (202) 551-3640 or Kevin Kuhar at (202) 551-3662 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Abby Adams at (202) 551-6902 or Mary Beth Breslin at (202) 551-3625 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       David Levine, Esq.

United States securities and exchange commission logo
November 3, 2020
Niv Krikov
Chief Financial Officer
Agrify Corporation
101 Middlesex Turnpike
Suite 6, PMB 326
Burlington, MA 01803
Re:Agrify Corp
Amendment No. 1 to
Draft Registration Statement on Form S-1
Submitted October 20, 2020
CIK No. 0001800637
Dear Mr. Krikov:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 1 to Draft Registration Statement on Form S-1
Prospectus Summary, page 1
1.We reissue comment 2 in that you lengthened your summary, rather than making it more
precise.  Please revise the summary to be brief, concise, and to avoid repeating detailed
information provided later in your document.  We also note you deleted all references to
container farm.  Please explain to us what constituted your container farm product and
where it fit within your company's history or where it fits today.

 FirstName LastNameNiv Krikov
 Comapany NameAgrify Corporation
 November 3, 2020 Page 2
 FirstName LastName
Niv Krikov
Agrify Corporation
November 3, 2020
Page 2
2.We note your response to comment 3 regarding your main customers.  In an appropriate
section of your document, identify these customers, disclose the material terms of your
agreements with them, and file the agreements as exhibits.  Refer to Items 101(c)(vii) and
601(b)(10)(ii)(B) of Regulation S-K.
Our Competitive Strengths, page 7
3.We reissue comment 6.  Provide the data that supports your explanation of your use of the
term "market leading technology," or revise the disclosure to clarify.  In addition, we note
you removed the descriptor "leading" with respect to Valiant-America; however, you
revised the document to now refer to your Chinese supplier, Inventronics, Inc., as a
"leading Asian Manufacturer."  Provide the basis for this statement.
4.We note your response to comment 7.  As it appears you substantially rely on your deeply
integrated relationship with Inventronics, Inc., summarize the agreement in an appropriate
section of your document and file it as an exhibit.  Refer to Items 404(a) and 601(b)(ii)(B)
of Regulation S-K.
Industry Overview, page 8
5.We reissue comment 9.  Please provide the third-party market data.
Summary Financial and Other Data, page 15
6.Please revise to include cost of sales as part of your statement of operations data.
Certain Non-GAAP EBITDA and adjusted EBITDA Financial Measurements and Reconciliation
to GAAP, page 16
7.Please refer to prior comment 16. We note your disclosure on page 16 continues to state
that the most directly comparable measures for your non-GAAP financial measures are
net income and diluted net income per share. However, we see no non-GAAP measures
presented or reconciled on a per share basis and diluted net income per share is not
provided in the filing. As previously requested, revise to only reference measures
presented and discussed in the filing.
Capitalization, page 38
8.Please revise the table to include debt as part of your capitalization.
Acquisition of TriGrow, page 43
9.We note your revised disclosure in response to comment 21.  Revise to clarify what you
mean by a "form of a profits interest investment," without using the term "profits interest
investment" in the definition.  Clarify CCI's role in this investment, i.e., why did you enter
into the contract with CCI to fulfill commitments to TriGrow's shareholders.  Also,
quantify the payments needed to reach an 18% internal rate of return, and clarify how the

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amount payable both decreases to 20% and also terminates when you attain the preferred
return.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations, page 50
10.We reissue comment 23.  Please explain under the terms of the joint venture how income
is allocated between your company and Valiant.
11.We note the revised disclosure in response to comment 24.  Further clarify the cause of
your increase in selling, general and administrative expenses for the six months ended
June 30, 2020 to $5,003,000 from $130,000 for the six months ended June 30, 2019.  The
primary factors you have listed only address $1,249,000 of expenses.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Liquidity and Capital Resources, page 53
12.Please revise your discussion to also address your liquidity as of the most recent balance
sheet included in the filing, e.g. June 30, 2020. Refer to Item 303(b) of Regulation S-K.
Intellectual Property, page 79
13.We note you deleted the risk factor in response to comment 28.  Tell us what intellectual
property rights Agrify Brands LLC licenses from Holden Company.  We may have further
comment.
Financial Statements for the Period Ended June 30, 2020
Statements of Cash Flows, page F-23
14.Please refer to prior comment 33. We note from your response that the $1.1 million is an
assumed obligation to invest in the profit interest agreement in the amount of $1,140 and
is presented net of cash held by TriGrow at the time of acquisition. Please revise Note 11
to explain the terms of the profit interest investment and clarify for us why this is
considered a cash outflow in your statement of cash flows.
15.Please tell us how this obligation to invest $1,140 in the form of a profit interest
investment is included in your interim balance sheet. If the amount is offset against
another balance sheet account, describe how you have considered the guidance in
ASC 210-20-45.
Note 1 – Nature of Business and Basis of Presentation
Description of business, page F-24
16.We see that you hold 60% of Agrify Valiant LLC which was formed in December 2019.
Revise the filing to provide the disclosures required by ASC 810-10-50-1A for this less-
than-wholly-owned subsidiary.  Please also reconcile your disclosure on page 8 that the
joint venture with Valiant -America  generated 7.1% (or $350,000) in total revenue in the

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first six months of 2020 with your disclosure on page 57 that you have not yet recognized
any revenue from the joint venture.
Note 2 - Summary of Significant Accounting Policies
Revenue Recognition, page F-26
17.We note your response to prior comment 34. To the extent you enter into contractual
agreements with customers that include payment terms longer than one year, please revise
to disclose your related accounting policies for the financing component.
            You may contact Julie Sherman at (202) 551-3640 or Kevin Kuhar at (202) 551-3662 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Abby Adams at (202) 551-6902 or Mary Beth Breslin at (202) 551-3625 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       David Levine, Esq.

United States securities and exchange commission logo
September 8, 2020
Niv Krikov
Chief Financial Officer
Agrify Corporation
101 Middlesex Turnpike
Suite 6, PMB 326
Burlington, MA 01803
Re:Agrify Corp
Draft Registration Statement on Form S-1
Submitted August 12, 2020
CIK No. 0001800637
Dear Mr. Krikov:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1 submitted August 12, 2020
Cover Page
1.Please revise to clarify whether you will proceed with the offering in the event you are not
approved for listing on Nasdaq Capital Market.  In this regard, we note your disclosure
that you intend to apply for listing on Nasdaq, and your disclosure on page 30 that you
may be a penny stock if you do not obtain a listing.

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Prospectus Summary
Overview, page 1
2.Please revise your summary so that it is brief, concise, and avoids repeating information
about your business and related matters provided later in your document.  In this regard,
we note your disclosure focuses on the AFVU offering and associated software to the
exclusion of the product offerings that represent a material portion of your revenues to
date. Revise your summary to provide a view of all of your material product offerings.  In
doing so, clarify where “container farms” fit within your product offerings, including how
they differ from vertical farming units.  We note the references to container farms in the
footnote on page 15, and on pages 42, 46 and F-10.
3.In revising your summary, clarify the products that have generated your revenues to date.
We note from page 51 that you “have started taking pre-orders for the newest version of
[y]our flagship hardware product,” the AVFU.  Clarify whether this the first version of
this product you have sold, or was there an earlier version.  In this regard, to the extent
your “core business model” discussed on page 53 is prospective, revise your document to
clarify.  Also clarify what percentage of your revenues for 2020 relate to your acquisition
of your customer, TriGrow, disclosed on pages 19 and 40.
4.Please clarify in your Summary whether your software is required to operate your
hardware product offerings, including but not limited to the AFVU.  Please also clarify
whether your software product can be used independently or if it is only designed to work
with the equipment you sell.
5.Explain the following defined terms at their first use:
•SaaS, page 1;
•OpEx, page 8;
•Sandler Training sales process, page 9;
•“Container Farms,” page 15; and
•PCT, page 24.
Our Competitive Strengths, page 7
6.Provide the bases for the statements on page 7 that you have “market leading technology”
and on page 8 that Valiant-American is a “leading” consulting and general contractor of
industrial facilities.
7.On page 7 you include the strength that your “shareholder base includes large Asian scale-
up manufacturers that grant us access to their resources and accordingly should enable us
to mass produce our products with the support we need.”  Clarify if you refer to your
distribution agreements with Bluezone Products and Enozo, or if there are other
agreements.  We note the agreement with Sonneteck TJ Co., Ltd. listed in your exhibit
index, but see no reference to that company in the document.  Revise the appropriate
section of your registration statement to disclose the material terms of the Sonneteck

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agreement.
8.We note the discussion of the joint venture with Valiant-America, disclosed on page 8.
Tell us what, if any, of the turnkey product revenues you discuss in your summary are
attributable to Valiant’s role in your joint venture.  We note from page 70 that you
“consolidate 100% of the revenues that go through the joint venture, and [you] recognize
60% of all the net profits . . . . after the agreed upon work has been completed.”
Industry Overview, page 8
9.We note references to third-party market data from MarketsandMarkets, Allied Market
Research, Market Watch and several other sources.  Please provide us with copies of any
materials that support third-party statements and advise us if any of the data cited was
commissioned by the company.
Our Growth Strategy, page 9
10.Clarify the “upward trajectory” to which you refer given the “history of losses” and
“expect[ed] significant increases in our costs” discussed in the risk factors on pages 11
and 17.
Summary Financial and Other Data, page 14
11.Please revise to remove the "Pro Forma" label from your interim March 31, 2020
Statement of Operations financial information included on pages 14, 16 and 38 as
it represents your historical results.
12.Please revise to provide Balance Sheet data for the current interim period in this tabular
presentation as well as on page 38.
13.We see here and on page 38 that you present a blank line item, "Net income (loss) per
share, basic and diluted" that is not otherwise included or discussed in the filing. Please
tell us whether you intend to include this earnings per share information in a future
amendment or revise to remove it. In this regard, tell us your consideration of presenting
pro forma earnings per share information which reflects the conversion of your recently
issued preferred stock.
Reconciliation of Non-GAAP Measures, page 15
14.Your computation of EBITDA excludes a loss from the sale of fixed assets in addition to
interest, taxes, depreciation and amortization. Please revise the title of this non-GAAP
measure to clearly distinguish it from EBITDA. Refer to Question 103.01 of the Non-
GAAP Compliance and Disclosure Interpretations.
15.We see that your presentation of Adjusted EBITDA includes a write off of assets of
approx. $662,000 but do not see where this is presented in you interim income statement
or see any related discussion. Please revise to explain the nature of the write-off, where it

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is included in your financial statements and why you believe it is appropriate to adjust
EBIDTA in this presentation.
16.We note the discussion that the most directly comparable measures for your non-GAAP
financial measures are net income and diluted net income per share. However, we see no
non-GAAP measures presented or reconciled on a per share basis and diluted net income
per share is not provided in the filing. Please revise to only reference measures presented
and discussed in the filing.
17.We note the heading of this reconciliation refers to the amounts as presented "in
thousands" when it appears the amounts are whole numbers. Please revise.
Risk Factors
Risks Related to our Business and Industry, page 17
18.In the COVID-19-related risk factor on pages 18-19, you state you were forced to limit
store business hours.  On page 49, you reference “retail products.”  Revise your business
section and any other relevant section to disclose what retail operations you maintain.
Also clarify the statement that the “pandemic has caused temporary or long-term
disruptions in our supply chains.”
19.On page 19, you state you rely on limited suppliers for your software, however, on page
66 you state you developed your software in-house.  Please clarify.
Cautionary Note Regarding Forward-Looking Statements, page 30
20.You state, “neither we nor any other person assumes responsibility for the accuracy and
completeness of the forward-looking statements.”  Clarify this statement.  While “safe
harbors apply to required statements concerning the future effect of known trends,
demands, commitments, events or uncertainties, as well as to optional forward-looking
statements,” you have a duty to disclose known trends that are reasonably likely to be
material.  Refer to Section II.B of Release No. 33-6835 (May 18, 1989).
Acquisition of TriGrow, page 40
21.We note the “profit interest investment” you are obligated to make as a result of the
purchase of TriGrow.  Revise the appropriate section of the prospectus to disclose the
material terms of this investment and file it as an exhibit or tell us why it is not material.
See Item 601(b)(10) of Regulation S-K.
Impact of the coronavirus pandemic ("COVID-19"), page 41
22.Revise to further describe the ways in which the pandemic caused disruptions in your
supply chain and your expectations, noting you are obligated to disclose forward looking
information to the extent it is known and reasonably certain.  If you cannot provide
additional information, tell us why not.

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Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations, page 45
23.Tell us whether the build out services revenue is attributable to Valiant, and the amount
potentially payable to Valiant pursuant to your agreement.
24.Expand the discussion throughout this section to not only recite the changes in your
results, but to provide an analysis by which potential investors may better understand the
results.  Refer to Item 303 of Regulation S-K and Release Nos. 33-6835 (May 18, 1989)
and 33-8350 (Dec. 29, 2003).
Business
Overview, page 50
25.Please provide disclosure here and in Risk Factors, as appropriate, regarding restrictions
and regulations relating to your operations in China and how it impacts your business.
26.On page 53, you state, “we have $96 million of carefully vetted potential sales
opportunities (which refer to as our qualified pipeline), and we expect a significant
percentage of this pipeline to be converted into confirmed bookings during the second half
of 2020 and first half of 2021.”  Tell us what you consider to be a “significant
percentage.”
Core Bundled Solution, page 58
27.On page 64 you site anecdotal evidence that one customer had increased yields in one
season growing lettuce varieties using your lights.  Tell us whether you believe this result
is typical for this product and explain on what basis you made the determination.
Intellectual Property, page 76
28.Revise to disclose what intellectual property rights you license from Holden Company, as
disclosed in the risk factor on page 27, and disclose the material terms of your license
agreement.  File the license agreement as an exhibit.  Refer to Item 601(b)(10) of
Regulation S-K.
Management, page 78
29.On page 83 you disclose that your founder, Mr. Liotta, resigned as of August 5, 2020.
Please clarify this section and your Executive Compensation table.
Certain Relationships and Related-Party Transactions, page 87
30.Please expand to describe the consulting agreement between TriGrow and Argand Group,
LLC, or tell us why you do not believe it is required to be filed. Refer to Item 601(b)(10)
of Regulation S-K.

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Shares Eligible for Future Sale, page 93
31.File the registration rights agreement disclosed on page 94 as an exhibit.  Refer to Item
601(b)(4) of Regulation S-K.
Financial Statements for the Year Ended December 31, 2019
Consolidated Statement of Cash Flows, page F-6
32.We see that your statement of cash flows reflects the issuance of a note payable of approx.
$3.9 million. Please tell us how this note is reflected in your Balance Sheet and where it is
discussed in the notes to the financial statements.
Statement of Cash Flows, page F-23
33.Your statement of cash flows appears to indicate a cash outflow of $1.1 million for cash
paid for business acquisition. Please reconcile this for us with your disclosure in footnote
11 that does not disclose any cash payment.
Note 2 - Summary of Significant Accounting Policies
Revenue Recognition, page F-26
34.We note the discussion on pages 10, 70 and 75 of your new equipment financing program
with extended payment terms of up to two-years. Please revise the filing to disclose your
accounting policy for these arrangements under ASC 606-10-32-15 through 32-20.
Note 11 — Business Combination
Acquisition of TriGrow, page F-31
35.Please address the following related to your acquisition of TriGrow:
•Tell us how you determined the $1.4 million fair value of common stock issued as
consideration in the transaction. Explain how such valuation represents the price that
would be received in an orderly transaction between market participants. See the fair
value and market participant definitions in ASC 805-10-20.
•Tell us how you concluded you did not need to provide audited financial statements
of the acquiree under Rule 8-04 of Regulation S-X. In doing so, provide us with the
results of your significance tests. If significant, please note that it would also be
necessary to provide pro forma information pursuant to Rule 8-05 of Regulation S-X.
Note 15 - Subsequent Events
Issuance of Stock Options, page F-35
36.Once you have an estimated offering price or range, please explain to us how you
determined the fair value of the common stock underlying your equity issuances and the
reasons for any differences between the recent valuations of your common stock leading
up to the IPO and the estimated offering price.  This information will help facilitate our
review of your accounting for equity issuances including stock compensation. Please

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discuss with the staff how to submit your response.
37.Please expand your critical accounting policy disclosures on page 44 to provide high
level details regarding the methodologies and approaches used to value your common
stock including the nature of the material assumptions involved.  To the extent third party
valuations were performed, please discuss the results of such valuations and whether such
valuations corroborated any internal valuations performed. Finally, provide additional
detail regarding the extent to which recent sales of preferred stock and/or common stock
in arms-length transactions represented significant inputs to provide investors with context
of the extent to which your estimates were complex and subjective.
General
38.Please supplementally provide us with copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf,
present to potential investors in reliance on Section 5(d) of the Securities Act, whether or
not they retain copies of the communications.
            You may contact Julie Sherman at (202) 551-3640 or Kevin Kuhar at (202) 551-3662 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Abby Adams at (202) 551-6902 or Mary Beth Breslin at (202) 551-3625 with any other
questions.
Sin