Fl 1, Building No. 1, 888 Tianning Street, Liandu District
Lishui, Zhejiang Province
People’s Republic of China 323000
+86-0578-82612876 — telephone
December 22, 2023
VIA EDGAR
Ms. Erin Donahue
Ms. Asia Timmons-Pierce
U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Manufacturing
100 F Street, N.E.
Washington, D.C. 20549
| Re: | Farmmi, Inc. |
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| Request to Withdraw Registration Statement on Form F-3 |
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| File No. 333-274579 |
Dear Ms. Erin Donahue and Ms. Asia Timmons-Pierce:
On September 19, 2023, Farmmi, Inc. (the “Company”) filed Registration Statement No. 333-274579 on Form F-3 (together with the exhibits thereto, the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”).
Pursuant to Rule 477 under the Securities Act of 1933, as amended (the “Act”), the Company hereby applies for the withdrawal of the Registration Statement, as the Company has determined not to pursue the public offering at this time, with such application to be approved effective as of the date hereof or at the earliest practicable date thereafter and requests that the Commission consent thereto. No securities have been issued or sold under the Registration Statement. The Registration Statement has not been declared effective by the Commission.
The Company also requests, in accordance with Rule 457(p) under the Securities Act, that all fees paid to the Commission in connection with the filing of the Registration Statement be credited to the Company’s account to be offset against the filing fee for any future registration statement or registration statements.
Please direct any questions or comments regarding this request to our outside counsel, Anthony W. Basch, Kaufman & Canoles, P.C., Two James Center, 14th Floor, 1021 E. Cary St., Richmond, VA 23219, (804) 771.5725, awbasch@kaufcan.com.
| Very truly yours, |
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| Farmmi, Inc. |
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| By: | /s/ Yefang Zhang |
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| Name: | Yefang Zhang |
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| Title: | Chief Executive Officer |
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